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南戈壁(01878) - 2022 - 年度财报
01878SOUTHGOBI(01878)2023-04-27 06:26

Supplier and Customer Relationships - The largest supplier accounts for 13% of the company's total procurement[5] - The largest customer accounts for 14% of the company's total sales[6] Liquidity and Financial Resources - The company expects sufficient liquidity and capital resources to meet ongoing operational obligations and future contractual commitments[14] - The company has secured access to up to 73millioninfinancialsupportfromanaffiliateofitsmajorshareholdertoimproveliquidityandfinancialconditions[125]−Thecompanyhasimplementedcost−savingmeasuresandisindiscussionswithsuppliersandtheMongolianTaxAuthoritytoextendpaymentschedulesforoutstandingliabilities[125]−Thecompany′scashflowforecastcoversa12−monthperiodstartingfromDecember31,2022,andincludesexpectedcashflowsfromoperationsandcost−savingmeasures[125]−Thecompany′sboardofdirectorsbelievestherearesufficientfinancialresourcestocontinueoperationsandmeetfinancialobligationsforthenext12months,supportingtheuseofthegoingconcernbasisforfinancialreporting[125]OperationalEfficiencyandProductionCapacity−ThecompanyaimstoimproveoperationalefficiencyandproductioncapacityattheOvootTolgoicoalwashingfacility[15]−Thecompanyplanstoenhanceminingoperationsandcapacityin2023,alongwithstrengtheninginfrastructureandtechnologyforcross−borderexportsattheCekePort[199]EnvironmentalandSafetyPerformance−Thecompanyisfocusedonmitigatingenvironmentalimpactsandenhancinghealth,safety,andenvironmentalperformance[15]CorporateGovernanceandCompliance−ThecompanyistransitioningitslistingstatusontheHongKongStockExchangefromsecondarytoprimary[15]−Thecompanyregularlyreviewsandupdatesitspracticestoensurecompliancewiththelatestcorporategovernancerequirementsandbestpractices[28]−Thecompanyhasestablishedadisclosurecommitteetooverseeitsdisclosurepractices,consistingofmanagementmembersandthechairofthenominationandcorporategovernancecommittee[24]−Thecompanyhasadisclosurecommitteeresponsibleforoverseeingdisclosurepractices,includingcontrols,procedures,andpolicies[55]−ThecompanyhasadoptedadisclosurepolicythatmeetsorexceedsthestandardssetbytheHongKongSecuritiesandFuturesCommission[49]−ThecompanyupdatedtheAuditCommitteeandCompensationandBenefitsCommitteechartersinMarch2023toalignwithHongKongListingRules,effectiveApril2023[65][69]−Thecompany′scorporategovernancereporthighlightstheroleofthenominationandcorporategovernancecommitteeinmonitoringcompliancewithlegal,regulatory,andgovernancestandards[136]−Thecompanyhasupdateditsdisclosure,confidentiality,andsecuritiestradingpoliciestoalignfullywiththeHongKongListingRules,effectiveMarch2023[145]BoardofDirectorsandCommittees−TheBoardofDirectorsconsistsof3executivedirectors,2non−executivedirectors,and3independentnon−executivedirectors[52]−Aspecialcommitteeofindependentnon−executivedirectorswasestablishedinDecember2022toexplorepotentialcapitalrestructuringoptions[56]−TheBoardoverseesthecompany′sbusinessandsetslong−termdevelopmentgoalsandstrategies[44]−TheNominationandCorporateGovernanceCommitteereviewstheeffectivenessofriskmanagementandinternalcontrolsystems[40]−TheBoardensuresthatseniormanagementoperatesinthebestinterestsofshareholdersandalignswithshareholderandmanagementobjectives[47]−TheBoardisresponsibleforapprovingtheappointmentofseniormanagementandreviewingtheirperformanceannually[49]−TheAuditCommitteeconsistsofthreeindependentnon−executivedirectors:Mr.SunMao(Chairman),Mr.HeYingbin,andMs.QuanJinlan[66]−TheBoardofDirectorsheldatotalof13meetingsin2022,withtheAuditCommitteeholding10meetings,theCompensationandBenefitsCommitteeholding5meetings,andtheOperationsCommitteeholding4meetings[75]−Thecompany′sboarddiversitypolicyemphasizestheimportanceofdiverseperspectives,experiences,andexpertiseforeffectivegovernance[107]−Thecompany′snominationandcorporategovernancecommitteeusesaskillsmatrixtoidentifyandtrackthequalificationsandskillsneededforboardmembers[111]−Thecompany′sboarddiversitypolicyemphasizesgenderdiversityandrecognizestheimportanceofwomeninpromotingdiverseperspectivesontheboard[139]−Thecompany′sboardofdirectorsincludesmemberswithexpertiseincorporategovernance,mining,financialmanagement,andrelatedfields,asoutlinedintheskillsmatrix[143]FinancialPerformanceandReporting−Coalsalesincreasedfrom900,000tonsin2021to1.1milliontonsin2022afterthereopeningoftheCekePortinMay2022[39]−ThecompanysuspendedcoalexportstoChinafromNovember2021toMay2022duetoCOVID−19restrictionsinInnerMongolia[39]−ThecompanysignificantlyimproveditscashflowduetothegradualincreaseinthenumberoftrucksallowedtocrosstheChina−MongoliaborderandcoalexportssinceMay25,2022,withcoalminingoperationsresumingonJuly15,2022[62]−Thecompanyreportedanetlossattributabletoequityholdersof73 million in financial support from an affiliate of its major shareholder to improve liquidity and financial conditions[125] - The company has implemented cost-saving measures and is in discussions with suppliers and the Mongolian Tax Authority to extend payment schedules for outstanding liabilities[125] - The company's cash flow forecast covers a 12-month period starting from December 31, 2022, and includes expected cash flows from operations and cost-saving measures[125] - The company's board of directors believes there are sufficient financial resources to continue operations and meet financial obligations for the next 12 months, supporting the use of the going concern basis for financial reporting[125] Operational Efficiency and Production Capacity - The company aims to improve operational efficiency and production capacity at the Ovoot Tolgoi coal washing facility[15] - The company plans to enhance mining operations and capacity in 2023, along with strengthening infrastructure and technology for cross-border exports at the Ceke Port[199] Environmental and Safety Performance - The company is focused on mitigating environmental impacts and enhancing health, safety, and environmental performance[15] Corporate Governance and Compliance - The company is transitioning its listing status on the Hong Kong Stock Exchange from secondary to primary[15] - The company regularly reviews and updates its practices to ensure compliance with the latest corporate governance requirements and best practices[28] - The company has established a disclosure committee to oversee its disclosure practices, consisting of management members and the chair of the nomination and corporate governance committee[24] - The company has a disclosure committee responsible for overseeing disclosure practices, including controls, procedures, and policies[55] - The company has adopted a disclosure policy that meets or exceeds the standards set by the Hong Kong Securities and Futures Commission[49] - The company updated the Audit Committee and Compensation and Benefits Committee charters in March 2023 to align with Hong Kong Listing Rules, effective April 2023[65][69] - The company's corporate governance report highlights the role of the nomination and corporate governance committee in monitoring compliance with legal, regulatory, and governance standards[136] - The company has updated its disclosure, confidentiality, and securities trading policies to align fully with the Hong Kong Listing Rules, effective March 2023[145] Board of Directors and Committees - The Board of Directors consists of 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors[52] - A special committee of independent non-executive directors was established in December 2022 to explore potential capital restructuring options[56] - The Board oversees the company's business and sets long-term development goals and strategies[44] - The Nomination and Corporate Governance Committee reviews the effectiveness of risk management and internal control systems[40] - The Board ensures that senior management operates in the best interests of shareholders and aligns with shareholder and management objectives[47] - The Board is responsible for approving the appointment of senior management and reviewing their performance annually[49] - The Audit Committee consists of three independent non-executive directors: Mr. Sun Mao (Chairman), Mr. He Yingbin, and Ms. Quan Jinlan[66] - The Board of Directors held a total of 13 meetings in 2022, with the Audit Committee holding 10 meetings, the Compensation and Benefits Committee holding 5 meetings, and the Operations Committee holding 4 meetings[75] - The company's board diversity policy emphasizes the importance of diverse perspectives, experiences, and expertise for effective governance[107] - The company's nomination and corporate governance committee uses a skills matrix to identify and track the qualifications and skills needed for board members[111] - The company's board diversity policy emphasizes gender diversity and recognizes the importance of women in promoting diverse perspectives on the board[139] - The company's board of directors includes members with expertise in corporate governance, mining, financial management, and related fields, as outlined in the skills matrix[143] Financial Performance and Reporting - Coal sales increased from 900,000 tons in 2021 to 1.1 million tons in 2022 after the reopening of the Ceke Port in May 2022[39] - The company suspended coal exports to China from November 2021 to May 2022 due to COVID-19 restrictions in Inner Mongolia[39] - The company significantly improved its cash flow due to the gradual increase in the number of trucks allowed to cross the China-Mongolia border and coal exports since May 25, 2022, with coal mining operations resuming on July 15, 2022[62] - The company reported a net loss attributable to equity holders of 30.4 million in 2022, compared to a net loss of 14.4millionin2021[155]−AsofDecember31,2022,thecompanyhadanassetdeficitof14.4 million in 2021[155] - As of December 31, 2022, the company had an asset deficit of 142.5 million, up from 90.5millionin2021[155]−Thecompany′sworkingcapitaldeficit(currentliabilitiesexceedingcurrentassets)reached90.5 million in 2021[155] - The company's working capital deficit (current liabilities exceeding current assets) reached 184.7 million as of December 31, 2022, compared to 42.5millionin2021[155]−Thecompany′sinternalcontrolsoverfinancialreportingweredeemedeffectivebytheCEOandCFOasofDecember31,2022[151]−Thecompany′sfinancialreportinginternalcontrolsdidnotundergoanysignificantchangesinthemostrecentquarterthatcouldmateriallyaffectthem[152]−Thecompany′sauditfeesfor2022includedtheauditofannualfinancialstatements,reviewofquarterlyfinancialstatements,andstatutoryauditsofsubsidiaryfinancialstatements[154]−Auditfeesandrelatedfeesamountedto42.5 million in 2021[155] - The company's internal controls over financial reporting were deemed effective by the CEO and CFO as of December 31, 2022[151] - The company's financial reporting internal controls did not undergo any significant changes in the most recent quarter that could materially affect them[152] - The company's audit fees for 2022 included the audit of annual financial statements, review of quarterly financial statements, and statutory audits of subsidiary financial statements[154] - Audit fees and related fees amounted to 361,000 and 101,000respectively,totaling101,000 respectively, totaling 462,000[177] Risk Management and Internal Controls - The company's internal control policies aim to provide reasonable assurance against material misstatements and help the board identify and mitigate risks[118] - The company's financial reporting internal controls include policies and procedures to ensure transactions are recorded accurately and in accordance with IFRS[121] - The company's board is responsible for maintaining an effective risk management and internal control system[118] Whistleblower and Employee Welfare - The company has adopted a whistleblower program to allow employees to confidentially report concerns or perceived misconduct[29] - The company's audit committee and corporate secretary jointly manage the whistleblower program[104] - The company emphasizes employee welfare and is committed to providing a healthy, respectful, and safe working environment, considering employees as its greatest asset[81] Shareholder Communication and Governance - The company's shareholder communication policy ensures that shareholders and the investment community receive complete, fair, and timely information about the company[105] - The company's shareholders can request a meeting if they hold at least 5% of the issued and outstanding common shares[162] Mining Operations and Assets - The company fully owns the Ovoot Tolgoi open-pit coal mine and the Soumber and Zag Suuj deposit development projects, located 150 kilometers apart in Mongolia[34] - The company focuses on the exploration, development, and production of coal deposits in the South Gobi region of Mongolia, with its flagship Ovoot Tolgoi mine supplying coal to Chinese customers[83] - The company's Oyu Tolgoi deposit has over 90 million tons of mineral reserves, with growth potential in nearby deposits[170] Legal and Financial Obligations - The company agreed to pay JDZF a deferral fee at an annual interest rate of 6.4% for the deferred interest payment due in November 2022[91] - The company's operating capital deficit as of December 31, 2022, included significant liabilities, including 59.7millionintradeandotherpayables,with59.7 million in trade and other payables, with 22.5 million in unpaid taxes owed to the Mongolian Tax Authority[124] - The company has deferred payments totaling approximately 133.5milliontoJDZF,including133.5 million to JDZF, including 7.9 million in semi-annual cash interest payments, 8.7millionincashinterest,managementfees,andrelateddeferralfees,8.7 million in cash interest, management fees, and related deferral fees, 13.5 million in cash and in-kind interest and related deferral fees, and $110.4 million in cash and in-kind interest, management fees, and related deferral fees, all due by August 31, 2024[125] - The company may face delays in repaying trade payables and other liabilities, potentially impacting its ability to resume mining activities and leading to legal actions or bankruptcy proceedings[180] Business Conduct and Ethics - The company has adopted a business conduct and ethics policy, "The Way We Work," applicable to all employees, consultants, senior management, and directors at all times[135] Going Concern and Financial Uncertainty - The company's ability to continue as a going concern is in significant doubt due to adverse conditions and uncertainties, potentially requiring adjustments to asset values and liabilities[157] - The company continues to operate on a going concern basis, with the ability to realize assets and repay debts in the normal course of business[199] Factors Affecting Liquidity - Factors affecting the company's liquidity include the impact of COVID-19, restrictions on coal product sales in China, economic growth, coal market prices, production levels, operational cash costs, capital costs, currency exchange rates, and exploration expenses[181] Director Education and Compensation - The company provides Canadian Directors Association membership to all directors to facilitate ongoing education, covering topics such as corporate governance and mining industry updates[78] - The company's independent non-executive directors received approved annual retainers for the fiscal year 2022, with no stock options granted during the year[116] Property, Plant, and Equipment - The company’s property, plant, and equipment changes for the fiscal year are detailed in Note 16 of the financial statements[87] Strategic Planning and Investments - The Board of Directors is responsible for approving annual and quarterly budgets, strategic plans, and significant acquisitions or investments outside the approved budget[86] Listing and Exchange Transitions - The company's revised articles of association will take effect after its delisting from the Toronto Stock Exchange and relisting on the TSX Venture Exchange[168]