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. Please refer below link for more details: http://www.prnasia.com/sa/attachment/2010/05/20100503383355.pdf Distribution of Projects Please refer below link for more details: http://www.prnasia.com/sa/attachment/2010/05/2010050344304.pdf 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 Please refer below link for more details: http://www.prnasia.com/sa/attachment/2010/05/20100503382649.pdf 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. Please refer below link for more details: http://www.prnasia.com/sa/attachment/2010/05/20100503656979.pdf (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
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