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(a joint stock limited company incorporated in the People's Republic of China with limited liability)‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

Stock Code: 01088


Shenhua's Transportation Business Opening Up


2015 ANNUAL REPORT

Important Notice


  1. The Board, supervisory committee and directors, supervisors and senior management of the Company warrant that this report does not contain any misrepresentations, misleading statements or material omissions, and are jointly and severally liable for the authenticity, accuracy and completeness of the information contained in this report.


  2. This report was approved at the 15th meeting of the third session of the Board of the Company, all the directors of the Company were present at the meeting of the Board.


  3. Deloitte Touche Tohmatsu has issued a standard unqualified independent auditor's report to the Company under the International Financial Report Standards for Certified Public Accountants, in connection with the Company's 2015 consolidated financial statements prepared under the Hong Kong Accounting Standards.


  4. Zhang Yuzhuo, Chairman of the Company, Zhang Kehui, Chief Financial Officer, and Hao Jianxin, General Manager of the Finance Department of the Company, warrant the authenticity, accuracy and completeness of the financial statements contained in this report.


  5. The Board proposed a final dividend distribution for 2015: RMB0.32 per share (inclusive of tax) of cash dividend will be distributed based on the total share capital of 19,889,620,455 shares of the Company as at 31 December 2015, totaling approximately RMB6,365 million (inclusive of tax). The above profit distribution proposal is pending the approval of the general meeting.


  6. Restatement: in October 2015, the Company acquired 100% equity interests in Ningdong Power Plant, 100% equity interests in Xuzhou Power Plant and 51% equity interests in Zhoushan Power Plant held by Shenhua Group Corporation through consolidation under common control. This report has correspondingly restated the financial and business data disclosed in 2013, 2014 and 2015.


  7. Disclaimer of forward-looking statements: There are forward-looking statements in this report made on the basis of subjective assumptions and judgments on future policies and economic conditions, which are subject to risks, uncertainties and assumptions. The actual outcome may differ materially from the forward-looking statements. Such statements do not constitute actual commitments to investors. Investors should be aware undue reliance on or use of such information may lead to risks of investment.


  8. Are there any situations of non-operating appropriation of funds by controlling shareholder(s) and its subsidiaries? No


  9. Are there any situations of violation of decision-making procedures for external guarantee provision? No


  10. Warning on Major Risks: Impacted by the supply and demand of coal and electricity and the implementation of industrial policies, the Group is exposed to some uncertainties on achieving the business targets for 2016. In addition, investors please note that the Company has illustrated risks including market competition, industrial policies, change in cost, environmental protection and safety production, etc. in the section headed "Management Discussion and Analysis".


  11. The content of "2015 Directors' Report" of the Company includes Section V headed "Management Discussion and Analysis" (Major Operation during the Reporting Period, Discussion and Analysis on the Company's Future Plans) and Section VI headed "Significant Events" (Profit Distribution Plan) of this report.


2015 Annual Report 1


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Contents



Section

I

Definitions

4

Section

II

Company Profile and Major Financial Indicators

8

Section

III

Business Overview of the Company

12

Section

IV

Chairman's Statement

14

Section

V

Management Discussion and Analysis

21

Section

VI

Significant Events

75

Section

VII

Changes in Share Capital and Shareholders

93

Section

VIII

Directors, Supervisors, Senior Management and Employees

99

Section

IX

Corporate Governance and

Corporate Governance Report

116

Section

X

Supervisory Committee's Report

126

Section

XI

Investor Relations

128

Section

XII

Index to Information Disclosure

130

Section

XIII

Independent Auditor's Report and Consolidated Financial Statements

137

Section

XIV

Documents Available for Inspection

230

Section

XV

Signing Page for Opinions

231

Section

XVI

Summary of Major Financial Information for

233

the Recent Five Years