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Annual Report 2012 (a joint stock limited company incorporated in the People’s Republic of China with limited liability) ANNUAL REPORT 2012 ANNUAL ANNUAL REPORT 2012 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 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 responsibility. The 2012 Annual Report of Yanzhou Coal Mining Company Limited has been approved by the twelfth meeting of the fifth session of the Board. All 11 directors attended the meeting. The twelfth meeting of the fifth session of the Board of the Company approved the 2012 profit distribution plan, which allowed the Company to distribute an aggregate cash dividends of RMB1.7706 billion (tax inclusive) to the Shareholders, representing a dividend of RMB0.36 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 Weimin, Chairman of the Board, Mr. Wu Yuxiang, Chief Financial Officer, and Mr. Zhao Qingchun, Deputy Chief Financial Officer and Head of Accounting 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 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. Contents DEFINITION AND NOTICE OF SIGNIFICANT RISKS 2 Chapter 1 GROUP PROFILE AND GENERAL INFORMATION 6 Chapter 2 BUSINESS HIGHLIGHTS 13 Chapter 3 CHAIRMAN’S STATEMENT 16 Chapter 4 BOARD OF DIRECTORS’ REPORT 21 Chapter 5 SIGNIFICANT EVENTS 52 Chapter 6 CHANGES IN SHARES AND SHAREHOLDERS 62 Chapter 7 DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES 71 Chapter 8 CORPORATE GOVERNANCE 87 Chapter 9 INTERNAL CONTROL 107 Chapter 10 INDEPENDENT AUDITOR’S REPORT 109 Chapter 11 CONSOLIDATED FINANCIAL STATEMENTS 111 Chapter 12 AUDITORS’ REPORT (PRC) 223 Chapter 13 FINANCIAL STATEMENTS AND NOTES (under CASs) 225 Chapter 14 DOCUMENTS AVAILABLE FOR INSPECTION 367 APPENDIX 368 Yanzhou Coal Mining Company Limited Annual Report 2012 1 Definition and Notice of Significant Risks 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 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 “the Controlling Shareholder” and established in accordance with the PRC law in 1996, being the Controlling Shareholder of the Company holding 52.86% 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 tonnes of 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; 2 Yanzhou Coal Mining Company Limited Annual Report 2012 Definition and Notice of Significant Risks “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 the 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 Stock 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; Yanzhou Coal Mining Company Limited Annual Report 2012 3 Definition and Notice of Significant Risks “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 Intenational” 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; “ADSs” American depositary shares, each representing ownership of 10 H Shares, which are traded on New York Stock Exchange; “PRC” the People’s Republic of China; “CASs” or “ASBEs” Accounting Standard for Business Enterprises (2006) and the relevant regulations and explanations issued by the Ministry of Finance of PRC; “IFRS” International Financial Reporting Standards; “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; 4 Yanzhou Coal Mining Company Limited Annual Report 2012 Definition and Notice of Significant Risks “Shanghai Stock Exchange” the Shanghai Stock Exchange; “Articles” the Articles of Association of the Company; “Shareholders” the shareholders of the Company; “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 specified. “AUD” Australian dollars, the lawful currency of Australia; and “USD” the United States dollars, the lawful currency of the United States. II. NOTICE OF SIGNIFICANT RISKS 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. Yanzhou Coal Mining Company Limited Annual Report 2012 5 Chapter 01 Group Profile and General Information I GROUP PROFILE PRINCIPAL BUSINESS 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
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