Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CStone Pharmaceuticals Proxy Solicitation & Information Statement 2009

Sep 14, 2009

50715_rns_2009-09-14_a243e46f-845f-46a5-98d7-d955633c38c6.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any of the contents of this circular or as to what action to take in relation to this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yanzhou Coal Mining Company Limited (the “ Company ”), you should at once hand this circular and the enclosed form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

YANZHOU COAL MINING COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1171)

MAJOR TRANSACTION ACQUISTION OF 100% OF THE ISSUED SHARE CAPITAL IN FELIX RESOURCES LIMITED BY WAY OF A SCHEME OF ARRANGEMENT AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (the “ EGM ”) to be held at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 9:00 a.m. on Friday, 30 October 2009 are set out on pages 379 to 381 of this circular.

Whether or not you are able to attend the EGM, you are strongly urged to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares of the Company, the proxy form shall be lodged with the Company’s H Share Registrar, Hong Kong Registrars Limited at 18/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event, no later than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof); and for holders of Domestic Shares, the proxy form shall be lodged with the Office of the Secretary to the Board at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC as soon as possible, but in any event, no later than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof).

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

11 September 2009

CONTENTS

Pages
Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix I

Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . .
52
Appendix II

Financial Information of Felix . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
Appendix III

General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
374
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meaning:

“ADSs” American
depositary
shares,
each
representing
ownership of 10 H Shares, which are listed on New
York Stock Exchange Inc.;
“A Shares” domestic shares in the ordinary share capital of the
Company, with a nominal value of RMB1.00 each,
which are listed on the Shanghai Stock Exchange;
“ASX” Australian Securities Exchange;
“AUD” the lawful currency of Australia;
“Austar” Austar
Coal
Mine
Pty
Limited,
a
wholly-owned
subsidiary
of
Yanzhou
Australia,
is
a
company
incorporated under the laws of Australia;
“Australian Corporations Act” the Corporations Act 2001 (Cth) of Australia;
“Board” the board of Directors;
“Business Day” a day that is: (a) a business day within the meaning
given in the ASX Listing Rules; and (b) a day that
banks are open for business in Sydney;
“CHPP”
“Company”
Coal Handling and Preparation Plant;
, Yanzhou Coal Mining Company
Limited, a joint stock limited company incorporated in
the PRC and the H Shares, ADSs and A Shares of
which are listed on the Hong Kong Stock Exchange,
New York Stock Exchange Inc. and the Shanghai Stock
Exchange, respectively;
“Competing Proposal” is, in summary, any proposal by a third party to acquire
20% or more of the shares (or a 20% economic
interest) in Felix, or to gain effective control over Felix
(including
by
controlling
the
composition
of
Felix
Board), or directly or indirectly acquire a significant
shareholding or economic interest in the Felix Group
(not including in relation to the in-specie distribution
of SA Coal shares to Felix Shareholders);

“Conditions” the conditions to the Scheme becoming effective, as set out in the Scheme Implementation Agreement;

– 1 –

DEFINITIONS

“Controlling Shareholder” ,
Yankuang
Group
Corporation
Limited,
a
wholly
State-owned
corporation
and
a
controlling
shareholder
of
the
Company
holding
approximately 52.86% of the total issued share capital
of the Company;
“Court” the Federal Court of Australia or any other court of
competent
jurisdiction
under
the
Australian
Corporations Act agreed in writing by Felix and the
Company;
“Dividend Adjusted 1 Month 1 month VWAP prior to the first announcement date
VWAP” (14 August 2009) of the Transaction adjusted for the
permitted dividends of up to AUD1.00 per share and
SA Coal divestment of AUD0.05 per share;
“Directors” the directors of the Company;
“Effective” the coming into effect, pursuant to section 411(10) of
the Australian Corporations Act, of the order of the
Court made under section 411(4)(b);
“Effective Date” the date on which the Scheme becomes effective;
“Enlarged Group” the Group after the conclusion of the Transaction;
“Exclusivity Period” the period commencing on the date of the Scheme
Implementation Agreement and ending on the earlier
of:
(a)
the date the Scheme Implementation Agreement is
terminated in accordance with its terms; or
(b)
the Effective Date;
“Extraordinary General Meeting” an extraordinary general meeting of the Company to be
or “EGM” held to consider, and if thought fit, to approve, among
other
things,
the
Transaction,
including
any
adjournment in respect thereof;
“Felix” Felix Resources Limited, a company incorporated under
the laws of Australia, the shares of which are listed on
ASX;
“Felix Board” the board of directors of Felix;
“Felix Director(s)” the directors of Felix;

– 2 –

DEFINITIONS

“Felix Group” Felix and its related entities which are: (a) any Related Body Corporate of Felix; (b) any entity that is in a consolidated financial reporting group with Felix; and (c) any entity controlled by Felix;

“Felix Option Rights” the rights to receive options issued by Felix to subscribe for the Felix Shares under the Felix Resources Operations General Manager’s Equity Participation Plan and the Felix Resources CFO/ General Manager’s Equity Participation Plan;

  • “Felix Shares” fully paid ordinary shares in Felix;

  • “Felix Shareholders” the shareholders of Felix;

“First Court Date” the first day on which the application made to the Federal Court of Australia or any other court of competent jurisdiction for orders under section 411(1) of the Corporations Act that the meeting of Felix Shareholders be convened is heard;

  • “Group” the Company and its subsidiaries from time to time;

  • “H Shares” overseas listed foreign invested shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange;

  • “Hong Kong”

  • the Hong Kong Special Administrative Region of the PRC;

  • “Hong Kong Listing Rules”

  • the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;

  • “Hong Kong Stock Exchange” the Stock Exchange of Hong Kong Limited;

  • “IMC”

  • International Marine Corporation Group of Singapore;

  • “Independent Expert”

the independent expert appointed by Felix in accordance with the Scheme Implementation Agreement;

  • “Independent Expert’s Report”

the report in connection with the Scheme to be prepared by the Independent Expert in accordance with the Australian Corporations Act, and Australian Securities and Investments Commission policy and practice, for inclusion in the Scheme Booklet;

– 3 –

DEFINITIONS

“Itochu” Itochu Corporation of Japan; “JORC Code” the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, which sets out minimum standards, recommendations and guidelines for Public Report in Australia of Exploration Results, Mineral Resources and Ore Reserves; “Korean Consortium” a consortium consisting of KORES; Korea Electric Power Corporation; Korea-South East Power Co., Ltd.; Korea Midland Power Co., Ltd.; Korea Western Power Co., Ltd; Korea Southern Power Co. Ltd.; and Hanwha Corporation of Korea; “KORES” Korea Resource Corporation, an entity owned by the Korean government; “Latest Practicable Date” 11 September 2009, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication; “LTCC” Longwall Top Coal Caving; “Mt” million tonnes; “NCIG” Newcastle Coal Infrastructure Group, which is responsible for the construction and operation of terminal 3 at the Port of Newcastle in Australia; “PRC” or “China” the People’s Republic of China; “Related Body Corporate” or has the meaning ascribed to it in the Australian “Related Bodies Corporate” Corporations Act, and in relation to Felix means: (a) a holding company of Felix; (b) a subsidiary of Felix; or (c) a subsidiary of a holding company of Felix; “RMB” Renminbi, the lawful currency of the PRC; “SA Coal” South Australian Coal Corp. Pty Limited, a wholly owned subsidiary of Felix, holds coal and mineral exploration tenements in South Australia;

– 4 –

DEFINITIONS

  • “Scheme” the proposed scheme of arrangement between Felix and the scheme participant under Part 5.1 of the Australian Corporations Act, the implementation of which will give effect to the Transaction, subject to any alterations or conditions made or required by the Federal Court of Australia or any other court of competent jurisdiction under section 411(6) of the Australian Corporations Act and approved in writing by the Company and Felix;

  • “Scheme Booklet” the information to be dispatched to Felix Shareholders and approved by the Court, including the Scheme, explanatory statement in relation to the Scheme issued pursuant to section 412 of the Australian Corporations Act and registered with the Australian securities and Investments Commission, the Independent Expert’s Report, the deed poll, a tax opinion on the Scheme provided by Felix’ taxation advisers, a summary of the Scheme Implementation Agreement and notice convening the Scheme Meeting (together with proxy forms);

  • “Scheme Consideration” AUD16.95 for each Felix Share or such other amount as agreed between the Company and Felix;

  • “Scheme Implementation the agreement dated 13 August 2009 entered into Agreement” between the Company and Felix pursuant to which Felix will recommend the Scheme to Felix Shareholders by means of which the Company will, subject to the Conditions being fulfilled or waived, acquire all the Felix Shares;

  • “Scheme Meeting” the meeting ordered by the Court to be convened pursuant to section 411(1) of the Australian Corporations Act in respect of the Scheme;

  • “Scheme Participant” each person who is a Felix Shareholder as at the Scheme Record Date other than any Felix Shares held by the Company, Austar or any of their associates;

  • “Scheme Record Date” means 7:00p.m. on the fifth Business Day following the date on which the Scheme becomes Effective, or such other date as Felix and the Company may agree in writing;

– 5 –

DEFINITIONS

  • “Second Court Date”

  • the first day on which an application made to the Federal Court of Australia or any other court of competent jurisdiction for an order in relation to the Scheme made pursuant to section 411(4)(b) of the Corporations Act is heard;

  • “Shares” A Shares and H Shares;

  • “Shareholder(s)” the shareholder(s) of the Company;

  • “Sojitz” Sojitz Corporation of Japan;

  • “State”

  • the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local government entities);

  • “Superior Proposal”

  • a bona fide Competing Proposal received after the date of the Scheme Implementation Agreement which the Felix Board determines, acting in good faith and in order to satisfy what the Felix Board considers to be its fiduciary and statutory duties (after having taken advice from its legal and financial advisers):

  • (a) is capable of being valued and completed, taking into account all aspects of the Competing Proposal; and

  • (b) would, if completed substantially in accordance with its terms, be more favourable to the Felix Shareholders than the Scheme, taking into account all the terms of the Competing Proposal;

  • “Third Party”

  • any of the following: (i) a person other than the Company or any of its Related Bodies Corporate; or (ii) a consortium, partnership, limited partnership, syndicate or other group in which neither the Company nor any of its Related Bodies Corporate has agreed in writing to be a participant;

  • “Transaction”

the proposed acquisition by the Company (or a wholly-owned subsidiary of the Company) of all of the Felix Shares pursuant to the Scheme between Felix and Felix Shareholders under Part 5.1 of the Australian Corporations Act;

  • “UCC”

  • Ultra Clean Coal;

  • “VWAP”

volume weighted average price;

– 6 –

DEFINITIONS

“Yancoal Australia”

Yancoal Australia Pty Limited, a wholly-owned subsidiary of the Company in Australia, is a company incorporated under the laws of Australia;

% per cent.

Notes:

  1. Where amounts in Hong Kong dollars have been derived from Renminbi which have been derived from Australian dollars, such conversions are for the convenience of the readers only, and except as otherwise indicated, have been made at the rate of HKD1.00 to RMB0.8799 and AUD1.00 to RMB5.6859 respectively, as published by the Bank of China on 13 August 2009.

  2. Unless otherwise stated, a reference to any time contained in this circular is a reference to that time in Hong Kong.

  3. In this circular, the English names of the PRC entities are direct translation of their Chinese names and included herein for identification purpose only. In the event of any inconsistencies, the Chinese names shall prevail.

– 7 –

LETTER FROM THE BOARD

YANZHOU COAL MINING COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1171)

Directors: Registered office: Wang Xin 298 South Fushan Road Geng Jiahuai Zoucheng Yang Deyu Shandong Province Shi Xuerang PRC Chen Changchun Postal Code: 273500 Wu Yuxiang Wang Xinkun Principal place of business in Hong Kong: Zhang Baocai Rooms 2608-10 Dong Yunqing 26/F., The Center 99 Queen’s Road Central Independent non-executive Directors: Hong Kong Pu Hongjiu Zhai Xigui Li Weian Wang Junyan

11 September 2009

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION ACQUISITION OF 100% OF THE ISSUED SHARE CAPITAL IN FELIX RESOURCES LIMITED BY WAY OF A SCHEME OF ARRANGEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement made by the Company dated 13 August 2009. The Directors announced that, on 13 August 2009, the Company entered into a binding Scheme Implementation Agreement with Felix, a corporation incorporated in Australia with shares listed on ASX, pursuant to which, Felix Directors will unanimously recommend the Scheme to Felix Shareholders by means of which the Company will, subject to the

– 8 –

LETTER FROM THE BOARD

Conditions being fulfilled or waived, acquire all of the Felix Shares. The total Scheme Consideration for the Transaction will be approximately AUD3,333 million (equivalent to approximately HKD21,538 million or approximately RMB18,951 million).

As of the date of this circular, Felix has a total of 196,455,038 issued shares and will have 196,625,038 issued shares by the implementation of the Transaction, assuming the full exercise of 170,000 Felix Option Rights.

The implementation of the Transaction is conditional upon the satisfaction or waiver of the Conditions specified in the Scheme Implementation Agreement, which include but are not limited to obtaining the approvals of the Shareholders, Felix Shareholders and the Federal Court of Australia in respect of the Transaction and as described in the paragraph headed “Conditions” in this circular.

If concluded, the Transaction is anticipated to constitute a major transaction of the Company and will be subject shareholders’ approval requirement in accordance with Chapter 14 of the Hong Kong Listing Rules. The purpose of the circular is to provide you with (i) further information in relation to the terms of the Scheme Implementation Agreement; and (ii) a notice to the Shareholders of the EGM convening for the purposes of considering and, if thought fit, approving, among other things, the Scheme Implementation Agreement and the transactions contemplated thereunder.

THE SCHEME IMPLEMENTATION AGREEMENT

Date : 13 August 2009

Parties:

  • (i) the Company; and

  • (ii) Felix

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of Felix and its ultimate beneficial owners is a third party independent of and not connected with the Company and its connected persons.

As of the date of this circular, Felix has a total of 196,455,038 issued shares and will have 196,625,038 issued shares by the implementation of the Transaction, assuming the full exercise of 170,000 Felix Option Rights.

The Scheme

The Company, through its wholly-owned subsidiary Austar, will acquire the Felix Shares pursuant to the Scheme. Upon completion of the Scheme, all the Felix Shares will be acquired by Austar and the Felix Shareholders will be entitled to receive a cash payment of AUD16.95 per Felix Share.

– 9 –

LETTER FROM THE BOARD

Scheme Consideration

AUD16.95 (equivalent to approximately HKD109.54 or approximately RMB96.38) in cash for each Felix Share to be paid by the Company on the 8th Business Day after the coming into effect of the order of the Court approving the Scheme. It is expected that the total Scheme Consideration for the Transaction amounts to approximately AUD3,333 million (equivalent to approximately HKD21,538 million or approximately RMB18,951 million).

The Scheme Consideration of AUD16.95 for each Felix Share represents a 10.9% premium to the Dividend Adjusted 1 Month VWAP.

Conditions

Pursuant to the Scheme Implementation Agreement, the Transaction is conditional upon the fulfillment or waiver of a number of Conditions, including but not limited to the following, at any time before 8.00 a.m. on the Second Court Date (other than for Condition (xi) below):

  • (i) Foreign investment approval – the Company having received no objections from the Australian Treasurer or his agent under the Australian Government’s foreign investment policy to the acquisition by the Company of all of the Felix Shares;

  • (ii) PRC regulatory approvals – the Company having obtained all necessary legal and regulatory approvals, consents and authorizations required under the PRC laws in connection with the Transaction including (but not limited to) the National Development and Reform Commission of China, the Shandong Branch of the State-owned Assets Supervision and Administration Commission of China and the China Securities Regulatory Commission;

  • (iii) Shareholder’s approval – the Company having obtained approval from two-thirds of the Shareholders (including proxies) present at the EGM in respect of the acquisition of the Felix Shares that are the subject of the Transaction;

  • (iv) Financing – the Company entering into sufficient financing arrangements to fund the Transaction;

  • (v) No material transactions – no material transactions are undertaken by Felix or any of its subsidiaries unless required to be undertaken by the Felix Group pursuant to the Transaction or to the extent disclosed (including in the Felix budget);

  • (vi) Third party consents – Felix obtains a waiver from each relevant party of all rights that might arise as a result of the Transaction under its joint venture agreements, including those in relation to the Ashton coal mining project and Minerva coal mining project;

– 10 –

LETTER FROM THE BOARD

  • (vii) Divestment of SA Coal – removal of SA Coal from the Felix Group; to be effected in the absence of any agreement to the contrary by way of a declaration by the Felix Board of an in specie dividend of shares of SA Coal including the capitalization by Felix by way of further equity contribution in SA Coal of AUD10 million;

  • (viii) No material adverse change – no material adverse change occurs in relation to the Felix Group, including an event which diminishes consolidated net assets of the Felix Group by AUD200 million or more, or diminishes the aggregated consolidated annual net profit before tax of the Felix Group over 5 consecutive financial years by AUD100 million or more, or has the result that the Felix Group is unable to carry on its business in substantially the same manner but excluding any event beyond the control of the Felix Group (which includes any event that relates to interest rates, commodity prices or currency exchange rates);

  • (ix) No dividends – Neither Felix nor any of its Related Bodies Corporate makes or declares any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie) of more than AUD1.00 cash for each Felix Share, except any in specie distribution of shares or dividends made to Felix or between Felix Group members (other than SA Coal);

  • (x) Felix Shareholders approval – Felix Shareholders approve the Scheme by the necessary majorities;

  • (xi) Australian court approval – the Federal Court of Australia approves the Scheme in accordance with the Australian Corporations Act;

  • (xii) No prescribed occurrence – between the date of the Scheme Implementation Agreement and 8:00 a.m. of the Second Court Date, there is no occurrence of any events as defined in the Scheme Implementation Agreement, including (a) any member of the Felix Group resolve to reduce, or reducing, it share capital in any way, or reclassifying, redeeming, combing, splitting or repurchasing directly or indirectly any of Felix Shares; (b) any member of the Felix Group issuing shares, or granting an option over its shares, or agreeing to make such an issue or grant such option; (c) any member of the Felix Group issuing, or agreeing to issue, securities convertible into shares or debt securities; (d) any member of the Felix Group making, in aggregate, capital expenditure in excess of AUD5 million on projects not commenced or approved prior to the date of the Scheme Implementation Agreement; (e) any member of the Felix Group acquiring, leasing or disposing of, or agreeing to acquire, lease or dispose of, or offering, proposing or announcing a bid or tenders for, any material business, assets or entity with a value greater than AUS5 million; (f) any member of the Felix Group entering into a contract or commitment restraining it from competing with any person or conducting activities in any market; (g) other than in the ordinary course of business and consistent with past practice or except as provided for in an existing employment contract in place, any member of the Felix Group paying any bonus to, or increasing the compensation of, any officer or employee of any member of the Felix Group; accelerating the rights of any officer or employee of any member

– 11 –

LETTER FROM THE BOARD

of the Felix Group; or amending in any material respect any enterprise bargaining agreement, Australian workplace agreement or employee benefit plan relating to the officers or employees of any member of the Felix Group; or (h) any member of the Felix Group making any change in its accounting methods, principles or practices which would affect the reported consolidated assets, liabilities or results of operations of any member of the Felix Group, etc.;

  • (xiii) Independent Expert – the Independent Expert to be appointed by Felix concludes that the Scheme is in the best interests of Felix Shareholders; and

  • (xiv) Felix Debt Facilities – Felix receives all necessary consents, waivers and releases in respect of the Transaction under Felix’s debt facilities or has received adequate assurances in relation to a suitable replacement for the relevant facilities.

Each party has agreed to use all reasonable endeavors to procure that each of the Conditions for which it is responsible is satisfied as soon as practicable and that there is no occurrence that would prevent the Conditions for which it is responsible from being satisfied. Most of the Conditions cited above may be waived by one or both parties as specified in the Scheme Implementation Agreement.

Felix Dividend

Pursuant to the Scheme Implementation Agreement, Felix will pay to the Felix Shareholders (i) cash dividends totaling AUD1.00 for each Felix Share (the first payment is expected to be paid to Felix Shareholders on 30 October 2009) funded from Felix’s cash reserves; and (ii) an in-specie distribution of shares in SA Coal (which will have a cash backing of AUD0.05 a share).

Implementation

Felix has agreed to propose the Scheme. Each party has agreed to use all reasonable endeavors and utilise all necessary resources to produce the Scheme Booklet and implement the Scheme on the terms in accordance with the timetable set out in the Scheme Implementation Agreement.

Felix has agreed to commission an Independent Expert’s Report in respect of the Scheme, and to carry on its business and operations in the ordinary course and substantially consistent with the manner in which they have been conducted previously.

– 12 –

LETTER FROM THE BOARD

Recommendation of Felix Board

Felix has been advised by each of the Felix Directors that they intend to recommend the Transaction to Felix Shareholders. Felix has agreed to use its reasonable endeavors to procure each of the Felix Directors to maintain their recommendation of the Transaction, subject to:

  • (i) the Independent Expert concluding that the Transaction is in the best interests of Felix Shareholders; and

  • (ii) there being no Superior Proposal (which is, in summary, a publicly announced bona fide counter-proposal from a third party which the Felix Board determines, acting in accordance with its fiduciary duties, is capable of being valued and completed and is more favourable to Felix Shareholders than the Scheme).

Break Fees

The parties have agreed that the Transaction will benefit the parties and their respective shareholders and if the Scheme is not implemented, both parties will incur significant costs. The parties have agreed that a break fee of AUD33.30 million (equivalent to approximately HKD215.18 million or approximately RMB189.34 million) (“ Break Fee ”) will be payable in the following circumstances:

  • (i) Felix will pay the Break Fee to the Company if:

  • (a) in the period up to implementation (or termination) of the Scheme, any Felix Director fails to state or publicly changes or withdraws the statement or recommendation that the Transaction is in the best interests of Felix Shareholders, or a Competing Proposal is recommended by a majority of the Felix Board;

  • (b) a Competing Proposal is announced or made before the expiry of the Exclusivity Period, and is completed before the first anniversary of the Scheme Implementation Agreement, as a result of which a third party acquires a relevant interest (as defined under the Australian Corporations Act) and/or an economic interest in at least 20% of the shares in Felix Shares; or

  • (c) the Scheme Implementation Agreement is terminated by the Company because of Felix’ material breach or breach of Felix’ exclusivity obligations (referred to under the heading “Exclusivity” below); and

  • (ii) the Company will pay the Break Fee to Felix if Felix terminates the Scheme Implementation Agreement because of the Company’s material breach or where the Company fails to obtain financing required to fund the Transaction.

– 13 –

LETTER FROM THE BOARD

Exclusivity

Felix has agreed to the following exclusivity arrangements until implementation (or termination) of the Scheme:

  • (i) (No shop restriction) it will not solicit or encourage any Competing Proposals;

  • (ii) (No talk restriction) it will not negotiate or enter into discussions with any Third Party in relation to a Competing Proposal; and

  • (iii) (No due diligence) it will not provide any due diligence information for the purposes of enabling a Third Party to make a Competing Proposal.

The ‘no talk’ and ‘no due diligence’ restrictions will not apply to a Competing Proposal that is not solicited in breach of the Scheme Implementation Agreement or that the Felix Board determines, in accordance with its fiduciary or statutory duties, to be a Superior Proposal.

Felix is also required to notify the Company of the details of any approaches made to Felix that may potentially lead to a Competing Proposal. If Felix receives a Superior Proposal, Felix’s Board must provide the Company with a five Business Day period within which the Company can put forward a counterproposal. If Felix’s Board decides that such counterproposal produces a superior outcome for the Felix Shareholders than the Competing Proposal, then the counterproposal will be implemented

Termination

The Scheme Implementation Agreement provides for the following termination rights:

  • (i) by either party if:

  • (a) the resolution to approve the Scheme submitted to the Scheme Meeting is not approved by the requisite majorities of Felix Shareholders;

  • (b) the Scheme has not become effective by 31 March 2010 (or such other date agreed by the Company and Felix);

  • (c) the Independent Expert concludes that the Scheme is not in the best interests of Felix Shareholders;

  • (d) either party materially breaches the Scheme Implementation Agreement and fails to cure such breach within 5 Business Days;

  • (e) the Federal Court of Australia refuses to make an order convening the Scheme Meeting or approving the Scheme;

  • (f) a court or other regulatory authority issues an order, decree or ruling or takes any other action which permanently restrains or prohibits the Scheme;

– 14 –

LETTER FROM THE BOARD

  • (g) there is a failure of a Condition; or

  • (h) an insolvency event as defined in the Scheme Implementation Agreement occurs in relation to either party or material members of the corporate groups of Felix or the Company;

  • (ii) by the Company if:

  • (a) Felix breaches its exclusivity obligations (referred to in sub-section headed “Exclusivity” above);

  • (b) any Felix Director changes or withdraws his recommendation that Felix Shareholders should vote in favour of the Scheme; or

  • (c) a Competing Proposal in relation to Felix is recommended, promoted or otherwise endorsed by a majority of Felix Board; and

  • (iii) by Felix if Felix Board publicly changes or withdraws its recommendation of the Scheme, or recommends a Superior Proposal in relation to Felix.

BASIS OF DETERMINING OF THE SCHEME CONSIDERATION

The Scheme Consideration of AUD16.95 per shares was determined having regard to overall consideration and complete assessment on factors including, but not limited to the nature and performance of business and state of operation of Felix, future development plans, prevailing commodity price, exchange rate environment as well as the share price on the secondary market of Felix and ultimately after arms’ length negotiation between the Company and Felix.

To better understand the situation of Felix, the Company has carried out due diligence investigation. After taking into consideration the results of the due diligence investigation, the independent financial advisor of the Company considered comparable transaction analysis on Felix, along with a number of valuation methods including discounted cash flow analysis, and made a judgment on the rationality and fairness of the pricing of the Transaction.

The objective of comparable transaction valuation method is to analyze past merger and acquisition transactions and select transactions similar to the Transaction. The pricing of the Transaction was compared with the consideration paid by the acquirer in comparable transactions, with focus on the transaction premium paid by the acquirer.

The conclusions of the comparable transaction valuation method were verified by methods including discounted cash flow valuation. The discounted cash flow valuation was mainly based on the public information and results of the due diligence investigation of Felix. The valuation relied on assumptions for key variables, including total reserves and resources, annual production capacity, coal product mix, operational costs and taxation of all the coal mines owned by Felix. A valuation was performed based on these assumptions.

– 15 –

LETTER FROM THE BOARD

FINANCING ARRANGEMENTS FOR PAYMENT OF SCHEME CONSIDERATION

On 11 September 2009, the tenth meeting of the fourth session of the Board passed the resolution to adjust the financing scheme for the Transaction. The adjusted financing scheme is: to raise all the funds required for the Transaction by way of bank loans. To be specific, Bank of China Sydney Branch or a syndicate of banks led by Bank of China, Sydney branch will provide all the funds required to be paid for the Transaction to Yancoal Australia by way of bank loans and Yancoal Australia will in turn provide the funds to Austar for the payment of the consideration for the Transaction.

Principal terms of the loan agreement passed by the Board are as follows:

  • (1) Borrower:

Yancoal Australia;

(2) Currency and amount: USD or AUD, equivalent to RMB20 billion;

  • (3) Repayment deadline:

the earlier of 5 years from the date of initial drawdown, or 10 days before the date of expiry of the letter of guarantee issued by Bank of China Shandong Province Branch;

  • (4) Guarantee:

the standby letter of credit or letter of guarantee of the USD- or AUD-equivalent of RMB20 billion issued by Bank of China Shandong Province Branch containing the terms and conditions acceptable to the lender.

The tenth meeting of the fourth session of the Board also authorised two Directors, namely Mr. Chen Changchun and Mr. Wu Yuxiang, to carry out necessary amendments on the agreement in relation to financing and to execute the aforesaid loan agreement, guarantee agreement and other necessary documents relating to the financing with parties involved in the adjusted financing scheme.

Recently, Bank of China Sydney Branch has issued financing commitment for the provision of a total amount equivalent to RMB20 billion for the Transaction.

The Company reserves the right to partly fund the Scheme Consideration and related transaction costs through the Group’s current cash reserves if required.

As at 30 June 2009, the Group had cash reserves of approximately RMB11.7 billion (AUD2.0 billion).

These cash reserves are not subject to any security interests, rights of set off or other arrangements that might materially affect the Company’s and Austar’s ability to use these cash reserves to pay the Scheme Consideration.

– 16 –

LETTER FROM THE BOARD

INDICATIVE TIMETABLE

Below is an indicative timetable for the different stages of the Transaction. The specific time arrangement may be adjusted accordingly depending on the actual status and needs of the project:

  • 13 August 2009

  • The Company’s first board meeting to consider and pass the resolutions in relation to the Transaction and to approve, confirm and rectify the Scheme Implementation Agreement entered into with Felix.

  • 11 September 2009

  • The Company’s second board meeting to consider and approve this circular, the financing arrangements for the Transaction and to convene the extraordinary general meeting of the Company.

  • 28 September 2009

  • First Court Date to approve Felix to convene the meeting of Felix Shareholders for the purpose of approving the Scheme. Upon obtaining the order from the relevant court, Felix will distribute the Scheme Booklet to Felix.

  • Before 30 October 2009

  • To obtain approval of the Transaction from the State-owned Assets Supervision and Administration Commission of Shandong Province and Foreign Investment Review Board (FIRB) of Australia.

  • 30 October 2009

  • The Company’s extraordinary general meeting for the purpose of considering, and if thought fit, approving the Transaction.

  • Early December 2009

  • Obtaining approval of the Transaction from the relevant competent authorities including National Development and Reform Commission and China Securities Regulatory Commission.

  • 8 December 2009

  • Meeting of Felix Shareholders to vote for the Scheme.

  • 10 December 2009

Second Court Date to approve the implementation of the Scheme.

  • End of December 2009

Completion of the Transaction.

– 17 –

LETTER FROM THE BOARD

INFORMATION ON FELIX

Felix is a company incorporated under the laws of Australia and whose shares are listed on ASX. The principal activities of Felix are exploring and extracting coal resources, operating, mining, acquiring and developing resource related projects that primarily focus on coal in Australia.

Felix has four major coal operating mines in Queensland and New South Wales, including (i) Ashton underground coal mine, (ii) Ashton open-cut coal mine, (iii) Minerva open-cut coal mine, and (iv) Yarrabee open-cut coal mine; two developing projects, including: (i) Moolarben open-cut coal mine; and (ii) Moolarben underground coal mine; and four exploration assets, including: (i) Athena underground coal mine; (ii) Harrybrandt open-cut coal mine; (iii) Wilpeena open-cut coal mine; and (iv) Phillipson Basin coal mine.

Ashton Underground and Open-Cut Coal Mines

Felix is the operator of the Ashton underground and open-cut coal mines and holds a 60% interest in an unincorporated joint venture with IMC (30%) and Itochu (10%).

There are three mining leases (ML1529, ML1533 and ML1623), one mining lease application (MLA310) and two exploration licences (EL4918 and EL5860) relating to the Ashton Project in the Singleton area of New South Wales, all of which are either current or a renewal has been lodged.

Ashton washes 100% of its ROM coal to produce a semi-soft coking coal and a thermal coal that meets export market coal specifications, which are primarily sold to Asian steel mills. Ashton owns and operates an Coal Handling and Preparation Plant (CHPP) that has a throughput capacity of 6.5Mtpa of ROM coal washing.

Demand for access to port facilities at the Port of Newcastle currently exceeds available capacity with the result that all coal exporters have been allocated shipping quotas. Ashton’s effective allocation is 3.4Mt for FY2010.

Ashton Open-Cut Mine

The current Ashton open-cut mining operation is located in the north-eastern portion of the lease and is known as the North East Open-Cut. Current production is from the Barrett Pit, which commenced in February 2004 and will continue until remaining reserves are exhausted in mid FY2010. It is planned to develop and operate a new open-cut mine (South East Open-Cut) approximately 2km to the south of the north east pit, commencing in mid 2010 financial year after cessation of current mining. A further open-cut opportunity exists in the area above the current underground mine, known as the West Pit.

The open-cut mine is a truck and shovel operation that produces approximately 2.5Mtpa of ROM coal and 1.5Mtpa of saleable semi-soft coking and thermal coal for export. Ashton open-cut has 49.1Mt of reserves and 118.9Mt of resources. At the current production rate, the remaining mine life is approximately 17 years.

– 18 –

LETTER FROM THE BOARD

Ashton Underground Mine

The underground mine construction commenced in the third quarter of 2005, and longwall operations commenced in 2006. The Ashton underground longwall mine is designed to sequentially mine up to four coal seams, commencing with the uppermost seam (the Pikes Gully Seam).

The longwall mine production rates will vary according to seam geology and mining conditions with a budget annual production rate of up to 3.3Mtpa of ROM coal and 2.0Mt of saleable coal. For the financial year 2009 (year ended 30 June 2009), production from Ashton underground was 1.9Mt of saleable coal. All coal produced from the Ashton underground is semi-soft coking coal for export.

The underground mine has 47.4Mt of reserves and 322.7Mt of resources. The current reserves provide for a remaining mine life of 14 years. Ashton open-cut coal mine and underground mine exported a total of 3.14Mt in the 2009 financial year.

Minerva Open-Cut Coal Mine

Minerva is an open-cut coal mine situated 45km south of Emerald in Queensland’s Bowen Basin and 420km from the Port of Gladstone. Felix owns 51% of Minerva through an unincorporated joint venture with Sojitz (45%) and KORES (4%). Felix is the manager of the Minerva joint venture through its wholly owned subsidiary, Minerva Mining Pty Ltd.

The Minerva mine is a multi seam truck and shovel operation, mining two distinct export products. The coal does not require washing and is crushed and blended to produce a premium thermal coal product and a thermal coal product. The coal is generally low ash, high volatile coal with low sulphur with good burn properties. The first shipped from Minerva was in November 2005, and for the financial year of 2009, coal sales were 2.5Mt.

Minerva has 28.8Mt of reserves and 78.5Mt of resources. At the current production rate, the remaining mine life is approximately 11 years.

Minerva’s thermal products are exported through the Port of Gladstone, primarily to Japanese and Korean power generation and general industry markets.

Yarrabee Open-Cut Coal Mine

Felix holds a 100% interest in the Yarrabee open-cut coal mine. The Yarrabee mine produces and exports PCI (Pulverised Coal Injection) coal and exports thermal coal.

Yarrabee is a truck and shovel operation, which produced 1.5Mt and had coal sales of 1.6Mt of low volatile PCI and thermal coal for export markets in the 2009 financial year. A 2.5Mtpa wash plant was commissioned in July 2009 both on time and under budget, however, the expansion of the mine to 2.8Mtpa was placed on hold in the financial year of 2009 pending an improvement in the market for PCI coal.

– 19 –

LETTER FROM THE BOARD

There are a number of mining leases (ML80104, ML80049, ML80050, ML1770 and ML80096) which are either current or a renewal has been lodged, relating to the Yarrabee Project in the Central Highlands, Isaac, Blackwater and Northern Blackwater regions of Queensland. There is also a current mineral development lease (MDL160) and a number of exploration licences (EPC717, EPC621, EPC1117, EPC1449, EPC1429, EPC1684 and EPC1668) that are either current applications or a renewal application lodged.

Coal is exported from Yarrabee through the Port of Gladstone, which is owned and operated by the Gladstone Port Authority. The combined capacity of the RG Tanna and Barney Point coal loading terminals is 75Mtpa.

Yarrabee has 27.5Mt of reserves and 117.2Mt of resources. The remaining mine life is expected to be a minimum of 10. It is expected that further exploration and drilling would extend its mine life to at least 20 years. The Yarrabee coal products are mainly sold to customers from Japan, China, Europe and Korea.

Moolarben Development Project

Felix holds an 80% interest in the Moolarben development project in New South Wales, which includes both the Moolarben open-cut and underground coal mines. These two mines will produce high quality export thermal and domestic thermal coal. The Moolarben project is managed and operated by an unincorporated joint venture between Felix (80%), Sojitz (10%) and the Korean Consortium (10%). Felix manages the joint venture and has general marketing responsibilities while Sojitz has exclusive marketing responsibilities in Japan and Hanwha (a member of the Korean Consortium) will market the coal in Korea.

The Moolarben project consists of two mining leases (ML1605 and ML1606) as well as another current mining lease (ML1628). The Moolarben Project also holds a number of pending mining lease applications (MLA316, MLA317, MLA327, MLA331 and MLA319) and three current or renewal pending exploration licences (EL7073, EL7074 and EL6288) all in the area near Orange and Mudgee in New South Wales.

The Moolarben project area is located in the Western coalfields, on the north-west margin of the Sydney-Gunnedah Basin. The coal measures contain a number of coal seams, with the major seam being the Ulan seam, which ranges in thickness between 5 and 13 metres. The full seam will be recovered with open cut mines using excavators and trucks. A partial high quality section of the seam will be recovered with underground mines using longwall mining methods.

Moolarben will be a staged development of up to four open-cut mines and three underground mines as well as a washery, coal handling facility and train loading facilities. Additional infrastructure will include buildings, power supplies, water supplies and access roads.

Coal from Moolarben will be mainly exported through terminal 3, a new coal export terminal being developed at Kooragang Island, at the Port of Newcastle. Felix is a 15.4% shareholder in NCIG (as set out under the heading Newcastle Coal Infrastructure Group below).

– 20 –

LETTER FROM THE BOARD

Stage 1 approval for Moolarben, granted in September 2007, allowed for three open-cut mines and one underground mine to produce up to 12 Mtpa ROM coal and 10Mtpa of saleable coal. Construction of Stage 1 consisting of an open-cut, a CHPP and train loading facilities commenced in early 2009. Coal mining is planned to commence in late 2009 with first export coal railed in March 2010, in line with the availability of capacity from terminal 3 at the Port of Newcastle.

Approval for Stage 2, including two underground mines and one open-cut mine is expected in September/October 2009. Development will commence in the financial year of 2010, with production to coincide with the development of Stage 2 of terminal 3 at the Port of Newcastle, which is expected by mid-2012.

Both open-cut and underground mines are expected to operate concurrently from the financial year of 2013, and at full production will collectively produce up to 16Mtpa ROM coal and 13Mtpa of saleable thermal coal. Moolarben has 356.8Mt of reserves and 706.4Mt of resources, with a mine life of more than 20 years.

The majority of the Moolarben thermal coal product will be sold to several customers in Southeast Asia (mainly in Japan and Korea), with potential for some domestic sales to local power generators. 3.4Mt is already contracted to Korea commencing in early 2010.

SA Coal Exploration Asset

Phillipson Basin is an exploration project (EL3386) that is 100% owned by Felix’s subsidiary, SAC. Phillipson Basin is located in central South Australia. Total resources of 515Mt, inclusive of 160.3Mt of measured and indicated resources, are present within the Lake Phillipson Coal deposit. Further exploration work is underway to evaluate the additional potential of the tenement.

Other Exploration Assets

Felix also has interests in other exploration assets located in Queensland and New South Wales.

Athena

The Athena project consists of three exploration licences (EPC1591, EPC553 and EPC1116) and has an application lodged for a fourth (EPC1393). It is held by Felix (51%), Sojitz (45%) and KORES (4%) through an unincorporated joint venture. Athena is located adjacent to the Minerva mine. The tenement area covers approximately 27,000 hectares and is prospective for underground development. Athena has an inferred resource of 560Mt and is likely to be thermal coal of a similar grade and specification to the Minerva products. Athena is expected to use the Wiggins Island Coal Terminal at the Port of Gladstone. Felix has submitted an expression of interest to increase its export capacity through the Wiggins Island Coal Terminal starting in 2012.

– 21 –

LETTER FROM THE BOARD

Harrybrandt

The Harrybrandt exploration project is located near Nebo in Queensland’s Bowen Basin and is 100% owned by Felix. The project consists of an exploration licences (EPC1176) and a mineral development licence (MDL8).

The tenement is a mining development license and covers an area of 2,237 hectares. Harrybrandt has 102.5Mt of inferred resources and is prospective for opencut development. Harrybrandt has potential for producing ultra low volatile PCI coal and high value anthracite for a range of industries producing ferro-nickel, glass, steel, electrodes, pellets and recarburisers, and for use in specialised industrial applications such as sintering and filtration.

Wilpeena

Wilpeena is an exploration tenement (EPC1177) that is 100% owned by Felix and is adjacent to the operating Yarrabee mine. Limited exploration results to date has shown potential for an opencut development potentially producing a low volatile PCI, similar to Yarrabee.

The table below sets out information in relation to the tenements for the aforesaid (i) four major coal operating mines; (ii) two developing projects; and (iii) four exploration projects, of Felix:

Date of grant of Date of grant of
rights/Date of
application Expiry date
Coal Assets Tenements (date-month-year) (date-month-year)
Ashton ML1529 10-9-2003 11-11-2012
Ashton ML1533 26-2-2003 25-02-2024
Ashton ML1623 30-10-2008 30-10-2029
Ashton EL4918 18-12-1995 17-12-2010
Ashton EL5860 22-5-2001 31-05-2009
Minerva ML70145 1-12-2000 30-11-2030
Minerva ML70376 1-8-2008 30-11-2030
Yarrabee ML80104 1-10-2003 30-09-2023
Yarrabee ML80049 1-7-1999 30-6-2019
Yarrabee ML80050 1-11-1998 31-10-2018
Yarrabee ML1770 1-4-1992 31-3-2007
Yarrabee MDL160 1-4-2007 31-3-2012
Yarrabee ML80096 1-7-2002 30-6-2020
Yarrabee EPC717 27-9-2007 27-8-2009
Yarrabee EPC621 29-10-2006 28-10-2009
Yarrabee EPC1117 6-3-2008 5-3-2013
Yarrabee EPC1449
Yarrabee EPC1429
Yarrabee EPC1684

– 22 –

LETTER FROM THE BOARD

Date of grant of Date of grant of
rights/Date of
application Expiry date
Coal Assets Tenements (date-month-year) (date-month-year)
Yarrabee EPC1668
Moolarben ML1606 20-12-2007 20-12-2028
Moolarben ML1605 20-12-2007 20-12-2028
Moolarben MLA316 25-2-2008
Moolarben MLA 317 25-2-2008
Moolarben MLA 327 20-3-2009
Moolarben MLA 331 21-4-2009
Moolarben ML1628 24-2-2009 24-2-2030
Moolarben MLA 319 1-5-2008
Moolarben EL7073 12-2-2008 12-2-2010
Moolarben EL7074 12-2-2008 12-2-2010
Moolarben EL6288 23-8-2004 22-8-2009
Harrybrandt EPC1176 16-1-2008 15-1-2013
Harrybrandt MDL8 1-12-2005 30-11-2009
Athena EPC1591 3-7-2009 2-7-2014
Athena EPC553 14-2-2008 13-2-2010
Athena EPC1116 23-3-2007 22-3-2012
Athena EPC1393
Phillipson EL3386 9-8-2005 8-8-2009
Wilpeena EPC1177 14-11-2008 13-11-2013

Notes:

  1. “ML” denotes Mining Lease; “MDL” denotes Mineral Development Licence; “MLA” denotes Mineral/Mining Lease Application; “EL” denotes Exploration Licence and “EPC” denotes “Exploration Permit – Coal”.

  2. Information contained in the above table was updated as of 10 August 2009 from tenement reports obtained from the relevant Australian state government departments.

Newcastle Coal Infrastructure Group (NCIG)

NCIG was selected as the developer and operator of a third coal export terminal at the Port of Newcastle on the Hunter River. The NCIG project involves the staged construction and operation of this new coal export terminal on Kooragang Island at Newcastle, New South Wales.

– 23 –

LETTER FROM THE BOARD

Felix has a 15.4% shareholding in NCIG and is one of six shareholders:

Company Ownership
BHP Billiton Limited 35.47%
Peabody Pacific Pty Ltd 17.68%
Felix 15.40%
Donaldson Coal Pty Ltd 11.61%
Whitehaven Coal Limited 11.06%
Centennial Coal Company Limited 8.79%

The initial Stage 1 capacity of NCIG is 30Mtpa, increasing the current Newcastle port export capacity to 132Mtpa. The shareholdings of each shareholder in NCIG reflect the capacity entitlement allocated to each shareholder, guaranteeing Felix 4.62Mtpa of the initial Stage 1 NCIG capacity.

The NCIG shiploading facilities will be built to the west of the existing Kooragang shiploaders, with the new stockyards and rail facilities to the south-west of the Kooragang Coal Terminal.

The construction of the Moolarben open-cut mine is expected to match the timeframe for the expansion of the coal loading facilities at Newcastle, with the first shipment through NCIG scheduled for March 2010.

Feasibility study and design for Stage 2 of the NCIG terminal, an expansion to increase capacity to 66Mtpa, has commenced. NCIG has a 35 year lease on the site.

Ultra Clean Coal (UCC) Technology

Felix, through its subsidiary UCC Energy owns 100% of the patented technology for the production of UCC, and a UCC pilot plant located in the Hunter Valley, New South Wales.

UCC is a high purity, chemically cleaned coal that is combusted in gas turbines to provide high efficiency power generation. Its intended use is as an environmentally acceptable and lower cost alternative to natural gas.

Felix began development of UCC technology in 1989. UCC testing has been carried out with the assistance of Mitsubishi Heavy Industries Limited and Idemitsu Kosan Company Limited.

Felix is currently in discussions with two Chinese power utilities regarding the use of UCC.

– 24 –

LETTER FROM THE BOARD

INFORMATION RELATING TO THE RESERVES OF FELIX

The following is a summary of the statement of JORC resources provided by Felix in its statement of resources and reserves, attached to its annual financial results for the year ended 30 June 2009:

Statistical summary of Felix’s JORC resources

Evaluation Felix’s Measured Indicated Estimated Total
Coal Assets Status date ownership resources resources resources resources
(million (million (million (million
tonnes) tonnes) tonnes) tonnes)
Yarrabee open-cut Operating Dec 2008 100% 54.6 5.3 57.3 117.2
coal mine
Ashton open-cut coal Operating Dec 2008 60% 84.9 25.9 8.1 118.9
mine
Ashton underground Operating Dec 2008 60% 163.6 112.7 46.4 322.7
coal mine
Minerva open-cut Operating Jun 2008 51% 17.4 36.1 25.0 78.5
coal mine
Moolarben open-cut Development May 2008 80% 257.4 96.5 52.7 406.6
coal mine
Moolarben Development May 2008 80% 88.8 114.6 96.4 299.8
underground coal
mine
Athena underground Exploration Oct 2004 51% 0 0 560.0 560.0
coal mine
Harry-brandt open-cut Exploration May 2008 100% 0 0 102.5 102.5
coal mine
Wilpeena open-cut Exploration NA 100% 0 0 0 0
coal mine
Phillipson Basin Coal Exploration Jul 2009 100% 14.7 145.7 354.5 514.9
Mine
Total resources 681.4 536.8 1302.9 2521.1
(inclusive of
Phillipson Basin)
Attributable to Felix 504.2 421.5 964.6 1890.3
equity of each
project (inclusive
of Phillipson Basin)
Total resources 666.7 391.1 948.4 2006.2
(excluding
Phillipson Basin)
Attributable to Felix 489.5 275.8 610.1 1375.4
equity of each
project (excluding
Phillipson Basin)

– 25 –

LETTER FROM THE BOARD

The following is a summary of the statement of JORC reserves provided by Felix in its statement of resources and reserves, attached to its annual financial results for the year ended 30 June 2009:

Statistical summary of Felix’s JORC reserves

Evaluation Felix’s Proved Probable Total
Coal assets Status date Ownership Reserves Reserves Reserves
(Million (Million (Million
tonnes) tonnes) tonnes)
Yarrabee open-cut coal mine Operating Dec 2008 100% 26.1 1.4 27.5
Ashton open-cut coal mine Operating Dec 2008 60% 29.2 19.9 49.1
Ashton underground coal mine Operating Dec 2008 60% 23.5 23.9 47.4
Minerva open-cut coal mine Operating Jun 2008 51% 13.6 15.2 28.8
Moolarben open-cut coal mine Development Jun 2008 80% 40.4 237.3 277.7
Moolarben underground coal mine Development Jun 2008 80% 44.1 35.0 79.1
Total reserves 176.9 332.7 509.6
Attributable to Felix equity of 132.3 253.3 385.5
each project

Source of information: Presentation materials of Felix to investors for the financial year 2009

Notes:

  1. The above resources and reserves data were calculated based on the JORC standard, calculations for reserve volumes have been excluded for exploration projects,. The Wilpeena exploration project does not have JORC-compliant resource data.

  2. The above resources and reserves data were calculated on the basis of 100% equity interest of each project. Actual data of the resources and reserves owned by Felix can be calculated in proportion to Felix’s equity interest in each project.

  3. The Phillipson Basin Coal Mine Exploration project will be divested before completion of the Transaction and accordingly does not form part of the assets of the Transaction.

The information disclosed above regarding the existence of natural resources of Felix is substantiated by a technical report of a professional adviser engaged by Felix and such report is prepared based on the data including exploration results, analysis or other evidence made available to the professional adviser by Felix for such purpose.

With respect to the estimates of resources and reserves, Felix had engaged professional advisers in respect of each of its mines to provide these estimates on a basis that is consistent with the requirements of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, prepared by the Joint Ore Reserve Committee of the Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC) – effective December 2004.

– 26 –

LETTER FROM THE BOARD

HISTORICAL SHARE PRICE & FINANCIAL INFORMATION ABOUT FELIX

The market price of Felix Shares closed at AUD16.90 on Friday, 7 August 2009, which is the last trading day in Felix Shares prior to the first announcement date (14 August 2009) of the Transaction. The VWAP over the preceding 1-month period prior to the announcement and the Dividend Adjusted 1 Month VWAP was AUD16.34 per share and AUD15.29 per share, respectively.

The following is a summary of the audited consolidated financial information of Felix for the three financial years ended 30 June 2007, 2008 and 2009:

As at As at As at
30 June 2007 30 June 2008 30 June 2009
(audited) (audited) (audited)
(AUD’000) (AUD’000) (AUD’000)
Total assets 636,954 849,353 1,007,530
Total liabilities 234,755 301,862 295,492
Net assets 402,199 547,491 712,038
For the For the For the
year ended year ended year ended
30 June 2007 30 June 2008 30 June 2009
(audited) (audited) (audited)
(AUD’000) (AUD’000) (AUD’000)
Revenue 241,469 440,552 755,548
Profit before income tax 49,758 254,279 368,840
Profit after income tax from
continuing operations 47,159 188,460 267,618

The above financial information was prepared in accordance with the Australian Accounting Standards (“ AIFRS ”). There is no principal difference between the AIFRS and International Financial Reporting Standards (“ IFRS ”) as currently adopted by the Group which may have a material impact on the financial statements of Felix.

As at the Latest Practicable Date, the Company did not hold any interests in Felix.

– 27 –

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY

The Company is primarily engaged in the underground mining, preparation and processing, sale, railway transportation of coal, coal deep-processing and power generation business. The Company’s products consist of prime quality and low-sulphur coal, which are suitable for use in large-scale power plants as steam coal, in metallurgical production when combined with coking coal and in pulverized coal injections during steel production.

The Company has six coal mines located in Jining City, Shandong Province in the PRC with a collective in-place proven and probable reserve base of approximately 1,866 million tonnes as at 31 December 2008. The Austar Coal Mine (previously known as Southland Colliery) in New South Wales, Australia which was acquired by the Company in 2004, the Company’s Tianchi Coal Mine in Shanxi Province and Zhaolou Coal Mine in Heze City, Shandong Province have aggregate recoverable reserves of approximately 182 million tonnes.

MANAGEMENT DISCUSSION AND ANALYSIS ON FELIX

Shareholders and potential investors should read the following discussion and analysis in conjunction with the financial information of Felix for the three years ended 30 June 2009, which is included as Appendix II to this circular and should not rely merely on the information in this section.

For the Year Ended 30 June 2009

Business Review

As at 30 June 2009, Felix lifted its attributable exports by 4% to 4.8 million tonnes (FY2008: 4.6 million tonnes) and NPAT by 42% to AUD267.6 million (FY2008: AUD188.5 million). Felix’s Moolarben development project is on schedule to commence exporting in March 2010 after which attributable production is expected to more than double on an annual basis. All mines performed to expectation during the year. Despite a severe global market downturn and concern about future coal sales in late 2008 and into the first quarter of 2009, Felix did not reduce its mine workforce. In the second quarter of 2009, the market improved quickly and China became a significant importer for Felix’s thermal and metallurgical coal.

Yarrabee Mine (100% owned)

Yarrabee coal sales for FY2009 were 1.6 million tonnes with 406,000 tonnes in stock at year end. Mine planning to lift production to 2.8 mtpa for 20 to 30 years began in FY2009. A wash plant was constructed and commissioned during the year. This plant is operating at design capacity with yields in the 80% to 85% range.

Minerva Mine (51% owned)

Minerva coal sales for FY2009 were 2.5 million tonnes with coal stocks increasing from 454,000 tonnes at the end of FY2008 to 579,000 tonnes at the end of FY2009.

– 28 –

LETTER FROM THE BOARD

Ashton Mine (60% owned)

Ashton coal sales for FY2009 were 3.1 million tonnes with stocks at the end of period increasing to 414,000 tonnes. Both the open cut and underground mines and the coal preparation plant operated to plan.

Moolarben Project (80% owned)

Construction work at the Moolarben project proceeded to schedule with the of bulk earthworks nearing completion and foundations for the coal preparation plant and coal handling plant well advanced. Open cut mining in Stage 1 is expected to commence by early October 2009 with first coal to be loaded on trains at Moolarben in March 2010 to coincide with completion of Stage 1 of the new NCIG coal terminal at Newcastle.

Other business development

Felix has extensive exploration programs underway at Yarrabee, Wilpeena (north of Yarrabee) and Harrybrandt near Nebo. In South Australia exploration has continued in the Phillipson Basin and a JORC Resource of 515 million tonnes of measured, indicated and inferred has been defined.

Liquidity and Financial Resources

Felix mainly relied upon internally generated funds as well as bank and other borrowings to finance its operations and expansion.

As at 30 June 2009, the total net cash of Felix amounted to AUD287.2 million (FY2008: AUD145.9 million) and interest bearing liabilities of AUD51.4 million (FY2008: AUD91.2 million). The improved profitability and cash flows has increased cash on hand at 30 June 2009 to AUD338.6 million compared to AUD237.1 million last year.

Gearing was down with the ratio of interest bearing liabilities to equity plus interest bearing liabilities, falling to 7% (FY2008: 14%). The interest cover ratio, based on operating profits, has increased substantially from 16.3 times for FY2008 to 86.7 times for FY2009.

Capital Structure

Felix’s total capital comprises of total equity as shown in the balance sheet (including minority interest) plus total interest bearing liabilities. Felix’s primary objectives when managing capital are to ensure the continued ability to provide a consistent return for equity stakeholders through a combination of capital growth and distributions and to maintain an optimal capital structure to reduce the cost of capital. In order to achieve these objectives, Felix seeks to maintain a debt to equity ratio (gearing ratio) that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable Felix to meet its working capital and strategic investment needs. In order to maintain or adjust the capital structure, Felix may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or alter the amount of debt.

– 29 –

LETTER FROM THE BOARD

The gearing ratio at 30 June 2009 is as follows:

30
Total borrowings
Total equity
Total capital
Gearing ratio
June 2009
(AUD’000)
51,427
712,038
763,465
7%

The decrease in the gearing ratio during 2009 was primarily due to the repayment of borrowings and an increased in total equity attributable to retained profits. There have been no changes in the capital management objectives during the year, nor in the items considered to be capital. All financial covenants specified under borrowing facilities have been complied with during the year.

Exposure to Financial Risk and Related Hedges

Foreign exchange risk

Felix operates entirely in Australia and its costs are primarily denominated in its functional currency, the Australian dollar. Export coal sales are denominated in US dollars. A strengthening of the Australian dollar against the US dollar has an adverse impact on earnings and cash flow. Some plant and equipment purchases are denominated in currencies other than the Australian dollar. A weakening of the Australian dollar against those other currencies has an adverse impact on earnings and cash flow.

Foreign exchange risk that arises from firm commitments or highly probable transactions is managed principally through the use of forward foreign currency derivatives. Felix hedges a proportion of these transactions (such as contracted US dollar sales and asset purchases settled in foreign currencies) in each currency in accordance with the Board’s risk management policy.

– 30 –

LETTER FROM THE BOARD

Felix’s exposure to foreign exchange risk at the reporting date is set out below:

Trade receivables
Trade payables
Forward foreign exchange contracts
– buy foreign currency (cash flow hedges)
– sell foreign currency (cash flow hedges)
Net exposure
30 June 2009
USD
($’000)
EUR
(€’000)
29,298

(16)

33,517
14,271


62,799
14,271
YEN
(¥’000)


1,638,641
1,638,641

Coal price risk

Felix is exposed to price risk on the coal it produces and sells in the world market in US dollars. The majority of coal sales are made to Japanese and Korean power generation plants and steel mills, with prices negotiated annually. The remainder of coal sales are sold at the spot market price, or sold under long-term fixed prices.

Felix enters into coal swap contracts to sell specified amounts of coal in the future at stipulated prices. The objective of entering into the coal swap contracts is to reduce the coal price related volatility of Felix’s revenue stream and thereby assist in risk management for the Felix. Coal price speculation is specifically excluded. Coal swap contracts are entered for contracted future sales. The outstanding coal swap contracts are hedging highly probable forecasted sales of coal. The contracts are timed to mature when funds for coal sales are forecast to be received.

As at 30 June 2009, Felix had no coal swap contracts outstanding.

Interest rate risk

Felix is subject to interest rate risk that arises from borrowings. Borrowings issued at variable rates expose Felix to cash flow interest rate risk. Interest rate risk that arises from borrowings is managed generally by borrowing at floating interest rates. Felix hedges a proportion of borrowings issued at variable interest rates through the use of floating-to-fixed interest rate swap contracts when required under borrowing agreements.

Felix’s fixed rate borrowings and receivables are carried at amortised cost. They are therefore not subject to fair value interest rate risk. Felix’s exposure to cash flow interest rate risk from investments at 30 June 2009 was AUD88,143,000. Felix’s exposure to cash flow interest rate risk from borrowings at 30 June 2009 was AUD2,305,000.

– 31 –

LETTER FROM THE BOARD

Contingent Liabilities and Performance Guarantee

As at 30 June 2009, Felix and its joint ventures had total contingent liabilities of AUD10,688,000 in respect of guarantees secured over deposits, performance guarantees provided to external parties and guarantees provided in respect of the cost of restoration of certain mining leases, given to government departments as required by statute.

Risk Management Objectives and Policies

The Felix Board of Directors has overall responsibility for determining risk management objectives and policies and risk management is carried out by a central treasury department. The Board provides written principles for overall risk management, as well as policies covering specific areas such as, investment of excess liquidity, and the use of derivative financial instruments to mitigate foreign exchange risk, price risk, and interest rate risk. These derivative instruments create an obligation or right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivatives are used exclusively for hedging purposes and not as trading or other speculative instruments. Derivative transactions are entered into to hedge the risks relating to underlying physical positions arising from business activities.

The overall objective of the Board is to set policies that seek to reduce risk as much as possible and reduce volatility on financial performance without unduly affecting competitiveness and flexibility.

Significant Investment

Felix did not hold any significant investment for the financial year ended 30 June 2009.

Material Acquisitions and Disposal of Subsidiaries and Associated Companies

There was no material acquisition and disposal of subsidiaries and associated companies for the year ended 30 June 2009.

Remuneration Policies

Felix adopts the same remuneration policies throughout the three financial years ended 30 June 2009. Felix recognises the importance of having remuneration structures and levels aligned with the needs of the business. Levels are based on industry benchmarks and Felix’s circumstances.

Senior executive remuneration and other terms of employment are reviewed at least annually by a remuneration committee having regard to performance, relevant comparative information and independent expert advice. No specific performance conditions were set as at 30 June 2009. As well as a base salary, remuneration packages include superannuation, retirement and termination entitlements. There were no long term benefits paid during 2009.

– 32 –

LETTER FROM THE BOARD

Executive directors and senior executives may receive bonuses at the discretion of the remuneration committee. During the year the remuneration committee decided to pay cash bonuses to key management personnel on the successful completion of a number of significant projects.

Remuneration packages are set at levels that are intended to attract and retain executives capable of managing Felix’s operations. Remuneration of non-executive directors is determined by the Felix Board within the maximum amount approved by the shareholders from time to time.

Charges on Assets

Felix’s finance leases relate to mining vehicles and machinery with lease terms between 3 and 7 years. These leases have terms of renewal at the discretion of the specific entity that holds the lease with some purchase options but no escalation clauses. The leases are subject to review of financial covenant ratios on a quarterly basis and contain restrictions on further indebtedness for one particular lease.

30

Commitments in relation to finance leases are payable:
No later than one year
Later than one year and not later than five years
Later than five years
Total minimum lease payments
Less future finance charges
Recognized as a liability
June 2009
(AUD’000)
14,452
37,031
1,600
53,083
(11,574)
41,509

Future Plans for Material Investments

With a strong cash and balance sheet position, Felix was well placed to fund the development of the Moolarben coal project. To this end new finance lease facilities of AUD167.8 million were secured as at 30 June 2009 of which AUD17.9 million were drawn down for the Yarrabee coal preparation plant. The balance of the facility is available for the Moolarben coal project. Felix continued to work towards expanding its borrowing facilities by a further approximately AUD150 million with the funds targeted for development costs at the Moolarben coal project.

– 33 –

LETTER FROM THE BOARD

For the Year Ended 30 June 2008

Business Review

As at 30 June 2008, Felix lifted attributable exports by 24% to 4.6 million tonnes (FY2007: 3.7 million tonnes) and NPAT more than trebled to AUD188.5 million (FY2007: AUD47.2 million). The expansion of Yarrabee and the continued development of Moolarben maintained Felix’s goal to become a major coal producer by 2010.

Yarrabee Mine (100% owned)

The Yarrabee mine achieved sales of 1.6 million tonnes with one shipment of 80,000 tonnes due late June slipping into early July 2008. Stocks at year-end totalled 292,000 tonnes.

Minerva Mine (51% owned)

The Minerva mine performed to plan with 2.5 million tonnes exported in FY2008 from a total production of 2.8 million tonnes. The mine has now reached a steady state of production of thermal coal, which is sold to several customers mainly in Japan and Korea. Heavy rain in early 2008 in the Emerald area did affect employees access to the mine and production ceased for a few days.

Ashton (60% owned)

Exports from Ashton totalled 3.0 million tonnes of mainly semi-soft coking coal with some spot thermal coal sold for export. The open-cut mine performed to plan, however the underground mine encountered a dyke (intrusion) which slowed production for the third quarter of FY2008. The longwall has recently been transferred to the third panel where production has re-commenced.

Moolarben Project (80% owned)

Open-cut mining machinery was ordered with progressive delivery to commence in July 2009 through to February 2010. Detailed design of the coal preparation plant and train loading system began in FY2008 with construction of this infrastructure due to start in November 2008 for commissioning in February 2010.

Other Business Development

Felix has exploration programs underway at Yarrabee, Wilpeena, Harrybrandt and Athena in Queensland, Moolarben and Ashton in New South Wales and the Phillipson Basin in South Australia. In total there were seven drilling rigs operating and resources and reserves have increased substantially in FY2008 since a more intensive exploration program commenced.

– 34 –

LETTER FROM THE BOARD

Liquidity and Financial Resources

Felix mainly relied upon internally generated funds as well as bank and other borrowings to finance its operations and expansion, which was supplemented by proceeds received from the disposal of interests in its assets.

As at 30 June 2008, the total net cash of Felix amounted to AUD145.9 million, representing interest bearing liabilities of AUD91.2 million and cash of AUD237.1 million. Cash generated from operations was up AUD72.8 million or 340% over the previous period, a further reflection of strong selling prices while costs had been reasonably contained. The AUD177.9 million received from the sell down of equity in the Moolarben Joint Venture added to cash reserves which allowed continued debt repayments and also payment of AUD17.7 million in dividends.

The increased profitability in FY2008 combined with continued debt repayment assisted in bringing down the ratio of interest bearing liabilities to equity plus interest bearing liabilities. This ratio stood at 14% in FY2008 (FY2007: 20%). The interest cover ratio, based on operating profits, increased substantially from 1.7 times for FY2007 to 16.3 times for FY2008.

Capital Structure

The gearing ratio at 30 June 2008 is as follows:

30
Total borrowings
Total equity
Total capital
Gearing ratio
June 2008
(AUD’000)
91,223
547,491
638,714
14%

The decrease in the gearing ratio during 2008 was primarily due to the repayment of borrowings and an increase in total equity attributable to retained earnings. There have been no changes in the capital management objectives during the year, nor in the items considered to be capital. All financial covenants specified under borrowing facilities have been complied with during the year.

– 35 –

LETTER FROM THE BOARD

Exposure to Financial Risk and Related Hedges

Foreign exchange risk

Felix’s exposure to foreign exchange risk at the reporting date is set out below.

Trade receivables
Trade payables
Forward foreign exchange contracts
– buy foreign currency (cash flow hedges)
– sell foreign currency (cash flow hedges)
Net exposure
30 June 2008
USD
($’000)
EUR
(€’000)
54,976

(1,155)


2,428
(62,766)

(8,945)
2,428
YEN
(¥’000)


268,073
268,073

Coal price risk

As at 30 June 2008, Felix had outstanding coal swap contracts on 720,000 tonnes of coal sales at an average price of US$121.76 per tonne.

Interest rate risk

Felix’s exposure to cash flow interest rate risk from investments at 30 June 2008 was AUD65,039,000. Felix’s to exposure cash flow interest rate risk from borrowings at 30 June 2008 was AUD56,923,000.

Contingent Liabilities and Performance Guarantee

As at 30 June 2008, Felix and its joint ventures had total contingent liabilities of AUD14,705,000 in respect of guarantees secured over deposits, performance guarantees provided to external parties and guarantees provided in respect of the cost of restoration of certain mining leases, given to government departments as required by statute.

Significant Investment

Felix did not hold any significant investment for the financial year ended 30 June 2008.

Material Acquisitions and Disposals of Subsidiaries and Associated Companies

Effective 30 June 2007 Felix disposed of 10% of its interest in the Moolarben Coal Project to Sojitz Corporation. This transaction decreased Felix’s interest in the coal project from 100% to 90% and resulted in the formation of the Moolarben Joint Venture. As the sale was subject to various conditions, only the first tranche of the sale proceeds amounting to AUD20,000,000 was recognised during the year ended 30 June 2007. The balance of the

– 36 –

LETTER FROM THE BOARD

sale proceeds were recognised during the year ended 30 June 2008. Effective 29 February 2008 Felix disposed of 10% of its interest in the Moolarben Joint Venture. This transaction decreased Felix’s interest in the joint venture from 90% to 80%.

Charges on Assets

Felix’s finance leases relate to mining vehicles and machinery with lease terms between 3 and 7 years. These leases have terms of renewal at the discretion of the specific entity that holds the lease with some purchase options but no escalation clauses. The leases are subject to review of financial covenant ratios on a quarterly basis and contain restrictions on further indebtedness for one particular lease.

30
Commitments in relation to finance leases are payable:
No later than one year
Later than one year and not later than five years
Later than five years
Total minimum lease payments
Less future finance charges
Recognized as a liability
June 2008
(AUD’000)
10,145
15,128
2,132
27,405
(3,807)
23,598

Future Plans for Material Investments

The AUD177.9 million received from the sell down of equity in the Moolarben Joint Venture added to cash reserves which allowed continued debt repayments and also payment of AUD17.7 million in dividends.

– 37 –

LETTER FROM THE BOARD

For the Year Ended 30 June 2007

Business Review

As at 30 June 2007, Felix continued to expand its production and sales base and maintained its goal to become a major coal producer by 2010. Rising cost pressures coupled with increased demurrage at both Gladstone and Newcastle ports significantly reduced profit potential. The severe weather at Newcastle in June 2007 compounded the poor performance. The coal market for all Felix products, PCI, semi-soft coking and thermal coal remained strong in FY2007 with current spot prices consistently AUD10 to AUD20 above Felix’s annual contracted prices. Total attributable coal sales increased 24% to 3.7 million tonnes in FY2007 (2006: 3.0 million tonnes) and NPAT by 57% to AUD47.2 million (2006: AUD30.1 million)

Yarrabee Mine (100% owned)

The Yarrabee mine achieved sales of 1.6 million tonnes and finished the year with 321,000 tonnes in stocks. Poor performance of one of the large excavators contributed to the slightly lower overburden and coal production and the company has installed a new excavator which commenced operation in July 2007.

Minerva Mine (51% owned)

In its first full year of operation Minerva produced approximately 2.0 million tonnes of saleable coal and exported 1.8 million tonnes through Gladstone. The mine easily met its planned overburden capacity, however, coal production was lower due to a fault encountered near what was interpreted as a “dome” or roll in the seams. During the year Felix reduced its equity in Minerva from 70% to 51%. Sojitz increased its share from 30% to 45% and KORES purchased a 4% share.

Ashton Mine (60% owned)

The Ashton open cut produced and sold approximately 1.4 million tonnes of saleable coal during the year with the severe weather in the Hunter Valley in June 2007 affecting both production and sales. Demand for this high quality semi-soft coking coal is strong with most of the production sold to Japanese, Taiwanese and Korean steelmakers. The new longwall was commissioned on time in March 2007. Saleable production from the underground was 460,000 tonnes. Most of the coal was produced in the last quarter.

Moolarben (90% owned)

During the year, exploration resulted in the open cut resource increasing to from 309 million tonnes to 348 million tonnes at an average overburden to coal ratio of less than three to one. The underground resource increased from 198 million tonnes to 267 million tonnes, measured, indicated and inferred.

– 38 –

LETTER FROM THE BOARD

Business Development

Felix explored for coal in three areas of Queensland at Yarrabee North, Athena near Emerald and Harrybrandt near Nebo. Felix also prepared to re-commence exploration for coal and minerals at exploration tenements in central South Australia.

Liquidity and Financial Resources

Felix mainly relied upon internally generated funds as well as bank and other borrowings to finance its operations and expansion, which was supplemented by proceeds received from the disposal of interests in its assets.

As at 30 June 2007, the total net debt of Felix amounted to AUD88.8 million, representing interest bearing liabilities of AUD100.3 million and cash of approximately AUD17.5 million. Felix generated AUD21.4 million in cash from operations and raised AUD41.5 million during the year via the sell down of its interests in the Minerva and Athena Joint Ventures, from 70% interests to 51% interests in both projects.

Gearing was down with interest-bearing liabilities as a percentage of equity plus interest bearing liabilities of 20.0% (2006: 27.1%); with an interest cover ratio of 10.9 times (FY2006: 8.6 times).

Capital Structure

The gearing ratio at 30 June 2007 is as follows:

30
Total borrowings
Total equity
Total capital
Gearing ratio
June 2007
(AUD’000)
100,337
402,199
502,536
20%

The decrease in the gearing ratio during 2007 was primarily due to the repayment of borrowings and an increase in total equity attributable to retained profits.

Issued capital increased from 180.2 million in FY2006 to 196.2 million at FY2007, primarily due to the conversion of 7.5 million B Class Felix shares into ordinary shares and a large number of options exercised during the year. No B Class Felix shares remained outstanding at the end of 30 June 2007.

– 39 –

LETTER FROM THE BOARD

Exposure to Financial Risk and Related Hedges

Foreign exchange risk

Felix’s exposure to foreign exchange risk at the reporting date is set out below.

Trade receivables
Trade payables
Forward foreign exchange contracts
– buy foreign currency (cash flow hedges)
– sell foreign currency (cash flow hedges)
Net exposure
30 June 2007
USD
($’000)
EUR
(€’000)
1,495

(7)



(26,489)

(25,001)
YEN
(¥’000)



Interest rate risk

Felix’s exposure to cash flow interest rate risk from investments at 30 June 2007 was AUD86,550,000. Felix’s to cash flow interest rate risk from borrowings at 30 June 2007 was AUD61,831,000.

Contingent Liabilities and Performance Guarantee

As at 30 June 2007, Felix and its joint ventures had total contingent liabilities of AUD18,311,000 in respect of guarantees secured over deposits, performance guarantees provided to external parties and guarantees provided in respect of the cost of restoration of certain mining leases, given to government departments as required by statute.

Significant Investment

Felix did not hold any significant investment for the financial year ended 30 June 2007.

Material Acquisitions and Disposals of Subsidiaries and Associated Companies

Effective 1 July 2006 Felix disposed of 21.4% of its interest in the Minerva and Athena Joint Ventures to Sojitz Corporation. This transaction decreased Felix’s interest in the joint ventures from 70% to 55%. Effective 1 October 2006 Felix disposed of 7.3% of its interest in the Minerva and Athena Joint Ventures to KORES. This transaction decreased Felix’s interest in the joint ventures from 55% to 51%.

– 40 –

LETTER FROM THE BOARD

Effective 30 June 2007 Felix disposed of 10% of its interest in the Moolarben Coal Project. This transaction decreased Felix’s interest in the coal project from 100% to 90% and resulted in the formation of the Moolarben Joint Venture. As the sale was subject to various conditions, only the first tranche of the sale proceeds amounting to AUD20,000,000 was recognised during the year ended 30 June 2007.

Charges on Assets

Felix’s finance leases relate to mining vehicles and machinery with lease terms between 3 and 7 years. These leases have terms of renewal at the discretion of the specific entity that holds the lease with some purchase options but no escalation clauses. The leases are subject to review of financial covenant ratios on a quarterly basis and contain restrictions on further indebtedness for one particular lease.

30
Commitments in relation to finance leases are payable:
No later than one year
Later than one year and not later than five years
Later than five years
Total minimum lease payments
Less future finance charges
Recognized as a liability
June 2007
(AUD’000)
9,261
19,470
0
28,731
(4,019)
24,712

Future Plans for Material Investments

Felix did not disclose any future plans for material investments in the financial year 30 June 2007.

FINANCIAL EFFECT OF THE TRANSACTION

Upon conclusion of the Transaction, the Company will be interested in 100% of the total issued share capital of Felix and Felix will become a wholly-owned subsidiary of the Company. As such, all the earnings, assets and liabilities of the Felix Group will be consolidated into the consolidated financial statements of the Group.

As at 30 June 2009, the unaudited total assets and total liabilities of the Company prepared in accordance with the IFRS were approximately RMB34,840.90 million and RMB7,590.31 million respectively. As at 30 June 2009, the audited total assets and total liabilities of Felix prepared in accordance with the AIFRS were approximately AUD1,007.53 million and AUD295.49 million respectively. After the completion of the Transaction and taking into consideration of the potential debt financing in relation to the Transaction, the total assets and total liabilities of the Group are expected to increase respectively. As extracted from the 2008 annual report of Felix, the audited net profit (after income tax) of

– 41 –

LETTER FROM THE BOARD

Felix for the year ended 30 June 2009 was approximately AUD267.62 million. Considering the historical earnings of Felix, and the potential synergies that may be realized by the Group after completion of the Transaction, the Transaction could improve the earnings of the Group in the long term.

WORKING CAPITAL OF THE GROUP

The Company has secured a committed banking facility of RMB20 billion in connection with the Transaction, the terms and conditions of which are subject to the completion of the Transaction and finalization of other required documentation.

Taking into account the financial resources available to the Group, including the internally generated funds and the available banking facilities, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for the period ending 30 September 2010.

INDEBTEDNESS OF THE GROUP

As at 31 July 2009, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had the following outstanding borrowings:

Current portion of long term bank loans
Long term bank loans
RMB’000
82,000
165,000
247,000

Bank loans of the Group were unsecured and were guaranteed by the Controlling Shareholder.

As at 31 July 2009, the Group did not have any material contingent liabilities.

Save as aforesaid or otherwise mentioned therein and apart from intra-group liabilities, none of the companies in the Group had, at the close of the business on 31 July 2009, any outstanding loan capital issued and outstanding or agreed to be issued, bank overdrafts, charges or debentures, mortgages, loans or other similar indebtedness or any finance lease commitments, hire purchase commitments, liabilities under acceptances, acceptances credits or guarantees or other materials contingent liabilities.

The Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group since 31 July 2009.

– 42 –

LETTER FROM THE BOARD

TRADING PROSPECTS OF THE COMPANY

With an increase in coal supply in China, and a pickup in demand for coal, coal price is expected to be stable. The policies implemented by the Chinese government to boost domestic demand and guarantee national economic growth have achieved effective results. The gradual recovery of China’s economy leads to an increase in demand for coal by coal consuming industries. Meanwhile, many new coal mines commenced production and the closed coal mines in Shanxi Province are reopened. The decrease in coal export volume and the increase in coal import volume will enhance coal supply in China. Despite the increase in the capacity of railway coal transportation, the structural problem of transportation will continue to restrain coal supply. There will be tight supply in certain areas, certain period or for certain type of coal products. Factors such as increased high production concentration in the coal industry, resource tax and fee reform, environment protection and energy conserving policies and the government’s limitation on over-production capacity of coal mines, will contribute to maintain coal price at a stable level with little fluctuation. The PRC Government has suspended application for exploration rights of new coal resources, imposed more stringent safety production requirements, pushed in the consolidation of coal resource and speeded up the establishment of large coal groups to facilitate the stability of China’s coal market.

With a low demand in the international coal market, the coal price will continue to be volatile. As a result of the financial crisis, the world economy will recover in slow pace and the demand of energy will remain weak. Among the coal importing countries in Asia, coal import volume in Japan decreased, and the coal import volume of China and India increased, the coal demand and supply in the Asia-pacific region will remain balance. The increase in coal production capacity and improvement of port transportation capacity in Australia and the encouragement of coal export in Vietnam will enhance coal supply capacity in Asia-pacific region. International coal price will exhibit a volatile trend due to the change of supply-demand relationship, fluctuation of international oil price and sea freight rate.

As a coal enterprise, fluctuation in coal prices is one of the principal factors which affect the operating results of Felix. For the first half year of 2008, coal prices recorded a substantial increase as a result of the widening gap between demand and supply, devaluation of the U.S. dollar, surging prices of crude oil and stabilisation of prices resulting from long term agreements. The spot price of Australian thermal coal has reached USD190/tonne in July 2008. As a result of the impact of the global financial crisis in the second half of 2008, the major global economies entered into recession which resulted in a reduced international demand for coal and, as a result, a considerable fall in coal prices. The spot price of Australian thermal coal dropped to USD60/tonne in end of March 2009. A return of demand for coal in the second quarter of 2009 led to a mild rebound in coal prices. As at the end of August 2009, the spot price of Australian thermal coal has climbed to USD72.5/tonne.

– 43 –

LETTER FROM THE BOARD

The Company will continue to implement its operational strategies for external and internal development to continue to enhance its profitability and shareholders’ return. In the second half of 2009, the Company will focus on the following operating strategies:

  • Make vigorous yet steady efforts for the development and construction of external projects, continue to seek new acquisition opportunities and improve efficiency of utilization of its own funds. The Company will strictly implement investment decision making procedures, strengthen the management of its project investments, avoid and control investment risks and accelerate the production results of its existing projects. The Yulin Neng Hua 0.6 million tonnes methanol project and Heze Neng Hua’s Zhaolou Coal Mine is planned to reach full capacity and the Heze Neng Hua’s Wanfu Coal mine is planned to commence the construction this year. The expedition of the promotion of Yushuwan Coal Mine Company’s establishment and commencement of commercial operation as soon as possible, are also significant objectives for the Company. Through seizing opportunities for the integration of coal resources and after taking into account technical, financial conditions and operational risk, the Company will strengthen its ability for sustainable development by seeking new overseas and domestic investment opportunities in coal and related industries to expand the scale of its coal mine assets. The Company will focus on the acquisition of equity interest in Felix. Take full advantage of the adequacy of its own funds, the Company will pay more attention to project investment, development and construction, seek new opportunities for capital operation, increase the efficiency of utilization of its own funds to generate higher returns for Shareholders.

  • Improving operational management will effectively control costs and guarantee a maximum benefit to the Company. Firstly, the Company will make constant efforts in basic safety management, and will work hard to build long-term safety production mechanisms. Secondly, the Company will stabilize the production and sales volume of the Company’s headquarter coal mines, optimise its mine production system, to expand the scale of production external coal mines. The Company will pay great attention on the resettlements of the villages located above coal fields and obtaining approvals for underneath river mining. Thirdly, the Company will continue to implement the “Three Nil Project”, and improve product quality and competitiveness; and guided by market demand, the Company will implement flexible marketing strategies, optimize product composition, user structure, distribution flows and mode of transportation to ensure stabilized sales volume. Lastly, with effective cost management as the core consideration, the Company will strengthen financial control systems and budget management, and make efforts in energy-saving and potential synergies.

  • Regulate corporate operations and fulfill social responsibilities of the Company. The Company intends to further strengthen its internal control system, improve its internal control, its business procedures and systems, and strengthen its ability to guard against risks; to enhance corporate governance and drive an even better regulated operation. The Company will actively implement its social responsibilities, adhering to the basic principles of safety, high efficiency,

– 44 –

LETTER FROM THE BOARD

cleanliness and mutual benefit, to realize the development of safe industry, clean development, healthy development to promote the harmonious development of the regional economy.

INTENTIONS IN RESPECT OF FELIX

This section sets out the Company’s intentions in relation to:

  • the continuation of the business of Felix;

  • any major changes to the business of Felix and any redeployment of the fixed assets of Felix; and

  • the future employment of the present employees of Felix, in circumstances where the Scheme is implemented.

Yancoal Australia and Austar are wholly owned subsidiaries of the Company. Accordingly, the intentions, views, understandings and beliefs of the Company as set out in this section are the same as those of Yancoal Australia and Austar.

The intentions set out in this section have been formed on the basis of the facts and information concerning Felix and the general business environment which are known to the Company as at the time of the preparation of this circular. Final decisions on these matters will only be made by the Company in light of all material facts and circumstances at the relevant time. Accordingly, the statements set out in this section are statements of current intention only, which may change as new information becomes available or as circumstances change, and the statements in this section should be read in that context.

(a) Felix to be delisted

If the Scheme is implemented, Felix will request ASX to remove Felix from the official list of ASX.

(b) Board

The Company intends to reconstitute the Felix Board so that a majority of Felix Directors are nominees of the Company and make any consequential changes to the boards of Felix’s subsidiaries and of any company in respect of which Felix has nominee directors.

(c) Head office and management

The Company will keep Felix’s head office located in Australia. Following implementation of the Transaction, the Company intends to undertake a review of Austar and Felix’s head office functions to determine the extent to which they may be able to be merged or integrated.

– 45 –

LETTER FROM THE BOARD

The Company intends that Austar and Felix’s marketing operations will be integrated into one marketing channel to maximise the value realised from the Company’s Australian operations. However, the Company is committed to continuing to trade Felix’s coal products on an arms length basis to a range of markets and has no intentions to modify the existing sales agreements.

(d) Business and operations

The Company intends to continue the current mining, exploration and other businesses of Felix in accordance with its existing practices.

In particular, the Company intends to continue the timely development of Felix’s Moolarben coal project and remain focused on funding and growing Felix’s exploration program in Australia, including the Athena, Wilpeena and Harrybrandt projects. The Company also intends to continue Felix’s involvement in the NCIG Consortium building new capacity at the Port of Newcastle.

The Company intends to work with Felix’s existing joint venture partners, customers and business partners to ensure the optimal performance of Felix’s assets.

The Company also intends to enhance Felix’s existing businesses and operations through the introduction of new technology and methods that the Company has successfully applied in its Austar operations, including introducing its patented LTCC technology to Felix’s underground mining operations to enable it to improve Felix’s resource recovery.

(e) Employees

The Company is committed to retaining Felix’s existing employees and management and maintaining the current workforce at the Company’s current Australian operations. The Company will grow the combined workforce as development projects are brought into production and future exploration opportunities become developed projects.

(f) Initial public offering

The Company intends that, subject to market conditions at the time being reasonable, it will undertake an initial public offering of its combined Australian operations (being the Austar coal mine and the operations of Felix) within several years of the implementation of the Scheme.

– 46 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction, if completed, will provide the Company with the opportunity to expand its mining operations with the strategic objective of extending its coal reserves and increasing production. The Company also expects the Transaction to deliver operational synergies and other strategic benefits by further diversification of its operations.

The Company strongly believes that it can consolidate and operate the existing coal mines of Felix successfully. The Company is of the view that it has a unique advantage in underground coal mining and has secured various patents for underground mining technology in Australia. The production in coal pits and fire prevention and extinguishment technology that the Company has introduced to and successfully applied in Australia, including in particular its LTCC technology, enable it to improve the resource recovery rate of its mining operations.

The Board (including the independent non-executive directors of the Company) considers that the terms of the Transaction are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

RISKS IN RELATION TO THE TRANSACTION

Shareholders and potential investors should note that the Transaction may or may not be successful and may not complete, depending upon, among other things, fulfillment of the Conditions.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

IMPLICATIONS UNDER THE HONG KONG LISTING RULES

It is anticipated that, if concluded, the Transaction will constitute a major transaction of the Company, and will be subject to shareholders’ approval requirement in accordance with Chapter 14 of the Hong Kong Listing Rules.

To the best of the Directors’ knowledge and information, and having made all reasonable enquiries, no Shareholders have a material interest in the Transaction and accordingly, no Shareholder is required to abstain from voting on the relevant resolutions at the EGM.

– 47 –

LETTER FROM THE BOARD

DELAY IN DISCLOSURE OF CERTAIN NON-PUBLIC INFORMATION OF THE ENLARGED GROUP

The Company does not yet control Felix and does not have sufficient access to Felix’s financial systems to enable the Company’s auditors to conduct an audit on Felix’s financial statements in accordance with IFRS for the purpose of preparing the accountant’s report of Felix nor does it have access to certain substantive confidential non-public information relating to Felix which is required by the Hong Kong Listing Rules to be provided in this circular in respect of both Felix and the Enlarged Group. As at the Latest Practicable Date, the Company does not have access to the following information of Felix to enable information of the Enlarged Group to be included in this circular:

  • statement of indebtedness of the Felix Group made up to the latest practicable date;

  • statement of sufficiency of working capital of the Felix Group covering a period up to twelve months since the circular date;

  • pro forma statement of the assets and liabilities of the Felix Group on the same accounting basis;

  • statement as to the financial and trading prospects of the Felix Group;

  • particulars of any litigation or claims of material importance pending or threatened against any member of the Felix Group; and

  • material contracts and documents of the Felix Group available for inspection.

Full access to the books and records of Felix has not been granted to the Company for the following reasons:

  • The non-public information requested by the Company goes significantly beyond what Felix has regarded as reasonable access to its officers and records as defined in the relevant provision in the Scheme Implementation Agreement and what would normally be required of a target company under an Australian scheme of arrangement, given that the Company does not currently have control over Felix and that the Transaction has not been voted by Felix Shareholders;

  • In particular, the directors of Felix consider that to provide the Company with sufficient access to Felix staff, financial records and source accounting data to produce the relevant financial information for the purpose of the Hong Kong Listing Rules would involve considerable time and resource cost for Felix;

  • To provide working capital forecast and profit forecast of Felix for the period up to September 2010 would be outside Felix’s normal budgeting cycle and would require further significant resource commitment; and

– 48 –

LETTER FROM THE BOARD

  • The information requested by the Company would involve Felix signing a management representation letter to be provided to the Company. Given the nature of some of the requests and the fact that they relate to either forecast information or accounts prepared under accounting rules that are not familiar to the management, Felix is currently unable to confirm whether it will be able to provide such information in the form required by the Company.

For the above reasons, the Company anticipates that it will have to obtain control over Felix before it can have full access to all non-public financial information of Felix in order to fully comply with the disclosure requirements under Rules 14.66 and 14.67 of the Hong Kong Listing Rules. In this regard, the Company intends to defer the publication of certain non-public information in the manner set out in Rules 14.67A(2) and (3) of the Hong Kong Listing Rules.

For the purposes of this circular, the Company has extracted the audited consolidated financial statements of the Felix Group prepared under AIFRS for the three years ended 30 June 2009, extracted from the relevant annual reports or approved accounts of Felix.

The Company will issue a supplemental circular within 45 days of the earlier of the Company being able to exercise control over Felix and gain full access to the books and records of Felix for the purpose of complying with the disclosure requirements in respect of Felix and the Enlarged Group under Rules 14.66 and 14.67 of the Hong Kong Listing Rules.

The supplemental circular will include the following information:

  • accountant’s report on Felix containing financial information of the Felix Group for each of the three financial years ended 30 June 2009 prepared in accordance with IFRS and accounting policies adopted by the Group;

  • statement of indebtedness of the Enlarged Group made up to the latest practicable date;

  • statement of sufficiency of working capital of the Enlarged Group covering a period up to twelve months since the circular date;

  • pro forma statement of the assets and liabilities of the Enlarged Group on the same accounting basis;

  • statement as to the financial and trading prospects of the Felix Group and the Enlarged Group;

  • particulars of any litigation or claims of material importance pending or threatened against any member of the Enlarged Group;

  • material contracts and documents of the Enlarged Group available for inspection;

  • any other prescribed information under Rules 14.66 and 14.67 of the Hong Kong Listing Rules which has not been previously disclosed in the initial circular; and

– 49 –

LETTER FROM THE BOARD

  • any material changes to the information previously disclosed in this circular.

In the event that the Company is unable to comply with the above timeline, the Company will seek an extension from the Hong Kong Stock Exchange to issue the supplemental circular at a later date and further announcement will be made in this regard.

EXTRAORDINARY GENERAL MEETING

The EGM will be held at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 9:00 a.m. on Friday, 30 October 2009 for the purpose of considering and, if thought fit, approving the Scheme Implementation Agreement and the transactions contemplated thereunder.

A notice convening the EGM is set out on pages 379 to 381 to this circular. A reply slip and a proxy from for use at the EGM are enclosed. At the EGM, special resolutions will be proposed to approve, among other things, the Scheme Implementation Agreement and the transactions contemplated thereunder.

Whether or not you are able to attend the EGM, you are strongly urged to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares of the Company, the proxy form shall be lodged with the Company’s H Share Registrar, Hong Kong Registrars Limited at 18/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event, no later than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof); and for holders of A Shares, the proxy form shall be lodged with the Office of the Secretary to the Board at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC as soon as possible, but in any event, no later than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

RECOMMENDATION

Due to the requirement under the China Securities Regulatory Commission, the Material Asset Restructuring report (the “ MAR ”) is required to be approved by the Shareholders at the EGM before it can be submitted to the China Securities Regulatory Commission for approval. The content of the MAR substantially reflects the content of this circular. The full MAR in Chinese is available at the Company’s website at (www.yanzhoucoal.com.cn), the Hong Kong Stock Exchange’s website at (www.hkex.com.hk) and the Shanghai Stock Exchange’s website at (www.sse.com.cn), Shareholders are welcome to review the MAR before attending the EGM.

The Directors consider that the terms of the Scheme Implementation Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Transaction contemplated under the Scheme Implementation Agreement, the financial arrangements for payment of Scheme Consideration and the MAR.

– 50 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

WARNING: THE TRANSACTION MAY OR MAY NOT BE SUCCESSFUL AND MAY NOT COMPLETE, DEPENDING UPON, AMONG OTHER THINGS, FULFILLMENT OF THE CONDITIONS. SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES.

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

– 51 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL SUMMARY

The following is a summary of the results of the Group for each of the years ended 31 December 2006, 2007 and 2008 and for each of the six months ended 30 June 2008 and 2009, and the balance sheets of the Group as at 31 December 2006, 2007 and 2008 and 30 June 2009, as extracted from the relevant financial statements of the Group prepared in accordance with IFRS.

The results of the Group for each of the years ended 31 December 2007 and 2008 and the balance sheets of the Group as at 31 December 2007 and 2008 were extracted from annual report of the Company for the year ended 31 December 2008. The results of the Group for the year ended 31 December 2006 and balance sheet of the Group as at 31 December 2006 were extracted from the annual report of the Company for the year ended 31 December 2007. The results of the Group for the six months ended 30 June 2008 and 2009 and the balance sheet as at 30 June 2009 were extracted from the interim report of the Company for the six months ended 30 June 2009.

– 52 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Consolidated income statements

Gross sales of coal

Railway transportation
service income
Gross sales of electricity
power
Gross sales of methanol
and heat supply
Total revenue

Transportation costs of
coal
Cost of sales and service
provided
Cost of electricity power
Cost of methanol and heat
supply
Gross profit
Selling, general and
administrative expenses
Share of (loss)/profit of
an associate
Other income
Interest expense
Profit before income taxes
Income taxes
Profit for the year/period
Attributable to:
Equity holders of
the Company
Minority interests
Year ended 31 December
2006
2007
2008
RMB’000
RMB’000
RMB’000
12,783,567
14,906,746
24,557,521
160,399
203,714
247,199


59,811


38,550
Year ended 31 December
2006
2007
2008
RMB’000
RMB’000
RMB’000
12,783,567
14,906,746
24,557,521
160,399
203,714
247,199


59,811


38,550
Year ended 31 December
2006
2007
2008
RMB’000
RMB’000
RMB’000
12,783,567
14,906,746
24,557,521
160,399
203,714
247,199


59,811


38,550
Six months ended
30 June
2008
2009
RMB’000
RMB’000
12,065,436
8,829,078
111,931
112,587

101,817

7,380
12,177,367
9,050,862
(219,511)
(186,833)
(5,172,474) (4,437,963)

(84,131)

(4,246)
6,785,382
4,337,689
(1,422,260) (1,840,102)
(47,192)
43,815
194,152
198,685
(15,827)
(20,844)
5,494,255
2,719,243
(1,580,496)
(671,112)
3,913,759
2,048,131
3,912,641
2,025,690
1,118
22,441
3,913,759
2,048,131
Six months ended
30 June
2008
2009
RMB’000
RMB’000
12,065,436
8,829,078
111,931
112,587

101,817

7,380
12,177,367
9,050,862
(219,511)
(186,833)
(5,172,474) (4,437,963)

(84,131)

(4,246)
6,785,382
4,337,689
(1,422,260) (1,840,102)
(47,192)
43,815
194,152
198,685
(15,827)
(20,844)
5,494,255
2,719,243
(1,580,496)
(671,112)
3,913,759
2,048,131
3,912,641
2,025,690
1,118
22,441
3,913,759
2,048,131
12,943,966
(936,619)
(6,190,069)


5,817,278
(2,230,142)

165,837
(26,349)
3,726,624
(1,354,656)
15,110,460
24,903,081
(549,816)
(508,712)
(7,331,924) (11,816,789)

(88,253)

(37,834)
7,228,720
12,451,493
(2,854,677) (3,832,031)
(2,438)
(67,367)
165,837
351,493
(27,222)
(38,360)
4,543,313
8,865,228
(1,315,520) (2,385,617)
12,177,367
(219,511)
(5,172,474)


6,785,382
(1,422,260)
(47,192)
194,152
(15,827)
5,494,255
(1,580,496)
9,050,862
(186,833
(4,437,963
(84,131
(4,246
4,337,689
(1,840,102
43,815
198,685
(20,844
2,719,243
(671,112
2,371,968 3,227,793 3,227,793 3,913,759
2,372,985
(1,017)
3,230,450
(2,657)
6,488,908
(9,297)
3,912,641
1,118
2,025,690
22,441
2,371,968 3,227,793 6,479,611 3,913,759

– 53 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Consolidated balance sheets

ASSETS
Current assets
Bank balances and cash
Term deposits
Restricted cash
Bills and accounts receivable
Inventories
Other loans receivable
Prepayments and other receivables
Prepaid lease payments
Prepayment for resources
compensation fees
Prepayment for land subsidence,
restoration, rehabilitation and
environmental costs
Derivative financial instruments
Total current assets
Non-current assets
Mining rights
Prepaid lease payments
Prepayment for resources
compensation fees
Property, plant and equipment
Goodwill
Investments in securities
Interests in an associate
Restricted cash
Deposit made on investment
Deferred tax assets
Total non-current assets
Total assets
As
2006
RMB’000
4,715,945
1,194,531
68,562
2,211,909
579,561
640,000
231,505
13,746
3,240
212,912
at 31 December
2007
2008
RMB’000
RMB’000
4,424,561
8,439,578
1,294,984
1,153,385
11,185
18,823
2,753,485
2,977,266
440,134
819,599
640,000

326,668
1,567,210
13,976
15,296
3,240
3,240



at 31 December
2007
2008
RMB’000
RMB’000
4,424,561
8,439,578
1,294,984
1,153,385
11,185
18,823
2,753,485
2,977,266
440,134
819,599
640,000

326,668
1,567,210
13,976
15,296
3,240
3,240



As at
30 June
2009
RMB’000
8,645,119
3,011,995
19,066
2,202,836
651,101

1,694,464
16,972
2,559

66,840
9,871,911
-------------
307,909
578,988
21,827
12,139,939
295,584
96,142

49,023
97,426
9,908,233
-------------
356,012
576,412
18,488
13,524,594
298,650
409,526
897,562
48,822
117,926
31,175
14,994,397
-------------
1,039,707
628,119
15,490
14,149,446
298,650
139,887
830,195
78,791
117,926
46,023
16,310,952
-------------
1,031,502
692,518
14,919
14,743,357
500,342
260,796
874,010
94,612
117,926
199,962
13,586,838
-------------
--------------------------
23,458,749
16,279,167
-------------
--------------------------
26,187,400
17,344,234
-------------
--------------------------
32,338,631
18,529,944
-------------
--------------------------
34,840,896

– 54 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

LIABILITIES AND
SHAREHOLDERS’ EQUITY
Current liabilities
Bills and accounts payable
Other payables and accrued
expenses
Provision for land subsidence,
restoration, rehabilitation and
environmental costs
Amounts due to parent company
and its subsidiary companies
Unsecured bank borrowings
– due within one year
Derivative financial instruments
Taxes payable
Total current liabilities
Non-current liabilities
Amounts due to parent company
and its subsidiary companies
– due after one year
Unsecured bank borrowings
– due after one year
Deferred tax liability
Total non-current liabilities
Total liabilities
Capital and reserves
Share capital
Reserves
Equity attributable to equity
holders of the Company
Minority interests
Total equity
Total liabilities and equity
As at 31 December
2006
2007
2008
RMB’000
RMB’000
RMB’000
745,685
657,517
910,127
1,899,684
2,671,117
2,698,256

19,635
450,979
982,347
669,275
706,328
50,000
72,000
82,000


29,435
150,332
9,934
419,866
As at 31 December
2006
2007
2008
RMB’000
RMB’000
RMB’000
745,685
657,517
910,127
1,899,684
2,671,117
2,698,256

19,635
450,979
982,347
669,275
706,328
50,000
72,000
82,000


29,435
150,332
9,934
419,866
As at 31 December
2006
2007
2008
RMB’000
RMB’000
RMB’000
745,685
657,517
910,127
1,899,684
2,671,117
2,698,256

19,635
450,979
982,347
669,275
706,328
50,000
72,000
82,000


29,435
150,332
9,934
419,866
As at
30 June
2009
RMB’000
743,328
4,616,688
967,365
683,169
82,000

286,633
3,828,048
-------------
23,138
330,000
283,823
636,961
-------------
--------------------------
4,465,009
-------------
4,918,400
14,013,379
18,931,779
61,961
4,099,478
-------------
14,956
258,000
326,354
599,310
-------------
--------------------------
4,698,788
-------------
4,918,400
16,499,137
21,417,537
71,075
5,296,991
-------------
7,253
176,000
41,777
225,030
-------------
--------------------------
225,030
-------------
4,918,400
21,836,724
26,755,124
61,486
7,379,183
-------------
3,626
165,000
42,501
211,127
-------------
--------------------------
7,590,310
-------------
4,918,400
22,110,687
27,029,087
221,499
18,993,740
-------------
--------------------------
23,458,749
21,488,612
-------------
--------------------------
26,187,400
26,816,610
-------------
--------------------------
32,338,631
27,250,586
-------------
--------------------------
34,840,896

– 55 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

2. AUDITED FINANCIAL STATEMENTS

The following is an extract of the audited financial statements of the Group as extracted from the annual report of the Company for the year ended 31 December 2008.

Consolidated Income Statement

For the year ended December 31, 2008

NOTES
GROSS SALES OF COAL
7
RAILWAY TRANSPORTATION
SERVICE INCOME
GROSS SALES OF ELECTRICITY
POWER
GROSS SALES OF METHANOL
TOTAL REVENUE
TRANSPORTATION COSTS OF COAL
7
COST OF SALES AND SERVICE
PROVIDED
8
COST OF ELECTRICITY POWER
COST OF METHANOL
GROSS PROFIT
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
9
SHARE OF LOSS OF AN ASSOCIATE
28
OTHER INCOME
10
INTEREST EXPENSE
11
PROFIT BEFORE INCOME TAXES
INCOME TAXES
12
PROFIT FOR THE YEAR
13
Attributable to:
Equity holders of the Company
Minority interests
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
24,557,521
14,906,746
12,783,567
247,199
203,714
160,399
59,811


38,550


24,903,081
15,110,460
12,943,966
(508,712)
(549,816)
(936,619)
(11,816,789)
(7,331,924)
(6,190,069)
(88,253)


(37,834)


12,451,493
7,228,720
5,817,278
(3,832,031)
(2,854,677)
(2,230,142)
(67,367)
(2,438)

351,493
198,930
165,837
(38,360)
(27,222)
(26,349)
8,865,228
4,543,313
3,726,624
(2,385,617)
(1,315,520)
(1,354,656)
6,479,611
3,227,793
2,371,968
6,488,908
3,230,450
2,372,985
(9,297)
(2,657)
(1,017)
6,479,611
3,227,793
2,371,968
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
24,557,521
14,906,746
12,783,567
247,199
203,714
160,399
59,811


38,550


24,903,081
15,110,460
12,943,966
(508,712)
(549,816)
(936,619)
(11,816,789)
(7,331,924)
(6,190,069)
(88,253)


(37,834)


12,451,493
7,228,720
5,817,278
(3,832,031)
(2,854,677)
(2,230,142)
(67,367)
(2,438)

351,493
198,930
165,837
(38,360)
(27,222)
(26,349)
8,865,228
4,543,313
3,726,624
(2,385,617)
(1,315,520)
(1,354,656)
6,479,611
3,227,793
2,371,968
6,488,908
3,230,450
2,372,985
(9,297)
(2,657)
(1,017)
6,479,611
3,227,793
2,371,968
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
24,557,521
14,906,746
12,783,567
247,199
203,714
160,399
59,811


38,550


24,903,081
15,110,460
12,943,966
(508,712)
(549,816)
(936,619)
(11,816,789)
(7,331,924)
(6,190,069)
(88,253)


(37,834)


12,451,493
7,228,720
5,817,278
(3,832,031)
(2,854,677)
(2,230,142)
(67,367)
(2,438)

351,493
198,930
165,837
(38,360)
(27,222)
(26,349)
8,865,228
4,543,313
3,726,624
(2,385,617)
(1,315,520)
(1,354,656)
6,479,611
3,227,793
2,371,968
6,488,908
3,230,450
2,372,985
(9,297)
(2,657)
(1,017)
6,479,611
3,227,793
2,371,968
24,903,081
(508,712)
(11,816,789)
(88,253)
(37,834)
12,451,493
(3,832,031)
(67,367)
351,493
(38,360)
8,865,228
(2,385,617)
15,110,460
(549,816)
(7,331,924)


7,228,720
(2,854,677)
(2,438)
198,930
(27,222)
4,543,313
(1,315,520)
12,943,966
(936,619
(6,190,069

5,817,278
(2,230,142

165,837
(26,349
3,726,624
(1,354,656
6,479,611 3,227,793
6,488,908
(9,297)
3,230,450
(2,657)
2,372,985
(1,017
6,479,611 3,227,793

– 56 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

NOTES
APPROPRIATIONS TO RESERVES
DIVIDEND RECOGNIZED AS
DISTRIBUTION DURING THE YEAR
15
EARNINGS PER SHARE, BASIC
16
EARNINGS PER ADS, BASIC
16
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
1,167,454
701,860
566,728
836,128
983,680
1,082,048
RMB1.32
RMB0.66
RMB0.48
RMB13.19
RMB6.56
RMB4.82
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
1,167,454
701,860
566,728
836,128
983,680
1,082,048
RMB1.32
RMB0.66
RMB0.48
RMB13.19
RMB6.56
RMB4.82
1,082,048
RMB0.48
RMB4.82

– 57 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Consolidated Balance Sheet

As at December 31, 2008

NOTES
ASSETS
CURRENT ASSETS
Bank balances and cash
17
Term deposits
17
Restricted cash
17
Bills and accounts receivable
18
Inventories
19
Other loans receivable
20
Prepayments and other receivables
21
Prepaid lease payments
22
Prepayment for resources compensation fees
23
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Mining rights
24
Prepaid lease payments
22
Prepayment for resources compensation fees
23
Property, plant and equipment
25
Goodwill
26
Investments in securities
27
Interests in an associate
28
Restricted cash
17
Deposit made on investment
29
Deferred tax assets
35
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
At December 31,
2008
2007
RMB’000
RMB’000
8,439,578
4,424,561
1,153,385
1,294,984
18,823
11,185
2,977,266
2,753,485
819,599
440,134

640,000
1,567,210
326,668
15,296
13,976
3,240
3,240
At December 31,
2008
2007
RMB’000
RMB’000
8,439,578
4,424,561
1,153,385
1,294,984
18,823
11,185
2,977,266
2,753,485
819,599
440,134

640,000
1,567,210
326,668
15,296
13,976
3,240
3,240
14,994,397
1,039,707
628,119
15,490
14,149,446
298,650
139,887
830,195
78,791
117,926
46,023
17,344,234
9,908,233
356,012
576,412
18,488
13,524,594
298,650
409,526
897,562
48,822
117,926
31,175
16,279,167
32,338,631 26,187,400

– 58 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

NOTES
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bills and accounts payable
30
Other payables and accrued expenses
31
Provision for land subsidence, restoration, rehabilitation
and environmental costs
32
Amounts due to Parent Company and its subsidiary
companies
40
Unsecured bank borrowings – due within one year
33
Derivative financial instruments
34
Taxes payable
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Amounts due to Parent Company and its subsidiary
companies – due after one year
40
Unsecured bank borrowings – due after one year
33
Deferred tax liability
35
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
CAPITAL AND RESERVES
36
SHARE CAPITAL
RESERVES
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF
THE COMPANY
MINORITY INTEREST
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY
At December 31,
2008
2007
RMB’000
RMB’000
910,127
657,517
2,698,256
2,671,117
450,979
19,635
706,328
669,275
82,000
72,000
29,435

419,866
9,934
At December 31,
2008
2007
RMB’000
RMB’000
910,127
657,517
2,698,256
2,671,117
450,979
19,635
706,328
669,275
82,000
72,000
29,435

419,866
9,934
5,296,991
7,253
176,000
41,777
225,030
5,522,021
4,918,400
21,836,724
26,755,124
61,486
26,816,610
4,099,478
14,956
258,000
326,354
599,310
4,698,788
4,918,400
16,499,137
21,417,537
71,075
21,488,612
32,338,631 26,187,400

The consolidated financial statements were approved and authorized for issue by the Board of Directors on April 24, 2009 and are signed on its behalf by:

Wu Yuxiang

Director

Dong Yunqing

Director

– 59 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Consolidated Statement of Changes in Equity

For the year ended December 31, 2008

Balance at January 1, 2006
Gain on fair value change of
available-for-sale investments
Deferred taxes on fair value
change of available-for-sale
investments
Exchange difference arising on
translation of foreign
operations
Net income recognized directly
in equity
Profit for the year
Total recognized income and
expenses for the year
Appropriations to reserves
Transfer
Dividends
Acquisition of a subsidiary
Balance at December 31, 2006
Balance at January 1, 2007
Gain on fair value change of
available-for-sale investments
Deferred taxes on fair value
change of available-for-sale
investments
Exchange difference arising on
translation of foreign
operations
Net income recognized directly
in equity
Profit for the year
Total recognized income and
expenses for the year
Appropriations to reserves
Dividends
Contribution from a minority
shareholder of a subsidiary
Acquisition of additional interest
in a subsidiary
Balance at December 31, 2007
Share
capital
RMB’000
(note 36)
4,918,400


Share
premium
RMB’000
2,981,002


Future
development
fund
RMB’000
(note 36)
1,827,667


Statutory
common
reserve
fund
RMB’000
(note 36)
1,019,141


Statutory
common
welfare
fund
RMB’000
(note 36)
509,649


Translation
reserve
RMB’000
(15,016)


(489)
Investment
revaluation
reserve
RMB’000

33,961
(11,207)
Cash flow
hedge
reserve
RMB’000



Retained
earnings
RMB’000
6,377,734


Attributable
to equity
holders of
the
Company
RMB’000
17,618,577
33,961
(11,207)
(489)
Minority
interest
RMB’000
28,731


Total
RMB’000
17,647,308
33,961
(11,207
(489















390,907





175,821
509,649





(509,649)

(489)

(489)



22,754

22,754










2,372,985
2,372,985
(566,728)

(1,082,048)
22,265
2,372,985
2,395,250


(1,082,048)

(1,017)
(1,017)


(271)
34,518
22,265
2,371,968
2,394,233


(1,082,319
34,518
4,918,400 2,981,002 2,218,574 1,704,611 (15,505) 22,754 7,101,943 18,931,779 61,961 18,993,740
4,918,400









2,981,002









2,218,574






368,531


1,704,611






333,329












(15,505)


1,563
1,563

1,563



22,754
312,944
(75,519)

237,425

237,425













7,101,943




3,230,450
3,230,450
(701,860)
(983,680)

18,931,779
312,944
(75,519)
1,563
238,988
3,230,450
3,469,438

(983,680)

61,961




(2,657)
(2,657)

(330)
24,000
(11,899)
18,993,740
312,944
(75,519
1,563
238,988
3,227,793
3,466,781

(984,010
24,000
(11,899
4,918,400 2,981,002 2,587,105 2,037,940 (13,942) 260,179 8,646,853 21,417,537 71,075 21,488,612

– 60 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Balance at January 1, 2008
Loss on fair value change of
available-for-sale investments
Deferred taxes on fair value
change of available-for-sale
investments
Exchange difference arising on
translation of foreign
operations
Cash flow hedge reserve
recognized
Deferred taxes arising on change
of cash flow hedge reserve
Net loss recognized directly in
equity
Profit for the year
Total recognized income and
expenses for the year
Appropriations to reserves
Dividends
Balance at December 31, 2008
Share
capital
RMB’000
(note 36)
4,918,400










4,918,400
Share
premium
RMB’000
2,981,002










2,981,002
Future
development
fund
RMB’000
(note 36)
2,587,105








382,219

2,969,324
Statutory
common
reserve
fund
RMB’000
(note 36)
2,037,940








785,235

2,823,175
Statutory
common
welfare
fund
RMB’000
(note 36)











Translation
reserve
RMB’000
(13,942)


(101,227)


(101,227)

(101,227)


(115,169)
Investment
revaluation
reserve
RMB’000
260,179
(269,639)
67,409



(202,230)

(202,230)


57,949
Cash flow
hedge
reserve
RMB’000




(20,567)
8,831
(11,736)

(11,736)


(11,736)
Retained
earnings
RMB’000
8,646,853






6,488,908
6,488,908
(1,167,454)
(836,128)
13,132,179
Attributable
to equity
holders of
the
Company
RMB’000
21,417,537
(269,639)
67,409
(101,227)
(20,567)
8,831
(315,193)
6,488,908
6,173,715

(836,128)
26,755,124
Minority
interest
RMB’000
71,075






(9,297)
(9,297)

(292)
61,486
Total
RMB’000
21,488,612
(269,639)
67,409
(101,227)
(20,567)
8,831
(315,193)
6,479,611
6,164,418

(836,420)
26,816,610

– 61 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Consolidated Cash Flow Statement

For the year ended December 31, 2008

NOTES
OPERATING ACTIVITIES
Profit before income taxes
Adjustments for:
Interest expenses
Interest income
Dividend income
Net unrealized foreign exchange losses
Depreciation of property, plant and equipment
Release of prepaid lease payments
Amortization of prepayment for resources
compensation fees
Amortization of mining rights
Reversal of impairment loss on accounts
receivable and other receivables
Share of loss of an associate
(Gain) loss on disposal of property, plant and
equipment
Impairment loss on property, plant and
equipment
Operating cash flows before movements in
working capital
(Increase) decrease in bills and accounts
receivable
(Increase) decrease in inventories
Movement in land subsidence, restoration,
rehabilitation and environmental cost
Increase in prepayments and other current
assets
Increase in prepaid lease payments
Increase (decrease) in bills and accounts
payable
Increase in other payables and accrued
expenses
Increase (decrease) in amounts due to Parent
Company and its subsidiary companies
Cash generated from operations
Income taxes paid
Interest paid
Interest income received
Dividend income received
NET CASH FROM OPERATING
ACTIVITIES
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
8,865,228
4,543,313
3,726,624
38,360
27,222
26,349
(275,220)
(103,564)
(94,372)
(7,401)
(7,143)
(6,311)
284,278


1,140,809
1,237,132
1,061,976
15,109
13,861
13,826
2,998
3,339
320
35,652
15,728
12,069
(4,369)
(4,363)
(19,717)
67,367
2,438

(12,317)
(25,002)
73,531

339,743

10,150,494
6,042,704
4,794,295
(217,012)
(536,673)
40,527
(405,200)
145,891
(66,199)
431,344
232,547
(55,401)
(1,242,027)
(108,607)
(10,805)


(1,944)
263,755
(90,180)
235,899
34,481
622,128
64,281
40,749
(315,065)
471,464
9,056,584
5,992,745
5,472,117
(2,207,217) (1,520,081) (1,782,465)
(36,511)
(24,722)
(23,179)
275,220
103,564
94,372
7,401
7,143
6,311
7,095,477
4,558,649
3,767,156
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
8,865,228
4,543,313
3,726,624
38,360
27,222
26,349
(275,220)
(103,564)
(94,372)
(7,401)
(7,143)
(6,311)
284,278


1,140,809
1,237,132
1,061,976
15,109
13,861
13,826
2,998
3,339
320
35,652
15,728
12,069
(4,369)
(4,363)
(19,717)
67,367
2,438

(12,317)
(25,002)
73,531

339,743

10,150,494
6,042,704
4,794,295
(217,012)
(536,673)
40,527
(405,200)
145,891
(66,199)
431,344
232,547
(55,401)
(1,242,027)
(108,607)
(10,805)


(1,944)
263,755
(90,180)
235,899
34,481
622,128
64,281
40,749
(315,065)
471,464
9,056,584
5,992,745
5,472,117
(2,207,217) (1,520,081) (1,782,465)
(36,511)
(24,722)
(23,179)
275,220
103,564
94,372
7,401
7,143
6,311
7,095,477
4,558,649
3,767,156
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
8,865,228
4,543,313
3,726,624
38,360
27,222
26,349
(275,220)
(103,564)
(94,372)
(7,401)
(7,143)
(6,311)
284,278


1,140,809
1,237,132
1,061,976
15,109
13,861
13,826
2,998
3,339
320
35,652
15,728
12,069
(4,369)
(4,363)
(19,717)
67,367
2,438

(12,317)
(25,002)
73,531

339,743

10,150,494
6,042,704
4,794,295
(217,012)
(536,673)
40,527
(405,200)
145,891
(66,199)
431,344
232,547
(55,401)
(1,242,027)
(108,607)
(10,805)


(1,944)
263,755
(90,180)
235,899
34,481
622,128
64,281
40,749
(315,065)
471,464
9,056,584
5,992,745
5,472,117
(2,207,217) (1,520,081) (1,782,465)
(36,511)
(24,722)
(23,179)
275,220
103,564
94,372
7,401
7,143
6,311
7,095,477
4,558,649
3,767,156
10,150,494
(217,012)
(405,200)
431,344
(1,242,027)

263,755
34,481
40,749
9,056,584
(2,207,217)
(36,511)
275,220
7,401
6,042,704
(536,673)
145,891
232,547
(108,607)

(90,180)
622,128
(315,065)
5,992,745
(1,520,081)
(24,722)
103,564
7,143
4,794,295
40,527
(66,199
(55,401
(10,805
(1,944
235,899
64,281
471,464
5,472,117
(1,782,465
(23,179
94,372
6,311
7,095,477 4,558,649

– 62 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

NOTES
INVESTING ACTIVITIES
Decrease (increase) in term deposits
Purchase of property, plant and equipment
Decrease in other loans receivable
(Increase) decrease in restricted cash
Proceeds on disposal of property, plant and
equipment
Acquisition of Shanxi Group
39
Acquisition of Southland
Deposit made on investment
Acquisition of mining rights in Southland
Acquisition of mining rights in Zhaolou
Purchase of land use right
Investment in an associate
NET CASH FLOW USED IN INVESTING
ACTIVITIES
FINANCING ACTIVITIES
Dividend paid
Repayments of bank borrowings
Repayment to Parent Company and its
subsidiary companies in respect of
consideration for acquisition of Jining III
Dividend paid to a minority shareholder of a
subsidiary
Contribution from a minority shareholder of a
subsidiary
NET CASH FLOW USED IN FINANCING
ACTIVITIES
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, AT
JANUARY 1
EFFECT OF FOREIGN EXCHANGE
RATE CHANGES
CASH AND CASH EQUIVALENTS,
DECEMBER 31, REPRESENTED BY
BANK BALANCES AND CASH
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
141,599
(100,453)
131,804
(2,027,030) (2,772,586) (3,137,145)
640,000


(50,412)
59,404
(50,529)
19,829
31,593
14,165

(14,965)
(444,204)


(18,544)

(20,500)
(97,426)

(61,923)
(23,644)
(747,339)


(68,136)
(11,515)


(900,000)

(2,091,489) (3,790,945) (3,625,523)
(836,128)
(983,680) (1,082,048)
(72,000)
(50,000)
(200,000)
(13,248)
(8,689)
(9,230)
(292)
(330)
(271)

24,000

(921,668) (1,018,699) (1,291,549)
4,082,320
(250,995) (1,149,916)
4,424,561
4,715,945
5,885,581
(67,303)
(40,389)
(19,720)
8,439,578
4,424,561
4,715,945
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
141,599
(100,453)
131,804
(2,027,030) (2,772,586) (3,137,145)
640,000


(50,412)
59,404
(50,529)
19,829
31,593
14,165

(14,965)
(444,204)


(18,544)

(20,500)
(97,426)

(61,923)
(23,644)
(747,339)


(68,136)
(11,515)


(900,000)

(2,091,489) (3,790,945) (3,625,523)
(836,128)
(983,680) (1,082,048)
(72,000)
(50,000)
(200,000)
(13,248)
(8,689)
(9,230)
(292)
(330)
(271)

24,000

(921,668) (1,018,699) (1,291,549)
4,082,320
(250,995) (1,149,916)
4,424,561
4,715,945
5,885,581
(67,303)
(40,389)
(19,720)
8,439,578
4,424,561
4,715,945
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
141,599
(100,453)
131,804
(2,027,030) (2,772,586) (3,137,145)
640,000


(50,412)
59,404
(50,529)
19,829
31,593
14,165

(14,965)
(444,204)


(18,544)

(20,500)
(97,426)

(61,923)
(23,644)
(747,339)


(68,136)
(11,515)


(900,000)

(2,091,489) (3,790,945) (3,625,523)
(836,128)
(983,680) (1,082,048)
(72,000)
(50,000)
(200,000)
(13,248)
(8,689)
(9,230)
(292)
(330)
(271)

24,000

(921,668) (1,018,699) (1,291,549)
4,082,320
(250,995) (1,149,916)
4,424,561
4,715,945
5,885,581
(67,303)
(40,389)
(19,720)
8,439,578
4,424,561
4,715,945
(2,091,489)
(836,128)
(72,000)
(13,248)
(292)

(921,668)
4,082,320
4,424,561
(67,303)
(3,790,945)
(983,680)
(50,000)
(8,689)
(330)
24,000
(1,018,699)
(250,995)
4,715,945
(40,389)
(3,625,523
(1,082,048
(200,000
(9,230
(271
(1,291,549
(1,149,916
5,885,581
(19,720
8,439,578 4,424,561

– 63 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Notes to the Consolidated Financial Statements

For the year ended December 31, 2008

1. GENERAL

Organization and principal activities

Yanzhou Coal Mining 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 Securities Exchange (“SSE”), its H shares are listed on The Stock Exchange of Hong Kong (the “SEHK”), and its American Depositary Shares (“ADS”, one ADS represents 10 H shares) are listed on the New York Stock Exchange, Inc. The addresses of the registered office and principal place of business of the Company are disclosed in the introduction to the annual report.

The Company operates six coal mines, namely the Xinglongzhuang coal mine, Baodian coal mine, Nantun coal mine, Dongtan coal mine, Jining II coal mine (“Jining II”) and Jining III coal mine (“Jining III”), as well as a regional rail network that links these mines with the national rail network. The Company’s parent and ultimate holding company is Yankuang Group Corporation Limited (the “Parent Company”), a state-owned enterprise in the PRC.

The principal activities of the Company’s associate and subsidiaries are set out in notes 28 and 45, respectively.

As at December 31, 2008, the Group has a net current assets of RMB9,697,406,000 (2007: RMB5,808,755,000) and total assets less current liabilities of RMB27,041,640,000 (2007: RMB22,087,922,000).

Acquisitions and establishment of major subsidiaries

In 2006, the Company acquired a 98% equity interest in Yankuang Shanxi Neng Hua Company Limited (“Shanxi Neng Hua”) and its subsidiaries (collectively referred as the “Shanxi Group”) from the Parent Company at cash consideration of RMB733,346,000. The principal activities of Shanxi Group are to invest in heat and electricity, manufacture and sale of mining machinery and engine products, coal mining and the development of integrated coal technology.

Shanxi Neng Hua is an investment holding company, which holds 81.31% equity interest in Shanxi Heshun Tianchi Energy Company Limited (“Shanxi Tianchi”) and approximately 99.85% equity interest in Shanxi Tianhao Chemical Company Limited (“Shanxi Tianhao”). The principal activities of Shanxi Tianchi are to exploit and sale of coal from Tianchi Coal Mine, the principal asset of Shanxi Tianchi. Shanxi Tianchi has completed the construction of Tianchi Coal Mine and commenced production by the end of 2006. Shanxi Tianhao is established to engage in the production of methanol and other chemical products, coke production, exploration and sales. The construction of the methanol facilities by Shanxi Tianhao commenced in March 2006 and it has commenced production as at December 31, 2008. In 2007, the Company further acquired the remaining 2% equity interest in Shanxi Neng Hua from a subsidiary of the Parent Company at cash consideration of RMB14,965,000.

The Company originally held a 97% equity interest in Yanzhou Coal Yulin Power Chemical Co., Ltd. (“Yulin”). During the year, the Company acquired the remaining 3% equity interest in Yulin. Moreover, the Company made further investment of RMB600,000,000 in Yulin in the current year.

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company also prepares a set of consolidated financial statements in accordance with the relevant accounting principles and regulations applicable to PRC enterprises (“PRC GAAP”).

The consolidated financial statements include applicable disclosure required by the Hong Kong Companies Ordinance and by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

– 64 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The consolidated financial statements are presented in Renminbi, which is also the functional currency of the Company.

3. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

In the current year, the Group has applied, for the first time, a number of new standard, amendment and interpretations (“new IFRSs”) applicable to the Group issued by the International Accounting Standards Board (the “IASB”) and the International Financial Reporting Interpretations Committee (the IFRIC) of IASB, which are effective for the Group’s financial year beginning January 1, 2008.

International Accounting Standard Reclassification of Financial Assets (“IAS”) 39 & IFRS 7(Amendments) IFRIC 11 IFRS 2 – Group and Treasury Share Transactions IFRIC 12 Service Concession Arrangements IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction

The adoption of the new IFRSs had no material effect on how the results and the financial position for the current or prior accounting years have been prepared. Accordingly, no prior year adjustment has been required.

The Group has not early applied the following new and revised standards, amendments or interpretations that have been issued but are not yet effective.

IFRSs (Amendments) Improvements of IFRSs1
IAS 1 (Revised) Presentation of Financial Statements2
IAS 23 (Revised) Borrowing Costs2
IAS 27 (Revised) Consolidated and Separate Financial Statements3
IAS 1 & 32 (Amendments) Puttable Financial Instruments and Obligations Arising on
Liquidation2
IAS 39 (Amendment) Eligible Hedged Items3
IFRS 1& IAS 27 (Amendments) Cost of an Investment in a subsidiary, Jointly Controlled
Entity or an Assocaite2
IFRS 1 (Revised) First-time
Adoption
of
International
Financial Reporting
Standards3
IFRS 2 (Amendment) Share-based Payment – Vesting Conditions and Cancellations2
IFRS 3 (Revised) Business Combinations3
IFRS 7 (Amendment) Improving Disclosures about Financial Instruments2
IFRS 8 Operating Segments2
IAS 39 & IFRIC 9 (Amendments) Embedded Derivative6
IFRIC 13 Customer Loyalty Programmes4
IFRIC 15 Agreements for the Construction of Real Estate2
IFRIC 16 Hedges of a Net Investments in a Foreign Operation5
IFRIC 17 Distributions of Non-Cash Assets to Owners3
IFRIC 18 Transfers of Assets from Customers7
  • 1 Effective for annual periods beginning on or after January 1, 2009, except the amendments to IFRS 5, effective for annual periods beginning on or after July 1, 2009

  • 2 Effective for annual periods beginning on or after January 1, 2009

  • 3 Effective for annual periods beginning on or after July 1, 2009

  • 4 Effective for annual periods beginning on or after July 1, 2008

  • 5 Effective for annual periods beginning on or after October 1, 2008

  • 6 Effective for annual periods beginning on or after June 30, 2009

  • 7 Effective for transfers of assets from customers received on or after July 1, 2009

– 65 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Among these new standards and interpretations, IAS 1(Revised) is expected to materially change the presentation of the Group’s financial statements. The amendments affect the presentation of owner changes in equity and introduce a statement of comprehensive income. The Group will have the option of presenting items of income and expenses and components of other comprehensive income either in a single statement of comprehensive income with subtotals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). The amendment does not affect the financial position or results of the Group but will give rise to additional disclosures.

IFRS 8 will be effective for annual periods beginning on or after January 1, 2009. The accounting policy for identifying segments will be based on internal management reporting information that is regularly reviewed by the Group’s chief operating decision maker for the purposes of allocating resources to the segments and assessing their performances. In the current year, segment results are disclosed in accordance with IAS 14.

The adoption of IFRS 3 (Revised) may affect the accounting for business combination for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after July 1, 2009. IAS 27 (Revised) will affect the accounting treatment for changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control, which will be accounted for as an equity transaction.

The directors considered that except for the abovementioned standards or interpretations, the application of other standards or interpretations will have no material impact to the Group’s financial statements.

4. SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are stated at fair value. The principal accounting policies are set out below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of consolidated subsidiaries are presented separately from the Group’s equity therein. Minority interests in the net assets consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

Business combination

The acquisition of business is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given and liabilities incurred or assumed by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities are recognized at their fair values at the acquisition date.

– 66 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognized immediately in profit or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognized.

Acquisition of additional interests in subsidiary

Goodwill arising on acquisition of additional interest in subsidiary represents the excess of the cost of acquisition over the carrying value of the net assets attributable to the additional interest in the subsidiary.

Interests in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of net assets of the associates, less any identified impairment loss. When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. An additional share of losses is provided for and a liability is recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of that associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold and services provided in the normal courses of business, net of discounts and sales related taxes. Provided it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows:

Sales of goods are recognized when goods are delivered and title has passed.

Service income is recognized when services are provided.

Interest income from a financial asset is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial assets to that asset’s net carrying amount.

Dividend income from investments is recognized when the shareholders’ rights to receive payments have been established.

– 67 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Mining rights

Mining rights are stated at cost less accumulated amortization and are amortized on a straight line basis over the shorter of their useful life estimated based on the total proven and probable reserves of the coal mine or contractual period from the date of acquisition which approximates the date from which they are available for use.

Prepaid lease payments

Prepaid lease payments represent land use rights under operating lease arrangement and is expensed over the relevant lease term.

Property, plant and equipment

Property, plant and equipment, other than construction in progress and freehold land, are stated at cost less subsequent accumulated depreciation and accumulated impairment losses.

Depreciation is charged so as to write off the cost of items of property, plant and equipment, other than construction in progress and freehold land, over their estimated useful lives and after taking into account their estimated residual value, using the straight line method or units of production method.

Construction in progress represents property, plant and equipment under construction for production or for its own use purposes. Construction in progress is carried at cost less any impairment loss. Construction in progress is classified to the appropriate category of property, plant and equipment when completed and ready for intended use. Depreciation commences when the assets are ready for their intended use.

Any gain or loss arising on the disposal of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the consolidated income statement.

Impairment other than goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible assets and intangible assets with finite useful life to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset (determined at the higher of its fair value less costs to sell and its value in use) is estimated in order to determine the extent of the impairment loss (if any). Intangible assets with an indefinite useful life will be tested for impairment annually.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. Impairment loss is recognized as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as an income immediately.

Goodwill

Goodwill arising on acquisitions prior to January 1, 2005

Goodwill arising on an acquisition of net assets and operations of another entity for which the agreement date is before January 1, 2005 represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets and liabilities of the relevant acquiree at the date of acquisition.

– 68 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

For previously capitalized goodwill arising on acquisitions of net assets and operations of another entity after January 1, 2001, the Group has discontinued amortization from January 1, 2005 onwards, and such goodwill is tested for impairment annually, and whenever there is an indication that the cash-generating unit to which the goodwill relates may be impaired (see the accounting policy below).

Goodwill arising on acquisitions on or after January 1, 2005

Goodwill arising on an acquisition of a business for which the agreement date is on or after January 1, 2005 represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities of the relevant business at the date of acquisition. Such goodwill is carried at cost less any accumulated impairment losses.

Goodwill is presented separately in the consolidated balance sheet.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated to reduce the carrying amount of any goodwill allocated to the unit first and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Any impairment is recognized immediately in the consolidated income statement and is not subsequently reversed.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

Inventories

Inventories of coal and methanol are stated at the lower of cost and net realizable value. Cost, which comprises direct materials and, where applicable, direct labor and overheads that have been incurred in bringing the inventories to their present location and condition, is calculated using the weighted average method. Net realizable value represents the estimated selling price less all further costs to completion and costs to be incurred in selling, marketing and distribution.

Inventories of auxiliary materials, spare parts and small tools expected to be used in production are stated at weighted average cost less allowance, if necessary, for obsolescence.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

– 69 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Research and development

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development expenditure is recognized only if it is anticipated that the development costs incurred on a clearly-defined project will be recovered through future commercial activity. The resultant asset is amortized on a straight line basis over its useful life. Expenditure incurred on projects to develop new products is capitalized only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of recourses to complete the project and the ability to measure reliably the expenditure during the development.

No development expenditure has been deferred by the Company.

Land subsidence, restoration, rehabilitation and environmental costs

One consequence of coal mining is land subsidence caused by the resettlement of the land above the underground mining sites. Depending on the circumstances, the Group may relocate inhabitants from the land above the underground mining sites prior to mining those sites or the Group may compensate the inhabitants for losses or damages from land subsidence after the underground sites have been mined. The Group may also be required to make payments for restoration, rehabilitation or environmental protection of the land after the underground sites have been mined.

An estimate of such costs is recognized in the period in which the obligation is identified and is charged as an expense in proportion to the coal extracted. At each balance sheet date, the Group adjusts the estimated costs in accordance with the actual land subsidence status.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalized as part of the cost of those assets. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowings costs are recognized as expenses in the period in which they are incurred.

Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the currency of the primary environment in which the entity operates) at the rates of exchanges prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

– 70 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognised in profit or loss in the period in which they arise.

For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Company (i.e. Renminbi) at the rate of exchange prevailing at the balance sheet date, and their income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the period, in which case, the exchange rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognized as a separate component of equity (the translation reserve). Such exchange differences are recognized in profit or loss in the period in which the foreign operation is disposed of.

Government grants

Government grants are recognized as income over the periods necessary to match them with the related costs. If the grants do not relate to any specific expenditure incurred by the Group, they are reported separately as other income. If the grants subsidise an expense incurred by the Group, they are deducted in reporting the related expense. Grants relating to depreciable assets are presented as a deduction from the cost of the relevant asset.

Retirement benefit costs

Payments to defined contribution retirement benefit plans are charged as expenses when the employees render the services entitling them to the contributions.

Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

The Group’s financial assets are classified into loans and receivables and available-for-sale financial assets. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. The accounting policies adopted in respect of financial assets are set out below.

Loan and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loan and receivables (including bank balances and cash, term deposits, restricted cash, bills and accounts receivable, other loans receivable and other receivables) are initially measured at fair value and subsequently measured at amortized cost using the effective interest method, less any identified impairment loss.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated or not classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments.

– 71 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

At each balance sheet date subsequent to initial recognition, available-for-sale financial assets are measured at fair value. Changes in fair value are recognized in equity, until the financial asset is disposed of or is determined to be impaired, at which time, the cumulative gain or loss previously recognized in equity is removed from equity and recognized in profit or loss (see accounting policy on impairment loss on financial assets below).

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at each balance sheet date subsequent to initial recognition (see accounting policy on impairment loss on financial assets below).

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial assets have been impacted.

For an available-for sale equity investment, a significant or prolonged decline in the fair value of that investment below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include:

  • significant financial difficulty of the issuer or counterparty; or

  • default or delinquency in interest or principal payments; or

  • it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial asset, such as trade and bills receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments and changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, an impairment loss is recognized in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.

For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade and bills receivables and other receivables, where the carrying amounts are reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. When a trade and bills receivables and other receivables are considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment losses was recognised, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

– 72 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Impairment losses on available-for-sale equity investments will not be reversed in profit or loss in subsequent periods. Any increase in fair value subsequent to impairment loss is recognized directly in equity.

Financial liabilities and equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Financial liabilities

The Group’s financial liabilities including bills and accounts payable, other payables, amounts due to Parent Company and its subsidiary companies, bank borrowings are subsequently measured at amortized cost, using the effective interest method.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the assets expire or, the financial assets are transferred and the Group has transferred substantially all the risks and rewards of ownership of the financial assets. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised directly in equity is recognised in profit or loss.

Financial liabilities are derecognized when the obligation specified in the relevant contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Accounting for derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (i) hedges of the fair value of recognised assets or liabilities (fair value hedge); and (ii) hedges of highly probable forecast transactions (cash flow hedge).

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at the inception of the hedge and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of the hedged items.

The fair values of various derivative instruments used for hedging purposes are disclosed in note 34. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

– 73 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the consolidated income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. To the extent that the derivative is not effective as a hedge, gains and losses are recognised in the consolidated income statement as gains or losses on derivative instruments.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated income statement. Amounts accumulated in equity are recognised in the consolidated income statement as the underlying hedged items are recognised.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the consolidated income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated income statement.

(iii) Derivatives that do not qualify for hedge accounting and those not designated as hedge

Changes in the fair value of any derivative instruments that do not qualify for hedge accounting and those not designated as hedges are recognised immediately in the consolidated income statement.

5. KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in note 4, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Depreciation

The cost of mining structures is depreciated using the units of production method based on the estimated production volume for which the structure was designed. The management exercises their judgment in estimating the useful lives of the depreciable assets and the production volume of the mine. The estimated coal production volumes are updated at regular basis and have taken into account recent production and technical information about each mine. These changes are considered a change in estimate for accounting purposes and are reflected on a prospective basis in related depreciation rates. Estimates of the production volume are inherently imprecise and represent only approximate amounts because of the subjective judgements involved in developing such information.

Mining rights

Mining rights are amortized on a straight line basis over the shorter of the contractual period and their useful lives. The useful lives are estimated based on the total proven and probable reserves of coal mine. The management exercises subjective judgements involved in developing information about the total proven and probable reserves of coal mine. Proved and probable coal reserve estimates are updated at regular basis and have taken into account of recent production and technical information about each mine.

– 74 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Provision for land subsidence, restoration, rehabilitation and environmental costs

The provision is reviewed regularly to verify that it properly reflects the remaining obligation arising from the current and past mining activities. Provision for land subsidence, restoration, rehabilitation and environmental costs are determined by the management based on their best estimates of the current and future costs, latest government policies and past experiences.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. As at December 31, 2008 and 2007, the carrying amount of goodwill is RMB298,650,000.

Cash flow projections during the budget period for each of the above units are based on the budgeted revenue and expected gross margins during the budget period and the raw materials price inflation during the budget period. Expected cash inflows/outflows have been determined based on past performance and management’s expectations for the market development.

Estimated impairment of property, plant and equipment

When there is impairment indicator, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows. Where the actual future cash flows are less than expected, a material impairment loss may arise. In estimating the future cash flows, the management have taken into account the recent production and technical advancement. As prices and cost levels change from year to year, the estimate of the future cash flow also changes. Notwithstanding the management has used all the available information to make their impairment assessment, inherent uncertainty exists on conditions of the mine and of the environment and actual written off may be higher than the amount estimated. As at December 31, 2008, the carrying amounts of property, plant and equipment is approximately RMB14,149,446,000 (2007: RMB13,525,000,000). During the year ended December 31, 2007, RMB339,743,000 was written off as expenses.

6. SEGMENT INFORMATION

The Group is engaged primarily in the coal mining business. The Group is also engaged in the coal railway transportation 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. Certain of the Company’s subsidiaries are engaged in trading and processing of mining machinery and the transportation business via rivers and lakes in the PRC. No separate segment information about these businesses is presented in these financial statements as the underlying gross sales, results and assets of these businesses, which are currently included in the coal mining business segment, are insignificant to the Group. Certain of the Company’s subsidiaries are engaged in production of methanol and other chemical products, and invest in heat and electricity.

Gross revenue disclosed below is same as the turnover.

Business segments

For management purposes, the Group is currently organized into three operating divisions-coal mining, coal railway transportation and methanol and electricity power. These divisions are the basis on which the Group reports its primary segment information.

Principal activities are as follows: Coal mining

– Underground mining, preparation and sales of coal

– 75 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Coal railway transportation – Provision of railway transportation services Methanol and electricity power – Production and sales of methanol and electricity power

Segment information about these businesses is presented below:

INCOME STATEMENT

GROSS REVENUE
External
Inter-segment
Total
For the year ended December 31, 2008
Coal mining
Coal railway
transportation
Methanol
and
electricity
power
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
24,557,521
247,199
98,361


131,655
88,458


(220,113)
24,689,176
335,657
98,361

(220,113)
Consolidated
RMB’000
24,903,081
24,903,081

Inter-segment revenue is charged at prices pre-determined by the relevant governmental authority.

RESULT
Segment results
Unallocated corporate
expenses
Unallocated corporate
income
Share of loss of
an associate
Interest expenses
Profit before income
taxes
Income taxes
Profit for the year
Coal mining
RMB’000
9,678,304
For the year ended December 31, 2008
Coal railway
transportation
Methanol and
electricity
power
Eliminations
RMB’000
RMB’000
RMB’000
(91,781)
(185,116)
For the year ended December 31, 2008
Coal railway
transportation
Methanol and
electricity
power
Eliminations
RMB’000
RMB’000
RMB’000
(91,781)
(185,116)
For the year ended December 31, 2008
Coal railway
transportation
Methanol and
electricity
power
Eliminations
RMB’000
RMB’000
RMB’000
(91,781)
(185,116)
Consolidated
RMB’000
9,401,407
(67,367) (573,442
142,990
(67,367
(38,360
8,865,228
(2,385,617
6,479,611

– 76 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

BALANCE SHEET

ASSETS
Segment assets
Interests in an associate
Unallocated corporate assets
LIABILITIES
Segment liabilities
Unallocated corporate
liabilities
Coal mining
RMB’000
18,315,343
At December 31, 2008
Coal railway
transportation
Methanol and
electricity
power
RMB’000
RMB’000
757,081
2,906,695
At December 31, 2008
Coal railway
transportation
Methanol and
electricity
power
RMB’000
RMB’000
757,081
2,906,695
Consolidated
RMB’000
21,979,119
830,195 830,195
9,529,317
2,264,820 46,008 1,215,524 32,338,631
3,526,352
1,995,669
5,522,021

OTHER INFORMATION

**For the year ended ** **For the year ended ** December 31, 2008
Methanol
and
Coal railway electricity
Coal mining transportation power Unallocated Corporate Consolidated
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Capital additions 1,925,294 29,234 925,084 2,105 2,881,717
Amortization of mining
rights 35,652 35,652
Release of prepaid lease
payments 9,379 5,372 358 15,109
Depreciation of property,
plant and equipment 1,009,365 79,912 49,159 2,373 1,140,809
Gain on disposal of
property, plant and
equipment (12,317) (12,317)
Impairment losses
reversed on accounts
receivable and other
receivables (4,369) (4,369)

– 77 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

INCOME STATEMENT

GROSS REVENUE
External
Inter-segment
Total
Coal mining
RMB’000
14,906,746

14,906,746
For the year ended December 31, 2007
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
203,714


103,267

(103,267)
306,981

(103,267)
Consolidated
RMB’000
15,110,460
15,110,460

Inter-segment revenue is charged at prices pre-determined by the relevant governmental authority.

RESULT
Segment results
Unallocated corporate
expenses
Unallocated corporate
income
Share of loss of an
associate
Interest expenses
Profit before income
taxes
Income taxes
Profit for the year
Coal mining
RMB’000
5,027,049
For the year ended December 31, 2007
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
(78,653)
(84,252)
For the year ended December 31, 2007
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
(78,653)
(84,252)
For the year ended December 31, 2007
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
(78,653)
(84,252)
Consolidated
RMB’000
4,864,144
(401,878
110,707
(2,438
(27,222
4,543,313
(1,315,520
3,227,793

– 78 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

BALANCE SHEET

ASSETS
Segment assets
Interests in an associate
Unallocated corporate assets
LIABILITIES
Segment liabilities
Unallocated corporate
liabilities
Coal mining
RMB’000
14,164,314
3,558,576
At December 31, 2007
Coal railway
transportation
Unallocated
RMB’000
RMB’000
910,867
3,186,981
23,816
450,108
At December 31, 2007
Coal railway
transportation
Unallocated
RMB’000
RMB’000
910,867
3,186,981
23,816
450,108
Consolidated
RMB’000
18,262,162
897,562
7,027,676
450,108 26,187,400
4,032,500
666,288
4,698,788

OTHER INFORMATION

**For the year ** ended December 31, 2007 ended December 31, 2007
Coal railway
Coal mining transportation Unallocated Corporate Consolidated
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Capital additions 1,234,177 30,367 1,704,375 24,100 2,993,019
Amortization of mining
rights 15,728 15,728
Release of prepaid
lease payments 8,635 5,226 13,861
Depreciation of
property, plant and
equipment 1,135,820 81,059 1,289 18,964 1,237,132
Gain on disposal of
property, plant and
equipment (25,002) (25,002)
Impairment loss on
property, plant and
equipment 339,743 339,743
Impairment losses
reversed on accounts
receivable and other
receivables (4,363) (4,363)

– 79 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

INCOME STATEMENT

GROSS REVENUE
External
Inter-segment
Total
Coal mining
RMB’000
12,783,567

12,783,567
For the year ended December 31, 2006
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
160,399


206,770

(206,770)
367,169

(206,770)
Consolidated
RMB’000
12,943,966
12,943,966

Inter-segment revenue is charged at prices pre-determined by the relevant governmental authority.

RESULT
Segment results
Unallocated corporate
expenses
Unallocated corporate
income
Interest expenses
Profit before income
taxes
Income taxes
Profit for the year
Coal mining
RMB’000
4,141,517
For the year ended December 31, 2006
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
8,664
(47,662)
For the year ended December 31, 2006
Coal railway
transportation
Unallocated
Eliminations
RMB’000
RMB’000
RMB’000
8,664
(47,662)
Consolidated
RMB’000
4,102,519
(461,760
112,214
(26,349
3,726,624
(1,354,656
2,371,968

– 80 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

OTHER INFORMATION

**For the year ** ended December 31, 2006 ended December 31, 2006
Coal railway
Coal mining transportation Unallocated Corporate Consolidated
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Capital additions 3,015,080 19,827 1,160,045 104,454 4,299,406
Amortization of mining
rights 12,069 12,069
Release of prepaid
lease payments 8,344 5,188 294 13,826
Depreciation of
property, plant and
equipment 975,928 77,704 378 7,966 1,061,976
Loss on disposal of
property, plant and
equipment 72,929 115 487 73,531
Impairment losses
reversed on accounts
receivable and other
receivables (19,717) (19,717)

Geographical segment

The Group’s operations are primarily located in the PRC. In December 2004, the Group acquired certain subsidiaries located in Australia. Analysis of the Group’s gross sales and carrying amount of assets by geographical area is not presented in the consolidated financial statements as over 90% of the amounts involved are in the PRC.

The following is an analysis of the additions to property, plant and equipment, goodwill and intangible assets analyzed by the geographical area in which the assets are located:

The PRC
Australia
Additions to property, plant and
equipment, goodwill and intangible assets
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
2,784,223
2,818,358
3,582,427
97,494
174,661
716,979
2,881,717
2,993,019
4,299,406
Additions to property, plant and
equipment, goodwill and intangible assets
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
2,784,223
2,818,358
3,582,427
97,494
174,661
716,979
2,881,717
2,993,019
4,299,406
4,299,406

– 81 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

7. NET SALES OF COAL

Coal sold in the PRC, gross
Less: Transportation costs
Coal sold in the PRC, net
Coal sold outside the PRC, gross
Less: Transportation costs
Coal sold outside the PRC, net
Net sales of coal
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
22,688,984
13,355,761
9,746,146
356,517
280,694
358,414
22,332,467
13,075,067
9,387,732
1,868,537
1,550,985
3,037,421
152,195
269,122
578,205
1,716,342
1,281,863
2,459,216
24,048,809
14,356,930
11,846,948
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
22,688,984
13,355,761
9,746,146
356,517
280,694
358,414
22,332,467
13,075,067
9,387,732
1,868,537
1,550,985
3,037,421
152,195
269,122
578,205
1,716,342
1,281,863
2,459,216
24,048,809
14,356,930
11,846,948
9,387,732
3,037,421
578,205
2,459,216
11,846,948

Net sales of coal represent the invoiced value of coal sold and are net of returns, discounts, sales taxes and transportation costs if the invoiced value includes transportation costs to the customers.

8. COST OF SALES AND SERVICE PROVIDED

Materials
Wages and employee benefits
Electricity
Depreciation
Land subsidence, restoration, rehabilitation and
environmental costs
Repairs and maintenance
Annual fee and amortization of mining rights (note 24)
Transportation costs
Cost of traded coal
Others
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
1,616,865
1,257,433
1,320,596
2,624,821
2,392,447
1,646,018
346,401
377,686
336,284
907,218
1,121,557
962,963
3,279,503
833,282
742,985

441,511
327,151
170,793
28,708
25,049
131,301
105,930
106,572
1,810,342


929,545
773,370
722,451
11,816,789
7,331,924
6,190,069
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
1,616,865
1,257,433
1,320,596
2,624,821
2,392,447
1,646,018
346,401
377,686
336,284
907,218
1,121,557
962,963
3,279,503
833,282
742,985

441,511
327,151
170,793
28,708
25,049
131,301
105,930
106,572
1,810,342


929,545
773,370
722,451
11,816,789
7,331,924
6,190,069
6,190,069

– 82 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

9. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Wages and employee benefits
Additional medical insurance
Staff training costs
Depreciation
Distribution charges
Resource compensation fees (note)
Repairs and maintenance
Research and development
Freight charges
Property, plant and equipment written off
Loss on disposal of property, plant and equipment
Others
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
1,374,698
1,093,732
1,001,783
53,068
22,896
57,364
24,412
38,735
44,037
114,451
129,436
112,839
103,209
93,014
57,100
159,938
117,772
107,502
424,751
34,348
18,440
106,516
78,973
45,979
20,247
29,305
20,741

339,743



73,531
1,450,741
876,723
690,826
3,832,031
2,854,677
2,230,142
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
1,374,698
1,093,732
1,001,783
53,068
22,896
57,364
24,412
38,735
44,037
114,451
129,436
112,839
103,209
93,014
57,100
159,938
117,772
107,502
424,751
34,348
18,440
106,516
78,973
45,979
20,247
29,305
20,741

339,743



73,531
1,450,741
876,723
690,826
3,832,031
2,854,677
2,230,142
2,230,142

Note: In accordance with the relevant regulations, the Group pays resource compensation fees (effectively a government levy) to the Ministry of Geology and Mineral Resources at the rate of 1% on the sales value of raw coal.

10. OTHER INCOME

Dividend income
Gain on sales of auxiliary materials
Government grants
Interest income from bank deposits
Interest income from entrusted loan (note 20)
Others
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
7,401
7,143
6,311
37,762
63,579
49,623
3,500

4,000
142,990
103,564
94,372
132,230


27,610
24,644
11,531
351,493
198,930
165,837
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
7,401
7,143
6,311
37,762
63,579
49,623
3,500

4,000
142,990
103,564
94,372
132,230


27,610
24,644
11,531
351,493
198,930
165,837
165,837

Included in dividend income above is income from listed investments of RMB7,401,000 (2007: RMB7,143,000 and 2006: RMB5,581,000) and from unlisted investments of nil (2007: nil and 2006: RMB730,000).

– 83 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

11. INTEREST EXPENSE

Interest expenses on:
– bank borrowings wholly repayable within 5 years
– bank borrowings not wholly repayable within 5 years
– bills receivable discounted without recourse
Deemed interest expenses in respect of acquisition of
Jining III
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
20,537
10,522
10,058
15,899
14,200
2,281
75

10,840
1,849
2,500
3,170
38,360
27,222
26,349
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
20,537
10,522
10,058
15,899
14,200
2,281
75

10,840
1,849
2,500
3,170
38,360
27,222
26,349
26,349

12. INCOME TAXES

Income taxes:
Current taxes, PRC Enterprise Income Tax
Under(over) provision in prior years
Deferred tax charge (note 35)
Attributable to a change in tax rate
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
2,351,759
1,484,195
1,309,783
265,390
(104,512)
(24,233)
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
2,351,759
1,484,195
1,309,783
265,390
(104,512)
(24,233)
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
2,351,759
1,484,195
1,309,783
265,390
(104,512)
(24,233)
2,617,149
(231,532)
1,379,683
1,925
(66,088)
1,285,550
69,106
2,385,617 1,315,520 1,354,656

The Company and its subsidiaries in the PRC are subject to a standard income tax rate of 25% on its taxable income (2007 & 2006: 33%).

Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

On 16 March 2007, the People’s Republic of China promulgated the Law of the People’s Republic of China on Enterprise Income Tax (the “New Law”) by Order No. 63 of the President of the People’s Republic of China. On 6 December 2007, the State Council of the PRC issued Implementation Regulations of the New Law. The New Law and Implementation Regulations will change the tax rate from 33% to 25% for the Company and subsidiaries established in the PRC from 1 January 2008. The deferred tax balance has been adjusted to reflect the tax rates that are expected to apply to the respective periods when the asset is realised or the liability is settled.

– 84 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The total charge for the year can be reconciled to the profit per the consolidated income statement as follows:

Standard income tax rate in the PRC
Standard income tax rate applied to income before income
taxes
Reconciling items:
Tax effect of future development fund deductible for tax
purposes
Deemed interest not deductible for tax purposes
Expenses not deductible for tax purposes
(Reversal) provision of impairment loss on doubtful debts
not subject to tax
Deemed interest income from subsidiaries subject to tax
Tax effect of tax losses not recognized
Under (over) provision in prior years
Decrease in opening deferred tax liability resulting from
decrease in applicable tax rate
Utilization of unrecognized tax losses in prior years
Others
Income taxes
Effective income tax rate
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
25%
33%
33%
2,216,307
1,499,293
1,229,786

(67,449)
(70,496)
462
825
1,046
(74,491)
29,008
117,447
(11,398)
(1,439)
(6,507)
40,213
17,402
9,456
28
3,824
94,807
265,390
(104,512)
(24,233)

(66,088)

(51,600)


706
4,656
3,350
2,385,617
1,315,520
1,354,656
27%
29%
36%

13. PROFIT FOR THE YEAR

Profit for the year has been arrived at after charging:
Amortization of mining rights
Depreciation of property, plant and equipment
Total depreciation and amortization
Release of prepaid lease payments
Auditors’ remuneration
Staff costs, including directors’ and supervisors’
emoluments
Retirement benefit scheme contributions (included in staff
costs above)
Cost of inventories
Exchange loss, net and crediting:
Gain on disposal of property, plant and equipment
Reversal of impairment loss on accounts receivable and
other receivables
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
35,652
15,728
12,069
1,140,809
1,237,132
1,061,976
1,176,461
1,252,860
1,074,045
15,109
13,861
13,826
10,157
14,683
10,406
4,358,556
3,572,734
2,783,298
867,808
720,091
641,633
11,986,520
7,145,614
6,089,185
328,858
3,150
12,346
(12,317)
(25,002)

(4,369)
(4,363)
(19,717)
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
35,652
15,728
12,069
1,140,809
1,237,132
1,061,976
1,176,461
1,252,860
1,074,045
15,109
13,861
13,826
10,157
14,683
10,406
4,358,556
3,572,734
2,783,298
867,808
720,091
641,633
11,986,520
7,145,614
6,089,185
328,858
3,150
12,346
(12,317)
(25,002)

(4,369)
(4,363)
(19,717)
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
35,652
15,728
12,069
1,140,809
1,237,132
1,061,976
1,176,461
1,252,860
1,074,045
15,109
13,861
13,826
10,157
14,683
10,406
4,358,556
3,572,734
2,783,298
867,808
720,091
641,633
11,986,520
7,145,614
6,089,185
328,858
3,150
12,346
(12,317)
(25,002)

(4,369)
(4,363)
(19,717)
1,176,461 1,252,860 1,074,045
15,109
10,157
4,358,556
867,808
11,986,520
328,858
(12,317)
(4,369)
13,861
14,683
3,572,734
720,091
7,145,614
3,150
(25,002)
(4,363)

– 85 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

14. DIRECTORS’ AND SUPERVISORS’ REMUNERATION AND FIVE HIGHEST PAID INDIVIDUALS

  • (a) Directors’ and supervisors’ emoluments

Details of the directors’ and supervisors’ emoluments are as follows:

For the year ended December 31, 2008

Independent non-executive
directors
Pu Hongjiu
Cui Jianmin
Wang Xiaojun
Wang Quanxi
Zhai Xigui
Li Weian
Wang Junyan
Executive directors
Wang Xin
Geng Jiahuai
Yang Deyu
Shi Xuerang
Chen Changchun
Wu Yuxiang
Wang Xinkun
Zhang Baocai
Dong Yunqing
Supervisors
Meng Xianchang
Song Guo
Zhang Shengdong
Liu Weixin
Zhou Shoucheng
Zhen Ailan
Wei Huanmin
Xu Bentai
Fees
RMB’000
104
50
60
50
54
54
54
426
Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000















Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000















Total
RMB’000
104
50
60
50
54
54
54
426













192
218
191
192





38
44
38
38





230
262
229
230
793 158 951













192
207






38
41






230
248
399 79 478

– 86 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Other management team
Jin Tai
Zhang Yingmin
He Ye
Tian Fengze
Shi Chenzhong
Qu Tianzhi
Ni Xinghua
Lai Cunliang
Fees
RMB’000








Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000






192
38
218
44
218
44
218
44
508
102
1,354
272
Total
RMB’000



230
262
262
262
610
1,626

Details of the directors’ and supervisors’ emoluments are as follows:

For the year ended December 31, 2007

Independent non-executive
directors
Pu Hongjiu
Cui Jianmin
Wang Xiaojun
Wang Quanxi
Executive directors
Wang Xin
Geng Jiahuai
Yang Deyu
Shi Xuerang
Chen Changchun
Wu Yuxiang
Wang Xinkun
Zhang Baocai
Dong Yunqing
Fees
RMB’000
96
96
115
96
403
Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000









Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000









Total
RMB’000
96
96
115
96
403













172
196
171
172





34
39
34
34





206
235
205
206
711 141 852

– 87 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Supervisors
Meng Xianchang
Song Guo
Zhang Shengdong
Liu Weixin
Xu Bentai
Other management team
Jin Tai
Zhang Yingmin
He Ye
Tian Fengze
Shi Chenzhong
Qu Tianzhi
Ni Xinghua
Lai Cunliang
Fees
RMB’000





Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000








207
41
207
41
Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000








207
41
207
41
Total
RMB’000




248
248









212
172
195
212
196
410


42
34
39
42
39


254
206
234
254
235
410
1,397 196 1,593

Details of the directors’ and supervisors’ emoluments are as follows:

For the year ended December 31, 2006

Independent non-executive
directors
Pu Hongjiu
Cui Jianmin
Wang Xiaojun
Wang Quanxi
Fees
RMB’000
89
89
106
89
373
Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000









Total
RMB’000
89
89
106
89
373

– 88 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Executive directors
Wang Xin
Geng Jiahuai
Yang Deyu
Shi Xuerang
Chen Changchun
Wu Yuxiang
Wang Xinkun
Chen Guangshui
Zhang Baocai
Dong Yunqing
Supervisors
Meng Xianchang
Song Guo
Zhang Shengdong
Liu Weixin
Xu Bentai
Other management team
Jin Tai
Zhang Yingmin
He Ye
Tian Fengze
Shi Chenzhong
Qu Tianzhi
Ni Xinghua
Lai Cunliang
Fees
RMB’000










Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000










182
82
238
107
187
84
170
77
205
92
982
442
Salaries,
allowance
and other
benefits in
kind
Retirement
benefit
scheme
contributions
RMB’000
RMB’000










182
82
238
107
187
84
170
77
205
92
982
442
Total
RMB’000





264
345
271
247
297
1,424








218




98




316
218 98 316









208
202
229
232
218
421


94
91
103
104
98


302
293
332
336
316
421
1,510 490 2,000

No directors waived any emoluments in each of the year ended December 31, 2008, 2007 and 2006.

– 89 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(b) Employees’ emoluments

The five highest paid individuals in the Group included no director for the year ended December 31, 2008 (2007: nil; 2006: nil). The emoluments of the five highest paid individuals (2007: five; 2006: five) were stated as follows:

Salaries, allowance and other benefits in kind
Retirement benefit scheme contributions
Discretionary bonuses
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
6,787
6,997
6,471
611
630
582
242
250
656
7,640
7,877
7,709
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
6,787
6,997
6,471
611
630
582
242
250
656
7,640
7,877
7,709
7,709

Their emoluments were within the following bands:

**Year ** **ended December ** 31,
2008 2007 2006
No. of No. of No. of
employees employees employees
Nil to HK$1,000,000
HK$1,000,001 to HK$1,500,000 3 3 3
HK$1,500,001 to HK$2,000,000 1 2 1
HK$2,000,001 to HK$2,500,000 1 1

15. DIVIDEND RECOGNIZED AS DISTRIBUTION DURING THE YEAR

2007 final dividend, RMB0.170 per share
(2007: 2006 final dividend RMB0.120;
2006: 2005 final dividend RMB0.150)
Special dividends approved, nil per share
(2007: RMB0.080; 2006: RMB0.070)
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
836,128
590,208
737,760

393,472
344,288
836,128
983,680
1,082,048
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
836,128
590,208
737,760

393,472
344,288
836,128
983,680
1,082,048
1,082,048

In the annual general meeting held on June 29, 2006, a final dividend and a special dividend in respect of the year ended December 31, 2005 was approved by the shareholders and paid to the shareholders of the Company.

In the annual general meeting held on June 15, 2007, a final dividend and a special dividend in respect of the year ended December 31, 2006 was approved by the shareholders and paid to the shareholders of the Company.

In the annual general meeting held on June 27, 2008, a final dividend in respect of the year ended December 31, 2007 was approved by the shareholders and paid to the shareholders of the Company.

The board of directors proposes to declare a final dividend of approximately RMB1,967,360,000 calculated based on a total number of 4,918,400,000 shares issued at RMB1 each, at RMB0.40 per share, in respect of the year ended December 31, 2008. The declaration and payment of the final dividend needs to be approved by the

– 90 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

shareholders of the Company by way of an ordinary resolution in accordance with the requirements of the Company’s Articles of Association. A shareholders’ general meeting will be held for the purpose of considering and, if thought fit, approving this ordinary resolution.

16. EARNINGS PER SHARE AND PER ADS

The calculation of the earnings per share attributable to the equity holders of the Company for the years ended December 31, 2008, 2007 and 2006 is based on the profit attributable to the equity holders of the Company for the year of RMB6,488,908,000, RMB3,230,450,000 and RMB2,372,985,000 and on the 4,918,400,000 shares in issue, during each of the three years.

The earnings per ADS have been calculated based on the profit for the relevant periods and on one ADS, being equivalent to 10 H shares. The equivalent H shares to one ADS have been changed from 50 to 10 H shares from June 27, 2008. The new ADS were distributed to ADS holders on July 3, 2008. The comparative figures of 2007 and 2006 have been adjusted accordingly.

No diluted earning per share has been presented as there are no dilutive potential shares in issue during the years ended December 31, 2008, 2007 and 2006.

17. BANK BALANCES AND CASH/TERM DEPOSITS AND RESTRICTED CASH

Bank balances carry interest at market rates which ranged from 0.36% to 1.44% (2007: from 0.72% to 1.44%) per annum.

At the balance sheet dates, the short-term restricted cash, which carry interest at market rates of 0.05% per annum (2007: 0.72%), represents the bank deposits pledged to certain banks to secure banking facilities granted to the Group. The long-term amount represents the bank deposits placed as guarantee for the future payments of rehabilitation costs of Southland as required by the Australian government. The long-term deposits carry interest rate of 6.5% (2007:1.8%) per annum.

The term deposits carry fixed interest rate of 1.35% to 2.52% (2007: 1.71% to 3.42%) per annum.

18. BILLS AND ACCOUNTS RECEIVABLE

Total bills receivable
Total accounts receivable
Less: Impairment loss
Total bills and accounts receivable, net
At December 31,
2008
2007
RMB’000
RMB’000
2,571,064
2,638,956
435,711
135,525
3,006,775
2,774,481
(29,509)
(20,996)
2,977,266
2,753,485
At December 31,
2008
2007
RMB’000
RMB’000
2,571,064
2,638,956
435,711
135,525
3,006,775
2,774,481
(29,509)
(20,996)
2,977,266
2,753,485
3,006,775
(29,509)
2,774,481
(20,996
2,977,266

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 a maturity of six months.

According to the credit rating of different customers, the Group allows a range of credit periods to its trade customers not exceeding 180 days.

– 91 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The following is an aged analysis of bills and accounts receivable at the balance sheet dates:

1-90 days
91-180 days
At December 31,
2008
2007
RMB’000
RMB’000
1,759,526
1,490,661
1,217,740
1,262,824
2,977,266
2,753,485
At December 31,
2008
2007
RMB’000
RMB’000
1,759,526
1,490,661
1,217,740
1,262,824
2,977,266
2,753,485
2,753,485

Before accepting any new customer, the Group assesses the potential customer’s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed once a year.

There are no significant trade receivables which are past due but not yet impaired on both balance sheet dates. The Group does not hold any collateral over these balances. The average age of these receivables is 65 days (2007: 61 days). The management closely monitors the credit quality of accounts receivable and consider the balance that are neither past due nor impaired are of good credit quality.

The Group has provided fully for all receivables over 3 years because historical experience is such that receivables that are past due beyond 3 years are generally not recoverable. For receivable aged over 4 years and considered irrecoverable by the management will be written off.

An analysis of the impairment loss on bills and accounts receivable is as follows:

Balance at January 1
Provided for the year
Written off reversed (recognised)
Reversal
Balance at December 31
2008
RMB’000
20,996
8,950
2,265
(2,702)
29,509
2007
RMB’000
31,447

(6,088)
(4,363)
20,996

Included in the allowance for doubtful debts is an allowance of RMB29.5 million (2007: RMB 21 million) for individually impaired trade receivables, which are mainly due from corporate customers in the PRC and considered irrecoverable by the management after consideration on the credit quality of those individual customers, the ongoing relationship with the Group and the aging of these receivables. The impairment recognised represents the difference between the carrying amount of these trade receivables and the present value of the amounts. The Group does not hold any collateral over these balances.

19. INVENTORIES

COST
Methanol
Auxiliary materials, spare parts and small tools
Coal products
At December 31,
2008
2007
RMB’000
RMB’000
7,414

220,960
248,412
591,225
191,722
819,599
440,134
At December 31,
2008
2007
RMB’000
RMB’000
7,414

220,960
248,412
591,225
191,722
819,599
440,134
440,134

– 92 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

20. OTHER LOANS RECEIVABLE

At December 31, 2007, the amount represented a loan granted to an independent third party, which carried interest at 7.00% per annum and was guaranteed by other independent third parties. The loan (the “Default Loan”) was secured by certain state legal person shares of a company listed on the SSE (“the Secured Shares”) and certain equity interest in another unlisted company held by the guarantor. The Default Loan was defaulted in January 2005 and the Company had applied to The People’s Supreme Court of the Shangdong Province (the “Court”) to freeze the Secured Shares. The Company has also applied to the Court to dispose the Secured Shares by way of a public auction and the proceeds would be applied to repay the Default Loan and the associated interests to the Company.

In 2006, Shandong Runhua Group Company Limited (“Shandong Runhua”) has also claimed for a portion of the Secured Shares. To protect the Company’s priority rights in the Secured Shares to recover the Default Loan, the Company sought support from the Shandong provincial government and the State-owned Assets Supervision and Administrative Committee (the “SASAC”). In January 2007, these government authorities in Shandong province and the SASAC have rendered formal written request to the Court to protect the Company’s priority right on the Secured Shares.

In October 2007, the Company, Shandong Runhua and the guarantor reached an agreement in the presence of the Court. According to the settlement agreement, 240 million of the total 289 million Secured Shares held by the guarantor should belong to Shandong Runhua and 200 million Secured Shares should be transferred to Shandong Runhua from the guarantor. At the same time, Shandong Runhua has agreed to assist the guarantor to repay the principal and the associated interest of the Default Loan to the Company. The Company has the right to request for the disposal of the frozen 49 million Secured Shares owned by the guarantor for the settlement if the Default Loan is not repaid by the guarantor or Shandong Runhua after June 6, 2008 (the date the restriction on trading of the Secured Shares is removed). If the proceed received from the disposal of the 49 million Secured Shares would not be sufficient to cover the loan principal and interest of the Default Loan by that time, the Company has the right to request for the disposal of the remaining 40 million Secured Shares held under the guarantor and not yet transferred to Shandong Runhua for settlement. If the disposal of the above mentioned 89 million Secured Shares would still not be sufficient for settlement of the liability borne by the guarantor, the Company would have the right to further request for the disposal of the 200 million Secured Shares already transferred by the guarantor to Shandong Runhua for full settlement of approximate RMB700 million (including the interest). By December 31, 2008, the Company has executed the Secured Share rights and collected principal of RMB640 million plus interest after tax of RMB130 million (note 10) .

21. PREPAYMENTS AND OTHER RECEIVABLES

Advances to suppliers
Prepaid freight charges and related handling charges
Deposit for environment protection
Prepaid relocation costs of inhabitants
Others
At December 31,
2008
2007
RMB’000
RMB’000
94,796
35,728
7,958
10,934
200,000
200,000
1,151,895

112,561
80,006
1,567,210
326,668
At December 31,
2008
2007
RMB’000
RMB’000
94,796
35,728
7,958
10,934
200,000
200,000
1,151,895

112,561
80,006
1,567,210
326,668
326,668

Included in the above balances as of December 31, 2008 is an impairment loss of RMB16,854,000 (2007: RMB30,117,000). During the year ended December 31, 2008, the Group wrote off impairment loss of RMB2,646,000, and reversed impairment loss of RMB 10,617,000. During the year ended December 31, 2007, the Group wrote off impairment loss of RMB2,533,000. During the year ended December 31, 2006, the Group reversed impairment loss of RMB3,067,000.

– 93 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Group has provided fully for all receivables over 3 years because historical experience is such that receivables that are past due beyond 3 years are generally not recoverable. Receivable will be written off, if aged over 4 years and considered irrecoverable by the management after considering the credit quality of the individual party and the nature of the amount overdue.

22. PREPAID LEASE PAYMENTS

Current portion
Non-current portion
At December 31,
2008
2007
RMB’000
RMB’000
15,296
13,976
628,119
576,412
643,415
590,388
At December 31,
2008
2007
RMB’000
RMB’000
15,296
13,976
628,119
576,412
643,415
590,388
590,388

The amounts represent prepaid lease payments for land use rights which are situated in the PRC and have a term of fifty years from the date of grant of land use rights certificates.

23. PREPAYMENT FOR RESOURCES COMPENSATION FEES

In accordance with the relevant regulations, the Shanxi Group is required to pay resources compensation fees to the Heshun Municipal Coal Industry Bureau at a rate of RMB2.70 per tonne of raw coal mined. During the year 2006, Shanxi Group was requested by the relevant government to prepay the fees based on production volume of 10 million tonnes. At the balance sheet date, the amount represented the prepayment for resources compensation fees not yet utilized. The current portion represents the amount to be utilized in the coming year which is estimated based on expected production volume.

– 94 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

24. MINING RIGHTS

COST
At January 1, 2007
Exchange re-alignment
Acquisition of Shanxi Neng Hua
At December 31, 2007 and at January 1, 2008
Exchange re-alignment
Acquisition of Zhaolou coal mine
At December 31, 2008
AMORTIZATION
At January 1, 2007
Exchange re-alignment
Provided for the year
At December 31, 2007 and at January 1, 2008
Exchange re-alignment
Provided for the year
At December 31, 2008
CARRYING VALUES
At December 31, 2008
At December 31, 2007
RMB’000
353,098
2,092
61,923
417,113
(30,772)
747,339
1,133,680
45,189
184
15,728
61,101
(2,780)
35,652
93,973
1,039,707
356,012

The addition of mining right of RMB747,339,000 during the year represented the consideration paid for Zhaolou coal mine acquired from the Parent Company.

In addition, the Parent Company and the Company have entered into a mining rights agreement pursuant to which the Company has agreed to pay to the Parent Company, effective from September 25, 1997, an annual fee of RMB12,980,000 as compensation for the Parent Company’s agreement to give up the mining rights associated with the Xinglongzhuang coal mine, Baodian coal mine, Nantun coal mine, Dongtan coal mine and Jining II. The annual fee is subject to change after a ten-year period. Up to the date of these financial statements, compensation fee of RMB5 per tonne of raw coal mined amounting to RMB135,141,000 for the year ended December 31, 2008 has been preliminary agreed. The revised compensation fees are to be settled with governmental authority directly. The actual amount of compensation fee payable each year is still to be confirmed by the governmental authority.

The other mining rights are amortized, on a straight-line basis, over the useful life of twenty to twenty eight years from the date of acquisition.

– 95 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

25. PROPERTY, PLANT AND EQUIPMENT

COST
At January 1, 2007
Exchange re-alignment
Additions
Transfers
Written off
Disposals
At December 31, 2007
and January 1, 2008
Exchange re-alignment
Additions
Transfers
Disposals
At December 31, 2008
ACCUMULATED
DEPRECIATION
AND IMPAIRMENT
At January 1, 2007
Exchange re-alignment
Provided for the year
Eliminated on written
off
Eliminated on
disposals
At December 31, 2007
and January 1, 2008
Exchange re-alignment
Provided for the year
Eliminated on
disposals
At December 31, 2008
CARRYING VALUES
At December 31, 2008
At December 31, 2007
Freehold land
in Australia
RMB’000
55,255
2,056



Buildings
RMB’000
2,430,319
337
2,100
166,334
(18,999)
Harbor works
and crafts
RMB’000
250,349




Railway
structures
RMB’000
734,801


1,557

Mining
structures
RMB’000
4,017,442


14,096
(344,149)
Plant,
machinery
and
equipment
RMB’000
9,001,883
27,435
71,014
672,871
(219,261)
(6,461)
Transportation
equipment
RMB’000
323,695
21
8,641
35,992
(12,731)
(1,245)
Construction
in progress
RMB’000
2,712,797
12,840
2,846,275
(890,850)

Total
RMB’000
19,526,541
42,689
2,928,030

(595,140
(7,706
57,311
(15,032)


2,580,091
(3,066)

429,580
(978)
250,349


5,456
736,358


132,609
3,687,389


11,184
9,547,481
(252,328)
97,150
1,145,823
(45,996)
354,373
(303)
3,330
24,270
(4,045)
4,681,062
(70,451)
1,965,762
(1,748,922)
21,894,414
(341,180
2,066,242

(51,019
42,279 3,005,627 255,805 868,967 3,698,573 10,492,130 377,625 4,827,451 23,568,457










42,279
1,110,807
52
123,617
(9,112)

1,225,364
(964)
94,907
(387)
1,318,920
1,686,707
18,206

6,071


24,277

42,653

66,930
188,875
269,679

53,442


323,121

62,171

385,292
483,675
1,683,367

85,162
(48,990)

1,719,539

80,538

1,800,077
1,898,496
4,111,539
1,594
931,748
(186,987)
(1,115)
4,856,779
(47,147)
836,981
(39,393)
5,607,220
4,884,910
193,004
12
38,032
(10,308)

220,740

23,559
(3,727)
240,572
137,053










4,827,451
7,386,602
1,658
1,238,072
(255,397
(1,115
8,369,820
(48,111
1,140,809
(43,507
9,419,011
14,149,446
57,311 1,354,727 226,072 413,237 1,967,850 4,690,702 133,633 4,681,062 13,524,594

The following estimated useful lives are used for the depreciation of property, plant and equipment, other than construction in progress and freehold land:

Buildings 15 to 30 years Harbor works and crafts 40 years Railway structures 15 to 25 years Plant, machinery and equipment 5 to 15 years Transportation equipment 6 to 18 years

Transportation equipment includes vessels which are depreciated over the estimated useful lives of 18 years.

– 96 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The mining structures include the main and auxiliary mine shafts and underground tunnels. Depreciation is provided to write off the cost of the mining structures using the units of production method based on the estimated production volume for which the structure was designed and the contractual period of the relevant mining rights.

During the year ended December 31, 2007, the directors conducted a review of the Group’s mining assets and determined that a number of those assets were impaired, due to physical damage and technical obsolescence. Accordingly, an aggregate amount of RMB339,743,000 have been written off in respect of buildings, mining structure, plant, machinery and equipment, and transportation equipment, which are used in the mining segment.

26. GOODWILL

COST
At January 1
Acquisition of Shanxi Group
At December 31
2008
RMB’000
298,650

298,650
2007
RMB’000
295,584
3,066
298,650

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units that are expected to benefit from that business combination. The carrying amount of goodwill had been allocated as follows:

Coal Mining
– Jining II
– Shandong Yanmei Shipping Co., Ltd
– Heze
– Shanxi Group
Coal Railway Transportation
– Railway Assets
2008
RMB’000
10,106
10,046
35,645
145,613
97,240
298,650
2007
RMB’000
10,106
10,046
35,645
145,613
97,240
298,650

The recoverable amounts of goodwill from each of the above cash generating units have been determined on the basis of value in use calculations. The recoverable amounts are based on certain similar key assumptions on discount rates, growth rates and expected changes in selling prices and direct cost. All value in use calculations use cash flow projections based on financial budgets approved by management covering a 5-year period, using a zero percent growth rate and with a discount rate of 8% (2007: 10%).

The cash flows beyond the 5-year period are extrapolated for 5 years using a zero percent growth rate. Cash flow projections during the budget period for each of the above units are based on the budgeted revenue and expected gross margins during the budget period and the same raw materials price inflation during the budget period. Expected cash inflows/outflows, which include budgeted sales, gross margin and raw material price inflation have been determined based on past performance and management’s expectations for the market development. Management believes that any reasonably possible change in any of these assumptions would not cause the carrying amount of each of the above units to exceed the recoverable amount of each of the above units. During the years ended December 31, 2008 and 2007, management of the Group determined that there are no impairments of any of its cash-generating units containing goodwill.

– 97 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

27. INVESTMENTS IN SECURITIES

The investments in securities represent available-for-sale equity investments:

Equity securities listed on the SSE
– Stated at fair value
Unlisted equity security
At December 31,
2008
2007
RMB’000
RMB’000
139,447
409,086
440
440
139,887
409,526
At December 31,
2008
2007
RMB’000
RMB’000
139,447
409,086
440
440
139,887
409,526
409,526

Previously, the Group invested in certain state legal person shares of Shenergy Company Limited and Jiangsu Lian Yun Gang Port Corporation Limited. These shares were not tradable.

Pursuant to the share reform plan of Shenergy Company Limited carried out in 2006, the non-tradable legal person shares with the investment cost of RMB60,421,000 held by the Company were converted into tradable shares on August 17, 2006. Under this share reform plan, the Company has committed that the Company will not sell more than one-third of the shares held as of August 17, 2005 within one year after August 17, 2006; and two-third of the shares held as of August 17, 2005 within two years after August 17, 2006. This investment is presented as listed securities stated at fair value as at December 31, 2008 at the amount of RMB133,720,000 (2007: RMB393,124,000).

On April 26, 2007, Jiangsu Lian Yun Gang Port Corporation Limited became a public company with its shares listed in SSE. The Company has committed not to sell its holding, or transfer to others; or ask others to held the shares on its behalf before April 28, 2008. This investment is presented as listed securities which amount to RMB5,727,000 as at December 31, 2008 (2007: RMB15,962,000).

The investments in equity securities listed on the SSE are carried at fair value determined according to the quoted market prices in an active market.

The unlisted equity securities are stated at cost less impairment at each balance sheet date because the range of reasonable fair value estimates is so significant that the directors of the Company are of the opinion that their fair value cannot be measured reliably.

28. INTERESTS IN AN ASSOCIATE

Cost of investment in an associate
Share of post-acquisition loss
At December 31,
2008
2007
RMB’000
RMB’000
900,000
900,000
(69,805)
(2,438)
830,195
897,562
At December 31,
2008
2007
RMB’000
RMB’000
900,000
900,000
(69,805)
(2,438)
830,195
897,562
897,562

In 2007, the Group made a cash investment of RMB900,000,000 for its 30% equity interest in an associate, Huadian Zouxian Power Generation Company Limited, which is established in the PRC and engaged in electricity generation business in the PRC.

– 98 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Summarized financial information in respect of the Group’s associate is set out below:

Total assets
Total liabilities
Net assets
Group’s share of net assets of associate
Revenue
Loss for the year/period
Group’s share of loss of an associate
At December 31,
2008
2007
RMB’000
RMB’000
7,623,355
7,623,027
(4,856,038)
(4,631,154)
2,767,317
2,991,873
830,195
897,562
Year ended December 31,
2008
2007
RMB’000
RMB’000
3,650,661
321,802
(224,556)
(8,127)
(67,367)
(2,438)
At December 31,
2008
2007
RMB’000
RMB’000
7,623,355
7,623,027
(4,856,038)
(4,631,154)
2,767,317
2,991,873
830,195
897,562
Year ended December 31,
2008
2007
RMB’000
RMB’000
3,650,661
321,802
(224,556)
(8,127)
(67,367)
(2,438)
(8,127)
(2,438)

29. DEPOSIT MADE ON INVESTMENT

During 2006, the Company entered into a co-operative agreement with two independent third parties to establish a company for acquiring a coal mine in Shaanxi province for operations. The Company will have to invest approximately RMB196.8 million in order to obtain 41% equity interest. As at December 31, 2008, the Company made a deposit of RMB118 million (2007: RMB118 million) in relation to this acquisition. As at December 31, 2008, the relevant procedures to establish the new company are still in progress, and the establishment has not yet been completed.

30. BILLS AND ACCOUNTS PAYABLE

Bills payable
Accounts payable
At December 31,
2008
2007
RMB’000
RMB’000
160,341
139,100
749,786
518,417
910,127
657,517
At December 31,
2008
2007
RMB’000
RMB’000
160,341
139,100
749,786
518,417
910,127
657,517
657,517

– 99 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The following is an aged analysis of bills and accounts payable at the reporting date:

1-90 days
91-180 days
181-365 days
1-2 years
At December 31,
2008
2007
RMB’000
RMB’000
469,740
506,474
177,404

132,576
126,048
130,407
24,995
910,127
657,517
At December 31,
2008
2007
RMB’000
RMB’000
469,740
506,474
177,404

132,576
126,048
130,407
24,995
910,127
657,517
657,517

The average credit period for accounts payable and bills payable is 90 days. The Group has financial risk management policies in place to ensure that all payables are within the credit timeframe.

31. OTHER PAYABLES AND ACCRUED EXPENSES

Customers’ deposits
Accrued wages
Other taxes payable
Payables in respect of purchases of property, plant and equipment and
construction materials
Accrued freight charges
Accrued repairs and maintenance
Accrued utility expenses
Staff welfare payable
Withholding tax payable
Deposits received from employees
Price regulating charges
Accrued land subsidence, restoration, rehabilitation and environmental costs
Payable on compensation fee of mining rights
Others
At December 31,
2008
2007
RMB’000
RMB’000
757,631
942,557
435,450
337,275
265,231
218,723
654,304
615,092
13,189
93,456
49,766
19,493

4,100
77,873
58,196
466
7,464
68,969
57,493
34,081
105,421
59,871
81,157
135,141

146,284
130,690
2,698,256
2,671,117
At December 31,
2008
2007
RMB’000
RMB’000
757,631
942,557
435,450
337,275
265,231
218,723
654,304
615,092
13,189
93,456
49,766
19,493

4,100
77,873
58,196
466
7,464
68,969
57,493
34,081
105,421
59,871
81,157
135,141

146,284
130,690
2,698,256
2,671,117
2,671,117

32. (PROVISION) PREPAYMENT FOR LAND SUBSIDENCE, RESTORATION, REHABILITATION AND ENVIRONMENTAL COSTS

Balance at January 1
Additional provision in the year
Utilization of provision
Balance at December 31
2008
RMB’000
(19,635)
(3,369,696)
2,938,352
(450,979)
2007
RMB’000
212,912
(825,998)
593,451
(19,635)

The provision for land subsidence, restoration, rehabilitation and environmental costs has been determined by the directors based on their best estimates. The prepayment included mainly rehabilitation costs paid on mining areas in relation to mining activities in the future periods and therefore the balances are presented as prepayment

– 100 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

at the balances sheet dates. 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.

During the year, the provision for land subsidence, restoration, rehabilitation and environmental costs increases mainly because the basis of calculating compensation increases and the land areas originally not subject to compensation in the past now require compensation due to the change of government policy.

33. UNSECURED BANK BORROWINGS

The amounts 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
Less: Amounts due within one year and included in current liabilities
Amounts due after one year
At December 31,
2008
2007
RMB’000
RMB’000
82,000
72,000
22,000
82,000
66,000
66,000
88,000
110,000
At December 31,
2008
2007
RMB’000
RMB’000
82,000
72,000
22,000
82,000
66,000
66,000
88,000
110,000
258,000
(82,000)
330,000
(72,000)
176,000 258,000

The balances as of December 31, 2008 and 2007 represent two borrowings obtained by Shanxi Tianchi before the Company acquired it. Included in the loans of RMB258,000,000 (2007: RMB330,000,000) is an amount of RMB60,000,000 (2007: RMB110,000,000) that carries interest at 5.31% (2007: 7.09%) per annum and is subject to adjustment based on the interest rate stipulated by the People’s Bank of China (the “PBOC”). The loan is repayable by 3 instalments over a period of 4 years, with the first instalment due in December 2007. The repayment is guaranteed by the Parent Company.

The remaining balance of RMB198,000,000 (2007: RMB220,000,000) carries interest at 5.94% (2007: 6.84%) per annum and is subject to adjustment based on the interest rate stipulated by the PBOC. The loan is repayable by 20 instalments over a period of 12 years, with the first instalment due in May 2008. The amount is also guaranteed by the Parent Company.

34. DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives used for hedging
Cash flow hedges – forward foreign exchange contracts
At December 31,
2008
2007
RMB’000
RMB’000
29,435

During the year ended December 31, 2008, the Group’s subsidiary in Australia entered into forward foreign exchange contracts to buy Australian Dollar against US Dollar with banks in order to manage the currency risks of foreign currency forecast sales. As at December 31, 2008, the outstanding notional amount was approximately RMB211 million, maturing through January to July 2009 with bought floor price and bought ceiling price of 0.6293 and 0.9568 respectively. The ineffective hedging portion of the changes in fair values of the forward foreign exchange contracts of approximately RMB10,445,000 is recognized as selling, general and administrative expenses in the consolidated income statement. The effective hedging portion was recognized as current portion of derivative financial instruments in the consolidated balance sheet.

– 101 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

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.

35. DEFERRED TAXATION

Balance at January 1, 2007
Effect of change in tax rate
Charge to reserve
(Charge) credit to income
for the year (note 12)
Balance at January 1, 2008
Exchange re-alignment
Charge to reserve
(Charge) Credit to the
consolidated income
statement (note 12)
Balance at December 31,
2008
Available-for-sale
investment
RMB’000
(11,207)
2,717
(78,236)
Accelerated tax
depreciation
RMB’000
(218,513)
52,972

(34,613)
Fair value
adjustment on
mining rights
RMB’000
(54,103)
13,116

1,513
Temporary
differences on
expenses
recognized
RMB’000



Tax losses
RMB’000



31,175
Cash flow hedge
reserve
RMB’000



Total
RMB’000
(283,823)
68,805
(78,236)
(1,925)
(86,726)

67,409
(200,154)


(39,192)
(39,474)


1,513



225,125
31,175
(8,347)

44,086


8,831
(295,179)
(8,347)
76,240
231,532
(19,317) (239,346) (37,961) 225,125 66,914 8,831 4,246

The temporary differences on expenses recognized mainly arose in respect of unpaid provision of salaries and wages, provisions of compensation fees for mining rights and land subsidence, restoration, rehabilitation and environmental costs.

The following is the analysis of the deferred tax balances for financial reporting purposes:

Deferred tax assets
Deferred tax liabilities
2008
RMB’000
46,023
(41,777)
4,246
2007
RMB’000
31,175
(326,354)
(295,179)

At the balance sheet date, the Group has unused tax losses of RMB682 million (2007: RMB556 million) contributed by the subsidiaries available for offset against future profits. A deferred tax asset has been recognized in respect of RMB223 million (2007: RMB104 million) of such losses. No deferred tax asset has been recognized in respect of the remaining RMB459 million (2007: RMB452 million) due to the unpredictability of future profit streams. Included in unrecognized tax losses are losses of RMB55 million that will expire in 2011, losses of RMB106 million that will expire in 2012, and losses of RMB298 million that will expire in 2013 (2007: losses of RMB55 million that will expire in 2011 and losses of RMB106 million that will expire in 2012). Other losses may be carried forward indefinitely.

By reference to financial budgets, management believes that there will be sufficient future profits for the realization of deferred tax assets which have been recognized in respect of tax losses.

– 102 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

36. SHAREHOLDERS’ EQUITY

Share capital

The Company’s share capital structure at the balance sheet date is as follows:

Number of shares
At January 1, 2007, January 1,
2008 and December 31,
2008
Registered, issued and fully
paid
At January 1, 2007, January 1,
2008 and December 31,
2008
Domestic invested shares
State legal
person shares
(held by the
Parent
Company)
A shares
2,600,000,000
360,000,000
Domestic invested shares
State legal
person shares
(held by the
Parent
Company)
A shares
RMB’000
RMB’000
2,600,000
360,000
Foreign
invested
shares H
shares
(including H
shares
represented
by ADS)
1,958,400,000
Foreign
invested
shares H
shares
(including H
shares
represented
by ADS)
RMB’000
1,958,400
Total
4,918,400,000
Total
RMB’000
4,918,400

Each share has a par value of RMB1.

Reserves

Future Development Fund

Pursuant to regulation in the PRC, the Company and Shanxi Tianchi are required to transfer an annual amount to a future development fund at RMB6 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.

Shanxi Tianchi is required to transfer an additional amount at RMB15 per tonne of raw coal mined from 2008 onwards as coal mine transformation fund and mine areas environmental restoration fund.

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 July 1, 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 January 1, 2008.

– 103 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In accordance with the regulations of the State Administration of Work Safety, the Group has a commitment to incur RMB8 for each tonne of raw coal mined from May 1, 2004 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 recognized only when acquiring the fixed assets or incurring other work safety expenditures. The Company and Shanxi Tianchi make appropriation to the future development fund in respect of unutilized Work Safety Cost from 2008 onwards. The unutilized Work Safety Cost at December 31, 2007 was RMB187,470,000.

Statutory Common Reserve Fund/Statutory Common Welfare Fund

Pursuant to the relevant regulations from the Ministry of Finance, the Company and its subsidiaries in the PRC are no longer required to set aside profit to the statutory common welfare fund effective from January 1, 2006 and the balance of statutory common welfare fund as at January 1, 2006 is transferred to 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 in 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.

The Company can also create a discretionary reserve in accordance with its Articles of Association or pursuant to resolutions which may be adopted at a meeting of shareholders.

The Company’s distributable reserve as at December 31, 2008 is the retained earnings computed under PRC GAAP which amounted to approximately RMB13,430,460,000 (At December 31, 2007: RMB8,625,550,000, as restated with the adoption of new accounting standards under PRC GAAP).

37. CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from prior year.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 33 and equity attributable to equity holders of the Company, comprising issued share capital, reserves and retained earnings.

The directors of the Company review the capital structure regularly. As part of this review, the directors of the Company assess the annual budget prepared by the accounting and treasury department and consider and evaluate the cost of capital and the risks associated with each class of capital. The Group will balance its capital structure through the payment of dividends, issue of new shares and new debts or the repayment of existing debts.

– 104 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

38. FINANCIAL INSTRUMENT

38a. Categories of financial instruments

At December 31, At December 31,
2008 2007
RMB’000 RMB’000
Financial assets
Loans and receivables (including cash and cash equivalents) 12,980,405 9,453,042
Available-for-sale financial assets 139,887 409,526
Financial liabilities
Amortised cost 3,559,204 2,583,276
Derivative financial instruments 29,435

38b. Financial risk management objectives and policies

The Group’s major financial instruments include available-for-sales equity instrument, bills and accounts receivable, other loans receivable, other receivables, bank balances and cash, term deposits, restricted cash, derivative financial instruments, bills and accounts payable, other payables, borrowings and amounts due to Parent Company and its subsidiary companies. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner. There has been no significant change to the Group’s exposure to market risk or the manner in which it manages and measures the risk.

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.

At December 31, 2008 and 2007, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group is the failure to perform their obligations in relation to each class of recognized financial assets is the carrying amount of those assets as stated in the consolidated balance sheet.

In order to minimise the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced.

The Group maintains its cash and cash equivalents with reputable banks. Therefore, the directors consider that the credit risk for such is minimal.

The Group generally grants the customers with long-relationship credit terms not exceeding 180 days, depending on the situations of the individual customers. For small to medium sized new customers, the Group generally requires them to pay for the products before delivery.

Most of the Group’s domestic sales are sales to electric power plants, metallurgical companies, construction material producers and railway companies. The Group generally has established long-term and stable relationships with these companies. The Group also sells its coal to provincial and city fuel trading companies.

– 105 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

As the Group does not currently have direct export rights, all of its export sales must be made through National Coal Corporation, Shanxi Coal Corporation or Minmetals Trading. The qualities, prices and final customer destinations of the Group’s export sales are determined by the Group, National Coal Corporation, Shanxi Coal Corporation or Minmetals Trading.

For the years ended December 31, 2008, 2007 and 2006, net sales to the Group’s five largest domestic customers accounted for approximately 32.8%, 25.6% and 22.1%, respectively, of the Group’s total net sales. Net sales to the Group’s largest domestic customer accounted for 17.7%, 12.1% and 10.2% of the Group’s net sales for the years ended December 31, 2008, 2007 and 2006, respectively. The Group’s largest domestic customer was the Huadian Power International Corporation Limited (“Huadian”) for the years ended December 31, 2008, 2007 and 2006.

Details of the accounts receivable from the five customers with the largest receivable balances at December 31, 2008 and 2007 are as follows:

Percentage of accounts Percentage of accounts
receivable
**At December ** 31,
2008 2007
Five largest receivable balances 87.54% 63.26%

The management considers the strong financial background and good creditability of these customers, and there is no significant uncovered credit risk.

The table below shows the credit limit and balance of 5 major counterparties at the balance sheet date:

31.12.2008 31.12.2008 31.12.2007 31.12.2007
Carrying Carrying
Counterparty Location Credit limit amount Credit limit amount
RMB’000 RMB’000 RMB’000 RMB’000
Company A The PRC 300,000 207,232
Company B The PRC 300,000 89,074
Company C The PRC 50,000 38,226 10,000 3,756
Company D The PRC 24,000 23,769 10,000 3,896
Company E The PRC 30,000 23,115
Company F The PRC 40,000 32,773
Company G The PRC 40,000 31,664
Company H The PRC 20,000 13,645
381,416 85,734

– 106 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

As at December 31, 2007, the Group had exposure to credit risk in the event of the counterparties failure to perform their obligation in relation to the Default Loan (note 20) . In order to minimize the credit risk, the management of the Group has monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of other loan receivables at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced.

The Group’s geographical concentration of credit risk is mainly in the PRC, which accounted for over 90% and 80% of the Group’s total trade receivable as at December 31, 2008 and 2007 respectively.

Market risk

  • (i) Currency risk

The Group’s sales are denominated mainly in the functional currency of the relevant group entity making the sale, whilst costs are mainly denominated in the group entity’s functional currency. Accordingly, there is no significant exposure to foreign currency risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities in currencies other than the functional currencies of the relevant group entities at the balance sheet date are as follows:

United States Dollar (“USD”)
Euro (“EUR”)
Hong Kong Dollar (“HKD”)
Notional amounts of USD
foreign exchange contracts
used for hedging
Liabilities
2008
2007
RMB’000
RMB’000
4,447
2,250

47,338


210,800
Assets
2008
2007
RMB’000
RMB’000
910,764
663,713
15,718
34,018
7,286
103,851

Except as disclosed in note, the Group currently does not have a foreign currency hedging policy. However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arises.

– 107 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Sensitivity analysis

The Group is mainly exposed to the fluctuation against the currency of United States Dollar and Hong Kong Dollar.

The following table details the Group’s sensitivity to a 5% increase and decrease in RMB against relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. The sensitivity analysis includes loans to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower.

USD Impact (note i)
2008
2007
RMB’000
RMB’000
Increase (Decrease) to
profit and loss
– if RMB weakens
against respective
foreign currency
58,863
62,804
– if RMB strengthens
against respective
foreign currency
(58,863)
(62,804)
Increase (Decrease) to profit and loss
– if AUD weakens against respective foreign currency
– if AUD strengthens against respective foreign
currency
Increase (Decrease) to shareholders’ equity
– if AUD weakens against respective foreign currency
– if AUD strengthens against respective foreign
currency
HKD Impact (note i)
2008
2007
RMB’000
RMB’000
273
4,945
(273)
(4,945)
USD Impact (note ii)
2008
2007
RMB’000
RMB’000
(21,584)
(31,305)
21,584
31,305
(21,144)
(31,305)
21,144
31,305

Notes:

  • (i) This is mainly attributable to the exposure outstanding on the bank deposit and loans to foreign operations within the Group of USD and HKD at year end in the Group.

  • (ii) This is mainly attributable to the exposure outstanding on the loans to foreign operations within the Group and derivative financial instruments where the denomination of the loan is in a currency other than the functional currency of the borrower (i.e. AUD).

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year.

– 108 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(ii) Interest rate risk

The Group is exposed to fair value interest rate risk in relation to fixed-rate loan receivable (see note 20 for details). The Group is also exposed to cash flow interest rate risk in relation to variable-rate bank balances, term deposits, restricted cash (see note 17 for details of these bank balances) and bank borrowings (see note 33 for details of these borrowings).

The Group currently does not have any interest rate hedging policy.

The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. The Group’s cash flow interest rate risk is mainly concentrated on the fluctuation of the PBOC arising from the Group’s RMB borrowings.

The Group’s exposure to interest rate risk on financial assets and liabilities and also the result of the sensitivity analysis is not significant.

(iii) Other price risk

In addition to the above risks relating to financial instruments, the Group is exposed to equity price risk through investment in listed equity securities. The Group currently does not have any arrangement to hedge the price risk exposure of its investment in equity securities. The Group’s exposure to equity price risk through investment in listed equity securities and also the result of the sensitivity analysis is not significant.

Liquidity risk

In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilisation of bank borrowings and ensures compliance with loan covenants.

The following table details the Group’s remaining contractual maturity for its financial liabilities. For non-derivative financial liabilities, the table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

– 109 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Liquidity and interest risk tables

Weighted
average
effective
interest
rate
%
2008
Non-derivative
financial liabilities
Bills and accounts
payables
N/A
Other payables
N/A
Amounts due to
Parent Company
and its subsidiary
companies
N/A
Bank borrowings
– variable rate
5.31%-5.94%
Derivative financial
instruments
– gross settlement
Forward foreign
exchange contracts
– Inflow
N/A
– Outflow
N/A
2007
Non-derivative
financial liabilities
Bills and accounts
payables
N/A
Other payables
N/A
Amounts due to
Parent Company
and its subsidiary
companies
N/A
Bank borrowings
– variable rate
6.84%-7.09%
Less than
3 months
RMB’000
910,127
1,677,496
706,328

3,293,951
3-6
months
RMB’000



11,254
11,254
6 months
to 1 year
RMB’000



74,739
74,739
1-5 years
RMB’000


13,248
104,625
117,873
5+ years
Total
undiscounted
cash flow
RMB’000
RMB’000

910,127

1,677,496

719,576
125,839
316,457
125,839
3,623,656
5+ years
Total
undiscounted
cash flow
RMB’000
RMB’000

910,127

1,677,496

719,576
125,839
316,457
125,839
3,623,656
Carrying
amount
at 12.31
RMB’000
910,127
1,677,496
713,581
258,000
3,559,204
129,200
(129,200)
71,400
(71,400)
10,200
(10,200)


210,800
(210,800)
210,800
(210,800
631,207
911,528
669,275
26,310


11,325



65,135


26,496
175,968



169,799
657,517
911,528
695,771
422,227
657,517
911,528
684,231
330,000
2,212,010 37,635 65,135 202,464 169,799 2,687,043 2,583,276

38c. Fair values

The fair value of available-for-sales investment is determined with reference to quoted market price. 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 value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

– 110 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements approximate their fair values.

39. ACQUISITION OF SHANXI NENG HUA COMPANY LIMITED AND ITS SUBSIDIARIES

On August 18, 2006, the Company entered into an equity transfer agreement with the Parent Company and conditionally agreed to purchase the 98% equity interest in Shanxi Neng Hua from the Parent Company. In November 2006, the acquisition was completed and the consideration of RMB733,346,000 was fully paid to the Parent Company. The net assets acquired were included in the coal mining segment.

In 2007, the Company further acquired the remaining 2% equity interest in Shanxi Neng Hua from a subsidiary of the Parent Company at cash consideration of RMB14,965,000 which give rise to additional goodwill of RMB3,066,000.

This acquisition has been accounted for using the purchase method.

The net assets of Shanxi Group acquired in 2006, and the goodwill arising, are as follows:

Acquiree’s
carrying
amount
before
combination
Fair value
adjustments
RMB’000
RMB’000
Bank balances and cash
289,142
Bills and accounts receivable
10,950
Inventories
4,609
Prepayment for resources compensation fees
25,387
Prepayments and other currents assets
15,216
Property, plant and equipment
628,976
Mining rights

164,452
Deferred tax liability
(2,962)
(54,269)
Prepaid lease payments
11,378
Accounts payable
(12,126)
Other payables and accrued expenses
(75,436)
Bank borrowings
(380,000)
Total net assets acquired
515,134
Minority interests
Goodwill arising on acquisition
Total consideration satisfied by:
Cash consideration paid on acquisition
Net cash outflow arising on acquisition:
Cash paid on acquisition
Bank balances and cash acquired
Fair value
RMB’000
289,142
10,950
4,609
25,387
15,216
628,976
164,452
(57,231)
11,378
(12,126)
(75,436)
(380,000)
625,317
(34,518)
142,547
733,346
733,346
(733,346)
289,142
(444,204)

Shanxi Group contributed RMB21,875,000 and RMB8,755,000 to the Group’s turnover and loss respectively, for the period between the date of acquisition to December 31, 2006.

– 111 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

If the acquisition had been completed on January 1, 2006, the Group’s revenue for the period would have been RMB12,961,204,000, and the Group’s profit for the year would have been RMB2,274,162,000. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2006, nor is it intended to be a projection of future results.

The goodwill arising from the acquisition is attributable to the anticipated profitability and the anticipated future operating synergies from the combination.

40. 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. Details of balance and transactions between the Group and other related parties are disclosed below.

Related party balances

The amounts due to the Parent Company and its subsidiary companies are non-interest bearing and unsecured.

The amounts due to the Parent Company and its subsidiary companies as at December 31, 2008 and 2007 included the present value of the outstanding balance that arose from the funding of the acquisition of the mining rights of Jining III as of January 1, 2001 discounted using the market rate of bank borrowings.

The consideration for the cost of the mining rights of approximately RMB132,479,000 is to be settled over the 10 years by equal instalments before December of each year, commencing from 2001.

Amounts due to Parent Company and its subsidiary companies
Within one year
More than one year, but not exceeding two years
More than two years, but not exceeding three years
Total
Less: amount due within one year
Amount due after one year
At December 31,
2008
2007
RMB’000
RMB’000
706,328
669,275
7,253
7,703

7,253
713,581
684,231
(706,328)
(669,275)
7,253
14,956

Except the amounts disclosed above, the amounts due to the Parent Company and/or its subsidiary companies are repayable on demand.

– 112 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Related party transactions

During the years, the Group had the following significant transactions with the Parent Company and/ or its subsidiary companies:

**Year ** **ended December ** 31,
2008 2007 2006
RMB’000 RMB’000 RMB’000
Income
Sales of coal 1,384,415 1,014,963 1,069,879
Sales of auxiliary materials 550,986 595,143 496,221
Expenditure
Utilities and facilities 376,288 377,074 358,370
Annual fee for mining rights 12,980 12,980
Purchases of supply materials and equipment 471,768 454,469 458,329
Repair and maintenance services 253,864 215,102 246,841
Social welfare and support services 255,265 313,062 406,004
Technical support and training 20,000 20,000 20,000
Road transportation services 86,671 60,718 63,448
Construction services 294,938 316,801 306,658

Certain expenditure for social welfare and support services (excluding medical and child care expenses) of RMB165,900,000, RMB165,900,000 and RMB165,900,000 for the years ended December 31, 2008, 2007 and 2006, respectively, and for technical support and training of RMB20,000,000, RMB20,000,000 and RMB20,000,000, have been charged by the Parent Company at a negotiated amount per annum, subject to changes every year.

During the year ended December 31, 2006, the Company acquired Shanxi Neng Hua from the Parent Company. Details of this acquisition are set out in note 39.

During the year ended December 31, 2008, the Company acquired Zhaolou coal mine from the Parent Company. Details of this acquisition are set out in note 24.

In addition to the above, the Company participates in a retirement benefit scheme of the Parent Company in respect of retirement benefits (note 42) .

Transactions/balances 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 larger 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 state-controlled 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:

Trade sales
Trade purchases
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
10,253,998
6,035,156
4,600,606
1,328,958
1,056,959
1,568,658
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
10,253,998
6,035,156
4,600,606
1,328,958
1,056,959
1,568,658
1,568,658

– 113 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Material balances with other state-controlled entities are as follows:

Amounts due to other state-controlled entities
Amounts due from other state-controlled entities
At December 31,
2008
2007
RMB’000
RMB’000
294,888
311,922
364,420
339,979
At December 31,
2008
2007
RMB’000
RMB’000
294,888
311,922
364,420
339,979
339,979

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 are of the opinion that separate disclosure would not be meaningful.

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.

Compensation of key management personnel

The remuneration of directors and other members of key management were as follows:

Directors’ fees
Salaries, allowance and other benefits in kind
Retirement benefit scheme contributions
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
426
403
373
2,545
2,315
2,710
407
378
1,030
3,378
3,096
4,113
Year ended December 31,
2008
2007
2006
RMB’000
RMB’000
RMB’000
426
403
373
2,545
2,315
2,710
407
378
1,030
3,378
3,096
4,113
4,113

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

41. COMMITMENTS

Capital expenditure contracted for but not provided in the consolidated
financial statements in respect of acquisition of property, plant and
equipment
Capital expenditure authorized but not contracted for in respect of
development of new coal mines
At December 31,
2008
2007
RMB’000
RMB’000
142,399
322,271

747,339
142,399
1,069,610
At December 31,
2008
2007
RMB’000
RMB’000
142,399
322,271

747,339
142,399
1,069,610
1,069,610

During 2006, the Company entered into a co-operative agreement with two independent third parties to establish a company for acquiring a coal mine in Shaanxi province for operations. In addition to the deposit referred to in note 29, the Company is committed to invest a further RMB78.8 million as at December 31, 2008 and 2007.

– 114 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Pursuant to the regulations issued by the Shandong Province Finance Bureau, the Group has to pay a deposit of RMB997 million (2007: RMB1,073 million) to the relevant government authority, which secured for the environmental protection work done by the Company. As at December 31, 2008, deposit of RMB200 million (2007: RMB200 million) were made and the Company is committed to further make security deposit of RMB797 million (2007: RMB873 million).

On October 24, 2008, the Company entered into an acquisition agreement with the Parent Company at a consideration of RMB593.24 million to acquire 74% equity interest in Shandong Hua Ju Energy Company Limited (“Hua Ju Energy “).

Hua Ju Energy is a joint stock limited company established in the PRC. The principal business of Hua Ju Energy is the supply of electricity and heat by utilizing coal gangue and coal slurry produced from coal mining process. The acquisition has been approved by the shareholders of the Company at the general meeting of shareholders. As at December 31, 2008, the equity transfer and approval from governmental authority have not been completed. At the date of issue of these financial statements, the equity transfer and approval from governmental authority have been completed and the Company has fully settled the consideration in respect of the acquisition.

During 2007, the Company entered into an agreement with the Parent Company and Zhongcheng Trust and Investment LLC. to establish a company, with the proposed name of Yankuang Group Finance Company Limited (the “Investee”), which will engage in banking and financing business. The name and the activities of the Investee are subject to the approval by China Banking Regulatory Commission and other relevant government authorities. The Company has agreed to contribute RMB125 million from internal resources, which will account for 25% of the equity interest in the Investee. As of December 31, 2008, the procedures to establish the Investee are still in progress.

Compensation fees for mining rights are required to be pay annually and details are set out in note 24.

42. RETIREMENT BENEFITS

Qualifying employees of the Company are entitled to a pension, medical and other welfare benefits. The Company participates in a scheme of the Parent Company and pays a monthly contribution to the Parent Company in respect of retirement benefits at an agreed contribution rate based on the monthly basic salaries and wages of the qualified employees. The Parent Company is responsible for the payment of all retirement benefits to the retired employees of the Company.

Pursuant to the provision of Administrative Services for Pension Fund and Retirement Benefits Agreement entered into by the Company and the Parent Company on January 10, 2006, the monthly contribution rate is set at 45% of the aggregate monthly basic salaries and wages of the Company’s employees for the period from January 1, 2006 to December 31, 2008.

The amount of contributions paid to the Parent Company were RMB759,356,000, RMB692,912,000 and RMB640,620,000 for the years ended December 31, 2008, 2007, and 2006, respectively.

The Company’s subsidiaries are participants in a state-managed retirement scheme pursuant to which the subsidiaries pay a fixed percentage of its qualifying staff’s wages as a contribution to the scheme. The subsidiaries’ financial obligations under this scheme are limited to the payment of the employer’s contribution. During the year, contributions paid and payable by the subsidiaries pursuant to this arrangement were insignificant to the Group.

During the year and at the balance sheet date, there were no forfeited contributions which arose upon employees leaving the above schemes available to reduce the contributions payable in future years.

43. HOUSING SCHEME

The Parent Company is responsible for providing accommodation to its employees and the employees of the Company. The Company and the Parent Company share the incidental expenses relating to the accommodation at a negotiated amount for each of the three years ended December 31, 2008, 2007 and 2006. Such expenses,

– 115 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

amounting to RMB86,200,000, RMB86,269,000 and RMB86,200,000 for each of the three years ended December 31, 2008, 2007 and 2006 respectively, have been included as part of the social welfare and support services expenses summarized in note 40.

The Company currently makes a fixed monthly contribution for each of its qualifying employees to a housing fund which is equally matched by a contribution from the employees. The contributions are paid to the Parent Company which utilizes the funds, along with the proceeds from the sales of accommodation and, if the need arises, from loans arranged by the Parent Company, to construct new accommodation.

44. MAJOR NON-CASH TRANSACTION

During the year ended December 31, 2008, the Group acquired certain property, plant and equipment, of which RMB654,304,000 (2007: RMB615,092,000) have not yet been paid.

45. INFORMATION OF THE COMPANY

The Company’s balance sheet is disclosed as follows:

ASSETS
CURRENT ASSETS
Bank balances and cash
Term deposits
Restricted cash
Amounts due from subsidiaries
Bills and accounts receivable
Inventories
Other loans receivable
Loans to subsidiaries
Prepayments and other receivables
Prepaid lease payments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Mining rights
Prepaid lease payments
Property, plant and equipment
Goodwill
Investment in subsidiaries (note a)
Investments in securities
Investment in associate
Loan to subsidiaries
Deposit made on investment
Deferred tax asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
At December 31,
2008
2007
RMB’000
RMB’000
8,221,661
4,331,449
1,153,385
1,294,984
14,823
8,852
235,122
213,890
2,961,769
2,721,930
693,974
325,620

640,000
122,805
273,707
1,463,195
317,922
13,334
13,362
At December 31,
2008
2007
RMB’000
RMB’000
8,221,661
4,331,449
1,153,385
1,294,984
14,823
8,852
235,122
213,890
2,961,769
2,721,930
693,974
325,620

640,000
122,805
273,707
1,463,195
317,922
13,334
13,362
14,880,068
79,487
534,955
7,357,101
107,346
4,026,004
139,887
900,000
3,563,773
117,926
9,470
16,835,949
10,141,716
86,111
548,314
7,519,521
107,346
3,402,004
409,526
900,000
2,170,190
117,926
15,260,938
31,716,017 25,402,654

– 116 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bills and accounts payable
Other payables and accrued expenses
Provision for land subsidence, restoration, rehabilitation and environmental
costs
Amounts due to Parent Company and its subsidiary companies
Taxes payable
TOTAL CURRENT LIABILITIES
Amounts due to parent company and its subsidiary companies – due after
one year
Deferred tax liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
(note b)
TOTAL LIABILITIES AND EQUITY
At December 31,
2008
2007
RMB’000
RMB’000
674,053
598,473
2,092,215
1,915,922
450,979
19,635
540,831
513,593
419,766
9,956
At December 31,
2008
2007
RMB’000
RMB’000
674,053
598,473
2,092,215
1,915,922
450,979
19,635
540,831
513,593
419,766
9,956
4,177,844
7,253
3,057,579
14,956
283,064
7,253 298,020
4,185,097
27,530,920
3,355,599
22,047,055
31,716,017 25,402,654

Notes:

(a) Details of the Company’s subsidiaries at December 31, 2008 and 2007 are as follows:

Country of
incorporation/ Issued and fully
Name of registration and paid capital/ **Proportion ** **of registered capital/ ** issued Proportion of Principal
subsidiary operation registered capital **share capital held ** by the Company voting power held activities
2008 2007 2008 2007
Directly Indirectly Directly Indirectly
Austar Coal Australia AUD64,000,000 100% 100% 100% 100% Coal mining
Mine Pty, business in
Limited Australia
(“Austar”)
Heze (note) PRC RMB1,500,000,000 96.67% 96.67% 96.67% 96.67% Coal mining
business
Yancoal Australia AUD64,000,000 100% 100% 100% 100% Investment
Australia holding
Pty,
Limited
(“Yancoal
Australia”)
Shandong PRC RMB 5,500,000 92% 92% 92% 92% Transportation
Yanmei via rivers
Shipping and lakes
Co., Ltd. and the sales
(“Yanmei of coal and
Shipping”) construction
(note) materials

– 117 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Country of
incorporation/ Issued and fully
Name of registration and paid capital/ **Proportion ** **of ** **registered capital/ ** issued Proportion of Principal
subsidiary operation registered capital **share capital held ** by the Company voting power held activities
2008 2007 2008 2007
Directly Indirectly Directly Indirectly
Yanzhou PRC RMB1,400,000,000 100% 97% 100% 97% Development
Coal of methanol
Yulin project
Power
Chemical
Co., Ltd.
(“Yulin”)
(note)
Zhongyan PRC RMB2,100,000 52.38% 52.38% 52.38% 52.38% Trading and
Trade Co., processing of
Ltd mining
(“Zhongyan”) machinery
(note)
Shanxi PRC RMB 600,000,000 100% 100% 100% 100% Investment
Neng Hua holding
(note)
Shanxi PRC RMB90,000,000 81.31% 81.31% 81.31% 81.31% Coal mining
Tianchi business
(note)
Shanxi PRC RMB 150,000,000 99.85% 99.85% 99.85% 99.85% Methanol and
Tianhao electricity
(note) power
business

Note: Yanmei Shipping, Yulin, Zhongyan, Heze, Shanxi Neng Hua, Shanxi Tianchi, Shanxi Tianhao are established in the PRC as limited liability companies.

– 118 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(b) The Company’s equity is as follows:

Balance at
January 1, 2007
Gain on fair value
changes of
available-for-sale
investment
Deferred tax on fair
value change of
available-for-sale
investment
Net income recognized
directly in equity
Profit for the year
Total recognized
income and expense
for the year
Appropriations to
reserves
Dividends
Balance at
December 31, 2007
Balance at
January 1, 2008
Loss on fair value
changes of
available-for-sale
investment
Deferred tax on fair
value change of
available-for-sale
investment
Net loss recognized
directly in equity
Profit for the year
Total recognized
income and expense
for the year
Appropriations to
reserves
Dividends
Balance at
December 31, 2008
Share
capital
RMB’000
4,918,400

Share
premium
Future
development
fund
RMB’000
RMB’000
2,981,002
2,218,007



Share
premium
Future
development
fund
RMB’000
RMB’000
2,981,002
2,218,007



Statutory
common
reserve
fund
RMB’000
1,704,295

Investment
revaluation
reserve
RMB’000
22,754
312,944
(75,519)
Retained
earnings
RMB’000
7,561,894

Total
RMB’000
19,406,352
312,944
(75,519











361,110



333,645
237,425

237,425


3,386,958
3,386,958
(694,755)
(983,680)
237,425
3,386,958
3,624,383

(983,680
4,918,400 2,981,002 2,579,117 2,037,940 260,179 9,270,417 22,047,055
4,918,400






2,981,002






2,579,117





355,800
2,037,940





785,235
260,179
(269,639)
67,409
(202,230)

(202,230)

9,270,417



6,522,223
6,522,223
(1,141,035)
(836,128)
22,047,055
(269,639
67,409
(202,230
6,522,223
6,319,993

(836,128
4,918,400 2,981,002 2,934,917 2,823,175 57,949 13,815,477 27,530,920

– 119 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. INTERIM FINANCIAL INFORMATION

The following is an extract of the unaudited interim financial information of the Group as extracted from the interim report of the Company for the 6 months ended 30 June 2009.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED 30 JUNE, 2009

Six months ended Six months ended
**30 ** June
2009 2008
RMB’000 RMB’000
Notes (unaudited) (unaudited)
Gross sales of coal 5 8,829,078 12,065,436
Railway transportation service income 112,587 111,931
Gross sales of electricity power 101,817
Gross sales of heat supply 7,380
Total revenue 9,050,862 12,177,367
Transportation costs of coal 5 (186,833)
(219,511)
Cost of sales and service provided 6 (4,437,963) (5,172,474)
Cost of electricity power (84,131)
Cost of heat supply (4,246)
Gross profit 4,337,689 6,785,382
Selling, general and administrative expenses (1,840,102) (1,422,260)
Share of profit/(loss) of an associate 43,815 (47,192)
Other income 7 198,685 194,152
Interest expenses 8 (20,844)
(15,827)
Profit before income taxes 9 2,719,243 5,494,255
Income taxes 10 (671,112) (1,580,496)
Profit for the period 2,048,131 3,913,759
Equity attributable to:
Equity holders of the Company 2,025,690 3,912,641
Minority interests 22,441 1,118
2,048,131 3,913,759
Earnings per share, basic 12 RMB0.41 RMB0.80
Earnings per ADS, basic 12 RMB4.12 RMB7.96

– 120 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE, 2009

Six months ended Six months ended
**30 ** June
2009 2008
RMB’000 RMB’000
(unaudited) (unaudited)
Profit for the period 2,048,131 3,913,759
Other comprehensive income (after income tax):
Available-for-sale investment:
Change in fair value 90,727 (200,509)
Deferred taxes (22,682)
50,127
68,045 (150,382)
Cash flow hedge:
Cash flow hedge reserve recognized 87,408
Deferred taxes (28,883)
58,525
Exchange difference arising on translation of foreign operations 89,063 2,861
Other comprehensive income/(loss) for the period 215,633 (147,521)
Total comprehensive income for the period 2,263,764 3,766,238
Equity attributable to:
Equity holders of the Company 2,241,323 3,765,120
Minority interests 22,441 1,118
2,263,764 3,766,238

– 121 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

CONDENSED CONSOLIDATED BALANCE SHEET

AT 30 JUNE, 2009

Notes
ASSETS
CURRENT ASSETS
Bank balances and cash
Term deposits
Restricted cash
13
Bills and accounts receivable
14
Inventories
Prepayments and other receivables
15
Prepaid lease payments
Prepayment for resources compensation fees
16
Derivative financial instruments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Mining rights
18
Prepaid lease payments
Prepayment for resources compensation fees
16
Property, plant and equipment
19
Goodwill
Investments in securities
20
Interests in an associate
Restricted cash
13
Deposit made on investment
Deferred tax assets
22
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
At 30
June
2009
RMB’000
(unaudited)
8,645,119
3,011,995
19,066
2,202,836
651,101
1,694,464
16,972
2,559
66,840
At 31
December
2008
RMB’000
(audited)
8,439,578
1,153,385
18,823
2,977,266
819,599
1,567,210
15,296
3,240
16,310,952
1,031,502
692,518
14,919
14,743,357
500,342
260,796
874,010
94,612
117,926
199,962
18,529,944
14,994,397
1,039,707
628,119
15,490
14,149,446
298,650
139,887
830,195
78,791
117,926
46,023
17,344,234
34,840,896 32,338,631

– 122 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bills and accounts payable
21
Other payables and accrued expenses
Provision for land subsidence, restoration, rehabilitation
and environmental costs
17
Amounts due to Parent Company and its subsidiary
companies
25
Unsecured bank borrowings – due within one year
Derivative financial instruments
Taxes payable
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Amounts due to Parent Company and its subsidiary
companies – due after one year
25
Unsecured bank borrowings – due after one year
Deferred tax liabilities
22
TOTAL NON CURRENT LIABILITIES
TOTAL LIABILITIES
CAPITAL AND RESERVES
23
SHARE CAPITAL
RESERVES
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF
THE COMPANY
MINORITY INTEREST
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY
At 30
June
2009
RMB’000
743,328
4,616,688
967,365
683,169
82,000

286,633
At 31
December
2008
RMB’000
910,127
2,698,256
450,979
706,328
82,000
29,435
419,866
7,379,183
3,626
165,000
42,501
211,127
7,590,310
4,918,400
22,110,687
27,029,087
221,499
27,250,586
5,296,991
7,253
176,000
41,777
225,030
5,522,021
4,918,400
21,836,724
26,755,124
61,486
26,816,610
34,840,896 32,338,631

– 123 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE, 2009

Balance at 1 January, 2008
Total comprehensive income
for the period (unaudited)
Appropriations to reserves
(unaudited)
Dividends (unaudited)
Acquisition of additional
interest in the equity of a
subsidiary (unaudited)
Balance at 30 June, 2008
Balance at 1 January, 2009
Total comprehensive income
for the period (unaudited)
Appropriations to reserves
(unaudited)
Dividends (unaudited)
Acquisition of a subsidiary
(unaudited)
Balance at 30 June, 2009
Share
capital
RMB’000
4,918,400




4,918,400
Share
premium
RMB’000
2,981,002




2,981,002
Future
development
fund
RMB’000
(note 23)
2,587,105

101,486


2,688,591
Statutory
common
reserve
fund
RMB’000
(note 23)
2,037,940




2,037,940
Translation
reserve
RMB’000
(13,942)
2,861



(11,081)
Investment
revaluation
reserve
RMB’000
260,179
(150,382)



109,797
Cash flow
hedge
reserve
RMB’000





Retained
earnings
RMB’000
8,646,853
3,912,641
(101,486)
(836,128)

11,621,880
Attributable
to equity
holders of
the
Company
RMB’000
21,417,537
3,765,120

(836,128)

24,346,529
Minority
interest
RMB’000
71,075
1,118


2,506
74,699
Total
RMB’000
21,488,612
3,766,238

(836,128)
2,506
24,421,228
4,918,400



2,981,002



2,969,324

222,538

2,823,175



(115,169)
89,063


57,949
68,045


(11,736)
58,525


13,132,179
2,025,690
(222,538)
(1,967,360)
26,755,124
2,241,323

(1,967,360)
61,486
22,441


137,572
26,816,610
2,263,764

(1,967,360)
137,572
4,918,400 2,981,002 3,191,862 2,823,175 (26,106) 125,994 46,789 12,967,971 27,029,087 221,499 27,250,586

– 124 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE, 2009

Notes
NET CASH GENERATED BY OPERATING
ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES
Purchase of property, plant and equipment
(Increase)decrease in term deposits
Settlement received from other loans receivable
Expenditure for acquisition of Zhaolou Coal Mine
Acquisition of Hua Ju Energy
24
Acquisition of minority interests of Yulin
Increase in restricted cash
Proceeds on disposal of property, plant and equipment
NET CASH (USED IN) GENERATED BY
FINANCING ACTIVITIES
Dividend paid to the former equity holders of Hua Ju
Energy
Bank loans
Repayment of borrowing to Parent Company
NET INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING
Effect of foreign exchange rate changes
CASH AND CASH EQUIVALENTS, ENDING,
REPRESENTED BY BANK BALANCES AND
CASH
Six months ended
30 June
2009
2008
RMB’000
RMB’000
(unaudited)
(unaudited)
3,611,481
3,861,370
(826,033)
(537,413)
(1,858,745)
319,090

640,000

(747,339)
(588,676)


(24,000)
(2,204)
(23,210)
15,416
9,636
(3,260,242)
(363,236)
(47,250)

(11,000)
453,910
(120,000)

(178,250)
453,910
172,989
3,952,044
8,439,578
4,424,561
32,552
(9,613)
8,645,119
8,366,992
Six months ended
30 June
2009
2008
RMB’000
RMB’000
(unaudited)
(unaudited)
3,611,481
3,861,370
(826,033)
(537,413)
(1,858,745)
319,090

640,000

(747,339)
(588,676)


(24,000)
(2,204)
(23,210)
15,416
9,636
(3,260,242)
(363,236)
(47,250)

(11,000)
453,910
(120,000)

(178,250)
453,910
172,989
3,952,044
8,439,578
4,424,561
32,552
(9,613)
8,645,119
8,366,992
(3,260,242)
(47,250)
(11,000)
(120,000)
(178,250)
172,989
8,439,578
32,552
(363,236

453,910
453,910
3,952,044
4,424,561
(9,613
8,645,119

– 125 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE, 2009

1. GENERAL

Organization and principal activities

The Group represents Yanzhou Coal Mining Company Limited (the “Company”) and its consolidated subsidiaries.

The Company is established as a joint stock company with limited liability in the People’s Republic of China (the “PRC”) and operates six coal mines, namely the Xinglongzhuang coal mine, Baodian coal mine, Nantun coal mine, Dongtan coal mine, Jining II coal mine (“Jining II”) and Jining III coal mine (“Jining III”) as well as a regional railway network that links these mines with the national railway grid. These six coal mines and the railway were originally divisions of the Company’s ultimate holding company, Yankuang Group Corporation Limited (the “Parent Company”), a state-owned enterprise in the PRC. The Parent Company contributed the assets and liabilities of the Xinglongzhuang coal mine, Baodian coal mine, Nantun coal mine and Dongtan coal mine into the Company upon its formation.

The Company acquired from the Parent Company Jining II, Jining III and the assets of the special purpose coal railway transportation business (“Railway Assets”) in 1998, 2001 and 2002, respectively.

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 Securities Exchange (“SSE”), its H shares are listed on The Stock Exchange of Hong Kong Limited (the “SEHK”), and its American Depositary Shares (“ADS”, one ADS represents 10 H shares) are listed on the New York Stock Exchange, Inc.

The Company holds a 52.38% interest in the registered capital of Qingdao Free Trade Zone Zhongyan Trade Co., Ltd.(“Zhongyan”), a limited liability company established and operated in the PRC. Zhongyan is engaged in the trading and processing of mining machinery.

The Company holds a 92% interest in the registered capital of Shandong Yanmei Shipping Co., Ltd. (“Yanmei Shipping”), a limited liability company established and operated in the PRC which is principally engaged in the transportation business via rivers and lakes and sale of coal and construction materials.

In 2004, the Company established Yanzhou Coal Yulin Neng Hua Co., Ltd. (“Yulin”), a 97% owned subsidiary, for the future development of the methanol projects of the Group in the Shaanxi Province in the PRC. In 2008, the Company acquired the remaining 3% equity in Yulin, and then the Company made further investment of RMB600,000,000 in Yulin in the same year..

In 2004, the Company acquired the entire interest in the Southland coal mine located in New South Wales, Australia (“Southland”) from independent third parties in 2004 for aggregate cash consideration of AUD29,377,000 (equivalent to RMB187,312,000 then). The Company has also established two wholly-owned subsidiaries in Australia, namely Yancoal Australia Pty Limited (“Yancoal”) and Austar Coal Mine Pty Limited (“Austar”), in 2004 for the Group’s future operations in Southland.

– 126 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In 2004, the Company acquired a 95.67% equity interest in Yanmei Heze Neng Hua Company Limited (“Heze”) from the Parent Company at cash consideration of RMB584,008,000. The principal activities of Heze are to conduct the initial preparation of the coal mines at the Juye coalfield which includes obtaining the approvals for the coal mine projects, applying rights to explore for coal and preparing the construction work of the coal mines. At 30 June, 2009, Heze has commenced construction works for the Zhaolou coal mine. The equity interests held by the Company increased to 96.67% after the increase of the registered capital of Heze in 2007.

In 2006, the Company acquired a 98% equity interest in Yankuang Shanxi Neng Hua Company Limited (“Shanxi Neng Hua”) and its subsidiaries (collectively referred as the “Shanxi Group”) from the Parent Company at cash consideration of RMB733,346,000. The principal activities of Shanxi Group are to invest in heat and electricity, manufacture and sale of mining machinery and engine products, coal mining and the development of integrated coal technology.

Shanxi Neng Hua is an investment holding company, which holds 81.31% equity interest in Shanxi Heshun Tianchi Energy Company Limited (“Shanxi Tianchi”) and approximately 99.85% equity interest in Shanxi Tianhao Chemical Company Limited (“Shanxi Tianhao”). The principal activities of Shanxi Tianchi are to exploit and sale of coal from Tianchi Coal Mine, the principal asset of Shanxi Tianchi. Shanxi Tianchi has completed the construction of Tianchi Coal Mine and commenced production by the end of 2006. Shanxi Tianhao is established to engage in the production of methanol and other chemical products, coke production, exploration and sales. The construction of the methanol facilities by Shanxi Tianhao commenced in March 2006 and it has commenced trial production as at 30 June, 2009. In 2007, the Company further acquired the remaining 2% equity interest in Shanxi Neng Hua at cash consideration of RMB14,966,000.

During the period, the Company acquired 74% equity interest in Shandong Hua Ju Energy Company Limited (“Hua Ju Energy”) with a consideration of RMB593,243,000. Hua Ju Energy is a joint stock limited company established in the PRC, the principal business is the supply of electricity and heat by utilizing coal gangue and coal slurry produced from coal mining process. In July 2009, the Company entered into acquisition agreements with three shareholders of Hua Ju Energy, pursuant to which, the Company agrees to acquire 21.14% equity interest in Hua Ju Energy with the consideration of RMB173,010,000. At the date of issue of these financial statements, the equity transfer and approval from governmental authority have been completed and the Company has fully settled the consideration in respect of the acquisition.

2. BASIS OF PREPARATION

The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting” and with the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on the SEHK.

3. SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as appropriate.

The accounting policies adopted are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 December, 2008, except a number of accounting policies that are adopted by the Company and effective for annual periods beginning on or after 1 January, 2009.

– 127 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In the current period the Group had applied, for the first time, the new standards and interpretations and revised/amended standards and interpretations (the new “IFRSs”) issued by the International Accounting Standards Board (the “IASB”) and the International Financial Reporting Interpretations Committee (the “IFRIC”) of the IASB, which are effective for the Group’s financial year beginning on 1 January, 2009. The new IFRSs that had material effect on the financial statements are as follow:

  • IAS 1 (Revised)-Presentation of Financial Statements: IAS 1 (Revised) materially changes the presentation of the Group’s financial statements. The amendments affect the presentation of owner changes in equity and introduce a statement of comprehensive income. The Group have the option of presenting items of income and expenses and components of other comprehensive income either in a single statement of comprehensive income with subtotals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). The amendment does not affect the financial position or results of the Group but gives rise to additional disclosures. The Group adopted IAS 1 (Revised) since 1 January, 2009, and presented items of income and expenses and components of other comprehensive income in two separate statements (a separate income statement followed by a statement of comprehensive income).

  • IFRS 8-Operating Segments: The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the Group’s chief operating decision maker for the purposes of allocating resources to the segments and assessing their performances.

The adoption of the new IFRSs had no material effect on the results or financial position of the Group for the current or prior accounting periods except the presentation disclosure. Accordingly, no prior period adjustment has been recognized.

The Group has not early applied the new standards or interpretations that have been issued but are not yet effective. The directors of the Company anticipate that the application of these standards or interpretations will have no material impact on the results and the financial position of the Group.

4. SEGMENT INFORMATION

The Group is engaged primarily in the coal mining business and the coal railway transportation business. The Company does not currently have direct export rights in the PRC and all of its export sales must be made through China National Coal Industry Import and Export Corporation (“National Coal Corporation”) or 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. Certain of the Company’s subsidiaries are engaged in trading and processing of mining machinery and the transportation business via rivers and lakes in the PRC. No separate segment information about these businesses is presented in these financial statements as the underlying gross sales, results and assets of these businesses, which are currently included in the coal mining business segment, are insignificant to the Group. Certain of the Company’s subsidiaries are engaged in production of methanol and other chemical products, and invest in heat and electricity.

Business segments

For management purposes, the Group is currently organized into three operating divisions-coal mining, coal railway transportation and methanol, electricity and heat supply. These divisions are the basis on which the Group reports its primary segment information.

Principal activities are as follows:

Coal mining – Underground mining, preparation and sales of coal Coal railway transportation – Provision for railway transportation services Methanol, electricity and – Production and sales of methanol and electricity and related heat supply services

– 128 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Segment information about these businesses is presented below:

INCOME STATEMENT

GROSS REVENUE
External sales
Inter-segment sales
Total
Inter-segment revenue is ch
RESULT
Segment results
Unallocated corporate
expenses
Unallocated corporate
income
Share of profit of an
associate
Interest expenses
Profit before income
taxes
Income taxes
Profit for the period
Coal mining
RMB’000
8,829,078
77,728
8,906,806
For the six months ended 30 June 2009
Coal railway
transportation
Methanol,
electricity
and heat
supply
Eliminations
RMB’000
RMB’000
RMB’000
112,587
109,197

34,757
286,531
(399,016)
147,344
395,728
(399,016)
For the six months ended 30 June 2009
Coal railway
transportation
Methanol,
electricity
and heat
supply
Eliminations
RMB’000
RMB’000
RMB’000
112,587
109,197

34,757
286,531
(399,016)
147,344
395,728
(399,016)
For the six months ended 30 June 2009
Coal railway
transportation
Methanol,
electricity
and heat
supply
Eliminations
RMB’000
RMB’000
RMB’000
112,587
109,197

34,757
286,531
(399,016)
147,344
395,728
(399,016)
Consolidated
RMB’000
9,050,862
9,050,862
arged at prices pre-determined by the relevant governmental authority.
3,046,508
(81,605)
(79,514)



43,815
2,885,389
(285,928)
96,811
43,815
(20,844)
2,719,243
(671,112)
2,048,131

– 129 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

GROSS REVENUE
External sales
Inter-segment sales
Total
For the six months ended 30 June 2008
Coal mining
Coal railway
transportation
Eliminations
Consolidated
RMB’000
RMB’000
RMB’000
RMB’000
12,065,436
111,931

12,177,367

32,483
(32,483)

12,065,436
144,414
(32,483)
12,177,367
For the six months ended 30 June 2008
Coal mining
Coal railway
transportation
Eliminations
Consolidated
RMB’000
RMB’000
RMB’000
RMB’000
12,065,436
111,931

12,177,367

32,483
(32,483)

12,065,436
144,414
(32,483)
12,177,367
12,177,367

Inter-segment revenue is charged at prices pre-determined by the relevant governmental authority.

12,065,436
144,414
(32,483)
12,177,367
12,065,436
144,414
(32,483)
12,177,367
12,065,436
144,414
(32,483)
12,177,367
12,065,436
144,414
(32,483)
12,177,367
-determined by the relevant governmental authority.
RESULT
Segment results
Unallocated corporate expenses
Unallocated corporate income
Share of loss of an associate
Interest expenses
Profit before income taxes
Income taxes
Profit for the period
5,863,503 (108,718) 5,754,785
(249,843
52,332
(47,192
(15,827
5,494,255
(1,580,496
3,913,759

5. SALES OF COAL AND TRANSPORTATION COSTS OF COAL

Domestic sales of coal, gross
Less: Transportation costs
Domestic sales of coal, net
Export sales of coal, gross
Less: Transportation costs
Export sales of coal, net
Net sales of coal
Six months ended 30 June
2009
2008
RMB’000
RMB’000
8,249,349
11,233,286
150,435
126,710
Six months ended 30 June
2009
2008
RMB’000
RMB’000
8,249,349
11,233,286
150,435
126,710
8,098,914
579,729
36,398
543,331
11,106,576
832,150
92,801
739,349
8,642,245 11,845,925

Net sales of coal represents the invoiced value of coal sold and is net of returns, discounts, sales taxes and transportation costs if the sales value of coal includes transportation costs to the customers.

– 130 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

6. COST OF SALES AND SERVICE PROVIDED

Materials
Wages and employee benefits
Electricity
Depreciation
Land subsidence, restoration, rehabilitation and environmental costs
Annual fee and amortization of mining rights (note 18)
Other transportation cost
Costs of traded coal
Others
Six months ended 30 June
2009
2008
RMB’000
RMB’000
659,790
704,859
1,452,226
1,267,739
117,763
209,377
687,437
547,341
854,635
951,570
102,299
85,303
34,607
65,436
209,539
727,381
319,667
613,468
4,437,963
5,172,474
Six months ended 30 June
2009
2008
RMB’000
RMB’000
659,790
704,859
1,452,226
1,267,739
117,763
209,377
687,437
547,341
854,635
951,570
102,299
85,303
34,607
65,436
209,539
727,381
319,667
613,468
4,437,963
5,172,474
5,172,474

7. OTHER INCOME

Interest income from bank deposits
Gain on exchange rate changes
Interest income from entrusted loan
Others
Six months ended 30 June
2009
2008
RMB’000
RMB’000
96,810
52,311
89,248


132,230
12,627
9,611
198,685
194,152
Six months ended 30 June
2009
2008
RMB’000
RMB’000
96,810
52,311
89,248


132,230
12,627
9,611
198,685
194,152
194,152

8 INTEREST EXPENSES

Interest expenses on:
– bank borrowings wholly repayable within 5 years
– bank borrowings not wholly repayable within 5 years
– bills receivable discounted without recourse
Deemed interest expenses in respect of acquisition of Jining III
Six months ended 30 June
2009
2008
RMB’000
RMB’000
3,323
6,277
5,981
8,625
10,932

608
925
20,844
15,827
Six months ended 30 June
2009
2008
RMB’000
RMB’000
3,323
6,277
5,981
8,625
10,932

608
925
20,844
15,827
15,827

No interest was capitalized during the periods.

– 131 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

9. PROFIT BEFORE INCOME TAXES

Profit before income taxes has been arrived at after charging (crediting):
Depreciation of property, plant and equipment
Amortization of mining rights (Included in cost of sales and service
provided)
Total depreciation and amortization
Amortization of prepaid lease payments
Loss/(Gain) on disposal of property, plant and equipment
Six months ended 30 June
2009
2008
RMB’000
RMB’000
833,203
630,903
21,870
8,775
Six months ended 30 June
2009
2008
RMB’000
RMB’000
833,203
630,903
21,870
8,775
855,073 639,678
8,577
4,449
8,627
(7,146

10. INCOME TAXES

Income tax:
Current taxes, PRC Enterprise Income Tax
Under provision in prior year
Deferred tax (note 22):
Current period
Six months ended 30 June
2009
2008
RMB’000
RMB’000
825,940
1,298,823
43,049
265,390
Six months ended 30 June
2009
2008
RMB’000
RMB’000
825,940
1,298,823
43,049
265,390
868,989
(197,877)
1,564,213
16,283
671,112 1,580,496

The Group is subject to a standard income tax rate of 25%. The effective income tax rate of the Group for the current period is 25% (six months ended 30 June, 2008: 29%). The major reconciling items are certain expenses not deductible for tax purposes.

11. DIVIDENDS

Final dividend approved, RMB0.400 per share (2008: RMB0.170) Six months ended 30 June
2009
2008
RMB’000
RMB’000
1,967,360
836,128

Pursuant to the annual general meeting held on 26 June, 2009, a final dividend in respect of the year ended 31 December, 2008 was approved.

– 132 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

12. EARNINGS PER SHARE AND PER ADS

The calculation of the earnings per share attributable to equity holders of the Company for the six months ended 30 June, 2009 and 30 June, 2008 is based on the profit for the period of RMB2,025,690,000 and RMB3,912,641,000 and on 4,918,400,000 shares in issue during both periods.

The earnings per ADS have been calculated based on the profit for the relevant periods and on one ADS, being equivalent to 10 H shares.

13. RESTRICTED CASH

At the balance sheet date, the short-term restricted cash represents the bank deposits pledged to certain banks to secure banking facilities granted to the Group. The long-term amount represents the bank deposits placed as guarantee for the future payments of rehabilitation cost of Southland as required by the Australian government. The long-term restricted cash carries interest at 3% per annum.

14. BILLS AND ACCOUNTS RECEIVABLE

Bills receivable
Accounts receivable
Total bills and accounts receivable
Less: Impairment loss
Bills and accounts receivable, net
At 30
June
2009
RMB’000
1,827,961
393,505
At 31
December
2008
RMB’000
2,571,064
435,711
2,221,466
(18,630)
3,006,775
(29,509)
2,202,836 2,977,266

Bills receivable represent unconditional orders in writing issued by or negotiated with customers of the Group for completed sale orders which entitle the Group to collect a sum of money from banks or other parties.

According to the credit rating of different customers, the Group allows a range of credit periods to its trade customers not exceeding 180 days.

The following is an aged analysis of bills and accounts receivable at the balance sheet date:

1-90 days
91-180 days
At 30
June
2009
RMB’000
1,401,040
801,796
2,202,836
At 31
December
2008
RMB’000
1,759,526
1,217,740
2,977,266

– 133 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

15. PREPAYMENTS AND OTHER RECEIVABLES

Advances to suppliers
Prepaid freight charges and related handling charges
Deposit for environment protection
Prepaid relocation costs of inhabitants
Others
At 30
June
2009
RMB’000
224,325
2,910
140,000
1,151,895
175,334
1,694,464
At 31
December
2008
RMB’000
94,796
7,958
200,000
1,151,895
112,561
1,567,210

16. PREPAYMENT FOR RESOURCES COMPENSATION FEES

In accordance with the relevant regulations, the Shanxi Group is required to pay resources compensation fees to the Heshun Municipal Coal Industry Bureau at a rate of RMB2.70 per tonne of raw coal mined. During the year 2006, Shanxi Group was requested by the relevant government to prepay the fees based on production volume of 10 million tonnes. At the balance sheet date, the amount represented the prepayment for resources compensation fees not yet utilized. The current portion represents the amount to be utilized in the coming year which is estimated based on expected production volume.

17. PROVISION FOR LAND SUBSIDENCE, RESTORATION, REHABILITATION AND ENVIRONMENTAL COSTS

At beginning of period
Additional provision in the period
Utilization of provision
At end of period
At 30
June 2009
RMB’000
450,979
805,094
(288,708)
967,365

The provision for land subsidence, restoration, rehabilitation and environmental costs has been determined by the directors 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.

– 134 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

18. MINING RIGHTS

COST
At 1 January, 2009
Exchange re-alignment
At 30 June, 2009
AMORTIZATION
At 1 January, 2009
Exchange re-alignment
Provision for the period
At 30 June, 2009
CARRYING VALUES
At 30 June, 2009
At 31 December, 2008
RMB’000
1,133,680
15,223
1,148,903
93,973
1,558
21,870
117,401
1,031,502
1,039,707

The Company and the Parent Company have entered into a mining rights agreement pursuant to which the Company has agreed to pay the Parent Company, effective from 25 September, 1997, an annual fee of RMB12,980,000 as compensation for the Parent Company’s agreement to give up the mining rights associated with the Xinglongzhuang coal mine, Baodian coal mine, Nantun coal mine, Dongtan coal mine and Jining II. The annual fee is subject to change after a ten-year period. Up to the date of this interim report, compensation fee of RMB5 per tonne for raw coal mined amounting to RMB80,429,000 for the period has been preliminary agreed. The revised compensation is to be settled with the relevant governmental authority directly. The actual amount of compensation fee payable each year is still to be confirmed by the governmental authority.

– 135 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

19. PROPERTY, PLANT AND EQUIPMENT

COST
At 1 January, 2009
Exchange re-alignment
Acquisition of Hua Ju
Energy
Additions
Transfers
Disposals
At 30 June, 2009
Accumulated
depreciation
At 1 January, 2009
Exchange re-alignment
Provision for the
period
Eliminated on
disposals
At 30 June, 2009
CARRYING VALUES
At 30 June, 2009
At 31 December, 2008
Freehold land
in Australia
RMB’000
42,279
7,437



Buildings
RMB’000
3,005,627
1,543
290,362

5,546
(11,214)
Harbor works
and crafts
RMB’000
255,805




Railway
structures
RMB’000
868,967



1,477
Mining
structures
RMB’000
3,698,573




Plant,
machinery
and
equipment
RMB’000
10,492,130
134,576
434,929
11,184
268,967
(36,889)
Transportation
equipment
RMB’000
377,625
1,283
4,050
172
2,819
(1,707)
Construction
in progress
RMB’000
4,827,451
30,109
25,872
542,565
(278,809)
Total
RMB’000
23,568,457
174,948
755,213
553,921

(49,810)
49,716




3,291,864
1,318,920
505
124,177
(4)
1,443,598
255,805
66,930

5,867

72,797
870,444
385,292

9,670

394,962
3,698,573
1,800,077

41,414

1,841,491
11,304,897
5,607,220
35,948
628,333
(28,580)
6,242,921
384,242
240,572
650
23,742
(1,361)
263,603
5,147,188




25,002,729
9,419,011
37,103
833,203
(29,945)
10,259,372
49,716
42,279
1,848,266
1,686,707
183,008
188,875
475,482
483,675
1,857,082
1,898,496
5,061,976
4,884,910
120,639
137,053
5,147,188
4,827,451
14,743,357
14,149,446

20. INVESTMENTS IN SECURITIES

The investment in securities represents available-for-sale equity investments:

Investment in equity securities listed on the SSE
– Stated at fair value
Unlisted equity securities
At 30
June
2009
RMB’000
230,174
30,622
260,796
At 31
December
2008
RMB’000
139,447
440
139,887

The unlisted equity securities are stated at cost less impairment at each balance sheet date because the range of reasonable fair value estimates is so significant that the directors of the Company are of the opinion that their fair value cannot be measured reliably.

– 136 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

21. BILLS AND ACCOUNTS PAYABLE

The following is an aged analysis of bills and accounts payable at the balance sheet date:

1-90 days
91-180 days
181-365 days
1-2 years
At 30
June
2009
RMB’000
452,725
188,359
76,915
25,329
743,328
At 31
December
2008
RMB’000
469,740
177,404
132,576
130,407
910,127

22. DEFERRED TAXATION

Balance at 1 January, 2008
Exchange re-alignment
Charge to reserve
(Charge) credit to income for
the year
Balance at 31 December, 2008
and 1 January, 2009
Acquisition of Hua Ju Energy
Exchange re-alignment
Charge to reserve
(Charge) credit to income for
the period (note 10)
Balance at 30 June, 2009
Available–
for-sale
investment
RMB’000
(86,726)

67,409
Accelerated
Tax
depreciation
RMB’000
(200,154)


(39,192)
Fair value
adjustment
on mining
rights
RMB’000
(39,474)


1,513
Temporary
differences
on expenses
recognized
RMB’000



225,125
Tax losses
RMB’000
31,175
(8,347)

44,086
Cash flow
hedge
reserve
RMB’000


8,831
Total
RMB’000
(295,179)
(8,347)
76,240
231,532
(19,317)


(22,682)
(239,346)

(6,904)

9,044
(37,961)



757
225,125
2,017


188,076
66,914

11,790

8,831


(28,883)
4,246
2,017
4,886
(51,565)
197,877
(41,999) (237,206) (37,204) 415,218 78,704 (20,052) 157,461

The analysis of deferred tax balances in the financial statements is as follows:

Deferred tax assets
Deferred tax liabilities
At 30
June
2009
RMB’000
199,962
(42,501)
157,461
At 31
December
2008
RMB’000
46,023
(41,777)
4,246

There was no material unprovided deferred tax for the period or at the balance sheet date.

– 137 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

23. SHAREHOLDERS’ EQUITY

Share capital

The Company’s share capital structure at the balance sheet date is as follows:

Number of shares
At 31 December, 2008 and 30
June, 2009
Registered, issued and fully
paid (RMB’000)
At 31 December, 2008 and 30
June, 2009
Domestic invested shares
State legal
person
Shares (held
by the Parent
Company)
A shares
2,600,000,000
360,000,000
2,600,000
360,000
Foreign invested shares
H shares
(including H
share
represented
by ADS)
Total
1,958,400,000
4,918,400,000
1,958,400
4,918,400
Foreign invested shares
H shares
(including H
share
represented
by ADS)
Total
1,958,400,000
4,918,400,000
1,958,400
4,918,400
4,918,400

Each share has a par value of RMB1.

There is no movement in share capital during the period.

Reserves

Future Development Fund

Pursuant to regulation in the PRC, the Company and Shanxi Tianchi are required to transfer an annual amount to future development specific fund at RMB6 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.

Shanxi Tianchi is required to transfer an additional amount at RMB15 per tonne of raw coal mined from 2008 onwards as coal mine transformation fund and mine arrears environmental restoration fund.

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 available for distribution 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 Group has a commitment to incur RMB8 for each tonne of raw coal mined from 1 May, 2004 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 recognized only when acquiring the fixed assets or incurring other work safety expenditures. The Company and Shanxi Tianchi make appropriation to the future development fund in respect of unutilized Work Safety Cost from 2008 onwards.

– 138 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In accordance with the regulations of the State Administration of Work Safety, as one of the subsidiaries of the Group, Hua Ju Energy has a commitment to incur Work Safety Cost at the rate of: 4% of the sales income for the year below RMB10 million; 2% of the actual sales income for the year between 10 million and 100 million (included); 0.5% of the actual sales income for the year between RMB10,000 and RMB100,000(included); 0.2% of the actual sales income for the year above RMB1 billion.

The unutilized Work Safety Cost at 30 June, 2009 was RMB279,798,000.

Statutory Common Reserves Fund

The Company and its subsidiaries in the PRC has 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 in 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.

The Company can also create a discretionary reserve in accordance with its Articles of Association or pursuant to resolutions which may be adopted at a meeting of shareholders.

The Company’s distributable reserve as at 30 June, 2009 is the retained earnings computed under PRC GAAP which amounted to approximately RMB13,108,434,000 (as at 31 December, 2008: RMB13,250,081,000, as restated with the adoption of new accounting standards under PRC GAAP).

24. ACQUISATION OF HUA JU ENERGY

On 24 October, 2008, the Company entered into an acquisition agreement with the Parent Company and conditionally agreed to acquire 74% equity interest in Hua Ju Energy. On 18 February, 2009, the acquisition was completed and the consideration of RMB593,243,000 was fully paid to the Parent Company to acquire 74% equity interest of Hua Ju Energy. The net assets acquired were included in the methanol, electricity and heat supply segment.

This acquisition has been accounted for using the purchase method.

– 139 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The net assets of Hua Ju Energy acquired in 2009, and the goodwill arising, are as follows:

Bank balances and cash
Bills and accounts receivable
Inventories
Prepayment and other receivables
Other current assets
Property, plant and equipment
Prepaid lease payment
Available-for-sale financial assets
Deferred tax liability
Accounts payable
Customer’s deposit and other payables
Other current liabilities
Total net assets acquired
Minority interests
Goodwill arising on acquisition
Total consideration satisfied by:
Cash consideration paid on acquisition
Net cash outflow arising on acquisition:
Cash paid on acquisition
Bank balances and cash acquired
Fair Value
RMB‘000
4,567
2,129
3,611
79,563
25,246
755,213
74,652
30,182
2,017
(64,760)
(263,297)
(120,000)
529,123
(137,572)
201,692
593,243
593,243
(593,243)
4,567
(588,676)

There is no significant difference between the carrying value and the fair value of net assets of Hua Ju Energy.

Goodwill arising from acquisition of Hua Ju Energy is mainly because this acquisition can establish an electricity management platform for the Group and is beneficial to the future development of coal resources of the Group. It also ensures stable supply of electricity to the Group, reduce operating costs, and enhance profitability and operating results. It further ensures environmental disposal of waste products such as coal gangue produced from the Group’s mining operations.

During the period from the acquisition date/the beginning period date to 30 June, 2009, this transaction does not have any material impact on the revenue and operating results of the Group.

25. RELATED PARTY TRANSACTIONS

The amounts due to Parent Company and its subsidiary companies are non-interest bearing and unsecured.

The amounts due to the Parent Company and its subsidiary companies as at 30 June, 2009 included the present value of outstanding balance that arose from the funding of the acquisition of the mining rights of Jining III as of 1 January, 2001 discounted using the market rate of bank borrowings.

– 140 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The consideration for the cost of the mining rights of approximately RMB132.479million is to be settled over ten years by equal annual installments before 31 December of each year, commencing from 2001.

Amounts due to Parent Company and its subsidiary companies:
Within one year
More than one year, but not exceeding two years
Total
Less: amount due within one year
Amount due after one year
At 30
June
2009
RMB’000
683,169
3,626
At 31
December
2008
RMB’000
706,328
7,253
686,795
(683,169)
713,581
(706,328)
3,626 7,253

Except for the outstanding consideration as described above, the amounts due to Parent Company and its subsidiary companies have no specific terms of repayment but is expected to be repaid within one year.

During the periods, the Group had the following significant transactions with the Parent Company and its subsidiary companies:

Income
Sales of coal
Sales of electricity and heat
Sales of auxiliary materials
Expenditure
Utilities and facilities
Purchases of supply materials and equipment
Repairs and maintenance services
Social welfare and support services
Technical support and training
Road transportation services
Construction services
Six months ended 30 June
2009
2008
RMB’000
RMB’000
614,964
586,853
102,612

151,379
202,609
9,948
184,054
219,884
204,828
70,937
101,361
202,625
103,350
13,000
10,000
36,185
43,876
78,014
37,524
Six months ended 30 June
2009
2008
RMB’000
RMB’000
614,964
586,853
102,612

151,379
202,609
9,948
184,054
219,884
204,828
70,937
101,361
202,625
103,350
13,000
10,000
36,185
43,876
78,014
37,524
184,054
204,828
101,361
103,350
10,000
43,876
37,524

Certain expenditures for social welfare and support services (excluding medical and child care expenses) of RMB134,300,000 and RMB82,950,000 for each of the six months ended 30 June, 2009 and 2008 respectively, and for technical support and training of RMB13,000,000and RMB10,000,000 for each of the six months ended 30 June, 2009 and 2008 respectively, have been charged by the Parent Company at a negotiated amount per annum, subject to changes every year.

During the period, the Company acquired Hua Ju Energy from the Parent Company. Details of this acquisition are set out in note 24.

In addition to the above, the Company participates in a retirement benefit scheme of the Parent Company in respect of retirement benefits (note 27) .

– 141 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Transactions/balances 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 larger 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 and other related parties disclosed above, the Group also conducts business with other state-controlled 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:

Trade sales
Trade purchases
Six months ended 30 June
2009
2008
RMB’000
RMB’000
2,308,403
4,229,998
113,456
386,649
Six months ended 30 June
2009
2008
RMB’000
RMB’000
2,308,403
4,229,998
113,456
386,649
386,649

Material balances with other state-controlled entities are as follows:

Amounts due from other state-controlled entities
Amounts due to other state-controlled entities
At 30
June
2009
RMB’000
79,318
157,575
At 31
December
2008
RMB’000
364,420
294,888

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 are of the opinion that separate disclosure would not be meaningful.

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.

Compensation of key management personnel

The remuneration of directors and other members of key management were as follows:

Directors’ fee
Salaries, allowance and other benefit in kind
Retirement benefit scheme contributions
Six months ended 30 June
2009
2008
RMB’000
RMB’000
217
417
2,175
1,281
385
208
2,777
1,906
Six months ended 30 June
2009
2008
RMB’000
RMB’000
217
417
2,175
1,281
385
208
2,777
1,906
1,906

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

– 142 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

26. COMMITMENTS

At 30 At 31
June December
2009 2008
RMB’000 RMB’000
Capital expenditure contracted for but not provided in the financial
statements in respect of acquisition of property, plant and equipment 170,727 142,399

Pursuant to the regulations issued by the Shandong Province Finance Bureau, the Group has to pay a deposit to the relevant government authority, which secured for the environmental protection work done by the Company. As at 30 June, 2009, the Company is committed to further make security deposit of RMB797,000,000.

27. RETIREMENT BENEFITS

Qualifying employees of the Company are entitled to pension, medical and other welfare benefits. The Company participates in a scheme of the Parent Company and pays a monthly contribution to the Parent Company in respect of retirement benefits at an agreed contribution rate based on the monthly basic salaries and wages of the qualified employees. The Parent Company is responsible for the payment of all retirement benefits to the retired employees of the Company.

Pursuant to the Provision of Insurance Fund Administrative Services Agreement entered into by the Company and the Parent Company on 7 November, 2008, the monthly contribution rate is set at 20% (45% for the period ended 30 June, 2008) of the total monthly basic salaries and wages of the Company’s employees for the period from 1 January, 2009 to 31 December, 2011. Retirement pension and other welfare benefits will be provided by the Parent Company on the actual cost basis, which will be reimbursed by the Company after actual payment made by the Parent Company (included in 45% contribution rate in pension scheme for the period ended 30 June, 2008).

The Company’s subsidiaries are participants in a state-managed retirement scheme pursuant to which the subsidiaries pay a fixed percentage of the qualifying staff’s wages as a contribution to the scheme. The subsidiaries’ financial obligations under this scheme are limited to the payment of the employees’ contribution. During the period, contributions paid and payable by the subsidiaries pursuant to this arrangement were insignificant to the Group.

At the balance sheet date, there were no forfeited contributions which arose upon employees leaving the above schemes available to reduce the contribution payable in the future years.

28. HOUSING SCHEME

The Parent Company is responsible for providing accommodation to its employees and the employees of the Company. The Company and the Parent Company share the incidental expenses relating to the accommodation at a negotiated amount for each of the six months ended 30 June, 2009 and 2008. Such expenses, amounting to RMB82,500,000 and RMB43,100,000 for each of the six months ended 30 June, 2009 and 2008, have been included as part of the social welfare and support services expenses summarized in note 25.

The Company currently makes a fixed monthly contribution for each of its qualifying employees to a housing fund which is equally matched by a contribution from the employees. The contributions are paid to the Parent Company which utilizes the funds, along with the proceeds from the sales of accommodation and, if the need arises, from loans arranged by the Parent Company, to construct new accommodation.

29. POST BALANCE SHEET EVENT

On 13 August 2009, the Company signed a binding Scheme Implementation Agreement with Felix Resources Limited (Felix), a corporation incorporated in Australia with shares listed on the Australian Securities Exchange, to acquire all the shares of Felix in cash of approximately AUD3,333 million (equivalent to approximately RMB18.951billion). The principal activities of Felix are exploring and extracting coal resources, operating, identifying, acquiring and developing resource related projects that primarily focus on coal in Australia.

– 143 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The implementation of the transaction is conditional upon the satisfaction or waiver of the conditions specified in the Scheme Implementation Agreement, which include but are not limited to obtaining the approvals of the shareholders, the Federal Court of Australia and PRC relevant regulatory authorities in respect of the transaction. As at the date of issue of this financial report, the transaction has not yet been completed.

– 144 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

1. FINANCIAL SUMMARY

The following is a summary of the results of Felix Group for each of the years ended 30 June 2007, 2008 and 2009, and the balance sheets of Felix Group as at 30 June 2007, 2008 and 2009.

The balance sheets and results of Felix Group as at and for each of the years ended 30 June 2007, 2008 and 2009 were extracted from the annual reports of Felix for the respective years. The balance sheet of Felix Group as at 30 June 2008 has been restated in the comparative information presented in its financial statements for the year ended 30 June 2009 as a result of a reclassification of deferred tax assets and deferred tax liabilities amounting to A$7,929,000.

There was no qualified or modified opinion in the auditor’s report on the consolidated financial statements of Felix for each of the years ended 30 June 2007, 2008 and 2009.

Consolidated results

Revenue
Profit before income tax
Income tax expense
Profit attributable to:
Equity holders of Felix
Minority interests
Year ended 30 June
2007
2008
2009
A$’000
A$’000
A$’000
241,469
451,870
755,548
49,758
254,279
368,840
2,599
65,819
101,222
46,957
188,261
267,428
202
199
190

– 145 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Consolidated balance sheets

ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Other assets
Total current assets
Non-current assets
Trade and other receivables
Investments accounted for using the equity
method
Derivative financial instruments
Property, plant and equipment
Deferred tax assets
Intangible assets
Exploration and evaluation assets
Total non-current assets
Total assets
As at 30 June
2007
2008
A$’000
A$’000
17,460
237,093
36,440
72,779
22,861
31,812
1,150
3,546
38,490
47,614
As at 30 June
2007
2008
A$’000
A$’000
17,460
237,093
36,440
72,779
22,861
31,812
1,150
3,546
38,490
47,614
2009
A$’000
338,626
61,162
45,071

51,640
116,401
------------
7,084
204
131
195,883
72,302
231,152
13,797
392,844
------------
10,435
187
70
197,864
27,597
194,519
17,908
496,499
------------
11,669
208

270,244
13,953
189,263
25,694
520,553
------------
-----------------------
636,954
------------
448,580
------------
-----------------------
841,424
------------
511,031
------------
-----------------------
1,007,530
------------

– 146 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

LIABILITIES AND SHAREHOLDERS’
EQUITY
Current liabilities
Trade and other payables
Interest bearing liabilities
Derivative financial instruments
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Trade and other payables
Interest bearing liabilities
Derivative financial instruments
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Capital and reserves
Contributed equity
Reserves
(Accumulated losses)/retained profits
Parent entity interest
Minority interests
Total equity
As at 30 June
2007
2008
A$’000
A$’000
36,708
55,759
17,432
20,856

16,416
162
19,134
1,121
608
As at 30 June
2007
2008
A$’000
A$’000
36,708
55,759
17,432
20,856

16,416
162
19,134
1,121
608
2009
A$’000
65,994
19,921
4,504
83,852
566
55,423
------------
4,417
82,905

86,529
5,481
112,773
------------
4,372
70,367
21,804
77,454
7,163
174,837
------------
5,419
31,506

76,688
7,042
179,332
------------
-----------------------
234,755
------------
-----------------------
402,199
181,160
------------
-----------------------
293,933
------------
-----------------------
547,491
120,655
------------
-----------------------
295,492
------------
-----------------------
712,038
444,378
6,681
(52,189)
398,870
3,329
444,833
(19,280)
118,410
543,963
3,528
445,370
16,172
246,778
708,320
3,718
402,199 547,491 712,038

– 147 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

2. AUDITED FINANCIAL STATEMENTS

The following is an extract of the audited financial statements of Felix Group for the year ended 30 June 2009, which are prepared in accordance with the Australian Accounting Standards which complies with the International Financial Reporting Standards, as extracted from the annual report of Felix for the year ended 30 June 2009.

Income statements

For the year ended 30 June 2009

Notes
Revenue
4
Other income
5
Changes in coal inventory
Raw materials and consumables
used
Employee benefits expense
Depreciation and amortisation
expense
6
Transportation expense
Contractual services and plant
hire expense
Government royalties expense
Changes in overburden in
advance
All other operating expenses
Finance costs
6
Share of net profits/(losses) of
associates accounted for using
the equity method
Profit/(loss) before income tax
Income tax (expense)/revenue
8
Profit for the year from
continuing operations
Consolidated
2009
2008
$’000
$’000
755,548
451,870
18,269
124,331
10,654
8,372
(83,533)
(67,031)
(67,568)
(45,366)
(31,374)
(28,639)
(64,171)
(63,289)
(104,376)
(88,966)
(56,646)
(25,277)
5,074
7,521
(8,755)
(10,709)
(4,303)
(8,521)
21
(17)
Consolidated
2009
2008
$’000
$’000
755,548
451,870
18,269
124,331
10,654
8,372
(83,533)
(67,031)
(67,568)
(45,366)
(31,374)
(28,639)
(64,171)
(63,289)
(104,376)
(88,966)
(56,646)
(25,277)
5,074
7,521
(8,755)
(10,709)
(4,303)
(8,521)
21
(17)
The Company
2009
2008
$’000
$’000
275,078
5,579

250


(141)
(53)
(9,037)
(5,156)
(375)
(369)


(3,560)
(3,027)




(2,328)
(648)
(945)
(1,157)


258,692
(4,581)
845
42,247
259,537
37,666
The Company
2009
2008
$’000
$’000
275,078
5,579

250


(141)
(53)
(9,037)
(5,156)
(375)
(369)


(3,560)
(3,027)




(2,328)
(648)
(945)
(1,157)


258,692
(4,581)
845
42,247
259,537
37,666
368,840
(101,222)
254,279
(65,819)
258,692
845
(4,581
42,247
267,618 188,460 259,537

– 148 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Profit is attributable to:
Members of Felix Resources
Limited
29(b)
Minority interest
Basic earnings per share
40
Diluted earnings per share
40
Dividends paid per share
31
Consolidated
2009
2008
$’000
$’000
267,428
188,261
190
199
267,618
188,460
Cents
Cents
136.18
95.92
136.01
95.85
73.00
9.00
The Company
2009
2008
$’000
$’000
259,537
37,666


259,537
37,666
The Company
2009
2008
$’000
$’000
259,537
37,666


259,537
37,666
37,666

These financial statements should be read in conjunction with the accompanying notes.

– 149 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Balance sheets

As at 30 June 2009

Notes
ASSETS
Current assets
Cash and cash equivalents
9
Trade and other receivables
10
Inventories
12
Derivative financial instruments
11
Other assets
13
Total current assets
Non-current assets
Trade and other receivables
14
Investments accounted for using
the equity method
15
Derivative financial instruments
11
Other financial assets
16
Property, plant and equipment
17
Deferred tax assets
19
Intangible assets
20
Exploration and evaluation
assets
18
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
21
Interest bearing liabilities
22
Derivative financial instruments
11
Current tax liabilities
Provisions
23
Total current liabilities
Consolidated
2009
2008
$’000
$’000
338,626
237,093
61,162
72,779
45,071
31,812

3,546
51,640
47,614
Consolidated
2009
2008
$’000
$’000
338,626
237,093
61,162
72,779
45,071
31,812

3,546
51,640
47,614
The Company
2009
2008
$’000
$’000
251,430
109,476
194,310
83,452




62
31
The Company
2009
2008
$’000
$’000
251,430
109,476
194,310
83,452




62
31
496,499
11,669
208


270,244
13,953
189,263
25,694
511,031
1,007,530
65,994
19,921
4,504
83,852
566
174,837
392,844
10,435
187
70

197,864
27,597
194,519
17,908
448,580
841,424
55,759
20,856
16,416
19,134
608
112,773
445,802
24,225


241,393
1,766
799
236

268,419
714,221
132,840
8,642

83,856

225,338
192,959
20,748


241,393
752
5,535
301
268,729
461,688
58,197
3,509

18,935
80,641

– 150 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Non-current liabilities
Trade and other payables
24
Interest bearing liabilities
25
Derivative financial instruments
11
Deferred tax liabilities
26
Provisions
27
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
28
Reserves
29(a)
Retained profits/Accumulated
losses)
29(b)
Parent entity interest
Minority interest
30
Total equity
Consolidated
2009
2008
$’000
$’000
5,419
4,372
31,506
70,367

21,804
76,688
77,454
7,042
7,163
120,655
181,160
295,492
293,933
712,038
547,491
Consolidated
2009
2008
$’000
$’000
5,419
4,372
31,506
70,367

21,804
76,688
77,454
7,042
7,163
120,655
181,160
295,492
293,933
712,038
547,491
The Company
2009
2008
$’000
$’000
2,148
2,679

8,642


131
323


2,279
11,644
227,617
92,285
486,604
369,403
445,370
444,833
707
4,520
40,527
(79,950)
486,604
369,403


486,604
369,403
The Company
2009
2008
$’000
$’000
2,148
2,679

8,642


131
323


2,279
11,644
227,617
92,285
486,604
369,403
445,370
444,833
707
4,520
40,527
(79,950)
486,604
369,403


486,604
369,403
445,370
16,172
246,778
708,320
3,718
444,833
(19,280)
118,410
543,963
3,528
445,370
707
40,527
486,604
444,833
4,520
(79,950
369,403
712,038 547,491 486,604

These financial statements should be read in conjunction with the accompanying notes.

– 151 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Statements of changes in equity

For the year ended 30 June 2009

Notes
Total equity at the beginning
of the financial year
Cash flow hedges:
Losses taken to equity
29
Transferred to profit
29
Deferred and current tax
29
Net income, expenses and
transfers recognised directly
in equity
Profit for the year
Total recognised income and
expense for the year
Share-based payment expense
29
Transactions with equity holders
in their capacity as equity
holders:
Options exercised during the
year
28
Dividends paid during the
year
31
Total equity at the end of the
financial year
Total recognised income and
expense for the year is
attributable to:
Members of Felix Resources
Limited
Minority interest
Consolidated
2009
2008
$’000
$’000
547,491
402,199
Consolidated
2009
2008
$’000
$’000
547,491
402,199
The Company
2009
2008
$’000
$’000
369,403
350,530

(1,065)

(967)

610

(1,422)
259,537
37,666
259,537
36,244
1,009
135

156
(143,345)
(17,662)
(142,336)
(17,371)
486,604
369,403
259,537
36,244


259,537
36,244
The Company
2009
2008
$’000
$’000
369,403
350,530

(1,065)

(967)

610

(1,422)
259,537
37,666
259,537
36,244
1,009
135

156
(143,345)
(17,662)
(142,336)
(17,371)
486,604
369,403
259,537
36,244


259,537
36,244
(19,868)
75,960
(16,827)
39,265
267,618
(12,370)
(24,482)
11,055
(25,797)
188,460




259,537
(1,065
(967
610
(1,422
37,666
306,883 162,663 259,537
1,009

(143,345)
135
156
(17,662)
1,009

(143,345)
135
156
(17,662
(142,336)
712,038
(17,371)
547,491
(142,336)
486,604
306,693
190
162,464
199
259,537
36,244
306,883 162,663 259,537

These financial statements should be read in conjunction with the accompanying notes.

– 152 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Cash flow statements

For the year ended 30 June 2009

Notes
Cash flows from operating
activities
Receipts from customers
Payments to suppliers and
employees
Cash (paid)/received on forward
foreign exchange contracts
Cash received on coal swap
contracts
Interest received
Interest paid
Income taxes paid
Net cash inflow/(outflow) from
operating activities
39
Cash flows from investing
activities
Payments for property, plant and
equipment
Payments for intangible assets
Proceeds from sale of property,
plant and equipment
Proceeds from sale of 20% of
Moolarben Joint Venture
42
Payments for exploration and
evaluation activities
18
Advances (to)/from other
entities
Advances from controlled
entities
Advances to associated entities
Advances to directors
Repayment of advances to a
former director
Payment of deferred Minerva
purchase consideration
Dividends received
Net cash (outflow)/inflow from
investing activities
Consolidated
2009
2008
$’000
$’000
885,433
381,460
(408,176)
(307,675)
(111,308)
23,515
60,440

16,678
5,385
(4,083)
(8,318)
(40,453)
(163)
Consolidated
2009
2008
$’000
$’000
885,433
381,460
(408,176)
(307,675)
(111,308)
23,515
60,440

16,678
5,385
(4,083)
(8,318)
(40,453)
(163)
The Company
2009
2008
$’000
$’000
2,976
1,821
(7,911)
(8,349)




7,638
3,330
(725)
(953)
(40,062)

(38,084)
(4,151)
(1,222)
(578)
(103)
(157)
2







63,475
125,095






(500)

265,240

326,892
124,360
The Company
2009
2008
$’000
$’000
2,976
1,821
(7,911)
(8,349)




7,638
3,330
(725)
(953)
(40,062)

(38,084)
(4,151)
(1,222)
(578)
(103)
(157)
2







63,475
125,095






(500)

265,240

326,892
124,360
398,531
(87,371)
(441)
19,684

(8,073)
(6,083)

(2,205)
(1,802)
1,705
(500)

(85,086)
94,204
(15,045)
(157)
212
177,863
(5,932)
4,703

(2,791)




158,853
(38,084)
(1,222)
(103)
2



63,475



(500)
265,240
326,892
(4,151
(578
(157




125,095




124,360

– 153 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Cash flows from financing
activities
Proceeds from issues of shares
and other equity securities
Repayment of borrowings
Payment of finance lease
liabilities
Dividends paid
31
Net cash outflows from
financing activities
Net increase in cash and cash
equivalents
Cash and cash equivalents at the
beginning of the financial
year
Cash and cash equivalents at
the end of the financial year
9
Consolidated
2009
2008
$’000
$’000

156
(59,000)
(8,000)
(9,567)
(7,918)
(143,345)
(17,662)
(211,912)
(33,424)
101,533
219,633
237,093
17,460
338,626
237,093
The Company
2009
2008
$’000
$’000

156
(3,500)
(3,500)
(9)
(5)
(143,345)
(17,662)
(146,854)
(21,011)
141,954
99,198
109,476
10,278
251,430
109,476

These financial statements should be read in conjunction with the accompanying notes.

– 154 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Notes to the financial statements

30 June 2009

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial report covers the consolidated entity of Felix Resources Limited (“Felix”) and its controlled entities and Felix as an individual parent entity. Felix is a listed public company limited by shares, incorporated and domiciled in Australia. This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. It is prepared on the basis of historical costs, except for derivative financial instruments and available-for-sale financial assets that have been measured at fair value. The financial report is presented in Australian dollars.

All values in the financial report are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the company under ASIC Class Order 98/100. The Company is an entity to which the class order applies.

The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

No new Australian Accounting Standards that have been issued but are not yet effective have been applied in the preparation of this financial report. Such standards are not expected to have a material impact on the consolidated entity’s financial report on initial application. The financial report was authorised for issue by the Board of Directors on 28 August 2009.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial report. The accounting policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Principles of consolidation

A controlled entity is any entity controlled by Felix. Control exists where Felix has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Felix to achieve the objectives of Felix. A list of controlled entities is contained in note 36 to the financial statements.

All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation.

Minority interests in the equity and results of entities that are controlled are shown as a separate item in the consolidated financial report. Losses applicable to the minority interest in a consolidated subsidiary are allocated against the majority except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. If in future years the subsidiary reports profits, such profits are allocated to the majority interest until the minority’s share of losses previously absorbed by the majority have been recovered.

Where an entity began or ceased to be controlled during the year the results for that entity are only included from the date control commenced or up to the date control ceased.

Associates are those entities over which the consolidated entity exercises significant influence, but not control. Investments in associates are accounted for in Felix’s financial statements using the cost method and in the consolidated financial statements using the equity method, after initially being recognised at cost. Under this method, the consolidated entity’s share of the post-acquisition profits or losses of associates is recognised in the consolidated income statement, and its share of post-acquisition movements in reserves is recognised in consolidated reserves. The cumulative post– acquisition movements are adjusted against the carrying amount of the investments.

– 155 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

When the consolidated entity’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

(b) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rate expected to apply when the assets are recovered or the liabilities settled, based on those tax rates which are enacted or substantively enacted in each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. An exception is also made in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, and deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Felix and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation regime. Felix is responsible for recognising the current tax assets and liabilities for the tax consolidated group. Each entity in the tax consolidated group recognises its own deferred tax assets and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case Felix recognises the assets. The group has entered into a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the profit before tax of the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each entity in the group can recognise their balance of the current tax assets and liabilities through inter-entity accounts.

(c) Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents includes:

  • (i) cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and

  • (ii) investments in short-term money market instruments with maturity periods of less than 3 months.

(d) Financial assets and financial liabilities

The consolidated entity classifies its financial assets and liabilities in to the categories listed below, with the allocation depending on the purpose the asset or liability was acquired.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Note 1(e) provides further information on loans and receivables.

– 156 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (ii) Financial assets at fair value through profit or loss

Financial assets at fair value through the profit or loss are financial assets held for trading. Derivatives are classified as held for trading unless they are designated as hedges. Other financial assets are classified as held or trading if acquired principally for the purpose of selling in the short-term. Note 1(x) provides further information on derivatives.

  • (iii) Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other financial asset categories. Note 1(j) provides further information on investments classified as available-for-sale.

  • (iv) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss comprises ‘out-of-the-money’ derivatives.

  • (v) Financial liabilities measured at amortised cost

Financial liabilities measured at amortised cost comprises trade and other payables, and interest bearing liabilities. Note 1(p) provides further information on interest bearing liabilities.

Details on financial risk management are disclosed in note 2.

(e) Loans and receivables

Trade receivables, loans and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

Debts which are known to be uncollectible are written-off by reducing the carrying amount directly. A provision for impairment is made when there is objective evidence that the full amount is not collectible. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the impairment provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

The amount of the impairment loss is recognised in the income statement. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written-off against the provision account.

(f) Advances to controlled entities

Advances by the Company to controlled entities (refer to note 14) are principally contributions toward exploration and evaluation expenditure, research and development expenditure and mine development. The value and recoverability of these amounts is related to the Company’s policies with regards to exploration and evaluation expenditure as described in note 1(m), and research and development expenditure as described in note 1(l). Should the underlying asset values be insufficient to recover the advances the amounts are reviewed for impairment.

(g) Inventories

Coal stocks are stated at the lower of cost and net realisable value. Costs are assigned on a weighted average basis and include direct materials, direct labour and an appropriate proportion of variable and fixed overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

– 157 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(h) Overburden in advance

Overburden in advance comprises the accumulation of expenses incurred to enable access to the coal seams, and includes direct removal costs, machinery and plant running costs.

(i) Property, plant and equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and accumulated impairment losses. The carrying amount of freehold land and buildings and plant and equipment is reviewed to ensure it is not in excess of the recoverable amount from these assets.

The depreciable amount of all fixed assets, including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line or declining balance basis to allocate their cost, net of their residual values, over their estimated useful lives to the consolidated entity commencing from the time the asset is held ready for use, as follows:

Buildings 10-25 years
Mine development 10-25 years
Plant and equipment 2.5-25 years
Leased plant and equipment 2.5-18 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

(j) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. After initial recognition, investments in shares in listed companies classified as available-for-sale are measured at fair value. Fair value for shares in listed companies is determined by reference to the Australian Securities Exchange quoted market bid prices at the close of business on the reporting date. Gains and losses on these available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

Investments in shares in unlisted companies, which do not have a quoted market price and whose fair value cannot be reliably measured, are classified as available-for-sale and are measured at cost. Gains and losses are recognised in the income statement when the investments are derecognised or impaired.

Investments in controlled entities are carried in the parent entity’s financial statements at the lower of cost and recoverable amount. Investments in associates are accounted for in the consolidated financial statements as set out in note 1(a).

(k) Interests in joint ventures

The consolidated entity’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated financial statements. Details of the consolidated entity’s interests are shown in note 38.

(l) Intangible assets

  • (i) Mining tenements

Mining tenements have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of mining tenements are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(o).

– 158 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Amortisation of mining tenements commences from the date when commercial production commences, or in the case of the acquisition of the Ashton Coal Project, from the date of acquisition, and is charged to the income statement. Mining tenements are amortised over the life of the mine using a straight-line basis (Yarrabee has 2.5 years life remaining for amortisation purposes), or on the basis of JORC reserves extracted as follows.

$/Tonne
Extracted
Minerva $0.24
Ashton $0.64

Changes in the annual amortisation rate resulting from changes in the remaining JORC reserves or life of mine are applied on a prospective basis from the commencement of the next financial year.

(ii) Computer software

Computer software has a finite useful life and is carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of computer software are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(o).

Amortisation of computer software is calculated using the straight-line or declining balance method to allocate the cost over the period of the expected benefit, which varies from 2.5 to 4 years.

(iii) Research and development

Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads (including depreciation on property, plant and equipment). Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Capitalised development costs have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying value of capitalised development costs are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note1(o).

Amortisation of capitalised development costs is calculated using the straight-line or declining balance method to allocate the costs over the period of the expected benefit.

(iv) Rail access rights

Rail access rights have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of rail access rights are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(o).

Rail access rights are amortised over the life of the mine or agreement using a unit of production basis in tonnes for the Minerva mine or on a straight-line basis. The remaining estimated economically recoverable reserves of the Minerva mine at 30 June 2009 are 26.2 million tonnes.

– 159 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(m) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each separately identifiable area of interest. These costs are only carried forward where the right of tenure for the area of interest is current and to the extent that they are expected to be recouped through successful development and commercial exploitation, or alternatively, sale of the area, or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

The carrying amount of exploration and evaluation assets is assessed for impairment when facts or circumstances suggest the carrying amount of the assets may exceed their recoverable amount. The recoverable amount is assessed on the basis described in note 1(o).

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Accumulated costs in relation to an abandoned area are written-off in full in the period in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

(n) Acquisition of assets

All assets acquired, including property, plant and equipment and intangibles other than goodwill are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of consideration provided plus incidental costs directly attributable to the acquisition.

When equity instruments are issued as consideration, their market price at the date of acquisition is used as their fair value, except where the notional price at which they could be placed in the market is a better indication of their fair value.

Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their present value, discounted at the rate applicable to the consolidated entity as if a similar borrowing were obtained from an independent financier under comparable terms and conditions. The unwinding of the discount is treated as a finance cost.

(o) Recoverable amount of assets and impairment

At each reporting date, the consolidated entity assesses whether there is any indication that an asset may be impaired. Where an indication of impairment exists, the consolidated entity makes a formal estimate of the recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. W here the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. The amount of the impairment loss is recognised in the income statement.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. W here it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(p) Interest bearing liabilities

Interest bearing liabilities are initially recorded at fair value, net of transaction costs. Subsequent to initial recognition, interest bearing liabilities are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in the income statement over the period of the interest bearing liabilities using the effective interest rate method.

All interest bearing liabilities are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.

– 160 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(q) Borrowing costs

Borrowing costs incurred during the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are recognised as an expense when incurred.

(r) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to ownership of the assets, but not the legal ownership, are transferred to the entities in the consolidated entity, are classified as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the lower of the fair value of the leased property plus transaction costs incurred or the present value of the minimum lease payments, including any guaranteed residual value. Leased assets are depreciated on a straight-line basis over their estimated useful lives where it is likely that the consolidated entity will obtain ownership of the assets or over the shorter of the asset’s useful life and the term of the lease. Lease payments are allocated between the reduction of the lease liability and lease finance charges for the year.

The net gains arising on the sale of an asset and the leasing back of the same asset using a finance lease, are included as deferred income in the balance sheet and are released to the income statement on a straight-line basis over the term of the lease.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the term of the lease.

(s) Employee benefits

  • (i) Annual leave, sick leave and long service leave

Benefits accruing to employees in respect of wages and salaries, annual leave and sick leave are included in trade and other payables. Related on-costs are also included in trade and other payables as other creditors. Long service leave is provided for when it is probable that settlement will be required and it is capable of being measured reliably.

Employee benefits expected to be settled within 12 months are measured using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date.

  • (ii) Retirement benefit obligations

Contributions are made by the consolidated entity to defined contribution superannuation funds and are charged as expenses when incurred.

(iii) Share-based payments

The consolidated entity provides benefits to Directors, other key management personnel and general managers of the consolidated entity in the form of share-based payment transactions, whereby Directors, other key management personnel and general managers render services in exchange for options to purchase shares in the Company. The cost of these share-based payment transactions is measured by reference to the fair value at the date at which they are granted. Fair values at grant date are determined using a trinomial or binomial option pricing model that takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected price volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

The assessed fair value at grant date is recognised as an expense in the income statement, together with a corresponding increase in equity, pro-rata over the expected life of the option from grant date to expected vesting date. Upon exercise of the options, the balance in the options reserve

– 161 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

is transferred to contributed equity. No expense is recognised for options that do not ultimately vest because internal conditions were not met. An expense is still recognised for options that do not ultimately vest because a market condition is not met. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

(t) Rehabilitation

A provision for rehabilitation is recognised when there is a present obligation to rehabilitate an area disturbed, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. An asset is created as part of the current and non-current development assets, to the extent that the development relates to future production activities, which is offset by a current and non-current provision for rehabilitation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(u) Revenue

Revenue from the sale of coal is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery, usually on a Free On Board, Trimmed (FOBT) basis.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive the dividend has been established.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customer.

(v) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

The net amount of GST recoverable from or payable to the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis. The GST components of cash flows arising from investing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(w) Foreign currency transactions and balances

Items included in the financial statements of each entity of the consolidated entity are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is Felix’s functional and presentation currency.

Foreign currency transactions during the period are translated into the functional currency at rates of exchange applicable at the dates of each transaction. Monetary assets and liabilities denominated in foreign currencies at balance date are converted at rates of exchange ruling at that date.

– 162 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities, whether realised or unrealised, are recognised in the income statement as they arise except where hedging specific anticipated transactions (see note 1(x)).

The monetary assets and liabilities of foreign controlled entities are translated at year-end rates. The non-monetary assets and liabilities are translated at rates at the transaction date or at the date these items are revalued or written down. Generally operating results are translated at average monthly rates. All resulting exchange differences are recognised as a separate component of equity. On disposal of a foreign controlled entity, the cumulative amount of such exchange differences are recognised in the income statement as part of the gain or loss on sale.

(x) Derivatives

The consolidated entity uses derivative financial instruments such as forward foreign exchange contracts, coal swap contracts, and interest rate swap contracts to hedge its risks associated with foreign currency, coal price, and interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value at each reporting date. The resulting gain or loss arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, is recognised in the income statement immediately.

The fair value of forward foreign exchange contracts is determined using forward foreign exchange market rates at reporting date. The fair value of coal swap contracts is determined using forward coal price market rates at reporting date. The market rates are provided by the counterparty to the derivative.

The fair value of interest rate swap contracts is calculated as the present value of the estimated future cash flows. The forward foreign exchange contracts, coal swap contracts, and interest rate swap contracts entered into by the consolidated entity are designated and qualify as cash flow hedges.

The consolidated entity documents at the inception of the hedging transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The consolidated entity also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

The gains or losses in respect of hedge transactions which relate to future purchases or sales are deferred and included in the measurement of the purchase or sale to which they relate when the anticipated transaction occurs. Any gains or losses on the hedge transaction after that date are included in the income statement.

The net amount receivable or payable as a result of a hedge transaction is included as an asset or liability in the balance sheet from the date of inception of the hedge. The corresponding unrealised gain or loss is recognised in equity in the hedging reserve. Changes in the fair value of the forward foreign exchange contracts, coal swap contracts, or interest rate swap contracts are recognised through the hedging reserve until the anticipated underlying transaction occurs. Once the anticipated underlying transaction occurs, amounts accumulated in equity are recycled through the income statement or recognised as part of the cost of the asset to which it relates.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in equity is kept in equity and is recognised when the forecast transaction is ultimately recognised. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement for the year.

– 163 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(y) Issued capital

Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.

(z) Critical accounting estimates and other accounting judgements

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in this financial report.

Following is a summary of the key assumptions concerning the future, and other key sources of estimation at reporting date that have not been disclosed elsewhere in this financial report.

(i) Impairment

The consolidated entity assesses impairment at each reporting date by evaluating conditions specific to the consolidated entity that may lead to an impairment. Where an indicator of impairment exists, the recoverable amount of the asset is determined. The value-in-use calculations performed to determine the recoverable amount of the cash generating units to which these assets belong has been based on actual operating results and a cash flow model based on life of mines. The pre-tax discount rate applied in the model is 10.0%. Coal prices used in the model have been determined based on an analysis of long-term market price trends and estimated future foreign currency rates. Note 11 provides further information on the consolidated entity’s exposure to foreign currency risk.

No impairment has been recognised in respect of mine development assets, mining tenements, rail access rights or exploration and evaluation assets where the related area of interest is being or has been developed, for the reporting period.

(ii) Amortisation

The amortisation of mine development assets, mining tenements, rail access rights, exploration and evaluation assets where the related area of interest is being or has been developed, and the expensing of overburden removal costs is based on saleable coal production over estimated economically recoverable reserves. The amount of reserves that may actually be mined in the future and the consolidated entity’s estimate of reserves from time to time in the future may vary from current reserve estimates.

(aa) Earnings per share

  • (i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the members of Felix by the weighted average number of ordinary shares outstanding during the financial year.

(ii) Diluted earnings per share

Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after-tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

– 164 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(ab) Comparative figures

When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

2 FINANCIAL RISK MANAGEMENT

The consolidated entity undertakes transactions in a range of financial instruments including:

  • (i) cash and cash equivalents;

  • (ii) trade & other receivables;

  • (iii) payables;

  • (iv) interest bearing liabilities, including bank loans and finance leases; and

  • (v) derivatives.

The consolidated entity’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

The Board of Directors has overall responsibility for determining risk management objectives and policies and risk management is carried out by a central treasury department. The Board provides written principles for overall risk management, as well as policies covering specific areas such as, investment of excess liquidity, and the use of derivative financial instruments to mitigate foreign exchange risk, price risk, and interest rate risk. These derivative instruments create an obligation or right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivatives are used exclusively for hedging purposes i.e. not as trading or other speculative instruments. Derivative transactions are entered into to hedge the risks relating to underlying physical positions arising from business activities.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible and reduce volatility on financial performance without unduly affecting competitiveness and flexibility. Further details regarding these policies are set out below.

(a) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates (currency risk), coal prices (price risk) or interest rates (interest rate risk).

(i) Foreign exchange risk

The consolidated entity operates entirely in Australia and its costs are primarily denominated in its functional currency, the Australian dollar. Export coal sales are denominated in US dollars. A strengthening of the Australian dollar against the US dollar has an adverse impact on earnings and cash flow. Some plant and equipment purchases are denominated in currencies other than the Australian dollar. A weakening of the Australian dollar against those other currencies has an adverse impact on earnings and cash flow.

Foreign exchange risk that arises from firm commitments or highly probable transactions are managed principally through the use of forward foreign currency derivatives. The consolidated entity hedges a proportion of these transactions (such as contracted US dollar sales and asset purchases settled in foreign currencies) in each currency in accordance with the Board’s risk management policy.

– 165 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The consolidated entity’s exposure to foreign exchange risk at the reporting date is set out below.

Trade receivables
Trade payables
Forward foreign
exchange contracts
– buy foreign currency
(cash flow hedges)
– sell foreign currency
(cash flow hedges)
Net exposure
30 June 2009
USD
EUR
$’000
€’000
29,298

(16)

33,517
14,271


62,799
14,271
YEN
¥’000


1,638,641

1,638,641
30 June 2008
USD
EUR
$’000
€’000
54,976

(1,155)


2,428
(62,766)

(8,945)
2,428
YEN
¥’000


268,073
268,073

The Company was not exposed to foreign exchange risk at the reporting date.

Consolidated entity sensitivity analysis

Based on the financial instruments held at 30 June 2009, and a year-end spot rate of $0.8114 (2008: $0.9626), had the Australian dollar weakened/strengthened by 5% against the US dollar with all other variables held constant, the consolidated entity’s post-tax profit for the year would have been $1,330,000 higher/$1,204,000 lower (2008: $2,104,000 higher/ $1,904,000 lower), mainly as a result of foreign exchange gains/losses on translation of US denominated financial instruments as detailed in the table above. Profit is less sensitive to movements in the Australian dollar/US dollar exchange rates in 2009 than 2008 because of the decreased amount of US dollar denominated receivables. Equity (Hedging reserve) would have been $1,234,000 higher/$1,117,000 lower (2008: $2,339,000 lower/$2,195,000 higher) had the Australian dollar weakened/strengthened by 5% against the US dollar, arising from forward foreign exchange contracts designated as cash flow hedges. Equity is less sensitive to movements in the Australian dollar/US dollar exchange rates in 2009 than 2008 because of the decreased amount of sell US dollar forward foreign exchange contracts and the increased amount of buy US dollar forward foreign exchange contracts.

Based on the financial instruments held at 30 June 2009, and a year-end spot rate of €0.5751 (2008: €0.6096), had the Australian dollar weakened/strengthened by 5% against the Euro with all other variables held constant, equity (Hedging reserve) would have been $741,000 higher/$671,000 lower (2008: $153,000 higher/$138,000 lower), arising mainly on forward foreign exchange contracts designated as cash flow hedges. Equity is more sensitive to movements in the Australian dollar/Euro exchange rates in 2009 than 2008 because of the increased amount of buy Euro forward foreign exchange contracts.

Based on the financial instruments held at 30 June 2009, and a year-end spot rate of ¥77.7600 (2008: ¥101.9300, had the Australian dollar weakened/strengthened by 5% against the Yen with all other variables held constant, equity (Hedging reserve) would have been $588,000 higher/$557,000 lower (2008: $118,000 higher/$107,000 lower). Equity is more sensitive to movements in the Australian dollar/Yen exchange rates in 2009 than 2008 because of the increased amount of buy Yen forward foreign exchange contracts. The Company sensitivity analysis

The Company’s post-tax profit for the year and equity is unaffected by foreign exchange

risk.

– 166 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(ii) Price risk

The consolidated entity is exposed to price risk on the coal it produces and sells on the world market in US dollars. The majority of coal sales are made to major customers with the prices negotiated annually. The remainder of coal sales are sold at the spot market price, or sold under long-term fixed prices.

Price risk that arises from firm commitments or highly probable transactions are managed principally through the use of forward coal price derivatives. The consolidated entity hedges a proportion of these transactions (such as contracted US dollar sales) in accordance with the Board’s risk management policy. These cash flow hedges balance the exposure to changes in the market price of coal by fixing the price. The Board’s policy assumes that at the time when coal sales contracts are entered into that the contracted price will approximate to the current price of the market index that the coal swap contracts are linked to. The Board’s policy requires that an offsetting coal swap contract is entered into at the same time that the coal sales contract price is agreed to. Currently, no additional coal price hedging is being entered into due to the low coal prices.

The consolidated entity’s exposure to price risk is detailed in note 11.

Consolidated entity sensitivity analysis

The consolidated entity’s post-tax profit for the year and equity is unaffected by coal price risk. Based on the financial instruments held at 30 June 2008, and the counterparties market valuation US$172.90 per tonne, had the coal price weakened/strengthened by 10% with all other variables held constant, the consolidated entity’s equity would have been $9,050,000 higher/$9,050,000 lower, arising from coal swap contracts designated as cash flow hedges. The consolidated entity’s post-tax profit would not have been affected had the coal price weakened/strengthened by 10%.

The Company sensitivity analysis

The Company’s post-tax profit for the year and equity is unaffected by coal price risk.

(iii) Cash flow and fair value interest rate risk

The consolidated entity and the Company are subject to interest rate risk that arises from borrowings. Borrowings issued at variable rates expose the consolidated entity and the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the consolidated entity and the Company to fair value interest rate risk if they are carried at fair value. The consolidated entity and the Company invest surplus cash in interest bearing deposits with banks and financial institutions. Investments at variable rates expose the consolidated entity and the Company to cash flow interest rate risk. Investments at fixed rates expose the consolidated entity and the Company to fair value interest rate risk if they are carried at fair value.

Interest rate risk that arises from borrowings is managed generally by borrowing at floating interest rates. The consolidated entity hedges a proportion of borrowings issued at variable interest rates through the use of floating-to-fixed interest rate swap contracts when required under borrowing agreements.

The consolidated entity and the Company’s fixed rate borrowings and receivables are carried at amortised cost. They are therefore not subject to fair value interest rate risk.

The consolidated entity’s exposure to cash flow interest rate risk from investments at the reporting date was $88,143,000 (2008: $65,039,000). The consolidated entity’s exposure to cash flow interest rate risk from borrowings at the reporting date was $2,305,000 (2008: $56,923,000).

– 167 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The effective interest rates of financial assets and financial liabilities of the consolidated entity at the reporting date are set out below.

2009

(i) Financial assets
Current
Cash and cash equivalents
Secured director loan – interest
bearing
(ii) Financial liabilities
Current
Bank loans
Lease liabilities
Non-current
Lease liabilities
Loan from other entity
Floating
balance
$’000
88,143

88,143
Weighted average effective
interest rate
Fixed
balance
Floating
Fixed
$’000
%
%
250,472
2.73
3.50
1,802
N/A
10.45
252,274
7,613
4.56
6.00
11,296
N/A
8.96
30,213
N/A
8.56

5.11
N/A
49,122
1,012


1,293
7,613
11,296
30,213
2,305

2008

(i) Financial assets
Current
Cash and cash equivalents
Secured director loan – interest
bearing
(ii) Financial liabilities
Current
Bank loans
Lease liabilities
Non-current
Bank loans
Lease liabilities
Floating
balance
$’000
63,334
1,705
65,039
Weighted average effective
interest rate
Fixed
balance
Floating
Fixed
$’000
%
%
173,751
6.67
8.15

11.75
N/A
173,751
2,077
9.36
6.00
8,337
N/A
10.23
8,625
9.39
6.00
15,261
N/A
8.09
34,300
10,442

46,481
2,077
8,337
8,625
15,261
56,923

– 168 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Sensitivity analysis

Set out in the tables below is a sensitivity analysis for the consolidated entity and the Company that shows what effect there would be on post-tax profit and equity if interest rates had changed by -/+ 100 basis points (100 basis points equals 1%) from the year-end rates with all other variables held constant. The carrying amounts disclosed below do not include items which have fixed interest rates.

Consolidated

30 June 2009
Carrying
amount
$’000
Financial assets
Cash and cash equivalents
88,143
Financial liabilities
Bank loans – current
1,012
Loan from other entity
1,293
Tax charge of 30%
Total increase/(decrease)
Consolidated
30 June 2008
Carrying
amount
$’000
Financial assets
Cash and cash equivalents
63,334
Secured director loan
1,705
Financial liabilities
Bank loans – current
10,442
Bank loans – non-current
46,481
Tax charge of 30%
Total increase/(decrease)
Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(881)

881

10

(10)

13

(13)

258

(258)

(600)

600

Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(633)

633

(17)

17

104

(104)

465

(465)

24

(24)

(57)

57
Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(881)

881

10

(10)

13

(13)

258

(258)

(600)

600

Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(633)

633

(17)

17

104

(104)

465

(465)

24

(24)

(57)

57

– 169 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The Company

30 June 2009
Carrying
amount
$’000
Financial assets
Cash and cash equivalents
61,393
Financial liabilities
Bank loans – current
1,012
Tax charge of 30%
Total increase/(decrease)
The Company
30 June 2008
Carrying
amount
$’000
Financial assets
Cash and cash equivalents
19,222
Financial liabilities
Bank loans – current
1,423
Tax charge of 30%
Total increase/(decrease)
Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(614)

614

10

(10)

181

(181)

(423)

423

Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(192)

192

14

(14)

53

(53)

(125)

125
Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(614)

614

10

(10)

181

(181)

(423)

423

Interest rate risk
-100 basis points
+100 basis points
Profit
Other
equity
Profit
Other
equity
$’000
$’000
$’000
$’000
(192)

192

14

(14)

53

(53)

(125)

125

(b) Credit risk

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.

Credit risk arises from cash and cash equivalents, forward foreign exchange contracts, coal swap contracts and interest rate swap contracts, as well as credit exposures to customers. In respect of credit risk on derivatives, refer to note 11(b). In respect to cash deposits, the consolidated entity only invests with accounts that have a Standard and Poor’s credit rating of A-1+. The Commonwealth Bank of Australia (CBA) is the major counterparty for derivatives and cash and cash equivalents. CBA has an overall Standard and Poor’s credit rating of AA.

Credit risk in trade receivables is managed in the following ways:

  • (i) payment terms are set for individual customers;

  • (ii) a risk assessment process is used for all customers; and

  • (iii) letters of credit are required for those customers assessed as posing a higher risk.

– 170 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The maximum exposure to credit risk on financial assets which have been recognised in the balance sheet is their carrying amount less impairment provision as set out below.

Cash and cash equivalents
Trade and other receivables
Derivative financial instruments
Consolidated
2009
2008
$’000
$’000
338,626
237,093
72,831
83,214

3,616
411,457
323,923
The Company
2009
2008
$’000
$’000
251,430
109,476
218,535
104,200


469,965
213,676
The Company
2009
2008
$’000
$’000
251,430
109,476
218,535
104,200


469,965
213,676
213,676

Included in trade and other receivables are significant customers located in China, Japan and South Korea that account for 36%, 27% and 15% of trade receivables respectively at 30 June 2009 (2008: 0%, 40% and 41%).

(c) Liquidity risk

Liquidity risk includes the risk that, as a result of operational liquidity requirements, the consolidated entity will be impacted in the following ways:

  • (i) will not have sufficient funds to settle a transaction on the due date;

  • (ii) will be forced to sell financial assets at a value which is less than what they are worth; or

  • (iii) may be unable to settle or recover a financial asset at all.

Liquidity risk is managed by maintaining sufficient cash and liquid deposit balances and having readily accessible standby facilities in place in accordance with the Board’s risk management policy. Details regarding finance facilities are set out in note 25.

Maturities of financial liabilities

The tables below analyse the consolidated entity and the Company’s financial liabilities in to maturity groupings based on the remaining period at the reporting date to the contractual maturity date. Refer to note 11(a) for the contractual maturity of derivatives. Refer to note 34 for the contractual maturity of finance leases. The amounts presented represent the future undiscounted principal and interest cash flows and therefore do not necessarily equate to the carrying amounts.

Consolidated – At 30 June 2009

Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Unsecured loan –
non-interest bearing
Loan from other entity
Total
Less than 6
months
$’000
52,487
3,289
2,255
250
1,693
34
60,008
6 – 12
months
$’000


7,328
250

38
7,616
Between 1
and 3 years
$’000



1,000

1,337
2,337
Over 3
years
$’000



2,000


2,000
Total
contractual
cash flows
$’000
52,487
3,289
9,583
3,500
1,693
1,409
71,961
Carrying
amount
$’000
52,487
3,289
8,625
2,648
1,693
1,293
70,035

– 171 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Consolidated – At 30 June 2008

Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Unsecured loan –
non-interest bearing
Total
Less than 6
months
$’000
44,959
6,222
9,651

1,693
62,525
6 – 12
months
$’000


9,682
250

9,932
Between 1
and 3 years
$’000


35,968
1,000

36,968
Over 3
years
$’000


29,025
2,750

31,775
Total
contractual
cash flows
$’000
44,959
6,222
84,326
4,000
1,693
141,200
Carrying
amount
$’000
44,959
6,222
67,625
2,929
1,693
123,428

The Company – At 30 June 2009

Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Total
The Company – At 30
Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Total
Less than 6
months
$’000
768
219
2,255
250
3,492
June 2008
Less than 6
months
$’000
890
32
2,329

3,251
6 – 12
months
$’000


7,328
250
7,578
6 – 12
months
$’000


2,259
250
2,509
Between 1
and 3 years
$’000



1,000
1,000
Between 1
and 3 years
$’000


9,488
1,000
10,488
Over 3
years
$’000



2,000
2,000
Over 3
years
$’000



2,750
2,750
Total
contractual
cash flows
$’000
768
219
9,583
3,500
14,070
Total
contractual
cash flows
$’000
890
32
14,076
4,000
18,998
Carrying
amount
$’000
768
219
8,625
2,648
12,260
Carrying
amount
$’000
890
32
12,125
2,929
15,976

3 SEGMENT INFORMATION

For the years ended 30 June 2009 and 2008, the consolidated entity operated predominately in one business and one geographic segment. The consolidated entity operated predominately in Australia. The industry in which the consolidated entity operated was the exploration for and extraction of coal resources.

– 172 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

4 REVENUE

From continuing operations
Sales revenue
Sale of coal
(Loss)/gain on forward foreign exchange
contracts
Gain on coal swap contracts
Total sales revenue
Other revenue
Rendering of services:
Management fees
Marketing fees
Interest received – other parties
Dividends from related parties (note 35)
Rents and sub-lease rentals
Total other revenue
Total revenue
Consolidated
2009
2008
$’000
$’000
807,450
416,070
(111,308)
24,482
35,349
Consolidated
2009
2008
$’000
$’000
807,450
416,070
(111,308)
24,482
35,349
The Company
2009
2008
$’000
$’000



967

The Company
2009
2008
$’000
$’000



967

731,491
6,416
1,240
16,226

175
24,057
440,552
2,946
816
7,404

152
11,318


2,022
7,816
265,240

275,078
967

1,282
3,330

4,612
755,548 451,870 275,078 5,579
  • 5 OTHER INCOME
Foreign exchange gains (net)
Government grants
Disposal of 20% interest in Moolarben
Joint Venture (note 42)
Other income
Total other income
Consolidated
2009
2008
$’000
$’000
13,206

970


123,657
4,093
674
18,269
124,331
The Company
2009
2008
$’000
$’000







250

250
The Company
2009
2008
$’000
$’000







250

250
250

– 173 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

6 EXPENSES

Profit/(loss) before income tax includes
the following specific expenses:
Depreciation
Buildings
Plant and equipment
Mine development
Less: capitalised depreciation
Total depreciation
Amortisation
Leased plant and equipment
Exploration and evaluation
Mining tenements
Rail access rights
Computer software
Less: capitalised amortisation
Total amortisation
Total depreciation and amortisation
Finance costs
Finance lease charges
Finance lease charges – related parties
(note 32)
Other interest charges
Finance costs expensed
Consolidated
2009
2008
$’000
$’000
534
368
10,918
10,141
6,195
5,296
(45)

17,602
15,805
Consolidated
2009
2008
$’000
$’000
534
368
10,918
10,141
6,195
5,296
(45)

17,602
15,805
The Company
2009
2008
$’000
$’000


198
209




198
209
The Company
2009
2008
$’000
$’000


198
209




198
209
209
7,701
287
4,642
933
245
(36)
7,078
314
4,665
621
156
9



168
4



156
13,772
31,374
12,834
28,639
177
375
160
369
2,005
192
2,106
1,922
494
6,105
1

944
1

1,156
4,303 8,521 945 1,157

– 174 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Net loss on disposal of property, plant and
equipment
Rental expense relating to operating leases
minimum lease payments
Net foreign exchange losses
Defined contribution superannuation
expense
Significant expenses
Demurrage
Net increase in impairment of controlled
entity advances (note14)
Loss/(gain) on forward foreign exchange
contracts
Significant profits
Net gain on disposal of 20% of
Moolarben Joint Venture (note 42)
Dividends from related parties
Gain on coal swap contracts
Foreign exchange gains (net)
7
OPERATING PROFIT
Reconciliation of profit/(loss) before
income tax to operating profit/(loss)
Profit/(loss) before income tax
Net gain on disposal of 20% of Moolarben
Joint Venture (note 42)
Net loss on disposal of 28.7% of Athena
Joint Venture
Operating profit/(loss)
Consolidated
2009
2008
$’000
$’000
12
14
1,928
1,552

247
4,515
2,798
3,641
6,347


111,308
(24,482)

123,657


35,349

13,206

Consolidated
2009
2008
$’000
$’000
368,840
254,279

(123,657)

34
368,840
130,656
The Company
2009
2008
$’000
$’000


491
290
6
1
521
309


6,833
101

(967)


265,240





The Company
2009
2008
$’000
$’000
258,692
(4,581)




258,692
(4,581)

– 175 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

8 INCOME TAX

(a)
Income tax recognised in profit
Current tax
Deferred tax
Origination and reversal of
temporary differences
Benefit of tax losses recognised
Over provision in prior years
Total income tax expense/(revenue)
(b)
Numerical reconciliation of income
tax expense/(revenue) to prima
facie tax payable
Profit/(loss) from continuing
operations before income tax
expense
Income tax at the rate of 30%
(2008: 30%)
Increase/(decrease) in income tax
expense/(revenue) due to:
Non-deductible expenses
Non-taxable dividends
Non-deductible share-based
payments
Research and development
concession
Other deductible expenses
Over provision in prior years
Prior year tax losses not previously
recognised
Income tax expense attributable to
the wholly-owned subsidiaries in
the tax consolidated group
Recovery of income tax expense
under tax sharing agreement
Total income tax expense/(revenue)
Effective tax rate
Consolidated
2009
2008
$’000
$’000
100,815
79,526
4,643
(7,208)


(4,236)
(6,499)
101,222
65,819
Consolidated
2009
2008
$’000
$’000
100,815
79,526
4,643
(7,208)


(4,236)
(6,499)
101,222
65,819
The Company
2009
2008
$’000
$’000
(5,715)
(1,890)
5,317
520

(40,877)
(447)

(845)
(42,247)
258,692
(4,581)
77,608
(1,374)
2,111
248
(79,572)

303
41


(848)
(285)
(398)
(1,370)
(447)


(40,877)
(845)
(42,247)
110,390
85,178
(110,390)
(85,178)
(845)
(42,247)
–0.3%
922.2%
The Company
2009
2008
$’000
$’000
(5,715)
(1,890)
5,317
520

(40,877)
(447)

(845)
(42,247)
258,692
(4,581)
77,608
(1,374)
2,111
248
(79,572)

303
41


(848)
(285)
(398)
(1,370)
(447)


(40,877)
(845)
(42,247)
110,390
85,178
(110,390)
(85,178)
(845)
(42,247)
–0.3%
922.2%
368,840
110,652
150

303
(5,323)
(324)
105,458
(4,236)

101,222

254,279
76,284
290

41
(3,964)
(333)
72,318
(6,499)

65,819

258,692
77,608
2,111
(79,572)
303

(848)
(398)
(447)

(845)
110,390
(110,390)
(4,581
(1,374
248

41

(285
(1,370

(40,877
(42,247
85,178
(85,178
101,222
27.4%
65,819
25.9%
(845)
–0.3%

– 176 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Consolidated The Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

(c) Amounts recognised directly in equity

Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss but directly debited or

credited to equity is set out below.

Changes in derivative financial
instruments
Current tax
Net deferred tax
Unrecognised deferred tax
balances
Tax losses attributable to members
of the tax consolidated group –
revenue
Tax losses attributable to
subsidiaries not members of the
tax consolidated group – revenue
Tax losses attributable to
subsidiaries not members of the
tax consolidated group – capital
Potential tax benefit at 30%
7,527
9,300
16,827
(290)
(10,765)
(11,055)


(290)
(320)
(610)




10,521
1,703
4,087
9,821
1,703




12,224 15,611

(d) Unrecognised deferred tax balances

There is no expiry date on the future deductibility of unused tax losses. The benefit of revenue losses of $3,622,000 (2008: $3,622,000) and capital losses of $1,703,000 (2008: $1,703,000) are not recognised until it is probable that the subsidiary will earn future taxable amounts that will enable it to utilise these tax losses. The benefit of revenue losses of $6,899,000 (2008: $10,286,000) are not recognised until it is probable that the subsidiary will be able to utilise these tax losses.

(e) Tax consolidation legislation

For the purposes of taxation, Felix Resources Limited and its 100% owned Australian subsidiaries are a tax consolidated group. The head entity of the tax consolidated group is Felix Resources Limited. Felix is responsible for recognising the current tax assets and liabilities for the tax consolidated group. Each entity in the tax consolidated group recognises its own deferred tax assets and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case Felix recognises the assets.

The group has entered into a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the profit before tax of the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each entity in the group can recognise their balance of the current tax assets and liabilities through inter-entity accounts. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote.

– 177 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

9 CURRENT ASSETS – CASH AND CASH EQUIVALENTS

Cash at bank and on hand
Short-term deposits
Consolidated
2009
2008
$’000
$’000
14,052
5,844
324,574
231,249
338,626
237,093
The Company
2009
2008
$’000
$’000
306
1,134
251,124
108,342
251,430
109,476
The Company
2009
2008
$’000
$’000
306
1,134
251,124
108,342
251,430
109,476
109,476

(a) Reconciliation to cash at the end of the year

The above figures are reconciled to cash at the end of the financial year as shown in the cash flow statement as follows:

Balances as above
Balances per cash flow statement
338,626
338,626
237,093
237,093
251,430
251,430
109,476
109,476

(b) Effective interest rate risk

Information concerning the effective interest rate of cash and cash equivalents is set out in note 2.

(c) Short-term deposits

Short-term deposits at 30 June 2009 include $100,000,000 (2008: N/A) in a security deposit account. These funds are mortgaged in favour of the counterparty as security for a portion of the finance lease facility. Short-term deposits at 30 June 2008 included $26,750,324 in the proceeds account as part of the Ashton Underground Syndicated Facility Agreement (SFA). Further information concerning the finance leases and the SFA are set out in note 25.

(d) Fair value

Due to the short-term nature of the deposits, their carrying amount is assumed to approximate their fair value.

10 CURRENT ASSETS – TRADE AND OTHER RECEIVABLES

Trade receivables
Receivable from controlled entities
Other debtors
Secured director loan – interest bearing
Secured loan – interest bearing
Receivables from other entities
Consolidated
2009
2008
$’000
$’000
42,153
66,922


7,959
4,152
1,802


1,705
9,248

61,162
72,779
The Company
2009
2008
$’000
$’000
763
420
192,160
81,789
1,387
1,243






194,310
83,452
The Company
2009
2008
$’000
$’000
763
420
192,160
81,789
1,387
1,243






194,310
83,452
83,452

– 178 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(a) Past due but not impaired

As at 30 June 2009, the consolidated entity had trade receivables of $630,000 (2008: $7,607,000) that were past due but not impaired. As at 30 June 2009, the Company had trade receivables of $4,000 (2008: $56,000) that were past due but not impaired. The ageing analysis of these trade receivables is set out below.

< 15 days
15-30 days
30-45 days
> 45 days
Consolidated
2009
2008
$’000
$’000
1
3,523
568

11
3,824
50
260
630
7,607
The Company
2009
2008
$’000
$’000





55
4
1
4
56
The Company
2009
2008
$’000
$’000





55
4
1
4
56
56

The other classes within trade and other receivables do not contain impaired assets and are not past due. It is expected that these amounts will be received when due. Unless specified below, the consolidated entity does not hold any collateral in relation to these receivables.

(b) Other receivables

Included in receivables from other entities is funds of $8,347,000 (2008: $Nil) loaned to Newcastle Coal Infrastructure Group Pty Ltd, a company in which the consolidated entity has a minority shareholding. In August 2005 Newcastle Coal Infrastructure Group Pty Ltd was selected by the New South W ales government as the preferred developer and operator of a third coal loader for the port of Newcastle. The loan is non-interest bearing and unsecured and is repayable upon funding of the Stage 2 expansion project. Refer to note 14 for details on the non-current portion of this loan.

For the Company, the receivable from controlled entities represents the receivables from tax consolidated entities under the tax funding agreement, see note 8(e).

The secured director loan is to Director Mr. Brian Flannery. The terms and conditions of the loan are set out in note 32.

The secured loan was to former director Mr. John Rawlins being a secured interest bearing loan.

(c) Foreign exchange and interest rate risk

Information about the consolidated entity’s and the Company’s exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is set out in note 2.

(d) Fair value and credit risk

Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Refer to note 2 for more information on the risk management policy of the consolidated entity and the credit quality of the entity’s trade receivables.

– 179 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

11 DERIVATIVE FINANCIAL INSTRUMENTS

Current Assets
Interest rate swap contracts – receivable
Forward foreign exchange contracts –
receivable
Non-current assets
Interest rate swap contracts – receivable
Current liabilities
Forward foreign exchange contracts –
payable
Coal swap contracts – payable
Non-current liabilities
Coal swap contracts – payable
Consolidated
2009
2008
$’000
$’000

326

3,220

3,546
Consolidated
2009
2008
$’000
$’000

326

3,220

3,546
The Company
2009
2008
$’000
$’000





The Company
2009
2008
$’000
$’000





70
70
4,504

16,416


4,504 16,416
21,804
21,804

(a) Instruments used by the consolidated entity

The consolidated entity uses derivative financial instruments in order to hedge exposure to fluctuations in interest rates, foreign exchange rates, and coal prices in accordance with the financial risk management policies (refer to note 2) .

(i) Forward foreign exchange contracts – cash flow hedges

The consolidated entity enters into forward foreign exchange contracts to sell or purchase specified amounts of foreign currencies in the future at stipulated exchange rates. The objective of entering into the forward foreign exchange contracts is to reduce the foreign exchange rate related volatility of the consolidated entity’s revenue stream and capital expenditure and thereby assist in risk management for the consolidated entity. Foreign currency speculation is specifically excluded. Forward foreign exchange contracts are entered for contracted future sales undertaken in foreign currencies and contracted future capital expenditure undertaken in foreign currencies.

– 180 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The outstanding sell US$ contracts are hedging highly probable forecasted sales of coal, whereas the outstanding buy US$, Euro and Yen contracts relate to the purchase of mining equipment for Moolarben (2008: Yarrabee and Minerva respectively). The contracts are timed to mature when funds for coal sales are forecast to be received and when payments for mining equipment are scheduled to be made. At balance date, the details of the outstanding forward foreign exchange contracts are set out below. Refer to note 43(b) for post balance date forward foreign exchange contracts taken out.

Settlement
Less than 6 months
6 months to 1 year
Settlement
Less than 6 months
6 months to 1 year
Settlement
Less than 6 months
6 months to 1 year
Settlement
Less than 6 months
Buy United States dollars
2009
2008
US$’000
US$’000
11,077

22,440

33,517

Sell United States dollars
2009
2008
US$’000
US$’000

53,766

9,000

62,766
Buy Euros
2009
2008
EUR’000
EUR’000
5,781
2,428
8,490

14,271
2,428
Buy Japanese Yen
2009
2008
YEN’000
YEN’000

268,073

268,073
Average exchange rates
2009
2008
US$
US$
0.7530

0.7530

0.7530

Average exchange rates
2009
2008
US$
US$

0.9142

0.8474

0.9040
Average exchange rates
2009
2008


0.5520
0.5973
0.5520

0.5520
0.5973
Average exchange rates
2009
2008
¥
¥

91.6800

91.6800
Average exchange rates
2009
2008
US$
US$
0.7530

0.7530

0.7530

Average exchange rates
2009
2008
US$
US$

0.9142

0.8474

0.9040
Average exchange rates
2009
2008


0.5520
0.5973
0.5520

0.5520
0.5973
Average exchange rates
2009
2008
¥
¥

91.6800

91.6800
91.6800

– 181 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

At balance date, the details of the outstanding flexible forward foreign exchange contracts are set out below.

Settlement
Less than 6 months – ceiling
– floor
6 months to 1 year – ceiling
– floor
Buy Japanese Yen
2009
2008
YEN’000
YEN’000
816,915

71.7000

821,726

1,638,641
Average exchange rates
2009
2008
¥
¥
72.7000

72.7000

71.7000
Average exchange rates
2009
2008
¥
¥
72.7000

72.7000

71.7000

(ii) Coal price swap contracts – cash flow hedges

The consolidated entity enters into coal swap contracts to sell specified amounts of coal in the future at stipulated prices. The objective of entering into the coal swap contracts is to reduce the coal price related volatility of the consolidated entity’s revenue stream and thereby assist in risk management for the consolidated entity. Coal price speculation is specifically excluded. Coal swap contracts are entered for contracted future sales.

The outstanding coal swap contracts are hedging highly probable forecasted sales of coal. The contracts are timed to mature when funds for coal sales are forecast to be received. At balance date, the details of the outstanding coal swap contracts are set out below.

Settlement
6 months to 1 year
1 year to less than 2 years
Volume
2009
2008
Tonnes 000
Tonnes 000

300

420

720
Average coal price
2009
2008
USD
USD

121.76

121.76

121.76
Average coal price
2009
2008
USD
USD

121.76

121.76

121.76
121.76

The gains and losses on hedges of anticipated coal sales, interest expense, and capital expenditure are recognised in the hedging reserve and the timing of their anticipated recognition as part of sales, interest expense, and capital expenditure are set out below.

Settlement
Not later than 1 year
1 year to less than 2 years
Consolidated
Net loss
2009
2008
$’000
$’000
21,487
(12,870)

(21,734)
21,487
(34,604)
Consolidated
Net loss
2009
2008
$’000
$’000
21,487
(12,870)

(21,734)
21,487
(34,604)
(34,604)

Details of movements in the hedging reserve are set out in note 29. There was no hedge ineffectiveness in the current or prior year.

– 182 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(b) Credit risk exposures

Forward foreign exchange, coal swap, and interest rate swap contracts are subject to credit risk in relation to the relevant counterparties, which are principally large financial institutions. The maximum credit risk exposure is the full amount of unrealised gains on derivative financial instruments, should the counterparty fail to pay the amount which it is committed to pay the consolidated entity. The full amount of the exposure for the consolidated entity is $Nil (2008: $3,616,000) and for the Company $Nil (2008: $Nil). Further information about the consolidated entity’s and the Company’s exposure to credit risk in relation to derivatives is set out in note 2.

(c) Foreign currency, interest rate and price risk

Information about the consolidated entity’s and the Company’s exposure to foreign currency risk, price risk, and interest rate risk in relation to derivatives is set out in note 2.

(d) Fair value

The fair value of forward foreign exchange contracts is determined using forward foreign exchange market rates at reporting date. The fair value of coal swap contracts is determined using forward coal price market rates at reporting date. The market rates are provided by the counterparty to the derivative. The fair value of interest rate swap contracts is calculated as the present value of the estimated future cash flows.

12 CURRENT ASSETS – INVENTORIES

Coal – at cost
Fuel – at cost
Stock of spare parts – at cost
Stock of tyres – at cost
Consolidated
2009
2008
$’000
$’000
39,779
27,945
173
435
2,569
820
2,550
2,612
45,071
31,812
The Company
2009
2008
$’000
$’000









The Company
2009
2008
$’000
$’000









Inventory expense

Inventories recognised as expense during the year ended 30 June 2009 amounted to $256,462,000 (2008: $210,787,000).

13 CURRENT ASSETS – OTHER ASSETS

Prepayments
Overburden – at cost
Consolidated
2009
2008
$’000
$’000
1,794
2,842
49,846
44,772
51,640
47,614
The Company
2009
2008
$’000
$’000
62
31


62
31
The Company
2009
2008
$’000
$’000
62
31


62
31
31

– 183 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

14 NON-CURRENT ASSETS – TRADE AND OTHER RECEIVABLES

Advances to controlled entities
Less: Accumulated impairment losses
Advances to associated entities
Receivables from other entities
Consolidated
2009
2008
$’000
$’000




10,376
8,171
1,293
2,264
11,669
10,435
The Company
2009
2008
$’000
$’000
91,320
82,645
(67,095)
(61,897)




24,225
20,748

(a) Terms and conditions relating to the above financial instruments

Advances to controlled entities by the Company includes a loan to White Mining Limited on acquisition to enable White Mining Limited to repay the majority of its shareholder loans.

Advances to controlled entities by the Company also includes advances to SASE Pty Ltd (SASE), South Australian Coal Corp Pty Ltd (SACC), Ballymoney Power Limited (BPL), Tonford Pty Ltd (TON), UCC Energy Pty Ltd (UCC), and an advance to Minerva Coal Pty Ltd which was acquired by the Company on purchase of Minerva Coal Pty Ltd. Details regarding the advances to associated entities are set out in note 35(e).

The receivables from other entities is expected to be received from Wiggins Island Coal Export Terminal Pty Ltd upon successful financing of the proposed new export coal terminal at W iggins Island, Gladstone. In 2008 the receivables from other entities represented funds loaned to Newcastle Coal Infrastructure Group Pty Ltd, a company in which the consolidated entity has a minority shareholding. The loan is non-interest bearing and unsecured. Details regarding the current portion of the loan and the terms and conditions of the loan are set out in note 10.

(b) Past due but not impaired

None of the non-current trade and other receivables are past due but not impaired.

(c) Impaired trade and other receivables

As at 30 June 2009 advances to controlled entities by the Company with a nominal value of $67,095,000 (2008: $61,897,000) were impaired. The impaired advances relate to the amounts receivable by the Company from SASE, SACC, TON and BPL. These amounts are principally contributions toward exploration expenditure. The value and recoverability of these amounts is related to the Company’s policies with regards to exploration and evaluation expenditure as described in note 1(m).

– 184 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The impaired advances also includes amounts receivable by the Company from UCC Energy Pty Limited. These amounts are principally contributions towards research and development expenditure. The value and recoverability of these amounts is related to the Company’s policies with regards to research and development expenditure as described in note 1(l).

Movements in the provision for
impairment of advances to controlled
entities are as follows:
Balance at beginning of the year
Provision for impairment recognised during
the year
Advances written-off during the year as
uncollectible
Unused amount reversed
Consolidated
2009
2008
$’000
$’000









The Company
2009
2008
$’000
$’000
61,897
61,796
6,833
102
(1,635)


(1)
67,095
61,897
The Company
2009
2008
$’000
$’000
61,897
61,796
6,833
102
(1,635)


(1)
67,095
61,897
61,897

The creation and release of the provision for impairment of advances to controlled entities has been included in ’all other operating expenses’ in the income statement. Amounts charged to the provision account are generally written-off when there is no expectation of recovering additional cash.

(d) Risk exposure

Information about the consolidated entity’s and the Company’s exposure to credit risk, foreign exchange and interest rate risk is provided in note 2.

(e) Fair value

The carrying values of non-current receivables approximate their fair values.

15 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

(a) Interest in associates

Name of associate
Principal activity
Unlisted
Australian Coal
Processing Holdings
Pty Ltd (i)
Holding company
Ashton Coal Mines
Limited (ii)
Real estate holder &
sales company
Australian Coal
Processing Pty Ltd
Dormant
Consolidated
Carrying amount of
investment
2009
2008
$’000
$’000
21
20
187
167


208
187
Consolidated
Percentage owned
2009
2008
%
%
60
60
60
60
60
60
Consolidated
Percentage owned
2009
2008
%
%
60
60
60
60
60
60

– 185 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Each of the above associates is incorporated in Australia. The company does not hold any investments in associates.

(i) A controlled entity of White Mining Limited (WML), White Mining (NSW) Pty Limited (WMNSW), holds 60% (2008: 60%) of the ordinary shares of Australian Coal Processing Holdings Pty Ltd. Under the shareholders agreement between WMNSW and the other shareholders, ICRA Ashton Pty Ltd (ICRA) and Austral-Asia Coal Holdings Pty Ltd (Austral), all major financial and operating policy decisions require a vote by Directors who together represent shareholders holding 100% of the shares or a vote by shareholders who together hold 100% of the shares. Therefore decisions must be passed unanimously and WMNSW’s voting power is equivalent to 33.33% (2008: 33.33%).

(ii) A controlled entity of White Mining Limited, White Mining (NSW) Pty Limited (WMNSW), holds 60% (2008: 60%) of the ordinary shares of Ashton Coal Mines Limited. Under the shareholders agreement between WMNSW and the other shareholders, ICRA Ashton Pty Ltd (ICRAA) and Austral-Asia Coal Holdings Pty Ltd (Austral), all major financial and operating policy decisions require a unanimous resolution of the shareholders. Therefore major decisions must be passed unanimously and WMNSW’s voting power is equivalent to 33.33% (2008: 33.33%).

(b)
Movements in carrying amounts
Carrying amount at the beginning of the financial year
Return of share capital from associate
Share of associates’ net profits/(losses) (note 15(c))
Carrying amount at the end of the financial year
(c)
Share of associates’ profits or losses
Loss before income tax
Income tax benefit/(expense)
Profit/(loss) after income tax (note 15(b))
(d)
Summarised financial information of associates
Assets
Liabilities
Revenues
(Profits)/losses
Consolidated
2009
2008
$’000
$’000
187
204


21
(17)
208
187

(12)
21
(5)
21
(17)
42,592
70,842
(42,275)
(70,560)
(734,960)
(329,156)
(36)
28
Consolidated
2009
2008
$’000
$’000
187
204


21
(17)
208
187

(12)
21
(5)
21
(17)
42,592
70,842
(42,275)
(70,560)
(734,960)
(329,156)
(36)
28

21
(12
(5
21
42,592
(42,275)
(734,960)
(36)

16 NON-CURRENT ASSETS – OTHER FINANCIAL ASSETS

Controlled entities – at cost (note 36)
Less: Accumulated impairment losses
Consolidated
2009
2008
$’000
$’000





The Company
2009
2008
$’000
$’000
256,736
256,736
(15,343)
(15,343)
241,393
241,393

– 186 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

17 NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT

Consolidated – 2008
Assets
under
construction
$’000
At 1 July 2007
Cost
111,120
Accumulated depreciation/
amortisation

Net book amount
111,120
Year ended 30 June 2008
Opening net book amount
111,120
Additions
11,069
Transfers
(116,503)
Disposals

Depreciation expense

Amortisation expense

Closing net book amount
5,686
At 30 June 2008
Cost
5,686
Accumulated depreciation/
amortisation

Net book amount
5,686
Consolidated – 2009
Assets
under
construction
$’000
Year ended 30 June 2009
Opening net book amount
5,686
Additions
85,037
Transfers
(52,985)
Disposals

Depreciation expense

Amortisation expense

Other

Closing net book amount
37,738
At 30 June 2009
Cost
37,738
Accumulated depreciation/
amortisation

Net book amount
37,738
Consolidated – 2008
Assets
under
construction
$’000
At 1 July 2007
Cost
111,120
Accumulated depreciation/
amortisation

Net book amount
111,120
Year ended 30 June 2008
Opening net book amount
111,120
Additions
11,069
Transfers
(116,503)
Disposals

Depreciation expense

Amortisation expense

Closing net book amount
5,686
At 30 June 2008
Cost
5,686
Accumulated depreciation/
amortisation

Net book amount
5,686
Consolidated – 2009
Assets
under
construction
$’000
Year ended 30 June 2009
Opening net book amount
5,686
Additions
85,037
Transfers
(52,985)
Disposals

Depreciation expense

Amortisation expense

Other

Closing net book amount
37,738
At 30 June 2009
Cost
37,738
Accumulated depreciation/
amortisation

Net book amount
37,738
Freehold
land &
buildings
$’000
14,052
(453)
Mine
develop-
ment
Plant &
equipment
Leased
plant &
equipment
Land
acquisition
in
progress
$’000
$’000
$’000
$’000
29,798
36,110
34,677
585
(7,822)
(11,768)
(10,416)
Mine
develop-
ment
Plant &
equipment
Leased
plant &
equipment
Land
acquisition
in
progress
$’000
$’000
$’000
$’000
29,798
36,110
34,677
585
(7,822)
(11,768)
(10,416)
Mine
develop-
ment
Plant &
equipment
Leased
plant &
equipment
Land
acquisition
in
progress
$’000
$’000
$’000
$’000
29,798
36,110
34,677
585
(7,822)
(11,768)
(10,416)
Mine
develop-
ment
Plant &
equipment
Leased
plant &
equipment
Land
acquisition
in
progress
$’000
$’000
$’000
$’000
29,798
36,110
34,677
585
(7,822)
(11,768)
(10,416)
Total
$’000
226,342
(30,459
111,120
111,120
11,069
(116,503)


13,599
13,599
4,480
3,359
(1,385)
(368)
21,976
21,976
976
32,813

(5,296)
24,342
24,342
246
79,055
(63)
(10,141)
24,261
24,261
5,099
1,704
(163)

(7,078)
585
585
4,762
(585)


195,883
195,883
26,632
(157
(1,611
(15,805
(7,078
5,686 19,685 50,469 93,439 23,823 4,762 197,864
5,686
20,375
(690)
63,688
(13,219)
115,262
(21,823)
41,210
(17,387)
4,762
250,983
(53,119
19,685
Freehold
land &
buildings
$’000
19,685
436
11,345

(534)


30,932
50,469
93,439
23,823
4,762
Mine
develop-
ment
Plant &
equipment
Leased
plant &
equipment
Land
acquisition
in
progress
$’000
$’000
$’000
$’000
50,469
93,439
23,823
4,762
199
7,240
27,421

5,068
36,311
56

(313)
(15,822)
(1,503)

(6,195)
(10,918)




(7,701)




(4,762)
49,228
110,250
42,096
197,864
Total
$’000
197,864
120,333
(205
(17,638
(17,647
(7,701
(4,762
270,244
37,738
32,479
(1,547)
67,527
(18,299)
142,309
(32,059)
63,714
(21,618)

343,767
(73,523
37,738 30,932 49,228 110,250 42,096 270,244

– 187 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The Company – 2008
At 1 July 2007
Cost
Accumulated depreciation/amortisation
Net book amount
Year ended 30 June 2008
Opening net book amount
Additions
Transfers
Depreciation expense
Amortisation expense
Closing net book amount
At 30 June 2008
Cost
Accumulated depreciation/amortisation
Net book amount
The Company – 2009
Year ended 30 June 2009
Opening net book amount
Additions
Disposals
Depreciation expense
Amortisation expense
Closing net book amount
At 30 June 2009
Cost
Accumulated depreciation/amortisation
Net book amount
Assets
under
construction
$’000
31

31
Plant &
equipment
$’000
583
(258)
325
Leased
plant &
equipment
$’000


Total
$’000
614
(258)
356
356
766
(157)
(209)
(4)
752
1,224
(472)
752
Total
$’000
752
1,222
(1)
(198)
(9)
1,766
2,444
(678)
1,766
31
720
(504)

325
46
316
(209)


31

(4)
356
766
(157
(209
(4
247 478 27
247
946
(468)
31
(4)
1,224
(472
247
Assets
under
construction
$’000
247
476



723
478
Plant &
equipment
$’000
478
746
(1)
(198)

1,025
27
Leased
plant &
equipment
$’000
27



(9)
18
723
1,690
(665)
31
(13)
2,444
(678
723 1,025 18

– 188 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Assets pledged as security

Included in the balance of property, plant & equipment are assets over which the charges listed in notes 22 and 25 have been granted as security.

The value of non-current assets
pledged as security are:
Land and buildings
Mine development
Plant and equipment
Leased plant and equipment
Assets under construction
Other financial assets
Net book amount
Consolidated
2009
2008
$’000
$’000
30,932
7,855
49,228
50,469
110,250
93,439
42,096
23,823
37,738
5,657


270,244
181,243
The Company
2009
2008
$’000
$’000




1,025
478
18
27
723
247
92
92
1,858
844
The Company
2009
2008
$’000
$’000




1,025
478
18
27
723
247
92
92
1,858
844
844

18 NON-CURRENT ASSETS – EXPLORATION AND EVALUATION ASSETS

(a) Reconciliation

Exploration and evaluation assets –
at cost
Opening balance
Additions
Disposals
Closing balance
Provision for write-down to
recoverable amount
Opening balance
Amortisation expense
Closing balance
Net book amount
Consolidated
2009
2008
$’000
$’000
46,750
42,325
8,073
5,932

(1,507)
54,823
46,750
Consolidated
2009
2008
$’000
$’000
46,750
42,325
8,073
5,932

(1,507)
54,823
46,750
The Company
2009
2008
$’000
$’000







The Company
2009
2008
$’000
$’000







(28,842)
(287)
(28,528)
(314)


(29,129)
25,694
(28,842)
17,908

– 189 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(b) Areas of interest

Expenditure carried forward relates to exploration expenditure by subsidiary companies in the following areas of interest. The ultimate recoupment of this expenditure is dependent on the successful development and commercial exploitation, or alternatively, the sale, at a minimum value of book value, of these areas of interest.

Consolidated – 2008
Year ended 30 June
2008
Opening net book
amount
Additions
Disposals
Amortisation expense
Closing net book
amount
Consolidated – 2009
Year ended 30 June
2009
Opening net book
amount
Additions
Disposals
Amortisation expense
Closing net book
amount
Athena
$’000
208
174
(34)

348
Athena
$’000
348
794


1,142
Yarrabee
$’000
1,867
276

(123)
2,020
Yarrabee
$’000
2,020
401

(79)
2,342
Ashton
$’000
1,543


(191)
1,352
Ashton
$’000
1,352


(208)
1,144
Moorlarben
$’000
10,179
5,213
(1,473)

13,919
Moorlarben
$’000
13,919
3,756


17,675
Phillipson
Basin
$’000





Philipson
Basin
$’000

1,955


1,955
Harrybrandt
$’000

269


269
Harrybrandt
$’000
269
1,167


1,436
Total
$’000
13,797
5,932
(1,507)
(314)
17,908
Total
$’000
17,908
8,073

(287)
25,694

– 190 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

19 NON-CURRENT ASSETS – DEFERRED TAX ASSETS

The balance comprises temporary
differences attributable to:
Amounts recognised in profit and loss
Trade and other payables
Employee benefits provisions
Rehabilitation provisions
Property, plant and equipment
Investments accounted for using the
equity method
Mining tenements
Other intangible assets
Tax losses
Other
Amounts recognised directly in equity
Derivative financial instruments
Total deferred tax assets
Consolidated
2009
2008
$’000
$’000
2,475

2,677
1,298
2,282
2,331
1,420
1,291
1,134
1,140
2,782
2,401
19

19
5,341
64
2,329
Consolidated
2009
2008
$’000
$’000
2,475

2,677
1,298
2,282
2,331
1,420
1,291
1,134
1,140
2,782
2,401
19

19
5,341
64
2,329
The Company
2009
2008
$’000
$’000
418

350
187


8
7




4

19
5,341

The Company
2009
2008
$’000
$’000
418

350
187


8
7




4

19
5,341

12,872
1,081
16,131
11,466
799
5,535
13,953 27,597 799 5,535

20 NON-CURRENT ASSETS – INTANGIBLE ASSETS

Consolidated – 2008
At 1 July 2007
Cost
Accumulated amortisation
Net book amount
Year ended 30 June 2008
Opening net book amount
Disposals
Transfers
Amortisation expense
Closing net book amount
At 30 June 2008
Cost
Accumulated amortisation
Net book amount
Yarrabee
mining
tenement
$’000
4,845
(2,131)
2,714
Minerva
mining
tenement
$’000
7,781
(645)
7,136
Ashton
mining
tenement
Moolarben
mining
tenement
$’000
$’000
54,297
162,547
(4,490)

49,807
162,547
Ashton
mining
tenement
Moolarben
mining
tenement
$’000
$’000
54,297
162,547
(4,490)

49,807
162,547
Computer
software
$’000
545
(245)
300
Rail
access
rights
$’000
9,241
(593)
8,648
Total
$’000
239,256
(8,104
231,152
2,714


(603)
7,136


(579)
49,807


(3,483)
162,547
(31,348)

300

157
(156)
8,648


(621)
231,152
(31,348
157
(5,442
2,111 6,557 46,324 131,199 301 8,027 194,519
4,845
(2,734)
7,781
(1,224)
54,297
(7,973)
131,199
702
(401)
9,241
(1,214)
208,065
(13,546
2,111 6,557 46,324 131,199 301 8,027 194,519

– 191 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Consolidated – 2009
Year ended 30 June 2009
Opening net book amount
Additions
Transfers
Amortisation expense
Closing net book amount
At 30 June 2009
Cost
Accumulated amortisation
Net book amount
The Company – 2008
At 1 July 2007
Cost
Accumulated amortisation
Net book amount
Year ended 30 June 2008
Opening net book amount
Transfers
Amortisation expense
Closing net book amount
At 30 June 2008
Cost
Accumulated amortisation
Net book amount
Yarrabee
mining
tenement
$’000
2,111


(603)
1,508
Minerva
mining
tenement
$’000
6,557
211

(642)
6,126
Ashton
mining
tenement
Moolarben
mining
tenement
$’000
$’000
46,324
131,199




(3,397)

42,927
131,199
Ashton
mining
tenement
Moolarben
mining
tenement
$’000
$’000
46,324
131,199




(3,397)

42,927
131,199
Computer
software
$’000
301
134
205
(245)
395
Rail
access
rights
$’000
8,027
14

(933)
7,108
Rail
access
rights
$’000
8,027
14

(933)
7,108
4,845
(3,337)
7,992
(1,866)
54,297
(11,370)
131,199
1,234
(839)
9,256
(2,148)
208,823
(19,560
1,508 6,126 42,927 131,199 395

– 192 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The Company – 2009
Year ended 30 June 2009
Opening net book amount
Additions
Amortisation expense
Closing net book amount
At 30 June 2009
Cost
Accumulated amortisation
Net book amount
Computer
software
$’000
301
103
(168
236
805
(569
236

Security

There is a First Registered Mortgage over mining tenements owned by the consolidated entity.

21 CURRENT LIABILITIES – TRADE AND OTHER PAYABLES

Unsecured
Trade payables
Advances from controlled entities
Other creditors
Deferred Minerva payment
Employee benefits
Deferred income
Consolidated
2009
2008
$’000
$’000
52,487
44,959


3,289
6,222
500
250
8,925
4,328
793

65,994
55,759
The Company
2009
2008
$’000
$’000
768
890
130,188
56,403
219
32
500
250
1,165
622


132,840
58,197
The Company
2009
2008
$’000
$’000
768
890
130,188
56,403
219
32
500
250
1,165
622


132,840
58,197
58,197

Fair Value

Due to the short-term nature of these payables their carrying amount is assumed to approximate their fair value.

22 CURRENT LIABILITIES – INTEREST-BEARING LIABILITIES

Secured
Bank loans
Lease liabilities (note 34)
Consolidated
2009
2008
$’000
$’000
8,625
12,519
11,296
8,337
19,921
20,856
The Company
2009
2008
$’000
$’000
8,625
3,500
17
9
8,642
3,509
The Company
2009
2008
$’000
$’000
8,625
3,500
17
9
8,642
3,509
3,509

Information about the terms and conditions relating to the above financial instruments are set out in note

– 193 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

23 CURRENT LIABILITIES – PROVISIONS

Rehabilitation Consolidated
2009
2008
$’000
$’000
566
608
566
608
The Company
2009
2008
$’000
$’000



The Company
2009
2008
$’000
$’000



Provision for future rehabilitation of mine sites is made in accordance with note 1(t). The provision is expected to settle when the area disturbed is no longer in use or at the end of the life of the mine. The above amount represents those areas expected to be rehabilitated during the next 12 months.

Movements in provisions

Movements in current provision for rehabilitation:

Rehabilitation Rehabilitation
$’000
Consolidated – 2009
Current
Carrying amount at start of year 608
Transfers (note 27) (42)
Carrying amount at end of year 566
Rehabilitation
$’000
Consolidated – 2008
Current
Carrying amount at start of year 1,121
Transfers (note 27) (513)
Carrying amount at end of year 608

24 NON-CURRENT LIABILITIES – TRADE AND OTHER PAYABLES

Deferred Minerva payment
Unsecured loan – non-interest bearing
Deferred income
Consolidated
2009
2008
$’000
$’000
2,148
2,679
1,693
1,693
1,578

5,419
4,372
The Company
2009
2008
$’000
$’000
2,148
2,679




2,148
2,679
The Company
2009
2008
$’000
$’000
2,148
2,679




2,148
2,679
2,679

The fair value of trade and other payables is assumed to approximate their fair value. The carrying value of the deferred Minerva payment is based on cash flows discounted using a rate of 7.5%. The unsecured loan is repayable at call.

– 194 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

25 NON-CURRENT LIABILITIES – INTEREST BEARING LIABILITIES

Secured
Bank loans
Lease liabilities (note 34)
Loan from other entity
Consolidated
2009
2008
$’000
$’000

55,106
30,213
15,261
1,293

31,506
70,367
The Company
2009
2008
$’000
$’000

8,625

17



8,642
The Company
2009
2008
$’000
$’000

8,625

17



8,642
8,642

(a) Terms and conditions relating to above financial instruments

Finance leases have lease terms ranging up to 7 years with some having the option to purchase the assets at completion of the lease term for the assets’ market value or contracted value. The effective interest rates implicit in the leases range from 6.9% to 12.5%. Lease liabilities are secured by charges over the leased assets. Certain leases also contain restrictions requiring notification to the lessors of any further finance leases entered into.

At 30 June 2009 bank loans represent a number of facilities as detailed below.

– Multi-option facility agreement working capital facility

A revolving cash advance facility for working capital was cancelled during the 2009 year. This facility for up to $27,400,000 consisted of a floating rate bill which at maturity could be rolled for 30, 60, 90, 120 or 180 days. Interest on the bill was charged at BBSY for the appropriate tenor plus a margin of 1.30%, for 2008 this was 9.19%. At 30 June 2008 the drawn down amount was $Nil.

Multi-option facility agreement – term debt facility

This is a loan for capital expenditure at the Minerva mine for $8,625,000 (2008: $12,125,000) and consists of a fixed rate bill in the amount of $7,613,000 (2008: $10,702,000) at a current interest rate of 6.00% (2008: 6.00%). The bill rolls quarterly with the rate fixed for the term of the loan. The facility also includes a floating rate bill of $1,012,000 (2008: $1,423,000) which at maturity can be rolled for 30, 60, 90, 120 or 180 days. Interest on the floating rate bill is charged at BBSY for the appropriate tenor plus a margin of 1.30% (2008: 1.30%), currently 4.56% (2008: 9.19%). The term debt facility matures on 30 June 2010 and principal is repayable each quarter in the amount of $875,000. At 30 June 2009, the current portion of the loan is $8,625,000 (2008: $3,500,000) and the non-current portion is $Nil (2008: $8,625,000).

Ashton underground – syndicated facility agreement

A facility for the development of the Ashton underground project was closed during the 2009 year. This facility, for $60,000,000, consisted of a floating rate bill which at maturity could be rolled for 30, 60 or 90 days. Interest on the floating rate bill was charged at BBSY for the appropriate tenor plus a margin of 0.80%, for 2008 this was 8.69%. The principal was repayable each quarter in varying amounts. The drawn down amounts were required to be held in a drawdown holding account and prior to project completion, amounts released from the drawdown holding account totalling $60,000,000 attracted an additional interest margin of 0.95% per annum. At 30 June 2008, the current portion of the loan was $9,019,000 and the non-current portion was $46,481,000.

– 195 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Gladstone Port Corporation – Loan from other entity facility

This is a facility in place to assist with the funding of the Wiggins Island Coal Export Terminal (WICET) feasibility study costs. At 30 June 2009 the non-current amount of the loan is $1,293,000 (2008: N/A). Interest on the loan is charged at BBSY for the appropriate tenor plus a margin of 1.85% (2008: N/A), at 30 June 2009 5.11% (2008: N/A). The loan is repayable in full upon commencement of the project or expiry of the facility.

(b) Security

The above loans and other banking facilities are secured by first registered company charges (mortgage debentures), first registered mortgages, fixed and floating charges, deeds of cross charges, bank guarantees and scrip liens exist over all the assets of certain entities in the consolidated entity. The terms of the charges preclude the assets being sold or being used as security for further mortgages or charges without the permission of the other holders. Certain finance leases are secured by cash deposit and it is expected this security will be released when syndication of the lease facility is in place. Refer to notes 9(c), 17 and 20 for details.

(c) Financing facilities available

At reporting date, the following financing facilities had been negotiated and were available:

Total facilities
Working capital facility
Term debt facility
Underground syndicated facility
Indemnity/guarantee facility
Lease finance facility
Loan from other entity facility
Facilities used at balance date
Term debt facility
Underground syndicated facility
Indemnity/guarantee facility
(note 41)
Lease finance facility
Loan from other entity facility
Facilities unused at balance date
Working capital facility
Indemnity/guarantee facility
Lease finance facility
Loan from other entity facility
Consolidated
2009
2008
$’000
$’000

27,400
8,625
12,125

55,500
27,000
27,000
191,287
23,599
2,530

229,442
145,624
Consolidated
2009
2008
$’000
$’000

27,400
8,625
12,125

55,500
27,000
27,000
191,287
23,599
2,530

229,442
145,624
The Company
2009
2008
$’000
$’000

27,400
8,625
12,125


27,000
27,000
17
26


35,642
66,551
The Company
2009
2008
$’000
$’000

27,400
8,625
12,125


27,000
27,000
17
26


35,642
66,551
66,551
8,625

10,688
41,509
1,293
12,125
55,500
14,705
23,599
8,625

8,874
17
12,125

12,892
26
62,115 105,929 17,516 25,043

16,312
149,778
1,237
27,400
12,295


18,126

27,400
14,108

167,327 39,695 18,126 41,508

– 196 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

(d) Fair value

The carrying amounts and fair values of borrowings at balance date are:

Consolidated
Bank loans – current
Lease liabilities – current
Bank loans – non-current
Lease liabilities – non-current
Loan from other entity non-current
The Company
Bank loans – current
Lease liabilities – current
Bank loans – non-current
Lease liabilities – non-current
At
30 June 2009
Carrying
amount
Fair value
$’000
$’000
8,625
8,625
11,296
11,296


30,213
30,213
1,293
1,293
51,427
51,427
At
30 June 2009
Carrying
amount
Fair value
$’000
$’000
8,625
8,625
11,296
11,296


30,213
30,213
1,293
1,293
51,427
51,427
At
30 June 2008
Carrying
amount
Fair value
$’000
$’000
12,519
12,519
8,337
8,337
55,106
55,106
15,261
15,261


91,223
91,223
At
30 June 2008
Carrying
amount
Fair value
$’000
$’000
12,519
12,519
8,337
8,337
55,106
55,106
15,261
15,261


91,223
91,223
91,223
8,625
17

8,625
17

3,500
9
8,625
17
3,500
9
8,625
17
8,642 8,642 12,151 12,151

The fair value of current borrowings equals their carrying amount, as the impact of discounting is not significant. The fair value of non-current borrowings at a floating interest rate is the same as their carrying value. The fair value of non-current borrowings at a fixed interest rate does not differ to their carrying value by a material amount.

(e) Risk exposures

Information about the consolidated entity’s and the Company’s exposure to risks arising from borrowings are set out in note 2.

– 197 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

26 NON-CURRENT LIABILITIES – DEFERRED TAX LIABILITIES

The balance comprises temporary
differences attributable to:
Amounts recognised in profit or loss
Trade and other receivables
Inventory
Overburden
Finance leases
Mine development
Mining tenements
Exploration and evaluation
Other intangible assets
Other
Amounts recognised directly in equity
Derivative financial instruments
Total deferred tax liabilities
Consolidated
2009
2008
$’000
$’000
1,279
892
1,765
2,891
14,954
13,432
176
67
11,110
11,455
39,812
39,966
7,547
5,372

88
45
2,206
Consolidated
2009
2008
$’000
$’000
1,279
892
1,765
2,891
14,954
13,432
176
67
11,110
11,455
39,812
39,966
7,547
5,372

88
45
2,206
The Company
2009
2008
$’000
$’000
131
323















The Company
2009
2008
$’000
$’000
131
323















76,688
76,369
1,085
131
323
76,688 77,454 131 323

27 NON-CURRENT LIABILITIES – PROVISIONS

Rehabilitation Consolidated
2009
2008
$’000
$’000
7,042
7,163
7,042
7,163
The Company
2009
2008
$’000
$’000



The Company
2009
2008
$’000
$’000



Movements in provisions

Provision for future rehabilitation of mine sites is made in accordance with note 1(t). The provision is expected to be settled when the area disturbed is no longer in use or at the end of the life of the mine. The above amount represents those areas expected to be rehabilitated after 12 months or at the end of the life of the mine.

Rehabilitation
$’000
Consolidated – 2009
Non-current
Carrying amount at start of year 7,163
Additional provision recognised – charged to mine development 150
Unused amounts reversed – credited to mine development (313)
Transfers (note 23) 42
Carrying amount at end of year 7,042

– 198 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Rehabilitation
$’000
Consolidated – 2008
Non-current
Carrying amount at start of year 5,481
Additional provision recognised – charged to mine development 1,169
Transfers (note 23) 513
Carrying amount at end of year 7,163

28 CONTRIBUTED EQUITY

(a)
Share capital
Ordinary shares
Issued and fully paid up
Consolidated and
the Company
2009
2008
Shares
Shares
196,445,038
196,325,038
196,445,038
196,325,038
Consolidated and
the Company
2009
2008
$’000
$’000
445,370
444,833
445,370
444,833
Consolidated and
the Company
2009
2008
$’000
$’000
445,370
444,833
445,370
444,833
444,833

(b) Movements in ordinary share capital:

Date
Details
1 July 2007
Opening balance
Options exercised during the year
Transfer from options reserve on exercise of
options (note 29(a))
30 June 2008
Balance
1 July 2008
Opening balance
Options exercised during the year
Transfer from options reserve on exercise of
options (note 29(a))
30 June 2009
Balance
Number of
shares
196,155,038
170,000

196,325,038
$’000
444,378
156
299
444,833
196,325,038
120,000
444,833

537
196,445,038 445,370

(c) Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle the holder to one vote either in person or by proxy at a meeting of the Company.

(d) Capital risk management

Total capital comprises total equity as shown in the balance sheet (including minority interest) plus total interest bearing liabilities. The consolidated entity’s and the Company’s primary objectives when managing capital are to ensure the continued ability to provide a consistent return for equity stakeholders through a combination of capital growth and distributions and to maintain an optimal capital structure to

– 199 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

reduce the cost of capital. In order to achieve these objectives, the consolidated entity seeks to maintain a debt to equity ratio (gearing ratio) that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the consolidated entity to meet its working capital and strategic investment needs. In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or alter the amount of debt. The gearing ratios at 30 June 2009 and 30 June 2008 were as follows:

Total borrowings (notes 22 and 25)
Total equity
Total capital
Gearing ratio
Consolidated
2009
2008
$’000
$’000
51,427
91,223
712,038
547,491
763,465
638,714
7&
14%
The Company
2009
2008
$’000
$’000
8,642
12,151
486,604
369,403
495,246
381,554
2&
3%
The Company
2009
2008
$’000
$’000
8,642
12,151
486,604
369,403
495,246
381,554
2&
3%
381,554
3%

The decrease in the gearing ratio during 2009 was primarily due to the repayment of borrowings. There have been no changes in the capital management objectives during the year, nor in the items considered to be capital.

All financial covenants specified under borrowing facilities have been complied with during the year.

(e)

Share-based payments

The following options over ordinary fully paid shares existed during 2009 for the Company and the consolidated entity.

Grant Date
Expiry date
Exercised
price
Consolidated and the Company – 2009
13 December 2005
12 December
2009 (ii)
$0.001
11 December 2006
10 December
2010 (iii)
$0.001
1 January 2008
31 December
2011(iv)
$0.001
Total
Weighted average exercise price
Weighted average fair value for options exercised
during the year
Weighted average remaining contractual life for
options outstanding
Balance
at start
of the
year
Number
30,000
75,000

105,000
$ 0.001
Granted
during
the year
Number


195,000
195,000
Exercise
during
the year
Number
(30,000)
(35,000)
(55,000)
(120,000)
$ 0.001
$ 8.32
Forfeited
during
the year
Number



Balance
at end of
the year
Number
Vested
and
exercisable
at end of
the
Number


40,000

140,000
10,000
180,000
10,000
$ 0.001
$ 0.001
2.27 years
Balance
at end of
the year
Number
Vested
and
exercisable
at end of
the
Number


40,000

140,000
10,000
180,000
10,000
$ 0.001
$ 0.001
2.27 years
10,000
$ 0.001

– 200 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Grant Date
Expiry date
Exercised
price
Consolidated and the Company – 2008
19 November 2001
7 December
2008 (i)
$ 5.20
13 December 2005
12 December
2009 (ii)
$0.001
11 December 2006
10 December
2010 (iii)
$0.001
Total
Weighted average exercise price
Weighted average fair value for options exercised
during the year
Weighted average remaining contractual life for
options outstanding
Balance
at start
of the
year
Number
30,000
200,000
100,000
330,000
$ 0.47
Granted
during
the year
Number



Exercise
during
the year
Number
(30,000)
(115,000)
(25,000)
(170,000)
$ 0.92
$ 7.04
Forfeited
during
the year
Number

(55,000)

(55,000)
$ 0.001
Balance
at end of
the year
Number
Vested
and
exercisable
at end of
the
Number


30,000

75,000

105,000

$ 0.001
2.17 years
Balance
at end of
the year
Number
Vested
and
exercisable
at end of
the
Number


30,000

75,000

105,000

$ 0.001
2.17 years
  • (i) Options exercisable upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after the grant date exceeding the hurdle price of $5.20. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights.

  • (ii) Options granted under the Felix Resources Operations General Managers Equity Participation Plan. 60,000 vest immediately, 75,000 on 13 December 2006 and 2007, and 90,000 on 13 December 2008. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager ceases to be a General Manager. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $1.73 at grant date was determined using a binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

  • The model inputs for options granted during 2006 included:

  • (a) exercise price: $0.001

  • (b) grant date: 13 December 2005

  • (c) expiry date: 12 December 2009

  • (d) weighted average share price at grant date: $1.91

  • (e) expected price volatility of the Company’s shares: 55%

  • (f) expected dividend yield: 2.50%

  • (g) risk-free interest rate: 5.18%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

  • (iii) Options granted under the Felix Resources Operations General Managers Equity Participation Plan. 25,000 options vest on 11 December 2007, 35,000 on 11 December 2008, and 40,000 on 11 December 2009. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager ceases to be a General Manager. The

– 201 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $4.00 at grant date was determined using a binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

The model inputs for options granted during 2007 included:

  • (a) exercise price: $0.001

  • (b) grant date: 11 December 2006

  • (c) expiry date: 10 December 2010

  • (d) weighted average share price at grant date: $4.16

  • (e) expected price volatility of the Company’s shares: 43%

  • (f) expected dividend yield: 1.00%

  • (g) risk-free interest rate: 5.86%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

  • (iv) Options granted under the Felix Resources General Managers Equity Participation Plan and the Felix Resources

CFO Equity Participation Plan. The option plans were entered into on 28 August 2008 with an effective grant date of 1 January 2008. 65,000 options vest on 1 January 2009, 65,000 on 1 January 2010, and 65,000 on 1 January 2011. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager or the CFO ceases to be a General Manager or the CFO. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $6.28 at grant date was determined using a binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

The model inputs for options granted during 2009 included:

  • (a) exercise price: $0.001

  • (b) grant date: 1 January 2008

  • (c) expiry date: 31 December 2011

  • (d) weighted average share price at grant date: $7.98

  • (e) expected price volatility of the Company’s shares: 48%

  • (f) expected dividend yield: 6.00%

  • (g) risk-free interest rate: 6.60%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

– 202 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (v) Forfeited share options were those granted under the Felix Resources Operations General Managers Equity Participation Plan which lapsed upon the resignation of a General Manager on 2 July 2007.

(f) Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows:

Options granted Consolidated
2009
2008
$’000
$’000
1,009
135
The Company
2009
2008
$’000
$’000
1,009
135

29 RESERVES AND RETAINED PROFITS

(a)
Reserves
Capital profits
Hedging reserve
Option reserve
Foreign currency translation reserve
Movements in reserves:
Capital profits
Balance 1 July
Transfer to retained profits
Balance 30 June
Hedging reserve
Balance 1 July
Losses recognised
Transferred to profit
Current tax
Deferred tax
Balance 30 June
Movements in reserves:
Option reserve
Balance 1 July
Share-based payment expense
Options exercised, transfer to
share capital (note 28(b))
Balance 30 June
Consolidated
2009
2008
$’000
$’000

4,285
15,041
(24,224)
707
235
424
424
16,172
(19,280)
Consolidated
2009
2008
$’000
$’000

4,285
15,041
(24,224)
707
235
424
424
16,172
(19,280)
The Company
2009
2008
$’000
$’000

4,285


707
235


707
4,520
The Company
2009
2008
$’000
$’000

4,285


707
235


707
4,520
4,520
4,285
(4,285)
4,285
4,285
(4,285)
4,285
4,285 4,285
(24,224)
(19,868)
75,960
(7,527)
(9,300)
1,573
(12,370)
(24,482)
290
10,765




1,422
(1,065
(967
290
320
15,041 (24,224)
235
1,009
(537)
399
135
(299)
235
1,009
(537)
399
135
(299
707 235 707 235

Foreign currency translation reserve

– 203 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Balance 1 July
Balance 30 June
(b)
Retained profits/(Accumulated losses)
Balance 1 July
Profit attributable to the members of
Felix Resources Limited
Dividends
Transfer from capital profits reserve
Balance 30 June
Consolidated
2009
2008
$’000
$’000
424
424
424
424
Consolidated
2009
2008
$’000
$’000
424
424
424
424
The Company
2009
2008
$’000
$’000




(79,950)
(99,954)
259,537
37,666
(143,345)
(17,662)
4,285

40,527
(79,950)
The Company
2009
2008
$’000
$’000




(79,950)
(99,954)
259,537
37,666
(143,345)
(17,662)
4,285

40,527
(79,950)
118,410
267,428
(143,345)
4,285
(52,189)
188,261
(17,662)
(79,950)
259,537
(143,345)
4,285
(99,954
37,666
(17,662
246,778 118,410 40,527

(c) Nature and purpose of reserves

(i) Capital profits

The capital profits reserve was used to record non-trading capital profits and the entire balance of the reserve was transferred to retained profits during the year.

(ii) Hedging reserve

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in equity, as described in note 1(x). Amounts are recognised in the income statement or as part of property, plant and equipment when the associated hedge transaction occurs.

(iii) Option reserve

The options reserve is used to recognise the fair value at grant date of options issued but not exercised. The options comprising this reserve at 30 June 2009 are those issued under the Felix Resources Operations General Managers Equity Participation Plan and the Felix Resources CFO Equity Participation Plan.

(iv) Foreign currency translation reserve

Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve, as described in note 1(w). The reserve is recognised in profit and loss when the net investment is disposed of.

30 MINORITY INTEREST

Interest in:
Share capital
Reserves
Accumulated losses
Consolidated
2009
2008
$’000
$’000
961
961
3,127
3,127
(370)
(560)
3,718
3,528

– 204 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

31 DIVIDENDS

The Company
2009 2008
$’000 $’000
(a) Ordinary shares
Dividend of 50.00 cents per share paid on 31 October 2008, partially
franked (30%) (2008: 6.00 cents per share, unfranked) 98,163 11,772
Dividend of 3.00 cents per share paid on 31 March 2009, fully
franked (2008: 3.00 cents per share, unfranked) 5,893 5,890
Special dividend of 20.00 cents per share paid on 31 March 2009,
fully franked (2008: Nil) 39,289
143,345 17,662
(b) Dividend on ordinary shares proposed and not recognised as a liability
Fully franked dividend of 50 cents per share (2008: 50.00 cents per
share, partially franked (30%)) 98,228 98,163

(c) Franking credit balance

The amount of franking credits available for the subsequent reporting periods is:

Franking account balance
as at the end of the year at 30%
(2008: 30%)
Franking credits that will arise from
the payment of the amount of the
provision for income tax
Franking debits that will arise from
the payment of dividends proposed
but not recognised as a liability
Balance available for the
subsequent reporting period
Consolidated
2009
2008
$’000
$’000
8,282
204
83,856
18,935
(42,098)
(12,621)
50,040
6,518
The Company
2009
2008
$’000
$’000
8,282
204
83,856
18,935
(42,098)
(12,621)
50,040
6,518
The Company
2009
2008
$’000
$’000
8,282
204
83,856
18,935
(42,098)
(12,621)
50,040
6,518
6,518

32 KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Directors

The following persons were directors of Felix Resources Limited during the financial year:

  • (i) Chairman – non-executive

  • Travers Duncan (appointed as Chairman on 2 April 2007)

    • (appointed to Board on 15 April 2005)
  • (ii) Executive directors

  • Brian Flannery, Managing Director (appointed 21 March 2006)

     - (appointed to Board 15 April 2005)
    

– 205 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (iii) Non-executive directors

John Kinghorn (appointed 1 September 2005) Vincent O’Rourke (appointed 2 August 2007) Hans Mende (appointed 29 October 2007)

(b) Other key management personnel

The following persons also had authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, during the financial year:

Name Position Employer
Michael Chapman Chief Operating Officer Felix Resources Limited
(appointed 1 July 2007)
Craig Smith Chief Financial Officer and Company Felix Resources Limited
Secretary (appointed 1 February
2008)
Goran Stamenkovic General Manager Marketing Felix Resources Limited
(appointed 1 February 2008)

(c) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
2009
2008
$
$
3,717,491
2,009,839
282,661
148,625
642,015

4,642,167
2,158,464
The Company
2009
2008
$
$
3,717,491
2,009,839
282,661
148,625
642,015

4,642,167
2,158,464
The Company
2009
2008
$
$
3,717,491
2,009,839
282,661
148,625
642,015

4,642,167
2,158,464
2,158,464

Further details regarding the compensation of key management personnel can be found in the Remuneration Report within the Directors’ Report.

(d) Equity instrument disclosures relating to key management personnel

(i) Option holdings

There were no options over ordinary shares in the Company held during the year by directors of the Company, including their related parties. The number of options over ordinary shares in the Company held during the year by other key management personnel of the consolidated entity, including their related parties, are set out below.

2009

Name
Other key management
Michael Chapman (1)
Goran Stamenkovic
Craig Smith
Total
Balance
at the
start of
the year
Granted as
compensation
Exercised
personnel of the consolidated entity
30,000
45,000
(45,000)

60,000
(20,000)

30,000
(10,000)
30,000
135,000
(75,000)
Other
changes



Balance
at end of
the year
Vested
and
exercisable
30,000

40,000

20,000

90,000
Unvested
30,000
40,000
20,000
90,000

– 206 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

There were no options over ordinary shares in the Company held during the year ended 30 June 2008 by directors of the Company and other key management personnel of the consolidated entity, including their related parties.

  • (1) Balance at the start the of the year relates to options acquired under an option plan that was in place before Mr. M. Chapman was a key management person.

(ii) Share holdings

The numbers of shares in the Company held during the financial year by each director of Felix Resources Limited and other key management personnel of the consolidated entity, including their personally related parties, are set out below.

2009

Name
Directors of Felix Resources
Limited
Hans Mende
Travers Duncan
Brian Flannery
Other key management
personnel of the
consolidated entity
Michael Chapman(1)
Goran Stamenkovic
Craig Smith
Total
2008
Name
Directors of Felix Resources
Limited
Hans Mende (2)
Travers Duncan
Brian Flannery
Other key management
personnel of the
consolidated entity
David Knappick (3)
Joseph Butta (3)
Total
Balance at
the start of
the year
37,601,724
29,948,706
29,450,000
40,000


97,040,430
Balance at
the start of
the year
37,601,724
29,948,706
29,450,000
14,550,000
9,700,000
121,250,430
Received
during the
year on the
exercise of
options



45,000
20,000
10,000
75,000
Received
during the
year on the
exercise of
options





Other
changes
during the
year







Other
changes
during the
year



(14,550,000)
(9,700,000)
(24,250,000)
Balance at
the end of
the year
37,601,724
29,948,706
29,450,000
85,000
20,000
10,000
97,115,430
Balance at
the end of
the year
37,601,724
29,948,706
29,450,000

97,000,430

– 207 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (1) Balance at the start of the year relates to options exercised from an option plan that was in place before Mr. M. Chapman was a key management person.

  • (2) Mr. H. Mende became a key management person upon his appointment as a director on 29 October 2007. Mr. H. Mende has a partial interest in these shares through a director related entity.

  • (3) Net change other relates to shareholdings at date of resignation 31 January 2008.

(iii) Aggregates for key management personnel

The The
Consolidated Consolidated Company Company
2009 2008 2009 2008
$ $ $ $
Aggregate proceeds received
from other key management
personnel on the exercise of
options and recognised as
issued capital 75 75
Fair value of shares issued to
other key management
personnel on the exercise of
options as at their issue date 634,500 634,500

(e) Loans to directors and other key management personnel

Balance at the start of the year
Loans advanced
Loan repayments received
Interest payable for the year
Interest paid
Balance at the end of the year
Highest indebtedness during the year
Number of persons in the Group
aggregate at the end of the year
Consolidated
2009
Aggregate
for key
management
personnel

1,827,002
(24,898)
169,485
(169,485)
1,802,104
1,889,184
1
Consolidated
2009
Individuals
with loans
above
$100,000
during the
financial
year

1,827,002
(24,898)
169,485
(169,485)
1,802,104
1,889,184
1
Consolidated
2008
Aggregate
for key
management
personnel







Consolidated
2008
Individuals
with loans
above
$100,000
during the
financial
year





Loan to Mr. B. Flannery for the acquisition of a Grazing Homestead Perpetual Lease in respect of property situated at Minerva. Mr. B. Flannery and Minerva Coal Pty Ltd have entered into a Deed of Licence under which Minerva is using part of the property as an access to its mining lease situated upon the property. The loan is a secured interest bearing loan, interest is compounded daily and payable twice yearly at the rate of 10.45% per annum.

– 208 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(f) Transactions with directors and other key management personnel

Transactions with directors of the Company and other key management personnel, including their related parties, are on commercial terms and conditions no more favourable than those available to other parties under similar circumstances unless otherwise stated.

Profit after tax includes the following items of revenue and expenses that resulted from transactions with directors of the Company and other key management personnel, including their related parties.

Amounts recognised as revenue
Receipts by Ashton Coal Mines Limited from Energy Coal Marketing
Pty Limited for the sale of thermal coal. Mr. H. Mende is an
indirect shareholder in Energy Coal Marketing Pty Limited
Receipts by Ashton Coal Mines Limited from Coalroc Contractors
Pty Ltd for property rental. Mr. B. Flannery, Mr. T. Duncan, Mr.
D. Knappick and Mr. J. Butta are the majority shareholders in
Coalroc Contractors Pty Ltd
Total recognised as revenue
Amounts recognised as expense
Payments to Coalroc Contractors Pty Ltd by Ashton Coal Operations
Pty Limited, as operator of the Ashton Joint Venture for mining
contracting and equipment hire.
Payments to Coalroc Contractors Pty Ltd by Ashton Coal Operations
Pty Limited, as operator of the Ashton Joint Venture for interest on
finance leases (refer note 6)
Payment to Coalroc Contractors Pty Ltd by UCC Energy Pty Limited
for trade services
Payments to Yunaga Mine Services Pty Ltd by Ashton Coal
Operations Pty Limited, as operator of the Ashton Joint Venture
for trade services. Coalroc Contractors Pty Ltd owned 50% of the
share capital of Yunaga Mine Services Pty Ltd up until 15
September 2007. Coalroc Contractors Pty Ltd reduced its
shareholding to nil on this date.
Payments to Mr. B. Flannery for land access licence fees by Minerva
Coal Pty Ltd
Total recognised as an expense
Assets and liabilities include the following items that resulted from
transactions with directors of the Company and other key
management personnel, including their related parties.
Amounts recognised as property, plant and equipment
Fair value of plant & equipment acquired from Coalroc Contractors
Pty Ltd by Tonford Pty Ltd
Payments to Coalroc Contractors Pty Ltd by Ashton Coal Operations
Pty Limited, as operator of the Ashton Joint Venture for mining
contracting and equipment hire
Payments to Yunaga Mine Services Pty Ltd by Ashton Coal
Operations Pty Limited, as operator of the Ashton Joint Venture
for mining contracting
Fair value of plant & equipment acquired from Coalroc Contractors
Pty Ltd by Ashton Coal Operations Pty Limited, as operator of the
Ashton Joint Venture.
Total recognised as assets
Consolidated
2009
2008
$
$
29,085,582

1,872

29,087,454
Consolidated
2009
2008
$
$
29,085,582

1,872

29,087,454
3,801,702
192,479


176,712
2,818,008
493,594
1,040
1,073
4,170,893 3,313,715
16,890


810,000

58,907
2,864
826,890 61,771

– 209 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Interest bearing liabilities
Current
Fair value of finance lease agreements with Coalroc Contractors Pty
Ltd by Ashton Coal Operations Pty Limited, as operator of the
Ashton Joint Venture
Non-current
Fair value of finance lease agreements with Coalroc Contractors Pty
Ltd by Ashton Coal Operations Pty Limited, as operator of the
Ashton Joint Venture
Total recognised as liabilities
Consolidated
2009
2008
$
$
103,870
1,978,018

141,897
103,870
2,119,915
Consolidated
2009
2008
$
$
103,870
1,978,018

141,897
103,870
2,119,915
2,119,915

Finance lease agreements with Coalroc Contractors Pty Ltd relate to mining equipment and have remaining lease terms ranging up to 3 months with the option to purchase the assets at completion of the lease term for the contracted value. The effective discount rate implicit in the leases range from 12% – 13.4%.

Lease liabilities are secured by the leased assets.

(g) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with directors of the Company and other key management personnel, including their related parties.

Current receivables
Trade Debtors
Receivable by Ashton Coal Mines Limited from Coalroc Contractors
Pty Ltd
Current payables
Trade Creditors
Payable by Ashton Coal Operations Pty Limited, as operator of the
Ashton Joint Venture, to Coalroc Contractors Pty Ltd
2009
$
144
144
2008
$
261,570 361,466
261,570 361,466

– 210 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

33 REMUNERATION OF AUDITORS

Consolidated
2009
2008
$
$
Amounts paid or payable to BDO Kendalls
for:
Audit and review of financial reports
328,221
329,254
Non-audit services
Tax compliance
110,317
93,310
Tax consulting
1,515

Accounting consulting
89,500

Amounts paid or payable to a related
practice of BDO Kendalls for:
Audit and review of financial reports
10,403
10,121
Non-audit services
Tax compliance
2,508
9,902
Tax consulting
1,197

543,661
442,587
COMMITMENTS
(a)
Capital expenditure commitments
Estimated capital expenditure contracted for at the reporting date but no
Consolidated
2009
2008
$’000
$’000
Property, plant and equipment
Not later than one year
Share of joint ventures
168,118
6,850
Other
784
4,989
Mine development
Not later than one year
Share of joint ventures
5,793

Freehold land and buildings
Not later than one year
Share of joint ventures

56
Other
3,748

Exploration expenditure
Not later than one year
Share of joint ventures
443
1,034
Total capital expenditure
commitments
178,886
12,929
The Company
2009
2008
$
$
275,000
275,000
84,532
55,165
1,515

89,500

10,403
10,121
2,508
9,902
1,197

464,655
350,188
t provided for:
The Company
2009
2008
$’000
$’000


784









784
The Company
2009
2008
$
$
275,000
275,000
84,532
55,165
1,515

89,500

10,403
10,121
2,508
9,902
1,197

464,655
350,188
t provided for:
The Company
2009
2008
$’000
$’000


784









784

34 COMMITMENTS

– 211 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(b) Lease expenditure commitments

  • (i) Non-cancellable operating leases
Commitments for minimum
lease payments in relation
to non-cancellable operating
leases are payable as
follows:
Not later than one year
Later than one year but not
later than five years
Total lease expenditure
commitments not recognised
in the financial statements
1,257
500
1,757
1,695
1,356
3,051
408
409
817
393
615
1,008

Operating leases have remaining lease terms ranging from 3 months to 5 years. Items that are subject to operating leases include mining equipment, office space and small items of office equipment. The consolidated entity does not have an option to purchase the leased assets at the expiry of the lease period.

  • (ii) Finance leases
Commitments in relation to
finance leases are payable
as follows:
Not later than one year
Later than one year and not
later than five years
Later than five years
Total minimum lease
payments
Less future finance charges
Recognised as a liability
Finance leases are included
in the financial statements
as:
Current lease liability
(note 22)
Non-current lease liability
(note 25)
Consolidated
2009
2008
$’000
$’000
14,452
10,145
37,031
15,128
1,600
2,132
53,083
27,405
Consolidated
2009
2008
$’000
$’000
14,452
10,145
37,031
15,128
1,600
2,132
53,083
27,405
The Company
2009
2008
$’000
$’000
18
10

18


18
28
The Company
2009
2008
$’000
$’000
18
10

18


18
28
28
(11,574) (3,807) (1) (2
41,509 23,598 17 26
11,296
30,213
8,337
15,261
17
9
17
41,509 23,598 17 26

– 212 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Finance leases relate to mining vehicles and machinery with lease terms between 3 and 7 years. These leases have terms of renewal at the discretion of the specific entity that holds the lease with some purchase options but no escalation clauses. The leases are subject to review of financial covenant ratios on a quarterly basis and contain restrictions on further indebtedness for one particular lease.

35 RELATED PARTY TRANSACTIONS

(a) Parent entity and subsidiaries

The ultimate parent entity in the consolidated entity is Felix Resources Limited.

The consolidated entity consists of Felix Resources Limited and its controlled entities, the ownership interests of which are set out in note 36.

Transactions between Felix Resources Limited and other entities in the consolidated entity during the years ended 30 June 2009 and 2008 consisted of:

  • i) loans advanced by Felix Resources Limited;

  • ii) loans repaid to Felix Resources Limited;

  • iii) the payment of interest on the above loans;

  • iv) the payment of dividends to Felix Resources Limited;

  • v) the provision of administration, accounting, management, marketing and hire services by Felix Resources Limited and other entities in the consolidated entity, and

  • vi) transactions between Felix Resources Limited and its Australian controlled entities under the tax sharing agreement described in note 8(e).

(b) Associates and joint ventures

Associated entities are set out in note 15 and joint ventures in which the consolidated entity is a venturer are set out in note 38.

Transactions with associates and joint ventures during the years ended 30 June 2009 and 2008 consisted of:

  • i) loans advanced by Felix Resources Limited, subsidiaries or joint ventures to associated entities;

  • ii) loans repaid to Felix Resources Limited, subsidiaries or joint ventures from associated entities;

  • iii) sales of coal by a subsidiary to an associated entity under terms and conditions specified in the Ashton Coal Joint Venture Agreement;

  • iv) the provision of administration, accounting, marketing, management and hire services by Felix Resources Limited or subsidiaries to associated entities and joint ventures; and

  • v) sale of coal by a subsidiary to a joint venture.

(c) Key management personnel

Disclosures relating to key management personnel are set out in note 32.

– 213 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(d) Transactions with related parties

The following transactions occurred with related parties:

Consolidated Consolidated The Company The Company
2009 2008 2009 2008
$ $ $ $
Sales of goods and services
Sales of coal to associated entities 432,743,216 195,020,990
Sales of management and
marketing services to
controlled entities 524,644 1,152,000
Sales of management and
marketing services to joint
ventures 7,546,934 3,957,741 682,946 969,600
Sales of marketing services to
associated entities 325,612 240,000 814,030 600,000
Sales of coal to joint venture 24,599,489 10,523,566
Dividend revenue
Dividends received from
subsidiaries 265,240,000
Doubtful debt expense
Write-down of advances to
subsidiaries 6,833,306 101,507
Reversal of write-down of
advances to subsidiary (656)
Bad debt
Write-off of advances to
subsidiary against accumulated
impairment provision 1,635,948
Debt forgiven gain
Write-back of payables to
subsidiaries 566

(e) Outstanding balances arising from transactions with related parties

Balances outstanding at the reporting date to related parties are unsecured and subordinate to other liabilities. Balances outstanding at the reporting date from related parties are also unsecured, non-interest bearing and repayable on demand.

The following balances are outstanding at the reporting date in relation to transactions with related

parties.

– 214 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Consolidated Consolidated The Company The Company
2009 2008 2009 2008
$ $ $ $
Current receivables
Advances to controlled entities:
Receivable from Minerva Coal Pty
Ltd being an unsecured,
non-interest bearing loan 3,203,125 3,228,831
Advance to Minerva Coal Pty Ltd 244,972
Trade debtors
Receivable from Ashton Coal
Mines Limited 19,342,098 41,221,432 8,604
Receivable from controlled entities
Receivables from 100% owned
subsidiaries under tax sharing
agreement (note 10) 192,160,015 81,788,998
Non-current receivables
Advances to controlled entities
Receivable from Minerva Coal Pty
Ltd being an unsecured,
non-interest bearing loan 748,285 748,285
Receivable from SASE Pty Ltd
being an unsecured, non-interest
bearing loan 31,271,655 31,271,655
Less: Accumulated impairment
losses (31,271,655) (31,271,655)
Receivable from 100% owned
subsidiaries 59,300,160 50,625,507
Less: Accumulated impairment
losses (35,823,298) (30,625,507)
Advances to associated entities
Receivable from Ashton Coal
Mines Limited being an
unsecured, non-interest bearing
loan 10,376,000 8,171,131
Current payables
Advances from 100% owned
subsidiaries 130,187,913 56,403,000

(f) Terms and conditions

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

– 215 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

36 CONTROLLED ENTITIES

Name of entity
Country of
incorporation
The Company:
Felix Resources Limited
Australia
Controlled entities – at cost:
Auriada Limited
Ireland
Ballymoney Power Limited
Ireland
Balhoil Nominees Pty Ltd
Australia
South Australian Coal Corp Pty Limited
Australia
SASE Pty Ltd
Australia
Athena Coal Pty Ltd
Australia
Minerva Mining Pty Ltd
Australia
Felix Coal Sales Pty Ltd
Australia
Proserpina Coal Pty Ltd
Australia
Minerva Coal Pty Ltd
Australia
Yarrabee Coal Company Pty Ltd
Australia
White Mining Limited
Australia
White Mining Services Pty Limited
Australia
Tonford Pty Ltd
Australia
Moorlarben Coal Operations Pty Ltd
Australia
Moolarben Coal Mines Pty Limited
Australia
Ashton Coal Operations Pty Limited
Australia
White Mining (NSW) Pty Limited
Australia
UCC Energy Pty Limited
Australia
Agrarian Finance Pty Ltd
Australia
Advanced Clean Coal Technology Pty Limited
Australia
White Mining Research Pty Ltd
Australia
Felix NSW Pty Ltd
Australia
Moolarben Coal Sales Pty Ltd
Australia
Controlled entities – at cost:
Balhoil Nominees Pty Ltd
Less: Accumulated impairment loss
SASE Pty Ltd
Less: Accumulated impairment loss
Minerva Coal Pty Ltd
Yarrabee Coal Company Pty Ltd
White Mining Limited
The Company Owned
2009
2008
%
%
100
100
100
100
100
100
100
100
90
90
100
100
100
100
100
100
100
100
51
51
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
2009
2008
$’000
$’000
839
839
(839)
(839)
14,504
14,504
(14,504)
(14,504)
3,614
3,614
14,910
14,910
222,869
222,869
241,393
241,393

All controlled entities have 30 June balance dates. All equity interests are held in ordinary shares. All controlled entities are vehicles for exploration, development and operational activities of the consolidated entity. The proportion of ownership interest is equal to the proportion of voting power held.

– 216 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

37 DEED OF CROSS GUARANTEE

A deed of cross-guarantee between Felix Resources Limited and its wholly-owned subsidiaries Yarrabee Coal Company Pty Ltd, South Australian Coal Company Pty Ltd and Balhoil Nominees Pty Ltd. The deed was enacted during 2004 and relief was obtained from preparing a financial report for Yarrabee Coal Company Pty Ltd under ASIC Class Order 98/1418. Under the deed, Felix Resources Limited guarantees to support the liabilities and obligations of the subsidiaries. The above companies represent a Closed Group for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Felix Resources Limited, they also represent the Extended Closed Group. The following are the aggregate totals for the Closed Group, for each category, relieved under the deed.

Financial information in relation to:

(a)
Income statement
Profit before income tax
Income tax (expense)/revenue
Profit for the year
(b)
Retained profits/(Accumulated losses)
Accumulated losses at the beginning of the financial year
Profit for the year
Transfer from capital profits reserve
Dividends paid
Retained profits/(Accumulated losses) at the end
of the financial year
(c)
Balance sheet
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Other assets
Total current assets
Non-current assets
Trade and other receivables
Other financial assets
Property, plant and equipment
Exploration and evaluation assets
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
CLOSED
GROUP
2009
$’000
330,061
(25,851)
304,210
CLOSED
GROUP
2008
$’000
27,932
33,755
61,687
(84,541)
61,687

(17,662)
(40,516)
111,032
99,839
15,727
55
22,760
249,413
20,748
226,483
19,345
2,020
10,733
2,412
281,741
531,154
(40,516)
304,210
4,285
(143,345)
(84,541
61,687

(17,662
124,634
252,012
168,126
21,989

27,907
111,032
99,839
15,727
55
22,760
470,034
24,736
226,483
66,157
4,296
15,053
1,816
20,748
226,483
19,345
2,020
10,733
2,412
338,541
808,575

– 217 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

LIABILITIES
Current liabilities
Payables
Interest bearing liabilities
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Payables
Interest bearing liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained profits/(Accumulated losses)
Total equity
CLOSED
GROUP
2009
$’000
85,791
11,243
83,856

180,890
CLOSED
GROUP
2008
$’000
69,256
4,300
18,935

92,491
2,679
13,745
11,195
2,089
29,708
122,199
408,955
444,833
4,638
(40,516)
408,955
3,726
26,078
18,830
2,089
2,679
13,745
11,195
2,089
50,723
231,613
576,962
445,370
6,958
124,634
444,833
4,638
(40,516
576,962

38 INTERESTS IN JOINT VENTURES

Interest in Joint Venture Operations

A controlled entity, Yarrabee Coal Company Pty Ltd, has a 50% interest in the output of Boonal Joint Venture whose principal activity is the provision of a coal haul road and train load out facilities.

A controlled entity, Proserpina Coal Pty Ltd, has a 51% interest in the output of Minerva Joint Venture whose principal activity is the development and operation of an open-cut coal mine.

A controlled entity, Athena Coal Pty Ltd, has a 51% interest in the Athena Joint Venture whose principal activity is coal exploration.

A controlled entity, White Mining (NSW) Pty Limited, has a 60% interest in the output of Ashton Joint Venture whose principal activity is the development and operation of open-cut and underground coal mines.

A controlled entity, Moolarben Coal Mines Pty Limited, has a 80% interest in the output of the Moolarben Coal Joint

Venture whose principal activity is the development and operation of open-cut and underground coal mines.

– 218 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The consolidated entity’s interest in the assets, liabilities, revenue and expenses of the joint ventures are included in the consolidated financial statements, in accordance with accounting policy 1(k) under the following classifications:

Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment
Exploration and evaluation assets
Intangible assets
Total non-current assets
Share of assets employed in joint
venture operations
Current liabilities
Trade and other payables
Interest bearing liabilities
Provisions
Total current liabilities
Non-current liabilities
Interest bearing liabilities
Provisions
Total non-current liabilities
Share of liabilities employed in
joint venture operations
Consolidated
2009
2008
$’000
$’000
11,863
3,467
3,319
2,304
23,081
16,084
23,792
24,871
62,055
46,726
Consolidated
2009
2008
$’000
$’000
11,863
3,467
3,319
2,304
23,081
16,084
23,792
24,871
62,055
46,726
The Company
2009
2008
$’000
$’000









The Company
2009
2008
$’000
$’000









11,158
199,582
20,723
187,446
8,163
170,284
16,381
192,107






418,909
480,964
386,935
433,661

38,642
8,678
566
32,448
7,511
608




47,886 40,567
5,429
4,954
10,142
5,074


10,383
58,269
15,216
55,783

For capital expenditure commitments relating to joint venture operations refer to note 34. For contingent liabilities relating to joint venture operations refer to note 41.

– 219 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Share of joint venture operations’ revenue, expenses and results:
Revenues
Expenses
Loss before income tax
Consolidated
2009
2008
$’000
$’000
547
481
(267,668)
(207,428)
(267,121)
(206,947)

39 RECONCILIATION OF PROFIT AFTER INCOME TAX TO THE NET CASH FLOWS FROM OPERATING ACTIVITIES

Profit for the year
Dividends received
Depreciation of non-current assets
Amortisation of leased assets
Amortisation of mining tenements
Amortisation of exploration
Amortisation of other intangible assets
Amortisation of Minerva deferred purchase
consideration
Net loss on disposal of property, plant &
equipment
Net gain on disposal of 20% of Moolarben
Joint Venture
Net loss on disposal of 28.7% of Athena
Joint Venture
Non-cash cash flow hedge gains transferred
to profit for the year
Cash received on cash flow hedges not yet
recognised in profit
Share-based payments expense
Share of net (profits)/losses of associates
accounted for using the equity method
Provision for write-down of advances to
controlled entities
Changes in assets and liabilities, net of
effects from disposal of interests in joint
ventures and projects (refer note 5)
Decrease/(increase) in trade & other
receivables
Increase in inventory
Decrease/(increase) in prepayments
Decrease in deferred tax assets
Increase in overburden in advance
Increase in trade and other payables
Increase in employee benefits
Increase in tax provision
Increase/(decrease) in deferred tax
liabilities
Net cash inflow/(outflow) from operating
activities
Consolidated
2009
2008
$’000
$’000
267,618
188,460


17,602
15,805
7,665
7,078
4,642
4,665
287
314
1,178
777
220
204
12
14

(123,657)

34

(967)
25,091

1,009
135
(21)
17


20,962
(61,602)
(13,259)
(8,951)
1,048
(1,603)
3,259
48,243
(5,074)
(7,521)
4,185
14,271
4,597
1,072
57,191
19,262
319
(1,846)
398,531
94,204
The Company
2009
2008
$’000
$’000
259,537
37,666
(265,240)

198
209
9
4




168
156
220
204







(967)


1,009
135


6,833
101
(110,858)
(71,071)


(31)
49
4,736
9,484


63
28
543
298
64,921
19,225
(192)
328
(38,084)
(4,151)

– 220 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Non-cash investing and financing activities

Finance lease transactions

During the year the consolidated entity acquired plant and equipment with an aggregate fair value of $27,477,000 (2008: $6,803,000) by means of finance leases. These acquisitions are not included in the cash flow statements.

40 EARNINGS PER SHARE

(a) Reconciliation of earnings used in calculating earnings per share

Profit after income tax
Profit attributable to minority interest
Profit from continuing operations attributable to the ordinary equity
holders of Felix Resources Limited used in calculating basic and
diluted earnings per share
Consolidated
2009
2008
$’000
$’000
267,618
188,460
(190)
(199)
267,428
188,261
Consolidated
2009
2008
$’000
$’000
267,618
188,460
(190)
(199)
267,428
188,261
188,261

(b) Weighted average number of shares used in calculating earnings per share

Weighted average number of ordinary shares used as the denominator
in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options
Weighted average number of ordinary shares and potential ordinary
shares used as the denominator in calculating diluted earnings per
share
Consolidated
2009
2008
Number
Number
196,378,189
196,261,627
246,829
158,285
196,625,018
196,419,912
Consolidated
2009
2008
Number
Number
196,378,189
196,261,627
246,829
158,285
196,625,018
196,419,912
196,419,912

– 221 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

41 CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Guarantees
(a)
Parent entity and consolidated entity
Guarantees secured over deposits
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
(b)
Joint ventures
Guarantees secured over deposits
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
Consolidated
2009
2008
$’000
$’000
701
149
1,651
7,403
2,472
2,130
75
75
69
69
5,720
4,879
10,688
14,705
The Company
2009
2008
$’000
$’000
623
72
1,343
7,095
2,472
2,130




4,436
3,595
8,874
12,892
The Company
2009
2008
$’000
$’000
623
72
1,343
7,095
2,472
2,130




4,436
3,595
8,874
12,892
12,892

– 222 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

42 DISPOSAL OF INTEREST IN JOINT VENTURE

Consolidated The Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Disposal of interest in Moolarben Joint Venture

Effective 30 June 2007 the consolidated
entity disposed of 10% of its interest in
the Moolarben Coal Project. This
transaction decreased Felix’s interest in
the coal project from 100% to 90% and
resulted in the formation of the
Moolarben Joint Venture. As the sale was
subject to various conditions, only the
first tranche of the sale proceeds
amounting to $20,000,000 was
recognised during the year ended 30
June 2007. The balance of the sale
proceeds were recognised during the year
ended 30 June 2008. Effective 29
February 2008 the consolidated entity
disposed of 10% of its interest in the
Moolarben Joint Venture. This
transaction decreased Felix’s interest in
the joint venture from 90% to 80%. The
disposal details are set out below.
Consideration:
Cash received
Net assets of the Moolarben Joint Venture
disposed:
Exploration and evaluation assets
Freehold land & buildings
Mining tenements
Carrying amount of assets disposed
Gain on disposal of assets before tax
(note 5)






157,863
157,863
1,473
1,385
31,348
34,206
123,657








43 EVENTS OCCURING AFTER THE BALANCE SHEET DATE

(a) Potential change of control

On 13 August 2009 the Directors announced the Company had entered into a binding Scheme Implementation Agreement with Yanzhou Coal Mining Limited (“Yanzhou”), a publicly-traded company that is listed in Hong Kong, New York and Shanghai. Pursuant to the agreement, Felix Directors will unanimously recommend the scheme to Felix shareholders by means of which Yanzhou will acquire all of Felix’s issued shares. On completion of the Offer shareholders will have received:

  • (i) a cash payment of A$16.95 per share;

  • (ii) dividends totalling A$1.00 per share; and

– 223 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (iii) an in-specie distribution of shares in South Australian Coal Corp Pty Limited which will have a cash backing of A$0.05 per share and coal and mineral exploration tenements in South Australia.

Completion of the transaction is subject to a number of conditions including:

  • (i) the Independent Expert concluding that the Scheme of Arrangement is in the best interests of Felix shareholders;

  • (ii) there being no Superior Offer;

  • (iii) shareholder and relevant government approvals for both parties; and

  • (iv) ‘spin-off’ by Felix of the wholly-owned subsidiary South Australian Coal Corp Pty Limited.

(b) Derivative financial instruments

Forward foreign exchange contracts – cash flow hedges

As set out in note 11(a) the consolidated entity enters into forward foreign exchange contracts to reduce the foreign exchange rate related volatility of the consolidated entity’s revenue stream. Subsequent to balance date the consolidated entity entered into further forward foreign exchange contracts as set out below.

Less than 6 months
6 months to 1 year
Sell United States dollars
2009
2008
US$’000
US$’000
25,000
140,000
30,000

55,000
140,000
Average exchange rates
2009
2008
US$
US$
0.7674
0.9365
0.7674

0.7674
0.9365
Average exchange rates
2009
2008
US$
US$
0.7674
0.9365
0.7674

0.7674
0.9365
0.9365

(c) Moolarben capital expenditure commitments

Since 30 June 2009, the consolidated entity has entered into a share of capital expenditure commitments amounting to $39,954,000 for the construction and development of the Moolarben Joint Venture mine.

44 NATIVE TITLE

Native title describes the rights and interests in Australia of Aboriginal and Torres Strait Islander peoples in land and waters, according to their traditional laws and customs. Native title claims exist over all or part of the areas covered by the consolidated entity’s exploration licences in South Australia, Queensland and New South W ales. Under the Native Title Act these areas are protected for all current and future mining operations on existing mining leases.

45 COMPANY DETAILS

The registered office and principal place of business of the Company is:

Felix Resources Limited Level 6 316 Adelaide Street Brisbane, Qld. 4000 Australia

– 224 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

The following is an extract of the audited financial statements of Felix Group for the year ended 30 June 2008, which are prepared in accordance with the Australian Accounting Standards which complies with the International Financial Reporting Standards, as extracted from the annual report of Felix for the year ended 30 June 2008.

Balance Sheets

as at 30 June 2008

Notes
ASSETS
Current assets
Cash and cash equivalents
7
Trade and other receivables
8
Inventory
12
Derivative financial assets
9
Other
10
Total current assets
Non-current assets
Trade and other receivables
11
Investments accounted for using
the equity method
13
Other financial assets
14
Property, plant and equipment
15
Exploration and evaluation
assets
16
Deferred tax assets
4
Intangible assets
17
Derivative financial assets
9
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
18
Interest bearing liabilities
19
Derivative financial liabilities
9
Current tax liabilities
4
Provisions
21
Total current liabilities
CONSOLIDATED
2008
2007
$000
$000
237,093
17,460
72,779
36,440
31,812
22,861
3,546
1,150
47,614
38,490
CONSOLIDATED
2008
2007
$000
$000
237,093
17,460
72,779
36,440
31,812
22,861
3,546
1,150
47,614
38,490
THE COMPANY
2008
2007
$000
$000
109,476
10,278
83,452
81,172



1,065
31
80
THE COMPANY
2008
2007
$000
$000
109,476
10,278
83,452
81,172



1,065
31
80
392,844
10,435
187

197,864
17,908
35,526
194,519
70
456,509
849,353
55,759
20,856
16,416
19,134
608
112,773
116,401
7,084
204

195,883
13,797
72,302
231,152
131
520,553
636,954
36,708
17,432

162
1,121
55,423
192,959
20,748

241,393
752

5,543
301

268,737
461,696
58,197
3,509

18,935

80,641
92,595
20,749

241,393
356

15,027
300
277,825
370,420
1,218
3,500


4,718

– 225 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Non-current liabilities
Trade and other payables
22
Interest bearing liabilities
20
Derivative financial liabilities
9
Deferred tax liabilities
4
Provisions
23
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Issued capital
24a
Reserves
25a
Accumulated profits/(losses)
25d
Parent entity interest
Minority interest
26
Total equity
CONSOLIDATED
2008
2007
$000
$000
4,372
4,417
70,367
82,905
21,804

85,383
86,529
7,163
5,481
189,089
179,332
301,862
234,755
547,491
402,199
CONSOLIDATED
2008
2007
$000
$000
4,372
4,417
70,367
82,905
21,804

85,383
86,529
7,163
5,481
189,089
179,332
301,862
234,755
547,491
402,199
THE COMPANY
2008
2007
$000
$000
2,679
2,724
8,642
12,125


331
323


11,652
15,172
92,293
19,890
369,403
350,530
444,833
444,378
4,520
6,106
(79,950)
(99,954)
369,403
350,530


369,403
350,530
THE COMPANY
2008
2007
$000
$000
2,679
2,724
8,642
12,125


331
323


11,652
15,172
92,293
19,890
369,403
350,530
444,833
444,378
4,520
6,106
(79,950)
(99,954)
369,403
350,530


369,403
350,530
444,833
(19,280)
118,410
543,963
3,528
444,378
6,681
(52,189)
398,870
3,329
444,833
4,520
(79,950)
369,403
444,378
6,106
(99,954
350,530
547,491 402,199 369,403

These financial statements should be read in conjunction with the accompanying notes.

– 226 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Income Statements

Year ended 30 June 2008

Notes
Revenue
2a
Cost of sales
Gross profit
Other income
2c
Distribution expenses
Administrative expenses
Finance costs
3a
Share of net losses of associates
accounted for using the equity
method
13c
Profit/(loss) before income tax
Income tax (expense)/revenue
4a
Profit after income tax from
continuing operations
Profit attributable to minority
interest
Profit attributable to members
of Felix Resources Limited
25d
Basic earnings per share
(cents per share)
27
Diluted earnings per share
(cents per share)
27
Dividends paid per share
(cents per share)
5
CONSOLIDATED
2008
2007
$000
$000
440,552
241,469
(223,085)
(168,411)
CONSOLIDATED
2008
2007
$000
$000
440,552
241,469
(223,085)
(168,411)
THE COMPANY
2008
2007
$000
$000
967
6,079


967
6,079
250
(79)


(9,253)
(4,993)
(1,157)
(1,720)


(4,581)
9,478
42,247
13,524
37,666
23,002


37,666
23,002
THE COMPANY
2008
2007
$000
$000
967
6,079


967
6,079
250
(79)


(9,253)
(4,993)
(1,157)
(1,720)


(4,581)
9,478
42,247
13,524
37,666
23,002


37,666
23,002
217,467
124,331
(71,738)
(18,561)
(8,521)
(17)
254,279
(65,819)
188,460
199
73,058
48,638
(57,196)
(13,368)
(5,048)
(713)
49,758
(2,599)
47,159
202
967
250

(9,253)
(1,157)

(4,581)
42,247
37,666
6,079
(79

(4,993
(1,720
9,478
13,524
23,002
188,261
95.92
95.85
9.00
46,957
25.19
25.17
4.00
37,666

These financial statements should be read in conjunction with the accompanying notes.

– 227 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Statements of changes in equity

Year ended 30 June 2008

Notes
Total equity at the beginning
of the year
Cash flow hedges:
(Losses)/gains taken to equity
25
Gains transferred to profit for
the year
25
Deferred and current tax
25
Net loss and transfers
recognised directly in equity
Profit for the year after income
tax
Total recognised income and
expense for the year
Non-cash share-based payments
25
Transactions with equity holders
in their capacity as equity
holders:
Options exercised during the
year
24
Minority interest
Dividends paid during the
year
5
Total equity at the end of the
year
Total recognised income and
expense for the year is
attributable to:
Members of Felix Resources
Limited
Minority interest
CONSOLIDATED
2008
2007
$000
$000
402,199
356,315
CONSOLIDATED
2008
2007
$000
$000
402,199
356,315
THE COMPANY
2008
2007
$000
$000
350,530
330,300
(1,065)
2,440
(967)
(6,067)
610
1,088
(1,422)
(2,539)
37,666
23,002
36,244
20,463
135
593
156
6,384


(17,662)
(7,210)
(17,371)
(233)
369,403
350,530
36,244
20,463


36,244
20,463
THE COMPANY
2008
2007
$000
$000
350,530
330,300
(1,065)
2,440
(967)
(6,067)
610
1,088
(1,422)
(2,539)
37,666
23,002
36,244
20,463
135
593
156
6,384


(17,662)
(7,210)
(17,371)
(233)
369,403
350,530
36,244
20,463


36,244
20,463
(12,370)
(24,482)
11,055
(25,797)
188,460
162,663
135
156

(17,662)
(17,371)
547,491
162,464
199
2,656
(6,067)
1,023
(2,388)
47,159
44,771
593
6,384
1,346
(7,210)
1,113
402,199
44,569
202
(1,065)
(967)
610
(1,422)
37,666
36,244
135
156

(17,662)
(17,371)
369,403
36,244
2,440
(6,067
1,088
(2,539
23,002
20,463
593
6,384

(7,210
(233
350,530
20,463
162,663 44,771 36,244

These financial statements should be read in conjunction with the accompanying notes.

– 228 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Cash flow statements

Year ended 30 June 2008

Notes
Cash flows from operating
activities
Receipts from customers
Payments to suppliers and
employees
Cash received on forward
foreign exchange contracts
Interest received
Interest paid
Income tax paid
Net cash inflows/(outflows)
from operating activities
28a
Cash flows from investing
activities
Purchase of property, plant and
equipment
Purchase of intangible assets
(157)
Proceeds from sale of property,
plant and equipment
Proceeds from sale of
available-for-sale financial
assets
Proceeds from sale of intangible
assets
Proceeds from sale of 20%
interest in Moolarben Joint
Venture
28c
Proceeds from sale of 28.7% of
Minerva & Athena Joint
Ventures
28d
Payment for exploration and
evaluation activities
16a
Return of share capital from
associate
13b
Advances from/(to) other
entities
Advances from controlled
entities
CONSOLIDATED
2008
2007
$000
$000
381,460
305,383
(307,675)
(287,975)
23,515
6,781
5,385
1,866
(8,318)
(4,670)
(163)
CONSOLIDATED
2008
2007
$000
$000
381,460
305,383
(307,675)
(287,975)
23,515
6,781
5,385
1,866
(8,318)
(4,670)
(163)
THE COMPANY
2008
2007
$000
$000
1,821
1,194
(8,349)
(6,158)

4,023
3,330
927
(953)
(1,342)


(4,151)
(1,356)
(578)
(416)
(21)

253







1,267






125,095
5,069
THE COMPANY
2008
2007
$000
$000
1,821
1,194
(8,349)
(6,158)

4,023
3,330
927
(953)
(1,342)


(4,151)
(1,356)
(578)
(416)
(21)

253







1,267






125,095
5,069
94,204 21,385 (4,151) (1,356
(15,045)
(1,551)
212


177,863

(5,932)

4,703
(88,184)
(157)
563
1,572
344

41,521
(4,927)
3,949
(4,306)
(578)
(21)








125,095

– 229 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Advances to associated entities
Dividends received
Net cash inflows/(outflows)
from investing activities
Cash flows from financing
activities
Proceeds from issue of ordinary
shares
Payment of finance lease
liabilities
Repayment of borrowings
Dividends paid
Net cash outflows from
financing activities
Net increase/(decrease) in cash
and cash equivalents
Cash and cash equivalents at the
beginning of the financial
year
Cash and cash equivalents at
the end of the financial year
28b
CONSOLIDATED
2008
2007
$000
$000
(2,791)
(934)

CONSOLIDATED
2008
2007
$000
$000
(2,791)
(934)

THE COMPANY
2008
2007
$000
$000



7,210
124,360
13,362
156
6,384
(5)

(3,500)
(16,600)
(17,662)
(7,210)
(21,011)
(17,426)
99,198
(5,420)
10,278
15,698
109,476
10,278
THE COMPANY
2008
2007
$000
$000



7,210
124,360
13,362
156
6,384
(5)

(3,500)
(16,600)
(17,662)
(7,210)
(21,011)
(17,426)
99,198
(5,420)
10,278
15,698
109,476
10,278
158,853
156
(7,918)
(8,000)
(17,662)
(33,424)
219,633
17,460
(51,953)
6,384
(6,367)
(24,146)
(7,210)
(31,339)
(61,907)
79,367
124,360
156
(5)
(3,500)
(17,662)
(21,011)
99,198
10,278
13,362
6,384

(16,600
(7,210
(17,426
(5,420
15,698
237,093 17,460 109,476

These financial statements should be read in conjunction with the accompanying notes.

– 230 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Notes to the financial statements

30 June 2008

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial report covers the consolidated entity of Felix Resources Limited (“Felix”) and its controlled entities and Felix as an individual parent entity. Felix is a listed public company limited by shares, incorporated and domiciled in Australia.

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 . It is prepared on the basis of historical costs, except for derivative financial instruments and available-for-sale financial assets that have been measured at fair value. The financial report is presented in Australian dollars.

All values in the financial report are rounded to the nearest thousand dollars ($000) unless otherwise stated under the option available to the Company under ASIC Class Order 98/100. The Company is an entity to which the class order applies.

The financial report complies with Australian Accounting standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial report, comprising the financial statements and notes thereto, complies with the International Financial Reporting Standards (IFRS).

No new Australian Accounting Standards that have been issued but are not yet effective have been applied in the preparation of this financial report. Such standards are not expected to have a material impact on the consolidated entity’s financial report on initial application. The financial report was authorised for issue by the Board of Directors on 27 August 2008.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial report. The accounting policies have been consistently applied by the entities in the consolidated entity unless otherwise stated.

(a) Principles of consolidation

A controlled entity is any entity controlled by Felix. Control exists where Felix has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Felix to achieve the objectives of Felix. A list of controlled entities is contained in note 6 to the financial statements.

All inter-company balances and transactions between entities and the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation.

Minority interests in the equity and results of entities that are controlled are shown as a separate item in the consolidated financial report. Losses applicable to the minority interest in a consolidated subsidiary are allocated against the majority except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. If in future years the subsidiary reports profits, such profits are allocated to the majority interest until the minority’s share of losses previously absorbed by the majority have been recovered.

Where an entity began or ceased to be controlled during the year the results for that entity are only included from the date control commenced or up to the date control ceased.

Associates are those entities over which the consolidated entity exercises significant influence, but not control. Investments in associates are accounted for in Felix’s financial statements using the cost method and in the consolidated financial statements using the equity method, after initially being recognised at cost. Under this method, the consolidated entity’s share of the post-acquisition profits or losses of

– 231 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

associates is recognised in the consolidated income statement, and its share of post-acquisition movements in reserves is recognised in consolidated reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investments.

When the consolidated entity’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

(b) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and for unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rate expected to apply when the assets are recovered or the liabilities settled, based on those tax rates which are enacted or substantively enacted in each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. An exception is also made in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, and deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Felix and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation regime. Felix is responsible for recognising the current tax assets and liabilities for the tax consolidated group. Each entity in the tax consolidated group recognises its own deferred tax assets and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case Felix recognises the assets. The Group has entered into a tax sharing agreement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the profit before tax of the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each entity in the Group can recognise their balance of the current tax assets and liabilities through inter-entity accounts.

(c) Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents include:

  • (i) cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and

  • (ii) investments in short-term money market instruments with maturity periods of less than 3 months.

– 232 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(d) Financial assets and financial liabilities

The consolidated entity classifies its financial assets and liabilities in to the categories listed below, with the allocation depending on the purpose the asset or liability was acquired.

  • i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Note 1(e) provides further information on loans and receivables.

ii) Financial assets at fair value through profit or loss

Financial assets at fair value through the profit or loss are financial assets held for trading. Derivatives are classified as held for trading unless they are designated as hedges. Other financial assets are classified as held for trading if acquired principally for the purpose of selling in the short-term. Note 1(x) provides further information on derivatives.

iii) Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other financial asset categories. Note 1(j) provides further information on investments classified as available-for-sale.

iv) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss comprises ’out of-the-money’ derivatives.

  • v) Financial liabilities measured at amortised cost

Financial liabilities measured at amortised cost comprises trade and other payables, and interest bearing liabilities. Note 1(p) provides further information on interest bearing liabilities.

Details on financial risk management are disclosed in note 37.

(e) Loans and receivables

Trade receivables, loans and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

Debts which are known to be uncollectible are written off by reducing the carrying amount directly. A provision for impairment is made when there is objective evidence that the full amount is not collectible. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the impairment provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

The amount of the impairment loss is recognised in the income statement. When a receivable for which an impairment provision had been recognised becomes uncollectible in a subsequent period, it is written off against the provision account.

– 233 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(f) Advances to controlled entities

Advances by the Company to controlled entities (refer to note 11) are principally contributions toward exploration expenditure and mine development. The value and recoverability of these amounts is related to the Company’s policies with regards to exploration and evaluation expenditure as described in note 1(m). Should the underlying asset values be insufficient to recover the advances the amounts are reviewed for impairment.

(g) Inventories

Coal stocks are stated at the lower of cost and net realisable value. Costs are assigned on a weighted average basis and include direct materials, direct labour and an appropriate proportion of variable and fixed overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(h) Overburden in advance

Overburden in advance comprises the accumulation of expenses incurred to enable access to the coal seams, and includes direct removal costs, machinery and plant running costs.

(i) Property, plant and equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and accumulated impairment losses. The carrying amount of freehold land and buildings and plant and equipment is reviewed to ensure it is not in excess of the recoverable amount from these assets.

The depreciable amount of all fixed assets, including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line or declining balance basis to allocate their cost, net of their residual values, over their estimated useful lives to the consolidated entity commencing from the time the asset is held ready for use, as follows:

Buildings 10 – 25 years
Mine development 10 – 25 years
Plant and equipment 2.5 to 25 years
Leased plant and equipment 2.5 to 18 years

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance date.

(j) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. After initial recognition, investments in shares in listed companies classified as available-for-sale are measured at fair value. Fair value for shares in listed companies is determined by reference to the Australian Securities Exchange quoted market bid prices at the close of business on the reporting date. Gains and losses on these available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

Investments in shares in unlisted companies, which do not have a quoted market price and whose fair value cannot be reliably measured, are classified as available-for-sale and are measured at cost. Gains and losses are recognised in the income statement when the investments are derecognised or impaired.

Investments in controlled entities are carried in the parent entity’s financial statements at the lower of cost and recoverable amount. Investments in associates are accounted for in the consolidated financial statements as set out in note 1(a).

– 234 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(k) Interests in joint ventures

The consolidated entity’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated financial statements. Details of the consolidated entity’s interests are shown in note 29.

(l) Intangible assets

Mining tenements

Mining tenements have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of mining tenements are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(o).

Amortisation of mining tenements commences from the date when commercial production commences, or in the case of the acquisition of the Ashton Coal Project, from the date of acquisition, and is charged to the income statement as cost of sales. Mining tenements are amortised over the life of the mine using a straight-line basis (Yarrabee has 4 years life remaining), or on the basis of JORC reserves extracted as follows.

$/Tonne
Extracted
Minerva $0.21
Ashton $0.71

Changes in the annual amortisation rate resulting from changes in the remaining JORC reserves or life of mine are applied on a prospective basis from the commencement of the next financial year.

Computer software

Computer software has a finite useful life and is carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of computer software are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(o).

Amortisation of computer software is calculated using the straight-line or declining balance method to allocate the cost over the period of the expected benefit, which varies from 2.5 to 4 years.

Rail access rights

Rail access rights have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of rail access rights are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(o).

Rail access rights are amortised over the life of the mine or agreement using a unit of production basis in tonnes for the Minerva mine or on a straight-line basis. The remaining estimated economically recoverable reserves of the Minerva mine at 30 June 2008 are 28.8 million tonnes. Amortisation is charged to the income statement as distribution expenses or cost of sales.

(m) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each separately identifiable area of interest. These costs are only carried forward where the right of tenure for the area of interest is current and to the extent that they are expected to be recouped through successful development

– 235 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

and commercial exploitation, or alternatively, sale of the area, or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

The carrying amount of exploration and evaluation assets is assessed for impairment when facts or circumstances suggest the carrying amount of the assets may exceed their recoverable amount. The recoverable amount is assessed on the basis described in note 1(o).

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Accumulated costs in relation to an abandoned area are written-off in full in the period in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

(n) Acquisition of assets

All assets acquired, including property, plant and equipment and intangibles other than goodwill are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of consideration provided plus incidental costs directly attributable to the acquisition.

When equity instruments are issued as consideration, their market price at the date of acquisition is used as their fair value, except where the notional price at which they could be placed in the market is a better indication of their fair value.

Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their present value, discounted at the rate applicable to the consolidated entity as if a similar borrowing were obtained from an independent financier under comparable terms and conditions. The unwinding of the discount is treated as a finance cost.

(o) Recoverable amount of assets and impairment

At each reporting date, the consolidated entity assesses whether there is any indication that an asset may be impaired. Where an indication of impairment exists, the consolidated entity makes a formal estimate of the recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. The amount of the impairment loss is recognised in the income statement.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(p) Interest bearing liabilities

Interest bearing liabilities are initially recorded at fair value, net of transaction costs. Subsequent to initial recognition, interest bearing liabilities are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in the income statement over the period of the interest bearing liabilities using the effective interest rate method.

All interest bearing liabilities are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.

– 236 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(q) Borrowing costs

Borrowing costs incurred during the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are recognised as an expense when incurred.

(r) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to ownership of the assets, but not the legal ownership, are transferred to the entities in the consolidated entity, are classified as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the lower of the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual value. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives where it is likely that the consolidated entity will obtain ownership of the assets or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and lease finance charges for the year.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the lease term.

(s) Employee benefits

Annual leave, sick leave and long service leave

Benefits accruing to employees in respect of wages and salaries, annual leave and sick leave are included in trade and other payables. Related on-costs are also included in trade and other payables as other creditors. Long service leave is provided for when it is probable that settlement will be required and it is capable of being measured reliably.

Employee benefits expected to be settled within 12 months are measured at their normal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date.

Retirement benefit obligations

Contributions are made by the consolidated entity to defined contribution superannuation funds and are charged as expenses when incurred.

Share-based payments

The consolidated entity provides benefits to Directors, other key management personnel and general managers of the consolidated entity in the form of share-based payment transactions, whereby Directors, other key management personnel and general managers render services in exchange for options to purchase shares in the Company. The cost of these share-based payment transactions is measured by reference to the fair value at the date at which they are granted. Fair values at grant date are determined using a trinomial or binomial option pricing model that takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected price volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

The assessed fair value at grant date is recognised as an expense in the income statement, together with a corresponding increase in equity, pro-rata over the expected life of the option from grant date to expected vesting date. Upon exercise of the options, the balance in the options reserve is transferred to issued capital. No expense is recognised for options that do not ultimately vest because internal conditions were not met. An expense is still recognised for options that do not ultimately vest because a market condition is not met. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

– 237 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(t) Rehabilitation

A provision for rehabilitation is recognised when there is a present obligation to rehabilitate an area disturbed, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. An asset is created as part of the current and non-current development assets, to the extent that the development relates to future production activities, which is offset by a current and non-current provision for rehabilitation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(u) Revenue

Revenue from the sale of coal is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery, usually on a Free On Board, Trimmed (FOBT) basis.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive the dividend has been established.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customer.

(v) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

The net amount of GST recoverable from or payable to the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis. The GST components of cash flows arising from investing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(w) Foreign currency transactions and balances

Items included in the financial statements of each entity of the consolidated entity are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is Felix’s functional and presentation currency.

Foreign currency transactions during the period are translated into the functional currency at rates of exchange applicable at the dates of each transaction. Monetary assets and liabilities denominated in foreign currencies at balance date are converted at rates of exchange ruling at that date.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities, whether realised or unrealised, are recognised in the income statement as they arise except where hedging specific anticipated transactions (see note 1(x)).

The monetary assets and liabilities of foreign controlled entities are translated at year-end rates. The non-monetary assets and liabilities are translated at rates at the transaction date or at the date these items are revalued or written down. Generally operating results are translated at average monthly rates. All

– 238 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

resulting exchange differences are recognised as a separate component of equity. On disposal of a foreign controlled entity, the cumulative amount of such exchange differences are recognised in the income statement as part of the gain or loss on sale.

(x) Derivatives

The consolidated entity uses derivative financial instruments such as forward foreign exchange contracts, coal swap contracts, and interest rate swap contracts to hedge its risks associated with foreign currency, coal price, and interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value at each reporting date. The resulting gain or loss arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, is recognised in the income statement immediately.

The fair value of forward foreign exchange contracts is determined using forward foreign exchange market rates at reporting date. The fair value of coal swap contracts is determined using forward coal price market rates at reporting date. The market rates are provided by the counterparty to the derivative.

The fair value of interest rate swap contracts is calculated as the present value of the estimated future cash flows.

The forward foreign exchange contracts, coal swap contracts, and interest rate swap contracts entered into by the consolidated entity are designated and qualify as cash flow hedges.

The consolidated entity documents at the inception of the contract the hedging relationship between hedging instruments and hedged items, including the risk management objectives and strategies for undertaking various hedge transactions. The consolidated entity also documents its assessment, both at inception and periodically, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

The gains or losses in respect of hedge transactions which relate to future purchases or sales are deferred and included in the measurement of the purchase or sale to which they relate when the anticipated transaction occurs. Any gains or losses on the hedge transaction after that date are included in the income statement.

The net amount receivable or payable as a result of a hedge transaction is included as an asset or liability in the balance sheet from the date of inception of the hedge. The corresponding unrealised gain or loss is recognised in equity in the hedging reserve. Changes in the fair value of the forward foreign exchange contracts, coal swap contracts, or interest rate swap contracts are recognised through the hedging reserve until the anticipated underlying transaction occurs. Once the anticipated underlying transaction occurs, amounts accumulated in equity are recycled through the income statement or recognised as part of the cost of the asset to which it relates.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in equity is kept in equity and is recognised when the forecast transaction is ultimately recognised. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement for the year.

(y) Issued capital

Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.

– 239 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(z) Critical accounting estimates and other accounting judgements

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in this financial report.

Following is a summary of the key assumptions concerning the future, and other key sources of estimation at reporting date that have not been disclosed elsewhere in this financial report.

Impairment

The consolidated entity assesses impairment at each reporting date by evaluating conditions specific to the consolidated entity that may lead to an impairment. Where an indicator of impairment exists, the recoverable amount of the asset is determined. The value-in-use calculations performed to determine the recoverable amount of the cash-generating units to which these assets belong has been based on actual operating results and a cash flow model based on life of mines. The pre-tax discount rate applied in the model is 11.5%. Coal prices used in the model have been determined based on an analysis of long term market price trends and estimated future foreign currency rates. Note 9 provides further information on the consolidated entity’s exposure to foreign currency risk.

No impairment has been recognised in respect of mine development assets, mining tenements, rail access rights or exploration and evaluation assets where the related area of interest is being or has been developed, for the reporting period.

Amortisation

The amortisation of mine development assets, mining tenements, rail access rights, exploration and evaluation assets where the related area of interest is being or has been developed, and the expensing of overburden removal costs is based on saleable coal production over estimated economically recoverable reserves. The amount of reserves that may actually be mined in the future and the consolidated entity’s estimate of reserves from time to time in the future may vary from current reserve estimates.

(aa) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the members of Felix by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share

Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after-tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

– 240 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

2 REVENUE AND INCOME

Notes
From continuing operations
a)
Revenue
Sales of coal
Gain on forward foreign
exchange contracts
Total revenue
b)
Other revenue
Rendering of services:
Management fees
Marketing fees
Interest received – other
parties
Dividends from related
parties
33
Rentals
Plant hire
Total other revenue
c)
Other income
Net gain/(loss) on disposal
of interests in joint
ventures and projects
Disposal of 20% interest
in Moolarben Joint
Venture
28c
Disposal of 28.7%
interest in Minerva &
Athena Joint Ventures
28d
Total net gain on disposal
of interests in joint
ventures and projects
Net gain on sale of
available-for-sale
financial assets
Option premiums for sales
of tenements
Other income
Total other income
CONSOLIDATED
2008
2007
$000
$000
416,070
232,620
24,482
8,849
440,552
241,469
CONSOLIDATED
2008
2007
$000
$000
416,070
232,620
24,482
8,849
440,552
241,469
THE COMPANY
2008
2007
$000
$000


967
6,079
967
6,079


1,282
1,198
3,330
927

7,210



856
4,612
10,191



(79)

(79)




250

250
(79)
THE COMPANY
2008
2007
$000
$000


967
6,079
967
6,079


1,282
1,198
3,330
927

7,210



856
4,612
10,191



(79)

(79)




250

250
(79)
2,946
816
7,404

152
874
722
1,866

161
764

1,282
3,330



1,198
927
7,210

856
11,318 4,387 4,612
123,657
(34)
123,623


708
17,956
28,208
46,164
1,136
780
558





250

(79
(79


124,331 48,638 250

– 241 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

3 PROFIT BEFORE INCOME TAX

Profit before income tax has been determined after charging the following:

Notes
a)
Expenses
Finance costs
Finance lease charges
Finance lease charges –
related parties
34a
Other interest charges
Total finance costs
Less finance costs
capitalised
Less finance costs
capitalised – related
parties
34a
Total finance costs
expensed
Depreciation of
non-current assets
Plant and equipment
Mine development
Buildings
Total depreciation
Amortisation of
non-current assets
Leased plant and
equipment
Exploration
Mining tenements
Rail access rights
Computer software
Total amortisation
Total depreciation &
amortisation expense
CONSOLIDATED
2008
2007
$000
$000
1,922
1,934
494
778
6,105
7,577
CONSOLIDATED
2008
2007
$000
$000
1,922
1,934
494
778
6,105
7,577
THE COMPANY
2008
2007
$000
$000
1



1,156
1,720
THE COMPANY
2008
2007
$000
$000
1



1,156
1,720
8,521

10,289
(4,621)
(620)
1,157

1,720

8,521 5,048 1,157 1,720
10,141
5,296
368
15,805
7,078
314
4,665
621
156
12,834
4,941
2,071
75
7,087
6,367
250
3,202
364
199
10,382
209


209
4



156
160
153

153




199
199
28,639 17,469 369 352

– 242 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Employee expenses
Defined contribution
superannuation
expense
Employee benefits
expense
Share-based payments
expense
Employee expense
on-costs
Total employee expenses
Rental expenses on
operating leases –
minimum lease
payments
Government royalties
b)
Losses
Net loss/(gain) on disposal
of non-current plant and
equipment
Net foreign exchange
losses
c)
Significant expenses and
profits
The following significant
expense and profit items
are relevant in
explaining the financial
performance:
Expenses
Demurrage
Profits
Net gain on disposal of
20% of
Moolarben Joint Venture
28c
Net (loss)/gain on disposal
of 28.7% of
Minerva & Athena Joint
Ventures
28d
Net (increase)/decrease in
impairment of controlled
entity loans
CONSOLIDATED
2008
2007
$000
$000
2,798
2,762
38,725
31,723
135
593
3,708
3,677
45,366
38,755
CONSOLIDATED
2008
2007
$000
$000
2,798
2,762
38,725
31,723
135
593
3,708
3,677
45,366
38,755
THE COMPANY
2008
2007
$000
$000
309
236
4,167
2,591
135
593
454
309
5,065
3,729
290
165



(21)
1






(79)
(101)
1,843
THE COMPANY
2008
2007
$000
$000
309
236
4,167
2,591
135
593
454
309
5,065
3,729
290
165



(21)
1






(79)
(101)
1,843
1,552
25,277
14
247
6,347
123,657
(34)
2,305
14,218
(13)

7,373
17,956
28,208
290


1



(101)
165
(21

(79
1,843

– 243 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
d)
Reconciliation of profit/
(loss) before income tax
to operating profit/(loss)
Profit/(loss) before income
tax
Net gain on disposal of
20% of Moolarben Joint
Venture
28c
Net loss/(gain) on disposal
of 28.7% of Minerva &
Athena Joint Ventures
28d
Operating profit/(loss)
INCOME TAX
a)
Income tax recognised in profit
Current Tax
Deferred tax
Origination and reversal of
temporary differences
Benefit of tax losses recognised
(Over)/under provision in prior years
Total income tax expense/(revenue)
b)
Numerical reconciliation of the
effective tax rate
Profit/(loss) before income tax
Income tax expense at 30% (2007:
30%)
Increase/(decrease) in income tax
expense/(revenue) due to:
Non-deductible expenses
Non-assessable income
Non-deductible share-based
payments
Research and development
concession
Other deductible expenses
CONSOLIDATED
2008
2007
$000
$000
254,279
49,758
(123,657)
(17,956)
34
(28,208)
130,656
3,594
CONSOLIDATED
2008
2007
$000
$000
79,526
5,921
CONSOLIDATED
2008
2007
$000
$000
254,279
49,758
(123,657)
(17,956)
34
(28,208)
130,656
3,594
CONSOLIDATED
2008
2007
$000
$000
79,526
5,921
THE COMPANY
2008
2007
$000
$000
(4,581)
9,478



79
(4,581)
9,557
THE COMPANY
2008
2007
$000
$000
(1,890)
(384)
520
372
(40,877)
(17,601)
(40,357)
(17,229)

4,089
(42,247)
(13,524)
(4,581)
9,478
(1,374)
2,843
248
245

(2,716)
41
178


(285)
(562)
(1,370)
(12)
THE COMPANY
2008
2007
$000
$000
(4,581)
9,478



79
(4,581)
9,557
THE COMPANY
2008
2007
$000
$000
(1,890)
(384)
520
372
(40,877)
(17,601)
(40,357)
(17,229)

4,089
(42,247)
(13,524)
(4,581)
9,478
(1,374)
2,843
248
245

(2,716)
41
178


(285)
(562)
(1,370)
(12)
(7,208)

(7,208)
(6,499)
9,687
(13,473)
(3,786)
464
520
(40,877)
(40,357)
372
(17,601
(17,229
4,089
65,819 2,599 (42,247)
254,279
76,284
290

41
(3,964)
(333)
72,318
49,758
14,927
996

178
(181)
(312)
15,608
(4,581)
(1,374)
248

41

(285)
(1,370)
9,478
2,843
245
(2,716
178

(562
(12

4 INCOME TAX

– 244 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

(Over)/under provision in prior
years
Prior year tax losses not
previously recognised
Income tax expense attributable to
the wholly owned subsidiaries
in the tax consolidated group
Recovery of income tax expense
under tax sharing agreement
Income tax expense/(revenue)
Effective tax rate
c)
Amount recognised directly in
equity
Changes in derivative financial
instruments
Current tax
Net deferred tax
d)
Unrecognised deferred tax
balances
Tax losses attributable to members
of the tax consolidated
group-revenue
Tax losses attributable to
subsidiaries not members of the
tax consolidated group-revenue
Tax losses attributable to
subsidiaries not members of the
tax consolidated group-capital
Potential tax benefit @ 30%
(2007: 30%)
CONSOLIDATED
2008
2007
$000
$000
(6,499)
464

(13,473)




65,819
2,599
CONSOLIDATED
2008
2007
$000
$000
(6,499)
464

(13,473)




65,819
2,599
THE COMPANY
2008
2007
$000
$000

4,089
(40,877)
(17,601)
85,178
7,852
(85,178)
(7,852)
(42,247)
(13,524)
922.2%
(142.7%)
(290)
(617)
(320)
(471)
(610)
(1,088)







THE COMPANY
2008
2007
$000
$000

4,089
(40,877)
(17,601)
85,178
7,852
(85,178)
(7,852)
(42,247)
(13,524)
922.2%
(142.7%)
(290)
(617)
(320)
(471)
(610)
(1,088)







25.9%
(290)
(10,765)
5.2%
(617)
(406)
922.2%
(290)
(320)
(142.7%
(617
(471
(11,055) (1,023) (610)
4,087
9,821
1,703

3,606
1,718




15,611 5,324

There is no expiry date on the future deductibility of unused tax losses. The benefit of revenue losses of $3,622,000 (2007: $3,606,000) and capital losses of $1,703,000 (2007: $1,718,000) are not recognised until it is probable that the subsidiary will earn future taxable amounts that will enable it to utilise these tax losses. The benefit of revenue losses of $10,286,000 (2007: $Nil) are not recognised until it is probable that the subsidiary will be able to utilise these tax losses.

– 245 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

e)
Current tax liabilities
Income tax payable
f)
Deferred tax assets
Amounts recognised in profit and
loss
Employee benefits provisions
Rehabilitation provisions
Inventory
Property, plant and equipment
Investments accounted for using
the equity method
Mining tenements
Finance lease liabilities
Tax losses
Other
Amounts recognised directly in
equity
Derivative financial instruments
g)
Deferred tax liabilities
Amounts recognised in profit or loss
Trade & other receivables
Inventory
Overburden
Property, plant and equipment
Mine development
Mining tenements
Exploration and evaluation
Other intangible assets
Other
Amounts recognised directly in
equity
Derivative financial instruments
CONSOLIDATED
2008
2007
$000
$000
19,134
162
CONSOLIDATED
2008
2007
$000
$000
19,134
162
THE COMPANY
2008
2007
$000
$000
18,935
THE COMPANY
2008
2007
$000
$000
18,935
1,298
2,331

2,140
1,140
2,401
7,080
5,341
2,329
977
1,981
1,566
3,441
1,052
1,181
7,048
53,994
1,062
187


7


8
5,341
97






14,929
1
24,060 72,302 5,543 15,027
11,466
35,526 72,302 5,543 15,027
892
2,891
13,432
7,996
11,455
39,966
5,372
88
2,206
84,298
1,085
6,271
642
11,175
9,767
3,123
49,953
4,139
35
1,040
86,145
384
323


8





331



3




3
320
85,383 86,529 331 323

h) Tax Consolidation

For the purposes of taxation, Felix Resources Limited and its 100% owned Australian subsidiaries are a tax consolidated group. The head entity of the tax consolidated group is Felix Resources Limited. Felix is responsible for recognising the current tax assets and liabilities for the tax consolidated group. Each entity in the tax consolidated group recognises its own deferred tax assets and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case Felix recognises the assets.

– 246 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The Group has entered into a tax sharing agreement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the profit before tax of the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each entity in the Group can recognise their balance of the current tax assets and liabilities through inter-entity accounts. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote.

5 DIVIDENDS

a)
Dividend paid during the year on
ordinary shares
i)
Dividend of 6.00 cents per
share on 31 October 2007,
unfranked (2007: 20%
franked, 4.00 cents per share)
ii)
Dividend of 3.00 cents per
share on 31 March 2008,
unfranked (2007: Nil)
b)
Dividend on ordinary shares
proposed and not recognised as a
liability
Partially franked (30%) dividend of
50 cents per share (2007: 6.00
cents per share, unfranked)
The tax rate at which dividends are
franked is 30% (2007: 30%).
c)
Franking credit balance
The amount of franking credits
available for the subsequent
reporting period is:
Franking account balance as at the
end of the year at 30% (2007:
30%)
Franking credits that will arise on
the payment of the provision
for income tax
Franking debits that will arise
from the payment of the
dividend proposed but not
recognised as a liability
Balance available for the
subsequent reporting period
CONSOLIDATED
2008
2007
$000
$000
11,772
7,210
5,890

17,662
7,210
CONSOLIDATED
2008
2007
$000
$000
11,772
7,210
5,890

17,662
7,210
THE COMPANY
2008
2007
$000
$000
11,772
7,210
5,890

17,662
7,210
THE COMPANY
2008
2007
$000
$000
11,772
7,210
5,890

17,662
7,210
7,210
98,163
204
18,935
(12,621)
11,772
204

98,163


11,772


6,518 204

– 247 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

6 CONTROLLED ENTITIES

OWNED
Country of
Incorporation
2008
2007
%
%
The Company:
Felix Resources Limited
Australia
Controlled Entities at
Cost:
Auriada Limited
Ireland
100
100
Ballymoney Power Limited
Ireland
100
100
Balhoil Nominees Pty Ltd
Australia
100
100
Accumulated impairment
loss
South Australian Coal Corp
Pty Limited
Australia
100
100
SASE Pty Ltd
Australia
90
90
Accumulated impairment
loss
Athena Coal Pty Ltd
Australia
100
100
Minerva Mining Pty Ltd
Australia
100
100
Felix Coal Sales Pty Ltd
Australia
100
100
Proserpina Coal Pty Ltd
Australia
100
100
Minerva Coal Pty Ltd
Australia
51
51
Yarrabee Coal Company
Pty Ltd
Australia
100
100
White Mining Limited
Australia
100
100
White Mining Services Pty
Limited
Australia
100
100
Tonford Pty Ltd
Australia
100
100
Moolarben Coal Operations
Pty Ltd (formerly
Splitters Hollow Pty
Limited)
Australia
100
100
Moolarben Coal Mines Pty
Limited
Australia
100
100
Ashton Coal Operations
Pty Limited
Australia
100
100
White Mining (NSW) Pty
Limited
Australia
100
100
UCC Energy Pty Limited
Australia
100
100
Agrarian Finance Pty Ltd
Australia
100
100
Advanced Clean Coal
Technology Pty Limited
Australia
100
100
White Mining Research Pty
Ltd
Australia
100
100
Felix NSW Pty Ltd
Australia
100
100
Moolarben Coal Sales Pty
Ltd
Australia
100
THE COMPANY
2008
2007
$000
$000




839
839
(839)
(839)


14,504
14,504
(14,504)
(14,504)








3,614
3,614
14,910
14,910
222,869
222,869
























241,393
241,393

All controlled entities have 30 June balance dates. All equity interests are held in ordinary shares. All controlled entities are vehicles for exploration, development and operational activities of the consolidated entity. The proportion of ownership interest is equal to the proportion of voting power held.

– 248 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Deed of Cross Guarantee

A deed of cross guarantee exists between Felix Resources Limited and its wholly-owned subsidiaries Yarrabee Coal Company Pty Ltd, South Australian Coal Corp Pty Limited and Balhoil Nominees Pty Ltd. The deed was enacted during 2004 and relief was obtained from preparing a financial report for Yarrabee Coal Company Pty Ltd under ASIC Class Order 98/1418. Under the deed, Felix Resources Limited guarantees to support the liabilities and obligations of the subsidiaries. The above companies represent a Closed Group for the purpose of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Felix Resources Limited, they also represent the Extended Closed Group. The following are the aggregate totals for the Closed Group, for each category, relieved under the deed.

Financial Information in relation to:
(i)
Income statement
Profit before income tax
Income tax revenue
Profit after income tax
Profit attributable to members of Felix Resources Limited
(ii)
Accumulated losses
Accumulated Losses at the beginning of the financial year
Profit after income tax
Dividends paid
Accumulated Losses at the end of the financial year
(iii)
Balance sheet
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial assets
Other
Total current assets
Non-current assets
Trade and other receivables
Other financial assets
Property, plant and equipment
Exploration and evaluation assets
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
CLOSED
GROUP
2008
$000
27,932
33,755
61,687
61,687
CLOSED
GROUP
2007
$000
4,731
11,539
16,270
16,270
(93,601)
16,270
(7,210)
(84,541)
14,641
84,813
12,477
1,065
17,620
130,616
20,748
226,483
12,761
1,867
19,649
3,014
284,522
415,138
(84,541)
61,687
(17,662)
(93,601
16,270
(7,210
(40,516)
111,032
99,839
15,727
55
22,760
14,641
84,813
12,477
1,065
17,620
249,413
20,748
226,483
19,345
2,020
10,733
2,412
281,741
531,154
20,748
226,483
12,761
1,867
19,649
3,014
284,522
415,138

– 249 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

LIABILITIES
Current liabilities
Payables
Interest bearing liabilities
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Payables
Interest bearing liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Issued capital
Reserves
Accumulated losses
Total equity
CLOSED
GROUP
2008
$000
69,256
4,300
18,935
CLOSED
GROUP
2007
$000
19,435
3,808

300
92,491
2,679
13,745
11,195
2,089
29,708
122,199
23,543
2,724
13,343
7,717
1,789
25,573
49,116
408,955 366,022
444,833
4,638
(40,516)
444,378
6,185
(84,541
408,955 366,022

7 CASH AND CASH EQUIVALENTS

Notes
Cash at bank and on hand
Short-term deposits
28b
CONSOLIDATED
2008
2007
$000
$000
5,844
11,495
231,249
5,965
237,093
17,460
THE COMPANY
2008
2007
$000
$000
1,134
4,777
108,342
5,501
109,476
10,278
THE COMPANY
2008
2007
$000
$000
1,134
4,777
108,342
5,501
109,476
10,278
10,278

a) Short-term deposits

Short-term deposits at 30 June 2008 include $26,750,324 (2007: $77,135) in the proceeds account as part of the Ashton Underground Syndicated Facility Agreement (SFA). These funds must firstly be used for payments due under the SFA and then are available for use by the consolidated entity. Proceeds of coal sales from the Ashton mine are deposited into the proceeds account. Further information concerning the SFA is set out in note 20.

– 250 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Effective interest rate risk

Information concerning the effective interest rate of cash and cash equivalents is set out in note 37.

c) Fair value

Due to the short-term nature of the deposits, their carrying amount is assumed to approximate their fair value.

8 TRADE AND OTHER RECEIVABLES (CURRENT)

Notes
Trade receivables
Receivable from controlled
entities
33d
Receivable from Sojitz
Moolarben Resources Pty Ltd
28c
Other debtors
Advances to controlled entities
Loan to related entity-interest
bearing
Secured loan-interest bearing
CONSOLIDATED
2008
2007
$000
$000
66,922
5,618



20,000
4,152
3,855



6,967
1,705

72,779
36,440
THE COMPANY
2008
2007
$000
$000
420
1,639
81,789
10,504


1,243
237

68,792




83,452
81,172
THE COMPANY
2008
2007
$000
$000
420
1,639
81,789
10,504


1,243
237

68,792




83,452
81,172
81,172

a) Past due but not impaired

As at 30 June 2008, the consolidated entity had trade receivables of $7,607,000 (2007: $675,000) that were past due but not impaired. As at 30 June 2008, the Company had trade receivables of $56,000 (2007: $389,000) that were past due but not impaired. The ageing analysis of these trade receivables is as follows:

Notes
< 30 days
30-60 days
60-90 days
Greater than 90 days
CONSOLIDATED
2008
2007
$000
$000
3,523

3,831
353
20
172
233
150
7,607
675
THE COMPANY
2008
2007
$000
$000


55
122
1
87

180
56
389
THE COMPANY
2008
2007
$000
$000


55
122
1
87

180
56
389
389

At 30 June 2008, the consolidated entity’s trade receivables included three past due coal sales invoices totalling $7.3 million that were received shortly after the reporting date.

The other classes within trade and other receivables do not contain impaired assets and are not past due. It is expected that these amounts will be received when due. The consolidated entity does not hold any collateral in relation to trade and other receivables.

b) Other receivables

The receivable from Sojitz Moolarben Resources Pty Ltd represented the amount owing in relation to the 10% sale of the Moolarben Coal Project, $Nil (2007: $20,000,000).

– 251 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

The loan to a related entity represented funds advanced to Newcastle Coal Infrastructure Group Pty Ltd, a company in which the consolidated entity has a minority shareholding. In August 2005 Newcastle Coal Infrastructure Group Pty Ltd was selected by the New South Wales government as the preferred developer and operator of a third coal loader for the port of Newcastle. The loan was interest bearing and unsecured. The loan principal and interest were repaid upon funding of the project.

For the Company, the receivable from controlled entities represents the receivables from tax consolidated entities under the tax funding agreement, see note 4(h).

The advances to controlled entities are repayable at call.

The secured loan is to former Director Mr John Rawlins. The terms and conditions of the loan are set out in note 34(c).

c) Foreign exchange and interest rate risk

Information about the consolidated entity’s and the Company’s exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is set out in note 37.

d) Fair value and credit risk

Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Refer to note 37 for more information on the risk management policy of the consolidated entity and the credit quality of the entity’s trade receivables.

9 DERIVATIVE FINANCIAL INSTRUMENTS

CURRENT ASSETS
Interest rate swap contracts – receivable
Forward foreign exchange contracts –
receivable
NON-CURRENT ASSETS
Interest rate swap contracts – receivable
CURRENT LIABILITIES
Coal swap contracts – payable
NON-CURRENT LIABILITIES
Coal swap contracts-payable
CONSOLIDATED
2008
2007
$000
$000
326
85
3,220
1,065
3,546
1,150
CONSOLIDATED
2008
2007
$000
$000
326
85
3,220
1,065
3,546
1,150
THE COMPANY
2008
2007
$000
$000



1,065

1,065
THE COMPANY
2008
2007
$000
$000



1,065

1,065
1,065
70 131
70 131
16,416
16,416
21,804
21,804

– 252 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

a) Instruments used by the consolidated entity

The consolidated entity uses derivative financial instruments in order to hedge exposure to fluctuations in interest rates, foreign exchange rates, and coal prices in accordance with the financial risk management policies (refer to note 37).

(i) Forward foreign exchange contracts – cash flow hedges

The consolidated entity enters into forward foreign exchange contracts to sell or purchase specified amounts of foreign currencies in the future at stipulated exchange rates. The objective of entering into the forward foreign exchange contracts is to reduce the foreign exchange rate related volatility of the consolidated entity’s revenue stream and thereby assist in risk management for the consolidated entity. Foreign currency speculation is specifically excluded. Forward foreign exchange contracts are entered for contracted future sales undertaken in foreign currencies and contracted future capital expenditure undertaken in foreign currencies.

The outstanding US$ contracts are hedging highly probable forecasted sales of coal, whereas the outstanding Euro and Yen contracts relate to the purchase of mining equipment for Yarrabee and Minerva respectively. The contracts are timed to mature when funds for coal sales are forecast to be received and when payments for mining equipment are scheduled to be made. At balance date, the details of the outstanding forward foreign exchange contracts are set out below. Refer to note 38(a) for post balance date forward foreign exchange contracts taken out.

Settlement
Less than 6 months
6 months to 1 year
Settlement
Less than 6 months
Settlement
Less than 6 months
SELL UNITED STATES
DOLLARS
2008
2007
USD000
USD000
53,766
6,489
9,000
20,000
62,766
26,489
BUY EUROS
2008
2007
EUR000
EUR000
2,428

2,428

BUY JAPANESE YEN
2008
2007
YEN000
YEN000
268,073

268,073
AVERAGE EXCHANGE
RATES
2008
2007
US$
US$
0.9142
0.7717
0.8474
0.8379
0.9040
0.8207
AVERAGE EXCHANGE
RATE
2008
2007


0.5973

0.5973

AVERAGE EXCHANGE
RATE
2008
2007
¥
¥
91.6800

91.6800
AVERAGE EXCHANGE
RATES
2008
2007
US$
US$
0.9142
0.7717
0.8474
0.8379
0.9040
0.8207
AVERAGE EXCHANGE
RATE
2008
2007


0.5973

0.5973

AVERAGE EXCHANGE
RATE
2008
2007
¥
¥
91.6800

91.6800

– 253 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(ii) Coal price swap contracts – cash flow hedges

The consolidated entity enters into coal swap contracts to sell specified amounts of coal in the future at stipulated prices. The objective of entering into the coal swap contracts is to reduce the coal price related volatility of the consolidated entity’s revenue stream and thereby assist in risk management for the consolidated entity. Coal price speculation is specifically excluded. Coal swap contracts are entered for contracted future sales.

The outstanding coal swap contracts are hedging highly probable forecasted sales of coal. The contracts are timed to mature when funds for coal sales are forecast to be received. At balance date, the details of the outstanding coal swap contracts are set out below. Refer to note 38(a) for post balance date coal swap contracts taken out.

Settlement
6 months to 1 year
1 year to less than 2 years
VOLUME
2008
2007
Tonnes 000
Tonnes 000
300

420

720
AVERAGE COAL PRICE
2008
2007
USD
USD
121.76

121.76

121.76
AVERAGE COAL PRICE
2008
2007
USD
USD
121.76

121.76

121.76

The gains and losses on hedges of anticipated coal sales, interest expense and capital expenditure are recognised in the hedging reserve and the timing of their anticipated recognition as part of sales, interest expense, and capital expenditure are set out below:

Not later than 1 year
1 year to less than 2 years
2 years to less than 3 years
CONSOLIDATED
Net (Loss)/Gain
2008
2007
$000
$000
(12,870)
1,150
(21,734)
106

25
(34,604)
1,281
CONSOLIDATED
Net (Loss)/Gain
2008
2007
$000
$000
(12,870)
1,150
(21,734)
106

25
(34,604)
1,281
1,281

Details of movements in the hedging reserve are set out in note 25. There was no hedge ineffectiveness in the current or prior year.

b) Credit risk exposures

Forward foreign exchange, coal swap, and interest rate swap contracts are subject to credit risk in relation to the relevant counterparties, which are principally large financial institutions. The maximum credit risk exposure is the full amount of unrealised gains on derivative financial instruments, should the counterparty fail to pay the amount which it is committed to pay the consolidated entity. The full amount of the exposure for the consolidated entity is $3,616,000 (2007: $1,281,000) and for the company $Nil (2007: $1,065,000). Further information about the consolidated entity’s and the Company’s exposure to credit risk in relation to derivatives is set out in note 37.

c) Foreign currency, interest rate, and price risk

Information about the consolidated entity’s and the Company’s exposure to foreign currency risk, price risk, and interest rate risk in relation to derivatives is set out in note 37.

– 254 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Fair value

The fair value of forward foreign exchange contracts is determined using forward foreign exchange market rates at reporting date. The fair value of coal swap contracts is determined using forward coal price market rates at reporting date. The market rates are provided by the counterparty to the derivative. The fair value of interest rate swap contracts is calculated as the present value of the estimated future cash flows.

10 OTHER ASSETS (CURRENT)

Prepayments
Overburden at cost
CONSOLIDATED
2008
2007
$000
$000
2,842
1,239
44,772
37,251
47,614
38,490
THE COMPANY
2008
2007
$000
$000
31
80


31
80
THE COMPANY
2008
2007
$000
$000
31
80


31
80
80

11 TRADE AND OTHER RECEIVABLES (NON-CURRENT)

Secured
Director loan – interest bearing
Unsecured
Loan to a related entity
Advances to controlled entities
Less: Accumulated impairment losses
Advances to associated entities
CONSOLIDATED
2008
2007
$000
$000

1,705
2,264





8,171
5,379
10,435
7,084
THE COMPANY
2008
2007
$000
$000




82,645
82,545
(61,897)
(61,796)


20,748
20,749
THE COMPANY
2008
2007
$000
$000




82,645
82,545
(61,897)
(61,796)


20,748
20,749
20,749

a) Terms & conditions relating to the above financial instruments

Details regarding the secured loan to a former Director are set out in note 34(c). The loan is secured against real property, whereby the lender has first right of refusal and the borrower is precluded from mortgaging the property to any other party.

The loan to a related entity represents funds advanced to Newcastle Coal Infrastructure Group Pty Ltd, a company in which the consolidated entity has a minority shareholding. This loan is non-interest bearing and is repayable over the 12 months commencing from 31 January 2011.

Advances to controlled entities by the Company includes a loan to White Mining Limited on acquisition to enable White Mining Limited to repay the majority of its shareholder loans.

Advances to controlled entities by the Company also includes advances to SASE Pty Ltd (SASE), South Australian Coal Corp Pty Limited (SACC), Ballymoney Power Limited (BPL), and an advance to Minerva Coal Pty Ltd which was acquired by the Company on purchase of Minerva Coal Pty Ltd. Details regarding the advances to associated entities are set out in note 33(d).

– 255 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Impaired trade and other receivables

As at 30 June 2008 advances to controlled entities by the Company with a nominal value of $61,897,000 (2007: $61,796,000) were impaired. The impaired advances relate to the amounts receivable by the Company from SASE, SACC and BPL. These amounts are principally contributions toward exploration expenditure.

The value and recoverability of these amounts is related to the Company’s policies with regards to exploration and evaluation expenditure as described in note 1(m).

Movements in the provision for impairment of advances to controlled entities are as follows:

Balance at beginning of the year
Provision for impairment recognised
during the year
Unused amount reversed
Balance at end of the year
CONSOLIDATED
2008
2007
$000
$000







THE COMPANY
2008
2007
$000
$000
61,796
63,639
102
4
(1)
(1,847)
61,897
61,796
THE COMPANY
2008
2007
$000
$000
61,796
63,639
102
4
(1)
(1,847)
61,897
61,796
61,796

The creation and release of the provision for impairment of advances to controlled entities has been included in ’administrative expenses’ in the income statement. Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.

c) Past due but not impaired

None of the non-current trade and other receivables are past due but not impaired.

d) Risk exposure

Information about the consolidated entity’s and the Company’s exposure to credit risk, foreign exchange, and interest rate risk is provided in note 37.

e) Fair value

The carrying values of non-current receivables approximate their fair value.

12 INVENTORY (CURRENT)

Coal at cost
Fuel at cost
Stock of spare parts at cost
Stock of tyres at cost
CONSOLIDATED
2008
2007
$000
$000
27,945
20,468
435
295
820
254
2,612
1,844
31,812
22,861
THE COMPANY
2008
2007
$000
$000









THE COMPANY
2008
2007
$000
$000









– 256 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

13 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

  • a) Interest in associates
Name of Associate
Principal Activity
Unlisted
Australian Coal
Processing Holdings
Pty Ltd
Holding company
Ashton Coal Mines
Limited
Real estate holder &
sales agent
Australian Coal
Processing Pty Ltd
Owned and operated a
coal handling &
processing plant for
part of the 2007
year
CONSOLIDATED
Carrying amount
of investment
2008
2007
$000
$000
20
25
167
179


187
204
THE COMPANY
Percentage Owned
2008
2007
%
%
60(i)
60(i)
60(ii)
60(ii)
60
60

Each of the above associates is incorporated in Australia.

  • (i) A controlled entity of White Mining Limited, White Mining (NSW) Pty Limited (WMNSW), holds 60% (2007: 60%) of the ordinary shares of Australian Coal Processing Holdings Pty Ltd. Under the shareholders agreement between WMNSW and the other shareholders, ICRA Ashton Pty Ltd (ICRAA) and Austral-Asia Coal Holdings Pty Ltd (Austral), all major financial and operating policy decisions require a vote by Directors who together represent shareholders holding 100% of the shares or a vote by shareholders who together hold 100% of the shares. Therefore decisions must be passed unanimously and WMNSW’s voting power is equivalent to 33.33% (2007: 33.33%).

  • (ii) A controlled entity of White Mining Limited, White Mining (NSW) Pty Limited (WMNSW), holds 60% (2007: 60%) of the ordinary shares of Ashton Coal Mines Limited. Under the shareholders agreement between WMNSW and the other shareholders, ICRA Ashton Pty Ltd (ICRAA) and Austral-Asia Coal Holdings Pty Ltd (Austral), all major financial and operating policy decisions require unanimous resolution of the shareholders. Therefore major decisions must be passed unanimously and WMNSW’s voting power is equivalent to 33.33% (2007: 33.33%).

– 257 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
b)
Carrying amount of
investments in
associates
Balance at the beginning
of the financial year
Return of share capital
from associate
Share of associates’ net
losses
13c
Carrying amount of
investments in associates
at the end of the
financial year
c)
Share of associates’
losses
Loss before income tax
Income tax (expense)/
benefit
Loss after income tax
13b
d)
Summarised financial
information of
associates
Assets
Liabilities
Revenues
Losses
CONSOLIDATED
2008
2007
$000
$000
204
4,866

(3,949)
(17)
(713)
187
204
CONSOLIDATED
2008
2007
$000
$000
204
4,866

(3,949)
(17)
(713)
187
204
THE COMPANY
2008
2007
$000
$000







THE COMPANY
2008
2007
$000
$000







(12)
(5)
(741)
28


(17)
70,842
(70,560)
(329,156)
28
(713)
9,135
(8,824)
(119,025)
577







14 OTHER FINANCIAL ASSETS (NON-CURRENT)

Note
Controlled entities at cost
6
Less: Accumulated impairment
losses
CONSOLIDATED
2008
2007
$000
$000





THE COMPANY
2008
2007
$000
$000
256,736
256,736
(15,343)
(15,343)
241,393
241,393
THE COMPANY
2008
2007
$000
$000
256,736
256,736
(15,343)
(15,343)
241,393
241,393
241,393

– 258 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

15 PROPERTY, PLANT AND EQUIPMENT

a) Property, plant and equipment

Plant and equipment – at
cost
Less: Accumulated
depreciation
Mine development – at
cost
Less: Accumulated
amortisation
Freehold land and
buildings – at cost
Less: Accumulated
depreciation
Plant and equipment under
lease – at cost
Less: Accumulated
amortisation
Assets under construction –
at cost
Land acquisition in
progress
Total property, plant and
equipment
CONSOLIDATED
2008
2007
$000
$000
115,262
36,110
(21,823)
(11,768)
CONSOLIDATED
2008
2007
$000
$000
115,262
36,110
(21,823)
(11,768)
THE COMPANY
2008
2007
$000
$000
946
583
(468)
(258)
478
325












31

(4)

27

247
31


752
356
THE COMPANY
2008
2007
$000
$000
946
583
(468)
(258)
478
325












31

(4)

27

247
31


752
356
93,439
63,688
(13,219)
50,469
20,375
(690)
19,685
41,210
(17,387)
23,823
5,686
4,762
24,342
29,798
(7,822)
21,976
14,052
(453)
13,599
34,677
(10,416)
24,261
111,120
585
478






31
(4)
27
247
325



31
197,864 195,883 752

– 259 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Assets pledged as security

Included in the balance of property, plant and equipment are assets over which charges listed in note 19 and note 20 have been granted as security.

The value of non-current assets pledged as security are:

Land & buildings
Mine development
Plant and equipment
Plant and equipment under
lease
Assets under construction
Other financial assets
CONSOLIDATED
2008
2007
$000
$000
7,855
2,732
50,469
21,976
93,439
24,342
23,823
24,261
5,657
111,120


181,243
184,431
THE COMPANY
2008
2007
$000
$000




478
325
27

247
31
92
92
844
448
THE COMPANY
2008
2007
$000
$000




478
325
27

247
31
92
92
844
448
448

– 260 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

  • c) Reconciliations Reconciliation of the carrying amounts of property, plant and equipment at the beginning and end of the year
Plant and equipment
Carrying amount at beginning
Additions
Transfers
Disposals
Depreciation expense
Mine development
Carrying amount at beginning
Additions
Transfers
Disposals
Depreciation expense
Freehold land & buildings
Carrying amount at beginning
Additions
Transfers
Disposals
Depreciation expense
Leased plant and equipment
Carrying amount at beginning
Additions
Transfers
Disposals
Amortisation expense
Assets under construction
Carrying amount at beginning
Additions
Transfers
Disposals
CONSOLIDATED
2008
2007
$000
$000
24,342
35,279
246
91
79,055
87
(63)
(6,174)
(10,141)
(4,941)
93,439
24,342
CONSOLIDATED
2008
2007
$000
$000
24,342
35,279
246
91
79,055
87
(63)
(6,174)
(10,141)
(4,941)
93,439
24,342
THE COMPANY
2008
2007
$000
$000
325
319
46

316
422

(263)
(209)
(153)
478
325




























31



(4)

27

31
37
720
416
(504)
(422)


247
31
THE COMPANY
2008
2007
$000
$000
325
319
46

316
422

(263)
(209)
(153)
478
325




























31



(4)

27

31
37
720
416
(504)
(422)


247
31
21,976
976
32,813

(5,296)
12,897
2,778
10,155
(1,783)
(2,071)








50,469 21,976
13,599
4,480
3,359
(1,385)
(368)
7,288
2,153
5,189
(956)
(75)








19,685 13,599
24,261
5,099
1,704
(163)
(7,078)
29,487
3,861
(1)
(2,719)
(6,367)


31

(4)




23,823 24,261 27
111,120
11,069
(116,503)
41,427
84,005
(11,413)
(2,899)
31
720
(504)
37
416
(422
5,686 111,120 247

– 261 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

As at 30 June 2007, assets under construction primarily represented the development costs for the Ashton underground project. These costs were transferred to their applicable class of property, plant and equipment during the year ended 30 June 2008.

Land acquisition in progress
Carrying amount at beginning
Additions
Transfers
CONSOLIDATED
2008
2007
$000
$000
585
4,017
4,762
585
(585)
(4,017)
4,762
585
THE COMPANY
2008
2007
$000
$000







THE COMPANY
2008
2007
$000
$000







16 EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets-at cost
Provision for write-down to recoverable
amount
CONSOLIDATED
2008
2007
$000
$000
46,749
42,325
(28,841)
(28,528)
17,908
13,797
THE COMPANY
2008
2007
$000
$000





THE COMPANY
2008
2007
$000
$000





a) Reconciliation

Reconciliation of the carrying amount of exploration and evaluation assets at the beginning and end of the year

Exploration and evaluation –
at cost
Carrying amount at beginning
Additions
Disposals
Amortisation expense
CONSOLIDATED
2008
2007
$000
$000
13,797
10,259
5,932
4,927
(1,507)
(1,139)
(314)
(250)
17,908
13,797
THE COMPANY
2008
2007
$000
$000









THE COMPANY
2008
2007
$000
$000









– 262 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Areas of interest

Expenditure carried forward at 30 June 2008 relates to exploration expenditure by subsidiary companies in the following areas of interest. The ultimate recoupment of this expenditure is dependent on the successful development and commercial exploitation, or alternatively, the sale, at a minimum of book value, of these areas of interest.

Athena
Yarrabee
Ashton
Moolarben
Minerva
Harrybrandt
CONSOLIDATED
2008
2007
$000
$000
348
126
2,020
1,867
1,352
1,543
13,919
10,179

82
269

17,908
13,797
THE COMPANY
2008
2007
$000
$000













THE COMPANY
2008
2007
$000
$000













17 INTANGIBLES

Yarrabee mining tenement – at cost
Less: Accumulated amortisation
Minerva mining tenement – at cost
Less: Accumulated amortisation
Ashton mining tenement – at cost
Less: Accumulated amortisation
Moolarben mining tenement – at cost
Rail access rights – at cost
Less: Accumulated amortisation
Computer software – at cost
Less: Accumulated amortisation
Total intangible assets
CONSOLIDATED
2008
2007
$000
$000
4,845
4,845
(2,734)
(2,131)
7,781
7,781
(1,224)
(645)
54,297
54,297
(7,973)
(4,490)
131,199
162,547
CONSOLIDATED
2008
2007
$000
$000
4,845
4,845
(2,734)
(2,131)
7,781
7,781
(1,224)
(645)
54,297
54,297
(7,973)
(4,490)
131,199
162,547
THE COMPANY
2008
2007
$000
$000













THE COMPANY
2008
2007
$000
$000













186,191
9,241
(1,214)
8,027
702
(401)
301
222,204
9,241
(593)
8,648
545
(245)
300




702
(401)
301

545
(245)
300
194,519 231,152 301 300

a) Security

There is a First Registered Mortgage over mining tenements owned by the consolidated entity, with the exception of the Moolarben mining tenement.

– 263 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Reconciliations

Reconciliations of the carrying amount of intangible assets at the beginning and end of the year

Note
Mining tenements –
at cost
Carrying amount at
beginning
Disposals
28c
Amortisation expense
Rail access rights –
at cost
Carrying amount at
beginning
Additions
Disposals
Amortisation expense
Computer software –
at cost
Carrying amount at
beginning
Additions
Transfers
Amortisation expense
CONSOLIDATED
2008
2007
$000
$000
222,204
225,406
(31,348)

(4,665)
(3,202)
186,191
222,204
CONSOLIDATED
2008
2007
$000
$000
222,204
225,406
(31,348)

(4,665)
(3,202)
186,191
222,204
THE COMPANY
2008
2007
$000
$000







THE COMPANY
2008
2007
$000
$000







8,648


(621)
10,266
1,529
(2,783)
(364)






8,027 8,648
300

157
(156)
477
22

(199)
300

157
(156)
477
22

(199
301 300 301 300

18 TRADE AND OTHER PAYABLES (CURRENT)

Unsecured
Trade creditors
Other creditors
Deferred Minerva Payment
Advances from controlled entities
Employee benefits
CONSOLIDATED
2008
2007
$000
$000
44,959
31,249
6,222
2,203
250



4,328
3,256
55,759
36,708
THE COMPANY
2008
2007
$000
$000
890
786
32
108
250

56,403

622
324
58,197
1,218
THE COMPANY
2008
2007
$000
$000
890
786
32
108
250

56,403

622
324
58,197
1,218
1,218

– 264 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

19 INTEREST-BEARING LIABILITIES (CURRENT)

Secured
Bank loan
Finance leases
CONSOLIDATED
2008
2007
$000
$000
12,519
10,250
8,337
7,182
20,856
17,432
THE COMPANY
2008
2007
$000
$000
3,500
3,500
9

3,509
3,500
THE COMPANY
2008
2007
$000
$000
3,500
3,500
9

3,509
3,500
3,500

20 INTEREST-BEARING LIABILITIES (NON-CURRENT)

Secured
Bank loan
Finance Leases
CONSOLIDATED
2008
2007
$000
$000
55,106
65,375
15,261
17,530
70,367
82,905
THE COMPANY
2008
2007
$000
$000
8,625
12,125
17

8,642
12,125
THE COMPANY
2008
2007
$000
$000
8,625
12,125
17

8,642
12,125
12,125

a) Terms & conditions relating to above financial instruments

  • i) Finance leases have lease terms ranging up to 7 years with some having the option to purchase the asset at completion of the lease term for the assets’ market value or contracted value. The effective interest rates implicit in the leases range from 6.9% to 13.4%. Lease liabilities are secured by charges over the leased assets. Certain leases also contain restrictions requiring notification to the lessors of any further finance leases entered into.

  • ii) At 30 June 2008 bank loans represent a number of facilities as detailed below.

Multi-option facility agreement-working capital facility

This is a revolving cash advance facility for working capital up to $27,400,000 and consists of a floating rate bill which at maturity can be rolled for 30,60,90,120 or 180 days. Interest on the bill is charged at BBSY for the appropriate tenor plus a margin of 1.30% (2007: 1.30%), currently 9.19% (2007: 7.79%). At 30 June 2008 the drawn down amount was $Nil (2007: $Nil).

Multi-option facility agreement-term debt facility

This is a loan for capital expenditure at the Minerva mine for $12,125,000 (2007: $15,625,000) and consists of a fixed rate bill in the amount of $10,702,000 (2007: $13,794,000) at a current interest rate of 6% (2007: 6%). The bill rolls quarterly with the rate fixed for the term of the loan. The facility also includes a floating rate bill of $1,423,000 (2007: $1,831,000) which at maturity can be rolled for 30, 60, 90, 120 or 180 days. Interest on the floating rate bill is charged at BBSY for the appropriate tenor plus a margin of 1.30% (2007: 1.30%), currently 9.19% (2007: 7.79%). The term debt facility matures on 30 June 2010 and principal is repayable each quarter in the amount of $875,000. At 30 June 2008, the current portion of the loan is $3,500,000 (2007: $3,500,000) and the non-current portion is $8,625,000 (2007: $12,125,000).

– 265 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Ashton Underground-syndicated facility agreement

This facility is for the development of the Ashton underground project for $60,000,000 and consists of a floating rate bill which at maturity can be rolled for 30, 60 or 90 days. Interest on the floating rate bill is charged at BBSY for the appropriate tenor plus a margin of 0.80%, currently 8.69% (2007: 7.29%). The facility matures on 31 December 2011 and principal is repayable each quarter in varying amounts. The drawn down amounts were required to be held in a drawdown holding account (refer note 7) and prior to project completion, amounts released from the drawdown holding account totalling $60,000,000 attracted an additional interest margin of 0.95% per annum. After project completion, amounts released from the drawdown holding account attract an additional interest margin of 0.70% per annum. At 30 June 2008, the current portion of the loan is $9,019,000 (2007: $6,750,000) and the non-current portion is $46,481,000 (2007: $53,250,000).

b) Security

The above loans and other banking facilities are secured by first registered company charges (mortgage debentures), first registered mortgages, fixed and floating charges, deeds of cross charges, bank guarantees and scrip liens exist over all the assets of certain entities in the consolidated entity. The terms of the charges preclude the assets being sold or being used as security for further mortgages or charges without permission of the other holders. Refer to note 15(b) and 17(a) for details.

c) Financing facilities available

At the reporting date, the following financing facilities had been negotiated and were available:

Total Facilities
Working capital facility
Term debt facility
Underground syndicated facility
Indemnity/guarantee facility
Lease finance facility
CONSOLIDATED
2008
2007
$000
$000
27,400
27,400
12,125
15,625
55,500
60,000
27,000
27,000
23,599
24,712
145,624
154,737
THE COMPANY
2008
2007
$000
$000
27,400
27,400
12,125
15,625


27,000
27,000
26

66,551
70,025
THE COMPANY
2008
2007
$000
$000
27,400
27,400
12,125
15,625


27,000
27,000
26

66,551
70,025
70,025

– 266 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Note
Facilities used at
reporting date
Working capital facility
Term debt facility
Underground syndicated
facility
Indemnity/guarantee
facility
35
Lease finance facility
Facilities unused at
reporting date
Working capital facility
Term debt facility
Underground syndicated
facility
Indemnity/guarantee
facility
Lease finance facility
CONSOLIDATED
2008
2007
$000
$000


12,125
15,625
55,500
60,000
14,705
18,311
23,599
24,712
105,929
118,648
CONSOLIDATED
2008
2007
$000
$000


12,125
15,625
55,500
60,000
14,705
18,311
23,599
24,712
105,929
118,648
THE COMPANY
2008
2007
$000
$000


12,125
15,625


12,892
16,499
26

25,043
32,124
THE COMPANY
2008
2007
$000
$000


12,125
15,625


12,892
16,499
26

25,043
32,124
32,124
27,400


12,295
27,400


8,689
27,400


14,108
27,400


10,501
39,695 36,089 41,508 37,901

d) Fair value

The carrying amounts and fair value of borrowings at balance date are:

Consolidated
Bank loans – current
Finance leases – current
Bank loans – non-current
Finance leases – non-current
The Company
Bank loans – current
Finance leases – current
Bank loans – non-current
Finance leases – non-current
CARRYING
AMOUNT
2008
$000
12,519
8,337
55,106
15,261
91,223
FAIR
VALUE
2008
$000
12,519
8,337
55,106
15,261
91,223
CARRYING
AMOUNT
2007
$000
10,250
7,182
65,375
17,530
100,337
FAIR
VALUE
2007
$000
10,250
7,182
65,375
17,530
100,337
3,500
9
8,625
17
3,500
9
8,625
17
3,500

12,125
3,500

12,125
12,151 12,151 15,625 15,625

– 267 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

The fair value of current borrowings equals their carrying amount, as the impact of discounting is not significant. The fair value of non-current borrowings at a floating interest rate is the same as their carrying value. The fair value of non-current borrowings at a fixed interest rate does not differ to their carrying value by a material amount.

e) Risk exposures

Details of the consolidated entity’s and the parent entity’s exposures to risks arising from borrowings are set out in note 37.

21 PROVISIONS (CURRENT)

Rehabilitation CONSOLIDATED
2008
2007
$000
$000
608
1,121
608
1,121
THE COMPANY
2008
2007
$000
$000



THE COMPANY
2008
2007
$000
$000



Provision for future rehabilitation of mine sites is made in accordance with note 1(t). The provision is expected to settle when the area disturbed is no longer in use or at the end of the life of the mine. The above amount represents those areas expected to be rehabilitated during the next 12 months.

Notes
Movements in current provision
for rehabilitation
Carrying amount at beginning of
financial year
Additional provision recognised
Amounts used
Transfers
23
Amounts derecognised on
disposal of interest in joint
ventures
Carrying amount at end of year
CONSOLIDATED
2008
2007
$000
$000
1,121
1,967

530

(41)
(513)
(1,256)

(79)
608
1,121
THE COMPANY
2008
2007
$000
$000











THE COMPANY
2008
2007
$000
$000











22 TRADE AND OTHER PAYABLES (NON-CURRENT)

Deferred Minerva payment
Unsecured loan – non-interest
bearing
CONSOLIDATED
2008
2007
$000
$000
2,679
2,724
1,693
1,693
4,372
4,417
THE COMPANY
2008
2007
$000
$000
2,679
2,724


2,679
2,724
THE COMPANY
2008
2007
$000
$000
2,679
2,724


2,679
2,724
2,724

– 268 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

a) Fair value

The carrying amounts of non-current trade and other payables is assumed to approximate their fair value. The carrying value of the deferred Minerva payment is based on cash flows discounted using a rate of 7.5%. The unsecured loan is repayable at call.

23 PROVISIONS (NON-CURRENT)

Rehabilitation CONSOLIDATED
2008
2007
$000
$000
7,163
5,481
7,163
5,481
THE COMPANY
2008
2007
$000
$000



THE COMPANY
2008
2007
$000
$000



Rehabilitation

Provision for future rehabilitation of mine sites is made in accordance with note 1(t). The provision is expected to settle when the area disturbed is no longer in

use or at the end of the life of the mine. The above amount represents those areas expected to be rehabilitated after 12 months or at the end of the life of the mine.

Movements in non-current provision for rehabilitation

Notes
Carrying amount at beginning of
financial year
Additional provision recognised
Amounts derecognised on disposal
of
interest in joint ventures
Transfers
21
Carrying amount at the end of the
year
CONSOLIDATED
2008
2007
$000
$000
5,481
3,220
1,169
1,148

(143)
513
1,256
7,163
5,481
THE COMPANY
2008
2007
$000
$000









THE COMPANY
2008
2007
$000
$000









24 ISSUED CAPITAL

  • a) Share capital
Issued and fully paid up ordinary
shares, 196,325,038 (June 2007:
196,155,038)
CONSOLIDATED
2008
2007
$000
$000
444,833
444,378
444,833
444,378
THE COMPANY
2008
2007
$000
$000
444,833
444,378
444,833
444,378
THE COMPANY
2008
2007
$000
$000
444,833
444,378
444,833
444,378
444,378

– 269 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

b) Movements in shares on issue

Notes
ORDINARY SHARES
Beginning of the year
Options exercised during
the year
24e
Transfer from options
reserve on exercise of
options
25b
Conversion of B class
shares to fully paid
ordinary shares on 16
November 2006 (i)
24c
End of the year
B CLASS SHARES
Beginning of the year
Conversion of B class
shares to fully paid
ordinary shares on 16
November 2006 (i)
24c
End of the year
2008
Number of
shares
196,155,038
170,000


196,325,038
2008
$000
444,378
156
299

444,833
2007
Number of
shares
180,233,038
8,422,000

7,500,000
196,155,038
2007
$000
420,133
6,384
2,336
15,525
444,378
15,525
(15,525)


7,500,000
(7,500,000)
15,525
(15,525
  • (i) On 15 April 2005, 82,000,000 ordinary shares, 7,500,000 A class shares and 7,500,000 B class shares were issued as consideration in the acquisition of 100% of White Mining Limited. The value placed on the ordinary shares was the market price at the date of acquisition of $2.30 per share. The value of the A class shares and the B class shares were $2.16 and $2.07 respectively, based on an independent valuation.

c) Terms and conditions of issued capital

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle the holder to one vote either in person or by proxy, at a meeting of the Company.

B Class shares

Until the B class shares converted to fully paid ordinary shares on 16 November 2006 they had no entitlement to participate in dividends, no voting rights, and were only entitled to participate in the capital of the Company upon winding up to the extent of $0.01 per share. The B class shares converted to fully paid ordinary shares upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after 15 April 2005 exceeding the hurdle price of $3.50.

– 270 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Capital risk management

Total capital comprises total equity as shown in the balance sheet (including minority interest) plus total interest bearing liabilities. The consolidated entity’s and the Company’s primary objectives when managing capital are to ensure the continued ability to provide a consistent return for equity stakeholders through a combination of capital growth and distributions and to maintain an optimal capital structure to reduce the cost of capital. In order to achieve these objectives, the consolidated entity seeks to maintain a debt to equity ratio (gearing ratio) that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the consolidated entity to meet its working capital and strategic investment needs. In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or alter the amount of debt.

The gearing ratio at the balance sheet date is shown below:

Note
Total borrowings
20d
Total equity
Total capital
Gearing ratio
CONSOLIDATED
2008
2007
$000
$000
91,223
100,337
547,491
402,199
638,714
502,536
14%
20%
THE COMPANY
2008
2007
$000
$000
12,151
15,625
369,403
350,530
381,554
366,155
3%
4%
THE COMPANY
2008
2007
$000
$000
12,151
15,625
369,403
350,530
381,554
366,155
3%
4%
366,155
4%

The decrease in the gearing ratio during 2008 resulted from the repayment of borrowings. There have been no changes in the capital management objectives during the year, nor in the items considered to be capital.

All financial covenants specified under borrowing facilities have been complied with during the year.

– 271 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

e) Share-based payment arrangements

The following options over ordinary fully paid shares existed during 2008 for the Company and the consolidated entity.

Grant date
Expiry date
Exercise
Price
19 November 2001
7 December
2008 (i)
$ 5.20
13 December 2005
12 December
2009 (iv)
$0.001
11 December 2006
10 December
2010 (v)
$0.001
Total
Weighted average
exercise price
Weighted average
share price for
options exercised
during the year
Weighted average
remaining
contractual life for
options outstanding
Balance
at the
beginning
of the
year 1
July 2007
No.
30,000
200,000
100,000
330,000
$ 0.47
Granted
during
the year
No.



Exercised
during
the year
No.
(30,000)
(115,000)
(25,000)
(170,000)
$ 0.92
$ 7.04
Forfeited
or
expired
during
the year
No.

(55,000)

(55,000)
$ 0.001
Balance
at the
end of
the
financial
year 30
June
2008
Exercisable
at the
end of
the year
30 June
2008
No.
No.


30,000

75,000

105,000

$ 0.001
2.17 years
Balance
at the
end of
the
financial
year 30
June
2008
Exercisable
at the
end of
the year
30 June
2008
No.
No.


30,000

75,000

105,000

$ 0.001
2.17 years

– 272 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The following options over ordinary fully paid shares existed during 2007 for the Company and the consolidated entity.

Grant date
Expiry date
Exercise
Price
19 November 2001
7 December
2008 (i)
$ 5.20
8 October 2003
8 October 2008
(ii)
$ 0.85
11 November 2004
30 June 2007
(iii)
$ 0.01
11 November 2004
30 June 2008
(iii)
$ 0.01
13 December 2005
12 December
2009 (iv)
$0.001
11 December 2006
10 December
2010 (v)
$0.001
Total
Weighted average
exercise price
Weighted average
share price for
options exercised
during the year
Weighted average
remaining
contractual life for
options outstanding
Balance
at the
beginning
of the
year 1
July 2006
No.
30,000
7,500,000
832,000
70,000
300,000

8,732,000
$ 0.75
Granted
during
the year
Exercised
during
the year
No.
No.



(7,500,000)

(832,000)

(70,000)

(20,000)
100,000

100,000
(8,422,000)
$ 0.001 $ 0.76
$ 4.99
Forfeited
or
expired
during
the year
No.




(80,000)

(80,000)
$ 0.001
Balance
at the
end of
the
financial
year 30
June
2007
Exercisable
at the
end of
the year
30 June
2007
No.
No.
30,000
30,000






200,000
90,000
100,000

330,000
120,000
$ 0.47
$ 1.30
2.20 years
Balance
at the
end of
the
financial
year 30
June
2007
Exercisable
at the
end of
the year
30 June
2007
No.
No.
30,000
30,000






200,000
90,000
100,000

330,000
120,000
$ 0.47
$ 1.30
2.20 years
120,000
$ 1.30
  • (i) Options exercisable upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after the grant date exceeding the hurdle price of $5.20. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights.

  • (ii) 15,000,000 options were issued as part consideration in the purchase of Yarrabee Coal Company Pty Ltd. The options were exercisable upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after the grant date exceeding the hurdle price of $0.85. The options carry no voting or dividend rights and are non-transferable.

  • (iii) Grants of options during 2005 were approved by shareholders at the Annual General Meeting for 2004 held on 11 November 2004. The options were granted to certain Directors and other key management personnel. Options were granted for no cash consideration and are exercisable anytime from immediately upon the performance hurdle being met until the expiry date. Options carry no dividend or voting rights and are non-transferable.

  • (iv) Options granted under the Felix Resources Operations General Managers Equity Participation Plan. 60,000 options vest immediately, 75,000 on 13 December 2006 and 2007, and 90,000 on 13 December 2008. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager ceases to be a General Manager. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $1.73 at grant date was determined using a

– 273 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option. The model inputs for options granted during 2006 included:

(a) grant date 13 December 2005
(b) weighted average share price at grant date $1.91
(c) exercise price $0.001
(d) expected volatility 55%
(e) expiry date 12 December 2009
(f) expected dividends 2.50%
(g) risk-free interest rate 5.18%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

  • (v) Options granted under the Felix Resources Operations General Managers Equity Participation Plan. 25,000 options vest on 11 December 2007, 35,000 on 11 December 2008, and 40,000 on 11 December 2009. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager ceases to be a General Manager. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $4.00 at grant date was determined using a binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

The model inputs for options granted during 2007 included:

(a) grant date 11 December 2006
(b) weighted average share price at grant date $4.16
(c) exercise price $0.001
(d) expected volatility 43%
(e) expiry date 10 December 2010
(f) expected dividends 1.00%
(g) risk-free interest rate 5.86%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

  • (vi) Forfeited or expired share options were those granted under the Felix Resources Operations General Managers Equity Participation Plan which lapsed upon the resignation of a General Manager on 2 July 2007.

Total expenses arising from share-based payment transactions recognised during the year as part of employee benefits expense were as follows.

Note
Options granted
25b
CONSOLIDATED
2008
2007
$000
$000
135
593
THE COMPANY
2008
2007
$000
$000
135
593

– 274 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

25 RESERVES & RETAINED EARNINGS

a) Composition of reserves

Options reserve
Capital profits
Foreign currency
translation
Hedging reserve
Movements in reserves
Notes
Options reserve
Balance at beginning of
year
Non-cash share-based
payments expense
24e
Options exercised, transfer
to share capital
24b
Balance at end of year
Capital profits
Balance at beginning of
year
Balance at end of year
Foreign currency
translation
Balance at beginning of
year
Balance at end of year
Hedging reserve
Balance at beginning of
year
(Losses)/gains recognised
Transferred to profit
Current tax
Deferred tax
Balance at end of year
CONSOLIDATED
2008
2007
$000
$000
235
399
4,285
4,285
424
424
(24,224)
1,573
(19,280)
6,681
CONSOLIDATED
2008
2007
$000
$000
399
2,142
135
593
(299)
(2,336)
235
399
CONSOLIDATED
2008
2007
$000
$000
235
399
4,285
4,285
424
424
(24,224)
1,573
(19,280)
6,681
CONSOLIDATED
2008
2007
$000
$000
399
2,142
135
593
(299)
(2,336)
235
399
THE COMPANY
2008
2007
$000
$000
235
399
4,285
4,285



1,422
4,520
6,106
THE COMPANY
2008
2007
$000
$000
399
2,142
135
593
(299)
(2,336)
235
399
4,285
4,285
4,285
4,285




1,422
3,961
(1,065)
2,440
(967)
(6,067)
290
617
320
471

1,422
THE COMPANY
2008
2007
$000
$000
235
399
4,285
4,285



1,422
4,520
6,106
THE COMPANY
2008
2007
$000
$000
399
2,142
135
593
(299)
(2,336)
235
399
4,285
4,285
4,285
4,285




1,422
3,961
(1,065)
2,440
(967)
(6,067)
290
617
320
471

1,422
4,285 4,285 4,285 4,285
4,285 4,285 4,285
424 424
424 424
1,573
(12,370)
(24,482)
290
10,765
3,961
2,656
(6,067)
617
406
1,422
(1,065)
(967)
290
320
3,961
2,440
(6,067
617
471
(24,224) 1,573

b) Movements in reserves

– 275 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

c) Nature and purpose of reserves

Options reserve

The options reserve is used to recognise the fair value at grant date of options issued but not exercised. The options comprising this reserve at 30 June 2008 are those issued under the Felix Resources Operations General Managers Equity Participation Plan.

Capital profits

The capital profits reserve was used to record non-trading capital profits. The reserve has not changed in a number of years.

Foreign currency translation

Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1(w). The reserve is recognised in profit and loss when the net investments are disposed of.

Hedging reserve

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge which are recognised directly in equity, as described in note 1(x). Amounts are recognised in the income statement or as part of property, plant and equipment when the associated hedge transaction occurs.

d) Retained earnings/(accumulated losses)

Balance at beginning of the year
Profit attributable to members of
Felix Resources Limited
Dividends paid
Balance at the end of the year
CONSOLIDATED
2008
2007
$000
$000
(52,189)
(91,936)
188,261
46,957
(17,662)
(7,210)
118,410
(52,189)
THE COMPANY
2008
2007
$000
$000
(99,954)
(115,746)
37,666
23,002
(17,662)
(7,210)
(79,950)
(99,954)

26 MINORITY INTEREST

Interest in:

Issued capital
Accumulated losses
Reserves
CONSOLIDATED
2008
2007
$000
$000
961
961
(560)
(759)
3,127
3,127
3,528
3,329

– 276 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

27 EARNINGS PER SHARE

a) Reconciliation of earnings used in calculating earnings per share

Profit after income tax
Profit attributable to minority interest
Profit attributable to the ordinary equity holders of Felix Resources
Limited used in calculating basic and diluted earnings per share
CONSOLIDATED
2008
2007
$000
$000
188,460
47,159
(199)
(202)
188,261
46,957
CONSOLIDATED
2008
2007
$000
$000
188,460
47,159
(199)
(202)
188,261
46,957
46,957

b) Weighted average number of shares used in calculating earnings per share

Weighted average number of ordinary shares used as the denominator
in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options
Weighted average number of ordinary shares and potential ordinary
shares used as the denominator in calculating diluted earnings per
share
2008
No. of shares
196,261,627
158,285
196,419,912
2007
No. of shares
186,380,197
203,905
186,584,102
  • c) The following potential ordinary shares are not dilutive and are therefore excluded from the weighted average number of ordinary shares used in the calculation of diluted earnings per share
Options 2008
No. of shares

2007
No. of shares
30,000
30,000
  • d) Weighted average number of converted, lapsed or cancelled potential ordinary shares included in the calculation of diluted earnings per share
2008 2007
_No. _ _of _ shares _No. _ _of _ shares
Options converted 52,090 16,040

For terms and conditions relating to the above potential ordinary shares, refer to note 24.

– 277 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

28 CASH FLOW STATEMENTS

a) Reconciliation of the profit after income tax to the net cash flows from continuing operations

Profit after income tax
Dividends received
Depreciation of non-current assets
Amortisation of leased assets
Amortisation of mining tenements
Amortisation of exploration
Amortisation of other intangible
assets
Amortisation of Minerva deferred
purchase consideration
Net loss/(gain) on disposal of
property, plant and equipment
Net gain on disposal of
available-for-sale financial assets
Net gain on disposal of 20% of
Moolarben Joint Venture
Net loss/(gain) on disposal of 28.7%
of Minerva & Athena Joint
Ventures
Non-cash foreign currency gains
transferred to profit for the year
Share-based payments expense
Share of net losses of associates
accounted for using the equity
method
Provision for write-down advances
to controlled entities
Changes in assets and liabilities, net
of effects from disposal of
interests in joint ventures and
projects (refer note 2c)
(Increase)/decrease in trade &
other receivables
(Increase)/decrease in prepayments
Increase in overburden in advance
Increase in inventory
Decrease in development assets
Decrease/(increase) in deferred tax
assets
Increase/(decrease) in trade and
other creditors
Increase/(decrease) in employee
benefits
Increase in rehabilitation provision
Increase in tax provision
(Decrease)/increase in deferred tax
liability
Net cash inflow/(outflow) from
operating activities
CONSOLIDATED
2008
2007
$000
$000
188,460
47,159


15,805
7,087
7,078
6,367
4,665
3,202
314
250
777
563
204
378
14
(13)

(1,136)
(123,657)
(17,956)
34
(28,208)
(967)
(2,056)
135
593
17
713


(61,602)
22,203
(1,603)
(820)
(7,521)
(15,044)
(8,951)
(3,755)

1,075
48,243
(20,605)
14,271
(4,920)
1,072
1,467

1,637
19,262
674
(1,846)
22,530
94,204
21,385
THE COMPANY
2008
2007
$000
$000
37,666
23,002

(7,210)
209
153
4





156
199
204
378

(21)





79
(967)
(2,056)
135
593


101
(1,843)
(71,071)
(2,212)
49
12






9,484
(11,878)
28
(905)
298
(10)


19,225
617
328
(254)
(4,151)
(1,356)

– 278 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

b) Reconciliation of cash

Cash balance comprises:
Cash at bank and on hand
Short-term deposits
Closing cash balance
CONSOLIDATED
2008
2007
$000
$000
5,844
11,495
231,249
5,965
237,093
17,460
THE COMPANY
2008
2007
$000
$000
1,134
4,777
108,342
5,501
109,476
10,278
THE COMPANY
2008
2007
$000
$000
1,134
4,777
108,342
5,501
109,476
10,278
10,278

c) Disposal of 20% interest in Moolarben Joint Venture

Effective 30 June 2007 the consolidated entity disposed of 10% of its interest in the Moolarben Coal Project. This transaction decreased Felix’s interest in the coal project from 100% to 90% and resulted in the formation of the Moolarben Joint Venture. As the sale was subject to various conditions, only the first tranche of the sale proceeds were recognised during the year ended 30 June 2007. The balance of the sale proceeds were recognised during the year ended 30 June 2008. Effective 29 February 2008 the consolidated entity disposed of 10% of its interest in the Moolarben Joint Venture. This transaction decreased Felix’s interest in the joint venture from 90% to 80%. The disposal details are:

Notes
Consideration:
Cash received
Cash receivable
8
Net assets of the
Moolarben Joint
Venture disposed:
Exploration & evaluation
assets
Freehold land &
buildings
Mining tenements
17b
Carrying amount of
assets disposed
Gain on disposal before
tax
2c
CONSOLIDATED
2008
2007
$000
$000
157,863


20,000
157,863
20,000
CONSOLIDATED
2008
2007
$000
$000
157,863


20,000
157,863
20,000
THE COMPANY
2008
2007
$000
$000





THE COMPANY
2008
2007
$000
$000





1,473
1,385
31,348
34,206
1,139
905

2,044





123,657 17,956

At 30 June 2007, $20,000,000 is shown as a receivable from Sojitz Moolarben Resources Pty Ltd.

d) Disposal of 28.7% interest in Minerva & Athena Joint Ventures

Effective 1 July 2006 the consolidated entity disposed of 21.4% of its interest in the Minerva and Athena Joint Ventures. This transaction decreased Felix’s interest in the joint ventures from 70% to 55%. Effective 1 October 2006 the consolidated entity disposed of 7.3% of its interest in the Minerva and Athena Joint Ventures. This transaction decreased Felix’s interest in the joint ventures from 55% to 51%. The disposal details are:

– 279 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Consideration:
Cash received
Net assets of the Minerva
& Athena Joint Ventures
disposed:
Cash and cash
equivalents
Trade and other
receivables
Inventory
Other current assets
Non-current other
financial assets
Exploration and
evaluation assets
Property, plant and
equipment
Intangible assets
Trade and other payables
Interest bearing
liabilities
Provisions
Carrying amount of net
assets disposed
Gain on disposal before tax
2c
Net cash effect:
Cash included in the net
assets disposed
Cash consideration
Cash inflow
CONSOLIDATED
2008
2007
$000
$000

42,100

42,100
CONSOLIDATED
2008
2007
$000
$000

42,100

42,100
THE COMPANY
2008
2007
$000
$000

1,267

1,267









1,346













1,346

(79)



1,267

1,267
THE COMPANY
2008
2007
$000
$000

1,267

1,267









1,346













1,346

(79)



1,267

1,267





34





34
579
277
722
3,777
1,346

13,024
2,784
(2,906)
(5,489)
(222)
13,892















1,346





1,346
(34) 28,208

(579)
42,100


1,267
41,521

e) Non-cash financing and investing activities

Finance lease transactions

During the year the consolidated entity acquired plant and equipment with an aggregate fair value of $6,803,000 (2007:$3,860,000) by means of finance leases. These acquisitions are not included in the Cash Flow Statements.

Other non-cash financing transactions

During 2007, the consolidated entity also acquired rail access rights with a fair value of $869,000 by means of an access facilitation loan with Queensland Rail. These acquisitions are not included in the Cash Flow Statements.

– 280 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

29 JOINT VENTURES

Interest in Joint Venture Operations

A controlled entity, Yarrabee Coal Company Pty Ltd, has a 50% interest in the output of Boonal Joint Venture whose principal activity is the provision of a coal haul road and train load out facilities.

A controlled entity, Proserpina Coal Pty Ltd, has a 51% interest in the output of the Minerva Joint Venture whose principal activity is the development and operation of an open-cut coal mine.

A controlled entity, Athena Coal Pty Ltd, has a 51% interest in the Athena Joint Venture whose principal activity is coal exploration.

A controlled entity, White Mining (NSW) Pty Limited, has a 60% interest in the output of the Ashton Joint Venture whose principal activity is the development and operation of open-cut and underground coal mines.

A controlled entity, Moolarben Coal Mines Pty Limited, has an 80% (2007: 90%) interest in the output of the Moolarben Coal Joint Venture whose principal activity will be the development and operation of open-cut and underground coal mines.

– 281 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The consolidated entity’s interest in the assets, liabilities, revenue and expenses of the joint ventures are included in the consolidated financial statements, in accordance with accounting policy 1(k) under the following classifications:

Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment
Exploration and evaluation assets
Intangible assets
Total non-current assets
Share of assets employed in joint venture operations
Current liabilities
Trade and other payables
Interest bearing liabilities
Provisions
Total current liabilities
Non-current liabilities
Interest bearing liabilities
Provisions
Total non-current liabilities
Share of liabilities incurred in joint venture operations
Share of joint venture operations’ revenue, expenses and results:
Revenues
Expenses
Loss before income tax
CONSOLIDATED
2008
2007
$000
$000
3,467
867
2,304
3,576
16,084
10,384
24,871
20,918
46,726
35,745
8,163
5,371
170,284
175,451
16,381
12,588
192,107
220,377
386,935
413,787
433,661
449,532
32,448
23,335
7,511
6,863
608
345
40,567
30,543
10,142
16,286
5,074
389
15,216
16,675
55,783
47,218
481
506
(207,428)
(132,870)
(206,947)
(132,364)
CONSOLIDATED
2008
2007
$000
$000
3,467
867
2,304
3,576
16,084
10,384
24,871
20,918
46,726
35,745
8,163
5,371
170,284
175,451
16,381
12,588
192,107
220,377
386,935
413,787
433,661
449,532
32,448
23,335
7,511
6,863
608
345
40,567
30,543
10,142
16,286
5,074
389
15,216
16,675
55,783
47,218
481
506
(207,428)
(132,870)
(206,947)
(132,364)
8,163
170,284
16,381
192,107
386,935
5,371
175,451
12,588
220,377
413,787
433,661
32,448
7,511
608
23,335
6,863
345
40,567
10,142
5,074
15,216
16,286
389
16,675
55,783
481
(207,428)
506
(132,870
(206,947)

For capital expenditure commitments relating to joint venture operations refer to note 30. For contingent liabilities relating to joint venture operations refer to note 35.

– 282 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

30 EXPENDITURE COMMITMENTS

a) Capital expenditure commitments

Estimated capital expenditure contracted for at reporting date, but not provided for:

i)
Plant and Equipment
not later than one year share
of joint ventures
other
ii)
Underground development
not later than one year share
of joint ventures
iii)
Mine Development
not later than one year share
of joint ventures
iv)
Freehold land and buildings
not later than one year share
of joint ventures
v)
Exploration expenditure
not later than one year share
of joint ventures
Total capital expenditure
commitments
Lease expenditure commitments
i)
Operating leases
(non-cancellable)
Minimum lease payments not
later than one year
later than one year and not
later than five years
Aggregate lease expenditure
contracted for at balance date
CONSOLIDATED
2008
2007
$000
$000
6,850
756
4,989
67
CONSOLIDATED
2008
2007
$000
$000
6,850
756
4,989
67
THE COMPANY
2008
2007
$000
$000



THE COMPANY
2008
2007
$000
$000





56
1,034
421
1,006




12,929
2,250
CONSOLIDATED
2008
2007
$000
$000
1,695
1,352
1,356
2,027
3,051
3,379


THE COMPANY
2008
2007
$000
$000
393
92
615

1,008
92
92

b) Lease expenditure commitments

Operating leases have remaining lease terms ranging from 8 months to 5 years. Items that are subject to operating leases include mining equipment, office space and small items of office equipment. The consolidated entity does not have the option to purchase the leased assets at the expiry of the lease period.

– 283 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

ii) Finance leases

Consolidated
not later than one year
later than one year and not later than
five years
later than five years
Total minimum lease payments
Less future finance charges
Recognised as a liability
Finance leases are included in the
financial statements as:
current lease liability
non-current lease liability
CONSOLIDATED
2008
2007
$000
$000
10,145
9,261
15,128
19,470
2,132
CONSOLIDATED
2008
2007
$000
$000
10,145
9,261
15,128
19,470
2,132
THE COMPANY
2008
2007
$000
$000
10

18


THE COMPANY
2008
2007
$000
$000
10

18


27,405
(3,807)
28,731
(4,019)
28
(2)

23,598 24,712 26
8,337
15,261
7,182
17,530
9
17

23,598 24,712 26

Finance leases relate to mining vehicles and machinery with lease terms between 3 and 7 years. These leases have terms of renewal at the discretion of the specific entity that holds the lease with some purchase options but no escalation clauses. The leases are subject to review of financial covenant ratios on a quarterly basis and contain restrictions on further indebtedness for one particular lease.

31 KEY MANAGEMENT PERSONNEL

a) Directors

The following persons were Directors of Felix Resources Limited during the year ended 30 June

Position

Name

Chairman (non-executive) (appointed 2 April 2007) Director (non-executive) (appointed 15 April 2005) Managing Director (appointed 21 March 2006) Director (executive) (appointed 15 April 2005)

Travers Duncan Chairman (non-executive) (appointed 2 April 2007) Director (non-executive) (appointed 15 April 2005) Brian Flannery Managing Director (appointed 21 March 2006) Director (executive) (appointed 15 April 2005) John Kinghorn Director (non-executive) (appointed 1 September 2005) Vincent O’Rourke Director (non-executive) (appointed 2 August 2007) Hans Mende Director (non-executive) (appointed 29 October 2007)

– 284 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Other key management personnel

The following persons also had authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, during the year ended 30 June 2008.

Name Position Employer Michael Chapman Chief Operating Officer Felix Resources Limited (appointed 1 July 2007) David Knappick Chief Financial Officer and Felix Resources Limited Company Secretary (resigned 31 January 2008) Craig Smith Chief Financial Officer and Felix Resources Limited Company Secretary (appointed 1 February 2008) Joseph Butta General Manager Marketing Felix Resources Limited (resigned 31 January 2008) Goran Stamenkovic General Manager Marketing Felix Resources Limited (appointed 1 February 2008)

c) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Share-based payment
CONSOLIDATED
2008
2007
$000
$000
2,009,839
1,613,223
148,625
107,500

183,801
2,158,464
1,904,524
THE COMPANY
2008
2007
$000
$000
2,009,839
1,613,223
148,625
107,500

183,801
2,158,464
1,904,524
THE COMPANY
2008
2007
$000
$000
2,009,839
1,613,223
148,625
107,500

183,801
2,158,464
1,904,524
1,904,524

Further details regarding the compensation of key management personnel, including Directors, can be found in the Remuneration Report within the Directors Report.

d) Option holdings

There were no options over ordinary shares in the Company held during the year ended 30 June 2008 by directors of the Company and other key management personnel of the consolidated entity, including their related parties. Options held during the year ended 30 June 2007 are set out below.

2007
Directors
Ian McCauley (1)
John Rawlins (1)
Anthony McLellan
Other key management
personnel
Mark McCauley
Total
Balance at
beginning
of year 1
July 2006
r
3,750,000
3,750,000
70,000
312,000
7,882,000
Granted as
emuneration




Options
exercised
(3,750,000)
(3,750,000)
(70,000)
(312,000)
(7,882,000)
Net
change
other




Balance at
end of
year 30
June 2007




Total




Vested at
30 June 2007
Not
exercisable




Exercisable



(1) Resigned 21 March 2007. Options were under contract on that date and were exercised on 14 May 2007 following FIRB approval.

– 285 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

e) Shareholdings

The numbers of shares in the Company held during the year by Directors of the Company and other key management personnel of the consolidated entity, including their related parties, are set out below.

2008
Directors
Hans Mende (6)
Travers Duncan
Brian Flannery
Other key
management
personnel
David Knappick (2)
Joseph Butta (2)
Total
2007
Directors
Travers Duncan (3)
Brian Flannery (3)
Ian McCauley (1)
John Rawlins (1)
Anthony McLellan (5)
Other key
management
personnel
Mark McCauley (4)
David Knappick (3)
Joseph Butta (3)
Total
Balance at
beginning
of year 1
July 2007
37,601,724
29,948,706
29,450,000
14,550,000
9,700,000
121,250,430
Balance at
beginning
of year 1
July 2006
27,698,706
27,200,000
15,193,050
15,082,586

168,000
13,425,000
8,950,000
107,717,342
Granted as
remuneration






Granted as
remuneration








Options
exercised







Options
exercised



3,750,000
3,750,000
70,000
312,000


7,882,000
Consolidation
of shares






Consolidation
of shares
Net change
other



(14,550,000)
(9,700,000)
(24,250,000)
Net change
other
2,250,000
2,250,000
(18,943,050)
(18,832,586)
(70,000)
(480,000)
1,125,000
750,000
(31,950,636)
Balance at
end of year
30 June
2008
37,601,724
29,948,706
29,450,000


97,000,430
Balance at
end of year
30 June
2007
29,948,706
29,450,000




14,550,000
9,700,000
83,648,706
Held
nominally
30 June
2008




Held
nominally
30 June
2007







(1) Shareholdings at resignation date 21 March 2007. Options and shareholdings were under contract on that date and were exercised on 14 May 2007 following FIRB approval.

(2) Shareholdings at resignation date 31 January 2008.

(3) Net change other relates to the conversion on B class shares to ordinary shares.

(4) Net change other relates to shareholding at date of resignation 28 February 2007.

(5) Net change other relates to shareholding at date of resignation 25 June 2007.

(6) Mr Mende became a key management person upon his appointment as a director on 29 October 2007. Mr Mende has a partial interest in these shares through a director related entity.

– 286 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

CONSOLIDATED CONSOLIDATED THE COMPANY THE COMPANY
2008 2007 2008 2007
Aggregate proceeds received from
Directors and other key management
personnel on the exercise of options and
recognised as issued capital 6,384,020 6,384,020
Fair value of shares issued to Directors and
other key management personnel on the
exercise of options as at their issue date 42,010,760 42,010,760

32 AUDITORS’ REMUNERATION

Amounts paid or payable to BDO Kendalls for:

an audit or review of the financial report of
any entity in the consolidated entity
non-audit services in relation to any entity
in the consolidated entity
tax consulting
tax compliance
Amounts paid or payable to a related
practice of BDO Kendalls for:
an audit or review of the financial report of
any entity in the consolidated entity
non-audit services in relation to any entity
in the consolidated entity tax compliance
CONSOLIDATED
2008
2007
329,254
352,939

50,211
93,310
145,438
10,121

9,902

442,587
548,588
THE COMPANY
2008
2007
275,000
239,500

50,211
55,165
145,438
10,121

9,902

350,188
435,149
THE COMPANY
2008
2007
275,000
239,500

50,211
55,165
145,438
10,121

9,902

350,188
435,149
435,149

33 RELATED PARTY TRANSACTIONS, EXCLUDING DIRECTORS & OTHER KEY MANAGEMENT PERSONNEL

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

a) Parent entity and subsidiaries

The ultimate parent entity in the consolidated entity is Felix Resources Limited.

The consolidated entity consists of Felix Resources Limited and its controlled entities, the ownership interests of which are set out in note 6.

Transactions between Felix Resources Limited and other entities in the consolidated entity during the years ended 30 June 2008 and 2007 consisted of:

  • i) loans advanced by Felix Resources Limited;

  • ii) loans repaid to Felix Resources Limited;

  • iii) the payment of interest on the above loans;

  • iv) the payment of dividends to Felix Resources Limited;

– 287 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • v) the provision of administration, accounting, management, marketing and hire services by Felix Resources Limited and other entities in the consolidated entity; and

  • vi) transactions between Felix Resources Limited and its Australian controlled entities under the tax sharing agreement described in note 4.

b) Associates and joint ventures

Associated entities are set out in note 13 and joint ventures in which the consolidated entity is a venturer are set out in note 29. Transactions with associates and joint ventures during the years ended 30 June 2008 and 2007 consisted of:

  • i) loans advanced by Felix Resources Limited, subsidiaries or joint ventures to associated entities;

  • ii) loans repaid to Felix Resources Limited, subsidiaries or joint ventures from associated entities;

  • iii) sales of coal by a subsidiary to an associated entity under terms and conditions specified in the Ashton Coal Joint Venture Agreement;

  • iv) the provision of administration, accounting, marketing, management and hire services by Felix Resources Limited or subsidiaries to associated entities and joint ventures;

  • v) sale of excavator by Felix Resources Limited to a joint venture; and

  • vi) purchase of coal by a joint venture from a subsidiary.

c) Transactions with related parties

The following transactions occurred with related parties.

Sales of goods and services
Sales of coal to associated entities
Sales of management and marketing
services to controlled entities
Sales of marketing services to
associated entities
Sales of management and marketing
services to joint ventures
Sale of excavator to joint venture
Purchase of goods and services
Purchase of coal by Minerva Joint
Venture from Yarrabee Coal
Company Pty Ltd
Dividend Revenue
Dividends received from subsidiaries
Doubtful debt expense
Write-down of receivables from
subsidiary
Reversal of write-down of
receivables from subsidiary
CONSOLIDATED
2008
2007
195,020,990
70,525,723


240,000
220,800
3,957,741
1,616,484

100,000
10,523,566
2,690,899





THE COMPANY
2008
2007


1,152,000
1,152,000
600,000
552,000
969,600
1,533,600

250,000



7,210,000
101,507
3,824
(656)
(1,846,662)

– 288 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Outstanding balances arising from transactions with related parties

Balances outstanding at the reporting date to related parties are unsecured and subordinate to other liabilities. Balances outstanding at the reporting date from related parties are also unsecured, non-interest bearing and repayable on demand.

The following balances are outstanding at the reporting date in relation to transactions with related parties.

Current receivables
Advances to controlled entities
Receivable from Minerva Coal Pty
Ltd being an unsecured
non-interest bearing loan
Advance to Minerva Coal Pty Ltd
Advances to 100% owned
subsidiaries
Trade Debtors
Receivable from Ashton Coal
Mines Limited
Receivable from controlled entities
Receivables from 100% owned
subsidiaries under tax sharing
agreement
Non-current receivables
Advances to controlled entities
Receivable from Minerva Coal Pty
Ltd being an unsecured,
non-interest bearing loan
Receivable from SASE Pty Ltd
being an unsecured, non-interest
bearing loan
Less: Accumulated impairment
losses
Receivable from 100% owned
subsidiaries
Less: Accumulated impairment
losses
Advances to associated entities
Receivable from Ashton Coal
Mines Limited being an
unsecured, non-interest bearing
loan
Current Payables
Advances from 100% owned
subsidiaries
Trade Creditors
Payable by Ashton Coal
Operations Pty Limited, as
operator of the
Ashton Joint Venture, to Australian
Coal Processing Pty Ltd
CONSOLIDATED
2008
2007






41,221,432
549,540












8,171,131
5,378,938



58,608
THE COMPANY
2008
2007
3,228,831
3,228,831
244,972
82,225

65,480,914
8,604

81,788,998
10,503,925
748,285
748,285
31,271,655
31,272,311
(31,271,655)
(31,272,311)
50,625,507
50,524,000
(30,625,507)
(30,524,000)


56,403,000


– 289 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

34 TRANSACTIONS WITH DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL

Transactions with Directors of the Company and other key management personnel, including their related parties, are on commercial terms and conditions no more favourable than those available to other parties under similar circumstances unless otherwise stated.

a) Transactions

Profit after tax includes the following items of expenses that resulted from transactions with Directors of the Company and other key management personnel, including their related parties.

Payment to Aedion Pty Ltd from
Yarrabee Coal Company Pty Ltd
for accommodation. Mr. J.
Rawlins is a Director of Aedion
Pty Ltd
Payments to Rawmac Pastoral Pty
Ltd for access licence fees.
Rawmac Pastoral Pty Ltd is
controlled by Mr. I. McCauley and
Mr. J. Rawlins
Payments to Coalroc Contractors Pty
Ltd by Ashton Coal Operations
Pty Limited as operator of the
Ashton Joint Venture for mining
contracting and equipment hire.
Mr. T. Duncan, Mr. B. Flannery, Mr.
D. Knappick and Mr. J. Butta are
the majority shareholders in
Coalroc Contractors Pty Ltd
Payments to Coalroc Contractors Pty
Ltd by Australian Coal Processing
Pty Ltd for trade services
Payments to Coalroc Contractors Pty
Ltd by UCC Energy Pty Limited
for trade services
Payments to Coalroc Contractors Pty
Ltd by Ashton Coal Operations
Pty Limited as operator of the
Ashton Joint Venture for interest
on finance leases. Refer note 3(a)
Payments to Yunaga Mine Services
Pty Ltd by Ashton Coal
Operations Pty Limited, as
operator of the Ashton Joint
Venture for trade services. Coalroc
Contractors Pty Ltd owned 50% of
the share capital of Yunaga Mine
Services Pty Ltd up until 15
September 2007. Coalroc
Contractors Pty Ltd reduced its
shareholding to nil on this date
Payment to Yunaga Mine Services
Pty Ltd by Australian Coal
Processing Pty Ltd for trade
services
Payment to Yunaga Mine Services
Pty Ltd by Ashton Coal Mines
Limited for trade services
Total recognised as expenses
CONSOLIDATED
2008
2007

7,800

6,000
2,818,008
1,135,004

1,264
1,040
1,040
493,594
158,759
1,073
697,347

1,168

18,210
3,313,715
2,026,592
THE COMPANY
2008
2007



















THE COMPANY
2008
2007



















– 290 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Assets and liabilities include the following items that resulted from transactions with Directors of the Company and other key management personnel, including their related parties.

Non-current property plant and
equipment
Payments to Coalroc Contractors Pty
Ltd by Ashton Coal Operations
Pty Limited, as the operator of the
Ashton Joint Venture for mining
contracting and equipment hire
Finance lease charges capitalised –
note 3(a)
Fair value of leased plant and
equipment acquired from Coalroc
Contractors Pty Ltd by Ashton
Coal Operations Pty Limited, as
operator of the Ashton Joint
Venture
Fair value of land and buildings
acquired from Aedion Pty Ltd by
Yarrabee Coal Company Pty Ltd
Payments to Yunaga Mine Services
Pty Ltd by Ashton Coal
Operations Pty Limited, as
operator of the Ashton Joint
Venture for mining contracting
Total recognised as assets
Interest bearing liabilities
Current
Fair value of finance lease
agreements with Coalroc
Contractors Pty Ltd byAshton
Coal Operations Pty Limited, as
operator of the Ashton Joint
Venture
Non-current
Fair value of finance lease
agreements with Coalroc
Contractors Pty Ltd by Ashton
Coal Operations Pty Limited, as
operator of the Ashton Joint
Venture
Total recognised as liabilities
CONSOLIDATED
2008
2007
58,907
1,811,478

619,609

2,061,299

412,845
2,864
50,127
61,771
4,955,358
CONSOLIDATED
2008
2007
58,907
1,811,478

619,609

2,061,299

412,845
2,864
50,127
61,771
4,955,358
THE COMPANY
2008
2007











THE COMPANY
2008
2007











1,978,018
141,897
3,105,641
2,179,509


2,119,915 5,285,150

Finance lease agreements with Coalroc Contractors Pty Ltd relate to mining equipment and have lease terms ranging up to 1 year and 3 months with the option to purchase the assets at completion of the lease term for the contracted value. The effective discount rate implicit in the leases range from 12%-13.4%.

– 291 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Lease liabilities are secured by the leased assets. The equipment was used in the development of the Ashton underground mine and therefore the finance charges paid as part of the minimum lease payments are capitalised as assets under construction within property, plant and equipment as noted in note 3(a). The finance charges stopped being capitalised once the Ashton underground mine began production in April 2007.

b) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with Directors of the Company and other key management personnel, including their related parties

Current payables
Trade Creditors
Payable by Ashton Coal Operations
Pty Limited, as operator of the
Ashton Joint Venture, to Coalroc
Contractors Pty Ltd
Payable by Yarrabee Coal Company
Pty Ltd to Rawmac Pastoral Pty
Ltd
Total recognised as liabilities
CONSOLIDATED
2008
2007
361,466
245,196

3,300
361,466
248,496
THE COMPANY
2008
2007





THE COMPANY
2008
2007





c) Loans to Directors and other key management personnel

Loan to Mr John Rawlins being a secured interest bearing loan, interest payable twice yearly at the ANZ Bank corporate rate for overdrafts exceeding $1 million.

Balance at the start of the year
Interest payable for the year
Interest paid
Balance at the end of the year
Highest indebtedness during the year
Number of persons in the Group
aggregate at the end of the year
CONSOLIDATED
2008
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$







CONSOLIDATED
2008
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$







CONSOLIDATED
2007
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$
1,705,045
1,705,045
172,210
172,210
(172,210)
(172,210)
1,705,045
1,705,045
CONSOLIDATED
2007
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$
1,705,045
1,705,045
172,210
172,210
(172,210)
(172,210)
1,705,045
1,705,045
1,705,045


1,705,045
1
1,705,045
1

Mr Rawlins ceased being a Director during the 2007 financial year.

– 292 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Shares

Shares issued to related parties of Directors and other key management personnel are detailed in note 31.

35 CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Note
Guarantees
a)
Parent entity and
consolidated entity
Guarantees secured over
deposits
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
b)
Joint ventures
Guarantees secured over
deposits
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
20c
CONSOLIDATED
2008
2007
$000
$000
149
143
7,403
12,308
2,130
2,123
75
73
69
69
4,879
3,595
14,705
18,311
THE COMPANY
2008
2007
$000
$000
72
65
7,095
12,000
2,130
2,123




3,595
2,311
12,892
16,499
THE COMPANY
2008
2007
$000
$000
72
65
7,095
12,000
2,130
2,123




3,595
2,311
12,892
16,499
16,499

36 SEGMENT REPORTING

For the years ended 30 June 2008 and 2007, the consolidated entity operated predominately in one business and one geographic segment. The consolidated entity operated predominantly in Australia. The industry in which the consolidated entity operated was the exploration for and extraction of coal resources.

37 FINANCIAL RISK MANAGEMENT

The consolidated entity undertakes transactions in a range of financial instruments including:

i) cash and cash equivalents, including deposits;

ii) trade & other receivables;

iii) payables;

iv) interest bearing liabilities, including bank loans and finance leases; and

– 293 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

v) derivatives.

The consolidated entity’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

The Board of Directors has overall responsibility for determining risk management objectives and policies and risk management is carried out by a central treasury department. The Board provides written principles for overall risk management, as well as policies covering specific areas such as, investment of excess liquidity, and the use of derivative financial instruments to mitigate foreign exchange risk, price risk, and interest rate risk. These derivative instruments create an obligation or right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivatives are used exclusively for hedging purposes i.e. not as trading or other speculative instruments. Derivative transactions are entered into to hedge the risks relating to underlying physical positions arising from business activities.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible and reduce volatility on financial performance without unduly affecting competitiveness and flexibility. Further details regarding these policies are set out below.

a) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates (currency risk), coal prices (price risk) or interest rates (interest rate risk).

i) Currency risk

The consolidated entity operates entirely in Australia and its costs are primarily denominated in its functional currency, the Australian dollar. Export coal sales are denominated in US dollars. A strengthening of the Australian dollar against the US dollar has an adverse impact on earnings and cash flow.

Foreign exchange risks that arise from firm commitments or highly probable transactions are managed principally through the use of forward foreign currency derivatives. The consolidated entity hedges a proportion of these transactions (such as contracted US dollar sales and asset purchases settled in foreign currencies) in each currency in accordance with the Board’s risk management policy.

The consolidated entity’s exposure to foreign currency risk at the reporting date was as listed below.

Trade receivables
Trade payables
Forward foreign exchange
contracts – sell foreign
currency (cash flow hedges)
Forward foreign exchange
contracts – buy foreign
currency (cash flow hedges)
Net exposure
2008
USD
$000
54,976
(1,155)
(62,766)
2008
EUR
€000



2,428
2008
YEN
¥000



268,073
2007
USD
$000
1,495
(7)
(26,489)
2007
EUR
€000



2007
YEN
¥000



(8,945) 2,428 268,073 (25,001)

– 294 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

The Company’s exposure to foreign currency risk at the reporting date was as listed below.

Forward foreign exchange
contracts
– sell foreign currency
(cash flow hedges)
Net exposure
2008
USD
$000

2008
EUR
€000

2008
YEN
¥000

2007
USD
$000
(26,489)
(26,489)
2007
EUR
€000

2007
YEN
¥000

Consolidated entity sensitivity analysis

Based on the financial instruments held at 30 June 2008, and a year-end spot rate of $0.9626, had the Australian dollar weakened/strengthened by 5% against the US dollar with all other variables held constant, the consolidated entity’s post-tax profit for the year would have been $3,006,000 higher/$2,720,000 lower (2007: $82,000 higher/$74,000 lower), mainly as a result of foreign exchange gains/losses on translation of US denominated financial instruments as detailed in the table above. Profit is more sensitive to movements in the Australian dollar/ US dollar exchange rates in 2008 than 2007 because of the increased amount of US dollar denominated receivables. Equity (Hedging reserve) would have been $2,339,000 lower/ $2,195,000 higher (2007: $1,150,000 lower/$1,040,000 higher) had the Australian dollar weakened/strengthened by 5% against the US dollar, arising mainly from forward foreign exchange contracts designated as cash flow hedges. Equity is more sensitive to movements in the Australian dollar/US dollar exchange rates in 2008 than 2007 because of the increased amount of forward foreign exchange contracts. The consolidated entity’s exposure to other foreign exchange movements is not material.

The Company sensitivity analysis

The Company’s equity (Hedging reserve) would have been $Nil lower/$Nil higher (2007: $1,150,000 lower/$1,040,000 higher) had the Australian dollar weakened/strengthened by 5% against the US dollar, arising mainly from forward foreign exchange contracts designated as cash flow hedges. The Company’s post-tax profit would not have been affected had the Australian dollar weakened/strengthened by 5% against the US dollar.

ii) Price risk

The consolidated entity is exposed to price risk on the coal it produces and sells on the world market in US dollars. The majority of coal sales are made to major customers with the prices negotiated annually. The remainder of coal sales are sold at the spot market price, or sold under long term fixed prices.

Price risk that arises from firm commitments or highly probable transactions are managed principally through the use of forward coal price derivatives. The consolidated entity hedges a proportion of these transactions (such as contracted US dollar sales) in accordance with the Board’s risk management policy. These cash flow hedges balance the exposure to changes in the market price of coal by fixing the price. The Board’s policy assumes that at the time when coal sales contracts are entered in to that the contracted price will approximate to the current price of the market index that the coal swap contracts are linked to. The Board’s policy requires that an offsetting coal swap contract is entered in to at the same time that the coal sales contract price is agreed to.

The consolidated entity’s exposure to price risk at the reporting date is detailed in note 9.

– 295 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Consolidated entity sensitivity analysis

Based on the financial instruments held at 30 June 2008, and the counterparty’s market valuation of US$172.90 per tonne, had the coal price weakened/strengthened by 10% with all other variables held constant, the consolidated entity’s equity would have been $12,929,000 higher/$12,929,000 lower (2007: $Nil higher/$Nil lower), arising from coal swap contracts designated as cash flow hedges. The impact on post-tax profit for the year had the coal price weakened/strengthened by 10% with all other variables held constant would have been $Nil higher/$Nil lower (2007: $Nil higher/$Nil lower).

The Company sensitivity analysis

The Company’s post-tax profit for the year and equity is unaffected by coal price risk.

iii) Cash flow and fair value interest rate risk

The consolidated entity and the Company are subject to interest rate risk that arises from long-term borrowings. Borrowings issued at variable rates expose the consolidated entity and the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the consolidated entity and the Company to fair value interest rate risk. The consolidated entity and the Company invest surplus cash in interest bearing deposits with banks and financial institutions. Investments at variable rates expose the consolidated entity and the Company to cash flow interest rate risk. Investments at fixed rates expose the consolidated entity and the Company to fair value interest rate risk.

Interest rate risk that arises from borrowings and investments is managed generally by borrowing and investing at floating interest rates. The consolidated entity hedges a proportion of borrowings issued at variable interest rates through the use of floating-to-fixed interest rate swap contracts when required under borrowing agreements.

– 296 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The consolidated entity’s exposure to interest rate risks and the effective interest rates of financial assets and financial liabilities at the reporting date are set out below.

2008
(i)
Financial assets
Current
Cash and cash equivalents
Secured Director loan-interest
bearing
Exposure to interest rate risk
(ii)
Financial liabilities
Current
Bank loans
Lease liabilities
Non-current
Bank loans
Lease liabilities
Exposure to interest rate risk
2007
(i)
Financial assets
Current
Cash and cash equivalents
Loans to other entities –
interest bearing
Non-current
Secured Director loan –
interest bearing
Exposure to interest rate risk
(ii)
Financial liabilities
Current
Bank loans
Lease liabilities
Non-current
Bank loans
Lease liabilities
Exposure to interest rate risk
Floating
Balance
$000
63,334
1,705
Fixed
Balance
$000
173,751
Weighted
average
effective
floating
interest
rate
%
6.67
11.75
Weighted
average
effective
fixed
interest
rate
%
8.15
N/A
65,039
10,442

46,481

56,923
173,751
2,077
8,337
8,625
15,261
34,300
9.36
N/A
9.39
N/A
6.00
10.23
6.00
8.09
Floating
Balance
$000
17,420

1,705
Fixed
Balance
$000
35
6,967
Weighted
average
effective
floating
interest
rate
%
5.14
N/A
10.10
Weighted
average
effective
fixed
interest
rate
%
2.00
25.00
N/A
19,125
8,581

53,250

61,831
7,002
1,669
7,182
12,125
17,530
38,506
8.14
N/A
8.24
N/A
6.00
10.56
6.00
9.27

– 297 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Sensitivity Analysis

Set out in the tables below is a sensitivity analysis for the consolidated entity and the Company that shows what effect there would be on post-tax profit and equity if interest rates had changed by +/-100 basis points from the year-end rates with all other variables held constant. The carrying amounts disclosed below do not include amounts which have fixed interest rates.

Consolidated at
30 June 2008
Financial assets
Cash and cash
equivalents
Secured Director
loan
Financial liabilities
Bank loans – current
Bank loans –
non-current
Tax charge of 30%
After tax increase/
(decrease)
Carrying
Amount
$000
63,334
1,705
10,442
46,481
+100 basis points
Profit
Other
Equity
$000
$000
633

17

(104)

(465)

(24)
+100 basis points
Profit
Other
Equity
$000
$000
633

17

(104)

(465)

(24)
-100 basis points
Profit
Other
Equity
$000
$000
(633)

(17)

104

465

24
-100 basis points
Profit
Other
Equity
$000
$000
(633)

(17)

104

465

24
57 (57)

The impact on profit in relation to cash and cash equivalents disclosed above is not representative of the consolidated entity’s exposure to cash flow interest rate risk during the year ended 30 June 2008 as the majority of the cash and cash equivalents balance was received part way through the year.

Consolidated at
30 June 2007
Financial assets
Cash and cash
equivalents
Secured Director
loan
Financial liabilities
Bank loans – current
Bank loans –
non-current
Tax charge of 30%
After tax increase/
(decrease)
Carrying
Amount
$000
17,420
1,705
8,581
53,250
+100 basis points
Profit
Other
Equity
$000
$000
174

17

(86)

(533)

128
+100 basis points
Profit
Other
Equity
$000
$000
174

17

(86)

(533)

128
-100 basis points
Profit
Other
Equity
$000
$000
(174)

(17)

86

533

(128)
-100 basis points
Profit
Other
Equity
$000
$000
(174)

(17)

86

533

(128)
(300) 300

– 298 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The Company at
30 June 2008
Financial assets
Cash and cash
equivalents
Financial liabilities
Bank loans – current
Tax charge of 30%
After tax increase/
(decrease)
Carrying
Amount
$000
19,222
1,423
+100 basis points
Profit
Other
Equity
$000
$000
192

(14)

(53)
+100 basis points
Profit
Other
Equity
$000
$000
192

(14)

(53)
-100 basis points
Profit
Other
Equity
$000
$000
(192)

14

53
-100 basis points
Profit
Other
Equity
$000
$000
(192)

14

53
125 (125)

The impact on profit in relation to cash and cash equivalents disclosed above is not representative of the Company’s exposure to cash flow interest rate risk during the year ended 30 June 2008 as the majority of the cash and cash equivalents balance was received part way through the year.

The Company at
30 June 2007
Financial assets
Cash and cash
equivalents
Financial liabilities
Bank loans – current
Tax charge of 30%
After tax increase/
(decrease)
Carrying
Amount
$000
10,242
1,831
+100 basis points
Profit
Other
Equity
$000
$000
102

(18)

(25)
+100 basis points
Profit
Other
Equity
$000
$000
102

(18)

(25)
-100 basis points
Profit
Other
Equity
$000
$000
(102)

18

25
-100 basis points
Profit
Other
Equity
$000
$000
(102)

18

25
59 (59)

b) Credit risk exposures

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.

Credit risk arises from cash and cash equivalents, forward foreign exchange contracts, coal swap contracts and interest rate swap contracts, as well as credit exposures to customers. In respect of credit risk on derivatives, refer to note 9(b). In respect to cash deposits, the consolidated entity only invests with accounts that have a Standard and Poor’s credit rating of A-1+. The Commonwealth Bank of Australia (CBA) is the major counterparty for derivatives and cash and cash equivalents. CBA has an overall Standard and Poor’s credit rating of AA.

Credit risk in trade receivables is managed in the following ways:

  • i) payment terms are set for individual customers;

  • ii) a risk assessment process is used for all customers; and

iii) letters of credit are required for those customers assessed as posing a higher risk.

– 299 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The maximum exposure to credit risk on financial assets which have been recognised in the balance sheet is their carrying amount less impairment provision as set out below.

Cash and cash equivalents
Trade and other receivables
Derivative financial instruments
CONSOLIDATED
2008
2007
$000
$000
237,093
17,460
83,214
43,524
3,616
1,281
323,923
62,265
THE COMPANY
2008
2007
$000
$000
109,476
10,278
104,200
101,921

1,065
213,676
113,264
THE COMPANY
2008
2007
$000
$000
109,476
10,278
104,200
101,921

1,065
213,676
113,264
113,264

Included in trade and other receivables are significant customers located in Korea and Japan that account for 41% and 40% of trade receivables respectively at 30 June 2008.

c) Liquidity risk

Liquidity risk includes the risk that, as a result of operational liquidity requirements, the consolidated entity will be impacted in the following ways:

  • i) will not have sufficient funds to settle a transaction on the due date;

  • ii) will be forced to sell financial assets at a value which is less than what they are worth; or iii) may be unable to settle or recover a financial asset at all.

Liquidity risk is managed by maintaining sufficient cash and liquid deposit balances and having readily accessible standby facilities in place in accordance with the Board’s risk management policy. Details regarding finance facilities are set out in note 20.

Maturities of financial liabilities

The tables below analyse the consolidated entity and the Company’s financial liabilities in to maturity groupings based on the reaming period at the reporting date to the contractual maturity date. Refer to note 9(a) for the contractual maturity of derivatives. Refer to note 30 for the contractual maturity of finance leases. The amounts presented represent the future undiscounted principal and interest cash flows and therefore do not necessarily equate to the carrying amounts.

Consolidated at
30 June 2008
Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Unsecured
loan-non-interest
bearing
Total
Carrying
Amount
Contractual
Cash
flows
$000
$000
44,959
44,959
6,222
6,222
67,625
84,326
2,929
4,000
1,693
1,693
123,428
141,200
< 6 mths
$000
44,959
6,222
9,651

1,693
62,525
6-12
mths
$000


9,682
250

9,932
1-3 years
$000


35,968
1,000

36,968
> 3 years
$000


29,025
2,750
31,775

– 300 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Consolidated at
30 June 2007
Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Unsecured
loan-non-interest
bearing
Total
Consolidated at
30 June 2008
Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Total
Consolidated at
30 June 2007
Trade creditors
Other creditors
Bank loans
Deferred Minerva
payment
Total
Carrying
Amount
Contractual
Cash
flows
$000
$000
31,249
31,249
2,203
2,203
75,625
96,860
2,724
4,000
1,693
1,693
113,494
136,005
Carrying
Amount
Contractual
Cash
flows
$000
$000
890
890
32
32
12,125
14,076
2,929
4,000
15,976
18,998
Carrying
Amount
Contractual
Cash
flows
$000
$000
786
786
108
108
15,625
18,878
2,724
4,000
19,243
23,772
< 6 mths
$000
31,249
2,203
7,225

1,693
42,370
< 6 mths
$000
890
32
2,329

3,251
< 6 mths
$000
786
108
2,433

3,327
6-12
mths
$000


9,326


9,326
6-12
mths
$000


2,259
250
2,509
6-12
mths
$000


2,369

2,369
1-3 years
$000


42,285
750

43,035
1-3 years
$000


9,488
1,000
10,488
1-3 years
$000


14,076
750
14,826
> 3 years
$000


38,024
3,250
41,274
> 3 years
$000


2,750
2,750
> 3 years
$000



3,250
3,250

– 301 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

38 SUBSEQUENT EVENTS

a) Derivative financial instruments

(i) Forward foreign exchange contracts – cash flow hedges

As set out in note 9(a)(i) the consolidated entity enters into forward foreign exchange contracts to reduce the foreign exchange rate volatility of the consolidated entity’s revenue stream. Subsequent to balance date the consolidated entity entered into further forward foreign exchange contracts as noted below.

Settlement
Less than 6 months
6 months to 1 year
SELL UNITED STATES
DOLLARS
2008
2007
US$000
US$000
140,000
111,500

73,000
140,000
184,500
AVERAGE EXCHANGE
RATES
2008
2007
US$
US$
0.9365
0.8159

0.8018
0.9365
0.8103
AVERAGE EXCHANGE
RATES
2008
2007
US$
US$
0.9365
0.8159

0.8018
0.9365
0.8103
0.8103

(ii) Coal price swap contracts – cash flow hedges

As set out in note 9(a)(ii) the consolidated entity enters into coal swap contracts to reduce the coal price volatility of the consolidated entity’s revenue stream. Subsequent to balance date the consolidated entity entered into further coal swap contracts as noted below.

Settlement
6 months to 1 year
1 year to less than 2 years
VOLUME
2008
2007
Tonnes
Tonnes
60

60

120
AVERAGE COAL PRICE
2008
2007
US$
US$
173.50

173.50

173.50
AVERAGE COAL PRICE
2008
2007
US$
US$
173.50

173.50

173.50

b) Moolarben capital commitments

Since 30 June 2008, the consolidated entity has entered into purchase orders amounting to $117,924,000 for mobile mining equipment to be used at the Moolarben Joint Venture.

c) Moolarben mining lease legal action

Felix has previously reported that Ulan Coal Mines Limited (Ulan), which is a joint venture of Xstrata as to 90% and Mitsubishi as to 10% had commenced legal proceedings in the Supreme Court of NSW seeking orders to prevent the granting of mining leases to Moolarben Coal Mines Pty Limited which is wholly owned by Felix. The court case for this action was awarded in Felix’s favour but was appealed by Ulan.

The appeal case was heard in April 2008 and the result was handed down on 8 August 2008. The Court upheld Ulan’s appeal but did not issue any orders. The parties are to submit further information to the court by 29 August 2008. The court will consider this information and make its orders. The likely outcome from the courts orders is uncertain at this time. The Directors are of the view that even if the outcome is unfavourable the impact on the carrying value of the Moolarben mining tenement is not likely to be material.

– 302 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

39 NATIVE TITLE

Native title describes the rights and interests in Australia of Aboriginal and Torres Strait Islander peoples in land and waters, according to their traditional laws and customs. Native title claims exist over all or part of the areas covered by the consolidated entity’s exploration licences in South Australia, Queensland and New South Wales. Under the Native Title Act these areas are protected for all current and future mining operations on existing mining leases.

40 COMPANY DETAILS

The registered office and principal place of business of the Company is:

Felix Resources Limited Level 6, 316 Adelaide Street Brisbane, Qld, 4000 Australia

– 303 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The following is an extract of the audited financial statements of Felix Group for the year ended 30 June 2007, which are prepared in accordance with the Australian Accounting Standards which complies with the International Financial Reporting Standards, as extracted from the annual report of Felix for the year ended 30 June 2007.

Balance sheets

as at 30 June 2007

Notes
ASSETS
Current assets
Cash and cash equivalents
7
Trade and other receivables
8
Inventory
12
Derivative financial assets
9
Other
10
Total current assets
Non-current assets
Trade and other receivables
11
Investments accounted for using
the equity method
13
Other financial assets
14
Property, plant & equipment
15
Exploration and evaluation
assets
16
Deferred tax assets
4
Intangible assets
17
Derivative financial assets
9
Total non-current assets
Total assets
CONSOLIDATED
2007
2006
$000
$000
17,460
79,367
36,440
31,956
22,861
19,828
1,150
2,587
38,490
27,478
CONSOLIDATED
2007
2006
$000
$000
17,460
79,367
36,440
31,956
22,861
19,828
1,150
2,587
38,490
27,478
THE COMPANY
2007
2006
$000
$000
10,278
15,698
81,172
82,187


1,065
2,587
80
92
THE COMPANY
2007
2006
$000
$000
10,278
15,698
81,172
82,187


1,065
2,587
80
92
116,401
7,084
204

195,883
13,797
72,302
231,152
131
520,553
636,954
161,216
8,810
4,866

130,395
10,259
51,697
236,149
49
442,225
603,441
92,595
20,749

241,393
356

15,027
300

277,825
370,420
100,564
20,748

242,740
356

3,150
477
49
267,520
368,084

– 304 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
LIABILITIES
Current liabilities
Trade and other payables
18
Interest bearing liabilities
19
Current tax liabilities
4
Provisions
21
Total current liabilities
Non-current liabilities
Trade and other payables
22
Interest bearing liabilities
20
Deferred tax liabilities
4
Provisions
23
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Issued Capital
24
Reserves
25a
Accumulated losses
25d
Parent entity interest
Minority interest
26
Total equity
CONSOLIDATED
2007
2006
$000
$000
36,708
40,831
17,432
32,748
162
106
1,121
1,967
CONSOLIDATED
2007
2006
$000
$000
36,708
40,831
17,432
32,748
162
106
1,121
1,967
THE COMPANY
2007
2006
$000
$000
1,218
2,088
3,500
16,600




4,718
18,688
2,724
2,346
12,125
15,625
323
1,047

78
15,172
19,096
19,890
37,784
350,530
330,300
444,378
435,658
6,106
10,388
(99,954)
(115,746)
350,530
330,300


350,530
330,300
THE COMPANY
2007
2006
$000
$000
1,218
2,088
3,500
16,600




4,718
18,688
2,724
2,346
12,125
15,625
323
1,047

78
15,172
19,096
19,890
37,784
350,530
330,300
444,378
435,658
6,106
10,388
(99,954)
(115,746)
350,530
330,300


350,530
330,300
55,423
4,417
82,905
86,529
5,481
179,332
234,755
75,652
4,039
99,731
64,406
3,298
171,474
247,126
4,718
2,724
12,125
323

15,172
19,890
18,688
2,346
15,625
1,047
78
19,096
37,784
402,199 356,315 350,530
444,378
6,681
(52,189)
398,870
3,329
435,658
10,812
(91,936)
354,534
1,781
444,378
6,106
(99,954)
350,530
435,658
10,388
(115,746
330,300
402,199 356,315 350,530

These financial statements should be read in conjunction with the accompanying notes.

– 305 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Income statements

Year ended 30 June 2007

Notes
Revenue
2a
Cost of sales
Gross profit
Other revenue
2b
Other income
2c
Distribution expenses
Administrative expenses
Finance costs
3a
Share of net (losses)/profits of
associates accounted for using
the equity method
13c
Profit before income tax
Income tax (expense)/revenue
4a
Profit after income tax
Profit attributable to minority
interest
Profit attributable to members
of Felix Resources Limited
25d
Basic earnings per share (cents
per share)
27
Diluted earnings per share (cents
per share)
27
Dividends paid per share (cents
per share)
5
CONSOLIDATED
2007
2006
$000
$000
241,469
212,142
(168,411)
(130,293)
CONSOLIDATED
2007
2006
$000
$000
241,469
212,142
(168,411)
(130,293)
THE COMPANY
2007
2006
$000
$000
6,079
2,604


6,079
2,604
10,191
5,071
(79)
1,757


(4,993)
(7,610)
(1,720)
(1,370)


9,478
452
13,524
8,066
23,002
8,518


23,002
8,518
THE COMPANY
2007
2006
$000
$000
6,079
2,604


6,079
2,604
10,191
5,071
(79)
1,757


(4,993)
(7,610)
(1,720)
(1,370)


9,478
452
13,524
8,066
23,002
8,518


23,002
8,518
73,058
4,387
48,638
(57,196)
(13,368)
(5,048)
(713)
49,758
(2,599)
47,159
202
81,849
2,578
6,726
(45,525)
(13,191)
(3,948)
1,533
30,022
81
30,103
6,079
10,191
(79)

(4,993)
(1,720)

9,478
13,524
23,002
2,604
5,071
1,757

(7,610
(1,370
452
8,066
8,518
46,957
25.19
25.17
4.00
30,103
16.71
16.26
1.95
23,002

These financial statements should be read in conjunction with the accompanying notes.

– 306 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Statements of changes in equity

Year ended 30 June 2007

Notes
Total equity at the beginning
of the year
Cash flow hedges:
Gains taken to equity
25
(Gains) transferred to profit
for the year
25
Deferred and current tax
25
Net loss recognised directly in
equity
Profit for the year after income
tax
Total recognised income and
expense for the year
Adjustment on adoption of
AASB 132 and AASB 139,
net of tax
25
Total effect of change in
accounting policy
Non-cash share-based payments
25
Transactions with equity holders
in their capacity as equity
holders:
Options exercised during the
year
24
Minority interest
Dividends paid during the
year
5
Total equity at the end of the
year
Total recognised income and
expense for the year is
attributable to:
Members of Felix Resources
Limited
Minority Interest
CONSOLIDATED
2007
2006
$000
$000
356,315
323,973
CONSOLIDATED
2007
2006
$000
$000
356,315
323,973
THE COMPANY
2007
2006
$000
$000
330,300
319,543
2,440
262
(6,067)
(4,119)
1,088
1,157
(2,539)
(2,700)
23,002
8,518
20,463
5,818

6,661

6,661
593
1,788
6,384
5


(7,210)
(3,515)
(233)
(1,722)
350,530
330,300
20,463
5,818


20,463
5,818
THE COMPANY
2007
2006
$000
$000
330,300
319,543
2,440
262
(6,067)
(4,119)
1,088
1,157
(2,539)
(2,700)
23,002
8,518
20,463
5,818

6,661

6,661
593
1,788
6,384
5


(7,210)
(3,515)
(233)
(1,722)
350,530
330,300
20,463
5,818


20,463
5,818
2,656
(6,067)
1,023
(2,388)
47,159
44,771


593
6,384
1,346
(7,210)
1,113
402,199
44,569
202
262
(7,761)
2,250
(5,249)
30,103
24,854
9,210
9,210
1,788
5

(3,515)
(1,722)
356,315
24,854
2,440
(6,067)
1,088
(2,539)
23,002
20,463


593
6,384

(7,210)
(233)
350,530
20,463
262
(4,119
1,157
(2,700
8,518
5,818
6,661
6,661
1,788
5

(3,515
(1,722
330,300
5,818
44,771 24,854 20,463

These financial statements should be read in conjunction with the accompanying notes.

– 307 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Cash flow statements

Year ended 30 June 2007

Notes
Cash flows from operating
activities
Receipts from customers
Payments to suppliers and
employees
Cash received on foreign
exchange contracts
Interest received
Interest paid
Income tax received
Net cash inflows/(outflows)
from operating activities
28a
Cash flows from investing
activities
Purchase of property, plant &
equipment
Purchase of intangible assets
Proceeds from sale of property,
plant & equipment
Proceeds from sale of
available-for-sale financial
assets
Proceeds from sale of intangible
assets
Proceeds from sale of 28.7% of
Minerva & Athena Joint
Ventures
28c
Net proceeds from sale of 25%
interest in Ashton Joint
Venture
28e
Payment for exploration and
evaluation activities
16b
Return of share capital from
associate
13b
Advances (to) other entities
Repayment of advances from
related entities
Advances from/(to) controlled
entities
Advances (to) associated entities
Dividends received
Net cash (outflows)/inflows
from investing activities
CONSOLIDATED
2007
2006
$000
$000
305,383
216,652
(287,975)
(196,755)
6,781
1,466
1,866
1,360
(4,670)
(3,795)

4,308
CONSOLIDATED
2007
2006
$000
$000
305,383
216,652
(287,975)
(196,755)
6,781
1,466
1,866
1,360
(4,670)
(3,795)

4,308
THE COMPANY
2007
2006
$000
$000
1,194
180
(6,158)
(5,840)
4,023
191
927
749
(1,342)
(1,217)

5,628
(1,356)
(309)
(416)
(100)
(21)
(509)
253


202


1,267











5,069
(34,205)


7,210
3,222
13,362
(31,390)
THE COMPANY
2007
2006
$000
$000
1,194
180
(6,158)
(5,840)
4,023
191
927
749
(1,342)
(1,217)

5,628
(1,356)
(309)
(416)
(100)
(21)
(509)
253


202


1,267











5,069
(34,205)


7,210
3,222
13,362
(31,390)
21,385
(88,184)
(1,551)
563
1,572
344
41,521

(4,927)
3,949
(4,306)


(934)

(51,953)
23,236
(69,018)
(509)
169
202


29,464
(4,899)

(2,428)
(1,275)

(68)

(48,362)
(1,356)
(416)
(21)
253


1,267





5,069

7,210
13,362
(309
(100
(509

202







(34,205

3,222
(31,390

– 308 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
Cash flows from financing
activities
Proceeds from issue of ordinary
shares
Payment of finance lease
liabilities
(Repayment)/proceeds of
borrowings
Proceeds from foreign exchange
contracts early close
Dividends paid
Net cash (outflows)/inflows
from financing activities
Net (decrease)/increase in cash
and cash equivalents
Cash and cash equivalents at the
beginning of the financial
year
Cash and cash equivalents at
the end of the financial year
28b
CONSOLIDATED
2007
2006
$000
$000
6,384
5
(6,367)
(2,978)
(24,146)
77,195

7,141
(7,210)
(3,515)
CONSOLIDATED
2007
2006
$000
$000
6,384
5
(6,367)
(2,978)
(24,146)
77,195

7,141
(7,210)
(3,515)
THE COMPANY
2007
2006
$000
$000
6,384
5


(16,600)
32,225

7,141
(7,210)
(3,515)
(17,426)
35,856
(5,420)
4,157
15,698
11,541
10,278
15,698
THE COMPANY
2007
2006
$000
$000
6,384
5


(16,600)
32,225

7,141
(7,210)
(3,515)
(17,426)
35,856
(5,420)
4,157
15,698
11,541
10,278
15,698
(31,339)
(61,907)
79,367
77,848
52,722
26,645
(17,426)
(5,420)
15,698
35,856
4,157
11,541
17,460 79,367 10,278

These financial statements should be read in conjunction with the accompanying notes.

– 309 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Notes to the financial statements

30 June 2007

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial report covers the consolidated entity of Felix Resources Limited (“Felix”) and its controlled entities and Felix as an individual parent entity. Felix is a listed public company limited by shares, incorporated and domiciled in Australia.

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 . It is prepared on the basis of historical costs, except for derivative financial instruments and available-for-sale financial assets that have been measured at fair value. The financial report is presented in Australian dollars.

All values in the financial report are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the company under ASIC Class Order 98/100. The company is an entity to which the class order applies.

The financial report complies with Australian Accounting standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial report, comprising the financial statements and notes thereto, complies with the International Financial Reporting Standards (IFRS).

No new Australian Accounting Standards that have been issued but are not yet effective have been applied in the preparation of this financial report. Such standards are not expected to have a material impact on the consolidated entity’s financial report on initial application with the exception of AASB 7 “Financial Instruments Disclosure” which will require various additional disclosures regarding financial instruments. The financial report was authorised for issue by the Board on 31 August 2007.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial report. The accounting polices have been consistently applied by the entities in the consolidated entity unless otherwise stated.

(a) Principles of consolidation

A controlled entity is any entity controlled by Felix. Control exists where Felix has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Felix to achieve the objectives of Felix. A list of controlled entities is contained in note 6 to the financial statements.

All inter company balances and transactions between entities and the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation.

Minority interests in the equity and results of entities that are controlled are shown as a separate item in the consolidated financial report. Losses applicable to the minority interest in a consolidated subsidiary are allocated against the majority except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. If in future years the subsidiary reports profits, such profits are allocated to the majority interest until the minority’s share of losses previously absorbed by the majority have been recovered.

Where an entity began or ceased to be controlled during the year the results for that entity are only included from the date control commenced or up to the date control ceased.

Associates are those entities over which the consolidated entity exercises significant influence, but not control. Investments in associates are accounted for in Felix’s financial statements using the cost method and in the consolidated financial statements using the equity method, after initially being recognised at cost. Under this method, the consolidated entity’s share of the post-acquisition profits or losses of

– 310 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

associates is recognised in the consolidated income statement, and its share of post-acquisition movements in reserves is recognised in consolidated reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investments.

When the consolidated entity’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

(b) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and for unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rate expected to apply when the assets are recovered or the liabilities settled, based on those tax rates which are enacted or substantively enacted in each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. An exception is also made in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, and deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Felix and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation regime. Felix is responsible for recognising the current tax assets and liabilities for the tax consolidated group. Each entity in the tax consolidated group recognises its own deferred tax assets and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case Felix recognises the assets. The group has entered into a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the profit before tax of the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each entity in the group can recognise their balance of the current tax assets and liabilities through inter-entity accounts.

(c) Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents includes:

  • (i) cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and

  • (ii) investments in short-term money market instruments with maturity periods of less than 3 months.

– 311 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(d) Loans and receivables

Trade receivables, loans, and other receivables are recorded at amortised cost less an allowance for any uncollectible amounts, if applicable. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

(e) Advances to controlled entities

Advances by the company to controlled entities (refer to note 11) are principally contributions toward exploration expenditure and mine development. The value and recoverability of these amounts is related to the company’s policies with regards to exploration and evaluation expenditure as described in note 1(l). Should the underlying asset values be insufficient to recover the advances the amounts are reviewed for impairment.

(f) Inventories

Coal stocks are stated at the lower of cost and net realisable value. Costs are assigned on a weighted average basis and include direct materials, direct labour and an appropriate proportion of variable and fixed overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(g) Overburden in advance

Overburden in advance comprises the accumulation of expenses incurred to enable access to the coal seams, and includes direct removal costs, machinery and plant running costs.

(h) Property, plant and equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and accumulated impairment losses. The carrying amount of freehold land and buildings and plant and equipment is reviewed to ensure it is not in excess of the recoverable amount from these assets.

The depreciable amount of all fixed assets, including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line or declining balance basis to allocate their cost, net of their residual values, over their estimated useful lives to the consolidated entity commencing from the time the asset is held ready for use, as follows:

Buildings 25 years Mine development Life of mine as defined in note 1(k) Plant and equipment 2.5 to 18 years Leased plant and equipment 2.5 to 18 years

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance date.

(i) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. After initial recognition, investments in shares in listed companies classified as available-for-sale are measured at fair value. Fair value for shares in listed companies is determined by reference to the Australian Securities Exchange quoted market bid prices at the close of business on the reporting date. Gains and losses on these available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

Investments in shares in unlisted companies, which do not have a quoted market price and whose fair value cannot be reliably measured, are classified as available-for-sale and are measured at cost. Gains and losses are recognised in the income statement when the investments are derecognised or impaired.

– 312 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Investments in controlled entities are carried in the parent entity’s financial statements at the lower of cost and recoverable amount. Investments in associates are accounted for in the consolidated financial statements as set out in note 1(a).

(j) Interests in joint ventures

The consolidated entity’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated financial statements. Details of the consolidated entity’s interests are shown in note 29.

(k) Intangible assets

Mining tenements

Mining tenements have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of mining tenements are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(n).

Amortisation of mining tenements commences from the date when commercial production commences, or in the case of the acquisition of the Ashton Coal Project, from the date of acquisition, and is charged to the income statement as cost of sales. Mining tenements are amortised over the life of the mine using a straight-line basis or units of production basis in tonnes as follows:

Remaining
**Life ** **of ** mine life of mine
Years Units Years Units
Yarrabee 30 6
Minerva 34,543,000 31,616,378
Ashton 76,549,596 69,400,895
Moolarben 25 25

Changes in accounting estimates

The mine life of the Minerva mining tenement was reassessed as at 1 January 2006 resulting in an increase in estimated reserves from 22,400,000t to 36,240,000t as disclosed in the consolidated entity’s 2006 annual report. At that time the reserve estimate was not Joint Ore Reserve Committee (“JORC”) compliant and has now become so. The JORC compliant estimated life of the mine is 34,543,000t as at 30 April 2006. The error resulting from this over-estimate of the life of the mine was not significant and has been corrected in the financial statements for the year ended 30 June 2007.

Computer software

Computer software has a finite useful life and is carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of computer software are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(n). Amortisation of computer software is calculated using the straight-line or declining balance method to allocate the cost over the period of the expected benefit, which varies from 2.5 to 4 years.

Rail access rights

Rail access rights have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses. The carrying values of rail access rights are reviewed to ensure they are not in excess of their recoverable amounts. The recoverable amount is assessed on the basis described in note 1(n).

– 313 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Rail access rights are amortised over the life of the mine or agreement using a units of production basis in tonnes as described above for the Minerva mine or on a straight-line basis. Amortisation is charged to the income statement as distribution expenses or cost of sales.

(l) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each separately identifiable area of interest. These costs are only carried forward where the right of tenure for the area of interest is current and to the extent that they are expected to be recouped through successful development and commercial exploitation, or alternatively, sale of the area, or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

The carrying amount of exploration and evaluation assets is assessed for impairment when facts or circumstances suggest the carrying amount of the assets may exceed their recoverable amount. The recoverable amount is assessed on the basis described in note 1(n).

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Accumulated costs in relation to an abandoned area are written-off in full in the period in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

(m) Acquisition of assets

All assets acquired, including property, plant and equipment and intangibles other than goodwill are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of consideration provided plus incidental costs directly attributable to the acquisition.

When equity instruments are issued as consideration, their market price at the date of acquisition is used as their fair value, except where the notional price at which they could be placed in the market is a better indication of their fair value.

Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their present value, discounted at the rate applicable to the consolidated entity as if a similar borrowing were obtained from an independent financier under comparable terms and conditions. The unwinding of the discount is treated as a finance cost.

(n) Recoverable amount of assets and impairment

At each reporting date, the consolidated entity assesses whether there is any indication that an asset may be impaired. Where an indication of impairment exists, the consolidated entity makes a formal estimate of the recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(o) Borrowings

Borrowings are initially recorded at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in the income statement over the period of the borrowings using the effective interest rate method.

– 314 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

All borrowings are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.

(p) Borrowing costs

Borrowing costs incurred during the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are recognised as an expense when incurred.

(q) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to ownership of the assets, but not the legal ownership, are transferred to the entities in the consolidated entity, are classified as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the lower of the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual value. Leased assets are depreciated on a straight-line basis over their estimated useful lives where it is likely that the consolidated entity will obtain ownership of the assets or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and lease finance charges for the year.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the lease term.

(r) Employee benefits

Annual leave, sick leave and long service leave

Benefits accruing to employees in respect of wages and salaries, annual leave and sick leave are included in trade and other payables. Related on-costs are also included in trade and other payables as other creditors. Long service leave is provided for when it is probable that settlement will be required and it is capable of being measured reliably.

Employee benefits expected to be settled within 12 months are measured at their normal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date.

Retirement benefit obligations

Contributions are made by the consolidated entity to defined contribution superannuation funds and are charged as expenses when incurred.

Share-based payments

The consolidated entity provides benefits to Directors, other key management personnel and general managers of the consolidated entity in the form of share-based payment transactions, whereby Directors, other key management personnel and general managers render services in exchange for options to purchase shares in the company. The cost of these share-based payment transactions is measured by reference to the fair value at the date at which they are granted. Fair values at grant date are determined using a trinomial or binomial option pricing model that takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected price volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

The assessed fair value at grant date is recognised as an expense in the income statement, together with a corresponding increase in equity, pro-rata over the expected life of the option from grant date to expected vesting date. Upon exercise of the options, the balance in the options reserve is transferred to issued capital. No expense is recognised for options that do not ultimately vest

– 315 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

because internal conditions were not met. An expense is still recognised for options that do not ultimately vest because a market condition is not met. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

The consolidated entity has applied the requirements of AASB 1 in respect of share-based payment transactions and has applied AASB 2 Share-Based Payments only to equity instruments granted after 7 November 2002 that had not vested on or before 1 January 2005.

(s) Rehabilitation

A provision for rehabilitation is recognised when there is a present obligation to rehabilitate an area disturbed, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. An asset is created as part of the current and non-current development assets, to the extent that the development relates to future production activities, which is offset by a current and non-current provision for rehabilitation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(t) Revenue

Revenue from the sale of coal is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery, usually on a Free On Board, Trimmed (FOBT) basis.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive the dividend has been established. Revenue from the rendering of a service is recognised upon the delivery of the service to the customer.

(u) Good and services tax

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

The net amount of GST recoverable from or payable to the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis. The GST components of cash flows arising from investing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(v) Foreign currency transactions and balances

Items included in the financial statements of each entity of the consolidated entity are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is Felix’s functional and presentation currency.

Foreign currency transactions during the period are translated into the functional currency at rates of exchange applicable at the dates of each transaction. Monetary assets and liabilities denominated in foreign currencies at balance date are converted at rates of exchange ruling at that date.

– 316 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities, whether realised or unrealised, are recognised in the income statement as they arise except where hedging specific anticipated transactions (see note 1(w)).

The monetary assets and liabilities of foreign controlled entities are translated at year end rates. The non-monetary assets and liabilities are translated at rates at the transaction date or at the date these items are revalued or written down. Generally operating results are translated at average monthly rates. All resulting exchange differences are recognised as a separate component of equity. On disposal of a foreign controlled entity, the cumulative amount of such exchange differences are recognised in the income statement as part of the gain or loss on sale.

(w) Derivatives

The consolidated entity uses derivative financial instruments such as forward foreign exchange contracts and interest rate swaps to hedge its risks associated with interest rate and foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value at each reporting date. The resulting gain or loss arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, is recognised in the income statement immediately.

The fair values of forward foreign currency contracts are calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair values of interest rate swaps are determined by reference to market values for similar instruments.

The forward foreign exchange contracts and interest rate swaps entered into by the consolidated entity are designated and qualify as cash flow hedges.

The consolidated entity documents at the inception of the contract the hedging relationship between hedging instruments and hedged items, including the risk management objectives and strategies for undertaking various hedge transactions. The consolidated entity also documents its assessment, both at inception and periodically, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

The gains or losses in respect of hedge transactions which relate to future purchases or sales are deferred and included in the measurement of the purchase or sale to which they relate when the anticipated transaction occurs. Any gains or losses on the hedge transaction after that date are included in the income statement.

The net amount receivable or payable as a result of a hedge transaction is included as an asset or liability in the balance sheet from the date of inception of the hedge. The corresponding unrealised gain or loss is recognised in equity in the hedging reserve. Changes in the fair value of the forward foreign exchange contracts or interest rate swaps are recognised through the hedging reserve until the anticipated underlying transaction occurs. Once the anticipated underlying transaction occurs, amounts accumulated in equity are recycled through the income statement or recognised as part of the cost of the asset to which it relates.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in equity is kept in equity and is recognised when the forecast transaction is ultimately recognised. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement for the year.

(x) Issued capital

Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.

– 317 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

(y) Critical accounting estimates and other accounting judgements

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in this financial report.

Following is a summary of the key assumptions concerning the future, and other key sources of estimation at reporting date that have not been disclosed elsewhere in this financial report.

Impairment

The consolidated entity assesses impairment at each reporting date by evaluating conditions specific to the consolidated entity that may lead to an impairment. Where an indicator of impairment exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

No impairment has been recognised in respect of mine development assets, mining tenements, rail access rights or exploration and evaluation assets where the related area of interest is being or has been developed, for the reporting period. The value-in-use calculations performed to determine the recoverable amount of the cash-generating units to which these assets belong has been based on actual operating results and a cash flow model based on life of mines. The pre-tax discount rate applied in the model is 12.5%. Coal prices used in the model have been determined based on an analysis of long term market price trends and estimated future foreign currency rates. Note 9 provides further information on the consolidated entity’s exposure to foreign currency risk.

Amortisation

The amortisation of mine development assets, mining tenements, rail access rights, exploration and evaluation assets where the related area of interest is being or has been developed, and the expensing of overburden removal costs is based on saleable coal production over estimated economically recoverable reserves. Note 1(k) provides further information regarding economically recoverable reserves. The amount of reserves that may actually be mined in the future and the consolidated entity’s estimate of reserves from time to time in the future may vary from current reserve estimates.

(z) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the members of Felix by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share

Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after-tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

– 318 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

2 REVENUE AND INCOME

Notes
From continuing operations
a)
Revenue
Sales of coal
Gain on forward foreign exchange
contracts
Total revenue
b)
Other revenue
Rendering of services:
Management fees
Marketing fees
Interest received – other parties
Dividends from related parties
(refer note 33)
Rentals
Plant hire
Total other revenue
c)
Other income
Net gain/(loss) on disposal of interests
in joint ventures and projects:
Disposal of 28.7% interest in
Minerva & Athena Joint Ventures
28c
Disposal of 10% in Moolarben Coal
Project
28d
Disposal of 25% interest in Ashton
Joint Venture
28e
Total net gain on disposal of interests
in joint ventures and projects
Net gain on sale of available-for-sale
financial assets
Option premiums for sales of tenements
Gain on forward foreign exchange
contracts where contracts were not
matched to coal sales
Other income
Total other income
CONSOLIDATED
2007
2006
$000
$000
232,620
205,035
8,849
7,107
241,469
212,142
CONSOLIDATED
2007
2006
$000
$000
232,620
205,035
8,849
7,107
241,469
212,142
THE COMPANY
2007
2006
$000
$000


6,079
2,604
6,079
2,604
THE COMPANY
2007
2006
$000
$000


6,079
2,604
6,079
2,604
2,604
874
722
1,866

161
764
730
145
1,360

104
239

1,198
927
7,210

856

931
749
3,222

169
4,387 2,578 10,191 5,071
28,208
17,956

46,164
1,136
780

558


4,270
4,270
71
444
1,686
255
(79)


(79)





71

1,686
48,638 6,726 (79) 1,757

– 319 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

3 PROFIT BEFORE INCOME TAX

Profit before income tax has been determined after charging the following:

Notes
a)
Expenses
Finance costs
Finance lease charges
Finance lease charges – related
parties (refer note 34a)
Other interest charges
Total finance costs
Less finance costs capitalised
Less finance costs capitalised –
related parties (refer note 34a)
Total finance costs expensed
Depreciation of non-current assets
Mine development
Buildings
Plant and equipment
Total depreciation
Amortisation of non-current assets
Leased equipment
Exploration
Mining tenements
Rail access rights
Computer software
Total amortisation
Total depreciation & amortisation
expense
Employee expenses
Defined contribution superannuation
expense
Employee benefits expense
Share-based payments expense
Employee expense on-costs
Total employee expenses
Rental expenses on operating leases
Government royalties
Research and development expenditure
b)
Losses
Net (gain)/loss on disposal of
non-current plant & equipment
CONSOLIDATED
2007
2006
$000
$000
1,934
1,982
778
108
7,577
2,332
CONSOLIDATED
2007
2006
$000
$000
1,934
1,982
778
108
7,577
2,332
THE COMPANY
2007
2006
$000
$000




1,720
1,370
THE COMPANY
2007
2006
$000
$000




1,720
1,370
10,289
(4,621)
(620)
4,422
(366)
(108)
1,720

1,370

5,048 3,948 1,720 1,370
2,071
75
4,941
7,087
6,367
250
3,202
364
199
10,382
1,977
35
2,663
4,675
3,466
498
2,392
319
32
6,707


153
153




199
199


103
103




32
32
17,469 11,382 352 135
2,762
31,723
593
3,677
1,813
21,200
1,788
1,823
236
2,591
593
309
277
2,501
1,788
168
38,775 26,624 3,729 4,734
2,305
14,218
2,587
(13)
1,973
12,614
9,514
116
165


(21)

– 320 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

c) Significant revenues and expenses

The following significant revenue and expense items are relevant in explaining the financial performance:

Notes
Revenues
Gain on forward exchange contracts
where contracts were not matched to
coal sales
Expenses
Demurrage
Profits
Net gain/(loss) on disposal of 28.7% of
Minerva & Athena Joint Ventures
28c
Net gain on disposal of 10% of
Moolarben Coal Project
28d
Net gain on disposal of 25% of Ashton
Joint Venture
28e
Reduction in impairment of controlled
entity loans
CONSOLIDATED
2007
2006
$000
$000

1,686
CONSOLIDATED
2007
2006
$000
$000

1,686
THE COMPANY
2007
2006
$000
$000

1,686
THE COMPANY
2007
2006
$000
$000

1,686
7,373
28,208
17,956

4,679


4,270

(79)


1,843



334

4 INCOME TAX

Notes
a)
Income tax recognised in profit
Current Tax
Deferred tax
Origination and reversal of temporary
differences
Effect of change in accounting
estimate (refer note 4h)
Benefit of tax losses recognised
Under/(over) provision in prior years
Total income tax expense/(revenue)
CONSOLIDATED
2007
2006
$000
$000
5,921
3,783
CONSOLIDATED
2007
2006
$000
$000
5,921
3,783
THE COMPANY
2007
2006
$000
$000
(384)
(828
THE COMPANY
2007
2006
$000
$000
(384)
(828
9,687

(13,473)
(3,786)
464
3,720
(353)
(6,724)
(3,357)
(507)
372

(17,601)
(17,229)
4,089
(6

(6,724
(6,730
(507
2,599 (81) (13,524) (8,066

– 321 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
b)
Numerical reconciliation between
income tax expense/(revenue) and
profit before income tax
Profit before income tax
Income tax expense at 30% (2006:
30%)
Increase/(decrease) in income tax
expense/(revenue) due to:
Non-deductible expenses
Non-assessable income
Non-deductible share based payments
Research and development
concession
Other deductible expenses
Under/(over) provision in prior years
Effect of change in accounting
estimate (refer note 4h)
Prior year tax losses not previously
recognised
Income tax expense attributable to
the wholly owned subsidiaries in
the tax consolidated group
Recovery of income tax expense
under tax sharing agreement
Income tax expense/(revenue)
c)
Deferred tax recognised directly in
equity
Adjustments to opening accumulated
losses associated with changes in
accounting policies for financial
instruments
Changes in derivative financial
instruments
CONSOLIDATED
2007
2006
$000
$000
49,758
30,022
14,927
9,007
996
139


178
537
(181)
(1,719)
(312)
(460)
CONSOLIDATED
2007
2006
$000
$000
49,758
30,022
14,927
9,007
996
139


178
537
(181)
(1,719)
(312)
(460)
THE COMPANY
2007
2006
$000
$000
9,478
452
2,843
135
245
37
(2,716)
(1,067)
178
537


(562)
(477)
(12)
(835)
4,089
(507)


(17,601)
(6,724)
7,852
3,428
(7,852)
(3,428)
(13,524)
(8,066)

(2,855)
(320)
2,064
(320)
(791)
THE COMPANY
2007
2006
$000
$000
9,478
452
2,843
135
245
37
(2,716)
(1,067)
178
537


(562)
(477)
(12)
(835)
4,089
(507)


(17,601)
(6,724)
7,852
3,428
(7,852)
(3,428)
(13,524)
(8,066)

(2,855)
(320)
2,064
(320)
(791)
15,608
464

(13,473)

7,503
(507)
(353)
(6,724)

(12)
4,089

(17,601)
7,852
(7,852)
(835
(507

(6,724
3,428
(3,428
2,599 (81) (13,524)

(384)
(3,947)
3,156

(320)
(2,855
2,064
(384) (791) (320)

– 322 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

d)
Unrecognised deferred tax balances
Tax losses attributable to members of the tax
consolidated group – revenue
Tax losses attributable to members of the tax
consolidated group – capital
Tax losses attributable to subsidiaries not
members of the tax consolidated group –
revenue
e)
Current tax liabilities
Income tax payable
f)
Deferred tax assets
Amounts recognised in profit and loss
Employee benefits provisions
Rehabilitation provisions
Inventory
Property, plant & equipment
Investments accounted for using the equity
method
Mining tenements
Finance lease liabilities
Tax losses
Other
g)
Deferred tax liabilities
Amounts recognised in profit or loss
Trade & other receivables
Inventory
Overburden
Property, plant and equipment
Mine development
Mining tenements
Exploration and evaluation
Other intangible assets
Investments accounted for using the equity
method
Other
Amounts recognised directly in equity
Derivative financial instruments
CONSOLIDATED
2007
2006
$000
$000

2,603

2,076
5,324
11,638
5,324
16,317
CONSOLIDATED
2007
2006
$000
$000

2,603

2,076
5,324
11,638
5,324
16,317
THE COMPANY
2007
2006
$000
$000

1,331

1,849



3,180
THE COMPANY
2007
2006
$000
$000

1,331

1,849



3,180
3,180
162
977
1,981
1,566
3,441
1,052
1,181
7,048
53,994
1,062
106
637
1,556

2,973
1,310
1,367

43,168
686

97






14,929
1
104






3,042
4
72,302 51,697 15,027 3,150
6,271
642
11,175
9,767
3,123
49,953
4,139
35

1,040
86,145
384
22
582
7,781
622
1,987
48,590
3,571

460

63,615
791



3






3
320



4





252
256
791
86,529 64,406 323 1,047

– 323 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

h) Change in Accounting Estimate

Subsequent to the calculation of comparatives for deferred tax balances as at 30 June 2005 as presented in the consolidated entity’s first AIFRS compliant financial report for the half-year ended 31 December 2005, the consolidated entity prepared and lodged its 2005 consolidated income tax return. As a result of new information available during the preparation of the return, it was discovered that the tax bases of certain mining tenements, freehold land and buildings, and property, plant and equipment used for the purposes of calculating the deferred tax balances under AASB 112 Income Taxes as at 30 June 2005 required adjustments for allocated cost amounts under the tax consolidation legislation for the acquisition of White Mining Limited. The adjustments to the tax bases resulted in the following changes in deferred tax balances as at 30 June 2006.

CONSOLIDATED CONSOLIDATED THE COMPANY
2007 2006 2007 2006
$000 $000 $000 $000
Increase in deferred tax assets 43,808
Increase in deferred tax liabilities (43,455)
Tax expense on recognition of
deferred tax balances (353)

i) Tax Consolidation

For the purposes of taxation, Felix Resources Limited and its 100% owned Australian subsidiaries are a tax consolidated group. The head entity of the tax consolidated group is Felix Resources Limited. Felix is responsible for recognising the current tax assets and liabilities for the tax consolidated group. Each entity in the tax consolidated group recognises its own deferred tax assets and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case Felix recognises the assets.

The group has entered into a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the profit before tax of the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each entity in the group can recognise their balance of the current tax assets and liabilities through inter-entity accounts. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote.

5 DIVIDENDS

a)
Dividend paid during the year on
ordinary shares
Partially franked (20%) dividend of
4.00 cents per share (2006: fully
franked, 1.95 cents per share)
b)
Dividend on ordinary shares
proposed and not recognised as
a liability
Dividend of 6.00 cents per share,
unfranked (2006: 20% franked
4.00 cents per share)
CONSOLIDATED
2007
2006
$000
$000
7,210
3,515
CONSOLIDATED
2007
2006
$000
$000
7,210
3,515
THE COMPANY
2007
2006
$000
$000
7,210
3,515
THE COMPANY
2007
2006
$000
$000
7,210
3,515
11,769 7,209 11,769 7,209

The tax rate at which the paid dividend was franked is 30% (2006: 30%). The dividend proposed is unfranked (2006: franked to 20% at the tax rate of 30%).

– 324 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

c) Franking credit balance

The amount of franking credits available for the subsequent reporting period is:

Franking account balance as at the
end of the year at 30% (2006:
30%)
Franking debits that will arise from
the payment of the dividend
proposed but not recognised as a
liability
Balance
CONSOLIDATED
2007
2006
$000
$000
204
668

(618)
204
50
THE COMPANY
2007
2006
$000
$000





THE COMPANY
2007
2006
$000
$000





– 325 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

6 CONTROLLED ENTITIES

OWNED
Country of
Incorporation
2007
2006
%
%
The Company:
Felix Resources Limited
Australia
Controlled entities at
cost:
Auriada Limited
Ireland
100
100
Ballymoney Power Limited
Ireland
100
100
Balhoil Nominees Pty Ltd
Australia
100
100
Accumulated impairment
loss
South Australian Coal Corp
Pty Ltd
Australia
100
100
SASE Pty Ltd
Australia
90
90
Accumulated impairment
loss
Athena Coal Pty Ltd
Australia
100
100
Minerva Mining Pty Ltd
(formerly Sandhurst
Mining Pty Ltd)
Australia
100
100
Felix Coal Sales Pty Ltd
Australia
100
100
Proserpina Coal Pty Ltd
Australia
100
100
Minerva Coal Pty Ltd
Australia
51
70
Yarrabee Coal Company
Pty Ltd
Australia
100
100
White Mining Limited
Australia
100
100
White Mining Services Pty
Limited
Australia
100
100
Tonford Pty Ltd
Australia
100
100
Splitters Hollow Pty
Limited
Australia
100
100
Moolarben Coal Mines Pty
Limited
Australia
100
100
Ashton Coal Operations
Pty Limited
Australia
100
100
White Mining (NSW) Pty
Limited
Australia
100
100
UCC Energy Pty Limited
Australia
100
100
Agrarian Finance Pty Ltd
Australia
100
100
Advanced Clean Coal
Technology Pty Limited
Australia
100
100
White Mining Research Pty
Ltd
Australia
100
100
Felix NSW Pty Ltd
Australia
100
THE COMPANY
2007
2006
$000
$000




839
839
(839)
(839)


14,504
14,504
(14,504)
(14,504)








3,614
4,961
14,910
14,910
222,869
222,869






















241,393
242,740

All controlled entities have 30 June balance dates. All equity interests are held in ordinary shares. All controlled entities are vehicles for exploration, development and operational activities of the consolidated entity.

– 326 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Deed of Cross Guarantee

A deed of cross guarantee exists between Felix Resources Limited and its wholly-owned subsidiaries Yarrabee Coal Company Pty Ltd, South Australian Coal Corp Pty Ltd and Balhoil Nominees Pty Ltd. The deed was enacted during 2004 and relief was obtained from preparing a financial report for Yarrabee Coal Company Pty Ltd under ASIC Class Order 98/1418. Under the deed, Felix Resources Limited guarantees to support the liabilities and obligations of the subsidiaries. The above companies represent a Closed Group for the purpose of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Felix Resources Limited, they also represent the Extended Closed Group. The following are the aggregate totals for the Closed Group, for each category, relieved under the deed.

Financial Information in relation to:
(i)
Income statement
Profit before income tax
Income tax revenue
Profit after income tax
Profit attributable to members of Felix Resources Limited
(ii)
Accumulated losses
Accumulated losses at the beginning of the financial year
Profit after income tax
Dividends paid
Accumulated losses at the end of the financial year
(iii)
Balance sheet
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial assets
Other
Total current assets
Non-current assets
Trade and other receivables
Other financial assets
Property, plant & equipment
Exploration and evaluation assets
Deferred tax assets
Intangible assets
Derivative financial assets
Total non-current assets
Total assets
CLOSED
GROUP
2007
$000
4,731
11,539
16,270
16,270
CLOSED
GROUP
2006
$000
20,712
1,503
22,215
22,215
(112,301)
22,215
(3,515)
(93,601)
17,088
93,830
14,464
2,587
10,321
138,290
20,748
227,829
9,768
2,024
3,890
3,794
49
268,102
406,392
(93,601)
16,270
(7,210)
(112,301
22,215
(3,515
(84,541)
14,641
84,813
12,477
1,065
17,620
130,616
20,748
226,483
12,761
1,867
19,649
3,014

284,522
415,138
17,088
93,830
14,464
2,587
10,321
138,290
20,748
227,829
9,768
2,024
3,890
3,794
49
268,102
406,392

– 327 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

LIABILITIES
Current liabilities
Payables
Interest bearing liabilities
Provisions
Total current liabilities
Non-current liabilities
Payables
Interest bearing liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Issued capital
Reserves
Accumulated losses
Total equity
CLOSED
GROUP
2007
$000
19,435
3,808
300
CLOSED
GROUP
2006
$000
15,255
16,600
1,246
23,543
2,724
13,343
7,717
1,789
25,573
49,116
33,101
2,346
15,625
2,555
478
21,004
54,105
366,022 352,287
444,378
6,185
(84,541)
435,658
10,230
(93,601
366,022 352,287

Total equity

7 CASH AND CASH EQUIVALENTS

Note
Cash at bank and on hand
Short-term deposits
28b
CONSOLIDATED
2007
2006
$000
$000
11,495
9,874
5,965
69,493
17,460
79,367
THE COMPANY
2007
2006
$000
$000
4,777
2,684
5,501
13,014
10,278
15,698
THE COMPANY
2007
2006
$000
$000
4,777
2,684
5,501
13,014
10,278
15,698
15,698

a) Short term deposits

Short-term deposits at 30 June 2006 included $51,000,000 in the drawdown holding account and $4,724,033.72 in the proceeds account as part of the Ashton Underground Syndicated Facility Agreement. These funds, which were available only for expenditure on the Ashton underground project, were utilised during the year ended 30 June 2007. Proceeds of coal sales from the Ashton mine are deposited into the proceeds account and used only for expenditure on the Ashton underground project. Further information concerning the Ashton Underground Syndicated Facility Agreement is set out in note 20.

b) Effective interest rate risk

Information concerning the effective interest rate of cash and cash equivalents in set out in note 37.

– 328 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

8 TRADE AND OTHER RECEIVABLES (CURRENT)

Trade receivables
Receivable from controlled
entities
Receivable from Sojitz
Moolarben
Resources Pty Limited 28d
Other debtors
Advances to controlled entities
Loan to related entity
CONSOLIDATED
2007
2006
$000
$000
5,618
27,731


20,000

3,855
4,225


6,967

36,440
31,956
THE COMPANY
2007
2006
$000
$000
1,639
1,394
10,504
8,494


237
280
68,792
72,019


81,172
82,187
THE COMPANY
2007
2006
$000
$000
1,639
1,394
10,504
8,494


237
280
68,792
72,019


81,172
82,187
82,187

a) Loan to related entity

The loan to a related entity represents funds advanced to Newcastle Coal Infrastructure Group Pty Ltd, a company in which the consolidated entity has a minority shareholding. In August 2005 Newcastle Coal Infrastructure Group Pty Ltd was selected by the New South Wales government as the preferred developer and operator of a third coal loader for the Port of Newcastle. The loan is interest bearing and unsecured. The loan principal and interest are repayable upon funding of the project.

b) Effective interest rate risk

Information concerning the effective interest rate of trade and other receivables in set out in note 37.

9 DERIVATIVE FINANCIAL INSTRUMENTS

CURRENT ASSETS
Interest rate swaps – receivable
Forward foreign exchange
contracts – receivable
NON-CURRENT ASSETS
Interest rate swaps – receivable
Forward foreign exchange
contracts – receivable
CONSOLIDATED
2007
2006
$000
$000
85

1,065
2,587
1,150
2,587
CONSOLIDATED
2007
2006
$000
$000
85

1,065
2,587
1,150
2,587
THE COMPANY
2007
2006
$000
$000


1,065
2,587
1,065
2,587
THE COMPANY
2007
2006
$000
$000


1,065
2,587
1,065
2,587
2,587
131

49


49
131 49 49

– 329 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

a) Transition to AASB 132 and AASB 139

The consolidated entity took the exemption available under AASB 1 to apply AASB 132 and AASB 139 only from 1 July 2005. At the date of transition to these standards of 1 July 2005, a post-tax decrease in liabilities of $9,210,000 for the consolidated entity and $6,661,000 for the company was recognised representing the reclassification of foreign currency cash flow hedges under AASB 139 from deferred hedge gains to the hedging reserve. For further information refer to notes 1(w) and 25.

b) Instruments used by the consolidated entity

The consolidated entity enters into forward exchange contracts to sell or purchase specified amounts of foreign currencies in the future at stipulated exchange rates. The objective of entering into the forward exchange contracts is to reduce the foreign exchange rate related volatility of the consolidated entity’s revenue stream and thereby assist in risk management for the consolidated entity. Foreign currency speculation is specifically excluded. Forward foreign exchange contracts are entered for contracted future sales undertaken in foreign currencies and contracted future capital expenditure undertaken in foreign currencies.

The outstanding US$ contracts are hedging highly probable forecasted sales of coal, whereas the 2006 outstanding Euro contracts relate to capital expenditure for the Ashton Joint Venture underground project. The contracts are timed to mature when funds for coal sales are forecast to be received and when payments for major components of Ashton Joint Venture underground machinery are scheduled to be made. At balance date, the details of the outstanding forward exchange contracts are set out below. Refer note 38a for post balance date forward exchange contracts taken out.

Settlement
Less than 6 months
6 months to 1 year
1 year to less than 2 years
Settlement
Less than 6 months
6 months to 1 year
SELL UNITED STATES
DOLLARS
2007
2006
US$000
US$000
6,489
40,000
20,000
70,000

6,000
26,489
116,000
BUY EUROS
2007
2006
€000
€000

14,088

3,522

17,610
AVERAGE EXCHANGE
RATES
2007
2006
US$
US$
0.7717
0.7363
0.8379
0.7386

0.7388
0.8207
0.7378
AVERAGE EXCHANGE
RATES
2007
2006



0.6141

0.6141
–0.
6141
AVERAGE EXCHANGE
RATES
2007
2006
US$
US$
0.7717
0.7363
0.8379
0.7386

0.7388
0.8207
0.7378
AVERAGE EXCHANGE
RATES
2007
2006



0.6141

0.6141
–0.
6141
6141

– 330 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

The exchange gains and losses on hedges of anticipated foreign currency sales, interest expense and capital expenditure are recognised in the hedging reserve and the timing of their anticipated recognition as part of sales, interest expense and capital expenditure are:

Not later than 1 year
1 year to less than 2 years
2 years to less than 3 years
CONSOLIDATED
Net gain
2007
2006
$000
$000
1,150
2,587
106
49
25

1,281
2,636
CONSOLIDATED
Net gain
2007
2006
$000
$000
1,150
2,587
106
49
25

1,281
2,636
2,636

Details of movements in the hedging reserve are set out in note 25.

c) Credit risk exposures

Forward exchange contracts are subject to credit risk in relation to the relevant counterparties, which are principally large financial institutions. The maximum credit risk exposure on forward exchange contracts is the full amount of the foreign currency that the consolidated entity pays when settlement occurs, should the counterparty entity fail to pay the amount which it is committed to pay the consolidated entity. The full amount of the exposure is included in (b) above.

10 OTHER ASSETS (CURRENT)

Prepayments
Development costs
Overburden at cost
CONSOLIDATED
2007
2006
$000
$000
1,239
449

1,094
37,251
25,935
38,490
27,478
THE COMPANY
2007
2006
$000
$000
80
92




80
92
THE COMPANY
2007
2006
$000
$000
80
92




80
92
92

11 TRADE AND OTHER RECEIVABLES (NON-CURRENT)

Secured Director loan – interest bearing
Loans to other entities – interest bearing
Advances to controlled entities
Less: accumulated impairment losses
Advances to associated entities
CONSOLIDATED
2007
2006
$000
$000
1,705
1,705

2,660




5,379
4,445
7,084
8,810
THE COMPANY
2007
2006
$000
$000




82,545
84,387
(61,796)
(63,639)


20,749
20,748
THE COMPANY
2007
2006
$000
$000




82,545
84,387
(61,796)
(63,639)


20,749
20,748
20,748

– 331 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

a) Terms and conditions relating to above financial instruments

Loans to other entities represents a loan to Newcastle Coal Infrastructure Group Pty Ltd. The loan is interest bearing and unsecured. The loan principal and interest is repayable upon funding of the project, which is expected to occur by 30 June 2008. Accordingly the loan has been classified as current as at 30 June 2007 (refer note 8a) .

Details regarding secured Director loans are set out in note 34.

Details regarding the advances to associated entities are set out in note 33.

b) Effective interest rate risk

Information concerning the effective interest rate of trade and other receivables is set out in note 37.

c) Fair Value

Advances to controlled entities by the company include a loan to White Mining Limited (WML) on acquisition to enable WML to repay the majority of its shareholder loans (refer note 34) .

Advances to controlled entities by the company also include advances to SASE Pty Ltd (SASE) and Ballymoney Power Limited (Ballymoney) and an advance to Minerva Coal Pty Ltd which was acquired by the company on purchase of Minerva Coal Pty Ltd. Amounts receivable by the company from SASE and Ballymoney have been written down to nil value.

12 INVENTORY (CURRENT)

Coal at cost
Fuel at cost
Stock of spare parts
Stock of tyres
CONSOLIDATED
2007
2006
$000
$000
20,468
17,850
295
972
254
102
1,844
904
22,861
19,828
THE COMPANY
2007
2006
$000
$000









THE COMPANY
2007
2006
$000
$000









– 332 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

13 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

  • a) Interest in associates
Name of associate
Principal Activity
Unlisted
Australian Coal Processing
Holdings
Pty Ltd Holding
company
Ashton Coal Mines
Limited
Real estate holder
& sales agent
Australian Coal Processing
Pty Ltd
Owned and
operated a coal
handling &
processing plant
for part of the
year
CONSOLIDATED
Carrying amount
of investment
2007
2006
$000
$000
25
4,449
179
417


204
4,866
CONSOLIDATED
Percentage owned
2007
2006
%
%
60 (i)
60 (i)
60(ii)
60(ii)
60
60

Each of the above associates is incorporated in Australia.

  • (i) A controlled entity of White Mining Ltd, White Mining (NSW) Pty Limited (WMNSW), holds 60% (2006: White Mining Ltd 60%) of the ordinary shares of Australian Coal Processing Holdings Pty Ltd. Under the shareholders agreement between WMNSW and the other shareholders, ICRA Ashton Pty Ltd (ICRAA) and Austral-Asia Coal Holdings Pty Ltd (Austral), all major financial and operating policy decisions require a vote by Directors who together represent shareholders holding 100% of the shares or a vote by shareholders who together hold 100% of the shares. Therefore decisions must be passed unanimously and WMNSW’s voting power is equivalent to 33.33% (2006: WML 33.33%).

  • (ii) A controlled entity of White Mining Ltd, White Mining (NSW) Pty Limited (WMNSW), holds 60% (2006: 60%) of the ordinary shares of Ashton Coal Mines Limited. Under the shareholders agreement between WMNSW and the other shareholders, ICRA Ashton Pty Ltd (ICRAA) and Austral-Asia Coal Holdings Pty Ltd (Austral), all major financial and operating policy decisions require unanimous resolution of the shareholders. Therefore major decisions must be passed unanimously and WMNSW’s voting power is equivalent to 33.33% (2006: 33.33%).

– 333 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Note
b)
Carrying amount of investments in
associates
Balance at the beginning of the
financial year
Return of share capital from associate
Disposal of 25% interest to IMC
Austral
Share of associates’ net profits
13c
Carrying amount of investments in
associates at the end of the financial
year
c)
Share of associates’ (loss)/profit
(Loss)/profit before income tax
Recoupment of unrecognised share of
associates’ losses from profit for the
period
Income tax benefit/(expense)
(Loss)/profit after income tax
d)
Unrecognised share of associates’
losses
Unrecognised share of associates’
losses at the beginning of the
financial year
Recoupment of unrecognised share of
associates’ losses from profit for the
period
Unrecognised share of associates’
losses at the end of the financial year
e)
Summarised financial information of
associates
Assets
Liabilities
Revenues
Profit
CONSOLIDATED
2007
2006
$000
$000
4,866
4,445
(3,949)


(1,112)
(713)
1,533
204
4,866
CONSOLIDATED
2007
2006
$000
$000
4,866
4,445
(3,949)


(1,112)
(713)
1,533
204
4,866
THE COMPANY
2007
2006
$000
$000









THE COMPANY
2007
2006
$000
$000









(741)

28
1,803
(165)
(105)




(713) 1,533

165
(165)



9,135
(8,824)
(119,025)
577

46,218
(38,529)
(109,756)
(2,830)







14 OTHER FINANCIAL ASSETS (NON-CURRENT)

Controlled entities at cost (note 6)
Less: accumulated impairment losses
CONSOLIDATED
2007
2006
$000
$000





THE COMPANY
2007
2006
$000
$000
256,736
258,083
(15,343)
(15,343
241,393
242,740
THE COMPANY
2007
2006
$000
$000
256,736
258,083
(15,343)
(15,343
241,393
242,740
242,740

– 334 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

15 PROPERTY, PLANT & EQUIPMENT

a) Property, plant & equipment

Property, plant & equipment – at
cost
Less: Accumulated depreciation
Mine development – at cost
Less: Accumulated amortisation
Freehold land and buildings – at cost
Less: Accumulated depreciation
Plant & equipment under lease – at
cost
Less: Accumulated amortisation
Assets under construction – at cost
Land acquisition in progress
Total property, plant & equipment
CONSOLIDATED
2007
2006
$000
$000
36,110
45,931
(11,768)
(10,652)
CONSOLIDATED
2007
2006
$000
$000
36,110
45,931
(11,768)
(10,652)
THE COMPANY
2007
2006
$000
$000
583
500
(258)
(181)
325
319


















31
37


356
356
THE COMPANY
2007
2006
$000
$000
583
500
(258)
(181)
325
319


















31
37


356
356
24,342
29,798
(7,822)
21,976
14,052
(453)
13,599
34,677
(10,416)
24,261
111,120
585
35,279
16,474
(3,577)
12,897
7,671
(383)
7,288
33,835
(4,348)
29,487
41,427
4,017
325









31
319



37
195,883 130,395 356

– 335 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Assets pledged as security

Included in the balance of property, plant & equipment are assets over which charges listed in note 19 and note 20 have been granted as security.

The value of non-current assets pledged as security are:

Land & buildings
Mine development
Plant & equipment
Plant & equipment under lease
Assets under construction
Other financial assets
CONSOLIDATED
2007
2006
$000
$000
2,732
4,570
21,976
12,897
24,342
35,279
24,261
29,487
111,120
41,427


184,431
123,660
THE COMPANY
2007
2006
$000
$000




325
319


31
37
92
92
448
448
THE COMPANY
2007
2006
$000
$000




325
319


31
37
92
92
448
448
448

c) Reconciliations

Reconciliation of the carrying amounts of property, plant and equipment at the beginning and end of the year.

Plant & equipment
Carrying amount at beginning
Additions
Transfers
Disposals
Depreciation expense
Mine development
Carrying amount at beginning
Additions
Transfers
Disposals
Depreciation expense
Freehold land & buildings
Carrying amount at beginning
Additions
Transfers
Disposals
Depreciation expense
CONSOLIDATED
2007
2006
$000
$000
35,279
9,520
91
1,126
87
28,348
(6,174)
(1,052)
(4,941)
(2,663)
24,342
35,279
CONSOLIDATED
2007
2006
$000
$000
35,279
9,520
91
1,126
87
28,348
(6,174)
(1,052)
(4,941)
(2,663)
24,342
35,279
THE COMPANY
2007
2006
$000
$000
319
362

60
422

(263)

(153)
(103
325
319
THE COMPANY
2007
2006
$000
$000
319
362

60
422

(263)

(153)
(103
325
319
319
12,897
2,778
10,155
(1,783)
(2,071)
18,921
2,210
(1,453)
(4,804)
(1,977)








21,976 12,897
7,288
2,153
5,189
(956)
(75)
4,881
2,442


(35)








13,599 7,288

– 336 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Leased plant & equipment
Carrying amount at beginning
Additions
Transfers
Disposals
Amortisation expense
Assets under construction
Carrying amount at beginning
Additions
Transfers
Disposals
CONSOLIDATED
2007
2006
$000
$000
29,487
26,805
3,861
6,542
(1)
4,760
(2,719)
(5,154)
(6,367)
(3,466)
24,261
29,487
CONSOLIDATED
2007
2006
$000
$000
29,487
26,805
3,861
6,542
(1)
4,760
(2,719)
(5,154)
(6,367)
(3,466)
24,261
29,487
THE COMPANY
2007
2006
$000
$000











THE COMPANY
2007
2006
$000
$000











41,427
84,005
(11,413)
(2,899)
4,365
70,225
(33,108)
(55)
37
416
(422)

37

111,120 41,427 31 37

Assets under construction primarily represent the development costs for the Ashton underground project. These costs will, when fully analysed, be transferred to their applicable class of property, plant and equipment.

CONSOLIDATED
2007
2006
$000
$000
Land acquisition in progress
Carrying amount at beginning
4,017

Additions
585
4,017
Transfers
(4,017)

585
4,017
ORATION AND EVALUATION ASSETS
CONSOLIDATED
2007
2006
$000
$000
Exploration and evaluation assets
42,325
38,318
Provision for write-down to
recoverable amount
(28,528)
(28,059)
13,797
10,259
THE COMPANY
2007
2006
$000
$000








THE COMPANY
2007
2006
$000
$000





THE COMPANY
2007
2006
$000
$000








THE COMPANY
2007
2006
$000
$000





16 EXPLORATION AND EVALUATION ASSETS

a) Reconciliation

Reconciliation of the carrying amount of exploration and evaluation assets at the beginning and end of the year

– 337 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Exploration and evaluation – at cost

Carrying amount at beginning
Additions
Disposals
Amortisation expense
CONSOLIDATED
2007
2006
$000
$000
10,259
6,909
4,927
4,899
(1,139)
(1,051)
(250)
(498)
13,797
10,259
THE COMPANY
2007
2006
$000
$000









THE COMPANY
2007
2006
$000
$000









b) Areas of interest

Expenditure carried forward at 30 June 2007 relates to exploration expenditure by subsidiary companies in the following areas of interest. The ultimate recoupment of this expenditure is dependent on the successful development and commercial exploitation, or alternatively, the sale, at a minimum of book value, of these areas of interest.

Athena
Yarrabee
Ashton
Moolarben
Minerva
CONSOLIDATED
2007
2006
$000
$000
126
126
1,867
2,024
1,543
1,636
10,179
6,473
82

13,797
10,259
THE COMPANY
2007
2006
$000
$000











THE COMPANY
2007
2006
$000
$000











17 INTANGIBLES

Yarrabee mining tenement – at cost
Less: Accumulated amortisation
Minerva mining tenement – at cost
Less: Accumulated amortisation
Ashton mining tenement – at cost
Less: Accumulated amortisation
Moolarben mining tenement – at cost
Rail access rights – at cost
Less: Accumulated amortisation
Computer software – at cost
Less: Accumulated amortisation
Total intangible assets
CONSOLIDATED
2007
2006
$000
$000
4,845
4,845
(2,131)
(1,528)
7,781
7,781
(645)
(249)
54,297
54,297
(4,490)
(2,287)
162,547
162,547
CONSOLIDATED
2007
2006
$000
$000
4,845
4,845
(2,131)
(1,528)
7,781
7,781
(645)
(249)
54,297
54,297
(4,490)
(2,287)
162,547
162,547
THE COMPANY
2007
2006
$000
$000













THE COMPANY
2007
2006
$000
$000













222,204
9,241
(593)
8,648
545
(245)
300
225,406
10,585
(319)
10,266
509
(32)
477




545
(245)
300

509
(32
477
231,152 236,149 300 477

– 338 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

a) Security

There is a First Registered Mortgage over mining tenements owned by the consolidated entity.

b) Reconciliations

Reconciliations of the carrying amount of intangible assets at the beginning and end of the year

Mining tenements – at cost
Carrying amount at beginning
Additions
Disposals
Amortisation expense
Rail access rights – at cost
Carrying amount at beginning
Additions
Disposals
Amortisation expense
Computer software – at cost
Carrying amount at beginning
Additions
Amortisation expense
CONSOLIDATED
2007
2006
$000
$000
225,406
245,644

3

(17,849)
(3,202)
(2,392)
222,204
225,406
CONSOLIDATED
2007
2006
$000
$000
225,406
245,644

3

(17,849)
(3,202)
(2,392)
222,204
225,406
THE COMPANY
2007
2006
$000
$000









THE COMPANY
2007
2006
$000
$000









10,266
1,529
(2,783)
(364)

10,585

(319)






8,648 10,266
477
22
(199)

509
(32)
477
22
(199)

509
(32
300 477 300 477

18 TRADE AND OTHER PAYABLES (CURRENT)

Unsecured
Trade creditors
Other creditors
Employee benefits
CONSOLIDATED
2007
2006
$000
$000
31,249
33,283
2,203
5,837
3,256
1,711
36,708
40,831
THE COMPANY
2007
2006
$000
$000
786
1,795
108
37
324
256
1,218
2,088
THE COMPANY
2007
2006
$000
$000
786
1,795
108
37
324
256
1,218
2,088
2,088

– 339 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

19 INTEREST-BEARING LIABILITIES (CURRENT)

Secured
Bank loan
Finance leases
Other loans
CONSOLIDATED
2007
2006
$000
$000
10,250
16,600
7,182
5,801

10,347
17,432
32,748
THE COMPANY
2007
2006
$000
$000
3,500
16,600




3,500
16,600
THE COMPANY
2007
2006
$000
$000
3,500
16,600




3,500
16,600
16,600

20 INTEREST-BEARING LIABILITIES (NON-CURRENT)

Secured
Bank loan
Finance Leases
CONSOLIDATED
2007
2006
$000
$000
65,375
75,625
17,530
24,106
82,905
99,731
THE COMPANY
2007
2006
$000
$000
12,125
15,625


12,125
15,625
THE COMPANY
2007
2006
$000
$000
12,125
15,625


12,125
15,625
15,625

a) Terms & conditions relating to above financial instruments

  • i) Finance leases have lease terms ranging up to 5 years with some having the option to purchase the asset at completion of the lease term for the assets’ market value or contracted value. The effective interest rates implicit in the leases range from 6.9% to 13.4%. Lease liabilities are secured by charges over the leased assets. Certain leases also contain restrictions requiring notification to the lessors of any further finance leases entered into.

  • ii) At 30 June 2007 bank loans represent a number of facilities as detailed below.

– Multi-option facility agreement working capital facility

This is a revolving cash advance facility for working capital up to $27,400,000 and consists of a floating rate bill which at maturity can be rolled for 30, 60, 90, 120 or 180 days. Interest on the bill is charged at BBSY for the appropriate tenor plus a margin of 1.30% (2006: 1.80%), currently 7.84% (2006: 7.71%). At 30 June 2007 the drawn down amount was $Nil (2006: $13,100,000, classed as current).

Multi-option facility agreement – term debt facility

This is a loan for capital expenditure at the Minerva mine for $15,625,000 (2006: $19,125,000) and consists of a fixed bill rate in the amount of $13,794,000 (2006: $17,136,000) at a current interest rate of 7.30% (2006: 7.80%). The bill rolls quarterly with the rate fixed for the term of the loan. The facility also includes a floating rate bill of $1,831,000 (2006: $1,989,000) which at maturity can be rolled for 30, 60, 90, 120 or 180 days. Interest on the floating bill rate is charged at BBSY for the appropriate tenor plus a margin of 1.30% (2006: 1.80%), currently at 7.79% (2006: 7.83%). The term debt facility matures on 30 June 2010 and principal is repayable each quarter in the amount of $875,000. At 30 June 2007, the current portion of the loan is $3,500,000 (2006: $3,500,000) and the non-current portion of the loan is $12,125,000 (2006: $15,625,000).

– 340 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Ashton Underground – syndicated facility agreement

This facility is for the development of the Ashton underground project for $60,000,000 and consists of a floating rate bill which at maturity can be rolled for 30, 60, or 90 days. Interest on the floating rate bill is charged at BBSY for the appropriate tenor plus a margin of 0.80%, currently 7.22% (2006: 6.78%). The facility matures on 31 December 2011 and principal is repayable each quarter in varying amounts, commencing 31 December 2007. The draw down amounts were required to be held in a drawdown holding account (refer note 7) and prior to project completion, amounts released from the drawdown holding account totalling $60,000,000 (2006: $9,000,000) attract an additional interest margin of 0.95% per annum. After project completion, amounts released from the drawdown holding account attract an additional interest margin of 0.70% (2006: 0.70%) per annum. At 30 June 2007, the current portion of the loan is $6,750,000 (2006: $Nil) and the non-current portion is $53,250,000 (2006: $60,000,000).

  • iii) At 30 June 2006 other loans represented an access facilitation loan in which Minerva Mining Pty Ltd (formerly Sandhurst Mining Pty Ltd), as manager of the Minerva Joint Venture, agreed to pay Queensland Rail (QR) an access facilitation charge in return for QR facilitating ongoing access to and use of its railway for the railing of coal from the Minerva mine. The agreement had a term of 11 years from 1 January 2006 with the charge payable monthly in arrears. QR has exercised its option to call in the total amount owing after 12 months from the facility commissioning date of 1 January 2006.

b) Effective interest rate risk

Further information concerning the effective interest rate of interest bearing liabilities is set out in note 37.

c) Security

The above loans and other banking facilities are secured by first registered company charges (mortgage debentures), first registered mortgages, fixed and floating charges, deeds of cross charges, bank guarantees and scrip liens exist over all the assets of certain entities in the consolidated entity. The terms of the charges preclude the assets being sold or being used as security for further mortgages or charges without permission of the other holders.

– 341 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Financing facilities available

At the reporting date, the following financing facilities had been negotiated and were available:

Note
Total Facilities
Working capital facility
Term debt facility
Underground syndicated facility
Indemnity/guarantee facility
Lease finance facility
Facilities used at reporting date
Working capital facility
Term debt facility
Underground syndicated facility
Indemnity/guarantee facility
35
Lease finance facility
Facilities unused at reporting date
Working capital facility
Term debt facility
Underground syndicated facility
Indemnity/guarantee facility
Lease finance facility
CONSOLIDATED
2007
2006
$000
$000
27,400
27,400
15,625
19,125
60,000
60,000
27,000
37,000
24,712
29,907
154,737
173,432
CONSOLIDATED
2007
2006
$000
$000
27,400
27,400
15,625
19,125
60,000
60,000
27,000
37,000
24,712
29,907
154,737
173,432
THE COMPANY
2007
2006
$000
$000
27,400
27,400
15,625
19,125


27,000
37,000


70,025
83,525
THE COMPANY
2007
2006
$000
$000
27,400
27,400
15,625
19,125


27,000
37,000


70,025
83,525
83,525

15,625
60,000
18,311
24,712
13,100
19,125
60,000
17,839
29,907

15,625

16,499
13,100
19,125

13,209
118,648 139,971 32,124 45,434
27,400


8,689
14,300


19,161
27,400


10,501
14,300


23,791
36,089 33,461 37,901 38,091

21 PROVISIONS (CURRENT)

Rehabilitation CONSOLIDATED
2007
2006
$000
$000
1,121
1,967
1,121
1,967
THE COMPANY
2007
2006
$000
$000



THE COMPANY
2007
2006
$000
$000



– 342 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Provision for future rehabilitation of mine sites is made in accordance with note 1(s). The provision is expected to settle when the area disturbed is no longer in use or at the end of the life of the mine. The above amount represents those areas expected to be rehabilitated during the next 12 months.

CONSOLIDATED
2007
2006
$000
$000
Movements in provision for rehabilitation
Carrying amount at beginning of financial
year
1,967
1,756
Additional provision recognised
530
939
Amounts used
(41)
(585)
Transfers (refer note 23)
(1,256)

Amounts derecognised on disposal of
interest in joint ventures
(79)
(143)
Carrying amount at end of year
1,121
1,967
22
TRADE AND OTHER PAYABLES (NON-CURRENT)
CONSOLIDATED
2007
2006
$000
$000
Deferred Minerva payment
2,724
2,346
Unsecured loan – non-interest bearing
1,693
1,693
4,417
4,039
23
PROVISIONS (NON-CURRENT)
CONSOLIDATED
2007
2006
$000
$000
Employee benefits

78
Rehabilitation
5,481
3,220
5,481
3,298
THE COMPANY
2007
2006
$000
$000












THE COMPANY
2007
2006
$000
$000
2,724
2,346


2,724
2,346
THE COMPANY
2007
2006
$000
$000

78



78
THE COMPANY
2007
2006
$000
$000












THE COMPANY
2007
2006
$000
$000
2,724
2,346


2,724
2,346
THE COMPANY
2007
2006
$000
$000

78



78
78

– 343 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Rehabilitation

Provision for future rehabilitation of mine sites is made in accordance with note 1(s). The provision is expected to settle when the area disturbed is no longer in use or at the end of the life of the mine. The above amount represents those areas expected to be rehabilitated after 12 months or at the end of the life of the mine.

Movements in provision for
rehabilitation
Carrying amount at beginning of
financial year
Additional provision recognised
Amounts used
Amounts derecognised on disposal of
interest in joint ventures
Transfers (refer note 21)
Carrying amount at the end of the
year
24
ISSUED CAPITAL
CONSOLIDATED
2007
2006
$000
$000
3,220
1,906
1,148
1,993

(394)
(143)
(285)
1,256

5,481
3,220
THE COMPANY
2007
2006
$000
$000











THE COMPANY
2007
2006
$000
$000











a)
Share capital
Issued and fully paid up ordinary
shares, 196,155,038 (June 2006:
180,233,038)
Issued and fully paid up B class
shares, Nil (June 2006: 7,500,000)
CONSOLIDATED
2007
2006
$000
$000
444,378
420,133

15,525
444,378
435,658
THE COMPANY
2007
2006
$000
$000
444,378
420,133

15,525
444,378
435,658
THE COMPANY
2007
2006
$000
$000
444,378
420,133

15,525
444,378
435,658
435,658

– 344 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Notes
b)
Movements in shares on issue
ORDINARY SHARES
Beginning of the year

Options exercised during the
year 24d
Transfer from options reserve
on exercise of options
25b
Conversion of B class shares to
fully paid ordinary shares on
16 November 2006 (i)
24c
End of the year

B CLASS SHARES
Beginning of the year
Conversion of B class shares to
fully paid ordinary shares on
16 November 2006 (i)
24c
End of the year
2007
Number of
shares
$000
180,233,038
420,133
8,422,000
6,384

2,336
7,500,000
15,525
196,155,038
444,378
2007
Number of
shares
$000
180,233,038
420,133
8,422,000
6,384

2,336
7,500,000
15,525
196,155,038
444,378
2006
Number of
shares
$000
179,785,038
419,112
448,000
5

1,016


180,233,038
420,133
2006
Number of
shares
$000
179,785,038
419,112
448,000
5

1,016


180,233,038
420,133
420,133
7,500,000
(7,500,000)
15,525
(15,525)
7,500,000
15,525
7,500,000 15,525
  • (i) On 15 April 2005, 82,000,000 ordinary shares, 7,500,000 A class shares and 7,500,000 B class shares were issued as consideration in the acquisition of 100% of White Mining Limited. The value placed on the ordinary shares was the market price at the date of acquisition of $2.30 per share. The value of the A class shares and the B class shares were $2.16 and $2.07 respectively, based on an independent valuation.

c) Terms and conditions of issued capital

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle the holder to one vote either in person or by proxy, at a meeting of the company.

B Class shares

Until the B class shares converted to fully paid ordinary shares on 16 November 2006 they had no entitlement to participate in dividends, no voting rights, and were only entitled to participate in the capital of the company upon winding up to the extent of $0.01 per share. The B class shares converted to fully paid ordinary shares upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after 15 April 2005 exceeding the hurdle price of $3.50.

– 345 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Share-based payment arrangements

The following options over ordinary fully paid shares existed during 2007 for the company and the consolidated entity.

Grant date
Expiry date
Exercise
price
19 November 2001
7 December
2008 (i)
$ 5.20
8 October 2003
8 October 2008
(ii)
$ 0.85
11 November 2004
30 June 2007
(iii)
$ 0.01
11 November 2004
30 June 2008
(iii)
$ 0.01
13 December 2005
12 December
2009 (iv)
$0.001
11 December 2006
10 December
2010 (v)
$0.001
TOTAL
Weighted average exercise price
Weighted average share price for options exercised
during the year
Weighted average remaining contractual life for
options outstanding
Balance
at the
beginning
of the
year 1
July 2006
No.
30,000
7,500,000
832,000
70,000
300,000

8,732,000
$ 0.75
Granted
during
the year
No.





100,000
100,000
$ 0.001
Exercised
during
the year
No.

(7,500,000)
(832,000)
(70,000)
(20,000)

(8,422,000)
$ 0.76
$ 4.99
Forfeited
or expired
during
the year
No.




(80,000)

(80,000)
$ 0.001
Balance
at the end
of the
financial
year 30
June 2007
Exercisable
at the end
of the
year 30
June 2007
No.
No.
30,000
30,000






200,000
90,000
100,000

330,000
120,000
$ 0.47
$ 1.30
2.20 years
Balance
at the end
of the
financial
year 30
June 2007
Exercisable
at the end
of the
year 30
June 2007
No.
No.
30,000
30,000






200,000
90,000
100,000

330,000
120,000
$ 0.47
$ 1.30
2.20 years
120,000
$ 1.30

The following options over ordinary fully paid shares existed during 2006 for the company and the consolidated entity.

Grant date
Expiry date
Exercise
price
19 November 2001
7 December
2008 (i)
$ 5.20
8 October 2003
8 October 2008
(ii)
$ 0.85
11 November 2004
30 June 2007
(iii)
$ 0.01
11 November 2004
30 June 2008
(iii)
$ 0.01
13 December 2005
12 December
2009 (iv)
$0.001
TOTAL
Weighted average exercise price
Weighted average share price for options exercised
during the year
Weighted average remaining contractual life for
options outstanding
Balance
at the
beginning
of the
year 1
July 2005
No.
30,000
7,500,000
1,280,000
70,000

8,880,000
$ 0.74
Granted
during
the year
No.




300,000
300,000
$ 0.001
Exercised
during
the year
No.


(448,000)


(448,000)
$ 0.01
$ 2.56
Forfeited
or expired
during
the year
No.






Balance
at the end
of the
financial
year 30
June 2006
Exercisable
at the end
of the
year 30
June 2006
No.
No.
30,000

7,500,000
7,500,000
832,000

70,000

300,000
60,000
8,732,000
7,560,000
$ 0.75
$ 0.82
2.16 years
Balance
at the end
of the
financial
year 30
June 2006
Exercisable
at the end
of the
year 30
June 2006
No.
No.
30,000

7,500,000
7,500,000
832,000

70,000

300,000
60,000
8,732,000
7,560,000
$ 0.75
$ 0.82
2.16 years
7,560,000
$ 0.82

– 346 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (i) Options exercisable upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after the grant date exceeding the hurdle price of $5.20. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights.

  • (ii) 15,000,000 options were issued as part consideration in the purchase of Yarrabee Coal Company Pty Ltd. The options were exercisable upon the weighted average share price of ordinary shares in Felix measured over 10 consecutive trading days of the ASX after the grant date exceeding the hurdle price of $0.85. Options carry no dividend or voting rights and are non-transferable.

  • (iii) Grants of options during 2005 were approved by shareholders at the Annual General Meeting for 2004 held on 11 November 2004. The options were granted to certain Directors and other key management personnel. Options were granted for no cash consideration and are exercisable anytime from immediately upon the performance hurdle being met until the expiry date. Options carry no dividend or voting rights and are non-transferable.

  • (iv) Options granted under the Felix Resources Operations General Managers’ Equity Participation Plan. 60,000 options vest immediately, 75,000 on 13 December 2006 and 2007, and 90,000 on 13 December 2008. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager ceases to be a General Manager. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $1.73 at grant date was determined using a binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

  • The model inputs for options granted during 2006 included:

  • (a) grant date 13 December 2005

  • (b) weighted average share price at grant date $1.91

  • (c) exercise price $0.001

  • (d) expected volatility 55%

  • (e) expiry date 12 December 2009

  • (f) expected dividends 2.50%

  • (g) risk-free interest rate 5.18%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

  • (v) Options granted under the Felix Resources Operations General Managers’ Equity Participation Plan. 25,000 options vest on 11 December 2007, 35,000 on 11 December 2008, and 40,000 on 11 December 2009. The options are exercisable at any time from their vesting date until the expiry date or six months after the General Manager ceases to be a General Manager. The options cannot be transferred, will not be quoted on the ASX and do not carry voting or dividend rights. The weighted average fair value of $4.00 at grant date was determined using a binomial option pricing model which takes into account the exercise price, the life of the option, the current price of the underlying instrument, the expected volatility of the underlying instrument, the expected dividend yield, and the risk-free interest rate for the life of the option.

– 347 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

The model inputs for options granted during 2007 included:

  • (a) grant date 11 December 2006

  • (b) weighted average share price at grant date $4.16

  • (c) exercise price $0.001

  • (d) expected volatility 43%

  • (e) expiry date 10 December 2010

  • (f) expected dividends 1.00%

  • (g) risk-free interest rate 5.86%

The expected price volatility is based on an independent advisor’s report on historic volatility adjusted for any expected changes to future volatility due to publicly available information.

  • (vi) Forfeited or expired options were those granted under the Felix Resources Operations General Managers’ Equity Participation Plan which have lapsed as they were not exercised by a previous General Manager within six months of leaving the employment of Felix Resources Limited.

Total expenses arising from share-based payment transactions recognised during the year as part of employee benefits expense were as follows:

Options granted CONSOLIDATED
2007
2006
$000
$000
593
1,788
THE COMPANY
2007
2006
$000
$000
593
1,788

25 RESERVES & ACCUMULATED LOSSES

a) Composition of reserves

Options reserve
Capital profits
Foreign currency
translation
Hedging reserve
CONSOLIDATED
2007
2006
$000
$000
399
2,142
4,285
4,285
424
424
1,573
3,961
6,681
10,812
THE COMPANY
2007
2006
$000
$000
399
2,142
4,285
4,285


1,422
3,961
6,106
10,388
THE COMPANY
2007
2006
$000
$000
399
2,142
4,285
4,285


1,422
3,961
6,106
10,388
10,388

– 348 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

b) Movements in reserves

Note
Options reserve
Balance at beginning of
year
Non-cash share-based
payments expense
Options exercised, transfer
to share capital
24b
Balance at end of year
Capital profits
Balance at beginning of
year
Balance at end of year
Foreign currency
translation
Balance at beginning of
year
Translation of assets &
liabilities of foreign
operations
Balance at end of year
Hedging reserve
Balance at beginning of
year
Adjustments on adoption of
AASB 132 and AASB 139,
net of tax
Gains recognised
Transferred to profit
Deferred and current tax
Balance at end of year
CONSOLIDATED
2007
2006
$000
$000
2,142
1,370
593
1,788
(2,336)
(1,016)
399
2,142
CONSOLIDATED
2007
2006
$000
$000
2,142
1,370
593
1,788
(2,336)
(1,016)
399
2,142
THE COMPANY
2007
2006
$000
$000
2,142
1,370
593
1,788
(2,336)
(1,016)
399
2,142
4,285
4,285
4,285
4,285






3,961


6,661
2,440
262
(6,067)
(4,119)
1,088
1,157
1,422
3,961
THE COMPANY
2007
2006
$000
$000
2,142
1,370
593
1,788
(2,336)
(1,016)
399
2,142
4,285
4,285
4,285
4,285






3,961


6,661
2,440
262
(6,067)
(4,119)
1,088
1,157
1,422
3,961
4,285 4,285 4,285 4,285
4,285 4,285 4,285
424
424


424 424
3,961

2,656
(6,067)
1,023

9,210
262
(7,761)
2,250
3,961

2,440
(6,067)
1,088

6,661
262
(4,119
1,157
1,573 3,961 1,422

c) Nature and purpose of reserves

Options reserve

The options reserve is used to recognise the fair value of options issued but not exercised. The options comprising this reserve are those issued as consideration for the purchase of Yarrabee Coal Company Pty Ltd, along with Director, key management personnel and employee share-based payment options.

– 349 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Capital profits

The capital profits reserve was used to record non-trading capital profits. The reserve has not changed in a number of years.

Foreign currency translation

Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1v. The reserve is recognised in profit and loss when the net investments are disposed of.

Hedging reserve

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge which are recognised directly in equity, as described in note 1w. Amounts are recognised in the income statement when the associated hedged transaction affects the income statement.

d) Accumulated losses

Accumulated losses at the
beginning of the year (i)
& (ii)
Profit attributable to
members of Felix
Resources Limited (ii)
Dividends paid
Balance at the end of the
year
CONSOLIDATED
2007
2006
$000
$000
(91,936)
(118,524)
46,957
30,103
(7,210)
(3,515)
(52,189)
(91,936)
THE COMPANY
2007
2006
$000
$000
(115,746)
(120,749)
23,002
8,518
(7,210)
(3,515)
(99,954)
(115,746)
  • (i) The correction of a mis-allocation of minority interest losses in the previous financial year is detailed below.

AASB 127 Consolidated and Separate Financial Statements requires that losses applicable to the minority interest in a consolidated subsidiary be allocated against the majority except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. On adoption of Australian equivalents to International Financial Reporting Standards in the previous financial year, the allocation of losses incorrectly included the reserves for one particular subsidiary.

This had the effect of understating consolidated accumulated losses by $1,781,000 and outside equity interest in controlled entities by $1,781,000 as at 1 July 2005.

This has been corrected by restating each of the affected financial line items for the prior year, as described above.

  • (ii) The correction of an omission in recording share-based payment expense in the previous financial year is detailed below.

The share-based payment expense relating to options for general managers was omitted from the parent company profit for the year ended 30 June 2006. This had the effect of understating the parent company option reserve by $238,000 and the parent company accumulated losses by $238,000 as at 30 June 2006. This also had the effect of overstating the parent company profit before income tax and after income tax by $238,000 for the year ended 30 June 2006.

– 350 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

This omission has been corrected by restating each of the affected financial line items for the prior year, as described above.

26 MINORITY INTEREST

Interest in:
Issued capital
Accumulated losses
Reserves
CONSOLIDATED
2007
2006
$000
$000
961
961
(759)
(961)
3,127
1,781
3,329
1,781
CONSOLIDATED
2007
2006
$000
$000
961
961
(759)
(961)
3,127
1,781
3,329
1,781
1,781

27 EARNINGS PER SHARE

a) Reconciliation of earnings used in calculating earnings per share

Profit after income tax
Profit attributable to minority interest
Profit attributable to the ordinary equity holders of Felix Resources
Limited used in calculating basic and diluted earnings per share
b)
Weighted average number of shares used in calculating earnings per
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options
Weighted average number of ordinary shares and potential ordinary
shares used as the denominator in calculating diluted earnings per
share
c)
The following potential ordinary shares are not dilutive and are
therefore excluded from the weighted average number of
ordinary shares used in the calculation of diluted earnings per
share
B Class shares
Options
d)
Weighted average number of converted, lapsed or cancelled
potential ordinary shares included in the calculation of diluted
earnings per share
Options converted
CONSOLIDATED
2007
2006
$000
$000
47,159
30,103
(202)

46,957
30,103
share
CONSOLIDATED
2007
2006
No. of
shares
No. of
shares
186,380,197
180,203,580
203,905
4,915,409
186,584,102
185,118,989
CONSOLIDATED
2007
2006
$000
$000
47,159
30,103
(202)

46,957
30,103
share
CONSOLIDATED
2007
2006
No. of
shares
No. of
shares
186,380,197
180,203,580
203,905
4,915,409
186,584,102
185,118,989
185,118,989

30,000
7,500,000
932,000
30,000
16,040
8,432,000
29,329

For terms and conditions relating to the above potential ordinary shares, refer to note 24.

– 351 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

28 CASH FLOW STATEMENTS

a) Reconciliation of the profit after income tax to the net cash flows from continuing operations

Profit after income tax
Dividends received
Depreciation of non-current assets
Amortisation of leased assets
Amortisation of mining tenements
Amortisation of exploration
Amortisation of other intangible
assets
Amortisation of Minerva deferred
purchase consideration
Net (gain)/loss on disposal of
property, plant & equipment
Net (gain) on disposal of
available-for-sale
financial assets
Net (gain)/loss on disposal of 28.7%
of Minerva & Athena Joint
Ventures
Net (gain) on disposal of 25% of
Ashton Joint Venture
Net (gain) on disposal of 10% of
Moolarben Coal Project
Non-cash foreign currency (gains)
transferred to profit for the year
Share-based payments expense
Share of net losses/(profits) of
associates accounted for using the
equity method
Provision for write-down on
advances to controlled entities
Changes in assets and liabilities, net
of effects from disposal of
interests in joint ventures and
projects (refer note 2c)
Decrease/(increase) in trade & other
receivables
(Increase)/decrease in prepayments
(Increase) in overburden in advance
(Increase) in inventory
Decrease in tax assets
Decrease in development assets
(Increase) in deferred tax assets
(Decrease)/increase in trade and
other creditors
Increase/(decrease) in employee
benefits
Increase in rehabilitation provision
Increase/(decrease) in tax provision
Increase/(decrease) in deferred tax
liability
Net cash inflow/(outflow) from
operating activities
CONSOLIDATED
2007
2006
$000
$000
47,159
30,103


7,087
4,675
6,367
3,466
3,202
2,392
250
498
563
351
378
153
(13)
116
(1,136)
(71)
(28,208)


(4,270)
(17,956)

(1,032)
(7,761)
593
1,788
713
(1,533)


22,203
(7,639)
(820)
2,044
(15,044)
(11,980)
(3,755)
(7,562)

4,308
1,075
401
(20,605)
(42,964)
(4,920)
9,184
1,467
711
1,637
1,953
56
(400)
22,124
45,273
21,385
23,236
THE COMPANY
2007
2006
$000
$000
23,002
8,518
(7,210)
(3,222)
153
103






199
32
378
153
(21)


(71)
79





(968)
(4,118)
593
1,788


(1,843)
(334)
(2,212)
(629)
12
85








(11,878)
(2,938)
(905)
313
(10)
13



(507)
(725)
505
(1,356)
(309)

– 352 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

b) Reconciliation of cash

Cash balance comprises:
Cash at bank
Short-term deposits
Closing cash balance
CONSOLIDATED
2007
2006
$000
$000
11,495
9,874
5,965
69,493
17,460
79,367
THE COMPANY
2007
2006
$000
$000
4,777
2,684
5,501
13,014
10,278
15,698
THE COMPANY
2007
2006
$000
$000
4,777
2,684
5,501
13,014
10,278
15,698
15,698

c) Disposal of 28.7% interest in Minerva & Athena Joint Ventures

Effective 1 July 2006 the consolidated entity disposed of 21.4% of its interest in the Minerva and Athena Joint Ventures. This transaction decreased Felix’s interest in the joint ventures from 70% to 55%. Effective 1 October 2006 the consolidated entity disposed of 7.3% of its interest in the Minerva and Athena Joint Ventures. This transaction decreased Felix’s interest in the joint ventures from 55% to 51%. The disposal details are:

Consideration:
Cash received
Net asset of the Minerva & Athena
Joint Ventures disposed:
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Non-current other financial
assets
Property, plant & equipment
Intangible assets
Trade and other payables
Interest bearing liabilities
Provision
Carrying amount of net assets
disposed
Gain on disposal before tax
2c
Net cash effect:
Cash included in the net assets
disposed
Cash consideration
Cash inflow
CONSOLIDATED
2007
2006
$000
$000
42,100
CONSOLIDATED
2007
2006
$000
$000
42,100
THE COMPANY
2007
2006
$000
$000
1,267
THE COMPANY
2007
2006
$000
$000
1,267
579
277
722
3,777
1,346
13,024
2,784
(2,906)
(5,489)
(222)
13,892














1,346





1,346









28,208 (79)
(579)
42,100


1,267

41,521 1,267

– 353 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

d) Disposal of 10% interest in Moolarben Coal Project

Effective 30 June 2007 the consolidated entity disposed of 10% of its interest in the Moolarben Coal Project. The disposal details for the first tranche of this disposal are (refer note 38b) :

Note
Consideration:
Cash receivable
Net assets of the Moolarben Coal
Project disposed:
Exploration & evaluation assets
Freehold land & buildings
Carrying amount of assets
disposed
Gain on disposal before tax
2c
CONSOLIDATED
2007
2006
$000
$000
20,000

1,139

905

2,044

17,956
THE COMPANY
2007
2006
$000
$000









THE COMPANY
2007
2006
$000
$000










The cash receivable of $20,000,000 is shown as a receivable from Sojitz Moolarben Resources Pty Limited (refer note 8) .

– 354 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

e) Disposal of 25% interest in Ashton Coal Joint Venture to IMC Austral

Effective 1 July 2005 the consolidated entity disposed of 25% of its interest in the Ashton Coal Joint Venture. The disposal details are:

Note
Consideration:
Cash received
Net assets of the Ashton Joint
Venture disposed:
Cash and cash equivalents
Trade and other receivables
Inventory
Prepayments
Investments in associates
WDV of property, plant &
equipment
Exploration and evaluation
assets
Mining tenements
Trade and other creditors
Leases and equipment loans
Provisions
Carrying amount of net assets
disposed
Gain on disposal before tax
2c
Net cash effect:
Cash included in the net assets
disposed
Cash consideration
Cash inflow
CONSOLIDATED
2007
2006
$000
$000

29,838
CONSOLIDATED
2007
2006
$000
$000

29,838
THE COMPANY
2007
2006
$000
$000

THE COMPANY
2007
2006
$000
$000












374
1,707
638
53
1,111
10,776
877
17,849
(2,047)
(5,188)
(582)
25,568





















4,270

(374)
29,838


29,464

f) Non-cash financing and investing activities

Finance lease transactions

During the year the consolidated entity acquired plant and equipment with an aggregate fair value of $3,860,000 (2006: $11,301,000) by means of finance leases. These acquisitions are not included in the Cash Flow Statements.

Other non-cash financing transactions

During the year the consolidated entity also acquired rail access rights with a fair value of $869,000 (2006: $10,585,000) by means of an access facilitation loan with Queensland Rail. These acquisitions are not included in the Cash Flow Statements. Refer note 20(a) (iii) for details regarding the loan.

– 355 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

29 JOINT VENTURES

a) Interest in Joint Venture Operations

A controlled entity, Yarrabee Coal Company Pty Ltd, has a 50% interest in the output of Boonal Joint Venture whose principal activity is the provision of a coal haul road and train load out facilities.

A controlled entity, Proserpina Coal Pty Ltd, has a 51% (2006: 70%) interest in the output of the Minerva Joint Venture whose principal activity is the development and operation of an open cut coal mine.

A controlled entity, White Mining (NSW) Pty Limited, has a 60% interest in the output of the Ashton Joint Venture whose principal activity is the development and operation of open cut and underground coal mines.

A controlled entity, Moolarben Coal Mines Pty Limited, has a 90% interest in the output of the Moolarben Coal Joint Venture whose principal activity will be the development and operation of open cut and underground coal mines (refer note 38b) .

The consolidated entity’s interest in the assets employed in the joint ventures are included in the consolidated balance sheet, in accordance with accounting policy note 1j under the following classifications:

CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
NON-CURRENT ASSETS
Trade and other receivables
Property, plant & equipment
Exploration and evaluation assets
Intangible assets
Total non-current assets
SHARE OF ASSETS EMPLOYED IN JOINT VENTURE
OPERATIONS
CONSOLIDATED
2007
2006
$000
$000
867
4,019
3,576
4,627
10,384
5,365
20,918
16,845
CONSOLIDATED
2007
2006
$000
$000
867
4,019
3,576
4,627
10,384
5,365
20,918
16,845
35,745
5,371
175,451
12,588
220,377
413,787
30,856
4,438
111,360
2,351
62,275
180,424
449,532 211,280

– 356 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

30 EXPENDITURE COMMITMENTS

a) Capital expenditure commitments

Estimated capital expenditure contracted for at reporting date, but not provided for:

i)
Plant and equipment
not later than one year share
of joint venture
other
ii)
Underground development
not later than one year share
of joint ventures
iii)
Mine development
not later than one year share
of joint venture
b)
Lease expenditure commitments
i)
Operating leases
(non-cancellable)
Minimum lease payments not
later than one year
later than one year and not
later than five years
Aggregate lease expenditure
contracted for at balance
date
CONSOLIDATED
2007
2006
$000
$000
756
2,730
67
CONSOLIDATED
2007
2006
$000
$000
756
2,730
67
THE COMPANY
2007
2006
$000
$000



THE COMPANY
2007
2006
$000
$000



421
1,006
31,868

1,352
2,027
3,379
1,119
2,664
3,783
92

92

Operating leases have remaining lease terms ranging from six months to five years. Items that are subject to operating leases include mining equipment, office space and small items of office equipment. The consolidated entity does not have the option to purchase the leased assets at the expiry of the lease period.

– 357 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

ii)
Finance leases
Consolidated
not later than one year
later than one year and not later than
five years
Total minimum lease payments
Less future finance charges
Present value of minimum lease
payments
The Company
not later than one year
later than one year and not later than
five years
Total minimum lease payments
Less future finance charges
Present value of minimum lease
payments
Finance leases are included in the
financial statements as:
current lease liability
non-current lease liability
2007
Minimum
lease
payments
$000
9,261
19,470
28,731
(4,019)
2007
Present
value of
lease
$000
7,182
17,530
24,712
2006
Minimum
lease
payments
$000
8,499
28,297
36,796
(6,889)
2006
Present
value of
lease
$000
5,801
24,106
29,907
24,712



24,712



29,907



29,907




CONSOLIDATED
2007
2006
$000
$000
7,182
5,801
17,530
24,106
24,712
29,907


THE COMPANY
2007
2006
$000
$000





Finance leases relate to mining vehicles and machinery with lease terms between 3 and 5 years. These leases have terms of renewal at the discretion of the specific entity that holds the lease with some purchase options but no escalation clauses. The leases are subject to review of financial covenant ratios on a quarterly basis and contain restrictions on further indebtedness for one particular lease.

– 358 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

31 KEY MANAGEMENT PERSONNEL

a) Directors

The following persons were Directors of Felix Resources Limited during the year ended 30 June

Name

Position

Chairman (non-executive) (appointed 2 April 2007) Deputy Chairman (non-executive) (to 1 April 2007)

Travers Duncan Chairman (non-executive) (appointed 2 April 2007) Deputy Chairman (non-executive) (to 1 April 2007) Brian Flannery Managing Director (appointed 20 March 2006) Executive Director (to 19 March 2006) John Kinghorn Director (non-executive) (appointed 1 September 2005) Ian McCauley Chairman (non-executive) (resigned 21 March 2007) John Rawlins Director (non-executive) (resigned 21 March 2007) Anthony McLellan Director (non-executive) (resigned 25 June 2007)

b) Other key management personnel

The following persons also had authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, during the year ended 30 June 2007.

Name Position Employer
Mark McCauley Chief Financial Officer, General Manager Felix Resources Limited
Strategic Development and Co-Company
Secretary (resigned 28 February 2007)
David Knappick Chief Financial Officer (appointed 28 February Felix Resources Limited
2007, formerly a finance consultant to the
group)
Joseph Butta General Manager Marketing (appointed 14 Felix Resources Limited
January 2005)
Kylie Anderson Co-Company Secretary (resigned 17 October Felix Resources Limited
2006 and remained as a finance consultant
until 28 February 2007)

c) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payment
CONSOLIDATED
2007
2006
$
$
1,613,223
1,951,283
107,500
221,281



433,300
397,804
1,550,471
2,118,527
4,156,335
THE COMPANY
2007
2006
$
$
1,613,223
1,951,283
107,500
221,281



433,300
397,804
1,550,471
2,118,527
4,156,335
THE COMPANY
2007
2006
$
$
1,613,223
1,951,283
107,500
221,281



433,300
397,804
1,550,471
2,118,527
4,156,335
4,156,335

– 359 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Further details regarding the compensation of key management personnel, including Directors, can be found in the Remuneration Report within the Directors Report.

d) Option holdings

The number of options over ordinary shares in the company held during the financial year by Directors of the company or other key management personnel of the consolidated entity, including their related parties, are set out below.

2007
Directors
Ian McCauley (1)
John Rawlins (1)
Anthony McLellan
Other key
management
personnel
Mark McCauley
Total
2006
Directors
Ian McCauley
John Rawlins
Jon Parker (2)
Anthony McLellan
Other key
management
personnel
Mark McCauley
Total
Balance at
beginning
of year 1
July 2006
Granted as
remuneration
3,750,000

3,750,000

70,000

312,000

7,882,000

Balance at
beginning
of year 1
July 2005
Granted as
remuneration
3,750,000

3,750,000

830,000

70,000

480,000

8,880,000
Options
exercised
(3,750,000)
(3,750,000)
(70,000)
(312,000)
(7,882,000)
Options
exercised


(280,000)

(168,000)
(448,000)
Balance at
end of
year 30
June 2007





Balance at
end of
year 30
June 2006
3,750,000
3,750,000
550,000
70,000
312,000
8,432,000
Vested at 30 June 2007
Total
Not
exercisable
Exercisable















Vested at 30 June 2006
Total
Not
exercisable
Exercisable
3,750,000

3,750,000
3,750,000

3,750,000









7,500,000

7,500,000
Vested at 30 June 2007
Total
Not
exercisable
Exercisable















Vested at 30 June 2006
Total
Not
exercisable
Exercisable
3,750,000

3,750,000
3,750,000

3,750,000









7,500,000

7,500,000
7,500,000

(1) Resigned 21 March 2007. Options were under contract on that date and were exercised on 14 May 2007 following FIRB approval.

(2) Option holding at resignation date, 20 March 2006.

– 360 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

e) Shareholdings

The numbers of shares in the company held during the financial year by Directors of the company and other key management personnel of the consolidated entity, including their related parties, are set out below.

2007
Directors
Ian McCauley (1)
John Rawlins (1)
Anthony McLellan
Brian Flannery (6)
Travers Duncan (6)
Other key management
personnel
Mark McCauley (7)
David Knappick (6)
Joseph Butta (6)
Total
2006
Directors
Ian McCauley
John Rawlins
Jon Parker (5)
Anthony McLellan
Brian Flannery (2)
Travers Duncan (2)
Other key management
personnel
Mark McCauley
David Knappick (3)
Joseph Butta (4)
Total
Balance at
beginning
of year 1
July 2006
15,193,050
15,082,586

27,200,000
27,698,706
168,000
13,425,000
8,950,000
107,717,342
Balance at
beginning
of year 1
July 2005
15,193,050
15,082,586
560,000
60,000
26,850,000
26,850,000

13,425,000
8,950,000
106,970,636
Granted as
remuneration









Granted as
remuneration









Options
exercised
3,750,000
3,750,000
70,000


312,000


7,882,000
Options
exercised


280,000



168,000


448,000
Net change
other
(18,943,050)
(18,832,586)
(70,000)
2,250,000
2,250,000

1,125,000
750,000
(31,470,636)
Net change
other


40,000
(60,000)
350,000
848,706



1,178,706
Balance at
end of year
30 June
2007



29,450,000
29,948,706
480,000
14,550,000
9,700,000
84,128,706
Balance at
end of year
30 June
2006
15,193,050
15,082,586
880,000

27,200,000
27,698,706
168,000
13,425,000
8,950,000
108,597,342
Held
nominally
30 June
2007







Held
nominally
30 June
2006






168,000

168,000

(1) Shareholdings at resignation date, 21 March 2007. Options and shareholdings were under contract on that date and were exercised/sold on 14 May 2007 following FIRB approval.

(2) Each amount includes 2,250,000 B class shares.

(3) Includes 1,125,000 B class shares.

(4) Includes 750,000 B class shares.

  • (5) Shareholdings at resignation date 20 March 2006.

– 361 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

  • (6) Net change other relates to the conversion of B class shares to ordinary shares on 16 November 2006.

  • (7) Shareholding at date of resignation, 28 February 2007.

The rights attaching to B class shares are detailed in Note 24.

Aggregate proceeds received from
Directors and other key management
personnel on the exercise of options and
recognised as issued capital
Fair value of shares issued to Directors and
other key management personnel on the
exercise of options as at their issue date
AUDITORS’ REMUNERATION
Amounts paid or payable to BDO Kendalls
for:
an audit or review of the financial report of
any entity in the consolidated entity
non-audit services in relation to any entity
in the consolidated entity
tax consulting
tax compliance
assurance related
Amounts paid or payable to a related
practice of BDO Kendalls for:
an audit or review of the financial report of
any entity in the consolidated entity
non-audit services in relation to any entity
in the consolidated entity
tax compliance
Amounts paid or payable to auditors other
than BDO Kendalls for:
an audit or review of the financial report of
subsidiary entities
CONSOLIDATED
2007
2006
$
$
6,384,020
4,480
CONSOLIDATED
2007
2006
$
$
6,384,020
4,480
THE COMPANY
2007
2006
$
$
6,384,020
4,480
THE COMPANY
2007
2006
$
$
6,384,020
4,480
42,010,760 1,146,880 42,010,760 1,146,880
CONSOLIDATED
2007
2006
$
$
352,939
169,572
50,211
198,326
145,438
194,615

3,800

5,297

2,335

3,199
548,588
577,144
THE COMPANY
2007
2006
$
$
239,500
166,572
50,211
183,836
145,438
190,040

3,800

5,297

2,335


435,149
551,880
551,880

32 AUDITORS’ REMUNERATION

– 362 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

33 RELATED PARTY TRANSACTIONS, EXCLUDING DIRECTORS & OTHER KEY MANAGEMENT PERSONNEL

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

1) Parent entity and subsidiaries

The ultimate parent entity in the consolidated entity is Felix Resources Limited.

The consolidated entity consists of Felix Resources Limited and its controlled entities, the ownership interests of which are set out in note 6.

Transactions between Felix Resources Limited and other entities in the consolidated entity during the years ended 30 June 2007 and 2006 consisted of:

  • a) loans advanced by Felix Resources Limited

  • b) loans repaid to Felix Resources Limited

  • c) the payment of interest on the above loans

  • d) the payment of dividends to Felix Resources Limited

  • e) the provision of administration, accounting, management, marketing and hire services by Felix Resources Limited and other entities in the consolidated entity, and

  • f) transactions between Felix Resources Limited and its Australian controlled entities under the tax sharing agreement described in note 4.

2) Associates and joint ventures

Associated entities are set out in note 13 and joint ventures in which the consolidated entity is a venturer are set out in note 29.

Transactions with associates and joint ventures during the years ended 30 June 2007 and 2006 consisted of:

  • a) loans advanced by Felix Resources Limited, subsidiaries or joint ventures to associated entities

  • b) loans repaid to Felix Resources Limited, subsidiaries or joint ventures from associated entities

  • c) sales of coal by a subsidiary to an associated entity under terms and conditions specified in the Ashton Coal Joint Venture Agreement

  • d) payments by a joint venture to an associated entity under terms and conditions specified in the BOOT contract between Ashton Coal Operations Pty Limited and Australian Coal Processing Pty Ltd

  • e) the provision of administration, accounting, marketing, management and hire services by Felix Resources Limited or subsidiaries to associated entities and joint ventures

  • f) sale of excavator by Felix Resources Limited to a joint venture

  • g) purchase of coal by a joint venture from a subsidiary.

– 363 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

3) Transactions with related parties

The following transactions occurred with related parties:

CONSOLIDATED CONSOLIDATED THE COMPANY THE COMPANY
2007 2006 2007 2006
$ $ $ $
Sales of goods and services
Sales of coal to associated entities 70,525,723 56,505,621
Sales of management and marketing
services to controlled entities 1,152,000 1,136,100
Sales of marketing services to
associated entities 220,800 8,320 552,000 20,800
Sales of management and marketing
services to joint ventures 1,616,484 1,262,076 1,533,600 1,394,400
Sale of excavator to joint venture 100,000 250,000
Purchase of goods and services
Purchase of coal preparation and
handling services by joint ventures
from associated entities 4,631,222
Purchase of coal by Minerva Joint
Venture from Yarrabee Coal
Company Pty Ltd 2,690,899
Dividend Revenue
Dividends received from subsidiaries 7,210,000 3,222,000
Doubtful debt expense
Write-down of receivables from
subsidiary
Reversal of write-down of
receivables from subsidiary (1,849,459) (414,480)

– 364 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

4) Outstanding balances arising from transactions with related parties

Balances outstanding at the reporting date to related parties are unsecured and subordinate to other liabilities. Balances outstanding at the reporting date from related parties are also unsecured, non-interest bearing and repayable on demand.

The following balances are outstanding at the reporting date in relation to transactions with related parties.

CONSOLIDATED CONSOLIDATED THE COMPANY THE COMPANY
2007 2006 2007 2006
$ $ $ $
Current receivables
Advances to controlled entities
Receivable from Minerva Coal Pty Ltd
being an unsecured non-interest bearing
loan 3,228,831 3,228,831
Advance to Minerva Coal Pty Ltd 82,225 86,000
Advances to 100% owned subsidiaries 65,480,914 68,704,457
Trade Debtors
Receivable from Ashton Coal
Mines Limited 549,540 5,841,916
Receivable from controlled entities
Receivables from 100% owned
subsidiaries under tax sharing
agreement 10,503,925 8,494,134
Non-current receivables
Advances to controlled entities
Receivable from Minerva Coal Pty Ltd
being an unsecured, non-interest
bearing loan 748,285 748,285
Receivable from SASE Pty Ltd being an
unsecured, non-interest bearing loan 31,272,311 33,121,770
Less: accumulated impairment losses (31,272,311) (33,121,770)
Receivable from 100% owned subsidiaries 50,524,000 50,517,380
Less: accumulated impairment losses (30,524,000) (30,517,380)
Advances to associated entities
Receivable from Ashton Coal Mines
Limited being an unsecured,
non-interest bearing loan 5,378,938 4,515,916
Current Payables
Trade Creditors
Payable by Ashton Coal Operations Pty
Limited, as operator of the Ashton Joint
Venture, to Australian Coal Processing
Pty Ltd 58,608 968,719

– 365 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

34 TRANSACTIONS WITH DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL

Transactions with Directors of the company and other key management personnel, including their related parties, are on commercial terms and conditions no more favourable than those available to other parties under similar circumstances unless otherwise stated.

1) Transactions

Profit after tax includes the following items of expenses that resulted from transactions with Directors of the company and other key management personnel, including their related parties.

Payment to Aedion Pty Ltd from Yarrabee
Coal Company Pty Ltd for
accommodation. Mr. J. Rawlins is a
Director of Aedion Pty Ltd
Payments to Rawmac Pastoral Pty Ltd for
access licence fees. Rawmac Pastoral Pty
Ltd is controlled by Mr. I. McCauley and
Mr. J. Rawlins
Payments to Coalroc Contractors Pty Ltd by
Ashton Coal Operations Pty Limited as
operator of the Ashton Joint Venture for
mining contracting and equipment hire.
Mr. T. Duncan, Mr. B. Flannery, Mr. D.
Knappick and Mr. J. Butta are the
majority shareholders in Coalroc
Contractors Pty Ltd
Payments to Coalroc Contractors Pty Ltd by
Australian Coal Processing Pty Ltd for
trade services
Payments to Coalroc Contractors Pty Ltd by
UCC Energy Pty Limited for trade
services
Payments to Coalroc Contractors Pty Ltd by
Ashton Coal Operations Pty Limited as
operator of the Ashton Joint Venture for
interest on finance leases
Payments to Yunaga Mine Services Pty Ltd
by Ashton Coal Operations Pty Limited,
as operator of the Ashton Joint Venture
for trade services. Coalroc Contractors Pty
Ltd owns 50% of the share capital of
Yunaga Mine Services Pty Ltd
Payment to Yunaga Mine Services Pty Ltd
by Australian Coal Processing Pty Ltd for
trade services
Payment to Yunaga Mine Services Pty Ltd
by Ashton Coal Mines Limited for trade
services
Payments to Yunaga Mine Services Pty Ltd
by UCC Energy Pty Limited for trade
services
Total recognised as expenses
CONSOLIDATED
2007
2006
$
$
7,800
29,467
6,000
6,000
1,135,004
255,803
1,264
141,322
1,040

158,759

697,347
587,215
1,168
22,123
18,210


3,614
CONSOLIDATED
2007
2006
$
$
7,800
29,467
6,000
6,000
1,135,004
255,803
1,264
141,322
1,040

158,759

697,347
587,215
1,168
22,123
18,210


3,614
THE COMPANY
2007
2006
$
$



















THE COMPANY
2007
2006
$
$



















2,026,592 1,045,544

– 366 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

Assets and liabilities include the following items that resulted from transactions with Directors of the company and other key management personnel, including their related parties.

Non-current property, plant & equipment
Payments to Coalroc Contractors Pty Ltd by
Ashton Coal Operations Pty Limited, as
the operator of the Ashton Joint Venture
for mining contracting and equipment hire
Finance lease charges capitalised – note 3(a)
Fair value of leased plant & equipment
acquired from Coalroc Contractors Pty
Ltd by Ashton Coal Operations Pty
Limited, as operator of the Ashton Joint
Venture
Fair value of land and buildings acquired
from Aedion Pty Ltd by Yarrabee Coal
Company Pty Ltd.
Mr. J. Rawlins is a Director of Aedion Pty
Ltd
Payments to Yunaga Mine Services Pty Ltd
by Ashton Coal Operations Pty Limited,
as operator of the Ashton Joint Venture
for mining contracting
Total recognised as assets
Interest bearing liabilities
Current
Fair value of finance lease agreements with
Coalroc Contractors Pty Ltd by Ashton
Coal Operations Pty Limited, as operator
of the Ashton Joint Venture
Non-current
Fair value of finance lease agreements with
Coalroc Contractors Pty Ltd by Ashton
Coal Operations Pty Limited, as operator
of the Ashton Joint Venture
Total recognised as liabilities
CONSOLIDATED
2007
2006
$
$
1,811,478
2,154,427
619,609
108,181
2,061,299
5,863,801
412,845

50,127

4,955,358
8,126,409
CONSOLIDATED
2007
2006
$
$
1,811,478
2,154,427
619,609
108,181
2,061,299
5,863,801
412,845

50,127

4,955,358
8,126,409
THE COMPANY
2007
2006
$
$











THE COMPANY
2007
2006
$
$











3,105,641
2,179,509
2,059,224
3,804,577


5,285,150 5,863,801

Finance lease agreements with Coalroc Contractors Pty Ltd relate to mining equipment and have lease terms ranging up to 3 years and 3 months with the option to purchase the assets at completion of the lease term for the contracted value. The effective discount rate implicit in the leases range from 12% – 13.4%.

Lease liabilities are secured by the leased assets. The equipment was used in the development of the Ashton underground mine and therefore the finance charges paid as part of the minimum lease payments are capitalised as assets under construction within property, plant & equipment as noted in note 3(a). The finance charges stopped being capitalised once the Ashton underground mine began production in April 2007.

– 367 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

2) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with Directors of the company and other key management personnel, including their related parties.

Current payables
Trade Creditors
Payable by Ashton Coal Operations Pty
Limited, as operator of the Ashton Joint
Venture, to Coalroc Contractors Pty Ltd
Payable by Ashton Coal Operations Pty
Limited, as operator of the Ashton Joint
Venture, to Yunaga Mines Services Pty
Ltd
Payable by Yarrabee Coal Company Pty Ltd
to Rawmac Pastoral Pty Ltd
Total recognised as liabilities
CONSOLIDATED
2007
2006
$
$
245,196
211,230

8,848
3,300

248,496
220,078
THE COMPANY
2007
2006
$
$







THE COMPANY
2007
2006
$
$







3) Loans from related parties of Directors and other key management personnel

2006
Related parties of other key management personnel
Fibora Pty Ltd, a related party of Mr David Knappick, a
Director of a controlled entity and a key management
person
Greenworth Pty Ltd, a related party of Mr Joseph Butta, a
Director of a controlled entity and a key management
person
Related parties of Directors
Ilwella Pty Ltd and Ganra Pty Ltd, related parties of Mr
Brian Flannery
Gaffwick Pty Ltd and Travers Duncan Pty Ltd, related
parties of Mr Travers Duncan
CONSOLIDATED
Balance in
current
payables 1
July 2005
Repayments
made to
related
party
Balance in
current
payables
30 June
2006
$
$
$
225,000
(225,000)

150,000
(150,000)

450,000
(450,000)

450,000
(450,000)

1,275,000
(1,275,000)
CONSOLIDATED
Balance in
current
payables 1
July 2005
Repayments
made to
related
party
Balance in
current
payables
30 June
2006
$
$
$
225,000
(225,000)

150,000
(150,000)

450,000
(450,000)

450,000
(450,000)

1,275,000
(1,275,000)

Under the terms of the Share Sale and Purchase Agreement between Felix Resources Limited and White Mining Limited, no interest was payable on these loans. There have been no loans from related parties of Directors and other key management personnel during the 2007 financial year.

– 368 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

4) Loans to Directors and other key management personnel

Loan to Mr John Rawlins being a secured interest bearing loan, interest payable twice yearly at the ANZ Bank corporate rate for overdrafts exceeding $1 million.

Balance at the start of the year
Interest payable for the year
Interest paid
Balance at the end of the year
Highest indebtedness during the year
Number of persons in the group
aggregate at the end of the year
CONSOLIDATED 2007
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$
1,705,045
1,705,045
172,210
172,210
(172,210)
(172,210)
1,705,045
1,705,045
1,705,045
1,705,045
1
CONSOLIDATED 2006
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$
1,705,045
1,705,045
165,730
165,730
(165,730)
(165,730)
1,705,045
1,705,045
1,705,045
1,705,045
1
CONSOLIDATED 2006
Aggregate
for key
management
personnel
Individuals
with loans
above
$100,000
during the
year
$
$
1,705,045
1,705,045
165,730
165,730
(165,730)
(165,730)
1,705,045
1,705,045
1,705,045
1,705,045
1
1,705,045
1,705,045

5) Shares

Shares issued to related parties of Directors and other key management personnel are detailed in note

35 CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Note
Guarantees
a)
Parent entity and consolidated entity
Guarantees secured over deposits
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
b)
Joint ventures
Guarantees secured over deposits
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
20d
CONSOLIDATED
2007
2006
$000
$000
1,582
143
308

2,123
1,350
1,357
2,826
12,069
13,257
872
263
18,311
17,839
THE COMPANY
2007
2006
$000
$000
1,505
65


2,123



12,000
12,880
871
264
16,499
13,029
THE COMPANY
2007
2006
$000
$000
1,505
65


2,123



12,000
12,880
871
264
16,499
13,029
13,029

– 369 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

36 SEGMENT REPORTING

For the years ended 30 June 2007 and 2006, the consolidated entity operated predominately in one business and one geographic segment. The consolidated entity operated predominantly in Australia. The industry in which the consolidated entity operated was the exploration for and extraction of coal resources.

37 FINANCIAL INSTRUMENTS

a) Interest rate risk

The consolidated entity’s exposure to interest rate risks and the effective interest rates of financial assets and financial liabilities, both recognised and unrecognised at the reporting date, are as follows:

June 2007
(i)
Financial assets
Current
Cash & cash equivalents
Trade and other receivables
Non-current
Trade and other receivables
(ii)
Financial liabilities
Current
Payables
Bank loans
Lease liabilities
Non-current
Payables
Bank loans
Lease liabilities
Net financial assets/
(liabilities)
Floating
interest
rate
$000
17,420

Fixed interest rate maturing in:
1 year or
less
1 to 5
years
More
than 5
years
$000
$000
$000
35


6,967



1,705
Fixed interest rate maturing in:
1 year or
less
1 to 5
years
More
than 5
years
$000
$000
$000
35


6,967



1,705
Fixed interest rate maturing in:
1 year or
less
1 to 5
years
More
than 5
years
$000
$000
$000
35


6,967



1,705
Non-
interest
bearing
$000
5
29,473
5,379
Total
carrying
amount
as per
the
balance
sheet
$000
17,460
36,440
7,084
Weighted
average
effective
interest
rate
%
5.14
25.00
10.10
17,420

8,581


53,250

61,831
7,002

1,669
7,182



8,851
1,705




12,125
17,530
29,655







34,857
36,708


4,417


41,125
60,984
36,708
10,250
7,182
4,417
65,375
17,530
141,462
N/A
7.96
10.56
N/A
8.10
9.27
(44,411) (1,849) (27,950) (6,268) (80,478)

– 370 –

APPENDIX II

FINANCIAL INFORMATION OF FELIX

Fixed interest rate maturing in:

June 2006
(i)
Financial assets
Current
Cash & cash equivalents
Trade and other receivables
Non-current
Trade and other receivables
(ii)
Financial liabilities
Current
Payables
Bank loans
Lease liabilities
Other loans
Non-current
Payables
Bank loans
Lease liabilities
Net financial assets/
(liabilities)
Floating
interest
rate
$000
79,185

1 year or
less
$000
83

1 to 5
years
$000


4,365
More
than 5
years
$000


Non-
interest
bearing
$000
99
31,956
4,445
Total
carrying
amount
as per
the
balance
sheet
$000
79,367
31,956
8,810
Weighted
average
effective
interest
rate
%
5.57
N/A
19.03
79,185

15,342

10,347

60,000

85,689
83

1,258
5,801




7,059
4,365





15,625
24,106
39,731








36,500
40,831



4,039


44,870
120,133
40,831
16,600
5,801
10,347
4,039
75,625
24,106
177,349
N/A
7.73
10.52
8.70
N/A
7.10
9.69
(6,504) (6,976) (35,366) (8,370) (57,216)

N/A – not applicable for non-interest bearing financial instruments

b) Credit risk exposures

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.

Credit risk on cash, deposits and forward exchange contracts is managed by ensuring that counterparties are recognised financial intermediaries with acceptable credit ratings.

Credit risk in trade receivables is managed in the following ways:

  • payment terms are set for individual customers;

  • a risk assessment process is used for all customers; and

  • letters of credit are required for those customers assessed as posing a higher risk.

Recognised financial instruments: The credit risk on financial assets of the consolidated entity which have been recognised in the balance sheet, is their carrying amount, net of any provision for doubtful debts.

– 371 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

c) Net fair values

All financial assets and liabilities have been recognised at the balance date at their net fair values. The following methods and assumptions are used to determine net fair values of financial assets and liabilities.

Recognised financial instruments

Cash and cash equivalents: The carrying amount approximates fair value because of their short term to maturity.

Current receivables and payables: The carrying value approximates fair value.

Non-current payables, bank loans and lease liabilities: The net fair value of non-current payables, bank loans and lease liabilities is determined by discounting the future cash flows, at market interest rates of similar borrowings, to their present value.

Forward exchange contracts: The fair values of forward exchange contracts is determined as the unrealised gain or loss at reporting date.

d) Liquidity risk

Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments, e.g. borrowing repayments. It is the policy of the Board of Directors that Felix’s treasury maintain adequate committed credit facilities and the ability to close out market positions.

38 SUBSEQUENT EVENTS

a) Derivative financial instruments

As set out in note 9b the consolidated entity enters into forward foreign exchange contracts to reduce the foreign exchange rate volatility of the consolidated entity’s revenue stream. Subsequent to balance date the consolidated entity entered into further forward foreign exchange contracts as noted below.

Settlement
Less than 6 months
6 months to 1 year
Sell United States Dollars
2007
2006
US$000
US$000
111,500

73,000

184,500
Average Exchange Rates
2007
2006
US$
US$
0.8159

0.8018

0.8103
Average Exchange Rates
2007
2006
US$
US$
0.8159

0.8018

0.8103

b) Sale of 10% in Moolarben Coal Project

On 30 June 2007 Felix, through two controlled entities, entered into an agreement with Sojitz Corporation for that company to purchase a 10% stake in the Moolarben Coal Project. This transaction was announced to the ASX on 2 July 2007. The purchase price is $90m and is subject to various conditions. Subsequent to 30 June 2007 some of these conditions were satisfied, including the formation of a new joint venture with Sojitz Corporation, the Moolarben Coal Joint Venture (refer notes 28d and 29a) . Felix has recorded a net gain of $18m in the year ended 30 June 2007 (refer note 2c) in relation to the first tranche of the purchase price of $20m. The remaining purchase price of $70m is expected to be received in the year ending 30 June 2008.

c) Appointment of a new Director

On 2 August 2007 Mr V. O’Rourke was appointed as a Director of Felix Resources Limited.

– 372 –

FINANCIAL INFORMATION OF FELIX

APPENDIX II

39 NATIVE TITLE

Native title describes the rights and interests in Australia of Aboriginal and Torres Strait Islander peoples in land and waters, according to their traditional laws and customs. Native title claims exist over all or part of the areas covered by the consolidated entity’s exploration licences in South Australia, Queensland and New South Wales. Under the Native Title Act these areas are protected for all current and future mining operations on existing mining leases.

40 COMPANY DETAILS

The registered office and principal place of business of the company is:

Felix Resources Limited Level 6 316 Adelaide Street Brisbane, Qld, 4000 Australia

– 373 –

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, which to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTEREST OF DIRECTORS AND SUPERVISORS OF THE COMPANY

As at the Latest Practicable Date, the interests and short positions of the Directors, chief executive or supervisors of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange were as follows:

Number of A Shares
held as at the
Name Title Latest Practicable Date
(shares)
Yang Deyu Vice Chairman of the Board 20,000
Wu Yuxiang Director and Chief Financial Officer 20,000
Song Guo Chairman of the Supervisor Committee 1,800

All the interests disclosed above represent long position in the A Shares.

– 374 –

GENERAL INFORMATION

APPENDIX III

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Board, no other persons (not being a Director, chief executive or supervisor of the Company) had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Percentage
in the
relevant Percentage
class of in the total
Name of substantial Number of Type of issued share issued share
shareholder Class of shares shares held Capacity interest capital capital
Yankuang Group Domestic Shares 2,600,000,000(L) Beneficial owner Corporate 87.84%(L) 52.86%(L)
Corporation Limited (State-owned legal
(Note 2) person shares)
Templeton Asset H Shares 137,352,000(L) Investment manager Corporate 7.01%(L) 2.79%(L)
Management Ltd.
Alliance Bernstein L.P. H Shares 117,622,000(L) Investment manager Corporate 6.01%(L) 2.39%(L)
(Note 3) and interests of
controlled
corporations
UBS AG H Shares 102,623,271(L) Beneficial owner, Corporate 5.24%(L) 2.09%(L)
21,320,458(S) Person having a 1.09%(S) 0.43%(S)
(Note 4) security interest in
shares and
interests of
controlled
corporations
JP Morgan Chase & H Shares 99,181,545(L) Beneficial owner, Corporate 5.06%(L) 2.02%(L)
Co. 1,994,511(S) Investment 0.10%(S) 0.04%(S)
70,829,785(P) manager and 3.62%(P) 1.44%(P)
Custodian
corporation/
Approved lending
agent

Notes:

  1. The letter “L” denotes a long position. The letter “S” denotes a short position. The letter “P” denotes interests in a lending pool.

  2. Mr. Wang Xin, a Director, is the vice chairman of the board, the general manager and the party committee deputy secretary of Yankuang Group.

Mr. Geng Jiahuai, a Director, is the chairman of the board and the party committee secretary of Yankuang Group.

Mr. Yang Deyu, a Director, is a director of Yankuang Group.

Mr. Shi Xuerang, a Director, is a deputy general manager of Yankuang Group.

Mr. Chen Changchun, a Director, is the chief accountant, a director and the chief legal advisor of Yankuang Group.

– 375 –

GENERAL INFORMATION

APPENDIX III

Mr. Song Guo, a supervisor of the Company, is a deputy secretary of the party committee of Yankuang Group.

Mr. Zhou Shoucheng, a supervisor of the Company, is the secretary of the disciplinary inspection committee and the chairman of the labour union of Yankuang Group.

Mr. Zhang Shengdong, a supervisor of the Company, is the assistant to the general manager, the deputy chief accountant and the head of the finance department.

Ms. Zhen Ailan, a supervisor of the Company, is the deputy director of the audit department of Yankuang Group.

  1. The long positions in H Shares included 113,606,000 H Shares held as investment manager and 4,016,000 H Shares held as interests of controlled corporations.

  2. The long positions in H Shares included 94,980,341 H Shares held as beneficial owner, 4,475,930 H Shares held as person having a security interest in shares and 3,167,000 H Shares held as interests of controlled corporations. Among the aggregate interest in the long positions in H Shares, 31,607,503 H Shares were held as derivatives.

The short positions in H Shares included 19,088,828 H Shares held as beneficial owner and 2,231,630 H Shares held as interests of controlled corporations. Among the aggregate interest in the short positions in H Shares, 17,821,458 H Shares were held as derivatives.

  1. The long positions in H shares included 13,192,292 H Shares held as beneficial owner, 15,159,468 H Shares held as investment manager and 70,829,785 H shares held as custodian corporation/approved lending agent. The short position in H Shares were held as beneficial owner, among which 1,307,511 H Shares were held as derivatives.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which will not expire or is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates has interests in the businesses, other then being a Director, which compete or are likely to compete, either directly or indirectly, with the businesses of the Group (as would be required to be disclosed under Rule 8.10 of the Hong Kong Listing Rules if each of them were a controlling shareholder).

– 376 –

GENERAL INFORMATION

APPENDIX III

6. DIRECTORS’ INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any interest in any assets which have been, since 31 December 2008 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors or supervisors of the Company is materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Group.

7. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2008, being the date to which the latest published audited consolidated financial statements of the Group were made up to.

8. LITIGATION

As far as the Directors are aware, none of the members of the Group was at present engaged in any litigation or arbitration of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group as at the Latest Practicable Date.

9. MATERIAL CONTRACTS

  1. the Scheme Implementation Agreement;

  2. acquisition agreement dated 24 July 2009 entered into between the Company and Shandong Chuangye Investment and Development Limited in relation to the acquisition of 14.21% equity interest in Shandong Hua Ju Energy Limited (“ Hua Ju Energy ”) for a consideration of RMB116.30 million;

  3. acquisition agreement dated 24 July 2009 entered into between the Company and Jining Shengdi Investment Management Company Limited in relation to the acquisition of 6.9% equity interest in Hua Ju Energy for a consideration of RMB56.4216 million;

  4. acquisition agreement dated 24 July 2009 entered into between the Company and Ms. Wu Zenghua in relation to the acquisition of 0.03% equity interest in Hua Ju Energy for a consideration of RMB0.2835 million;

  5. acquisition agreement dated 24 October 2008 entered into between the Company and Yankuang Group Corporation Limited in relation to the acquisition of 74% equity interest in Hua Ju Energy for a consideration of RMB593.24 million; and

– 377 –

GENERAL INFORMATION

APPENDIX III

  1. acquisition agreement dated 4 December 2007 entered into between Heze Neng Hua and Yankuang Group Corporation Limited in relation to the acquisition of the mining rights of Zhaolou Coal Mine for a consideration of RMB747.3 million.

10. MISCELLANEOUS

  • (a) Mr. Zhang Baocai is a Director and the Company Secretary of the Company. Mr. Zhang is a PRC qualified accountant.

  • (b) The H Share registrar of the Company in Hong Kong is Hong Kong Registrars Limited at Room No. 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

  • (c) The registered office of the Company is 298 Fushan South Road, Zoucheng City, Shandong Province 273500, PRC.

  • (d) In the case of any discrepancy, the English text of this circular and form of proxy shall prevail over the Chinese text.

11. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at Rooms 2608-10, 26/F, The Center, 99 Queen’s Road Central, Hong Kong during normal business hours on any weekday (except public holidays) for a period of 14 days from the date of this circular:

  1. the articles of associations of the Company;

  2. each of the contracts set out under the paragraph headed “Material Contracts” in this Appendix;

  3. the annual reports of the Group for the two financial years ended 31 December 2007 and 2008; and

  4. this circular.

– 378 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

YANZHOU COAL MINING COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1171)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) will be held at 9:00 a.m. on Friday, 30 October 2009 at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province, Postal Code 273500, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thought fit, passing the following resolution of the Company:

SPECIAL RESOLUTIONS

  1. That

  2. a. the acquisition of 100% equity interest in Felix Resources Limited by the Company by way of a scheme of arrangement through Austar Coal Mine Pty Limited, a wholly-owned subsidiary of Yancoal Australia Pty Limited (“Yancoal Australia Pty”), a wholly-owned subsidiary of the Company (the “Transaction”) be and is hereby approved; and

  3. b. all resolutions passed at the EGM shall be valid for a period of 12 months from the date of passing.”

  4. That

the Material Asset Restructuring Report of the Company containing, inter alia, the following matters in relation to the Transaction, namely (1) the method of acquisition, the subject matter of and the counterparty to the Transaction; (2) the consideration; (3) the method or basis for determining the consideration; (4) the contractual obligations and the liabilities for breach of contract in respect of the transfer of title relating to the shares to be acquired; and (5) the conditions precedent and the effective date of the Transaction be and is hereby approved.”

  1. That

the financing arrangement in respect of the satisfaction of the consideration for the Transaction in the amount of AUD3,333 million (equivalent to approximately RMB18,951 million) to be satisfied by way of bank loans to be provided by Bank of China, Sydney Branch or a syndicate of banks led by Bank of China, Sydney Branch

– 379 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

to be made in AUD- or USD-equivalent to the amount of RMB 20 billion; and the issuance of a letter of guarantee by Bank of China, Shandong Branch in favor of Bank of China, Sydney Branch at the request of and upon the application made by the Company to Bank of China, Shandong Branch; and the provision of the counter-guarantee by the controlling shareholder of the Company, Yankuang Group Corporation Limited, to the Company be and are hereby approved.”

4. “ That

the board of directors (the “Board”) of the Company and Mr. Wu Yuxiang and Mr. Zhang Baocai, being the directors of the Company, be and are hereby unconditionally and generally authorised to take any action and further actions on behalf of the Company as they consider necessary, appropriate, desirable or expedient in connection with the Transaction in accordance with the requirements of relevant regulatory authorities and the requirements of the Transaction itself, including, without limitation, executing and delivering any and all agreements, documents and instruments, if any, to execute and/or perform all necessary and ancillary actions with respect to the Transaction and to perfect the Transaction, making any amendments, revisions, supplements or waivers of any matters in relation to, or in connection with or incidental to, the Transaction which they consider are in the interest of the Company, provided that such amendments, revisions, supplements or waivers shall not result in a material change to the terms of the Transaction; and any or all past actions by the Board which they may deem or have deemed in their sole discretion to be necessary with respect to any of the matters contemplated by this resolution be and are hereby authorised, approved, if necessary, ratified and confirmed.”

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

Zoucheng, Shandong, the PRC 11 September 2009

Notes:

  • (A) Holders of the Company’s overseas listed foreign invested shares (in the form of H Shares) whose names appear on the Company’s register of members of H Shares which is maintained by Hong Kong Registrars Limited at the close of business on Tuesday, 29 September 2009 are entitled to attend the EGM after completing the registration procedures for attending the EGM.

  • (B) Holders of H Shares, who intend to attend the EGM, must deliver the completed reply slips for attending the EGM to the Office of the Secretary of the Board no later than Friday, 9 October 2009.

Shareholders can deliver the necessary documents for registration to the Company in person, by post or by facsimile. Further details of the requirements of the instrument appointing the proxies are set out in note (D) below.

– 380 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

  • (C) Details of the Office of the Secretary of the Board are as follows: 298 South Fushan Road Zoucheng Shandong Province 273500 PRC Tel: 86-537-5382319 Fax: 86-537-5383311

  • (D) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM.

The proxies of a Shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized.

For holders of H Shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Hong Kong Registrars Limited (Room No. 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) no less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof in order for such documents to be valid.

  • (E) The H share register will be closed from Wednesday, 30 September 2009 to Friday, 30 October 2009, during which time no transfer of H Shares will be registered. Holders of H Shares who wish to attend the EGM must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Hong Kong Registrars Limited (Room No. 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) no later than 4:30 p.m, Tuesday, 29 September 2009.

  • (F) The EGM is expected to last half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

  • (G) All voting at the EGM will be conducted by a poll.

– 381 –