ChatDOC/OCRFlux-bench-single huggingface dataset:
5. to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;

6. to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

7. to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;

8. to ensure that no Director or any of his/her associates (as defined in the Listing Rules) is involved in deciding his/her own remuneration; and

9. to report back to the Board on their decisions or recommendation, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

The written terms of reference of the Remuneration Committee are available on the websites of the Stock Exchange and the Company.

From the Listing Date and up to the year ended 31 December 2017, one Remuneration Committee meeting was held. Save as Mr. Yang Zhongkai, all the members of the Remuneration Committee attended the meeting. At the meeting, the Remuneration Committee reviewed remuneration of the Directors and senior management, and thought that the remunerations of whom were reasonable and appropriate.

# Nomination Committee

The Nomination Committee currently comprises three members, including two independent non-executive Directors namely Mr. Shi Weixing (chairman), Mr. Yang Zhongkai and one executive Director namely Mr. Peng YH.

The principal duties of the Nomination Committee include the following:

1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

2. to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;

3. to assess the independence of independent non-executive Directors;

4. to make recommendations to the Board on the appointment or reappointment of Directors and the succession planning for Directors, in particular the chairman and the chief executive officer; and

5. to review the Board diversity policy.

The Nomination Committee assesses the candidate or incumbent on criteria such as integrity, experience, skill and ability to commit time and effort to carry out the duties and responsibilities. The recommendations of the Nomination Committee will then be put to the Board for decision. The written terms of reference of the Nomination Committee are available on the websites of the Stock Exchange and the Company.
# EXHIBIT A

# REGISTRATION RIGHTS

1. Applicability of Rights. The Holders (as defined below) shall be entitled to the following rights only with respect to any potential public offering of the Company’s Shares in the United States. The rights provided hereunder shall terminate with respect to any Holder, at the earlier of (a) eight years after the Company’s IPO and (b) if all Registrable Securities held by such Holder may then be sold without registration in any ninety (90) day period pursuant to Rule 144 promulgated under the Securities Act.

2. Definitions. In this Agreement, in addition to those defined in the context, the following expressions shall have the following meanings:

“ADSs” means American Depositary Shares representing the relevant number of the Company’s ordinary shares.

“Form F-3” mean such respective form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Holder” means any Person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable Securities to whom rights under this Agreement have been duly assigned in accordance with this Agreement.

For purposes of this Section 2, “Holder”, the term “Holder” means any Person owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

“Registrable Securities” means (1) any Ordinary Shares of the Company issued or to be issued pursuant to the conversion of any Preference Shares;(2) any Ordinary Shares of the Company issued or issuable upon the conversion or exercise of any warrant, right or other security which is issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preference Shares described in clause (1) of this definition; and (3) any other Ordinary Shares of the Company owned or hereafter acquired by holders of Preference Shares. Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a Person in a transaction in which rights under this Agreement are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise.
“Registrable Securities then outstanding” means the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding or are issuable upon conversion of Preference Shares then issued and outstanding, or issuable upon conversion or exercise of any warrant, right or other security then outstanding.

“SEC” or “Commission” means the U.S. Securities and Exchange Commission.

# 3. Demand Registration.

(a) Request by Holders. If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders of at least 15% of the Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US\$50,000,000 (or, in the case of an initial public offering, US\$200,000,000); provided, further, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).
# SUMMARY FINANCIAL INFORMATION

We maintained a profitable operation during the Track Record Period. In 2011, our net profit was RMB513.2 million, representing an increase of 74.9% from RMB293.4 million in 2010. We also had a prudent net debt to equity ratio of 15.0% as of 30 June 2012 as a result of our strict financial disciplines over all aspects of our operations from land acquisition to construction. We intend to continue maintaining a disciplined financial strategy.

The fair value gains of investment properties accounted for a substantial portion of our net profit during the Track Record Period, which may, however, fluctuate from time to time. For details, please refer to the section headed “Risk Factors — Fair value gains on our investment properties represented a substantial portion of our net profit during the Track Record Period, and the fair value of our investment properties is likely to fluctuate from time to time and may decrease significantly in the future, which may materially and adversely impact our profitability” in this prospectus.

# Selected Consolidated Statements of Comprehensive Income and Statements of Financial Position Line Items

Year ended 31 December	Six months ended 30 June
2009	2010	2011	2011	2012
RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
(unaudited)
Revenue	493,800	483,524	524,495	167,230	662,351
Gross profit	206,154	140,992	241,061	70,068	321,781
Changes in fair value of investment properties	250,183	306,900	539,919	229,579	75,000
Profit and total comprehensive income attributable to:
Owners of the Company	263,403	280,744	498,488	187,892	198,767
Non-controlling interests	15,033	12,632	14,705	8,134	7,916
278,436	293,376	513,193	196,026	206,683
Profit and total comprehensive income (excluding fair value gains
and the relevant deferred taxes) attributable to:
Owners of the Company	83,274	58,894	103,446	22,554	145,443
Non-controlling interests	7,525	4,307	4,808	1,288	4,990
90,799	63,201	108,254	23,842	150,433

As of 31 December	As of 30 June
2009	2010	2011	2012
RMB’000	RMB’000	RMB’000	RMB’000
Current assets	1,058,443	1,421,378	1,175,695	1,125,256
Current liabilities	975,153	1,249,910	1,178,662	756,582
Net current assets (liabilities)	83,290	171,468	(2,967)	368,674
Net assets	1,354,631	1,635,894	2,077,334	2,640,968
Total assets	3,039,726	3,800,116	4,254,543	4,477,322

# Selected Consolidated Statements of Cash Flows Line Items

Year ended 31 December	Six months ended 30 June
2009	2010	2011	2011	2012
RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
(unaudited)
Net cash from (used in) operating activities	26,684	261,480	134,012	118,520	(75,434)
Net cash (used in) from investing activities	(10,793)	(158,269)	(99,997)	(94,034)	16,586
Net cash from (used in) financing activities	158,503	75,693	(225,540)	(108,518)	(45,404)
Net increase (decrease) in cash and cash equivalents	174,394	178,904	(191,525)	(84,032)	(104,252)
Cash and cash equivalents at beginning of year/period	34,868	209,262	388,166	388,166	196,641
Cash and cash equivalents at end of year/period	209,262	388,166	196,641	304,134	92,389
# I. DISCUSSION AND ANALYSIS ON THE OPERATIONS

In 2018, the macro economy basically maintained a stable and positive development trend, while the coal production and economy were in a good state of operation, industry concentration was further improved. The supply and demand in the domestic coal market were booming and balanced as well in general. The supply-side reform drove a continual rise of coal price and better profitability of the industry. Based on its existing strategic development goals, the Company was effectively responsive to market changes for the purpose of advancing its continuous high-quality development.

As of the end of the reporting period, the Company recorded a total asset of RMB94.551 billion, a revenue of RMB38.017 billion in 2018 and a net profit attributable to owners of the parent company of RMB4.194 billion.

# (I) Coal sector

During the reporting period, the Company has realized production of commodity coal of 47.69 million tonnes and sales of coal of 85.99 million tonnes.

# 1. Coal production

During the reporting period, the Company completed the optimization and promotion of new processes and new technologies, improved the recovery rate and maximized economic benefits. Meanwhile, the Company focused on deliberating on the coal refining plans for all coal mines and coal washing plants, assisted the reform of production system, diversified the type of commodity coal, and increased lump coal rate, thereby achieving coal refining, cost reduction and efficiency enhancement.

# 2. Coal transportation and sales

In 2018, the Company strengthened marketing for coal. On the basis of enhancing the key contracted users, the Company brought its sale pace under control through sub-division of coal type, combination of futures and spot, direct supply of orders, container distribution and other new trade modes, optimizing its client structure and gradually releasing new driving forces.

# (II) Railway sector

In 2018, as driven by the strategy of transportation-sale integration, the Company seized the new opportunities brought by the reform of railway cargo settlement, strengthened the coordination of transportation with sales and storage & shipment management to improve the turnover rate; and established the Gonggou Shipment Station and increased supply. During the reporting period, Zhundong Railway Company and Huzhun Railway Company dispatched 74.20 million tonnes and 32.15 million tonnes of coal, respectively. The traffic volume through the Company’s self-operated railways first exceeded 100 million tonnes with a profit of RMB667 million achieved.
# Significant Catastrophe Losses

The Company defines a ‘‘catastrophe’’ as an event that:

• is designated a catastrophe by internationally recognized organizations that track and report on insured losses resulting from catastrophic events, such as Property Claim Services (PCS) for events in the United States and Canada; and

• the Company’s estimates of its ultimate losses before reinsurance and taxes exceed a pre-established dollar threshold.

The Company’s threshold for disclosing catastrophes is primarily determined at the reportable segment level. If a threshold for one segment or a combination thereof is exceeded and the other segments have losses from the same event, losses from the event are identified as catastrophe losses in the segment results and for the consolidated results of the Company. Additionally, an aggregate threshold is applied for International business across all reportable segments. The threshold for 2017 ranged from approximately \$17 million to \$30 million of losses before reinsurance and taxes.

The following table presents the amount of losses recorded by the Company for significant catastrophes that occurred in 2017, 2016 and 2015, the amount of net unfavorable (favorable) prior year reserve development recognized in 2017 and 2016 for catastrophes that occurred in 2016 and 2015, and the estimate of ultimate losses for those catastrophes at December 31, 2017, 2016 and 2015. For purposes of the table, a significant catastrophe is an event for which the Company estimates its ultimate losses will be \$100 million or more after reinsurance and before taxes.

(in millions, pre-tax and net of reinsurance)	Losses Incurred /
Unfavorable (Favorable)
Prior Year Reserve
Development for the Year
Ended December 31,	Estimated Ultimate
Losses at December 31,
2017	2016	2015	2017	2016	2015
2015
PCS Serial Number:
68—Winter storm . . . . . . . . . . . . . . . . . . . . . . . . . .	$ 3	$(11)	$140	$132	$129	$140
2016
PCS Serial Number:
21—Severe wind and hail storms . . . . . . . . . . . . . . .	(2)	150	n/a	148	150	n/a
25—Severe wind and hail storms . . . . . . . . . . . . . . .	10	168	n/a	178	168	n/a
2017
PCS Serial Number:
22—Severe wind and hail storms . . . . . . . . . . . . . . .	111	n/a	n/a	111	n/a	n/a
32—Severe wind and hail storms . . . . . . . . . . . . . . .	210	n/a	n/a	210	n/a	n/a
43—Hurricane Harvey . . . . . . . . . . . . . . . . . . . . . . .	254	n/a	n/a	254	n/a	n/a
44—Hurricane Irma . . . . . . . . . . . . . . . . . . . . . . . .	187	n/a	n/a	187	n/a	n/a
48—California wildfire—Tubbs fire . . . . . . . . . . . . . .	507	n/a	n/a	507	n/a	n/a

n/a: not applicable.

# Amortization of Deferred Acquisition Costs

Amortization of deferred acquisition costs in 2017 was \$4.17 billion, \$181 million or 5% higher than in 2016. Amortization of deferred acquisition costs in 2016 was \$3.99 billion, \$100 million or 3% higher than in 2015. Amortization of deferred acquisition costs is discussed in more detail in the segment discussions that follow.
(3) Times International is wholly-owned by Honour Family. Honour Family is wholly-owned by UBS Trustees as trustee of the Honour Family Trust. Mr. Huang is the settlor of Honour Family Trust. Times Properties is wholly-owned by Mr. Huang. Mr. Wong is the brother of Mr. Huang and both Mr. Wong and Mr. Huang have agreed to act in concert with each other. Each of Times International, Honour Family, UBS Trustees, Times Properties and Mr. Huang is deemed to be interested in the Shares in which TGI is interested.

(4) Sze Kai Fei is the spouse of Mr. Wong. By virtue of the SFO, Sze Kai Fei is deemed to be interested in the Shares in which Mr. Wong is interested.

(5) Fan Huili is the spouse of Mr. Huang. By virtue of the SFO, Fan Huili is deemed to be interested in the Shares held by Mr. Huang.

If the Over-allotment Option is fully exercised, the beneficial interest of each of TGI, Redco Holdings, Redco Properties, Global Universe, Global Investment, Mr. Wong, Times International, Honour Family, UBS Trustees, Times Properties, Mr. Huang and Ms. Sze Kai Fei will be approximately 72.29%.

Save as disclosed above and in “Appendix IV — Statutory and General Information — C. Further Information about our Directors and Substantial Shareholders”, our Directors are not aware of any person who will, immediately following the completion of the Capitalization Issue and the Global Offering (without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option), have beneficial interests or short positions in any Shares or underlying Shares, which would be required to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly interested in 10% or more of the issued voting shares of any member of our Group. Our Directors are not aware of any arrangement which may at a subsequent date result in a change of control of our Company.
The following is a description of the authorized and issued share capital of our Company in issue and to be issued as fully paid or credited as fully paid immediately before and following the completion of the Global Offering and the Capitalization Issue (without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option):

Nominal value
(HK$)
Authorized share cailpta:
1,000,000,000	Shares of HK$0.1 each	100,000,000
Issued and to be issued, fully paid or credited as fully paid:
4	Shares in issue as of the date of this document	0.4
149,999,996	Shares to be issued lipursuant to the Caiiptazaton Issue	14,999,999.6
50,000,000	Shares to be issued under the Global Offering	5,000,000
200,000,000	Total	20,000,000

# ASSUMPTIONS

The above table assumes that the Global Offering becomes unconditional and the Shares are issued pursuant to the Global Offering and Capitalization Issue are made. It takes no account of any Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option or any Shares which may be issued or repurchased by us pursuant to the general mandates granted to our Directors to issue or repurchase Shares as described below.

# RANKINGS

The Offer Shares will be ordinary shares in the share capital of our Company and will carry the same rights in all respects with all Shares in issue or to be issued as mentioned in this document and, in particular, will rank in full for all dividends or other distributions declared, made or paid on the Shares in respect of a record date which falls after the date of this document save for the entitlement under the Capitalization Issue.

# GENERAL MANDATES TO ALLOT AND ISSUE AND TO REPURCHASE SHARES

Subject to the Global Offering becoming unconditional, general mandates have been granted to our Directors to allot and issue Shares and to repurchase Shares. See “Statutory and General Information — A. Further Information about Our Company — 4. Written Resolutions of Our Shareholder passed on March 14, 2022” in Appendix IV to this document for details of such general mandates.
# IX. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

# 1. Objective and policies of risk management (Continued)

# (1) Market risks (Continued)

# 2) Interest rate risk

The risk that changes in interest rate lead to changes in cash flow of the financial instruments of the Company is mainly associated with floating-rate bank borrowings. The Company currently does not have a foreign currency hedging policy to hedge against its exposures. However, the management will closely monitor foreign currency risk and will consider hedging significant foreign currency risk when the risk arises.

# 3) Price risk

The Company other price risk is mainly concentrated on investments held for trading quoted in the stock exchange of the PRC. The management monitors the price risk exposure and will take appropriate measures should the need arise.

# (2) Credit risk

On 31 December 2018, the most significant credit risk exposure that might incur financial losses on the Company was mainly attributable to a contractual counterparty’s failure to perform its obligations resulting losses on financial assets of the Company and financial guarantee undertaken by the Company, specific details are set out as follows:

The carrying amount of financial assets recognised in the consolidated balance sheet: in respect of financial instruments carried at fair value, the carrying amount reflects the risk exposure; however, such amount does not represent the maximum credit exposure which changes in line with future changes in fair value.

In order to mitigate credit risk, the Company established a committee to be responsible for determining credit limits, approving credit applications and carrying out other monitoring procedures to ensure necessary actions are taken to collect overdue debts. Besides, the Company reassesses the collectability of each amount receivable on an individual basis at each balance sheet date, in order to ensure sufficient bad debt provision is allocated for amounts that are not recoverable. As such, the management of the Company believes the credit risk assumed by the Company has been significantly reduced.