2019 Annual Report 1 Contents
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Important Notice I. The Board, supervisory committee and directors, supervisors and senior management of the Company warrant that this report does not contain any misrepresentations, misleading statements or material omissions, and are jointly and severally liable for the authenticity, accuracy and completeness of the information contained in this report. II. This report was approved at the 25th meeting of the fourth session of the Board of the Company. 8 out of nine eligible directors attended the meeting in person. Li Dong, a director, asked for leave due to business appointment, and appointed Gao Song, a director, to act as his proxy and vote on behalf of him at the meeting. III. KPMG has issued a standard unqualified independent auditor’s report to the Company under the Hong Kong Standards on Auditing, in connection with the Company’s 2019 financial statements prepared under International Financial Reporting Standards. IV. Wang Xiangxi, Chairman of the Company, Xu Shancheng, Chief Financial Officer, and Ban Jun, person-in-charge of the accounting department, warrant the authenticity, accuracy and completeness of the financial statements contained in this report. V. The Board proposed the payment of a final dividend in cash of RMB1.26 per share (inclusive of tax) for the year 2019 based on the total registered share capital on the equity registration date of the implementation of the equity distribution. The profit distribution proposal is subject to the approval by shareholders at the general meeting. According to the total share capital of 19,889,620,455 shares of the Company as at 31 December 2019, the final dividend totals RMB25,061 million (inclusive of tax). VI. Change in the scope of consolidated financial statements: A joint venture company was established with the equities and assets of the relevant coal-fired power generation companies separately contributed by the Company and GD Power, and the relevant equities and assets of the contribution have been completed on 31 January 2019. Since the date of the completion, the assets and liabilities of relevant power plants contributed by the Company and the profit and loss subsequent to 31 January 2019 will not be consolidated to the consolidated financial statements of the Company. VII. Is there any situation of non-operating appropriation of funds by controlling shareholder(s) and its subsidiaries?: No VIII. Is there any situation of violation of decision-making procedures for external guarantee provision?: No IX. Disclaimer of forward-looking statements: The forward-looking statements in this report made on the basis of subjective assumptions and judgments on future policies and economic conditions, which are subject to risks, uncertainties and assumptions, may differ materially from the actual outcome. Such statements do not constitute actual commitments to investors. Investors should be aware that undue reliance on or use of such information may lead to risks of investment. X. Warning on Major Risks: Impacted by the supply and demand of coal and power generation and the adjustment to industrial policies, the Group is exposed to some uncertainties on achieving the business targets for 2020. In addition, investors please note that the Company has disclosed risks including market competition, industrial policies, environmental protection and production safety, etc. in the section headed “Directors’ Report”. 2019 Annual Report 1 Contents Section I Definitions 4 Section II Company Profile and Major Financial Indicators 8 Section III Business Overview 13 Section IV Chairman’s Statement 15 Section V Directors’ Report 28 Section VI Significant Events 84 Section VII Changes in Share Capital and Shareholders 126 Section VIII Directors, Supervisors, Senior Management and Employees 133 Section IX Corporate Governance and Corporate Governance Report 157 Section X Supervisory Committee’s Report 169 Section XI Investor Relations 172 Section XII Index to Information Disclosure 173 Section XIII Independent Auditor’s Report and Financial Statements 180 Section XIV Documents Available for Inspection 312 Section XV Summary of Major Financial Information for the Recent Five Years 313 Section I Definitions Unless the context otherwise requires, the following terms used in this report have the following meanings: China Shenhua/the Company China Shenhua Energy Company Limited The Group The Company and its subsidiaries China Energy/Shenhua Group China Energy Investment Corporation Limited (國家能源投資集團有 Corporation 限責任公司), the new name of Shenhua Group Corporation Limited (神華集團有限責任公司) China Energy Group/ China Energy and its subsidiaries (excluding the Group) Shenhua Group China Guodian China Guodian Group Co., Ltd. (中國國電集團有限公司) Guodian Group China Guodian and its subsidiaries GD Power GD Power Development Co., Ltd. Shendong Coal Shenhua Shendong Coal Group Co., Ltd. Shendong Power Shenhua Shendong Power Co., Ltd. Zhunge’er Energy Shenhua Zhunge’er Energy Co., Ltd. Shuohuang Railway Shuohuang Railway Development Co., Ltd. Railway Transportation Shenhua Railway Transportation Co., Ltd. (renamed as Shenhua Railway Equipment Co., Ltd. in January 2020) Trading Group Shenhua Trading Group Limited Huanghua Harbour Administration Shenhua Huanghua Harbour Administration Co., Ltd. Baoshen Railway Shenhua Baoshen Railway Group Co., Ltd. Baotou Energy Shenhua Baotou Energy Co., Ltd. Baotou Coal Chemical Shenhua Baotou Coal Chemical Co., Ltd. Shenbao Energy Shenhua Baorixile Energy Co., Ltd. 4 China Shenhua Energy Company Limited Section I Definitions (Continued) Tianjin Coal Dock Shenhua Tianjin Coal Port Dock Co., Ltd. Zhuhai Coal Dock Shenhua Yudean Zhuhai Port Coal Dock Co., Ltd. Sichuan Energy Shenhua Sichuan Energy Co., Ltd. Fujian Energy Shenhua Fujian Energy Co., Ltd. Shenhua Finance Company Shenhua Finance Co., Ltd. EMM Indonesia PT.GH EMM INDONESIA Zhunge’er Power Power-generating division controlled and operated by Zhunge’er Energy Shenmu Power CLP Guohua Shenmu Power Co., Ltd. Taishan Power Guangdong Guohua Yudean Taishan Power Co., Ltd. Cangdong Power Hebei Guohua Cangdong Power Co., Ltd. Jinjie Energy Shaanxi Guohua Jinjie Energy Co., Ltd. Dingzhou Power Hebei Guohua Dingzhou Power Generation Co., Ltd. 2019 Annual Report 5 Section I Definitions (Continued) Mengjin Power Shenhua Guohua Mengjin Power Generation Co., Ltd. Jiujiang Power Shenhua Guohua Jiujiang Power Co., Ltd. Huizhou Thermal Guohua Huizhou Thermal Power Branch of China Shenhua Beijing Gas-fired Power Shenhua Guohua (Beijing) Gas-fired Power Co., Ltd. Shouguang Power Shenhua Guohua Shouguang Power Generation Company Limited Liuzhou Power Shenhua Guohua Guangtou (Liuzhou) Power Generation Co., Ltd. Fuping Thermal Power Fuping Thermal Power Plant of Shenhua Shendong Power Co., Ltd. Shenhua Lease Company Shenhua (Tianjin) Finance Lease Co., Ltd. JORC Australasian Code for Reporting of Mineral Resources and Ore Reserves Joint Venture Company/ the joint venture company co-established by the Company and GD Beijing GD Power Power with their respective holding of equities and assets of the relevant coal-fired power generation companies, i.e. Beijing GD Power Co., Ltd BOOT Scheme the “Build-Own-Operate-Transfer” scheme adopted by the Group in the Indonesia Java power project SSE Shanghai Stock Exchange 6 China Shenhua Energy Company Limited Section I Definitions (Continued) HKEx The Stock Exchange of Hong Kong Limited Shanghai Listing Rules Rules Governing the Listing of Stocks on SSE Hong Kong Listing Rules Rules Governing the Listing of Securities on the HKEx China Accounting Standards for the latest Accounting Standards for Business Enterprises issued Business Enterprises by the Ministry of Finance of the People’s Republic of China and the related application guidance, interpretations and other related requirements International Financial Reporting International Financial Reporting Standards issued by the International Standards Accounting Standards Board Articles of Association Articles of Association of China Shenhua Energy Company Limited EBITDA profit for the year + net finance costs + income tax + depreciation and amortization – share of results of associates Gearing ratio total liabilities/total assets Total debt to total debt and total [long-term interest bearing debt + short term interest bearing debt equity ratio (including notes payable)]/[long term interest bearing debt + short- term interest bearing debt (including notes payable) + total equity] Shanghai-Hong Kong A mutual access and connect mechanism for transactions in stock Stock Connect markets between SSE and HKEx Shenzhen-Hong Kong A mutual access and connect mechanism for transactions in stock Stock Connect markets between Shenzhen Stock Exchange and HKEx RMB Renminbi unless otherwise specified 2019 Annual Report 7 Section II Company Profile and Major Financial Indicators I. INFORMATION OF THE COMPANY Chinese Name of the Company 中國神華能源股份有限公司 Short Name of Chinese Name of the Company 中國神華 English Name of the Company China Shenhua Energy Company Limited Abbreviation/Short Name of English Name of the CSEC/China Shenhua Company Legal Representative of the Company Wang Xiangxi Authorised Representatives of the Company under Wang Xiangxi, Huang Qing the Hong Kong Listing Rules II. CONTACTS AND CONTACT DETAILS Secretary to the Board Representative of Securities Affairs Name Huang Qing Sun Xiaoling Address 22 Andingmen Xibinhe Road, 22 Andingmen Xibinhe Road, Dongcheng District, Beijing (Postal Dongcheng District, Beijing (Postal Code: 100011) Code: 100011) Tel (8610)