Ar Zanzou 2014
Ar Zanzou 2014
Ar Zanzou 2014
2014
Annual Report
The Board, Supervisory Committee and the Directors, Supervisors and senior management of the Company warrant
the authenticity, accuracy and completeness of the information contained in the annual report and there are no any
misrepresentations, misleading statements contained in or material omissions from the annual report for which they shall
assume joint and several responsibilities.
The 2014 Annual Report of Yanzhou Coal Mining Company Limited has been approved by the seventh meeting of the sixth
session of the Board. All ten directors attended the meeting.
The seventh meeting of the sixth session of the Board of the Company approved the 2014 profit distribution plan, which
allowed the Company to distribute an aggregate cash dividends of RMB98.368 million (tax inclusive) to the Shareholders,
representing a dividend of RMB0.02 per share (tax inclusive).
There was no appropriation of funds of the Company by the Controlling Shareholder or its subsidiaries for non-operational
activities.
There were no guarantees granted to external parties by the Company without complying with the prescribed decision-making
procedures.
Mr. Li Xiyong, Chairman of the Board, Mr. Wu Yuxiang, Chief Financial Officer, and Mr. Zhao Qingchun, Assistant General
Manager and Head of Finance Management Department, hereby warrant the authenticity and completeness of the financial
statements contained in this annual report.
The forward-looking statements contained in this annual report regarding the Companys future plans do not constitute
any substantive commitment to investors and investors are reminded of the investment risks and to exercise caution in their
investment.
I. DEFINITION
In this Annual Report, unless the context requires otherwise, the following expressions have the following meanings:
Yanzhou Coal, Company or Yanzhou Coal Mining Company Limited, a joint stock limited company
the Company incorporated under the laws of the PRC in 1997 and the H Shares, the ADSs
and A Shares of which are traded on the Hong Kong Stock Exchange, New
York Stock Exchange Inc. and the Shanghai Stock Exchange, respectively;
Yankuang Group or Yankuang Group Company Limited, a company with limited liability
the Controlling Shareholder reformed and established in accordance with the PRC law in 1996, being
the Controlling Shareholder of the Company directly and indirectly holding
56.52% of the total share capital of the Company as at the end of the reporting
period;
Yulin Neng Hua Yanzhou Coal Yulin Neng Hua Company Limited, a company with limited
liability incorporated under the laws of the PRC in 2004 and a wholly-owned
subsidiary of the Company, mainly engages in the production and operation of
the 0.6 million-tonne-capacity methanol project in Shaanxi province;
Heze Neng Hua Yanmei Heze Neng Hua Company Limited, a company with limited liability
incorporated under the laws of the PRC in 2004 and a 98.33% owned
subsidiary of the Company, mainly engages in the development of Juye coal
field in Heze city, Shandong province;
Shanxi Neng Hua Yanzhou Coal Shanxi Neng Hua Company Limited, a company with limited
liability incorporated under the laws of the PRC in 2002 and a wholly-owned
subsidiary of the Company, mainly engages in the management of the projects
invested in Shanxi province by the Company;
Tianchi Energy Shanxi Heshun Tianchi Energy Company Limited, a company with limited
liability incorporated under the laws of the PRC in 1999 and a 81.31% owned
subsidiary of Shanxi Neng Hua, mainly engages in the production and
operation of Tianchi coal mine;
Tianhao Chemicals Shanxi Tianhao Chemicals Company Limited, a joint stock limited company
incorporated under the laws of the PRC in 2002 and a 99.89% owned
subsidiary of Shanxi Neng Hua, mainly engages in the production and
operation of 0.1 million tonnes methanol project in Shanxi province.
Hua Ju Energy Shandong Hua Ju Energy Company Limited, a company with limited
liability incorporated under the laws of the PRC in 2002 and a 95.14% owned
subsidiary of the Company, mainly engages in the thermal power generation
with gangue and slurry, and heating supply;
Ordos Neng Hua Yanzhou Coal Ordos Neng Hua Company Limited, a company incorporated
under the laws of the PRC in 2009 and a wholly-owned subsidiary of the
Company, mainly engages in the development of coal resources and coal
chemical projects of the Company in the Inner Mongolia Autonomous
Region;
Haosheng Company Inner Mongolia Haosheng Coal Mining Company Limited, a limited company
incorporated under the laws of the PRC in 2010 and a 74.82% owned
subsidiary of the Company, mainly engages in the project development of
Shilawusu coal field located in Ordos in the Inner Mongolia Autonomous
Region;
Yancoal Australia Yancoal Australia Limited, a company with limited liability incorporated
under the laws of Australia in 2004 and a 78% owned subsidiary of the
Company, the shares of Yancoal Australia are traded on the Australian
Securities Exchange;
Austar Company Austar Coal Mine Pty Limited, a company with limited liability incorporated
under the laws of Australia in 2004 and a wholly-owned subsidiary of Yancoal
Australia, mainly engages in coal producing, processing, washing and
distributing;
Yancoal Resources Yancoal Resources Limited (previously known as Felix Resources Limited),
a limited company incorporated under the laws of Australia and a wholly-
owned subsidiary of Yancoal Australia, mainly engages in coal mining, sales
and exploration;
Gloucester Gloucester Coal Limited, a limited company incorporated under the laws of
Australia, which completed the merger with Yancoal Australia in June 2012
and became a wholly-owned subsidiary of Yancoal Australia;
Yancoal International Yancoal International (Holding) Company Limited, a company with limited
liability incorporated under the laws of Hong Kong in 2011 and a wholly-
owned subsidiary of the Company;
Railway Assets the railway assets specifically used for coal transportation for the Company,
which are located in Jining City, Shandong Province;
H Shares Overseas listed foreign invested shares in the ordinary share capital of the
Company, with nominal value of RMB1.00 each, which are traded on the
Hong Kong Stock Exchange;
A Shares Domestic shares in the ordinary share capital of the Company, with nominal
value of RMB1.00 each, which are traded on the Shanghai Stock Exchange;
CASs or ASBEs Accounting Standard for Business Enterprises (2006) and the relevant
regulations and explanations issued by the Ministry of Finance of PRC;
Hong Kong Listing Rules Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong
Limited;
Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited;
RMB Renminbi, the lawful currency of the PRC, unless otherwise specified;
USD the United States dollars, the lawful currency of the United States.
Major risks faced by the Group and the impact and measures thereof have been disclosed in the annual report. For
detailed information, please refer to Chapter 4 Board of Directors Report. Investors should pay attention to these.
With headquarter located in Shandong Province, the Mining, washing and processing and sales of coal.
PRC, the Group possesses coal resources and refined We primarily produce semi-hard coking coal, semi-
coal chemical projects in Shandong Province, Shaanxi soft coking coal, PCI and thermal coal. Our customers
Province, Shanxi Province, the Inner Mongolia are mainly located in Eastern China, Southern China,
Autonomous Region and Australia, and potash Northern China and other countries such as Japan,
resources in Canada. Yanzhou Coal is a globalized South Korea and Australia;
integrated mining company with coal, coal chemicals,
power generation business and potash resources. Coal chemicals. We now mainly focus on the
production and sale of methanol; and
The Group is the sole Chinese coal company with its
shares concurrently traded on four stock exchanges Power generation.
domestically and abroad. As at the end of the reporting
period, the total issued shares of the Company were STOCK ISSUANCE
4.9184 billion shares.
The Company was successfully listed in New York, Hong
In 2014, the sales volume of salable coal and methanol Kong and Shanghai with an initial listing of 850 million
reached 123.1 million tonnes and 0.66 million tonnes H Shares (including 2.76 million of ADSs (one ADS was
respectively, realizing a net income attributable to the equivalent to 50 H Shares in the initial listing)) and 80
equity holders of the Company of RMB766.2 million million A Shares in 1998.
(calculated in accordance with the IFRS).
The Company issued 100 million additional A Shares and
170 million additional H Shares in 2001.
BONDS ISSUANCE
ASSETS ACQUISITION AND ESTABLISHMENT In 2014, the Company established Shandong Zhongyin
OF SUBSIDIARIES Logistics and Trade Company Limited.
the Company established Zhongyin Financial
In 1998, the Company acquired Jining II Coal Mine;
Leasing Company Limited.
the Company established Duanxin Investment
In 2001, the Company acquired Jining III Coal Mine;
Holding (Beijing) Company Limited.
In 2002, the Company acquired the Railway Assets; MAJOR AWARDS IN 2014
In 2004, the Company established Yulin Neng Hua; Awarded National Quality Prize by China Quality
established Yancoal Australia; and Association
acquired Austar Coal Mine;
Selected as 2014 Platts Top 250 Global Energy
In 2005, the Company acquired Heze Neng Hua; Companies Rankings
In 2006, the Company acquired Shanxi Neng Hua; Awarded Excellent Board of Directors Award 10th
Gold Round Table Award for the Board of Directors
In 2009, the Company acquired Hua Ju Energy; among PRC Listed Companies by Board of Directors
established Ordos Neng Hua; and Magazine
acquired Yancoal Resources.
Yancoal International
(Holding) Co.,Ltd.
Yancoal International
Trading Co.,Ltd.
Yancoal International
(Sydney) Pty Ltd.
Donaldson mines
(V) Newspapers for information China Securities Journal, Shanghai Securities News
disclosure in PRC:
Website designated by the CSRC for http://www.sse.com.cn
publishing A shares annual report:
Websites designated to publish http://www.hkexnews.hk
annual report overseas: http://www.sec.gov
The above annual reports are available at: Office of the Secretary to the Board,
Yanzhou Coal Mining Company Limited
Percentage of
Increase/ increase and
Unit 2014 2013 Decrease decrease (%)
1. Coal business
Raw coal production kilotonne 72,596 73,800 -1,204 -1.63
Salable coal production kilotonne 66,890 66,995 -105 -0.16
Salable coal sales volume kilotonne 123,075 103,995 19,080 18.35
2. Railway transportation business
Transportation volume kilotonne 16,565 18,250 -1,685 -9.23
3. Coal chemicals business
Methanol production kilotonne 645 609 36 5.91
Methanol sales volume kilotonne 655 599 56 9.36
4. Power generation business
Power generation 10,000 kWh 160,512 123,442 37,070 30.03
Power output dispatch 10,000 kWh 72,249 87,910 -15,661 -17.81
5. Heat business
Heat generation 10,000 steam tonnes 130 132 -2 -1.52
Heat sales volume 10,000 steam tonnes 9 5 4 80.00
The financial highlights were prepared based on the financial information set out in the audited consolidated income
statements, consolidated balance sheets and the consolidated statements of cash flows of the Group from 2010 to 2014.
(RMB000)
Note: Dividend per share for the year 2014 represents the dividend proposed.
(RMB000)
31 December
2014 2013 2012 2011 2010
After After
adjustment Before adjustment Before
(restatement) adjustment (restatement) adjustment
Net current assets 10,756,460 2,708,424 1,210,802 1,659,691 (4,551,806) (4,290,365) 14,147,492
Net value of property, machinery
and equipment 44,174,612 41,896,508 39,503,103 39,503,103 31,273,824 31,273,824 19,874,615
Total assets 133,098,114 127,458,189 122,165,076 122,702,323 96,890,150 97,151,591 72,755,864
Total borrowings 61,438,088 55,375,011 40,996,382 40,996,382 34,457,820 34,457,820 23,015,758
Equity attributable to equity
holders of the Company 38,725,846 40,378,678 45,530,034 45,826,356 42,451,480 42,634,490 37,331,886
Net asset value per share RMB7.87 RMB 8.21 RMB 9.26 RMB 9.32 RMB 8.63 RMB 8.67 RMB 7.59
Return on net assets (%) 1.98 1.93 13.32 13.57 20.6 20.94 24.86
(RMB000)
Year ended 31 December
2014 2013 2012 2011 2010
Net cash from operating activities 4,171,816 (2,201,058) 6,503,610 17,977,276 5,399,804
Net increase (decrease) in cash
and cash equivalents 4,329,190 (2,418,509) 4,461,375 1,807,278 (1,845,074)
Net cash flow per share from
operating activities RMB0.85 RMB-0.45 RMB1.32 RMB3.66 RMB1.10
Notes:
1. In 2014, the Group consolidated financial statements of Shandong Zhongyin Logistics and Trade Co., Ltd., Zhongyin
Financial Leasing Co., Ltd. and Duanxin Investment Holding (Beijing) Co., Ltd. Since 2013, the Group has consolidated
financial statements of Haosheng Company and Shandong Yanmei Rizhao Port Coal Storage and Blending Co., Ltd.
Since 2012, the Group has consolidated the financial statements of Shandong Coal Trading Centre Co., Ltd; since 2011,
the Group has consolidated the financial statements of Yancoal International.
2. This annual report does not contain a separate analysis of companies such as Shandong Yanmei Shipping Co., Ltd.,
Shandong Coal Trading Centre Co., Ltd. and Zhongyin Financial Leasing Co., Ltd, etc., whose operating results and
assets did not have any material impact on the Group.
3. Pursuant to the new regulations promulgated by International Financial Reporting Interpretations Committee with
regard to the Overburden in Advance in the Production of an Open Cut, the Group accounted for the figures of
overburden in advance from January 1, 2013 onwards and had made retrospective adjustments on the relevant figures in
the financial statement of 2011 and 2012.
In 2014, the global economy recovered slowly, Chinas economic growth slowed down and both domestic and the overseas
coal market remained weak. The international coal suppliers reduced production and Chinese government introduced a series
of solution policies for coal companies, but there were no fundamental changes to the present imbalance between coal supply
and demand. Coal prices still went downward and the operating pressure of the whole industry was increasing.
Faced with unprecedented difficulties and challenges, through self pressurization on the endeavor, innovative thinking and
proactive implementation of cost controls and efficiency increase, marketing profitability, management profitability and other
operation management measures, the Group presented an excellent posture of stable and positive achievements, enhanced
endogenous driving force and increased development potentials, which in turn proved the abilities of the Board and the
management in handling and controlling complex situations. On behalf of the Board, I would like to express my heartfelt
thanks to all Shareholders and all walks of life who care and support the development of the Company over the years and its
my great pleasure to report the operating results of the year of 2014.
Stable and positive achievements of overall operating results. During the reporting period, we recorded raw coal production of
72.6 million tonnes, and methanol production of 0.65 million tonnes; salable coal sales of 123.1 million tonnes and methanol sales
of 0.66 million tonnes. Our net income attributable to the shareholders of the Company amounted to RMB766.2 million. The
operating result increased in the scale and accelerated in the efficiency despite of the industry difficulty.
Ability enhancement of cost controls and efficiency increase. The Group optimized production systems, and effectively
reduce investment of equipment and materials consumption from the sources; Optimized the allocation of human resources
and effectively controlled the total labor costs by downsizing activities including conducting organic transfers, counterpart
support; Taped the inner potential of precision management and reduced procurement costs through the competitive
negotiations and centralized purchasing of bulk material and equipment; Reduced material consumption through stock
revitalization and reinforcement of repairing and recycling; Highlighted financial management efficiency to reduce the
financial and operating costs through low-cost financing, idle fund management, tax planning.
Bucking rising of marketing profitability. Facing the continuing downturn both in domestic and overseas coal market, the
Group accelerated the establishment of integrated marketing system for both domestic and overseas markets through the
innovation of sales and marketing model and, implementation of online transaction of coal. In 2014, the clean coal sales
volume of domestic mines was up to 49.3% of total sales volume of self-produced salable coal, representing an increase of 8.0%
as compared with that of 2013 and the coal sales volume of the overseas mines in Chinese market was 16.1% of the total sales
volume of salable coal. With further development of Vietnam, Malaysia and other Asian markets, the Group cultivated long-
term strategic clients, realizing production according to sales and maximization of economic benefit.
Favorable developments and progress of key projects. Zhaolou power plant of Heze Neng Hua was put into operation;
test run was implemented in Zhuan Longwan mine, 0.60 million tonnes of methanol project of Ordos Neng Hua; Yancoal
Australia achieved a sharp loss-mitigation and, and the structure of assets and liabilities has also been improved significantly;
Stage II project of Moolarben coal mine has been approved, revealing the brilliant development prospect; Through active
negotiations by Yancoal International, the contractual coal prices of Premier mine was increased, thus the profitability was
increased substantially; The pre-feasibility study of Canadian potash project was approved, then the pilot pattern of the
Groups inside and outside development continuity was basically established.
Improvement of management efficiency ability. Through multi-channel and low-cost financing, the security of funds was
effectively ensured and debt structure was further optimized; The internal market operation mode was initially established
with the core of position monetization, thus the management mechanism was set up featuring clear responsibilities, optimized
process and efficient operating; Professional management capability was constantly enhanced and the cultivating of new
economic growth points was speed up through the implementation of unified management of longwall equipment installation
and dismantlement and implementation of coal washing custody business.
Considering return for Shareholders, the Board proposed to declare a cash dividend payable in accordance with the
Companys persistent dividend policy at an aggregate sum of RMB98.368 million (tax inclusive), being RMB0.02 per share (tax
inclusive) for the year 2014.
Looking ahead to 2015, the world economy will be adjusted profoundly, and Chinas economic development steps into new
normal. The worlds energy consumption structure and patterns have transferred to the direction of clean and efficient
consumption. The quantitative easing and structural surplus will appear continually in the domestic and global coal market,
but the coal price fluctuations in the domestic and global coal markets will be easing in 2015 due to the industrial policy
influences of the production controls and production limitation.
To grasp the opportunity of the new energy revolution, the Group formulated the development strategies for the next decade,
establishing the strategic direction of Globalization, Clean and Valuation and development mood of Resource Synergy,
Regional Synergy, Market Synergy and Production-Finance Synergy, making it an international clean energy supplier
featuring Innovation Leading, Value Driving and Outstanding Brand, promoting the transfers of coal mining towards
green and low carbon development, production operations towards integrated services and the resources allocation towards
globalized market, building the Group into a globalized company with investment value and brand influence.
In 2015, targeting the practical implementation of the development strategies, with the principal line of Implementation of the
whole process of value reengineering through Three Reductions and Three Enhancements and innovative thinking, the Group
will speed up the industrial upgrades and product structure adjustment, actively deal with the complicated market conditions
and promote efficient development of the Group.
The Groups operation targets for the year 2015 are as follows: an aggregate coal sales target of 122 million tonnes, which
comprises the Companys sales target of 35.4 million tonnes, Shanxi Neng Huas sales target of 1.5 million tonnes, Heze Neng
Huas sales target of 4 million tonnes, Ordos Neng Huas sales target of 7.8 million tonnes, Yancoal Australias sales target of
13.88 million tonnes and Yancoal Internationals sales target of 6.52 million tonnes. The traded external coal is targeted as 52.9
million tonnes. The methanol sales target is 1.4 million tonnes.
To accomplish the above operation targets, the Group will focus on the following:
The Company will accelerate production transformation to better quality and more efficiency by optimizing and upgrading
system. Firstly, the Company will optimize the overall arrangements of mining panel and coal face work stations to ensure
reasonable production continuities; Accelerate upgrading of fully-mechanized mining equipment, hoisting and transportation
system and power supply system, achieving stable production and enhanced efficiency. Secondly, the Group will release the
potentials of technological revamping and efficiencies of washing system, improve the coal washing and processing ability,
being supports for efficiency of coal products and realize the benefits of increase in volume and efficiency. Thirdly, the
Company will optimize production organization, system configuration and raw material structure to ensure long term stable
operation of methanol and power industry. Fourthly, the Company will put Zhuang Longwan coal mine into commercial
production, promote the construction of Moolarben Stage II Project and accelerate to release its efficiency and production
capacity.
The Group will promote marketing transformation towards customers value increase by innovating marketing mode.
Firstly, the Company will consummate customers big data and marketing model, implement User Manager System and
carry out precision marketing. Secondly, the Company will take advantages of both diversified products and washing system,
enhance coal blending sales at home and abroad and implement product customization, thus achieving marketing upgrade
from scale expansion to quality and efficiency enhancement. Thirdly, the Company will innovatively implement the provision
of experiential marketing and integrated energy solutions to realize the added value for the clients; expand diversified
marketing channels through new trading platforms, such as internet and futures market. Fourthly, the Company will integrate
marketing resources and improve international marketing system to achieve global layout and regional complementarities.
The Group will promote management transformation towards value creation by implementing potential taping, cost
reduction and efficiency improvement. Firstly, the Company will expand room for cost reduction in a way of systematic
thinking. The Company will optimize systems process from the start of its design, take comprehensive measures of
resources integration, technology innovation, personnel downsizing and concentrated purchasing, to maximize cost control,
consumption reduction and expenditure cut. Secondly, the Company will enhance special studies on related policies such as
finance and tax, finance, etc. and make maximum and flexible use of finance and tax policies such as reduction, exemption,
refund, postpone and supplement. Thirdly, the Company will deepen the management of zero-base budget and dynamic
budget, fully implement benchmarking management and put measures of cost and unit consumption control into practice to
control operating cost in a stringent manner.
The Group will consider capital operation carefully and promote development towards production-finance synergy. Firstly,
using the various means of capital operations, the Company will accelerate the capitalization of technology, management
and equipment, increase the promotion of inefficient asset securitization, liquidize remnant assets and improve the efficiency
of assets operation, thus achieving the efficient coordination of industrial products and management resources. Secondly,
the Company will make the overall use of the diversified financing platform domestically and overseas, actively employ
multimode financing and reduce the financing cost. And the Company will improve the stock fund management and
implement monetary capital efficiency to promote the steady development of the Company. Thirdly, the Company will
magnify the financing leverage of Zhongyin Financial Leasing Co., Ltd., strengthen strategic cooperation and expand the
coordination and profitability capacity of financing and equipment leasing; the Company will enhance the cooperation with
financial institutions, finish the equity participation into Shanghai CIFCO Futures Co., Ltd. and Qilu Bank etc. on schedules;
speed up the operation of Duanxin Investment Industrial Fund and facilitate the substantive building progress of finance
group.
The pine tree stands proudly and leisurely on the cliff in the deepening dusk regardless of the riotous clouds sweeping past
swiftly. (Its quoted from Chairman Mao Zedongs poem, demonstrating that we will still be calm and leisured under such
a grim condition.) In 2015, facing the new normal that the world energy economy will keep developing at low speed, the
Company will achieve steady development and create outstanding return for Shareholders by considering the situation, seizing
the opportunity, carrying out operation with global vision, strengthening management with subversive ideas, casting new
advantages for development through innovative initiatives.
In 2014, the Group realized a sales income of RMB60.3708 billion, of which, sales income from coal business
was RMB58.5394 billion, representing 97.0% of sales income of the Group.
Increase/
Increase/ Increase/ decrease in
decrease in decrease in gross profit
sales income cost of sales as compared
as compared as compared with that
Sales Cost with that with that of last year
income of Sales Gross Profit of last year of last year (percentage
(RMB000) (RMB000) (%) (%) (%) point)
1) Coal Production
In 2014, the Group produced 72.60 million tonnes of raw coal, representing a decrease of
1.2 million tonnes or 1.6% as compared with that of last year; The salable coal production of
the Group was 66.89 million tonnes, representing a decrease of 0.11 million tonnes or 0.2%
as compared with that of last year. The decrease of coal production was mainly due to the
fact that facing the oversupply marketing conditions, the Group actively fulfilled the social
responsibilities and took the initiatives to limit production.
The following table sets out the coal production volume of the Group for the year 2014:
Percentage of
Increase/ increase/
2014 2013 Decrease decrease
(kilotonne) (kilotonne) (kilotonne) (%)
The weak demand for coal in both the domestic and the overseas markets has led to the decrease
of the average coal sales price of the Group as compared with that of last year.
In 2014, the Group externally transported coal of 68.55 million tonnes, representing an increase
of 2.9 million tonnes or 4.4% as compared with that of 2013; The Group sold a total of 123.1
million tonnes of coal in 2014, representing an increase of 19.08 million tonnes or 18.3% as
compared with that of 2013. The increase of coal sales volume is mainly due to the increase of
sales volume of externally purchased coal as compared with that of 2013.
In 2014, the Group realized a sales income of RMB58.5394 billion from the coal business, which
represents an increase of RMB4.0945 billion or 7.5% as compared with that of 2013.
The following table sets out the Groups coal sales and production by coal types for 2014:
2014 2013
Coal Sales Sales Sales Coal Sales Sales Sales
production volume price income production volume price income
(kilotonne) (Kilotonne) (RMB/tonne) (RMB000) (kilotonne) (Kilotonne) (RMB/tonne) (RMB000)
1. The Company
No. 1 clean coal 293 325 600.42 194,929 359 315 764.73 240,904
No. 2 clean coal 9,203 9,060 576.75 5,225,577 10,588 9,725 739.99 7,196,367
Domestic sales 9,052 576.53 5,219,149 10,588 9,725 739.99 7,196,367
Export 8 834.81 6,428
No. 3 clean coal 4,914 4,979 474.96 2,364,748 1,943 1,926 591.03 1,138,582
Domestic sales 4,979 474.96 2,364,748 1,925 590.81 1,137,469
Export 1 941.78 1,113
Lump coal 2,271 2,262 520.73 1,177,739 1,455 1,448 669.57 969,439
Sub-total of clean coal 16,681 16,626 539.11 8,962,993 14,345 13,414 711.58 9,545,292
Domestic sales 16,618 538.97 8,956,565 13,413 711.56 9,544,179
Export 8 834.81 6,428 1 941.78 1,113
Screened raw coal 10,620 10,605 396.75 4,206,215 12,957 12,693 461.56 5,858,449
Mixed coal & Others 9,128 7,517 281.71 2,117,585 8,508 7,164 333.53 2,389,536
Total for the Company 36,429 34,748 439.94 15,286,793 35,810 33,271 534.79 17,793,277
Domestic sales 34,740 439.85 15,280,364 33,270 534.78 17,792,164
2. Shanxi Neng Hua 1,544 1,500 210.69 316,053 1,510 1,476 282.24 416,691
Screened raw coal 1,544 1,500 210.69 316,053 1,510 1,476 282.24 416,691
3. Heze Neng Hua 2,997 3,110 525.65 1,634,716 2,392 2,359 608.56 1,435,594
No. 1 clean coal 21 21 782.05 16,155
No. 2 clean coal 1,889 2,021 651.48 1,316,567 1,390 1,293 848.85 1,097,518
Mixed coal & Others 1,087 1,068 282.77 301,994 1,002 1,066 317.13 338,076
4. Ordos Neng Hua 5,879 5,793 163.02 944,399 6,319 6,345 188.36 1,195,139
Screened raw coal 5,879 5,793 163.02 944,399 6,319 6,345 188.36 1,195,139
5. Yancoal Australia 14,914 15,742 463.77 7,300,758 15,433 15,623 573.62 8,961,855
Semi-hard coking coal 922 973 523.29 509,369 1,345 1,361 656.76 893,626
Semi-soft coking coal 1,392 1,470 544.93 800,780 1,576 1,595 703.48 1,122,054
PCI coal 3,108 3,280 530.32 1,739,466 3,234 3,274 704.03 2,304,939
Thermal coal 9,492 10,019 424.29 4,251,143 9,278 9,393 494.07 4,641,236
6. Yancoal International 5,127 5,158 287.48 1,482,886 5,531 5,525 304.36 1,681,465
Thermal coal 5,127 5,158 287.48 1,482,886 5,531 5,525 304.36 1,681,465
7. Externally purchased coal 57,024 553.69 31,573,748 39,396 582.81 22,960,822
8. Total for the Group 66,890 123,075 475.64 58,539,353 66,995 103,995 523.53 54,444,843
Factors affecting the changes in sales income of coal are analyzed in the following table:
Impact of Impact of
change in changes in
coal sales the sales
volume price of coal
(RMB000) (RMB000)
The Groups coal products are mainly sold in markets such as China, Japan, South Korea and
Australia.
The following table sets out the Groups coal sales by geographical regions for 2014:
2014 2013
Sales volume Sales income Sales volume Sales income
(Kilotonne) (RMB000) (Kilotonne) (RMB000)
Most of the Groups coal products were sold to the power, metallurgy and chemical industries.
The following table sets out the Groups coal sales volume by industries for 2014:
2014 2013
Sales volume Sales income Sales volume Sales income
(Kilotonne) (RMB000) (Kilotonne) (RMB000)
The Groups cost of coal sales in 2014 was RMB49.3052 billion, representing an increase of
RMB7.1181 billion or 16.9% as compared with that of 2013.
The following table sets out the main cost of coal sales by business entities:
Percentage of
Increase/ increase and
Unit 2014 2013 Decrease decrease (%)
The Company Total cost of sales RMB000 8,993,824 9,070,083 -76,259 -0.84
Cost of sales per tonne RMB/tonne 250.74 263.74 -13.00 -4.93
Shanxi Neng Hua Total cost of sales RMB000 275,556 337,576 -62,020 -18.37
Cost of sales per tonne RMB/tonne 183.69 228.65 -44.96 -19.66
Heze Neng Hua Total cost of sales RMB000 1,072,630 1,094,522 -21,892 -2.00
Cost of sales per tonne RMB/tonne 344.91 463.98 -119.07 -25.66
Ordos Neng Hua Total cost of sales RMB000 899,132 1,001,183 -102,051 -10.19
Cost of sales per tonne RMB/tonne 155.21 157.79 -2.58 -1.64
Yancoal Australia Total cost of sales RMB000 5,718,349 6,782,121 -1,063,772 -15.68
Cost of sales per tonne RMB/tonne 363.25 434.10 -70.85 -16.32
Yancoal International Total cost of sales RMB000 1,413,056 1,449,415 -36,359 -2.51
Cost of sales per tonne RMB/tonne 273.94 262.36 11.58 4.41
Externally purchased Total cost of sales RMB000 31,372,479 22,834,978 8,537,501 37.39
coal Cost of sales per tonne RMB/tonne 550.16 579.63 -29.47 -5.08
In 2014, the total cost of coal sales of Shanxi Neng Hua was RMB275.6 million, representing a
decrease of RMB6.202 million, or 18.4% as compared with that of 2013. The cost of coal sales per
tonne was RMB183.69, representing a decrease of RMB44.96 or 19.7% as compared with that of
2013. This was mainly due to: (1) the optimization of production system and human resources
allocation, reduction of cost of labour and material consumption decreasing the cost of coal
sales per tonne by RMB10.28 and RMB17.65 respectively; (2) the reduction in expenditure for
outsourced laboring services decreased the coal sales cost by RMB3.25 per tonne. (3) According
to relative regulations of Shanxi Provincial Government, since August 2014, sustainable
development fund accrued for coals based on raw coal production volume has been decreased
from RMB18/ton to RMB15/ton, and this fund has been suspended in December 2014, which
led to a decrease in the coal sales cost by RMB4.59/Ton. (4) Since August 2013, the accruals
of Coal mine Production Switching and Development Fund of RMB5/Ton and Environment
Rehabilitation Management Guarantee Deposit of RMB10/Ton based on raw coal production
volume has been suspended, which led to a decrease in the coal sales cost by RMB8.62/Ton;
In 2014, the total cost of coal sales of Heze Neng Hua was RMB1.0726 billion, representing a
decrease of RMB21.892 million or 2.0% as compared with that of 2013. The cost of coal sales per
tonne was RMB344.91, representing a decrease of RMB119.07 or 25.7% as compared with that
of 2013. This was mainly due to: (1) optimization of production system and human resources
allocation and the reduction of cost of labor and material consumption decreasing the cost of
coal sales per tonne by RMB16.49 and RMB44.05 respectively; (2) the reduction in expenditure
for outsourced laboring services decreased the coal sales cost by RMB21.09 per tonne; (3) the
increase in coal sales volume decreased the cost of coal sales per tonne by RMB20.36.
In 2014, the total cost of coal sales of Yancoal Australia was RMB5.7183 billion, representing a
decrease of RMB1.0638 billion or 15.7% as compared with that of 2013. The cost of coal sales per
tonne was RMB363.25, representing a decrease of RMB70.85 or 16.3% as compared with that
of 2013. This was mainly due to: (1) optimization of human resources allocation decreased the
cost of labor, which decreased the coal sales cost per tonne by RMB2.35. (2) the cost of coal sales
per tonne was affected and decreased by RMB50.14 due to the exchange rate depreciation of
Australian dollar against RMB as compared with of 2013; (3) the cost of coal sales per tonne was
affected and decreased by RMB10.40 through the optimization of the equipment application and
reduction of equipment rental fees.
In 2014, the Groups sales cost of externally purchased coal was RMB31.3725 billion,
representing an increase of RMB8.5375 billion or 37.4% as compared with 2013. This was mainly
due to the fact that the increase in sales volume of externally purchased coal during the reporting
period.
4) Other indicators
The following table sets out other indicators by operating entities in 2014:
As at the disclosure date of this annual report, the updates of the construction of significant coal
mines are as follows:
1 Zhuan Longwan coal mine The approval for this project is being obtained.
Commercial production is expected in 2nd half of 2015.
2 Shilawusu coal mine The approval for this project is being obtained. The test
run of operation is expected by the end of 2015.
3 Ying Panhao coal mine This project has been listed in the Twelfth Five-year Plan
of national coal industry development and has obtained
the approval for distribution of coal resources in the
Inner Mongolia Autonomous Region. The test run of
production is expected in July, 2016.
4 Wanfu coal mine The approval for this project has been obtained from the
National Development and Reform Commission. The
test run of production is expected by the end of 2018.
5 Moolarben Stage 2 expansion The approval for this project has been obtained from the
New South Wales Plan and Assessment Commission
(NSWPAC). Commercial production is expected in
2016.
6 Ashton Southeast open cut The approval for this project has been obtained from the
New South Wales Plan and Assessment Commission
(NSWPAC), but the final determination still needs to be
obtained from the Land & Environment court of New
South Wales.
In 2014, the transportation volume of the Companys Railway Assets was 16.56 million tonnes,
representing a decrease of 1.69 million tonnes or 9.2% as compared with that of 2013. Income from
railway transportation services of the Company (income from transported volume settled on the basis
of ex-mine prices and special purpose railway transportation fees borne by customers) was RMB373.6
million in 2014, representing a decrease of RMB84.281 million or 18.4% as compared with that of
2013. The cost of railway transportation business was RMB250.2 million, representing a decrease of
RMB74.619 million or 23%.
In 2014, the methanol production volume of Yulin Neng Hua was 0.65 million tonnes, representing an
increase of 0.04 million tonnes or 5.9% as compared with that of 2013. Methanol sales volume was 0.66
million tonnes, representing an increase of 0.06 million tonnes or 9.4% as compared with that of 2013.
Sales income was RMB1.1955 billion in 2014, representing an increase of RMB39.716 million or 3.4%
as compared with that of 2013. The cost of sales was RMB869.3 million, representing an increase of
RMB18.506 million or 2.2% as compared with that of 2013.
The following table sets out the summary of the operation of the Groups power business for 2014:
Note:
1. Electricity generated by power plant of Hua Ju Energy is sold externally after satisfying its internal operating
requirements since March, 2014.
2. Electricity generated by power plant of Yulin Neng Hua sold externally after satisfying its internal operating
requirements
3. Electricity generated by power plant of Heze Neng Hua sold externally since November, 2014
Hua Ju Energy generated heat energy of 1.3 million steam tonnes and sold 90,000 steam tonnes in
2014, generating sales income of RMB20.846 million, with the cost of sales at RMB11.236 million.
Increase/
decrease in
sales income
as compared
Sales income with that
in 2014 of last year
(RMB000) (%)
1. Analysis of changes in Consolidated Income Statement items and Consolidated Statement of Cash Flow
items
(1) Income
The Groups sales income in 2014 was RMB60.3708 billion, representing an increase of
RMB3.9689 billion or 7.0% as compared with that of 2013. This was mainly due to: the decrease
in price of self-produced coal resulting in a decrease of sales income by RMB5.6313 billion; the
sales income of externally purchased coal increased by RMB8.6129 billion.
2) Orders analysis
Not applicable.
Not applicable.
4) Major customers
The following table sets out the sales income and the percentage of the Groups total sales
income from the Groups five largest customers in 2014:
Percentage Connected
of the relationships
Groups with the
Sales income total sales Group
No. Customers (RMB000) income (%) (yes/no)
(2) Cost
1) Cost analysis
The Groups sales cost in 2014 was RMB50.5978 billion, representing an increase of RMB6.9078
billion or 15.8% as compared with that of 2013.
As the cost of coal sales accounts for more than 90% of the Groups total cost of sales, the
following table only sets out the analysis of the Groups cost components of coal sales.
Percentage of
increase/
Percentage Percentage decrease as
of total cost of total cost compared
2014 self-produced 2013 self-produced with that of
(RMB000) coal in 2014 (%) (RMB000) coal in 2013 (%) last year (%)
2) Major suppliers
The following table sets out the amount and percentage of goods and services purchased from
the Groups five largest suppliers in 2014:
Percentage Connected
of the relationships
Purchasing Groups total with the
amount purchasing Group
No. Suppliers (RMB000) amount (%) (yes/no)
During the reporting period, selling, general and administrative expenses of the Group was
RMB6.0699 billion, representing a decrease of RMB4.3103 billion or 41.5% as compared with that of
2013, which was mainly due to the fact that: (1) the exchange loss of RMB1.686 billion in 2013 resulted
in impairment provision for intangible assets of RMB2.0522 billion while during the reporting period,
there were no exchange loss and impairment provision for intangible assets of the Group; (2) the price
regulation fund was decreased by RMB195.8 million as compared with that of 2013; (3) operating
taxes and surcharges were increased by RMB334.8 million as compared with that of 2013.
During the reporting period, the investment income in associates of the Group was RMB310.6 million,
representing an increase of RMB76.707 million or 32.8% as compared with that of 2013, which was
mainly due to fact that during the reporting period: (1) the investment return on Shaanxi Future
Energy Chemicals Co., Ltd. of RMB95.351 million; (2) the investment return on Huadian Zouxian
Power Generation Co., Ltd. was decreased by RMB14.19 million compared with that of 2013.
During the reporting period, the Groups other income was RMB2.3822 billion, representing an
increase of RMB1.3616 billion or 133.4% as compared with that of 2013. During the reporting period,
this was mainly due to (1) implementation of wealth management business increased the interest
income by RMB346.6 million compared with that of 2013; (2) foreign exchange gains of RMB154
million during the reporting period; (3) impairment provision for accrued intangible assets of
RMB731.3 million reversed from the previous year during the reporting period.
During the reporting period, the Groups net cash inflow from operating activities was RMB4.1718
billion (RMB2.2011 billion net cash outflow from operating activities in 2013). This was mainly due to
the fact that the Groups net cash inflow from operating activities was increased compared with that of
2013 through coal marketing reinforcement, strict controls of cash disbursement and other measures
during the reporting period.
During the reporting period, the Groups net cash outflow from investing activities was RMB8.5348
billion, representing a decrease of RMB4.9696 billion or 36.8% as compared with that of 2013. This
was mainly due to the fact that: (1) the decrease of assets acquisition and equity investment resulted
in a decrease of net cash outflow by RMB4.6303 billion as compared with that of 2013; (2) the change
of bank guarantee deposit and restricted cash resulted in a decrease of net cash outflow by RMB332.9
million as compared with that of 2013.
During the reporting period, the Groups net cash inflow from financing activities was RMB8.6921
billion, representing a decrease of RMB4.5948 billion or 34.6% as compared with that of 2013.
This was mainly due to the fact that: (1) cash for payment of dividends decreased by RMB1.6723
billion as compared with that of 2013; (2) cash for payment of debt decreased by RMB5.6553 billion
as compared with that of 2013; (3) cash from issuance of notes and perpetual bonds increased by
RMB8.2586 billion as compared with that of 2013; (4) cash from bank loan decreased by RMB12.7303
billion as compared with that of 2013; (5) RMB1.3735 billion paid to repurchase the CVR; (6)
RMB5.9958 billion repayment for the notes issued in the previous years.
In 2014, the Groups principal source of capital was the cash flow from operations, bond issuance and
bank loans. The Group has utilized its capital mainly for the payment of operating expenses, purchase
of property, machinery and equipment, payment of dividends to the Shareholders, payment of the
acquisition of assets and equities.
The Groups capital expenditure for the purchase of property, machinery and equipment for the year
2014 was RMB5.4041 billion, representing a decrease of RMB3.7401 billion or 40.9% as compared with
RMB9.1442 billion in 2013, which was mainly due to the decrease of the construction investments on
the Groups new projects.
1) The following table sets out the Research and Development expenditure
The Group aims to optimize and upgrade industrial structure and emphasize on achieving
breakthroughs of core technology. The Group will adhere to the principle of collaboration
with external parties, integrating complementary industries, promoting innovation, achieving
breakthrough in key technologies and striving for rapid development. The Group also advocates
the innovative development strategy through which to realize automated operation, switch to
high-value products, achieve independence in technology and achieve IT-based management,
low-carbon development as well as international standard operation to enhance the Groups
capability for independent innovation and make the Group an innovative enterprise.
In 2014, the Group spent RMB33.929 million in research and development and completed more
than 45 scientific and technological achievements, of which 25 achievements reached advanced
international standards, obtained 25 technological patents and received 65 technological rewards
at the provincial and ministerial levels.
(6) Others
Not applicable.
2) Implementation status of the Groups long-term business model, development strategies and
operating scheme
For details of the Groups long-term business model, development strategies and operating
scheme, please refer to related information in Chapter 3 Chairmans statement of this annual
report.
In 2014, the sales volume of salable coal and methanol reached 123.1 million tonnes and 0.66
million tonnes, respectively, realizing the operating scheme which was developed in the early
period of 2014.
Percentage
Closing amount of 2014 Closing amount of 2013 of increase/
Percentage to Percentage to decrease
total assets total assets in closing
RMB000 in 2014 (%) RMB000 in 2013 (%) amount (%)
At the end of the reporting period, the Groups bank deposit and cash was RMB15.0419 billion, representing
an increase of RMB4.1193 billion or 37.7% as compared with that of the beginning of 2014. This was mainly
due to the fact that: (1) the Group raised fund of RMB14.3357 billion through issuance of corporate bonds,
short-term notes, etc.; (2) during the reporting period, the Company carried out repo financing and raised
fund of RMB1.4 billion; (3) repayment of bank loans, short-term notes and non-public issuance of financing
instrument, totaling RMB11.2750 billion; (4) during the reporting period, the Company provided entrusted
loan of RMB1.25 billion to Shaanxi Future Energy Chemical Co., Ltd. (Future Energy).
At the end of the reporting period, the Groups prepayment and other receivables was RMB7.2193 billion,
representing an increase of RMB1.9597 billion or 37.3% as compared with that of the beginning of 2014.
This was mainly due to the fact that: (1) the prepayment was increased by RMB734.6 million as compared
with that of the beginning of 2014; (2) during the reporting period, the Company provided entrusted loan to
Shaanxi Futures Energy Chemical Co., Ltd. in the amount of RMB1.25 billion.
At the end of the reporting period, the Groups securities investment was RMB388.8 million, representing an
increase of RMB177.2 million or 83.8% as compared with that of the beginning of 2014. This was mainly due
to the fact that: (1) the share values of Shanghai Shenergy Co. and Jiangsu Lianyungang Port Co. held by the
Group were increased by RMB69.714 million and RMB6.835 million, respectively, due to increase in their
share prices; (2) the Company contributed RMB100.7 million to Ordos South Railway Co., Ltd. during the
reporting period.
At the end of the reporting period, the Groups investment in joint ventures was RMB130.9 million,
representing a decrease of RMB357.5 million or 73.2% as compared with that of the beginning of 2014. This
was mainly due to the loss of Middlemount coal mine of Yancoal Australia.
At the end of the reporting period, the Groups bills payable and accounts payable were RMB4.0372 billion,
representing an increase of RMB1.3205 billion or 48.6% as compared with that of the beginning of 2014.
This was mainly due to the increase of bills payable of RMB1.7512 billion.
At the end of the reporting period, the Groups CVR was decreased by RMB1.4087 billion or 100.0% as
compared with that of the beginning of 2014. This was mainly due to CVR repurchases paid to the original
shareholders of Gloucester (excluding Noble Group) during the reporting period.
At the end of the reporting period, the Groups perpetual capital bonds were RMB2.5215 billion. This was
mainly due to the issuance of perpetual bonds during the reporting period.
2. Assets measured by fair value and changes on measurement attributes for main assets of the Company
Financial assets
Available-for-sale financial assets 211,560 388,763 177,203
Sub-total of financial assets 211,560 388,763 177,203
Financial liability
CVR 1,408,729 -1,408,729
Futures investment 664 664
Sub-total of financial liability at fair value 1,408,729 664 -1,408,065
Not applicable.
3. Other information
As at 31 December 2014, the equity attributable to the equity holders of the Company and the bank
loans amounted to RMB38.7258 billion and RMB61.4381 billion respectively, representing a debt to
equity ratio of 158.6%.
For detailed information on borrowings, please refer to Note 35 of the financial statements prepared
under IFRS or items 8, 20, 29-32 and 38 of Note VI of the financial statements prepared under CASs.
For details of the contingent liabilities, please see Note 54 of the Financial Statements prepared under
the IFRS.
In 2014, adversely affected by the continuous low coal price, through full expansion of Three Reductions and
Three Enhancements and Internal Marketization to decrease costs and improve efficiency significantly, the
Group realized stable increase in coal production, coal sales volume, assets scale and operation quality under
the adverse situation and enhanced the capability of resisting risks. The construction of new projects went
smoothly, which laid a foundation for their potential development. Issuance of convertible hybrid bonds by
Yancoal Australia optimized the debt structure and resumed its financing ability. The Group has advantages in
management, technology and brand. The business segments of the Group at home and abroad both have shown
sound development trend, which further enhanced the core competitiveness of the Group.
1. Overall analysis of the Groups external equity investment during the reporting period
(All the financial data listed in this section were calculated under CASs)
In 2014, the external equity investments made by the Group amounted to RMB5.7995 billion. The
relevant information of projects invested is set out as follows:
Total
investment The Groups The Companys
amount of investment equity interest
Projects of external projects (RMB amount (RMB Name of the in the invested
No. equity investment 100 million) 100million) invested company Main business company
Note: For the above table, the foreign exchange rate was calculated at AUD1=RMB5.2238.
(2) Shares of other listed companies held by the Company as at the end of the reporting period
Changes in
Book value Gains or losses shareholders
Cost of initial Percentage at the end of during the equity during
Stock investment of ownership the reporting reporting the reporting Accounting
Stock code abbreviation (RMB) (%) period (RMB) period (RMB) period (RMB) items
Note: During the reporting period, the non-public issuance of the shares of Jiangsu Lianyungang Port Co., Ltd.
was completed. Its total share capital increased to 1.0152 billion shares.
Source of Shenergy shares: agreement for the transfer of public corporate shares in 2002, bonus issue
shares in 2003 and subscription of placement shares in 2010 with its own fund and shares dividend in
2010.
Source of Lianyungang shares: subscription of shares of promoters upon the establishment of the
Company and shares dividend in 2007 and 2011.
Yankuang Group Finance 1.250 25 3.103 0.310 Long-term equity Capital investment
Company Limited investment
Shandong Zoucheng Jianxin 0.090 9 0.09 Available-for-sale Capital investment
Rural Bank financial asset
Yanzhou Coal, Yankuang Group and China Credit Trust Co., Ltd jointly established Yankuang Group
Finance Company Limited on 13 September 2010. The registered capital of Yankuang Group Finance
Company Limited was RMB500 million, of which Yanzhou Coal contributed RMB125 million in
cash, representing an equity interest of 25%. As approved at the first meeting of the sixth session
of the Board on 20 June 2014, Yanzhou Coal and other shareholders of Yankuang Group Finance
increased the registered capital of Yankuang Group Finance from RMB500 million to RMB1 billion
in proportion to their original shareholdings in Yankuang Group Finance, of which Yanzhou Coal
contributed RMB125 million.
Yanzhou coal, China Construction Bank Limited and eight other companies jointly established
Shandong Zoucheng Jianxin Rural Bank Company Limited in 2011. The registered capital of
Zoucheng Rural Bank is RMB100 million, of which Yanzhou Coal contributed RMB9 million,
representing an equity interest of 9%.
There was no trading of other listed companies shares made by the Company during the reporting
period.
For details of commissioned financing, please refer to the section headed V. Material Contracts and
Performance under Chapter 5 Significant Events in this report.
Yanzhou Coal Yulin Neng Hua RMB500 million 8 years 4.585% Construction of Yes RMB500 million has Nil
Company Limited methanol project been recovered
Yanzhou Coal Yulin Neng Hua RMB1.5 billion 8 years 4.585% Construction of Yes RMB600 million has Nil
Company Limited methanol project been recovered
Shanxi Tianhao Chemicals RMB190 million 5 years 6.40% Construction of No No Nil
Company Limited methanol project
Yanmei Heze Neng Hua RMB529 million 5 years 6.40% Supplement for working capital No RMB529 million has RMB1,608,000
Company Limited been recovered
Yanmei Heze Neng Hua RMB600 million 5 years 6.40% Expenditure of No No RMB38,740,000
Company Limited projects construction
Yanzhou Coal Ordos Neng Hua RMB1.95 billion 5 years 6.45% Consideration of Zhuan No RMB1.95 billion RMB121,233,000
Company Limited Longwan mining rights has been recovered
Yanmei Heze Neng Hua RMB1.7 billion, of which 5 years 6.40% Construction of Zhaolou No No RMB52,718,000
Company Limited RMB890 million has power plant project
been withdrawn
Yanzhou Coal Ordos Neng Hua RMB200 million 3 years 6.15% Supplement for working capital No No RMB12,447,000
Company Limited
Yanzhou Coal Ordos Neng Hua RMB2.8 billion 5 years 6.40% Acquisition of Wenyu coal mine No No RMB180,787,000
Company Limited
Yanzhou Coal Ordos Neng Hua RMB1.9 billion 5 years 6.40% Construction of methanol project No No RMB122,677,000
Company Limited
Yanzhou Coal Ordos Neng Hua RMB2.592 billion 5 years 6.40% Consideration of Zhuan No RMB710 million RMB165,314,000
Company Limited Longwan mining rights has been recovered
Yanzhou Coal Ordos Neng Hua RMB630 million 3 years 6.15% Acquisition of 20% equity No No RMB39,207,000
Company Limited Inner Mongolia Xintai Coal
Mining Co., Ltd.
Shandong Yanmei Rizhao Port Coal RMB 100 million 1 year 6.00% Supplement for working capital No No RMB1,400,000
Storage and Blending
Company Limited
Shandong Yanmei Rizhao Port Coal RMB 100 million 1 year 6.00% Supplement for working capital No No RMB1,233,000
Storage and Blending
Company Limited
Shandong Yanmei Rizhao Port Coal RMB50 million 1 year 6.00% Supplement for working capital No No RMB383,000
Storage and Blending
Company Limited
Shaanxi Future Energy RMB 1.25 billion 1 year 6.00% Supplement for working capital No No RMB26,425,000
Chemical Co., Ltd.
Note:
1. The Companys entrusted loans have been approved in accordance with the relevant legal procedures and
all the borrowers are wholly-owned or controlled subsidiaries, or associated companies of the Company,
therefore, the source of the above mentioned entrusted loans was the Companys self-owned fund, which
was neither subject to any pledges or guarantors nor to any contentious matters.
2. The entrusted loan (RMB 190 million) to Shanxi Tianhao Chemicals Company Limited has been overdue
and the Company recognized full amount of assets impairment in respect of the said entrusted loan. The
other entrusted loans have not been overdue and have no relation to the accruement of assets impairment.
As approved at the general manager working meeting held on 22 January 2007, Shanxi Neng Hua
provided RMB200 million entrusted loan to Shanxi Tianhao Chemicals Company Limited, the details
of which are shown in the following table:
Note:
1. The entrusted loan involving Shanxi Neng Hua has been approved in accordance with the relevant legal
procedures and the borrower is a controlled subsidiary of Shanxi Neng Hua, therefore, the entrusted loan
should not be considered as a connected transaction. The source of above mentioned entrusted loan was
Shanxi Neng Huas self-owned fund, which was neither subject to any pledges or guarantors nor to any
contentious matters.
2. The entrusted loan to Tianhao Chemicals has been overdue and Shanxi Neng Hua recognized full amount
of assets impairment in respect of the said entrusted loan.
There were no other investment financing and investment in derivatives during the reporting period.
For details of the investment in derivatives during the reporting period, please see Note 44 of the
financial statements prepared under the IFRS or Note VI.8 of the financial statements prepared under
CASs.
In 2014, the Group issued RMB5 billion corporate bonds, RMB5 billion short-term financing notes,
USD300 million perpetual bonds and RMB2.5 billion non-public issuance of financing instruments,
raising RMB1.4 billion for share repurchase. For detailed information of the use of fund raised,
please refer to the section headed II. Securities Issuance under Chapter 6 Changes in Shares and
Shareholders.
Not applicable.
Not applicable.
Not applicable.
Unit: RMB000
1. Controlled companies
Yulin Neng Hua Energy and chemicals Methanol 1,400,000 2,210,064 1,122,863 325,115
Shanxi Neng Hua Energy Coal 600,000 833,628 -17,597 -3,060
Heze Neng Hua Energy Coal 3,000,000 5,507,925 3,554,194 319,639
Ordos Neng Hua Energy and chemicals Coal and methanol 8,100,000 19,120,432 6,165,253 -279,877
Yancoal Australia Energy Coal AUD3,10556 billion 37,488,032 12,479,211 -1,846,546
Yancoal International Investment Investment projects USD689.31 million 18,077,944 3,184,218 -452,976
management management and coal
and energy
Shandong Zhongyin Logistics Logistics and trade Coal and mining equipment. 300,000 675,660 314,980 14,980
and Trade Co., Ltd. sales, storage, etc
Hua Ju Energy Power generation Power and heat 288,590 1,287,193 1,169,071 117,767
Shandong Yanmei Transportation Shipping by river 5,500 37,904 19,990 6,276
Shipping Co., Ltd. of goods
Zhong Yan Trading Co., Ltd. Trade Trade and storage 2,100 9,907 7,430 77
of Qingdao Bonded Area
Inner Mongolia Haosheng Energy Coal 800,000 1,711,081 734,120 -20,996
Coal Mining Co., Ltd.
Shandong Coal Trading Service Coal trading 100,000 264,784 90,191 -6,358
Center Co., Ltd.
Shangdong Yanmei Rizhao Trade Trade and storage 300,000 1,321,296 332,070 19,437
Port Coal Storage and
Blending Co., Ltd.
Zhongyin Financial Financial leasing Lease and financial leasing 500,000 1,530,628 503,993 3,993
Leasing Co., Ltd.
Duanxin Investment Holding Investment Project investment, investment . 10,000 10,000 10,000 0
(Beijing) Co., Ltd. management, etc
2. Associated companies
Huadian Zouxian Power Power Generation Power and heat 3,000,000 6,060,060 3,962,524 614,345
Generation Company Limited
Yankuang Group Finance Finance Finance service 1,000,000 6,714,906 1,241,234 123,800
Company Limited
Shaanxi Future Energy Energy chemical Coal and coal liquefaction 5,400,000 13,001,286 5,826,254 381,402
Chemical Co., Ltd
Yancoal Australia
Yancoal Australia experienced a loss of RMB1.8465 billion in 2014 as compared with loss of RMB4.9784
billion in 2013. The main reasons for the significant loss reduction were: (1) There was reversal of
impairment loss of intangible asset of RMB731.3 million during the reporting period as compared with the
accrued impairment loss of intangible asset of RMB2.0522 billion in the same period of last year, which
increased the net income by RMB1.9485 billion on YOY basis.(2) There was currency exchange gain of
RMB157.6 million during the reporting period as compared with the currency exchange loss of RMB2.2187
billion in the same period of last year, which increased the net income by RMB1.6634 billion on YOY
basis. (3) The decrease of average coal sales price led the decrease of net income by RMB1.6383 billion. (4)
Effective measures reduced coal sales cost, which increased the net income by RMB1.0567 billion on YOY
basis.
For detailed information of the operation of Yancoal Australia, please refer to the section headed (I).
Operational Analysis by Industries, Products or Regions in this chapter.
As at the end of the reporting period, the Group did not have any special purpose bodies.
The Groups capital expenditure for the year 2015 is expected to be RMB9.6866 billion, which is mainly sourced from
the Groups internal resources, bank loans and bond issue.
The capital expenditure for the year 2014 and the estimated capital expenditure for the year 2015 of the Group are set
out in the following table:
The Group possesses relatively sufficient cash and financing facilities, which are expected to meet the operation and
development requirements.
It is expected that the world economy in 2015 will tend to be differentiated. The geopolitics fluctuation has been
increasing. The world energy, such as coal industry, is anticipated to remain the trend of downturn. Affected by decrease
overseas demand and insufficient domestic demand, Chinas economy has showed a distinct continuous downturn.
Furthermore, the state government takes strict measures to control smog, cut down excessive production capacity and
adjust industrial structures. All these factors lead to the increasing operating difficulties of coal industry in China. The
Group will continue the research on the trend of global economy and industrial development, formulate effective risk
prevention and control strategy in a scientific way, give play to the synergy of two markets and two resources at home
and abroad, rely on the advantage of four stock exchanges where its shares are listed, explore combined development
strategy of entity industries and financial industries in a prudent manner, thus strive to transform the risks in the
economic operation to the opportunities for industrial upgrading of the Group.
Affected by industrial structure adjustment, concentrated release of production capacity, ongoing and severe over-
supply and sluggish downstream demand, downward pressure on the product price of the Group remains great. It
has become more and more difficult in making profit from operations and the operating pressure unprecedentedly
increases. In view of thus risks, the Group will take various measures to achieve stable sales volume and ensure profits by
reducing cost and exploiting potentialities internally, expanding market and improving efficiency externally, profoundly
optimizing market layout, innovating marketing model, expanding market space and enhancing market development,
flexibly implementing marketing strategy and products mix optimization, improving quality of the products and after-
sales services.
Coal mining, coal chemical and power generation are the three main business sectors of the Group. All of them are
of high hazardous nature and of complex uncertainties affecting safe production. Thus the Group faces a high risk of
production safety. The Group will establish a security control-oriented system with distinct liability and obligation,
formal procedure, synergetic and high efficient result and forceful control to strengthen risk pre-control management,
conduct safety accountability assessment in a stringent manner and ensure safe and high-efficient production. In 2014,
the Group realized safety production of million tonnes of raw coal with zero fatality rate.
The Group is in the peak of loan repayment. We are in need of fund, but the cash flow is insufficient due to the
unremittingly falling of coal price. Thus we face the risks of debt repayment, financing cost increasing and greater
financing difficulties. The Group established special Funds Management Committee to strictly control fund in a holistic
way. The Group will proactively make use of various financing platforms to reduce financing cost by different channels,
guarantee fund requirement, optimize debt structure, to effectively mitigate risks arising from debt financing.
The construction projects of the Group cover wide areas with great investment amount. Several projects in progress
are in the process of performing the procedure for approval. Thus we face the risk in extension of approval and
construction. To prevent such risks, the Group formulate time schedule for these projects under construction to
accelerate procedures approval process and ensure smooth development of these projects. Moreover, the Group
enhances The Three Controls: investment, construction period and quality to ensure projects to be put into
commercial production on time and achieve prospective profit.
(I) Boards Analysis and Explanation on Reasons for Changes in Accounting Policies, Accounting
Estimates or Accounting Methods
In accordance with Accounting Standards for Business Enterprises such as long-term equity investments and
presentation of financial statements promulgated by the Ministry of Finance of the PRC, as approved at the second
meeting of the sixth session of the Board held on 22 August 2014, the Group decided to implement the above nine
accounting standards since mid 2014 in advance.
This change in accounting policies had no significant influence on the Groups asset, liability, profit or loss
and cash flow under the PRC accounting standards. It had no impact on the financial statements of the Group
prepared in accordance with IFRS.
For detailed information, please refer to the 2014 Interim Report of the Company dated 22 August 2014, which
was posted on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company.
(II) Boards Analysis and Explanation on Reasons for Amendments to Previous Significant
Accounting Errors and Impacts
Not Applicable.
Pursuant to the provisions of the No.3 Guideline for the Supervision of Listed Companies-Cash Dividend
Distribution of Listed Companies issued by Chinas Securities Regulatory Commission, as approved at the 2013
annual general meeting held on 14 May 2014, where policies for cash dividend were amended in the Article,
specifying that In the event that conditions for distribution of cash dividend are met, cash dividend shall be
distributed prior to share dividend.
The cash dividend policy was specified in the Articles as follows: the calculation of profit after tax of the Company
for an accounting year was based on the financial statements prepared in accordance with the CASs, IFRS or
overseas accounting standard under which the shares were traded. The Company will choose the lowest profit
after tax under the above accounting policies when paying the dividend. The dividends shall be paid in the
form of cash, shares or a combination of cash and shares. In the event that conditions for distribution of cash
dividend are met, cash dividend shall be distributed prior to share dividend. Final dividends shall be paid once
a year. The shareholders shall by way of an ordinary resolution authorize the board of directors to declare and
pay final dividends. The Company may distribute interim cash dividends upon obtaining approval from the
board of directors and the shareholders at general meeting. There should at least be a 6-month accounting
period interval when the Company distributes cash dividends. On the premise of securing the Companys
sustainable development and provided that the Company has recorded a profit in a particular year and that its
accumulated undistributed profit is positive, the Companys cash dividends shall account for approximately 35%
of the Companys net profit after statutory reserve for that particular year, unless the Company has scheduled
significant investments or significant cash requirements. On the premises that the Companys operation is in good
condition and that the Board considers the distribution of share dividends is beneficial to the overall interest of all
shareholders of the Company due to a mismatch between the Companys stock price and its scale of share capital
and in other necessary circumstances, the Company may distribute dividends in the form of shares.
The 2013 annual general meeting of the Company held on 14 May 2014 approved the Companys dividend
distribution plan, which allowed the Company to distribute 2013 cash dividends of RMB98.368 million (tax
inclusive) to the Shareholders, i.e., RMB0.02 per share (tax inclusive). As at the date of this annual report, the 2013
cash dividends have been distributed to the Shareholders.
In return for the long-term support of the Shareholders, in accordance with the Companys persistent dividend
policy, the Board proposed to declare a cash dividend payable of RMB98.368 million (tax inclusive), being
RMB0.02 per share (tax inclusive) for the year 2014. This dividend distribution plan shall be submitted to the
Shareholders for consideration at the 2014 annual general meeting and then distributed to all the Shareholders
within 2 months (if approved).
According to the Articles, cash dividends shall be calculated and announced in RMB.
(III) Cash Dividends Scheme or Plan, Capital Reserve Transferred To Share Capital Scheme or
Proposal for the Past Three Years
Net profit
attributable to the Percentage of
equity holders net profit
of the company (%) attributable
Amount of in the consolidated to the equity
cash dividends Amount of statements during holders of the
for every 10 cash dividends the cash dividend company in the
Year for shares (RMB) (RMB100 million) distribution year consolidated
Cash Dividend (tax inclusive) (tax inclusive) (RMB100 million) statements
Note:
1. In 2013 and 2014, the calculation of the above-mentioned net profit attributable to the equity holders of the Company
is based on the consolidated financial statement prepared in accordance with the IFRS.
2. In 2012, the calculation of the above-mentioned net profit attributable to the equity holders of the Company is based
on the consolidated financial statement prepared in accordance with the CASs.
(IV) Reserves
For details of the changes of reserves for 2014 and distributable reserves as at 31 December 2014, please refer to
Note 40 and Note 56 to the consolidated financial statements herein, which are prepared in accordance with the
IFRS.
The Group endeavors the sustainable development and always integrates social responsibility and requirements into
its overall development. During the reporting period, there were no significant environmental issues or social safety
incidents. For detailed information of social responsibilities concerning environmental protection, safety, etc, please
refer to the 2014 Social Responsibilities Report of the Company, which was posted on the websites of the Shanghai Stock
Exchange, the Hong Kong Stock Exchange and the Company.
The Group adheres to the principles of people oriented and prevention focused. Through measures like innovating
safety management, enhancing safety investigation on site, and increasing safety investment, we maintained
a good record in safety management which outperformed domestic players while lived up to international
standards.
(II) Statement on the Environmental Protection Practice of Listed Companies and their Subsidiaries
in Severely Polluting Industries Specified in the Regulations Made by National Environmental
Protection Authorities
The Group has been actively improving and optimizing the environment and energy management system,
increasing investment in environmental protection and energy conservation technical upgrading, continuously
improving technological process to realize energy saving and consumption reduction and the pollutants emission
standards. The Group paid for guarantee deposits in comprehensive ecological improvement and charges for
disposing pollutants amounting to RMB93.394 million and RMB32.416 million respectively in the reporting
period, realizing energy-saving and cost-reducing and pollutant discharge within standard. The discharge of
greenhouse gases such as CO2 was further decreased. The attainment rate of mine water, smoke and dust and SO2
was 100%. The comprehensive utilization rate of solid waste was 100%. The pollutants have become harmless and
can be reused as resources, which complies with the relevant local requirements on environment.
For the construction projects, the Group has executed environmental management procedure in a stringent
manner, made great effort on the examination, supervision and management of environment impact assessment,
energy saving appraisal and 3 simultaneous projects so that potential problems regarding energy, resources and
environment can be prevented in advance and controlled from the very beginning.
Besides, the Group has established contingency plans for environment protection at all levels. Through improving
emergency equipment and performing emergency drills in a regular way, the Company has further improved the
capacity for prevention and control of environmental pollution events and handling of emergency accidents and
reduced the occurrence of environmental accidents at the largest degree.
The production and operation of the Group complied with the laws and regulations regarding the national
environmental protection, thus there was no imposition of penalty relating to the environmental protection
during the reporting period.
The impacts of exchange rate fluctuations on the Group were mainly reflected in:
1. the overseas coal sales income as the overseas coal sales of the Group are denominated in U.S. dollars and
Australian dollars;
2. the exchange gains and losses of the foreign currency deposits and borrowings;
Affected by the changes in foreign exchange rates, the Group had exchange gain of RMB154 million during the
reporting period. For details of the exchange gain/loss, please see Note 10 of the financial statements prepared
under IFRS or Note VI.49 of the financial statements prepared under the CASs.
To manage foreign currency risks arising from the expected revenue, Yancoal Australia has entered into foreign
exchange hedging contracts with a bank. For details of the foreign exchange hedging contracts, please see Note 44
of the financial statements prepared under IFRS or Note VI.8 of the financial statements prepared under the CASs.
To hedge the exchange losses of USD loan arising from the fluctuation of foreign exchange, Yancoal Australia and
Yancoal International have taken foreign exchange hedging measures to such debt on the accounting basis, which
effectively mitigated the impact of exchange loss on the current profit.
Save as disclosed above, the Group did not take foreign exchange hedging measures on other foreign currencies
and did not plan to further hedge the exchange rate between RMB and foreign currencies.
(II) Taxation
In 2014, the Company and all its subsidiaries incorporated in the PRC are subject to an income tax rate of 25%
on its taxable profits. Yancoal Australia and Yancoal International are subject to a tax rate of 30% and 16.5%,
respectively on their taxable profits.
For details of the employees pension scheme of the Company, please refer to Note 50 to the consolidated financial
statements herein, which are prepared in accordance with the IFRS.
According to the Provision of Labor and Services Agreement (which is referred to in the section headed
IV. Major Connected Transaction under Chapter 5 Significant Events), Yankuang Group is responsible
for providing dormitories to its own employees and the employees of the Group. The Group and Yankuang
Group share the sundry expenses relating to the provision of such dormitories on a pro-rata basis based on
their respective numbers of employees and the amount negotiated by the parties. Such expenses amounted to
RMB137.2 million and RMB80.042 million in 2014 and 2013, respectively.
Since 2002, the Group has been paying to its employees a housing allowance for the purchase of employee
residences, which is based on a fixed percentage of the employees wages. In 2014, the employees housing
allowances paid by the Group amounted to RMB423.337 million in total.
For details of the housing scheme, please refer to Note 51 to the consolidated financial statements herein, which
are prepared in accordance with the IFRS.
(V) Donation
(I) Litigation, Arbitration and Events Called into Question by the Media
1. The dispute arbitration in relation to the performance of the contract execution between Shanxi Neng Hua
and Shanxi Jinhui Coke Chemical Co., Ltd.
In February 2005, Shanxi Nenghua entered into an asset swap contract and a material supply contract
with Shanxi Jinhui Coke Chemical Co., Ltd. (Shanxi Jinhui), according to which, Shanxi Jinhui shall
compensate Tianhao Chemical, the controlled subsidiary of Shanxi Nenghua, its actual losses if Shanxi
Jinhui fail to provide the land for lease, gas, water, electricity supply and rail transportation for the
establishment and production of Tianhao Chemical. In addition, Shanxi Jinhui shall purchase all the equity
interests in Tianhao Chemicals held by Shanxi Neng Hua to compensate the losses at a price not less than
the total investment in Tianhao Chemical as well as the interest on bank loans over the same period, if
Tianchi Chemical is unable to operate continually caused by Shanxi Jinhuis default.
Shanxi Jinhui failed to fulfill the contractual obligations to provide gas, middlings and land supply and
unilaterally suspended the gas supply. As a result, Tianhao Chemicals was unable to operate continually and
subsequently ceased production of methanol in April 2012. In September 2013, Shanxi Neng Hua submitted
the arbitration to Beijing Arbitration Commission, requesting Shanxi Jinhui to purchase all the equity
interests in Tianhao Chemicals held by Shanxi Neng Hua and pay a total of RMB798.8 million comprising
equity transfer and other losses in accordance with the contracts.
In October 2013, Shanxi Neng Hua submitted the application for property preservation to the People's
Court of Xinghualing District, Taiyuan City, Shanxi Province. 39% of equity equivalents of Shanxi Jinhui
Longtai Coal Co., Ltd. held by Shanxi Jinhui was frozen and sealed up.
As at the disclosure date of this report, the case has not yet been concluded.
2. Litigation on Coal Sales Contract between Zhongxin Daxie Fuel Co., Ltd. and the Company
Zhongxin Daxie Fuel Co., Ltd. (Zhongxin Daxie), as the plaintiff, brought a civil litigation against the
Company, as the defendant, at the Shandong Provincial Higher People's Court in September 2013, alleging
a failure by the Company to perform its delivery obligations under a coal sales contract between the parties.
Zhongxin Daxie sued for the termination of the coal sales contract, return of payments for goods and
damage in an amount of RMB163.6 million.
The Company has delivered goods to the third party designated by Zhongxin Daxie after the execution of
the contract and Zhongxin Daxie has settled the payment with the Company. All the obligations have been
fulfilled under the contract.
It was the first instance judgment of the Shandong Provincial Higher Peoples Court that: Zhongxin
Daxies claim was rejected and the litigation fee of RMB0.8602 million shall be borne by Zhongxin Daxie.
On 30 June 2014, the Company received the Notice of Appearance on Appeal from the Supreme Peoples
Court of the Peoples Republic of China (the Supreme Court), the Supreme Court has decided to accept
Zhongxin Daxies appeal of judgment of the first instance judgment of the litigation. For details, please refer
to the announcements in relation to the update on this litigation dated 29 April 2014 and 30 June 2014,
respectively. The above announcements were also posted on the websites of the Shanghai Stock Exchange,
the Hong Kong Stock Exchange, the Companys website and/or China Securities Journal and Shanghai
Securities News.
As at the disclosure date of this annual report, the case has not yet been concluded. So its impacts on the
companys current profit and late profit cannot be determined so far.
There were no other litigation, arbitration and events called into question by the Media except for the above
reported items during the reporting period.
Except for events described under the section headed II. Securities Issuance and Listing under the chapter
headed Chapter 6 Changes in Shares and Shareholders, there is no repurchase, sale or redemption of shares of
the Company or any subsidiary of the Company during the reporting period.
The Company did not have any share incentive scheme during the reporting period.
As approved at the general manager working meeting of the Company held on 24 November 2014, the Company
signed the Equity Transfer Agreement of Inner Mongolia Haosheng Coal Mining Co., Ltd. and Coal Resources
Transfer Agreement of Inner Mongolia Shilawusu Coal Field (collectively, the Equity Transfer and Resource
Transfer Agreements") to acquire 11.59% of equity interests in Haosheng Company and corresponding 150
million tonnes of coal resources in Shilawusu coal field previously held by Inner Mongolia New Yangtze River
Mining Investment Co., LTD., for the total consideration of RMB885.92 million.
To support the highly-purified aluminum project (annual production of 0.042 million tonnes) of Inner Mongolia
New Yangtze River Mining Investment Co., LTD, Inner Mongolia Autonomous Region allocated 150 million
tonnes of coal resources in Shilawusu coal field. As approved by shareholders' meeting of Haosheng Company,
Inner Mongolia New Yangtze River Mining Investment Co., LTD contributed RMB137.42 million to subscribe for
11.59% of equity interests of Haosheng Company through equity capital increase. After equity capital increase, the
equity interest of Yanzhou Coal in Haosheng Company would decrease from 74.82% to 66.16%.
According to the Equity Transfer and Resource Transfer Agreements, New Yangtze River Mining Investment
Co., LTD. shall transfer 11.59% of equity interests in Haosheng Company and 150 million tones of coal resources
allocated to it to Yanzhou Coal. After this transfer, the equity interest of Yanzhou Coal in Haosheng Company will
be increased to 77.75%.
As at the disclosure date of this report, the filing and approval procedures of above acquisition are being
implemented.
The acquisition price is RMB885.92 million, representing 26.3% of the Groups audited total profit of RMB3.3662
billion of 2014 calculated in accordance with the CASs.
(II) Acquisition of 10% Equity Interests of Ashton Coal Mine Joint Venture
On 30 September, 2014, Yancoal Australia invested AUD17.8997 million to acquire 10% equity interest of
Ashton Coal Mine Joint Venture held by ICRA Ashton Pty Ltd. through its wholly owned subsidiary. After the
acquisition, Ashton Mine Joint Venture became a wholly-owned subsidiary of Yancoal Australia.
As approved at the 2013 annual general meeting of the Company held on 14 May 2014, the Company and its
subsidiaries were authorized to carry out domestic and overseas financing activities of an aggregate amount not
exceeding RMB30 billion. And the repo financing was one of the financing methods. On September 29, 2014, the
Equity Investment Special Asset Management Planning Contract of Yanzhou Coal was entered into between the
Company and ICBC Credit Suisse Investment Management Co., Ltd. (ICBC Credit Suisse Investment), agreeing
that Equity Investment Special Asset Management Plan of Yanzhou Coal shall be established through ICBC Credit
Suisse Investment to raise RMB1.4 billion with the subject matter of 46.67% equity of Heze Neng Hua held by
Yanzhou Coal.
For details, please refer to the announcement in relation to the repo financing dated 29 September 2014. The above
announcement was posted on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange, and
the Company and/or China Securities Journal and Shanghai Securities News.
Haosheng Company proposed to invest RMB147.4 million to acquire 5% equity interests of Ordos South Railway
Co., Ltd. (South Railway) previously held by Ejin Horo Banner State-Owned Operation Co., Ltd.. During the
reporting period, Haosheng Company contributed RMB100.7 million to South Railway. Ordos South Railway
was established in September 2010 with registered capital of RMB2.948 billion. Its main scope of business
includes: railways transportation, railway construction, facilities transportation, repair and manufacturing, storage
services, transportation and handling, passenger and freight station services, logistics and mechanical equipment
procurement and supply& marketing. The largest shareholder of South Railway, Hohhot Railway Bureau, holds
45% equity interests. There are two railway lines under the administration of South Railway: starting from Xinjie
to En Gealu till Taolimiao with total length of 175 kilometers; and starting from Alimiao to Etukeqian Banner till
Shanghaimiao with total length of 190 kilometers.
As reviewed and approved at the sixth meeting of the sixth session of the Board held on 23 December 2014, it was
approved to subscribe for up to RMB246.21 million placing shares inQilu Bank at the offering price of RMB3.18
per share. As at the disclosure date of this annual report, related procedures for subscription have being performed
by Qilu Bank Co., Ltd.
For details, please refer to the announcement in relation to the external investment dated 23 December 2014.
The above announcement was posted on the websites of the Shanghai Stock Exchange, the Hong Kong Stock
Exchange, and the Company and/or China Securities Journal and Shanghai Securities News.
Save as disclosed above, there was no other asset acquisition, sales and mergers during the reporting period.
The Groups connected transactions were mainly made with the Controlling Shareholder (including its subsidiaries) in
respect of the mutual provisions of materials and services and other temporary connected transactions.
Upon the restructuring of the Company for listing, the Controlling Shareholder injected its major coal production
and operation assets and related business into the Company, while the remaining businesses and assets of the
Controlling Shareholder continue to provide products, materials and logistics support services to the Company.
In addition, upon the commencement of the official operation of Yankuang Group Finance Company Limited (a
subsidiary of the Controlling Shareholder), it also provides financial services, such as deposits, borrowings and
settlement services, to the Group. As the Controlling Shareholder and the Company are both located in Zoucheng
City, Shandong Province, the Group is able to obtain a steady, stable and continuing source of materials, ancillary
support services, financial and other services from the Controlling Shareholder, which can alleviate the operational
risk, financing cost and financing risk and which in turn benefits the Companys daily operations. The Group
supplies products and materials to the Controlling Shareholder at market prices, thereby ensuring a stable sales
market to the Company. The above connected transactions are necessary and will continue.
At the 2011 annual general meeting held on 22 June 2012, five continuing connected transaction agreements,
namely, the Provision of Material Agreement, Provision of Labor and Services Agreement, Provision
of Insurance Fund Administrative Services Agreement, Provision of Products, Materials and Equipment
Lease Agreement and Provision of Electricity and Heat Agreement, together with the annual caps for such
transactions for the years of 2012 to 2014 had been approved. At the 2013 annual general meeting held on 14
May 2014, the Company approved the amendments to the annual cap for the transactions under Provision
of Products, Materials and Equipment Leasing Agreement for the year 2014. The main ways to determine
transaction price include state price, market price and reasonable pricing. State price has priority when available;
Market price is applied when the state price is not available; Reasonable pricing (reasonable cost plus reasonable
profits) is applied when neither state price nor market price is available. The charge for supplies can be settled
in one lump sum or by installments. The continuing connected transactions made in a calendar month shall
be settled in the following month, except for incomplete transactions or where the transaction amounts are in
dispute.
At the twentieth meeting of the fifth session of the Board held on 21 March 2014, the Company considered and
approved the Financial Services Agreement and Provision of Specific Labor and Services Agreement. The
parties of Financial Services Agreement agreed on the terms of the continuing connected transactions including
the deposits, borrowings, settlement and the annual cap for the transaction for the year 2014. The rates for the
fees to be charged by Yankuang Group Finance Company Limited for the financial services to be provided to
the Group shall be no more than those charged by the major commercial banks in the PRC for the provision of
comparable financial services to the Group. Risk control measures were formulated to ensure the safety of the
funds by regulations. Pursuant to the Provision of Specific Labour and Services Agreement, the Group has
agreed to provide professional services including coal washing and processing services and operation of coal mines
services to Yankuang Group and the annual cap for the transactions for the year 2014. The fees to be charged by
the Group for such services to be provided to the Yankuang Group shall be subject to the market price or state-
prescribed pricing.
The sales of goods and provision of services by the Group to its Controlling Shareholder amounted to
RMB3.0444 billion in 2014. The goods and services provided by the Controlling Shareholder to the Group
amounted to RMB2.998 billion.
The following table sets out the continuing connected transactions of the supply of materials and services
between the Group and the Controlling Shareholder in 2014:
2014 2013
Percentage of Percentage of Increase/decrease
Amount operating Amount operating of connected
(RMB000) income (%) (RMB000) income (%) transactions (%)
The table below shows the effect on the Groups profits from sales of coal by the Group to the Controlling
Shareholder in 2014:
Pursuant to the Provision of Insurance Fund Administrative Services Agreement, the Controlling
Shareholder shall provide free management and handling services for the Group's endowment insurance
fund, basic medical insurance fund, supplementary medical insurance fund, unemployment insurance fund
and maternity insurance fund (the Insurance Fund). The actual amount of the Insurance Fund paid by the
Group for the year 2014 was RMB1.1878 billion.
Pursuant to the Financial Services Agreement, as at 31 December 2014, the balance of deposit and loan of
the Group in Yankuang Group Finance Company Limited was RMB927.3 million and RMB337.7 million,
respectively. In 2014, the Group paid settlement service charge of RMB100,000 to Yankuang Finance
Company Limited.
Save as disclosed above, no other continuing connected transactions of financial services occurred between
the Group and Yankuang Group Finance Company Limited in 2014.
The following table sets out the details of the annual transaction caps and actual transaction amounts for
2014 for the above continuing transactions.
Annual Value of
Type of connected transaction cap for transaction for
No. transaction Agreement the year 2014 the year 2014
(RMB000) (RMB000)
The Companys independent non-executive Directors have reviewed the Groups continuing connected
transactions with the Controlling Shareholder for the year 2014 and confirm that: (1) all such connected
transactions have been: (i) entered into by the Group in its ordinary and usual course of business; (ii)
conducted either on normal commercial terms, or where there are not sufficient comparable transactions
to determine whether they are on normal commercial terms, on terms no less favorable to the Group
than terms available to or from independent third parties; and (iii) entered into in accordance with the
relevant governing agreement on terms that are fair and reasonable and in the interests of the Shareholders
as a whole; (2) the value of the connected transactions stated under the section headed (I). Continuing
Connected Transactions above has not exceeded the annual transaction caps for the year 2014 approved by
independent Shareholders and the Board.
Pursuant to the Hong Kong Listing Rules, the Directors have engaged the auditors of the Company to
perform certain procedures required by the Hong Kong Listing Rules in respect of the continuing connected
transactions of the Group. The auditors have reported to the Directors that the above continuing connected
transactions: (1) have received the approval of the Board; (2) are in accordance with the pricing policies
of the Company; (3) have been carried out in accordance with the relevant provisions of the agreements
governing the transactions; and (4) have not exceeded the relevant annual caps.
At the second extraordinary general meeting of the Company held on 12 December 2014, five continuing
connected transaction agreements, namely, the Provision of Material Supply Agreement, Mutual
Provision of Labor and Services Agreement, Provision of Insurance Fund Administrative Services
Agreement, Provision of Products, Materials and Equipment Leasing Agreement and Provision of
Electricity and Heat Agreement, together with the annual caps for such transactions for the years of 2015
to 2017 had been approved. The main ways to determine transaction price include state price, market price
and actual cost pricing. State price has priority when available; Market price is applied when the state price is
not available; actual cost pricing is applied when neither state price nor market price is available. The charge
for transaction can be settled in one lump sum or by installments. The continuing connected transactions
made in a calendar month shall be settled in the following month, except for incomplete transactions or
where the transaction amounts are in dispute. For details, please refer to the announcement in relation to
daily connected transactions and "Announcement in relation to Resolutions Passed at the 2014 Second
Extraordinary General Meeting" dated 24 October 2014 and 12 December 2014, respectively. The above
announcements were also posted on the websites of the Shanghai Stock Exchange, the Hong Kong Stock
Exchange and the Company and/or China Securities Journal and Shanghai Securities News.
At the seventh meeting of the sixth session of the Board held on 27 March 2015, the Company considered
and approved that: (i) the Company and Yankuang Group Finance Co., Ltd. entered into "Financial Services
Agreement" and determined the annual cap for such transaction for the period from 1 April 2015 to 31
March 2016, applying state-prescribed price as the main pricing way. (ii). the Company and Shandong
Yankuang Security Service Co., Ltd. signed "Coal Train Escort Services Agreement", determining the annual
cap for such transaction for the period from 1 February 2015 to 31 March 2016 and applying reasonable
cost plus reasonable profits as the main ways to determine transaction price. For details, please refer to
the "Announcement in relation to Resolutions Passed at the Seventh Meeting of the Sixth Session of the
Board" dated 27 March 2015 and the announcement in relation to daily connected transactions. The above
announcements were also posted on the websites of the Shanghai Stock Exchange, the Hong Kong Stock
Exchange and the Company and/or China Securities Journal and Shanghai Securities News.
As considered and approved at the first meeting of the sixth session of the Board held on 14 May 2014, the
Company provided the entrusted loans amounting to RMB1.25 billion to Shaanxi Future Energy.
Yankuang Group, the controlling shareholder of the Company, pledged its 30% equity interest in Shaanxi
Future Energy as security in favor of the Company, and undertakes the liability for the full amount of the
entrusted loan unconditionally and irrevocably.
For details, please refer to the announcement in relation to the connected transactions of the Company
dated 14 May 2014. The above announcement was also posted on the websites of the Shanghai Stock
Exchange and the Hong Kong Stock Exchange, the website of the Company and/or China Securities Journal
and Shanghai Securities News.
As considered and approved at the first meeting of the sixth session of the Board held on 14 May 2014, the
Company is approved to make a capital contribution of RMB125 million to Yankuang Group Finance. In
respect of the shareholding structure and main business of Yankuang Group Finance and other details of
this transaction, please refer to the announcement in relation to the connected transactions of the Company
dated 14 May 2014. The above announcement was also posted on the websites of the Shanghai Stock
Exchange and the Hong Kong Stock Exchange, the website of the Company and/or China Securities Journal
and Shanghai Securities News.
The completion of the above mentioned capital increase took place on 20 June 2014. The registered
capital of Yankuang Group Finance were increased to RMB1 billion from RMB500 million following the
completion.
(III) Credit and Debt Obligation between the Group and the Controlling Shareholder are Mainly Due
to the Mutual Sales of Goods and Provision of Services
Balance due from/to the Controlling Shareholder between the Group and the Controlling Shareholder in 2014 is
detailed as follows:
As at 31 December 2014, neither the Controlling Shareholder nor its subsidiaries had occupied the Groups funds
for non-operational matters.
Details of the Groups connected transactions prepared in accordance with the IFRS are set out in Note 48 to the
consolidated financial statements prepared in accordance with the IFRS, or Note XI as prepared in accordance
with the CASs. The various related transactions set out in Note 48 to the consolidated financial statements
prepared in accordance with the IFRS, or Note XI as prepared in accordance with CASs, also constitute continuing
connected transactions in Chapter 14A of the Hong Kong Listing Rules, and the Company confirmed that such
transactions have complied with the relevant disclosure requirements under the Hong Kong Listing Rules.
Other than the material connected transactions disclosed in this section, the Group was not a party to any material
connected transactions during the reporting period.
(I) During the reporting period, the Company has not been involved in any trust arrangement, contract or lease
of any other companies assets or any trust arrangement, contract or lease of the Companys assets to any other
companies that can contribute more than 10% (including 10%) of the total profits of the Company for the year.
(II) Guarantees performed during the reporting period and outstanding guarantees provided in previous years which
extended to the reporting period
Note: The above table is prepared based on CASs and calculated on the formula of USD1=RMB6.1190 and AUD1=RMB5.0174.
1. Information on guarantees that occurred in the previous period but were extended to the current reporting
period:
As approved at the 2011 annual general meeting, Yancoal Australia took a bank loan of USD3.04 billion
for acquisition of equity interests of Yancoal Resources Limited. One tranche of the loan amounting
to USD1.015 billion were due on 17 December 2012. After the repayment of USD100 million, Yancoal
Australia extended the repayment date of the remaining principal amounting to USD45 million for 5 years,
that is to 16 December 2017; USD300 million for 7.5 years, that is to 16 June 2020; and USD570 million for
8 years, that is to 16 December 2020. Another tranche of USD1.015 billion were due on 17 December 2013.
After the repayment of USD100 million, Yancoal Australia extended the repayment date of the remaining
principal amounting to USD45 million for 5 years, that is to 16 December 2018; USD300 million for 7.5
years, that is to 16 June 2021; and USD570 million for 8 years, that is to 16 December 2021. The tranche
of USD1.010 billion were due on 16 December 2014. After the repayment of USD100 million, Yancoal
Australia extended the repayment date of the remaining principal amounting to USD50 million for 5 years,
that is to 16 December 2019; USD300 million for 7.5 years, that is to 16 June 2022; and USD560 million for
8 years, that is to 16 December 2022. As at 31 December 2014, the balance of the above loan was USD2.74
billion. The Company provided the guarantees of USD1.825 billion and RMB6.545 billion to Yancoal
Australia.
As approved at the 2012 second extraordinary general meeting, the Company provided guarantees to its
wholly-owned subsidiary, Yancoal International Resources Development Co., Ltd., for issuing USD1.0
billion corporate bonds in the overseas market.
As approved at the 2012 annual general meeting, the Company issued a bank guarantee of RMB3 billion for
a bank loan of USD455 million benefiting its wholly-owned subsidiary, Yancoal International (Holding)
Company Limited.
As approved at the 2012 annual general meeting, the Company provided guarantees of RMB4.176 billion to
its wholly-owned subsidiary, Yancoal International (Holding) Company Limited, for a bank loan of USD800
million.
A total of AUD299 million performance deposits and performance guarantees, which were needed for
operation of Yancoal Australia and its subsidiaries, have been extended to the reporting period.
As approved at the 2013 annual general meeting of the Company, Yancoal Australia and its subsidiaries
could provide guarantee to subsidiaries, not exceeding AUD500 million, for their daily operation every year.
During the reporting period, there were AUD116 million performance deposits and performance guarantees
in total for daily operation of Yancoal Australia and its subsidiaries.
As approved at the 2012 annual general meeting, the Company provided guarantees of RMB1.36 billion to
its wholly-owned subsidiary, Yancoal International (Holding) Company Limited, for a bank loan of USD200
million.
As approved at the 2012 annual general meeting, the Company provided guarantees to its wholly-owned
subsidiary, Yancoal International Trading Company Limited, for issuing USD300 million perpetual
securities in the overseas market.
As considered and approved at the 2014 first extraordinary general meeting, the Company was to provide
financing guarantee in the credit amount of AUD187 million to Yancoal Australia. During the reporting
period, the Company provided guarantee up to AUD150 million to Yancoal Australia.
Save as disclosed above, there were no other guarantee contracts or outstanding guarantee contracts of the
Company during the reporting period; there were no other external guarantees during the reporting period.
As considered and approved at the twentieth meeting of the fifth session of the Board held on 21 March 2014, the
Company entered into agreements with Zoucheng sub-branch of Agricultural Bank of China Limited, Zoucheng
sub-branch of Industrial and Commercial Bank of China Limited, Zoucheng sub-branch of Bank of China
Limited, Yanzhou coal mining area sub-branch of China Construction Bank Corporation and Jinan Yanshan
sub-branch of Qilu Bank Co., Ltd., respectively on 9 April 2014, to purchase the principal guaranteed wealth
management products from above mentioned five banks with a total amount of RMB4.9 billion by own fund. Each
investment term is 3 months. Types of products are principal-guaranteed and floating income wealth management
product and principal and income guaranteed wealth management product. After the maturity date, the Company
has taken back all principal, as well as the income amounting to RMB63.092 million of the above principal-
guaranteed wealth management products and not involved in the lawsuit.
At the 2014 first extraordinary general meeting of the Company held on 24 October 2014, the Company was
approved to carry out the principal-guaranteed financing business for an aggregate amount not exceeding RMB5.0
billion. (1) On 10 November 2014, the Company entered into agreements with 7 banks, namely, Zoucheng sub-
branch of Agricultural Bank of China Limited, Zoucheng sub-branch of Industrial and Commercial Bank of China
Limited, Zoucheng sub-branch of Bank of China Limited, Jinan Yanshan sub-branch of Qilu Bank Co., Ltd., Jining
branch of Guangdong Development Bank, Jinan Gaoxin sub-branch of Ping An Bank and Guangzhou Zhongshan
Silu sub-branch of Ping An Bank, respectively, to purchase the principal guaranteed wealth management products
from above mentioned 7 banks with a total amount of RMB5 billion by own fund. Each investment term is
3 months. Types of products are principal-guaranteed and floating income wealth management product and
principal and income guaranteed wealth management product. After the maturity date, the Company has taken
back all principal, as well as the income amounting to RMB61.993 million of the above principal-guaranteed
wealth management products and not involved in the lawsuit. (2) On 13 February 2015 and 16 February 2015, the
Company entered into agreements with 6 banks, namely, Zoucheng sub-branch of Agricultural Bank of China
Limited, Zoucheng sub-branch of Industrial and Commercial Bank of China Limited, Zoucheng sub-branch of
Bank of China Limited, Jinan Yanshan sub-branch of Qilu Bank Co., Ltd., Jining branch of Industrial Bank Co.,
Ltd. and Jining branch of Guangdong Development Bank, respectively, to purchase the principal guaranteed
wealth management products from above mentioned 6 banks with a total amount of RMB5 billion by own
fund. Each investment term is 1 month. Types of products are principal-guaranteed and floating income wealth
management product and principal and income guaranteed wealth management product. After the maturity
date, the Company has received all principal, as well as the income amounting to RMB19.775 million of the above
principal-guaranteed wealth management products and not involved in any lawsuit.
For details, please refer to the announcements in relation to the purchase of wealth management products dated 9
April 2014, 10 November 2014, 13 February 2015 and 16 February 2015, respectively. The above announcements
were also posted on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange, the Companys
website and/or China Securities Journal and Shanghai Securities news.
Save as disclosed in this chapter, the Company has not been a party to any material contracts during the current
reporting period.
During the reporting period, the Company engaged Shine Wing Certified Public Accountants (special general
partnership) (CPA in the PRC, excluding Hong Kong, hereinafter referred to as Shine Wing Certified Public
Accountants), Grant Thornton (including Grant Thornton (special general partnership) and Grant Thornton Hong
Kong Limited) (overseas, HKCPA) hereinafter referred to as Grant Thornton) as its domestic and international
auditors, respectively.
As approved at the 2013 annual general meeting on 14 May 2014, the Company engaged Shine Wing Certified Public
Accountants and Grant Thornton as its domestic and international auditors of the Company for the year 2014.
During the reporting period, Shine Wing Certified Public Accountants was responsible for the examination and
appraisal of the efficiency of internal control of the financial statements of the Company; Grant Thornton was
responsible for the examination and appraisal of whether the internal control system of the Company was in compliance
with the requirements of the US Sarbanes-Oxley Act.
During the reporting period, as approved at the general meeting, the Board was authorized to determine and pay the
auditors remuneration. The Company was responsible for auditors on-site audit accommodation and meal expenses,
but not for any other related expenses, such as travelling expenses.
The Auditors remuneration of the Group for the years 2014 and 2013 are listed as follows:
Fees for annual auditing and reviewing financial statements RMB4.68 million RMB4.68 million
Fees for annual auditing and evaluation of the internal AUD1.35 million AUD1.35 million
control system of Yancoal Australia
The Board is of the view, other than the annual auditing fees, the other services fee paid by the Group to the reporting
accountants will not have any impact on the independency of the auditors opinion.
Shine Wing has been the Companys domestic auditors since June 2008 and Grant Thornton has been the Companys
international auditors since December 2010.
Deadline for
Undertaker Undertakings performance Performance
Transfer of the mining right of Wanfu Within 12 months Such performance has
coal mine when Yankuang Group not been completed yet.
In 2005, the Company acquired obtained the mining (Currently Yankuang Group
equity interests of Heze Neng Hua right of Wanfu coal mine is applying for the mining
held by Yankuang Group. At that right of Wanfu coal mine)
time, Yankuang Group made such
undertaking that: the Company had
the right to acquire the mining right
of Wanfu coal mine once obtaining
such mining right is obtained 12
months later.
Not reducing shareholding in the Within 6 months after Such performance has been
Company during the period of the the completion of the completed.
implementation of the Further increase plan, i.e. before
Increase Plan and within the statutory 24 March 2014
period
Yankuang Group has increased its
shareholding in the Company,
amounting to 180 million H
shares, through its wholly-owned
subsidiary incorporated in Hong
Kong on 9 September 2013 and 24
September 2013, respectively. The
increase plan was completed on 24
September 2013. Yankuang Group
undertook that it will not reduce its
shareholding in the Company during
the period of the implementation of
the Further Increase Plan and within
the statutory period.
The undertaking made in the Within three months Such performance has been
abnormal price fluctuation after the disclosure date completed.
announcement of the announcement,
In the announcement of the Company i.e. before 13 August
dated 13 May 2014, Yankuang 2014.
Group undertook that it will not
contemplate any material events
including but not limited to: major
assets restructuring, issue of shares,
acquisition of public companies,
debt restructuring, business
restructuring, assets stripping and
assets injecting for at least three
months.
For the details of the amendment to the Articles, please refer to the paragraph headed I. Corporate Governance under
the chapter headed Chapter 8 Corporate Governance in this annual report.
As considered and approved at the fifth meeting of the sixth session of the Board held on 7 November 2014, the
Company increased its capital contribution by RMB5 billion in Ordos Neng Hua, a wholly-owned subsidiary of the
Company. The modification procedures of Ordos Neng Hua were completed on 27 November 2014. The registered
capital increased from RMB3.1 billion to RMB8.1 billion.
As considered and approved at the general manager working meeting of the Company held on 19 January 2015, the
Company increased its capital contribution by RMB267 million in Shanxi Neng Hua, Upon completion, the registered
capital increased from RMB600 million to RMB867 million. As at the disclosure date of the report, the modification
procedures of Shanxi Neng Hua were in progress.
As considered and approved at the general manager working meeting of the Company held on 6 March 2014, the
Company and Yancoal International jointly established Zhongyin Financial Leasing Co., Ltd on 20 May 2014. The
Company holds 75% equity interests in Zhongyin Financial Leasing Co., Ltd and the remaining 25% equity interests are
held by Yancoal International. Zhongyin Financial Leasing Co., Ltd is mainly engaged in leasing and financial leasing
businesses.
As considered and approved at the sixth meeting of the sixth session of the Board held on 23 December 2014, the
Company and Yancoal International increased the capital contribution by RMB1.5 billion in Zhongyin Financial
Leasing Co., Ltd in proportion to the shareholding. Thereafter, the registered capital increased from RMB500 million to
RMB2 billion. As at the disclosure date of the report, the modification procedures of Zhongyin Financial Leasing were in
progress.
As considered and approved at the general manager working meeting of the Company held on 14 March 2014, the
Company established Shandong Zhongyin Logistics and Trade Co., Ltd. on 21 May 2014, with registered capital of
RMB300 million. Its main scope of business includes: sales of coal, mining equipment, accessories, material, etc; storage,
leasing, international trade agent and development, consultation and promotion of science and technology in coal
mines.
As considered and approved at the general manager working meeting of the Company held on 18 August 2014,
the Company established Duanxin Investment Holding (Beijing) Co., Ltd. on 17 November 2014, with registered
capital of RMB10 million. Its main scope of business includes: project investment, business management, investment
management, consultation of business management and investment.
XIV.During the reporting period, the Company and its Directors, Supervisors, senior management, Shareholders holding
more than 5% of shares of the Company, actual controlling persons have not been investigated by the relevant
authorities or imposed compulsory measures by judiciary department, or been transferred to judicial bodies or be held
criminally liable by the relevant authorities and judicial departments nor have any of them been inspected or punished
by the CSRC, banned from entering the securities markets, criticized in the form of circulating a notice, confirmed as
not fit or proper persons, be publicly reprimanded by other administrative departments and the stock exchanges.
During the reporting period, the total number of shares and the capital structure of the Company remained the same.
As at 31 December 2014, the share capital structures of the Company are as follows:
Shares Percentage
As at the latest practicable date prior to the issue of this annual report, according to the information publically available
to the Company and within the knowledge of the Directors, the Directors believe that during the reporting period, the
public float of the Company is more than 25% of the Companys total issued shares, which is in compliance with the
requirement of the Hong Kong Listing Rules.
Examination and approval procedures Approved at the 2012 second extraordinary general meeting Approved at the 2012 first extraordinary general meeting of
of the Company held on 23 April 2012 the Company held on 8 February 2012 and ratified by CSRC
(Zhengjianxuke [2012] No.592)
Issuer Yancoal International Resources Development Co., Ltd. Yanzhou Coal Mining Co., Ltd.
Issue date 9 May 2012 23 July 2012
Interest rate 4.461% 5.73% 4.20% 4.95%
Issue price
Amount of issue USD450 million USD550 million RMB1 billion RMB4 billion
Approved amount of shares to be listed USD450 million USD550 million RMB1 billion RMB4 billion
Date and place of listing traded on the Hong Kong Stock Exchange on 17 May 2012 traded on the Shanghai Stock Exchange on 15 August 2012
Maturity date 16 May 2017 16 May 2022 23 July 2017 23 July 2022
Guaranteed by Yanzhou Coal Mining Co., Ltd. Yankuang Group Co., Ltd.
Net proceeds USD991.2 million RMB4.95 billion
Use of proceeds Replenishment of working capital Replenishment of working capital
Total amount of proceeds that has been USD991.2 million RMB4.95 billion
used in 2012
Total accumulated amount of proceeds USD991.2 million RMB4.95 billion
that has been used
Date and credit rating of tracked ratings 30 June 2013 30 September 2013
S &Ps: BB+ Rating outlook: stable Dagong Global: AAA
Moodys: Ba1 Rating outlook: stable Rating outlook: stable
Fitch: BBB- Rating outlook: negative
Changes in bond No change No change No change No change
Principal payment in this year Nil Nil Nil Nil
Interest payment in this year USD20.0746 million USD31.515 million RMB42 million RMB198 million
Whether the principal or interest payment No No No No
breached the contract
Whether the principal or interest payment No No No No
will have the risk of reimbursement
schedule in the future
Significant litigations affected by No No
reimbursement schedule of bonds
Examination and approval Considered and approved at the 2012 Considered and approved at the 2012
procedures annual general meeting of the Company annual general meeting of the Company
held on 15 May 2013 held on 15 May 2013
Issuer Yanzhou Coal Mining Co., Ltd. Yanzhou Coal Mining Co., Ltd.
Issue date 12 November 2013 25 December 2013
Interest rate 6.0% 6.80%
Issue price RMB100/par value RMB100 RMB100/par value RMB100
Amount of issue RMB5 billion RMB1 billion
Approved amount of shares to
be listed
Date and place of listing
Maturity date 14 November 2014 26 March 2014
Guaranteed by
Net proceeds RMB4.9975 billion RMB1 billion
Use of proceeds Replenishment of working capital, Repayment of the loan from financial
Repayment of the loan from financial institutions
institutions
Total amount of proceeds that RMB4.9975 billion RMB 1 billion
has been used in 2013
Total accumulated amount of RMB4.9975 billion RMB1 billion
proceeds that has been used
Date and credit rating of 5 August 2013
tracked ratings CCXI: A-1
Rating outlook: stable
Changes in bond No change No change
Principal payment in this year RMB5 billion RMB1 billion
Interest payment in this year RMB300 million RMB17 million
Whether the principal or No No
interest payment breached
the contract
Whether the principal or No No
interest payment will have
the risk of reimbursement
schedule in the future
Significant litigations affected No No
by reimbursement schedule
of bonds
Examination and approval procedures Considered and approved Considered and approved at the 2012 Considered and approved Considered and approved Considered and approved
at the 2012 annual general first extraordinary general meeting of at the 2012 annual general at the 2012 annual general at the 2013 annual general
meeting of the Company held the Company held on 8 Feb. 2012 and meeting of the Company meeting of the Company meeting of the Company
on 15 May 2013 the CSRC (Zhengjianxuke [2012] No. held on 15 May 2013 held on 15 May 2013 held on 14 May 2014
592)
Issuer Yanzhou Coal Mining Co., Yanzhou Coal Mining Co., Ltd. Yancoal International Yanzhou Coal Mining
Ltd. Trading Co., Ltd.
Issue date 12 March 2014 6 March 2014 15 May 2014 19 Sept. 2014 17 Nov. 2014
Interest rate 5.95% (1year from the issue 5.92% 6.15% 7.2% 6.80%
date SHIBOR+95.00bp)
Issue price RMB100/par RMB100/par value RMB100
value RMB100
Total amount of proceeds RMB5 billion RMB1.95 billion RMB3.05 billion USD300 million
Approved amount of shares to be listed RMB1.95 billion RMB3.05 billion USD300 million
Date and place of listing Listed in SSE on 31 March 2014 Listed in HKEx
on 23 May 2014
Maturity date 14 March 2015 3 March 2019 3 March 2024 Perpetual Perpetual Perpetual
Guaranteed by Yankuang Group Yanzhou Coal
Net proceeds RMB4.9975 billion RMB4.95 billion USD298.2 million RMB1.4865 billion RMB998.5 million
Use of proceeds Replenishment of working Replenishment of working capital Debt repayment, capital Replenishment of working Debt repayment for financial
capital expenditure, working capital capital institution
and general corporate
purposes
Total amount of proceeds that has been RMB4.9975 billion RMB4.95 billion USD220 million RMB1.4865 billion RMB998.5 million
used in 2014
Total accumulated amount of proceeds RMB4.9975 billion RMB4.95 billion USD220 million RMB1.4865 billion RMB998.5 million
that has been used
Total amount of remaining proceeds USD78.2 million
Usage and destination of remaining Used for debt repayment
proceeds and replenishment of
working capital of overseas
subsidiaries
Date and credit rating of tracked ratings 17 June 2014 Dagong Global: AAA Moodys: Ba1/
CCXI: AAA Rating outlook: stable Fitch: BB
Rating outlook: stable
Changes in bond
Principal payment in this year
Interest payment in this year USD10.8 million
Whether the principal or interest
payment breached the contract
Whether the principal or interest
payment will have the risk of
reimbursement schedule in the
future
Significant litigations affected by
reimbursement schedule of bonds
Note: As at the end of this reporting period, the remaining available amount of short-term financing notes and debt financing
notes through private placement notes which the Company has been approved to register were RMB10 billion and
RMB9.5 billion, respectively. The Company may issue the private placement notes or short-term notes in multiple
tranches.
Including the above bonds, as at 31 December 2014, the debt-to-assets ratio of the Group was 65.4% which was still at the
reasonable level.
III. SHAREHOLDERS
(I) Total Number of the Shareholders as at the end of the reporting period
As at 31 December 2014, the Company had a total of 89,654 Shareholders, of which 1 were holders of A Shares
subject to a trading moratorium, 89,337 were holders of A Shares without trading moratorium and 316 were
holders of H Shares.
(II) The Top Ten Shareholders and the Top Ten Holders of Tradable Shares at the end of the
reporting period
As at 31 December 2014, the top ten Shareholders and the top ten holders of tradable shares not subject to trading
moratorium were as follows:
Unit: share
Increase/
decrease
Percentage during the Number of
holding of the reporting shares held Number of
total capital Number of period with selling pledged or
Name of Shareholder Class of shares (%) shares held (shares) restrictions locked shares
Top ten Shareholders holding tradable shares not subject to trading moratorium
Number of tradable
Name of Shareholder shares held Class of shares held
Notes:
1. The above information regarding Total number of Shareholders and The top ten Shareholders and the top ten
holders of tradable shares is based on the register of members provided by the China Securities Depository and Clearing
Corporation Limited Shanghai Branch and the Hong Kong Registrars Limited.
2. As the clearing and settlement agent for the Companys H Shares, HKSCC (Nominees) Limited holds the Companys H
Shares in the capacity of a nominee.
3. As at 31 December 2014, among the A shares of the Company held by Jiashi CSI300 Transactional Open-end Index
Securities Investment Fund, 19,800 A shares of which were frozen because of the redemption.
(III) Substantial Shareholders Interests and Short Positions in the Shares and Underlying Shares of
the Company
As far as the Directors are aware, save as disclosed below, as at 31 December 2014, other than the Directors,
Supervisors or chief executives of the Company, there were no other persons who were substantial shareholders of
the Company or had interests or short positions in the shares or underlying shares of the Company, which should:
I. be disclosed pursuant to Sections 2 and 3 under Part XV of the Securities and Futures Ordinance (the SFO);
II. be recorded in the register to be kept pursuant to Section 336 of the SFO; III. notify the Company and the Hong
Kong Stock Exchange in other way.
Percentage in Percentage
Number of the H share in total share
Name of substantial shares held Nature of capital of the capital of the
shareholders Class of shares Capacity (shares) interests Company Company
Yankuang Group A Shares (state-owned Beneficial owner 2,600,000,000 Long position 52.86%
legal person shares)
Yankuang Group (Note 1) H shares Interest of controlled 180,000,000 Long position 9.19% 3.66%
corporations
BlackRock, Inc. H shares Interest of controlled 121,441,511 Long position 6.20% 2.47%
corporations 36,188,000 Short position 1.85% 0.74%
Templeton Asset H Shares Investment manager 255,382,101 Long position 13.04% 5.19%
Management Ltd.
JP Morgan Chase & Co. H Shares Beneficial owner 45,555,897 Long position 2.33% 0.93%
24,250,037 Short position 1.23% 0.49%
Investment manager 2,000 Long position 0.00% 0.00%
Custodian corporation/ 70,404,747 Long position 3.59% 1.43%
approved lending agent
BNP Paribas Investment H Shares Investment manager 117,641,207 Long position 6.00% 2.39%
Partners SA
Notes:
1. Yankuang Groups wholly-owned subsidiary incorporated in Hong Kong holds such H shares in the capacity of beneficial
owner.
2. The percentage figures above have been rounded off to the nearest second decimal place.
3. Information disclosed hereby is based on the information available on the website of Hong Kong Stock Exchange at
www.hkex.com.hk.
During the reporting period, the Controlling Shareholder or actual controller of the Company remained
unchanged.
As at 31 December 2014, Yankuang Group held 2,600,000,000 shares in the Company, representing 52.86% of the
total share capital of the Company; the wholly-owned subsidiary of Yankuang Group incorporated in Hong Kong
held 180,000,000 shares in the Company, representing 3.66% of the total share capital of the Company; Yankuang
Group and the wholly-owned subsidiary incorporated in Hong Kong held 2,780,000,000 shares in the Company,
representing 56.52% of the total share capital of the Company.
Yankuang Group, a wholly state-owned enterprise, is the Controlling Shareholder of the Company established
upon reform on 12 March 1996. Its registered capital is RMB3,353.388 million, the organization code is 16612000-
2, and its legal representative is Mr. Li Xiyong. Yankuang Group is principally engaged in coal production&
sales, coal chemicals, coal-electrolytic aluminum and the manufacturing of whole set of machinery and electrical
equipment and financial investment. The actual controller of Yankuang Group is the State-owned Assets
Supervision and Administration Commission of Shandong Provincial Government.
In 2014, the operating income of Yankuang Group was RMB112 billion with total operating profit of RMB2 billion
and net operating cash flow of RMB3 billion. By the end of 2014, the total asset, total liability and total owners
equity were RMB199 billion, RMB149.1 billion and RMB49.9 billion, respectively.
Yankuang Group strategically positions itself as a new-type, internationalized and integrated energy group and
industry & finance group. Optimizing coal industry, extending industrial chain and promoting the coordinated
development of conventional and new energy, Yankuang will become a comprehensive energy supplier and value-
added service provider both in domestic and overseas. Adjusted with the law of development of entity industry,
Yankuang will extend financial service and exploit financial sector based on present business and self-services to
achieve the reciprocal boost and harmonious development between financial assets and entity industry.
As at 31 December 2014, share equities held by Yankuang Group of other listed controlled companies and joint
stock companies at home and abroad are as follows:
Number of Percentage
Name of the shares held of shares
No. Listed company Stock exchange Stock code (shares) held (%)
Diagram of equity and relationship of control between the Company and the actual controller:
Shareholding: 100%
As at 31 December 2014, HKSCC Nominees Limited held 1,949,403,499 H Shares, representing 39.63% of the total
share capital of the Company. HKSCC Nominees Limited is a participant of the Central Clearing and Settlement
System and provides securities registrations and trustee services to its customers.
The Articles and the laws of the PRC do not contain any provision for any pre-emptive rights requiring the
Company to offer new shares on a pro-rata basis to its existing Shareholders.
Number of
domestic Number of
shares domestic
held at the Increase/ shares held
beginning of decrease of at the end of
this reporting this reporting this reporting
period period period Reasons for Beginning Date & ending date
Name Gender Title (shares) (shares) (shares) change of the current office term Note 1
Notes:
1. The above terms of office end at the closing of the Shareholders meeting for the election of members for the new sessions
of the Board and Supervisory Committee and at the closing of the Board meeting for the appointment or dismissal of
senior management, respectively.
2. Save as disclosed above, as at 31 December 2014, none of the Directors, chief executives or Supervisors had any interests
or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (as
defined in Part XV of the SFO) which (i) was required to be recorded in the register established and maintained in
accordance with section 352 of the SFO; or (ii) was required to be notified to the Company and Hong Kong Stock
Exchange in accordance with the Model Code for Securities Transactions by Directors of the Listed Issuers (the Model
Code) (Appendix 10 to the Hong Kong Listing Rules) (which shall be deemed to apply to the Supervisors to the same
extent as it applies to the Directors).
As at 31 December 2014, the Directors, Supervisors and senior management together held 20,000 A Shares, representing
0.0004% of the Companys total issued share. The Directors held these shares as beneficial owners.
All of the above disclosed interests represent the Companys long position in shares.
As at 31 December 2014, none of the Directors, Supervisors, senior management nor their respective spouses or children under
the age of 18 were granted any restricted shares of the Company or any rights to subscribe for any shares or debentures of the
Company or its associated corporations.
2. Resignation of Directors, Supervisors and senior management during the reporting period and
as at the date of this report
Number of
domestic Number of
shares domestic
held at the Increase/ shares held
beginning of decrease of at the end of
this reporting this reporting this reporting
period period period Reasons for Beginning Date & ending date
Name Gender Title (shares) (shares) (shares) change of the current office term
Directors
LI Xiyong, born in October 1963, a research fellow in applied engineering technology with an EMBA degree,
is the chairman of the Company and chairman and secretary of the party committee of Yankuang Group. Mr.
Li commenced his career in the year of 1981. He was appointed as the head of Huafeng Coal Mine of Xinwen
Mining Group Co., Ltd. (Xinwen Group) in May 2001. In June 2006, he was appointed as the deputy general
manager of Xinwen Group. In May 2010, he was appointed as the chairman and secretary of the party committee
of Xinwen Group. In March 2011, he was appointed as the vice chairman of Shandong Energy Group Co., Ltd.
and the chairman and secretary of the party committee of Xinwen Group. In July 2013, he was appointed as the
director, general manager and deputy secretary of the party committee of Yankuang Group. In February 2015,
he was appointed as the chairman and party committee secretary of Yankuang Group. In September 2013, he
was appointed as the chairman of the Company. Mr. Li graduated from Shandong University of Science and
Technology and Nankai University.
YIN Mingde, born in December 1962, a senior engineer, a senior administrative officer and a certified safety
engineer with a masters degree, is a director and the general manager of the Company. Mr. Yin joined the
Companys predecessor in 1980 and became deputy manager of Beisu Coal Mine in 1997. In 2000, he was
appointed as the deputy director of Marketing Department under Strategic Resource Development Department
of Yankuang Group. In 2002, he was appointed as the general manager of Yankuang Group Shanxi Neng Hua
Co., Ltd. In 2006, he was appointed as the general manager of Yanzhou Coal Shanxi Neng Hua Co., Ltd. and the
chairman and party committee secretary of Shanxi Tianhao Chemicals Co., Ltd. In 2011, he was appointed as the
general manager and deputy secretary of party committee of Yanzhou Coal Ordos Neng Hua Co., Ltd. In 2012, he
was appointed as the chairman, general manager and deputy secretary of party committee of Yanzhou Coal Ordos
Neng Hua Co., Ltd. and the chairman of Inner Mongolia Haosheng Coal Mining Co., Ltd. In March 2014, he was
appointed as the general manager of the Company. In May 2014, he was appointed as a Director of the Company.
Mr. Yin graduated from East China Normal University.
WU Yuxiang, born in January 1962, a senior accountant with a masters degree, is a Director and the chief
financial officer of the Company. Mr. Wu joined the Companys predecessor in 1981. Mr. Wu was appointed
as the director of the Finance Department of the Company in 1997, and was appointed as a Director and the
chief financial officer of the Company in 2002. Mr. Wu graduated from the Party School of Shandong Provincial
Communist Committee.
ZHANG Baocai, born in May 1967, a senior accountant with an EMBA degree, is a Director, the deputy manager
and the board secretary of the Company. Mr. Zhang joined the Companys predecessor in 1989 and was appointed
as the director of the Planning and Finance Department of the Company in 2002. He was appointed as a Director
and the board secretary of the Company in 2006 and was appointed as the deputy general manger of the Company
in 2011. Mr. Zhang graduated from Nankai University.
WU Xiangqian, born in February 1966, a research fellow in applied engineering technology and a doctor of
engineering, is a Director of the Company. Wu joined the predecessor Company in 1988. In 2003, he was
appointed as a deputy head of Jining No.3 Coal Mine of the Company. In 2004, Mr. Wu was appointed as the
deputy head and chief engineer of Jining No.3 Coal Mine. In 2006, he was appointed as the head of Jining No.3
Coal Mine. In March 2014, he was promoted as the chairman and general manager of Yanzhou Coal Ordos Neng
Hua Co., Ltd. and chairman of Inner Mongolia Haosheng Coal Mining Co., Ltd. In May 2014, he was appointed as
a Director of the Company. Mr. Wu graduated from Shandong University of Science and Technology.
JIANG Qingquan, born in December 1963, a senior administrative officer and engineer with a masters degree,
is an employee director of the Company. Mr. Jiang joined the Companys predecessor in 1984 and served as
the office director of Safety Supervision Bureau of Yankuang Group in 1994 (worked in Personnel Division of
Yankuang Group from November 1996 to September 1997). He served as the vice president of Yankuang Group
General Hospital in 1997(worked in Organization Department of Yankuang Group from June 1999 to January
2000). He served as the party committee secretary of the Railway Transportation Department of Yankuang
Group in 2000. He served as the head and the deputy party committee secretary of the Railway Transportation
Department in 2004. He was appointed as the general manager assistant of the Company in 2012 and the
chairman of the Trade Union of the Company in March 2014. He was appointed as an employee director of the
Company in April 2014. Mr. Jiang graduated from the Qufu Normal University and the Party School of Shandong
Provincial Communist Committee.
WANG Lijie, born in March 1953, is a professor and doctoral advisor. Mr. Wang is currently the director of the
Institute for Energy Economics Research at China University of Mining and Technology (Beijing), the director
of Coal Professional Committee of China Society of Technology Economics and the deputy director of Economic
Management Professional Committee of China Coal Society. Mr. Wang is a professional technical talent in the
coal industry, who enjoys government special allowances. He was the dean of School of Management of China
University of Mining and Technology (Beijing), mainly engages in research work in mining, energy economics
management and policy, business strategy etc. Mr. Wang is also the independent director of Beijing LongRuan
Technologies Inc. and Henan Dayou Energy Co., Ltd. Mr. Wang graduated from China University of Mining and
Technology (Beijing).
JIA Shaohua, born in December 1950, doctor of economics, a researcher, Mr. Jia is currently the director of Tax
Education Institute of the Central University of Finance and Economics and vice president of the China Society
for Finance and Tax Law, as well as the graduate advisor of the Central University of Finance and Economics, the
Graduate School of Chinese Academy of Social Sciences, the Graduate School of Research Institute of Ministry
of Finance, PRC who enjoys the special allowance from the State Council. Mr. Jia was the director of the Finance
Department in Ningxia Autonomous Region, the deputy general manager of Hainan Commercial Group
Company, the deputy director of Jiangxi and Hainan Provincial Office, SAT, the dean of Tax Leadership Academy
of the State Administration of Taxation, and the edition-in-chief of the China Taxation Publisher etc. Mr. Jia
has rich experience in accounting & tax and completed over a number of key research subjects at national and
provincial level Mr. Jia is also the independent director of Harbin Electric Corporation Jiamusi Electric Machine
Co., Ltd., JA Solar Holdings Co., Ltd., Zhuhai Letong Chemical Co., Ltd. and Haima Automobile Group Co., Ltd..
Mr. Jia graduated from the Graduate School of Chinese Academy of Social Sciences.
WANG Xiaojun, born in August 1954, a solicitor admitted in the PRC, Hong Kong, England and Wales, a holder
of master degree in law, is a partner of Jun He Law Offices and an independent non-executive director of the
Company. He was admitted in the PRC, Hong Kong, England and Wales in 1988, 1995 and 1996, respectively.
Mr. Wang has worked as a legal adviser in the Hong Kong Stock Exchange and Richards Butler. He was an
independent non-executive director of the Company from 2002 to 2008, Mr. Wang is also an independent non-
executive director of China Aerospace International Holdings Limited, Livzon Pharmaceutical Group Co., Ltd.
and Oriental Patron Financial Investments Ltd. Mr. Wang graduated from the Renmin University of China and
the Graduate School of the Chinese Academy of Social Sciences.
XUE Youzhi, born in March 1965, is a holder of a master degree in corporate management, a doctoral degree in
economics, a postdoctoral degree in business administration. Mr. Xue is currently the vice president, the professor
and the doctoral advisor in the School of Business of Nankai University. Mr. Xue has rich experience in economics
& management and completed over a number of national natural science fund and national social science fund
projects. Mr. Xue was appointed as the vice president of the School of Business of Nankai University in 2005. Mr.
Xue graduated from Jilin University and Nankai University.
Supervisors
SHI Xuerang, born in February 1955, a senior engineer with an Executive Master of Business Administration
degree, is the chairman of supervisory committee of the Company and the deputy secretary of the party committee
of Yankuang Group. From 2001 to 2003, Mr. Shi acted as the deputy general manager of Xinwen Coal Mining
Group Company Limited. Mr. Shi served as the deputy general manager of Yankuang Group in 2003 Mr. Shi was
appointed as a Director of the Company in 2005 and the chairman of the supervisory committee of the Company
in May 2014. Mr. Shi graduated from Nankai University.
ZHANG Shengdong, born in March 1957, a senior accountant, is the vice chairman of the supervisory committee
of the Company and the deputy general manager of Yankuang Group. Mr. Zhang joined the Companys
predecessor in 1981 and became the director of the Finance Management Department of Yankuang Group in
1999. Mr. Zhang served as the deputy chief accountant of Yankuang Group and a Supervisor of the Company
in 2002. Mr. Zhang was appointed as the general manager assistant of Yankuang Group in 2008. Mr. Zhang
was appointed as the deputy general manager of Yankuang Group in January 2014 and the vice chairman of the
supervisory committee in May 2014. Mr. Zhang graduated from China University of Mining and Technology.
GU Shisheng, born in January 1964, a professor level senior administrative officer with a masters degree, is
a supervisory of the Company and the chairman of the Trade Union of Yankuang Group. Mr. Gu joined the
Companys predecessor in 1979. He served as the deputy party committee secretary of Xinglongzhuang coal mine
of Yankuang Group in 1996 and the party committee secretary of Xinglongzhuang coal mine of the Company in
2002. He served as the deputy secretary of the Discipline Inspection Commission and the director of Supervision
Department of Yankuang Group in 2003. He was appointed as the chairman of the Trade Union of Yankuang
Group in January 2014 and a Supervisor of the Company in May 2014. Mr. Gu graduated from the Party School of
Shandong Provincial Communist Committee.
ZHEN Ailan, born in November 1963, is a senior accountant, a senior auditor, a Supervisor of the Company, the
deputy chief accountant and the director of the Audit & Risk Department of Yankuang Group. Ms. Zhen joined
the predecessor Company in 1980. She served as the deputy director of the Audit Division of Yankuang Group
in 2002 and was appointed as the deputy director of the Audit Department of Yankuang Group in 2005. In 2012,
Ms. Zhen served as the director of the Audit Department of Yankuang Group. In March 2014, she was appointed
as the deputy chief accountant and the director of the Audit & Risk Department of Yankuang Group. In 2008,
Ms. Zhen served as a Supervisor of the Company. Ms. Zhen graduated from Dongbei University of Finance and
Economics.
GUO Jun, born in January 1963, is a professor-level senior administrative officer, a senior economist, a doctor of
business administration, an Employee Supervisor of the Company and the Secretary of the Discipline Inspection
Commission of Yankuang Group. Mr. Guo joined the predecessor Company in 1980 and served as the Director
of the economic division of the General Managers Office in 1996. He was appointed as the Deputy Director of
the General Managers Office in 1997 and served as the Office Director of Board of Directors respectively in 2000
and 2002. He was appointed as the Secretary of the Party committee and Deputy Chief of Baodian Coal Mine
of the Company in 2004. In March 2014, Mr. Guo was appointed as the Secretary of the Discipline Inspection
Commission of the Company and served as the employee supervisor of the Company in April 2014. Mr. Guo
graduated from the China Mining University (Beijing).
CHEN Zhongyi, born in December 1965, is a professor-level senior administrative officer with a bachelors degree,
an Employee Supervisor of the Company and the Vice Chairman of trade union. Mr. Chen joined the predecessor
Company in 1986 and served as the Director of the Mass Work Department, the Secretary of the Youth League
Committee and the Vice Chairman of trade union in 2002. He was appointed as the Vice Chairman of trade union
in 2008 and served as the Director of Parties Working Department of the Company in March 2014. In April 2014,
Mr. Chen was appointed as an Employee Supervisor of the Company. Mr. Chen graduated from the Party School
of CPC Shandong Provincial Committee.
Senior Management
SHI Chengzhong, born in December 1962, a research fellow in applied engineering technology with a masters
degree in mining engineering and an EMBA degree, serves as a deputy general manager of the Company. Mr. Shi
joined the predecessor Company in 1983 and served as a deputy chief engineer of Yankuang Group in 2000. Mr.
Shi was appointed as a deputy general manager of the Company in 2002. Mr. Shi graduated from Northeastern
University and Nankai University.
LIU Chun, born in September 1961, a research fellow in applied engineering technology with an EMBA degree,
serves as a deputy general manager of the Company. Mr. Liu joined the predecessor Company in 1983 and was
appointed as the director of Coal Sales and Transportation Department of the Company in 2002. Mr. Liu has been
promoted to be a deputy general manager of the Company in 2011. Mr. Liu graduated from Nankai University.
DING Guangmu, born in September 1960, a senior economist with an EMBA degree, serves as a deputy general
manager of the Company. Mr. Ding joined the predecessor Company in 1978 and served as the director of Vehicle
Management Division of Yankuang Group. In 1999, he was appointed as deputy director of Materials & Goods
Supply Centre of the Company. In 2002, he was appointed as the director and deputy secretary of party committee
of Materials & Goods Supply Centre of the Company. In 2013, he served as the assistant general manager of the
Company. In March 2014, he was appointed as the deputy general manager of the Company. Mr. Ding graduated
from Shanghai Maritime University.
WANG Fuqi, born in May 1964, a research fellow in applied engineering technology with an EMBA degree and
master of engineering, serves as the chief engineer of the Company. Mr. Wang joined the predecessor Company in
1985. In 2000, he was appointed as the chief engineer of Production and Technology Division of Yankuang Group.
In 2002, he served as the director of Production and Technique Department of the Company. In 2003, he was
appointed as the deputy chief engineer of the Company and director of Production and Technique Department
of the Company. In March 2004, he served as the chief engineer of the Company. Mr. Wang graduated from
Northeastern University and Nankai University.
ZHAO Honggang, born in November 1965, a research fellow in applied engineering technology and master of
engineering, serves as the deputy general manager of the Company. Mr. Zhao joined the predecessor Company
in 1987 and served as the deputy chief of Dongtan Coal Mine of the Company in March 2006. In March 2009, he
was appointed as the director of Electromechanical Department. In December 2013, he served as the chairman and
general manager of Shandong Huaju Energy Co., Ltd. In December 2014, he was appointed as the deputy general
manager of the Company. Mr. Zhao graduated from Shandong University of Science and Technology.
(II) Term of office of Directors, Supervisors and senior management in Yankuang Group
Li Xiyong Yankuang Group Director, chairman, secretary of the Since 15 February 2015
party committee
Shi Xuerang Yankuang Group Deputy general manager From 16 October 2003 to 29
January 2014
Deputy secretary of the party Since 16 January 2014
committee
Zhang Shengdong Yankuang Group Director of the Finance Management From 28 January 1999 to 3
Department February 2014
Deputy chief accountant From 9 June 2002 to 3
February 2014
Assistant to the general manager From 30 October 2008 to 3
February 2014
Deputy general manager Since 29 January 2014
Zhen Ailan Yankuang Group Director of Audit Department From 2 December 2012 to 4
March 2014
Deputy chief accountant Since 5 March 2014
Director of Audit and Risk
Management Department
(III) Term of office of Directors, Supervisors and senior management in other entities in addition to
Yankuang Group
Li Xiyong Yancoal Australia Limited Chairman of the board Since 9 September 2013
Yancoal International (Holding) Chairman of the board Since 9 September 2013
Co., Ltd.
Wu Yuxiang Yanmei Heze Neng Hua Co., Ltd. Director Since 14 May 2004
Yancoal Australia Limited Director Since 13 August 2005
Yanzhou Coal Shanxi Neng Hua Director Since 15 June 2007
Co., Ltd.
Huadian Zouxian Power Chairman of the Since 14 August 2007
Generation Co., Ltd. supervisory
committee
Yancoal International (Holding) Director Since 1 September 2011
Co., Ltd
Zhongyin Financial Leasing Co., Chairman of the board Since 5 May 2014
Ltd.
Duanxin Investment Holding Chairman of the board Since 17 November 2014
(Beijing) Co., Ltd.
Zhang Baocai Yanzhou Coal Yulin Neng Hua Co., Director Since 23 July 2008
Ltd
Inner Mongolia Haosheng Coal Director Since 17 November 2010
Mining Co., Ltd.
Shaanxi Future Energy Chemical Chairman of the Since 22 January 2011
Co., Ltd. supervisory
committee
Yancoal International (Holding) Director Since 1 September 2011
Co., Ltd.
Yancoal Australia Limited Director Since 26 June 2012
Vice chairman of the Since 20 December 2013
board
Chairman of executive Since 20 January 2014
committee
Wu Xiangqian Yanzhou Coal Ordos Neng Hua Chairman of the Since 5 March 2014
Co., Ltd. board, General
manager
Wang Lijie Beijing LongRuan Technologies Inc. Independent director Since 20 November 2011
Henan Dayou Energy Co., Ltd. Independent director Since 6 May 2011
Jia Shaohua Harbin Electric Corporation Independent director Since 1 July 2012
Jiamusi Electric Machine Co., Ltd.
JA Solar Holdings Co., Ltd. Independent director Since 17 October 2012
Haima Automobile Group Co., Ltd. Independent director Since 14 November 2014
Zhuhai Letong Chemical Co., Ltd. Independent director Since 12 August 2013
Wang Xiaojun Oriental Patron Financial Independent director Since 20 August 2004
Investments Ltd.
China Aerospace International Independent director Since 22 March 2013
Holdings Ltd
Livon Pharmaceutical Group Co., Independent director Since 16 September 2013
Ltd.
Zhang Shengdong Yanzhou Coal Shanxi Neng Hua Chairman of the Since 15 June 2007
Co., Ltd. supervisory
committee
Yankuang Group Finance Co., Ltd. Chairman of the board Since 20 July 2011
Shaanxi Future Energy Chemical Director Since 22 January 2011
Co. Ltd.
Zhen Ailan Beijing Silver Letter Guanghua Real Supervisor Since 30 August 2005
Estate Development Co., Ltd.
Jinan Sunshine 100 Estate Supervisor Since 30 August 2005
Development Co., Ltd.
Yankuang Group Finance Co., Ltd. Chairman of the board Since 18 April 2010
of Supervisors
Yankuang Group Donghua Co., Chairman of the Since 1 September 2011
Ltd. supervisory
committee
Yankuang Aluminum International Head of the Since 3 February 2010
Trade Co., Ltd supervisory
committee
Yanmei Heze Neng Hua Co., Ltd. Supervisor Since 26 July 2014
Guo Jun Yanmei Heze Neng Hua Co., Ltd. Head of the Since 26 July 2014
Supervisory
Committee
Shi Chengzhong Yanzhou Coal Shanxi Neng Hua Chairman Since 14 November 2011
Co., Ltd.
Shaanxi Future Energy Chemical Director Since 22 January 2011
Co. Ltd.
Yanmei Heze Neng Hua Co., Ltd. Director Since 26 July 2014
Liu Chun Huadian Zouxian Power Vice chairman of the Since 5 May 2011
Generation Company Limited board
Shandong Yanmei Rizhao Port Coal Chairman of the board Since 17 January 2013
Storage and Blending Co., Ltd.
Shandong Coal Trading Centre Co., Chairman of the board Since 29 September 2013
Ltd
Shandong Zhongyin Logistics & Chairman of the board Since 14 March 2014
Trade Co., Ltd.
Shengdi Fenlei Coal Preparation Chairman of the board Since 14 March 2014
Engineering Technology
(Tianjin) Co., Ltd.
Yanzhou Coal Shanxi Neng Hua Director Since 20 August 2013
Co., Ltd.
Ding Guangmu Shandong Zhongyin Logistics & Director, General Since 14 March 2014
Trade Co., Ltd. manager
Wang Fuqi Yanmei Heze Neng Hua Co., Ltd. Director Since 26 July 2014
The remuneration for the Directors, Supervisors and senior management is proposed to the Board by the remuneration
committee under the Board. Upon review and approval by the Board, any remuneration proposal for the Directors
and Supervisors will be proposed to the Shareholders general meeting for approval. The remuneration for the senior
management is reviewed and approved by the Board.
The Company adopts a combined annual remuneration, risk control and special contribution award system as the
means for assessing and rewarding the Directors and senior management. The annual remuneration consists of annual
basic salary and annual performance salary. The annual basic salary is determined according to the operational scale,
profitability, operating management difficulty and employees income of the Company, whereas annual performance
salary is determined by the actual operational achievement of the Company. The annual basic salaries for the Directors
and senior management of the Company are pre-paid on a monthly basis and the annual performance salaries are
cashed after the audit assessment to be carried out in the following year.
The remuneration policy for the other employees of the Group is principally on the basis of the employees positions
and responsibilities and their quantified assessment results. Performance salaries are linked to the Companys overall
economic efficiency and personal performances.
During the reporting period, the aggregate wages and bonuses paid for Directors, Supervisors and senior management of
the Company were RMB8.29352 million (tax inclusive), with details listed below:
Total salary
Total salary receivable by
payable for the the end of the Salary received
reporting period reporting period from the
(tax inclusive) (tax inclusive) Controlling
Name Title (RMB000) (RMB000) Shareholder
During the reporting period, the aggregate wages and bonuses paid for the resigned Directors, Supervisors and senior
management of the Company were RMB3.30765 million (tax inclusive), with details listed below:
Total salary
Total salary receivable by
payable for the the end of the Salary received
reporting period reporting period from the
(tax inclusive) (tax inclusive) Controlling
Name Title (RMB000) (RMB000) Shareholder
(I) Changes of Members of the Fifth Session of the Board, Members of the Fifth Session of the
Supervisory Committee and Senior Management
Mr. Zhang Yingmin has reached his age of retirement and has tendered his resignation to the Board of the
Company. He resigned from the position of the general manager of the Company with effect from 8 January 2014.
Due to work allocation, Mr. He Ye, Mr. Lai Cunliang, Mr. Tian Fengze and Mr. Ni Xinghua have tendered their
resignations to the Board, respectively. They resigned from the positions of the deputy general managers and the
chief engineer with effect from 6 March 2014.
As considered and approved by the nineteenth meeting of the fifth session of the Board of the Company held
on 6 March 2014, Mr. Yin Mingde was appointed as the general manager of the Company; Mr. Ding Guangmu
was appointed as the deputy general manager of the Company; and Mr. Wang Fuqi was appointed as the chief
engineer of the Company.
(II) Election of Members of the Sixth Session of the Board, Members of the Sixth Session of the
Supervisory Committee and Appointment of Senior Management
1. Election of members of the sixth session of the Board and members of the sixth session of the Supervisory
Committee of the Company
As approved by 2013 annual general meeting of the Company held on 14 May 2014, Mr. Li Xiyong, Mr.
Zhang Xinwen, Mr. Yin Mingde, Mr. Wu Yuxiang, Mr. Zhang Baocai and Mr. Wu Xiangqian were elected
as the non-independent directors of the sixth session of the Board of the Company. Mr. Wang Lijie, Mr.
Jia Shaohua, Mr. Wang Xiaojun and Mr. Xue Youzhi were elected as the independent directors of the
sixth session of the Board of the Company. Mr. Shi Xuerang, Mr. Zhang Shengdong, Mr. Gu Shisheng and
Ms. Zhen Ailan were elected as non-worker representative supervisors of the sixth session of Supervisory
Committee of the Company.
As approved by the employees representative meeting of the Company held on 26 April 2014, Mr. Jiang
Qingquan was elected as an employee director of the sixth session of the Board of the Company and Mr.
Guo Jun and Mr. Chen Zhongyi were elected as employee supervisors of the sixth session of the Supervisory
Committee of the Company.
The term of office of the directors of the sixth session of the Board and supervisors of the sixth session of the
Supervisory Committee of the Company were three years commencing from the conclusion of 2013 annual
general meeting and ending on the date of the conclusion of the general meeting for the election of directors
and supervisors of the seventh session of the Board and Supervisory Committee of the Company.
As approved by the first meeting of the sixth session of the Board of the Company on 14 May 2014, Mr. Li
Xiyong was elected as chairman of the Company and Mr. Zhang Xinwen was elected as vice chairman of the
Company.
3. Election of chairman and vice chairman of the Supervisory Committee of the Company
As approved by the first meeting of the sixth session of the Supervisory Committee of the Company on 14
May 2014, Mr. Shi Xuerang and Mr. Zhang Shengdong were elected as chairman and vice chairman of the
Supervisory Committee of the Company, respectively.
As approved by the first meeting of the sixth session of the Board of the Company held on 14 May 2014,
Mr. Yin Mingde was appointed as the general manager of the Company; Mr. Shi Chengzhong, Mr. Zhang
Baocai, Mr. Liu Chun and Mr. Ding Guangmu were appointed as the deputy general manager; Mr. Wu
Yuxiang was appointed as the chief financial officer; Mr. Zhang Baocai was appointed as the secretary to the
Board and Mr. Wang Fuqi was appointed as the chief engineer.
As approved by the sixth meeting of the sixth session of the Board of the Company held on 23 December
2014, Mr. Zhao Honggang was appointed as the deputy general manager of the Company
(III) Changes of Members of the Sixth Session of the Board, Members of the Sixth Session of the
Supervisory Committee and Senior Management
Due to work allocation, Mr. Zhang Xinwen, the former vice chairman of the Company, has tendered his
resignation to the Board and resigned from the positions of director and vice chairman of the Company with effect
from 13 March 2015.
Save as disclosed above, there was no other appointment or resignation of Directors, Supervisors and senior
management during the reporting period.
(IV) Changes in Positions of Directors, Supervisors and Senior Management in the Subsidiaries of
the Company during the Reporting Period
No Director or Supervisor has entered into any service contract with the Company, which is not terminable by the
Company within one year without payment of compensation (other than statutory compensation).
None of the Directors, Supervisors or senior management of the Company had a direct or indirect material interest in
any material contract entered into or performed by the Company, its Controlling Shareholder, any of its subsidiaries or
fellow subsidiaries during the year ended 31 December 2014.
As at 31 December 2014, none of the Directors, Supervisors or senior management has interests in any business that
competes or is likely to compete, either directly or indirectly, with the business of the Company.
Except for their working relationship, there is no financial, business, family or any other material relationship between
the Directors, Supervisors and senior management of the Company.
VIII. EMPLOYEES
23.38%
production personnel
engineering and technical personnel
7.86%
administrative staff
6.59% 62.17% auxiliary personnel
9.65%
The total wages and allowances of the staff of the Group for the year 2014 amounted to RMB5.7297 billion. For the
details of remuneration policy, please refer to the section headed III. Remuneration Policy and Annual Remuneration
for Directors, Supervisors and Senior Management in this chapter.
The Group values the training on employees skills and professional quality. By expanding educational training
channels and making full use of various training institutions and training methods, the Group focused on the training
of professional skills and improved the trainings of first aid in work site, pre-employment, safety technology and high
technique talent. 97,805 employees participated in the training in 2014 amounted to 109.06% of the annual training
program.
Pursuant to the Provision of Labor and Services Agreement signed between the Company and Yankuang Group,
Yankuang Group shall provide welfare services to the resigned and retired staff of the Company, while the Company
shall pay welfare fees (including welfare expenses required by the PRC such as housing allowance, subsidies and other
benefits) to the resigned and retired staff to Yankuang Group. During the reporting period, the total number of resigned
and retired staff of which the Group was responsible for their welfare payment was 23,612.
Since the listing of the Company, in accordance with PRC Corporate Law, PRC Securities Law, foreign and domestic
laws and regulations in places where the Companys shares are traded, the Group has set up a relatively regulated
and stable corporate governance system and has abided by the corporate governance principles of transparency,
accountability and protection of the rights and interests of all Shareholders. There is no significant difference between
the corporate governance system and the requirements in relevant documents detailed by the CSRC.
The Company has paid close attention to the standardization and legislation of the securities market and actively
improved its corporate governance based on its own situation during the reporting period:
As approved at the twentieth meeting of the fifth session of the Board held on 21 March 2014, amendments and
improvements were made to Connected Transaction Regulations, Management and Use System of Raised Fund, and
Rules for the Management of Relationships with Investors of Yanzhou Coal Mining Company Limited.
As approved at the 2013 annual general meeting held on 14 May 2014, according to the regulatory requirements
and based on the actual situation, the Company made some amendments to its Articles. The Company also made
corresponding amendments to related provisions in the Rules of Procedures for Shareholders General Meeting, the
Rules of Procedures for the Board and the Rules of Procedures for Supervisory Committee based on the amendments
to the Articles. For details, please refer to the announcements of the Company dated 21 March 2014 in relation to
the amendments to the Articles and related governance documents and the announcement dated 14 May 2014 in
relation to the resolutions passed at the 2013 annual general meeting. The above announcements were also posted
on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange, the Companys website and/or
China Securities Journal and Shanghai Securities News.
As approved at the second meeting of the sixth session of the Board held on 22 August 2014, the amendments
were made to the terms of references for the Nomination Committee of the Board of Yanzhou Coal Mining
Company Limited, which reflects the diversified policy of the Board.
As approved by Company at the fourth meeting of the sixth session of the Board held on 24 October 2014, the
Company established the Rules for Internal Report of Key Information and Rules of Procedures for the General
Manager Working Meeting of Yanzhou Coal Mining Company Limited.
Session and
Number of Resolutions
No. Meeting Date of Meeting Disclosure Date Resolutions passed or not
1 The 2013 annual 14 May 2014 15 May 2014 1. The proposal regarding the review and All passed.
general meeting approval of the working report of the Board for
the year ended 31 December 2013;
Session and
Number of Resolutions
No. Meeting Date of Meeting Disclosure Date Resolutions passed or not
2 The 2014 first 14 May 2014 15 May 2014 The proposal regarding the grant of the general Passed.
class meeting of mandate to the Board to repurchase H Shares.
the holders of A
shares
3 The 2014 first 14 May 2014 15 May 2014 The proposal regarding the grant of the general Passed.
class meeting of mandate to the Board to repurchase H Shares.
the holders of H
shares
4 The 2014 first 24 Oct. 2014 27 Oct. 2014 1. The proposal to authorize the Company to All passed.
extraordinary carry out principal guaranteed financing
general meeting business;
2. The proposal for the provision of financial
guarantee to Yancoal Australia Limited.
5 The 2014 second 12 Dec. 2014 13 Dec. 2014 1. The proposal regarding the determining items Except Resolution I in
extraordinary and annual caps of continuing connected relation to the items
general meeting transactions from 2015 to 2017; of Financial Services
2. The proposal regarding the rights offer of the Agreement, others
convertible hybrid bonds by Yancoal Australia were passed.
Limited.
Note: The above announcements regarding the resolutions passed at the Shareholders general meetings during the reporting
period were published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the
Company and/or on China Securities Journal and Shanghai Securities News.
The policy of independent Directors of the Company was introduced and set up in 1997. At the twentieth meeting
of the second session of the Board held on 25 April 2005, the Work Policy of Independent Directors of Yanzhou
Coal Mining Company Limited was approved. This policy mainly includes the duties and powers of independent
Directors, the work policy of independent Directors with regard to the preparation of annual reports, the working
conditions and cooperation of independent Directors, the protection of the right to information, risks in relation
to independent Directors duties and protection against such risks etc.. The Company has continuously amended
and improved the duties of independent Directors according to the relevant listing rules.
The members of the sixth session of the Board include four independent Directors, namely Mr. Wang Lijie, Mr.
Jia Shaohua, Mr. Wang Xiaojun and Mr. Xue Youzhi. During the reporting period, the independent Directors
have carried out their duties in accordance with the requirements of the CSRCs Corporate Governance of
Listed Companies, Guiding Opinion Relating to the Establishment of Independent Director Systems by Listed
Companies, foreign and domestic listing rules, the Articles and the Work Policy of Independent Directors of
Yanzhou Coal Mining Company Limited. The independent Directors actively participated in the establishment of
special committees under the Board, provided professional and constructive advice on significant matters of the
Company and have performed an important function in regulating the operation of the Company by protecting
the legitimate interests of the minority Shareholders.
For the details of the attendance at Board meetings and general meetings by independent Directors during the
reporting period, please refer to the section headed (IV) Board Meetings and Directors Training under the
paragraph headed II. Report of Corporation Governance in this chapter.
During the reporting period, the independent Directors have expressed a concurring opinion on the nomination,
the election of the Directors, the appointment of the senior management and the 2014 remuneration policies of
the Companys Directors, Supervisors and senior management. They also issued a special opinion in relation to
the provision of the external guarantees and carrying out the thermal coal futures hedging operations and entrust
management business for the year 2013 and the first half of 2014. Independent opinions were expressed in relation
to the execution of ordinary connected transactions for the year 2013, connected transactions on financial services
between Yankuang Group Finance Company Limited and the Company, revise the project of ordinary connected
transactions and limit trade amount for the year 2014, the project of ordinary connected transactions and annual
limit trade amount from 2015 to 2017, connected transactions on the capital increase of Yankuang Group Finance
Co., Ltd and provide entrusted loan to Shaanxi Future Energy & Chemical Co., Ltd, Companys Profit Distribution
Plan in 2013, and Companys Accounting policy changes. During the reporting period, the independent Directors
had no objections to any proposal put forward by the Board or other matters.
For the details of the performance of the special committees under the Board, please refer to the section headed
(VII) Committees under the Board under the section headed II. Report of Corporation Governance in this
chapter.
During the reporting period, all Supervisors complied with Rules of Procedure for the Supervisory Committee to
fulfill their supervising responsibilities, protect the interests of the Company and all Shareholders, adhere to the
principles of prudence and trustworthiness and actively carry out their duties with care and diligence pursuant to
the PRC Company Law and the Articles.
The Supervisory Committee of the Company had no objections to the supervisory items during the reporting
period.
The Company and the Shareholders are separated in terms of the business, personnel, assets, organization and
finance of the Company. Each function is independent and can operate on its own.
(VII) The Implementation of Insider Management System during the Reporting Period
During the reporting period, the Company strictly enforced the relevant provisions of the insider management
system in the Rules for Disclosure of Information of Yanzhou Coal Mining Company Limited and the Registration
and Management Rules of Insiders of Yanzhou Coal Mining Company Limited. No insiders traded the shares of the
Company by using significant price-sensitive information before such information was disclosed to the public.
(VIII) Appraisal and Motivation Mechanism for Senior Management and the relevant Reward System
during the Reporting Period
The Company has adopted a combined annual remuneration, risk control and special contribution award
system as the means for assessing and rewarding the Directors and senior management of the Company. This
links the assessment results with the economic and operational achievement of the Company. In accordance
with the relevant operation and management indicators and standards, the Company assesses the performance
and efficiency of the senior management. Pursuant to the completion of the operation indicators of the senior
management and the results of the assessment, the Company would pay the remuneration to the senior
management for the year 2014.
The Group has set up a relatively regulated and stable corporate governance system and has abided by the
corporate governance principles of transparency, accountability and protection of the rights and interests of all
Shareholders.
The Board believes that good corporate governance is important to the operation and development of the Group.
The Board regularly reviews corporate governance practices to ensure the Companys operation is in compliance
with the laws, regulations and supervisory rules of places where the shares of the Company are listed, and
consistently endeavors to implement a high standard of corporate governance.
The corporate governance rules implemented by the Group include, but not limited to the following: the
Articles, the Rules of Procedures for Shareholders General Meeting, the Rules of Procedures for the Board of
Directors, the Rules of Procedures for Supervisory Committee, the Work Policy of the Independent Directors, the
Rules for Disclosure of Information, the Rules for the Approval and the Disclosure of Connected Transactions of
the Company, the Rules for the Management of Relationships with Investors, the Code for Securities Transactions
of the Management, the Standard of Conduct and Professional Ethics for Senior Employees, the Measures on the
Establishment of Internal Control System and the Measures on Overall Risk Management. For the year ended 31
December 2014 and as of the date of this annual report, the corporate governance rules and practices of the Group
are compliant with the principles and the code provisions set out in the Corporate Governance Code (the Code)
contained in the Hong Kong Listing Rules. Some of the corporate governance practices adopted by the Group are
more stringent than the Code.
The following are the major aspects of the corporate governance practice adopted by the Group:
To actively carry forward the development of the special committees of the Board. Besides the requirement
to establish the audit committee of the Board (the Audit Committee), the remuneration committee of the
Board (the Remuneration Committee) and the nomination committee of the Board (the Nomination
Committee) as set out in the Code, the Company also established the strategy and development committee
of the Board (the Strategy and Development Committee). All these committees were entrusted with
detailed responsibilities.
To formulate more stringent provisions in the Code for Securities Transactions of the Management, and
the Standard of Conduct and Professional Ethics of the Senior Employees than those of the Model Code for
Securities Transactions by Directors of Listed Issuers (the Model Code);
To establish an internal control system in accordance with the US Sarbanes-Oxley Act, Guidance on Internal
Control for Listed Companies issued by the Shanghai Stock Exchange, General Rules on Internal Control
jointly issued by five ministries including the Chinese Ministry of Finance and the provisions under the
Code. The standards of the internal control system are more detailed than those of the Code;
To announce the evaluation conclusions of the Board and auditors in relation to the effectiveness of internal
control of the Company for the year 2014;
During the reporting period, the Company has strictly complied with the above corporate governance practices,
theres no significant difference between the condition of the Company complied with the Code with the Annual
Report 2013 except the Code A.2.1 in (V) Chairman and Chief Executive Officer.
Having made enquiries with all the Directors and Supervisors, the Directors and Supervisors have strictly
complied with the Model Code and the Code for Securities Transactions of the Management of the Company
during the reporting period.
On 21 April 2006, the Code for Securities Transactions of the Management was approved at the fifth meeting of
the third session of the Board. On 23 April 2010, the Code for Securities Transactions of the Management was
amended at the fourteenth meeting of the fourth session of the Board. The relevant requirements relating to the
securities transactions under the PRC domestic laws, regulations and supervisory requirements are included in
the Code for Securities Transactions of the Management, which is drafted based on the Model Code, but is more
stringent than the Model Code.
As at the disclosure date of this annual report, the Board comprises ten Directors including four independent non-
executive Directors. The names, appointments and resignations of the Directors are set out in the section headed
I. Basic Information of Directors, Supervisors and Senior Management under the chapter headed Chapter 7
Directors, Supervisors, Senior Management and Employees in this annual report.
The duties and authorities of the Board and the Management have been documented in detail in the Articles.
The Board is mainly responsible for making strategic decisions of the Company and the supervision of operations
of the Company and its management. The Board primarily has the powers to decide on operation plans and
investment policy, to formulate the policy for financial decision and distribution of profits, to implement and
review the internal control system, to execute the duty of corporate governance and to confirm the management
organization and the basic management system of the Company, etc.
The management of the Company is mainly responsible for the operation and management of the production
of the Company and shall exercise the following functions and powers: to be in charge of the operation and
management of the Companys production; to organize the implementation of the resolutions of the Board; to
organize the implementation of the Companys annual business plan and investment proposal; to draft plans for
the Companys internal management organization; to draft the Companys basic management system; to protocol
a package of staffs salary, benefits, awards and penalty, as well as to decide the appointment and dismissal of the
staff of the Company, etc.
The Company has received from each of the independent non-executive Directors an annual confirmation
concerning his independence pursuant to the Hong Kong Listing Rules. The Company confirms that all of the
four independent non-executive Directors comply with the qualification requirements of independent non-
executive Directors as required under the Hong Kong Listing Rules.
The Directors are responsible for preparing the Companys financial accounts as a true and fair reflection of the
Companys financial situation, operating results and cash flows for the relevant accounting period.
Since 2008, the Company has purchased liability insurance for the Directors, Supervisors and senior management
of the Company and its subsidiaries every year.
According to the Articles and the Rules of Procedures for the Board of Directors, all Directors are entitled to
propose matters to be included in the agenda for Board meetings. The Company shall deliver a notice to the
Directors of an ordinary Board meeting fourteen days before or for an extraordinary Board meeting, three days
before the meeting date; the agenda and information for discussion will be circulated to the Directors for their
review five days before an ordinary Board meeting or three days before an extraordinary Board meeting. Minutes
of Board meetings record matters considered and the decisions formed by each Director. Draft and final versions
of the minutes of Board meetings will be sent to all Directors for their comments and records respectively, in both
cases within a reasonable time after the Board meeting is held. The Directors may give comments on the draft
minutes of the meeting and shall keep the final version of the board minutes. Each Director is entitled to inspect
the minutes of Board meetings kept by the Company at any reasonable time.
The Board and each Director has independent channels to communicate with the senior management of the
Company. Any of the Directors is entitled to inspect the files and relevant documents of the Board.
The Company has set up a unit under the Board, through which all Directors are able to access the services of the
Secretary of the Board. The Board is entitled, at the Companys expense, to seek independent professional advice
for its Directors in appropriate circumstances. When the Board considers connected transactions, any connected
Director would abstain from voting on such transactions.
For the year ended 31 December 2014, nine Board meetings were held.
The attendance at Board meetings and general meetings by the Directors are as follows:
Name Attendance rate at the Board meeting Attendance rate at the general meeting
The attendance at Board meetings and general meetings by the resigned Directors during the term of office are as
follows:
Name Attendance rate at the Board meeting Attendance rate at the general meeting
Note: In accordance with the Guide on the Articles of Association of Listed Company issued by the CSRC and the Articles, the
Directors may attend the meeting, give opinions on matters to be discussed and vote for the resolutions at the meeting by
means of electronic communications.
All the Directors were involved in the continued professional development to strengthen their knowledge and
skills and make greater contributions to the Board.
Name Training
All Directors The Company invited domestic legal counsel to conduct on-site site training
for all the directors, supervisors and senior managements in respect of the
information disclosure of listed companies, standardized operation and related
transactions on December 12, 2014.
Wu Yuxiang From October 29 to 30, 2014, Mr. Wu Yuxiang and Mr. Wu Xiangqian attended
Wu Xiangqian trainings organized by the Shandong Securities Regulatory Bureau in respect of
market value management, equity incentive, etc.
Zhang Baocai From May 14 to 16, 2014, Mr. Zhang Baocai attended a training organized by the
Hong Kong Institute of Chartered Secretaries (HKICS) in respect of the related
transactions, major transactions, insider information, shareholders circular and
preparatory practices EGM, etc.
From October 28 to 29, 2014, Mr. Zhang Baocai attended a training organized
by the Hong Kong Institute of Chartered Secretaries (HKICS) in respect of the
internal control standard, value management and crisis control, construction
and evaluation of internal control, A+H share company information discloser
and insider information control, company internal control.
Jiang Qingquan From June 26 to 27, 2014, Mr. Jiang Qingquan attended the training in
respect of improving the mechanism of security rights and safeguarding the
legitimate rights of the investors, modern company social responsibility and
the standardized operation of listed companies, etc. organized by the Shandong
Bureau of CSRC.
Mr. Li Xiyong serves as the Chairman of the Company, and Mr. Yin Mingde is the General Manager. The
authorities and responsibilities of the Chairman and the General Manager are clearly divided. Details of such
authorities and responsibilities of the Chairman and the General Manager are documented in the Articles.
The duties of the Chairman of the Board include, but are not limited to, (1) to ensure the efficient operation of the
Board; (2) to check on the implementation of resolutions passed by the Board; (3) to formulate and continuously
improve the corporate governance rules and procedures; (4) to convene and preside over meetings of the Board
and ensure that all Directors are properly informed of the current issues and timely acquire complete, accurate
and sufficient information at the Board meetings and have sufficient opportunities to speak and express different
opinions; (5) to ensure the constructive relationship and efficient communications between the Company and
investors, executive directors and non-executive directors.
Under section A.2.1 of the Code (including): the role of chairman and chief executive should be separate and
should not be performed by the same individual. From 8 January 2014 to 6 March 2014, before the new general
manager was appointed, as the former General Manager, Mr.Zhang Yingmin resigned on 8 January, 2014, the
chairman, Mr. Li Xiyong was elected as the temporary General Manager during this period, and this has no
significant impact on the Companys overall governance.
Each of the non-executive Directors has entered into a service contract with the Company. Pursuant to the
Articles, the term of office of the members of the Board (including the non-executive Directors) is three years.
The members of the Board can be reappointed consecutively after the expiry of the term. However, the term of
reappointment of independent non-executive Directors cannot exceed six years.
The duties of the non-executive Directors include, but are not limited to, the following:
to participate in the Board meetings of the Company, provide independent advice on matters involving
strategy, policy, performance of the Company, accountability, resources, main appointments and codes of
conduct;
to play a leading and guiding role in the event of potential conflicts of interest;
to act as members of the Audit Committee, Remuneration Committee, Nomination Committee and Strategy
and Development Committee;
to scrutinize whether the performance of the Company achieves its objectives and targets, supervise and
report the performance of the Company.
As approved at the first meeting of the sixth session of the Board held on 14 May 2014, the Company set up the
Audit Committee, the Remuneration Committee, the Nomination Committee and the Strategy and Development
Committee of the sixth session of the Board. All of the special committees under the Board formulate the terms of
reference which set out the role, composition and responsibilities of each committee. During the reporting period,
every committee performed its duties in compliance with the terms of reference strictly.
As the Company has not established a corporate governance committee, the Board is responsible for matters
in relation to corporate governance, including (1) to develop and review the Companys policies and practices
on corporate governance; (2) to review and monitor the training and continuous professional development of
directors and senior management; (3) to review and monitor the Companys policies and practices in relation to
their compliance with legal and regulatory requirements; (4) to formulate, review and monitor the code of conduct
and compliance manual applicable to employees and Directors; and (5) to review the Companys compliance with
the corporate governance code of the stock exchange on which the Companys securities are listed and disclosure
in the corporate governance report.
The Audit Committee comprises four independent Directors, namely Mr. Jia Shaohua, Mr. Wang Lijie, Mr. Wang
Xiaojun, Mr. Xue Youzhi and one employee Director Mr. Jiang Qingquan. Mr. Jia Shaohua serves as the Chairman
of the Audit Committee.
The Audit Committees main responsibilities include recommending the appointment or replacement of external
auditor, reviewing the accounting policy, financial information disclosure and financial reporting procedures, and
reviewing the internal control system and risk management system of the Company.
During the reporting period, the Audit Committee conscientiously fulfilled the responsibilities specified in the
Terms of Reference of the Audit Committee and conducted various tasks in a strict and regulated manner. The
Audit Committee already reviewed the interim results of the Company for the first half of 2014 and the final
results of the Company for the year 2014, and also examined the operation of the internal control system of the
Company for year 2014.
During the reporting period, the Audit Committee held four meetings. Details are as follows:
21 August 2014 The auditors reported to and discussed with Jia Shaohua
the Audit Committee on the problems in the Wang Lijie
interim financial auditing of 2014. Wang Xiaojun
Xue Youzhi
Jiang Qingquan
On 13 January 2015, the Audit Committee discussed with the auditors who are responsible for the annual
audit, confirmed the timeline for the annual audit of the Companys 2013 financial report, urged the auditors to
submit the audit report within the scheduled time and also requested in writing the Audit & Risk Management
Department and other departments to supervise the auditors work.
The Audit Committee timely reviewed the financial report prepared by the Group before the auditors conducted
the annual audit and after the auditors provided their preliminary opinions, and formulated the written
observation that the financial report truly and fully reflected the overall conditions of the Group.
At the meeting held by the Audit Committee on 24 March 2015, a resolution relating to the annual financial report
was passed and the submission of the report to the Board for review was approved. Resolutions were also made in
approving the concluding opinions of the auditors on the auditing work of the Company for the year 2014 as well
as the re-appointment of the auditors for the year 2015. The Audit Committee considered that the auditors have
made objective and fair auditing opinions in accordance with the related accounting principles and requirements.
The appointment of auditors and the decision making process of the payment of their remuneration are in
accordance with the law. The Audit Committee proposes to the Company to re-appoint Shine Wing Certified
Public Accountants and Grant Thornton as the domestic and international auditor of the Company for the year
2015, respectively.
The Remuneration Committee is comprised three members: two independent Directors, namely Mr. Xue Youzhi,
Mr. Wang Xiaojun, and one employee Director, namely Mr. Jiang Qingquan. Mr. Xue Youzhi serves as the
Chairman of the Remuneration Committee.
The Remuneration Committee is mainly responsible for formulating remuneration policies for the Directors,
Supervisors and senior management, and recommending to the Board the remuneration plans for the Directors,
Supervisors and senior management.
1. The Assessment and Payment of the Remuneration of the Directors, Supervisors and Senior Management
for 2013
Pursuant to the remuneration arrangement approved by the Shareholders general meeting and the Board,
and with reference to the completion status of the Companys operating targets for 2013, the remuneration
of the Directors, Supervisors and senior management for 2013 were reviewed and paid in accordance with
the relevant procedures.
2. The Review of the Performance of the Directors, Supervisors and Senior Management in 2014
In accordance with related domestic and international supervisory regulations, as well as the internal
control system and the Terms of Reference of the Remuneration Committee, the Remuneration Committee
has reviewed the remuneration of the Directors, Supervisors and senior management as disclosed by the
Company for the year 2014.
Pursuant to the Remuneration Standards and Operation Assessment Methods for the Directors, Supervisors
and Senior Management of the Company, and having considered the key financial indicators and
the completion status of the operating objectives for the year 2014, the division of work and the key
responsibilities of the Directors, Supervisors and senior management, as well as the completion status of
performance targets of the Directors, Supervisors and senior management, the Remuneration Committee
has reviewed the performance of the Directors, Supervisors and senior management and has made
comparisons against the requirements of their performance appraisals. The Remuneration Committee
believed that:
The Company determined the remuneration standards for the Directors, Supervisors and senior
management of the Company for the year in accordance with the unified remuneration management
system. The remuneration management system and the assessment and reward measures of the Company
are in the interest of the employees of the Company and consistent with the principles of more pay for more
work and the linkage with performance.
The Remuneration Committee reviewed the remuneration of the Directors, Supervisors and senior
management as disclosed in this annual report and found the disclosure was consistent with the actual
payments made. The disclosure of the remuneration of the Directors, Supervisors and senior management
complied with the remuneration management system and was not in violation of the remuneration
management system nor was it inconsistent with the remuneration management system.
The members of Remuneration Committee, Mr. Xue Youzhi, Mr. Wang Xiaojun and Mr. Dong Yunqing
attended the Remuneration Committee meeting held on 20 March 2014. The resolutions formed in the
meeting were as follows:
1. reviewed and approved the Proposal regarding the Remuneration of the Directors, Supervisors and
Senior Management for 2014;
2. reviewed and approved the Remuneration Standards and Operation Assessment Methods for the
Directors, Supervisors and Senior Management.
The Nomination Committee is comprised two independent directors, namely Mr. Wang Xiaojun and Mr. Wang
Lijie, and the Chairman Mr. Li Xiyong. Mr. Wang Xiaojun serves as the chairman of the Nomination Committee.
The main duties of the Nomination Committee are: (1) to recommend to the Board on the structure, the number
of Directors and the composition of the Board according to the operation, asset scale and share structure
of the Company, to realize the diversity of the Board members by considering the related factors according
to the Companys business model and specific needs; (2) to study and formulate the selection criteria and
procedures for Directors and senior management, and make relevant recommendations; (3) to extensively
identify eligible candidates for the positions of Directors and senior management of the Company, and make
relevant recommendations to the Board; (4) to review the candidates for Directors and senior management,
and to recommend to the Board on the proposed appointments and the succession plan of Directors and senior
management and other relevant matters; (5) to assess the independence of independent non-executive Directors.
The Nomination Committee held three meetings during the reporting period. The details are as follows:
18 March 2014 The Nomination Committee held the sixth Wang Xiaojun
meeting of the fifth session of the Board to Li Xiyong
conduct review on the qualification of the Cheng Faguang
candidates for directors of the sixth session
of the Board; recommend the Board to
nominate Mr. Li Xiyong, Mr. Zhang Xinwen,
Mr. Yin Mingde, Mr. Wuyuxiang, Mr. Zhang
Baocai, Mr. Wu Xiangqian as the candidates
for non-independent directors of the sixth
session of the Board; and recommend the
Board to nominate Mr. Wang Lijie, Mr. Jia
Shaohua, Mr. Wang Xiaojun, Mr. Xue Youzhi
as the candidates for independent directors of
the sixth session of the Board.
22 August 2014 According to the requirements of the Hong Wang Xiaojun
Kong Stock Exchange, the Nomination Li Xiyong
Committee formulated and submitted to Wang Lijie
the Board on Nomination Committee Rules
(amendment) and confirmed the content of
the policy of diversifying director.
18 December 2014 The Nomination Committee held the first Wang Xiaojun
meeting of the sixth session of the Board to Li Xiyong
conduct review on the qualification of Mr. Wang Lijie
Zhao Honggang, the candidate for deputy
general manager, and recommend the Board
to perform the election procedure.
During the reporting period, the Nomination Committee taking into consideration of the diversity of the Board
(including but not limited to gender, age, cultural and educational background, or professional experience)
reviewed the structure, size and composition of the Board, made independence assessment of the independent
non-executive Directors. The Nomination Committee considered that the structure, size and composition
(including skills, knowledge and experience) of the sixth session of the Board were suitable and consistent with
the Companys development strategies and the Companys operation, asset scale and shareholding structure; the
independence of the independent non-executive Directors was in compliance with the regulatory requirements.
The members of the Strategy and Development Committee are Director Mr. Li Xiyong, Director Mr. Yin
Mingde and independent Director Mr. Xue Youzhi. Mr. Li Xiyong serves as the Chairman of the Strategy and
Development Committee. Mr. Zhang Xinwen, the former director and vice chairman of the Board, resigned from
the positions of Director and vice chairman on 13 March 2015. Consequently, he didnt serve as the member of
Strategy and Development Committee of the Company.
The main duties of the Strategy and Development Committee include: (1) to research and propose on the long-
term development strategy and significant investment decisions of the Company; (2) to research and propose on
the annual strategic development plan and operational plan of the Company; (3) to supervise the implementation
of the Companys strategic plan and operational plan; (4) to research and propose on other significant issues
affecting the development of the Company.
The members of Strategy and Development Committee, Mr. Li Xiyong, Mr. Zhang Xinwen, Mr. Yin Mingde and
Mr. Xue Youzhi attended the Strategy and Development Committee meeting held on 12 December 2014. The
resolutions formed in the meeting were as follows:
2. reviewed the plan of production and operation and the plan of capital expenditure of the Company for 2015
and agreed to submit it to the Board for approval.
The details are set out in the section headed Chapter 5 Significant Events in this annual report.
At the first meeting of the fifth session of the Board, Mr. Zhang Baocai was appointed as the company secretary.
As a member of the Hong Kong Institute of Company Secretaries and with his academic and professional
qualification background and relevant working experience, Mr. Zhang performed his duties well as a company
secretary. Every year, Mr. Zhang insists on attending relevant professional trainings to continuously improve
his work experiences. Furthermore, as Director and the deputy general manager of the Company, Mr. Zhang is
familiar with the daily operations of the Company thus ensures communication between the Directors and the
senior management and assists the Board to strengthen the development of corporate governance mechanism.
During the reporting period, Mr. Zhang has participated in over 15 hours of training organized by the CSRC,
the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the Hong Kong Institute of Chartered Company
Secretaries, the Securities Association of China, and the China Association for Public Companies etc.
The authorities and responsibilities of the company secretary are set out in detail in the Articles.
The procedures for Shareholders proposal to convene a general meeting of Shareholders, for submitting enquires
to the Board and for submitting proposals at general meetings have been set out in detail in the Articles.
The qualified Shareholders can propose to convene an extraordinary general meeting by the following ways: (1)
Shareholders are entitled to propose to the Board to convene an extraordinary general meeting in writing and
state the motions of the meeting. Within the prescribed period, the Board shall provide its written decision to
the Shareholders. (2) If the Board decides against convening the proposed extraordinary general meeting, the
shareholders are entitled to propose to convene the extraordinary general meeting to the supervisory committee in
writing. (3) If the supervisory committee fails to issue a notice of general meeting within the prescribed period, the
supervisory committee shall be deemed not to convene and hold the meeting. Shareholders may convene and hold
the extraordinary general meeting on their own. All reasonable expenses incurred for such extraordinary general
meeting convened by Shareholders as a result of the failure of the Board and the supervisory committee to convene
an extraordinary general meeting as required by the above request(s) shall be borne by the Company. The Board
and the secretary of the Company should cooperate in organizing and convening the Shareholders extraordinary
general meeting and the relevant matters.
After submitting relevant proof of identities, the Shareholders are entitled to enquire the Board for the inspection
of the register of Shareholders, personal information of Directors, Supervisors and senior management, minutes
of Shareholders general meetings, resolutions of the meetings of the Board, resolutions of the meetings of the
supervisory committee, financial and accounting reports and the copies of the Companys debentures.
The qualified shareholder(s) may propose special resolutions in writing to the convenor 10 days before the
Shareholders general meeting is convened. The convenor shall issue a supplementary notice of the general
meeting within two days after receiving the proposal to announce the content of the proposal. All Directors,
Supervisors and senior management should attend the meeting. Except where trade secrets of the Company
are involved, the Board, the Supervisors and the senior management should make an explanation or statement
regarding the Shareholders queries and suggestions.
1. Continuously Optimizing the Rules for the Management of Relationships with Investors
Pursuant to the laws and supervisory regulations of both the domestic and overseas markets where the
Companys shares are traded, and based on day-to-day business practices, the Company has developed
and enhanced the Rules for the Management of Relationship with Investors and the Rules for Disclosure
of Information etc. to regulate the management of investor relations by effective information collection,
compilation, examination, disclosure and feedback control procedures.
The details of the amendments to the Articles are set out in the section headed I. Corporate Governance
under this Chapter.
The Company always communicates with investors sincerely, adhering to the principles of transparency,
equity and justice.
During the reporting period, the Company reported to investors on its business operations and collected
opinions and recommendations on the Company from investors and capital market through face-to-face
meetings at international and domestic road-shows. In order to facilitate its bidirectional communications
with the capital market, the company has actively participated in investment strategy meetings organized
by brokers at home and abroad, invited investors for Company site visits and also made full use of the SSE
e-interactive platform, hotlines, faxes and e-mails. The company has had 510 contacts with analysts, fund
managers and investors.
The Company emphasizes greatly on communications with Shareholders through Shareholders general
meetings, and encourages the minority Shareholders to participate in Shareholders general meetings by
various means such as internet voting. The Chairman and the Vice Chairman of the Board, the General
Manager, the Chairman and the Vice Chairman of the Supervisory Committee, and the relevant Directors,
Supervisors and Senior Management should attend the Shareholders general meeting. At the Shareholders
meeting, each proposal is submitted separately and all the proposals are voted by poll.
The Company emphasizes on the truthfulness, timeliness, equity, accuracy and transparency of information
disclosure and has observed the disclosure requirements set out in the Hong Kong Listing Rules. The Chief
Financial Officer shall ensure the financial report and related information disclosed are a true and fair reflection of
the Companys business operations and financial status, applying the applicable accounting standards and relevant
rules and regulations.
The Company has set up standardized and effective information collection, compilation, examination,
disclosure and feedback control procedures to ensure that disclosure of information is in compliance with
the regulatory requirements of places where the Companys shares are listed, and also to give investors
reasonable access to the Companys information. The Company actively considers the needs of investors and
strives to enable investors to draw conclusions independently based on the disclosed information.
The Company, through its website, provides investors with up-to-date information of the Company,
the improved status of the corporate governance system and the industrial information, realizing the
simultaneous disclosure of the Companys extraordinary announcements, periodic reports on the websites
of the stock exchanges and the statutory media.
2. The fair information disclosure of the Company which is listed on four stock markets
Due to the Companys multiple stock listings domestically and internationally, the Company consistently
adheres to the principle of simultaneous and fair disclosure and publishes the relevant information about
the Company and Yancoal Australia in domestic and international markets at the same time. Meanwhile,
domestic and foreign investors could get timely and fair information on business conditions of the Company
and Yancoal Australia by means of the Companys joint road-shows with Yancoal Australia.
The details are set out in the chapter headed Chapter 9 Internal Controls in this annual report.
All Directors acknowledge their responsibility for preparing the accounts for the year ended 31 December 2014 as
a true and fair reflection of the Companys financial situation, operating results and cash flows.
As at the date of this annual report, 56.52% of the Companys shareholding is owned directly and indirectly by
Yankuang Group. The Company is therefore exempted from certain requirements under Section 303A of the Listed
Company Manual of the New York Stock Exchange (the NYSE): (1) the Company is not required to comply with
Section 303A.01, to form a Board with a majority of the independent Directors, (2) the Company is not required to
comply with Section 303A.04, to form a nominating and corporate governance committee of the Board with all the
members being independent Directors, and (3) the Company is not required to comply with Section 303A.05, to form a
compensation committee of the Board with all the members being independent Directors.
The Company has established an audit committee pursuant to Section 303A.06 of the NYSE Listed Company Manual.
The Company relies on the exemption under Section 303A.00 for foreign private issuers, as well as the exemption for
employee directors provided under Rule 10A-3 of the Exchange Act to comply with the audit committee requirements
set out in the NYSE Listed Company Manual.
As a foreign private issuer, the Company is subject to more than one set of corporate governance requirements,
including those applicable in the Companys home country. The table below set out material differences between the
Companys corporate governance practices and the NYSEs corporate governance requirements contained in Section
303A of the Listed Company Manual of the NYSE:
Corporate A listed company must adopt and Although the Company has not adopted a separate
Governance disclose corporate governance set of corporate governance guidelines including all
Guidelines guidelines. These corporate governance the corporate governance requirements of the NYSE,
guidelines should include: the Company has, however, formulated the Rules of
Procedures for the Shareholders General Meetings,
qualifications of directors; Rules of Procedures for the Board of Directors, Rules
responsibilities of directors; of Procedures for the Supervisory Committee, Rules
communications between for the Work of the Independent Non-Executive
directors and the management and Directors, Rules for Disclosure of Information, Rules
independent advisors; for the Approval and the Disclosure of the Connected
remuneration of directors; Transactions of the Company, and other corporate
training for new directors and governance documentation in accordance with the
continuing education of directors; regulations and requirements of listing in China.
re-appointment of the management;
and The Company believes that, collectively, the
annual review of the performance of foregoing rules and measures adequately reflect the
the board (Section 303A.09) corporate governance requirements of the NYSE
and provide a comprehensive and detailed set of
corporate governance requirements to promote the
effective operation of the Company. This enables
the promotion of a standardized operation of the
Company.
Code of Business A listed company must adopt and The Company has adopted a suitable code of ethics,
Conduct and disclose a code of business conduct which is published on the website, in compliance
Ethics and ethics for directors, officers and with PRC laws and rules of relevant stock exchanges.
employees, and promptly disclose any Although the Companys current code of business
waivers of the code of business conduct conduct and ethics as adopted does not completely
and ethics for directors or executive conform to the NYSE rules, the Company believes
officers. (Section 303A) that the existing code adequately protects the interests
of the Company and Shareholders.
In accordance with the relevant requirements under the US Sarbanes-Oxley Act, Guidance on Internal Control for
Listed Companies issued by the Shanghai Stock Exchange and the Hong Kong Listing Rules issued by Hong Kong
Stock Exchange, the Company formulated the Design and Applications on Internal Control of Yanzhou Coal Mining
Company Limited in 2006, establishing an improved internal control system.
In 2011, in accordance with the relevant requirements under General Rules on Internal Control for Enterprises and
the Supporting Guidelines of Internal Control jointly issued by five Ministries including Ministry of Finance, and
the regulatory requirements of places where the shares of the Company are listed, the Group has made arrangements
regarding internal control procedures and systems for the Company, its subordinated departments and subsidiaries, and
their businesses. On the basis of 18 provisions in the Supporting Guidelines of Internal Control, seven new provisions
on production, inventory, taxation, legal affairs etc. were added according to the practical conditions of the Company,
which further improved and strengthened the internal control system.
The basis of establishment of the internal control system of the financial statement mainly includes: General Rules on
Internal Control for Enterprises and the Supporting Guidelines of Internal Control jointly issued by five Ministries
including Ministry of Finance; the US Sarbanes-Oxley Act; Guidance on Internal Control for Listed Companies issued
by the Shanghai Stock Exchange; the Hong Kong Listing Rules issued by Hong Kong Stock Exchange and General Rules
on Internal Control of Yanzhou Coal Mining Company Limited.
In accordance with the regulations under General Rules on Internal Control for Enterprises jointly issued by five
Ministries including Ministry of Finance and General Rules on Internal Control of Yanzhou Coal Mining Company
Limited, the Board is responsible for the establishment and effective implementation of internal control system; the
supervisory committee is responsible for supervision of the internal control system established and implemented by the
Board; the management is responsible for the organization and management of the daily operation of internal control.
The Board has assessed the effectiveness of the Companys internal control system once a year since 2007 and has
appointed overseas annual auditing accountants to review whether the Companys internal control system complies
with the requirements of the US Sarbanes-Oxley Act. On the above-mentioned basis, the Company appointed domestic
annual auditing accountants to make assessment on whether the Companys internal control system of the financial
statement meets the effectiveness of the domestic regulatory requirements and implementation in 2013.
(I) The Self-Assessment of the Companys Internal Control System by the Board
At the seventh meeting of the sixth session of the Board held on 27 March 2015, the Board made an assessment
on the effectiveness of the internal control systems of the Company for the year 2014. The Board considered that
the internal control system of the Company is sound and has been implemented effectively and no major fault was
found in the design of the internal control or its implementation.
(II) The Assessment of the Companys Internal Control System by the Overseas Annual Auditing
Accountants
The Company appointed Grant Thornton to make a review and assessment on whether the internal control of
the Company complied with the requirements of the US Up to the disclosure date of this annual report, Grant
Thornton is making an assessment on whether the internal control of the Company in 2014 complies with
requirements of the US Sarbanes-Oxley Act.
(III) The Assessment of the Companys Internal Control System of the Financial Statement by the
Domestic Annual Auditing Accountants
The Company appointed Shine Wing Certified Public Accountants to make a review and assessment of the
efficiency of internal control of the financial statements. Shine Wing Certified Public Accountants considered that
at 31 December 2014, in accordance with the requirements of General Rules on Internal Control for Enterprises
and related regulations, the Company maintained efficient internal control of financial statement in all material
aspects.
The self-assessment report of the Board and the audit report of the internal control of the financial statement
report issued by the Domestic annual auditing accountants were posted on the Shanghai Stock Exchange website,
the Hong Kong Stock Exchange website and the Companys website.
During the reporting period, the Company strictly enforced the relevant provisions relating to the accountability system
of significant errors of disclosure in periodic reports in the Information Disclosure Management System of Yanzhou
Coal Mining Company Limited and no amendments on significant accounting errors, supplement of major missing
information.
We have audited the consolidated financial statements of Yanzhou Coal Mining Company Limited (the Company) and its
subsidiaries (collectively referred to as the Group) set out on pages 122 to 239, which comprise the consolidated balance
sheet as at December 31, 2014, and the consolidated income statement, the consolidated statement of comprehensive income,
the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and a
summary of significant accounting policies and other explanatory information.
The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and
fair view in accordance with International Financial Reporting Standards issued by the International Accounting Standards
Board and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors
determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report
our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability
to any other person for the contents of this report. We conducted our audit in accordance with Hong Kong Standards on
Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks
of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys preparation of consolidated financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Group as at
December 31, 2014 and of the Groups profit and cash flows for the year then ended in accordance with International
Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong
Kong Companies Ordinance.
Attributable to:
Equity holders of the Company 766,158 777,368 6,065,570
Owners of perpetual capital securities 41 36,456
Non-controlling interests
Perpetual capital securities 41 82,079
Other (397,590) (962,821) (31,383)
EARNINGS PER SHARE, BASIC AND DILUTED 16 RMB 0.16 RMB 0.16 RMB 1.23
EARNINGS PER ADS, BASIC AND DILUTED 16 RMB 1.56 RMB 1.58 RMB 12.33
Available-for-sales investments:
Change in fair value 76,549 5,283 (5,923)
Deferred taxes (19,137) (1,321) 1,481
Other comprehensive (loss) income for the year (2,634,206) (4,590,565) 348,423
Total comprehensive (loss) income for the year (2,147,103) (4,776,018) 6,382,610
Attributable to:
Equity holders of the Company (1,554,464) (3,069,475) 6,413,993
Owners of perpetual capital securities 36,456
Non-controlling interests
Perpetual capital securities 82,079
Other (711,174) (1,706,543) (31,383)
At December 31,
NOTES 2014 2013
RMB000 RMB000
ASSETS
CURRENT ASSETS
Bank balances and cash 17 15,041,928 10,922,637
Term deposits 17 5,154,296 4,441,210
Restricted cash 17 275,981 111,349
Bills and accounts receivable 18 7,084,105 9,019,505
Long term receivables due within one year 28 1,705,757
Royalty receivable 19 89,137 105,584
Inventories 20 1,470,480 1,589,220
Prepayments and other receivables 21 7,219,251 5,259,576
Prepaid lease payments 22 22,343 18,701
Derivative financial instruments 36 359 16,651
Tax recoverable 22,706 39,964
NON-CURRENT ASSETS
Intangible assets 23 37,287,549 38,256,388
Prepaid lease payments 22 776,751 676,202
Property, plant and equipment 24 44,174,612 41,896,508
Goodwill 25 2,232,751 2,460,551
Investments in securities 26 388,764 211,559
Interests in associates 27 2,955,629 2,744,957
Interests in joint ventures 30 130,867 488,350
Restricted cash 17 53,870 35,102
Long term receivables due after one year 28 302,517 1,906,397
Royalty receivable 19 909,927 1,028,790
Deposits made on investments 29 118,926 121,926
Deferred tax assets 39 5,679,608 6,107,062
At December 31,
NOTES 2014 2013
RMB000 RMB000
CURRENT LIABILITIES
Bills and accounts payable 32 4,037,204 2,716,675
Other payables and accrued expenses 33 8,736,690 8,385,134
Provision for land subsidence, restoration,
rehabilitation and environmental costs 34 2,900,054 3,321,564
Amounts due to Parent Company and its
subsidiary companies 190,408 44,737
Borrowings-due within one year 35 10,871,689 11,275,056
Long term payable and provision-due within one year 38 398,794 439,000
Derivative financial instruments 36 81,602 315,111
Contingent value rights shares liabilities 37 1,408,729
Tax payable 113,442 909,967
NON-CURRENT LIABILITIES
Borrowings-due after one year 35 50,566,399 44,099,955
Deferred tax liabilities 39 7,554,413 8,468,421
Provision for land subsidence, restoration,
rehabilitation and environmental costs 34 529,953 532,144
Long term payable and provision-due after one year 38 1,118,950 1,555,635
The consolidated financial statements on pages 122 to 239 were approved and authorized for issue by the Board of Directors
on March 27, 2015 and are signed on its behalf by:
Li Xiyong Wu Yuxiang
Director Director
Attributable to
Future Statutory Investment Cash flow equity holders Non-
Share Share development common Translation revaluation hedge Retained of the controlling
capital premium fund reserve fund reserve reserve reserve earnings Company interests Total
RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000
(note 40) (note 40) (note 40)
Balance at January 1, 2012 4,918,400 2,981,002 4,150,785 4,551,760 (376,832) 71,950 (108,271) 26,262,686 42,451,480 690,560 43,142,040
Profit (Loss) for the year 6,065,570 6,065,570 (31,383) 6,034,187
Other comprehensive income (loss):
Fair value change of
available-for-sale investments (4,442) (4,442) (4,442)
Cash flow hedge reserve recognized 55,054 55,054 55,054
Exchange difference arising on
translation of foreign operations 297,721 297,721 297,721
Share of other comprehensive
income of associates 90 90 90
Total comprehensive income (loss) for
the year 297,721 (4,352) 55,054 6,065,570 6,413,993 (31,383) 6,382,610
Transactions with owners
Appropriations to and utilization of reserves 645,219 423,618 (1,068,837)
Dividends (2,803,488) (2,803,488) (47,095) (2,850,583)
Contribution from non-controlling
interests 49,000 49,000
Disposal of partial interests in
Yancoal Australia (430,971) (430,971) 2,569,101 2,138,130
Deferred Tax arising from the
restructuring of Australian
subsidiaries (100,980) (100,980) (40,087) (141,067)
Total transactions with owners 645,219 423,618 (4,404,276) (3,335,439) 2,530,919 (804,520)
Balance at December 31, 2012 4,918,400 2,981,002 4,796,004 4,975,378 (79,111) 67,598 (53,217) 27,923,980 45,530,034 3,190,096 48,720,130
Balance at January 1, 2013 4,918,400 2,981,002 4,796,004 4,975,378 (79,111) 67,598 (53,217) 27,923,980 45,530,034 3,190,096 48,720,130
Profit (Loss) for the year 777,368 777,368 (962,821) (185,453)
Other comprehensive income (loss):
Fair value change of
available-for-sale investments 3,962 3,962 3,962
Cash flow hedge reserve recognized (697,568) (697,568) (212,430) (909,998)
Exchange difference arising on
translation of foreign operations (3,153,237) (3,153,237) (531,292) (3,684,529)
Total comprehensive income (loss) for
the year (3,153,237) 3,962 (697,568) 777,368 (3,069,475) (1,706,543) (4,776,018)
Transactions with owners
Acquisition of Hao Sheng (Note 45) 2,401,737 2,401,737
Increase of the registered capital
of Hao Sheng 75,540 75,540
Stamp duty arising from the
restructuring of Australian
subsidiaries (71,140) (71,140) (71,140)
Set up of Rizhao 147,000 147,000
Appropriations to and
utilization of reserves (820,272) 535,945 284,327
Dividends (1,770,624) (1,770,624) (60,277) (1,830,901)
Acquisition of non-controlling
interests (Note 47) (240,117) (240,117) (440,170) (680,287)
Total transactions with owners (820,272) 535,945 (1,797,554) (2,081,881) 2,123,830 41,949
Balance at December 31, 2013 4,918,400 2,981,002 3,975,732 5,511,323 (3,232,348) 71,560 (750,785) 26,903,794 40,378,678 3,607,383 43,986,061
Balance at January 1, 2014 4,918,400 2,981,002 3,975,732 5,511,323 (3,232,348) 71,560 (750,785) 26,903,794 40,378,678 3,607,383 43,986,061
Profit (Loss) for the year 766,158 766,158 36,456 82,079 (397,590) 487,103
Other comprehensive income (loss):
Fair value change of available-for-sale
investments 57,412 57,412 57,412
Share of comprehensive income
from associate 11,213 11,213 11,213
Cash flow hedge reserve recognized (705,157) (705,157) (208,353) (913,510)
Exchange difference arising on
translation of foreign operations (1,684,090) (1,684,090) (105,231) (1,789,321)
Total comprehensive income (loss) for the year (1,684,090) 68,625 (705,157) 766,158 (1,554,464) 36,456 82,079 (711,174) (2,147,103)
Transactions with owners
Issuance of Subordinated Capital Notes 3,102 3,102
Issuance of perpetual capital securities 2,485,000 1,835,747 4,320,747
Distributon paid to holders of
perpetual capital securities (65,923) (65,923)
Appropriations to and utilization of reserves (2,316,285) 418,788 1,897,497
Dividends (98,368) (98,368) (98,368)
Total transactions with owners (2,316,285) 418,788 1,799,129 (98,368) 2,485,000 1,769,824 3,102 4,159,558
Balance at December 31, 2014 4,918,400 2,981,002 1,659,447 5,930,111 (4,916,438) 140,185 (1,455,942) 29,469,081 38,725,846 2,521,456 1,851,903 3,102 2,896,209 45,998,516
OPERATING ACTIVITIES
INVESTING ACTIVITIES
FINANCING ACTIVITIES
1. GENERAL
Yanzhou Coal Mining Company Limited (the Company) is established as a joint stock company with limited liability
in the Peoples 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 Companys A shares are listed on the Shanghai Stock 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 Group Profile and General Information to the annual
report.
The Company operates eight coal mines, namely the Xinglongzhuang coal mine, Baodian coal mine, Nantun coal
mine, Dongtan coal mine, Jining II coal mine (Jining II), Jining III coal mine (Jining III), Beisu coal mine (Beisu)
and Yangcun coal mine (Yangcun) as well as a regional rail network that links the eight mines with the national rail
network. The Companys 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 Companys subsidiaries, associates, joint ventures and joint operations are set out in notes
55, 27, 30 and 31 respectively.
As at December 31, 2014, the Company and all its subsidiaries (collectively referred to as the Group) had net current
assets of RMB10,756,460,000 (2013: RMB2,708,424,000) and total assets less current liabilities of RMB105,768,231,000
(2013: RMB98,642,216,000).
In 2006, the Company acquired 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. 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 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 Chemicals
Company Limited (Shanxi Tianhao). In 2010, Shanxi Neng Hua acquired approximately 0.04% equity interest of
Shanxi Tianhao at cash consideration of RMB14,000. 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 in 2008.
1. GENERAL (continued)
In 2004, the Company acquired 95.67% equity interest in Yanmei Heze Company Limited (Heze) from the Parent
Company at cash consideration of RMB584,008,000. The principal activities of Heze are to exploit and sale of coal in
Juye coal field. The equity interests held by the Company increased to 96.67% after the increase of the registered capital
of Heze in 2007. The equity interests held by the Company increased to 98.33% after the increase of the registered capital
of RMB1.5 billion in 2010.
The Company originally held 97% equity interest in Yanzhou Coal Yulin Power Chemical Co., Ltd. (Yulin). The
Company acquired the remaining 3% equity interest and made further investment of RMB600,000,000 in Yulin in 2008.
In February 2009, the Company acquired a 74% equity interest in Shandong Hua Ju Energy Company Limited (Hua
Ju Energy) from the Parent Company at a consideration of RMB593,243,000. Hua Ju Energy is a joint stock limited
company established in the PRC with the principal business of 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 agreed to acquire 21.14% equity interest in Hua
Ju Energy at a consideration of RMB173,007,000.
In 2009, the Company entered into a binding scheme implementation agreement with Felix Resources Limited (Felix),
a corporation incorporated in Australia with shares listed on the Australian Securities Exchange (ASX), to acquire
all the shares of Felix in cash of approximately AUD3,333 million. 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. This acquisition was completed in 2009. In 2011, Felix Resources Limited was renamed as Yancoal
Resources Limited (Yancoal Resources).
In 2009, the Company invested RMB500 million to set up a wholly-owned subsidiary located in Inner Mongolia,
Yanzhou Coal Ordos Neng Hua Company Limited (Ordos). Ordos is a limited liability company incorporated in
the PRC with the objectives of production and sale of methanol and other chemical products. In 2011, the Company
invested additional equity in the registered capital of Ordos of RMB2.6 billion. The Company also acquired Yiginhuoluo
Qi Nalin Tao Hai Town An Yuan Coal Mine (An Yuan Coal Mine) at a consideration of RMB1,435,000,000.
In 2010, the Company acquired 100% equity interest of Inner Mongolia Yize Mining Investment Co., Ltd (Yize) and
other two companies at a consideration of RMB190,095,000. The main purpose of this acquisition is to facilitate the
business of methanol and other chemical products in Inner Mongolia Autonomous Region.
In 2011, Ordos acquired 80% equity interest of Inner Mongolia Xintai Coal Mining Company Limited (Xintai) at a
consideration of RMB2,801,557,000 from an independent third party. Xintai owns and operates Wenyu Coal Mine in
Inner Mongolia. The principal activities of Xintai are coal production and coal sales. On September 30, 2013, Ordos
acquired remaining 20% of non-controlling interests of Xintai with consideration of RMB680,287,000.
1. GENERAL (continued)
In 2011, the Company acquired 100% equity interests in Syntech Holdings Pty Ltd and Syntech Holdings II Pty
Ltd (collectively Syntech) at a cash consideration of AUD208,480,000. The principal activities of Syntech include
exploration, production, sorting and processing of coal. The acquisition was completed on August 1, 2012.
The Company entered into a sales and purchases agreement on September 27, 2011 to acquire 100% equity interests
in both Wesfarmers Premier Coal Limited (Premier Coal) and Wesfarmers Char Pty Ltd (Wesfarmers Char) at
a consideration of AUD313,533,000. The acquisition was completed on December 30, 2011. Premier Coal is mainly
engaged in the exploration, production and processing of coal. Wesfarmers Char is mainly engaged in the research and
development of the technology and procedures in relation to processing coal char from low rank coals.
In 2011, the Company invested USD2.8 million to set up a wholly-owned subsidiary, Yancoal International (Holding)
Co., Limited (Yancoal International). Yancoal International was established in Hong Kong to act as a platform for
overseas assets and business management. Yancoal International has four subsidiaries, namely Yancoal International
Trading Co., Limited, Yancoal International Technology Development Co., Limited, Yancoal International Resources
Development Co., Limited and Yancoal Luxembourg Energy Holding Co., Limited (Yancoal Luxembourg). Yancoal
Luxembourg established a wholly-owned subsidiary, Yancoal Canada Resources Co., Ltd (Yancoal Canada) with
USD290 million as investment. The Company acquired, at a total consideration of USD260 million, 19 potash
mineral exploration permits in the Province of Saskatchewan, Canada through Yancoal Canada. The permit transfer
registrations were completed on September 30, 2011.
On December 22, 2011 and March 5, 2012, the Company, Yancoal Australia Limited (Yancoal Australia) and
Gloucester Coal Limited (Gloucester), a corporation incorporated in Australia whose shares are listed on the ASX,
entered into the merger proposal deed in respect of a proposal for the merger of Yancoal Australia and Gloucester.
Yancoal Australia acquired the entire issued share capital of Gloucester at a consideration of a combination of
218,727,665 ordinary shares of Yancoal Australia and 87,645,184 contingent value rights shares (CVR shares).
Following the completion of the merger, Yancoal Australia is separately listed on the ASX, replacing the listing position
of Gloucester. The merger was completed on June 27, 2012. The ordinary shares and CVR shares of Yancoal Australia
was listed on the ASX on June 28, 2012. On June 22, 2012, according to the merger agreement, the equity interest in
Syntech and Premier Coal held by Yancoal Australia has been transferred to Yancoal International.
On April 23, 2012, the Company entered into an assets transfer agreement with the Parent Company and its subsidiary
to purchase the target assets from the Parent Company and its subsidiary at a consideration of RMB824,142,000 to
acquire all the assets and liabilities of Beisu and Yangcun and their equity investments in Zoucheng Yankuang Beisheng
Industry & Trading Co., Ltd (Beisheng Industry and Trade), Shandong Shengyang Wood Co., Ltd (Shengyang
Wood) and Jining Jiemei New Wall Materials Co., Ltd (Jiemei Wall Materials). Beisu and Yangcun mainly engaged in
the production and exploration of PCI coal and thermal coal. The acquisition was completed on May 31, 2012.
1. GENERAL (continued)
In 2012, the Company entered into an agreement for investment in Shandong Coal Trading Centre Co., Limited
(Trading Centre) with two independent third parties. The Company contribute RMB51,000,000 which represents 51%
of the equity interest in Trading Centre. The principal activities of Trading Centre is to provide coal trading and relevant
advisory services. Trading Centre has not yet commenced any business.
In 2010, the Company entered into a co-operative agreement with three independent third parties to acquire 51%
equity interest of Inner Mongolia Hao Sheng Coal Mining Limited (Hao Sheng) and obtained the mining rights of
the Shilawusu Coal Field (the mining right) in the name of Hao Sheng. From 2011 to 2013, the Company entered into
agreements with contract parties to further acquire equity interest in Hao Sheng and increase Hao Shengs registered
capital. Upon completion of these agreements during the period, the Company owns 74.82% equity interest in Hao
Sheng with total consideration of RMB 7,136,536,000. During the year, the Company made additional contribution of
RMB224,460,000 to registered capital in proportion to its equity interest. As at December 31, 2014, Hao Sheng has not
commenced any business.
In 2012, the Company entered into a cooperation agreement with two independent third parties to set up a company,
Shandong Yanmei Rizhao Port Coal Storage and Blending Co., Ltd. (Rizhao), to act as a coal blending, storage and
distribution base in Rizhao Port. Upon completion of registration procedures in 2013, the Company contributed
RMB153,000,000, which represents 51% equity interest of Rizhao.
On March 14, 2014, the Company entered into a co-operative agreement with Yancoal International and contributed
RMB500,000,000 to set up Zhongyin Financial Leasing Company Limited (Zhongyin Financial) in Shanghai Pilot Free
Trade Zone, to provide finance lease, lease consulation and guaranteed and commercial insurance service for finance
lease business. The registration process was completed on May 20, 2014.
On May 8, 2014, the Company invested RMB300,000,000 to set up a wholly-owned subsidiary of Shandong Zhongyin
Logistics & Trade Company Limited (Zhongyin Logistics), mainly engaged in the business of sales of coal and
procurement of coal mining machinery and equipment parts.
On November 17, 2014, the Company invested RMB100,000,000 to set up a wholly-owned subsidiary of Duanxin
Investment Holding (Beijing) Company Limited, mainly engaged in the business of consultancy service of operation
management and investment management. As at the end of the reporting period, Duanxin Investment Holding (Beijing)
Company Limited has not yet commenced any business.
2. BASIS OF PREPARATION
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 the PRC enterprises (PRC GAAP).
The consolidated financial statements include applicable disclosures required by the predecessor Hong Kong Companies
Ordinance (Cap. 32) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The consolidated financial statements are presented in Renminbi (RMB), which is also the functional currency of the
Company.
In the current year, the Group had applied, for the first time, the following amended standards (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 the IASB, which are effective for the Groups financial year
beginning on January 1, 2014.
Other than as noted below, the adoption of the amended IFRSs had no material impact on how the results and financial
position for the current and prior periods have been prepared and presented.
The amendments clarify the requirements to disclose the recoverable amount of an asset (or cash generating unit)
whenever an impairment loss has been recognised or reversed in the period. In addition, they introduce several new
disclosures required to be made when the recoverable amount of impaired asset (or cash generating unit) is based on fair
value less costs of disposal. The Group has applied the amendments retrospectively in accordance with their transitional
provisions and the disclosures about the Groups impaired non-financial assets are set out in notes 23 and 25 to the
financial statements.
The Group has not early applied the following new and amended standards, amendments or interpretations that have
been issued but are not yet effective.
1
Effective for annual periods beginning on or after July 1, 2014
2
Effective for annual periods beginning on or after January 1, 2016
3
Effective for annual periods beginning on or after January 1, 2017
4
Effective for annual periods beginning on or after January 1, 2018
The directors anticipate that all of the pronouncements will be adopted in the Groups accounting policy for the first
period beginning after the effective date of the pronouncement. Information on new and amended IFRSs that are
expected to have impact on the Groups accounting policies is provided below. The directors are currently assessing
the possible impact of these new and amended IFRSs on the Groups results and financial position in the first year
of application. Other new and amended IFRSs are not expected to have a material impact on the Groups financial
statements.
The Annual Improvements to IFRSs 2010-2012 Cycle include a number of amendments to various IFRSs, which are
summarised below.
The amendments to IFRS 8 (i) require an entity to disclose the judgements made by management in applying the
aggregation criteria to operating segments, including a description of the operating segments aggregated and the
economic indicators assessed in determining whether the operating segments have similar economic characteristics;
and (ii) clarify that a reconciliation of the total of the reportable segments assets to the entitys assets should only be
provided if the segment assets are regularly provided to the chief operating decision-maker.
The amendments to the basis for conclusions of IFRS 13 clarify that the issue of IFRS 13 and consequential amendments
to IAS 39 and IFRS 9 did not remove the ability to measure short-term receivables and payables with no stated interest
rate at their invoice amounts without discounting, if the effect of discounting is immaterial.
The amendments to IAS 16 and IAS 38 remove perceived inconsistencies in the accounting for accumulated
depreciation/amortization when an item of property, plant and equipment or an intangible asset is revalued. The
amended standards clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of
the carrying amount of the asset and that accumulated depreciation/amortization is the difference between the gross
carrying amount and the carrying amount after taking into account accumulated impairment losses.
The amendments to IAS 24 clarify that a management entity providing key management personnel services to a
reporting entity is a related party of the reporting entity. Consequently, the reporting entity should disclose as related
party transactions the amounts incurred for the service paid or payable to the management entity for the provision of
key management personnel services. However, disclosure of the components of such compensation is not required.
The Annual Improvements to IFRSs 2011-2013 Cycle include a number of amendments to various IFRSs, which are
summarised below.
The amendments to IFRS 3 clarify that the standard does not apply to the accounting for the formation of all types of
joint arrangement in the financial statements of the joint arrangement itself.
The amendments to IFRS 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of
financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted
for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or
financial liabilities within IAS 32.
The amendments to IAS 40 clarify that IAS 40 and IFRS 3 are not mutually exclusive and application of both standards
may be required. Consequently, an entity acquiring investment property must determine whether:
(a) the property meets the definition of investment property in terms of IAS 40; and
(b) the transaction meets the definition of a business combination under IFRS 3.
The Annual Improvements to IFRSs 2012-2014 Cycle include a number of amendments to various IFRSs, which are
summarised below.
IFRS 5 provides guidance when an entity reclassifies either an asset or a disposal group from held for sale to held for
distribution (or vice versa), or when held for distribution accounting is discontinued; and clarifies that these types
of changes in plans do not result in a new classification but instead lead to the same classification, presentation and
measurement requirements for each type of disposal in IFRS 5.
IFRS 7 provides additional guidance in identifying the circumstances under which a servicing contract is considered
to be continuing involvement for the purposes of applying the disclosure requirements for transferred assets. The
amendments also clarifies that the additional disclosure required by the amendments to IFRS 7 on offsetting financial
assets and financial liabilities is not specifically required for all interim periods. However, the additional disclosure is
required when its inclusion would be necessary in order to meet the general principles of IAS 34.
IAS 19 requires that the currency and term of the corporate or government bonds used to determine the discount rate
for post-employment benefit obligations must be consistent with the currency and estimated term of the obligations.
The amendments clarify that the assessment of the depth of the corporate bond market shall be made at the currency-
level rather than the country-level.
IAS 34 clarifies the meaning of disclosure of information elsewhere in the interim financial report and requires the
inclusion of a cross-reference from the interim financial statements to the location of this information.
IFRS 9 issued in 2009 introduces new requirements for the classification and measurement of financial assets. IFRS
9 was subsequently amended in 2010 to include the requirements for the classification and measurement of financial
liabilities and for derecognition, and further amended in 2013 to include the new requirements for hedge accounting.
Revised version of IFRS 9 was issued in 2014 mainly to include impairment requirements for financial assets and
limited amendments to the classification and measurement requirements by introducing a fair value through other
comprehensive income (FVTOCI) measurement category for certain simple debt instruments.
All recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement
are subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business
model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely
payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of
subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at
the end of subsequent reporting periods. In addition, under IFRS 9, entities may make an irrevocable election to present
subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive
income, with only dividend income generally recognised in profit or loss.
With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires
that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that
liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liabilitys
credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes
in fair value of financial liabilities attributable to changes in the financial liabilities credit risk are not subsequently
reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability
designated as fair value through profit or loss was presented in profit or loss.
The new general hedge accounting requirements retain the three types of hedge accounting. However, greater flexibility
has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of
instruments that qualify for hedging instruments and the types of risk components of non-financial items that are
eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle
of an economic relationship. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced
disclosure requirements about an entitys risk management activities have also been introduced.
In relation to the impairment of financial assets, the new introduction of IFRS 9 requires an expected credit loss model,
as opposed to an incurred credit loss model under IAS 39 in the past. The expected credit loss model requires an entity
to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes
in credit risk since initial recognition. It is no longer necessary for a credit event to have occurred before credit losses are
recognised.
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
The amendments remove an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28
(2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture and
require that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary
or not).
A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these
assets are housed in a subsidiary.
These amendments provide guidance on the accounting for acquisitions of interests in joint operations constituting
a business. The amendments require all such transactions to be accounted for using the principles on business
combinations accounting in IFRS 3 and other IFRSs except where those principles conflict with IFRS 11. Acquisitions of
interests in joint ventures are not impacted by this new guidance.
Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and
Amortisation
The amendments introduce a rebuttable presumption to IAS 38 that the use of revenue-based methods to calculate the
amortisation of an intangible asset is not appropriate.
This presumption can be overcome only in the limited circumstances in which the intangible asset is expressed as a
measure of revenue or when revenue and the consumption of the economic benefits of the intangible asset are highly
correlated. The amendments also prohibit the use of revenue-based methods to calculate the depreciation of property,
plant and machinery under IAS 16.
The consolidated financial statements have been prepared on the historical cost basis except for certain financial
instruments, which are stated at fair value. The accounting policies are set out below.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and all of its subsidiaries.
Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights,
to variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity. When assessing whether the Group has power over the entity, only substantive rights relating to the entity
(held by the Group and others) are considered.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated income
statement from the date on which control is transferred to the group or up to the date that control ceases, as appropriate.
Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
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.
Changes in the Groups ownership interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions. The carrying amounts of the Groups interests and the non-
controlling interests are adjusted to reflect the changes in relative interests in the subsidiaries. Any difference between
the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is
recognized directly in equity and attributed to owners of the Company.
When the Group ceases to have control of the entity, any retained interest in the entity is re-measured to its fair value at
the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial
carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or
financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity
are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts
previously recognised in other comprehensive income are reclassified to profit or loss.
Business combination
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets
transferred by the Group, liabilities incurred by the Group to former owners of the acquiree and the equity interests
issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as
incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. Subsequent adjustments to the consideration are recognized against
the cost of acquisition within the measurement period which does not exceed one year from the acquisition date.
Subsequent accounting for changes in fair values of the contingent consideration that do not qualify as measurement
period adjustments is included in the income statement or within equity for contingent consideration classified as an
asset/liability and equity respectively.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over
the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after assessment,
the Groups interest in the fair value of the acquirees identifiable net assets exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirers previously
held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the
entitys net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling
interests proportionate share of the recognized amounts of the acquirees identifiable net assets. The choice of
measurement basis is made on a transaction-by-transaction basis. The Group applies the non-controlling interests
proportionate share of the recognized amounts of the acquirees identifiable net assets to account for all its acquisitions.
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. Significant influence is the power to participate in the financial and operating policy decisions of the
investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the
equity method. Under the equity method, investments in associates are carried in the consolidated balance sheet at
cost and adjusted for post-acquisition changes in the Groups share of net assets of the associates, less any identified
impairment loss. When the Groups 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 Groups net investment in the associate), the Group
discontinues recognizing its share of further losses. 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. If the associate subsequently reports profits, the Group resumes recognizing its share of those profits only after
its share of the profits exceeds the accumulated share of losses that has previously not been recognized.
Any excess of the cost of acquisition over the Groups 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 Groups 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.
The requirements of IAS 39 are applied to determine whether it is necessary to recognize any impairment loss with
respect to the Groups investment in associates. When necessary, the entire carrying amount of the investment
(including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by
comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any
impairment loss recognized forms part of the carrying amount of the investment and the reversal of that impairment
loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently
increases.
Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the
Groups interest in the relevant associate.
Joint arrangements
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets
of the arrangement, rather than rights to its assets and obligation for its liabilities. A joint operation is an arrangement in
which the Group has joint control, whereby the Group has rights to the assets, and obligations for the liabilities, relating
to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only
when decisions about the relevant activities require unanimous consent of the parties sharing control.
Joint ventures are accounted for using the equity method and the details of equity method of accounting have been set
out in the accounting policy for interests in associates. When a group entity transacts with a jointly controlled entity of
the Group, unrealized profits and losses are eliminated to the extent of the Groups interest in the joint venture.
When Group entity undertakes its activities under joint operations, the Group as a joint operator recognises its direct
right to, and its share of jointly held assets, liabilities, revenues and expenses of joint operations. These have been
incorporated in the financial statements under appropriate headings.
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 course 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 (including coal and methanol) are recognized upon transfer of the significant risks and rewards of
ownership to the customer. This is usually taken as the time when the goods are delivered and the customer has accepted
the goods.
Service income such as coal railway transportation and electricity and heat supply 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 assets net carrying amount.
Dividend income from investments is recognized when the shareholders rights to receive payments have been
established.
Intangible assets acquired separately are carried at cost less accumulated amortization and accumulated impairment
losses. Amortization is recognized over their estimated useful lives. The estimated useful life and amortization method
are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for
on a prospective basis.
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 resources to complete the project and the ability to measure reliably
the expenditure during the development.
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at
their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired
separately.
Mining reserves represent the portion of total proven and probable reserves in the mine of a mining right. Mining
reserves are amortized over the life of the mine on a unit of production basis of the estimated total proven and
probable reserves or the Australia Joint Ore Reserves Committee (JORC) reserves for the Groups subsidiaries
in Australia. Changes in the annual amortization rate resulting from changes in the remaining reserves are applied
on a prospective basis from the commencement of the next financial year.
Mining resources represent the fair value of economically recoverable reserves (excluding the portion of total
proven and probable reserves of a mining right i.e. does not include the above mining reserves) of a mining
right (Details are set out in the accounting policy of exploration and evaluation expenditure). When production
commences, the mining resources for the relevant areas of interest are amortized over the life of the area according
to the rate of depletion of the economically recoverable reserves.
Exploration and evaluation expenditure incurred is accumulated in respect of each separately identifiable area of interest
which is at individual mine level. 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.
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 amortized over the life of the
area according to the rate of depletion of the economically recoverable reserves.
Capitalized exploration and evaluation expenditure considered to be tangible is recorded as a component of property,
plant and equipment. Otherwise, it is recorded as an intangible asset.
Exploration and evaluation expenditure acquired in a business combination are recognized at their fair value at the
acquisition date (the fair value of potential economically recoverable reserves at the acquisition date which is shown as
Mining resources)
Prepaid lease payments represent land use rights under operating lease arrangement and are stated at cost less
accumulated amortization and accumulated impairment losses.
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 unit 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 immediately in the consolidated
income statement.
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 of disposal 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.
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.
Recoverable amount is the higher of fair value less costs of disposal and value in use. 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.
For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating
units). Assessment is performed for each area of interest in conjunction with the group of operating assets (representing
a cash generating unit) to which the mining activity (mining complex level) is attributed. Management monitors and
manages operations at the mining complex level to identify cash-generating streams.
Goodwill
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 Groups interest in the fair value of the
identifiable assets and liabilities of the relevant acquiree at the date of acquisition.
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 (continued)
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 Groups 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.
For the purposes of impairment testing, goodwill is allocated to each of the Groups 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.
Cash and cash equivalents include cash at bank and in hand, demand deposits with banks and other financial institution
and short term highly liquid investments with original maturities of three months or less that are readily convertible
into known amounts of cash and which are subject to an insignificant risk of changes in value. For the preparation of
consolidated cash flow statement, cash and cash equivalents include bank overdrafts which are repayable on demand
and form an integral part of the Groups cash management.
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 labour 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.
Overburden in advance
Overburden in advance comprises mining stripping (waste removal) costs both during the development and production
phase of the Groups operations.
When stripping costs are included in the development phase of a mine before the production phase commences
(development stripping). Such expenditure is capitalised as part of the cost of constructing the mine if it can be
demonstrated that it is probable that future economic benefits will be realised, the costs can be reliably measured and the
entity can identify the component of the ore body for which access has been improved. The stripping assets subsequently
amortized over its useful life using a units of production method, in accordance with the policy applicable to mine
properties. The capitalisation of development stripping costs ceases when the mine/component is commissioned and
ready for use as intended by management.
Waste development costs incurred in the production phase creates two benefits, being either the production of
inventory or improved access to the ore to be mined in the future. Where the benefits are realised in the form of
inventory produced in the period, the production stripping costs are accounted for as part of the cost of producing those
inventories. Where production stripping costs are incurred and the benefit is improved access to ore to be mined in the
future, the costs are recognised as a stripping activity asset in mine properties.
If the costs of the inventory produced and the stripping asset are not separately identifiable, the allocation is undertaken
based on waste-to-ore stripping ratio for the particular ore component concerned. If mining of waste in a period occurs
in excess of the expected life-of-component average waste-to-ore strip ratio, the excess is recognised as part of the
stripping asset. Where mining occurs at or below the expected life-of-component stripping ratio in a period, the entire
production stripping cost is allocated to the cost of the ore inventory produced.
Amortization is provided on the units-of-production method over the life of the identified component of orebody.
The units-of-production method results in an amortization charge proportional to the depletion of the economically
recoverable mineral resources (comprising proven and probable reserves).
Stripping costs that do not satisfy the asset recognition criteria are expensed.
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 Groups 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 are 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, interest in
associates and joint ventures, 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.
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 that
are recognized in other comprehensive income or directly in equity, in which case the deferred tax is also recognized in
other comprehensive income or directly in equity respectively.
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.
Certain of the Companys wholly-owned Australian subsidiaries have formed an income tax consolidated group
under the tax consolidation regime. Each entity in the tax consolidated group recognizes its own deferred tax assets
and liabilities, except where the deferred tax assets relate to unused tax losses and credits, in which case the Australian
subsidiaries recognizes the assets. Australian subsidiaries have entered into a tax sharing agreement whereby each
company of Australian subsidiaries 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 Australian subsidiaries group can recognize their balance of the current tax assets and liabilities
through inter-entity accounts.
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. The provision is also adjusted for changes in estimates. Those adjustments are
accounted for as a change in the corresponding capitalised cost, except where a reduction in the provision is greater than
the undepreciated capitalised cost of any related assets, in which case the capitalised cost is reduced to nil and remaining
adjustment is recognized in the income statement. Changes to the capitalised cost result in an adjustment to future
depreciation and financial charges.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
Where the Group acquires the use of assets under finance leases, the amounts representing the fair value of the leased
asset, or, if lower, the present values of the minimum lease payments of such assets are included in property, plant and
equipment and the corresponding liabilities, net of finance charges, are recorded as an obligation under finance leases.
Each lease payment is allocated between liability and finance charges so as to achieve a constant rate of interest on the
remaining balance of the liability. The finance lease liabilities are included in current and non-current borrowings.
The finance charges are expensed in the income statement over the lease periods so as to produce a constant periodic
rate of interest on the remaining balance of the liability for each period. The assets accounted for as finance leases are
depreciated over the shorter of their estimated useful lives or the lease periods.
Operating lease payments are recognized as an expense on a straight-line basis over the lease term. Contingent rentals
arising under operating leases are recognized as an expense in the period in which they are incurred.
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, and
it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate of the
amount of the obligation can be made. Where the time value of money is material, provisions are stated at the present
value of the expenditure expected to settle the obligation.
All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is
remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or
more future uncertain events not wholly within the control of the Group are also disclosed as contingent liabilities
unless the probability of outflow of economic benefits is remote.
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. Capitalization of
borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for
its intended use or sale are interrupted or complete.
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. 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
recognized in profit or loss in the period in which they arise.
Exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither
planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized
initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary
items.
For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Groups 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 in other comprehensive income and
accumulated in equity (attributed to non-controlling interests as appropriate). 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 subsidize 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.
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 Group in respect of
services provided by employees up to the balance sheet date.
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 Groups financial assets are classified into loans and receivables, financial assets at fair value through profit or
loss 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.
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period, to
the net carrying amount on initial recognition.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Loans and receivables (including bank balances and cash, term deposits, restricted cash, bills and accounts
receivable, other current assets and long-term receivables) are subsequently measured at amortized cost using the
effective interest method, less any identified impairment loss.
Financial assets at fair value through profit or loss included financial assets held for trading and financial assets
designated as fair value through profit or loss upon initial recognition. Financial assets are classified as held for trading
if it is acquired principally for the purpose of selling or repurchasing it in the near term or on initial recognition it is part
of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent
actual patter of short-term profit-taking.
Royalty receivable is remeasured based on sales volume, price changes, foreign currency exchange rates and expected
future cash flows at each balance sheet date. The gain or loss arising from the change in fair value of royalty receivable is
recognized in profit or loss. Royalty receivable is reduced by cash receipts and decreases with time. Since the contract is
long term, the unwinding discount (to reflect time value of money) is recognized in interest income.
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.
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 initially in other comprehensive income and accumulated 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).
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:
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 Groups past experience of collecting payments and changes in national or
local economic conditions that correlate with default on receivables.
For financial assets carried at amortized 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 assets carrying amount and the
present value of the estimated future cash flows discounted at the original effective interest rate.
For available-for-sale equity investments carried at cost, the amount of the impairment loss is measured as the difference
between the assets 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 amortized 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 recognized, 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.
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 initially in other comprehensive income and
accumulated in 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 Groups financial liabilities including bills and accounts payables, other payables, amounts due to Parent Company
and its subsidiary companies, finance lease liabilities, guaranteed notes and bank and other borrowings which are
initially recognised at fair value and subsequently measured at amortized cost, using the effective interest method and
financial liabilities at fair value through profit or loss.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash payments (including all fees paid or received that form an integral part of the effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a
shorter period, to the net carrying amount on initial recognition. Interest expense is recognised on an effective interest
basis.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated at initial recognition as at fair value through profit and loss. Financial liabilities are classified as held for
trading if they are acquired for the purpose of selling in the near term.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Perpetual capital securities and subordinated capital notes issued by the Group, which includes no contractual
obligation for the Group to deliver cash or another financial asset to the holders or to exchange financial assets or
financial liabilities with the holders under conditions that are potentially unfavourable to the Group, are classified as
equity instruments and are initially recorded at the proceeds received.
Derecognition
Financial assets are derecognized 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 or,
the financial assets has been transferred, although the company has neither transferred nor retained substantially all the
risk and rewards of ownership of the financial assets, but the Company give up control of the financial assets.
On derecognition of a financial asset, the difference between the assets carrying amount and the sum of the
consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is
recognized in profit or loss.
Financial liabilities are derecognized when the obligation specified in the relevant contract is discharged, cancelled or
expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid
and payable is recognized in profit or loss.
Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently re-
measured at their fair value. The method of recognizing 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 recognized 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 36. 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.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges
are recognized initially in other comprehensive income and accumulated in equity. The gain or loss relating
to the ineffective portion is recognized immediately in the profit and loss. Amounts accumulated in equity are
recognized in the profit and loss as the underlying hedged items are recognized.
Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to
profit or loss in the periods when the hedged item is recognized in profit or loss.
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 recognized when the forecast
transaction is ultimately recognized in the profit and loss. 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 profit or loss.
(ii) Derivatives that do not qualify for hedge accounting and those not designated as hedging instruments
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting and those not
designated as hedges are recognized immediately in the profit or loss.
Related Parties
(a) A person, or a close member of that persons family, is related to the group if that person:
(3) is a member of the key management personnel of the group or the groups parent.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
(b) An entity is related to the group if any of the following conditions applies:
(1) The entity and the group are members of the same group (which means that each parent, subsidiary and
fellow subsidiary is related to the others);
(2) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of
a group of which the other entity is a member);
(3) Both entities are joint ventures of the same third party;
(4) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(5) The entity is a post-employment benefit plan for the benefit of employees of either the group or an entity
related to the group;
(7) A person identified in (a)(1) has significant influence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity).
In the application of the Groups 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
recognized 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.
The cost of mining structures (note 24) is depreciated using the unit 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 intervals 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.
Amortization of assets
Mining reserve and mining resources (note 23) are amortized on a straight line basis or unit of production basis over the
shorter of their useful lives and the contractual period. The expensing of overburden removal costs is based on saleable
coal production over estimated economically recoverable reserves. The useful lives are estimated on the basis of the total
proven and probable reserves of the mine. Proven and probable mining reserve estimates are updated at regular intervals
and have taken into account recent production and technical information about each mine.
The provision (note 34) 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, 2014, the carrying amount of goodwill is RMB2,232,751,000 (2013: RMB2,460,551,000). During the year
ended December 31, 2014, no impairment loss on goodwill (2013: nil) was recognised by the Group and details are set
out in note 25.
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 managements expectations for
the market development.
When there is an 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 assets 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, 2014, the carrying amounts of property, plant and equipment is approximately
RMB44,174,612,000 (2013: RMB41,896,508,000). During the year ended December 31, 2014, no property, plant and
equipment was written off as expenses (2013: nil; 2012: nil). In addition, during the year ended December 31, 2014, no
impairment loss on property, plant and equipment (2013: nil; 2012: RMB226,925,000) was recognized by the Group and
the details of impairment are set out in note 24.
Most of the coal sales by Premier and Wesfarmers Char are governed by a contract signed with an independent power
station. The remaining coal sales are to independent third parties which are sold at market prices. The contract with
the power station was a required condition in order for the government to grant the mining rights to Premier and
Wesfarmers Char. The sales price under the contract is below market price and Premier and Wesfarmers Char are
unable to negotiate to revise the terms of the existing contract, including the sale price of coal. Given the current level of
market price of coal and rising costs, the Company also expected that the power station may purchase more coal from
Premier and Wesfarmers Char, which will drive down the Companys overall average sales prices. In 2012, a combined
assessment of Premier and Wesfarmers Char, being a cash-generating unit, was performed, and hence in 2012, the
Company recorded impairment on intangible assets (mining reserves and mining resources) of RMB417,214,000,
property, plant and equipment (mining structures) of RMB226,925,000 and goodwill of RMB17,625,000 as selling,
general and administrative expenses in its statement of comprehensive income as set out in note 9 to the financial
statements. The Company used the value-in-use method to assess the impairment and the key assumptions included the
future market price of the coal, sales volume, and mining costs. The changes in these key assumptions that were applied
in the impairment analysis were a decrease of the average coal price from AUD76 per tonne to AUD24 per tonne, a
decrease in total sales volume from 141 million tonne to 58 million tonne, an increase in average nominal operating cost
from AUD48 per tonne to AUD62 per tonne and an increase in capital expenditure from AUD460 million to AUD584
million. During the year ended December 31, 2013 and 2014, no provision for impairment losses were made for Premier
and Wesfarmers Char by the Group.
Acquisition of subsidiaries
In 2013 and 2014, the Group acquired subsidiaries and businesses as set out in note 45 and 46. The Group determined
whether the acquisition are to be accounted for as acquisition of business or as acquisition of assets by reference to a
number of factors including (i) whether the acquiree has relevant input, process or output; (ii) whether the acquire has
planned principal activities or is pursuing a plan to produce output and will be able to obtain access to customers.
In addition, the management also made judgement to determine if the Group has taken control over the subsidiaries
or assets acquired as from time to time, the registration of transfer of certain operating licences may not be changed
immediately upon the payment of consideration.
6. SEGMENT INFORMATION
The Group is engaged primarily in the 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 exploitation right of the Groups foreign subsidiaries is not restricted. The final customer destination of the
Companys export sales is determined by the Company, National Coal Corporation, Minmetals Trading or Shanxi Coal
Corporation. Certain of the Companys subsidiaries and associates are engaged in trading and processing of mining
machinery and the transportation business via rivers and lakes and financial services 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 mining business segment, are insignificant to the Group.
Certain of the Companys subsidiaries are engaged in production of methanol and other chemical products, and invest
in heat and electricity.
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
segment information.
Coal mining Underground and open-cut mining, preparation and sales of coal and
potash mineral exploration
Coal railway transportation Provision of railway transportation services
Methanol, electricity and heat supply Production and sales of methanol and electricity and related
heat supply services
The accounting policies of the reportable segments are same as the Groups accounting policies described in note
4. Segment results represents the results of each segment without allocation of corporate expenses and directors
emoluments, share of results of associates and joint ventures, interest income, interest expenses and income tax
expenses. This is the measure reported to the chief operating decision maker for the purposes of resources allocation and
assessment of segment performance.
Unallocated corporate income for the three years ended December 31, 2014 mainly included exchange gain and other
sundry items. Unallocated corporate income for the year ended December 31, 2012 also included bargain purchase of
RMB1,269,269,000.
Unallocated corporate expenses for the three years ended December 31, 2014 mainly included bank charges, salaries and
other employee benefits, miscellaneous taxes and other sundry items.
Unallocated corporate assets at December 31, 2012, 2013 and 2014 mainly included cash at bank, investments in
securities, deferred tax assets and other sundry items.
Unallocated corporate liabilities at December 31, 2012, 2013 and 2014 mainly included borrowings, deferred taxation
and sundry items.
INCOME STATEMENT
GROSS REVENUE
External 58,539,353 373,617 1,457,794 60,370,764
Inter-segment 457,681 74,157 530,671 (1,062,509)
RESULT
Segment results 4,555,773 12,801 434,332 5,002,906
BALANCE SHEET
ASSETS
Segment assets 106,340,138 384,587 5,169,555 111,894,280
133,098,114
LIABILITIES
Segment liabilities 30,639,691 140,951 3,453,427 34,234,069
Unallocated corporate liabilities 52,865,529
87,099,598
OTHER INFORMATION
Note 1: Capital additions include those arising from the acquisition of equity interest in Ashton Coal Mines Limited.
INCOME STATEMENT
GROSS REVENUE
External 54,444,843 457,898 1,499,085 56,401,826
Inter-segment 456,117 43,337 292,994 (792,448)
RESULT
Segment results 1,844,605 22,720 403,702 2,271,027
BALANCE SHEET
ASSETS
Segment assets 102,090,643 363,874 5,682,418 108,136,935
127,458,189
LIABILITIES
Segment liabilities 31,275,948 170,879 3,735,244 35,182,071
Unallocated corporate liabilities 48,290,057
83,472,128
OTHER INFORMATION
Note 1: Capital additions include those arising from the acquisition of Hao Sheng during the year.
INCOME STATEMENT
GROSS REVENUE
External 56,200,600 464,068 1,481,516 58,146,184
Inter-segment 219,230 32,560 284,425 (536,215)
RESULT
Segment results 6,980,578 (52,848) 91,420 7,019,150
BALANCE SHEET
ASSETS
Segment assets 98,354,842 558,152 5,300,584 104,213,578
122,165,076
LIABILITIES
Segment liabilities 30,657,045 66,649 4,326,014 35,049,708
Unallocated corporate liabilities 38,395,238
73,444,946
OTHER INFORMATION
Note 1: Capital additions include those arising from the acquisition of assets under the asset transfer agreement with the Parent
Company and its subsidiary and the acquisition of Gloucester during the year.
GEOGRAPHICAL INFORMATION
The following table sets out the geographical information. The geographical location of sales to external customers
is based on the location at which the services were provided or the goods delivered. The geographical location of the
specified non-current assets is based on the physical location of the asset, in the case of property, plant and equipment,
the location of the operation to which they are allocated, in the case of intangible assets and goodwill, and the location of
operations, in the case of interests in associates and joint ventures.
For the year ended December 31, 2014, the revenue from mining segment amounted to RMB58,539,353,000 (2013:
RMB54,444,843,000; 2012: RMB56,200,600,000) which including sales to the Groups largest customer located in the
PRC of approximately RMB2,235,199,000 (2013: RMB3,243,219,000; 2012: RMB3,651,630,000). As at December 31,
2014, accounts receivable from this customer accounted for nil (2013: 10.29%) of the Groups total accounts receivable.
Net sales of coal represent the invoiced value of coal sold and are net of returns, discounts and transportation costs if the
invoiced value includes transportation costs to the customers.
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.
Income taxes:
Current taxes 1,421,048 1,991,862 1,328,624
Under (Over) provision in prior years 19,119 (286,292) 142,957
Except An Yuan Coal Mine and Xintai, the Company and its subsidiaries in the PRC are subject to a standard income
tax rate of 25% on its taxable income (2013: 25%; 2012: 25%).
Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
Note: The Australian Minerals Resources Rent Tax (MRRT) legislation was enacted on 19 March 2012 and effective from 1 July
2012. According to the relevant provisions of the MRRT tax laws, subsidiaries in Australia are required to determine the starting
base allowance on the balance sheet. Book value or market value approach can be selected in calculating the starting base and
subsequently amortize within the prescribed useful life. Market value approach was selected for mines in Australia. Under the
market value approach, base value is determined based on market value of the coal mines on 1 May 2010 and amortize based on
the shorter of the life of mining project, mining rights and mining production.
During 2013, the Australian Government released an exposure draft legislation which proposed to repeal the MRRT legislation.
On 5 September 2014, the Minerals Resource Rent Tax Repeal and Other Measures Act 2014 received royal assent. Entities
would not be required to pay MRRT commencing on 1 October 2014, accordingly, the current and deferred MRRT assets and
liabilities have been derecognised in 2014.
The total charge for the year can be reconciled to the profit per the consolidated income statement as follows:
Reconciling items:
Effect of expense (income) exempt from taxation 127,389 (83,106) (668,039)
Deemed interest income from subsidiaries subject to tax 250,699 210,978 142,361
Tax effect of tax losses not recognized 314,680 210,460 202,744
Under (Over) provision in prior years 19,119 (286,293) 142,957
MRRT 421,526 96,223 (1,085,194)
Utilization of unrecognized tax losses in prior years (172,892) (62,637) (20,700)
Effect of tax rate differences in other taxation jurisdictions (156,363) (383,370) 17,768
Others (91,328) 47,997 (213,302)
and crediting:
* Emoluments paid to these directors, chief executive director, supervisors and management team were borne by the Parent Company.
Directors, chief executive directors, supervisors and management teams emoluments (continued)
Details of the directors, chief executive directors, supervisors and management teams emoluments are as follows:
* Emoluments paid to these directors, chief executive director and supervisors were borne by the Parent Company.
Directors, chief executive directors, supervisors and management teams emoluments (continued)
Details of the directors, chief executive directors, supervisors and management teams emoluments are as follows:
* Emoluments paid to these directors, chief executive director and supervisors were borne by the Parent Company.
No directors waived any of their emoluments in each of the year ended December 31, 2014, 2013 and 2012.
Employees emoluments
The five highest paid individuals in the Group included three directors for the year ended December 31, 2014 (2013: nil;
2012: nil). The emoluments of the five highest paid individuals (2013: five; 2012: five) were stated as follows:
In the annual general meeting held on June 22, 2012, a final dividend of RMB0.570 per share in respect of the year ended
December 31, 2011 was approved by the shareholders and paid to the shareholders of the Company.
In the annual general meeting held on May 15, 2013, a final dividend in of RMB0.360 per share in respect of the year
ended December 31, 2012 was approved by the shareholders and paid to the shareholders of the Company.
In the annual general meeting held on May 14, 2014, a final dividend of RMB0.020 per share in respect of the year ended
December 31, 2013 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 RMB98,368,000 calculated based on a total
number of 4,918,400,000 shares issued at RMB1 each, at RMB0.020, in respect of the year ended December 31, 2014.
The declaration and payment of the final dividend needs to be approved by the shareholders of the Company by way of
an ordinary resolution in accordance with the requirements of the Companys Articles of Association. A shareholders
general meeting will be held for the purpose of considering and, if thought fit, approving this ordinary resolution.
The calculation of the earnings per share attributable to the equity holders of the Company for the years ended
December 31, 2014, 2013 and 2012 is based on the profit attributable to the equity holders of the Company for the year
of RMB766,158,000, RMB777,368,000 and RMB6,065,570,000 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.
On 31 December 2014, the Companys subsidiary issued subordmated capital notes. Noteholders will be permitted to
convert the subordmated capital notes into 1,000 Yancoal Australia Limited ordinary shares.
Diluted earnings per share for the years ended December 31, 2014 equals to the basic earnings per share as the potential
ordinary shares on exercise of subordinated capital notes were not included in the calculation of diluted earnings per
share because they are anti-dilutive.
No diluted earnings per share have been presented for the years ended December 31, 2013 and 2012, as there were no
dilutive potential shares in issue.
Bank balances carry interest at market rates which ranged from 0.35% to 3.35% (2013: from 0.35% to 3.10%) per annum.
At the balance sheet date, the restricted cash of the PRC subsidiaries represents the deposits paid for safety work as
required by the State Administrative of work safety and bank acceptance bill deposit which carry interest at market rates
of 0.01%-0.6% (2013: 0.01%-0.6%) the remaining portion represents deposits placed as guarantee for the future payment
of land subsidence as required by the Australian government, which carry interest at average rate of 1.85% (2013:
1.13%).
Term deposits was pledged to certain banks as security for loans and banking facilities granted to the Group, which carry
fixed interest rate ranging from 0.6%-4.25% (2013: 0.5%-4.75%).
At December 31,
2014 2013
RMB000 RMB000
2,015,752 1,461,387
Bills receivable 5,068,353 7,558,118
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.
The following is an aged analysis of bills and accounts receivable, net of provision for impairment, based on the invoice
dates at the balance sheet dates:
At December 31,
2014 2013
RMB000 RMB000
7,084,105 9,019,505
Before accepting any new customer, the Group assesses the potential customers 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 57 days (2013: 49 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 for 2014 and 2013 are as follows:
2014 2013
RMB000 RMB000
Included in the allowance for doubtful debts is an allowance of RMB13,697,000 (2013: RMB8,289,000) 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 recognized 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.
At December 31,
2014 2013
RMB000 RMB000
Presented as:
Current portion 89,137 105,584
Non-current portion 909,927 1,028,790
999,064 1,134,374
A right to receive a royalty of 4% of Free on Board trimmed sales from Middlemount mine operated by Middlemount
Joint Venture was acquired as part of the acquisition of Gloucester. This financial assets has been determined to have a
finite life being the life of the Middlemount and is measured at fair value basis.
The royalty receivable is measured based on management expectations of the future cash flows with the re-measurement
recorded in the income statement at each balance sheet date. The amount expected to be received in the next 12 month
will be disclosed as current receivable and the discounted expected future cash flow beyond 12 months will be disclosed
as a non-current receivable. Unwinding discount is included in interest income (note 10). Change in fair value is
included in selling, general and administrative expenses (note 9).
20. INVENTORIES
At December 31,
2014 2013
RMB000 RMB000
COST
Methanol 17,966 23,039
Auxiliary materials, spare parts and small tools 393,683 495,293
Coal products 1,058,831 1,070,888
1,470,480 1,589,220
At December 31,
2014 2013
RMB000 RMB000
7,219,251 5,259,576
(i) Included in the above balances as of December 31, 2014 is an impairment loss of RMB19,165,000 (2013: RMB18,312,000).
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. During the year ended December 31, 2014, there was no written off against prepayments and other receivables (2013:
RMB481,000).
(ii) The advance to an associate is guaranteed by the Parent Company, interest-bearing at 6% per annum and repayable on demand.
At December 31,
2014 2013
RMB000 RMB000
799,094 694,903
The amounts represent prepaid lease payments for land use rights which are situated in the PRC and have a term of 45
to 50 years from the date of grant of land use rights certificates.
COST
At January 1, 2013 28,962,770 5,299,755 1,665,226 163,408 132,407 150,009 36,373,575
Exchange re-alignment (3,554,938) (863,376) (162,965) (27,655) (1,327) (19,481) (4,629,742)
Acquisition of Hao Sheng (note 45) 12,089,682 12,089,682
Additions for the year 9,566 21,997 688 32,251
Disposals (18,075) (18,075)
Reclassification 30,296 4,114 (34,410)
At December 31, 2013 and at January 1, 2014 37,537,376 4,462,490 1,467,851 135,753 131,080 113,141 43,847,691
Exchange re-alignment (1,358,252) (275,058) (109,867) (10,319) (495) (8,481) (1,762,472)
Additions for the year 16,635 100,983 11,010 128,628
Acquisition of Ashton Coal Mines Limited (note 46) 782,928 782,928
At December 31, 2014 36,962,052 4,204,067 1,357,984 226,417 130,585 115,670 42,996,775
At December 31, 2013 and at January 1, 2014 5,422,579 135,753 253 32,718 5,591,303
Exchange re-alignment (254,416) (10,317) (344) (2,150) (267,227)
Provided for the year 1,103,089 272 13,121 1,116,482
Reversal of impairment loss (731,332) (731,332)
At December 31, 2013 32,114,797 4,326,737 1,467,851 135,753 130,827 80,423 38,256,388
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 Companys 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. Revised compensation fees was
settled with the government authority directly in 2012.
The mining rights (mining reserves) are amortized based on unit of production method.
The potash mineral exploration permit is reclassified to mining resources or mining reserves according to its progress of
exploration. Technology has not yet reached the stage of commercial application and therefore is not amortized.
Water licenses are amortized over the life of mine. If the mining activities of the relevant locations have not yet been
started and the connections to water sources have not been completed, no amortization will be provided.
Other intangible assets mainly represent computer software which is amortized on a straight line basis of 2.5 to 5 years
over the useful life.
Amortization expense of the mining rights for the year of RMB1,103,089,000 (2013: RMB1,304,972,000) has been
included in cost of sales and service provided. Amortization expense of other intangible assets for the year of
RMB13,393,000 (2013: RMB20,106,000) has been included in selling, general and administrative expenses.
At December 31, 2014, intangible assets with a carrying amount of approximately RMB13,045,169,000 (2013:
RMB10,426,786,000) have been pledged to secure the Groups borrowings (note 35).
Given the continuing decrease in coal price during the year ended December 31, 2013, management performed
impairment test for the Groups intangible assets and concluded that the recoverable amount of cash generating units,
Moolarben Coal Mine and Stratford Coal Mine were below its carrying amount. RMB2,052,238,000 impairment
loss has been recognized accordingly. The recoverable amounts of the aforesaid cash generating units amounting to
RMB12,227,722,000 have been determined based on value in use, which has been calculated using a discounted cash
flow model with an assumption of post-tax discount rate of 11%.
During the year ended December 31, 2014 there has been an improvement in current and life of mine operating
costs and an increase in the JORC reserves at the Moolarben mine. These factors have been considered a trigger for
impairment reversal. An impairment reversal of RMB731,332,000 has been recognised through the profit or loss. The
recoverable amount for Moolarben was determined to be approximately RMB10.5 billion.
The recoverable amount has been determined using the fair value less costs of disposal method. To provide an indication
about the reliability of the inputs used in determining fair value the accounting standards prescribe three levels under
which fair value measurements should be categorised (refer to Note 44c for further details). The fair value model
adopted has been categorised as level 3.
Fair value less costs of disposal has been determined using a discounted cash flow model. The key assumptions to which
the model is most sensitive include:
Coal prices
Foreign exchange rates
Production and capital costs
Discount rate
Coal reserves and resources
In determining the value assigned to each key assumption, management has used external sources of information and
utilised the expertise of external consultants and experts within the Group to validate entity specific assumptions such as
coal reserves and resources.
Furthermore, the Groups cash flow forecasts are based on estimates of future coal prices, which assume market prices
will revert to the Groups assessment of the average long term real coal prices of US$67-US$108 per tonne for thermal
coal and US$96-US$148 per tonne for metallurgical coal in the export market of the Australian subsidiaries. The Group
receives long term forecast coal price data from multiple externally verifiable sources when determining its coal price
forecasts, making adjustments for specific coal quality factors. For both thermal and metallurgical coal the price forecast
that results in the recoverable amount exceeding the book value is within the range of external price forecasts.
The long term AUD/USD forecast exchange rate of $0.78 is based on externally verifiable sources. The year-end AUD/
USD exchange rate was $0.82 per the Reserve Bank of Australia.
Production and capital costs are based on the Groups estimate of forecasted geological conditions, stage of existing
plant and equipment and future production levels. This information is obtained from internally maintained budgets,
the five year business plan, life of mine models, life of mine plans and project evaluations performed by the Group in its
ordinary course of business.
The Group has applied a post-tax discount rate of 11% to discount the forecast future attributable post-tax cash flows.
The post-tax discount rate applied to the future cash flow forecasts represent an estimate of the rate the market would
apply having regard to the time value of money and the risks specific to the asset for which the future cash flow estimates
have not been adjusted. This rate is also consistent with the Groups five year business plan, life of mine models and
project evaluations performed in ordinary course of business.
COST
At January 1, 2013 1,155,558 4,653,763 1,693,842 7,857,738 25,631,281 710,115 14,208,642 55,910,939
Exchange re-alignment (207,634) (101,418) (597,550) (1,813,341) (393,772) (3,113,715)
Acquisition of Hao Sheng (note 45) 390 1,533 300,282 302,205
Additions 6,166 348 569 96,174 282,593 1,118 7,440,068 7,827,036
Transfers 127,168 153,430 224,452 1,501,975 2,921,184 33,357 (4,961,566)
Reclassification (2,786) 2,501 40,250 (39,965)
Disposals (18,566) (4,096) (8,215) (1,214,653) (19,078) (1,264,608)
At December 31, 2013 and January 1, 2014 1,078,472 4,690,058 1,914,767 8,890,372 25,767,489 727,045 16,593,654 59,661,857
Exchange re-alignment (87,567) (40,686) (271,787) (753,045) (121,220) (1,274,305)
Acquisition of Ashton Coal Mines
Limited (note 46) 124,856 4,312 46,519 70,355 246,042
Additions 144,678 59,058 24,051 5,933,308 6,161,095
Transfers 18,683 285,957 1,330,184 1,122,330 5,450,621 21,082 (8,228,857)
Reclassification (1,783) 1,312 (8,925) 9,396
Disposals (7,286) (12,248) (14,997) (259,980) (18,417) (54,111) (367,039)
At December 31, 2014 1,132,661 5,078,345 3,232,703 9,822,570 30,308,887 729,710 14,122,774 64,427,650
ACCUMULATED DEPRECIATION
AND IMPAIRMENT
At January 1, 2013 1,947,912 1,037,320 2,836,842 10,180,087 405,675 16,407,836
Exchange re-alignment (12,049) (136,142) (419,904) (568,095)
Provided for the year 179,219 160,032 426,565 2,315,487 43,650 3,124,953
Eliminated on disposals (6,623) (3,257) (8,103) (1,162,398) (18,964) (1,199,345)
At December 31, 2013 and January 1, 2014 2,108,459 1,194,095 3,119,162 10,913,272 430,361 17,765,349
Exchange re-alignment (7,482) (70,416) (221,275) (299,173)
Provided for the year 176,150 162,189 527,544 2,174,317 38,555 3,078,755
Reclassification 225 (9,621) 9,396
Eliminated on disposals (5,200) (9,084) (14,769) (244,756) (18,084) (291,893)
CARRYING VALUE
At December 31, 2014 1,132,661 2,806,193 1,885,503 6,270,670 17,677,933 278,878 14,122,774 44,174,612
At December 31, 2013 1,078,472 2,581,599 720,672 5,771,210 14,854,217 296,684 16,593,654 41,896,508
The following estimated useful lives are used for the depreciation of property, plant and equipment, other than
construction in progress and freehold land:
Buildings 10 to 30 years
Railway structures 15 to 25 years
Plant, machinery and equipment 2.5 to 25 years
Transportation equipment 6 to 40 years
Transportation equipment includes vessels, harbor works and crafts which are depreciated over the estimated useful
lives of 18 years and 40 years respectively.
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, 2014, the directors conducted a review of the Groups mining assets and
determined that no assets were impaired due to physical damage and technical obsolescence (2013: nil).
At December 31, 2014, property, plant and equipment with carrying amount of approximately RMB3,134,300,000 (2013:
RMB7,197,336,000) have been pledged to secure bank borrowings of the Group (note 35).
At December 31, 2014, the carrying amount of property, plant and equipment held under finance leases of the group was
RMB227,391,000 (2013: RMB266,655,000).
25. GOODWILL
2014 2013
RMB000 RMB000
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:
At December 31,
2014 2013
RMB000 RMB000
Mining
Jining II 10,106 10,106
Shandong Yanmei Shipping Co., Ltd 10,046 10,046
Heze 35,645 35,645
Shanxi Group 145,613 145,613
Yancoal Resources 306,224 532,227
Syntech 21,947 23,744
Premier Coal and Wesfarmers Char 13,648 14,614
Xintai 653,837 653,837
Beisu and Yangcun 712,214 712,214
2,232,751 2,460,551
The recoverable amount of the cash generating units is assessed by management at the operating segment level. Business
performance is reviewed by management on a mine by mine basis and each mine is considered to be a separate cash
generating unit.
The recoverable amounts of goodwill from each of the above cash generating units have been determined on the basis
of value in use calculations. Value in use has been determined using a discounted cash flow model. The recoverable
amounts are based on certain key assumptions on discount rates, growth rates, selling prices, foreign currency exchange
rates, mining reserves and mining resources and direct cost.
In determining the value assigned to each key assumption, management has used external sources of information and
utilised the expertise of external consultants and experts within the Group to validate entity specific assumptions such
as mining reserves and mining resources. Furthermore, in estimating future coal prices, the Group receives long term
forecast coal price data from multiple externally verifiable sources when determining its coal price forecasts, making
adjustments for specific coal quality factors. The long term forecast exchange rate is based on externally verifiable
sources. Production and capital costs are based on the Groups estimate of forecasted geological conditions, stage of
existing plant and equipment and future production levels. This information is obtained from internally maintained
budgets, the five year business plan, life of mine models and project evaluations performed by the Group in its ordinary
course of business.
The cash flow model was based on financial budgets approved by management covering a 5-year period with an
assumption of post-tax discount rate of 8-11% (2013: 8-11%). It represent an estimate of the rate the market would
apply having regard to the time value of money and the risks specific to the asset. Externally verifiable data received by
the Group validates this assumption. The recoverable amount is also dependent on the life of mines (12 to 35 years).
This is calculated based on the Groups annual coal production forecast for each mine and mining reserves and mining
resources. The cash flows beyond the 5-year period are extrapolated using a zero percent growth rate. 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.
The goodwill of RMB193,178,000 represents the goodwill recognised on the previous 60% acquisition of Ashton Joint
Operation when acquiring Yancoal Recource, intermediate holding company of Ashton Joint Operation. During the
year, the Group further acquired 10% interest of Ashton Joint Operation which becomes a wholly owned subsidiary
of the Group. The goodwill attributable to Ashton Joint Operation of RMB193,178,000 was included as part of
consideration of Ashton Coal Mines Limited. At the acquisition date, the fair value of goodwill attributable to Ashton
Joint Operation was adjusted to nil when the management determines the fair value of Ashton Coal Mines Limited cash
generating unit (note 46). The goodwill of RMB193,178,000 has been de-recognised during the year ended December 31,
2014.
At December 31,
2014 2013
RMB000 RMB000
388,764 211,559
The investments in equity securities listed on the SSE of the Company included Shanghai Shenergy Company Limited
and Jiangsu Lianyungang Port Corporation Limited, stated at the fair value as at December 31, 2014 of RMB235,788,000
(2013: RMB166,074,000) and RMB13,616,000 (2013: RMB6,781,000) respectively.
The investments in equity securities listed on the SSE are carried at fair value determined according to the quoted
market prices in 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.
At December 31,
2014 2013
RMB000 RMB000
At December 31,
Place of establishment Class of 2014 2013
Name of associate and operation shares held Principal activity Interest held Interest held
Shaanxi Future Energy PRC Registered Production and sales 25% 25%
Chemical Corp. Ltd Capital of chemical products,
(Shaanxi Chemical) oil and coal (ii)
Jiemei Wall Material PRC Registered Coal refuse baked brick 20% 20%
Capital
All of the above associates have been accounted for using equity method in the consolidated financial statements. Except
for Newcastle Coal Infrastructure Group Pty Ltd, all associates are held by the Company directly.
(ii) Shaanxi Chemical is an important strategic partner to develop future energy business of the Group.
All of the associates are private companies whose quoted market price is not available.
The financial information in respect of the Groups associates is set out below:
At December 31,
2014 2013
RMB000 RMB000
Groups share of other comprehensive income of associates for the year 11,213
Summarized financial information in respect of the Groups material associate is set out below:
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate in
respect of Huadian Zouxian and Shaanxi Chemical recognized in the consolidated financial statements:
At December 31,
2014 2013
RMB000 RMB000
The Groups share of profit and total comprehensive income 30,950 35,403
Aggregate carrying amount of the Groups interests in these associates 310,308 211,859
At December 31,
2014 2013
RMB000 RMB000
Current asset
Loan to a joint venture (i) 1,705,757
Non-current asset
Loan to a joint venture (i) 1,587,001
Others (ii) 302,517 319,396
302,517 1,906,397
2,008,274 1,906,397
(i) Loan to a joint venture represented a loan to Middlemount Joint Venture of AUD339,968,000 (2013:
AUD292,260,000). The loan is unsecured and due on December 24, 2015 with normal commercial interest rate.
(ii) Other long term receivables represented an investment in preference shares of a company for AUD15,320,000
(2013: AUD15,320,000) with cumulative dividends and investment in the long term bonds of a company for
AUD30,600,000 (2013: AUD30,600,000) with floating interest rate.
At December 31,
2014 2013
RMB000 RMB000
118,926 121,926
(i) 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 RMB196,800,000 in order to obtain 41% equity interest. As at December 31, 2014, the Company
made a deposit of RMB117,926,000 (2013: RMB117,926,000) in relation to this acquisition. As at December 31,
2014, the relevant registration procedures to establish the new company are still in progress, and the establishment
has not yet been completed.
(ii) During 2013, the Company entered into a co-operative agreement with Tianjin Finlay Coal Processing
Technology Co., Ltd to set up a company, Sheng Di Finlay Coal Processing Engineering Technology (Tianjin) Co.,
Ltd, which provide the consultancy services for deep processing technology of coal and managing services for coal
processing factory. The Company agreed to contribute RMB12,000,000, representing 50% of its equity interest. In
2013, the Company made a deposit of RMB 3,000,000. In 2014, the registration procedures of this company and
additional capital injection of RMB12,000,000 have completed and operations have begun.
(iii) During 2013, the Company entered into a cooperation agreement with five independent third parties to set up a
company, Ordos Naryn River Mining Development Co., Ltd. The Company agreed to contribute RMB5,000,000,
representing 10% of its equity interest. At December 31, 2014, the Company have contributed RMB1,000,000. The
registration procedures of this company have not yet completed.
At December 31,
2014 2013
RMB000 RMB000
At December 31,
2014 2013
Place of establishment Class of Voting Interest Voting Interest
Name of joint venture and operation shares held Principal activity power held power Held
Australian Coal Processing Australia Ordinary Investment 50% 90% 50% 90%
Holdings Pty Ltd shares holding
Ashton Coal Mines Limited Australia Ordinary Real estate holder N/A N/A 50% 90%
shares & sales company
(Note 46)
Middlemount Joint Venture Australia Ordinary Coal mining 50% 49.9997% 50% 49.9997%
shares and sales
Sheng Di Finlay Coal Processing China Ordinary Consultancy 50% 50% 50% 50%
Technology (Tianjin) Co., Ltd shares services for
deep preprocess
technology
All of the above joint ventures are accounted for using equity method in the consolidated financial statements. All of the
joint ventures are private companies whose quoted market price is not available.
The Company, through a subsidiary, held 90% equity interest of the Australian Coal Processing Holding Pty Ltd. Under
the shareholders agreement between the subsidiary and the remaining one shareholder, 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 by directors or
shareholders and the subsidiarys voting power is 50%.
In 2013, The Company held 90% equity interest of Ashton Coal Mines Limited. Under the shareholders agreement
between the subsidiary and the remaining one shareholder, all major financial and operating policy decisions require a
unanimous resolution of the shareholders. Therefore, decisions must be passed unanimously by shareholders and the
subsidiarys voting power is 50%.
On September 30, 2014, the Company, through a subsidiary, acquired the remaining 10% interest of Ashton Coal Mines
Limited. The subsidiary now holds 100% (2013: 90%) of the ordinary shares in Ashton Coal Mines Limited and has been
fully consolidated in the Group (Note 46).
The Company, through Gloucester, held 49.9997% equity interest in Middlemount Joint Venture and decision must be
passed unanimously by shareholders.
Middlemount joint venture is an important strategic partner to develop the business in Australia.
Sheng Di Finlay Coal Processing Engineering Technology (Tianjin) Co., Ltd was incorporated in December 2013 under
a co-operative agreement between Tianjin Finlay Coal Processing Technology Co., Ltd and the Company.
The above joint ventures are indirectly held by the Company. Middlemount Joint Venture constituted a material impact
to the Group. Summarized financial information in respect of the Middlemount Joint Venture is set out below:
Current portion:
Cash and cash equivalents 16,768 10,176
Other current assets 322,019 364,775
Non-current portion:
Non-current assets 6,630,534 6,726,490
Carrying amount of the Groups interest in the joint venture 127,518 471,870
The Groups share of profit and total comprehensive income for the year 351
Aggregate carrying amount of the Groups interests in these joint venture 3,349 766
As at December 31, 2014, the Group did not have any contingent liabilities or commitment with the joint ventures
(2013: Nil).
At December 31,
Place of establishment 2014 2013
Name of joint operation and operation Principal activity Interest held Interest held
The above joint operations are established and operated as unincorporated businesses and are held indirectly by the
Company.
The financial information in respect of the Groups joint operations is set out below:
At December 31,
2014 2013
RMB000 RMB000
At December 31,
2014 2013
RMB000 RMB000
4,037,204 2,716,675
The following is an aged analysis of bills and accounts payable based on the invoice dates at the balance sheet date:
At December 31,
2014 2013
RMB000 RMB000
4,037,204 2,716,675
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.
At December 31,
2014 2013
RMB000 RMB000
8,736,690 8,385,134
2014 2013
RMB000 RMB000
Presented as:
3,430,007 3,853,708
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.
35. BORROWINGS
At December 31,
2014 2013
RMB000 RMB000
Current liabilities
Bank borrowings
Unsecured borrowings (i) 5,597,568 4,604,554
Secured borrowings (ii) 233,953 629,733
Finance lease liabilities (iv) 40,585 42,852
Guaranteed notes (v) 4,999,583 5,997,917
10,871,689 11,275,056
Non-current liabilities
Bank borrowings
Unsecured borrowings (i) 7,828,178 12,499,105
Secured borrowings (ii) 24,701,168 18,520,543
Loans pledged by machineries (iii) 1,830,394 1,800,000
Finance lease liabilities (iv) 166,051 224,640
Guaranteed notes (v) 16,040,608 11,055,667
50,566,399 44,099,955
At December 31,
2014 2013
RMB000 RMB000
At December 31, 2014, short-term borrowings of the Company is amounting to RMB2,827,850,000 (2013:
RMB3,512,612,000). Three short-term borrowings of RMB917,850,000 (USD150,000,000) are dominated in
foreign currency with interest rates at six-month LIBOR plus a margin of 2.75% per annum, approximately 3.12%
(2013: fixed interest rates at a range from 2.98%-3.47%) per annum. The remaining short term borrowings carried
interest at 5.40%-6.00% per annum (2013: 5.10%-6.00% per annum).
The long-term borrowing of Zhongyin Financial is amounting to RMB911,731,000 (USD150,000,000) was payable
36 months. It carried interest at three-month LIBOR plus a margin of 2.60% per annum.
The loan of Shanxi Tianchi was a loan which was acquired before the acquisition of Shanxi Tianchi. In 2013, the
amount of loan was RMB88,000,000 carried interest at 6.55% per annum and was subject to adjustment based on
the interest rate stipulated by PBOC. The loan was fully repaid in September 2014.
At December 31,
2014 2013
RMB000 RMB000
At December 31, 2014, loans obtained by the Group for the purpose of settling the consideration in
respect of acquisition of Yancoal Resources amounting to RMB16,761,370,000 (USD2,740,000,000) (2013:
RMB11,101,183,000) carried interest at three-month LIBOR plus a margin of 2.8% per annum (approximately
3.04% per annum) (2013: approximately 3.04% per annum).
Other borrowings arose from the acquisition of Gloucester amounting to RMB33,953,000 (USD5,550,000) (2013:
RMB90,901,000) carried interest at 5.68% per annum (2013: approximately 5.68% per annum). It is pledged by
bank deposit (note 17), intangible assets (note 23), and property, plant and equipment (note 24) and other assets
in Yancoal Resources.
During the year, there is an additional borrowing amounting to RMB1,400,000,000, with RMB200,000,000 is
payable in one year, which carried interest rate 6.16% per annum and is subject to adjustment based on the interest
rate stipulated by PBOC. The borrowing is guaranteed by the Company and; counter-guaranteed by the Parent
Company and secured by 46.67% of Heze ordinary shares.
In November 2013, the Companys subsidiary, Yancoal Australia, obtained two amendments to the loan
agreement on future compliance for debt covenants in respect of certain bank borrowings amounting to
RMB15,111 million (US$2,490 million) and RMB303.4 million (US$50 million), respectively, as of December 31,
2013. The amendments were obtained without any consideration paid to the lenders. The relevant covenants of
the two borrowings are identical and are required to be tested half-yearly, with an initial test date of December
31, 2013. The amendments obtained deferred the initial test date of the financial covenants to June 30, 2014 and
reduced the interest cover ratio, and for the consolidated net worth covenant, to December 31, 2014.
In March, 2014, further amendments were obtained to deferred the initial test date of the meeting minimum
interest cover ratio requirements to June 30, 2015 and reduced the required minimum interest cover ratio. In
October 2014, further amendents were obtained to deferred the initial test date of the meeting minimum interest
cover ratio to June 30, 2016.
The original covenants required Yancoal Australia to maintain the following as of and/or for the year ended
December 31, 2013: (i) a gearing ratio not exceeding 0.9, (ii) interest cover ratio of not less than 1.5 and (iii)
consolidated net worth not less than AUD2,000,000,000. Yancoal Australia believed that it could not meet the
above debt covenants and requested amendments in November 2013 and October 2014, respectively.
Under the amendments received from the lenders, the covenants have been revised as follows:
The gearing ratio of Yancoal Australia will not exceed 0.9 on June 30, 2014 and 0.8 thereafter;
The interest coverage ratio of Yancoal Australia will not be less than 1.15 for the 12 month period ending on
each test date on and from 30 June 2016; and
The consolidated net worth of Yancoal Australia is not less than AUD1,600,000,000 on each test date on and
after December 31, 2014.
The financial position of Yancoal Australia as of and for the year ended December 31, 2014 did not meet the above
debt covenants requirements if required. The actual covenants calculations as of and for the year ended December
31, 2014 as calculated from the annual financial statements of Yancoal Australia, which are prepared in accordance
with the Australian Accounting Standards and also complied with IFRS, would have been: (i) a gearing ratio of
0.74; (ii) interest cover ratio of 0.59; and (iii) consolidated net worth of AUD2,487,188,000.
At December 31,
2014 2013
RMB000 RMB000
2,563,548 2,746,770
Less: Future finance charges (733,154) (946,770)
At December 31,
2014 2013
RMB000 RMB000
1,830,394 1,800,000
Less: Amounts due within one year and included in current liabilities
Amounts due after one year and included in non-current liabilities 1,830,394 1,800,000
At December 31,
2014 2013
RMB000 RMB000
Minimum payments
Within one year 54,268 57,617
More than one year, but not exceeding two years 54,425 58,732
More than two years, but not exceeding five years 129,560 176,377
More than five years 22,741
238,253 315,467
Less: Future finance charges (31,617) (47,975)
At December 31,
2014 2013
RMB000 RMB000
206,636 267,492
Less: Amounts due within one year and included in current liabilities (40,585) (42,852)
Amounts due after one year and included in non-current liabilities 166,051 224,640
Finance lease liabilities of RMB206,636,000 (AUD41,184,000) (2013: RMB267,492,000) was obtained from the
acquisition of Gloucester in 2013, which carried interest at 5.16% per annum (2013: 5.16% per annum).
At December 31,
2014 2013
RMB000 RMB000
Guaranteed notes denominated in RMB repayable within one year 4,999,583 5,997,917
Guaranteed notes denominated in USD repayable within two to five years 4,687,667 2,743,500
Guaranteed notes denominated in RMB repayable within two to five years 995,200 993,200
Guaranteed notes denominated in USD repayable after five years 6,387,941 3,353,167
Guaranteed notes denominated in RMB repayable after five years 3,969,800 3,965,800
21,040,191 17,053,584
The above USD guaranteed notes were issued by a subsidiary of the Company on May 16, 2012. Guaranteed notes
with par value of USD450,000,000 and USD550,000,000 will mature in 2017 and 2022 and with interest rate of
4.461% and 5.730% per annum respectively. At December 31, 2014, the notes are amounting to RMB6,119,817,000
(2013: RMB6,096,667,000). The notes are unconditionally guaranteed by the Company and the respective security
is non-cancellable. For the year ended December 31, 2014, there was no redemption on the notes. During the year,
the notes have been issued and sold in Hong Kong Exchange and Clearing Limited to institutional investors.
In 2012, with the approval from China Securities Regulatory Commission, the Company is allowed to issue RMB
notes in the PRC, RMB notes with par value of RMB300,167,000 and RMB4,699,833,000 was issued to the public
and institutional investors. An unconditional and irrecoverable corporate guarantee was provided by the Parent
Company on the RMB notes. At December 31, 2014, RMB notes of RMB4,965,000,000 (2013: RMB4,959,000,000)
include notes of RMB3,969,800,000 (2013: RMB3,965,800,000) with a maturity period of ten years and interest rate
of 4.95% per annum and notes of RMB995,200,000 (2013: RMB993,200,000) with a maturity period of five years
and interest rate of 4.20% per annum. For the year ended December 31, 2014, there was no redemption on the
notes.
During the year, with the approval from China Securities Regulatory Commission, the Company is allowed
to issue RMB notes in PRC at interest rate of 5.92% per annum with maturity period of 5 years and 6.15% per
annum with maturity period of 10 years, amounting to RMB1,950,000,000 and RMB3,050,000,000 respectively.
The issurance amount of the notes were RMB1,930,500,000 and RMB3,019,500,000 respectively. At December 31,
2014, the ending balances of the notes were RMB1,933,750,000 and RMB3,022,042,000 respectively. For the year
ended December 31, 2014, there was no redemption on the notes.
During the year, with the approval from China Securities Regulatory Commission, the Company is allowed
to issue RMB notes in the PRC with par value of RMB 5,000,000,000. At December 31, 2014, RMB note of
RMB4,999,583,000 had a maturity period of 1 year and interest rate of 6.8% per annum. For the year ended
December 31, 2014, there was no redemption on the notes.
At December 31,
2014 2013
RMB000 RMB000
Current assets
Current liabilities
80,938 315,111
Financial liability at fair value through profit or loss:
Future contracts 664
During the year ended December 31, 2014, the Groups subsidiaries in Australia entered 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 revenue stream and capital expenditure and thereby assist in risk management for the Group. The outstanding sell
United States dollars contracts are hedging highly probable forecasted sales of coal. Cash flows and any impact to profit
or loss arising from all the foreign exchange contracts are expected to occur within one year from the balance sheet date.
As at December 31, 2014, the outstanding notional amount of forward foreign exchange contract to sell United
States dollars (sell United States dollars and buy Australian dollars) was approximately RMB432,293,000 (2013:
RMB1,783,000,000) with forward rates ranging from 0.8106 to 0.8381 (2013: 0.91 to 1.01). The outstanding national
amount of collar option was RMB 1,027,348,000 (2013: RMB3,096,000,000), with floor price and ceiling price of 0.87
and 0.9670 (2013: 0.83 and 0.9015). Both of the instruments will be matured within one year (2013: one year).
As at December 31, 2014, the outstanding notional amount to buy Renminbi (RMB) (sell US dollars buy RMB) was
approximately RMB397,457,000, maturing within one year (2013: one year) with forward rates ranging from 5.0922 to
6.2334.
The Company also entered into contracts with three banks to hedge a proportion of borrowings issued at variable
interest rates through the use of floating-to-fixed interest rate swap contracts. As at December 31, 2014, interest rate
hedging contract was expired, while the Company did not sign any new contracts with the bank.
For the year ended December 31, 2014, the ineffective hedging portion of the changes in fair values of the forward
foreign exchange contracts of approximately RMB1,297,843,000 (2013: RMB39,700,000) was recognized as selling,
general and administrative expenses in the consolidated income statement. The effective hedging portion was
recognized as current portion of derivatives financial instruments in the consolidated balance sheet.
The fair values of the forward foreign exchange contracts are estimated based on the discounted cash flows between the
contract forward rate and spot forward rate. The fair values of the interest rate swap contracts are estimated based on the
discounted cash flows between the contract floating rate and the contract fixed rate.
In addition, the Australian subsidiaries USD bank loan repayments in a six-month period are designated to hedge the
forecast USD sales during the same period.
2014 2013
RMB000 RMB000
In 2012, Yanzhou Coal Australia issued 87,645,184 contingent value rights shares as consideration for the acquisition
of Gloucester. The purpose of the issuance of CVR shares is to protect the original shareholders of Gloucester from
the fluctuation of the share price of the Yancoal Australia after the merger. If the weighted average price of the last 3
months in the next 18 months after the acquisition is lower than AUD6.96 per share, the CVR shares will be redeemed
by cash (or shares of Yancoal Australia held by the Company at the discretion of Yancoal Australia) at guaranteed price
of AUD6.96 per share. The redemption price will not exceed AUD3 per share. The holders of the CVR shares do not
have the power to vote at the shareholders meeting (unless required by the listing rules of the ASX). Also, the holders of
the CVR shares are not entitled to any dividend, right to allot the new and bonus shares that are distributed or issued by
Yancoal Australia. The Company are committed to the obligations related to the issuance of the CVR shares by Yancoal
Australia.
At March 4, 2014, the CVR shares were repurchased for cash of AUD262,936,000, representing the market value of
AUD3 per CVR share.
At December 31,
2014 2013
RMB000 RMB000
Current liabilities
Deferred payment for acquisition of interests in Minerva (i) 2,509 2,715
Mining right compensation fee payable (ii) 396,285 436,285
398,794 439,000
Non-current liabilities
Deferred payment for acquisition of interests in Minerva (i) 2,165 4,610
Mining right compensation fee payable (ii) 792,569 1,188,854
Others (iii) 324,216 362,171
1,118,950 1,555,635
(i) The carrying value of the deferred payment for acquisition of interests in Minerva is based on cash flows
discounted using a rate of 7.5% (2013: 7.5%).
(ii) Mining right compensation fee payable is provided in accordance with the Chinese government legislation on
mining right compensation fee. The amount is payable by the Company by instalment from 2015 to 2017.
(iii) Other non-current liabilities mainly comprised of provision for marketing service fee of RMB30,683,000 (2013:
RMB29,054,000) and provision for forecasted excessive supply for port and rail contracts of RMB231,546,000
(2013: RMB270,171,000), both arising from the acquisition of Gloucester.
Balance at January 1, 2013 (22,134) (242,887) (3,634,784) 797,578 1,138,748 4,815 (1,958,664)
Exchange re-alignment 84,982 567,795 (111,226) (362,384) (53,900) 125,267
Acquisition of Hao Sheng (note 45) (3,022,421) (3,022,421)
(Charge) credit to other comprehensive income (1,321) 395,395 394,074
(Charge) credit to the consolidated
income statement (note 12) (364,114) 665,772 209,418 1,589,309 2,100,385
Balance at December 31, 2013 and January 1, 2014 (23,455) (522,019) (5,423,638) 895,770 2,365,673 346,310 (2,361,359)
Exchange re-alignment 6,481 237,010 (104,443) (284,403) (71,300) (216,655)
(Charge) credit to other comprehensive income (19,137) 394,986 375,849
(Charge) credit to the consolidated
income statement (note 12) 350,234 (110,570) (12,019) 99,715 327,360
Balance at December 31, 2014 (42,592) (165,304) (5,297,198) 779,308 2,180,985 669,996 (1,874,805)
The temporary differences on income and expenses recognized mainly arose from unpaid provision of salaries
and wages, provisions of compensation fees for mining rights and land subsidence, restoration, rehabilitation and
environmental costs and also included payments on certain expenses such as exploration costs and certain income in
Australia.
The following is the analysis of the deferred tax balances for financial reporting purposes:
At December 31,
2014 2013
RMB000 RMB000
(1,874,805) (2,361,359)
At the balance sheet date, the Group has unused tax losses of RMB17,912 million (2013: RMB17,491 million)
contributed by the subsidiaries available for offset against future profits. RMB2,181 million deferred tax asset has
been recognized (2013: RMB2,366 million) for such tax losses. No deferred tax asset has been recognized in respect
of the RMB10,642 million (2013: RMB9,605 million) due to the unpredictability of future profit streams. Included in
unrecognized tax losses are losses of RMB517 million that will expire in 2015, loss of RMB282 million that will expire in
2016, losses of RMB680 million that will expire in 2017, losses of RMB7,769 million that will expire in 2018 and losses
of RMB1,394 million that will expire in 2019 (2013: losses of RMB517 million that will expire in 2015, loss of RMB282
million that will expire in 2016, losses of RMB680 million that will expire in 2017 and losses of RMB7,769 million that
will expire in 2018). 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.
Share capital
The Companys share capital structure at the balance sheet date is as follows:
Foreign
invested shares
H shares
(including
Domestic H shares
invested shares represented
A shares by ADS) Total
Number of shares
At January 1, 2013, January 1,
2014 and December 31, 2014 2,960,000,000 1,958,400,000 4,918,400,000
Foreign
invested shares
H shares
(including
Domestic H shares
invested shares represented
A shares by ADS) Total
RMB000 RMB000 RMB000
The Company has completed the implementation of the share reform plan on April 3, 2006 and 2,600,000,000 the non-
tradable legal person shares held by the Parent Company become tradable shares. The Parent Company guaranteed that
it would not trade these shares in the market within 48 months from that day. On September, 2013, all the commitment
made by the Parent Company as part of the share reform plan was fulfilled. The application for the right of shares
trading in the market was approved by local legislation, and hence those shares held by the Parent Company are tradable
in the market.
Reserves
Pursuant to regulation in the PRC, the Company, Shanxi Tianchi and Heze are required to transfer an annual amount
to a future development fund at RMB6 per tonne of raw coal mined (Xintai and Ordos: RMB6.5 per tonne of raw coal
mined). The fund can only be used for the future development of the coal mining business and is not available for
distribution to shareholders.
From 2008 onwards, Shanxi Tianchi is required to transfer an additional amount at RMB5 per tonne of raw coal mined
as coal mine transformation fund. Pursuant to the Shanxi Provincial Governments decision, coal mine transformation
fund would be suspended since August 1, 2013.
Pursuant to the regulations of the Shandong Province Finance Bureau, State-owned Assets Supervision and
Administration Commission of Shandong Province and the Shandong Province Coal Mining Industrial Bureau, the
Company is required to transfer an additional amount at RMB5 per tonne of raw coal mined from 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.
In accordance with the regulations of the State Administration of Work Safety, the Company has a commitment to
incur RMB8 (Shanxi Tianchi: RMB50, Xintai and Ordos: increased from RMB7 to RMB15 from February 1, 2012
onwards) 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). From February 1, 2012 onwards, the work safety cost
increased to RMB15 per tonne. In prior years, the work safety expenditures are recognized only when acquiring the
fixed assets or incurring other work safety expenditures. The Company, Heze, Shanxi Tianchi, Xintai and Ordos make
appropriation to the future development fund in respect of unutilized Work Safety Cost from 2008 onwards.
In accordance with the regulations of the State Administration of Work Safety, the Companys subsidiaries, Hua Ju
Energy, Shanxi Tianhao and Yulin, have a commitment to incur Work Safety Cost at the rate of: 4% of the actual
sales income for the year below RMB10 million; 2% of the actual sales income for the year between RMB10 million
and RMB100 million (included); 0.5% of the actual sales income for the year between RMB100 million and RMB1
billion (included); 0.2% of the actual sales income for the year above RMB1 billion. The unutilized Work Safety Cost at
December 31, 2014 was RMB1,611,120,000 (2013: RMB1,298,554,000).
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 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.
Reserves (continued)
Retained earnings
In accordance with the Companys 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 Companys distributable reserve as at December 31, 2014 is the retained earnings computed under IFRS which
amounted to approximately RMB30,419,601,000 (At December 31, 2013: RMB26,492,774,000).
At January 1, 2014
Issuance of perpetual capital security 2,485,000 1,835,747 4,320,747
Profit attributable to holders of perpetual capital security 36,456 82,079 118,535
Distribution paid to holders of perpetual capital security (65,923) (65,923)
a) The Company issued 6.8% perpetual capital securities with par value of RMB 1,500,000,000 and
RMB1,000,000,000 on 19 September and 17 November 2014 respectively. Coupon payments of 6.8% per annum
on the perpetual capital securities are paid in arrears and can be deferred at the discretion of the Group. The
perpetual capital securities have no fixed maturity and are redeemable at the discretion of the Group at their
principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while
any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to
make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any
securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other
contractual obligation of financial instrument, it is categorized as equity under IFRS.
b) On May 22, 2014, Yancoal International Trading Co., Limited issued 7.2% Perpetual Capital Securities with par
value of USD 300,000,000 (Perpetual capital securities) which is guaranteed by the Company. Coupon payments
of 7.2% per annum on the perpetual capital securities are paid semi-annually in arrears and can be deferred at
the discretion of the Group. The perpetual capital securities have no fixed maturity and are redeemable at the
discretion of the Group on or after May 22, 2016 at their principal amounts together with any accrued, unpaid or
deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Group
undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect
of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. The securities were listed
and traded on the Hong Kong Stock Exchange and sold to professional investors only on May 23, 2014. Since
the perpetual capital security does not include any payment of cash or other contractual obligation of financial
instrument, it is categorized as equity under IFRS.
On 31 December 2014, Yancoal SCN Limited, a wholly owned subsidiary of Yancoal Australia issued 18,005,102
Subordinated Capital Notes (SCN) at US$100 each. Each SCN is convertible into 1,000 Yancoal Australia ordinary
shares and is traded on ASX. The distribution rate is set at 7% per annum, with interest will be paid half a year at
Yancoal Australias discretion.
SCN do not have any fixed maturity date and do not have to be redeemed except in a winding up of the Issuer or
Yancoal Australia. Conversion occurs at a fixed price so the value of the Yancoal Australia ordinary shares issued on
conversion may be more or less than the face value of the SCN converted. Note holders will be permitted to convert
the SCN into Yancoal Australia ordinary shares after 40 days until the 30 year conversion period ends. The SCN will be
initially convertible into Yancoal Australia ordinary shares at a conversion price of US$0.10 per share. Almost all the
notes were purchased by the Company and only RMB3,102,000 of the note is issued to other third parties. The SCN do
not contain any contractual obligation to pay cash or other financial assets in accordance with IFRS, they are classified as
equity.
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximizing the return to shareholders through the optimization of the debt and equity balance. The Groups overall
strategy remains unchanged from prior year.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 35 and equity
attributable to equity holders of the Company, comprising issued share capital, reserves and retained earnings, and
amounted to RMB102,685,390,000 (2013: RMB95,948,051,000) as at December 31, 2014.
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.
At December 31,
2014 2013
RMB000 RMB000
Financial assets
Loans and receivables (including cash and cash equivalents) 32,628,664 28,163,818
Available-for-sale financial assets 388,764 211,559
Derivative financial instruments 359 16,651
Royalty receivable (financial assets at fair value through profit or loss) 999,064 1,134,374
Financial liabilities
Amortized cost 74,677,564 67,021,023
Derivative financial instruments 81,602 315,111
Contingent value rights shares liabilities (financial liabilities
at fair value through profit or loss) 1,408,729
The Groups major financial instruments include available-for-sale equity instruments, bills and accounts
receivable, royalty receivable, other current assets such as other receivables, bank balances and cash, term deposits,
restricted cash, long term receivables, derivative financial instruments, bills and accounts payable, other payables,
bank and other borrowings, amounts due to Parent Company and its subsidiaries, finance lease liabilities and
guaranteed notes. 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 Groups 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, 2014 and 2013, the Groups maximum exposure to credit risk which will cause a financial loss
to the Group arising from 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 Groups credit risk is significantly reduced. The
Group maintains its cash and cash equivalents with reputable banks and its associate, Yankuang Group Finance
Company Limited (see note 27). 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 Groups 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.
As the Groups PRC operation 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 Groups export sales are determined by the Group, National Coal Corporation,
Shanxi Coal Corporation or Minmetals Trading.
For the years ended December 31, 2014, 2013 and 2012, net sales to the Groups five largest customers accounted
for approximately 14.2%, 16.5% and, 19.4% respectively, of the Groups total revenue. Net sales to the Groups
largest customer accounted for 3.7%, 5.8%, and 6.3% of the Groups net revenue for the years ended December 31,
2014, 2013 and 2012 respectively. The Groups largest customer was Huadian Power International Corporation
Limited (Huadian) for the years ended December 31, 2014, 2013 and 2012.
Details of the accounts receivable from the five customers with the largest receivable balances at December 31,
2014 and 2013 are as follows:
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:
31.12.2014 31.12.2013
Counterparty Location Credit limit Carrying amount Credit limit Carrying amount
RMB000 RMB000 RMB000 RMB000
722,675 418,073
The Groups geographical concentration of credit risk is mainly in East Asia (excluding the PRC) and Australia. As
at December 31, 2014 and 2013, over 45% and 51% of the Groups total trade receivables were from Australia and
from East Asia (excluding the PRC) respectively.
Market risk
The Groups sales are denominated mainly in the functional currency of the relevant group entity making
the sale, whilst costs are mainly denominated in the group entitys functional currency. Accordingly, there is
no significant exposure to foreign currency risk.
The carrying amounts of the Groups 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:
Liabilities Assets
2014 2013 2014 2013
RMB000 RMB000 RMB000 RMB000
The sales of the Groups subsidiaries in Australia are mainly export sales and some of their fixed assets
are imported from overseas. Their foreign exchange hedging policy is disclosed in note 36. The Groups
operations in the PRC do not adopt any foreign exchange hedging policy.
Sensitivity analysis
The Group is mainly exposed to the fluctuation against the currency of United States Dollar.
The following table details the Groups sensitivity to a 5% increase and decrease in RMB against relevant
foreign currencies. 5% represents managements assessment of reasonably possible changes in foreign
exchange rates over the period until the next annual balance sheet date. 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 and also assumes all other risk variables remained constant. 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.
Notes:
(i) This is mainly attributable to the exposure of the Groups outstanding bank deposit and loans denominated in
USD.
(ii) This is mainly attributable to the exposure of the Groups outstanding bank borrowings in foreign currency and
derivative financial instruments denominated in a currency other than the functional currency of the borrower.
In managements 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.
The Group is exposed to cash flow interest rate risk in relation to variable-rate bank balances, term deposits,
restricted cash (note 17) and variable rate borrowings (note 35).
The interest rate hedging policy of the Group is disclosed in note 36.
The Groups exposures to interest rate risk on financial assets and financial liabilities are detailed in the
liquidity risk section of this note. The Groups cash flow interest rate risk is mainly concentrated on the
fluctuation of the PBOC arising from the Groups RMB borrowings and the LIBOR arising from the Groups
USD borrowings.
Sensitivity Analysis
The following table details the Groups sensitivity to a change of 100 basis points in the interest rate,
assuming the financial instruments outstanding at the end of the reporting period were outstanding for
the whole year and all the variables were held constant. It includes the interest rate fluctuation of the
abovementioned PBOC rate and LIBOR.
2014 2013
RMB000 RMB000
In addition to the above risks relating to financial instruments, the Group is exposed to equity price risk
through investment in listed equity securities and also to price risk in non financial instruments such as
steel and metals (the Groups major raw materials). The Group currently does not have any arrangement
to hedge the price risk exposure of its investment in equity securities and its purchase of raw materials. The
Groups 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 Groups operations and mitigate the effects of fluctuations
in cash flows. The management monitors the utilization of bank borrowings and ensures compliance with loan
covenants.
The following table details the Groups 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.
Weighted
average Total Carrying
effective Less than 6 months undiscounted amount at
interest rate 3 months 3-6 months to 1 year 1-5 years 5+ years cash flow 12.31
% RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000
2014
Non-derivative financial liabilities
Bills and accounts payables N/A 4,037,204 4,037,204 4,037,204
Other payables N/A 7,818,335 7,818,335 7,818,335
Amounts due to Parent Company
and its subsidiary companies N/A 190,408 190,408 190,408
USD Guaranteed note 4.46%-5.73% 78,930 78,930 157,859 3,698,399 3,844,314 7,858,432 6,119,817
RMB Guaranteed note 4.20%-6.15% 5,363,341 240,000 4,933,281 8,387,728 18,924,350 14,920,374
Loan pledged by machineries 5.68%-10.00% 31,049 30,384 61,766 2,160,630 2,283,829 1,830,394
Finance lease liabilities 2.99%-5.60% 2,722 2,722 5,443 204,760 26,883 242,530 206,637
Bank borrowings
variable rate 1.45%-15.60% 1,304,920 683,760 4,122,001 20,343,573 17,748,332 44,202,586 38,360,866
Long-term payable 6.15%-6.50% 1,215 464,434 855,662 1,321,311 1,193,529
Note: the amount presented is the maximum contractual presented under guarantees issued.
2013
Non-derivative financial liabilities
Bills and accounts payables N/A 2,716,675 2,716,675 2,716,675
Other payables N/A 7,252,136 7,252,136 7,252,136
Amount due to Parent Company
and its subsidiary companies N/A 44,737 44,737 44,737
USD Guaranteed note 4.46%-5.73% 78,628 78,628 157,257 3,808,470 4,024,577 8,147,560 6,096,667
RMB Guaranteed note 4.42%-6.80% 1,267,000 5,537,792 1,969,000 4,990,000 13,763,792 10,956,917
Loan pledged by machineries 10.40% 46,800 46,800 93,600 1,948,800 610,770 2,746,770 1,800,000
Finance lease liabilities 3.00%-5.60% 14,404 14,404 28,809 235,109 22,741 315,467 267,492
Bank borrowings
variable rate 1.00%-7.18% 368,587 1,529,536 4,069,209 15,102,407 18,924,915 39,994,654 36,253,935
Long-term payable 6.22%-8.90% 1,300 520,776 1,565,620 2,087,696 1,632,464
Contingent value rights shares
liabilities N/A 1,427,766 1,427,766 1,408,729
Note: the amount presented is the maximum contractual presented under guarantees issued.
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 values of interest rate swap contracts are estimated based
on the discounted cash flows between the contract floating rate and contract fixed rate. The fair value of other
financial assets and financial liabilities are determined in accordance with generally accepted pricing models based
on discounted cash flow analysis.
The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortized
cost in the consolidated financial statements approximate their fair values.
Fair values of financial assets and financial liabilities are determined as follows:
The following table presents the carrying value of financial instruments measured at fair value across the three
levels of the fair value hierarchy. The levels of fair value are defined as follows:
Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets and liabilities;
Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level
1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived
from prices); and
Level 3: fair value measurements are those derived from valuation techniques that include inputs for the assets
or liability that are not based on observable market data (unobservable inputs).
At December 31
Level 1 Level 2 Level 3 Total
RMB000 RMB000 RMB000 RMB000
2014
Assets
Available-for-sale investments
Investments in securities
listed on the SSE 249,404 249,404
Derivative financial instruments
Forward foreign exchange contracts 359 359
Royalty receivable 999,064 999,064
249,404 359 999,064 1,248,827
Liabilities
Derivative financial instruments
Future contracts 664 664
Forward foreign exchange contracts 2,621 2,621
Collar option 78,317 78,317
At December 31
Level 1 Level 2 Level 3 Total
RMB000 RMB000 RMB000 RMB000
2013
Assets
Available-for-sale investments
Investments in securities
listed on the SSE 172,855 172,855
Derivative financial instruments
Forward foreign exchange contracts 13,062 13,062
Collar option 3,589 3,589
Royalty receivable 1,134,374 1,134,374
Liabilities
Derivative financial instruments
Forward foreign exchange contracts 181,358 181,358
Collar option 90,221 90,221
Interest rate swap contracts 43,532 43,532
Financial liabilities at fair value
through profit or loss
Contingent value rights shares liabilities 1,408,729 1,408,729
1,408,729 315,111 1,723,840
In 2014 and 2013, there are no change in categories between level 1 and level 2 and no movement from or into
level 3. For more information about royalty receivable, please refer to note 19.
The fair value of the royalty receivable is determined using the discounted future cash flows that are dependent on
the following unobservable inputs: forecast sales volumes, coal prices and fluctuations in foreign exchange rates.
The forecast sales volumes are based on the internally maintained budgets, five year business plan and life of mine
models. The forecast coal prices and long term exchange rates are based on external data consistent with the data
used for impairment assessments (note 23). The risk-adjusted post-tax discount rate used to determine the future
cash flows is 10.5%. The estimated fair value would increase if the sales volumes and coal prices were higher and
if the Australian dollar weakens against the US dollar. The Estimated fair value would also increase if the risk-
adjusted discount rate was lower.
On January 31, 2013, the Company completed the acquisition of 74.82% equity interest in Hao Sheng, the purpose
of acquisition is to obtain the mining rights of Shilawusu Coal Field in the name of Hao Sheng. The acquisition was
presented as purchases of assets and liabilities, such that no goodwill was recognized.
Carrying
amounts
RMB000
7,136,536
Considerations:
Cash paid on acquisition 1,025,516
Investment deposits and transaction costs paid for acquisition in prior year 2,982,805
(802,089)
As at December 31, 2014, Hao Sheng has not yet commenced any business.
The acquisition has been accounted for using the acquisition method.
2,766,480
Considerations:
Cash paid on acquisition 106,367
Carrying amount previously recognised as interest in
joint venture and share of assets and liabilities held
under a joint operation 2,660,113
2,766,480
58,679
* Included in the net assets acquired on the acquisition of Ashton Coal Mines Limited as of the acquisition date, certain assets and
liabilities held under a joint operation were recognised by the Group in accordance with its share of those assets and liabilities before
the acquisition.
During the period from the acquisition date to December 31, 2014, Ashton Coal Mines Limited has contributed a total
revenue of RMB216.8 million and a net profit of RMB2.1 million.
If the acquisition had occurred on January 1, 2014, the consolidated revenue and net profit of the Group for the year
ended December 31, 2014 would have been increased by RMB747.5million and decreased by RMB128.5 million
respectively. The proforma financial information is for illustrative purpose only and does not necessarily reflect the
Groups revenue and operating results if the acquisition has been completed January 1, 2014 and could not serve as a
basis for the forecast of future operation result.
Summarised financial information of material non-controlling interests of subsidiaries is set out below:
For the details of transactions with non-controlling interests, please refer to note 48.
Net (decrease) increase in cash and cash equivalents (616,925) (409,174) 6,872 119,487
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated
on consolidation and are not disclosed. In accordance with Main Board Listing Rules Chapter 14A, continuing
connected transactions are disclosed below:
At December 31,
2014 2013
RMB000 RMB000
The amounts due from/to the Parent Company, joint ventures and its subsidiary companies are non-interest bearing,
unsecured and repayable on demand.
During the years, the Group had the following significant transactions with the Parent Company and/or its subsidiary
companies:
Income
Sales of coal 2,287,541 2,839,839 3,162,122
Sales of auxiliary materials 510,432 328,732 425,957
Sales of heat and electricity 114,163 111,675 167,295
Sales of methanol 127,921 126,398 47,909
Provision of mines operating services 4,337
Expenditure
Utilities and facilities 29,777 19,406 35,906
Purchases of supply materials and equipment 1,286,869 1,196,372 1,552,758
Repair and maintenance services 238,110 266,849 327,600
Social welfare and support services 822,793 483,783 802,540
Road transportation services 19,567 14,119 67,654
Construction services 600,847 522,314 689,787
Expenditures for social welfare and support services (excluding medical and child care expenses) are RMB177,854,000,
RMB122,460,000 and RMB176,820,000 for the years ended December 31, 2014, 2013 and 2012. These expenses will be
negotiated with and paid by the Parent Company each year.
As at December 31, 2014, the Company has deposited RMB927,255,000 (2013: RMB103,464,000) (2012:
RMB1,719,621,000) to the Companys associate, YanKuang Group Finance Company Limited. The interest income
received and finance cost paid during the year amounted to RMB3,217,000 (2013: RMB4,756,000) (2012: RMB7,986,000)
and RMB100,000 (2013: RMB1,645,000) (2012: RMB1,411,000) respectively.
In addition to the above, the Company participates in a retirement benefit scheme of the Parent Company in respect of
retirement benefits (note 51).
The Group operates in an economic environment currently predominated by entities directly or indirectly owned or
controlled by the PRC government (state-controlled entities). In addition, the Group itself is part of a large group of
companies under the Parent Company which is controlled by the PRC government. Apart from the transactions with
the Parent Company and its subsidiaries disclosed above, the Group also conducts business with other state-controlled
entities. The directors consider those state-controlled entities are independent third parties so far as the Groups
business transactions with them are concerned.
At December 31,
2014 2013
RMB000 RMB000
Amounts due to and from state-controlled entities are trade nature of which terms are not different from other
customers (notes 18 and 32).
Balances and transactions with other state-controlled entities in the PRC (continued)
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 Groups operations.
At December 31,
2014 2013
RMB000 RMB000
The amount due from a joint venture is unsecured and interest is calculated at commercial rate, interest received by the
Group in the current year amounting to RMB100,345,000 (2013: RMB 106,373,000).
For the year ended December 31, 2014, the trade balances between the Group and joint ventures are disclosed in
notes 18 and 32. During the last year, the Groups Australian subsidiaries sold coal products and provided marketing
and administrative services to the joint ventures of the Group amounted to RMB796,212,000 and RMB1,530,000
respectively. The Group has acquired 100% of the shares of the joint ventures and consolidated in the Group account.
The remuneration of directors and other members of key management were as follows:
The remuneration of directors and key executives is determined by the remuneration committee having regard to the
performance of individuals and market trends.
49. COMMITMENTS
At December 31,
2014 2013
RMB000 RMB000
2,731,918 2,414,463
Pursuant to the regulations issued by the Shandong Province Finance Bureau, the Group has to pay a deposit
of RMB2,636 million (2013: RMB2,636 million) to the relevant government authority, which secured for the
environmental protection work done by the Company. As at December 31, 2014, deposit of RMB1,052 million (2013:
RMB1,052 million) were made and the Company is committed to further make security deposit of RMB1,584 million
(2013: RMB1,584 million).
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 March 21, 2014 (2013: March 22, 2013), the monthly contribution rate is at 20% (2013: 20%; 2012:
20%) of the total monthly basic salaries and wages of the Companys employees for the period from January 1, 2014 to
December 31, 2014. Other welfare benefits will be provided by the Parent Company, which will be reimbursed by the
Company.
The amount of contributions paid to the Parent Company were RMB722,111,000, RMB874,753,000, and
RMB857,352,000 for the years ended December 31, 2014, 2013, and 2012, respectively.
The Companys subsidiaries are participants in a state-managed retirement scheme pursuant to which the subsidiaries
pay a fixed percentage of its qualifying staffs wages as a contribution to the scheme. The subsidiaries financial
obligations under this scheme are limited to the payment of the employers contribution. During the year, contributions
paid and payable by the subsidiaries pursuant to this arrangement were insignificant to the Group. The Groups overseas
subsidiaries pay fixed contribution as pensions under the laws and regulations of the relevant countries.
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.
The Parent Company is responsible for providing accommodation to its employees and the domestic 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, 2014, 2013 and 2012. Such expenses, amounting to
RMB137,200,000, RMB80,042,000 and RMB137,200,000 for each of the three years ended December 31, 2014, 2013 and
2012 respectively, have been included as part of the social welfare and support services expenses summarized in note 50.
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.
Subsequent to the financial year, as announced on February 2, 2015, the NSW PAC approved Yancoal Australias
Moolarben Stage 2 expansion application. Once the Moolarben Stage Two project is completed the operation at Mudgee
will produce up to 15 million tonnes per annum of raw coal for a period of 24 years, and extend the life of the operation.
At December 31,
2014 2013
RMB000 RMB000
285,528 60,561
Operating leases have average remaining lease terms of 1 to 5 years. Items that are subject to operating leases include
mining equipment, office space and small items of office equipment.
(i) Guarantees
At December 31,
2014 2013
RMB000 RMB000
1,861,746 1,615,600
(ii) The Australia Taxation Office (ATO) commenced an audit of the Group during the previous financial year.
The audit has progressed during the current financial year with a range of issues under review now closed. The
Group is currently in discussion with the ATO. Seeking to reach a mutually agreeable resolution of the remaining
outstanding issues. The audit is expected to conclude during the first half of 2015 and is not expected to have a
material impact on the Groups financial position.
(iii) Yancoal Australia will provide financial support to joint venture, Middlemount Coal Pty Ltd, confirming that
Yancoal Australia will not demand the repayment of any loan due from Middlemount, expect to the extent that
Middlemount agrees otherwise provided in the loan agreement; and provide financial support to Middlemount
to enable it to meet its debts as and when they become due and payable, by way of new shareholder loans in
proportion to its share of the net assets of Middlemeount.
(iv) The Company was sued by Zhongxin Daxie Fuel Co., Ltd. (Zhongxin Daxie) at the Shandong Provincial
Higher Peoples Court for not performing the duty of delivering goods pursuant to the Coal Sales Contract. It
requested the termination of the Coal Sales Contract signed by both sides, the return of payments for goods and
compensation for economic losses of RMB163.6 million in total. Zhongxin Daxies claim was rejected by the first
instance judgment of the Shandong Provincial Higher Peoples Court. On June 30, 2014, the Company received
the Notice of the Decision on Appeal from the Supreme Peoples Court of the Peoples Republic of China (the
Supreme Court). As at report date, the case is still being tried in court and has not yet been heard.
At December 31,
2014 2013
RMB000 RMB000
ASSETS
CURRENT ASSETS
Bank balances and cash 13,327,804 6,620,343
Term deposits 5,000,000 4,273,381
Restricted cash 98,110 6,000
Bills and accounts receivable 5,578,985 7,915,658
Inventories 654,160 524,379
Loans to subsidiaries 3,200,000 2,549,000
Prepayments and other receivables 9,750,997 15,267,946
Prepaid lease payments 13,334 13,334
TOTAL CURRENT ASSETS 37,623,390 37,170,041
NON-CURRENT ASSETS
Mining reserves 1,859,335 2,052,613
Prepaid lease payments 454,790 468,177
Property, plant and equipment 8,843,586 8,288,584
Goodwill 819,561 819,561
Investment in subsidiaries (note a) 8,102,000 10,722,000
Investments in securities 11,272,623 181,854
Investments in associates 1,253,927 2,378,927
Investment in joint ventures 3,000
Loan to subsidiaries 30,233,236 20,353,641
Deposit made on investments 117,926 120,926
Deferred tax assets 1,173,779 809,062
TOTAL NON-CURRENT ASSETS 64,133,763 46,195,345
TOTAL ASSETS 101,757,153 83,365,386
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Derivative financial instruments 664 43,532
Bills and accounts payable 2,700,189 981,990
Other payables and accrued expenses 15,832,436 6,595,549
Provision for land subsidence, restoration, rehabilitation and environmental costs 2,821,799 3,246,262
Borrowings-due within one year 10,025,012 10,580,470
Long term payable-due within one year 396,285 396,285
Contingent value rights shares liabilities 1,408,729
Taxes payable 32,431 829,303
TOTAL CURRENT LIABILITIES 31,808,816 24,082,120
NON-CURRENT LIABILITIES
Borrowings-due after one year 20,958,788 14,579,122
Long term payable 805,661 1,208,616
TOTAL NON-CURRENT LIABILITIES 21,764,449 15,787,738
TOTAL LIABILITIES 53,573,265 39,869,858
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OF THE COMPANY (note b) 45,662,432 43,495,528
OWNERS OF PERPETUAL CAPITAL SECURITY 2,521,456
TOTAL EQUITY 48,183,888 43,495,528
TOTAL LIABILITIES AND EQUITY 101,757,153 83,365,386
(a) Details of the Companys major subsidiaries at December 31, 2014 and 2013 are as follows:
Country of
incorporation/ Issued and fully
registration and paid capital/ Proportion of registered capital/issued share Proportion of voting
Name of subsidiary operation registered capital capital held by the Company power held Principal activities
2014 2013 2014 2013
Directly Indirectly Directly Indirectly
Austar Coal Mine Pty, Limited Australia AUD 64,000,000 100% 100% 100% 100% Coal mining business in
(Austar) Australia
Heze (note 1) PRC RMB 3,000,000,000 98.33% 98.33% 98.33% 98.33% Coal mining and sales
Yancoal Australia (note 2) Australia AUD 656,700,717 78% 78% 78% 78% Investment holding
Shandong Yanmei Shipping Co., Ltd. PRC RMB 5,500,000 92% 92% 92% 92% Transportation via rivers
(Yanmei Shipping) (note 1) and lakes and the sales
of coal and construction
materials
Yulin (note 1) PRC RMB 1,400,000,000 100% 100% 100% 100% Methanol and electricity
power business
Zhongyan Trade Co., Ltd PRC RMB 2,100,000 52.38% 52.38% 52.38% 52.38% Trading and processing of
(Zhongyan) (note 1) mining machinery
Shanxi Neng Hua (note 1) PRC RMB 600,000,000 100% 100% 100% 100% Investment holding
Shanxi Tianchi (note 1) PRC RMB 90,000,000 81.31% 81.31% 81.31% 81.31% Coal mining business
Shanxi Tianhao (note 1) PRC RMB 150,000,000 99.89% 99.89% 99.89% 99.89% Methanol and electricity
power business
Hua Ju Energy (note 1) PRC RMB 288,589,774 95.14% 95.14% 95.14% 95.14% Electricity and heat supply
Ordos (note 1) PRC RMB 8,100,000,000 100% 100% 100% 100% Investment holding, coal
mining and sales
Yize (note 1) PRC RMB 136,260,500 100% 100% 100% 100% Development of methanol
project
Rongxin Chemicals (note 1) PRC RMB 3,000,000 100% 100% 100% 100% Development of methanol
project
Daxin Industrial (note 1) PRC RMB 4,107,432 100% 100% 100% 100% Development of methanol
project
Xintai (note 1) PRC RMB 5,000,000 100% 100% 100% 100% Coal mining and sales
Inner Mongolia Haosheng Coal PRC RMB 800,000,000 74.82% 74.82% 74.82% 74.82% Sales of coal mine
Mining Co., Ltd (note 1) machinery equipment
and accessories
Rizhao (note 1) PRC RMB 300,000,000 51% 51% 51% 51% Coal wholesale
management and others
Yancoal International Hong Kong USD 689,313,091 100% 100% 100% 100% Investment holding
Yancoal International Resources Hong Kong USD 600,000 100% 100% 100% 100% Coal resource exploration
Development Co., Limited development
(a) Details of the Companys major subsidiaries at December 31, 2014 and 2013 are as follows: (continued)
Country of
incorporation/ Issued and fully
registration and paid capital/ Proportion of registered capital/issued share Proportion of voting
Name of subsidiary operation registered capital capital held by the Company power held Principal activities
2014 2013 2014 2013
Directly Indirectly Directly Indirectly
Yancoal International Technology Hong Kong USD 1,000,000 100% 100% 100% 100% Coal mining technology
Development Co., Limited Development
Yancoal International Trading Co., Hong Kong USD 1,000,000 100% 100% 100% 100% Entrepot trade
Limited
Yancoal Technology (Holdings) Co., Ltd. Australia AUD 75,407,506 100% 100% 100% 100% Holdings company
Yancoal Resources Australia AUD 446,409,065 100% 100% 100% 100% Coal mining business in
Australia
Trading Centre (Note 1) PRC RMB100,000,000 51% 51% 51% 51% Coal sales
Beisheng Industry and Trade (Note 1) PRC RMB 2,404,000 100% 100% 100% 100% Coal Mining and sales
Ashton Coal Operations Pty Limited Australia AUD 5 100% 100% 100% 100% Management of operations
Athena Coal Mine Pty Ltd Australia AUD 2 100% 100% 100% 100% Coal exploration
Felix NSW Pty Ltd Australia AUD 2 100% 100% 100% 100% Investment holding
Moolarben Coal Mines Pty Limited Australia AUD 1 100% 100% 100% 100% Coal business development
Moolarben Coal Operations Pty Ltd Australia AUD 2 100% 100% 100% 100% Management of coal
operations
Moolarben Coal Sales Pty Ltd Australia AUD 2 100% 100% 100% 100% Coal sales
Proserpina Coal Pty Ltd Australia AUD 1 100% 100% 100% 100% Coal mining and sales
Syntech Holdings Pty Ltd Australia AUD 223,470,552 100% 100% 100% 100% Investment holding and
management of coal
operation
Duralie Coal Pty Ltd Australia AUD 2 100% 100% 100% 100% Coal mining
Gloucester Australia AUD 719,720,808 100% 100% 100% 100% Coal resource exploration
development
Auriada Limited Northern Ireland AUD 5 100% 100% 100% 100% No business in Australia, to
be liquidated
Ballymoney Power Limited Northern Ireland AUD 5 100% 100% 100% 100% No business in Australia, to
be liquidated
Balhoil Nominees Pty Ltd Australia AUD 7,270 100% 100% 100% 100% No business in Australia
SASE Pty Limited Australia AUD 9,650,564 90% 90% 100% 100% No business in Australia, to
be liquidated
CIM Mining Pty Ltd Australia AUD 30,180,720 100% 100% 100% 100% No business in Australia
Donaldson Coal Holdings Ltd Australia AUD 204,945,942 100% 100% 100% 100% Holdings company
(a) Details of the Companys major subsidiaries at December 31, 2014 and 2013 are as follows: (continued)
Country of
incorporation/ Issued and fully
registration and paid capital/ Proportion of registered capital/issued share Proportion of voting
Name of subsidiary operation registered capital capital held by the Company power held Principal activities
2014 2013 2014 2013
Directly Indirectly Directly Indirectly
Monash Coal Holdings Pty Ltd Australia AUD 100 100% 100% 100% 100% Dormant
CIM Stratford Pty Ltd Australia AUD 21,558,606 100% 100% 100% 100% Dormant
CIM Services Pty Ltd Australia AUD 8,400,002 100% 100% 100% 100% Dormant
Donaldson Coal Pty Ltd Australia AUD 6,688,782 100% 100% 100% 100% Coal mining and sales
Agrarian Finance Pty Ltd Australia AUD 2 100% 100% 100% 100% Dormant
Monash Coal Pty Ltd Australia AUD 200 100% 100% 100% 100% Coal mining and sales
Newcastle Coal Company Pty Ltd Australia AUD 2,300,999 100% 100% 100% 100% Coal mining and sales
Syntech Holdings II Pty Ltd Australia AUD 6,318,490 100% 100% 100% 100% Investment holding
Tonford Pty Ltd Australia AUD 2 100% 100% 100% 100% Coal exploration
UCC Energy Pty Limited Australia AUD 2 100% 100% 100% 100% Ultra clean coal technology
Wesfarmers Char Australia AUD 1,000,000 100% 100% 100% 100% Research and development
of the technology and
procedures of processing
coal
Wesfarmers Premier Coal Limited Australia AUD 8,779,250 100% 100% 100% 100% Exploration, production
and processing of coal
White Mining (NSW) Pty Limited Australia AUD 10 100% 100% 100% 100% Coal mining and sales
White Mining Research Pty Ltd Australia AUD 2 100% 100% 100% 100% No business in Australia, to
be liquidated
White Mining Services Pty Limited Australia AUD 2 100% 100% 100% 100% No business in Australia, to
be liquidated
White Mining Limited Australia Ordinary shares 100% 100% 100% 100% Investment holding
AUD 3,300,000 and management of
A Shares AUD 200 operations
Yancoal Canada Canada USD 290,000,000 100% 100% 100% 100% Potash exploration
Mountfield Properties Pty Ltd Australia AUD 100 100% 100% 100% 100% Investment holding
AMH (Chinchilla Coal) Pty Ltd Australia AUD 2 100% 100% 100% 100% Coal exploration
Syntech Resources Pty Ltd Australia AUD 1,251,431 100% 100% 100% 100% Coal mining and sales
Yancoal Luxembourg Luxembourg USD 500,000 100% 100% 100% 100% Investment holding
Yarrabee Coal Company Pty Ltd Australia AUD 92,080 100% 100% 100% 100% Coal mining and sales
(a) Details of the Companys major subsidiaries at December 31, 2014 and 2013 are as follows: (continued)
Country of
incorporation/ Issued and fully
registration and paid capital/ Proportion of registered capital/issued share Proportion of voting
Name of subsidiary operation registered capital capital held by the Company power held Principal activities
2014 2013 2014 2013
Directly Indirectly Directly Indirectly
Westralian Prospectors NL Australia AUD 93,001 100% 100% 100% 100% No business in Australia
Eucla Mining NL Australia AUD 707,500 100% 100% 100% 100% No business in Australia
CIM Duralie Pty Ltd Australia AUD 665 100% 100% 100% 100% No business in Australia
Duralie Coal Marketing Pty Ltd Australia AUD 2 100% 100% 100% 100% No business in Australia
Gloucester (SPV) Pty Ltd Australia AUD 2 100% 100% 100% 100% Holdings company
Gloucester (Sub Holdings 1) Pty Ltd Australia AUD 2 100% 100% 100% 100% Holdings company
Gloucester (Sub Holdings 2) Pty Ltd Australia AUD 2 100% 100% 100% 100% Holdings company
Donaldson Coal Finance Pty Ltd Australia AUD 10 100% 100% 100% 100% Investment company
Stradford Coal Pty Ltd Australia AUD 10 100% 100% 100% 100% Coal mining
Stradford Coal Marketing Pty Ltd Australia AUD 10 100% 100% 100% 100% Coal sales
Abakk Pty Ltd Australia AUD 6 100% 100% 100% 100% No business in Australia,
to be liquidated
Primecoal International Pty Ltd Australia AUD 1 100% 100% 100% 100% No business in Australia,
to be liquidated
Athena Holdings P/L Australia AUD 24,450,405 100% 100% 100% 100% Holding company
Premier Coal Holdings P/L Australia AUD 321,613,108 100% 100% 100% 100% Holdings company
Tonford Holdings P/L Australia AUD 46,407,917 100% 100% 100% 100% Holdings company
Wilpeena Holdings P/L Australia AUD 3,457,381 100% 100% 100% 100% Holdings company
Yancoal Energy P/L Australia AUD 202,977,694 100% 100% 100% 100% Holdings company
Yancoal Technology Development Australia AUD 2 100% 100% 100% 100% LTCC technical
Pty Ltd development and
equipment rental
Qingdao Yanmei Dongqi Energy Co., PRC RMB 50,000,000 100% 100% Coal and Related Products
Ltd (Dongqi ) (Note 1) Wholesale
Shangdong Zhongyin Logistics & Trade PRC RMB 300,000,000 100% 100% Trade Broker and Agent
Co., Ltd. (Zhongyin Logistics)
(Note 1)
Zhongyin Financial Leasing Co., Ltd. PRC RMB 500,000,000 75% 25% 100% Financial Leasing
(Zhongyin Financial) (Note 1)
Duanxin Investment Holding (Beijing) PRC RMB 10,000,000 100% 100% Investment and assets
Co., Ltd (Duanxin ) (Note 1) management
(a) Details of the Companys major subsidiaries at December 31, 2014 and 2013 are as follows: (continued)
Country of
incorporation/ Issued and fully
registration and paid capital/ Proportion of registered capital/issued share Proportion of voting
Name of subsidiary operation registered capital capital held by the Company power held Principal activities
2014 2013 2014 2013
Directly Indirectly Directly Indirectly
Yancoal Australia Sales Pty Ltd Australia AUD 100 100% 100% Coal sales
Yancoal SCN Ltd Australia AUD 5 100% 100% Issue subordinated capital
note
Ashton Coal mines Limited Australia AUD 5 100% 100% Coal sales
Advanced Clean Coal Technology Australia AUD 1 100% 100% No business in Australia
Pty Limited
Premier Char Pty Ltd Australia AUD 1,000,000 100% 100% Charcoal Product
Development
Unless otherwise specified, the capital of the above subsidiaries are registered capital (those established in the
PRC) or ordinary shares (those established in other countries).
Note 1: Yanmei Shipping, Yulin, Zhongyan, Heze, Shanxi Neng Hua, Shanxi Tianchi, Shanxi Tianhao, Hua Ju Energy, Ordos,
Yize, Rongxin Chemical, Daxin Industrial, Xintai, Haosheng, Rizhao, Dongqi, Zhongyin Logistics, Zhongyin Financial
and Duanxin are established in the PRC as limited liability companies.
Note 2: The investment cost of RMB3,781,606,000 in respect of investment in Yancoal Australia was included in investment
in subsidiaries. As at December 31, 2014, the market value of these shares was approximately RMB622,550,000
(AUD124,078,000) (2013: RMB3,200,344,000 (AUD775,489,000))
Perpetual
Future Statutory Investment capital
Share Share development common revaluation Retained securities
capital premium fund reserve fund reserve earnings (note 41a) Total
RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000 RMB000
Balance at January 1, 2013 4,918,400 2,981,002 4,472,552 4,938,350 66,401 23,482,750 40,859,455
Balance at December 31, 2013 4,918,400 2,981,002 3,584,460 5,448,529 70,363 26,492,774 43,495,528
Balance at January 1, 2014 4,918,400 2,981,002 3,584,460 5,448,529 70,363 26,492,774 43,495,528
Total comprehensive income for the year 57,412 2,207,860 36,456 2,301,728
Balance at December 31, 2014 4,918,400 2,981,002 1,360,630 5,855,024 127,775 30,419,601 2,521,456 48,183,888
SUPPLEMENTAL INFORMATION
The Group has also prepared a set of consolidated financial statements in accordance with relevant accounting
principles and regulations applicable to PRC enterprises.
The consolidated financial statements prepared under IFRS and those prepared under PRC GAAP have the following
major differences:
(1a) Appropriation of future development fund is charged to income before income taxes under PRC GAAP.
Depreciation is not provided for plant and equipment acquired by utilizing the future development fund
under PRC GAAP but charged to expenses when acquired.
(1b) Appropriation of the work safety cost is charged to income before taxes under PRC GAAP. Depreciation
is not provided for plant and equipment acquired by utilizing the provision of work safety cost under PRC
GAAP but charged to expenses when acquired.
(2) Consolidation using acquisition method under IFRS and using common control method under PRC GAAP
(2a) Under IFRS, the acquisitions of Jining II, Railway Assets, Heze, Shanxi Group, Hua Ju Energy, Beisu and
Yangcun have been accounted for using the acquisition method which accounts for their assets and liabilities
at their fair value at the date of acquisition. Any excess of the purchase consideration over the fair value of
the net assets acquired is capitalized as goodwill.
Under PRC GAAP, as the entities above are under the common control of the Parent Company, their assets
and liabilities of are required to be included in the consolidated balance sheet of the Group at historical cost.
The difference between the historical cost of their assets and liabilities acquired and the purchase price paid
is recorded as an adjustment to shareholders equity.
(3) Deferred taxation due to differences between the financial statements prepared under IFRS and PRC GAAP.
(4a) Under IFRS, the reversal of impairment loss on mining reserves was classified as other income in income
statement.
Under PRC GAAP, no reversal of impairment loss on mining reserves was recognised.
(5) Classification of perpetual capital security due to differences between the financial statements prepared under
IFRS and PRC GAAP.
(5a) Under IFRS, the perpetual capital security issued by the company was classified as equity instrument and
separated from net assets attributable to equity holders of the Company.
Under PRC GAAP, the perpetual capital security issued by the Company was classified as owners equity.
The following table summarizes the differences between consolidated financial statements prepared under IFRS
and those under PRC GAAP:
Note: There are also differences in other items in the consolidated financial statements due to differences in classification
between IFRS and PRC GAAP.
We have audited the accompanying financial statements (consolidated and company) of Yanzhou Coal Mining Company
Limited (the Company), which comprise the balance sheet as at 31 December 2014, and the income statement, the cash flow
statement, and the statement of changes in equity for the year then ended, and notes to the financial statements.
The Companys management is responsible for the preparation and fair presentation of these financial statements. These
responsibilities include: (1) preparing these financial statements in accordance with Accounting Standards for Business
Enterprises to achieve fair presentation of the financial statements; (2) designing, implementing and maintaining
internal control which is necessary to enable that the financial statements are free from material misstatement, whether
due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with Chinas Auditing Standards for the Certified Public Accountants. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation of the financial statements in order to design
audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
III. OPINION
In our opinion, the financial statements have been prepared in accordance with the requirements of Accounting
Standards for Business Enterprises in all material respects and present fairly the consolidated and the companys
financial position of the Company as at 31 December 2014, and of their consolidated and the companys financial
performance and cash flows for the year then ended.
Beijing China
27 March 2015
31 December 1 January
ITEMS NOTES 2014 2014
CURRENT ASSETS
Cash and cash equivalents VI.1 20,526,075 15,510,298
Transaction settlement funds
Loans to other banks or financial institutes
Financial assets at fair value through profit and loss
Financial assets derivatives (if necessary)
Notes receivable VI.2 5,068,353 7,558,118
Accounts receivable VI.3 2,015,752 1,461,387
Advances to suppliers VI.4 1,971,564 1,165,331
Insurance premium receivable
Reinsurance premium receivable
Reserves for reinsurance contract receivable
Interests receivable 53,403 33,692
Dividends receivable
Other receivables VI.5 648,847 598,840
Financial assets purchased with agreement to re-sale
Inventories VI.6 1,569,913 1,597,168
Held-to-sale assets
Non-current assets due within one year VI.7 1,743,254 93,179
Other current assets VI.8 3,287,107 3,410,681
NON-CURRENT ASSETS
Loans and advances to customers
Available-for-sale financial assets VI.9 388,763 211,560
Held-to-maturity investments VI.10 1,250,000
Long-term receivables VI.11 234,914 1,841,238
Long-term equity investments VI.12 3,086,497 3,233,307
Investment properties
Fixed assets VI.13 29,156,814 24,158,411
Construction in progress VI.14 28,710,049 31,391,802
Construction materials 20,033 26,699
Disposal of fixed assets
Productive biological assets
Oil and gas assets
Intangible assets VI.15 22,518,822 23,949,861
Research and development expenses
Goodwill VI.16 992,053 1,219,853
Long-term prepayments 39,476 26,982
Deferred tax assets VI.17 6,797,493 7,044,986
Other non-current assets VI.18 1,056,016 1,166,081
Page 243 to 257 of this financial statements are signed and responsibility to under signing:
31 December 1 January
ITEMS NOTES 2014 2014
CURRENT LIABILITIES:
Short-term loans VI.20 2,827,850 3,512,612
Borrowings from central bank
Receipt of deposits and deposits from other banks
Loans from other banks or financial institutes
Financial liabilities at fair value through profit and loss VI.21 664 1,000,000
Financial liability derivatives (if necessary)
Notes payable VI.22 2,102,358 316,361
Accounts payable VI.23 2,125,594 2,448,642
Advance from customers VI.24 798,437 852,247
Funds from selling out and repurchasing financial assets
Fee and commission payable
Employee benefits payable VI.25 872,079 1,056,893
Taxes payable VI.26 -193,152 749,807
Interests payable VI.27 957,773 587,061
Dividends payable 91
Other payables VI.28 5,721,476 5,419,873
Reinsured accounts payable
Reserves for insurance contract
Funds from securities trading agency
Funds from underwriting securities agency
Held-to-sale liabilities
Non-current liabilities due within one year VI.29 3,632,943 3,702,281
Other current liabilities VI.8 8,405,051 9,019,480
NON-CURRENT LIABILITIES
Long-term loans VI.30 32,547,502 31,019,648
Bonds payable VI.31 16,040,608 11,055,667
Including: preferred shares
perpetual bonds
Long-term payable VI.32 2,460,272 2,833,205
Long-term employee benefit payable VI.33 7,563 7,701
Special payables
Contingent liabilities VI.34 766,010 802,933
Deferred revenue VI.35 57,509 62,327
Deferred tax liabilities VI.17 8,365,210 8,695,598
Other non-current liabilities
31 December 1 January
ITEMS NOTES 2014 2014
SHAREHOLDERS EQUITY
Share capital VI.36 4,918,400 4,918,400
Other equity instruments VI.37 2,485,000
Including: preferred shares
perpetual bonds 2,485,000
Capital reserves VI.38 1,285,991 3,106,650
Less: Treasury shares
Other comprehensive income VI.39 -5,954,077 -3,822,501
Specific reserves VI.40 1,785,012 2,285,384
Surplus reserves VI.41 5,900,135 5,493,640
General risk reserves
Retained earnings VI.42 28,778,217 26,998,913
31 December 1 January
ITEMS NOTES 2014 2014
CURRENT ASSET:
Cash at bank and on hand 18,425,914 10,899,723
Financial asset at fair value through profit or loss
Derivative financial asset (if important)
Notes receivable 5,050,409 7,451,581
Accounts receivable 528,576 464,076
Prepayments 248,314 17,334
Intersts receivable 1,741,124 981,957
Dividends receivable 100
Other receveiables 3,997,717 11,664,061
Inventories 654,160 524,379
Divided into held-for-sale asset
Non-current assets due within one year 8 8
Other current assets 2,887,428 2,887,428
31 December 1 January
ITEMS NOTES 2014 2014
CURRENT LIABILITIES:
Short-term borrowings 2,827,850 3,512,612
Financial asset at fair value through profit or loss 664 1,043,532
Derivative financial asset (if important)
Notes payable 1,767,508 34,220
Accounts payable 932,681 947,770
Advances from customers 403,618 640,789
Salaries and wages payable 383,699 541,161
Taxes payable 118,398 963,843
Interest payable 866,185 310,762
Dividends payable
Other payable 13,949,327 4,828,780
Divided into held-for-sale asset
Non-current liabilities due within one year 2,417,431 2,874,956
Other current liabilities 8,204,748 8,529,768
NON-CURRENT LIABILITIES:
Long-term loans 8,106,446 7,820,122
Bonds payable 9,920,792 4,959,000
Including: preferred share
perpetual bond
Long-term payable 3,569,389 2,574,901
Long-term salaries and wages payable
Special accounts payable
Estimated liabilities
Deferred income 13,091 19,761
Deferred tax liabilities 199,197 203,409
Other non-current liabilities
6. After-tax net other comprehensive income after tax VI.56 -2,614,544 -4,590,568
Total after-tax net comprehensive income attributable to shareholders of the parent -2,131,576 -3,757,774
1) Other comprehensive income not reclassified to profit and loss in the future
2) Other comprehensive income reclassified to profit and loss in the future -2,131,576 -3,757,774
1. Other comprehensive income classified to profit and loss in the future
shared by investee accounted under equity method 11,213
2. Gain/loss on fair value movement for available-for-sale financial assets 57,412 3,962
3. Effective Gain/loss on cashflow hedge -705,157 -697,967
4. Translation difference on foreign currencies -1,495,044 -3,063,769
After-tax net comprehensive income attributable to non-controlling interest -482,968 -832,794
6. Cash and cash equivalents at the end of the year VI.57 20,207,279 10,965,667
Cash paid to acquire fixed assets, intangible assets and other long-term assets 2,061,005 2,243,867
Cash paid for investments 5,954,491
Net cash paid to acquire subsidiaries or other business units 1,858,878
Cash paid to other investing activities 6,582,602 12,448,327
4. Effect of changes in foreign exchange rate on cash and cash equivalents -11,362 -73,531
6. CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 18,327,805 6,620,343
I. Balance at December 31, 2013 4,918,400 3,106,650 -3,822,501 2,285,384 5,493,640 26,998,913 3,576,561 42,557,047
Add: Change in accounting policies
Correction of errors in the early stage
Consolidation under common control
Others
II. Balance at January 1, 2014 4,918,400 3,106,650 -3,822,501 2,285,384 5,493,640 26,998,913 3,576,561 42,557,047
(VI) Others
IV. Balance at December 31, 2014 4,918,400 - 2,485,000 - 1,285,991 - -5,954,077 1,785,012 5,900,135 - 28,778,217 4,440,773 43,639,451
I. Balance at December 31, 2013 4,918,400 3,387,647 -64,727 3,074,316 4,983,461 28,364,156 3,326,172 47,989,425
Add: Change in accounting policies 40,086 -336,410 -74,746 -371,070
Correction of errors in the early stage
Consolidation under common control
Others
II. Balance at January 1, 2014
(II) Shareholders input and capital reduce -321,083 33,754 -19,241 2,179,417 1,872,847
1. ordinary shares by shareholders 2,624,277 2,624,277
2. capital from other-equity-instrument holders
3. Consolidation under common control -71,140 -71,140
4. Acquisition of minority interest of
Wenyu coal mine -249,943 33,754 -19,241 -444,860 -680,290
(VI) Others
IV. Balance at December 31, 2014 4,918,400 3,106,650 -3,822,501 2,285,384 5,493,640 26,998,913 3,576,561 42,557,047
I. Balance at December 31, 2013 4,918,400 3,759,736 71,560 1,850,945 5,448,530 26,554,058 42,603,229
Add: Change in accounting policies
Correction of errors in the early stage
Others
II. Balance at January 1, 2014 4,918,400 3,759,736 71,560 1,850,945 5,448,530 26,554,058 42,603,229
(VI) Others
IV. Balance at December 31, 2014 4,918,400 2,485,000 1,939,077 140,185 1,447,774 5,855,025 30,150,597 46,936,058
I Balance at December 31, 2013 4,918,400 3,759,736 67,598 2,739,038 4,938,351 23,733,069 40,156,192
Add: Change in accounting policies
Correction of errors in the early stage
Others
II. Balance at January 1, 2014 4,918,400 3,759,736 67,598 2,739,038 4,938,351 23,733,069 40,156,192
III. Changes for the year(The loss is listed beginning with -) 3,962 -888,093 510,179 2,820,989 2,447,037
(I) Total comprehensive income 3,962 5,101,792 5,105,754
(VI) Others
IV. Balance at December 31, 2014 4,918,400 3,759,736 71,560 1,850,945 5,448,530 26,554,058 42,603,229
I. GENERAL
Yanzhou Coal Mining Company Limited (the Company) is a stock company with limited liability established in
September 1997 by Yankuang Group Company Limited (the Yankuang Group) in accordance with the Tigaisheng
(1997) No. 154 document issued by National Economic System Reform Commission of Peoples Republic of China. The
registered address is Zoucheng, Shandong Province. The total share capital was RMB 1,670 million with par value of
RMB 1.00 per share upon establishment of the Company.
As approved by Zhengweifa (1997) No. 12 document issued by Securities Committee of State Council, the Company
issued H share with par value of RMB 820 million to Hong Kong and international investors in March 1998. The
American underwriters exercised the excessive issue option and the Company issued additional H Shares of RMB 30
million. The above shares were commenced trading on Stock Exchange of Hong Kong Limited on 1 April 1998, and the
American Depositary Shares was traded on the New York Stock Exchange on 31 March 1998. The total share capital has
changed to RMB 2,520 million after this issuance. The company issued 80 million new A shares in June 1998. The above
shares went public and were traded on Shanghai Stock Exchange on 1 July 1998. After multiple increased issuance and
bonus shares, the share capital of the Company had increased to RMB 4,918.40 million as at 31 December 2014.
The Company and its subsidiaries (hereinafter collectively referred to as the Group) are mainly engaged in the coal
mining and preparation, coal sales, cargo transportation by self-operated railways, road transportation, port operation,
comprehensive scientific and technical service for coal mines, methanol production and sales etc.
The scope of Groups consolidated financial statements covers 15 secondary subsidiaries including Yancoal Australia
Ltd., Yanmei Heze Chemical Energy Co., Ltd., Yanzhou Coal Erdos Chemical Energy Co., Ltd. and other companies; 22
sub-secondary subsidiaries including Austar Coal Mine Pty Ltd., Gloucester Coal Ltd. and other controlled subsidiaries.
Compared with 2013, the consolidation scope has been increased by 5 new companies including newly established
Shandong Zhongyin Logistics and Trade Co., Ltd., Zhongyin Financial Leasing Co., Ltd. and Ashton Coal Mine Ltd.
which was acquired in the year of 2014.
Please refer to Note VII. Scope changes of consolidated financial statements and Note VIII. Equity interests in other entities
for more details.
1. Basis of preparation
The Groups financial statements have been prepared on a going concern basis and based on actual transactions
and events, in accordance with Accounting Standards for Business Enterprises (referred to as ASBEs) and
other related regulations issued by the China Ministry of Finance and accounting policies and estimates stated in
Principle Accounting Policies, Accounting Estimates in the Note IV.
2. Going concern
With the recent history of generating profit from operation and the financial support, the Group has the capability
to operate for a period of 12 months commencing the closing date of this report; there is no significant matter
which has impact on going concern. Therefore the assumption of this financial statement prepared on going
concern is reasonable.
The financial statements of the Group have been prepared in accordance with the ASBEs and presented truly and
completely the Groups financial position, financial performance and cash flows and other related information.
2. Accounting period
3. Functional currency
The functional currency of the Company and domestic subsidiaries is Renminbi (RMB). The Company translates
foreign currencies into RMB upon preparation of financial statements when overseas subsidiaries use foreign
currency as functional currency (refer to Note IV. 8).
The Group, as the acquirer, recognises acquired assets and liabilities under common control at their carrying
amounts in consolidated financial statements of the ultimate shareholder on the acquisition date. The
difference between the carrying amount of the net assets obtained and the amount of consideration paid for the
combinations adjusted to capital reserves (capital premium). If the balance of capital reserves (capital premium) is
insufficient, any excess is adjusted against retained earnings.
4. Accounting treatment for business combinations under/not under common control (continued)
Identifiable assets, liabilities and contingencies acquired through business combination not under common
control are recognised at their fair values at the acquisition date. The cost of business combination is the sum
of cash paid, fair value of non-cash assets, liabilities incurred or assumed, equity securities issued on the date of
acquisition, and other direct expenses incurred in order to obtain the control over acquiree. Where the cost of
combination exceeds the acquirers interest in the fair value of the acquirees identifiable net assets, the difference
shall be recognised as goodwill. Where the cost of combination is less than the acquirers interest in the fair value
of the acquirees identifiable net assets after reassessment, the acquirer shall recognise the remaining difference as
non-operating income in the current profit or loss.
The Group takes all subsidiaries owning the actual controlling power into the scope of the consolidated financial
statements.
If any conflicts between accounting policies or accounting period introduced in the subsidiaries and those of
the Company, necessary adjustments shall be made to the financial statements of the subsidiaries according
to accounting policies or accounting period adopted by the Company when preparing consolidated financial
statements.
All the significant intra group transactions, balances and unrealized profits within the consolidation scope shall be
eliminated upon preparation of consolidated financial statements. The portion of owners equity of subsidiaries
not attributable to parent and minority interest in current period profit and loss, other comprehensive income and
total comprehensive income shall be presented in non-controlling interests, non-controlling profit and loss, other
comprehensive income attributable to non-controlling shareholders and total comprehensive income attributable
to non-controlling shareholders on the consolidated financial statements.
For subsidiaries acquired through business combination under common control, the operating results and cash
flows shall be included in the consolidated financial statements at the beginning of the current consolidation
period. Adjustments to related comparatives shall be made upon preparation of consolidated financial statements.
This is to consider the consolidated financial statement to be existed since commencement of ultimate control.
Equity of invested entity under common control, acquired by steps and a business combination finally occurred,
shall be adjusted upon preparation of consolidated financial statements in the condition that current situation is
deemed to exist from the beginning of control commenced. Comparatives reporting date shall not be earlier than
the beginning of ultimate control of the Group and acquiree takes effect. Accquirees assets and liabilities shall
be consolidated into comparatives. Increased net assets resulted from business combination shall be adjusted to
relevant items in shareholders equity of comparatives. To avoid repeated calculations on the value of net assets
of the acquiree, existing profit and loss, other comprehensive income and movement on other net assets of long-
term equity investment held by the Group before the combination shall be offset to opening balance of retained
earnings and current profit and loss, for the period commencing from, the date on the later of original acquisition
date on such long-term equity and the date of common control of the Group and the acquire takes effect, to the
date of business combination.
For subsidiaries acquired through business combination not under common control, the operating results and
cash flows shall be included in the consolidated financial statements at the date of the Groups acquiring of
controls. Adjustments shall be made to subsidiarys financial statements based on fair value of identifiable assets,
liabilities and contingencies on the date of combination, upon preparation of consolidated financial statements.
Equity of invested entity, held by the acquirer before acquisition date, not under common control acquired by
steps and a business combination finally occurred, shall be re-evaluated at the fair value on the acquisition date
and the difference between fair value and carrying amount shall be recognised as investment income in current
period; if the related acquirees equity held before the acquiring date contains other comprehensive income and
the other changes of owners equity except for net profits and losses, other comprehensive income and profit
distributions, it shall be transferred to investment gains or losses on the date of acquisition, excluding the other
comprehensive income derived from changes of net liabilities or net assets due to re-measurement on defined
benefit plan by the investee.
The difference between disposal consideration of long-term equity investment in subsidiaries partially disposed
by the Group without losing controls and the share of net assets calculated from the date of acquisition or
combination date shall be adjusted to capital premium or share premium. Adjustments shall be made to retained
earnings in the event that capital reserves are not sufficient.
When the Group loses the controls over the investee due to partially disposal of equity investment and other
reasons, the remaining equity shall be re-measured in accordance with the fair value on the date of losing control
upon preparation of the consolidated financial statements. The amount of the sum of the consideration obtained
from equity disposal and the fair value of remaining equity deducting the difference between shared net asset of
original subsidiaries that were started to be calculated on the acquisition date or merging date, shall be recorded
as investment gain or loss in the period of losing control, and a written down to goodwill shall be made at the
same time. Other comprehensive income related to former equity investment in subsidiaries shall be recognised as
current investment income upon losing of controls.
For the Groups disposal on the subsidiaries equity investment by steps until the loses of controls, if transactions
in disposal of subsidiaries equity investment until losing control are in a package deal, each transaction
shall be treated as one transaction of disposal on subsidiaries and loses of control; but the difference between
considerations from each disposal of investment and shared net asset of the subsidiary before losing controls
shall be recognized as other comprehensive income in the consolidated financial statements, and transferred to
investment income for the period of losing controls.
The joint arrangement of the Group includes common operations and joint ventures. For common operation
projects, as a joint operation party the Group recognises assets and liabilities solely held by the Group and assets
and liabilities held on proportion. Revenue and expenses solely or proportionally recognised in accordance with
relevant agreements. Transactions on asset purchase or sales with joint ventures, that do not form normal business
activity shall only recognise parts of profits and losses generated in above transactions belonging to other joint
operation parties.
Cash in cash flow shall be cash on hand and deposits available for payment at any time. Cash equivalents in cash
flow shall be investments which shall be short-term (normally become due within 3 months after purchasing date),
highly liquid, readily convertible to known amounts of cash, and subject to an insignificant risk of changes in
value.
8. Foreign currency and the translation of financial statements denominated in foreign currency
The Groups foreign currency transactions shall be converted to RMB at the spot exchange rate of the day
when the transaction occurs. At the balance sheet date, foreign currency monetary items shall be translated
to RMB using the spot exchange rate of the day. Exchange differences arising shall be recognized in profit
or loss for the current period, except for the exchange differences arising on the borrowing costs eligible for
acquisition, construction or production of assets which shall be qualified for capitalization.
The asset and liability items on the balance sheet of foreign currency shall be converted to RMB at the spot
exchange rate of the balance sheet date; other items shall be converted at the sport exchange rate of the day
when the transaction occurs, except retained earnings on shareholders equity. The revenue and expense
items on the income statement of overseas subsidiaries shall be converted to RMB at the approximate
rate (average rate of the year) of the spot exchange rate of the day when the transaction occurs. Exchange
differences arising from the above issues shall be presented separately under the shareholders equity items.
When overseas operating units shall be disposed, then the relevant exchange differences shall be transferred
from shareholders equity to current disposal income or expense.
Foreign exchange gain or loss from net foreign investments to overseas operating subsidiaries in foreign
currencies, presented in functional currency of the parent or subsidiary, shall be recognised as other
comprehensive income; foreign exchange gain or loss presented in currencies other than functional currency
of the parent or subsidiary shall be offset each other by parent and subsidiary, and remaining difference shall
be recognised as other comprehensive income.
The Group recognises a financial asset or liability when it enters a financial instrument contract.
According to investment objectives and economic essence, the Groups financial assets shall be
classified as financial assets at fair value through profit or loss (FVTPL), held-to-maturity investments,
receivables and available-for-sale (AFS) financial assets.
Financial assets at fair value through profit or loss include trading financial assets and the financial
assets designated as, when initially recognized, the financial assets measured at fair value and its
movement recorded through profit and loss. A financial asset is classified as held for trading if it is:
acquired or incurred principally for the purpose of selling or repurchasing it in the near term; part
of a portfolio of identified financial instruments that are managed together and for which there is
evidence of a recent actual pattern of short-term profit-taking; or a derivative except for a derivative
that is a designated and effective hedging instrument, a financial guarantee contract, a derivative
settled by giving out the equity instrument and pegged with the equity investment that is not quoted
in an active market and whose fair value cannot be reliably measure. Financial assets are designated
at fair value through profit or loss upon initial recognition when: the designation eliminates or
significantly reduces an accounting mismatch in the gain and loss recognition arising from the
difference in measurement basis of the financial assets or financial liabilities; risk management of the
Group and formal written documents regarding the investment strategy indicate that the financial
assets are managed, evaluated and reported internally on a fair value basis; or if a contract contains
one or more embedded derivatives, an entity may designate the entire hybrid (combined) contract
as a financial asset or financial liability at fair value through profit or loss unless: the embedded
derivative(s) does not significantly modify the cash flows that otherwise would be required by the
contract; or it is clear with little or no analysis when a similar hybrid (combined) instrument is first
considered that separation of the embedded derivative(s) is prohibited. Fair value is adopted as the
method for subsequent measurement on these financial assets. Movement of fair value is accounted for
profit or loss from change in fair value. Interest or cash dividends earned with the holding period are
recognized as investment income or loss with adjustment on profit or loss from change in fair value.
Held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or
determinable payments for which management has both positive intention and ability to hold to
maturity. Held to maturity investment is subsequently measured under amortized costs on actual
interest rate. Its amortization, impairment, and gain or loss from de-recognition is recognised as profit
or loss of the current year.
Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Receivables are subsequently measured under amortized costs on actual
interest rate. Its amortization, impairment, and gain or loss from de-recognition is recognised as profit
or loss of the current year.
Available-for-sale financial assets are non-derivative financial assets that are either designated in
this category or not classified as financial assets of any other class at initial recognition. For equity
instruments which do not have quotations in active market and the fair values of which cannot
be reliably measured and linked to that equity instrument, and derivatives linked to such equity
instrument and settled through delivery of such equity instrument, will be measured at cost. Other
equity instrument which do not have quotations in active market but the fair values of which can
be reliably measured is measured by fair value of which the change will be recognized as other
comprehensive income. Except for exchange of impairment loss and exchange gain or loss arising
from foreign currency monetary financial assets, changes in fair value of available-for-sale financial
assets are directly recorded in shareholders equity. Until such financial assets are derecognized, the
accumulated change in the amount of fair value previous recorded in equity is transferred to the profit
and loss account for the period. Interests for the period in which the assets are held are calculated
using the effective interest method is charged to profit or loss for the period as Investment income.
Cash dividends declared by the investee company relating to available-for-sale equity instruments are
charged to profit or loss for the period as Investment income. Instruments that do not have quotation
in an active market and fair values cannot be reliably measured shall be measured at cost.
A financial asset is derecognised when any one of the following conditions is satisfied: i) the rights
to receive cash flows from the asset expire, ii) the financial asset has been transferred and the Group
transfers substantially all risks and rewards relating to the financial assets to the transferee, iii) the
financial asset has been transferred to the transferee, the Group has given up its control of the financial
asset although the Group neither transfers nor retains all risks and rewards of the financial asset.
Where an entity neither transfers nor retains substantially all risks and rewards of financial asset and
does not give up the control over such financial asset, then the entity recognises such financial asset to
the extent of its continuous involvement and recognises the corresponding liabilities.
In the case where the financial asset as a whole qualifies for the de-recognition conditions, the
difference between the carrying value of transferred financial asset and the sum of the amount received
for transfer and the accumulated amount of changes in fair value that was previously recorded under
other comprehensive income is charged into profit or loss for the period.
In the case where only part of the financial asset meets the criteria for de-recognition, the carrying
amount of financial asset being transferred is allocated between the portions that to be derecognised
and the portion that continued to be recognised according to their relative fair value. The amount of
consideration received for the transfer and the accumulated amount of changes in fair value that was
previously recorded in other comprehensive income of the part qualifies for de-recognition and the
above-mentioned allocated carrying amount is charged to profit or loss for the period.
The Group assesses the carrying amount of financial assets, other than those at fair value through
profit and loss, at the balance sheet date. Impairment of financial assets is accrued when there is
objective evidence that a financial asset is impaired. If there is objective evidence indicating that the
value of the financial asset is recovered and recovery is related objectively to events occurring after the
impairment was recognised, the previously recognised impairment loss is reversed and the amount of
reversal is recognised in profit and loss for the period.
When there is a significant or prolonged decline in the fair value of available-for-sale financial assets,
the accumulated losses in fair value that was previously directly recorded in shareholders equity are
transferred out and recognised as impairment losses. For the available-for-sale investment on debt
instruments which impairment losses have been recognised, if in subsequent period, its fair value
increases and the increase is objectively related to an event occurring after the impairment loss was
recognised in profit or loss, the previous recognised impairment loss is reversed into profit or loss for
the period. For an investment in an equity instrument classified as available-for-sale equity on which
impairment loss has been recognised, the increase in its fair value in a subsequent period is directly
charged into shareholders equity.
Upon initial recognition, financial liabilities shall be classified as either financial liabilities at fair value
through profit or loss (FVTPL) or other financial liabilities.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
those designated as fair value through profit or loss on initial recognition. They are subsequently
measured at fair value. The net gain or loss arising from changes in fair value, dividends and interest
paid related to such financial liabilities are recorded in profit or loss for the period in which they are
incurred.
Other liabilities are subsequently measured at residual cost using the effective interest rate method
A financial liability is derecognised when the underlying present obligations (or part of those
obligations) are discharged. Existing financial liability is derecognised and new financial liability
is recognised when the Company enters an agreement with its debtor to replace existing liability
with a new financial liability and the contractual terms on new financial liability are different with
the existing one. An existing financial liability is fully or partially de-recognised and a new financial
liability is recognised when the Company significantly amends all or part of contractual terms on
existing financial liability. The difference between consideration paid and the carrying amount of de-
recognised financial liability is recorded as current profit or loss.
(3) Method of fair values recognition of financial assets and financial liabilities
Fair values on financial assets and liabilities are determined by prices existed in major markets. Where there
is no major market the most beneficial market prices together with then available and sufficient data and
other evaluation technology supporting information are used to determine fair values of financial assets and
liabilities. Input data for determining fair values has three layers, the first layer is the available unadjusted
price for a same asset or liability on the date of evaluation in an active market; the second layer is the direct
or indirect visible input data related to the same asset or liability apart from data in the first layer; the third
layer is the invisible input data related to the same asset or liability.
The fair value of forward foreign exchange contracts of the Company and its overseas subsidiary Yancoal
Australia Limited and its subsidiaries (the Australian subsidiaries) shall be subject to the discounted cash
flow between the contracted exchange rate and present value of forward exchange rate. Fair values of interest
swap contracts shall be subject to the discounted cash flow between the floating interest rate and the fixed
interest rate.
The Group recognises bad debts when the following conditions are met: the debtors are dissolved, bankrupt,
insolvent, in significant difficulty in cash flows or suspended its business due to natural disaster and unable to
settle the debts in the foreseeable period; or debtors are defaulted for repayment more than three years; or there
are conclusive evidences indicating the debts are not recovered or not likely to be recoverable.
Provision for bad debts is made using allowance account method. At the balance sheet date, receivables are
assessed for impairment on individual or portfolio basis. Provision for bad debts is recognised in the profit or loss
for the period. When there are objective evidences indicating the receivable are considered not recoverable, it is
written off against the allowance account in accordance with the approval procedures of the Group.
(1) Accounts receivable that are individually significant and individually provided for bad debts
The basis or standard for determining the Consider individual receivables above RMB 20 million as
significant level of individual receivable significant amount
Provision-making Method on individual The provision of bad debts is made according to the
receivables above significant level difference between the present value of future cash flows
and the carrying amount of receivables.
(2) Receivables that are provided for bad debts on portfolio basis of risks
Risk-free group Use the amount characteristics of the receivables, the relation
with transaction party and its credit as characteristics to
classify the portfolio
(2) Receivables that are provided for bad debts on portfolio basis of risks(continued)
Accrual Accrual
percentage percentage
of the of other
Aging receivables receivables
within 1 year 4% 4%
1-2 years 30% 30%
2-3 years 50% 50%
over 3 years 100% 100%
(3) Accounts receivable that are individually insignificant but are provided for bad debts on individual basis
Reason for making provision of bad debts Individual receivables below significant level whereby the
individually combined method does not reflect its risk characteristics
Method for provision of bad debts Provision for bad debts is made using the difference between
the present value of future cash flows and the book value
of receivables
11. Inventories
The Groups inventory includes raw materials, coal stock, methanol, real estate, real estate development cost and
low value consumables etc.
The Group maintains a perpetual inventory system. Inventories are recorded at actual cost of purchase. Cost is
calculated using weighted average method when the inventories are issued or consumed. Real estate development
cost is measured at the actual cost of land, building, facilities, out sourced construction and public facilities. Actual
cost on developing real estate projects is recognized as real estate upon completion.
Closing balance on inventories is measured at the lower of cost and net realizable value. If the inventories are
damaged, become partially or completely obsolete or sold at price lower than the cost, unrecoverable cost shall
be estimated and recognized as a provision for decline in value. The excess of cost over the net realizable value is
generally recognized as provision for impairment of inventories on a separate inventory item.
Net realizable value of inventories directly for sale, such as coal, methanol, real estate, and materials for sale, is the
estimated selling price less the estimated costs necessary to make the sale and other related taxes; Net realisable
value of material stocks for product is the estimated selling price less the estimated costs, the estimated marketing
cost and other related taxes of the finished production occurred.
Long-term equity investments mainly include investment to subsidiaries, joint ventures and associates.
The Group judges a joint control exists when all parties or groups of parties control that arrangement unilaterally
and decisions relating to the basis operating activity of the entity require the unanimous consent of the parties
sharing the control.
The Group holds, directly or through subsidiaries, more than 20 per cent but less than 50% of the voting power of
the investee, it is presumed that the Group has significant influence. When the Group holds less than 20% of the
voting power of the investee, significant influence shall be considered under actual fact and circumstances such
as there is a delegate of the investor in the investees the Board of Directors and other similar power bodies, the
investor gets involved in investees financial and operating policies decision-making process, there are significant
transactions occurred between the investor and the investee, the investor assigns management personnel in the
investee and the investor provides key technical support to the investee.
When control exists the investee becomes a subsidiary of the Group. The investment cost for long-term equity
investment acquired through business combination under common control is the carrying value of the share
of equity at the combination date in the acquired company. The investment cost is recorded as zero when the
carrying amount of the share of equity at the combination date in the acquired company is in deficit.
For the Groups disposal on the subsidiaries equity investment under common control by steps until the loses of
controls, if transactions in disposal of subsidiaries equity investment until losing control are in a package deal,
each transaction shall be treated as one transaction for obtaining control; if its not a package deal, on the date of
combination, the initial cost of long-term equity investment shall be recognised at the share of carry amount of
net assets for the acquiree in the consolidated financial statements of the ultimate controller after combination.
The difference between initial cost and sum of carry amount of long-term equity investment before combination
and consideration paid for obtaining new shares upon combination shall be adjusted to capital reserve; in case that
capital reserve is insufficient, it shall be offset to retained earnings.
The investment cost for long-term equity investment acquired through business combination not under common
control is the cost of business combination.
For the Groups disposal on the subsidiaries equity investment under common control by steps until the loses of
controls, if transactions in disposal of subsidiaries equity investment until losing control are in a package deal,
each transaction shall be treated as one transaction for obtaining control; if its not a package deal, on the date of
combination, the initial cost of long-term equity investment shall be recognised at the sum of carrying amount
of existing investment and additional cost of investment. Equity acquired before the date of combination shall
be accounted on equity method; no adjustment shall be made to other comprehensive income related to existing
items accounted on equity method. The same accounting treatment shall be applied upon disposal of such
investment, where the investee disposes related assets or liabilities. Equity held before business combination shall
be treated as available for sale financial assets and measured at fair value; accumulated movement on fair value
previously recorded as other comprehensive income shall be transferred to current investment income on the date
of combination.
Apart from the long-term equity investments acquired through business combination mentioned above, the
cost of investment for the long-term equity investments acquired by cash payment is the amount of cash paid.
For long-term equity investment acquired by issuing equity instruments, the cost of investment is the fair value
of the equity instrument issued. For long-term equity investment injected to the Group by the investor, the
investment cost is the consideration as specified in the relevant contract or agreement; initial cost of long-term
equity investment acquired through exchange of non-monetary items and debt restructuring shall be recognised
according to relevant accounting policies.
Investments in subsidiaries are accounted for by the Group using cost method and equity method is used for
investment in joint ventures and associates.
Additional investments to long-term equity investments subsequently accounted on the cost method are measured
to increase its carrying amount on the fair value of the additional cost and other transaction related expenses
occurred. Dividends declared or profit distributed by the investee shall be recognised as investment income in the
current period.
The carrying amount of long-term investment subsequently accounted on the equity method shall be adjusted to
increase or decrease according to the movement of owners equity of the investee. In determining the share of net
profit from the investee, according to the Groups accounting policies and accounting period, adjustments shall be
made towards the net profit based on fair values of all identifiable assets at the time of acquisition after eliminating
proportioned profit or loss attributable to the investor resulted from intragroup transactions between joint venture
and associates, before recognising net profit from the investee.
If the common control or significant influence on the investee lost due to disposal of partial equity investment,
the remaining equity after disposal shall be accounted as available for sale financial assets; the difference between
fair value and carry amount of the remaining equity shall be recognised as the current profits and losses at the date
when the common control or significant influence lost. The same accounting treatment shall be applied to other
comprehensive income recognised due to original equity investment accounted on equity method when equity
method is terminated, where investee disposes related assets or liabilities.
If the common control on the invested entity lost due to disposal of partial long-term equity investment, and
the remaining equity after disposal has common control or significant influence on the investee, the equity
method shall be applied alternatively. The difference between the carrying amount of the disposed equity and
consideration shall be recognised as the investment income, and the remaining equity shall be adjusted by
equity method since initial acquisition. if the remaining equity after disposal does not have common control
or significant influence on the investee, it shall be treated with related accounting policies as available for sale
financial assets. The difference between the carry amount of disposed equity and consideration shall be recognised
as investment income, and the difference between the fair value and carrying amount of the remaining equity shall
be recognized as the current profits and losses at the date when the common control or significant influence is lost.
The Groups disposal of equity by steps until loss of control that are not in a package deals shall be treated
individually. Disposal transactions that are in one package deal shall be treated as one transaction. But the
difference between consideration for each disposal transaction and the carrying amount of long-term equity
investment that has disposal before the loss of controls shall be recognised as other comprehensive income; it shall
be transferred to profit and loss in the period when loss of control occurs.
The Groups fixed assets are tangible assets that are held for production or operation, and have a service life more
than one accounting year.
Fixed asset is recognised when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. The Groups fixed assets consist of buildings, mine
buildings, ground buildings, harbour works and craft, plant, machinery and equipment, transportation equipment,
and land etc.
Apart from those fixed assets that are fully depreciated but still in use, as well as land separately recognised,
the Group depreciates all fixed assets on a straight-line basis, except mining structures are depreciated on the
estimated production capacity method. Useful life, estimated residual value, depreciation rate of fixed assets are as
the following:
Estimated Annual
residual depreciation
No. Category Useful life value rate rate
(years) (%) (%)
The vessels of Shandong Yancoal Shipping Co., Ltd. are depreciated over 18 years. All the other transportation
equipments are depreciated over 6 to 9 years.
Land category refers to that of overseas subsidiaries and no depreciation is provided for as the subsidiaries enjoy
the permanent ownership.
Leased assets are depreciated during shorter of estimated useful life and lease period.
The Group shall review useful lives and estimated net residual value of fixed asset and the depreciation method at
least once a year. A change in the useful life or estimated net residual value of a fixed asset or depreciation method
shall be treated as a change in an accounting estimate.
Regarding to the financial leased fixed assets, the value lower between the fair value of the rental assets and the
current value of the minimum rental payment shall be recognized as the entry value of the rental assets. The
difference between the entry value of the rental assets and the minimum rental payment shall be recognized as the
financing costs.
The depreciation policy applied for financial leased fixed assets is the consistent with the depreciation policy for
self-owned fixed assets. If it can be confirmed reasonably that the ownership of the rental assets can be obtained
when the rental term expires, the depreciation of the rental fixed assets shall be implemented within service life;
otherwise, the depreciation shall be implemented in the shorter period between the leasing term of the rental fixed
assets and the estimated service life of the rental fixed assets.
The construction in progress shall be transferred to the fixed assets from the date of starting its estimated usable
condition based on their construction budget, construction pricing or project actual cost and so on, and its
depreciation will begin from the next month. The difference of the fixed assets original values shall be adjusted
upon the resolution procedures of the project completion.
Assets eligible for capitalization represent the fixed assets, investment properties, inventories, etc., which shall take
a long time (generally over one year) for acquisition, construction or production to be ready for the specific use or
sale. If an asset eligible for capitalization is interrupted abnormally and continuously more than 3 months during
the purchase, construction or production, capitalization of borrowing costs shall be suspended until the above
interrupted activities restart.
The amount of interest of specific borrowings occurred for the period shall be capitalized after deducting bank
interest earned from depositing the unused borrowings or any investment income on the temporary investment.
The capitalized amount of general borrowings shall to be determined at the basis that the weighted average (of the
excess amounts of cumulative assets expenditures above the specific borrowings) times capitalization rate (of used
general borrowings). The capitalization rate shall be determined according to the weighted average interest rates of
general borrowings.
The intangible assets of the Group include mining rights, unproved mining interests, the land use rights, patents
and exclusively used technologies etc. For purchased intangible assets, actual paid cost and other relevant expenses
are used as the actual cost. For intangible assets invested by investors, the actual cost is determined according
to the values specified in the investment contract or agreement, while for the unfair agreed value in contract or
agreement, the actual cost is determined at the fair value. Intangible assets acquired in a business combination out
of the common control, which are owned by the acquirer but not recognized in the financial statements, shall be
recognized as the intangible assets at their fair value when the acquirees assets are initially recognized.
Cost of mining rights is amortized over the life of the mine on a unit of production basis of the estimated total
proven and probable reserves. Productivity method is used based on the Australia Joint Ore Reserves Committee
(JORC) reserves for subsidiaries in Australia.
Unproved mining interests represent the fair value of economically recoverable reserves (excluding the portion
of total proven and probable reserves of coal mines of a mining right i.e. does not include the above coal reserves)
of coal mines of a mining right (Details are set out in the accounting policy of exploration and evaluation
expenditure).
The land use rights are evenly amortized over the transferred term since the rights are obtained.
The patented technologies, non-patented technologies and other intangible assets with limited life shall be
amortized under the shortest among expected useful life, beneficial life agreed by contracts, and legally required
useful life in composite life method. The patented technologies, non-patented technologies and other intangible
assets with unsure life shall not be amortized and are tested for impairment at the end of each period.
The useful life and the amortization method of intangible asset with a finite useful life shall be reviewed at the
end of each financial year. A change in the useful life or amortization method shall be treated as a change in an
accounting estimate. The useful life of an intangible asset with indefinite useful life shall be re-assessed in each
accounting period. If there is evidence indicating that the useful life of that intangible asset is finite, the useful life
of that asset shall be estimated and applies to accounting requirements of the Standard accordingly.
Exploration and evaluation expenditure incurred is accumulated in respect of each separately identifiable area
of interest which is at individual mine level. These costs are only capitalized or temporarily capitalized where the
mining rights 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.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing of
capitalization forward costs in relation to that area of interest. Accumulated expenditure in relation to an
abandoned area are written-off in full in the period in which the decision to abandon the area is made. The
carrying amount of exploration and evaluation assets is assessed for impairment when facts or circumstances
indicate the carrying amount of the asset may exceed recoverable amount.
When production commences, accumulated costs for the relevant area of interest are amortized over the life of the
area according to the rate of depletion of the economically recoverable reserves.
Exploration and evaluation expenditure acquired in a business combination are recognised at fair value on the
date of acquisition, which is the fair value of potential economically recoverable reserves at the acquisition date,
and shown as unproved mineral interests.
Exploration and evaluation expenditure shall be recognised as fixed assets (refer to Note IV. 13), construction in
progress (refer to Note IV. 14) or intangible assets (refer to Note IV. 16) based on its assets character.
The Group assesses at each balance sheet date whether there is any indication that the long-term equity
investments, investment property, fixed assets, construction in progress and intangible assets with definite useful
life may be impaired. When there are signs of impairment, the asset will be tested for impairment. Goodwill
arising in a business combination and intangible asset with infinite useful life are tested for impairment annually
no matter there is any indication of impairment or not. If it is not possible to estimate the recoverable amount
of an individual asset, the recoverable amount is determined on the basis of the asset groups or asset portfolio to
which the asset belongs.
(1) The market price of an asset declines substantially during the period. The decline is explicitly more than that
as expected caused by passage of time or normal application;
(2) There are significant changes in the economic, technical or legal environment in which the enterprise is
operating and in the market of an asset in the current period or in the near future causing an adverse impact
on the enterprise;
(3) The market interest rate or rate of return of other investments was increased in the current period that
affects the discount rate used by enterprise to calculate the present value of estimated cash flow resulting in a
substantial decline in the recoverable amount of the assets;
(4) There is evidence to demonstrate that the asset has gone obsolete or damaged;
(5) The asset has already been or will be left idle, retired or disposed before it was planned;
(6) There is evidence from the entitys internal reports that economic returns of the asset, such as generation of
net cash flows or realisation operating profit (loss), was lower or will be lower than expectation;
(7) Other signs indicating the assets have been impaired.
19. Goodwill
Goodwill is the excess of equity investment cost or business combination cost not under common control over fair
value of the identifiable net asset of acquiree shared or acquired through business combination on the acquisition
date or combination date.
Goodwill related to subsidiaries shall be disclosed separately on the consolidated financial statements; goodwill
related to joint operation and joint ventures shall be included as long-term equity investment.
The Group's long-term deferred expenses means mining rights compensations, but which should be undertaken
in more than 1 year of amortization period (not including 1 year) of the current and future periods, the expenses
shall be amortized averagely in the benefit period. If the project of long-term deferred expenses cannot make
benefit in the future accounting periods, the unamortized value of the project will be transferred to the profits or
losses for the period.
Employees benefits include short-term remuneration, post-employment benefits, layoff benefits and other long-
term benefits.
The short-term compensation includes wages and salary, paid short-term absence. In the accounting period in
which an employee has rendered service to the Company, the Company shall recognize the employee benefits
payable for that service as a liability, and recorded into related assets or current profit or loss in accordance with
the objects that benefited from the service rendered by employees.
Welfare after departure mainly includes the basic endowment insurance, enterprise annuity payment, etc., In
accordance with the risks and obligations undertaken by the Company, the welfare after departure is classified as
defined contribution plans and defined benefit pension plans. For the defined contribution plans, the Company
shall recognize the sinking fund paid to individual entity as a liability in exchange of services from the employee in
accounting period, and recorded into related assets costs or current profits or losses in accordance with the benefit
objects.
The termination benefits are raised from the compensations due to the termination of employment relationship.
The employee compensation liabilities raised from termination benefits shall be confirmed on the date of balance
sheet, and recognized as the current profits and losses.
Other long-term benefits are employment benefits other than short-term benefits, post-employment benefits and
termination benefits.
The Group recognizes it as a provision when an obligation related to an contingency such as reclamation, disposal
and environment restoring caused by mining, external guarantee, pending litigation or arbitration, product
quality warranty, downsizing scheme, loss contract, restructuring obligation and so on satisfy all of the following
conditions: The obligation is a present obligation of the Company; It is probable that an outflow of economic
benefits from the Company will be required to settle the obligation; The amount of the obligation can be
measured reliably.
The estimated liability is primarily measured according to the estimated optimal value paid to implement
the relevant present obligations considering the factors such as the risks, uncertainties and currency time
values related to the contingencies. If the currency time value has major effects, the estimated optimal value is
determined after the discounting of the relevant future cash flow. If any change happens to the estimated optimal
value during reviewing the carrying amount of the estimated liabilities on the balance sheet date, the adjustment
will be made to the carrying amount to reflect the current estimated optimal value.
Overburden in advance of open cut coalmine comprises the accumulation of expenditures incurred to enable
access to the coal seams, and includes direct removal costs and machinery and plant running costs. The
overburden in advance that can improve future mining capacity and meet special standards will be recognized as
current assets (striping assets). The rest of overburden in advance will be accounted to the current operating cost
and be transferred to inventory.
The overburden in advance which can improve future mining capacity and be recognized as current assets must
meet all the following conditions: Associated economic benefits are likely to flow into the enterprise; Enterprise
can identify ore body constituent parts of which future mining capacity have been improved; Overburden in
advance for the constituent part of ore body can be reliably measured.
Striping assets should be recognized as the part of its related mineral assets.
Striping assets are classified into tangible assets and intangible assets based on the nature present assets comprised
by the related stripping assets. If striping assets and inventory cannot be independently identified, overburden in
advance should be distributed in striping assets and inventory according to corresponding production standards.
Striping assets will be depreciated in the remained service life of related identified ore body parts.
The mining activities of the Group and the domestic subsidiaries may cause land subsidence of the underground
mining sites. Usually, the Group may relocate inhabitants from the land above the underground mining sites prior
to mining those sites and compensate the inhabitants for losses or damages from land subsidence. Depending on
the experience, the management estimate and accrue an amount of payments for restoration, rehabilitation and
environmental protection of the land, which may arise in the future after the underground sites have been mined.
In consideration of the time difference between the payments of the fees for relocation, restoration, rehabilitation
and environmental protection of the land and the mining of underground mines, the Group charges the
prepayment of such fees regarding to future mining as a current asset. Caused by the paid amount less than the
accrued amount, the fees regarding to future payment for relocation, restoration, rehabilitation and environmental
protection of the land are accounted for as a current liability.
Pursuant to the rules and regulations jointly issued by Ministry of Finance, State Administration of Coal
Mine Safety and related government authorities in the PRC, the Company has to accrue production
maintenance expenses (Maintenance fee) for maintaining production and technical improvement of coal
mines. Accrual standard for various companies is as the following:
The Company and its subsidiaries in Shandong and Shanxi RMB 6/Ton
Subsidiaries of the Company in Inner Mongolia RMB 6.5/Ton
In accordance with the regulations of the Ministry of Finance, the State Administration of Work Safety, the
State Administration of Coal Mine Safety and local government departments, the Company also accrues
for production safety expensed and for purchase of coal production equipment and safety expense of coal
mining structure. Accrual standard for various companies is as the following:
Note: Accrual standard of production safety for subsidiaries of the Company in Shanxi was RMB50/Ton before 1
October 2013 and RMB30/Ton after 1 October 2013.
The above accrued amounts, which have been charged in cost and unused, shall be presented separately
in special reserves of shareholders equity. Production safety expenses, which belong to cost of expenses,
directly offset the special reserves. The accrued production safety expenses, which is used by enterprises
and formed into fixed assets, shall be charged in construction in progress, and recognised as fixed asset
when safety project is completed and reaches the expected operation condition; meanwhile, offset the special
reserves according to the cost forming into fixed asset, and recognise the same amount of accumulated
depreciation. This fixed asset shall no longer accrue depreciation in the following period.
Pursuant to Shanxi Coal Mine Switching to Other Business Development Fund Provision and Use
Management Methods (Pilot) (Jinzhengfa [2007] No.40), since May 1, 2008, the subsidiary Shanxi
Heshun Tianchi Energy Co., Ltd. accrues RMB5 per ton ROM for Coal Mine Switching to Other Business
Development Fund.
According to Notice on the issuance of the province to further promote the development of coal economy
sustainable growth measures (Jinzhengfa [2013] 26), from August 1 2013 to December 31 2013, Coal Mine
Switching to Other Business Development Fund was suspended.
Pursuant to Notice of Provision and Use Management Method of Shanxi Coal Mine Environment
Rehabilitation Management Guarantee Deposit (Pilot) (Jinzhengfa [2007] No.41) issued by Shanxi
Provincial Peoples Government, the subsidiary Shanxi Heshun Tianchi Energy Co., Ltd. Accrues RMB10
per ton ROM for the Environment Rehabilitation Management Guarantee Deposit since May 1, 2008. The
provision and use of the deposit will abide by the following principals of owned enterprises, used only for
special purpose, saved in special account and supervised by government.
According to the Printing Notice of Leading to Further Promotion of the Development of the Province's
Coal Economy to Achieve Sustainable Growth Mode Measures (Jinzhengfa [2013] No.26), the environment
rehabilitation management guarantee deposit was suspended.
The preferred shares, perpetual bond classified as debt instruments shall be measured initially according to its fair
value amount after the deduction of the transaction costs, and its subsequent measurement shall be implemented
using the effective interest method according to the amortised costs. Its interest or dividend distribution is
processed as the borrowing costs for processing, and its profits and losses rose from repurchasing or redemption
shall be recognized as the profit or loss.
The preferred shares, perpetual bond classified as debt instruments increases the owner's equity after deduction
of the transaction costs from the consideration received on date of issuance. Its interest or dividend distribution is
processed as the profit distribution, and its repurchasing or write-off shall be processed as the equity changes.
(1) Principles: The business revenues are generated mainly from sales of goods, rendering of services and
alienating the right to use assets. The principles of revenue recognition are as follows:
Revenue is recognized when the Company has transferred to the buyer the main risks and rewards of
ownership of the goods, neither retains continuing management usually associated with ownership
nor effectively controls over the goods sold, and the amount of revenue can reliably measured, the
associated economic benefits are likely to flow into the enterprise, and the related to costs incurred can
be reliably measured.
(1) (continued)
When the provision of services is started and completed within the same accounting year, revenue
is recognized at the time of completion of the services. When the provision of services is started and
completed in different accounting years and the outcome of a transaction involving the rendering
of services can be estimated reliably, revenue is recognized at the balance sheet date by the use of the
percentage of completion method.
The revenue is recognized when the Company has received the economic benefits associated with the
transaction, and can reliably measure the relevant amount of revenue.
(2) Policies
1) The Company has transferred to the buyer the main risks and rewards of ownership of the coal,
methanol, heat, auxiliary materials and other sales revenue. The Company neither retains continuing
management usually associated with ownership, nor effectively controls over the goods sold.
2) Electricity sales revenue is recognized when transmitting power to power companies. The revenue
is measured by the amount of power and the appropriate electricity price settled by related power
companies.
3) The Group recognizes revenue from the sales of products in development when: 1. Development is
completed and qualified for acceptance; 2. Legal force is binded by sales contract signed; primary risk
on ownership and compensation of the product are transferred to buyers; 3. The Group maintains no
management or control on the products that are already sold.
4) Revenue of railway and air transportation and other services are recognized when the services are
completed.
5) Interest revenue is measured by the period of cash borrowings and the actual interest rates.
Government grants are recognized when there is reasonable assurance that the grants will be received and the
Group is able to comply with the conditions attaching to them. Government grants in the form of monetary assets
are recorded based on as the amount received, whereas quota subsidies are measured as the amount receivable.
Government grants in the form of non-monetary assets are measured at fair value or nominal amount (RMB1) if
the fair value cannot be reliably obtained.
Government grants received in relation to assets are recorded as deferred income, and allocated in the income
statement over the assets useful lives. Government grants received in relation to revenue are recorded as deferred
income, and recognised as income in future periods as compensation when the associated future expenses or
losses arise; or directly recognised as income in the current period as compensation for past expenses or losses.
The deferred income tax assets and liabilities are recognized based on the differences arising from the difference
between the carrying amount of an asset or liability and its tax base (temporary differences). For any deductible
loss or tax deduction that can be deducted the amount of the taxable income the next year according to the
taxation regulations, the corresponding deferred income tax asset shall be determined considering the temporary
difference. For the temporary difference formed by the initial recognition of the assets or liabilities generated
from non business combination transactions, which does not affect accounting profit or taxable income amount
(or the deductible loss), the corresponding deferred income tax assets and deferred income tax liabilities shall
not be recognized. On the balance sheet date, the deferred income assets and deferred income tax liabilities shall
be measured at the tax rate applicable to the period during which the assets are expected to be recovered or the
liabilities are expected to be settled.
The Group recognized the deferred income tax assets with the limitation of the future taxable income amounts,
which is likely to be obtained sufficiently to deduct the deductible the temporary difference, deductible losses and
tax deduction.
30. Leases
The Group classifies the leases into financing lease and operating lease on the lease beginning date.
Financing lease is a lease that substantially transfers all the risks and rewards incident to ownership of an assets.
On the lease beginning date, as the leaseholder, the Company recognizes the lower of fair value of lease assets
and the present value of minimum lease payment as financial leased fixed assets; recognizes the minimum lease
payment as long-term payable, and recognizes the difference between the above two as unverified financing costs.
As the leaseholder, the Company records lease payments into the related assets cost or the profit or loss for the
period on a straight-line basis over the lease term and; records lease income into revenue in the income statement
on a straight-line basis over the lease term.
The accounting for income tax adopts the balance sheet liabilities approach. The income taxes include the current
and deferred income tax. The current income tax and deferred income tax expenses and earnings are recorded
into the current profit and loss, except those related to the transactions and events are recorded directly into the
shareholders equity and the deferred income tax is adjusted into the carrying amount of goodwill arising from the
business combination.
The current income tax expense is the income tax payable, that is, the amount of the current transactions and
events calculated according to the taxation regulations paid to the taxation authorities by the enterprises. The
deferred income tax is the difference between the due amounts of the deferred income tax assets and liabilities to
be recognized according to the balance sheet liabilities approach in the period end and the amount recognized
originally.
The Group determines the operating segments on the basis of internal structure, management requirements and
internal reporting system and adopts these operating segments as the basis for reporting segments for disclosure
purposes. An operating segment is a component of the Group that satisfies all of the following conditions:
1) it is able to earn revenue and incur expenses from ordinary business activities;
2) its operating results are regularly reviewed by the Groups management for making decision about resources
to be allocated to the segment and to assess its performance; and
3) for which the financial information on the financial position, operating results and cash flow of these
components is available to the Group.
The Group uses derivative financial instruments such as forward foreign exchange contracts and interest rate
swaps contracts to hedge cash flow for foreign exchange risks and fluctuation in interest rate.
The relationship between hedging instrument and hedged item is recorded by the Group on hedging transaction
date, including the target of risk management and various hedging transaction strategies. The Group will regularly
assess whether the derivatives can continuously and effectively hedge cash flows of the hedged item during the
period of hedging transactions. The Group uses the comparative method of the principle terms of the contract
for prospective evaluations on the effectiveness of hedging, and uses ratio analysis method to do the retrospective
evaluation on the effectiveness of hedging at the end of the reporting period.
Net amounts receivable or payable of hedging transactions is recorded into the balance sheet as assets or liabilities
from hedging transaction date. The unrealized gain or loss shall be recorded into hedging reserve under equity.
The change of fair values of forward foreign currency contract or interest swap contract shall be recognized
through hedging reserve until the expected transactions occur. Accumulated balance in equity shall be included
in the income statement or be recognized as part of the cost in relation of its assets once the expected transactions
occur.
When a hedging instrument expires or is sold, terminated or exercised, or the hedge no longer meets the
criteria for hedge accounting, the hedge accounting shall not be applicable. Accumulated gain or loss of hedging
instruments is recorded in the equity and recognized when transaction occurs. In the event that expected
transactions will not occur, then, accumulated gain or loss in shareholders equity will be transferred to the current
profit and loss.
When use the above mentioned accounting policies and accounting estimate, because of the uncertainty of
operation, the Group needs to apply the judgments, estimates and assumptions to book value of inaccurate
measured items, which was made on the basis of experiences of the management and consideration of other
related factors. However, the actual conditions are possibly different from the estimates.
The Group makes regulatory check on above mentioned judgments, estimates and assumptions. The Company
confirms the influences of the accounting modifications in the current and future of the modification time,
dependently.
On balance sheet date, the key assumptions and the uncertainties leading to the possible major adjustments for the
carrying amounts of the assets, liabilities in the future are as follows:
Fixed assets and intangible assets are depreciated and amortized on the straight-line or production basis
over their useful lives. The Group shall regularly review the useful lives and economically recoverable coal
reserves to determine the total amount of depreciation and amortization which will be included in each
period. Useful lives are calculated on the basis of the experience from similar assets and expected change
of technology. Economically recoverable coal reserves are calculated by the economically recoverable coal
resources based on actual measurement. If the past estimates change significantly, the depreciation and
amortization shall be adjusted during future periods.
Estimates of coal reserves are involved in subjective judgment, because the estimating technology is
inaccurate, so the coal reserves are only approximate value. The recent production and technology
documents shall be considered for the estimates of economically recoverable coal reserves which will be
updated regularly, the inherent inaccuracy of technical estimating exists.
The Company needs to relocate the villages on the surface due to the underground coal mining, and bear the
cost of relocation of villages, ground crops (or attachments) compensation, land rehabilitation, restructuring
and environmental management and other obligations. The performance of obligation is likely to lead to
outflow of resources, when the amount of the obligation can be measured reliably, it is recognized as an
environmental reclamation obligations. Depending on the relevance with the future production activities
and the reliability of the estimated determination, the flow and non-flow reclamation provision should be
recognized as the profit and loss for the period or credited to the relevant assets.
After taking into account existing laws and regulations and according to the past experience and the best
estimate of future expenditures, management determines Land subsidence, restoration, rehabilitation and
environmental obligations. If the time value of money is material, the expected future cash outflows will be
discounted to its net present value. Following the current coal mining activities and under the condition
that the future impact on land and the environment has become evident, Land subsidence, restoration,
rehabilitation and environmental costs may be amended from time to time. Discount rate used by the Group
may change due to assessment on the time value of money market and debt specific risks, when the estimate
of the expected costs changed, it will be adjusted accordingly by the appropriate discount rate.
As described in Note 2 (19), at the date of the balance sheet the Group assesses impairment of non-financial
assets to determine whether the recoverable amount of assets fell less than its carrying value. If the carrying
value of the asset exceeds its recoverable amount, the difference is recognized as impairment loss.
The recoverable amount is the higher between the net amounts of fair value of the assets (or assets group)
less disposal costs and the estimated present value of future cash flow of the assets (or assets group). As
the Group cannot reliably access the open market price of the assets (or asset group), it is not reliable and
accurate to estimate the fair value of assets. When estimating the present value of future cash flows, the
company needs to make significant judgments on the future useful life, the product yield, price, the related
operating costs of the assets (or assets group) and the discount rate used for calculating the present value.
When estimating the recoverable amount, the Group will use all possibly available information, including
the product yield, price from the reasonable and supportable assumption and the forecast related to
operating costs.
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. Expectation has been determined based on past performance and managements
expectations for the market development.
(5) Taxes
The Company has obligations to pay a variety of taxes in a number of countries and regions. There are
uncertainties for final tax treatments of many transactions and matters in normal operating activities. If
there are differences between the ultimately ascertained results of these tax matters and the amounts that
were initially recorded then the differences will impact the tax balance in the period that the above ultimate
assertion being made.
Deferred tax assets shall be recognized on deductible temporary differences or tax losseswhen the
management expects a probable future taxable profit to offset deductable temporary differences or tax
losses. When the expected amount is different from the original estimation, the difference shall affect the
recognition of deferred tax assets in the period in which the estimation changes. Deferred tax assets shall
not be recognized on temporary differences and tax losses when the management expects no future taxable
income to be offset.
Eight accounting standards were published or amended by the Minister of Finance in the year of 2014, in
which amendments made to ASBEs No. 2 Long Term Equity Investment, ASBEs No. 9 Employee Benefits,
ASBEs No. 30 Presentation of Financial Statements, ASBEs No. 33 Consolidated Financial Statement, ASBEs
37 Presentation of Financial Instruments, and publishment on ASBEs No. 39 Measurement of Fair Value,
ASBEs No. 40 Joint Arrangement, ASBEs No. 41 Disclosure in Other Equity Bodies. All entities adopt
ASBEs shall commence apply above new or amended standards from 1 July 2014, and public companies
listed on overseas markets are encouraged to implement in advance.
The Group implemented above 8 standards from 1 July 2014 and made retrospective adjustments as
required by each standard. Details are as below:
The long-term equity investment is defined inthe revised ASBEsNo. 2Long-term Equity Investment
as equity investment to the joint ventures and the invested entities for the purpose of the controls and
significant influences on the invested entities. According to the regulations of the revised ASBEs, long-
term equity investments held by the Group, which has no control, joint control or significant influence
on the investee, has no offer in active market and whose fair values cannot be reliably measured,
and was previously accounted in the long-term equity investment by the Company, is required to be
processed in accordance with ASBEsNo. 22Recognition and Measurement of Financial Instruments.
The Group has adjusted the financial statements of 2014, and has also made retrospectiveadjustments
to comparatives according to the ASBEs, with the results as follows:
31st December,
31st December, 2013 < The
Items of balance sheet 2013 Adjustment restatement >
According to the revised ASBEs No. 30-Presentation of financial statements standards and the
requirements of its application guide, the Group has modified the presentation of financial statements,
including the addition of the item the accounting period shall be reclassified into the profits and
losses if it meet the stipulated conditions in future, the item the accounting period shall not be
reclassified into the profits and losses in future and other items for presentations into the item of
Other comprehensive income of the income statements. According to the requests of standards,
the Group revised the presentation of annual financial statements of 2014, and also adjusted the
presentation of comparative statements. Results are shown as below:
2013
Profit and Loss Items 2013 Adjustments (Restated)
For the other revised and promulgated standards, only the influences on description of the financial
report accounting policies were involved. The Group implemented modification, supplementation and
announcement to the descriptions of relative parts of accounting policies in the financial reports.
During the reporting period, the Group made no changes in accounting estimates.
V. TAXES
i. The major tax categories and tax rate applicable to the Group and domestic subsidiaries are as follows:
1. Income tax
Except Anyuan coal mine of Ordos Neng Hua and Inner Mongolia Xintai Coal Mining Co., Ltd, income tax is
calculated at 25% of the total assessable income of the subsidiaries of the Group that registered in PRC.
According to notice of approval to preferential taxation for western development issued by Ejin Horo local tax
bureau dated April 16, 2013, Anyuan coal mine of Ordos Neng Hua and Inner Mongolia Xintai Coal Mining Co.,
Ltd meet the requirements of western development preferential policies, of which income tax is calculated at 15%
in 2014.
The value added tax is applicable to the product sales income of the Company and domestic subsidiaries. The
value added tax is paid at 17% of the corresponding revenue on coal and other commodities sales, except for the
value added tax on revenue from heating supply is calculated at 13%. The value added tax payable on purchase of
raw materials and so on can off sets the tax payable on sales at the tax rate of 17%, 13%, 7%, 6% and 3%. The value
added tax payable is the balance between current tax payable on purchase and current tax payable on sales.
Pursuant to State Council Regulation No.538 PRC Value Added Tax Temporary Statute (Revised), value added
tax paid for the purchase of machinery and equipments can offset the tax payable on sales from January 1, 2009.
According to the approval of Jining City National Tax Bureau Ji Guo Shui Liu Pi Zi (2012) Document No.1,
as the subsidiary of the Company, Hua Ju Energy adopts the taxation policy of levy and refund 50% on VAT of
electricity power and heating.
3. Business tax
Business tax is applicable to the interest income of loan provided by the Group to subsidiaries and the business tax
is paid at the 5%.
V. TAXES (continued)
Subject to all taxes applicable to domestic enterprise according to the Reply Letter to Yanzhou Coal Mining Co.,
Ltd. issued by State Administration of Taxation (Guoshuihan [2001] No.673), city construction tax and education
fee are still calculated and paid at 7% and 3%, respectively, on the total amount of VAT payable and business tax
payable.
5. Resource tax
According to Notice for Adjustment on Coal Resources Tax in Shandong Province by the Minister of
Finance, the State Administration of Taxation (caishui [2005]86), the applicable coal resource tax in
Shandong Province is RMB 3.6 per ton.
Pursuant to the Notice of Adjustment of Resource Tax in Shandong Province (Lucaishui [2014] No.43),
which was jointly issued by the Ministry of Finance and the State Administration of Taxation, since 1
December 2014, the collection basis of resource tax in Shandong province has been changed from volumes
into prices and the amount of business tax has been changed from RMB3.60 per tonne into 4%.
According to Notice for Adjustment on Coal Resources Tax in Shanxi Province by the Minister of Finance,
the State Administration of Taxation (caishui [2004]187), the applicable coal resource tax in Shanxi Province
is RMB 3.2 per ton.
Pursuant to the Notice of the Reformation Implementation of Coal Resource Tax in Shanxi Province
(Jincaishui [2014] No.37), which was jointly issued by the Ministry of Finance and the State Administration
of Taxation, since 1 December 2014, the collection basis of resource tax in Shanxi province has been changed
from volumes into prices and the amount of business tax has been changed from RMB3.20 per tonne into
8%.
According to Notice for Adjustment on Coal Resources Tax in Inner Mongolia by the Minister of Finance,
the State Administration of Taxation (caishui [2005]172), the applicable coal resource tax in Inner Mongolia
is RMB 3.2 per ton.
Pursuant to the document of local government of Inner Mongolia the Announcement of Applicable Coal
Resource Tax Rate in whole area (neizhengfa [2014]135), since 1 December 2014, the collection basis of
resource tax in Inner Mongolia has been changed from volumes into prices and the amount of business tax
has been changed from RMB3.20 per tonne into 9%.
V. TAXES (continued)
With resource tax paid on volume, the Company and its domestic subsidiaries pay resource tax on the
amount of actual sales on the sum of raw coal and washed coal products times applicable tax rate.
With resource tax paid on price, the Company and its domestic subsidiaries thereof pay resource tax on the
total taxable sales times applicable tax rate.
The tax calculation is based on the 70% of original value of real estate of the Group and domestic subsidiaries
thereof with the applicable tax rate of 1.2%.
ii. Main taxes and rates applicable to the company and subsidiaries thereof as following:
Note 1: Income tax for Australian subsidiaries of the Company is calculated at 30% of the total income. Yancoal
Australia Limited (as referred to Yancoal Australiaand its 100% owned Australian subsidiaries are a
taxation consolidated group pursuant to the rules of taxation consolidation in Australia. Yancoal Australia
is responsible for recognizing the current taxation assets and liabilities for the taxation consolidated group
(including deductible loss and deferred taxation assets of subsidiaries in the taxation consolidated group). Each
entity in the tax consolidated group recognizes its own deferred tax assets and liabilities.
Note 2: Mineral Resource Rent Tax (MRRT) is levied on the economic rental that generated from taxable volume of
resources mined by mining enterprises, without any extensive treatment or appreciation. The tax base is the
mining profit generated from mining project interest less mining allowances, and the applied tax rate is 22.5%.
MRRT has been abolished by the Australian government on 30 September 2014.
iii. Main taxes and rates applicable to other overseas subsidiaries of the Company thereof as following:
Following disclosed financial Statement data, except for otherwise indicated, Beginning balance refers to 1 January
2014, Ending balance refers to 31 December 2014, Current year refers to the year from 1 January 2014 to 31
December 2014, Last year refers to the year from 1 January 2013 to 31 December 2013, and the presenting currency
unit is thousand RMB Yuan.
Cash on hand
Including: RMB 737 1.0000 737 413 1.0000 413
USD 27 6.1190 165 27 6.0969 165
AUD 8 5.0174 40 10 5.4301 54
Cash in bank
Including:
RMB 16,568,188 1.0000 16,568,188 9,214,502 1.0000 9,214,502
USD 457,040 6.1190 2,796,628 560,038 6.0969 3,414,496
AUD 55,603 5.0174 278,982 482,564 5.4301 2,620,371
CAD 1,716 5.2755 9,053 2,736 5.7259 15,666
HKD 31 0.7889 24 39 0.7862 31
EUR 1,992 7.4556 14,852 12 8.4189 101
GBP 9.5437 1 10.0556 10
At the end of the reporting period, cash of the Group deposited overseas is 1.67 billion, owned by the overseas
subsidiaries of the Company.
2. Notes receivable
(2) Notes receivable endorsed or discounted at the end of the year but still be immature on the date of balance
sheet
Recognized Recognized
balance balance
Items at year end at year end
Total 4,552,432
3. Accounts receivable
(1) Category
Note: As at the end of the period, accounts receivable in risk-free portfolio included 1.2172 billion from Australian
subsidiaries of the Company which did not accrue bad debt provision because of claims still in the normal
credit period and 180.05 million of Letter of Credit issued by the bank.
(2) There is no accounts receivable to write off during the reporting period.
(3) Accounts due from shareholders of the Company holding more than 5% (including 5%) shares are excluded
as at the end of period. Prefer to Note XI, iii, I for detailed amounts due from related parties of 460.02
million.
(4) The top five accounts receivables according to yearend amount collected by arrears parties
4. Advances to suppliers
Note: Advances to suppliers aged over one year are advanced payment for equipment purchase. As the equipment is not
yet arrived and still under execution, the Group has not made the settlement.
Percentage of
total amount of
prepayment at
Company Name Amounts Age yearend (%)
Poly Xiexin Electric Power Fuel Co., LTD 411,383 Within 1 year 21
Jining Gaoxin Construction Investment Co., Ltd. 160,290 Within 2 years 8
Tianyuan High-Tech Development Co., Ltd. 160,000 Within 1 year 8
Shanghai Green Linggang power fuel co., LTD 85,462 Within 1 year 4
Jinan Railway Coal Transport &
Trade Group Co., LTD 80,000 Within 1 year 4
Total 897,135 45
(3) Advanced payments to shareholders of the Group holding more than 5% (including 5%) of the total shares
are in debt of 2.88 million by the end of the period; totally prepaid related parties 28.97 million, accounting
for 1.47% of the total balance. See Note XI, iii, 1 for details.
5. Other receivables
Ending balance
Bad debt
Items Balance provision %
Bad debt
Items Carrying amount amount %
Total 638,787
Ending Beginning
Nature of receivables balance balance
(4) As at the end of the reporting period, amounts due from controlling shareholders of the Company is
16.99million (last year: 16.99 million); amounts due from related parties is 312.07million, accounting for
46.72% of the total closing balance. Refer toNote XI, iii, 1for details.
6. Inventories
Foreign
currency At
At 1 January Increase Decrease translation December 31,
Items 2014 Accrual Others Reversal Others difference 2014
Note 1: It is the right of Middlemount Coal Pty Ltd, a company jointly controlled by the Company and its subsidiary
Gloucester, of collecting the mining royalties (ie, 4% of its FOB profits) from Middlemount coal mine during
the mining period. The management calculated this on every reporting date based on its present value of the
discounted cash flow; the change of profit or loss is recorded as the current profit or loss. As at 31 December
2014, AUD17.77 million of mining royalties receivable within one year is recognized as other current assets and
AUD181.35 million of mining royalties receivable over 1 year is recognized as other non-current asset.
Note 2: In accordance with the Notice of Acceptance of Registration issued by Chinas National Association of Financial
Market Intuitional Investors [Zhongshixiezhu [2013] PPN No.306] and [Zhongshixiezhu [2013] CP No.418],
the Company was approved to register short-term financing bonds, with aggregate amount of RMB1.5 billion.
On 11 November 2013, the Company successfully issued the first tranche of 12-month short-term financing
bonds with interest rate of 6%. After deduction of issuance cost, RMB4.9975 billion was raised actually, and this
short-term financing bonds has been repaid during the current period; On March 12, 2014, the Group issued the
first tranche of 12-month short-term financing bonds with interest rate of 5.95%, raising RMB5 billion. After
deduction of issuance cost, RMB4.9975 was actually raised. The situation of the short-term bonds payable is as
follows:
Corporate short-term bond 5,000,000 2013-11-4 1 year 4,997,500 4,997,917 260,833 2,083 5,000,000
Corporate short-term bond 5,000,000 2014-3-14 1 year 4,997,500 4,997,500 15,823 2,083 4,999,583
Note 3: The Company has reclassified 3.642 million of the government grants which will be recognised in profit/loss
within one year into the other current liabilities. Details are as follows:
Amount
New recognized as Foreign
Balance additional non-operating currency Balance
Beginning grants of income in Other translation Ending Related to
Government grant category balance 2014 2014 changes difference balance assets/income
(1) Details
(1) Details
Note: The first meeting of the Companys sixth Board Meeting has approved to provide entrusted loan of RMB 1.25,
with the term from August 2014 to August 2015 and annual rate of 8%, to Shannxi Future Energy Chemicals Co.,
Ltd. on the percentage of shareholding, and accept 30% shareholdings of Yankuang Group as the pledge guarantee.
Note: Yancoal Australia invested the following securities issued by Wiggins Island Coal Export Terminal Pty Ltd in 2011.
1) The purchasing price of GiLTS (Gladstone Long Term Securities) is AUD31.5 million.
2) The purchasing price and par value of WIPS (E class Wiggins Island Preference Securities) are AUD15.32
million and AUD30.60 million, respectively.
Increase/Decrease in 2014
Investment
profits Adjustments Announcement Foreign Closing
and losses of other Other of cash Accruals of currency balance of
Opening under equity comprehensive equity dividends provision for translation Closing provision for
Name of investees balance Addition Reversals method income changes or profits impairment Others difference balance impairment
I. Joint venture
Australian Coal Processing Holding Pty Ltd
Ashton Coal Mines Limited 16,481 -15,855 -626
Middlemount Joint Venture 471,869 -321,180 -23,173 127,516
Shengdi Fenlei Coal Preparation and
Engineering Technology (Tianjin)
Co., Ltd. (Note 1) 3,000 351 3,351
II. Associates
China HD Zouxian Co., Ltd. 1,183,098 184,304 -178,645 1,188,757
Yankuang Group Finance Co., Ltd. (Note 2) 211,858 125,000 30,950 -57,500 310,308
Shaanxi Future Energy Chemical Co,. Ltd. 1,350,000 95,351 11,213 1,456,564
Shandong Shengyang Wood Co., Ltd
Jining Jiemei New Wall Material Co., Ltd
Newcastle Coal Infrastructure Group
Pty Ltd (NCIG) 1 1
Note 1: Yancoal Australia, the subsidiary of the Company, purchased 10% of shareholding of Ashton Coal Mines Limited on 30
September 2014, which leads to its inclusion in consolidation. Please refer to Note VII for details.
Note 2: The Company approved Resolution on Additional Investment in Yankuang Group Finance Co., Ltd. from Yanzhou
Coal Mining Company Limited on the first meeting of the sixth session of the Board. The Company shall further invest
RMB125 million in Yankuang Group Finance Co., Ltd. which has been paid in June 2014. The companys percentage of
shares held in Ashton did not change after the increase in investment.
Harbour Plant,
Mining Ground works and machinery and Transportation
Items Land Buildings structure structure craft equipments equipment Others Total
I. Original cost
1. Balance at January 1, 2014 975,603 4,937,111 8,920,930 2,251,961 253,677 24,906,167 530,666 980,103 43,756,218
2. Increase 143,539 433,491 1,243,588 1,331,475 4,720,813 20,630 872,989 8,766,525
(1) purchase 137,805 59,058 26,865 53 223,781
(2) transfers from construction
in progress 18,683 288,613 1,122,330 1,331,475 4,568,746 20,630 872,936 8,223,413
(3) business combination 124,856 5,761 62,200 115,806 308,623
(4) reclassification 1,312 9,396 10,708
3. Decrease 1,784 7,286 14,998 12,248 98,849 10,217 153,149 307,456
(1) disposals 7,286 14,998 12,248 98,849 10,217 153,149 296,747
(2) reclassification 1,784 8,925 10,709
4. Translation reserve -79,749 -42,114 -268,869 753,423 -1,144,155
5. Balance at December 31, 2014 1,037,609 5,321,202 9,871,726 3,571,188 253,677 28,774,708 541,079 1,699,943 51,071,132
II. Accumulated depreciation
1. Balance at January 1, 2014 2,434,439 3,051,824 1,399,911 88,870 11,280,072 421,714 351,246 19,028,076
2. Increase 131,617 488,120 147,469 5,702 1,974,972 28,480 113,882 2,890,242
(1) accrual 129,942 472,439 147,469 5,702 1,920,125 28,480 113,882 2,818,039
(2) reclassification 226 9,396 9,622
(3) business combination 1,449 15,681 45,451 62,581
3. Decrease 5,256 24,391 9,084 93,772 10,217 140,770 283,490
(1) disposals 5,256 14,769 9,084 93,772 10,217 140,770 273,868
(2) reclassification 9,622 9,622
4. Translation reserve -6,787 -55,306 213,694 -275,787
5. Balance at December 31, 2014 2,554,013 3,460,247 1,538,296 94,572 12,947,578 439,977 324,358 21,359,041
III. Provision for impairment
1. Balance at January 1, 2014 65,182 190,178 24,398 289,674 215 84 569,731
2. Increase
3. Decrease
4. Translation reserve -14,454 -14,454
5. Balance at December 31, 2014 65,182 175,725 24,398 289,674 215 84 555,277
IV. Carrying amount
1. At December 31, 2014 1,037,609 2,702,007 6,235,755 2,008,494 159,105 15,537,456 100,887 1,375,501 29,156,814
2. At January 1, 2014 975,603 2,437,490 5,678,928 827,652 164,807 13,336,421 108,737 628,773 24,158,411
Total 827,651
(4) There is no provision and depreciation of lands as overseas subsidiaries enjoys the permanent ownership of
the land.
(5) As at the end of the reporting period, the fixed assets still in use with fully depreciation is RMB6.43 billion in
the Group.
Note: As at the end of the reporting period, there is RMB1.33 billion of construction in progress is pledged as collateral.
Reduction
Transferred At
At 1 January, into Translation 31 December,
Items 2014 Addition Fixed assets Others reserve 2014
(Continued)
Note: Canadian potash project is still at an early stage of exploration, no overall budget.
Unproved
mining
equity Land Patents and Water
Items Mining rights interests use rights known-how access rights Software Total
I. Original cost
1. Balance at 1 January, 2014 25,949,292 3,051,472 911,981 135,753 131,079 105,297 30,284,874
2. Increase 782,928 123,852 100,982 11,010 1,018,772
(1) purchase 782,928 123,852 100,982 11,010 1,018,772
(2) business combination
3. Decrease
(1) disposals
4. Translation reserve -1,358,252 -231,919 -840 -10,318 -495 -8,411 -1,610,235
5. Balance at 31 December, 2014 25,373,968 2,819,553 1,034,993 226,417 130,584 107,896 29,693,411
II. Accumulated amortisation
1. Balance at 1 January, 2014 4,016,167 217,240 282 24,898 4,258,587
2. Increase 1,093,108 18,888 13,385 1,125,381
(1) accrual 1,093,108 18,888 13,385 1,125,381
3. Decrease
(1) disposals
4. Translation reserve -125,499 68 21 -2,404 127,992
5. Balance at 31 December, 2014 4,983,776 236,060 262 35,879 5,255,976
III. Provision for impairment
1. Balance at 1 January, 2014 2,076,426 2,076,426
2. Increase
(1) accrual
3. Decrease
(1) disposals
4. Translation reserve -157,813 -157,813
5. Balance at 31 December, 2014 1,918,613 1,918,613
IV. Carrying amount
1. At 31 December 2014 18,471,579 2,819,553 798,933 226,417 130,323 72,017 22,518,822
2. At 1 January 2014 19,856,699 3,051,472 694,741 135,753 130,797 80,399 23,949,861
Note: As at the end of the reporting period, the mining right in intangible assets, with its net value of RMB13.04517 billion, is
pledged as collateral.
Total 222,764
16. Goodwill
Note: Yancoal Australia, subsidiary of the Company, acquired 60% of shareholdings of Ashton Mine through acquisition of
Yancoal Resources in 2009 and recognized AUD37 million of goodwill. During the reporting period, Yancoal Australia
acquired 10% of the remaining shareholdings of Ashton Mine and included it in consolidation. The goodwill is revalued
and no longer individually recognized as identifiable asset.
Note: Pursuant to relative laws and regulations, MRRT and its effect on income tax under deductible temporary
differences are expenditures that can be deducted from taxable income in future years, and MRRT and its effect on
income tax under taxable temporary differences are the amount that will be added to the taxable income in future
years. MRRT was abolished in September 2014 and related assets and liabilities were derecognized.
At 31 December At 1 January
Items 2014 2014
At 31 December At 1 January
Items 2014 2014
At 31 December At 1 January
Items 2014 2014
Note 2: The Company started to purchase thermal coal futures from Shanghai CIFCO Futures since August 2014. At the end of
reporting period, the fair value of these futures is 660 thousand.
At 31 December At 1 January
Items 2014 2014
At 31 December At 1 January
Items 2014 2014
(1) Amount due to controlling shareholder of the Company is 4.68 million at the end of this reporting period.
At 31 December At 1 January
Items 2014 2014
(3) There is no advanced payment due to shareholders of the Company holding more than 5% (including 5%)
shares.
Foreign
At 1 January currency At 31 December
Items 2014 Increase Decrease difference 2014
Salary, bonus, benefits and allowance 589,666 5,963,514 6,232,519 -3,296 317,365
Foreign
At 1 January currency At 31 December
Items 2014 Increase Decrease difference 2014
At 31 December At 1 January
Items 2014 2014
At 31 December At 1 January
Item 2014 2014
At 31 December At 1 January
Nature 2014 2014
At 31 December
Company 2014 Reasons for outstanding or transfer
Total 2,642,428
(3) As at 31 December 2014, other payable due to the controlling shareholder of the Company is totaling up to
RMB352.2 million.
(4) Other payables with large amount by the end of the reporting period
Total 3,483,678
At 31 December At 1 January
Items 2014 2014
At 31 December At 1 January
Loan by category 2014 2014
At 31 December At 1 January
Names 2014 2014
Note 1: The expected liabilities due within one year mainly composed of AUD10.11 million of take-or-pay liabilities. The
information related to the take-or-pay liabilities are described in VI, 34, Note 2.
Note 2: In June 2012, contingent Value Right (CVR) is a guarantee that protects the value of the merged Yancoals
shares held by Gloucesters shareholders. Eighteen months after the merger: In 18 months after the completion
of merger (December 2013), if the value of Yancoals shares (the last 3 months volume weighted average trading
price) is below AUD6.96 per share, Gloucester shareholders will be entitled to recoup the share value of up to
AUD6.96 per share, and the recoupment is up to AUD3 per share. However, shares held by Noble Group, the
former major shareholder of Gloucester is not entitled to enjoy this guarantee. The ultimate guarantee amount
is determined to be AUD3/share, totalling AUD262.94 million, which has been paid to ASX, the agent of the
Company, on 27 February 2014.
Note 3: In 2011, the Company borrowed 3,900 million from Tiexi branch of ICBC. Prior to obtaining the mining rights
of Zhuan Longwan, the borrowing was guaranteed by the controlling shareholder, Yankuang Group, and would
be pledged by mining rights of Zhuan Longwan as collateral after they are obtained. As at 31 December 2014, the
loan principal unreturned is 1714.44 million and the loans of 839.72 million due within 1 year were recognized
as other non-current liabilities due within 1 year, with the rest part of loans of 874.72 million over 1 year were
recognized as long-term borrowings.
In 2013, Yancoal International, the subsidiary of the Company, borrowed USD155 million from the bank
syndicate of banks taken the lead by New York Branch of China Merchants Bank (CMB), which was
guaranteed by Jining and Qingdao Branch of CMB, the entrusted guarantee of the Company. The maturity date
is in 2015.
Note 4: ICBC Ruixin Investment Management Co., Ltd established plan on special management of equity investment
of Yanzhou Coal to purchase 46.67% shareholdings of the Companys subsidiary Heze Neng Hua with purchase
price of RMB1.4 billion. The Company shall repurchase this plan within five years in installment to obtain the
right of disposing equity of Heze Neng Hua and pay fixed income to the holders of the plan. ICBC Ruixin signed
Equity Trust Deed with the Company and promised no participation in daily operating activities of Heze Neng
Hua, no right of receiving bonus or value added or derived related rights from the underlying equity, no right to
vote or to be elected and etc. The Company, therefore, treated this transaction as borrowings from the financial
plan agent Industrial and Commercial Bank of China Limited. As at the end of the reporting period, the unpaid
principal of the loan is 1.4 billion, including 0.2 billion due within one year recognized as other non-current
liability due within one year and 1.2 billion over one year recognized as long-term loan.
Note 5: According to the Plans for conducting compensated use of coal resource pilot reform, jointly issued by the
Ministry of finance, Ministry of Land and Resources, and Development and Reform Commission, approved
by the State Council in September 2006, the Company should pay the consideration of mining rights, after
assessment and evaluation by remaining reserves, for the original five coal mines.
On 3 August 2012, pursuant to the assessment report for the consideration of mining rights of five coal mines
(Jining No.2 coal mine, Nantun coal mine, Dongtan coal mine, Baodian coal mine and Xinglongzhuang coal
mine) owned by the Company filed in Department of Land and Resources of Shandong Provincial, the Notice
of payment for mining rights by Yanzhou Coal Mining Company Limited [JiGuotuzi(2012) No.212] issued by
Jining Municipal Land and Resources Bureau determined the consideration of mining rights, which amounts
to RMB2,476.78 million. According to the Notice, the down payment RMB495.36 million should be paid before
30 September 2012, while the rest amount should be paid in five equal installments with capital occupation
charges. As at the end of the reporting period, the company had paid 1.28792 billion, with 1.18886 billion unpaid
(including 396.28 million will be paid in the next year.
(1) Category
At 31 December At 1 January
Loan category 2014 2014
Sydney branch of
BOC (Note1) 2009-12-16 2022-12-16 USD Libor+5% 2,400,000 14,685,600 2,400,000 14,632,560
Wing Lung Bank (Note 2) 2013-6-24 2016-5-20 USD 3M Libor+2.5% 300,000 1,835,700 300,000 1,829,070
Sydney branch of
BOC (Note 3) 2013-8-29 2016-10-20 USD 3M Libor+2.3% 300,000 1,835,700 300,000 1,829,070
Zoucheng branch of
BOC (Note 4) 2013-1-4 2018-1-4 USD Libor+2.4% 296,000 1,811,224 296,000 1,804,682
Paris branch of
BOC (Note 5) 2014-1-9 2017-1-9 USD 3M Libor+3% 200,000 1,223,800
Note 1: Yancoal Australia borrowed USD3.04 billion from the bank syndicate of banks taken the lead by Sydney branch
of BOC, which was guaranteed by the Company in 2009, including: USD2.54 billion from Sydney branch of Bank
Of China; USD200 million from Hong Kong branch of China Construction Bank; USD300 million from Hong
Kong branch of China Development Bank, at the same time, the Company was counter guaranteed by Yankuang
Group, the controlling shareholder of the Company. The loan period is from 16 December 2009 to 16 December
2014 and interest should be paid on schedule. That is to say, the principal should be repaid in three installments
starting from 16 December 2012. On 17 December 2012, Yancoal Australia entered into contracts of rollover
loans with Sydney branch of BOC and Hong Kong branch of CBC, extending repayment date to 16 December
2019; principal repayment starting date is postponed to 16 December 2017. In 2014, Yancoal Australia continued
to enter into contracts of rollover loans with Sydney branch of BOC and Hong Kong branch of CBC, extending
repayment date to 16 December 2022; principal repayment starting date is postponed to 16 December 2019,
while guaranteed by the Company. As at 31 December 2014, Yancoal Australia returned the matured borrowings
of USD300 million, with USD274 million unreturned.
Note 2: In 2013, Yancoal International (Holding) Co., Ltd., a subsidiary of the Company, borrowed USD300 million
from Wing Lung Bank, which was guaranteed by Shenzhen Xiangxi Branch of China Merchants Bank.
Note 3: In 2013, Yancoal International (Holding) Co., Ltd., a subsidiary of the Company, borrowed USD300 million
from Sydney Branch of BOC, which was guaranteed by the Company.
Note 4: In 2013, the Company borrowed USD596 million from Zoucheng branch of BOC for the merger with Gloucester
with L/C as the guarantee. On 30 August 2013, the Company prepaid USD300 million.
Note 5: In 2014, Yancoal International (Holding) Co., Ltd., a subsidiary of the Company, borrowed USD200 million
from Paris Branch of BOC, which was guaranteed by the Company.
At 31 December At 1 January
Items 2014 2014
Issued At 1 January
Items Total face value Issuing date Maturity amount 2014
Corporate bond
(Note 1) 2,846,205 2012-5-16 5 years 2,846,205 2,743,500
Corporate bond
(Note 1) 3,478,695 2012-5-16 10 years 3,478,695 3,353,167
Corporate bond
(Note 2) 1,000,000 2012-7-23 5 years 990,000 993,200
Corporate bond
(Note 2) 4,000,000 2012-7-23 10 years 3,960,000 3,965,800
Corporate bond
(Note 2) 1,950,000 2014-3-6 5 years 1,930,500
Corporate bond
(Note 2) 3,050,000 2014-3-6 10 years 3,019,500
(Continued)
Corporate bond
(Note 1) 124,322 10,418 2,753,918
Corporate bond (Note 1) 195,174 12,731 3,365,898
Corporate bond (Note 2) 42,583 2,000 995,200
Corporate bond (Note 2) 200,750 4,000 3,969,800
Corporate bond (Note 2) 1,930,500 97,162 3,250 1,933,750
Corporate bond (Note 2) 3,019,500 157,876 2,542 3,022,042
Total 4,950,000 817,867 11,792 23,149 16,040,608
Note 1: As approved by a resolution passed at the second extraordinary general meeting held on 23 April 2012, second-
tier wholly-owned subsidiary of the Company, made an overseas issuance of US dollar-dominated bonds with
an aggregate principal amount not exceeding USD1.0 billion (including USD1.0 billion) in Hong Kong in
May 2012, of which, the annual interest rate for the five-year corporate bonds of USD450 million and ten-year
corporate bonds of USD550 million are 4.461% and 5.730%, respectively.
Note 2: As approved by a resolution passed at 2012 first extraordinary general meeting held on 8 February 2012,
the Company will issue corporate bonds of no more than RMB15 billion at appropriate time. After that, the
Company received the Reply Letter in relation to the approval on the issue of corporate bonds by Yanzhou Coal
Mining Company Limited of CSRS (the Zhengjian Xuke[2012] No. 592) and was approved to make an public
issuance of corporate bonds with face value not exceeding RMB10 billion.
On 25 July 2012, the Company issued the first tranche of the corporate bonds amounting to RMB5 billion, of
which, the annual interest rate for the five-year corporate bonds of RMB1 billion and ten-year corporate bonds
of RMB4 billion are 4.2% and 4.95%, respectively.
On 6 March 2014, the Company issued the second tranche of the corporate bonds amounting to RMB5 billion,
of which, the annual interest rate for the five-year corporate bonds of RMB1.95 billion and ten-year corporate
bonds of RMB3.05 billion are 5.92% and 6.15%, respectively.
At 31 December At 1 January
Nature 2014 2014
At
Expiration At 1 January Interest Accrued 31 December
Lender (Year) 2014 rate (%) interest 2014 Loan condition
Including:
Jianxin Finance Lease Co., Ltd. 61 months 1,386,046 4% above interest 20,301 1,468,803 unsecured
rate of the
corresponding
period
Jining Municipal Land and 2-5 years 1,188,854 6.15 238,875 792,570 unsecured
Resources Bureau
(VI, 29, Note 5)
Freight finance lease 5-8 years 224,640 5.43 166,051 unsecured
-12.24
Market service fees to Noble Group 29,054 30,683 unsecured and
interest-free
Deferred payment for acquisition 2-4 years 4,611 2,165 unsecured and
of Minerval interest-free
Note: The financial lease activities of the Group were not guaranteed by an independent third party.
Note: Other long-term benefit is calculated on the basis of Australia relevant laws and regulations and duration of services the
employees provided, and is the amount of future benefit that employees have earned in return for their service to the
reporting date.
At 31 December At 1 January
Items 2014 2014 Reasons
Note 1: Reclamation, restoration and environment recovery expense accrued for restoring of coal mines are based on the
accounting policy as stated in Note IV, 24. The obligation of restoring will be exercised when mining areas become
out of use or coal resource dry up.
Note 2: As stipulated in the take-or-pay port and rail contracts entered into by Gloucester, a subsidiary of the Company, a
liability was recognised for the estimated excess capacity contracted in the port and rail contacts.
Note 3: Provision for maintenance expense of leased machinery includes the overhaul expense at the end of the lease. Where a
machine is bought at the end of the lease, the balance of such provision will be offset by the purchasing cost.
Related to
Recognized in At assets/
At 1 January non-operating Other Translation 31 December related
Items 2014 Increase income change reserve 2014 to income
Note: Other change mainly refers to that the government grant which is estimated to be transferred into income
statement within 1 year was recognized as other current liabilities.
Subtotal 20 20
Note 1: The Company issued first tranche of private directional debt financing instrument amounting to RMB1.5 billion to
4 entities including Agricultural Bank of China Limited and etc. in September 2014. The Company raised fund of
RMB1.487 billion excluding the cost of issue through this instrument with no fixed repayment period and face value of
RMB100. Unless there is deferred interest payment, the Company shall annually pay bond purchaser interest based on
fixed interest rate of 6.8% which will be reset once every three years.
Note 2: The Company issued second tranche of private directional debt financing instrument amounting to RMB1 billion to
4 entities including Bank of China Limited and etc. in November 2014. The Company raised fund of RMB999 million
excluding the cost of issue through this instrument with no fixed repayment period and face value of RMB100. Unless
there is deferred interest payment, the Company shall annually pay bond purchaser interest based on fixed interest rate
of 6.8% which will be reset once every three years.
At
At 1 January 31 December
Items 2014 Addition Reversals 2014
Note: The decrease of other capital reserves was due to the maintenance fee of RMB1.821 billion reclassified into special
reserves during the reporting period.
At 1 January At 31 December
Items 2014 Addition Reversals 2014
At 31 December
Items At 1 January 2014 Addition Reversals 2014
At 1 January At 31 December
Items 2014 2014
1) Details of minority interest attribute to other equity instrument holders at 31 December 2014
At
31 December
Financial instrument issued Issue date Classification Interest rate 2014
Total 1,855,005
1) Details of minority interest attribute to other equity instrument holders at 31 December 2014
(continued)
Note 1: With the approval of Hong Kong Exchanges and Clearing Limited, Yancoal International Trading Co.,
Ltd., a subsidiary of the Company, issued USD300 million (RMB1,836 million) of senior secured perpetual
capital bond secured by the Company on 15 May 2014. The annual interest of the senior secured perpetual
capital bond is 7.2% paid every half year since the issue date (including the issue date) until 22 May 2016
which is the first reset date (excluding this date). Yancoal International Trading Co., Ltd. can decide by
itself whether defer interest payment or not. The perpetual capital bond has no fixed expiring date and
will be redeemed on 22 May 2016 or later decided by Yancoal International Trading Co., Ltd. based on
principal and any unpaid deferred interest. As at the end of the reporting period, undistributed interest is
RMB16,516 thousand.
Note 2: Yancoal Australia, a subsidiary of the Company, issued 18,005,102 of subordinated capital notes with par
value of USD100 per note through its wholly-owned subsidiary SCN Company on 31 December 2014.
Each note can be converted to 1,000 of ordinary shares of Yancoa Australia. The subordinated capital
notes have been traded in ASX with code YCNPA in deferred settlement since 8 January 2015. They
have also been traded in normal settlement since 8 January 2015. The Company has purchased all the
notes except those issued to third parties amounting to RMB3,102,000. The original annual distributed
rate is 7% with payment every half year. These bonds are unsecured convertible equity bonds which bond
holders have the right to redeem. Unless the bond issuer redeems the bond or the bond holders convert
the bonds into shares, there is no expiring date for this bond. The redemption price is the par value adding
unpaid deferred interest. The bond holders have the right to convert the bonds into one ordinary share of
Yancoal Australia on USD0.1 per share after 40 days of issuance until 30 years after the issue date.
At
31 December
Financial instrument issued At 1 January 2014 Increase Decrease 2014
At 31 December At 1 January
Items 2014 2014
2014 2013
Items Revenue Ccost Revenue Cost
Total sales income from the five largest customers in 2014 was RMB9,453.07 million, which accounts for 14.79%
in total revenue.
Freight charges, coal port dues and loading cost 2,286,554 2,012,663
Mining royalty (Note) 585,999 743,803
Salaries, social insurance and Benefits of employees 50,935 43,641
Others 203,417 191,244
Note: Royalties are expenses incurred during the sales process, which are levied by Australian Government to the Australian
subsidiaries of the Company.
Total
Including:
China HD Zouxian Co., Ltd. 184,304 198,494 Profit change for the period
Yankuang Group Finance Co., Ltd 30,950 36,066 Profit change for the period
Shandong Shengyang Wood Co., Ltd -418 Profit change for the period
Jining Jiemei New Wall Materials Co., Ltd. -246 Profit change for the period
Shengdi Fenlei Coal Preparation 351 Joint venture found in
Engineering (Tianjin) Co., Ltd. current year
Shanxi Future Energy Chemicals Co., Ltd. 95,351 Profit change for the period
Middle mount Joint Venture -321,180 -376,032 Profit change for the period
Note 1: Yancoal Australia, a subsidiary of the Company, purchased 10% shareholdings of Ashton Coal Mine with
acquisition cost of AUD552.33 million. The difference between the acquisition cost and the fair value of
identifiable assets and liabilities is the gain from acquisition amounting to AUD28.33 million.
Note 2: Others are funds for supporting enterprise development by Yanzhou Municipal Finance Bureau.
Related to assets/
Items 2014 2013 Sources and basis related to earnings
Amount for
current years
extraordinary
Items 2014 2013 gain/(loss)
Note: Minerals Resource Rent Tax (MRRT) is levied on the extraction of certain taxable resources of coal and iron ore
in respect of a mining project interest, and before any extensive processing and value-added activities. The tax
rate of MRRT is 22.5%. MRRT legislation was passed by Australian Senate on March 19, 2012 and started to be
effective from 1 July 2012 in Australia. Pursuant to related laws of MRRT, Yancoal Australia should determine
starting to base of MRRT, which can be measured by either book value method or market value method and
amortised in certain period. In current reporting period the Group has recognised MRRT related deferred tax
effects in compliance with related accounting standards. MRRT was cancelled in September 2014. Related assets
and liabilities were derecognized and the difference transferred to income tax expense.
Items 2014
For details, please refer to Note VI, 39. Other comprehensive income.
Items 2014
Total 1,164,834
Items 2014
Total 1,164,834
Items 2014
Total 103,723
Items 2014
Total 6,606,382
Items 2014
Total 4,281,709
Items 2014
Payment 1,373,523
Payment for financing lease 59,774
Commissions from issuing bonds, acquiring borrowings, etc. 37,853
Total 1,471,150
(3) Related information of subsidiaries and other operating entities acquired or disposed of during current
reporting period
Items 2014
Cash or cash equivalents paid during the reporting period for business
combination in this year 93,505
Less: cash or cash equivalents held by subsidiaries on purchase date 14,141
Add: cash or cash equivalents paid during the reporting period for
business combination in prior year
Net cash acquired from subsidiaries 79,364
Cash
Including: Cash on hand 944 632
Bank deposits that can be readily drawn on demand 19,553,626 10,962,747
Other cash that can be readily drawn on demand 652,709 2,288
Cash equivalents
Cash and cash equivalents balance at year end 20,207,279 10,965,667
Including: Cash and cash equivalents with restricted
use right by the Company or subsidiaries of the Group
Carrying amount
at 31 December
Items 2014 Restricted reason
Note: Premier Coal Limited and Premier Holdings Pty., Ltd., the subsidiaries of the Company, signed loan agreement with
their client Synergy with the term from 1 October 2014 to 30 June 2030 and interest rate of 8.7%. During the Loan Period,
Synergy agrees to loan to Premier a portion of the Contract Price equal to $0.05/GJ for every tonne of coal supplied by
Premier to Synergy under the CSA during that period. Premier Coal Limited granted a first-ranking security to Synergy
over its total assets including its interest in the Coal Mine to secure the repayment of the loan. As at the end of the
reporting period, the balance of the loan is AUD1.59 million.
RMB
translation balance
At 31 December Foreign at 31 December
Items 2014 exchange rate 2014
The significant overseas operating entities of the Company are Hong Kong Company and Yancoal Australia.
The functional currency of the above companies is HK dollars and AU dollars respectively.
60. Hedging
As at December 31, 2014, the hedging instruments held by the Group are as the followings
Current assets
Forward foreign exchange contract (Note 1) 359 13,062
Collar option (Note 1) 3,589
Total current assets 359 16,651
Current liabilities
Forward foreign exchange contract (Note 1) 2,621 181,358
Collar option (Note 1) 78,317 90,221
Interest rate swap contracts (Note 2) 43,532
Total current liabilities 80,938 315,111
Note 1: To avoid risk of foreign exchange volatility, the Groups subsidiaries in Australia entered 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 revenue stream and capital expenditure and thereby assist in risk management for the Group. The
outstanding sell United States dollars contracts are hedging highly probable forecasted sales of coal. Cash flows and
any impact to profit or loss arising from all the foreign exchange contracts are expected to occur within one year from
the balance sheet date. Derivative financial assets or liabilities
As at December 31, 2014, the outstanding notional amount of forward foreign exchange contract to sell United
States dollars (sell United States dollars and buy Australian dollars) was approximately RMB 432,293,000 (2013:
RMB1,783,000,000) with the maturity of three months. The outstanding notional amount of forward foreign
exchange contract to buy Renminbi (RMB) (sells United States dollars and buy RMB) was approximately RMB
397,457,000 with the maturity of three months and the exchange rate from 5.0922 to 6.2334.
To avoid risk of foreign exchange volatility, the Groups subsidiaries in Australia entered 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 revenue stream.
As at December 31, 2014, the outstanding notional amount of collar option to sell United States Dollars (US dollars)
(sell US dollars buy Australian Dollars) was RMB 1,027,348,000 (2013: RMB 3,096,000,000), with the maturity of one
year, exchange rate from 0.8106 to 0.8381, and the floor price and ceiling price of 0.87 and 0.9670 (2013: 0.83 and
0.9015).
During the reporting period, the AUD 26,690,000 (2013: AUD 26,583,000) loss related to forward foreign exchange
contract and collar option was transferred into current-year profit or loss from other comprehensive income.
Note 2: To meet the requirement of the acquisition of Yancoal Resources, Yancoal Australia borrowed a bank loan of USD3
billion. In July 2010, the Company entered into interest rate swap contracts amounting to USD1.5 billion with Bank
of China (BOC), China Construction Bank (CCB) and China Development Bank (CDB). Pursuant to the contracts,
the Company should pay interest expenses to BOC, CCB and CDB at the annual rate of 2.755%, 2.42% and 2.41%
respectively; BOC, CCB and CDB should quarterly pay interest expenses to the Company at the annual rate of
LIBOR plus 0.75% on the agreed date. All the contracts terms are within four years. At the end of December 2014, the
Contracts were recognized to expire.
In addition, the Australian subsidiariesUSD bank loan repayments in a six-month period are designated to hedge the
forecast USD sales during the same period.
(1) Business combination not under common control for the period
White Ming (NSW) Pty., Ltd., a subsidiary of the Companys subsidiary Yancoal Australia, acquired 10%
shareholdings of Ashton Coal Mines Pty., Ltd. from ICRA Ashton Pty., Ltd. On 30 September 2014 with
purchase price of AUD21.2 million.
Ashton Mines includes Ashton Joint Venture which is non-corporate and in charge of coal transportation
and Ashton Coal Mines Limited as the entity holding the assets. After the acquisition, Yancoal Australia
holds 100% of equity of Ashton Joint Venture and 100% shareholdings of Ashton Coal Mines Limited.
Cash 113,548
Fair value of non-cash assets
Fair value of liabilities issued or assumed
Fair value of equity securities issued
Fair value of contingent consideration
Fair value at acquisition date of equity held before acquisition date 2,844,759
Total consolidated cost 2,958,307
Less: fair value of acquirees identifiable net assets 3,110,046
The difference between fair value of acquirees identifiable
net assets and goodwill/consolidated cost -151,739
Assets:
Cash at bank and on hand 50,908 50,908
Account receivable 81,713 81,713
Inventories 47,103 47,103
Fixed assets 1,476,479 1,347,761
Intangible assets 2,524,496 31,016
Deferred tax assets 219,798 1,094
Other assets 92,399 92,400
Liabilities:
Accounts payable 275,357 275,336
Provision 195,910 37,899
Deferred tax liabilities 870,564 85
Other liabilities 41,019 41,019
Net assets 3,110,046 1,297,656
Less: minority interest
Net assets acquired 3,110,046 1,297,656
Proportion
Name Reasons for consolidation of shareholding
Shandong Zhongyin Logistics & Trade Co., Ltd. Newly established subsidiary 100.00
Zhongyin Financial Leasing Co., Ltd. Newly established subsidiary 100.00
Duanxin Investment Holding (Beijing) Co., Ltd. Newly established subsidiary 100.00
Yancoal Australia Sales Pty Ltd. Newly established subsidiary 100.00
Yancoal SCN Limited Newly established subsidiary 100.00
The former of Yanzhou Coal Mining Shanxi Neng Hua Co., Ltd (as referred to Shanxi Neng Hua)
was Yankuang Jinzhong Neng Hua Co., Ltd established jointly by Yankuang Group and Yankuang
Lunan Fertilizer Plant in 2002. In Nov. 2006, Yankuang Group and Yankuang Lunan Fertilizer
Plant transferred the equities of Shanxi Neng Hua to the Company and thus the Company held
100% in the total registered capital of RMB600 million. The corporation business license code is
140700100002399, and the legal representative is Mr. Shi Chengzhong. The company is mainly
engaged in thermoelectricity investment, mining machinery and equipment and electronic products
sales and the comprehensive development in coal technology service, and so on.
As at the end of the reporting date, the subsidiaries of Shanxi Neng Hua are as follows:
Shanxi Heshun Tianchi Energy Co., Ltd Shanxi Heshun RMB90 million Raw coal mining, further processing, 81.31
producing and selling
Shanxi Tianhao Chemicals Co., Ltd Shanxi Xiaoyi RMB150 million Methanol, chemical production, 99.89
coke production and development
Inner Mongolia Haosheng Coal Mining Company Limited (as referred to Haosheng Company)
was established in March 2010 by three shareholders, i.e. Shanghai Huayi (Group) Company, Ordos
Jiutaimanlai Coal Mining Company, Ordos Jinchengtai Chemical Company, with registered capital of
RMB150 million. Haosheng Company is responsible for the operation of Shilawusu coal mine.
By series of acquiring and share capital increasing, in January 2013, the Group holds the equity of
74.82% and Haosheng Company became the Groups subsidiary with registed capital of RMB 500
million. In April 2013, on the shareholders meeting, a registered capital increasing of RMB 300
million was approved. In December 2013, Inner Mongolia Zhonglei Accounting Firm provided a
capital verification report Nei Zhonglei Yan Zi (2013) with document No. 86 to verify the registered
capital increasing. The share capital of Haosheng Company increased to RMB800 million equalling to
the Group original holding of 74.82%. The corporation business license code is 150000000009736 and
the legal representative is Mr. Wu Xiangqian. The company is mainly engaged in sales of coal mining
machinery and equipment and accessories.
Gloucester Coal Ltd (as referred to Gloucester), a company with limited liability incorporated in
Sydney, Australia, whose shares started to be listed in Australian Securities Exchange (as referred to
ASX) in 1985, mainly engages in the production and operation of coal and coal related resources.
The ACN (Australian Company Number) of Gloucester is 008881712.
Upon the approval at the sixth meeting of the fifth session of the Board and the seventh meeting of the
fifth session of the Board held on 22 December 2011 and 5 March 2012, respectively, the Company,
Yancoal Australia and Gloucester (the Companys subsidiaries) entered into a Merger Proposal Deed
and an amending deed to the Merger Deed. In accordance with the merger deed and amending deed,
Gloucester will make cash distribution to its shareholders and Yancoal Australia will acquire the entire
issued share capital of Gloucester (deducting cash distribution); the shareholders of Gloucester may
choose to be given a value guarantee provided by the Company who holds shares of Yancoal Australia
after merger. Upon the completion of the merger, the Company and Gloucester Shareholders will hold
78% and 22% of the share capital of Yancoal Australia respectively. Yancoal Australia will be listed on
ASX instead of Gloucester.
As at 27 June 2012, all shares of Gloucester have been transferred to Yancoal Australia, a subsidiary of
the Company and the shares of Gloucester ceased trading on ASX before this trading date ended. On
28 June 2012, Yancoal Australia issued ordinary shares and CVR shares and thus started trading on
ASX in replace of Gloucester.
Control
Name Place Main business Ratio (%)
Middlemount Joint Venture Pty Ltd Australia Coal mining and sales 50
Yancoal Resources Limited (previously known as Felix Resource Limited, Yancoal Resources), a
limited liability company established at January 1970 in Brisbane, Queensland, Australia, is mainly
engaged in businesses such as coal mining and exploration, company registration number is 000 754
174.
Austar, a subsidiary of the Company, is the registered holder of 196.46 million shares representing
100% of the issued share of Felix.
(1) As at the end of the reporting period, subsidiaries owned by Yancoal Resources are as follows:
White Mining Limited Australia 3,300,200 Holding company & Coal 100
business management
Ashton Coal Mines Limited Australia 5 Coal sales 100
Yarrabee Coal Company Pty Ltd Australia 92,080 Coal mining and sales 100
Auriada Limited Northern Ireland 5 No business, to be liquidated 100
Ballymoney Power Limited Northern Ireland 5 No business, to be liquidated 100
SASE Pty Ltd Australia 9,650,564 No business, to be liquidated 90
Proserpina Coal Pty Ltd Australia 1 Coal mining and sales 100
White Mining Services Pty Limited Australia 2 No business, to be liquidated 100
Agrarian Finance Pty Ltd Australia 2 No business, to be liquidated 100
Balhoil Nominees Pty Ltd Australia 7,270 No business, to be liquidated 100
Moolarben Coal Operations Pty Ltd Australia 2 Coal business management 100
Moolarben Coal Mines Pty Limited Australia 1 Coal business development 100
Ashton Coal Operations Pty Limited Australia 5 Coal business management 100
White Mining (NSW) Pty Limited Australia 10 Coal mining and sales 100
Yancoal Resources NSW Pty Limited Australia 2 Holding company 100
Moolarben Coal Sales Pty Ltd Australia 2 Coal sales 100
Interests
Entities Address Main business proportion (%)
Yanzhou Coal Mining Yulin Neng Hua Co., Ltd (as referred to Yulin Neng Hua) was financed and
established jointly by Yulin Neng Hua, Shandong Chuangye Investment Development Co. Ltd, China
Hualu Engineering Co., Ltd in Feb. 2004. Yulin Neng Hua held 97% of the total capital of RMB800
million. In April 2008, Yulin Neng Hua held 100% of equity after assignment of equity from Shandong
Chuangye Investment Development Co., Ltd and China Hualu Engineering Co., Ltd. In May 2008, the
Company injected RMB600 million into Yulin Neng Hua and the registered capital of Yulin Neng Hua
increased to RMB1.4 billion. The corporation business license code is 612700100003307, and the legal
representative is Mr. He Ye. The company is mainly engaged in the methanol production with the
capacity of 600 thousand tons per year, acetic acid production with the capacity of 200 thousand tons
per year and its compatible coal mine, and the power plant and so on.
Yanmei Heze Neng Hua Co., Ltd (as referred to Heze Neng Hua) was established and financed
jointly by the Company, Coal Industry Jinan Design &Research Co., Ltd (as referred to design
institute) and Shandong Provincial Bureau for Coal Geology in October 2002 with the registered
capital of RMB600 million, of which, the Company held 95.67%. In July 2007, Heze Neng Hua
increased the registered capital to RMB1.5 billion, in which, this company held 96.67%. In May 2010,
the Company unilaterally increased the registered capital of RMB 1.5 billion and the registered capital
was increased to RMB3 billion, in which the Company held 98.33%. The corporation business license
code is 370000018086629, and the legal representative is Mr. Wang Yongjie. The company is mainly
engaged in the coal mining and coal sales in Juye Coal Field.
Yanzhou Coal Ordos Neng Hua Company Limited (as referred to Ordos Neng Hua) was established
on 18 December 2009 with registered capital of RMB500 million as a wholly owned subsidiary of the
Company. In January 2011, the Company increased capital investment to Ordos Neng Hua of RMB2.6
billion and the registered capital of Ordos Neng Hua increased to RMB3.1 billion. In November 2014,
the Company once again increased capital investment to Ordos Neng Hua of RMB5 billion and the
registered capital of Ordos Neng Hua increased to RMB8.1 billion. The corporation business license
code is 152700000024075, and the legal representative is Mr. Wu Xiangqian. The company is mainly
engaged in production and sales of 600,000 tons methanol. The project is in early stage.
Inner Mongolia Yize Mining Inner Mongolia RMB136.26 million Mining and chemical 100
Investment Company Limited engineering investment;
Public engineering, utilities,
waste water solution
Inner Mongolia Rongxin Chemicals Inner Mongolia RMB3 million Methanol from coal production 100
Company Limited and sales
Inner Mongolia Daxin Industrial Inner Mongolia RMB4.11 million Supply of industrial gas 100
Gas Company Limited
Inner Mongolia Xintai Coal Mining Inner Mongolia RMB5 million Coal mining and sales 100
Company Limited
Ordos Zhuanlongwan Coal Mining Inner Mongolia RMB5.05 billion Coal mining and sales, 100
Company Limited manufacturing and sales of mining
equipment and machinery
Ordos Yingpanhao Coal Mining Inner Mongolia RMB300 million Coal mining and sales, manufacturing 100
Company Limited and sales of mining equipment
and machinery
Yancoal Australia Limited (as referred to Yancoal Australia), a wholly owned subsidiary of the
Company, was established in Nov. 2004 with the share capital of AUD64 million. In September 2011,
the Company increased capital investment to Yancoal Australia of AUD909 million and the registered
capital of Yancoal Australia increased to AUD973 million. In June, 2012, the registered capital of
Yancoal Australia decreased by AUD653.14 million due to excluded assets to Yancoal International
(Holding) Co., Ltd. For the acquisition of the subsidiary, Yancoal Australia issued new shares and
increased the registered capital by AUD336.84 million. After the above mentioned changes, the
registered capital of Yancoal Australia is AUD656.7 million and 78% the equity interest of Yancoal
Australia is held by the Company. Yancoal Australia was listed at Australian stock market in replace
of Gloucester on 28 June 2012. The corporation business licence code is 111859119 and it mainly takes
responsibility of the activities such as operations, budget, investment and finance of the Company in
Australia.
Yancoal International (Holding) Co., Ltd. (as referred to Hong Kong Company), a wholly-owned
subsidiary of the Company, was established on 13 July 2011, with registered capital of USD2.8 million.
The corporation business licence code is 1631570 and it mainly engages in external investment, mine
technology development, assignment, consulting services, and importing and exporting trade, etc. In
June 2014, the Company increased capital investment of RMB4.1946 billion, which was the account
receivable from Hong Kong Company, thus the registered capital was increased to USD689.31 million.
Yancoal International Technology Hong Kong USD1 million Development of mining technology, 100
Development Co., Ltd. assigning, and consulting services
Yancoal International Trading Co., Ltd. Hong Kong USD1 million Transit trade of coal 100
Yancoal International Resources Hong Kong USD600,000 Exploration and development 100
Development Co., Ltd. of mineral resources
Yancoal Luxembourg Resources Luxemburg USD500,000 External investment 100
Holding Co., Ltd.
Yancoal Canada Resources Canada USD290 million Mineral resources development 100
Holding Co., Ltd. and sales
Athena (Holding) Ltd Australia AUD24.45 million Shareholding company 100
Tonford (Holding) Ltd Australia AUD46.41 million Shareholding company 100
Wilpeena (Holding) Ltd Australia AUD3.46 million Shareholding company 100
Premier (Holding) Ltd Australia AUD321.61 million Shareholding company 100
Yancoal Energy Pty Ltd. Australia AUD202.98 million Shareholding company 100
Shandong Zhongyin Logistics and Trade Co., Ltd. (as referred to Zhongyin Logistics Company),
a wholly owned subsidiary of the Company, was established in May 2014 with the registered capital
of RMB300 million. The business code of Zhongyin Logistics Company is 370127200093828 and
organization code is 30686339-4 and the legal representative is Mr. Liu Chun. The company is mainly
engaged in sales of coal, mining machinery and parts, and mining specialised equipments, etc.
Zhongyin Financial Leasing Co., Ltd. (as referred to Zhongyin Financial Leasing Company), was
established jointly by the Company and its subsidiary, Hong Kong Company in May 2014 with the
registered capital of RMB500 million, of which, RMB375 million by the Company in cash with equity
interests of 75% and RMB125 million by Hong Kong Company in cash with equity interests of 25%.
The business code of Zhongyin Logistics Company is 310000400737220 and organization code is
09440231-7 and the legal representative is Mr. Wu Yuxiang. The company is mainly engaged in
Financial Leasing, etc.
Duanxin Investment Holding (Beijing) Co., Ltd. (as referred to Duanxin Investment Holding
Company), was established in November 2014 with the registered capital of RMB10 million. The
business code of Duanxin Investment Holding Company is 110106018199309 and organization code
is 31829604-0 and the legal representative is Mr. Wu Yuxiang. The company is mainly engaged in
investment management and enterprises management consultation, etc.
Yancoal Australia Sales Pty Ltd. (as referred to Australia Sales Company), a wholly-owned subsidiary
of Yancoal Australia, was established in April 2014 with the share capital of AUD100. The corporation
business licence code is 167884460, and it is mainly engaged in sales of blended coal, etc.
Yancoal SCN Pty Ltd. (as referred to SCN Company), a wholly-owned subsidiary of Yancoal
Australia, was established in November 2014 with the share capital of USD1. The corporation business
licence code is 602841556, and it is mainly engaged in convertible bonds issuance.
Declared
Profit/loss dividend Ending
attributable allocation to balance of
Minority to minority minority minority
shareholding shareholders shareholders shareholders
Companies proportion (%) this year this year interest
Heze Neng Hua 431,921 5,079,208 5, 511,129 486,077 1,500,000 1,986,077 625,126 4,614,001 5,239,127 730,841 1,300,000 2,030,841
Yancoal Australia 3,273,687 33,675,797 36,949,484 1,651,693 23,310,285 24,961,978 5,521,363 35,961,743 41,483,106 3,815,014 32,362,046 36,177,060
(continued)
Jan 1, 2014 to Dec 31, 2014 Jan 1, 2014 to Dec 31, 2013
cash flow cash flow
Total from Total from
Operating Net comprehensive operating Operating Net comprehensive operating
Companies Revenue profit income activities Revenue profit income activities
Accounting
Treatments On
investment
Shareholding proportion (%) to JVs or
Companies Place of Registration Business Legal Registered Directly- Indirectly- Associated
Companies Type Main operation Location nature representative capital held held Companies
Associates
China HD Zouxian limited liability Shandong Shandong Electricity power Li Qingkui RMB 3 billion 30 Under equity
Co., Ltd. method
Yankuang Group Finance limited liability Shandong Shandong Finance Zhang Shengdong RMB1 billion 25 Under equity
Co., Ltd. method
Shaanxi Future Energy limited liability Shaanxi Shaanxi Coal mining and the Zhang Minglin RMB5.4 billion 25 Under equity
Chemical Co,. Ltd. CTL development method
project
Joint Ventures
Middlemount Joint limited liability Australia Australia Coal mining and sales About 50 Under equity
Venture method
Current assets: 540,291 2,196,345 654,572 50,268 3,052 1,051,851 326,884 2,845,869 708,914 46,395 4,358,339
Including: cash and
cash equivalents 64,514 1,328,234 104,261 4,875 51,732 2,845,849 16,050 6,842
Non-current assets 5,519,769 4,518,561 12,346,714 41,692 4,171 14,595,041 5,509,544 3,344,745 7,554,936 47,223 14,909,184
Total assets 6,060,060 6,714,906 13,001,286 91,960 7,223 15,646,892 5,836,428 6,190,614 8,263,850 93,618 19,267,523
Current liabilities 1,083,392 5,473,672 5,080,297 102,801 9,747 291,511 858,612 5,343,181 1,767,850 97,417 528,590
Non-current liabilities 1,014,144 2,094,735 19,220,656 1,034,156 1,096,000 21,656,486
Total liabilities 2,097,536 5,473,672 7,175,032 102,801 9,747 19,512,167 1,892,768 5,343,181 2,863,850 97,417 22,185,076
Minority interests
shareholders equity
attributable to the
parent company 3,962,524 1,241,234 5,826,254 -10,841 -2,524 -3,865,275 3,943,660 847,433 5,400,000 -3,799 -2,917,553
net assets calculated
on a shareholding
proportion 1,188,757 310,309 1,456,564 -4,311 -505 -1,043,624 1,183,098 211,858 1,350,000 -1,511 -787,739
Adjustment items 1,511
goodwill
unrealized profit
from insider
transaction
others 1,511
carrying amount of
equity investment
to joint ventures 1,188,757 310,309 1,456,564 -4,311 -505 -1,043,624 1,183,098 211,858 1,350,000 766
Operating income 3,888,844 300,498 895,836 50,366 3,791 1,778,339 4,630,997 307,162 81,769 1,859,246
Financial expense 118,142 52,867 3 3 119,870 10
Income tax expense 205,119 53,249 47,942 223,332 55,956
Net profit 614,345 123,800 381,402 -6,997 -1,417 661,647 144,265 -4,851 -280,590
Other comprehensive profit -1,625,392
Total comprehensive profit 614,345 123,800 381,402 6,997 1,417 661,647 144,265 -4,851 -1,905,982
dividend received
from associates for
the year of 2014 178,645 57,500 97,590 15,625
31 December 1 January
Item 2014 2014
Joint ventures:
Total carrying amount of investments 3,351 16,481
Total amount calculated using shareholding rate
Net profit 351
Other comprehensive income
Total comprehensive income 351
Associates:
Total carrying amount of investments 1 1
Total amount calculated using shareholding rate
Net profit -3,084 78,156
Other comprehensive income
Total comprehensive income -3,084 78,156
unidentified accumulated
accumulated loss in 2014 unidentified
Name of unidentified (or shared loss as at
joint venture loss in the net profit 31 December
or associates previous years in 2014) 2014
The Groups financial instruments include cash and cash equivalents, accounts receivable, other current assets,
royalty receivable, long term receivables, trading financial liability, accounts payable, other current liability,
and borrowings, etc. For detailed information of the financial instruments, please see Note VI. 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 control the above risks into a limited extent. There
has been no significant change to the Groups exposure to market risk or the manner in which it manages and
measures the risk.
The objective of risk management of the Group is to properly balance risk and income, minimize the negative
effect of risks to the business performance and maximize the benefit of shareholders and other equity investment.
Under this objective, the basic strategy of the Group is to identify and analyze all risks the Group encountering,
define appropriate risk-bearing bottom line and implement risk management, execute timely and reliable
supervision to control the risks into the given extent.
The foreign exchange risk of the Group is mainly in relation to USD. Except few subsidiaries of
the Group with its sales and purchasing denominated in USD, its main business activities are
denominated and settled in RMB. As at 31 December 2014, except for USD and sporadic EUR and
HKD balance recorded in the following table, assets and liabilities of the Group are denominated in
RMB. However, the foreign exchange risk arising from asset and liability in USD may have impact on
the operation performance of the Group.
As at December 31, 2014, monetary and non-monetary assets and liabilities are recognised at the
foreign currencies expect for the ones adopted by the Group and its subsidiaries. The carrying amount
measured at RMB is as the following:
liabilities assets
Items 31 Dec 2014 31 Dec 2013 31 Dec 2014 31 Dec 2013
The sales of the Groups subsidiaries in Australia are mainly export sales and settled in USD. For
details of foreign exchange hedging policy, please refer to Note IV. 33 The Groups operations in the
PRC do not adopt any foreign exchange hedging policy.
The interest rate risk of the Group results from interest-bearing liabilities of bank loans and bonds
payable. The financial liability of floating rate fixed rate is exposed to cash flows interest rate risk
and fair values interest rate risk, respectively. The Group can determine the relative proportion of
floating rate contracts and fixed rate contracts according to the current market condition. On 31
December 2014 year, the bearing liability of the Group was mainly floating interest rate loan contracts
denominated in RMB and USD, totalling RMB 3,109,560 (31 December 2013, RMB 2,926,405) and
fixed interest rate contracts denominated in RMB, totalling RMB2,881,094 (31 December 2013,
RMB2,446,107).
The risk of change in fair value of financial instrument arising from fluctuation of interest rate of
the Group is mainly due to the fixed interest rate of bank loan. As for the fixed interest rate loan, the
objective of the Group is to maintain floating interest rate.
The risk of changes in cash-flow of financial instrument arising from fluctuation of interest rate of the
Group is mainly due to the floating interest rate of bank loan. As for the floating interest rate loan, the
objective of the Group is maintain floating interest rate of these loans to eliminate fair value risk of
interest rate fluctuation.
3) 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 and also to price risk in non financial instruments
such as steel and metals (the Groups major raw materials). The Group currently does not have any
arrangement to hedge the price risk exposure of its investment in equity securities and its purchase of
raw materials. The Groups exposure to equity price risk through investment in listed equity securities
and also the result of the sensitivity analysis indicate that those risks are insignificant.
At 31 December 2014 and 2013, the Groups maximum exposure to credit risk which will cause a financial
loss to the Group arising from 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 department 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 management of the Company consider that the Groups credit risk
is significantly reduced.
The Group maintains its working capital with reputable banks. Therefore, 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 Groups 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.
As the Groups PRC operation 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 Groups export sales are determined by the Group, National
Coal Corporation, Shanxi Coal Corporation or Minmetals Trading.
For the years ended 31 December 2014, 2013, and 2012, sales to the Groups five largest customers
accounted for approximately 14.2%, 16.5%, and 19.4% respectively, of the Groups total revenue. Sales
to the Groups largest customer accounted for 3.7%, 5.8% and 6.3% of the Groups revenue for the years
ended 31 December 2014, 2013 and 2012 respectively. The Groups largest customer was Huadian Power
International Corporation Limited (Huadian) for the years ended 31 December 2014, 2013 and 2012.
Details of the accounts receivable from the five customers with the largest receivable balances at 31
December 2014 and 2013 are as follows:
At 31 December At 31 December
Item 2014 2013
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:
The Groups geographical concentration of credit risk is mainly in East Asia (excluding the PRC) and
Australia. As at 31 December 2014 and 2013, over 45% and 51% of the Groups total trade receivables were
from Australia and from East Asia (excluding the PRC) respectively.
The liquidity risk is the Groups impossibility to perform its financial obligations after the maturity date.
In the management of the liquidity risk, the Group monitors and maintains a level of working capital
deemed adequate by the management to perform the Groups obligations, thus will not cause loss or
damage to the reputation of the Group. Moreover, the Group analyses its debt structure and deadline
regularly and maintain sufficient fund. The management monitors the utilization of bank borrowings and
ensures compliance with loan covenants. In the meanwhile, the management keeps in touch with financial
institutions and make consultations on financing issues, to maintain enough credit limits and mitigate
liquidity risk.
The Groups main capital source is from bank borrowing. As at 31 December 2014, the unused credit limit
of bank loan of the Group was RMB 1.49 billion, (31 December 2013, RMB 1.49 billion), which is all long-
term borrowings.
The following table demonstrates the financial assets and financial liabilities the Group held according to the
maturity of undiscounted remaining contractual obligations:
31 December 2014:
Carrying
Total amount as at
Within Over undiscounted December 31,
Items 1 year 1-2 years 2-5 years 5 years cash flow 2014
3. Sensitivity analysis
The Group applies sensitivity to analyze the rationality of technical risk variables and the effect of possible changes
on profit and loss or owners equity. As any risk variable seldom varies, and correlation among variables will play
a major role in the ultimate amount of a special risk variable. Therefore, the followings are carrying out on the
assumed condition that each variable changes independently.
The following table illustrates the sensitivity when RMB appreciate or devalue for 5%. 5% movement
represents evaluation on reasonable change of foreign exchange rate for the next accounting year. Sensitivity
analysis is based on balance of monetary items measured by foreign currencies, 5% adjustment of foreign
exchange rate, and the assumption under which other factors are remained consistent. The analysis has also
included borrowings, which is neither the regular operating currencies of the borrower.
The fluctuation of market interest rate will have impact on interest income or expense of variable interest-
rate financial instrument;
For the fixed interest-rate financial instrument measured at fair value, the changes of market interest rate
can only affect its interest income or expense;
The market interest rate at the balance sheet date shows the changes of derivative financial instrument
calculated on discounted cash flow method and fair value of other financial assets and liabilities.
Based on the above-mentioned assumptions, under the prerequisite that other variables have no change,
reasonable changes that might happen in interest rate have impact on the current profit/loss and equity after
tax.
2014 2013
Interest rate impact on impact on impact on impact on
Items movement net profit owners equity net profit owners equity
Borrowings with floating interest rate Increased by 1% -244,001 -244,001 -226,900 -226,900
Borrowings with floating interest rate Decreased by 1% 244,001 244,001 226,900 226,900
1. Assets and liabilities measured at fair value by the end of 2014 and levels of fair value hierarchy
measurement
2. Financial instrument of which fair value is measured under level 1: Shares of listed companies and future
contracts purchased by the Group, which is quoted in active market. Its fair value is measured by the closing
quoted market price.
3. Financial instrument of which fair value is measured under level 2: Forward exchange and collar option,
which is not quoted in active market. Its fair value measurement is referred to the Groups valuation
techniques. Those techniques include various observable market data as factors.
1. Assets and liabilities measured at fair value by the end of 2014 and levels of fair value hierarchy
measurement (continued)
4. Financial instrument of which fair value is measured under level 3: Royalty receivable measured by
discounted future cash flows.
Yankuang Group Co. Ltd State-owned Zoucheng, Industry Zhang Xinwen 3,353,388 52.86 52.86
Enterprise Shandong processing
At 1 January At 31 December
Controlling shareholder 2014 Addition Reduction 2014
Note: At the end of this reporting period, Yankuang Group Co. Ltd. holds 180,000,000 H-shares of the Company
through its wholly-owned subsidiaries, accounting for approximately 3.66% of the Companys total issued
share capital.
2. Subsidiaries
For detailed information of subsidiaries, please refer to Note VIII, i, (1) Organisational structure of the
Group .
For detailed information of joint ventures or associates, please refer to Note VIII, ii, (1) under the chapter
Significant joint ventures or associates . Joint ventures and associates incurring related party transactions
with the Company in current year or previous years and generating balance are as the followings:
Note: Subsidiary of the Company acquired 10% share of Ashton Coal Mines Limited through which the Companys
holding in Ashton reached to 100%. Therefore Ashton is consolidated into the Companys consolidation financial
statement. Please refer to Note VII, I.
Type of related
Related parties relationship Transactions
Yankuang Group Tangcun Shiye Co., Ltd. Other enterprises under control of the same controlling Sales of goods and materials, purchase of
shareholder and ultimate controlling party materials, acceptance of labour service
Yankuang Group Dalu Machinery Co., Ltd. Other enterprises under control of the same controlling Sales of goods and materials, purchase of
shareholder and ultimate controlling party materials, acceptance of labour service
Yankuang Group Zoucheng Jinming Other enterprises under control of the same controlling Sales and purchase of materials,
Electrical and Mechanical Co., Ltd. shareholder and ultimate controlling party acceptance of labour service
Shandong Yankuang International Other enterprises under control of the same controlling Sales of goods
Coking Co., Ltd. shareholder and ultimate controlling party
Yankuang Group Donghua Logistics Co., Ltd. Other enterprises under control of the same controlling Sales of goods and material, purchase
shareholder and ultimate controlling party of goods
Yankuang Donghua Zoucheng Other enterprises under control of the same controlling Sales and purchase of goods
Haitian Trading Co., Ltd. shareholder and ultimate controlling party
Yankuang Guohong Chemicals Co., Ltd. Other enterprises under control of the same controlling Sales of goods
shareholder and ultimate controlling party
Yankuang Group Co., Ltd. (Aluminium) Other enterprises under control of the same controlling Sales of goods
shareholder and ultimate controlling party
Yankuang Group Donghua Construction Other enterprises under control of the same controlling Sales of goods, purchase of materials,
Co., Ltd. shareholder and ultimate controlling party acceptance of labour service
Yankuang Group Zoucheng Jintong Other enterprises under control of the same controlling Purchase of materials, acceptance
Rubber Co., Ltd. shareholder and ultimate controlling party of labour service
Yankuang Meihua Gongxiao Co., Ltd Other enterprises under control of the same controlling Sales and purchase of goods
shareholder and ultimate controlling party
Shandong Yankuang Jisan Electricity Co., Ltd. Other enterprises under control of the same controlling Sales of goods
shareholder and ultimate controlling party
Yankuang Group Electrical and Machinery Other enterprises under control of the same controlling Sales and purchase of materials,
Equipment Co., Ltd. shareholder and ultimate controlling party acceptance of labour service
Yankuang Group Hailu Construction Co., Ltd. Other enterprises under control of the same controlling Acceptance of labour service
shareholder and ultimate controlling party
Yankuang Donghua 37 Chu Other enterprises under control of the same controlling Sales of materials, acceptance
shareholder and ultimate controlling party of labour service
Yankuang Donghua Construction Co., Ltd., Other enterprises under control of the same controlling Sales of materials, acceptance
Geological and Mining Branch shareholder and ultimate controlling party of labour service
Type of related
Related parties relationship Transactions
Yankuang Donghua Construction Co., Ltd., Other enterprises under control of the same controlling Acceptance of labour service
Building and Installation Branch shareholder and ultimate controlling party
Yankuang Group Zoucheng Huajiang Design Other enterprises under control of the same controlling Acceptance of labour service
and Research Co., Ltd. shareholder and ultimate controlling party
Yankuang Boyang Foreign Economic and Other enterprises under control of the same controlling Sales of goods
Trading Co., Ltd. shareholder and ultimate controlling party
Yankuang Donghua Zoucheng Haitian Other enterprises under control of the same controlling Purchase of materials
Trading Co., Ltd. shareholder and ultimate controlling party
Yankuang Group Changlong Cable Co., Ltd. Other enterprises under control of the same controlling Purchase of materials
shareholder and ultimate controlling party
Yankuang Group Fuxing Shiye Co., Ltd. Other enterprises under control of the same controlling Purchase of materials
shareholder and ultimate controlling party
Yankuang Group Labour Service Co., Ltd. Other enterprises under control of the same controlling Purchase of materials, acceptance
shareholder and ultimate controlling party of labour service
Yankuang Group Zoucheng Dehailan Other enterprises under control of the same controlling Purchase of materials
Rubber Co., Ltd. shareholder and ultimate controlling party
Zoucheng Shuangye Clothing Co., Ltd. Other enterprises under control of the same controlling Purchase of materials
shareholder and ultimate controlling party
Yanzhou Dongfang Jidian Co., Ltd. Other enterprises under control of the same controlling Sales of goods, purchase of materials,
shareholder and ultimate controlling party acceptance of labour service
Yankuang Group Finance Co., Ltd Other enterprises under control of the same controlling Deposit, financial service
shareholder and ultimate controlling party
Other entities with common controlling party Other enterprises under control of the same controlling Sales and purchase of materials,
shareholder and ultimate controlling party acceptance of labour service
Noble Group Other related parties Dealing accounts, sales of goods,
rendering of service, acceptance
of service
2. Guarantee
Note1: The Companys controlling shareholder, Yankuang Group, provides guarantee for the Company, for issuance of
corporate bond of RMB10 billion.
Note 2: The Company provides guarantee for its subsidiary, Yancoal International, for issuance of corporate bond of
USD1 billion.
Note 3: The Company provides guarantee for its subsidiary, Yancoal Trading, for issuance of perpetual bond of USD300
million.
The trademark of the Company registered and owned by the controlling shareholder, is used by the
Company for free.
4. Transactions with Yankuang Group Finance Company Limited and Middlemount Mine
As at the end of this reporting period, the balance of deposits of the Company in Yankuang Group Finance
Company Limited was RMB927.25 million and the interest income during this reporting period was
RMB4.44 million.
During the reporting period, the amount of long-term loans of the Company from Yankuang Group
Finance Company Limited was RMB227.79 million, including: USD5.36 million and RMB195 million. And
the interest expense was RMB2.60 million. The amount of short-term loans was RMB100 million and the
interest expense was RMB7.31 million.
As at the reporting date, Yancoal Australia, the subsidiary of the Company, provided loans of AUD339.97
million, with newly-increased principal of AUD28.5 million during the reporting, to Middlemount Joint
Venture, the interest receivable is AUD19.21 million.
6. Other transactions
Pursuant to an agreement signed between the Company and Yankuang Group, Yankuang Group manages
staff social insurance for the Company. Such expenses of the Company for 2014 and 2013 are RMB1.1878
billion and RMB1.42851 billion respectively.
Pursuant to an agreement signed between the Company and Yankuang Group, Yankuang Group manages
the retired personnel for the Company. Such expenses of the Company for 2014 and 2013 are RMB609.12
million and RMB327.62 million, respectively.
Pursuant to an agreement signed by the Company and Yankuang Group, the department and subsidiaries
of Yankuang Group provided the following services and charged related service fees during the year,
transaction price is determined based on market price, government pricing or negotiated price. Details are as
following:
2014 2013
Items (RMB0000) (RMB0000)
1. Receivables
2. Payables
At 31 December At 1 January
Payables Related parties 2014 2013
XII. CONTINGENCY
As at As at
31 December 1 January
Items 2014 2014
2. Zhongxin Daxie Fuel Co., Ltd. (Zhongxin Daxie), as the plaintiff, brought a civil litigation against the Company,
as the defendant, at the Shandong Provincial Higher Peoples Court, alleging a failure by the Company to perform
its delivery obligations under Coal Sales Contract between the parties. Zhongxin Daxie sued for the termination
of the coal sales contract, return of payments for goods and damage in an amount of RMB163.6 million. It was
the first instance judgment of the Shandong Provincial Higher Peoples Court that: Zhongxin Daxies claim was
rejected. On 30 June 2014, the Company received the Notice of the Decision on Appeal from the Supreme Peoples
Court of the Peoples Republic of China. As at the disclosure date of this report, the case has not yet been heard.
3. Except for the contingencies stated above and included in Note XI, ii, 2, as at 31 December 2014, the Group does
not have any other significant contingencies.
XIII. COMMITMENTS
(1) In August 2006, the Company entered into an agreement with two independent third parties to establish
a company to operate Yulin Yushuwan Coal Mine in Shaanxi. Pursuant to agreement, the Company
shall pay RMB196.80 million and the Company has paid RMB117.93 million (note VI. 20). By the end
of the reporting period, RMB78.87 million is still not paid by the Company. As at this reporting date,
the Companys application legal files for establishment and registration have been handled to National
Development and Reform Committee (Shan Development and Reform Coal and Electricity (2009) No.
1652) and related government departments, and are still waiting to be approved.
(2) The Company entered into equity transfer agreements and supplementary agreements with three
independent third parties during 2010-2012 to acquire 74.82% equity interests of Inner Mongolia Haosheng
Coal Mining Company Limited. According to several capital increase resolutions of the board of Inner
Mongolia Haosheng Coal Mining Company Limited during 2011-2012, the Company needed to pay
RMB7.361 billion for equity transfer and capital increase. As at the end of the reporting period, RMB4.84303
billion has been paid by the Company and RMB2.51797 billion was still unpaid.
As at 31 December 2014 (T), the amount shall be carried by the Group for irrevocable operating lease and
financing lease of machinery and equipments, buildings, etc. are stated as the follows:
3. As at 31 December 2014, the Groups other commitments which have not been recognized in the financial
statements are as follows:
Except for the above stated commitments, the Company has no other significant commitments to claim by 31
December 2014.
1. Profit distribution
Items Content
Proposed profit or dividend distribution As approved in the seventh meeting of the sixth session of
the Board of Directors on 27 March 2015, the Company
proposed to declare a cash dividend payable of RMB98.37
million at RMB0.2 per ten share (tax include)
Declared profit or dividend distribution after As approved by the 2013 Board of Directors Meeting, the
review and approval actual dividend distribution is RMB98.37 million.
2. Except for the above stated events, the Group has no other significant events after balance sheet day to claim.
1. Leases
(1) At 31 December 2014, the carrying amount of fixed assets leased by the Group through leaseback financing
lease was RMB 1.81 billion. See Note VI.13.(2) for fixed assets by financial leases.
(2) At 31 December 2014, minimum finance lease payment was RMB 207 million. See Note XIII.2 for the
minimum finance lease payment.
(3) At 31 December 2014, minimum payment of significant operating leases was RMB 286 million. See Note
XIII.2 for the minimum payment of significant operating leases.
Pursuant to Temporary Management Measurements for Deposit of Shandong Province Mine Geological
Environment Restoration with the code of Lucaizheng (2005) No.81 and respective regulations issued by the
Shandong Province Finance Bureau and Shandong Provincial Department of Land & Resources, the mining
rights owners shall implement obligation of mine environment restoration and hand in geological environment
restoration deposit. The interests and principal of the deposit shall be returned to the mining rights owners after
the acceptance of such restorations. In accordance with the provisions of such regulation, the Company and the
subsidiary Heze Neng Hua shall hand in the deposit of RMB 1,732.84 million and RMB 903.19 million before the
expiration of mining rights. By the end of the reporting period, the Company and the subsidiary Heze Neng Hua
have handed in RMB 1,000 million and RMB 52 million. In addition, pursuant to the provisions of Notice of
Withdrawal Management of Mine Environment Restoration Guarantee Deposit (Experimental) issued by Shanxi
government (Jinzhengfa (2007) No. 41), by the end of the reporting period, Heshun Tianchi, the subsidiary of the
Company has paid the environmental guarantee deposits RMB43.49 million.
Since 2013, Australian Tax Office (ATO) has conducted a tax review of Yancoal Australia, a subsidiary of the
Company. This tax review has been continued till this reporting period and part of the tax issues have been
rechecked by ATO. As at 31 December 2014, Yancoal Australia Limited and ATO were discussing the outstanding
events. It is expected that the tax review conclusion will be fulfilled at the first half of 2015 and it will not have
significant effect on financial position of Yancoal Australia.
Yancoal Aaustralia, the subsidiary of the Company, submitted the document of offering financial support to
Middlemount Joint Ventrue in 2014, commitment:
Yancoal Australia will not require Middlemount Joint Venture repay any debts, except Middlemount Joint
Venture agree to repay or otherwise specified in the loan agreement.
Yancoal Australia provides financial support to Middlemount Joint Venture, making it be able to repay the due
debts. The borrowing amount will be determined on Yancoal Australias equity holdings and the required amount
of the loan.
Unit: RMB000
Methanol,
Coal Railway Electricity Inter-
mining transportation power Undistributed segment
Items business business and heat items elimination Total
Unit: RMB000
Methanol,
Coal Railway Electricity Inter-
mining transportation power Undistributed segment
Items business business and heat items elimination Total
1. Accounts receivable
Accounts receivables
accrued bad debt
provision as per portfolio
Accounting aging portfolio 305,105 56 13,588 4.45 291,517 168,809 36 8,180 4.85 160,629
Risk-free portfolio 237,059 44 237,059 303,447 64 303,447
The subtotal of portfolio 542,164 100 13,588 2.51 528,576 472,256 100 8,180 1.73 464,076
1) Accounts receivables in the portfolio accrued the bad debt provisions as per accounting aging analysis
method:
2) Accounts receivables in the portfolio accrued the bad debt provision under other method:
At 31 December 2014
Accounts Bad debt Accrued
Item receivable provision proportion (%)
Total 237,059
(2) There was no bad debt provision accrual, reversal (or recover) during the reporting period.
(3) There were no accounts receivables wrote off during the reporting period.
2. Other receivables
Accounts receivables
accrued bad debt
provision as per portfolio
Accounting aging portfolio 15,112 13,968 92.43 1,144 17,141 15,091 88.04 2,050
Risk-free portfolio 3,996,572 100 3,996,572 11,662,011 100 11,662,011
The subtotal of portfolio 4,011,684 100 13,968 0.35 3,997,716 11,679,152 100 15,091 0.13 11,664,061
The receivables without
individual significant
amount accruing bad
debts provisions 3,163 3,163 100
1) Other receivables in the portfolio accrued the bad debt provisions as per accounting aging analysis
method:
2) Other accounts receivables in the portfolio accrued the bad debt provision under other method:
At 31 December 2014
Other accounts Bad debt Accrued
Item receivable provision proportion (%)
Total 3,996,572
Risk-free portfolio includes balance between the Company and its subsidiary with the amount of RMB
3.63 billion.
3) Other accounts receivables without individual significant amount accruing bad debt provision by the
end of 2014
(2) There was no bad debt provision accrual, reversal (or recover) during the reporting period.
(3) There were no other accounts receivables written off during the reporting period.
Carrying Carrying
amount at amount at
Nature 31 Dec. 2014 1 Jan. 2014
Provision for
impairment
Current year as at
1 January 31 December accrual for 31 December
Investees 2014 Increase Decrease 2014 impairment 2014
Provision for
Adjustment Cash or impairment
Investment on other Movement share as at 31
1 January income under comprehensive of other dividends Impairement 31 December December
Investees 2014 Increase Decrease equity method income equity declared accrual Others 2014 2014
I. Joint venture
Shengdi Fenlei Coal
Preparation and
Engineering
Technology
(Tianjin) Co., Ltd. 3,000 351 3,351
II. Associates
China HD Zouxian
Co., Ltd. 1,183,098 184,304 -178,645 1,188,757
Yankuang Group
Finance Co., Ltd. 211,858 125,000 30,950 -57,500 310,308
Shaanxi Future Energy
Chemical Co., Ltd. 1,350,000 95,351 11,213 1,456,564
Shandong Shengyang
Wood Co., Ltd.
Jining Jiemei New
Wall Materials
Co., Ltd.
2014 2013
Operation Operation Operation Operation
Items revenue cost revenue cost
5. Investment income
Investment income for long-term equity investment under cost method 3,947
Investment income for long-term equity investment under equity method 310,955 233,896
Investment income of trusted loan during holding period 969,945 760,993
Investment income of available-for-sale financial assets
during holding period 7,385 4,482
Investment income of trading financial liabilities during holding period -37
Investment income from disposal on foreign currencies forward contract 66,913
Investment income of financial liabilities at fair value through
profit or loss when they are recognized
The financial statements have been approved by board of directors on 27 March 2015.
SUPPLEMENT
1. Extraordinary gain
Pursuant to Explanation to Information Disclosure and Presentation Rules for Companies Making Public Offering No.1
Extraordinary Gain (2008), extraordinary gains of the Group for the year of 2014 are as follows:
Note: Other items that meet the definition of extraordinary gain or loss is the interest occupied by the fund of the Company and
its subsidiaries, which is relieved by Finance Department of Inner Mongolia Autonomous Region and Bureau of Territorial
Resources.
Pursuant to Information Disclosure and Presentation Rules for Companies Making Public Offering No.9 computation
and disclosure of Return on net assets and earnings per share (revised in 2010) issued by China Securities Regulatory
Commission, the weighted average return on net assets and earnings per share of the Company in 2014 are as follows:
SUPPLEMENT (continued)
Differences of net profit and net assets in the financial statements under CASs and IFRS.
Note 2: As mentioned in Note II.25, according to the requirements of related instate of Chinese government, enterprises in coal
industry should accrual safety production fees and similar fees, and recognized in profit and loss for the current period
and individually reflected in special reserves in owners equity. Where there are fixed assets arising from the use of special
reserves in required range, the amount should be recognized in related cost and the accumulated depreciation should be
fully transferred out. In accordance with IFRS, however, these fees should be recognized when they occurred. Fixed assets are
recognized when related capital expenditure occurs and provided for depreciation using related method.
Note 3: In accordance CAS, the perpetual capital notes issued by the parent company are presented in financial statements as
owners equity attributed to the parent company, while the perpetual capital notes issued by the subsidiaries are presented as
minority interest. Under IFRS, however, these notes should be individually presented.
Note 4: In accordance with CAS, the provision of impairment on long-term assets cannot be reversed once it is recognized. Under,
IFRS, however, the provision for impairment on long-term assets can be reversed.
Note 5: There are differences of tax and minority interest arising from the above differences of standards.
1. Completed financial statements of the Company with the corporate seal affixed and signed by the legal representative,
person responsible for accounting work and responsible person of the accounting department;
2. Original of auditors report sealed and signed by the Certified Public Accountants
3. All documents and announcements published during the reporting period in newspapers designated by the CSRC; and
4. The full text of the annual report released in other securities markets.
Li Xiyong
Chairman
Yanzhou Coal Mining Company Limited
27 March 2015
Xinglong
Nantun zhuang Baodian Dongtan Jining II Jining III Total
Background Data:
Commencement of construction 1966 1975 1977 1979 1989 1993 N/A
Commencement of commercial production 1973 1981 1986 1989 1997 2000 N/A
Coalfield area (square kilometers) 35.2 56.23 37.0 60.0 87.1 105.1 380.63
Location Jining City, Shandong Province N/A
Reserve Data:
(million tonnes as of 31 December 2014)
Available reserves(1) 228.60 520.79 374.03 628.30 795.00 794.06 3340.78
Total proven and probable reserves(2) 101.96 288.56 256.25 421.39 392.36 197.63 1658.15
Mining recovery rate (%)(3) 83.40 79.86 79.21 82.10 82.04 80.60 N/A
Type of coal Thermal Thermal Thermal Thermal Thermal Thermal N/A
coal coal coal coal coal coal
Note:
(1) Based on the standards in the Solid Mineral Resource/Reserve Classification of the PRC (GB/T17766-1999) (PRC Standards),
available reserves are the sum of basic reserves and resources. Basic reserves generally refers to measured and indicated economical
reserves prior to deduction of design and extraction losses. Resources refers to the sum of a part of identified mineral resources and
undiscovered resources.
(2) The proven and probable reserves of the above coal mines are based on the report dated February 6, 1998 prepared by International
Mining Consultants Limited, a UK-based company, in accordance with the standards in Industry Guide 7.
Under Industry Guide 7, proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops,
trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling and (b) the sites for
inspection, sampling and measurement are spaced very closely and the geologic features have been clearly identified enabling the
accurate ascertainment as to the size, shape, depth and mineral deposits of the reserve. probable reserves are reserves that are
computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are
further apart or are otherwise less adequately spaced. Although the degree of certainty of probable reserves, is lower than that for
proven reserves, it is high enough to assume continuity between points of observation.
The total proven and probable reserves as of the end of a year are derived by deducting the proven and probable reserves consumed
in the coal production in the same year from the proven and probable reserves as of the end of the immediately preceding year. The
difference between proven reserves and/or probable reserves is hard to determine or define.
(3) The mining recovery rate is the rate of the amount of coal recovered from a determined amount of proven and probable reserves,
which is calculated by dividing the actual volume of coal recovered in a year by the volume of proven and probable reserves mined and
consumed in the same year.
Background Data:
Commencement of construction(1) 2004 2004 N/A
Commencement of commercial production(1) 2006 2009 N/A
Coalfield area (square kilometers) 18.7 143.36 162.06
Location Heshun County, Heze City, N/A
Shanxi Shandong
Province Province
Reserve Data:
(million tonnes as of 31 December 2014)
Available reserves(2) 116.95 408.78 525.73
Recoverable reserves(3) 23.31 97.68 121.19
Mining recovery rate (4) (%) 75.0 84.2 N/A
Type of coal Thermal coal 1/3 coking coal N/A
Note:
(1) With respect to the Tianchi Coal Mine, the commencement of construction refers to capacity expansion and technology upgrade
undertaken before the Companys 2006 acquisition; the commencement of commercial production refers to the resumption of
production after completion of the foregoing expansion and upgrade.
(2) Based on the standards in the Solid Mineral Resource/Reserve Classification of the PRC (GB/T17766-1999) (PRC Standards),
available reserves are the sum of basic reserves and resources. Basic reserves generally refers to measured and indicated economical
reserves prior to deduction of design and extraction losses. Resources refers to the sum of a part of identified mineral resources and
undiscovered resources.
(3) The recoverable reserves of the above coal mines are based on the report prepared by Minarco AsiaPacific Pty Limited in May 2006
in accordance with the standards in the JORC Code as revised in 2004. Recoverable reserves generally refer to proved and probable
reserves under the JORC Code as revised in 2004. Proved reserves are the economically mineable part of a measured coal resource
and probable reserves are the economically mineable part of an indicated, and in some circumstances, measured coal resource. Both
proved reserves and probable reserves incorporate mining dilution and allow for mining losses and are based on an appropriate
level of mine planning, mine design and scheduling.
(4) The mining recovery rate is the rate of the amount of coal recovered from a determined amount of proven and probable reserves,
which is calculated by dividing the actual volume of coal recovered in a year by the volume of proven and probable reserves mined and
consumed in the same year.
Background Data:
Commencement of construction 1972 1981 1996 N/A
Commencement of commercial production 1976 1988 2004 1997 N/A
Coalfield area (square kilometers) 29.3 27.46 9.26 9.36 75.38
Location Jining City, Jining City, Ordos, Inner Ordos, Inner N/A
Shandong Shandong Mongolia Mongolia
Province Province
Reserve Data:
(million tonnes as of 31 December 2014)
Available Reserves(1) 74.35 88.15 28.33 44.15 234.98
Mining Recovery Rate(2) (%) 87.30 86.70 85.36 85.48 N/A
Type of coal Thermal coal Thermal coal Thermal coal Thermal coal N/A
Note:
(1) Based on the standards in the Solid Mineral Resource/Reserve Classification of the PRC (GB/T17766-1999) (PRC Standards),
available reserves are the sum of basic reserves and resources. Basic reserves generally refers to measured and indicated economical
reserves prior to deduction of design and extraction losses. Resources refers to the sum of a part of identified mineral resources and
undiscovered resources.
(2) The mining recovery rate is the rate of the amount of coal recovered from a determined amount of proven and probable reserves,
which is calculated by dividing the actual volume of coal recovered in a year by the volume of proven and probable reserves mined and
consumed in the same year.
Background Data:
Commencement of construction(1) 1998 1981 2003 2009 1998 2001 2009 N/A
Commencement of commercial production(1) 2000 1982 2004 2010 1999 2001 2011 N/A
Coalfield area (square kilometers)(2) 160 220 16 120 163 106 28 813
Location New South Queensland New South New South New South New South Queensland N/A
Wales Wales Wales Wales Wales
Reserve Data:
(million tonnes as of 31 December 2014)
Recoverable reserves(3) 43.6 47.6 55.3 330.4 52.2 128.7 84.0 741.8
Type of coal Semi-hard PCI coal Semi-soft Thermal Semi-hard Semi-soft Coking Coal. N/A
coking coal coking coal coal coking coal coking coal PCI coal
Note:
(1) The Austar Coal Mine was closed in 2003 as the result of an underground fire. The Company acquired Austar Coal Mine in 2004
and implemented a production expansion and technology upgrade in 2005. Austar Coal Mine resumed part of its operation in
October 2006. Each of the Ashton Coal Mine and Moolarben Coal Mine has an open-pit coal mine and an underground coal mine.
The commencement of commercial production indicates the time when the open-pit mines, the earlier of the two types of mines,
commenced commercial production.
(2) The coalfield area refers to the area of current leased land for mining, excluding the area on which the Company own prospecting
rights.
(3) The recoverable reserves of the above coal mines are based on the report prepared by the competent persons appointed by Yancoal
Australia and such reserves refer to total proved and probable reserves that were prepared in accordance with the standards in the
JORC Code (2012).
The reasons of the difference between the reserve data of the above coal mines compared to the past annual information disclosure are
mainly change of the standards in the JORC Code(2004) to JORC Code(2012) and the regular factors affecting the production process.
(4) Middlemount Mine is a joint venture operated by Yancoal Australia and the third party, which is not consolidated in the financial
statement of the Group.
Background Data:
Commencement of construction 2009 1996 N/A
Commencement of commercial production 2010 1996 N/A
Coalfield area (square kilometers)(1) 300 171 471
Location Queensland Western N/A
Australia
Reserve Data:
(million tonnes as of 31 December 2014)
Recoverable reserve(2) 236.1 69.8 305.9
Type of coal Thermal coal Thermal coal N/A
Note:
(1) The coalfield area of operating mine refers to the area of current leased land for mining.
(2) The recoverable reserves of the above coal mines are based on the report prepared by the competent persons appointed by Yancoal
International (Holding) which have been acquired by Yancoal Australia and such reserves refer to total proved and probable reserves
that were prepared in accordance with the standards in the JORC Code.
2014
Annual Report