Datang Power 2009 Annual Report
DATANG INTERNATIONAL POWER GENERATION CO.,LTD
2009 Annual Report
Contents
-- Company Profile
-- Distribution of Projects
-- Major Events in 2009
-- Financial and Operating Highlights
-- Chairman's Statement
-- Management Discussion and Analysis
-- Safety and Environmental Protection
-- Human Resources Overview
-- Management of Investor Relations
-- Risk Management
-- Corporate Governance Report
-- Report of the Directors
-- Report of the Supervisory Committee
-- Taxation in the United Kingdom
-- Independent Auditor's Report
-- Balance Sheets
-- Consolidated Statement of Comprehensive Income
-- Consolidated Statement of Changes in Equity
-- Consolidated Cash Flow Statement
-- Notes to the Financial Statements
-- Supplemental Information
-- Corporate Information
-- Glossary of Terms
Focus in Power Generation,
Pursue Synergistic Diversifications,
Grow into an Energy Conglomerate.
Datang Power has always been committed to its diversification development
strategy throughout the years. The Company has witnessed its generation
structure evolving from single-mode thermal generation into a strategically
balanced deployment of thermal power, hydropower, wind power and nuclear power.
Its business structure has also extended from a pure power generation operation
to a chain of upstream and downstream businesses related to power generation.
In the future, based on various successful initiatives in its diversification
strategy, Datang Power will further the development of its generation structure
and business structure. It will continue to enhance its coal-fired power;
aggressively expand its hydropower; continuously develop wind power; actively
pursue nuclear power; focus on suitable coal operations; steadily develop
coal-to-chemical projects; and secure a complementary development of railway,
port and shipping. Through furthering its diversifications, Datang Power
marches towards all-encompassing synergistic developments, endeavouring to
develop into an integrated energy company that enjoys a domestic leadership
position and international reputation.
Company Profile
Strategic Positioning
The Company focuses in the power generation business whilst deploying
diversifications; and strives for profitability as a priority whilst seeking
synergistic developments. Datang Power aims to develop itself into a company
with an operation-cum-holding orientation, an integrated energy company that
enjoys a domestic leadership position and international reputation having
strong development capabilities, profitability and competitiveness.
Implementation Strategies
The Company will uphold an integrated-assets positioning: with the power
generation business as its core development; with coal operations as its
foundation; with coal-to-chemical projects as a new source of profits; and with
railway, port, and shipping as a transportation backbone. The Company will
enhance its coal-fired power; aggressively expand its hydropower; continuously
develop wind power; actively pursue nuclear power; steadily develop
coal-to-chemical projects; focus on suitable coal operations; and secure a
complementary development of railway, port, and shipping.
Datang International Power Generation Company Limited ("Datang Power" or the
"Company", formerly Beijing Datang Power Generation Company Limited) was
incorporated as a joint stock limited company and registered with the State
Administration for Industry and Commerce of the People's Republic of China (the
"PRC") on 13 December 1994. As one of the largest independent power producers
in China, Datang Power is principally engaged in the development and operation
of power plants, the sale of electricity and thermal power, and the repair and
maintenance of power equipment and power related technical services. Currently,
the Company manages over 100 power generation companies, which it wholly owns
or has a controlling interest in, plus other project companies covering 18
provinces throughout the country (municipalities and autonomous regions). As at
31 December 2009, the registered capital of the Company amounted to
approximately Rmb11.695 billion, with total consolidated assets of the Company
and its subsidiaries amounting to approximately RMB184.2 billion respectively.
Total installed capacity in operation of the Company and its subsidiaries
amounted to 30,741.8MW.
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Distribution of Projects
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Major Events in 2009
New Units Commenced Operation
-- Two 300MW units at Jinzhou Thermal Power Company were formally put
into commercial operation.
-- Units 3 & 4 of the Phase II (2x300MW) expansion project at Yungang
Thermal Power Company were formally put into commercial operation.
-- Two 600MW units at Daba Power Company were formally put into
commercial operation.
-- Two 300MW units at Fengrun Thermal Power Company were formally put
into commercial operation.
-- One 300MW unit at Zhangjiakou Thermal Power Company were formally put
into commercial operation.
-- Two 660MW units at Ningde Power Company were formally put into
commercial operation.
-- Three 150MW units at the Gelantan Hydropower Station of Lixianjiang
Hydropower Company were formally put into commercial operation.
-- Three 95MW units at the Jufudu Hydropower Station of Lixianjiang
Hydropower Company were formally put into commercial operation.
-- 49.5MW at Zuoyun Wind Power Company, 49.5MW at Faku Wind Power
Company and 49.5MW at Liaoning Wind Power Company were formally put into
commercial operation.
Business Developments and Financing Activities
-- The Company restructured Yuneng (Group) Company Limited.
-- The Company entered into a RMB50 billion strategic cooperation
agreement with Bank of China.
-- The Company completed the issuance of the first tranche of 2009
Medium-term Notes of the Company with an issuance amount of RMB3 billion.
-- The Company successfully issued the RMB3 billion corporate bonds.
-- Duolun Coal Chemical Company produced successfully qualified nitrite
and oxide products and succeeded in the first trial run at No. 1 Vacuum
Separator. Until then, all three vacuum separators of the company have
successfully passed their trial runs.
-- The NDRC formally approved the construction of the exemplary
coal-based natural gas project (with a capacity of 4 billion cu.m. per
annum)by Datang Energy Chemical Company Limited.
Corporate Achievements
-- The Company won the "National 1st May Labour Award".
-- The Company formally released its "2008 Corporate Social
Responsibility Report" via the web. This was the Company's first CSR report
released to the public.
-- The Company was named among "FT Global 500" by Financial Times, on
which the Company ranked 472th worldwide and 27th among listed companies in
China mainland with its total market capitalisation of USD10.6496 billion.
This was the first time that the Company was named among "FT Global 500".
Financial and Operating Highlights
Consolidated Statements of Comprehensive Income (Note)
(Amounts expressed in millions of RMB)
For the year ended 31 December 2005 2006 2007 2008 2009
(Restated)
Operating revenue 17,994 24,899 32,763 36,900 47,943
Profit before income tax expense 3,863 4,664 6,063 600 3,231
Income tax expense (813) (1,081) (1,498) (72) 639
Profit attributable to:
-- Equity holders of the Company 2,351 2,778 3,564 749 1,612
-- Minority interests 699 805 1,001 (221) 980
Consolidated Balance Sheets (Note)
(Amounts expressed in millions of RMB)
As at 31 December 2005 2006 2007 2008 2009
(Restated)
Total assets 64,536 90,711 119,789 158,719 184,224
Total liabilities (43,807) (63,510) (85,434) (127,813) (151,376)
Minority interests (2,404) (3,305) (4,599) (4,654) (6,650)
Shareholders' equity
of the Company 18,325 23,896 29,756 26,252 26,198
Note: Financial highlights as at and for the years ended 31 December 2005 to
2007 have not been restated as a result of common control business
combinations taken place in 2009.
Financial and Operating Highlights
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Chairman's Statement
To All Shareholders:
Looking back on the extremely challenging year of 2009, we have witnessed the
global financial crisis spreading its impact, leading the world economy into a
deep recession and severely hitting the Chinese economy. Growth in social
electricity consumption slowed; utilisation hours of power generation units
decreased; and prices of thermal coal used in power generation continued to
stay at a high level, while on-grid electricity tariffs failed to follow suit.
Amidst the unprecedented hardships and challenges as well as the exceptional
challenging business environment, Datang Power has managed to acquire an
accurate grasp of the macroeconomic situation and the market rhythms. All its
staff united in concerted efforts; overcame the difficulties; successfully
completed the production and business tasks for the year; and marched a new
step forward in various aspects including scientific development, safe
production, green operations, staff development and harmony cultivation,
thereby continuing to promote the steady and relatively rapid development of
the Company.
In 2009, we continued to fully implement the strategy aimed at pursuing power
generation business as our core development while complementing with
synergistic diversifications, and strived to transform the mode of development
by optimising and upgrading our assets structure. As at 31 December 2009,
consolidated total installed capacity of the Company and its subsidiaries
amounted to 30,742 MW. While enhancing the development of its coal-fired power,
the Company has been expanding its presence in the sectors of hydropower, wind
power, nuclear power and coal chemical industries. Indeed, the Company is
poised to embark a qualitative leap in diversified development.
For the year ended 31 December 2009, total consolidated assets of the Company
and its subsidiaries amounted to approximately RMB184.224 billion, representing
an increase of approximately 16.07% over the year of 2008 (the "Previous
Year"); consolidated operating revenue amounted to approximately RMB47.943
billion, an increase of approximately 29.93% year-on-year; profit attributable
to the equity holders of the Company amounted to approximately RMB1.612
billion, an increase of approximately 115.16%; and earnings per share was
approximately RMB0.14, representing an increase of approximately RMB0.08 per
share over the Previous Year.
During 2009, the Company continued to maintain a high level of safe production,
achieving an overall equivalent availability factor of operational generating
units of 94.76% for the Company and its subsidiaries, Power generated by the
Company and its subsidiaries amounted to 141.87 billion kWh, an increase of
11.98% year-on-year, while unit coal consumption was approximately 326.51 g/
kWh, representing a decrease of approximately 4.95 g/kWh over the Previous
Year.
Looking forward to 2010, although the world economy is expected to continue its
recovery growth, the impact of the financial crisis has not fully dissipated,
and the economic recovery is still faced with increasing volatilities and
uncertainties. The positive conditions for China's economic recovery continue
to consolidate, but certain adverse factors affecting power generation
enterprises remain. Firstly, the power supply and demand situation does not
look optimistic. Secondly, there are increasing uncertainties about the trend
of on-grid tariffs. Thirdly, the pressure from the requirements of energy
conservation and emissions reduction is mounting gradually.
Amid a changing and difficult business environment, Datang Power will continue
to implement its strategy which is aimed at pursuing power generation business
as its core development complemented with synergistic diversifications. It will
continue to optimise its assets deployment in a scientific manner, build
complementary competitive advantages and carry out stage-wise development in
2010. It will enhance the development of its coal-fired power, aggressively
expand its hydropower, continuously develop wind power, actively pursue nuclear
power, and steadily proceed with non-power industries. Datang Power aims to
develop itself into a company with an operation-cum-holding orientation, an
integrated energy company that enjoys a domestic leadership position and
international reputation having strong development capabilities, profitability
and competitiveness, so as to seek long-term competiveness for the Company and
to achieve stable returns for shareholders.
In the new year, Datang Power will, as it always does, tenaciously strive for
success, unswervingly implement its future development strategy and constantly
create new values for shareholders.
Last but not least, may I express my sincere gratitude to all shareholders,
various organisations and friends for their trust and support.
Zhai Ruoyu
Chairman
19 April 2010
Management Discussion and Analysis
As one of the largest independent power producers in the People's Republic of
China ("PRC"), the Company is principally engaged in the business of coal-fired
power generation. As at 31 December 2009, total installed capacity in operation
of the Company amounted to 30,742MW. The power generation business of the
Company and its subsidiaries is mainly distributed across the power grids of
North China, Shanxi, Inner Mongolia, Gansu, Zhejiang, Yunnan, Fujian,
Guangdong, Chongqing, Jiangxi, Liaoning, Ningxia and Qinghai.
During the Year, the PRC's economy maintained steady rapid growth, with an 8.7%
Gross Domestic Product (GDP) growth reported. Both power generation and power
consumption nationwide showed accelerated growth. Power investment has
increased; structure has improved; newly installed generating units have
continued to remain at a relatively large scale; nationwide capability to
supply power was sufficient; and the decrease of utilisation hours of power
generation equipment has narrowed. Overall, supply and demand in PRC was
balanced in general, while specific provinces and regions reported surplus.
Efficiency in coal-fired power generation enterprises has also improved.
According to relevant information, during the Year, nationwide installed
capacity grew by approximately 10.23% year-on-year; social power consumption
increased by 5.96% over the Previous Year, while nationwide power generation
increased by approximately 6.2% over the Previous Year.
A. Review by the Management on the Performance of Various Business Operations
(Financial data are shown according to PRC Accounting Standards. For segment
information, please refer to Note 30 to the Financial Statements.)
During the Year, given an unfavourable operating environment with coal prices
staying continuously at high levels and utilisation hours reducing as compared
to the Previous Year, the Company rigorously enhanced production and operation
and stringently controlled costs and expenses with a view to conscientiously
mitigating the impact of various factors that depressed profits, thereby
ensuring steady, safe and orderly production and operation management of the
Company and further increasing profitability for the Company.
1. The Power Generation Business
(1) Business Review
(i) Maintained Safe and Stable Growth in Power Production
During the Year, total power generation of the Company and its subsidiaries
amounted to 141.87 billion kWh, representing an increase of 11.98% when
compared to the Previous Year. Total on-grid power generation amounted to
133.552 billion kWh, representing an increase of 12.13% over the Previous Year.
The increases in total power generation and on-grid power generation were
mainly attributable to an increase in the capacity of operational generating
units of the Company and its subsidiaries as well as the safe and stable
operation of the generating units:
(1) Comparing to the Previous Year, the Company and its subsidiaries added new
installed capacity of 5,645MW.
(2) During the Year, no casualties or material damage to production facilities
occurred to the Company and its subsidiaries during the course of power
production. The equivalent availability factor of operational generating units
stood at 94.76%.
Details of the power generation of the Group during the reporting period:
(Unit: billion kWh)
Power
Generation Growth
No. Power Plant/Company Name for 2009 (%)
1 Gao Jing Thermal Power Plant 3.1945 -11.47
2 Dou He Power Plant 8.2054 -8.83
3 Xia Hua Yuan Power Plant 1.2438 -15.42
4 Zhang Jia Kou Power Plant 13.1263 -5.06
5 Tianjin Datang International Panshan
Power Generation Company Limited
("Panshan Power Company") 6.2899 -4.43
6 Inner Mongolia Datang International
Tuoketuo Power Generation Company
Limited ("Tuoketuo Power Company") 19.6465 -1.22
7 Shanxi Datang International Yungang
Thermal Power Company Limited
("Yungang Thermal Power Company") 5.1893 88.00
8 Hebei Datang International Tangshan
Thermal Power Company Limited
("Tangshan Thermal Power Company") 3.5539 -15.92
9 Shanxi Datang International Shentou Power
Generation Company Limited
("Shentou Power Company") 5.0599 -9.76
10 Gansu Datang International Liancheng
Power Generation Company Limited
("Liancheng Power Company") 3.1432 -18.00
11 Hebei Datang International Wangtan
Power Generation Company Limited
("Wangtan Power Company") 6.9618 -8.20
12 Zhejiang Datang International Wushashan
Power Generation Company Limited
("Wushashan Power Company") 13.8074 -2.92
13 Guangdong Datang International Chaozhou
Power Generation Company Limited
("Chaozhou Power Company") 6.7065 -4.92
14 Fujian Datang International Ningde
Power Generation Company Limited
("Ningde Power Company") 9.9782 43.61
15 Yunnan Datang International Honghe
Power Generation Company Limited
("Honghe Power Company") 3.2143 4.62
16 Shanxi Datang International Yuncheng
Power Generation Company Limited
("Yuncheng Power Company") 6.1692 33.00
17 Jiangxi Datang International Xinyu Power
Generation Company Limited
("Xinyu Power Company") 1.9310 4.70
18 Inner Mongolia Datang International Hohhot
Thermal Power Generation Company Limited
("Hohhot Thermal Power Company") 0.9225 -19.03
19 Hebei Datang International Huaze Hydropower
Development Company Limited
("Huaze Hydropower Company") 0.0163 -37.31
20 Yunnan Datang International Nalan Hydropower
Development Company Limited
("Nalan Hydropower Company") 0.5741 -9.59
21 Yunnan Datang International Lixianjiang
Hydropower Development Company Limited
("Lixianjiang Hydropower Company") 3.9423 93.55
22 Inner Mongolia Datang International Duolun
Hydropower Multiple Development Company
Limited ("Duolun Hydropower Company") 0.0053 -32.91
23 Chongqing Datang International Pengshui
Hydropower Development Company Limited
("Pengshui Hydropower Company") 4.4706 29.28
24 Qinghai Datang International Zhiganglaka
Hydropower Generation Development
Company Limited
("Zhiganglaka Hydropower Company") 0.6646 25.68
25 Inner Mongolia Datang International Zhuozi
Windpower Company Limited
("Zhuozi Windpower Company") 0.0916 -0.11
26 Inner Mongolia Datang International Tuoketuo
No. 2 Power Generation Company Limited
("Tuoketuo Power No. 2 Plant") 6.5856 155.34
27 Liaoning Datang International Jinzhou Thermal
Power Generation Company Limited
("Jinzhou Thermal Power Company") 2.0676 Not applicable
28 Shanxi Datang International Zuoyun Wind
Power Company Limited
("Zuoyun Wind Power Company") 0.1297 Not applicable
29 Hebei Datang International Fengrun
Thermal Power Company Limited
("Fengrun Thermal Power Company") 0.7983 Not applicable
30 Ningxia Datang International Daba Power
Generation Company Limited
("Daba Power Company") 2.7701 Not applicable
31 Liaoning Datang International Faku Wind Power
Development Company Limited
("Faku Wind Power Company") 0.0567 Not applicable
32 Hebei Datang International Zhangjiakou Thermal
Power Generation Company Limited ("Zhangjiakou
Thermal Power Company") 0.1319 Not applicable
33 Qian'an Datang Thermal Power
Generation Company Limited
("Qian'an Thermal Power Company",
formerly consolidated under Tangshan
Thermal Power Company) 1.0038 Not applicable
34 Liaoning Datang International Wind Power
Generation Company Limited
(originally named as "Liaoning
New Energy Company Limited")
("Liaoning Windpower Company") 0.0292 Not applicable
35 Datang Zhangzhou Wind Power
Generation Company Limited
("Zhangzhou Wind Power Company") 0.1863 Not applicable
Total 141.87 11.98
(ii) Steady Progress in Energy Savings and Emissions Reduction
During the Year, faced with enormous pressure from continuous under utilisation
of generating units, less room for energy savings and higher demand on
environmental protection, the Company has strived to maintain target
management, system control, dynamic target-achievement, and monitoring on key
issues. Meanwhile, the Company endeavoured to commence technology innovation to
enhance the operational mode of the generating units so as to raise their
energy efficiency. During the Year, the coal consumption of the Company was
326.51g/kWh, representing a decrease of approximately 4.95g/kWh over the
Previous Year, while the consolidated electricity consumption rate of power
plants was 5.85%, representing a reduction of 0.16 percentage-point over the
Previous Year. The coal-fired generating units of the Company and its
subsidiaries achieved a desulphurisation facilities operation rate of 99.43%,
and an overall desulphurisation efficiency rate of 94.42%. The coal-fired
generating units of the Company and its subsidiaries continued to achieve a
desulphurisation facilities installation rate of 100%. The emission amounts of
sulphur dioxide, nitrogen oxides, smoke ash, and waste water decreased by
approximately 57%, 25%, 31% and 34%, respectively, over the Previous Year,
which are substantially lower than the national average levels.
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(iii) Improved Efficiency in Operational Management
During the Year, the Company was still impacted by unfavourable factors such as
a surge in fuel coal prices, a decrease in power demand, limited increases in
tariffs and difficulties in financing for companies. Faced with such a tough
operating environment, the Company kept abreast of the trends of the market
while taking initiatives in planning budgets, strengthening internal management
and at the same time creating a favourable external environment, thereby
rigorously enhancing production and operation: (1) Through prompt adjustments
of the power generation evaluation system, management accountability has been
implemented gradually, and the target of power generation was achieved. The
utilisation hours of coal-fired generating units stood at 5,255 hours, which
was higher than the average national standard by 416 hours. (2) Through
measures such as increasing imported coal, on-site delivery by Tashan Coal Mine
and setting up a platform on fuel management index for others to follow, fuel
costs were effectively controlled. Annual unit fuel cost was RMB174.84/MWh,
representing a decrease of RMB 20.83/MWh over the Previous Year. (3) The
favourable opportunity of the State's relatively relaxed monetary policy was
capitalised on promptly, while the loan structure was duly improved. (4)
Through strengthening the capital operation, the scale of the Company was
increased and the Company's strategic view was extended. While Yuneng Group was
restructured successfully, the Company also issued RMB3 billion medium-term
notes and RMB3 billion corporate bonds. Xiduo Railway restructuring has been
completed; and China Datang Corporation and the Company have also implemented
certain regional and assets re-organisation. Due to comprehensive organization
and serious work, profit for the Company could be secured.
(iv) Achieved Prominent Results in Projects Construction
During the Year, the Company's preliminary works and construction works
proceeded smoothly with 13 power projects with a total capacity of 3,824.5MW
being approved by the State, On non-power businesses, the Keqi coal-based
natural gas project was approved, with an annual production capacity of 4
billion cu.m. per annum of coal-based natural gas.
During the Year, the staff of the Company and its subsidiaries overcame various
challenges, such as difficulties in securing delivery of generation facilities
and in carrying out construction works. Through carrying out conscientious
organisation and coordination work, the Company managed to keep its schedule of
construction-in-progress basically under control. During the Year, generating
units with a total capacity of 5,645MW successfully commenced operation. The
Duolun Coal Chemical Project entered into the trial run stage, while Shengli
Coal Mine East Unit 2 commenced production of coal. Among the new capacity
added:
-- 4,660MW of capacity was added to coal-fired power projects,
mainly including: two 300MW generating units at Jinzhou Thermal Power
Company; two 300MW generating units at Yungang Thermal Power Company; two
600MW generating units at Daba Power Company; two 660MW generating units
at Ningde Power Company; two 300MW generating units at Fengrun Thermal
Power Company; and one 300MW generating unit at Zhangjiakou Thermal Power
Company.
-- 735MW of capacity was added to hydropower projects, including:
three 150MW generating units at the Gelantan Hydropower Station of
Lixinjiang Hydropower Company; and three 95MW generating units at the
Jufudu Hydropower Station.
-- 250MW of capacity was added to wind power projects, including:
49.5MW generating units at Zuoyun Windpower Company; 49.5MW generating
units at Faku Windpower Company; 49.5MW generating units at Liaoning
Windpower Company; and 101.6MW generating units at Zhangzhou Windpower
Company.
As at the end of 2009, the generation capacities of coal-fired power,
hydropower and wind power accounted for 88.06%, 11%, and 0.94% of the Company's
installed capacity, respectively. As compared to the Previous Year, the ratio
of coal-fired power decreased by 1.23%, while the ratios of hydropower and wind
power increased by 0.45% and 0.78%, respectively. The Company's power
generation structure was further optimised.
(2) Major Financial Indicators and Analysis
(i) Operating Revenue
Revenues of the Group from electricity sales and heat sales accounted for
approximately 88.49% of the total operating revenue, of which revenue from
electricity sales accounted for approximately 87.69% of the total operating
revenue.
During the Year, the Group achieved operating revenues of approximately
RMB42,043 million and RMB383 million from electricity sales and heat sales,
respectively, representing increases of approximately 16.82% and 73.79% over
the Previous Year, respectively. The increase in revenue from electricity sales
amounted to approximately RMB6,053 million, which is mainly due to the impact
of two on-grid tariff adjustments in the second half of year 2008.
(ii) Operating Costs
During the Year, operating costs in electricity sales and heat sales of the
Group amounted to approximately RMB33,609 million and RMB644 million,
respectively, representing increases of approximately RMB1,949 million and
RMB204 million respectively, or approximately 6.15% and 46.26% respectively,
over the Previous Year. Of these figures, fuel costs accounted for
approximately 64.66% of the operating costs in electricity sales and heat sales
of the Group. Fuel costs decrease by approximately Rmb359 million or 1.60% over
the Previous Year. Depreciation accounted for approximately 21.76% of the costs
in electricity sales and heat sales, representing an increase of approximately
RMB1,337 million over the Previous Year, or 21.86%. The main reason was the
commencement of operations of certain generating units in the second half of
2008 and during the Year.
(iii) Operating Profit
During the Year, gross profit from electricity sales was approximately RMB8,173
million, while the gross profit margin was approximately 19.27%, representing
an increase of approximately 7.91% over the Previous Year.
2. The Chemical Business
The Duolun Coal Chemical Project, developed and constructed by the Group as a
controlling interest, is located at Duolun County, Xilinguole Pledge, Inner
Mongolia. It uses lignite coal from the East Unit 2 of Inner Mongolia Shengli
Coal Mine as raw materials; and it applies internationally advanced
technologies including the technology of vapourising coal ash, the syngas
purification technology, the large-scale ethanol synthesis technology, the
technology to convert methanol to propylene, and the propylene polymerisation
technology to produce coal chemical products. The project is the latest coal
chemical project, and the coal it uses is clean, highly efficient and has high
added-value. The final product of the project is 460,000 tonnes/ year of
polypropylene and other by-products.
The project is still under construction. It is expected that the successful
development and construction of this project will be a new point of profit
growth for the Group.
3. The Coal Business
(1) Business Review
The Shengli Coal Mine East Unit 2, developed and constructed by the Company, is
located in the central part of Shengli Coal Mine in Inner Mongolia. Its coal
products will mainly be supplied as raw materials to the coal chemical and
coal-based natural gas projects including the Duolun Coal Chemical Project and
the Keshiketeng Qi Coal-based Natural Gas Project. The Phase 1 project has a
production capacity of 10 million tonnes. Such project has already obtained the
State's approval, and has started coal production during the Year. The Company
is currently engaged in preliminary development works for Phase 2 and Phase 3
projects of the Shengli Coal Mine East Unit 2, the Wujianfang Coal Mine and the
Kongduigou Coal Mine.
The Company has considered and approved, at a recent Board meeting, the
resolution on the acquisition of 70% interest in Inner Mongolia Baoli Coal
Company Limited ("Baoli Company"). The open-cut coal mine owned by Baoli
Company is located in E'erduosi City, Inner Mongolia. Its designed production
scale is 1.2 million tonnes per annum. The successful developments and
acquisitions of the above-said coal mine projects will enhance the coal
consumption self-sufficiency of the Company's power plants.
To further secure coal supply and lower fuel cost, Beijing Datang Fuel Company
Limited ("Fuel Company"), a wholly-owned subsidiary of the Company, proactively
expanded its coal sales business and increased its coal sales during the Year.
(2) Major Financial Indicators and Analysis
(i) Operating Revenue
During the Year, operating revenue from the coal business of the Group amounted
to approximately RMB5,144 million, accounting for 10.73% of the total revenue
of the Group, representing an increase of approximately RMB4,759 million over
the Previous Year. The increase in the operating revenue is mainly due to,
apart from the sales of coal produced by the Group itself, an increase in the
coal sales business by Fuel Company, a wholly-owned subsidiary of the Company.
(ii) Operating Costs
During the Year, operating costs in the coal business amounted to approximately
RMB4,860 million, representing an increase of approximately RMB4,667 million
over the Previous Year. The increase in operating costs is mainly due to the
increased coal business of Fuel Company.
(iii) Operating Profit
During the Year, gross profit from the coal business was approximately RMB283
million, while the gross profit margin was approximately 5.51%, representing a
decrease of approximately 44.22% over the Previous Year. The decrease in margin
was primarily attributable to change in sales mix.
B. Management's Review on Consolidated Operating Results
1. Operating Revenue
During the Year, operating revenues of the Group amounted to approximately
RMB47,943 million, representing an increase of approximately 29.93% over the
Previous Year, of which the increase in electricity sales amounted to
approximately RMB6,053 million.
2. Operating Costs
During the Year, operating costs of the Group amounted to approximately
RMB41,199 million, representing an increase of approximately RMB7,191 million,
or approximately 21.15%, over the Previous Year. Among the operating costs,
fuel cost accounted for approximately 65.56%, and depreciation cost accounted
for approximately 18.22%.
3. Net Finance Costs
During the Year, finance costs of the Group amounted to RMB4,111 million,
representing an increase of approximately RMB416 million or 11.25% over the
Previous Year. The significant increase was mainly due to an increase in
interest expense during the Year caused by an increase in the drawdown of
borrowings and the ending of capitalisation of interest for newly operated
generating units.
4. Profit Before Tax and Net Profit
During the Year, the Group reported a profit before tax amounting to
approximately RMB3,231 million, representing an increase of 438.32% over the
Previous Year. Net profit attributable to equity holders of the Company
amounted to approximately RMB1,612 million, representing an increase of 115.16%
over the Previous Year. The increase in profits of the Group was mainly
attributable to the increase in operating revenue and decrease of unit fuel
cost.
5. Financial Position
As at 31 December 2009, total assets of the Group amounted to approximately
RMB184,224 million, representing an increase of approximately RMB25,505 million
as compared to the end of 2008. The increase in total assets mainly resulted
from the implementation of the expansion strategy by the Group which led to a
corresponding increase in investments in property, plant and equipment.
Total liabilities of the Group amounted to approximately RMB151,376 million,
representing an increase of approximately RMB23,563 million over the end of
2008. Of the total liabilities, long-term liabilities increased by
approximately RMB35,890 million over the end of 2008. The increase in total
liabilities was mainly due to an increase in the Group's borrowing level so as
to meet the needs of daily operations and infrastructure construction. Equity
attributable to equity holders of the Company amounted to approximately
RMB26,198 million, representing a decrease of approximately RMB53 million over
the end of 2008. Net asset value per share attributable to equity holders of
the Company amounted to RMB2.22, representing a decrease of RMB0.01 per share
over the end of 2008.
6. Liquidity
As at 31 December 2009, the asset-to-liability ratio for the Group was
approximately 82.17%. The net debt-to-equity ratio (i.e. (loans +medium-term
notes + corporate bonds - cash and cash equivalents)/total equity) was
approximately 396.83%.
As at 31 December 2009, the cash and cash equivalents held by the Group
amounted to approximately RMB1,506 million, of which deposits equivalent to
approximately RMB163 million were foreign currency deposits. During the Year,
the Group had no entrusted deposits or overdue fixed deposits.
As at 31 December 2009, short-term loans of the Group amounted to approximately
RMB19,569 million, bearing annual interest rates ranging from 2.10% to 7.47%.
Long-term loans (excluding those repayable within 1 year) amounted to
approximately RMB99,507 million and long-term loans repayable within 1 year
amounted to approximately RMB6,842 million. All long-term loans (including
those repayable within 1 year) were at annual interest rates ranging from 1.13%
to 7.83%, of which loan balances equivalent to approximately RMB1,233 million
were denominated in US dollar, and loan balances equivalent to approximately
RMB670 million were denominated in HK dollar. Among short-term and long-term
loans, loan balances of approximately RMB143 million are bearing fixed interest
rate of 4.14%. The Group constantly pays close attention to foreign exchange
market fluctuations and cautiously assesses foreign currency risks. Certain
assets including accounts receivable and property, plant and equipment, etc.
were pledged against certain borrowings of the Group. For details, please refer
to Notes 22 and 27 to the Financial Statements attached. In addition, as at 31
December 2009, medium-term notes held by the Group amounted to approximately
RMB2,962 million, which are of 5-year term with fixed annual coupon and
effective interest rates of 4.10% and 4.44%, respectively. As at 31 December
2009, corporate bonds held by the Group amounted to approximately RMB2,977
million, which are of 10-year term with a fixed annual coupon and effective
interest rates of 5.00% and 5.10%, respectively. All such medium-term notes and
corporate bonds are denominated in RMB.
On 30 November 2009, the Company acquired 100% equity interests of Datang
Liaoning New Energy Co., Ltd. and its subsidiary and Datang Zhangzhou Wind
Power Co., Ltd. from China Datang Corporation ("China Datang") for a cash
consideration of Rmb264.75 million, while Datang Energy and Chemical Company
Limited, one of its wholly-owned subsidiaries, acquired 100% equity interest of
Datang Hulunbei'er Fertiliser Company Limited from China Datang for a cash
consideration of approximately Rmb51.22 million. In addition, in year 2009, the
Company acquired Ningxia Datang International Daba Power Generation Company
Limited ("Daba Power Company") by entering into an agreement with another
shareholder of Daba Power Company, and accounted Daba Power Company as a
subsidiary. For details of the above-mentioned material acquisitions, please
refer to Note 5 to the Financial Statements attached.
The Group expects to incur capital expenditures on construction and purchases
of electricity facilities, plants, equipment and other projects in future. The
Group finances the above-mentioned material acquisitions in 2009 and capital
expenditures of future years primarily through internal funding, cash flow from
operating activities and debts and equity financing.
7. Welfare Policy
As at 31 December 2009, the staff of the Group totalled 15,670. During the
Year, the costs of salaries and staff welfare of the Group amounted to RMB1,822
million. The Group adopts the basic salary system on the basis of
position-points salary distribution. The Group carries out evaluation of its
subordinated enterprises based on a profit accountability system, and adopts an
incentive system for the senior management of its subordinated enterprises
based on assessments of capital operations, safe production and improved CPS's
anti-corruption work. The Group is concerned about personal growth and
occupational training. It implements a reward mechanism of "unification of
training, usage and remuneration". Based on the basic principles of
"identifying targets scientifically and providing training depending on actual
needs", and led by the strategy of developing talents and strong corporations,
the Group relies on a three-tier management organisational structure and
implements an all-staff training scheme for various levels.
C. Outlook for 2010
Year 2010 is the last year for implementing the State's "Eleventh Five-year
Plan" and is the last year for the Phase I of the Company's mid-term
development plans. The power industry still faced the tough operating
environment of high coal prices and low tariffs. However, given the recovery of
the macro-economy, power demands increase gradually, and the supports from the
government at various levels as a foundation industry for a sustainable
development of the nation's economy. the Company is thus provided with
sufficient room and opportunities for its further development.
Faced with a complex and ever-changing situation, the Company will continue to
implement an overall strategy that focuses on pursuing the power generation
business as its core development whilst complementing with synergistic
diversifications. The Company will do its utmost in 2010 to achieve the
production and operation targets for 2010 with a persistent focus on
profitability and safe production. It will strive to achieve a power generation
of 170 billion kWh. The Company will strive to dedicate efforts to the
following areas of work in 2010:
(1) To ensure safe production on a continuous basis and endeavour to be a
fundamentally safe company.
(2) To expand income while reducing expenditures so as to enhance the
profitability of the Company.
(3) To actively pursue structural adjustments so as to raise development
quality and efficiency throughout the Company.
(4) To step up efforts in improving management and focus on the construction
of basic infrastructures.
(5) To raise the standards in capital operations and fully leverage the
financing capacity of the Company.
(6) To implement a lean management, thus further improving the Company's
management performance.
(7) To push forward the work on energy conservation and emissions reduction in
order to maintain a leadership position of the Company in the industry.
(8) To speed up the development of human resources so as to achieve the goal
of developing into a strong corporation with strong talents.
Safety and Environmental Protection
Production Safety -- Creating a Fundamentally Safe Enterprise
Production safety is related to social harmony and stability, the survival and
development of an enterprise, and employees' life safety. Power generation is
unique in nature: complicated systems, stringent requirements, and being
closely related to the society and people's livelihood. Given all these
factors, production safety of a power enterprise is of utmost importance.
Innovation in safety management ideas
Datang International always puts production safety as the premises and
foundation of enterprise development. It adheres to the safely management
belief that "Safe production is of almost importance", striving to build a
fundamentally safe enterprise. The Company endeavours to establish an
accountability system and an improvement mechanism, and through safety
reliability designs on various elements of the production flow including
people, materials, systems and regimes, hazardous factors have been brought
under control, thereby achieving zero defects and nil accidents.
Cultivating the awareness about "fundamental safety"
The Company actively cultivates a strong sense of "Everyone wants to be safe,
everyone acts safely and everyone assures safety" through strengthening the
sense of responsibility for safety, the awareness about safety implementation
and the awareness about life among employees. Employees are guided to establish
the concepts that "hidden problems can be eliminated, risks can be prevented,
mistakes should be avoided and incidents can be controlled ".
Strengthening the basis of management
In 2009, by combining the requirements for the 3-tier responsibility management
system of "Headquarters - Professional companies and Regional companies - Base
level enterprises ", the Company improved and revised a series of safety
management systems including the "Work Rules for Production Safety " and the
"Management Rules for Production Safety Accountability" and launched various
measures including "Ten Prohibitions for Production Safety" and "Strict
Appraisal Rules for Personal Injury Incidents at Datang International".
The Company strengthened the management of all staff, all processes and from
all perspectives according to the performance appraisals for all staff. It
strengthened safety monitoring management of frontline staff, and promoted a
standardisation of on-site operation. A unified management model was
implemented for regulating safety management in external projects division and
outsourcing teams.
Governance of hidden safety hazards
The Company regards supervision and management of major sources of hazards as
important measures to prevent and control safety hazard incidents. On the basis
of scientific assessment and tier-by-tier management, the Company strengthened
dynamic management to ensure risks were under control.
The Company established a mechanism for eliminating and detecting hidden safety
hazards. Suspension of work for reform and improvement was strictly implemented
when hidden safety hazards were detected for elimination. The advantages of
"Two Databanks and Two Mechanisms" (namely, the problems databank, the experts
databank, the implementation supervision mechanism and the case resolution
mechanism) were fully utilised to realise online management of problems, online
reform and improvement and online supervision. As a result, the Company has
established a closed-loop system which is equipped with a mechanism to detect
problems, a platform to manage problems, a pool of experts to resolve problems,
a pool of designated persons to implement reforms and improvements, a pool of
management persons to oversee implementation and supervision, and a stipulated
code for case handling and resolution.
Ensuring safe operation of equipment
Ensuring safe operation of equipment is fundamental to assurance of production
safety. The Company attached great importance to equipment management by
continuously improving the equipment management process and promoting
professional equipment management. Through continuously strengthening the
supervision on technology, repairs and maintenance and operations management as
well as steadily rolling out the site inspection and regular repairs mechanism,
equipment disruptions were prevented and reduced to the maximum extent. The
Company also attached great importance to the full process management of
inspection and repairs for generation units and has established the "quality
accountability mechanism".
Strengthening the contingency mechanism
The Company attached great importance to the management of accidents. Through
the preparation, assessment, training for and rehearsal of contingency plans,
the capability of contingency management for various types of production
safety-related incidents was enhanced continuously. In 2009, the "Rules for
Accidents Management" and the contingency plans in respect of coal chemicals,
shipping, coal mining, information networks and typhoons were formulated.
Rehearsals for a number of contingency plans including those for fire fighting,
hydrogen supply station explosion, power grid disruption and ammonia gas
station leakage were conducted. Enterprises located at key flood warning areas,
coastal power generation companies and infrastructural enterprises have rolled
out full-scale contingency plans for avalanche, landslide and mudflow
disasters.
Environmental Protection: Building a Two-pronged Enterprise
Datang International adheres to the objective of establishing itself as a
resource-conserving and environmentally-friendly enterprise (a "two-pronged
enterprise"). It ensures that first-class environmental protection designs,
construction works and facilities are adopted, conducted and operating in its
power plants, striving to achieve a coordinated development of economic
efficiency and environmental protection for the enterprise. It has persisted in
building a "resources-conserving and environmentally friendly" enterprise.
Optimising the generation structure
The Company continued to optimise the generation structure. It optimised the
development coal-fired power; aggressively expanded its hydropower;
continuously developed wind power; actively pursued nuclear power; and
continuously increased the Company's core competitiveness, creating a better
path for the sustainable development of the Company.
Please refer below link for more details:
http://www.prnasia.com/sa/attachment/2010/05/20100503198932.pdf
Enhancing energy saving
The Company proceeded with an in-depth implementation of the concept of energy
conservation; strengthened the whole-process management of coal consumption;
and implemented energy-saving technological renovation and equipment management
to facilitate the smoothing proceeding of energy conservation and emissions
reduction.
The Company implemented coal consumption indicators at each power plant and for
each generating unit. The Company carried out activities of comparing the
energy efficiency indicators of generating units with the advanced indicators
of similar generating units, enhanced dynamic tracking, and conducted economic
evaluations to include the energy efficiency indicators into the incentive and
appraisal mechanism, optimising the power generation structure to tap the
potential of energy saving.
Please refer below link for more details:
http://www.prnasia.com/sa/attachment/2010/05/20100503865585.pdf
Reducing resources consumption
The Company reinforced the integrated control over water conservation and
applied water conservation technologies such as air-cooling, seawater
desalting, reclaimed water recycling, waste water processing, advanced
treatment of circulating cooling water and dry slagging in water-deficient
areas, and increased the water recycling rate through the grading of water
according to quality.
The Company proactively adopted new energy saving technologies; stepped up
efforts in equipment energy saving reforms; increased the operating efficiency
of generating units; lowered heat consumption in operation; and reduced coal
consumption. In 2009, we completed projects such as the renovation of the flow
part of the generating units and the enhancement of the efficiency of turbines,
the renovation of high-voltage frequency inverters, the renovation of boiler
small oil guns and the treatment on the internal leakage of high-temperature
and high-pressure valves, and generating unit vacuum treatment, resulting in a
sharp improvement in energy-saving and emissions reduction indicators.
Reducing emissions of pollutants
The Company determined "targets, problems, measures, results, responsibilities"
in respect of emissions reduction on a step-by-step basis and fulfilled the
leadership, technical, supervisory and on-site management responsibilities. It
also reinforced the maintenance and management of environmental protection
facilities and reduced pollutant discharges.
The Company proactively proceeded with desulphurisation and denitrification in
accordance with the environmental protection requirements of the State. Its
desulphurisation achieved industry-leading standards in the PRC. In 2009, the
Company conducted on-site desulphurisation inspections and organized
desulphurisation-related training and provided specifications and guidance for
the operation, maintenance and management and data specifications of
desulphurisation systems. The desulphurisation equipment operation rate and the
overall desulphurisation efficiency achieved 99.43% and 94.42% respectively,
representing increases of 1.52% and 1.20% year-on-year. The Company also
prepared and implemented the "Datang International "12th
Five-year Plan" Denitrification Plan" to strengthen the planning of nitrogen
oxide control so as to further reduce the discharges of pollutants.
Strengthening ecological preservation
The Company fully abided by international treaties, adhered to the
implementation of the State's environmental protection policies and
conscientiously conducted assessments on the environmental impact of its
construction projects. During the process of construction, the Company paid
close attention to water and soil conservation, ecological diversity
protection, and vegetation protection, striving to achieve a win-win situation
between the use of resources and ecological environment protection.
Pushing forward technology innovation, Developing a recycling economy
The Company puts emphasis on matching its corporate development strategies with
an enhancement of self-reliant innovation capabilities. With the establishment
of the Datang International Science & Technology Management Steering Committee,
the Company has been gradually enhancing its technology management and its
science and technology innovation regime, and has devised a series of
mechanisms to manage science and technology projects and to reward science and
technology achievements, thereby laying a foundation for advancement and
innovation in science and technology. The Company has successively embarked
researches in new advanced technologies regarding
coal-to-chemical, coal-to-gas, desulphurisation of coal-fired plants,
denitrification, vacuum cooling, dry slag handling and treatment of waste
water.
The Company took an active role in the development of a recycling economy,
emphasising the recycled and integrated use of ash, pulverised fuel ash,
desulphurised gypsum and waste water. The Company took the lead in constructing
the aluminium-silicon-titanium project to create the "
coal-electricity-ash-aluminium" recycling-economy assets chain. The resources
integrated utilisation and recycling-economy project undertaken by Renewable
Energy Resource Development Company, a subsidiary of the Company, is a key
project under the technology support plan of the Inner Mongolia Autonomous
Region. The project will realise the recycling of waste cinder and pulverized
fuel ash.
Human Resources Overview
The Company believes in a scientific view of talents which emphasises "people
are the prime resources" and "everyone has talent and can be successful". It
fully adheres to its motto of "respect labour, knowledge and talents" in human
resources. The Company has strove to align individual growth of staff with the
growth of the Company by providing staff with sufficient career development
opportunities and sharing developmental achievements of the Company with them.
A sound training system
The Company placed high emphasis on employee development. In the light of the
growth aspirations of employees, the Company undertook various tasks such as
conducting training at all levels, employee skill assessment, professional
technical qualification evaluation and "112 Talent Appraisal". The Company
persisted in combining learning and practice and combining nurturing and
deployment to promote the all-round development of talents.
The Company cooperated with renowned colleges to conduct academic education.
Various subsidiaries established training bases and simulation centres. In
2009, the Company and its subsidiaries invested funds of approximately RMB30
million on a total of 989,089 training hours for the full year. The Company
provided training for its staff with a total enrollment of 180,027. Business
management personnel and professional technicians received training of 15,993
man-times and production skilled personnel received training of 149,301
man-times. The ratio of employees receiving training reached 100%.
Incentive mechanism
We adopted various incentive mechanisms to encourage and retain talents. The
Company implemented reforms on the job-position determined remuneration
mechanism with more attention on the incentives given to frontline production
employees and skilled workers. The Company promoted comprehensive performance
appraisal management, stimulating the enthusiasm of production technical and
skilled workers and granting special awards to employees with outstanding
contributions.
Safeguarding the fundamental interests of employees
The Company strictly complied with the "Labour Law", the "Labour Contract Law"
and the "Law on the Protection of Women's Rights and Interests" and protected
the legitimate interests of employees according to the law. The ratio of
entering into labour contracts was 100% and the collective contract coverage
was 100%. The Company also continued to implement the paid leave system,
fulfilling the requirement of caring for the physical and mental health of
employees.
The Company regularly organised health checkups for all employees and created
health files, with a focus on checking employees engaging in special tasks and
offered guiding advice to employees on their health conditions. In 2009, the
Company implemented the "Ten Measures to Benefit the Employees" and
continuously improved the livelihood of employees.
Staff training in 2009
Training programmes 3,586
Percentage of staff training 100%
Training enrollments (man-times) 180,027
Among which: Corporate management and
Professional technicians 15,993
Production technicians 149,301
Certification and evaluation of professional
and technical qualifications of the staff
With professional qualifications 1,764
With operation qualifications 843
With technical qualifications 1,315
Major Awards and Titles of Outstanding Individuals in 2009
Number of
People
Award Granting Authority Awardees
"National 1st May All China Federation of
Labour Award" Trade Unions 4
New Century 7 ministries including the
Talented People Ministry of Human
Selection Project Resources and
Social Security 1
Model Workers of State-owned Assets
State-owned Supervision and
Enterprises Administration
Commission 1
Nationwide All China Federation
Outstanding of Trade Unions
Union Workers 1
New Stars of China Electricity Council
Power Education
and Training 2
Board, Supervisory Committee and Senior Management
Members of the Board
Executive Directors
Cao Jingshan
Aged 47, graduated from Dalian University of Technology major in technical
economics and management. He holds a doctorate degree and is a senior
economist. Mr. Cao commenced his career in 1981 in Yuanbaoshan Power Plant and
was successively Assistant to Plant Manager, Chairman of the Labour Union,
Deputy Plant Manager and Plant Manager of Yuanbaoshan Power Plant. From January
2003, he became Deputy Head of the President's Office (Person-in-Charge), and
has been the Head of the President's Office cum Head of the International
Cooperation Department of China Datang Corporation since January 2003. Starting
from April 2008, Mr. Cao has been the President of the Company, and he has been
the Executive Director and Vice Chairman of the Company since 30 May 2008. Mr.
Cao has long been engaged in electricity production, technical and operation
management, with extensive knowledge and practical experience in electricity
generation and operation management.
Zhou Gang
Aged 46, graduated from East China Institute of Water Conservancy (currently
known as Hehai University) with master degree of technology and master of
business administration, is a senior engineer. He is currently Deputy General
Manager of the Company and Secretary to the Board. Mr. Zhou started his career
in 1985 in Fu Chun Jiang Hydropower Plant of East China Electricity
Administrative Bureau. Mr. Zhou later worked for China National Water Resources
& Electric Power Materials & Equipment Corporation as Deputy Manager of the
Information Department, Deputy Director and then Director of the General
Manager's Office, Deputy General Engineer and Deputy General Manager; Deputy
General Manager of China National Water Resources & Electric Power Materials &
Equipment Co., Ltd. and General Manager of its Shanghai company as well as
Deputy Director of the International Cooperation Division of the General
Manager's Office of China Datang Corporation. Mr. Zhou has become Vice
President of the Company since June 2007. Mr. Zhou has extensive experience in
international cooperation, power resources management and power generation
enterprise operation and management.
Non-executive Directors
Zhai Ruoyu
Aged 64, graduated from the Economic Management Department of Liaoning
University, is a professor-grade senior engineer. He is currently Chairman of
the Company. Mr. Zhai worked at the Liaoning Power Plant since 1966 and held
various positions including Deputy Director and Director. Since 1992, Mr. Zhai
had held various positions including Deputy Chief of the Security and
Environmental Protection Division of the Ministry of Energy of the PRC, Deputy
Chief of Safe Production Division of Ministry of Power Industry, Deputy
Director and later Director seconded by the Central Disciplinary Committee and
the Ministry of Supervision to the Supervisory Bureau of the Ministry of Power
Industry, as well as Head of General Office of the State Power Corporation of
the PRC Ministry of Power Industry. In March 1999, Mr. Zhai took up the
position of Party Secretary and President of the Northeast Branch of the State
Power Corporation. He served as Party Secretary and President of North China
Power Group Company since October 2000. He became President of China Datang
Corporation in December 2002. In March 2003, Mr. Zhai was appointed a delegate
to the 10th National People's Congress. In March 2008, Mr. Zhai was appointed a
delegate to the 11th National Committee of the Chinese People's Political
Consultative Conference. With 40 years' experience in the power industry, Mr.
Zhai has long been engaged in the fields of power production, production
technology management, administration and operations management. He has
extensive experience with specific expertise in power generation and operations
management.
Hu Shengmu
Aged 50, university graduate, is a senior accountant. He is currently the Party
Commissioner and Chief Financial Controller of China Datang Corporation. Mr. Hu
joined North China Power Corporation as he worked in Beijing Power Supply
Bureau in 1981. He had been the Deputy Head and the Deputy Manager of the
Finance Department of the North China Power Administration Bureau (NCPGC), the
Chief Accountant and Financial Manager of the Company and the Chief Accountant
of NCPGC. Mr. Hu was appointed Chief Accountant of China Datang Corporation in
January 2003. Mr. Hu has been involved in financial management of power system
for 27 years. He is knowledgeable in financial management and has extensive
experience in financial practices.
Fang Qinghai
Aged 56, post-graduate, is a senior engineer. He is currently the Head of the
Planning, Investment and Financing Department of China Datang Corporation. Mr.
Fang joined Anshan Power Plant in 1974 and since then took up various positions
including Deputy Head of the Communist Party Committee Office of Anshan Power
Plant, Division Chief of the Production Planning Division, the Integrated
Planning Department of Northeast Power Administration Bureau, Deputy Head of
the Integrated Planning Department, Deputy Head and Head of the Development and
Planning Department of the State Power Corporation (Northeast Company), Head of
the Power Exchange Centre of Northeast China Power Grid, Deputy Chief Engineer
and Head of the Development and Planning Department of Northeast China Power
Grid Company Ltd. He became Deputy Chief of the Development and Planning
Department of China Datang Corporation in April 2005, and has become Head of
the Planning, Investment and Financing Department of China Datang Corporation
since November 2006. Mr. Fang has been involved in the power system for many
years and is well experienced in power generation and operation.
Liu Haixia
Aged 49, graduated from North China Power College majoring in power plant
thermal energy. He subsequently pursued postgraduate studies in Business
Administration in the Renmin University of China. He is a senior engineer and
Assistant to President of Beijing Energy Investment Holding Company Limited.
Mr. Liu joined Beijing Electric Power Company in 1983 and since then took up
positions of Technician, Engineer and Assistant to Manager and Deputy Manager.
He has been Assistant to President of Beijing International Power Development
and Investment Company since 1998. He has been Assistant to President of
Beijing Energy Investment (Group) Company Limited since December 2004. With his
long-standing involvement in corporate management and planning management of
power companies, Mr. Liu has acquired extensive experience in corporate
management and industrial planning and investment.
Guan Tiangang
Aged 43, graduated from North China Power College majoring in thermal dynamics
and possesses a master degree in Finance from the Renmin University of China.
She is a senior engineer and currently the Vice President and the Secretary to
the Board of Directors of Beijing Jingneng International Energy Company
Limited. She started her career in 1990, and had worked as a teacher in
Shijingshan Thermal Power Plant Education Centre and as Project Manager of the
Investment Department of Beijing International Power Development and Investment
Company. She has become the Deputy Manager of the Power Investment and
Management Department of Beijing International Power Development and Investment
Company and Manager of the Power Generation and Operation Department of Beijing
International Power Development and Investment Company. She has become the
Manager of the Power Generation and Operation Department of Beijing Energy
Investment (Group) Company since December 2004. Since February 2007, she has
become the Vice President and the Secretary to the Board of Directors of
Beijing Jingneng International Energy Company Limited. Ms. Guan has long been
engaged in the work of power investment operation, and has extensive experience
in power investment and finance planning and management.
Su Tiegang
Aged 62, university graduate, is a senior engineer. He is currently the Vice
President of Hebei Construction Investment Company. He started his career in
1968 and had worked in the County Commission of Zefu, Qinghai Province, the
Provincial Construction Commission of Qinghai Province and Qinghai No. 3
Construction Engineering Company. Mr. Su became Head of the Raw Materials and
Projects Division of Hebei Construction Investment Company since October 1989.
Since December 1990, he served in Hebei Provincial Planning Committee as Head
of the Investment Department. He has become Vice President of Hebei
Construction Investment Company since October 1993. With his long-standing
involvement in corporate management and planning management, Mr. Su is well
experienced in corporate management and industrial planning and investment.
Ye Yonghui
Aged 58, is presently the Deputy Chief Economist of Hebei Construction
Investment Company. Mr. Ye started his career in 1969 and joined the Energy
Branch of Hebei Construction Investment Company in 1990, holding positions such
as Administrative Officer, Deputy Manager and Manager of the Jibei Branch. From
September 1999 to January 2004, he was the Manager of the Energy Branch of Hebi
Construction Investment Company. From January 2004 to March 2006, he was the
Manager of the Energy Business Department I of Hebei Construction Investment
Company. From March 2006 to March 2007, he served as Deputy Chief Economist and
Manager of the Energy Business Department I of Hebei Construction Investment
Company. From March 2007 to date, he was the Deputy Chief Economist of Hebei
Construction Investment Company. With his long-standing involvement in
corporate management and planning management, Mr. Ye has acquired extensive
experience in corporate management and industrial planning and investment.
Li Gengsheng
Aged 50, a holder of MBA, graduated from Northeast Power College with a
bachelor's degree in thermal dynamic and from China Europe International
Business School with a postgraduate MBA degree. Mr. Li is a professor grade
senior engineer and he is currently the General Manager of Tianjin Jinneng
Investment Company. Mr. Li joined Hebei Electric Construction Company in 1983,
and subsequently worked as Deputy Head of the Thermal Control Office of Tianjin
Power Scientific Institute, Deputy Manager of Tianjin Power Infrastructure
Subcontracting Company, Deputy General Manager of Huaneng Yangliuqing Thermal
Power Co., Ltd., Deputy General Manager of Tianjin Jinneng Investment Company,
and has been General Manager of Tianjin Jinneng Investment Company since 2007.
Mr. Li has been engaged in power corporate management and corporate investment
for a long time, and has rich experience in corporate management and
investment.
Independent Non-executive Directors
Xie SonglinAged 68, graduated from the Department of Dynamics at Shaanxi Industrial
University (now known as Xi'an Jiaotong University) majoring in power
generation. He is an Engineer, Senior Accountant, Senior Economist and
currently Consultant of the State Grid Corporation of China. Mr. Xie started
his career in 1965. He had worked as technician at the Xinjiang Prospecting and
Design Institute for Hydropower; Engineer and then Director of the Hunan Yiyang
Power Industry Bureau. In 1985, he was appointed Deputy Director of Hunan Power
Industry Bureau and Deputy Director of the Central China Power Management
Bureau. In 1992, he was appointed as Deputy Director of the Audit Bureau of the
Ministry of Energy. In 1993, he was appointed Chief of the Economic Adjustment
Division of the Ministry of Power. He was the Head of General Office of
Ministry of Power Industry in 1996. In 1997, he was appointed Chief Economist
of the State Power Corporation, Chief of the General Management Division of the
Ministry of Power. He became Chief Accountant and Head of the Finance and
Assets Operation Department of the State Power Corporation in 1999. He became
the Vice President of the State Power Corporation in June 1999. He has been
Consultant of the State Grid Corporation of China since 2003. Mr. Xie has long
been engaged in the production and management of the power industry. He has
extensive experience in power generation and management.
Yu Changchun
Aged 58, holds a PhD degree in economics. He is currently Head of the Education
and Research Centre and Professor of Accounting at the Beijing State Accounting
Institute. Mr. Yu taught at the Jilin Institute of Finance and Commerce upon
graduation in 1978 and subsequently obtained a master degree in economics from
Shanghai Social Science Institute and a PhD degree in economics from Tianjian
University of Finance and Economics. He was Department Head, Professor and
Advisor to postgraduates at the Department of Accounting at the Changchun
Institute of Taxation in 1995. He carried out post-doctoral researches in the
Financial and Economics Research Institute at the China Academy of Social
Sciences in 1997 and worked with the Beijing State Accounting Institute in
1999. Mr. Yu has been engaged in theoretical and practical researches in the
areas of Economics and Accounting for many years. A number of scientific
research topics at the ministry (Provincial) Level were conducted and completed
by Mr. Yu and have been awarded for a number of Outstanding Achievements at the
Ministry (Provincial) Level. He was granted a specific subsidy from the State
Council in 1997.
Liu Chaoan
Aged 54, graduated from the Geological Institute of Jilin University. Mr. Liu
is a professor grade senior engineer, currently as Chairman of North China
Electric Power Engineering Company Limited of the State Power Corporation. Mr.
Liu worked as a technician at the Beijing Power Design Institute in 1980, and
subsequently had been the Professional Section Chief, Deputy Chief and
Assistant to Director at the North China Design Institute. He was Vice
President of North China Electric Power Engineering Company Limited of the
State Power Corporation since 2000, and he has been the Chairman of North China
Electric Power Engineering Company Limited of the State Power Corporation since
2006. Mr. Liu has extensive experience in engineering design and geological
prospecting of the power industry.
Xia Qing
Aged 53, is a graduate of Tsinghua University with a PhD degree in Mechanical
and Electrical Engineering. He is a professor and an advisor to PhD students.
He was awarded a PhD degree by Tsinghua University in 1989, with major research
direction focusing on the power market, power system planning, information
technology and power demand forecasts theories. From March 1996 to March 1997,
he was a visiting scholar funded by The British Royal Society and was engaged
in the research of power markets in the United Kingdom. Mr. Xia has conducted a
number of researches on topics including the power market, power resources
planning, power grid planning, power demand forecasts, power regulatory issues,
dispatch of energy saving power generation. He has also been involved in power
market design for the four major regions in the PRC. His current part-time jobs
include serving as part-time professor at the Party School of the State Power
Grid Company, Consultant to the State Power Grid Trading Centre, Consulting
Expert of Yunnan Power Grid Corporation and Independent Director of Yunnan Wen
Shan Power Company Limited.
Li Hengyuan
Aged 67, graduated from Chengdu University of Technology, majoring in
Analytical Chemistry under the School of Mathematics, Physics and Chemistry. He
is a senior engineer and currently Deputy Secretary-general of All-China
Environment Federation. Mr. Li participated in the work of Mining and
Metallurgical Research Institute under Chinese Academy of Sciences in 1965. He
took the office of Director of Environmental Protection Bureau of Zigong City,
Sichuan Province and then the Chief Director of the Laws and Regulations
Department in the State Environmental Protection Administration. Mr. Li has
become a part-time professor and guest professor of Jilin University and a
part-time professor of Beijing Normal University since 1994. He has been Deputy
Secretary-general of All-China Environment Federation since 2004. Mr. Li has
long been engaged in environmental protection studies including environment
capacity and pollution prevention. He has extensive academic knowledge and
years of practical experience in environmental protection. He, through his
research results, has won the National Scientific and Technological Progress
Award (Second Class), the Ministerial and Provincial Scientific and
Technological Progress Award (Second Class) and the Ministerial and Provincial
Scientific and Technological Progress Award (Third Class), and has presented a
considerable number of academic papers at international academic conferences
and in national academic journals. Mr. Li has also participated in drafting
various laws, regulations and codes in relation to environmental protection.
Members of the Supervisory Committee
Qiao Xinyi
Aged 58, graduated from North China Power Institute majoring in thermal power
equipment. He is university educated and a Senior Economist. He is currently a
member of the Company's Communist Party Committee, Head of the Disciplinary
Division and Chairman of the Staff Union of the Company. Mr. Qiao joined North
China Power Corporation in 1969. He worked successively as Head of the Cadre
Office, Assistant to Manager and Deputy Manager of the Personnel Department of
North China Power Corporation, and Party Secretary and Deputy Chief at the
Qinhuangdao Electric Power Bureau. He has been Deputy Chief Political Engineer
cum Head of the Corporate Culture Department, Director of the Work Assignment
Committee, Chairman of the Staff Union, and Head of the Disciplinary Division
of the Company since February 2000. He has become Chairman of the Supervisory
Committee of the Company since May 2009. Mr. Qiao has long been engaged in the
management of power generation companies and has extensive experience in human
resources management and corporate management in power generation companies.
Zhang Xiaoxu
Aged 47, university graduate. He graduated from the Central Communist Party
College majoring in economics management and graduated from Liaoning Power
University with specialisation in industrial accounting. He is a senior
accountant and is presently Manager of Financial Department of Tianjin Jinneng
Investment Company. Mr. Zhang began his career with First Construction Company
of Fushun City, Liaoning Province in 1982. He served as Accounting Officer in
First Construction Company of Fushun City in Liaoning Province and was
Accounting Officer and Chief Accountant of Liaoning Power Plant; and Deputy
Head and Head of Finance Division, Deputy Chief Accountant, Chief Accountant at
Liaoning Nenggang Power Generation Co., Ltd. He was Deputy Manager and Manager
of Financial Department of Tianjin Jinneng Investment. Mr. Zhang has long been
engaged in financial management and has extensive practical work experience.
Fu Guoqiang
Aged 47, university graduate, is a senior accountant, CPA. Mr. Fu is the Head
of the Finance and Assets Management Department of China Datang Corporation. He
was the Head of the Finance and Assets Management Department of China Datang
Corporation. He was the Head of the Finance and Assets Management Department of
Hebei Power Company, Manager of the Finance Department of NCPGC. Mr. Fu has
been the Head of the Finance and Assets Management Department of China Datang
Corporation since December 2003. Mr. Fu has long been engaged in finance
management in power system and has extensive practical experience in operation
and management.
Guan Zhenquan
Aged 46, graduated from University of Fuzhou majoring in power system. He is
university educated and a Senior Economist. He is currently Deputy Director of
the Human Resources Department of the Company. Mr. Guan joined North China
Power Corporation in 1988. He served successively as Deputy Director of the
Personnel and Education Department of Beijing General Power Equipment Plant,
Deputy Head of the Administrative Office of Leading Cadres, and Head of the
Labour Administrative Office of the Personnel Department at North China Power
Corporation; and Deputy Party Secretary cum Secretary of the Disciplinary
Committee as well as Chairman of the Staff Union at Tianjin Datang
International Panshan Power Generation Company Limited. He has served as Deputy
Head, Director and Deputy Director of the Human Resources Department of the
Company since March 2002. He has become member of the Supervisory Committee of
the Company since May 2009. Mr. Guan is familiar with the development and
management of human resources in power generation companies and has extensive
experience in human resources management in power generation companies.
Secretary to the Board
Zhou Gang
Aged 46, an Executive Director and Vice President of the Company.
Senior Management
An Hongguang
Aged 51, graduated from Wuhan University majoring in Administration Science and
Engineering with a master degree. He is a senior engineer and currently the
Vice President of the Company. Mr. An joined North China Power Corporation in
1982 and since then held various positions including Deputy Head of the
Chemical Workshop of Xia Hua Yuan Power Plant, Deputy Head and Head of the
Chemical Workshop of Dou He Power Plant, Division Chief of the Biotechnology
Unit of Dou He Power Plant, Assistant to Director of Tangshan General Power
Plant, Assistant to Director of Dou He Power Plant, Deputy Manager of the
Production Department of the Company and Director of Zhangjiakou Power Plant.
From June 2005 to December 2005, he served as Assistant to President of the
Company. He has become Vice President of the Company since December 2005. Mr.
An has more than 20 years' experience in the area of power systems and has been
long engaged in power plant production and administration management. He is
well experienced in power generation and operation, with specific expertise in
production safety management of power plants.
Qin Jianming
Aged 47, graduated from North China Electric Power University majoring in
technical economics. He has post graduate qualification and is a senior
engineer. He is currently a Vice President of the Company. Mr. Qin commenced
his career in 1984 with Ministry of Water Resources and Power and had been
successively person-in-charge of the Office of the Planning Division of the
Power Department, Head of the General Office of Project Construction Bureau of
the State Power Corporation, Head of the Thermal Power Construction Management
Office of the Thermal Power Construction Department, Head of the General
Management Office of Power Construction Department and Deputy Director of the
Construction Management Department of China Datang Corporation. Mr. Qin has
been a Vice President of the Company from June 2007 and he has extensive
experience in power project construction and management.
Liu Lizhi
Aged 44, graduated from Northeast Power Institute majoring in power system and
engineering automation. He is a Senior Economist and Senior Engineer with
graduate school education. He is currently a member of the Communist Party
Committee and Deputy General Manager of the Company. Mr. Liu joined China Power
Information Research Institute in 1991. In July 1994, he was Deputy Chief of
the Dynamics and Economics Research Office at the Beijing Power Scientific
Research Institute. He has been working at the Company since September 1999 and
has successively held the positions of Manager of the Planning and Development
Department and Manager of the Development and Planning Department of the
Company. He served as General Manager of Hebei Datang International Huaze
Hydropower Development Company Limited; Director of the Preparation Division of
Hebei Yuzhou Energy Multiple Development Company Limited; General Manager of
Datang International Chemical Technology Research Institute Company Limited;
and then Secretary to the Communist Party Committee cum General Manager of
Inner Mongolia Branch of the Company. He has been Chief Economist of the
Company since December 2005, and Deputy General Manager of the Company since
March 2009. Mr. Liu is familiar with power system project management,
investment and financing management. He has extensive experience in capital
operation and corporate management.
Wang Zhenbiao
Aged 46, graduated from North China Power Institute majoring in thermal
dynamics. He is a Senior Engineer with graduate school education. He is
currently a member of the Communist Party Committee and Deputy General Manager
of the Company. Mr. Wang joined Beijing Power Construction Company in 1984. He
successively held the positions of Deputy Chief and Engineer Director of the
Production and Technology Department of North China Power Corporation, and then
Chief Engineer of Inner Mongolia Datang International Tuoketuo Power Generation
Company Limited. He was Deputy Manager and Manager of the Engineering and
Construction Department of the Company since February 2001, and then served as
Deputy Chief Engineer of the Company. He has been Chief Engineer of the Company
since September 2007, and Deputy General Manager of the Company since March
2009. Mr. Wang is familiar with the management of power system infrastructure
construction as well as the management of production and technology. He has
extensive experience in power engineering and construction as well as corporate
management.
Wang Xianzhou
Aged 56, graduated from Beijing Broadcast and Television University majoring in
industrial statistics. He is a senior accountant and the Chief Financial
Officer of the Company. Mr. Wang joined North China Power Corporation in 1970
and had held various positions including Head of the Financial Department of
Xia Hua Yuan Power Plant and Deputy Chief Accountant and Head of the Financial
Division of Zhang Jia Kou Power Plant. Since 1995, Mr. Wang had held various
positions including Deputy Financial Manager and Financial Manager of NCPGC,
Financial Manager and Chief Accountant of the Company. He has been Chief
Financial Officer of the Company since August 2000. Mr. Wang has acquired
extensive experience in the financial management of power companies from his
longstanding focus in this area.
Management of Investor Relations
During 2009, the Company conducted active and sincere communication with
investors at large and analysts by various channels including results
presentation, overseas roadshows, roadshow for bonds issue, reverse roadshows,
investor forums, company visits, telephone conferences as well as answer
enquiry phone calls and reply to emails. Among the meetings, the Company met
analysts and fund managers 414 man-times through results presentations and
overseas roadshows; met analysts and fund managers 40 man-times at roadshow for
bonds issue; met analysts and fund managers 42 man-times at reverse roadshows;
met analysts and fund managers 742 man-times at investor forums; and met
analysts and fund managers 386 man-times through company visits and telephone
conference.
Investor Relations Activities Conducted in 2009
Month Information of Investor Being a No. of No. of
Relations Activities Speaker at One-on-one People met
the Conference Meeting
January Deutsche Bank Access
China Conference Yes 12 75
UBS 9th Greater China
Conference Yes 14 83
February Daiwa Investment Conference Yes 15 70
March Annual Results Presentation Yes ― 106
April Annual Results Domestic
Roadshows No 22 85
Annual Results Overseas
Roadshows No 25 49
May Macquarie Investment Forum No 8 35
June JP Morgan China Conference Yes 16 95
Company's Reverse Roadshows Yes ― 42
UBS Investment Forum No 7 26
July Nomura Investment Forum Yes 13 78
BNP China Power Corporate Day No 8 25
August Company's Roadshow for Bonds Issue No 8 40
Interim Results Presentation Yes ― 101
Interim Results Domestic Roadshows No 17 47
Interim Results Overseas Roadshows No 9 26
September CLSA 16th Asia Investment Conference No 18 65
October Citi Annual Investor Conference No 9 36
BNP Investor Annual Conference No 7 23
November Bank of America Merrill Lynch No 16 40
China Investment Summit
Morgan Stanley Asia Pacific Summit No 17 46
December Citic Securities Annual
Strategy Conference Yes 5 45
1. What is the Company's view on the nation's power supply and demand in 2010?
A.: 2010 is a year with the most complicated international and domestic
economic conditions. According to the forecasts by the China Electricity
Council, the nation's power supply and demand will be characterised by the
following:
i. It is anticipated that newly-added installed capacity will remain relatively
strong with a further growth in the supply capacity. In 2010, 85,000MW of
installed capacity is expected to be added to the nation's infrastructure for
the whole year: This includes over 15,000MW of hydropower; 55,000MW of
coal-fired power; 1,080MW of nuclear power; 13,000MW of wind power; and
200,000kW of solar photovoltaic power. It is anticipated that by the end of
2010, the nationwide installed capacity of power generation will be around
950,000MW.
ii. It is anticipated that demand will continue to rise. Power consumption for
the whole year will grow by 9% year-on-year to approximately 3,970 billion kWh.
Given the base effect for each month in 2009, total social power consumption
will follow an overall trend of "from high to low" in 2010. The growth rate
will exceed 10% in the first half but will gradually decline in the second
half.
iii. The overall power supply and demand is expected to be in equilibrium.
Utilisation hours of power generation equipment for the full year is estimated
to be approximately 4,500 hours, basically maintaining the same level as 2009
or experiencing a slight decline. Thermal coal, water resources and climate
will be the most important factors affecting power supply and power generation
balance in certain regions.
2. What is the Company's estimate of coal procurement in 2010 and what is its
assessment towards the coal demand and supply situation during the year?
A.: According to the Company's power generation plan for 2010, it is estimated
that the Company will consume approximately 78 million tonnes of coal for the
full year. The Company has entered into key coal contracts at an average
increase in coal price of approximately 9%. The remaining coal requirement
apart from key contract coal will be satisfied through procurement in the
international and domestic markets.
The Company anticipates that coal supply and demand will be basically balanced
in 2010. Spot coal prices in the domestic market will decline as compared to
the beginning of the year but will still be higher than key contract prices.
The decline in coastal coal prices will be greater than those of direct coal
and mine-mouth coal.
3. What are the Company's measures in response to the continuously rising
debt-to-assets ratio?
A.: As at 31 December 2009, the Company's debt-to-assets ratio on a
consolidated basis was 82.17%, representing an increase of 1.64 percentage
points as compared to the end of 2008. In response to the continuously rising
debt-to-assets ratio, the Company has been actively pursuing the issuance of
additional capital. As at 31 December 2009, the Company's non-public offer plan
for the issuance of not exceeding 700 million A shares had obtained
unconditional approval from the CSRC. The Company successfully completed a
non-public offer of A shares in March 2010 and RMB3.248 billion of proceeds was
subsequently raised. The above plans have effectively reduced the Company's
debt-to-assets ratio.
4. What are the targets at various stages in the Company's development of the
coal chemical business?
A.: As at the end of 2009, the Company obtained approvals from (or submitted
filing to) the government for the Duolun Coal Chemical Project and the Keqi
Coal-based Natural Gas Project which have formally commenced construction. The
Duolun Coal Chemical Project had entered into the full trial-run stage since
the beginning of 2009. The Company planned to complete the full-system trial
run in 2010 by linking all technical processes so as to produce polypropylene
smoothly as the end product. The Keqi Coal-based Natural Gas Project (with
annual production of 4 billion cubic metres) commenced construction in August
2009. The first production line is expected to commence operation in 2012 and
full production will be achieved by 2014.
In addition, the Fuxin Coal-based Natural Gas Project obtained formal approval
from the NDRC in March 2010 and has commenced construction.
5. Has the Company made any new adjustments to its development approach?
A.: In order to adapt to the changing market and regulatory environments so as
to assure the Company's sustainable development, the Company appropriately
adjusted its development approach from mainly relying on "new construction" to
both "acquisitions and new construction". The Company will capture the numerous
acquisition opportunities available amidst the current adjustment process of
the power industry. By pursuing the development strategy of "focusing on
pursuing the power generation business as its core developmentwhilst
complementing with synergistic diversifications" and through the various
approaches of capital raising, acquisitions of equity interests and
restructuring of assets, the Company will continue to expand its scale of
operation and enhance its profitability.
6. What are the major strategic targets of the Company in 2010?
A: 2010 is the final year for the first stage of the development strategy of
"focusing on pursuing the power generation business as its core development
whilst complementing with synergistic diversifications". The major strategic
targets in 2010 include continuous development of power-related assets; the
attainment of certain operating scale in coal and coal-to-chemical productions;
the initial establishment of the logistics assets chain; a full roll-out of the
assets deployment of diversified businesses, with a gradually rationalized
assets structure; and the contribution of profits from non-power assets to the
overall operating results of the Company for the first time.
Risk Management
The major risks posed to the Company in 2009 and the coping measures are
summarised as follows:
(1) Risks related to operations
At present, the Company is principally engaged in the power generation business
comprising mainly coal-fired power generation. Most of the Company's generating
units are thermal power generating units. On the one hand, there is a risk
related to its single power source because the major raw material is fuel coal.
On the other hand, there is a risk related to its by-and-large single business
because the revenue of the principal business is derived from power generation.
If the fuel market or the supply and demand in the electricity market
fluctuates substantially, or if market competition intensifies, having a single
power source and a single business portfolio will pose a disadvantageous impact
upon the Company's operating results.
In response to the risk associated with the single power source portfolio, the
Company applied various initiatives to increase the proportion of hydropower in
installed capacity to further diversify the power source mix, thus minimising
the risk in fuel supply. In addition to the hydropower plants in Huaze,
Lixianjiang Basin, Nalan, Wenshan and Pengshui which have been put into
operation, the Company is planning for the construction of hydropower projects
in Wulong, Ganzi and other places. Upon completion of these projects, the
installed capacity under management of all hydropower projects will represent
20-25% of the installed capacity under management of the Company.
Therefore, the risk associated with its single power source will be further
minimised. Meanwhile, the Company's plan to develop nuclear power and wind
power will further optimise its power source mix.
In response to the risk associated with its single business portfolio, the
Company strived to implement the diversification strategy. On the one hand, the
Company has been actively leveraging the relevant national policies and has
been focusing on developing the power market in the western region which enjoys
the policy advantages. On the other hand, it strived to push forward expansion
programmes in coal, chemical and railway projects, as well as relevant projects
of upstream and downstream industries in relation to electricity, to further
assure a sustainable development of the Company.
(2) Risks related to safe production
There is a possibility of having production safety-related accidents in the
power industry. Any major production-related accidents will cause substantial
losses to a company and an adverse effect on the society. The Company adopted
various initiatives to minimise risks associated with safe production. For
example, the Company took the management of safe production very seriously by
strengthening the awareness of safe production in personal safety, equipment
safety, traffic safety, social safety and so forth, by implementing an
accountability system for safe production, and by improving safe production
skills and measures. The Company revised and published the "Rules of Datang
International Power Generation Co., Ltd. Governing the Accountability System
for Safe Production" and the "Rules of Datang International Power Generation
Co., Ltd. Governing Safe Production-related Critical Incidents"; the Company's
subordinate units signed a "Safe Production Accountability Letter" at the
beginning of each year and review the extent they have accomplished in the
Letter at the end of each year, and present a written report to the Company
which will assess the extent to which the indicators are achieved and put
forward its opinions on the assessment of the annual Safe Production
Accountability Letter.
(3) Risks related to environmental protection
Waste gases, waste water, ashes and other pollutants are discharged during the
process of thermal power generation. On the one hand, this will cause pollution
to the surrounding environment. On the other hand, the Company needs to pay the
sewage charges arising from this as its operating costs. These sewage expenses
are likely to increase further in future with the State's increasing efforts to
levy sewage charges and the public's growing emphasis on environmental
protection. In response to the risk related to environmental protection, the
Company has taken a number of positive coping measures as follows:
The Company arranged for funding in a positive manner and made full use of the
national sewage charges return policy and tariff compensation policy. The
installation rate of desulphurisation facilities reached 100% in early 2009,
and denitrification renovation projects were gradually carried out to existing
generating units. The Company strived to reduce emissions percentages by
implementing a variety of technical means. For example, for all new projects,
high capacity, high performance and low emission desulphurisation units were
used and the percentage of low-sulphur coal was increased in the fuel mix; the
Company increased the percentage of hydropower units in generation assets for
new projects, and aggressively studied the possibility of the development of
other clean energy. In 2009, the Company's monitoring and audit department
continued to carry out special supervision and inspection of energy
conservation and emissions reduction in accordance with the State's
environmental policies and the Company's environmental requirements.
(4) Risks related to resources supply
The major raw material used by the Company is coal. Increased coal prices will
push up the costs of the Company's principal business, which will directly
affect the Company's operating results. With respect to the supply of coal for
power generation in 2009, the supply and demand in the nationwide market for
coal used for power generation remained basically stable, with prices staying
high. The delay in signing key contracts resulted in a short supply of thermal
coal to the Company during certain periods and in certain regions. The decline
in the quality of coal and the varying degrees of rises in sea freight and
railway freight had a substantial impact on the Company's production and
operations. To this end, the Company adopted a number of coping measures to
mitigate the impact of cost increases. For example, the fuel coal mix was
adjusted; the Company established long-term partnerships and a communication
mechanism of mutual trust and understanding with major coal suppliers, which
had kept procurement prices and purchase volume of coal relatively stabilised;
the Company strengthened the cooperation with coal enterprises through equity
investments and other methods; the Company gained a direct access to the coal
production industry by, among others, the acquisition of the exploration right
in East Unit 2 of Shengli Coal Mine in Xilinhote; the Company carried out
energy-saving and consumption reduction technological upgrades, while
strengthening the monitoring and management of technical and economic
indicators for continuously reducing the consumption of coal in power supply;
the Company controlled cost increases by strengthening the management of safe
production, rationalising the arrangements for overhauling generating units and
other measures; and the Company closely monitored the State's introduction of
policies and regulations on coal, and capitalised on these policies and
regulations.
(5) Risks related to capital availability
The power generation industry is a capital-intensive industry. The construction
of power plants involves substantial investments and long construction periods.
The expansion of the Company's production and business scale, the upgrade of
equipment and technologies and so forth require the commitment of a substantial
amount of capital, and accordingly the business development of the Company will
require funding on an ongoing basis. Any major turmoil in the domestic or
overseas financial market or any change in banks' lending rates unfavourable to
the Company will affect the Company's financing capacity, resulting in a risk
related to capital availability. In response to this risk, the Company has
taken the following coping measures:
The Company reduced its operating costs through a number of measures:
maintained a good track record in project development, construction and
operation; and raised the quality of assets on an ongoing basis against those
of the competitors in the same industry through a number of internal management
measures. These measures have made the Company's profit status perform better
than the average level and generate steady cash flow, thus enabling the Company
to maintain and enhance its good credit standing domestically and abroad, and
ensuring that internationally well-known rating agencies as well as domestic
and foreign banks will grant the Company a higher credit line to assure its
debt financing capability.
With respect to the upgrade of production equipment and technologies, the
Company reviewed technological upgrade proposals at each level, with emphasis
largely placed on safety, energy conservation and environmental protection
upgrade projects. For each batch of projects, an analysis of the input and
output must be carried out to improve the overall reliability of equipment and
to reduce the amount of investment per kilowatt committed to technological
upgrade.
With respect to capital management, the Company has been managing the overall
raising and utilisation of funds with cash flow control. Through the management
of the capital budget on cash inflows and expenditures of its subsidiaries and
plants, the Company strictly controlled the utilisation of funds, enabling it
to truly "enhance capital budget management, implement measures for budget
management, manage and make good use of every penny, and improve the
operational efficiency of funds".
The Company has also taken a number of financing methods and channels, such as
equity financing and external debt financing, to raise funds to assure its
scale development.
Corporate Governance Report
During 2009, the Company fully complied with the principles as set out in the
Code on Corporate Governance Practices in Appendix 14 to the Rules Governing
the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong
Kong Limited (the "Hong Kong Stock Exchange") and reached or even exceeded the
best recommended practices in the Code on Corporate Governance Practices in
certain aspects. The corporate governance condition of the Company is hereby
reported as follows:
Shareholders and General Meeting
For years, apart from committing itself to the operation and expansion of its
businesses in order to attain appropriate returns for shareholders, the Company
also provides details on the Company's operations management and relevant
information to shareholders in a timely and accurate manner through a variety
of channels and methods, including: convening and holding general meetings in
strict compliance with the Company's articles of association (the "Articles of
Association"), the Listing Rules and relevant regulations stipulated by the
Securities and Futures Commission (the "SFC"), and timely announcing relevant
information to shareholders on an irregular basis according to the requirements
of the domestic or international listing rules. During the reporting period,
the Company held a total of three general meetings and a professional lawyer
was invited to each general meeting as a witness to ensure all shareholders
were treated equally and exercised their rights adequately.
The Company has also established specific divisions to assign specific staff to
handle relevant work and receive visitors, with contact numbers published to
answer phone enquiries at any time. In addition, the Company's website has been
set up to provide updates and past results on the Company, as well as the
management organisation of the Company, so as to facilitate a comprehensive
understanding of the Company by shareholders and investors.
Directors and the Board
Pursuant to the Articles of Association, the board of the Company (the "Board")
comprises 15 directors (the "Directors"), including five independent Directors.
Members of the Board are equipped with various experience, ability, expertise
and judgment (see the profiles of the members of the Board as set out in this
annual report for details) appropriate for the Board. Directors of the Company
consist of experts in power-related technology and management, experts in
finance and scholars. Each of them has extensive experience and acumen and is
open-minded. The Directors fully understood their responsibilities, powers and
obligations, and managed to discharge their duties with truthfulness, integrity
and diligence. In order to enhance the decision-making mechanism, increase the
scientific nature of decision-making and improve the quality of substantial
decisions, the Board has established three specialised committees, namely the
Audit Committee, the Strategy and Development Committee and the Remuneration
and Appraisal Committee, with detailed working rules devised for the respective
committees. The convenors of the three specialised committees are independent
Directors. In particular, independent Directors make up a majority in the Audit
Committee and the Remuneration and Appraisal Committee.
During the reporting period, the Board held 11 meetings. The convening and
voting procedures of the Board meetings complied with the regulations
stipulated by the Articles of Association and the "Rules of Proceedings for
Board Meetings".
Independent
Executive Attendance Non-executive Attendance Non-executive Attendance
Directors (%) Directors (%) Directors (%)
Cao Jingshan 100 Zhai Ruoyu 100 Xie Songlin 100
(Vice Chairman) (Chairman)
Zhou Gang 100 Hu Shengmu 100 Yu Changchun 100
Fang Qinghai 100 Liu Chaoan 100
Liu Haixia 100 Xia Qing 100
Guan Tiangang 100 Li Hengyuan 100
Su Tiegang 100
Ye Yonghui 100
Li Gengsheng 100
During the reporting period, the independent Directors and members of the Audit
Committee of the Board were engaged in the preparation of the Company's 2009
annual report. The Company held an Audit Committee meeting and an independent
Directors' meeting, in which the independent Directors and the Audit Committee
members communicated with the Company's senior management and accountants
regarding the Company's 2009 annual results and financial statements and the
work of the accountants, forming relevant opinions and resolutions as a result.
The Remuneration and Appraisal Committee of the Board conducted assessment on
the discharge of duties and the completion of annual results by the Company's
Directors, supervisors and senior management in accordance with the relevant
requirements of the "Work Regulations for the Remuneration Committee of the
Board" of the Company, and made suggestions on the remuneration management of
Directors, supervisors and senior management for 2009.
The Strategy and Development Committee of the Board reviewed the progress of
the Company's investment projects and the Company's development strategy
framework in accordance with the relevant requirements of the "Work Regulations
for the Strategy and Development Committee" of the Company and made suggestions
on the Company's future development.
The Company has adopted a code of conduct regarding Directors' securities
transactions on terms no less exacting than the required standards set out in
the "Model Code for Securities Transactions by Directors of Listed Issuer" (the
"Model Code") as set out in Appendix 10 to the Listing Rules.
Having made specific enquiry of all Directors, the Directors have confirmed
that they have complied with the Model Code in 2009.
Supervisors and the Supervisory Committee
The Company's Supervisory Committee (the "Supervisory Committee") comprises
four members, of whom two are supervisors representing the staff. The
membership and composition of the Supervisory Committee comply with the
requirements of the laws and regulations. Supervisory Committee members shall
exercise their supervisory duty as mandated by the laws, regulations, the
Articles of Association and the rights granted by the general meeting, and
shall be accountable to the general meeting in order to ensure that
shareholders' interests, the Company's interests and the staff's lawful
interests are not violated. During the reporting period, the Supervisory
Committee held five meetings and attended all Board meetings and Audit
Committee meetings. Through various channels and methods, the Supervisory
Committee carried out regular inspections on the Company's finances and
substantial matters, as well as supervising the lawfulness and compliance of
the Directors, the President and other senior management members in discharging
their duties.
Chairman and Chief Executive Officer
The positions of Chairman (chairman of the Board) and President of the Company
are held by two different persons, respectively. Mr. Zhai Ruoyu and Mr. Cao
Jingshan are the Chairman and the President of the Company, respectively. The
power of the Chairman and the President is expressly provided in the Articles
of Association. The main duties of the Chairman include presiding over the
general meetings, convening and presiding over Board meetings and reviewing the
status of the implementation of the Board's resolutions. The main duties of the
President include: (1) to take charge of the production and operation
management of the Company, and coordinate the implementation of the Board
resolutions; (2) to coordinate the implementation of the Company's annual
operation plans and investment proposals; (3) to formulate the plan for
establishing the Company's internal management institutions; (4) to lay down
the Company's fundamental management system; (5) to formulate the fundamental
constitution of the Company; (6) to propose the appointments or dismissals of
the Vice President and the person in charge of finance; and (7) to appoint or
dismiss other officers who are not appointed or dismissed by the Board.
Non-executive Directors
The Company has a total of 13 non-executive Directors. It is provided in the
Articles of Association that the term of appointment of Directors (including
non-executive Directors) shall not exceed three years and Directors are
eligible for re-election and re-appointment. Any new Director will take office
only after being elected and approved at the general meeting.
As stipulated by the regulations of the State's supervisory authorities, the
consecutive terms of services of independent non-executive Directors (i.e.
independent Directors) shall not exceed six years. The Articles of Association
has not expressly provided that the Directors would retire in rotation once
every three years.
Remuneration of Directors
During the Year, the Company and the remunerations of the executive Directors
and senior management of the Company followed a salary system primarily based
on positional salary. In accordance with the decision of the Board, the annual
remuneration for each independent non-executive Director was RMB60,000 (after
tax). The remunerations for other non-executive Directors of the Company were
determined by their respective salary systems as provided and paid by their
respective affiliated entities. The Board has established the Remuneration and
Appraisal Committee, which comprises five Directors with independent Directors
making up more than half of the membership.
The major duties of the Remuneration and Appraisal Committee include: to
examine the criteria for the appraisal of Directors and managers; to conduct
the appraisal and make recommendations; and to examine and review the
remuneration policy and plans of the Directors and senior management (as the
Company did not enter into service contracts with executive Directors, the
duties of the Remuneration and Appraisal Committee did not include the approval
of the terms for the service contracts of executive Directors). During the
Year, the Remuneration and Appraisal Committee held a meeting to review the
performance and level of remuneration for executive Directors and senior
management of the Company in 2008. The composition and level of remuneration
were disclosed in this annual report. The attendance of the committee members
at meetings is as follows:
Attendance
Convenor (Chairman):
Liu Chaoan
(Independent non-executive Director) 100%
Members:
Xia Qing
(Independent non-executive Director) 100%
Li Hengyuan
(Independent non-executive Director) 100%
Hu Shengmu (Non-executive Director) 100%
Zhou Gang (Executive Director) 100%
Nomination of Directors
It is provided in the Articles of Association that Directors are elected and
formed by the general meeting of the Company with each term of appointment not
exceeding three years and are eligible for re-election and re-appointment. The
Board has yet to set up a nomination committee. Any change to the composition
of the Board will be initiated through the Board, for which the Board will
publish biographies of candidates recommended before the general meeting on the
basis of recommendations of the shareholders and a review of the candidates'
experience, so that all shareholders will be fully aware of the background of
the candidates and exercise the power of the shareholders to elect the
Directors.
Auditor's Remuneration
During the Year, the audit service fee payable to PricewaterhouseCoopers Zhong
Tian CPAs Limited Company and PricewaterhouseCoopers, the Company's domestic
and international auditors, amounted to approximately RMB18.311 million; and
non-auditing fee amounted to approximately RMB1.5 million, mainly for preparing
internal control monitoring report to the Company.
The Audit Committee
The Audit Committee under the Board comprises five Directors, of whom all are
non-executive Directors, among whom three are independent Directors. Major
duties of the Audit Committee include: to supervise the Company's internal
audit system and its implementation; to facilitate the communication between
internal and external audit parties; to review the Company's financial
information and periodic disclosures; to review the Company's internal control
system; and to propose the appointment or replacement of external audit firms.
The Company's Directors, supervisors, chief financial manager, other senior
management members and external auditors of the Company are invited to attend
the Audit Committee meetings.
During 2009, the Audit Committee held two meetings. Conscientious reviews of
the Company's interim and annual results and related financial matters as well
as the Company's internal control system were conducted. It also duly assessed
the auditors' work. The Audit Committee is of the view that the Company's
internal control systems were effectively implemented, have achieved
significant results and have effectively controlled the production and
operation risks of the Company.
During the Year, the attendance by the Audit Committee members at the
committee's meetings is as follows:
Attendance
Convenor (Chairman):
Yu Changchun
(Independent non-executive Director,
financial management expert) 100%
Members:
Xia Qing
(Independent non-executive Director) 100%
Li Hengyuan
(Independent non-executive Director) 100%
Ye Yonghui (Non-executive Director) 100%
Guan Tiangang (Non-executive Director) 50%
Internal Control of the Company
From the perspectives of business management, job functions management and job
positions management, the Company established basic corporate management
systems such as the system governing the usage of chops, notes management,
budget management, asset management, quality management, duties authorization
management, regular communication management and information disclosure.
Specific content includes: segregation of duties control; accounting control;
asset safeguard control; budget control; operating analysis control; and
performance evaluation control.
As to organisational structure, the Company has established the Supervision and
Auditing Department, with a comprehensive and effectively operating internal
audit system. During the reporting period, a focus was put on the
implementation of the internal control with regard to the Company's internal
audit work with major inspections conducted on assets, materials and supplies
management, contract management and connected transactions. Reports on the
inspections and supervision of the Company's internal control are submitted to
the Audit Committee of the Board on a regular basis. Meanwhile, several
specialised task forces on aspects such as financial budgeting, bidding and
tenders, and emergency incidents were established at the management level to
assist the Company's President to make major decisions and to devise
risk-prevention proposals in daily operations. Implementation of the Company's
various management systems and an effective operation of the decision-making
system facilitated by the Company's specialised committees serve a function of
risk-prevention and assure the normal production and operation of the Company.
The Board has conducted a review of the effectiveness of the internal control
system of the Company and its subsidiaries during the reporting period.
Pursuant to the relevant requirements of the Shanghai Stock Exchange, the Board
published the "Self-assessment Report on the Company's Internal Control". For
details, please refer to the website of the Shanghai Stock Exchange (http://
www.sse.com.cn ).
Report of the Directors
The Directors are pleased to present the audited results of the Company for the
year ended 31 December 2009.
Listing and Issue of Shares
The Company's H shares were listed on the Hong Kong Stock Exchange and the
London Stock Exchange Limited since 21 March 1997. On 9 September 2003, the
Company issued 5-year US Dollar convertible bond of US$153.8 million, which
were listed on the Luxembourg Stock Exchange, at 0.75% interest rate per annum
and a conversion premium of 30%. The Company's A shares were listed on the
Shanghai Stock Exchange since 20 December 2006. Pursuant to the resolution
passed at the 2006 annual general meeting, the Company implemented the share
capital expansion proposal by utilising its capital reserve fund to issue 10
bonus shares for every 10 shares held by the shareholders of the Company in
2007. Due to such changes, as at 31 December 2009, the total number of shares
of the Company was 11,780,037,578 shares. Apart from that, the Company did not
issue any new shares in 2009.
Performance of the Company's H shares during 2009:
Closing price of H shares
as at 31 December 2009 HK$3.36
Highest trading price of H shares between
1 January and 31 December 2009 HK$5.09
Lowest trading price of H shares between
1 January and 31 December 2009 HK$3.19
Total number of H shares traded
between 1 January and
31 December 2009 3.59 billion shares
Performance of the Company's A shares during 2009:
Closing price of A shares
as at 31 December 2009 RMB9.05
Highest trading price of A shares between
1 January and 31 December 2009 RMB11.10
Lowest trading price of A shares between
1 January and 31 December 2009 RMB6.51
Total number of A shares traded
between 1 January and
31 December 2009 7.55 billion shares
Public Float
Based on information that is publicly available to the Company and within the
knowledge of the Directors as at the latest practicable date prior to the issue
of the annual report, the Company confirms that the public float of the
Company's H shares and A shares has complied with the requirements under the
Listing Rules.
Accounts
The Company and its subsidiaries' audited results for the year ended 31
December 2009 are set out in the Consolidated Statement of Comprehensive
Income. The financial position of the Company and its subsidiaries as at 31
December 2009 is set out in the Balance Sheets.
The Company and its subsidiaries' consolidated cash flows for the year ended 31
December 2009 are set out in the Consolidated Cash Flow Statement.
Principal Businesses
The Company is principally engaged in the development and operation of power
plants, the sale of electricity and thermal power, the repair and testing of
power equipment, power related technical services, the sale of coal and the
production and sale of chemical products.
Major Suppliers and Customers
The percentage of purchases and sales attributable to the Company's suppliers
and customers for the Year are as follows:
2009 2008
Purchases
The largest supplier 18% 11%
Top five suppliers 35% 34%
Sales
The largest customer 36% 43%
Top five customers 70% 83%
To the knowledge of the Directors, none of the Directors, supervisors, their
respective associates or shareholders (owning 5% or more of the Company's
issued share capital of the same class) owned any direct or indirect interest
in the Company's suppliers and customers mentioned above during the Year.
Subsidiaries, Jointly Controlled Entities and Associates
Details of subsidiaries, jointly controlled entities and associates of the
Company are set out in Notes 7, 8 and 9 to the Financial Statements.
Dividend, Earnings per Share
The Board recommended the distribution of proposed dividend amounting to the
total amount of approximately RMB861.703 million. Based on the Company's total
share capital of 12,310,037,578 shares as at 19 April 2010, the proposed
dividend amounted to RMB0.07 per share (tax exclusive) for the Year. Dividends
to be distributed to domestic shareholders will be declared in and paid by RMB,
while those to be distributed to foreign shareholders will be declared in RMB
but paid in Hong Kong dollar. The Hong Kong dollar exchange rate for the
purpose of dividends payment shall be based on the average of the closing rates
of the Hong Kong dollar/RMB exchange rates quoted by the People's Bank of China
on each business day within the week immediately prior to payment.
Details of dividends and earnings per share are set out in Notes 38 and 37 to
the Financial Statements, respectively.
Reserves
Movements in reserves during the Year are set out in Consolidated Statement of
Changes in Equity and Note 21 to the Financial Statements, among which
distributable reserves attributable to the shareholders amounted to
approximately RMB9.591 billion.
Property, Plant and Equipment
Details of movements in property, plant and equipment during the Year are set
out in Note 6 to the Financial Statements.
Donation
During the Year, the Company and its subsidiaries have made charity and relief
donations of approximately RMB2.25 million.
Share Capital
As at 31 December 2009, the total share capital of the Company amounted to
11,780,037,578 shares, divided into 11,780,037,578 shares carrying a nominal
value of RMB 1.00 each. Movements in share capital during the Year are set out
in Note 20 to the Financial Statements.
Share Capital Structure
As at 31 December 2009, the total number of shares issued by the Company was
11,780,037,578. The Company's shareholders were China Datang Corporation,
Beijing Energy Investment (Group) Company, Hebei Construction Investment
Company, Tianjin Jinneng Investment Company, other holders of domestic shares
and foreign holders of H shares, holding 3,959,241,160 A shares, 1,293,838,209
A shares, 1,299,872,927 A shares, 1,212,012,600 A shares, 699,395,104 A shares
and 3,315,677,578 H shares, respectively, representing 33.61%, 10.98%, 11.03%,
10.29%, 5.94% and 28.15%, respectively, of the issued share capital of the
Company.
Among the H shares, China Datang Corporation's wholly-owned subsidiary, CDC
Overseas Investment Company Limited, held 234,680,000 H shares, and therefore
China Datang Corporation and CDC Overseas Investment Company Limited held a
total of 4,193,921,160 shares in the Company, representing 35.60% of the total
share capital of the Company as at 31 December 2009.
Number of Shareholders
Details of the shareholders as recorded in the register of members of the
Company as at 31 December 2009 were as follows:
Total number of shareholders 249,793
Holders of domestic shares 249,222
Holders of H shares 571
Substantial Shareholders of the Company
As far as the Directors of the Company are aware, as at 31 December 2009, the
interests or short positions of the person or entities in the shares or
underlying shares of the Company as recorded in the register required to be
kept under section 336 of the Securities and Futures Ordinance (the "SFO")
(Chapter 571 of the Law of Hong Kong), were as follows:
Percentage Percentage Percentage
to total to total to total
issued share issued A issued H
Name of Class of No. of capital of shares of shares of
Shareholder shares shares held the Company the Company the Company
(%) (%) (%)
China Datang A shares 3,959,241,160 33.61 46.78 -
Corporation
(Note 1) H shares 234,680,000(L) 1.99(L) - 7.08(L)
Beijing Energy
Investment
(Group)
Company
Limited
(Note 2) A shares 1,293,838,209 10.98 15.29 -
*Hebei
Construction
Investment
Company
(Note 3) A shares 1,299,872,927 11.03 15.36 -
Tianjin Jinneng
Investment
Company
(Note 4) A shares 1,212,012,600 10.29 14.32 -
Blackrock,Inc. H shares 280,516,802(L) 2.38(L) 8.46(L)
13,368,000(S) 0.11(S) 0.40(S)
Morgan Stanley H shares 182,119,188(L) 1.55(L) 5.49(L)
169,931,771(S) 1.44(S) 5.13(S)
(L) = Long positions (S) = Short positions (P) = Lending pool
* Hebei Construction Investment Company has been renamed as
Hebei Construction Investment (Group) Company Limited
Notes:
(1) Mr. Zhai Ruoyu, Mr. Hu Shengmu and Mr. Fang Qinghai, all non-executive
Directors, are employees of China Datang Corporation.
(2) Mr. Liu Haixia and Ms. Guan Tiangang, both non-executive Directors,
are employees of Beijing Energy Investment (Group) Company Limited.
(3) Mr. Su Tiegang and Mr. Ye Yonghui, both non-executive Directors, are
employees of Hebei Construction Investment Company.
(4) Mr. Li Gengsheng, a non-executive Director, is an employee of Tianjin
Jinneng Investment Company.
Save as disclosed above, as far as the Directors are aware, as at 31 December
2009, there is no person holding interests or short positions in the shares or
underlying shares of the Company which required to make disclosure in
accordance with the requirements of the SFO.
Interests of Directors and Supervisors in Share Capital
As at 31 December 2009, Mr. Fang Qinghai, a non-executive Director of the
Company, owned 24,000 A shares of the Company. Apart from this, none of the
Directors, supervisors and chief executives of the Company or their respective
associates had any interests and short positions in the shares, underlying
shares or debentures of the Company or any of its associated corporation (as
defined in the SFO) that required to notify the Company and the Hong Kong Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; or required to be
recorded in the register mentioned in the SFO pursuant to section 352 of the
SFO or otherwise required to notify the Company and the Hong Kong Stock
Exchange pursuant to the Model Code.
Directors' Service Contracts
As at 31 December 2009, the Company has not entered into any service contracts
with its executive Directors.
Interests of Directors and Supervisors in Contracts
No contracts of significance in relation to the Company's business to which the
Company or any of its subsidiaries was a party, and in which any Director or
supervisor had a material interest, either directly or indirectly, subsisted at
the end of the Year or during the Year.
Directors and Supervisors' Benefits from Rights to Acquire Shares or Debentures
No arrangements were made by the Company or its subsidiaries at any time during
the Year for any Director or supervisor to acquire any shares in or debentures
of the Company or any of its subsidiaries.
Interests of Substantial Shareholders in Contracts
Save as disclosed in this annual report, none of the Company or its
subsidiaries have entered into any material contracts or material service
contracts with the Company's substantial shareholders or its subsidiaries.
Highest Paid Individuals
During the Year, a salary system revolving positional salary was adopted for
the Company's Directors, supervisors and senior management, and appraisals were
carried out in accordance with the three accountability appraisal management
systems. The Remuneration and Appraisal Committee assessed such person's
performance and remuneration level.
All of the highest paid individuals of the Company during the Year include
Directors, supervisors and senior management staff. Details of their
remuneration are set out in Note 36 to the Financial Statements.
Purchase, Sale or Redemption of the Company's Listed Securities
There was no purchase, sale or redemption of the Company's listed securities by
the Company or its subsidiaries during the Year.
Bank Borrowings, Overdrafts and Other Borrowings
Apart from the loans from China Datang Corporation Finance Company Limited,
short-term loans from banks, other short-term loans, long-term loans from
banks, other long-term loans and loans from shareholders as set out in Notes 22
and 27 to the Financial Statements, there were no other loans of the Company
and its subsidiaries as at 31 December 2009.
Medium-term Notes, Corporate Bonds
In March 2009, the Company completed the issue of the first tranche of the 2009
medium-term notes. The principal amount was RMB3 billion with a term of issue
of five years. The nominal value of the medium-term notes was RMB100 and the
fixed annual coupon interest rate was 4.10% per annum. In August, the Company
issued corporate bonds of RMB3 billion, carrying a fixed annual coupon interest
rate of 5.00% with a term of 10 years.
Pre-emptive Rights
There are no provisions for pre-emptive rights under the Articles of
Association and applicable PRC Laws that require the Company to offer new
shares to the existing shareholders in proportion to their shareholding.
Connected Transactions
During the Year, the Company or its subsidiaries performed the following
connected transactions (as defined in Chapter 14A of the Listing Rules) with
its connected parties as defined by the Listing Rules, and such transactions
were in compliance with the requirements on connected transactions under
Chapter 14A of the Listing Rules.
Transaction
amount
Continuing connected during 2009
transactions (RMB'000)
Ash disposal fees to China Datang Corporation 57,890
Interest expenses payments to Datang Finance 139,022
Interest income from Datang Finance (Note) 14,296
Equipment purchase from Datang Technology 284,790
Equipment and material purchase expenditures
and agency fees payable to China Water
Resources & Power 235,926
Note : Pursuant to the "Financial Services Agreement" dated 28 August 2008
entered into between the Company and Datang Finance Company Limited
("Datang Finance"), the average daily deposit balance for the Company's
deposits at Datang Finance in 2009 did not exceed the cap of the
average daily deposit balance (including any interest accrued) of
RMB4.5 billion as set out in the agreement.
As at 31 December 2009, the balance of deposits of the Company and
its subsidiaries in Datang Finance was RMB147.097 million.
On 27 April 2009, the Company, Datang Finance and Lvsigang Power Company
entered into the "Entrusted Loan Agreement" whereby Datang Finance was
designated by the Company to act as a lending agent to release an entrusted
loan of RMB200 million, which was funded by the Company to Lvsigang Power
Company. Since Datang Finance is a subsidiary of China Datang Corporation and
Lvsigang Power Company is an assoicate of China Datang Corporation, a
controlling shareholder of the Company, the Entrusted Loan Agreement
constituted a connected transaction of the Company which was subject to
reporting and announcement requirements of Chapter 14A of the Listing Rules.
In August 2009, the Company and other shareholders (including China Datang
Corporation ("CDC")) of Datang Finance increased their respective capital
contributions to Datang Finance according to their respective original
shareholding proportions. The capital contributions totalled RMB500 million, of
which the Company contributed RMB100 million. The respective shareholding
structure of Datang Finance of its shareholders remain unchanged after the said
increase in share capital.
On 14 August 2009, Zhuozi Windpower Company, a wholly-owned subsidiary of the
Company, and China Datang Corporation Technology Engineering Company Limited
("Datang Technology") entered into the "General Project Contracting Agreement
for Zhuozi Windpower Mill Phase IV (48.75MW)" ("Contracting Agreement") at a
contract amount of approximately RMB382 million. Pursuant to the Contracting
Agreement, Datang Technology agreed to provide general contracting services for
the project construction of Phase 4 of the Zhuozi wind power project under the
Zhuozi Windpower Company.
On 14 August 2009, the Company's wholly-owned subsidiary Energy and Chemical
Company entered into the Investment Agreement on Duolun Coal Chemical Project
with CDC to construct and operate the Duolun Coal Chemical Project. The Duolun
Coal Chemical Project is located in Duolun County, Xilinguole League of the
Inner Mongolia Autonomous Region. The project uses the brown coal as raw
materials from the East Unit 2 coal mine of Shengli Coal Mine in Inner
Mongolia, which is wholly-owned by the Company. It produces chemical products
with advanced technologies, including pulverised coal gasification technology,
synthetic gas purification technology, large-scale methanol synthesis
technology, methanol-to-propylene technology and propylene polymerization
technology. This project is expected to produce 460,000 tonnes of polypropylene
per year and other by-products.
On 1 September 2009, the Company and China National Water Resources & Electric
Power Materials & Equipment Corporation ("China Water Resources & Power")
entered into the "Framework Agreement for Centralised Materials Purchase" in
connection with the centralised purchase of production materials required for
technological renovation projects. The annual cap amount for the year 2009 was
RMB248.46 million. Since China Water Resources & Power is a subsidiary of CDC,
the agreement constituted continuing connected transactions of the Company
which was subject to reporting and announcement requirements of Chapter 14A of
the Listing Rules.
On 20 November 2009, the Company, CDC, Datang Jilin Power Generation Co., Ltd
(a subsidiary of CDC), Datang International (Hong Kong) Limited (a subsidiary
of the Company), Datang International Energy Chemical Co., Ltd (a subsidiary of
the Company), Datang Shandong Power Generation Co., Ltd (a subsidiary of CDC)
and China Datang Foreign Investment Company Limited (a subsidiary of CDC)
entered into a series of Assets Transfer Agreements and Equity Transfer
Agreements. Pursuant to the agreements, (i) CDC agreed to transfer the
preliminary projects assets to the Company including Hulunbeier Project
Planning Department, the preliminary project assets of Hulunbei'er Zhaluomude
Water Conservancy and Hudropower Key Project, Liaoning Tieling Energy and
Chemical Project Planning Department and Datang auxiliary power projects
planning departments, with a total consideration amounting to RMB33,075,026.42;
(ii) the Company agreed to transfer the preliminary projects assets to CDC
including Shandong Datang Dongying Wind Power Plant Planning Department, Beiben
Hydropower Project Planning Department and Salakang Hydropower Project Planning
Department in the region of Mekong River in Laos with a total consideration
amounting to RMB400,307,684.28; (iii) CDC agreed to transfer the equity
interests of project companies to the Company including 100% equity interest in
Hulunbei'er Chemical Fertiliser Company, 100% equity interest in Zhangzhou Wind
Power Company, 100% equity interest in Liaoning New Energy Company and 40%
equity interest in Diaobingshan Power Generation Company with a total
consideration of RMB500,712,551.48; (iv) the Company agreed to transfer equity
interests of certain project companies including 100% equity interests in
Dongying Wind Power Company with a total consideration of RMB103,981,700.00.
The independent non-executive Directors have discussed the above transactions
and confirmed that:
(1) the above transactions were made in the ordinary and the usual course of
business of the Company;
(2) the above transactions were made either on normal commercial terms (i.e.
such terms are applicable to similar transactions with other similar business
entities in China); or if there were no sufficient comparable transactions, on
terms no less favourable to the Company than terms available to or from (as
appropriate) independent third parties; and
(3) according to the relevant agreement governing such transactions on terms
that are fair and reasonable and in the interest of the shareholders of the
Company as a whole.
In accordance with Rule 14A.38 of the Listing Rules, the Board engaged the
auditors of the Company to perform certain factual finding procedures on the
above continuing connected transactions on a sample basis in accordance with
Hong Kong Standard on Related Services 4400 "Engagements to perform Agreed Upon
Procedures Regarding Financial Information" issued by the Hong Kong Institute
of Certified Public Accountants. The auditors have reported their factual
findings on the selected samples based on the agreed procedures to the Board.
It stated that:
(a) the said transactions have been approved by the Board;
(b) the said transactions were made in accordance with the pricing policy of
the Company, if applicable;
(c) the said transactions were entered into pursuant to the relevant agreement
governing those transactions; and
(d) the said transactions did not exceed their respective caps applicable to
such transactions.
Material Litigation
The Company was not involved in any material litigation during the Year.
Retirement Scheme
In accordance with the State's employee retirement scheme, the Company has to
pay a basic pension insurance premium on behalf of the employees at a rate of
20% of the staff's salaries whereby the employees would receive a monthly
pension payment each month after retirement. In addition, the Company has also
implemented an enterprise annuity plan, whereby employees will make monthly
contributions at a fixed amount as individual savings pension insurance fund,
while the Company will contribute a proportionate amount of the employees'
contributions as supplementary pension insurance fund. The Company may at its
discretion provide additional non-recurring individual savings pension
insurance fund depending on the operating results of the year. When retired, an
employee will receive individual savings pension insurance fund and corporate
supplemental savings pension insurance fund by the Company. Apart from such
contributions, the Company has no other liabilities towards the staff
retirement scheme.
Interest Capitalisation
During the Year, the interest capitalised in respect of
construction-in-progress amounted to approximately RMB 2,799 million.
Other Significant Matters
1. Pursuant to the resolutions passed at the Company's 2008 annual general
meeting held on 3 June 2009, the Company distributed a 2008 cash dividend of
RMB0.11 per share (tax inclusive) to all shareholders based on the total share
capital of 11,780,037,578 shares of the Company as at 31 December 2008.
2. On 31 December 2009, the Company entered into a supplemental agreement to
acquire 100% equity interest of Yuneng (Group) Company Limited ("Yuneng Group")
with the existing shareholders of Yuneng Group at a consideration of RMB1.345
billion. In addition, following the approval by the China Securities Regulatory
Commission, after 31 December 2009 until the publication date of this report,
the Company has issued to domestic target investors, under a non-public issue,
530,000,000 shares of RMB-denominated ordinary shares at an issue price of
RMB6.23 per share, raising a total fund of RMB3.302 billion. For details,
please refer to Note 43 to the Financial Statements under IFRS.
The Audit Committee considers that the 2009 annual financial report of the
Company and its subsidiaries has complied with the applicable accounting
standards, and that the Company has made appropriate disclosure thereof.
Compliance of the Code on Corporate Governance Practices
To the knowledge of the Board, the Company has complied with the Code on
Corporate Governance Practices (the "Code") as set out in Appendix 14 to the
Listing Rules during the Year.
Compliance of the Model Code for Securities Transactions by Directors of Listed
Issuers
Upon specific enquiries made to all Directors and in accordance with
information provided, the Board confirmed that all Directors have complied with
the Model Code as the code of conduct for securities transactions by Directors
during the Year.
Independent Non-executive Directors
The Company received from each of its independent non-executive Directors an
annual confirmation of his/her independence pursuant to Rule 3.13 of the
Listing Rules. After making queries and reviewing the annual confirmation
letters from all independent non-executive Directors in respect of their
independence according to Rule 3.13 of the Listing Rules, the Company confirms
that all independent non-executive Directors are independent individuals.
Auditors
The Company's financial statements for the year ended 31 December 2009 prepared
under International Financial Reporting Standards have been audited by
PricewaterhouseCoopers.
By Order of the Board
Zhai Ruoyu
Chairman
19 April 2010
Report of the Supervisory Committee
During 2009, in compliance with the principle of being accountable to all
shareholders of the Company and in accordance with the Company Law of the PRC
(the "Company Law"), the Articles of Association of Datang International Power
Generation Co., Ltd. (the "Articles of Association"), Order of Meeting of the
Supervisory Committee of Datang International Power Generation Co., Ltd. (the
"Order of Meeting of Supervisory Committee") and the relevant requirements of
the listing rules of the Company's listing locations, members of the
Supervisory Committee of the Company dutifully and conscientiously discharged
their monitoring duty. In 2009, the Supervisory Committee attended all general
meetings, Board meetings and meetings of the specialised committees of the
Board held during the Year. Meanwhile, it actively participated in the review
of the Company's major decisions and examined the Company's operation and
financial position periodically. It also strove to protect the rights of
theshareholders, the benefits of the Company as well as the legal interests of
staff. The detailed report on the work of the Supervisory Committee for 2009 is
as follows:
Supervisory Committee Meetings
Convening of Supervisory Details of the subjects discussed at
Committee meetings the Supervisory Committee meetings
On 30 March 2009, the ninth meeting Considered and approved the 2008 Work
of the sixth session of Supervisory Report of the Supervisory Committee,
Committee of the Company was held the Reconciliation of 2009 Accounting
Discrepancy, the 2008 Financial
Budget, the 2009 Financial Budget, the
full text and the summary of the 2008
Annual Report and the results
announcement
On 27 April 2009, the tenth meeting Considered and approved the 2009 First
of the sixth session of Supervisory Quarterly Report of the Company
Committee of the Company was held
On 19 May 2009, the eleventh meeting Considered and approved and elected
of the sixth session of Supervisory Mr. Chao Xinyi as the chairman
Committee of the Company was held of the Supervisory Committee and
agreed that Mr. Zhang Jie ceased
to be the chairman of the Supervisory
Committee
On 14 August 2009, the twelfth meeting Considered and approved the full text
of the sixth session of Supervisory and summary of the 2009 Interim
Committee of the Company was held Report of the Company and the results
announcement
On 21 October 2009, the eighth meeting Considered and approved the 2009 Third
of the sixth session of Supervisory Quarterly Report of the Company
Committee of the Company was held
Independent Opinions of the Supervisory Committee on Relevant Matters of the
Company
(1) The Company's Operation in Compliance with Laws
During the reporting period, members of the Supervisory Committee participated
in the discussions on major operating decisions through attending Board
meetings and general meetings of the Company, and monitored the financial
position and the operation of the Company. The Supervisory Committee is of the
view that the Company's business was regulated and operating in strict
compliance with the Company Law and the Articles of Association and other
relevant regulations and systems in 2009 and its operation and decisions were
scientific and rational. Meanwhile, the Company enhanced its internal
management and internal control systems and established sound internal control
mechanisms. In fulfilling their duties, Directors and senior management of the
Company acted diligently and dutifully, abiding by the State laws and
regulations and the Articles of Association and systems as well as safeguarding
the interests of the Company. No act which violated laws and regulations or
contravened the Company's interests and minority shareholders' lawful interests
were discovered.
(2) Financial Activities of the Company
During the reporting period, the Supervisory Committee conscientiously and
carefully examined and reviewed the Company's accounting statements and
financial information. The Supervisory Committee also took part in reviewing
the auditors' report and offered opinions and recommendations on the auditors'
work. The Supervisory Committee is of the view that the preparation of the
Company's financial statements complies with the relevant requirements of the
Accounting Rules for Business Enterprises and the Accounting Standards for
Business Enterprises, and that the Company's 2009 financial report and the
standard unqualified audit report issued by the accountants truthfully reflect
the financial position and operating results of the Company.
(3) Actual Application of the Latest Fundraising Proceeds by the Company
In August 2009, the Company issued RMB3 billion corporate bonds, raising RMB3
billion (net RMB2.976 billion) for the year ended 2009. The fund raised has
been utilised.
(4) Acquisition and Disposal of Assets by the Company
Pursuant to the relevant agreement, the Company acquired 100% equity interest
in Yuneng (Group) Company Limited at an acquisition consideration of RMB1.345
billion in cash, aiming at enhancing the Company's strategic plan,
strengthening the Company's regional advantage in Chongqing, striving for
thoroughness in power generation as the principal business, expanding
diversified businesses and enhancing the Company's overall profitability.
Pursuant to the relevant agreement, the Company received the transfer of
certain preliminary project assets owned by China Datang Group including the
preliminary project assets of Hunlunbei'er Project Planning Department, Datang
Tieling Energy and Chemical Project Planning Department and Datang Fujian Power
Generation Project Planning Department at a consideration of RMB33,075,026.42.
The Company transferred certain preliminary project assets to China Datang
Group including the overseas preliminary project assets owned by Datang
International (Hong Kong) Company Limited, a wholly-owned subsidiary of the
Company and the preliminary project assets of Datang Dongying Power Plant
Planning Department at a consideration of RMB400,307,684.28.
The Company received the transfer of equity interests of certain preliminary
project assets owned by China Datang Group including 25% investment rights of
Hulunbei'er Zhaluomude Water Conservancy and Hydropower Key Project, 100%
equity interest in Hulunbeier Chemical Fertiliser Company, 100% equity interest
in Datang Liaoning New Energy Co., Ltd. and 40% equity interest in Liaoning
Diaobingshan Coal Gangue Power Generation Co., Ltd. at a consideration of
RMB500,712,551.48.
The Company transferred the equity interests of certain preliminary project
assets owned by the Company including 100% equity interest in Shangdong Datang
International Dongying Wind Power Generation Co., Ltd. at a consideration of
RMB103,981,700.
The above-mentioned acquisitions and disposals were considered and approved by
the Board and constituted connected transactions. The independent Directors
expressed independent opinions that the considerations of the relevant
acquisitions and disposals were reasonable, and did not harm the interests of
the Company's shareholders.
(5) The Connected Transactions Engaged by the Company
The connected transactions engaged by the Company (including those related to
daily operation, assets acquisition or disposal, joint external investment and
related debts and liabilities) during the Year complied with normal commercial
terms. Such transactions complied with the requirements of the State laws,
regulations and the Articles of Association, while the information disclosure
and related obligations were timely and thoroughly fulfilled in accordance with
the requirements of the listing rules of the Shanghai Stock Exchange and the
Hong Kong Stock Exchange.
Work Plan for 2010
In 2010, members of the Supervisory Committee of the Company will
conscientiously learn the relevant State laws and regulations in order to
enhance its political quality and business ability, and to raise the awareness
of strengthening supervision and diligently and dutifully fulfilling
obligations. With a spirit of being accountable to shareholders and the staff
of the enterprise, as well as aligning with the Company's operating activities,
members of the Supervisory Committee exercise effective supervision over the
Company's major decisions through attending Board meetings and relevant
important business meetings of the Company, with a view to raising the
Company's awareness of risk-prevention. They will also improve the internal
control system of the Company and continuously enhance the corporate governance
structure, with a view to further upgrading the regulated operation standards
of the Company.
Supervisory Committee of
Datang International Power Generation Co., Ltd.
19 April 2010
Taxation in the United Kingdom
The comments below are a general guide only, based on the tax law and practice
in force as at the date of this document which may be subject to changes or
revisions. They relate only to certain limited aspects of the tax position of
shareholders of the Company who are United Kingdom ("UK") resident, and (if an
individual) who are also UK ordinarily resident and domiciled and who hold
shares in the Company as an investment, not as a share dealer or financial
trader ("Relevant Shareholders"). This section is not intended to be and should
not be construed as legal or tax advice to any particular shareholder. If you
are in any doubt as to your tax position you should consult an appropriate
professional advisor.
Relevant Shareholders will generally be subject to UK income tax or corporation
tax on the gross amount of dividends paid by the Company, but will normally be
entitled to a credit against such UK income tax or corporation tax for any PRC
withholding tax charged on the dividend.
Under the current double taxation treaty between the PRC and the UK, Relevant
Shareholders will generally be entitled to a reduced rate of PRC withholding
tax on dividends paid to them by the Company (details of which can be obtained
from HM Revenue & Customs). Individual shareholders will also be entitled to a
non-payable tax credit of one ninth of the distribution.
A corporate Relevant Shareholder should generally be exempt from UK corporate
tax in respect of dividends paid to them by the Company. Where this is not the
case, corporate Relevant Shareholders who control (directly or indirectly) at
least 10% of the voting rights of the Company may be entitled to credit against
UK corporation tax chargeable in respect of dividends paid to them by the
Company for any underlying PRC tax payable by the Company in respect of the
profits out of which dividends were paid.
Relevant Shareholders will generally be subject to UK tax on chargeable gains
on any gain on a disposal of shares, as computed for the purposes of such tax.
Independent Auditor's Report
To the shareholders of Datang International Power Generation Co., Ltd.
(incorporated in the People's Republic of China with limited liability)
We have audited the consolidated financial statements of Datang International
Power Generation Co., Ltd. (the "Company") and its subsidiaries set out on
pages 68 to 211, which comprise the consolidated and company balance sheets as
at 31 December 2009, and the consolidated statement of comprehensive income,
the consolidated statement of changes in equity and the consolidated cash flow
statement for the year then ended, and a summary of significant accounting
policies and other explanatory notes.
Directors' responsibility for the financial statements
The directors of the Company are responsible for the preparation and the true
and fair presentation of these consolidated financial statements in accordance
with International Financial Reporting Standards and the disclosure
requirements of the Hong Kong Companies Ordinance. This responsibility includes
designing, implementing and maintaining internal control relevant to the
preparation and the true and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error; selecting and
applying appropriate accounting policies; and making accounting estimates that
are reasonable in the circumstances.
Auditor's responsibility
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit. We conducted our audit in accordance with
International Standards on Auditing. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable
assurance as to whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control
relevant to the entity's preparation and true and fair presentation of the
financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view
of the financial position of the Company and of the Company and its
subsidiaries as at 31 December 2009, and of the Company and its subsidiaries'
financial performance and cash flows for the year then ended in accordance with
International Financial Reporting Standards and have been properly prepared in
accordance with the disclosure requirements of the Hong Kong Companies
Ordinance.
Other matters
This report, including the opinion, has been prepared for and only for you, as
a body, and for no other purpose. We do not assume responsibility towards or
accept liability to any other person for the contents of this report.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 19 April 2010
Balance Sheets
As At 31 December 2009
(All amounts expressed in thousands of Rmb)
Company and its
subsidiaries Company
31 December 31 December
Note 2009 2008 2009 2008
(Restated)
(Note 5(a))
ASSETS
Non-current assets
Property, plant
and equipment 6 156,001,431 134,820,403 9,550,804 34,302,022
Investments in
subsidiaries 7 - - 16,616,425 9,643,931
Investments in
jointly controlled
entities 8 1,636,674 1,302,097 1,754,088 1,366,826
Investments in
associates 9 3,772,537 2,050,393 2,800,835 1,301,382
Available-for-sale 10
investments 1,339,829 675,849 1,045,608 569,400
Land use rights 11 1,523,509 1,269,909 544,430 542,979
Deferred housing
benefits 12 163,384 193,469 37,473 46,081
Intangible assets 13 2,122,836 2,031,470 34,358 587,944
Long-term entrusted
loans to related
parties 14 130,194 50,104 3,894,922 5,212,655
Deferred income
tax assets 34 744,114 711,096 41,556 30,811
Other long-term
assets 109,422 80,170 18,661 -
167,543,930 143,184,960 36,339,160 53,604,031
Current assets
Inventories 15 1,855,177 2,142,781 194,318 376,425
Short-term
entrusted loans to
related parties 16 17,000 31,330 - 260,529
Prepayments and
other receivables 17 6,574,901 2,486,512 8,039,282 2,671,630
Dividends
receivable - - 98,766 96,357
Accounts and notes
receivable 18 6,634,917 4,312,697 1,184,183 1,400,964
Income tax
recoverables 91,216 - - -
Restricted cash 19 - 460,477 - -
Fixed deposits
over three months 19 - 30,000 - -
Cash and cash
equivalents 19 1,506,435 5,078,032 291,589 2,053,885
Assets of disposal
group classified
as held for sale - 992,146 - 545,000
16,679,646 15,533,975 9,808,138 7,404,790
Total assets 184,223,576 158,718,935 46,147,298 61,008,821
Balance Sheets (continued)
As At 31 December 2009
(All amounts expressed in thousands of Rmb)
Company and its
subsidiaries Company
31 December 31 December
Note 2009 2008 2009 2008
(Restated) (Restated)
(Notes 2(a), (Note 2(a)
5(a))
EQUITY AND LIABILITY
Capital and reserves
Attributable to
the equity holders
of the Company
Share capital 20 11,780,038 11,780,038 11,780,038 11,780,038
Reserves 21 12,700,049 11,769,363 12,617,543 11,363,329
Retained earnings
- Proposed dividend 38 861,703 1,295,804 861,703 1,295,804
- Others 856,695 1,406,306 863,408 1,092,661
26,198,485 26,251,511 26,122,692 25,531,832
Minority interests 6,649,510 4,654,462 - -
Total equity 32,847,995 30,905,973 26,122,692 25,531,832
Non-current liabilities
Long-term loans 22 99,506,545 69,026,422 10,409,600 13,697,500
Long-term bonds 23 5,938,544 - 5,938,544 -
Deferred income 24 475,788 499,328 357,299 318,336
Deferred income
tax liabilities 34 323,789 395,549 - 34,413
Provision 36,008 - - -
Other long-term
liabilities 25 3,701,165 4,170,097 27,000 -
109,981,839 74,091,396 16,732,443 14,050,249
Balance Sheets (continued)
As At 31 December 2009
(All amounts expressed in thousands of Rmb)
Company and its
subsidiaries Company
31 December 31 December
Note 2009 2008 2009 2008
(Restated) (Restated)
(Notes 2(a), (Note 2(a))
5(a))
Current liabilities
Accounts payable
and accrued
liabilities 26 14,040,020 13,229,560 1,653,258 3,509,935
Taxes payable 380,778 382,216 125,505 401,718
Dividends
payable 36,909 145 - -
Short-term
loans 27 19,569,023 29,604,108 550,000 13,302,587
Short-term
bonds 28 - 3,500,000 - 3,500,000
Current
portion of
long-term
liabilities 22, 25 7,367,012 6,861,589 963,400 712,500
Liabilities
of disposal
group classified
as held for
sale 5(c) - 143,948 - -
41,393,742 53,721,566 3,292,163 21,426,740
Total liabilities 151,375,581 127,812,962 20,024,606 35,476,989
Total equity
and liabilities 184,223,576 158,718,935 46,147,298 61,008,821
These financial statements have been approved for issue by the Board of Directors on 19 April 2010.
Cao Jingshan Zhou Gang
Director Director
The Notes to the Financial Statements are an integral part of these financial statements.
Consolidated Statement Of Comprehensive Income
For The Year Ended 31 December 2009
(All amounts expressed in thousands of Rmb, except per share data)
For the year ended 31 December
Note 2009 2008
(Restated)
(Note 5(a))
Operating revenue 30 47,942,923 36,900,065
Operating costs
Local government surcharges (382,296) (333,868)
Fuel-power generation (22,147,443) (22,506,680)
Fuel-coal sales (4,860,370) (193,435)
Depreciation (7,506,973) (6,205,584)
Repairs and maintenance (1,809,210) (1,459,100)
Salaries and staff welfare (1,822,231) (1,778,648)
Others (2,670,053) (1,530,311)
Total operating costs (41,198,576) (34,007,626)
Operating profit 31 6,744,347 2,892,439
Shares of post-tax
losses of jointly
controlled entities 8 (52,685) (57,278)
Shares of post-tax
profits of associates 9 462,112 427,796
Investment income 6,245 45,515
Other gains 32 148,441 903,194
Interest income 33,124 83,467
Finance costs 33 (4,110,557) (3,694,929)
Profit before income
tax expense 3,231,027 600,204
Income tax expense 34 (638,711) (71,811)
Profit for the year 2,592,316 528,393
Consolidated Statement Of Comprehensive Income (Continued)
For The Year Ended 31 December 2009
(All amounts expressed in thousands of Rmb, except per share data)
For the year ended 31 December
Note 2009 2008
(Restated)
(Note 5(a))
Other comprehensive income / (loss),
net of tax
Fair value gain / (loss) on
available-for-sale investments 10,955 (2,845,037)
Share of other comprehensive loss
of associates (29,494) (343,107)
Currency translation differences 655 19,880
Other comprehensive loss
for the year, net of tax (17,884) (3,168,264)
Total comprehensive income / (loss)
for the year 2,574,432 (2,639,871)
Profit attributable to:
- Equity holders of the Company 1,612,317 749,354
- Minority interests 979,999 (220,961)
2,592,316 528,393
Total comprehensive income / (loss)
attributable to:
- Equity holders of the Company 1,592,242 (2,418,910)
- Minority interests 982,190 (220,961)
2,574,432 (2,639,871)
Earnings per share for profit
attributable to the equity
holders of the Company during
the year
- basic and diluted (Rmb) 37 0.14 0.06
Dividends proposed 38 861,703 1,295,804
Dividends paid 38 1,295,804 1,408,582
The Notes to the Financial Statements are an integral part of these financial statements.
Consolidated Statement Of Changes In Equity
Please refer below link for more details:
http://www.prnasia.com/sa/attachment/2010/05/20100504145307.pdf
Consolidated Cash Flow Statement
For The Year Ended 31 December 2009
(All amounts expressed in thousands of Rmb)
Note 2009 2008
(Restated)
(Note 5(a))
Cash flows from operating activities
Cash generated from operations 39(a) 12,841,813 7,879,608
Interest received 33,124 82,895
Income tax paid (1,130,084) (733,828)
Net cash generated from operating activities 11,744,853 7,228,675
Cash flows from investing activities
Acquisitions of property, plant and equipment (27,453,375) (32,509,064)
Acquisitions of land use rights (35,394) (443,437)
Acquisitions of intangible assets (11,417) (650,517)
Decrease /(Increase) in fixed deposits
over three months 30,000 (30,000)
Acquisitions of subsidiaries, net
of cash acquired (218,527) (1,263,903)
Acquisitions of jointly controlled entities - (243,126)
Additional investments in jointly controlled
entities (387,262) (370,325)
Acquisitions of associates (184,892) -
Establishments of associates (53,300) (20,000)
Additional investments in associates (108,100) (594,580)
Investments in available-for-sale investments (655,880) (231,016)
Acquisitions of minority interests
of subsidiaries (7,000) (110,938)
Prepayment for an investment (1,289,000) -
Additional entrusted loans made (124,270) (52,340)
Proceeds from disposals of property, plant
and equipment 758,749 130,933
Proceeds from disposals of subsidiaries, net 395,990 98,778
Proceeds from disposal of an associate 87,099 -
Proceeds from sales of available-for-sale
investments 86,631 1,389,671
Proceeds received from repayments of 58,600 49,995
entrusted loans
Dividends received 344,923 97,855
Decrease of security deposits
for notes payable 184,437 162,132
Others 6,793 7,005
Net cash used in investing activities (28,575,195) (34,582,877)
Consolidated Cash Flow Statement (Continued)
For The Year Ended 31 December 2009
(All amounts expressed in thousands of Rmb)
Note 2009 2008
(Restated)
(Note 5(a))
Cash flows from financing activities
Capital injections from ultimate
parent company - 113,990
Capital injections from minority
interests of subsidiaries 2,003,680 198,051
Drawdown of short-term loans 57,298,202 32,824,430
Drawdown of long-term loans 44,211,565 51,322,487
Issuance of short-term bonds - 3,500,000
Issuance of medium-term notes and
long-term bonds,net of issuance costs 5,967,000 -
Proceeds from sale and lease back
arrangements - 4,455,019
Repayments of short-term loans (53,305,028) (45,764,427)
Repayments of long-term loans (30,201,544) (5,920,749)
Repayments of short-term bonds (3,500,000) (3,000,000)
Payments on sale and lease back
arrangements (578,951) (384,510)
Interest paid (6,621,328) (6,115,357)
Dividends paid to shareholders of the
Company (1,295,804) (1,408,582)
Dividends paid to minority interests
of subsidiaries (609,490) (831,767)
Underwriting fees (35,800) (35,800)
Others (74,284) 14,687
Net cash generated from financing
activities 13,258,218 28,967,472
Net (decrease) / increase in cash and
cash equivalents (3,572,124) 1,613,270
Cash and cash equivalents at beginning
of year 5,078,032 3,450,505
Exchange gains on cash and cash
equivalents 527 14,257
Cash and cash equivalents at end of 19 1,506,435 5,078,032
year
The Notes to the Financial Statements are an integral part of these financial
statements.
Notes to the Financial Statements
For the year ended 31 December 2009
(All amounts expressed in thousands of Rmb unless otherwise stated)
1. GENERAL INFORMATION
Datang International Power Generation Co., Ltd. (the "Company") was
incorporated in Beijing, the People's Republic of China (the "PRC") on 13
December 1994 as a joint stock limited company. The Company listed its H Shares
on the Stock Exchange of Hong Kong Limited and the London Stock Exchange
Limited on 21 March 1997 and was registered as a sino-foreign joint stock
limited company on 13 May 1998. On 20 December 2006, the Company listed its A
Shares on the Shanghai Stock Exchange.
The principal activities of the Company and its subsidiaries are power
generation and power plant development in the PRC. The Company and its
subsidiaries also engaged in coal trading, chemical products manufacturing and
selling, etc..
The Directors consider that China Datang Corporation ("China Datang") as the
ultimate parent company of the Company. China Datang does not produce financial
statements available for public use.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial
statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
(a) Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS"). These financial statements have been
prepared under the historical cost convention, as modified by the revaluation
of available-for-sale investments and financial liabilities (including
derivative instruments) at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the accounting policies of
the Company and its subsidiaries. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4.
As at 31 December 2009, a significant portion of the funding requirements of
the Company and its subsidiaries for capital expenditures was satisfied by
short-term borrowings. Consequently, as at 31 December 2009, the Company and
its subsidiaries had a negative working capital balance of approximately
Rmb24.71 billion (2008: Rmb38.19 billion). The Company and its subsidiaries had
significant undrawn borrowing facilities, subject to certain conditions,
amounting to approximately Rmb169.00 billion (2008: Rmb38.16 billion) (Note 39
(c)) and may refinance and/or restructure certain short-term borrowings into
long-term borrowings and will also consider alternative sources of financing,
where applicable. The Directors of the Company and its subsidiaries are of the
opinion that the Company and its subsidiaries will be able to meet its
liabilities as and when they fall due within the next twelve months and have
prepared these financial statements on a going concern basis.
New and amended standards adopted by the Company and its subsidiaries
The Company and its subsidiaries adopted the following new standards and
amendments to standards for the first time for the financial year beginning
1 January 2009.
-- International Accounting Standard ("IAS") 1 (revised), 'Presentation of
financial statements'. The revised standard prohibits the presentation of items
of income and expenses (i.e. 'non-owner changes in equity') in the statement of
changes in equity, requiring non-owner changes in equity to be presented
separately from owner changes in equity. All non-owner changes in equity are
required to be shown in a performance statement.
Entities can choose whether to present one performance statement (the statement
of comprehensive income) or two statements (the income statement and statement
of comprehensive income).
The Company and its subsidiaries elected to present one performance statement
and these financial statements have been prepared under the revised disclosure
requirements. Since the change in accounting policy only impacts presentation,
there is no impact on earnings per share.
-- Amendments to IFRS 1 and IAS 27, 'Cost of an investment in a subsidiary,
jointly controlled entity or associate', which the amendments to part of IAS 27
are relevant to the Company and its subsidiaries. The amendments to IAS 27
remove the definition of cost method and require an entity to recognise a
dividend from a subsidiary, jointly controlled entity or associate in statement
of comprehensive income in its separate financial statements when its right to
receive the dividend is established. The Company and its subsidiaries early
adopt the amendments prospectively from 1 January 2009 in their separate
financial statements in the current year. These amendments have no material
impact on those financial statements in the current year.
-- IFRS 8, 'Operating segments'. IFRS 8 replaces IAS 14, 'Segment reporting'.
It requires a 'management approach' under which segment information is
presented on the same basis as that used for internal reporting purposes. The
Company and its subsidiaries categorised their operating activities into power
generation segment, chemical segment, coal segment and all other segments for
the purpose of segment reporting. In addition, the segment information
disclosed is based on the information for internal reporting purpose which is
under China Accounting Standards for Business Enterprises ("PRC GAAP").
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-makers have been identified as executive directors and certain senior
management of the Company that make strategic decisions.
IFRS 8 revised certain disclosure items which the Company and its subsidiaries
have restated comparative information accordingly.
-- Amendment to IFRS 7, 'Financial instruments: disclosures'. The amendment
enhances the disclosure requirements about fair value measurement and
reinforces existing principles for disclosure about liquidity risk. The
amendment introduces a three-level hierarchy for fair value measurement
disclosures and requires some specific quantitative disclosures for financial
instruments on the lowest level in the hierarchy. It also requires the Company
and its subsidiaries to provide additional disclosures about the relative
reliability of fair value measurements. In addition, the amendment clarifies
and enhances the existing requirements for the disclosure of liquidity risk
primarily requiring a separate liquidity risk analysis for derivative and
non-derivative financial liabilities. As the change in accounting policy only
results in additional disclosures, there is no impact on earnings per share.
Adjustment on statutory surplus reserve
In year 2009, the Company and its subsidiaries adopted CAS Interpretation No. 3
promulgated by the Ministry of Finance of the People's Republic of China
("MOF") retroactively effective on 1 January 2009. According to CAS
Interpretation No. 3, the Company and its subsidiaries recorded certain
retrospective adjustments under PRC GAAP and adjusted statutory surplus reserve
of Rmb12.253 million and Rmb27.163 million as at 1 January 2008 and 2009,
accordingly. In order to ensure the distributable reserve under IFRS is not
affected by the adjustments at each individual year, the Directors of the
Company and its subsidiaries retrospectively reclassified the same amounts from
statutory surplus reserve to retained earnings accordingly under IFRS (Note
21).
Standards and amendments to published standards that are not yet effective but
relevant to the Company and its subsidiaries
The following standards and amendments to existing standards have been
published that are mandatory for the accounting periods of the Company and its
subsidiaries beginning on or after 1 January 2010, but the Company and its
subsidiaries have not early adopted.
-- IAS 24 (Revised), 'Related party disclosures' (effective for annual period
beginning on or after 1 January 2011). The revised standard introduces an
exemption from all of the disclosure requirements of IAS 24 for transactions
among government-related entities and the government. Those disclosures are
replaced with a requirement to disclose the name of the government and the
nature of their relationship, the nature and amount of any individually
significant transactions, and the extent of any collectively significant
transactions qualitatively or quantitatively. It also clarifies and simplifies
the definition of a related party. The Company and subsidiaries will apply this
standard to related party disclosures from 1 January 2011.
-- IAS 27 (Revised), 'Consolidated and separate financial statements'
(effective for annual period beginning on or after 1 July 2009). The revised
standard requires the effects of all transactions with non-controlling
interests to be recorded in equity if there is no change in control and these
transactions will no longer result in goodwill or gains and losses. The
standard also specifies the accounting when control is lost. Any remaining
interest in the entity is re-measured to fair value and a gain or loss is
recognised in profit and loss. The Company and its subsidiaries will apply this
standard prospectively to transactions with non-controlling interests from 1
January 2010.
-- IAS 38 (Amendment), 'Intangible Assets' (effective for annual period
beginning on or after 1 July 2009). The amendment is part of the annual
improvement project of the International Accounting Standard Board (the "IASB")
published in April 2009. The amendment clarifies guidance in measuring the fair
value of an intangible asset acquired in a business combination and it permits
the grouping of intangible assets as a single asset if each asset has similar
economic useful lives. The Company and its subsidiaries will apply this
amendment prospectively to all business combinations from 1 January 2010.
-- IFRS 3 (Revised), 'Business combinations' (effective for annual period
beginning on or after 1 July 2009). The revised standard continues to apply the
acquisition method to business combinations, with some significant changes. For
example, all payments to purchase a business are to be recorded at fair value
at the acquisition date, with contingent payments classified as debt
subsequently re-measured through profit or loss. There is a choice on an
acquisition by acquisition basis to measure the non-controlling interest in the
acquiree either at fair value or at the non-controlling interest's
proportionate share of the acquiree's net assets. All acquisition-related costs
should be expensed. The Company and subsidiaries will apply this standard
prospectively to all business combinations from 1 January 2010.
-- IFRS 5 (Amendment), 'Non-current assets held for sale and discontinued
operations'. The amendment is part of the annual improvement projects of the
IASB published in May 2008 and April 2009. The amendment provides clarification
that IFRS 5 specifies the disclosures required in respect of non-current assets
(or disposal groups) classified as held for sale or discontinued operations. It
clarifies that all assets and liabilities of a subsidiary are classified as
held for sale if a partial disposal sale plan results in loss of control, and
relevant disclosure should be made for this subsidiary if the definition of a
discontinued operation is met. The amendment also clarifies that the general
requirement of IAS 1 still apply, particularly paragraph 15 (to achieve a fair
presentation) and paragraph 125 (sources of estimation uncertainty) of IAS 1.
The Company and its subsidiaries will apply this amendment from 1 January 2010.
It is not expected to have a material impact on the financial statements of the
Company and its subsidiaries.
-- IFRS 9, 'Financial Instruments' (effective for annual period beginning on or
after 1 January 2013). The standard requires financial assets to be classified
into two measurement categories: those to be measured subsequently at fair
value and those to be measured subsequently at amortised cost. The decision is
to be made at initial recognition. The classification depends on the entity's
business model for managing its financial instruments and the contractual cash
flow characteristics of the instrument. An instrument is subsequently measured
at amortised cost only if it is a debt instrument and both the objective of the
entity's business model is to hold the asset to collect the contractual cash
flows, and the asset's contractual cash flows represent only payments of
principal and interest (i.e. it has only 'basic loan features'). All other debt
instruments are to be measured at fair value through profit or loss. All equity
instruments are to be measured subsequently at fair value. Equity instruments
that are held for trading will be measured at fair value through profit or
loss. For all other equity investments, an irrevocable election can be made at
initial recognition, to recognise unrealised and realised fair value gains and
losses through other comprehensive income rather than profit or loss. There
will be no recycling of fair value gains and losses to profit or loss. This
election may be made on an instrument-by-instrument basis. Dividends are to be
presented in profit or loss, as long as they represent a return on investment.
The Company and its subsidiaries will apply this standard prospectively to
financial instruments from 1 January 2013.
(b) Consolidation
The consolidated financial statements include the financial statements of the
Company and all of its subsidiaries made up to 31 December.
Subsidiaries
Subsidiaries are all entities over which the Company and its subsidiaries have
the power to govern the financial and operating policies generally accompanying
a shareholding of more than one half of the voting rights. The existence and
effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Company and its subsidiaries control
another entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Company and its subsidiaries and are
de-consolidated from the date that control ceases.
(i) Common control business combination
These consolidated financial statements incorporate the financial statements of
the combining entities or businesses in which the common control combination
occurs as if they had been combined from the date when the combining entities
or businesses first came under the control of the controlling party.
The net assets of the combining entities or businesses are combined using the
existing book values from the controlling parties' perspective. No amount is
recognised in consideration for goodwill or excess of acquirers' interest in
the net fair value of acquiree's identifiable assets, liabilities and
contingent liabilities over cost at the time of common control combination, to
the extent of the continuation of the controlling party's interest.
The consolidated statement of comprehensive income includes the results of each
of the combining entities or businesses from the earliest date presented or
since the date when the combining entities or businesses first came under the
common control, where there is a shorter period, regardless of the date of the
common control combination.
The comparative amounts in the consolidated financial statements are presented
as if the entities or businesses had been combined at the previous balance
sheet date or when they first came under common control, whichever is shorter.
Transaction costs, including professional fees, registration fees, costs of
furnishing information to shareholders, costs or losses incurred in combining
operations of the previously separate businesses, etc., incurred in relation to
the common control combination that is to be accounted for by using merger
accounting is recognised as expenses in the period in which they are incurred.
(ii) Non-common control business combination
Purchase accounting is used to account for the acquisitions of subsidiaries by
the Company and its subsidiaries from third parties. The acquisition costs and
identifiable net assets obtained by acquirer are measured at the fair value on
the acquisition date. Related separate financial statements are adjusted on the
basis of the fair value of the identifiable net assets on acquisition date when
preparing consolidated financial statements. The excess of acquisition costs
over the proportionate share of the fair value of the identifiable net assets
acquired is recorded as goodwill. The shortfall of acquisition costs to the
proportionate share of the fair value of the identifiable net assets acquired
is recognised through current period profit and loss.
Direct costs attributable to the business combination are recorded as
acquisition costs. Any charges or commission arising from issuance of equity
securities for business combination are offset against premium of those equity
securities.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated
after taking into account any impairment indicator of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary in the
consolidated financial statements to ensure consistency with the policies
adopted by the Company and its subsidiaries.
In the Company's balance sheet, the investments in subsidiaries are stated at
cost less provision for impairment losses. The results of subsidiaries are
accounted for by the Company on the basis of dividends received and receivable.
Transactions with minority interests
The Company and its subsidiaries apply a policy of treating transactions with
minority interests as transactions with equity holders of the Company and its
subsidiaries. For purchases from minority interests, the difference between any
consideration paid and the relevant share acquired of the carrying value of net
assets of the subsidiary is recorded in equity. Gains or losses on disposals to
minority interests are recorded in equity.
Jointly controlled entities and associates
Jointly controlled entities are all entities over which the Company and its
subsidiaries and other parties undertake an economic activity through a
contractual arrangement which is subject to joint control and none of the
participating parties has unilateral control over the economic activity.
Associates are all entities over which the Company and its subsidiaries have
significant influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights.
Investments in jointly controlled entities and associates are accounted for
using the equity method of accounting and are initially recognised at cost. The
Company and its subsidiaries' shares of the post-acquisition profits or losses
of jointly controlled entities and associates is recognised in the profit or
loss and their share of post-acquisition movements in reserves is recognised in
reserves. The cumulative post-acquisition movements are adjusted against the
carrying amounts of the investments. The Company and its subsidiaries'
investments in jointly controlled entities and associates include goodwill
identified on acquisition, net of any accumulated impairment loss (Note 2(h)).
When the Company and its subsidiaries' share of losses in a jointly controlled
entity or an associate equals or exceeds their interest in the jointly
controlled entity or associate, including any other unsecured receivables, the
Company and its subsidiaries do not recognise further losses, unless the
Company and its subsidiaries have incurred obligations or made payments on
behalf of the jointly controlled entities or associates.
Unrealised gains on transactions between the Company and its subsidiaries and
their jointly controlled entities and associates are eliminated to the extent
of the Company and its subsidiaries' interests in the jointly controlled
entities and associates. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
Accounting policies of jointly controlled entities and associates have been
changed where necessary to ensure consistency with the policies adopted by the
Company and its subsidiaries.
In the Company's balance sheet, the investments in jointly controlled entities
and associates are stated at cost less provision for impairment losses (Note 2
(h)). The results of jointly controlled entities and associates are accounted
for by the Company on the basis of dividends received and receivable.
(c) Segment reporting
The Company and its subsidiaries determine their reportable segments based on
operating segments. An operating segment represents a component of the Company
and its subsidiaries that meets all the conditions below:
-- The component earns revenue and incurs expenses in its daily operating
activities;
-- Chief operating decision-makers ("CODM") of the Company and its subsidiaries
can regularly review the operating results of the component in order to make
decisions on allocating resources and assessing its performance;
-- The financial position, operating results, cash flows and other related
information of the component are available.
Segment information of the Company and its subsidiaries adopt the same
standards as internal reports. The disclosure format of operating segment
disclosures is consistent with that of the Company and its subsidiaries
reported internally to executive directors and certain senior management
(including chief accountant) (together referred to as the "senior management"),
who perform the functions of CODM.
(d) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each entity of the Company and
its subsidiaries are measured using the currency of the primary economic
environment in which the entity operates (the "functional currency"). The
financial statements are presented in Renminbi ("Rmb"), which is the functional
and presentation currency of the Company.
Transaction and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the profit or
loss unless it arises from foreign currency loans borrowed for the acquisition
or construction of qualifying assets which is eligible for capitalization.
Group companies
The results and financial position of all the group entities (none of which has
the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
-- assets and liabilities for each balance sheet presented are translated at
the closing rate at the date of that balance sheet;
-- income and expenses for each consolidated statement of comprehensive income
are translated at average exchange rates of the month when the transaction
incurred (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the rates on the dates of the
transactions); and
-- all resulting exchange differences are recognised as a separate component of
equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, are taken to shareholders' equity. When a
foreign operation is partially disposed of or sold, exchange differences that
were recorded in equity are recognised in the profit or loss as part of the
gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.
(e) Property, plant and equipment
Property, plant and equipment, apart from construction-in-progress ("CIP"), are
stated at historical cost less accumulated depreciation and accumulated
impairment loss. The initial cost comprises purchase price, import duties,
non-refundable purchase taxes and any directly attributable costs of bringing
the asset to its working condition and location for its intended use.
CIP represents plants and properties under construction and is stated at cost,
which includes the costs of construction, plant and machinery and other direct
costs. CIP is not depreciated until such time as the relevant assets are
completed and ready for its intended use when they are transferred to the
relevant asset categories.
Depreciation is calculated using the straight-line method to allocate their
costs to their residual values over their estimated useful lives, as follows:
Dam 45 years
Buildings 20-50 years
Electricity utility plants 12-45 years
Transportation facilities, computer and others 4-10 years
The assets' residual values, useful lives and depreciation method are reviewed,
and adjusted if appropriate, at least at each balance sheet date.
Subsequent costs are included in the asset's carrying amount or recognised as
separate assets, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Company and its subsidiaries
and the cost of the item can be measured reliably. The carrying amount of the
replaced part is derecognised. All other repairs and maintenance are charged to
the profit or loss during the financial period in which they are incurred.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated recoverable
amount (Note 2(h)).
Gains or losses on disposals are determined by comparing the proceeds on
disposal with the carrying amount and are included within 'operating
costs - others' in the consolidated statement of comprehensive income.
(f) Land use rights
Land use rights represent upfront prepayments made for the land use rights and
leasehold land and are expensed in the profit or loss on a straight-line basis
over the terms of the leases. Whenever there is impairment, the impairment is
expensed in the profit or loss.
(g) Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair
value of the Company and its subsidiaries' share of the net identifiable assets
of the acquired subsidiary / jointly controlled entity / associate at the date
of acquisition. Goodwill on acquisitions of subsidiaries is included in
'intangible assets'. Goodwill on acquisitions of jointly controlled entities
and associates is included in investments in jointly controlled entities and
associates, respectively and is tested for impairment as part of the overall
balance. Separately recognised goodwill is tested annually for impairment and
carried at cost less accumulated impairment losses. Impairment losses on
goodwill are not reversed. Gains or losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of
cash-generating units that are expected to benefit from the business
combination in which the goodwill arose identified according to operating
segment.
Resource use rights
Resource use rights are stated at cost less accumulated amortisation.
Amortisation is calculated using the straight-line method to allocate the cost
over their estimated useful lives (10 years) and recorded in 'operating
costs - others' in the consolidated statement of comprehensive income.
Mining Rights
Mining rights are stated at cost less accumulated amortisation and impairment
losses, and are amortised on a systemic and proper method to reflect the
pattern in which the asset's future economic benefits are expected to be
realised by the Company and its subsidiaries.
Technology know-how
Acquired technology know-how related to the production process of coal chemical
products, which is initially recognised at acquisition cost and will
subsequently be amortised on straight-line basis over the beneficial period
upon commencement of commercial production.
Computer software
Acquired computer software are capitalised on the basis of the costs incurred
to acquire and bring to use the specific software. These costs are amortised
over their estimated useful lives and recorded in 'operating costs - others' in
the consolidated statement of comprehensive income.
(h) Impairment of investments in subsidiaries, jointly controlled entities,
associates and non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not
subject to amortisation and are tested annually for impairment. Assets are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset's fair
value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible
reversal of the impairment at each reporting date.
Impairment testing of the investments in subsidiaries, jointly controlled
entities or associates is required upon receiving dividends from these
investments if the dividend exceeds the total comprehensive income of the
subsidiaries, jointly controlled entities or associates in the period the
dividend is declared or if the carrying amount of the investment in the
separate financial statements exceeds the carrying amount in the consolidated
financial statements of the investee's net assets including goodwill.
(i) Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as assets held-for-sale
when their carrying amount is to be recovered principally through
a sale transaction and a sale is considered highly probable. They are stated at
the lower of carrying amount and fair value less costs to sell if their
carrying amount is to be recovered principally through a sale transaction
rather than through continuing use.
(j) Financial assets
Classification
The Company and its subsidiaries classified their financial assets into the
following categories: loans and receivables and available-for-sale. The
classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the balance sheet date, which are classified as non-current assets. Loans and
receivables primarily included 'long-term entrusted loans to related parties',
'short-term entrusted loans to related parties', 'other receivables',
'dividends receivable', 'accounts and notes receivables', 'restricted cash',
'fixed deposits over three months' and 'cash and cash equivalents' in the
balance sheet.
Available-for-sale investments
Available-for-sale investments are non-derivatives financial assets that are
either designated in this category or not classified in any of the other
categories. They are included in non-current assets unless the investments
mature or management intends to dispose the investment within 12 months after
the balance sheet date.
Recognition and measurement
Regular way purchases and sales of financial assets are recognised on
trade-date - the date on which the Company and its subsidiaries commit to
purchase or sell the asset. Investments are initially recognised at fair value
plus transaction costs for all financial assets not carried at fair value
through profit or loss. Available-for-sale investments are subsequently carried
at fair value. Loans and receivables are carried at amortised cost using the
effective interest method. Financial assets are derecognised when the rights to
receive cash flows from the investments have expired or have been transferred
and the Company and its subsidiaries have transferred substantially all risks
and rewards of ownership.
Changes in the fair value of available-for-sale investments are recognised in
other comprehensive income. When available-for-sale investments are sold or
impaired, the accumulated fair value adjustments recognised in equity are
included in the profit or loss as 'other gains'. Dividends on
available-for-sale equity instruments are recognised in the profit or loss when
the right of the Company and its subsidiaries to receive payments is
established.
The Company and its subsidiaries assess at each balance sheet date whether
there is objective evidence that a financial asset or a group of financial
assets is impaired. In the case of equity securities classified as
available-for-sale, a significant or prolonged decline in the fair value of the
security below its cost is considered as an indicator that the securities are
impaired. If any such evidence exists for available-for-sale investments, the
cumulative loss - measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that investments
previously recognised in profit or loss - is removed from equity and
recognised in the profit or loss. Impairment losses recognised in the profit or
loss on equity instruments are not reversed through the profit or loss.
Impairment loss on the available-for-sale investment recorded at cost is
measured as the difference between the carrying amount of the investment and
the present value of estimated future cash flows discounted at the current
market rate of return for a similar financial asset. Impairment testing of
loans and receivables is described in Note 2(l).
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the
balance sheet when there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis, or
realise the asset and settle the liability simultaneously.
(k) Inventories
Inventories are stated at the lower of cost and net realisable value.
Inventories are expensed to fuel costs or other relevant operating costs when
used, sold or capitalised to property, plant and equipment when installed, as
appropriate, using moving weighted average method. Costs of inventories include
direct material cost and transportation expenses incurred in bringing them to
the working locations. Net realisable value is the estimated selling price in
the ordinary course of business, less the estimated costs in power generation
and selling expenses.
(l) Loans and receivables
Loans and receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment. A provision for impairment of loans and receivables is
established when there is objective evidence that the Company and its
subsidiaries will not be able to collect all amounts due according to the
original terms of receivables. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or financial
reorganisation and default or delinquency in payments are considered indicators
that the receivable is impaired. The amount of the provision is the difference
between the carrying amount of the asset and the present value of estimated
future cash flows, discounted at the original effective interest rate. The
carrying amounts of the assets are reduced through the use of allowance
accounts, and the amount of the provision is recognised in the consolidated
statement of comprehensive income within 'operating costs - others'.
When a receivable is uncollectible, it is written off against the allowance
account for receivables. Subsequent recoveries of amounts previously written
off are credited against 'operating costs - others' in the consolidated
statement of comprehensive income.
(m) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with
banks and financial institution and other short-term highly liquid investments
with original maturities of three months or less.
(n) Payables
Payables primarily include accounts payable and accrued liabilities, etc. and
are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method.
(o) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost; any difference
between proceeds (net of transaction costs) and the redemption value is
recognised in the profit or loss over the period of the borrowings using the
effective interest method.
Borrowings are classified as current liabilities unless the Company and its
subsidiaries have contractual or an unconditional right to defer settlement of
the liability for at least 12 months after the balance sheet date.
(p) Borrowing costs
Borrowing costs incurred for the construction for any qualifying assets are
capitalised during the period of time that is required to complete and prepare
the asset for its intended use. Other borrowing costs are expensed and included
as finance costs in the period in which they are incurred.
(q) Taxation
Value-added tax ("VAT")
Sales of goods of the Company and its subsidiaries are subjected to VAT. VAT
payable is determined by applying 17% or 13% on the taxable revenue arising
from sales of goods after offsetting deductible input VAT of the period.
Current and deferred income tax
The tax expense for the period comprises current and deferred income tax.
Income tax is recognised in the profit or loss, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the income tax is also recognised in other comprehensive
income or directly in equity, respectively.
The statutory income tax is assessed on an individual entity basis, based on
each of results of operations of the Company and its subsidiaries. The
commencement date of the tax holiday period of each power plant is individually
determined. The income tax charges are based on assessable profit for the year
and after considering deferred income tax.
On 16 March 2007, the National People's Congress promulgated the "Corporate
Income Tax Law of the People's Republic of China" which became effective from 1
January 2008. Domestic entities of the Company and its subsidiaries which
originally enjoyed preferential income tax treatments will transit to 25%
gradually in five years from 1 January 2008 onwards. The Company and its
domestic subsidiaries with original applicable income tax rate of 33% are
subject to income tax rate of 25% from 1 January 2008 onwards. Pursuant to Guo
Fa [2007]39 document, starting from 1 January 2008, entities which originally
enjoyed two-year tax exemption and three-year 50% reduction tax treatments,
continue to follow the original tax laws, administrative regulations and
relevant documents until respective expiration dates. However, those not being
entitled to preferential income tax treatment as a result of tax losses, the
preferential period started from 2008 onwards.
The statutory income tax rate applicable to Datang International (Hong Kong)
Limited ("Datang Hong Kong"), a subsidiary of the Company incorporated in Hong
Kong changed from 17.5% in 2008 to 16.5% from 2009 onwards.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. However, deferred income tax is
not accounted for if it arises from the initial recognition of an asset or
liability in a transaction other than a business combination that at the time
of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the balance sheet date and are expected to
apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments
in subsidiaries, jointly controlled entities and associates, except where the
timing of the reversal of the temporary difference is controlled by the Company
and its subsidiaries and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred income tax assets and deferred income tax liabilities are offset when
meeting all the conditions below:
-- The Company and its subsidiaries have the legally enforceable right to
settle current income tax assets and current income tax liabilities; and
-- The deferred income tax assets and liabilities relate to income tax levied
by the same taxation authority on either the taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
(r) Government grants
Grants from the government are recognised at their fair value when there is
reasonable assurance that the grants will be received and the Company and its
subsidiaries will comply with all attached conditions.
Government grants relating to costs are deferred and recognised in the profit
or loss over the period necessary to match them with the costs that they are
intended to compensate.
Government grants relating to property, plant and equipment are included in
non-current liabilities as 'deferred income' and are credited to the profit or
loss on a straight-line basis over the expected lives of the related assets.
(s) Revenue and income recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the activities of
the Company and its subsidiaries. Revenue is shown net of VAT, returns, rebates
and discounts and after eliminating sales within the Company and its
subsidiaries.
The Company and its subsidiaries recognise revenue when the amount of revenue
can be reliably measured, it is probable that future economic benefits will
flow to the entity and specific criteria have been met for each of the Company
and its subsidiaries' activities as described below.
Sales of goods
Revenue from sales of electricity and heat represents the amount of tariffs
billed for electricity and heat generated and transmitted to the respective
power companies and heat supply companies.
Revenue associated with sales of coal and other goods is recognized when the
title to the goods has been passed to customers, which is the date when the
goods are either picked up at site or free on board (i.e. FOB), or delivered to
the designated locations and accepted by the customers.
Interest income
Interest income is recognised on a time-proportion basis using the effective
interest method.
(t) Employee benefits
Pension and other social obligations
The Company and its subsidiaries have various defined contribution plans in
accordance with the local conditions and practices in the municipalities and
provinces in which they operate. Defined contribution plans are pension and /
or other social benefit plans under which the Company and its subsidiaries pay
fixed contributions into a separate entity (a fund) and will have no legal or
constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees benefits relating to employee service in
the current and prior periods. The contributions are recognised as salaries and
staff welfare when they are due.
Staff housing benefits
The Company provides housing to its employees at preferential prices. The
difference between the selling price and the cost of housing is considered a
housing benefit to the employees and is recorded as deferred housing benefits
which are amortised on a straight-line basis over the estimated average service
lives of the relevant employees and included in salaries and staff welfare
expenses.
During 2005 to 2007, the Company and some of its subsidiaries also started to
provide monetary housing subsidies to their employees. These subsidies are
considered housing benefits and are recorded as deferred housing benefits which
are amortised on a straight-line basis over the estimated service average lives
of the relevant employees and included in salaries and staff welfare expenses.
In addition, the Company and its subsidiaries also contribute to the
state-prescribed housing fund. Such costs are charged to the profit or loss as
incurred.
Apart from those described above, the Company and its subsidiaries do not have
other legal or constructive obligations over such benefits.
(u) Leases
Leases where all the risks and rewards incidental to ownership of the assets
are in substance transferred to the lessees are classified as finance leases.
All other leases are operating leases.
Operating leases (lessee)
Operating lease expenses are capitalised or expensed on a straight-line basis
over the lease terms.
Finance lease (lessee)
At the commencement of the lease term, the Company and its subsidiaries
recognise finance leases resulted from a sale and leaseback transaction as
assets and liabilities in their balance sheets at amounts equal to the fair
value of the leased property or, if lower, the present value of the minimum
lease payments, each determined at the inception of the lease. The Company and
its subsidiaries adopt the effective interest method in calculating the present
value of the minimum lease.
On balance sheet date, the Company and its subsidiaries present the net amount
of the minimum lease payments after deducting any unrealised finance costs in
non-current liabilities and current liabilities respectively. Any excess of
sales proceeds over the carrying amount shall be deferred and amortised over
the lease terms.
(v) Dividend distribution
Dividend distribution is recorded as a liability in the financial statements in
the period in which the dividends are approved by the shareholders of the
Company and its subsidiaries.
(w) Financial guarantee contracts
The Company and its subsidiaries issue financial guarantee contracts that
transfer significant insurance risk. Financial guarantee contracts are those
contracts that require the issuer to make specified payments to reimburse the
holders for losses they incur because specified debtors fail to make payments
when due in accordance with the original or modified terms of debt instruments.
At each balance sheet date, liability adequacy tests are performed to ensure
the adequacy of the contract liabilities. In performing these tests, current
best estimates of future contractual cash flows and related administrative
expenses are used. Any deficiency is immediately charged to the profit or loss
by establishing a provision for losses arising from these tests.
(x) Contingencies
Contingent liabilities are recognised in the financial statements when it is
probable that a liability will be recognised. Where no provision is recorded,
they are disclosed unless the possibility of an outflow of resources embodying
economic benefits is remote.
A contingent asset is not recognised in the financial statements unless
virtually certain but disclosed when an inflow of economic benefits is
probable.
3. FINANCIAL, CAPITAL AND INSURANCE RISKS MANAGEMENT
The Company works out general principles for overall risk management, including
management of financial risks, as well as management policies covering specific
areas. In considering the importance of risks, the Company identifies and
evaluates risks at head office and individual subsidiary level, and requires
analysis and proper communication for the information collected periodically.
(a) Financial risk management
The activities of the Company and its subsidiaries expose them to a variety of
financial risks including cash flow interest rate risk, foreign exchange risk,
price risk, credit risk and liquidity risk. The overall risk management program
of the Company and its subsidiaries focus on the unpredictability of financial
markets and seek to minimise potential adverse effects on financial performance
of the Company and its subsidiaries.
Market risk
Cash flow interest rate risk
As the Company and its subsidiaries have no significant interest-bearing assets
except for bank deposits, the income and operating cash flows of the Company
and its subsidiaries are substantially independent of changes in market
interest rates.
Most of the bank deposits are maintained in the savings and fixed deposits
accounts in the PRC. The interest rates are regulated by the People's Bank of
China while the Company and its subsidiaries closely monitor the fluctuation on
such rates periodically. As the average interest rates applied to the deposits
are relatively low, the Directors are of the opinion that the Company and its
subsidiaries are not exposed to any significant interest rate risk for these
assets held as at 31 December 2008 and 2009.
The interest rate risk of the Company and its subsidiaries arises from loans.
Loans with variable interest rates expose the Company and its subsidiaries to
cash flow interest rate risk. The exposures of such a risk are disclosed in
Notes 22 and 27 to the financial statements. The Company and its subsidiaries
analyses interest rate exposures on a dynamic basis. Various scenarios are
simulated taking into consideration refinancing, renewal of existing positions
and alternative financing.
As at 31 December 2009, if interest rates on Rmb, HK dollar ("HKD") and US
dollar ("USD") denominated loans had been 50 basis points (2008: 50 basis
points) higher / lower respectively with all other variables held constant,
interest expense would have been Rmb366.429 million (2008: Rmb296.201 million),
Rmb1.980 million (2008: Rmb1.779 million) and Rmb3.219 million (2008: Rmb3.649
million) higher / lower, respectively. The ranges of such sensitivities
disclosed above were based on the observations on the historical trends of
related interest rates during the previous year under analysis.
Foreign exchange risk
Foreign exchange risk of the Company and its subsidiaries primarily arises from
loans primarily denominated in USD. Related exposures are disclosed in Notes 22
and 27 to the financial statements. The management of the Company and its
subsidiaries maintain a close look at the international foreign currency market
on the changing exchange rates and takes these into consideration when
investing in foreign currency deposits and loans raising.
As at 31 December 2009, if Rmb had weakened / strengthened by 5% (2008: 5%)
against USD with all other variables held constant, exchange gain would have
been Rmb61 million (2008: Rmb86 million) lower / higher. The range of such
sensitivity disclosed above was based on the observation on the historical
trend of related exchange rates during the previous year under analysis.
Price risk
The available-for-sale investments of the Company and its subsidiaries are
exposed to equity security price risk. The exposure of such a risk is disclosed
in Note 10 to the financial statements. Following the sale of A shares of Daqin
Railway Company Limited ("Daqin Railway") during 2008, the Directors are of
opinion that the Company and its subsidiaries are not exposed to any
significant equity security price risk for these assets held as at 31 December
2008 and 2009. The Company and its subsidiaries closely monitor the pricing
trends in the open market in determining their long-term strategic stakeholding
decisions.
The Company and its subsidiaries also exposed to fuel price risk on fuel
purchases. The Company and its subsidiaries manage such risk by entering bulk
purchase agreements through its coal trading subsidiaries and continuously
looking for acquisition opportunities of coal mines.
Credit risk
Credit risk primarily arises from bank deposits, credit exposures to customers,
other receivables and entrusted loans to related parties. Related maximum
exposures are disclosed in Notes 19, 18, 17, 14 and 16 to the financial
statements, respectively.
The Company and its subsidiaries maintain most of their bank deposits in
several major state-owned financial institutions in the PRC (Note 35(f)) and a
non-bank financial institution which is a related party of the Company and its
subsidiaries (Note 19). With strong State support provided to those state-owned
financial institutions and the holding of directorship in the board of the
related party non-bank financial institution, the Directors are of the opinion
that there is no significant credit risk on such assets being exposed.
With regard to accounts receivable arising from power sales, most of the power
plants of the Company and its subsidiaries sell electricity to their sole
customers, the power grid companies of their respective provinces or regions
where the power plants operate. These power plants of the Company and its
subsidiaries communicate with their individual grid companies periodically and
believe that adequate provision for doubtful accounts have been made in the
financial statements. For accounts receivable arising from coal and chemical
product sales, the Company and its subsidiaries assess the credit quality of
the customers, taking into account their financial positions, past experience
and other factors. They will also collect advanced payments from their
customers. The Company and its subsidiaries perform periodic credit evaluations
of its customers and believe that adequate provision for doubtful debts have
been made in the financial statements. The Company and its subsidiaries do not
hold any collateral as security for all the receivables.
The concentrations of accounts receivable are disclosed in Note 18.
Regarding balances with related parties, the Company and its subsidiaries
assessed the credibility of the borrowers by reviewing the operating results
and gearing ratios periodically.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and cash
equivalents, the availability of funding from an adequate amount of committed
credit facilities and the ability to close out market positions. Due to the
dynamic nature of the underlying businesses, the Company and its subsidiaries
aim to maintain flexibility in funding by maintaining availability under
committed credit facilities.
Management monitors the cash flow rolling forecasts of the Company and its
subsidiaries which comprises the undrawn borrowing facility and cash and cash
equivalents (Notes 39(c) and 19) available as at each month end in meeting its
liabilities.
The table below analyses the non-current liabilities of the Company and its
subsidiaries into relevant maturity groupings based on the remaining period
from the balance sheet to the contractual maturity dates. The amounts disclosed
in the table are the contractual undiscounted cash flows. Except for the
amounts presented below, all other financial liabilities, primarily including
accounts payable, other payables, accruals, short-term loans and short-term
bonds are due within the next 12 months from the balance sheet date. As the
impact of the discounting is not significant, the expected future cash flows of
balances within 12 months approximate their carrying amounts.
Company and its subsidiaries
Within 1 year 1-2 years 2-5 years Over 5 years Total
31 December 2009
Long-term loans 6,842,438 19,699,203 39,380,101 40,427,241 106,348,983
Long-term bonds - - 3,000,000 3,000,000 6,000,000
Finance lease
liabilities 685,299 687,859 1,678,151 2,183,695 5,235,004
Other long-term
Liabilities 28,803 35,837 15,360 - 80,000
Interest payables
for loans 5,922,244 4,919,332 11,545,778 9,137,461 31,524,815
Interest payables
for bonds 282,000 282,000 837,000 750,000 2,151,000
13,760,784 25,624,231 56,456,390 55,498,397 151,339,802
31 December 2008
Long-term loans 6,501,903 13,690,060 24,451,883 30,884,479 75,528,325
Finance lease
Liabilities 631,449 738,630 2,092,499 2,788,547 6,251,125
Other long-term
Liabilities 40,000 28,560 15,357 - 83,917
Interest payables
for loans 5,395,197 3,805,135 7,897,645 6,860,820 23,958,797
Interest payables
for bonds 129,556 - - - 129,556
12,698,105 18,262,385 34,457,384 40,533,846 105,951,720
Company
Within 1 year 1-2 years 2-5 years Over 5 years Total
31 December 2009
Long-term loans 954,400 2,354,400 6,283,200 1,772,000 11,364,000
Long-term bonds - - 3,000,000 3,000,000 6,000,000
Interest payables
for loans 544,364 474,482 521,982 322,295 1,863,123
Interest payables
for bonds 282,000 282,000 837,000 750,000 2,151,000
1,780,764 3,110,882 10,642,182 5,844,295 21,378,123
31 December 2008
Long-term loans 712,500 4,882,500 5,357,500 3,457,500 14,410,000
Interest payables
for loans 1,269,520 695,095 991,977 274,986 3,231,578
Interest payables
for bonds 129,556 - - - 129,556
2,111,576 5,577,595 6,349,477 3,732,486 17,771,134
Fair value estimation
Fair value measurements
Effective from 1 January 2009, the Company and its subsidiaries adopted the
amendments to IFRS 7 for financial instruments that are measured in the balance
sheet at fair value, this requires disclosure of fair value measurements by
level of the following fair value measurement hierarchy:
-- Quoted prices (unadjusted) in active markets for identical assets or
liabilities (level 1).
-- Inputs other than quoted prices included within level 1 that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices) (level 2).
-- Inputs for the asset or liability that are not based on observable market
data (i.e. unobservable inputs) (level 3).
The following table presents financial assets of the Company and its
subsidiaries that are measured at fair value at 31 December 2009.
Company and its subsidiaries
Level 1 Level 2 Level 3 Total
Assets
Available-for-sale investments
- Equity securities (Note 10) 18,700 - - 18,700
Total assets 18,700 - - 18,700
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm's length
basis. The quoted market price used for financial assets held by the Company
and its subsidiaries is the current bid price. These instruments are included
in level 1. Instruments included in level 1 comprise equity investment in Bank
of Communications Co., Ltd. classified as available-for-sale.
Fair value disclosures
The carrying amounts of bank balances and cash, accounts and notes receivables,
other receivables, accounts payable and accrued liabilities, short-term loans
and short-term bonds are assumed to approximate their fair values.
The fair value of financial liabilities for disclosure purpose is either at
their quoted prices or estimated by discounting the future contractual cash
flows at the current market interest rates that are available to the Company
and its subsidiaries for similar financial instruments.
Fair value estimates are made at a specific point of time and are based on
relevant market information and information about the financial instruments.
These estimates are subjective in nature and involve uncertainties and matters
of significant judgement and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
(c) Capital risk management
The objectives of the Company and its subsidiaries when managing capital are to
safeguard the ability of the Company and its subsidiaries in continuing as a
going concern in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
In order to maintain or adjust the capital structure, the Company and its
subsidiaries may adjust the amount of dividends paid to shareholders, issue new
shares or sell assets to reduce debts.
The Company and its subsidiaries monitor capital on the basis of the
assets-to-liabilities ratio. This ratio is calculated as total liabilities
divided by total assets as shown on the consolidated balance sheet. The
assets-to-liabilities ratio of the Company and its subsidiaries as at 31
December 2009 was 82.17% (2008: 80.53%).
The increase in the assets-to-liabilities ratio during 2009 was primarily due
to the increase of long-term borrowings borrowed for constructions and
acquisitions. Taking into consideration of the expected operating cash flows of
the Company and its subsidiaries and the available banking facilities and their
experience in refinancing short-term borrowings, the management believes the
Company and its subsidiaries can meet their current obligations when they fall
due.
(d) Insurance risk management
The Company and its subsidiaries issue financial guarantee contracts to its
subsidiaries, jointly controlled entity, associates, other equity investees and
a former related party for their borrowings from financial institutions for
business developments that transfer significant insurance risk. The risk under
any one financial guarantee contract is the possibility that the insured event
(default of a specified debtor) occurs and the uncertainty of the amount of the
resulting claims. By the nature of such financial guarantee contracts, this
risk is predictable.
Experience shows credit risks from specified debtors are relatively remote. The
Company and its subsidiaries maintain a close watch on the financial position
and liquidity of the subsidiaries, the jointly controlled entity, associates,
other equity investees and the former related party for which financial
guarantees have been granted in order to mitigate such risks (Note 2(w)). The
Company and its subsidiaries take all reasonable steps to ensure that they have
appropriate information regarding any claim exposure. Details of financial
guarantee contracts are disclosed in Note 41.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The Company and its subsidiaries make accounting estimates and assumptions
concerning the future. The resulting accounting estimates will, by definition,
seldom equal to the related actual results. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed
below.
(a) Useful lives of property, plant and equipment
Management of the Company and its subsidiaries determine the estimated useful
lives and related depreciation charges for its property, plant and equipment.
This estimate is based on projected wear and tear incurred during power
generation. This could change significantly as a result of technical
renovations on power generators. Management will adjust the estimated useful
lives where useful lives vary with previously estimated useful lives. It is
reasonably possible, based on existing knowledge, that outcomes within the next
financial year that are different from assumptions could require material
adjustments to the carrying amount of property, plant and equipment.
(b) Impairment of property, plant and equipment
The Company and its subsidiaries perform impairment test on property, plant and
equipment whenever any impairment indication exists. In accordance with Note 2
(h), impairment is recognised as the amount by which the asset's carrying
amount exceeds its recoverable amount. The estimation based on existing
experience may be different from the result of the next financial year and may
lead to material adjustments to the carrying amount of property, plant and
equipment.
Changes of assumptions in tariff and fuel price will affect the result of
property, plant and equipment impairment assessment. As at 31 December 2009, if
tariff had decreased by 1% from management's estimates with other variables
held constant with the expectations, the Company and its subsidiaries would
have to recognize impairment against property, plant and equipment by
approximately Rmb371 million. If fuel price had increased by 1% from the
management's estimates with other variables held constant with the
expectations, the Company and its subsidiaries would have to recognize
impairment against property, plant and equipment by approximately Rmb132
million.
(c) Approval of construction in new power plants
The ultimate approval from the National Development and Reform Commission
("NDRC") on certain power plants construction projects of the Company and its
subsidiaries is a critical estimate and judgment of the directors. Such an
estimate and judgment are based on initial approval documents received as well
as their understanding of the projects. Based on historical experience, the
Directors believe that the Company and its subsidiaries will receive final
approval from the NDRC on the related power plant projects. Deviation from this
estimate and judgment could result in material adjustments to the carrying
amount of the property, plant and equipment.
(d) Accounting estimates on impairment of goodwill
The Company and its subsidiaries performed impairment test annually whether
goodwill is impaired in accordance with the accounting policy stated in Note 2
(g). The recoverable amounts of cash-generating units are determined based on
value-in-use calculations. These calculations require the use of estimates
(Note 13). It is reasonably possible, based on existing knowledge, that
outcomes within the next financial year that are different from assumptions
could require material adjustments to the carrying amount of intangible assets.
(e) Deferred income tax assets
The estimates of deferred income tax assets require estimates over future
taxable profit and corresponding applicable income tax rates of respective
years. The change in future income tax rates and timing would affect income tax
expense or benefit, as well as deferred income tax balance. The realization of
deferred income tax assets also depends on the realization of sufficient
profitability (taxable profit) of the Company and its subsidiaries. Deviation
of future profitability from the estimate could result in material adjustments
to the carrying amount of deferred income tax assets.
(f) Estimate of income tax expense
The Company and its subsidiaries pay income tax in various regions. There can
be various uncertainties on the ultimate income tax treatments for many
transactions and events arising from normal operating activities, overall
assets transfers and corporate restructuring. The Company and its subsidiaries
have to make critical accounting judgments when calculating income tax expense
at different regions. In the event that the finalised amounts recognised for
such tax events are different from those originally recorded, this could result
in material adjustments to carrying amounts of taxes payable and deferred
income tax.
5. MATERIAL BUSINESS COMBINATIONS AND DISPOSAL
(a) Common control business combinations
On 30 November 2009, the Company acquired 100% equity interests of Datang
Liaoning New Energy Co., Ltd. ("Liaoning New Energy") and its subsidiary and
Datang Zhangzhou Wind Power Co., Ltd. ("Zhangzhou Wind Power") from China
Datang for a cash consideration of Rmb264.75 million while Datang Energy and
Chemical Company Limited ("Energy and Chemical Company"), one of its
wholly-owned subsidiaries acquired 100% equity interest of Datang Hulunbei'er
Fertilizer Company Limited ("Hulunbei'er Fertilizer") from China Datang for a
cash consideration of Rmb51.22 million (collectively referred to as "common
control entities acquired in 2009"). Such acquisitions became effective on 30
November 2009. Thereafter, the Company and its subsidiaries controlled 100%
equity interests in these entities above and became their controlling
shareholders.
As the Company, Energy and Chemical Company and the acquirees above are under
the common control of China Datang before and after the acquisitions, these
transactions were accounted for as common control business combinations, using
merger accounting for all periods presented herein.
Equity interest
Name of acquiree Principal activities acquired
Liaoning New Energy
and its subsidiary Wind power generation 100%
Zhangzhou Wind Power Wind power generation 100%
Hulunbei’er Fertilizer Production and sales of chemical materials 100%
The consolidated balance sheet as at 31 December 2009:
Company and its
Subsidiaries Common
(before control
2009 common entities
control business acquired Consolidation
combinations) in 2009 adjustments(ii) Consolidated
Investments in common
control entities
acquired in 2009 (i) 442,519 - (442,519) -
Other assets, net 32,466,921 381,074 - 32,847,995
Net assets 32,909,440 381,074 (442,519) 32,847,995
Share capital 11,780,038 412,140 (412,140) 11,780,038
Capital reserve 1,548,680 - (27,164) 1,521,516
Statutory surplus
Reserve 3,079,440 - - 3,079,440
Discretionary surplus
Reserve 7,866,188 - - 7,866,188
Restricted reserve 153,864 - - 153,864
Currency translation
Differences 17,691 - - 17,691
Available-for-sale
investment
revaluation reserve 105,705 - - 105,705
Other reserves (44,355) - - (44,355)
Retained earnings 1,752,679 (31,066) (3,215) 1,718,398
Minority interests 6,649,510 - - 6,649,510
Total 32,909,440 381,074 (442,519) 32,847,995
Notes:
(i) Subsequent to the acquisition date, the Company further injected capital of
Rmb126.55 million into one of the acquirees, thereby the total investments as
at 31 December 2009 exceeded the original cash consideration mentioned above.
(ii) The adjustment above represents the elimination of investments made by the
Company and its subsidiaries in the common control entities acquired in 2009.
The consolidated balance sheet as at 31 December 2008:
Company and its
Subsidiaries Common
(before control
2009 common entities
control business acquired Consolidation
combinations) in 2009 adjustments(i) Consolidated
Net assets 30,644,467 261,506 - 30,905,973
Share capital 11,780,038 285,590 (285,590) 11,780,038
Capital reserve 1,592,988 - 285,590 1,878,578
Statutory surplus
Reserve 2,886,134 - - 2,886,134
Discretionary surplus
Reserve 6,800,692 - - 6,800,692
Restricted reserve 115,656 - - 115,656
Currency translation
Differences 17,036 - - 17,036
Available-for-sale
investment
revaluation reserve 126,435 - - 126,435
Other reserves (55,168) - - (55,168)
Retained earnings 2,726,194 (24,084) - 2,702,110
Minority interests 4,654,462 - - 4,654,462
Total 30,644,467 261,506 - 30,905,973
Note:
(i) The adjustment above represents the increase of the capital reserve of the
Company and its subsidiaries for acquisitions of the net assets of the common
control entities acquired in 2009.
(b) Non-common control business combination
Acquisition of Ningxia Datang International Daba Power Generation Company
Limited ("Daba Power Company")
On 1 July 2009, the Company entered into an agreement with Ningxia Power
Corporation ("Ningxia Power"), which holds 35% equity interest in Daba Power
Company. Pursuant to this agreement, shareholders and directors of Ningxia
Power will act in concert when exercising voting rights in meetings of
shareholders and board of directors with that of the Company. Therefore, the
Company obtained control over Daba Power Company and accounted Daba Power
Company as a subsidiary since 1 July 2009.
As at the acquisition date, the fair value of identifiable assets and
liabilities approximated to their carrying amounts and are as follows:
Cash and cash equivalents 29,494
Accounts and notes receivable 86,187
Prepayments and other receivables 28,199
Inventories 39,952
Property, plant and equipment 3,898,872
Available-for-sale investment 50,000
Intangible assets 1,823
Other non-current assets 43,275
Less: Loans (3,724,000)
Other liabilities (417,274)
Fair value of net identifiable assets acquired 36,528
The acquired business contributed consolidated revenue of Rmb544.55 million and
net loss of Rmb60.05 million to the Company and its subsidiaries for the period
from the acquisition date to 31 December 2009. Should the acquisition had
occurred on 1 January 2009, unaudited consolidated revenue would have been
Rmb48,035 million and unaudited profit would have been Rmb2,557 million.
(c) Disposal of business
Disposal of assets and liabilities held for sale - Shanxi Zhongqiang Trade Company
Limited ("Zhongqiang Company")
On 27 March 2009 (the "disposal date"), the Company disposed its 51% equity interest
in Zhongqiang Company to Fushan Jietong Industrial Co., Ltd. and Ji Hongping.
Details of disposal consideration and related cash flows
Disposal consideration 585,000
Cash and cash equivalents received from disposal in 2009 300,000
Less: cash and cash equivalents held by Zhongqiang Company (177,207)
Net cash flow from disposal 122,793
Details of net assets of Zhongqiang Company on disposal date are as follows:
Current assets 385,433
Non-current assets 663,001
Total assets* 1,048,434
Current liabilities (6,032)
Non-current liabilities (137,916)
Total liabilities (143,948)
Net assets 904,486
* Assets of disposal group classified as held for sale also included goodwill
arising from acquisition of Zhongqiang Company of Rmb83.712 million after
deducting inter-company balance of Rmb140 million.
Details of gain on disposal
Disposal consideration 585,000
Less: net assets owned by Zhongqiang Company on the disposal
date (904,486)
Minority interest of Zhongqiang Company 443,198
Goodwill (83,712)
Gain on disposal 40,000
Since Zhongqiang Company was still under construction, there was no revenue,
expenses and profit from 1 January 2009 to the disposal date.
6. PROPERTY, PLANT AND EQUIPMENT
For more details, please visit:
http://www.prnasia.com/sa/attachment/2010/05/20100504109744.pdf
7. INVESTMENTS IN SUBSIDIARIES
Company
2009 2008
Beginning of year 9,643,931 6,503,628
Acquisitions of subsidiaries 637,354 978,815
Establishments of subsidiaries 4,450,330 660,000
Transfer from an associate to
a subsidiary 113,000 -
Additional investments 2,000,410 2,145,266
Disposals (228,600) (98,778)
Transfer to assets of disposal
group classified as held for sale - (545,000)
End of year 16,616,425 9,643,931
As at 31 December 2009, the Company directly and indirectly holds equity
interests in the following subsidiaries, all of which are unlisted and most of
them are established and registered in the PRC.
For more details, please visit:
http://www.prnasia.com/sa/attachment/2010/05/20100504200475.pdf
8. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES
Company and its subsidiaries Company
2009 2008 2009 2008
Beginning of year 1,302,097 988,795 1,366,826 996,501
Additional investments 387,262 370,325 387,262 370,325
Shares of losses before
income tax benefit (63,060) (63,193) - -
Shares of income tax
Benefit 10,375 5,915 - -
Other equity movement –
others - 255 - -
End of year 1,636,674 1,302,097 1,754,088 1,366,826
As at 31 December 2009, the Company directly and indirectly held equity
interests in the following jointly controlled entities, which are all unlisted
limited liability companies established and operated in the PRC.
Registered
and fully Equity Principal
Company name paid capital interest held activities
Direct Indirect
Hebei Yuzhou Energy Multiple 825,023 50% - Investment holding
Development Company Limited
Kailuan (Group) Yuzhou Mining 812,254 34% 15% Coal mining and sales
Company Limited
Inner Mongolia Huineng Datang 50,000 40% - Coal mining and sales
Changtan Coal Mining (pre-construction)
Company Limited
Fujian Ningde Nuclear Power 1,900,000 44% - Nuclear power plant
Company Limited construction and
operations
(under construction)
The gross amounts of assets, liabilities and operating results of the jointly
controlled entities of the Company and its subsidiaries are as follows:
2009 2008
Assets
Non-current assets 13,174,463 6,623,426
Current assets 5,038,876 3,645,048
18,213,339 10,268,474
Liabilities
Non-current liabilities (1,767,199) (1,701,671)
Current liabilities (12,515,944) (5,583,396)
(14,283,143) (7,285,067)
Net assets 3,930,196 2,983,407
Income 1,899,509 1,649,694
Expenses (2,012,964) (1,755,070)
Loss for the year (113,455) (105,376)
Proportionate shares of capital
commitment in jointly controlled
entities 3,432,915 2,428,416
There are no material contingent liabilities relating to the Company and its
subsidiaries' interests in the jointly controlled entities and the jointly
controlled entities themselves.
9. INVESTMENTS IN ASSOCIATES
Company and its subsidiaries Company
2009 2008 2009 2008
Beginning of year 2,050,393 1,402,347 1,301,382 686,802
Acquisitions of associates 1,546,522 - 1,578,325 -
Establishments of associates 53,300 20,000 13,300 20,000
Additional investments 108,100 594,580 108,100 594,580
Disposals (12,640) - (87,272) -
Transfers of associates to
subsidiaries (61,937) (3,315) (113,000) -
Shares of profits before
income tax expense 636,147 579,358 - -
Shares of income tax expense (174,035) (151,562) - -
Other equity movement –
available-for-sale
investment revaluation reserve (29,494) (343,107) - -
Dividends (343,819) (47,908) - -
End of year 3,772,537 2,050,393 2,800,835 1,301,382
As at 31 December 2009, the Company and its subsidiaries held equity
interests in the following associates, all of which are unlisted and limited
liability companies established and operated in the PRC except Macro
Technologies Inc. (Vietnam) Limited, which is established and operated in
Vietnam.
Registered Equity
and fully paid interest Principal
Company name Legal status capital held activities
Directly held
North China Electric
Power Research Limited 100,000 30% Power related
Institute Company liability technology
Limited company services
Tongfang Investment Limited 550,000 36.36% Project
Company Limited liability investments
company and management
Tongmei Datang Tashan Limited 2,072,540 28% Coal mining
Coal Mine Company liability
Limited company
Tongmei Datang Tashan Limited
Power Generation liability 410,000 40% Power generation
Company Limited company
Tangshan Huaxia Datang Limited 20,000 30% Power fuel trading
Power Fuel Company liability
Limited company
China Datang Group Limited 1,000,000 20% Financial services
Finance Company liability
Limited company
("Datang Finance")
Yunnan Datang Limited 2,000 40% Hydropower
International Deqin liability construction and
Hydropower Development company operations
Company Limited (pre-construction)
Inner Mongolia Bazhu Limited 140,000 20% Railway and
Railway Company Limited liability highway
company construction and
operational
management
(pre-construction)
CNNC Liaoning Nuclear Limited Registered 20% Nuclear power
Power Co., Ltd. Liability capital: plant construction
company 100,000; and operations
paid-in capital:
81,000
Liaoning Diaobingshan
Coal Gangue Limited 437,500 40% Power generation
Power Generation Co., Ltd. liability
("Diaobingshan Power company
Company")
Inner Mongolia Xiduo Limited Registered 34% Railway
Railway liability capital: transportation
Company limited company 3,535,789; services
paid-in capital:
3,024,642
Shantou Fengsheng Power Limited Registered Power
Generation Company liability capital: 30,000; 41% generation
Limited company
Paid-in capital:
18,200
COSCO Datang Shipping Limited liability 100,000 45% Cargo shipping
Company Limited company
Indirectly held
Inner Mongolia Datang
Tongfang Limited liability 10,000 26% Development and
Silicon and Aluminum company production of
Technology Company Limited silicon and
aluminum alloy
Macro Technologies Inc. Limited liability USD150,000 35% Electricity
(Vietnam) Limited company related
technical
services
Jinzhou City Thermal Power Limited liability 155,000 25.8% Heat supply
Company Limited company
The gross amounts of assets, liabilities and operating results of the
associates of the Company and its subsidiaries are as follows:
2009 2008
Assets 28,840,441 34,236,806
Liabilities (17,364,221) (27,303,084)
Revenue 7,702,033 6,344,278
Profit for the year 1,794,967 1,643,077
There are no material contingent liabilities relating to the Company and its
subsidiaries' interests in associates and the associates themselves.
10. AVAILABLE-FOR-SALE INVESTMENTS
Company and its subsidiaries Company
2009 2008 2009 2008
Beginning of year 675,849 4,733,764 569,400 4,650,431
Acquisition 50,000 - - -
Additions 655,880 231,916 532,714 208,500
Revaluation gains / (losses)* 14,606 (2,899,860) - (2,899,860)
Disposals (Note 32) (56,506) (1,389,971) (56,506) (1,389,671)
End of year 1,339,829 675,849 1,045,608 569,400
* For the year ended 31 December 2009, revaluation gain of available-for-sale
investment mainly represents the increase in A share price of Bank of
Communications Co., Ltd., which is listed in the Shanghai Stock Exchange. As at
31 December 2009, fair value of this investment amounted to Rmb18.7 million.
For the year ended 31 December 2008, revaluation loss of available-for-sale
investment mainly represents the decrease in A share price of Daqin Railway,
which is listed in the Shanghai Stock Exchange. During the year ended 31
December 2008, the Company sold all the shares of Daqin Railway.
11. LAND USE RIGHTS
Land use rights represent prepayments made by the Company and its subsidiaries
for the leasehold land located in the PRC which are held on leases between 10
years to 70 years.
The movement is as follows:
Company and
its Company
subsidiaries
At 1 January 2008
Cost, as previously stated 898,721 406,223
Common control entities acquired in 2009
(Note 5 (a)) 153 -
Cost, as restated 898,874 406,223
Accumulated amortisation, as previously stated (92,016) (75,024)
Common control entities acquired in 2009 (Note 5
(a)) (15) -
Accumulated amortisation, as restated (92,031) (75,024)
Net book amount 806,843 331,199
Year ended 31 December 2008
Opening net book amount 806,843 331,199
Additions 481,925 219,782
Amortisation (18,859) (8,002)
Closing net book amount 1,269,909 542,979
At 31 December 2008
Cost, as previously stated 1,342,158 626,005
Common control entities acquired in 2009
(Note 5 (a)) 38,641 -
Cost, as restated 1,380,799 626,005
Accumulated amortisation, as previously stated (110,836) (83,026)
Common control entities acquired in 2009
(Note 5(a)) (54) -
Accumulated amortisation, as restated (110,890) (83,026)
Net book amount 1,269,909 542,979
Company and
its subsidiaries Company
Year ended 31 December 2009
Opening net 1,269,909 542,979
book amount
Transfers 230,605 -
from CIP
Additions 35,394 28,616
Write-off (243) -
Sales to - (19,080)
subsidiaries
Amortisation (12,156) (8,085)
Closing net book amount 1,523,509 544,430
At 31 December 2009
Cost 1,646,555 635,329
Accumulated amortisation (123,046) (90,899)
Net book amount 1,523,509 544,430
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Outside of Hong Kong, held on:
Leases within 10 years 107 122 - -
Leases between 10 to 50 years 1,326,627 1,072,393 544,430 542,979
Leases over 50 years 196,775 197,394 - -
1,523,509 1,269,909 544,430 542,979
12. DEFERRED HOUSING BENEFITS
Pursuant to the "Proposal on Further Reform of Housing Policy in Urban Areas"
of the State and the implementation schemes for staff quarters issued by the
relevant provincial and municipal governments, the Company implemented a scheme
for selling staff quarters in 1999. Under the scheme, the Company provides
housing benefits to its staff to buy staff quarters from the Company at
preferential prices. The offer price is determined based on their length of
services and positions pursuant to the prevailing local regulations. The
deferred housing benefits represent the difference between the net book amount
of the staff quarters sold and the proceeds collected from the employees, and
are amortised over the remaining average service life of the relevant
employees.
During 2005 to 2007, the Company and some of its subsidiaries carried out
another housing benefit scheme - "Monetary Housing Benefit Scheme" upon the
approval from Housing Reform Office of the local government. Under the Monetary
Housing Benefit Scheme, the Company and its subsidiaries provided monetary
housing subsidies to those employees whose houses did not meet the standard
they should have enjoyed based on their length of services and their positions
and rankings. There is no such subsidy payment in year 2009 (2008: nil). The
benefits were amortised over the remaining average service life of the relevant
employees.
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Cost
Beginning of year 662,532 662,532 454,630 454,630
End of year 662,532 662,532 454,630 454,630
Accumulated amortisation
Beginning of year (469,063) (401,587) (408,549) (362,456)
Charge for the year (30,085) (67,476) (8,608) (46,093)
End of year (499,148) (469,063) (417,157) (408,549)
Net book amount
End of year 163,384 193,469 37,473 46,081
Beginning of year 193,469 260,945 46,081 92,174
13. INTANGIBLE ASSETS
Company and its subsidiaries
Mining Resource Technology Computer
Goodwill rights use know-how software Total
rights
At 1 January
2008
Cost, as
previously
stated 138,824 - 28,646 - 39,272 206,742
Common
control
entities
acquired in
2009 (Note 5
(a)) - - - - 290 290
Cost, as
restated 138,824 - 28,646 - 39,562 207,032
Accumulated
amortization,
as
previously
stated - - (5,846) - (10,384) (16,230)
Common
control
entities
acquired
in 2009 - - - - (15) (15)
(Note 5(a))
Accumulated
amortization,
as restated - - (5,846) - (10,399) (16,245)
Net book
amount 138,824 - 22,800 - 29,163 190,787
Year ended 31
December 2008
Opening net
book amount 138,824 - 22,800 - 29,163 190,787
Acquisitions
of
subsidiaries 477,684 1,345,448 - - 9,425 1,832,557
Additions - 90,000 - 554,156 6,412 650,568
Amortisation - - (3,665) - (9,936) (13,601)
Transfer to
disposal
group
classified
as held for
sale (83,712) (545,129) - - - (628,841)
Closing net
book amount 532,796 890,319 19,135 554,156 35,064 2,031,470
At 31 December 2008
Cost 532,796 890,319 28,646 554,156 55,399 2,061,316
Accumulated
amortisation - - (9,511) - (20,335) (29,846)
Net book
amount 532,796 890,319 19,135 554,156 35,064 2,031,470
Company and its subsidiaries
Mining Resource Technology Computer
Goodwill rights use know-how software Total
rights
At 1 January
2009
Cost, as
previously
stated 532,796 890,319 28,646 554,156 55,058 2,060,975
Common
control
entities
acquired
in 2009 - - - - 341 341
(Note 5(a))
Cost, as
restated 532,796 890,319 28,646 554,156 55,399 2,061,316
Accumulated
amortization,
as previously
stated - - (9,511) - (20,306) (29,817)
Common
control
entities
acquired in
2009 - - - - (29) (29)
(Note 5 (a))
Accumulated
amortization,
as restated - - (9,511) - (20,335) (29,846)
Net book
amount 532,796 890,319 19,135 554,156 35,064 2,031,470
Year ended 31 December 2009
Opening net
book amount 532,796 890,319 19,135 554,156 35,064 2,031,470
Transfer in /
(out) - 142,070 - (65,566) - 76,504
Acquisitions
of
subsidiaries 949 - - - 1,823 2,772
Additions - 17 - - 24,037 24,054
Amortisation - - (3,665) - (8,299) (11,964)
Closing
net book
amount 533,745 1,032,406 15,470 488,590 52,625 2,122,836
At 31 December 2009
Cost 533,745 1,032,406 28,646 488,590 81,259 2,164,646
Accumulated
amortisation - - (13,176) - (28,634) (41,810)
Net book
amount 533,745 1,032,406 15,470 488,590 52,625 2,122,836
Company
Technology Computer
Goodwill know-how software Total
At 1 January 2008
Cost 33,561 - 7,002 40,563
Accumulated amortization - - (1,670) (1,670)
Net book amount 33,561 - 5,332 38,893
Year ended 31 December 2008
Opening net book amount 33,561 - 5,332 38,893
Additions - 554,156 450 554,606
Amortisation - - (5,555) (5,555)
Closing net book amount 33,561 554,156 227 587,944
At 31 December 2008
Cost 33,561 554,156 7,452 595,169
Accumulated amortisation - - (7,225) (7,225)
Net book amount 33,561 554,156 227 587,944
Year ended 31 December 2009
Opening net book amount 33,561 554,156 227 587,944
Additions - - 644 644
Sales to subsidiaries - (554,156) (10) (554,166)
Amortisation - - (64) (64)
Closing net book amount 33,561 - 797 34,358
At 31 December 2009
Cost 33,561 - 895 34,456
Accumulated amortisation - - (98) (98)
Net book amount 33,561 - 797 34,358
Substantially all the amortisation expense is charged to operating costs for
both years ended 31 December 2008 and 2009.
Impairment tests for goodwill
Goodwill is allocated to the cash-generating units of the Company and its
subsidiaries identified according to operating segments. A segment level
summary of goodwill allocation is presented below:
Company and its subsidiaries
31 December
2009 2008
Power Power
generation Coal generation Coal
segment segment segment segment
Zhiganglaka Company 273,795 - 273,795 -
Zhunge'er Mining Company - 120,177 - 120,177
Xinyu Power Company 104,361 - 104,361 -
Zhangjiakou Power Plant
No. 2 generator 33,561 - 33,561 -
Tongzhou Technology 949 - - -
Hohhot Thermal Company 902 - 902 -
413,568 120,177 412,619 120,177
Company
31 December
2009 2008
Power Power
generation generation
segment segment
Zhangjiakou Power Plant
No. 2 generator 33,561 33,561
The recoverable amounts of cash-generating units are determined based on
value-in-use calculations. These calculations use pre-tax cash flow projections
based on financial budgets approved by management covering no more than
five-year period ("Periods covered"). Management of these cash-generating units
expect cash flows beyond the respective projection periods below will be
similar to that of last year of respective projection based on existing
production capacity.
Periods covered and pre-tax discount rates applied in respective value-in-use
calculations are as follows:
Periods covered Discount
rates applied
Zhiganglaka Company 5 years 7.92%
Zhunge'er Mining Company 3 years 17.31%
Xinyu Power Company 2 years 6.94%
Others 1 - 5 years 7.31%-9.79%
Key assumptions used for value-in-use calculations of power generation units
include the expected tariff rates, demands of electricity in specific regions
where these power plants are located and fuel cost. Key assumptions used for
value-in-use calculations of coal mining entity include the expected coal price
and annual production capacity. Management determined these key assumptions
based on past performance and its expectations on market development. The
discount rates used are pre-tax and reflect specific risks relating to
individual cash-generating units. Management believe that any reasonably
possible change in any of these key assumptions on which recoverable amounts of
individual cash-generating units are based may cause carrying amounts of
individual cash-generating units to exceed their recoverable amounts.
Based on the assessments, the Directors believe that there is no impairment on
the goodwill at 31 December 2008 and 2009.
14. LONG-TERM ENTRUSTED LOANS TO RELATED PARTIES
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Entrusted loans to subsidiaries (a) - - 3,764,728 5,162,551
Entrusted loans to associates (b) 130,194 50,104 130,194 50,104
130,194 50,104 3,894,922 5,212,655
Notes:
(a) As at 31 December 2009, the long-term entrusted loans to subsidiaries
carried annual interest rates at 2.86% to 7.66% (2008: 5.56% to 7.66%). There
are neither pledges nor guarantees received on these loans.
(b) As at 31 December 2009, the long-term entrusted loans to associates
carried annual interest rates at 4.86% to 5.56% (2008: 5.56%). There are
neither pledges nor guarantees received on these loans.
As at 31 December 2008 and 2009, no impairment was provided as all the
borrowers do not have default history and no other indicator of impairment was
noted. All long-term entrusted loans will be due within 3 years from 31
December 2009 (2008: 3 years).
15. INVENTORIES
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Fuel - production 744,681 1,557,726 59,958 234,711
Spare parts and consumable supplies 553,519 585,055 134,360 141,714
Other raw materials 53,506 - - -
Finished goods - fuel 491,644 - - -
Finished goods - chemical products 11,827 - - -
1,855,177 2,142,781 194,318 376,425
16. SHORT-TERM ENTRUSTED LOANS TO RELEATED PARTIES
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Entrusted loans to subsidiaries (a) - - - 260,529
Entrusted loans to ultimate
parent company (b) 17,000 31,330 - -
17,000 31,330 - 260,529
Notes:
(a) As at 31 December 2008, the short-term entrusted loans to subsidiaries
were due within one year and carried annual interest rates at 6.56% to 7.47%.
As at 31 December 2009, all such loans were repaid.
(b) As at 31 December 2009, the short-term entrusted loans to ultimate parent
company were due within one year and carried annual interest rate at 1.44%
(2008: 1.44%).
As at 31 December 2008 and 2009, there were neither pledges nor guarantees on
loans above. No impairment was provided as all the borrowers do not have
default history and no other indicator of impairment was noted.
17. PREPAYMENTS AND OTHER RECEIVABLES
Prepayments and other receivables comprised the following:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Prepayments for fuel 1,937,168 839,140 684,327 86,765
and materials
Prepayments for 62,605 301,535 - 135,580
construction
VAT recoverables 1,883,613 - 66,657 -
Prepayment for an 1,289,000 - 1,289,000 -
investment (a)
Other taxes 16,201 - - -
recoverable
Prepayments to 71,073 - 71,073 -
related parties
Others 57,231 88,860 6,688 1,767
Total prepayments 5,316,891 1,229,535 2,117,745 224,112
Advanced payments for 438,945 440,702 26,708 169,626
construction
Receivables from
disposals of
property,
plant and equipment 108,208 584,942 - -
Staff advances 25,959 14,262 2,688 786
Staff housing
maintenance fund
deposits 25,576 21,205 24,071 21,205
Receivables from
sales of materials 50,414 84,540 11,855 14,365
Receivables from
related parties 429,395 53,794 5,807,471 2,229,863
Others 183,716 61,735 50,577 13,506
Total other
receivables 1,262,213 1,261,180 5,923,370 2,449,351
Less: provision for
doubtful debts (4,203) (4,203) (1,833) (1,833)
Total other
receivables, net 1,258,010 1,256,977 5,921,537 2,447,518
Total prepayments and
other receivables 6,574,901 2,486,512 8,039,282 2,671,630
Note:
(a) As at 31 December 2009, this represented prepayment for investment in
Yuneng (Group) Co., Ltd. ("Yuneng Group"). Related acquisition became effective
in January 2010 (Note 43(a)).
Other receivables do not contain significant impaired assets. Movements on the
provision for doubtful debts are as follows:
Company and its
subsidiaries Company
At 1 January 2008 and 2009 4,203 1,833
At 31 December 2008 and 2009 4,203 1,833
As at 31 December 2008 and 2009, substantially all other receivables were not
past due except for other receivables stated below which were deemed to be
impaired. The individually impaired receivables have been long outstanding
without any repayment agreements in place or possibility of renegotiation. It
was assessed that a portion of these receivables is expected to be recovered.
The ageing of such other receivables was as follows:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Between one to two years - 24,195 - -
Between two to three years 1,920 - - -
Over three years 1,835 1,835 1,833 1,833
3,755 26,030 1,833 1,833
18. ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable of the Company and its subsidiaries primarily
represent receivables from regional or provincial grid companies for tariff
revenue and coal sales customers. These receivables are unsecured and
non-interest bearing.
Accounts and notes receivable comprised the following:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Accounts receivable from third
parties 6,459,139 3,742,832 1,184,183 952,052
Notes receivable from third parties 140,273 384,523 - 300,800
Accounts and notes receivable from
related parties 35,505 185,342 - 148,112
Total accounts and notes
receivable 6,634,917 4,312,697 1,184,183 1,400,964
Less: provision for doubtful debts - - - -
Total accounts and notes
receivable 6,634,917 4,312,697 1,184,183 1,400,964
As at 31 December 2009, certain accounts and notes receivable of the Company
and its subsidiaries were pledged for certain loans amounted to Rmb272.60
million (2008: Rmb224.96 million), including which, the Company applied notes
receivable in securing certain loans amounting to Rmb300 million in 2008. In
addition, the Company and certain subsidiaries also applied tariff collection
rights in securing loans. Please refer to Notes 22 and 27 for details.
The Company and its subsidiaries usually grant credit period of approximately 1
month to local power grid customers and coal purchase customers from the month
end after sales and sale transactions made, respectively.
Ageing analysis of accounts and notes receivable was as follows:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Within one year 6,447,885 4,309,686 1,098,958 1,397,953
Between one to two years 186,396 3,011 85,225 3,011
Between two to three years 636 - - -
6,634,917 4,312,697 1,184,183 1,400,964
As at 31 December 2009, there was no indication of impairment relating to
accounts receivable which were past due and no provision was made. Accounts and
notes receivable stated below were past due but not impaired. The major portion
of past due accounts and notes receivable were the accounts receivable due from
certain local thermal power companies, and management believes that such
receivables can be recovered because such local thermal companies had no recent
history of default. Ageing analysis of these accounts receivable was as
follows:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Between one to two years 186,396 3,011 85,225 3,011
Between two to three years 636 - - -
187,032 3,011 85,225 3,011
As at 31 December 2009, accounts and notes receivables from the top 5 debtors
amounted to approximately Rmb4.058 billion (2008: Rmb3.172 billion),
representing 61.17% (2008: 73.54%) of the total accounts and notes receivables.
19. BANK BALANCES AND CASH
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Bank deposits 1,358,163 4,088,696 286,343 2,053,403
Deposits with Datang Finance 147,097 987,489 4,962 3
Cash on hand 1,175 1,847 284 479
Cash and cash equivalents 1,506,435 5,078,032 291,589 2,053,885
Restricted cash - 460,477 - -
Fixed deposits over three months - 30,000 - -
1,506,435 5,568,509 291,589 2,053,885
Bank balances and cash of the Company and its subsidiaries and the Company were
denominated in the following currencies:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Rmb 1,343,019 5,447,755 139,861 1,936,411
USD (Rmb equivalent) 163,124 120,754 151,728 117,474
HKD (Rmb equivalent) 152 - - -
Euro (Rmb equivalent) 140 - - -
1,506,435 5,568,509 291,589 2,053,885
20. SHARE CAPITAL
The movement of issued and fully paid up share capital of the Company during
the year is as follows:
Company and Company and its subsidiaries
2009 2008
Number of Share Number of Share
shares capital shares capital
‘000 ‘000
Beginning of year 11,780,038 11,780,038 11,734,083 11,734,083
Conversion of convertible
bonds - - 45,955 45,955
End of year 11,780,038 11,780,038 11,780,038 11,780,038
As at 31 December 2008 and 2009, all issued shares are registered and fully
paid, divided into 11,780,037,578 (2008: 11,780,037,578) shares of par value at
RMB1.00 par value each, comprised 8,464,360,000 A shares and 3,315,677,578 H
shares. Both A shares and H shares rank pari passu to each other.
As at 31 December 2008, 4,051,599,760 A shares were subject to lock-up periods
and were not freely tradable. As at 31 December 2009, such A shares become
freely tradable following the expiries of respective lock-up periods.
21. RESERVES
For the tables, please visit:
http://www.prnasia.com/sa/attachment/2010/05/20100504106680.pdf
(a) Capital reserve
Capital reserve mainly comprised: (i) the difference between the nominal amount
of the domestic shares issued and the fair value of the net assets injected
into the Company during its formation and also proceeds from the issue of H
shares and A shares in excess of their par value, net of issuance expenses in
1997 and 2006; and (ii) the premium from convertible bonds converted to shares.
This reserve is non-distributable.
(b) Statutory surplus reserve
In accordance with the relevant laws and regulations of the PRC and the
articles of association of the Company, the Company is required to appropriate
10% of its net profit under PRC GAAP, after offsetting any prior years' losses,
to the statutory surplus reserve. When the balance of such a reserve reaches
50% of the Company's share capital, any further appropriation is optional.
The statutory surplus reserve can be used to offset prior years' losses, if
any, and may be converted into share capital by issuing new shares to
shareholders in proportion to their existing shareholding or by increasing the
par value of the shares currently held by them, provided that the remaining
balance of the reserve after such an issue is not less than 25% of share
capital. The statutory surplus reserve is non-distributable.
(c) Discretionary surplus reserve
Pursuant to the articles of association of the Company, the appropriation of
profit to the discretionary surplus reserve and its utilisation are made in
accordance with the recommendation of the Board of Directors and is subject to
shareholders' approval at their general meeting.
The discretionary surplus reserve can be used to offset prior years' losses, if
any, and may be converted into share capital by issuing new shares to
shareholders in proportion to their existing shareholding or by increasing the
par value of the shares currently held by them. The discretionary surplus
reserve is distributable.
On 30 March 2009, the Board of Directors proposed an appropriation of profit of
approximately Rmb1,065.496 million to the discretionary surplus reserve for the
year ended 31 December 2008. This proposed profit appropriation was approved by
the shareholders in their general meeting dated 3 June 2009. There is no
proposal on allocation to this reserve in the current year.
(d) Restricted reserve
Pursuant to relevant regulations and guidance issued by MOF, certain deferred
housing benefits are charged to equity directly when incurred under PRC GAAP.
In order to reflect such undistributable retained earnings in these financial
statements prepared under IFRS, a restricted reserve is set up to reduce the
balance of retained earnings with an amount equals to the residual balance of
deferred housing benefits, net of tax. For the year ended 31 December 2009,
approximately Rmb8.608 million (2008: Rmb41.107 million) had been transferred
from restricted reserve to retained earnings.
Pursuant to relevant PRC regulations, coal mining companies are required to set
aside an amount to a fund for future development and work safety which they
transferred certain amounts from retained earnings to restricted reserve. The
fund can then be used for future development and work safety of the coal mining
operations, and is not available for distribution to shareholders. When
qualifying development expenditure and improvements of safety incurred, an
equivalent amount is transferred from restricted reserve to retained earnings.
For the year ended 31 December 2009, approximately Rmb47.313 million (2008:
Rmb32.138 million) had been set aside to the fund from retained earnings to
restricted reserve, while approximately Rmb0.497 million (2008: nil) was
expensed off for developments and safety improvements from restricted reserve
to retained earnings.
(e) Basis for profit appropriation
In accordance with the articles of association of the Company, distributable
profit of the Company is derived based on the lower of profit determined in
accordance with PRC GAAP and IFRS.
The retained earnings attributable to shareholders of the Company is dealt with
in these financial statements of the Company to the extent of Rmb1,725.111
million as at 31 December 2009.
22. LONG-TERM LOANS
Long-term loans are as follows:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Long-term bank loans (a) 99,870,956 73,245,093 7,364,000 13,910,000
Other long-term loans (b) 6,478,027 2,173,232 4,000,000 500,000
Long-term entrusted loan (c) - 110,000 - -
106,348,983 75,528,325 11,364,000 14,410,000
Less: amounts due within
one year included under
current liabilities (6,842,438) (6,501,903) (954,400) (712,500)
99,506,545 69,026,422 10,409,600 13,697,500
Estimated fair value of
long-term loans 106,353,555 75,549,206 11,364,000 14,410,000
The estimated fair value of long-term loans (including current portion) is
calculated based on discounted cash flow using applicable discount rates from
prevailing market interest rates offered to the Company and its subsidiaries
for loans with substantially the same characteristics and maturity dates. The
annual discount rates applied as at 31 December 2009 were ranging from 1.13% to
7.83% (2008: 3.29% to 7.83%). The estimated fair values of loans due within 1
year approximate their carrying amounts.
(a) Long-term bank loans
Long-term bank loans of the Company and its subsidiaries
31 December 2009
Less: amounts
Foreign Rmb due within Non-current Annual
currency equivalent one year portion interest
‘000 rate
Unsecured loans
- Rmb denominated 48,684,806 (2,145,364) 46,539,442 4.05%-7.56%
Guaranteed loans (i)
- Rmb denominated 7,736,280 (1,718,140) 6,018,140 3.60%-7.56%
- USD denominated 25,577 174,648 (174,648) -
Fixed interest rate 20,993 143,347 (143,347) - 4.14%
Floating interest rate 4,584 31,301 (31,301) - Libor+1.2%
Secured loans (ii)
- Rmb denominated 43,275,222 (2,693,466) 40,581,756 4.78%-7.83%
99,870,956 (6,731,618) 93,139,338
Long-term bank loans of the Company and its subsidiaries (Continued)
31 December 2008
Less: amounts
Foreign Rmb due within Non-current Annual
currency equivalent one year portion interest
‘000 rate
Unsecured loans
- Rmb denominated 29,897,070 (3,069,770) 26,827,300 4.86%-7.74%
Guaranteed Loans (i)
- Rmb denominated 8,413,850 (1,428,170) 6,985,680 3.60%-7.83%
- USD denominated 73,564 502,783 (327,971) 174,812
Fixed interest rate 62,980 430,445 (286,963) 143,482 4.14%
Floating interest rate 10,584 72,338 (41,008) 31,330 Libor+1.2%
Secured loans (ii)
- Rmb denominated 34,431,390 (1,257,585) 33,173,805 5.10%-7.83%
73,245,093 (6,083,496) 67,161,597
Notes:
(i) As at 31 December 2009, long-term loans of approximately Rmb6,339 million,
Rmb902 million and Rmb670 million (2008: Rmb6,767 million, Rmb936 million and
Rmb1,214 million) were guaranteed by the Company, China Datang and minority
interests of certain subsidiaries, respectively. In addition, as at 31 December
2009, certain long-term bank loans of Rmb1,692 million (2008: Rmb477 million)
guaranteed by the Company were counter-guaranteed by minority interests of a
subsidiary.
(ii) Certain long-term bank loans of Rmb1,730 million (2008: Rmb810 million)
were secured by the following assets:
31 December
2009 2008
Bank balances and cash - 8,277
Accounts and notes receivable 272,599 244,960
Prepayments and other receivables - 14,168
Inventories - 436
Property, plant and equipment 405,208 1,706,359
677,807 1,974,200
As at 31 December 2009, long-term loans of Rmb41,545 million (2008: Rmb33,591
million) were secured by tariff collection rights of the Company and certain
subsidiaries.
In addition, as at 31 December 2008, a long-term loan of Rmb30 million was
secured by equity interest of a subsidiary. This loan was repaid during 2009.
Long-term bank loans of the Company
As at 31 December 2009, long-term bank loans of Rmb6,864 million (2008:
Rmb13,910 million) of the Company were denominated in Rmb, unsecured and bore
variable interest rates ranging from 4.86% to 6.93% (2008: 4.86% to 7.12%) per
annum.
As at 31 December 2009, long-term bank loans of Rmb500 million (2008: nil) of
the Company were denominated in Rmb and secured by tariff collection right of
certain branches and bore annual variable interest rate at 5.05% (2008: N/A).
(b) Other long-term loans
Other long-term loans of the Company and its subsidiaries
31 December 2009
Less: amounts
Foreign Rmb due within Non-current Annual
currency equivalent one year portion interest
‘000 rate
Unsecured loans (i)
- Rmb denominated 4,200,000 - 4,200,000 4.86%-7.35%
Guaranteed loans
- Rmb denominated (ii) 1,220,000 - 1,220,000 4.86%
- USD denominated (iii) 154,950 1,058,027 (110,820) 947,207 1.13%-3.29%
6,478,027 (110,820) 6,367,207
31 December 2008
Less: amounts
Foreign Rmb due within Non-current Annual
currency equivalent one year portion interest
‘000 rate
Unsecured loans (i)
- Rmb denominated 810,000 - 810,000 4.86%-7.35%
Guaranteed loans
- Rmb denominated (ii) 203,500 (203,500) - 6.80%
- USD denominated (iii) 169,685 1,159,732 (104,907) 1,054,825 3.29%
2,173,232 (308,407) 1,864,825
Notes:
(i) As at 31 December 2009, unsecured loans of Rmb1,200 million (2008: Rmb810
million) were borrowed from Datang Finance, a non-bank financial institution
and an associate of the Company while unsecured loans of Rmb3,000 million were
borrowed from China Credit Trust Company Limited ("China Credit Trust"), a
non-bank financial institution.
(ii) As at 31 December 2009, loans of Rmb220 million (2008: Rmb204 million)
were borrowed by the Company and its subsidiaries from Datang Finance while
Rmb1,000 million (2008: nil) were from Pingan Trust Company Limited, a non-bank
financial institution, all of them were guaranteed by the Company.
In addition, as at 31 December 2009, certain long-term loans of Rmb549 million
(2008: Rmb92 million) guaranteed by the Company were counter-guaranteed by
minority interests of a subsidiary.
(iii) It represented a loan borrowed by MOF from International Bank for
Reconstruction and Development ("World Bank") and on-lent to a subsidiary of
the Company for the construction of electricity utility plant, with the
maturities from 1998 to 2017. The effective annual interest rate was LIBOR Base
Rate plus LIBOR Total Spread as defined in the loan agreement between MOF and
World Bank. China Datang provided guarantees on 60% of the loan balance.
Other long-term loans of the Company
As at 31 December 2009, unsecured long-term loans of Rmb1,000 million (2008:
Rmb500 million) were borrowed from Datang Finance and bore interest rate of
4.86% (2008: 4.86%) per annum while unsecured long-term loans of Rmb3,000
million (2008: nil) were borrowed from China Credit Trust and bore interest
rate of 5.35% (2008: N/A) per annum.
As at 31 December 2008 and 2009, all other long-term loans of the Company were
denominated in Rmb.
(c) Long-term entrusted loan
As at 31 December 2008, long-term entrusted loan represented an unsecured
Rmb-denominated loan borrowed by Hohhot Thermal Company from Tuoketuo Guoneng
Investment Company Limited through Bank of Communication Beijing Branch,
bearing annual interest rate of 7.47%. As at 31 December 2009, this loan was
fully repaid.
(d) Loan repayment schedules
Company and its subsidiaries
Long-term Other Long-term
bank loans long-term entrusted loan
loans
31 December 31 December 31 December
2009 2008 2009 2008 2009 2008
Within
one year 6,731,618 6,083,496 110,820 308,407 - 110,000
Between one
and two years 18,398,383 13,585,237 1,300,820 104,823 - -
Between two
and five years 34,827,641 23,437,415 4,552,460 1,014,468 - -
Over five years 39,913,314 30,138,945 513,927 745,534 - -
99,870,956 73,245,093 6,478,027 2,173,232 - 110,000
Company
Long-term bank loans Other long-term loans
31 December 31 December
2009 2008 2009 2008
Within one year 954,400 712,500 - -
Between one and two years 2,354,400 4,882,500 - -
Between two and five years 2,283,200 4,857,500 4,000,000 500,000
Over five years 1,772,000 3,457,500 - -
7,364,000 13,910,000 4,000,000 500,000
Analysis of the above is as follows:
Company and Company
its
subsidiaries
31 December 31 December
2009 2008 2009 2008
Long-term bank loans
-Wholly repayables 22,482,383 17,343,463 4,100,000 5,300,000
within five years
-Not wholly repayables
within five years 77,388,573 55,901,630 3,264,000 8,610,000
99,870,956 73,245,093 7,364,000 13,910,000
Other long-term loans
-Wholly repayables 5,410,000 1,003,500 4,000,000 500,000
within five years
-Not wholly repayables
within five years 1,068,027 1,169,732 - -
6,478,027 2,173,232 4,000,000 500,000
Long-term entrusted
loans
-Wholly repayable within - 110,000 - -
five years
23. LONG-TERM BONDS
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Medium-term notes (a) 2,961,836 - 2,961,836 -
Corporate bonds (b) 2,976,708 - 2,976,708 -
5,938,544 - 5,938,544 -
Estimated fair value of
long-term bonds 6,138,705 - 6,138,705 -
Notes:
(a) Medium-term notes represented unsecured notes issued by the Company in
inter-bank market on 3 March 2009 with par value of Rmb100 each totalling Rmb3
billion. Such medium-term notes are of 5-year term with fixed annual coupon and
effective interest rates of 4.10% and 4.44%, respectively. As at 31 December
2009, accrued interest for these notes amounted to approximately Rmb109
million.
(b) Unsecured corporate bonds were issued by the Company on 19 August 2009
with par value of Rmb100 each totalling Rmb3 billion. Such bonds are of 10-year
term with fixed annual coupon and effective interest rates of 5.00% and 5.10%,
respectively. As at 31 December 2009, accrued interest for these bonds amounted
to approximately Rmb57 million.
As at 31 December 2009, the fair value of corporate bonds above are derived
from quoted price available in the market while the fair value of medium-term
notes above are derived from discounted future cash flows using annual bond
interest rate with similar terms of 3.76%.
24. DEFERRED INCOME
The Company and its subsidiaries received government grants from local
environmental protection authorities for undertaking approved environmental
protection projects. Amortisation of deferred income for the year amounted to
Rmb40.131 million (2008: Rmb14.923 million).
25. OTHER LONG-TERM LIABILITIES
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Finance lease payables* 4,115,364 4,454,153 - -
Others 110,375 75,630 36,000 -
4,225,739 4,529,783 36,000 -
Less: amounts due within
one year included under
current liabilities (524,574) (359,686) (9,000) -
3,701,165 4,170,097 27,000 -
* Finance lease payables
Finance lease payables represented the minimum lease payments net of
unrecognised finance costs. Including in all the finance lease arrangements,
finance lease liabilities of certain subsidiaries were guaranteed by the
Company amounted to Rmb1,275.901 million (2008: Rmb1,388.509 million) while
certain subsidiaries were also required to pay restricted deposits of
Rmb155.117 million (2008: Rmb165.943 million) which such deposits will be
refunded after settlements of last instalments of respective finance lease
arrangements.
The present value of finance lease liabilities is as follows:
Company and its subsidiaries
31 December
2009 2008
Within one year 491,187 359,686
Between two and five years 1,819,131 1,999,574
Over five years 1,805,046 2,094,893
4,115,364 4,454,153
Please refer to Note 3(a) for details of maturity disclosures on gross finance
lease liabilities - minimum lease payments.
26. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities comprised:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Fuel and materials payable
to third parties 5,251,884 3,328,418 1,143,457 840,794
Notes payable to third 697,703 1,470,648 - -
parties
Fuel and materials payable
to related parties 65,932 22,657 10,773 22,657
Total accounts and notes 6,015,519 4,821,723 1,154,230 863,451
payable
Construction payables to 6,320,814 7,196,682 79,303 1,738,082
third parties
Acquisition considerations 143,796 126,768 - 45,000
payable
Amounts received in advance 146,277 104,355 - 240,000
Salaries and welfares 32,825 27,772 6,010 7,840
payable
Interests payable 356,389 421,878 178,045 233,653
Other payables to related 115,277 46,484 142,618 14,644
parties
Others 909,123 483,898 93,052 367,265
14,040,020 13,229,560 1,653,258 3,509,935
The ageing analysis of the accounts and notes payable is as follows:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Within one year 5,716,659 4,536,405 1,143,509 834,169
Between one and two years 127,756 76,974 3,751 25,517
Between two and three years 43,857 202,068 5,272 1,460
Over three years 127,247 6,276 1,698 2,305
6,015,519 4,821,723 1,154,230 863,451
27. SHORT-TERM LOANS
Short-term loans are as follows:
Company and its subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Short-term bank loans (a) 16,648,453 25,982,130 500,000 12,802,587
Other short-term loans (b) 2,880,570 3,621,978 50,000 500,000
Short-term entrusted loan (c) 40,000 - - -
19,569,023 29,604,108 550,000 13,302,587
(a) Short-term bank loans
Short-term bank loans of the Company and its subsidiaries
31 December 2009
Foreign Rmb Annual
currency equivalent interest rate
‘000
Unsecured loans
- Rmb denominated 13,847,472 3.00%-7.47%
- HKD denominated 61,144 53,836 Libor+1.7%
Guaranteed loans
- Rmb denominated (i) 1,863,700 4.78%-7.47%
- HKD denominated (ii) 700,000 616,336 Libor+1.4%
Secured loans
- Rmb denominated (iii) 220,000 2.10%-6.57%
Discounted notes receivable
- Rmb denominated (iv) 47,109 2.40%-2.70%
16,648,453
31 December 2008
Foreign Rmb Annual
currency equivalent interest rate
‘000
Unsecured loans
- Rmb denominated 19,438,876 4.78%-7.47%
- USD denominated 9,600 65,612 4.00% / USD 3
months Libor
+350 BP
Guaranteed loans
- Rmb denominated (i) 5,277,000 5.99%-7.74%
- HKD denominated (ii) 700,000 617,323 4.35%
Secured loans
- Rmb denominated (iii) 268,800 5.04%-6.03%
Discounted notes receivable
- Rmb denominated (iv) 314,519 0%-0.37%
25,982,130
Notes:
(i) As at 31 December 2009, the Company provided guarantees for short-term
bank loans, including which Rmb801 million (2008: Rmb927 million) of which were
counter-guaranteed by the minority interests of certain subsidiaries at their
respective equity interests.
(ii) As at 31 December 2008 and 2009, the HKD denominated short-term bank
loans were guaranteed by the headquarters of Bank of China and
counter-guaranteed by the Company.
(iii) As at 31 December 2009, certain short-term bank loans of Rmb150.00
million (2008: Rmb252.50 million) were secured by accounts receivable of
certain subsidiaries.
As at 31 December 2009, certain short-term bank loans of Rmb70.00 million
(2008: Rmb16.30 million) were secured by tariff collection rights of certain
subsidiaries.
(iv) The amount represented the discounted notes receivable with recourse.
Interest on certain discounted notes is 0% as such interest is borne by the
drawers.
Short-term bank loans of the Company
As at 31 December 2009, short-term bank loans approximately Rmb500 million
(2008: Rmb12,503 million) were unsecured and bore variable interest rates
ranging from 4.37% to 7.13% (2008: 4.86% to 7.47%) per annum.
In addition, other short-term bank loans represented the discounted notes
receivable with recourse. Related interest on discounted notes receivable is 0%
as such interest is borne by the drawers.
As at 31 December 2008 and 2009, all short-term loans of the Company were
denominated in Rmb.
(b) Other short-term loans - Rmb denominated
Other short-term loans of the Company and its subsidiaries
31 December
2009 2008
Unsecured loans
- Datang Finance (i) 2,310,570 2,524,000
- China Credit Trust (ii) 570,000 -
- Jilin Province Trust and Investment
Co., Ltd.
("Jilin Trust") (iii) - 500,000
Guaranteed loans
- CITIC Trust and Investment Co.
Ltd. ("CITIC") (iv) - 497,978
- Zhongrong International Trust Company
("Zhongrong Trust") (v) - 100,000
2,880,570 3,621,978
Notes:
(i) These represented borrowings from Datang Finance bearing annual interest
rates at 4.37% to 6.72% (2008: 4.78% to 6.72%).
(ii) These represented borrowings from China Credit Trust bearing annual
interest rates at 3.88% to 4.25% (2008: N/A).
(iii) This represented a borrowing from Jilin Trust bearing annual interest
rate of 7.47%. As at 31 December 2009, this loan was fully repaid.
(iv) This represented a borrowing acquired by Lixianjiang Hydropower Company
from CITIC, which is guaranteed by China Construction Bank bearing annual
interest rate of 7.67%. As at 31 December 2009, this loan was fully repaid.
(v) This represented a borrowing from Zhongrong Trust, for which the
Industrial and Commercial Bank of China Shanxi Branch committed to provide a
loan facility to Yuncheng Power Company for the repayments of the borrowings
upon maturity. This borrowing carried annual interest rate of 7.47%. As at 31
December 2009, this loan was fully repaid.
Other short-term loans of the Company
As at 31 December 2009, all the other short-term loans were borrowed from
Datang Finance and they were unsecured and bore annual interest rates at 4.37%
to 5.43% (2008: 5.43%).
(c) Short-term entrusted loan
As at 31 December 2009, short-term entrusted loan represented an unsecured
Rmb-denominated loan borrowed by Hulunbei'er Fertilizer from China Datang
through Datang Finance, bearing annual interest rate of 4.35%.
28. SHORT-TERM BONDS
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Short-term bonds - 3,500,000 - 3,500,000
As at 31 December 2008, short-term bonds represented unsecured bonds issued by
the Company on 6 October 2008 at par value of Rmb100 each with annual coupon
and effective interest rate of 4.68% and matured within one year. Such bonds
were fully repaid during 2009.
29. EMPLOYEE BENEFITS
Retirement benefits
The Company and its subsidiaries are required to make specific contributions to
the state-sponsored retirement plan at a rate of 20% (2008: 20%) of the
specified salaries of the PRC employees. The PRC government is responsible for
the pension liability to the retired employees. The PRC employees of the
Company and its subsidiaries are entitled to a monthly pension upon their
retirements.
In addition, the Company and its subsidiaries have implemented a supplementary
defined contribution retirement scheme. Under this scheme, the employees of the
Company and its subsidiaries make a specified contribution based on their
service duration. The Company and its subsidiaries are required to make a
contribution equal to 2 to 3 times of the staff's contributions. The Company
and its subsidiaries may, at their discretion, provide additional contributions
to the retirement fund depending on the operating results of the year. The
employees will receive the total contributions and any returns thereon, upon
their retirements.
The total retirement costs incurred by the Company and its subsidiaries during
the year ended 31 December 2009 pursuant to these arrangements amounted to
approximately Rmb230.794 million (2008: Rmb205.357 million).
Housing benefits
Apart from the housing benefits and monetary subsidies (Note 12), in accordance
with the PRC housing reform regulations, the Company and its subsidiaries are
required to make contributions to the state-sponsored housing fund at rates 10%
to 20% (2008: 10% to 20%) of the specified salaries of the PRC employees. At
the same time, the employees are required to make a contribution based on
certain percentages. The employees are entitled to claim the entire sum of the
fund under certain specified withdrawal circumstances. The Company and its
subsidiaries have no further obligations for housing benefits beyond the
contributions made above. For the year ended 31 December 2009, the Company and
its subsidiaries provided approximately Rmb138.300 million (2008: Rmb111.427
million) to the fund.
30. OPERATING REVENUE AND SEGMENT REPORTING
2009 2008
Sales of electricity 42,043,163 35,990,410
Heat supply 382,982 220,368
Sales of coal 5,143,707 384,797
Sales of chemical
products 198,817 62
Others 174,254 304,428
47,942,923 36,900,065
The senior management performs the function of CODM and reviews the internal
reporting of the Company and its subsidiaries in order to assess performance
and allocate resources. Senior management has determined the operating segments
based on these reports.
Senior management considers the business from a product perspective. Senior
management primarily assesses the performance of power generation, chemical and
coal separately. Other operating activities include investments in financial
services and others, and are included in "all other segments".
Senior management assesses the performance of the operating segments based on a
measure of profit before income tax expense prepared under PRC GAAP.
Segment assets exclude income tax recoverables, deferred income tax assets and
available-for-sale investments. Segment liabilities exclude current income tax
liabilities and deferred income tax liabilities. Sales between operating
segments are marked to market or contracted close to market price and have been
eliminated at consolidation level. Unless otherwise noted below, all such
financial information in the segment tables below is prepared under PRC GAAP.
30. OPERATING REVENUE AND SEGMENT REPORTING (Continued)
(Under PRC GAAP)
For the tables, please visit:
http://www.prnasia.com/sa/attachment/2010/05/20100504811125.pdf
31. OPERATING PROFIT
Operating profit was determined after charging (crediting) the following:
2009 2008
Net gain on disposals of property, plant and equipment (32,692) (37,936)
Salaries and staff welfares
- Salaries and welfares 1,314,718 1,196,316
- Retirement benefits 185,731 179,148
- Staff housing benefits 151,802 174,735
- Other staff costs 169,980 228,449
Auditors’ remuneration 19,811 13,180
Costs of major inventories consumed
- Fuel 27,007,813 22,700,115
- Spare parts and consumable supplies 500,029 482,638
Dividend income from available-for-sale investments
- listed (200) (50,229)
- unlisted (905) (500)
32. OTHER GAINS
2009 2008
Gain on disposals of available-for-sale investments (a) 30,125 893,522
Gain on disposal of an associate (b) 74,460 -
Gain on disposal of assets and liabilities held for sale
(Note 5(c)) 40,000 -
Gain on disposals of subsidiaries 3,856 9,672
148,441 903,194
Notes:
(a) For the year ended 31 December 2009, the Company realised a gain on
disposal of equity interest in China Continent Property & Casualty Insurance
Company Ltd. for a cash consideration of Rmb86.63 million (Note 10).
For the year ended 31 December 2008, the Company realised a gain on disposal of
equity interest in Daqin Railway for a cash consideration of Rmb1,389.67
million (Note 10).
(b) The Company realised a gain on disposal of a 49% equity interest in
Beijing Texin Datang Heat Company Limited ("Datang Texin") to Beijing District
Heating Group in March 2009 for a cash consideration of Rmb87.1 million.
33. FINANCE COSTS
2009 2008
Interest expense on:
Short-term bank loans 1,040,391 1,908,965
Other short-term loans 157,244 452,649
Short-term entrusted loans 2,651 -
Long-term bank loans
- wholly repayables within five years 1,734,212 1,820,620
- not wholly repayables within five years 2,997,829 1,916,749
Other long-term loans
- wholly repayables within five years 316,311 108,388
- not wholly repayables within five years 17,993 4,699
Long-term entrusted loan
- wholly repayable within five years 1,668 9,240
Short-term bonds 124,215 58,080
Long-term bonds 165,541 -
Convertible bonds - 3,420
Interest expense on finance lease arrangements 240,162 210,396
Acquisitions of property, plant and equipment by
instalments 8,515 3,151
Discounting interest on notes receivable 35,423 46,476
6,842,155 6,542,833
Less: amount capitalised in property, plant and
equipment (2,798,839) (2,771,945)
4,043,316 3,770,888
Exchange gain, net (262) (145,953)
Loan commitment fees 23,865 47,735
Others 43,638 22,259
4,110,557 3,694,929
34. TAXATION
2009 2008
Current income tax on profit for the year 652,055 621,142
Adjustments in respect of prior years 59,809 (28,797)
Current income tax 711,864 592,345
Deferred income tax (73,153) (520,534)
Income tax expense 638,711 71,811
The taxation of the Company and its subsidiaries differs from the theoretical
amount that would arise by the statutory income tax rate in the PRC. The
reconciliation is shown as follows:
2009 2008
Profit before income tax expense 3,231,027 600,204
Income tax expense calculated at the statutory
income tax rate of the Company 807,757 150,051
Income tax effects of:
Preferential income tax treatments of certain
subsidiaries (249,018) (184,106)
Non-taxable income / gains (45,903) (108,434)
Expenses / Losses not deductible for income tax
purposes 22,841 10,738
Utilization of prior years’ unrecognised
deductible loss and expenses (822) (8,585)
Tax losses for which no deferred income tax asset
was recognised 118,723 240,904
Adjustments in respect of prior years and others (12,150) (28,797)
Others (2,717) 40
Income tax expense 638,711 71,811
The weighted average effective income tax rates for the years ended 31 December
2009 and 2008 applicable to the Company and its subsidiaries were approximately
19.77% and 11.96%, respectively. The increase of weighted average effective
income tax rate from year ended 31 December 2008 was primarily attributable to
the increase in profitability and the expiries of preferential income tax
treatments of certain subsidiaries in the current year.
The analysis of deferred income tax assets and liabilities is as follows:
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Deferred income tax assets:
- Deferred income tax assets to be
recovered after more than 12 months 546,085 561,580 34,548 25,229
- Deferred income tax assets to
be recovered within 12 months 198,029 149,516 7,008 5,582
744,114 711,096 41,556 30,811
Deferred income tax liabilities:
- Deferred income tax liabilities to be
settled after more than 12 months 275,155 353,487 - 34,413
- Deferred income tax liabilities to
be settled within 12 months 48,634 42,062 - -
323,789 395,549 - 34,413
Deferred income tax assets /
(liabilities), net 420,325 315,547 41,556 (3,602)
The gross movement on the deferred income tax account is as follows:
Company and its
subsidiaries Company
2009 2008 2009 2008
At 1 January 315,547 (944,658) (3,602) (971,225)
Acquisitions of subsidiaries 35,275 (204,258) - -
Tax credited to the profit or loss 73,153 520,534 45,158 19,161
Tax (charged) / credited relating
to components of other
comprehensive income (3,650) 948,346 - 948,346
Tax (charged) / credited directly to
equity - (4,417) - 116
At 31 December 420,325 315,547 41,556 (3,602)
The movement in deferred income tax assets and liabilities during the year,
without taking into consideration the offsetting of balances within the same
tax jurisdiction, is as follows:
For the tables of the Company and its subsidiaries, please visit:
http://www.prnasia.com/sa/attachment/2010/05/20100504712122.pdf
Company
Fair value
gain on
Deferred available-
housing for-sale Convertible
Depreciation benefits investments bonds Total
At 1 January 2008 35,273 1,368 948,346 851 985,838
Tax credited to the profit
or loss (860) (1,368) - (735) (2,963)
Tax credited relating to components
of comprehensive income - - (948,346) - (948,346)
Tax credited directly to equity - - - (116) (116)
At 31 December 2008 34,413 - - - 34,413
Tax credited to the profit or loss(34,413) - - - (34,413)
At 31 December 2009 - - - - -
Deferred income tax assets are recognised for tax losses carried-forward to the
extent that the realisation of the related income tax benefits through the
future taxable profits is probable. The Company and its subsidiaries did not
recognise deferred income tax assets in respect of certain losses that can be
carried forward against future taxable income. The expiry dates of related tax
losses to be utilised are summarised as follows:
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Year of expiry
2009 N/A - - -
2010 - - - -
2011 - - - -
2012 48,548 50,027 - -
2013 923,885 925,693 - -
2014 888,711 N/A - -
1,861,144 975,720 - -
35. Material RELATED PARTY TRANSACTIONS AND BALANCES
Parties are considered to be related if one party has the ability, directly or
indirectly, control or jointly control the other party, or exercise significant
influence over the other party in making financial and operation decisions.
Parties are also considered to be related if they are subject to common
control, jointly control or significant influence. Members of key management of
the Company are also considered as related parties.
State-owned enterprises and their subsidiaries, other than entities under China
Datang (also a state-owned enterprise), directly or indirectly controlled by
the PRC government are also defined as related parties of the Company and its
subsidiaries in accordance with IAS 24 "Related Party Disclosures".
Given that the PRC government still owns a significant portion of the
productive assets in the PRC despite the continuous reform of the government
structures, the majority of the business activities of the Company and its
subsidiaries are conducted with enterprises directly or indirectly owned or
controlled by the PRC government ("other state-owned enterprises"), including
China Datang and its subsidiaries, jointly controlled entities and associates
in the normal course of business.
For the purpose of the related party balances and transactions disclosure, the
Company and its subsidiaries have established procedures to determine, to the
extent possible, the identification of the ownership structure of their
customers and suppliers as to whether they are state-owned enterprises.
However, many state-owned enterprises have multi-layered corporate structures
and the ownership structures change over time as a result of transfers and
privatization programs. Nevertheless, management believes that all material
related party balances and transactions have been adequately disclosed.
Save as disclosed elsewhere in these financial statements, material related
party transactions which were carried out in the normal course of businesses of
the Company and its subsidiaries during the year and related balances as at
year end were as follows:
(a) Material related party transactions with China Datang and its subsidiaries
Company and its subsidiaries
2009 2008
Sales of fuel to other related parties - 106,530
Sales of equipment to other related parties 37,918 199,626
Provision of utility services to associates 122,115 120,043
Provision of shipping services to other related party - 11,050
Provision of coal ash disposal service from ultimate
parent company (57,890) (57,892)
Purchases of materials and equipment from other
related parties (482,686) (10,462)
Purchases of fuel from, including:
- Jointly controlled entities (452,216) (338,990)
- Associates (40,365) (3,811)
- Other related parties (46,893) -
(539,474) (342,801)
Provision of technical support services from
associates (119,570) (50,240)
Provision of equipment purchase agency services from
other related parties (40,678) (10,014)
Purchases of generation quota from other related
parties (18,601) (15,580)
Provision of construction services from other related
parties - (10,490)
Operating lease expenses for buildings and facilities, including:
- Ultimate parent company (7,228) (7,228)
- Other related parties (15,000) (15,000)
(22,228) (22,228)
Provision of repairs and maintenance services from
other related parties (7,358) -
Provision of fuel management services from other
related parties (500) (4,852)
Company and its subsidiaries
2009 2008
Entrusted loans lent to:
- Ultimate parent company 44,270 101,130
- Associates 80,000 52,340
Interest income on entrusted loans from:
- Ultimate parent company 249 210
- Associates 4,891 3,127
Interest income on deposits from an associate 14,397 23,478
Drawdown of entrusted loan from ultimate parent
company 200,000 -
Drawdown of loans from an associate 21,277,950 6,942,000
Interest expense on entrusted loan from
ultimate parent company (476) -
Interest expense on loans from an associate (139,472) (140,465)
(b) Assets / Business transfers with China Datang and its subsidiaries
In addition to those business combinations and disposal disclosed in Note 5,
the Company also entered into a series of assets transfer agreements and equity
transfer agreements with China Datang and its subsidiaries in November 2009,
for which:
-- The Company acquired two preliminary project assets of Datang Tieling Energy
and Chemical Project Planning Department and Datang Fujian Power Generation
Project Planning Department and 40% equity interest in Diaobingshan Power
Company from China Datang for a cash consideration of Rmb25 million and Rmb185
million, respectively.
-- The Company acquired the preliminary project assets of Hulunbei'er Project
Planning Department from Datang Jilin Power Generation Co., Ltd. ("Jilin Power
Company"), a wholly-owned subsidiary of China Datang, for a cash consideration
of Rmb3 million.
-- Energy and Chemical Company acquired the preliminary assets of Hulunbei'er
Zhaluomude Water Conservancy and Hydropower Key Project from Jilin Power
Company for a cash consideration of Rmb5 million.
-- The Company disposed its preliminary project assets of Shandong Datang
Dongying Power Plant Planning Department and 100% equity interest in Shandong
Datang International Dongying Wind Power Generation Co., Ltd. to Datang
Shandong Power Generation Co., Ltd., a wholly-owned subsidiary of China Datang,
for a cash consideration of Rmb343 million and Rmb104 million, respectively.
(c) Material related party balances with China Datang and its subsidiaries
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Non-current assets
Prepayments for property,
plant and equipment
- Ultimate parent company 44,333 - - -
- Other related parties 405,785 990,587 2,115 186,991
Long-term entrusted loans to
related parties
- Subsidiaries - - 3,764,728 5,162,551
- Associates 130,194 50,104 130,194 50,104
Current assets
Short-term entrusted loans
to related parties
- Ultimate parent company 17,000 31,330 - -
- Subsidiaries - - - 260,529
Other prepayments and other
receivables
- Ultimate parent company 242,839 - 242,839 -
- Subsidiaries - - 5,403,701 2,229,863
- Jointly controlled entities 4,073 - 4,073 -
- Associates 181,335 53,794 171,400 -
- Other related parties 72,221 - 56,531 -
Accounts and notes receivables
- Associates 35,505 148,112 - 148,112
- Other related parties - 37,230 - -
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Current liabilities
Accounts payable and accrued liabilities
- Ultimate parent company (65,120) - (65,120) -
- Subsidiaries - - (74,683)(151,462)
- Jointly controlled entities (10,773) (20,377) (10,773) (20,377)
- Associates (17,952) (6,929) (180) (3,182)
- Other related parties (87,364) (41,835) (2,635) (2,280)
Except for long-term entrusted loans and short-term entrusted loans described
above, all the balances above were unsecured, non-interest bearing and
receivables / payables on demand. Please refer to Notes 14 and 16 for details
of terms of unsecured long-term entrusted loans and short-term entrusted loans,
respectively.
(d) Financial guarantees with China Datang and its subsidiaries
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Long-term loans guaranteed by:
- Ultimate parent company 1,537,316 1,631,839 - -
Guarantees on short-term
loans issued to:
- Subsidiaries - - 2,480,036 5,894,323
- Jointly-controlled entities 175,000 200,000 175,000 200,000
Guarantees on long-term loans
issued to:
- Subsidiaries - - 7,558,616 6,970,017
- Jointly-controlled entities 401,500 341,500 401,500 341,500
- Associates 455,880 615,930 455,880 615,930
Guarantees on finance lease
liabilities issued to subsidiaries - - 1,275,901 1,388,509
(e) Material related party transactions with other state-owned enterprises
2009 2008
Sales of electricity 42,194,115 35,990,410
Sales of heat 262,281 104,539
Interest expense on loans borrowed from
state-owned enterprises (6,083,967) (6,173,164)
Acquisitions of property, plant and equipment (19,145,878) (25,493,485)
Purchases of fuel (21,719,904) (22,584,637)
Purchases of spare parts and consumable supplies (248,241) (227,296)
Drawdown of short-term loans from state-owned
financial institutions 26,224,489 45,085,214
Drawdown of long-term loans from state-owned
financial institutions 56,312,318 32,014,430
Disposal of Datang Texin 87,197 -
(f) Material related party balances with other state-owned enterprises
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Prepayments for property,
plant and equipment 4,188,676 6,226,028 219,985 9,259
Other prepayments and other
receivables 3,066,574 1,859,010 1,833,321 23,182
Accounts and notes receivables 5,766,591 3,966,943 1,184,183 1,257,066
Bank balances 1,301,208 4,086,242 286,343 2,053,885
Long-term loans (including
current portion) (103,057,809)(73,355,093)(10,364,000)(13,910,000)
Accounts payable and accrued
liabilities (3,062,454) (1,391,578) (589,214) (157,375)
Short-term loans (16,936,323)(27,048,669) (500,000)(12,802,587)
Except for bank balances and loans stated above, all the balances of assets and
liabilities with other state-owned enterprises mentioned above are unsecured,
non-interest bearing and receivables / repayables within one year.
Terms of bank balances, long-term loans and short-term loans are described in
Notes 19, 22 and 27, respectively.
For the year ended 31 December, 2009, the annual interest rates of long-term
loans and short-term loans from other state-owned enterprises are from 2.36%
to 7.47% (2008: 3.60% to 7.83%) and from 2.30% to 6.72% (2008: 4.35% to 7.74%),
respectively.
(g) Financial guarantees with other state-owned enterprises
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Short-term loans guaranteed by other
state-owned enterprises 1,417,336 1,544,323 - -
Long-term loans guaranteed by other
state-owned enterprises 2,910,812 1,783,051 - -
Guarantees on long-term loans issued
to other state-owned enterprises 325,550 167,250 193,550 -
(h) Key management personnel compensation
2009 2008
Basic salaries and allowances 1,888 1,218
Bonus 3,303 2,434
Retirement benefits 50 204
Other benefits 150 849
5,391 4,705
36. EMOLUMENTS OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
(a) Details of Directors’ and Supervisors’ emoluments
The remuneration of every Director and Supervisor for the year ended 31 December 2009 is set out below:
Basic
Directors and salaries and Retirement
Supervisors Fees allowances Bonus benefits Others Total
Directors:
Zhai Ruoyu - - - - - -
Cao Jingshan - 171 406 5 15 597
Hu Shengmu - - - - - -
Fang Qinghai - - - - - -
Zhou Gang - 156 335 5 15 511
Liu Haixia - - - - - -
Guan Tiangang - - - - - -
Su Tiegang - - - - - -
Ye Yonghui - - - - - -
Li Gengsheng - - - - - -
Xie Songlin 75 - - - - 75
Yu Changchun 75 - - - - 75
Liu Chaoan 75 - - - - 75
Li Hengyuan 75 - - - - 75
Xia Qing 75 - - - - 75
Subtotal 375 327 741 10 30 1,483
Supervisors:
Zhang Jie - 159 335 5 15 514
Fu Guoqiang - - - - - -
Shi Xiaofan - 29 - - - 29
Qiao Xinyi - 159 335 5 15 514
Zhang Xiaoxu - - - - - -
Guan Zhenquan - 133 217 5 15 370
Subtotal - 480 887 15 45 1,427
Total 375 807 1,628 25 75 2,910
The remuneration of every Director and Supervisor for the year ended 31
December 2008 is set out below:
Basic
Directors and salaries and Retirement
Supervisors Fees allowances Bonus benefits Others Total
Directors:
Zhai Ruoyu - - - - - -
Zhang Yi - 173 436 30 - 639
Cao Jingshan - 113 124 18 7 262
Yang Hongming - - - - - -
Hu Shengmu - - - - - -
Fang Qinghai - - - - - -
Zhou Gang - 154 263 23 6 446
Liu Haixia - - - - - -
Guan Tiangang - - - - - -
Su Tiegang - - - - - -
Ye Yonghui - - - - - -
Li Gengsheng - - - - - -
Xie Songlin 75 - - - - 75
Yu Changchun 75 - - - - 75
Liu Chaoan 75 - - - - 75
Li Hengyuan 44 - - - - 44
Xia Qing 75 - - - - 75
Subtotal 344 440 823 71 13 1,691
Supervisors:
Zhang Jie - 157 349 28 93 627
Zhang Wantuo - - - - - -
Fu Guoqiang - - - - - -
Shi Xiaofan - 155 300 28 170 653
Subtotal - 312 649 56 263 1,280
Total 344 752 1,472 127 276 2,971
During the year, there was no special bonus for Directors and Supervisors
(2008: nil).
During the year, no option was granted to the Directors or the Supervisors
(2008: nil).
During the year, no emolument was paid to the Directors or the Supervisors
(including the five highest paid individuals) as an inducement to join or upon
joining the Company or as compensation for loss of office (2008: nil).
Neither Director nor Supervisor had waived or agreed to waive any emoluments
during the years ended 31 December 2008 and 2009.
(b) Details of emoluments paid to the five highest paid individuals including
Directors, Supervisors and senior management
The five individuals whose emoluments were the highest for the year include one
(2008: one) Director and two (2008: two) Supervisors. The emoluments payable to
the remaining two (2008: two) individuals during the year are as follows:
2009 2008
Basic salaries and allowances 314 312
Bonus 670 698
Retirement benefits 10 52
Other benefits 30 221
1,024 1,283
For the years ended 31 December 2009 and 2008, the annual emoluments paid to
each of the Directors, Supervisors and the two remaining highest paid
individuals did not exceed HKD1,000,000.
37. EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share for profit attributable to the equity
holders of the Company was based on profit attributable to equity holders of the
Company and the weighted average amount of shares outstanding during the year.
2009 2008
Profit attributable to equity holders the Company
(Rmb’000) 1,612,317 749,354
Weighted average number of ordinary shares for
basic earnings per share (shares in thousand) 11,780,038 11,749,253
Basic earnings per share for profit attributable to
the equity holders of the Company (Rmb) 0.14 0.06
Including which:
- Basic earnings per share for continuing operations 0.1335 0.0638
- Basic earnings per share for discontinued operations 0.0034 0.0000
(b) Diluted earnings per share
The diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. There was no dilutive effect on earnings per share
since the Company had no dilutive potential ordinary shares for the years ended
31 December 2008 and 2009.
38. DIVIDENDS
On 19 April 2010, the Board of Directors proposed a dividend per share of
Rmb0.07 based on the total number of shares outstanding as at 19 April 2010
(Note 43(b)), amounting to approximate Rmb861.703 million. This proposal is
subject to the approval of the shareholders at the annual general meeting.
These financial statements do not reflect this dividends payable, which will be
accounted for in shareholders' equity as an appropriation of retained earnings
for the year ending 31 December 2010.
On 30 March 2009, the Board of Directors proposed a dividend per share of
Rmb0.11 based on the total number of shares outstanding as at 31 December 2008,
amounting to approximate Rmb1,295.804 million. Such dividends were approved at
the annual general meeting of the shareholders on 3 June 2009. As at 31
December 2009, all dividends were paid.
39. NOTES TO STATEMENT OF CASH FLOWS
(a) Reconciliation of profit before income tax expense to cash generated from
operations
2009 2008
Profit before income tax expense 3,231,027 600,204
Adjustments for:
Depreciation of property, plant and equipment 7,506,973 6,205,584
Amortisation of land use rights 10,492 15,983
Amortisation of intangible assets 6,637 7,578
Amortisation of long-term deferred expense 2,686 528
Amortisation of deferred income (40,131) (14,923)
Amortisation of deferred housing benefits 30,085 67,476
Fair value loss on an interest rate swap - 8,551
Net gain on disposals of property, plant and
equipment (32,692) (37,936)
Interest income (33,124) (83,467)
Interest expense 4,075,396 3,794,406
Exchange gain, net (262) (145,953)
Dividend income (1,105) (50,729)
Interest income from entrusted loans lent to
related parties (5,140) (3,337)
Shares of post-tax losses of jointly controlled
entities 52,685 57,278
Shares of post-tax profits of associates (462,112) (427,796)
Gain on disposals of available-for-sale
investments (30,125) (893,522)
Gain on disposal of assets and liabilities held
for sale (40,000) -
Gain on disposal of an associate (74,460) -
Gain on disposals of subsidiaries (3,856) (9,672)
Operating profit before working capital changes 14,192,974 9,090,253
Decrease / (Increase) in current assets:
Inventories 336,446 (1,138,686)
Prepayments and other receivables (711,620) (840,466)
Accounts and notes receivable (2,225,882) 1,376,728
Increase / (Decrease) in current liabilities:
Accounts payable and accrued liabilities 1,258,678 (144,858)
Taxes payable (8,783) (463,363)
Cash generated from operations 12,841,813 7,879,608
(b) Material non-cash transaction
For the year ended 31 December 2009, there was a material non-cash transaction,
which the Company used property, plant and equipment, construction payables and
others amounting to Rmb1,850.935 million and Rmb384.905 million, respectively,
in acquiring an associate. Subsequently, this associate recorded a payable of
Rmb104.400 million, representing the excess investment to be refunded.
There was no material non-cash transaction for the year ended 31 December 2008.
(c) Undrawn borrowing facilities
The undrawn borrowing facilities of the Company and its subsidiaries available
as at year end were as follows:
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Expiring within one year 8,166,063 12,323,000 6,000,000 12,323,000
Expiring beyond one year 160,837,364 25,839,767 159,726,354 25,839,767
169,003,427 38,162,767 165,726,354 38,162,767
40. COMMITMENTS
(a) Capital commitments
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Authorised and contracted for
equity investments 2,283,200 1,618,830 2,030,100 1,568,830
acquisitions of property, plant
and equipment 14,042,926 24,715,091 2,017,488 6,336,010
acquisitions of intangible
assets 4,294,792 4,294,792 - -
20,620,918 30,628,713 4,047,588 7,904,840
Authorised but not contracted for
acquisitions of property, plant and
equipment 34,679,804 16,142,760 - 111,424
55,300,722 46,771,473 4,047,588 8,016,264
A substantial portion of the capital commitment above is in relation to a coal
mining project for which the Company and its subsidiaries have not yet obtained
the relevant mining license. Should the mining license not be able to obtain at
the end of the exploration work, there will be no such capital commitment.
(b) Operating lease commitments
Total future minimum lease payments under non-cancellable operating leases in
relation to buildings were as follows:
Company and its
subsidiaries Company
31 December 31 December
2009 2008 2009 2008
Within one year 20,578 13,966 13,763 9,711
Between two and five years 68,427 40,816 46,378 38,844
Over five years 46,813 29,132 19,422 29,133
135,818 83,914 79,563 77,688
41. FINANCIAL GUARANTEES
Company and its
31 December 31 December
2009 2008 2009 2008
Financial guarantees granted to
-subsidiaries - - 11,314,553 14,252,849
-a jointly controlled entity 576,500 541,500 576,500 541,500
-associates 455,880 615,930 455,880 615,930
-other investees 132,000 167,250 - -
-others 193,550 - 193,550 -
1,357,930 1,324,680 12,540,483 15,410,279
Based on historical experience, no claims have been made against the Company
and its subsidiaries since the dates of granting the financial guarantees
described above.
42. ADDITIONAL FINANCIAL INFORMATION
As at 31 December 2009, net current liabilities and total assets less current
liabilities of the Company and its subsidiaries amounted to approximately
Rmb24,714 million (2008: Rmb38,188 million) and Rmb142,830 million (2008:
Rmb104,997 million), respectively.
As at 31 December 2009, net current assets and total assets less current
liabilities of the Company amounted to approximately Rmb6,516 million (2008:
net current liabilities of Rmb14,022 million) and Rmb42,855 million (2008:
Rmb39,582 million), respectively.
43. EVENTS AFTER REPORTING PERIOD
(a) Pursuant to the agreements entered into between the Company and original
shareholders of Yuneng Group in May 2009 and January 2010, the Company acquired
100% equity interest in Yuneng Group. Related consideration of this acquisition
amounted to Rmb1.345 billion. This acquisition became effective in January 2010
after meeting all the conditions of this acquisition, including payments of
consideration and effective transfer of controlling equity.
Given the complex structures of Yuneng Group and its subsidiaries, as at the
date of this report, management is in the process of reviewing financial
information of this acquired group and performing assessments of purchase price
allocation of identifiable assets and liabilities acquired as at effective
acquisition date, no additional disclosures required under IFRS 3 are made.
(b) Pursuant to Zheng Jian Faxing Zi [2009] No. 1492 document, "Approval of
non-public share issuance of Datang International Power Generation Co., Ltd."
issued by China Securities Regulatory Commission (the "CSRC") on 29 December
2009, the CSRC granted approval to the Company in non-publicly issuing ordinary
shares to particular domestic investors not exceeding 700 million ordinary
shares. For the period after 31 December 2009 and up to the date of this
report, the Company has issued 530 million ordinary shares to particular
domestic investors at Rmb6.23 per share totalling Rmb3,301.90 million. Net
proceeds raised amounted to Rmb3,248.25 million after deducting related
underwriting fees, share registration expenses and other transaction costs of
Rmb53.65 million.
Supplemental Information
For the year ended 31 December 2009
(All amounts expressed in thousands of Rmb unless otherwise stated)
Net assets and net profit reconciliations between IFRS and PRC GAAP
The consolidated financial statements which are prepared by the Company and its
subsidiaries in conformity with IFRS, differ in certain respects from PRC GAAP.
Major differences between IFRS and PRC GAAP, which affect the net assets and
net profit of the Company and its subsidiaries, are summarised as follows:
Net assets
31 December
2009 2008
(Restated)
(Note (i))
Net assets under IFRS 32,847,995 30,905,973
Impact of PRC GAAP adjustments:
Difference in the commencement of
depreciation of property, plant and equipment (a) 106,466 106,466
Difference in accounting treatment on monetary
housing benefits (b) (163,384) (193,468)
Difference in accounting treatment on mining funds (d) (83,291) (52,268)
Applicable deferred income tax impact of
the GAAP differences above (e) 9,158 1,349
Net assets under PRC GAAP 32,716,944 30,768,052
Net profit
2009 2008
(Restated)
(Note (i))
Profit under IFRS 2,592,316 528,393
Impact of PRC GAAP adjustments:
Difference in accounting treatment on monetary
housing benefits (b) - 37,346
Difference in the recognition policy on housing
benefits to the employees (c) 30,084 30,130
Difference in accounting treatment on mining funds (d) (163,109) (180,671)
Others - (1,722)
Applicable deferred income tax impact of the
GAAP differences above (e) 7,809 18,109
Net profit under PRC GAAP 2,467,100 431,585
Note:
(i) As a result of common control business combinations in 2009, net assets
and profit under both IFRS and PRC GAAP above have been restated using merger
accounting method for all periods presented herein.
(a) Difference in the commencement of depreciation of property, plant and
equipment
This represents the depreciation difference arose from the different timing of
the start of depreciation charge in previous years.
(b) Difference in accounting treatment on monetary housing benefits
Under IFRS, the monetary housing benefits provided to employees who started
work before 31 December 1998 are recorded as deferred assets and amortised on a
straight-line basis over the estimated service lives of relevant employees.
Under PRC GAAP, these benefits were directly deducted from the retained
earnings and statutory public welfare fund after approval by the general
meeting of the Company and its subsidiaries.
(c) Difference in the recognition policy on housing benefits to the employees
The Company and its subsidiaries provided housing to its employees at a
preferential price. The difference between the selling price and the cost of
housing is considered to be a housing benefit during the related periods and is
borne by the Company and its subsidiaries.
For PRC statutory reporting purposes, in accordance with the relevant
regulations issued by the MOF of the PRC, the total housing benefits provided
by the Company and its subsidiaries before 6 September 2000 should be directly
deducted from the statutory public welfare fund and those provided after 6
September 2000 are charged to non-operating expenses as incurred. Under IFRS,
the housing benefits provided by the Company and its subsidiaries are
recognised on a straight-line basis over the estimated remaining average
service lives of the employees.
(d) Difference in accounting treatment on mining funds
Under PRC GAAP, accrual of future development and work safety expenses are
included in respective product cost or current period profit or loss and
recorded in a specific reserve accordingly. When such future development and
work safety expenses are applied and related to revenue expenditures, specific
reserve is directly offset when expenses incurred. When capital expenditures
are incurred, they are included in construction-in-progress and transferred to
fixed assets when the related assets reach the expected use condition. They are
then offset against specific reserve based on the amount included in fixed
assets while corresponding amount is recognised in accumulated depreciation.
Such fixed assets are not depreciated in subsequent periods.
Under IFRS, coal mining companies are required to set aside an amount to a fund
for future development and work safety through transferring from retained
earnings to restricted reserve. When qualifying revenue expenditures are
incurred, such expenses are recorded in the profit or loss as incurred. When
capital expenditures are incurred, an amount is transferred to property, plant
and equipment and is depreciated in accordance with the depreciation policy of
the Company. Internal equity items transfers take place based on the actual
application amount of future development and work safety expenses whereas
restricted reserve is offset against retained earnings to the extent of zero.
(e) Applicable deferred income tax impact on the GAAP differences above
This represents the deferred income tax effect on the GAAP differences above
where applicable.
Corporate Information
Registered Name of the Company
Datang International Power Generation Company Limited (in Chinese)
English Name of the Company
Datang International Power Generation Company Limited
Office Address of the Company
No. 9 Guangningbo Street
Xicheng District
Beijing
People’s Republic of China
Principal Place of Business in Hong Kong
Stephen Mok & Co in association with Eversheds
21/F Gloucester Tower
15 Queen’s Road Central
Hong Kong
Legal Representative
Zhai Ruoyu
Authorised Representatives
Cao Jingshan
Zhou Gang
Secretary to the Board
Zhou Gang
Principal Bankers
In the PRC:
Industrial and Commercial Bank of
China, Xuanwu Branch
No. 3 Nanbinhe Road
Xuanwu District
Beijing
People’s Republic of China
Outside the PRC:
Bank of China, Hong Kong Branch
One Garden Road
Central
Hong Kong
Domestic Auditors
PricewaterhouseCoopers Zhong Tian CPAs
Limited Company
11/F, PricewaterhouseCoopers Center
2 Corporate Avenue,
202 Hu Bin Road,
Luwan District,
Shanghai, The People’s Republic of China
International Auditors
PricewaterhouseCoopers
Certified Public Accountants
22nd Floor, Prince’s Building
Central
Hong Kong
Legal Advisors
as to PRC law:
Beijing Hylands Law Firm
5A1 Hanwei Plaza
No. 7 Guanghua Road
Chaoyang District
Beijing
People’s Republic of China
as to Hong Kong law:
Stephen Mok & Co in association with Eversheds
21/F, Gloucester Tower
15 Queen’s Road Central
Hong Kong
Listing Information
H Shares
The Stock Exchange of Hong Kong Limited
Code: 0991
A Shares
Shanghai Stock Exchange
Code: 601991
H Shares
The London Stock Exchange Limited
Code: DAT
Share Register and Transfer Office
Computershare Hong Kong Investor Services Limited
17/F, Hopewell Center
183 Queen’s Road East
Wanchai
Hong Kong
Information of the Company
Available at:
The secretary office of the Board
Datang International Power Generation
Company Limited
No. 9 Guangningbo Street
Xicheng District
Beijing
People’s Republic of China
and
Rikes Hill & Knowlton Limited
Room 1312, Wing On Centre
111 Connaught Road Central
Hong Kong
Glossary of Terms
The following terms have the following meaning in this annual report, unless
otherwise required by the context.
"North China The power transmission network covering Beijing,
Power" Tianjin, Hebei Province, Shanxi Province and Inner
Mongolia Autonomous Region
"Installed The highest level of electrical output which a power
capacity" plant is designed to be able to maintain
continuously without causing damage to the plant
"Gross generation" For a specified period, the total amount of
electrical power produced by a power plant in that
period including electrical power consumed in the
operation of the power plant
"Total on-grid The amount of power transmitted to a power network
generation" from a power plant as measured by the grid meter
"Equivalent For a specified period and a given power plant, the
availability ratio (usually expressed as a percentage) of the
factor" number of available hours in that period (reduced,
in the case of hours in which the attainable
generating capacity of such plant is less than the
installed capacity, by the proportion of installed
capacity not so attainable) to the total number of
hours in that period
"Utilisation For a specified period, the number of hours it would
hours" take for a power plant operating at installed
capacity to generate the amount of electricity
actually produced in that period
"MW" 1,000,000 watts (equivalent to 1,000 kW)
"kWh" A unit of power generation equivalent to the output
generated by 1,000 watts of power in one hour
"MWh" A unit of power generation equivalent to the output
generated by 1,000,000 watts of power in one hour