Listing Document, You Should Seek Independent Professional Advice
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IMPORTANT If you are in any doubt about the contents of this listing document, you should seek independent professional advice. Feishang Anthracite Resources Limited 飛尚無煙煤資源有限公司 (Incorporated in the British Virgin Islands with limited liability) LISTING BY INTRODUCTION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE COMPANY ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED Nominal value : HK$0.01 per Share Stock code : 1738 Joint Sponsors (in alphabetical order) Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this listing document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this listing document. This listing document is published in connection with the Listing on the Stock Exchange of our Shares which are currently in issue and held by CHNR and will be distributed to the shareholders of CHNR upon completion of the Distribution. This listing document contains particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving information with regard to the Company and its subsidiaries. This listing document does not constitute an offer of, nor is it calculated to invite offers for, shares or other securities of the Company, nor have such shares or other securities been allotted with a view to any of them being offered for sale to or subscription by the public. No new Shares will be allotted or issued in connection with, or pursuant to, this listing document. Information regarding the proposed arrangements for the listing of, and dealings and settlement of dealings in, the Shares following completion of the Spin-off is set out in the section headed “Information about this Listing Document and the Spin-off” in this listing document. Your attention is drawn to the section headed “Risk Factors” in this listing document. December 31, 2013 EXPECTED TIMETABLE(1) Register of members of CHNR closes from ........................Friday, January 10, 2014 Distribution Record Date .....................................Monday, January 13, 2014 Register of members of CHNR opens on .........................Tuesday, January 14, 2014 Dispatch of Share certificates on(2) .............................Tuesday, January 21, 2014 Listing of and dealing in the Shares on the Stock Exchange expected to commence on(2) ..................Wednesday, January 22, 2014 Notes: (1) All dates and times refer to Hong Kong dates and times, except as otherwise stated. Details of the Spin-off, including its condition, are set out in the sections headed “Information about this Listing Document and the Spin-off” and “The Spin-off” in this listing document. (2) The Share certificates are expected to be dispatched on January 21, 2014. The Share certificates will only become valid if the Distribution becomes unconditional. In the event the Distribution does not become unconditional, dealings in the Shares on the Stock Exchange will not commence on January 22, 2014. In such event, we will make an announcement of the above and, if necessary, of a revised timetable. Investors who trade in the Shares prior to the receipt of the Share certificates do so entirely at their own risk. The first day of dealing in CHNR Shares on an exentitlement basis will be determined by NASDAQ Capital Market and made available at www.nasdaq.com. —i— CONTENTS IMPORTANT NOTICE TO INVESTORS We have not authorized anyone to provide you with information or representation that is different from what is contained in this listing document. Any such information or representation must not be relied on by you as having been authorized by us, the Joint Sponsors, any of our or their respective directors, officers or representatives or any other person involved in the Spin-off. Page Expected Timetable ...................................................... i Contents ............................................................... ii Summary .............................................................. 1 Definitions ............................................................. 15 Glossary of Technical Terms ............................................... 26 Forward-looking Statements ............................................... 30 Waiver from Strict Compliance with the Listing Rules .......................... 32 Information about this Listing Document and the Spin-off ....................... 33 Risk Factors ............................................................ 36 Directors and Parties Involved in the Spin-off ................................. 59 Corporate Information.................................................... 62 Industry Overview ....................................................... 64 Regulation ............................................................. 75 History and Development.................................................. 86 The Spin-off ............................................................ 93 Business ............................................................... 96 Financial Information .................................................... 149 Relationship with Our Controlling Shareholders ............................... 196 Connected Transactions ................................................... 218 Directors and Senior Management........................................... 221 Substantial Shareholders .................................................. 240 Share Capital ........................................................... 243 —ii— CONTENTS Page Appendix I — Accountants’ Report of the Company ......................... I-1 Appendix II — Accountants’ Report of Guizhou Puxin ........................ II-1 Appendix III — Competent Person’s Report .................................III-1 Appendix IV — Summary of the Constitution of Our Company and British Virgin Islands Companies Law.......................IV-1 Appendix V — Statutory and General Information ........................... V-1 Appendix VI — Documents Available for Inspection...........................VI-1 Appendix VII — Unaudited Pro Forma Financial Information ...................VII-1 — iii — SUMMARY This summary is intended to give you an overview of the information contained in this listing document. Since it is a summary, it does not contain all the information that may be important to you. You should read the listing document in its entirety. The resource and reserve data of the Company included in this listing document are determined by measuring the raw coal extracted from our coal mines. The characteristics of our coal products are assessed by measuring our raw coal after beneficiation (or coal washing) as may be required under the Chinese Coal Classification Standard. See “Business — Our Coal Characteristics and Coal Products — Coal Classification”. OVERVIEW We are a producer of anthracite coal based in Guizhou province of the PRC. We are primarily engaged in the acquisition, construction and development of anthracite coal mines and the extraction and sale of anthracite coal. Our mining assets consist of seven underground anthracite coal mines in Guizhou province, of which five have commenced commercial production, one is undergoing its pilot run phase and one is under construction. All of our anthracite coal mines are accessible by road and located in Guizhou province, which, according to the SAWS and Fenwei, had the largest anthracite coal resources among the provinces in Southwest China as of December 31, 2012. The following table sets forth certain information regarding our seven anthracite coal mines as of the date of this listing document, other than information regarding the total proved and probable reserves and the estimated mine lives of our anthracite coal mines, which were as of July 31, 2013. Total Measured, Total Proved Indicated Date of and Probable and Inferred Permitted Annual Initial/Expected Reserves Resources (in Production Estimated Commercial (in million million Capacity Mine Life(2) Anthracite Coal Mine Stage of Production Production tonnes) tonnes) (in tonnes)(1) (in years) Baiping Coal Mine. Commercial production June 2009 22.48 40.37 150,000 37 Liujiaba Coal Mine . Commercial production December 2012 13.60 40.34 300,000 23 Zhulinzhai Coal Mine . Commercial production April 2012 9.56 13.05 300,000 21 Gouchang Coal Mine . Commercial production April 2011 5.72 13.79 90,000 52 (suspended)(3) Yongsheng Coal Mine . Pilot run March 2014 51.96 128.96 600,000 29 Dayuan Coal Mine . Commercial production November 2013 8.26 19.68 300,000 18 Dayun Coal Mine . Construction July 2015 97.29 150.99 600,000 54 Total 208.87 407.18 2,340,000 Notes: (1) Represents the annual production capacity as permitted under the relevant mining rights permits. (2) Mine life estimates are calculated by dividing proved and probable reserves by the optimized annual production capacity, which takes into account the planned future increases in production capacity still in the design phase. (3) Operations have been suspended at Gouchang Coal Mine since March 2013 pending the acquisition by us of a nearby coal mine and Gouchang Coal Mine achieving certain production capacity targets in accordance with Guizhou province’s coal mine consolidation