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Annual Report 2009 of Yanzhou Coal Mining Company Limited Has Been Approved by the Fourteenth Meeting of the Fourth Session of the Board

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Annual Report 2009 of Yanzhou Coal Mining Company Limited Has Been Approved by the Fourteenth Meeting of the Fourth Session of the Board ANNUAL REPORT 2009 2009 Annual Report (a joint stock limited company incorporated in the People’s Republic of China with limited liability) Important Notice The Board, Supervisory Committee and the Directors, Supervisors and senior management of the Company warrant that this annual report does not contain any misrepresentations, misleading statements or material omissions and shall jointly and severally accept all responsibility for the authenticity, accuracy and completeness of the information contained in this annual report. The Annual Report 2009 of Yanzhou Coal Mining Company Limited has been approved by the fourteenth meeting of the fourth session of the Board. All thirteen Directors attended the meeting. There was no appropriation of funds of the Company by the Controlling Shareholder and its subsidiaries in non-operational activities. There were no guarantees granted to external parties by the Company which are against the prescribed decision-making procedures. The Directors of the Company, Mr. Wang Xin, the Chairman of the Board, Mr. Wu Yuxiang, the Chief Financial Officer, and Mr. Zhao Qingchun, Head of Accounting Department, hereby warrant the accuracy and completeness of the financial report in this annual report. Yanzhou Coal Mining Company Limited Contents DEFINITIONS 2 Chapter 1 GROUP PROFILE AND GENERAL INFORMATION 4 Chapter 2 BUSINESS HIGHLIGHTS 9 Chapter 3 CHAIRMAN’S STATEMENT 12 Chapter 4 BOARD OF DIRECTORS’ REPORT 17 Chapter 5 CHANGES IN SHARE CAPITAL AND SHAREHOLDERS 43 Chapter 6 DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES 49 Chapter 7 CORPORATE GOVERNANCE 62 Chapter 8 SHAREHOLDERS’ GENERAL MEETING 73 Chapter 9 SUPERVISORY COMMITTEE’S REPORT 74 Chapter 10 SIGNIFICANT EVENTS 76 Chapter 11 INDEPENDENT AUDITOR’S REPORT 92 Chapter 12 CONSOLIDATED FINANCIAL STATEMENTS 94 Chapter 13 AUDITOR’S REPORT (PRC) 193 Chapter 14 FINANCIAL STATEMENTS AND ANNOTATIONS (under PRC CASs) 195 Chapter 15 DOCUMENTS AVAILABLE FOR INSPECTION 309 APPENDIX 310 Annual Report 2009 1 Definitions 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 Corporation Limited, a company with limited liability established “the Controlling Shareholder” in 1996, being the controlling shareholder of the Company holding 52.86% of the total share capital of the Company 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 96.67% owned subsidiary of the Company, mainly engages in the development of Juye coal field in 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 99.85% owned subsidiary of Shanxi Neng Hua, mainly engages in the production and operation of the 0.1 million tonnes methanol project in Shanxi province; “Yancoal Australia Pty” Yancoal Australia Pty Limited, a company with limited liability incorporated under the laws of Australia in 2004 and a wholly-owned subsidiary of the Company, mainly engages in the management of the projects invested by the Company in Australia; “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 Pty, mainly engages in coal production, processing, preparation and sales operations; “Felix” Felix Resources Limited, a company incorporated under the laws of Australia and a wholly-owned subsidiary of Austar Company, mainly engages in coal mining, sales and exploration of coal; 2 Yanzhou Coal Mining Company Limited Definitions “Hua Ju Energy” Shandong Hua Ju Energy Co., 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 thermal power generation by gangue and slurry, and heating supply; “Ordos Neng Hua” Yanzhou Coal Ordos Neng Hua Company Limited, incorporated under the laws of the PRC in 2009 and a wholly-owned subsidiary of the Company, mainly engages in the construction of the Company’s 0.6 million tonnes methanol project in Ordos City and the development of coal resources in the Inner Mongolia Autonomous Region; “Railway Assets” The railway assets specifically used for transportation of coal for the Company; “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 (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 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; “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. Annual Report 2009 3 Chapter 1 Group Profile and General Information United States Switzerland I GROUP PROFILE PRINCIPAL BUSINESS The Group’s headquarters are located in • Underground coal mining, washing and Shandong Province, the PRC. The main coal processing, sales, primarily manufacturing resources in the headquater’s area are located steam coal used in the electricity power at Jining and Yanzhou. The Group also owns sector, metallurgical coal used with coking coal resources and coal deep processing coal coal in the process of pulverized coal injection projects in Shaanxi Province, Heze City in (“PCI”). Customers are mainly located in Shandong Province, Shanxi Province and Eastern China, Southern China and other the Inner Mongolia Autonomous Region, as countries such as Japan, South Korea and well as Australia. The Group has gradually Australia; developed into an international integrated enterprise producing coal, coal chemicals and • Coal chemicals, mainly the production and electricity power. sales of methanol; and Yanzhou Coal is presently the only Chinese • Generation of electricity and heat. coal enterprise with its shares being traded in three separate exchanges domestically and STOCK ISSUANCE abroad. As at the end of the reporting period, the total issued share capital of the Company The shares of the Company were successfully was 4.9184 billion shares. listed in New York, Hong Kong and Shanghai with a primary listing of 850 million H Shares In 2009, Yanzhou Coal successfully acquired (including 2.76 million of ADSs (one ADS 100% of the issued share capital in Felix, being was equivalent to 50 H Shares in the primary the largest investment transaction undertaken listing)) and 80 million A Shares in 1998. by a Chinese enterprise in Australia. The Company issued 100 million additional A In 2009, the Group sold 38.02 million tonnes Shares and 170 million additional H Shares in of salable coal and 0.19 million tonnes of 2001. methanol, realizing a net income attributable to the equity holders of the Company of The Company issued 204 million new H RMB4,117.3 million, calculated according to Shares in 2004. the IFRS, making the Company one of the most profitable coal enterprises in the PRC. 4 Yanzhou Coal Mining Company Limited Chapter 1 Group Profile and General Information Tokyo Beijing Tianjin Seoul Japan 京 京 福 滬 高 高 速 Korea Jinan Jiaoji Line Qingdao Yanshi Xinxiang Line Rizhao Lanshan Xinyan Line 隴 海 線 Lianyungang Xuzhou 京 京 福 Japan 滬 高 Zhengzhou 高 速 速 Beijing-Shanghai Line Nanjing 京 滬 高 速 Shanghai South Korea 京 滬 高 速 Fuzhou Export market for coal Development of coal mine overseas Domestic sales market Felix Resources Limited Australia Austar Coal
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