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MMR 2010 Annual Report

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MMR 2010 Annual Report BIGGER, STRONGER AND READY TO GROW 2010 ANNUAL REPORT MINMETALS RESOURCES LTD MMG 12th Floor, China Minmetals Tower Level 23, 28 Freshwater Place 79 Chatham Road South Southbank Victoria 3006 Australia Tsimshatsui Kowloon Hong Kong GPO Box 2982 Melbourne Victoria 3001 t 852 2613 6300 f 852 2840 0580 t 61 3 9288 0888 f 61 3 9288 0800 e [email protected] e [email protected] w www.minmetalsresources.com w www.mmg.com Processing operations at Century, Queensland. CONTENTS CORPORATE INFORMATION 6 FINANCIAL HIGHLIGHTS 7 CHAIRMAN’S REVIEW 8 CHIEF EXECUTIVE OFFICER’S REVIEW 10 GROUP LOCATIONS 14 OPERATIONAL REVIEW 16 EXPLORATION AND PROJECT DEVELOPMENT 24 EXPLORATION 26 RESOURCES AND RESERVES STATEMENT 28 SUSTAINABILITY 34 MANAGEMENT DISCUSSION AND ANALYSIS 38 DIRECTORS AND SENIOR MANAGEMENT 50 DIRECTORS’ REPORT 55 CORPORATE GOVERNANCE report 67 INDEPENDENT AUDITOR’S REPORT 74 FINANCIAL REPORT 77 GLOSSARY 160 2010 ANNUAL REPORT 1 Concentrate loading at Golden Grove, Western Australia. Aluminium coils at North China Aluminium, Zhuozhou, China. 2 GROWING A GLOBAL BUSINESS Minmetals Resources, with the acquisition of MMG, has transformed itself into a significant upstream diversified base metals company. Minmetals Resources is set to become bigger and more profitable by maximising its returns from discovering, acquiring, developing and sustainably operating resource projects around the world. Minmetals Resources is now one of the world’s largest producers of zinc and a substantial producer of copper, lead, gold and silver. 3 Mining operations at Sepon, Lao PDR. Finished copper rod at Changzhou Jinyuan Copper, Changzhou, China. 4 GROWING A STRONGER FUTURE In the short term, the acquisition of MMG has increased cash flow and profitability. Long term vision is for ambitious growth led by an experienced management team. Minmetals Resources will now focus its growth on becoming an international, diversified, upstream base metals producer with copper, zinc, lead, nickel and alumina/bauxite production. The company is well positioned for strong growth in line with this strategy. 5 BOARD OF DIRECTORS SAFETY, HEALTH, ENVIRONMENT REGISTERED OFFICE AND Chairman AND COMMUNITY COMMITTEE PRINCIPAL PLACE OF BUSINESS LI Fuli (Non-Executive Director) Chairman 12th Floor, China Minmetals Tower Peter CASSIDY 79 Chatham Road South Vice Chairman Tsimshatsui, Kowloon HAO Chuanfu (Executive Director) Members Hong Kong Andrew MICHELMORE Executive Directors JIAO Jian Andrew MICHELMORE MMG HEAD OFFICE (Chief Executive Officer) Level 23, 28 Freshwater Place David LAMONT DISCLOSURE COMMITTEE Southbank Victoria 3006 (Chief Financial Officer) Members Australia Andrew MICHELMORE LI Liangang David LAMONT WEBSITES Non-Executive Directors www.minmetalsresources.com JIAO Jian Nick MYERS www.mmg.com XU Jiqing Bruce LOVEDAY LEUNG Suet Kam, Lucia, FCIS, FCS WANG Lixin SHARE LISTING Independent Non-Executive The Stock Exchange Directors COMPANY SECRETARY of Hong Kong Limited LEUNG Suet Kam, Lucia, FCIS, FCS TING Leung Huel, Stephen, FCCA, Stock Code: 1208 FCPA (Practising), ACA, FTIHK LOONG Ping Kwan LEGAL ADVISER Deacons, Hong Kong Peter CASSIDY AUDITOR AUDIT COMMITTEE PricewaterhouseCoopers Chairman Certified Public Accountants TING Leung Huel, Stephen, FCCA, FCPA (Practising), ACA, FTIHK SHARE REGISTRAR Members Computershare Hong Kong Investor XU Jiqing Services Limited LOONG Ping Kwan 17th Floor, Hopewell Centre Peter CASSIDY 183 Queen’s Road East Hong Kong REMUNERATION AND NOMINATION COMMITTEE PRINCIPAL BANKERS Chairman Bank of China Limited Peter CASSIDY China Development Bank Corporation CITIC Bank International Limited Members Additional Shareholder Information JIAO Jian Industrial and Commercial Bank The Chinese version of the Annual Report WANG Lixin of China Limited is prepared based on the English version. TING Leung Huel, Stephen, FCCA, Standard Chartered Bank If there is any inconsistency between the English and Chinese version of the (Hong Kong) Limited FCPA (Practising), ACA, FTIHK 2010 Annual Report, the English text LOONG Ping Kwan Westpac Banking Corporation shall prevail. CORPORATE INFORMATION 6 TOTAL ASSETS TOTAL EQUITY (US$ MILLION) (US$ MILLION) 3,466.9 3,098.2 1,212.1 .9 1 4 4 . 6 533 962.4 2008 2009 2010 2008 2009 2010 PROFIT ATTRIBUTABLE TO EQUITY NET CASH GENERATED HOLDERS OF THE COMPANY FROM OPERATIONS (US$ MILLION) (US$ MILLION) 9.4 16.2 0 8 4 15.8 2 6 289.0 . .7 7 7 4 1 2008 2009 2010 2008 2009 2010 FINANCIAL HIGHLIGHTS 7 RESULTS On 31 December 2010, following overwhelming support from shareholders at the Minmetals Resources Limited (the Company) extraordinary general meeting (EGM) on 9 December, the Company completed the acquisition of the Minerals and Metals Group (MMG) business from China Minmetals Non-Ferrous Metals Company Mr Michelmore has been appointed as Chief Limited (CMN). The Company’s reported Executive Officer (CEO) of the Company, and consolidated financial results for 2010 include Mr Lamont as the Chief Financial Officer (CFO). MMG’s performance and thus reflect both the Mr Jiao Jian, President of CMN, joined the Board past year and also the exciting future facing as a Non-Executive Director, and Dr Peter Cassidy the Company. also joined the Board, as an Independent Non-Executive Director. Overall, the Company generated net profit after tax of US$430.4 million on revenues of US$3.6 Mr Hao Chuanfu, formerly President of the billion. The Chief Executive Officer’s Report will Company, remains an Executive Director and analyse this excellent result in more detail. has also been appointed as the Vice-Chairman of the Board. BOARD AND SENIOR MANAGEMENT Mr Li Dongsheng, an Independent Non-Executive Following the acquisition of MMG, we made a Director, resigned from the Board, as have number of changes to both our Board of Directors Madame Shen Ling and Mr Zong Qingsheng and senior management. (both formerly Non-Executive Directors), and Mr Andrew Michelmore and Mr David Lamont Mr Zhan Wei, formerly an Executive Director. joined the Board as Executive Directors. CHAIRMAN’S REVIEW 8 I wish to record my thanks to those Directors who have The Company intends to exercise some or all of the recently resigned for their contribution to the Company Specific Mandate before 31 July 2011, subject to market over the years and, in particular, for their efforts in conditions. The Company has not yet determined the enabling the acquisition of MMG to be completed. amount of capital it will seek to raise but, because of stronger cash flow resulting from improved commodity BUSINESS STRATEGY prices and good production levels, the capital to be raised In my letter that was included in the Shareholder Circular is likely to be less than the amount mandated. In any for the EGM last December, I invited shareholders to vote event, the Company will undertake one capital raising in favour of the acquisition of MMG in order to support only. If it does not exercise the full amount of the Specific the creation of a powerful new force in international Mandate, that unused portion will lapse. resources mining, and to transform the Company from a commodities trading-focused group into a leading, BUSINESS REVIEW international, diversified upstream base metals group. 2010 was a challenging year for the Company’s traditional businesses. Strong underlying operating conditions were With the support of shareholders and considerable effort largely offset by currency volatility and, in particular, a from our management team, the transformation of the weak US dollar. Company is now underway. The MMG businesses, on the other hand, produced very The Company has great aspirations and your Board strong financial results, reflecting very strong commodity and management believe that the decision to shift the prices (especially copper), tight cost control and production focus of the Company’s business upstream will enhance levels that equalled or exceeded forecasts. shareholder value over the years to come. The performance of all the businesses is analysed in more The Company has undertaken a strategic review of its detail in this report. businesses and has determined that certain assets are not core to its strategy. As such, all the businesses of MMR that OUTLOOK are included in the Fabrication and Trading segments (not The Company is ready to grow and create value for its including the Mincenco bauxite joint venture in Jamaica) shareholders. With the acquisition of MMG, we have will be divested in an orderly manner during the course of taken a very important step in the transformation of the 2011. A more detailed discussion of the plans for transforming Company into an international, diversified, upstream base the Company is presented in the CEO’s Review. metals business. We have the strategic vision, the will and CAPITAL STRUCTURE the management team to enable us to be successful in the dynamic upstream mining industry, and I look forward to The Company funded the acquisition of MMG through reporting our progress to shareholders in the future. a combination of cash, debt, and the issuance of new ordinary shares and perpetual sub-ordinated convertible On behalf of the Board, I would like to thank shareholders securities (PSCS) to CMN. Immediately following the for their continuing loyalty and their support of the completion of the acquisition, CMN indirectly owned acquisition of MMG. All our employees deserve credit approximately 2.2 billion ordinary shares (approximately for their wholehearted commitment to the Company equal to 75% of the Company’s expanded ordinary share and, in particular, for their ability to continue to function base) and approximately 1.6 billion PSCS. effectively while taking on the additional burden of planning and executing the acquisition of MMG. At the December EGM, shareholders also granted the Company a Specific Mandate to issue up to 2.7 billion new shares to raise up to US$1.6 billion for the purpose of repaying the debt incurred in acquiring MMG, and to provide a stronger funding base for the future (Specific Mandate). The Specific Mandate must be exercised by 31 July 2011.
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