Definitions This section provides definitions for key terms used throughout the report Company Profile and Key Financial Indicators This section outlines the company's corporate information and presents key financial data, highlighting a shift from profit to loss in 2017 Company Information This section provides the company's basic corporate details, contact information, and stock exchange listings Company Basic Information | Item | Content | | :--- | :--- | | Chinese Name | Yunnan Coal & Energy Co., Ltd. | | Chinese Abbreviation | Yunmei Energy | | Stock Code | 600792 (A-Share) | | Bond Code | 122258 (13 Yunmei Bond) | | Legal Representative | Peng Wei | | Information Disclosure Media | China Securities Journal | | Designated Website | http://www.sse.com.cn | Key Accounting Data and Financial Indicators The company's revenue grew in 2017, but profitability deteriorated significantly, resulting in a net loss and reduced operating cash flow 2017 Key Accounting Data | Key Accounting Data | 2017 (RMB) | 2016 (RMB) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,422,929,775.19 | 3,375,166,041.60 | 31.04% | | Net Profit Attributable to Shareholders | -48,638,680.59 | 48,542,597.11 | -200.20% | | Net Profit Attributable to Shareholders (Excl. Non-recurring Items) | -80,011,574.61 | -299,694,348.22 | N/A | | Net Cash Flow from Operating Activities | 389,795,893.34 | 628,395,566.65 | -37.97% | | Total Assets (Year-end) | 5,268,274,448.16 | 6,413,511,916.25 | -17.86% | 2017 Key Financial Indicators | Key Financial Indicators | 2017 | 2016 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/Share) | -0.05 | 0.05 | -200.00% | | Weighted Average Return on Equity (%) | -1.65% | 1.65% | Decrease of 3.30 percentage points | - The company's non-recurring gains and losses in 2017 totaled RMB 31.37 million, primarily from RMB 35.30 million in government subsidies, partially offset by RMB 4.21 million in other non-operating net income and expenses2627 Business Overview This section details the company's primary coke and equipment manufacturing businesses and its core competitive advantages Main Business, Operating Model, and Industry Overview The company's main business is coke production, facing challenges of overcapacity and margin squeeze in a competitive industry - The company's core business is the production of coke from coal, with metallurgical coke as its main product, supplemented by by-products like coal gas, crude benzene, and tar29 - Wholly-owned subsidiary Kunming Steel Heavy Equipment Group focuses on equipment manufacturing, including hoisting and transport machinery, mining and metallurgical equipment, maintenance services, and wear-resistant materials29 - The coking industry is highly competitive with overcapacity, and its profit margins are severely squeezed by upstream coal and downstream steel industries, with the overall downturn expected to persist30 Core Competitiveness Analysis The company's core strengths lie in its strategic partnership with a key customer and the technical capabilities of its subsidiary - A long-term strategic partnership with WISCO Kunming Steel (annual demand exceeding 3 million tons of coke) provides a stable sales channel for the company's 1.98 million tons/year coke capacity, enhancing its risk resilience34 - Wholly-owned subsidiary Kunming Steel Heavy Equipment Group possesses core advantages in heavy equipment manufacturing, holding 8 national and 7 provincial qualification certificates and 90 authorized patents covering various technologies3536 Management Discussion and Analysis This section reviews the 2017 operational performance, analyzes key business segments, and discusses future development plans and risks Overview of Operations In 2017, the company managed operational challenges through strategic adjustments and cost controls, achieving a net loss of RMB 48.64 million - Facing challenges such as raw material procurement difficulties and capital shortages, the company implemented measures like adjusting procurement and sales strategies, increasing production load, and controlling costs to mitigate losses38 - In December 2017, the company received RMB 33.02 million in government subsidies for coal gas losses and coal mine closure incentives, which positively contributed to its loss control target for the year39 2017 Main Product Output | Product | Output | % of Annual Plan | | :--- | :--- | :--- | | Coke | 1.7269 million tons | 95.94% | | Coal Chemical Products | 0.2102 million tons | 87.37% | | Wear-resistant Products | 0.0146 million tons | 73.00% | Main Business Analysis Revenue grew due to higher coke prices, but rising raw material costs compressed the overall gross margin by 4.82 percentage points Key Items from Income Statement and Cash Flow Statement | Item | Current Period (RMB) | Prior Period (RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,422,929,775.19 | 3,375,166,041.60 | 31.04 | | Operating Costs | 4,085,733,898.21 | 2,993,988,513.43 | 36.46 | | Administrative Expenses | 180,197,412.13 | 279,580,746.09 | -35.55 | | Financial Expenses | 89,338,499.01 | 157,493,342.80 | -43.27 | | Net Cash Flow from Operating Activities | 389,795,893.34 | 628,395,566.65 | -37.97 | - Revenue growth was primarily driven by a RMB 771.62/ton year-over-year increase in coke selling price, contributing to a RMB 1.37 billion revenue increase; cost growth was mainly due to a RMB 633.81/ton year-over-year increase in coke unit cost, leading to a RMB 1.13 billion cost increase4345 - Sales to the top five customers accounted for 65.11% of total annual sales, with related-party sales comprising a significant 62.17%, indicating a high dependency on related parties57 Main Business by Product Segment | Product Segment | Operating Revenue (RMB) | Gross Margin (%) | Change in Gross Margin | | :--- | :--- | :--- | :--- | | Coke | 3,297,378,513.73 | 13.47% | Increase of 3.57 p.p. | | Coal Gas | 168,379,610.07 | -35.94% | Decrease of 38.57 p.p. | | Coal Chemical By-products | 349,492,013.58 | -17.13% | Decrease of 19.45 p.p. | | Total | 4,353,228,231.33 | 7.59% | Decrease of 4.82 p.p. | Analysis of Assets and Liabilities Total assets decreased while the asset-liability ratio improved, though a significant portion of assets remained restricted Key Changes in Balance Sheet Items | Item | Year-end Balance (RMB) | Prior Year-end Balance (RMB) | Change (%) | Main Reason | | :--- | :--- | :--- | :--- | :--- | | Notes Receivable | 343,390,290.81 | 553,697,403.39 | -37.98 | Change in payment settlement methods | | Accounts Receivable | 715,827,022.58 | 1,331,196,432.12 | -46.23 | Collection of payments from major customers | | Notes Payable | 200,641,266.89 | 794,441,091.02 | -74.74 | Decrease in notes cashed | | Advances from Customers | 60,123,730.49 | 339,028,730.08 | -82.27 | Decrease related to subsidiary Kunjiao Gas | - As of the reporting period end, RMB 787 million of the company's assets were restricted, including RMB 47.4 million in cash as note deposits and RMB 740 million in fixed assets under sale-and-leaseback financing65 Analysis of Industry-Specific Information The coking industry is influenced by supply-side reforms and environmental policies, with overcapacity remaining a key challenge - The industry is affected by policies such as the "13th Five-Year Development Plan for the Coking Industry" and capacity reduction initiatives in the steel and coal sectors, aiming to eliminate outdated capacity and promote industrial upgrading68 - In 2017, national coke production decreased by 3.3% year-over-year to 431 million tons, while high coke prices led to better profitability for coking enterprises, though the fundamental issue of overcapacity remains7071 - The company has an annual capacity of 1.98 million tons of coke, a 100,000 tons/year methanol plant, and four coal mines, with production processes and equipment at an advanced domestic level compliant with industry standards72 Discussion and Analysis of Future Development The company plans to transition away from the coal chemical business towards high-end manufacturing while managing multiple operational risks - The company's strategy is to gradually exit the coal chemical business and transition into high-end advanced equipment manufacturing, while also developing clean energy and modern logistics industries94 - Key risks include macroeconomic fluctuations, rising environmental costs, high dependency on related-party sales to entities like WISCO Kunming Steel, and intense market competition due to industry overcapacity969798 2018 Business Plan | Item | Planned Target | | :--- | :--- | | Coke Production | 1.90 million tons | | Coal Mine Product Output | 0.19 million tons | | Operating Revenue | RMB 4.648 billion | Significant Matters This section covers profit distribution, commitment fulfillment, related-party transactions, contracts, and social responsibility initiatives Profit Distribution and Dividends The company does not plan to distribute dividends for 2017 as the cumulative distributable profit is negative - The company proposes no cash dividend distribution or capitalization of capital reserves for 2017 because the cumulative profit available for distribution to shareholders is negative5100 Dividend Distribution Plan for the Last Three Years | Dividend Year | Cash Dividend per 10 Shares (RMB) | Bonus Shares per 10 Shares | Net Profit Attributable to Parent (RMB) | | :--- | :--- | :--- | :--- | | 2017 | 0 | 0 | -48,638,680.59 | | 2016 | 0 | 0 | 48,542,597.11 | | 2015 | 0 | 0 | -852,712,343.29 | Fulfillment of Commitments The controlling shareholder has strictly fulfilled its long-term commitments regarding the company's independence and performance targets - The controlling shareholder, Kunming Steel Holding, has strictly adhered to its long-term commitments made during the major asset restructuring regarding the company's independence, avoidance of horizontal competition, and regulation of related-party transactions103105 - Kunming Steel Heavy Equipment Group achieved a net profit (excluding non-recurring items) of RMB 16.20 million in 2017, successfully meeting the performance commitment of no less than RMB 15 million114 Significant Related-Party Transactions The company engaged in significant operational transactions with related parties and resolved a horizontal competition issue - The company terminated the "Entrusted Management Agreement" for 100% equity of Kunming Jiao Gas with its controlling shareholder, Kunming Steel Holding, as the issue of horizontal competition was eliminated after Kunming Jiao Gas ceased production116167 - As part of the 2016 asset swap, Kunming Steel Holding committed that Kunming Steel Heavy Equipment Group's non-recurring net profit for 2016-2018 would be no less than RMB 5 million, 15 million, and 25 million respectively; the 2017 target was met with an audited profit of RMB 16.20 million114 Major Contracts and Their Performance The company provided guarantees for its subsidiary's financing, with the total guarantee balance representing 12.61% of net assets Company Guarantee Status | Guarantee Type | Amount (RMB) | | :--- | :--- | | Guarantees for Subsidiaries Incurred During the Period | 145,221,743.44 | | Year-end Guarantee Balance for Subsidiaries | 367,494,966.71 | | Total Guarantees as a Percentage of Net Assets (%) | 12.61% | Social Responsibility and Environmental Protection The company actively engaged in poverty alleviation and invested in environmental protection as a designated key polluting unit - The company actively participated in targeted poverty alleviation, including dispatching village-based work teams and procuring products from poverty-stricken areas120121 - The company's subsidiaries, Anning Branch and Shizong Coking, are designated key polluting units; environmental facilities operated well, all pollutant emissions met standards, and new pollutant discharge permits were obtained as required125126128 Environmental Protection Investment | Item | Amount/Ratio | | :--- | :--- | | Environmental Protection Investment | RMB 17.77 million | | Investment as a Percentage of Operating Revenue | 0.40% | Changes in Common Stock and Shareholders This section details the company's share capital structure and provides information on its major shareholders and ultimate controller Changes in Share Capital The company's total number of common shares and share capital structure remained unchanged during the reporting period - During the reporting period, the company's total number of common shares and its share capital structure did not change132 Shareholders and Ultimate Controller The company is controlled by Kunming Steel Holding, with the Yunnan Provincial SASAC as the ultimate controller - As of the end of the reporting period, the company had a total of 42,778 common shareholders135 - The company's controlling shareholder is Kunming Steel Holding Co., Ltd., and the ultimate controller is the State-owned Assets Supervision and Administration Commission of the Yunnan Provincial People's Government139141 Top Ten Shareholders at the End of the Reporting Period | Shareholder Name | Year-end Shareholding (Shares) | Percentage (%) | Share Status | | :--- | :--- | :--- | :--- | | Kunming Steel Holding Co., Ltd. | 595,841,429 | 60.19 | Pledged 248,000,000 | | Yuntianhua Group Co., Ltd. | 102,083,000 | 10.31 | None | | Zhang Qunying | 7,796,800 | 0.79 | None | | CITIC Securities Co., Ltd. | 7,212,256 | 0.73 | None | Information on Preferred Shares The company had no preferred shares during the reporting period - During the reporting period, the company had no preferred shares145 Directors, Supervisors, Senior Management, and Employees This section provides details on management remuneration, shareholdings, and the overall employee structure and compensation policies Shareholdings and Remuneration of Directors, Supervisors, and Senior Management No directors, supervisors, or senior management held company shares, and their total pre-tax remuneration was RMB 3.07 million - During the reporting period, all directors, supervisors, and senior management held zero shares of the company at both the beginning and end of the year147 Remuneration of Selected Directors, Supervisors, and Senior Management (RMB 10,000) | Name | Position | Total Pre-tax Remuneration | | :--- | :--- | :--- | | Peng Wei | Chairman, Party Secretary | 9.24 | | Li Li | Director, General Manager | 37.36 | | Zhang Xiaoke | Secretary of the Board, Deputy GM | 55.07 | | Total | / | 307.09 | Employee Information The company employed 2,087 people, with production staff forming the largest group, and implemented a performance-linked compensation system - The company's compensation policy is linked to performance contracts, implementing a "one policy per plant, one policy per person" distribution method to stimulate vitality158 - In 2017, the company exceeded its training plan, organizing 278 training programs for 8,925 participants with a total training expenditure of RMB 1.35 million160 Employee Professional Composition | Professional Category | Number of People | | :--- | :--- | | Production Personnel | 1644 | | Sales Personnel | 76 | | Technical Personnel | 197 | | Financial Personnel | 40 | | Administrative Personnel | 130 | | Total | 2,087 | Corporate Governance This section describes the company's governance structure and reports on the internal control evaluation, which received a negative opinion Corporate Governance Overview The company operates in compliance with relevant laws and maintains a well-defined governance structure independent from its controlling shareholder - The company operates in strict accordance with legal and regulatory requirements, with a sound corporate governance structure and clear responsibilities for the shareholders' meeting, board of directors, supervisory committee, and management, ensuring independent operation163 Internal Control The company received a negative opinion on its internal control audit report due to significant deficiencies in financial reporting processes - Ruihua Certified Public Accountants issued a negative opinion in the "Internal Control Audit Report" on the effectiveness of the company's internal controls related to financial reporting for 2017170 - The issues leading to the negative opinion include: 1) Failure to identify impairment indicators for significant accounts receivable, causing a severe discrepancy between profit forecasts and actual results; 2) A subsidiary committed to establishing two partnership enterprises without necessary decision-making approvals and information disclosure170171 Information on Corporate Bonds This section provides details on the company's outstanding corporate bond, its credit rating, and an analysis of its deteriorating solvency Corporate Bond Overview and Rating The company has one outstanding bond with a "AA" rating and has fulfilled its interest payment obligations for the year - In June 2017, Lianhe Credit Rating Co., Ltd. maintained the company's corporate credit rating at "AA-" with a stable outlook, and the credit rating of the "13 Yunmei Bond" at "AA"180 - During the reporting period, the company duly fulfilled its obligations under the bond prospectus, making a full annual interest payment of RMB 19.5 million on December 4, 2017177186 Corporate Bond Basic Information | Bond Abbreviation | Code | Issue Date | Maturity Date | Bond Balance (RMB billion) | Coupon Rate (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | 13 Yunmei Bond | 122258 | 2013-12-03 | 2020-12-03 | 0.25 | 7.80 | Solvency Analysis The company's key solvency indicators deteriorated, with the interest coverage ratio falling below 1, signaling heightened debt service risk - As of the end of the reporting period, the company had a total bank credit line of RMB 1.37 billion, with RMB 551.6 million utilized185 Key Solvency Financial Indicators | Key Indicator | 2017 | 2016 | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | EBITDA | 203,942,435.48 RMB | 555,479,909.45 RMB | -63.29% | | Asset-Liability Ratio (%) | 42.65% | 52.63% | -9.98% | | Interest Coverage Ratio | 0.70 | 1.60 | -56.24% | Financial Report This section includes the auditor's report, which gave an unqualified opinion, and the primary financial statements for the year Audit Report The auditor issued a standard unqualified opinion on the financial statements but highlighted related-party transactions and goodwill impairment as key audit matters - The audit firm issued a standard unqualified audit opinion on the company's 2017 financial statements189 - Key audit matters were identified as "Related Parties and Related-Party Transactions" and "Goodwill Impairment," due to the significant volume and complexity of transactions and the reliance on management estimates in impairment testing, respectively192194 Financial Statements The financial statements show a decrease in total assets and a shift from net profit to a net loss of RMB 48.64 million in 2017 Consolidated Balance Sheet Summary (As of December 31, 2017) | Item | Closing Balance (RMB) | Opening Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 5,268,274,448.16 | 6,413,511,916.25 | | Total Liabilities | 2,285,675,027.93 | 3,375,691,083.77 | | Equity Attributable to Parent Company | 2,915,325,719.38 | 2,972,228,313.50 | Consolidated Income Statement Summary (For the Year 2017) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 4,422,929,775.19 | 3,375,166,041.60 | | Operating Profit | -51,531,771.29 | -133,708,783.22 | | Total Profit | -30,323,631.18 | 100,557,817.84 | | Net Profit Attributable to Shareholders | -48,638,680.59 | 48,542,597.11 | Consolidated Cash Flow Statement Summary (For the Year 2017) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 389,795,893.34 | 628,395,566.65 | | Net Cash Flow from Investing Activities | 353,469,641.29 | 143,648,063.60 | | Net Cash Flow from Financing Activities | -767,655,421.29 | -811,507,269.54 | | Net Increase in Cash and Cash Equivalents | -24,389,886.66 | -39,463,639.29 | Directory of Documents for Inspection This section lists the reference documents available for inspection
云煤能源(600792) - 2017 Q4 - 年度财报