Interim Report
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(在中華人民共和國注冊成立的股份有限公司) (A joint stock limited company incorporated in the People’s Republic of China with limited liability) 中期報告2015 Interim Report 2015 二零一 五 年中期報告 2015 Interim Report IMPORTANT NOTICE 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 this interim report (the “Interim Report”) and there are no any misrepresentations, misleading statements contained in or material omissions from the Interim Report for which they shall assume joint and several responsibilities. The Interim Report 2015 of Yanzhou Coal Mining Company Limited has been approved by the eleventh meeting of the sixth session of the Board. All ten Directors attended the meeting. The Interim Report 2015 of Yanzhou Coal Mining Company Limited has been reviewed and approved by the audit committee of the Board. The Company does not distribute profi t in the fi rst half of 2015. There is no capital reserve transferred to share capital inhe t reporting period. The fi nancial statements in this Interim Report have not been audited. There was no appropriation of funds of the Company by the Controlling Shareholder and its related parties in non-operational activities. There were no guarantees granted to external parties by the Company which are against the prescribed decision-making procedures. Mr. Li Xiyong, Chairman of the Board, Mr. Wu Yuxiang, Chief Financial Offi cer, and Mr. Zhao Qingchun, General Manager Assistant and Head of Finance Management Department, hereby warrant the authenticity, accuracy and completeness of the fi nancial report in this Interim Report. The forward-looking statements contained in this Interim Report regarding the Company’s future plans do not constitute any substantive commitment to investors and investors are reminded of investment risks and to exercise caution in their investment. Yanzhou Coal Mining Company Limited Interim Report 2015 1 CONTENTS DEFINITION . 3 Chapter 1 GROUP PROFILE AND GENERAL INFORMATION . 6 Chapter 2 BUSINESS HIGHLIGHTS. 8 Chapter 3 BOARD OF DIRECTORS’ REPORT . 11 Chapter 4 SIGNIFICANT EVENTS . 38 Chapter 5 CHANGES IN SHARES AND SHAREHOLDERS . 52 Chapter 6 DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES . 57 Chapter 7 FINANCIAL REPORTS . 60 Chapter 8 DOCUMENTS AVAILABLE FOR INSPECTION. 244 2 Yanzhou Coal Mining Company Limited Interim Report 2015 DEFINITION In this Interim 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 incorporated “the Company” under the laws of the PRC in 1997 and the H Shares, the ADSs and A Shares of which are listed on the Hong Kong Stock Exchange, New York Stock Exchange Inc. and the Shanghai Stock Exchange, respectively; “Group” or “the Group” the Company and its subsidiaries; “Yankuang Group” or Yankuang Group Company Limited, a company with limited liability reformed and “the Controlling Shareholder” established in accordance with PRC laws 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 this 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 operation of the 0.6 million tonnes 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 fi eld 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; “Hua Ju Energy” Shandong Hua Ju Energy Company Limited, a joint stock limited company incorporated under the laws of the PRC in 2002 and a 95.14% owned subsidiary of the Company, mainly engages in the thermal power generation by gangue and slurry, and heat supply; “Ordos Neng Hua” Yanzhou Coal Ordos Neng Hua Company Limited, a company with limited liability incorporated under the laws of the PRC in 2009 and a wholly-owned subsidiary of the Company, mainly engages in the development of coal resources and chemical projects of the Company in the Inner Mongolia Autonomous Region; “Haosheng Company” Inner Mongolia Haosheng Coal Mining Company Limited, a company with limited liability incorporated under the laws of the PRC in 2010 and a 74.82% owned subsidiary of the Company, mainly engages in the project development of Shilawusu coal fi eld located in Ordos, Inner Mongolia Autonomous Region; Yanzhou Coal Mining Company Limited Interim Report 2015 3 DEFINITION – CONTINUED “Donghua Heavy Industry” Yankuang Donghua Heavy Industry Company Limited, a company with limited liability incorporated under the laws of the PRC in 2013 and a wholly-owned subsidiary of the Company, mainly engages in the design, manufacturing, installation, repairing and maintenance of the Company’s mining equipment, electromechanical equipments and parts; “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; “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 specifi cally used for transportation of coal 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 listed 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 listed on the Shanghai Stock Exchange; “ADSs” American depositary shares, each representing ownership of 10 H Shares, which are listed on New York Stock Exchange Inc.; “PRC” The People’s Republic of China; “CASs” or “ASBEs” Accounting Standard for Business Enterprises and the relevant explanations issued by the Ministry of Finance of PRC; “IFRS” International Financial Reporting Standards issued by the International Accounting Standard Board; “CSRC” China Securities Regulatory Commission; “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; “Shanghai Stock Exchange” the Shanghai Stock Exchange; “Articles” the articles of association of the Company; “Shareholders” the shareholders of the Company; 4 Yanzhou Coal Mining Company Limited Interim Report 2015 DEFINITION – CONTINUED “Directors” the directors of the Company; “Board” the board of directors of the Company; “Supervisors” the supervisors of the Company; “RMB” Renminbi, the lawful currency of the PRC, unless otherwise specifi ed; “AUD” Australian dollars, the lawful currency of Australia; and “USD” the United States dollars, the lawful currency of the United States. Yanzhou Coal Mining Company Limited Interim Report 2015 5 CHAPTER 1 GROUP PROFILE AND GENERAL INFORMATION (1) Statutory Chinese Name: 兖州煤业股份有限公司 Abbreviation of Chinese Name: 兖州煤业 Statutory English Name: Yanzhou Coal Mining Company Limited Abbreviation of English Name: Yanzhou Coal (2) Legal Representative: Li Xiyong (3) Authorized Representatives of the Hong Kong Stock Exchange: Wu Yuxiang, Zhang Baocai Secretary to the Board/Company Secretary: Zhang Baocai Address: Offi ce of the Secretary to the Board, 298 Fushan Road South, Zoucheng City, Shandong Province, PRC Tel: (86537) 5382319 Fax: (86537) 5383311 E-mail Address: [email protected] Representative of the Shanghai Stock Exchange: Jin Qingbin Address: Offi ce of the Secretary to the Board, 298 Fushan Road South, Zoucheng City, Shandong Province, PRC Tel: (86537) 5393760 Fax: (86537) 5383311 E-mail Address: [email protected] (4) Registered Address : 298 Fushan Road South, Zoucheng City, Shandong Province, PRC Offi ce Address: 298 Fushan Road South, Zoucheng City, Shandong Province, PRC Postal Code: 273500 Offi cial Website: http: //www.yanzhoucoal.com.cn E-mail Address: [email protected] (5) Newspapers for information disclosure in PRC: China Securities Journal, Shanghai Securities News Website for publishing the Company’s Interim Report in PRC: http: //www.sse.com.cn Websites for publishing the Company’s Interim Report overseas: http: //www.hkexnews.hk http: //www.sec.gov Interim Report are available at: Offi ce of the Secretary to the Board, Yanzhou Coal Mining Company Limited 6 Yanzhou Coal Mining Company Limited Interim Report 2015 CHAPTER 1 GROUP PROFILE AND GENERAL INFORMATION – CONTINUED (6) Places of Listing, Stock Abbreviation and Stock Code A Shares — Place of listing: The Shanghai Stock Exchange Stock Abbreviation: Yanzhou Mei Ye Stock Code: 600188 H Shares — Place of listing: The Stock Exchange of Hong Kong Limited Stock Code: 1171