Annual Report and Accounts

Datang Intl Power Generation Co Ld 02 April 2007 DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) Announcement of 2006 Annual Results OPERATING AND FINANCIAL HIGHLIGHTS: • Consolidated operating revenue amounted to approximately RMB24,835 million, representing an increase of 38.02% over 2005. • Consolidated net profit attributable to equity holders of the Company amounted to approximately RMB2,778 million, representing an increase of 18.16% over 2005. • Basic earnings per Share amounted to approximately RMB0.54, representing an increase of approximately RMB0.08 per Share over 2005. • The Board has recommended the distribution of proposed dividend of RMB0.234 per Share# for the year of 2006. I. COMPANY RESULTS The board of directors (the 'Board') of Datang International Power Generation Co., Ltd. (the 'Company') hereby announces the audited consolidated operating results of the Company and its subsidiaries and a jointly controlled entity (hereinafter referred to as the 'Company and its Subsidiaries') prepared in conformity with the International Financial Reporting Standards ('IFRS') for the year ended 31 December 2006 (the 'Year'), together with the audited consolidated operating results of the year of 2005 (the 'Previous Year') for comparison. Such operating results have been reviewed and confirmed by the Company's audit committee (the 'Audit Committee'). Consolidated operating revenue of the Company and its Subsidiaries for the Year was approximately RMB24,835 million, representing an increase of 38.02% as compared to the Previous Year. The consolidated net profit attributable to equity holders of the Company was approximately RMB2,778 million, representing an increase of approximately 18.16% as compared to the Previous Year. Basic earnings per share of the Company (the 'Share') for the Year amounted to approximately RMB0.54, representing an increase of approximately RMB0.08 per Share as compared to the Previous Year. In view of the operating results of the Company during the Year, the Board of the Company has recommended the distribution of proposed dividend of RMB0.234 per Share# for the Year. # For indication purpose only, please refer to paragraph III(C) below. Please refer to the audited financial statements set out in the Appendix for details of the consolidated operating results. A. FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS PREPARED UNDER IFRS CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006 Note 2006 2005 Rmb'000 Rmb'000 Operating revenue 3 24,835,218 17,994,389 Operating costs Local government surcharges (279,485 ) (205,439 ) Fuel (10,663,815 ) (7,531,789 ) Depreciation (4,107,630 ) (2,767,528 ) Repairs and maintenance (778,081 ) (574,362 ) Wages and staff welfare (1,236,480 ) (1,192,685 ) Others (1,781,537 ) (1,222,946 ) Total operating costs (18,847,028 ) (13,494,749 ) Operating profit 5,988,190 4,499,640 Share of results of associates 9,458 (1,273 ) Interest income 24,674 40,051 Finance costs 4 (1,358,713 ) (675,494 ) Profit before income tax 4,663,609 3,862,924 Taxation 5 (1,081,256 ) (813,294 ) Profit for the year 3,582,353 3,049,630 Attributable to: - Equity holders of the Company 2,777,781 2,351,056 - Minority interests 804,572 698,574 3,582,353 3,049,630 Dividends paid 1,177,130 1,135,827 Proposed dividends 6 1,348,714 1,177,130 Proposed dividend per share (Rmb) 6 0.234 0.228 Earnings per share for profit attributable to the equity holders of the Company during the year - basic (Rmb) 7 0.54 0.46 - diluted (Rmb) 7 0.52 0.44 CONSOLIDATED BALANCE SHEETS AS AT 31 DECEMBER 2006 Note 2006 2005 Rmb'000 Rmb'000 ASSETS Non-current assets Property, plant and equipment 77,505,966 58,948,110 Investments in associates 857,421 793,316 Available-for-sale investments 1,774,184 306,294 Land use right 632,599 428,447 Deferred housing benefits 300,232 188,467 Intangible assets 83,576 62,304 Other long-term assets 87,850 - Deferred income tax assets 142,969 119,303 81,384,797 60,846,241 Current assets Inventories 806,965 693,019 Other receivables 719,319 493,081 Accounts receivable 8 3,337,529 1,409,528 Notes receivable 11,132 64,829 Cash and cash equivalents 4,451,284 1,029,339 9,326,229 3,689,796 Total assets 90,711,026 64,536,037 EQUITY AND LIABILITIES Capital and reserves attributable to the Company's equity holders Share capital 5,662,849 5,162,849 Reserves 6 18,233,202 13,162,613 23,896,051 18,325,462 Minority interests 3,304,667 2,403,475 Total equity 27,200,718 20,728,937 Non-current liabilities Long-term loans 40,273,581 29,215,217 Convertible bonds 9 1,111,810 1,098,758 Deferred income 273,157 217,548 Deferred income tax liabilities 421,682 152,498 42,080,230 30,684,021 Current liabilities Accounts payable and accrued liabilities 10 7,648,449 4,558,556 Short-term loans 9,300,496 5,717,280 Current portion of long-term loans 2,942,804 2,488,884 Taxes payable 538,329 358,359 Other current liabilities 1,000,000 - 21,430,078 13,123,079 Total liabilities 63,510,308 43,807,100 Total equity and liabilities 90,711,026 64,536,037 Notes: 1 Basis of preparation The financial statements of the Company and its Subsidiaries have been prepared in accordance with 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. A significant portion of the Company and its Subsidiaries' funding requirements for capital expenditure was satisfied by short-term borrowings. Consequently, as at 31 December 2006, the Company and its Subsidiaries had a negative working capital balance of approximately Rmb12.1 billion (31 December 2005 - Rmb9.43 billion). The Company and its Subsidiaries have significant undrawn borrowing facilities, subject to certain conditions, amounting to approximately Rmb65.79 billion as at 31 December 2006 (31 December 2005 - Rmb63.13 billion) and may refinance and/or restructure certain short-term loans into long-term loans 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. 2 Accounting PolicIES The principle accounting policies adopted are consistent with those applied in the annual financial statements for the year ended 31 December 2005. The following new interpretation and standard are mandatory for financial year with annual year period beginning on or after 1 January 2006 and relevant to the operations of the Company and its Subsidiaries. * International Financial Reporting Interpretations Committee Interpretation ('IFRIC Interpretation') 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006). IFRIC Interpretation 4 requires the determination of whether an arrangement is or contains a lease to be based on the substance of the arrangement. It requires an assessment of whether: (i) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the 'asset'); and (ii) the arrangement conveys a right to use the asset. Based on management's assessment, there was no material impact from the adoption of IFRIC Interpretation 4 to the financial statements of the Company and its Subsidiaries. * IFRS 6, Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006): IFRS 6 introduces the recognition, measurement and disclosure requirement of exploration for and evaluation of mineral resources. IFRS 6 specifies the circumstances in which entities that recognise exploration and evaluation assets should test for impairment. Since the exploration and evaluation activities of coal mines currently undertaken by the Company and its Subsidiaries are not significant, management considered no material impact from implementation of IFRS 6 on the financial statements of the Company and its Subsidiaries. Prior year comparatives Certain comparative figures of 2005 have been reclassified to conform to the presentation of financial statements for the year ended 31 December 2006. 3 OPERATING REVENUE 2006 2005 Rmb'000 Rmb'000 Electricity 24,685,461 17,892,565 Heat 122,491 101,824 Other 27,266 - 24,835,218 17,994,389 Pursuant to the Power Purchase Agreements entered into between the Company and its Subsidiaries and State Grid Corporation of China ('SGCC') and the regional or provincial grid companies, the Company and its Subsidiaries are required to sell their entire net generation of electricity to these grid companies at an approved tariff rate. For the year ended 31 December 2006 and 2005, all of the electricity generated by the Company and its Subsidiaries was sold to SGCC and regional or provincial grid companies. 4 FINANCE COSTS 2006 2005 Rmb'000 Rmb'000 Interest expense 1,499,599 791,095 Exchange gain, net (144,489 ) (97,285 ) Fair value gain on an interest rate swap * (23,647 ) (18,316 ) Other 27,250 - 1,358,713 675,494 * To hedge against its interest rate risk on long-term loans, Inner Mongolia Datang International Tuoketuo Power Generation Company Limited ('Tuoketuo Power Company') has entered into an interest rate swap, which is carried at fair value. However, since the swap does not qualify as an effective hedge under IAS 39, the change in its fair value is included in the income statement. 5 TAXATION 2006 2005 Rmb'000 Rmb'000 Current income tax 1,119,547 859,880 Deferred income tax (38,291 ) (46,586 ) Tax charge 1,081,256 813,294 The statutory income tax is assessed on an individual entity basis, based on each of results of operation of the Company and its Subsidiaries. The commencement dates of the tax holiday period of each power plant are individually determinded. The income tax charges are based on assessable profit for the year and after considering deferred taxation. On 16 March 2007, the National People's Congress approved the Enterprise Income Tax Law, which will come into effect on 1 January 2008. Pursuant to this law, the rate for Enterprise Income Tax for both domestic enterprise and foreign investment enterprise will be unified at 25%, with certain grandfathering provisions and preferential provisions removed. Management is still in the progress of assessing its impact on the Company and its Subsidiaries' taxation for future years. 6 PROFIT APPROPRIATION Dividends On 30 March 2007, the Board proposed dividends totalling approximately RMB1,348,713,594.50. This proposed dividend 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 the shareholders equity as an appropriation of retained earnings for the year ended 31 December 2007. On 27 March 2006, the Board proposed a dividend of Rmb0.228 per share, totalling approximately Rmb1,177.13 million for the year ended 31 December 2005. The proposed dividends distribution was approved by the shareholders of the Company at the general meeting dated 20 June 2006. Statutory surplus reserve In accordance with the relevant laws and regulations of the PRC and the Company and its Subsidiaries' articles of association, the Company and its Subsidiaries are required to appropriate 10% of its net profit, 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. Approximately Rmb415.53 million (2005 - Rmb357.493 million) have been appropriated to statutory surplus reserve for the year ended 31 December 2006. Statutory public welfare fund Pursuant to the revised Company Law of the PRC, effective since 1 January 2006, statutory public welfare fund was abolished and accordingly, the Company and its Subsidiaries transferred the balance of statutory public welfare fund of approximately Rmb559.456 million to statutory surplus reserve. Discretionary surplus reserve In accordance with the Company and its Subsidiaries' articles of association, the appropriation of profit to the discretionary surplus reserve and its utilisation are made in accordance with the recommendation of the Board and is subject to shareholders' approval at the general meeting. On 30 March 2007, the Board proposed an appropriation of profit of approximately Rmb1,020.774 million to the discretionary surplus reserve for the year ended 31 December 2006 (2005 - Rmb759.91 million). The proposed profit appropriation is subject to the shareholders' approval at the next general meeting. 7 EARNINGS PER SHARE AND DIVIDEND PER SHARE The calculation of basic earnings per share for the year ended 31 December 2006 was based on the profit attributable to equity holders of the Company of approximately Rmb2,777.781 million (2005 - Rmb2,351.056 million) and on the weighted average number of 5,187.507 million shares (2005 - 5,162.849 million shares) in issue during the year. 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. The convertible debt is assumed to have been converted into ordinary shares and the net profit is adjusted to eliminate the interest expenses less the tax effect. 2006 2005 Profit attributable to equity holders of the Company (Rmb'000) 2,777,781 2,351,056 Interest expense on convertible bonds (net of tax) (Rmb'000) 38,625 38,639 Profit used to determine diluted earnings per share (Rmb'000) 2,816,406 2,389,695 Weighted average number of ordinary shares in issue (shares in thousand) 5,187,507 5,162,849 Adjustments for assumed conversion of convertible debt (shares in thousand)* 222,127 222,127 Weighted average number of ordinary shares for diluted earnings per share (shares in thousand) 5,409,634 5,384,976 Diluted earnings per share (Rmb)* 0.52 0.44 * As at 31 December 2006 and 2005, the conversion price was HKD5.4 per share. Proposed dividends per share for the year ended 31 December 2006 were calculated based on the proposed dividends of approximately RMB1,348.714 million (2005 - RMB1,177.13 million) dividend by the number of 5,753,555,774 shares in issue as at 30 March 2007 (31 December 2006 - 5,662,849,000 shares, 31 December 2005 - 5,162,849,000 shares). 8 ACCOUNTS RECEIVABLE Accounts receivable of the Company and its Subsidiaries mainly represent the receivables from the respective regional or provincial grid companies for tariff revenue. These receivables are unsecured and non-interest bearing. The tariff revenue is settled on a monthly basis according to the payment provisions in the power purchase agreements. As at 31 December 2006 and 2005, all tariff revenues receivables from the respective grid companies were aged within three months, and no doubtful debt provisions were considered necessary. 9 CONVERTIBLE BONDS On 9 September 2003, the Company issued USD153,800,000, 0.75% convertible bond at a nominal value of USD153,800,000. The bonds will mature in 5 years from the issue date at their nominal value of USD153,800,000 unless converted into the Company's ordinary shares at the holder's option at the announced conversion price, which initially was HKD5.558 per share. On 20 May 2005, the Company adjusted the conversion price to HKD5.4 per share. The conversion price is subject to adjustment in certain circumstances with a fixed rate of exchange applicable on conversion of the convertible bonds of HKD7.799 per USD1. The fair value of the liability component and the equity conversion component were determined on the issue of the bonds. The fair value of the liability component was calculated using a market interest rate for equivalent non-convertible bonds. The residual amount, representing the value of the equity conversion component, is included in equity in other reserve, net of deferred income tax. In subsequent periods, the liability component continues to be presented on the amortised cost basis, until extinguished on conversion or maturity of the bonds. The equity component is determined on the issue of the bonds and is not changed in subsequent periods. The convertible bonds recognised in the balance sheet as at 31 December 2006 were as follows: 2006 2005 Rmb'000 Rmb'000 Liability component at beginning of the year 1,098,758 1,078,027 Interest expense 57,649 57,671 Interest payments (9,233 ) (9,443 ) Exchange rate adjustment (35,364 ) (27,497 ) Liability component at end of the year 1,111,810 1,098,758 The carrying amount of the liability component as at 31 December 2006 of the convertible bonds approximated its fair value. Interest expense on the bonds is calculated on the effective interest basis of 5.51% (2005 - 5.51%) per annum by applying the effective interest rate for an equivalent non-convertible bonds to the liability component of the convertible bonds after considering the effect of issuance cost. 10 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprised: 2006 2005 Rmb'000 Rmb'000 Construction costs and deposits payable to contractors 5,393,189 3,231,715 Fuel and material costs payable 1,500,801 927,648 Salary and welfare payable 147,078 93,669 Interest rate swap liability 12,766 69,079 Interest payable 137,480 62,780 Assets acquisition payable 50,546 - Others 406,589 173,665 7,648,449 4,558,556 As at 31 December 2006, other than certain deposits for construction which were aged between two and three years, substantially all accounts payable were aged within one year. As at 31 December 2006, the notional principal amount of the outstanding interest rate swap contract of Tuoketuo Power Company was USD200,615,486 (31 December 2005 - USD219,675,000), and the fixed rate and floating rate were 5.15% (31 December 2005 - 5.15%) and 5.61% (31 December 2005 - 3.82%) (LIBOR offered by British Bankers' Association on 13 July 2006), respectively. 11 SUPPLEMENTAL FINANCIAL INFORMATION a) Condensed consolidated balance sheet As at 31 December 2006 2005 Rmb'000 Rmb'000 Net current liabilities (12,103,849 ) (9,433,283 ) Total assets less current liabilities 69,280,948 51,412,958 b) Condensed consolidated income statement 2006 2005 Rmb'000 Rmb'000 Interest expense 2,513,976 1,684,453 Less: amount capitalized in property, plant and equipment (1,014,377 ) (893,358 ) 1,499,599 791,095 Exchange gain, net (144,489 ) (97,285 ) Fair value loss/(gain) on an interest rate swap (23,647 ) (18,316 ) other 27,250 - Finance costs 1,358,713 675,494 Cost of inventories - Fuel 10,663,815 7,531,789 - Spare parts and consumable supplies 164,827 120,569 Depreciation 4,126,842 2,782,471 Dividend income (28,091 ) (45,298 ) Donation 73,702 66,000 Amortisation of deferred housing benefits 68,355 56,618 Gain from sale of available-for-sale investment - (36,285) B. FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS PREPARED UNDER PRC ACCOUNTING STANDARDS 1 FINANCIAL HIGHLIGHTS AND FINANCIAL RATIOS For the year ended 31 December Unit 2006 2005 Variance (%) Revenue from principal operations Rmb'000 24,835,218 17,994,389 38.02 Profit before taxation and minority Rmb'000 4,605,104 3,895,167 18.23 interests Net profit Rmb'000 2,707,291 2,360,740 14.68 Net profit (excluding non-recurring items) Rmb'000 2,766,987 2,385,769 13.78 31 December 31 December 2006 2005 Variance (%) Total assets Rmb'000 89,074,543 64,273,309 38.59 Shareholders' equity (excluding minority Rmb'000 22,683,605 17,964,059 26.27 interests) Net cash flow from operating activities Rmb'000 7,450,924 5,978,100 24.64 For the year ended 31 December Unit 2006 2005 Variance (%) Earnings per share(weighted average) Rmb 0.52 0.46 13.04 Earnings per share (fully diluted) Rmb 0.48 0.46 4.35 Return on net assets(fully diluted) % 11.94 13.14 -1.20 Return on net assets calculated based on net profit excluding non-recurring items (fully diluted) % 12.20 13.29 -1.09 Net cash flow from operating activities Rmb 1.32 1.16 13.79 per share 31 December 31 December 2006 2005 Variance (%) Net assets per share Rmb 4.01 3.48 15.23 Adjusted net assets per share Rmb 3.99 3.44 15.99 Note: Formulas of key financial ratios: Earnings per share (fully = Net profit/Total numbers of ordinary shares at the year end diluted) Return on net assets (fully = Net profit/Shareholders' equity at year end X 100% diluted) Net assets per share = Shareholders' equity at year end/Total numbers of ordinary shares at the year end Adjusted net assets per share = (Shareholders' equity at year end - receivables above three years - prepaid expense - long-term deferred assets)/Total numbers of ordinary shares at the year end 2 PROFIT AND LOSS ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2006 2006 2005 Rmb'000 Rmb'000 1. Revenues from principal 24,835,218 17,994,389 operating activities Less: Cost of principal (17,480,567 ) (12,720,252 ) operation Tax and levies on (279,485 ) (205,439 ) principal operation 2. Profit from principal 7,075,166 5,068,698 operating activities Add: Profit from other 15,010 3,239 operations Less: General and (1,007,094 ) (510,921 ) administrative expenses Financial expenses, net (1,426,042 ) (669,641 ) 3. Operating profit 4,657,040 3,891,375 Add: Income from 37,162 80,309 investment Subsidy income 2,865 2,919 Non-operating income 11,724 42,160 Less: Non-operating (103,687 ) (121,596 ) expenses 4. Profit before taxation 4,605,104 3,895,167 and minority interests Less: Income tax (1,119,546 ) (859,880 ) Minority interests (778,267 ) (674,547 ) 5. Net profit 2,707,291 2,360,740 3 NOTES (1) Basis of presentation The profit and loss accounts of the Company and its Subsidiaries have been prepared in accordance with the Accounting Standards for Business Enterprises and Accounting System for Business Enterprises and related supplementary regulations as promulgated by People's Republic of China ('PRC GAAP'). (2) Comparing with the annual report for the year ended 31 December 2005, there is no material change to the Company and its Subsidiaries' accounting estimates, and there is no error correction on the accounting method during the reporting year. 4 RELATED PARTY TRANSACTIONS (1) Related parties that are controlled by the Company Registered Principal Relationship with Type of Legal Name address activities the Company enterprise representative Tuoketuo Power Huhhot, Inner Power generation A subsidiary of Limited An Company Mongolia the Company liability Hongguang Autonomous Region company Tianjin Datang Jixian,Tianjin Power generation A subsidiary of Limited Yang International the Company liability Hongming Panshan Power company Generation Company Limited ('Panshan Power Company') Hebei Datang Fengning, Hebei Hydropower A subsidiary of Limited Fang International generation the Company liability Zhanling Huaze Hydropower company Development Company Limited ('Huaze Hydropower Company') Shanxi Datang Shuozhou, Power generation A subsidiary of Limited Wang International Shanxi Province the Company liability Xianzhou Shentou Power company Generation Company Limited ('Shentou Power Company') Shanxi Datang Datong, Shanxi Power generation A subsidiary of Limited Yu Libin International Yungang Province the Company liability Thermal Power Company company Limited ('Yungang Thermal Power Company') Yunnan Datang Kaiyuan, Yunnan Power generation A subsidiary of Limited Qiu Ling International Honghe Province the Company liability Power Generation company Company Limited ('Honghe Power Company') Gansu Datang Yongdeng, Gansu Power generation A subsidiary of Limited Qiu Ling International Liancheng Province the Company liability Power Generation company Company Limited ('Liancheng Power Company') Hebei Datang Tangshan, Hebei Power generation A subsidiary of Limited Wang International Province the Company liability Xianzhou Tangshan company Thermal Power Company Limited ('Tangshan Thermal Power Company') Yunnan Datang Jinping, Yunnan Hydropower A subsidiary of Limited Zhang Yi International Nalan Province generation the Company liability Hydropower (under company Development construction) Company Limited ('Nalan Hydropower Company') Yunnan Datang Simao, Yunnan Hydropower A subsidiary of Limited Zhang Yi International Province generation the Company liability Lixianjiang (under company Hydropower construction) Development --Company Limited ('Lixianjiang Hydropower Company') Shanxi Datang Yuncheng, Shanxi Power generation A subsidiary of Limited Qiu Ling International province (under the Company liability Yuncheng Power construction) company Generation Company Limited ('Yuncheng Power Company') Chongqing Datang Pengshui, Chongqing Hydropower A subsidiary of Limited Liu Lizhi International generation the Company liability Pengshui (under company Hydropower construction) Development Company Limited ('Pengshui Hydropower Company') Jiangsu Datang Qidong, Jiangsu Power generation A subsidiary of Limited Liu Lizhi International Province (under the Company liability Lusigang Power construction) company Generation Company Limited ('Lusigang Power Company') Guangdong Datang Chaozhou, Power generation A subsidiary of Limited Wei Yuan Internatinal Guangdong the Company liability Chaozhou Power Province company Generation Company Limited ('Chaozhou Power Company') Fujian Datang Ningde, Fujian Power generation A subsidiary of Limited Yang Hongming International Province the Company liability Ningde Power company Generation Company Limited ('Ningde Power Company') Datang International Hongkong Power related A subsidiary of Limited Wei Yuan (Hong Kong) Limited consulting the Company liability ('Datang Hong Kong') services company Chongqing Wulong, Hydropower A subsidiary of Limited Liu Lizhi Datang Chongqing generation the Company liability International (under company Wulong Hydropower construction) Development Company Limited ('Wulong Hydropower Company') Yunnan Datang Wenshan, Hydropower A subsidiary of Limited Qiu Ling International Yunnan Province generation the Company liability Wenshan (under company Hydropower construction) Development Company Limited ('Wenshan Hydropower Company') Hebei Datang Tangshan, Power generation A subsidiary of Limited An Hongguang International Hebei Province the Company liability Wangtan company Power Generation Company Limited (Wangtan Power Company) Chongqing Shizhu, Chongqing Power generation A subsidiary of Limited Liu Lizhi Datang International (Pre-construction) the Company liability Shizhu Power Generation company Company Limited (Shizhu Power Company) Inner Mongolia Datang Duolun, Inner Hydropower A subsidiary of Limited Liu Lizhi International Duolun Mongolia generation the Company liability Hydropower Multiple Autonomous Region company Development Company Limited (Duolun Hydropower Company) Sichuan Datang Ganzi, Sichuan Hydropower A subsidiary of Limited Liu Lizhi International Ganzi Province generation the Company liability Hydropower (pre-construction) company Development Company Limited ('Ganzi Hydropower Company') Datang International Fengtai District, Coal related A subsidiary of Limited Liu Lizhi Chemistry Technique Beijing service the Company liability Development Company company Limited ('Chemistry Technique Development Company') Beijing Datang Fuel Xicheng District, Coal sales, A subsidiary of Limited Yang Hongming Company Limited Beijing investment the Company liability ('Fuel Company') management, company technical service Inner Mongolia Datang Zuozi, Inner Wind Power A subsidiary of Limited Zhu Pingli International Zhuozi Mongolia generation the Company liability Wind Power Company Autonomous Region (pre-construction) company Limited ('Zhuozi Wind Power Company') (2) Registered capital and changes in registered capital of related parties that are controlled by the Company 31 December Current year 31 December Name Currency 2005 additions 2006 Rmb'000 Rmb'000 Rmb'000 Tuoketuo Power Company Rmb 1,614,020 100,000 1,714,020 Panshan Power Company Rmb 831,253 - 831,253 Huaze Hydropower Company Rmb 59,162 - 59,162 Shentou Power Company Rmb 748,520 - 748,520 Yungang Thermal Power Company Rmb 250,000 - 250,000 Honghe Power Company Rmb 109,157 305,393 414,550 Liancheng Power Company Rmb 98,000 - 98,000 Tangshan Thermal Power Company Rmb 380,264 - 380,264 Nalan Hydropower Company Rmb 28,477 - 28,477 Lixianjiang Hydropower Company Rmb 60,000 200,000 260,000 Yuncheng Power Company Rmb 10,000 89,625 99,625 Pengshui Hydropower Company Rmb 125,000 - 125,000 Lusigang Power Company Rmb 50,000 - 50,000 Chaozhou Power Company Rmb 30,000 - 30,000 Ningde Power Company Rmb 50,000 200,000 250,000 Datang Hong Kong HKD 23,511 - 23,511 Wulong Hydropower Company Rmb 50,000 - 50,000 Wenshan Hydropower Company Rmb 60,000 - 60,000 Wangtan Power Company Rmb - 450,000 450,000 Shizhu Power Company Rmb - 10,000 10,000 Duolun Hydropower Company Rmb - 28,520 28,520 Ganzi Hydropower Company Rmb - 50,000 50,000 Chemistry Technique Development Company Rmb - 50,000 50,000 Fuel Company Rmb - 80,000 80,000 Zhuozi Wind Power Company Rmb - 20,000 20,000 (3) Equity shares and changes in equity shares held by parties that are controlled by the Company Name 31 December 2005 Current Year Addition 31 December 2006 Amount % Amount % Amount % Rmb'000 Rmb'000 Tuoketuo Power Company 1,028,414 60% - - 1,028,414 60% Panshan Power Company 623,440 75% - - 623,440 75% Huaze Hydropower Company 53,500 90.43% - - 53,500 90.43% Shentou Power Company 448,920 60% 480 - 449,400 60% Yungang Thermal Power Company 200,000 80% - - 200,000 80% Honghe Power Company 77,680 70% 212,510 - 290,190 70% Liancheng Power Company 151,530 55% - - 151,530 55% Tangshan Thermal Power Company 304,211 80% - - 304,211 80% Nalan Hydropower Company 14,520 51% 29,730 - 44,250 51% Lixianjiang Hydropower Company 70,000 70% 112,000 - 182,000 70% Yuncheng Power Company 79,700 80% 50,000 - 129,700 80% Pengshui Hydropower Company 150,000 40% 98,900 - 248,900 40% Lusigang Power Company 119,000 90% - - 119,000 90% Chaozhou Power Company 135,000 75% - - 135,000 75% Ningde Power Company 127,500 51% 61,200 - 188,700 51% Datang Hong Kong 23,511 100% - - 23,511 100% Wulong Hydropower Company 25,500 51% - - 25,500 51% Wenshan Hydropower Company 36,000 60% - - 36,000 60% Wangtan Power Company - - 315,000 70% 315,000 70% Shizhu Power Company - - 7,000 70% 7,000 70% Duolun Hydropower Company - - 14,550 51% 14,550 51% Ganzi Hydropower Company - - 40,000 80% 40,000 80% Chemistry Technique Development - - 50,000 100% 50,000 100% Company Fuel Company - - 80,000 100% 80,000 100% Zhuozi Wind Power Company - - 20,000 100% 20,000 100% (4) Nature of related parties that are not controlled by the Company Name of related parties Nature of relationship China Datang Group ('China Datang') Substantial Shareholder Tianjin Jinneng Investment Company Shareholder ('Tianjin Jinneng') North China Electric Power Research An associate of the Company Institute Company Limited ('NCEPR') Beijing Texin Datang Heat An associate of the Company Company Limited ('Datang Texin') Ningxia Datang International Daba Power An associate of the Company Generation Company Limited ('Daba Power Company') Tongmei Datang Tashan Coal Mine An associate of the Company Company Limited ('Tashan Coal Mine') Datang Finance An associate of the Company (5) Related party transactions Note 2006 2005 Rmb'000 Rmb'000 Ash disposal fee to China Datang (a) 57,892 57,892 Rental fee to China Datang (b) 7,228 7,228 Technical supervision, assistance and testing service fee to NCEPR (c) 53,626 49,174 Heat revenue from Datang Texin (d) 43,767 34,833 Fuel management fee to China Datang (e) 5,151 5,229 Sales of a project to China Datang (f) - 210,615 Acquisition of Tangshan Power Plant from China Datang (g) - 157,000 Interest expense to Datang Finance (h) 49,915 263 Interest expense to Tianjin Jinneng (i) 99 - (a) The ash disposal fee was determined based on ash disposal operating costs, taxes, depreciation of ash yards and a profit margin at 5% to 10% of the total costs incurred by China Datang. As at 31 December 2006, the balance due to China Datang amounted to Rmb57.892 million (31 December 2005 - Nil), which was included in other payable. (b) The Company has leased buildings of 141,671(2005 - 141,671) square metres from China Datang for an annual rental rate of approximately Rmb7.228 million in 2006. As at 31 December 2006 the balance due to China Datang amounted Rmb7.228 million (31 December 2005 - Nil), which was included in the other payable. (c) NCEPR provides technical supervision, assistance and testing services to the Company and its Subsidiaries in relation to the power generation equipment and facilities. Pursuant to the Technical Supervision Services Contract, such services are charged at a pre-determined rate based on the installed capacity of the Company and its Subsidiaries. As at 31 December 2006, the balance due to NCEPR amounted to Rmb7.542 million (31 December 2005 - Rmb799,000), which was included in accounts payable. (d) Part of the Company's sales of heat for the year was made to Datang Texin. As at 31 December 2006, the balance due from Datang Texin amounted to Rmb44.456 million (31 December 2005 - Rmb10.117 million), and was unsecured, non-interest bearing and included in accounts receivable. (e) In 2006, China Datang provided fuel management and development services to the Company. These services were charged at Rmb0.30 (2005 - Rmb0.30) per ton of coal purchased. As at 31 December 2006, there is no balance due to China Datang (2005 - Nil). (f) Based on the agreement signed with China Datang on 24 August 2005, the Company transferred an office project to China Datang. The transfer price was approximately Rmb210.615 million, which represented the costs incurred by the Company in this project. (g) In 2004, Tangshan Thermal Power Company, a subsidiary of the Company and China Datang entered into an agreement under which Tangshan Thermal Power Company agreed to acquire the net assets of Tangshan Power Plant from China Datang. After obtaining all necessary government approvals on the transaction and the payment of the consideration of Rmb157 million, the above acquisition became effective on 20 June 2005. (h) As at 31 December 2006, the Company and its Subsidiaries had a short-term loan payable to Datang Finance amounted approximately Rmb761.2 million (31 December 2005- Rmb187 million), and a long-term loan payable to Datang Finance amounted to approximately Rmb189.5 million (31 December 2005 - Nil). (i) As at 31 December 2006, Tianjin Jinneng provided entrusted lending to Shentou Power Company, the Company's subsidiary, via Shenzhen Development Bank Tianjin Beichen Branch, amounted 50 million (31 December 2005 - Nil). (j) North China Grid Company ('NCG') and the minority shareholders of the Company's subsidiaries and jointly controlled entities had provided guarantees for the Company and its Subsidiaries' loans totalling approximately Rmb3,930 million as at 31 December 2006 (31 December 2005 - Rmb5,308 million). Pursuant to the Entities Transfer Agreement, China Datang will assume all of NCG's obligations in relation to the guarantees provided for by the Company and its Subsidiaries. The legal procedures of this arrangement were still in process as at 31 December 2006. (k) As at 31 December 2006, the Company had provided guarantees for loans to its associates, Datang Texin, Daba Power Company and Tashan Coal Mine, Tashan Power Generation according to the Company's shareholding percentage in its associates totalling approximately Rmb1,085 million (31 December 2005 - Rmb905 million). (6) Receivables from/payables to related parties 31 December 2006 31 December 2005 Amount % Amount % Rmb'000 Rmb'000 Accounts Receivable Datang Texin 44,456 1.33% 10,117 0.72% Accounts Payable NCEPR 7,542 0.11% 799 0.02% Other Payable China Datang 65,120 14.63% - - 5 NET ASSETS AND NET PROFIT RECONCILIATION BETWEEN PRC GAAP AND IFRS The consolidated financial statements, which are prepared by the Company and its Subsidiaries in conformity with PRC GAAP, differ in certain respects from IFRS. Major differences between PRC GAAP and IFRS, which affect the net assets and net profit of the Company and its Subsidiaries, are summarized as follows: Net assets 31 December 2006 31 December 2005 Rmb'000 Rmb'000 Net assets under PRC GAAP 22,683,605 17,964,059 Impact of IFRS adjustments: Minority interests* 3,282,691 2,470,093 Difference in the recognition policy on housing benefits to (1) 74,693 112,039 employees Difference in accounting treatment on long-term deferred (2) (65,791) (177,080) expenses Difference in accounting treatment on interest rate swap (3) (77,828) (108,998) Difference in capitalisation of borrowing costs (4) 428,171 304,338 Difference in the commencement of depreciation of fixed assets (5) (106,466) (106,466) Difference in accounting treatment on convertible bonds (6) 91,742 145,341 Difference in accounting treatment on monetary housing (7) 225,539 76,428 benefits Difference in accounting treatment of performance payroll (8) - 100,000 accrual Difference in accounting treatment of the investment of Daqin Railway Company Ltd ('Daqin Railway') (9) 974,317 - Including: Such difference from associates 114,291 - Others (31,241) (17,622) Applicable deferred tax impact of the above GAAP differences (10) (278,714) (33,195) Net assets under IFRS 27,200,718 20,728,937 Net profit Year 2006 Year 2005 Rmb'000 Rmb'000 Net profit under PRC GAAP 2,707,291 2,360,740 Impact of IFRS adjustments: Minority interests * 778,267 674,547 Difference in the recognition policy on housing benefits to employees (1) (37,346) (37,346) Difference in accounting treatment on long-term deferred expenses (2) 111,289 (83,856) Difference in accounting treatment on interest rate swap (3) 31,170 58,706 Difference in capitalisation of borrowing costs (4) 123,833 47,644 Difference in the commencement of depreciation of fixed assets (5) - (51,310) Difference in accounting treatment on convertible bonds (6) (53,599) (52,544) Difference in accounting treatment on monetary housing benefits (7) (31,009) (19,272) Difference in accounting treatment of performance payroll accrual (8) (100,000) 100,000 Others 14,167 3,757 Applicable deferred tax impact of the above GAAP differences (10) 38,290 48,564 Net profit under IFRS 3,582,353 3,049,630 * Consistent with disclosure requirement of revised IAS1-Presentation of Financial Statements, minority interests in the consolidated net assets and net profit under IFRS should be included as a portion of total equity and total profit attributable to shareholders respectively. (1) Difference in the recognition policy on housing benefits to employees The Company provided housing to its employees at a discount price. The price difference between the selling price and the cost of housing is considered a housing benefit and is borne by the Company. For PRC statutory reporting purposes, in accordance with the relevant regulations issued by the Ministry of Finance of the PRC, the total housing benefits provided by the Company 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 are recognised on a straight-line basis over the estimated remaining average service lives of the employee. (2) Difference in accounting treatment on long-term deferred expenses Under PRC GAAP, expenses incurred during construction stage but cannot be capitalised are accumulated in long-term deferred expenses and charged into the profit and loss account upon the commencement of commercial operation of a company. Under IFRS, such expenses are charged to profit and loss accounts when incurred. (3) Difference in accounting treatment on interest rate swap To hedge the interest risk derived from the long-term borrowings denominated in US dollar, an interest rate swap contract was entered into between Tuoketuo Power Company, a subsidiary of the Company, and a financial institution. Pursuant to this interest rate swap contract, Tuoketuo Power Company swapped a floating-rate borrowing for a fixed-rate borrowing with the same notional principal amount. Under PRC GAAP, interest rate swapped contract is disclosed as an off balance sheet item. Under IFRS, derivatives are recognised in the balance sheet at fair value as assets or liabilities, based on the market condition at each balance sheet date. Due to the fact that the interest rate swap contract does not qualify for hedge accounting in accordance with IAS 39, the changes in its value are included in the profit and loss accounts. (4) Difference in capitalisation of borrowing costs Under PRC GAAP, capitalisation of interests is limited to specific borrowings. No interest can be capitalised on general borrowings. In accordance with IAS 23, a company capitalises interest on general borrowings used for the purpose of obtaining a qualified fixed assets in addition to the capitalisation of interest on specific borrowings. The GAAP difference of capitalised interests on general borrowings also causes the difference of depreciation expense of relevant fixed assets. (5) Difference in the commencement of depreciation of fixed assets Under PRC GAAP, depreciation of fixed assets commences from one month after the relevant assets are completed and ready for its intended use. Under IFRS, depreciation commences immediately when the relevant assets are ready for its intended use. (6) Difference in accounting treatment on convertible bonds Under PRC GAAP, convertible bonds are presented at principal together with interest payable. Under IFRS, the proceeds received on the issue of convertible bonds are allocated into liability and equity components. Upon initial recognition, the liability component represented the present value, at the issuance date, of the contractually determined stream of cash flows discounted at the market interest rate for instruments of comparable credit status providing substantially the same cash flows, on the same terms but without the conversion option. The equity component is then determined by deducting the liability component from the proceeds received on the issue of the bonds. Relating interest expenses are recognised using effective interest rate. (7) Difference in accounting treatment on monetary housing benefits Under PRC GAAP, the monetary housing benefits provided to employees who started work before 31 December 1998 were directly deducted from the statutory public welfare fund after approval by the general shareholders' meeting of the Company. Under IFRS, these benefits are recorded as deferred assets and amortised on a straight-line basis over the estimated service lives of relevant employee. (8) Difference in accounting treatment of performance payroll accrual Performance payroll accrued under PRC GAAP, in accordance with relevant government policies, but not paid out at the end of the year does not meet all the criteria of recognising liabilities under IFRS. Therefore these unpaid balances were reversed under IFRS. (9) Difference in accounting treatment of the investment of Daqin Railway Under PRC GAAP, the Company and its Subsidiaries' long-term investment in Daqin Railway is accounted for using cost method. The carrying amount of this long-term investment remains unchanged except for additions or withdrawal of investment. After Daqin Railway's shareholding structure reform during the year 2006, the legal person shares held by the Company and its Subsidiaries were allowed to trade in the open market. In accordance with IAS 39, given that the shares held by the Company and its Subsidiaries can now be freely traded, they have been revalued at the year end based on the closing market rate. A gain or loss on the available-for-sale investment shall be recognized directly in equity, except for impairment losses and foreign exchange gains and losses, until the investment is derecognized, at which time the cumulative gain or loss previously recognized in equity shall be recognized in profit or loss. (10) Applicable deferred tax impact on the above GAAP differences This represents deferred tax effect on the above GAAP differences where applicable. II. MANAGEMENT DISCUSSION AND ANALYSIS The Company is one of the largest independent power companies in the PRC, primarily engaged in power generation businesses mainly focusing on coal-fired power generation. Currently, the Company wholly owns 4 operating power plants and manages 28 power generation companies (projects) and other power companies. As at 31 December 2006, the Company managed a total installed capacity of 19,430 MW. The power generation businesses of the Company are primarily distributed in the North China Power Grid (including the Beijing-Tianjin-Tangshan ('BTT') Power Grid and the Shanxi Power Grid), the Zhejiang Power Grid, as well as the Gansu Power Grid, the Yunnan Power Grid, the Fujian Power Grid and the Guangdong Power Grid. During 2006, the PRC economy maintained a relatively fast growth under a favourable domestic macroeconomic environment, recording an impressive gross domestic product ('GDP') growth rate of 10.7%. The continued upswing in the domestic macroeconomic environment laid the development base for the power generation industry. During the Year, the country added generation units of approximately 100,000 MW, while the social power consumption increased by 14% over the Previous Year. Nationwide power generation increased by approximately 13.5% over the Previous Year. The power generation of the main service areas for the power generation businesses of the Company and its Subsidiaries also maintained rapid growth, with the respective power generation of the BTT Power Grid, the Shanxi Power Grid and the Zhejiang Power Grid having increased by approximately 14.36%, 16.96% and 30.74%, respectively, over the Previous Year. (A) Business Review During the Year, the nationwide shortage of supply of electricity was further alleviated due to the commencement of substantial volume of operations of new generation units. Utilisation rates of operating generation units also reported a significant decrease as compared to the Previous Year. Facing the operating pressure in the power market, the Company and its Subsidiaries actively capitalised on market opportunities, diligently carried out effective production operations and overcame difficulties, striving to complete the production objectives of the Year. In 2006, total power generation of the Company and its Subsidiaries amounted to 93.459 billion kWh, an increase of 31.65% as compared to the Previous Year. While power generation increased, the Company and its Subsidiaries further refined their operating strategies to strive for higher production level and revenue. Accordingly, the overall economic efficiency of the Company and its Subsidiaries reported a relatively significant increase over the Previous Year. During the Year, the Company and its Subsidiaries realised a consolidated operating revenue of approximately RMB24,835 million, representing an increase of approximately 38.02% as compared to the Previous Year. Consolidated net profit was approximately RMB2,778 million, representing an increase of approximately 18.16% as compared to the Previous Year. 1. Production As at 31 December 2006, total power generation of the Company and its Subsidiaries for the Year amounted to 93.459 billion kWh, an increase of 31.65% when compared to the Previous Year. Total on-grid power generation of the Company and its Subsidiaries amounted to 87.902 billion kWh, an increase of 31.83% when compared to the Previous Year. The increases in total power generation and on-grid power generation were mainly attributable to the following reasons: (1) Increased capacity of operating generation units: Compared to the corresponding period of the Previous Year, the Company and its Subsidiaries has increased its installed capacity by 5,620 MW of the Year, thereby substantially increasing the overall power generation capacity of the Company and its Subsidiaries. (2) Increased demand in service areas: During the Year, the power demand within the service areas of the Company and its Subsidiaries - the BTT Power Grid, the Shanxi Power Grid, the Gansu Power Grid, the Yunnan Power Grid, the Zhejiang Power Grid and the Guangdong Power Grid - maintained rapid growth. (3) Improvement in operating reliability of generation units: During the Year, the operating generation units of the Company and its Subsidiaries achieved an equivalent availability factor of 94.71%, representing an increase of 1.56 percentage points when compared to the Previous Year. 2. Environmental Protection While endeavouring to increase power generation, the Company also put strong emphasis on the implementation of environmental protection projects in accordance with the State's environmental protection requirements. As at the end of 2006, the installed capacity of the Company and its Subsidiaries with desulphurisation facilities in use accounted for 67.3% of the coal-fired units of the Company and its Subsidiaries. Meanwhile, desulphurisation upgrade projects for units totalling 1,600 MW are currently in progress. As desulphurisation upgrade projects are under way, renovation works with respect to flue-gas denitro-oxidisation facilities of the Company and its Subsidiaries also commenced, of which the project at Gao Jing Thermal Power Plant was classified as a State model project. During the Year, the Company has also invested in treatment programmes on pollution sources, such as the ash yards, the coal yards and noises from water towers, of relevant power plants. During the Year, the Company and its Subsidiaries invested the capital of a total of approximately RMB780 million on relevant environmental protection projects. 3. Operational Management During the Year, the Company and its Subsidiaries achieved a consolidated operating revenue of approximately RMB24,835 million, representing an increase of approximately 38.02% as compared to the Previous Year. Consolidated net profit amounted to approximately RMB2,778 million for the Year, an increase of approximately 18.16% as compared to the Previous Year. During the Year, the Company and its Subsidiaries faced operating pressures brought by a decline in utilisation hours in the power market, persistent high fuel prices, and continuous rises in charges for environmental protection and water supply. However, the Company and its Subsidiaries achieved a continued and stable profit growth through efforts to increase revenues and reduce expenses and the implementation of various corresponding measures. (1) Through various efforts to implement the tariff policies, the on-grid power tariff (tax included) increased by RMB13.49 per MWh as compared to the Previous Year, leading to an increase of approximately RMB1,100 million in sales revenue over the Previous Year. (2) The power generation structure was appropriately adjusted to fully utilise the efficient and energy-conserving units so as to generate more electricity and maximise revenues. (3) More sophisticated energy conservation measures were implemented to increase revenues and lower costs. Accordingly, coal consumption for power generation decreased by approximately 7.3g per kWh over the Previous Year, while the consolidated electricity consumption rate of the plants decreased by approximately 0.14 percentage point as compared to the Previous Year. (4) Financing channels were expanded to reduce financing costs. In December 2006, the Company issued 500 million A Shares to raise net proceeds of approximately RMB3,279 million. During the Year, the Company also issued 'short-term commercial papers' in the inter-bank bond market for RMB1,000 million with a composite financing cost of approximately 3.59%, resulting in savings in financing costs when compared to the bank loan rate (6.12%) for an equivalent term. 4. Business Expansion During the Year, the Company continued to implement its development strategies, which include the transformation from a single mode of coal-fired power generation to the development of renewable energy including hydropower, nuclear power, wind power, and the transformation of the business structure from simply a power generator into an integrated industry chain of power-related businesses. As a result of the implementation of the above-mentioned development strategies, the Company and its Subsidiaries had an aggregate of 5,620 MW of new generation capacity commencing commercial operation successively during the Year. Remarkable breakthroughs were also made in the development of nuclear power generation as well as power-related upstream and downstream projects such as coal mine-power plant-railway integration and railway construction. (1) Thermal projects: During the Year, coal-fired generation units of the Company and its Subsidiaries, with a total capacity of approximately 5,400 MW, commenced commercial operation. These included four 600 MW power generation units of Wushashan Power Project, two 600 MW power generation units of Chaozhou Power Company, two 600 MW power generation units of Ningde Power Company and two 300 MW power generation units of Honghe Power Company. (2) Hydropower projects: During the Year, the Company and its Subsidiaries added a capacity of 220 MW in hydropower units, including two 50 MW hydropower generation units at Nalan Hydropower Company and two 60 MW hydropower generation units at Lixianjiang Hydropower's Yayangshan Project. (3) Nuclear power project: In 2005, the Company entered into an investment agreement with Guangdong Nuclear Investment Company Limited to participate in the construction of two nuclear power generation units of 1,000 MW each. At present, the project is included in the electric power development scheme of Fujian Province's 'Eleventh Five-Year Plan', and was already submitted to the National Development and Reform Commission for including the same in the State's 'Eleventh Five-Year Plan'. During the Year, the State has given consent for the commencement of relevant preliminary works of the project. (4) Wind power project: The construction work of Bayin Wind Power Plant Phase I (40 MW) in Zhuozi, developed and constructed by the Company's wholly-owned subsidiary 'Inner Mongolia Datang International Zhouzi Wind Power Co., Ltd.' ('Zhuozi Wind Power Company'), has officially commenced. The project includes 32 wind power generation units of 1.25 MW each, and it is expected that all units of the project will commence operation in 2007. (5) Other energy projects: As at the end of 2006, the Company had signed the 'Qiancao Railway Construction Project Investment Agreement' (Chinese Word) with six companies including the Beijing Railway Bureau, establishing 'Tanggang Railway Limited Liabilities Company' (Chinese Word) and 'Hebei Yuzhou Energy Consolidated Development Company Limited' (Chinese Word), to promote the consolidated development of coal mining, railway and power plants. The Ta Shan Coal Mine in Shanxi, a project of which the Company invested and got the development right, has formed its production capacity in 2006. Meanwhile, Unit 2 of the open-cut coal mine located east of Shengli Coal Mine in Xilinhaote City, Inner Mongolia, has completed the mining site border adjustment. In March 2007, the Company entered into an equity transfer agreement with Inner Mongolia Huineng Group to participate in the development of Changtan Coal Mine in Ordos City of Inner Mongolia, which will further secure the coal supply for the power plants of the Company and its Subsidiaries. (B) Major Financial Indicators and Analysis In 2006, the Company realised RMB24,835 million in revenue from principal operations, representing a 38.02% increase over the Previous Year. A net profit of RMB2,778 million was realised, representing an 18.16% increase over the Previous Year. Basic earnings per share was approximately RMB0.54, representing an increase of RMB0.08 per share over the Previous Year. 1. Operating Revenue The Company is principally engaged in power generation businesses. The Company's revenue from principal operations comprises revenue from electricity sales and revenue from heat sales. In 2006, the Company realised an operating revenue of RMB24,835 million, representing an increase of RMB6,841 million or 38.02% over the Previous Year, owing to the following reasons: • Increase in installed capacity and on-grid power generation. During the Year, the Company's installed capacity under management increased by 5,620 MW as compared to the Previous Year while on-grid power generation increased by 21.6 billion kWh, as a result of commencement of new generation units. As such, revenue increased by approximately RMB5,700 million accordingly. • Increase in average power tariff. As a result of the continued implementation of the fuel-tariff pass-through mechanism and the increase in on-grid power generation for desulphurised units with upward-adjusted tariffs, the Company's average on-grid tariff increased. Compared to the Previous Year, the average on-grid tariff (tax included) increased by approximately RMB13.49 per MWh. 2. Operating Costs In 2006, the total operating costs of the Company and its Subsidiaries amounted to RMB18,847 million, representing an increase of 39.66% over the Previous Year's RMB13,495 million. The major reasons were increases in fuel costs and depreciation. During the Year, fuel costs accounted for 56.58% of operating costs. Following the increases of the Company's newly commenced operating generation units and power generation, as well as the continued rise in nationwide fuel prices, fuel costs increased by RMB3,132 million or approximately 41.58% over the Previous Year, an increase in magnitude exceeding that of power sales revenue. Of such increased amount, the increase in fuel costs as a result of a rise in on-grid electricity volume amounted to approximately RMB1,887 million. The rise in fuel prices has pushed up the unit fuel cost, which has in turn led to an increase in fuel costs of approximately RMB1,225 million. The increase in fuel costs due to increase in heat supply amounted to RMB30 million. During the Year, fixed costs increased by RMB2,146 million as compared to the Previous Year, which was mainly attributable to the increases in depreciation charges for generation units, maintenance costs, water expenses and pollution discharge fees incurred by newly commenced generation units of the Company during the Year. Among these, the depreciation charges increased by approximately 48.41% over the Previous Year. 3. Financing Costs In 2006, financing costs of the Company amounted to RMB1,359 million, representing an increase of approximately RMB684 million as compared to the Previous Year. The relatively rapid increase was attributable to the increase in interest expenses on short-term and long-term loans for the Company's newly commenced operating companies during the Year. 4. Profit During the Year, the Company and its Subsidiaries reported a consolidated profit before tax amounting to RMB4,664 million in total, up 20.74% as compared to the Previous Year. Consolidated net profit amounted to approximately RMB2,778 million, up 18.16% as compared to the Previous Year. The increase in the Company's profit was mainly attributable to the Company's further expansion in its operating scale, tariff adjustments and stringent and effective cost controls by the Company. 5. Financial Position As at 31 December 2006, total consolidated assets of the Company and its Subsidiaries amounted to approximately RMB90,711 million, representing an increase of approximately RMB26,175 million as compared to the Previous Year. Total consolidated liabilities amounted to approximately RMB63,510 million, representing an increase of approximately RMB19,703 million as compared to the Previous Year. Minority interests amounted to approximately RMB3,305 million, representing an increase of approximately RMB902 million as compared to the Previous Year. Total equity amounted to approximately RMB27,201 million, representing an increase of approximately RMB6,472 million as compared to the Previous Year. The increase in total assets mainly resulted from the implementation of the expansion strategy by the Company and its Subsidiaries which led to a corresponding increase in investments in construction-in-progress and new power generation units, as well as the Company's issue of 500 million A shares by the end of the Year, raising approximately RMB3,279 million in net proceeds. 6. Liquidity As at 31 December 2006, the asset-to-liability ratio for the Company and its Subsidiaries was approximately 70.01%. The net debt-to-equity ratio (i.e. (loans + convertible bonds - cash and cash equivalents - bank deposits - marketable securities)/total equity) was approximately 180.79%. As at 31 December 2006, total cash and cash equivalents and bank deposits with a maturity of over 3 months of the Company and its Subsidiaries amounted to approximately RMB4,451 million, of which an amount equivalent to approximately RMB54 million was in foreign currencies. The Company and its Subsidiaries had no entrusted deposits or overdue fixed deposits during the Year. As at 31 December 2006, short-term loans of the Company and its Subsidiaries amounted to approximately RMB9,300 million which bore annual interest rates ranging from 4.70% to 5.67%. Long-term loans (excluding those due within 1 year) amounted to approximately RMB40,274 million and long-term loans due within 1 year amounted to approximately RMB2,943 million, at annual interest rates ranging from 3.60% to 6.39%, of which an amount equivalent to approximately RMB2,860 million was denominated in US dollar. The Company and its Subsidiaries pay regular and active attention to foreign exchange market fluctuations and constantly assess foreign currency risks. As at 31 December 2006, North China Grid Company Limited ('NCG', originally North China Power (Group) Corp. and its subsidiaries) and some minority shareholders of the Company's Subsidiaries provided guarantees for the loans of the Company and its Subsidiaries amounting to approximately RMB3,930 million. The Company had not provided any guarantee in whatever forms for any other company apart from its Subsidiaries, jointly controlled entity and associates. (C) Outlook for 2007 In 2007, the Company is faced with a daunting task of achieving solid results and maintaining a stable and healthy development in view of both opportunities and challenges lying ahead. According to forecasts, growth in the PRC economy would remain steady in 2007. GDP is expected to grow by about 8% while power consumption in the PRC is expected to grow at around 12.5%. Such a scenario will provide new development opportunities to the Company and its Subsidiaries. The further expansion of the Company's service areas has strengthened the Company's ability to weather risks and the ability to carry out sustainable development. With electricity demand-supply going from a tight condition to a basically steady condition, utilisation rates of power generation units are expected to decrease slightly with market competition intensifying. In addition, the uncertainties regarding coal prices and coal quality will increase the difficulty for cost control and operation management. In 2007, the Company will focus on the following tasks: 1. Continuing the implementation of the Company's diversified development strategy, by actively pursuing the expansion of the Company in coal-fired power, renewable energy projects such as hydropower and wind power, nuclear power, coal mining, railway and development of power-related upstream and downstream projects. 2. Strengthening production safety management to ensure safety, stability and power generation increase. 3. Strengthening the management of construction quality and schedule, so as to ensure 2,300 MW of coal-fired units, 1,150 MW of hydropower units and 44 MW of wind power units will commence operation in good order within 2007. 4. Reinforcing the management of energy conservation and consumption reduction and appropriately optimising the power generation structure, so as to maintain and enhance the overall efficiency level of the Company. 5. Enhancing the efficiency of capital utilisation by expanding financing channels and reducing financing costs. 6. Exercising stringent cost controls and dedicating efforts to raise revenue and reduce costs. III. SHARE CAPITAL AND DIVIDENDS (A) Share Capital The Company issued 500,000,000 A Shares during the Year. As at 31 December 2006, the total share capital of the Company amounted to 5,662,849,000 Shares, divided into 5,662,849,000 Shares carrying a nominal value of RMB1.00 each. (B) Shareholding of Substantial Shareholders As far as the directors of the Company are aware, as at 31 December 2006, the persons below with interests or short positions in the shares or underlying shares of the Company which are required to be disclosed to the Company under section 336 of the Securities and Futures Ordinance (the 'SFO') (Chapter 571 of the Law of Hong Kong) were as follows: Approximate Approximate Approximate percentage percentage percentage to total issued to total issued to total issued Class of Number of share capital A Shares H Shares Name of Shareholder Shares shares held of the Company of the Company of the Company (%) (%) (%) China Datang A Shares 1,979,620,580 34.96 49 - Corporation Beijing Energy A Shares 671,792,400 11.86 18 - Investment Group Company Limited Hebei Construction A Shares 671,792,400 11.86 18 - Investment Company Tianjin Jinneng A Shares 606,006,300 10.70 15 - Investment Company JPMorgan Chase & Co. H Shares 170,568,692(L) 3.01 - 11.92(L) 126,370,000(P) 2.23 8.83(P) Templeton Asset H Shares 127,528,320(L) 2.25 - 8.91(L) Management Limited UBS AG H Shares 92,316,088(L) 1.63 - 6.45(L) 17,568,000(S) 0.31 - 1.23(S) Allianz SE H Shares 87,618,000(L) 1.55 - 6.12(L) 60,000(S) 0.00 - 0.00 Halbis Capital Management (Hong Kong) H Shares 85,176,000(L) 1.54 - 5.95(L) Morgan Stanley H Shares 72,071,442(L) 1.27 - 5.04(L) 41,363,855(S) 0.73 - 2.89(S) (L) means long position (S) means short position (P) means lending pool (C) Dividends The Board recommended the proposed cash dividend to be distributed amounting to approximately RMB1,348,713,594.50 in total; Based on the total 5,753,555,774 Shares as at 30 March 2007, the cash dividend to be distributed was approximately RMB0.234 per Share (subject to the then number of Shares as at the register date for the purpose of dividends distribution). As there may be further conversion of the US dollar convertible bonds into H Shares between 30 March 2007 and the register date for the Company's distribution of dividends for the Year, it is proposed that the cash dividend per share to be distributed be adjusted on the basis of the actual total number of shares in the register of members as at the register date for the dividend distribution, on the premise that the total amount of proposed cash dividend to be distributed (approximately RMB1,348,713,594.50) remains unchanged. The Board also proposed to utilise the capital reserve fund to issue 10 bonus Shares to the Company's shareholders for every 10 Shares held, in order to reciprocate our shareholders' long-term support and concern, as well as increasing the liquidity of the Shares and expanding the share capital base of the Company. The aforementioned dividend distribution for the Year and capital reserve fund conversion proposals are subject to consideration and approval at the forthcoming general meeting of the Company. An announcement containing relevant details, including the register date(s) for the dividend distribution and capital reserve fund conversion, will be published by the Company as and when appropriate. (D) Shareholding by the Directors and Supervisors As at 31 December 2006, save and except Mr. Fang Qinghai, director of the Company, who was interested in 1,000 A Shares of the Company, none of the directors, supervisors and chief executive of the Company nor their associates had any interest and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of the SFO) that were required to be notified to the Company and The Stock Exchange of Hong Kong Limited (the 'Hong Kong Stock Exchange') under the provisions of 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 or otherwise required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the 'Listing Rules'). IV. SIGNIFICANT EVENTS In December 2006, the Company completed the issue of 500 million A Shares and the A Shares were listed on the Shanghai Stock Exchange of the PRC on 20 December 2006. V. PURCHASE, SALE AND REDEMPTION OF THE COMPANY'S LISTED SECURITIES During the Year, the Company or any of its subsidiaries has not purchased, sold or redeemed any of its listed securities. VI. COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE PRACTICES To the knowledge of the Board, the Company has complied with all of the code provisions in the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules during the Year. VII. COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS Upon specific enquiries made to all the directors of the Company and in accordance with the information provided, the Board confirmed that all directors of the Company have complied with the provisions under the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules during the Year. VIII. AUDIT COMMITTEE In accordance with the Listing Rules, the Company has set up an Audit Committee which comprises 3 independent non-executive directors and 2 non-executive directors of the Company. The Audit Committee is responsible for, among other things, reviewing the Company's financial reporting procedures and internal controls. The Audit Committee has reviewed the accounting principles and methods adopted by the Company and its Subsidiaries with the management of the Company. They have also discussed matters regarding internal controls and the annual financial statements, including the review of the financial statements for year ended 31 December 2006. The Audit Committee considers that the 2006 annual financial statements of the Company and its Subsidiaries have compiled with the applicable accounting standards, and that the Company has made appropriate disclosure thereof. By Order of the Board Zhai Ruoyu Chairman Beijing, the PRC, 30 March 2007 As at the date of this announcement, the directors of the Company are: Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu Chaoan*, Yu Changchun* and Xia Qing* * independent non-executive Directors This information is provided by RNS The company news service from the London Stock Exchange
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