As filed with Securities and Exchange Commission on June 30, 2016 |
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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_______________ |
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FORM 20-F/A |
(Amendment No. 1) |
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_______________ |
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[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF |
THE SECURITIES EXCHANGE ACT OF 1934 |
OR |
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009 |
OR |
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934 |
OR |
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number 001-15264 |
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(Exact name of Registrant as specified in its charter) |
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ALUMINUM CORPORATION OF CHINA LIMITED |
(Translation of Registrant's name into English) |
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_______________ |
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People's Republic of China |
(Jurisdiction of incorporation or organization) |
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_______________ |
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No. 62 North Xizhimen Street, Haidian District, Beijing People's Republic of China (100082) |
(Address of Principal Executive Offices) |
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_______________ |
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Yu Dehui |
No. 62 North Xizhimen Street, Haidian District, Beijing People's Republic of China (100082) |
Tel: (86) 10 8229 8560 |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
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_______________ |
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Securities registered or to be registered pursuant to Section 12(b) of the Act. |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
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Yes [X] No [ ] |
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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Yes [ ] No [X] |
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Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
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Yes [X] No [ ] |
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) [X] Yes [ ] No |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): |
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Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] |
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: |
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U.S. GAAP [ ] International Financial Reporting Standards as issued by the International Accounting Standards Board [X] Other [ ] |
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If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. |
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Item 17 [ ] Item 18 [ ] |
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
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Yes [ ] No [X] |
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Explanatory Note |
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This Annual Report on Form 20-F/A ("Form 20-F/A") is being filed by Aluminum Corporation of China Limited (the "Registrant") as an amendment to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2015 ("Form 20-F"), filed with the U.S. Securities and Exchange Commission ("SEC") on April 15, 2016. |
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Pursuant to Rule 3-09 of SEC Regulation S-X, the Registrant is filing this Form 20-F/A to include the financial statements of our 35%-owned unconsolidated company, Huadian Ningxia Lingwu Power Generation Company Limited, for the years ended December 31, 2013, 2014 and 2015 and as of December 31, 2013, 2014 and 2015. The unaudited consolidated financial statements for the fiscal years ended December 31, 2013 and 2014, and the audited consolidated financial statements for the fiscal year ended December 31, 2015 of this unconsolidated company are included in this Form 20-F/A under Item 18. |
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This Form-20F/A makes no other changes to the Form 20-F of the Registrant. Other than what is stated above, this Form 20-F/A does not, amend, update or restate the information in any other item of the Form 20-F as originally filed on April 15, 2016. This Form 20-F/A does not reflect events occurring after the original filing of the Form 20-F on April 15, 2016, and other than providing the financial statements of the unconsolidated company named above under Item 18, does not modify or update the disclosures in the Form 20-F in any way. |
INDEX TO FINANCIAL STATEMENTS |
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Contents | |
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Report of independent auditors | F1 |
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Statement of comprehensive income for the year ended December 31, 2015 | F2 |
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Statement of financial position as of December 31, 2015 | F3 |
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Statement of changes in equity for the year ended December 31, 2015 | F4 |
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Statement of cash flows for the year ended December 31, 2015 | F5 |
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Notes to the financial statements | F6-F35 |
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Report of Independent Auditors |
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The Board of Directors of |
Huadian Ningxia Lingwu Power Generation Company Limited |
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We have audited the accompanying financial statements of Huadian Ningxia Lingwu Power Generation Company Limited, which comprise the statement of financial position as at December 31, 2015, and the related statements of comprehensive income, changes in equity and cash flows for the year then ended, and the related notes to the financial statements. |
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Management's responsibility for the financial statements |
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Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. |
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Auditors' responsibility |
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Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. |
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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' 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 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. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. |
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. |
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Opinion |
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In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Huadian Ningxia Lingwu Power Generation Company Limited at December 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. |
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Report on summarized comparative information |
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We have not audited, reviewed or compiled the summarized comparative information presented herein as of January 1, 2013, and as of December 31, 2013 and 2014 and for the years then ended, and, accordingly, we express no opinion on it. |
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/s/ Ernst & Young Hua Ming LLP |
Beijing, the People's Republic of China |
June 30, 2016 |
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| | As at January 1 2013 | 2013 | 2014 | 2015 |
| Notes | (Unaudited) | (Unaudited) | (Unaudited) | |
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Assets | | | | | |
Non-current assets | | | | | |
Property, plant and equipment | 9 | 10,208,949 | 10,070,345 | 9,635,055 | 9,328,753 |
Other intangible assets | 10 | 211 | 175 | 2,025 | 2,883 |
Prepaid land lease payments | 11 | - | - | - | 92,070 |
Entrusted loan receivable | | 80,166 | 80,182 | 80,182 | - |
Deferred tax assets | 12 | 145 | 217 | 406 | 13,078 |
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| | 10,289,471 | 10,150,919 | 9,717,668 | 9,436,784 |
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Current assets | | | | | |
Inventories | 13 | 376,989 | 341,586 | 333,138 | 221,626 |
Trade and bills receivables | 14 | 780,359 | 888,693 | 1,068,797 | 917,936 |
Prepayments, deposits and other receivables | 15 | 135,568 | 223,671 | 144,430 | 51,520 |
Entrusted loan receivable | | - | - | - | 80,182 |
Prepaid land lease payments | 11 | - | - | - | 2,330 |
Cash and cash equivalents | 16 | 78,715 | 136,965 | 59,718 | 78,914 |
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| | 1,371,631 | 1,590,915 | 1,606,083 | 1,352,508 |
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Total assets | | 11,661,102 | 11,741,834 | 11,323,751 | 10,789,292 |
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Equity and liabilities | | | | | |
Equity | | | | | |
Paid-in capital | 17 | 1,738,131 | 1,978,131 | 2,050,239 | 2,050,239 |
Reserves | | 402,195 | 1,289,213 | 781,416 | 1,322,253 |
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Total equity | | 2,140,326 | 3,267,344 | 2,831,655 | 3,372,492 |
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Non-current liabilities | | | | | |
Long-term interest-bearing loans and other borrowings | 18 | 7,486,400 | 6,556,600 | 5,508,425 | 5,039,165 |
Deferred government grants | 19 | 4,508 | 4,243 | 3,978 | 3,713 |
Others | | - | 532 | 491 | 491 |
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| | 7,490,908 | 6,561,375 | 5,512,894 | 5,043,369 |
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Current liabilities | | | | | |
Account payables | | 1,027,970 | 1,066,465 | 925,049 | 979,950 |
Deferred government grants | 19 | 526 | 265 | 265 | 265 |
Other payables and accruals | 20 | 154,572 | 268,385 | 1,484,243 | 400,786 |
Interest-bearing loans and other borrowings | 18 | 420,000 | 220,000 | - | 354,630 |
Long-term interest bearing loans and other borrowings - due within one year | 18 | 426,800 | 358,000 | 569,645 | 637,800 |
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| | 2,029,868 | 1,913,115 | 2,979,202 | 2,373,431 |
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Total liabilities | | 9,520,776 | 8,474,490 | 8,492,096 | 7,416,800 |
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Total equity and liabilities | | 11,661,102 | 11,741,834 | 11,323,751 | 10,789,292 |
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| Paid-in capital | Capital Reserves | Statutory reserves | Retained earnings | Total |
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At January 1, 2013 (unaudited) | 1,738,131 | 5,560* | 101,321* | 295,314* | 2,140,326 |
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Profit for the year | - | - | - | 887,018 | 887,018 |
Other comprehensive income | - | - | - | - | - |
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Total comprehensive income | - | - | - | 887,018 | 887,018 |
Capital contribution | 240,000 | - | - | - | 240,000 |
Appropriation of statutory reserve fund | - | - | 88,702 | (88,702) | - |
Cash dividends | - | - | - | - | - |
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At December 31, 2013 and January 1, 2014 (unaudited) | 1,978,131 | 5,560* | 190,023* | 1,093,630* | 3,267,344 |
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Profit for the year | - | - | - | 643,909 | 643,909 |
Other comprehensive income | - | - | - | - | - |
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Total comprehensive income | - | - | - | 643,909 | 643,909 |
Capital contribution | 72,108 | - | - | - | 72,108 |
Appropriation of statutory reserve fund | - | - | 64,391 | (64,391) | - |
Cash dividends | - | - | - | (1,151,706) | (1,151,706) |
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At December 31, 2014 and January 1, 2015 (unaudited) | 2,050,239 | 5,560* | 254,414* | 521,442* | 2,831,655 |
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Profit for the year | - | - | - | 540,837 | 540,837 |
Other comprehensive income | - | - | - | - | - |
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Total comprehensive income | - | - | - | 540,837 | 540,837 |
Appropriation of statutory reserve fund | - | - | 55,416 | (55,416) | - |
Cash dividends | - | - | - | - | - |
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At December 31, 2015 | 2,050,239 | 5,560* | 309,830* | 1,006,863* | 3,372,492 |
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| | 2013 | 2014 | 2015 |
| Notes | (Unaudited) | (Unaudited) | |
Operating activities | | | | |
Profit before tax | | 887,386 | 750,349 | 613,890 |
Non-cash adjustments to reconcile profit before tax to net cash flows: | | | | |
Finance costs | 7 | 462,333 | 387,620 | 312,128 |
Depreciation of property and equipment | 9 | 557,480 | 599,728 | 611,432 |
Loss on disposal of property and equipment | | 53,552 | 134,798 | 25,051 |
Amortization of intangible assets | 10 | 36 | 52 | 249 |
Amortization of prepaid land lease payments | 11 | - | - | 588 |
Impairment losses | 6 | - | - | 84,000 |
Amortization of deferred government grants | 19 | (526) | (265) | (265) |
Investment income | | (5,516) | (5,516) | (5,516) |
Working capital adjustments: | | | | |
(Increase)/decrease in trade and other receivables | | (196,439) | (100,862) | 177,117 |
Decrease/(increase) in inventories | | 35,403 | 8,448 | 111,512 |
Increase/(decrease) in account and other payables | | 97,286 | (23,181) | (216,673) |
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Income tax paid | | (77,538) | (48,559) | (80,615) |
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Net cash flows from operating activities | | 1,813,457 | 1,702,612 | 1,632,898 |
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Investing activities | | | | |
Purchases of property and equipment | | (339,197) | (361,506) | (148,956) |
Proceeds from other investing activities | | 5,516 | 5,516 | 5,516 |
Cash paid relating to other investing activities | | 8,322 | - | - |
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Net cash flows used in investing activities | | (325,359) | (355,990) | (143,440) |
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Financing activities | | | | |
New bank loans and other borrowings | | 220,000 | - | 523,170 |
Repayment of bank loans and other borrowings | | (1,418,600) | (1,056,530) | (569,645) |
Dividends and interest expense paid | | (465,298) | (389,167) | (1,422,187) |
Cash paid relating to other financing activities | | 234,050 | 21,828 | (1,600) |
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Net cash flows used in financing activities | | (1,429,848) | (1,423,869) | (1,470,262) |
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Net increase/(decrease) in cash and cash equivalents | | 58,250 | (77,247) | 19,196 |
Cash and cash equivalents at beginning of year | | 78,715 | 136,965 | 59,718 |
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CASH AND CASH EQUIVALENTS AT END OF YEAR | | 136,965 | 59,718 | 78,914 |
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1. | Corporate information |
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| Huadian Ningxia Lingwu Power Generation Company Limited (the "Company") is a limited liability company and domiciled in the People's Republic of China (the "PRC"). The registered office is located at the Ningxia Hui Autonomous Region, Lingwu, the PRC. The Company is a joint venture of Huadian Power International Corporation Limited and Chalco Ningxia Energy Group Co., Ltd., which own 65% and 35% of the equity interest in the Company respectively. |
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| The principal activities of the Company are the provisions of thermal power generation, mainly engaged in the production and sale of electrical energy. |
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2.1 | Basis of preparation |
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| The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). |
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| Details of the first-time adoption of IFRS by the Company are described in Note 2.3. |
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| The financial statements have been prepared on a historical cost basis. The financial statements are presented in Renminbi ("RMB") and all values are rounded to the nearest thousand (RMB), except when otherwise indicated. |
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| The financial statements provide comparative information in respect of the previous periods. |
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| Going concern |
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| As at December 31, 2015, the Company's current liabilities exceeded its current assets by approximately RMB1,021 million (December 31, 2014: RMB1,373 million). The directors of the Company have considered that the Company's available sources of funds include the following: |
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| * | The Company's expected net cash inflows from operating activities in 2016; and |
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| * | Other available sources of financing from banks and other financial institutions given the Company's credit history. |
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| The directors of the Company believe that the Company has adequate resources to continue operation for the foreseeable future of not less than 12 months from the approval date of these financial statements. The directors of the Company therefore are of the opinion that it is appropriate to adopt the going concern basis in preparing the financial statements. |
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2.2 | Summary of significant accounting policies |
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| a) | Current versus non-current classification |
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| | The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. |
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| | An asset is current when it is: |
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| | * | Expected to be realized or intended to be sold or consumed in the normal operating cycle |
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| | * | Held primarily for the purpose of trading |
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| | * | Expected to be realized within twelve months after the reporting period |
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| | Or | |
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| | * | Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period |
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| b) | Revenue recognition |
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| | Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is received. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Company has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements, has pricing latitude, and is also exposed to credit risks. |
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| | The specific recognition criteria described below must also be met before revenue is recognized. |
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| | Electricity Income |
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| | Electricity income is recognized when electricity is supplied to the power grid companies and other customers. |
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| | Interest income |
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| | For all financial instruments measured at amortized cost and interest-bearing financial assets classified as loan and receivables, interest income is recorded using the effective interest rate (EIR). The EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in finance income in the statement of profit or loss. |
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| | Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Company operates and generates taxable income. |
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| | Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. |
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| | Deferred tax |
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| | Deferred tax is provided using the liability method, on temporary differences at the end of the reporting period arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Tax rates enacted or substantively enacted by the end of the reporting period are used to determine the deferred tax. |
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| | Deferred tax liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of an asset or liability and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. |
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| | Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carryforward of unused tax credits and unused tax losses can be utilized, except when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. |
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| | The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered. |
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| | Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. |
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| | Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. |
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| h) | Intangible assets |
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| | Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. |
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| | The useful lives of intangible assets are assessed as either finite or indefinite. |
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| | Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of profit or loss in the expense category that is consistent with the function of the intangible assets. |
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| | Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. |
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| | Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized. |
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| | Office software |
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| | Purchased software is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful life. |
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| i) | Financial assets |
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| | Initial recognition and measurement |
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| | Financial assets are classified, at initial recognition, as loans and receivables. All financial assets are recognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset. |
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| | Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset. |
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| | The Company's financial assets included cash and cash equivalents, trade and bills receivables, financial assets included in prepayments, deposits and other receivables and entrusted loan receivable, which are classified as loans and receivables. |
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| | Subsequent measurement |
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| | Loans and receivables |
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| | Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortized cost using EIR method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statement of comprehensive income. The losses arising from impairment are recognized in the statement of comprehensive income in finance costs for loans and in cost of sales or other operating expenses for receivables. |
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| | Derecognition |
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| | A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the Company's statement of financial position) when: |
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| | iii) | Financial liabilities |
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| | | Initial recognition and measurement |
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| | | Financial liabilities are classified, at initial recognition, as loans and borrowings and payables. |
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| | | All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. |
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| | | The Company's financial liabilities include account payables, financial liabilities included in other payables and accruals and interest-bearing loans and other borrowings which are classified as loans and borrowings. |
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| | | Subsequent measurement |
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| | | Loans and borrowings |
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| | | After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost, using the EIR method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in the statement of profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. |
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| | | Derecognition |
| | | |
| | | A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of comprehensive income. |
| | | |
| k) | Inventories |
| | |
| | Inventories are valued at the lower of cost and net realizable value. Costs incurred in bringing raw materials to their present location and condition is accounted for using the weighted average cost method. |
| | |
| | Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. |
| | |
| l) | Impairment of non-financial assets |
| | |
| | The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. |
| | |
| | In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators. |
| | |
| | The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year. |
| | |
| | Impairment losses of continuing operations are recognized in the statement of profit or loss in expense categories consistent with the function of the impaired asset. |
| | |
| l) | Impairment of non-financial assets (continued) |
| | |
| | An assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset's or CGU's recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. |
| | |
| m) | Cash and cash equivalents |
| | |
| | Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand. |
| | |
| | For the purpose of the statement of financial position and statement of cash flows, cash and cash equivalents comprise cash on hand and at banks, which are not restricted as to use. |
| | |
| n) | Related parties |
| | |
| | A party is considered to be related to the Company if: |
| | |
| | | (i) | the entity and the Company are members of the same group; |
| | | | |
| | | (ii) | one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); |
| | | | |
| | | (iii) | the entity and the Company are joint ventures of the same third party; |
| | | | |
| | | (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity; |
| | | | |
| | | (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company; |
| | | | |
| | | (vi) | the entity is controlled or jointly controlled by a person identified in (a); and |
| | | | |
| | | (vii) | a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); |
| | | | |
| | | (viii) | The entity, or any member of a group of which it is a part, provides key management personnel services to the Company or to the parent of the Company. |
| | | | |
2.3 | First-time adoption of IFRS |
| |
| These financial statements for the year ended December 31, 2015, together with the comparative periods for the years ended December 31, 2014 and 2013, are the first IFRS financial statements of the Company. For periods up to and including the year ended December 31, 2012, the Company prepared its financial statements in accordance with the accounting principles generally accepted in the PRC ("PRC GAAP"). Accordingly, the Company has prepared financial statements which comply with IFRS applicable for periods ending on or after December 31, 2015, together with the comparative period financial statements as at and for the year ended December 31, 2013 and 2014, as described in the above summary of significant accounting policies. In preparing these financial statements, the Company's opening statement of financial position was prepared as at January 1, 2013, the Company's date of transition to IFRS. |
| |
| The Company performed a detailed analysis and noted that there were no differences between the financial statements prepared in accordance with PRC GAAP and IFRS on total comprehensive income, equity and cash flow, except for some reclassification differences. Accordingly, except for reclassification adjustments, there were no significant adjustments made by the Company in conversion of its PRC GAAP financial statements into IFRS financial statements, including the statement of financial position as at January 1, 2013, and the financial statements for the years ended December 31, 2013 and 2014. |
| |
| The preparation of the Company's financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. |
| |
| Estimates and assumptions |
| |
| The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur. |
| |
| The estimated useful lives and residual values |
| |
| The Company determines the estimated useful lives and residual values and consequently related depreciation/amortization charges for its property and equipment. These estimates are based on the historical experience of the actual useful lives of property and equipment of similar nature and functions. Management will increase the depreciation/amortization charge where useful lives are less than previously estimated lives, and it will write off or write down technically obsolete or nonstrategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives; and actual residual values may differ from estimated residual values. Periodic review could result in a change in depreciable lives and residual values and therefore depreciation/amortization expense in future periods. |
| |
| Impairment of trade and bills receivables |
| |
| The Company maintains an allowance for estimated loss arising from the inability of its customers to make the required payments. The Company makes its estimates based on the ageing of its trade receivable balances, customers' creditworthiness, and historical write-off experience. If the financial condition of its customers will deteriorate such that the actual impairment loss might be higher than expected, the Company would be required to revise the basis for making the allowance and its future results would be affected. |
| |
4. | Capital management |
| |
| For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objectives of the Company's capital management are to safeguard the Company's ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders' value. |
| |
| The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or capital injection. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 2015, 2014 and 2013 and as at January 1, 2013. |
| |
| The Company monitors capital using a gearing ratio, which is net debt divided by the total capital plus net debt. Net debt includes account and other payables, less cash and cash equivalents. Capital represents equity. The gearing ratios as at the end of the reporting periods were as follows: |
| |
| The Company was in the process of applying for the title certificates of certain of its buildings with an aggregate net carrying amount of approximately RMB2,332 million as at December 31, 2015 (December 31, 2014: RMB2,385 million; December 31, 2013: RMB2,547 million). The Directors are of the view that the Company is entitled to lawfully and validly occupy and use the above-mentioned buildings. The Directors are also of the opinion that the aforesaid matter did not have any significant impact on the Company's financial position as at December 31, 2015. |
| |
| There has been no litigation, claims or assessments against the Company for compensation with respect to the use of these buildings to the date of approval of these financial statements. The directors of the Company are of the opinion that the Company legally owns and has the rights to use the above property, plant and equipment, and that there is no material adverse impact on the overall financial position of the Company. |
| |
| Name of related parties | Nature of relationship |
| China Huadian Corporation | Ultimate parent company |
| Huadian Power International Corporation Limited | Parent company |
| Ningxia Huadian New Energy Power Generation Co., Ltd. | Fellow subsidiary |
| Huadian Fengyuan (Beijing) Trading Co., Ltd. | Fellow subsidiary |
| Huadian Fengyuan (Beijing) Trading Co., Ltd. Inner Mongolia branch | Fellow subsidiary |
| Huadian Fengyuan (Beijing) Trading Co., Ltd. Ningxia branch | Fellow subsidiary |
| Huadian International Materials Co. Ltd. Yinchuan branch | Fellow subsidiary |
| Huadian International Materials Co. Ltd. | Fellow subsidiary |
| Huadian International Materials Co., Ltd. Inner Mongolia branch | Fellow subsidiary |
| Ningxia Yinling Coal Transportation Ltd. | Fellow subsidiary |
| Inner Mongolia Haoyuan Coal Co., Ltd. | Fellow subsidiary |
| Hebei Fengyuan Industrial Co., Ltd. | Fellow subsidiary |
| Chinese China EPRI Engineering Group Co., Ltd. | Fellow subsidiary |
| Huadian Electric Power Research Institute | Fellow subsidiary |
| Guodian Nanjing Automation Co., Ltd. | Fellow subsidiary |
| Huadian International Shandong Information Management Co., Ltd. | Fellow subsidiary |
| Huadian International Technical Service Center | Fellow subsidiary |
| Huadian Power International Corp Shiliquan Power Station | Fellow subsidiary |
| Huadian Inner Mongolia Kailu Wind Power Co., Ltd. | Fellow subsidiary |
| China Huadian Finance Co., Ltd. | Fellow subsidiary |
| Shenyang Huadian Power Engineering Co., Ltd. | Fellow subsidiary |
| Shandong Huadian Energy Saving Technology Co., Ltd. | Fellow subsidiary |
| | |
| | | Year ended December 31, |
| | |
|
| | | 2013 | 2014 | 2015 |
| | | (Unaudited) | (Unaudited) | |
| | | | | |
| | Sale of electricity to: | | | |
| | | | | |
| | Ningxia Huadian New Energy Power Generation Co., Ltd. | - | - | 3,449 |
| | |
|
|
|
| | | | | |
| | | - | - | 3,449 |
| | |
|
|
|
| | Purchase of goods from: | | | |
| | | | | |
| | Huadian Fengyuan (Beijing) Trading Co., Ltd. | - | 19,686 | - |
| | Huadian Fengyuan (Beijing) Trading Co., Ltd. Ningxia branch | - | 2,181,055 | 1,717,435 |
| | Huadian International Materials Co., Ltd. Inner Mongolia branch | - | - | 14,010 |
| | Huadian International Materials Co., Ltd. Yinchuan branch | 203,383 | 293,320 | 207,728 |
| | Huadian International Materials Co., Ltd. | 3,639 | 8,000 | - |
| | Ningxia Yinling Coal Transportation Ltd. | 172,860 | 218,558 | - |
| | Inner Mongolia Haoyuan Coal Co., Ltd. | 31,819 | - | - |
| | Hebei Fengyuan Industrial Co., Ltd. | - | 34,928 | - |
| | |
|
|
|
| | | | | |
| | | 411,701 | 2,755,547 | 1,939,173 |
| | |
|
|
|
| | | | | |
| | Services provided by: | | | |
| | | | | |
| | Chinese China EPRI Engineering Group Co., Ltd. | 102,581 | 32,826 | 127,892 |
| | Huadian Power International Corp | - | - | 31,321 |
| | Huadian Electric Power Research Institute | - | - | 6,002 |
| | Guodian Nanjing Automation Co., Ltd. | - | 45 | - |
| | Huadian International Shandong Information Management Co., Ltd. | - | 600 | - |
| | Huadian International Technical Service Center | - | 580 | - |
| | Huadian Power International Corp Shiliquan Power Station | - | 31 | - |
| | |
|
|
|
| | | | | |
| | | 102,581 | 34,082 | 165,215 |
| | |
|
|
|
| | | | | |
| | | | December 31, |
| | | |
|
| | | As at January 1, 2013 | 2013 | 2014 | 2015 |
| | | (Unaudited) | (Unaudited) | (Unaudited) | |
| | | | | | |
| | Huadian International Materials Co., Ltd. | 3,668 | 289,581 | 239,850 | 236,084 |
| | Huadian Fengyuan (Beijing) Trading Co., Ltd | - | - | 120,588 | 94,818 |
| | Chinese China EPRI Engineering Group Co., Ltd. | - | 76,889 | 34,086 | 70,232 | |
| | Huadian International Materials Co., Ltd. Yinchuan branch | 24,250 | 52,290 | 49,413 | 63,901 |
| | Huadian Electric Power Research Institute | - | 1,115 | 1,585 | 3,868 |
| | Huadian Power International Corp | 390 | - | 31,321 | - |
| | Guodian Nanjing Automation Co., Ltd. | - | 32 | 235 | 235 |
| | Huadian Power International Corp Shiliquan Power Station | 2,593 | 706 | 675 | - |
| | Ningxia Yinling Coal Transportation Ltd. | - | 17,143 | - | - |
| | Shandong Huadian Energy Saving Technology Co., Ltd. | - | - | 780 | - |
| | Shenyang Huadian Power Engineering Co., Ltd. | - | - | 232 | - |
| | Huadian International Shandong Information Management Co., Ltd. | 1,730 | - | - | - |
| | |
|
|
|
|
| | | | | | |
| | | 32,631 | 437,756 | 478,765 | 469,138 |
| | |
|
|
|
|
| | | | | | |
26. | Financial risk management objectives and policies |
| |
| The Company's principal financial liabilities comprise account and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include trade and other receivables, and cash and cash equivalents. |
| |
| The main risks arising from the Company's financial liabilities and financial assets are interest rate risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are summarised below. |
| |
| Interest rate risk |
| |
| The Company's exposure to the risk of changes in market interest rates primarily related to the Company's long term debt obligations with floating interest rates. |
| |
| The Company regularly reviews and monitors the mix of fixed and floating interest rate borrowings in order to manage its interest rate risk. The Company's interest-bearing bank borrowings, entrusted loan receivable and cash and cash equivalents are stated at amortized cost and not revalued on a periodic basis. Floating rate interest income and expenses are credited/charged to profit or loss as earned/incurred. |
| |
| If there would be a general increase/decrease in the market interest rates by one percentage point, with all other variables held constant, the Company's pre-tax profit would have decreased/increased by approximately RMB64 million, RMB55 million and RMB49 million for the years ended December 31, 2013, 2014 and 2015, respectively, and there would have been no impact on other components of the equity, except for retained profits, of the Company. The sensitivity analysis above has been determined assuming that the change in market interest rates had occurred at the end of 2013, 2014 and 2015 and had applied the exposure to interest rate risk to those financial instruments in existence at those dates. The estimated one percentage point increase or decrease represents management's assessment of a reasonably possible change in market interest rates over the period until the next annual year end. |
| |
| Credit risk |
| |
| The Company trades only with recognized and creditworthy third parties. It is the Company's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Company's exposure to bad debts is not significant. |
| |
| The credit risk of the Company's other financial assets, which mainly comprise cash and cash equivalents and restricted cash, arises from the default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The Company manages this credit risk by only dealing with reputable financial institutions. |
| |
| Since the Company trades only with recognized and creditworthy third parties, there is no requirement for collateral. Concentrations of credit risk are analysed by customer/counterparty, by geographical region and by industry sector. |
| |
| No other financial assets carry a significant exposure to credit risk. |
| |
| Liquidity risk |
| |
| The Company's objective is to maintain a balance between continuity of funding and flexibility through purchase contracts. |
| |
| | December 31, 2015 |
| |
|
| | Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total |
| | | | | | |
| Short-term interest-bearing loans and borrowings | 354,630 | - | - | - | 354,630 |
| Long-term interest-bearing loans and borrowings - due within one year | 637,800 | - | - | - | 637,800 |
| Long-term interest-bearing loans and borrowings | - | 791,217 | 3,705,475 | 1,754,350 | 6,251,042 |
| Account payables | 979,950 | - | - | - | 979,950 |
| Financial liabilities included in other payables and accruals | 387,666 | - | - | - | 387,666 |
| |
|
|
|
|
|
| | | | | | |
| | 2,360,046 | 791,217 | 3,705,475 | 1,754,350 | 8,611,088 |
| |
|
|
|
|
|
| | | | | | |
| | December 31, 2014(unaudited) |
| |
|
| | Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total |
| | | | | | |
| Long-term interest-bearing loans and borrowings - due within one year | 569,645 | - | - | - | 569,645 |
| Long-term interest-bearing loans and borrowings | - | 710,477 | 2,490,156 | 3,640,399 | 6,841,032 |
| Account payables | 925,049 | - | - | - | 925,049 |
| Financial liabilities included in other payables and accruals | 1,464,690 | - | - | - | 1,464,690 |
| |
|
|
|
|
|
| | | | | | |
| | 2,959,384 | 710,477 | 2,490,156 | 3,640,399 | 9,800,416 |
| |
|
|
|
|
|
| | | | | | |
| | December 31, 2013(unaudited) |
| |
|
| | Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total |
| | | | | | |
| Short-term interest-bearing loans and borrowings | 220,000 | - | - | - | 220,000 |
| Long-term interest-bearing loans and borrowings - due within one year | 358,000 | - | - | - | 358,000 |
| Long-term interest-bearing loans and borrowings | - | 372,750 | 1,719,017 | 6,244,045 | 8,335,812 |
| Account payables | 1,066,465 | - | - | - | 1,066,465 |
| Financial liabilities included in other payables and accruals | 258,418 | - | - | - | 258,418 |
| |
|
|
|
|
|
| | | | | | |
| | 1,902,883 | 372,750 | 1,719,017 | 6,244,045 | 10,238,695 |
| |
|
|
|
|
|
| | | | | | |
| | January1, 2013(unaudited) |
| |
|
| | Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total |
| | | | | | |
| Short-term interest-bearing loans and borrowings | 420,000 | - | - | - | 420,000 |
| Long-term interest-bearing loans and borrowings - due within one year | 426,800 | - | - | - | 426,800 |
| Long-term interest-bearing loans and borrowings | - | 606,056 | 2,376,658 | 6,378,979 | 9,361,693 |
| Account payables | 1,027,970 | - | - | - | 1,027,970 |
| Financial liabilities included in other payables and accruals | 139,032 | - | - | - | 139,032 |
| |
|
|
|
|
|
| | | | | | |
| | 2,013,802 | 606,056 | 2,376,658 | 6,378,979 | 11,375,495 |
| |
|
|
|
|
|
| | | | | | |
| | |
| IFRS 9 | Financial Instruments4 |
| IFRS 10 and IAS 28 Amendments | Sale or Contribution of Assets between an Investor and its Associate or Joint venture2 |
| IFRS 11 Amendments | Accounting for Acquisition of Interests in Joint Operations2 |
| IFRS 14 | Regulatory Deferral Accounts1 |
| IFRS15 and Clarifications to IFRS 15 | Revenue from Contracts with Customers4 |
| IFRS 16 | Leases2 |
| IAS 16 and IAS 38 | Clarifications of Acceptable Methods of |
| Amendments | Depreciation and Amortisation2 |
| IAS 16 and IAS 41 | Agriculture Bearer Plants2 |
| Amendments | |
| IAS 27 (2011) Amendments | Equity Method in Separate Financial Statements2 |
| IAS 1 Amendments | Disclosure Initiative2 |
| IFRS 10, IFRS 12 and IAS 28 (2011) Amendments | Investment Entities:Applying the consolidation Exception2 |
| Annual Improvements 2012-2014 Cycle | Amendments to a number of IFRSs2 |
| | |