Zhengzhou Coal Mining Machinery Group Company Limited 2021 INTERIM REPORT Corporate Profile Zhengzhou Coal Mining Machinery Group Company Limited (the “Company” or “ZMJ”) was incorporated in the People’s Republic of China (the “PRC”) on 28 December 2008 as a joint stock company with limited liability. The Company’s A shares were listed on the Shanghai Stock Exchange on 3 August 2010. The Company’s H shares were listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 5 December 2012. The Company is a leading comprehensive coal mining and excavating equipment manufacturer in the PRC. It focuses on the manufacturing and sales of hydraulic roof supports, and is the largest hydraulic roof support manufacturer in the PRC. The Company is also engaged, through its subsidiaries, in the research and development, manufacturing and sale of and servicing for auto parts, as well as the trading of steel and other raw materials. The established operating history, high quality products, strong research and development capabilities, advanced manufacturing processes and extensive sales and service network of the Company and its subsidiaries are the keys to its success and enable it to maintain its leading position in the coal mining and excavating equipment market and auto parts market. A H Contents Corporate Information 2 Chairman’s Statement 5 Management Discussion and Analysis 10 Directors, Supervisors and Chief Executives 18 Material Events 24 Report on Review of Interim 32 Condensed Consolidated Financial Information Interim Condensed Consolidated Statement of 33 Profit or Loss and Other Comprehensive Income Interim Condensed Consolidated 35 Statement of Financial Position Interim Condensed Consolidated 37 Statement of Changes in Equity Interim Condensed Consolidated 39 Statement of Cash Flows Notes to the Interim Condensed 42 Consolidated Financial Information Corporate Information Directors Mr. Jiao Chengyao (Chairman and Executive Director) Mr. Xiang Jiayu (Vice Chairman and Executive Director) Mr. Jia Hao (Executive Director and Employee Director) Mr. Fu Zugang (Executive Director) Mr. Wang Xinying (Executive Director) Mr. Cui Kai (Non-Executive Director) (appointed on 31 March 2021) 2021 3 31 Mr. Yang Dongsheng (Non-Executive Director) (appointed on 31 March 2021 and resignation effective from 3 August 2021) 2021 3 31 2021 8 3 Mr. Cheng Jinglei (Independent Non-Executive Director) Mr. Ji Feng (Independent Non-Executive Director) (appointed on 31 March 2021) 2021 3 31 Ms. Guo Wenqing (Independent Non-Executive Director) (appointed on 31 March 2021) 2021 3 31 Mr. Fang Yuan (Independent Non-Executive Director) (appointed on 31 March 2021) 2021 3 31 Mr. Wang Bin (Executive Director) (resignation effective from 31 March 2021) 2021 3 31 Mr. Li Xudong (Independent Non-Executive Director) (resignation effective from 31 March 2021) 2021 3 31 Mr. Jiang Hua (Independent Non-Executive Director) (resignation effective from 31 March 2021) 2021 3 31 Supervisors Mr. Liu Qiang Mr. Cheng Xiangdong (appointed on 31 March 2021) 2021 3 31 Mr. Wang Yue Mr. Zhang Yonglong (appointed on 31 March 2021) 2021 3 31 Mr. Zhang Minglin (appointed on 31 March 2021) 2021 3 31 Mr. Bao Xueliang (appointed on 31 March 2021) 2021 3 31 Mr. Cui Zonglin (appointed on 31 March 2021) 2021 3 31 Mr. Cui Leilei (resignation effective from 31 March 2021) 2021 3 31 Mr. Ni Wei (resignation effective from 31 March 2021) 2021 3 31 Mr. Zhou Rong (resignation effective from 31 March 2021) 2021 3 31 Mr. Zhang Yichen (resignation effective from 31 March 2021) 2021 3 31 Mr. Yuan Shaochong (resignation effective from 31 March 2021) 2021 3 31 Strategy Committee Mr. Jiao Chengyao (Chairman) Mr. Xiang Jiayu Mr. Yang Dongsheng (appointed on 31 March 2021 and resignation effective from 3 August 2021) 2021 3 31 2021 8 3 Mr. Jia Hao Mr. Cheng Jinglei (appointed on 31 March 2021) 2021 3 31 Mr. Fu Zugang (resignation effective from 31 March 2021) 2021 3 31 Mr. Jiang Hua (resignation effective from 31 March 2021) 2021 3 31 2 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Corporate Information Audit Committee Mr. Ji Feng (Chairman) (appointed on 31 March 2021) 2021 3 31 Mr. Cui Kai (appointed on 31 March 2021) 2021 3 31 Ms. Guo Wenqing (appointed on 31 March 2021) 2021 3 31 Mr. Li Xudong (Chairman) (resignation effective from 31 March 2021) 2021 3 31 Mr. Jiang Hua (resignation effective from 31 March 2021) 2021 3 31 Mr. Cheng Jinglei (appointed on 15 June 2020 and 2020 6 15 resignation effective from 31 March 2021) 2021 3 31 Nomination Committee Ms. Guo Wenqing (Chairman) (appointed on 31 March 2021) 2021 3 31 Mr. Xiang Jiayu (appointed on 31 March 2021) 2021 3 31 Mr. Cheng Jinglei (appointed on 15 June 2020) 2020 6 15 Mr. Jiang Hua (Chairman) (resignation effective from 31 March 2021) 2021 3 31 Mr. Fu Zugang (resignation effective from 31 March 2021) 2021 3 31 Remuneration and Assessment Committee Mr. Ji Feng (Chairman) (appointed on 31 March 2021) 2021 3 31 Mr. Jia Hao (appointed on 31 March 2021) 3 31 2021 Mr. Fang Yuan (appointed on 31 March 2021) 3 31 2021 Mr. Li Xudong (Chairman) (resignation effective from 31 March 2021) 2021 3 31 Mr. Jiang Hua (resignation effective from 31 March 2021) 2021 3 31 Mr. Cheng Jinglei (appointed on 15 June 2020 and 2020 6 15 resignation effective from 31 March 2021) 2021 3 31 Auditors International auditors: PricewaterhouseCoopers 22/F, Prince’s Building, Central, Hong Kong 22 Domestic auditors: BDO CHINA SHU LUN PAN, Certified Public Accountants LLP 4th Floor, No. 61 Nanjing East Road, Shanghai, 61 4 200002 200002 Principal Place of Business in Hong Kong 40/F, Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong 248 40 Registered Office in the PRC No. 167, 9th Street, Econ-Tech Development Zone Zhengzhou, Henan Province, PRC 167 2021 3 Corporate Information Headquarters in the PRC No. 167, 9th Street, Econ-Tech Development Zone Zhengzhou, Henan Province, PRC 167 Company’s Website www.zmj.com www.zmj.com H Share Registrar H Computershare Hong Kong Investor Services Limited Shops 1712–1716, 17th Floor, Hopewell Centre, 183 183 Queen’s Road East, Wanchai, Hong Kong 17 1712–1716 A Share Registrar A Shanghai Branch, China Securities Depository and Clearing Corporation Limited No. 188 Yanggao South Road, Pudong New District, Shanghai 188 Stock Codes H Share: 00564 (The Stock Exchange of Hong Kong Limited) H 00564 A Share: 601717 (Shanghai Stock Exchange) A 601717 Principal Banks Industrial and Commercial Bank of China Limited Jianshe Road Branch, Zhengzhou No. 11 West Jianshe Road, Zhengzhou, Henan Province, PRC 11 Bank of China Limited Zhongyuan Branch, Zhengzhou No. 123 Zhongyuan Middle Road, Zhengzhou, Henan Province, PRC 123 Company Secretary Mr. Zhang Haibin Ms. Chan Yin Wah (assistant to Company Secretary) Authorized Representatives Mr. Jiao Chengyao Mr. Zhang Haibin Legal Advisers As to Hong Kong law: Clifford Chance As to PRC law: Haiwen & Partners 4 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Chairman’s Statement Dear shareholders, During the reporting period, the Company focused on its development strategy of “international strategic positioning, market-based corporate governance, high-end industry layout and global human resources”, and conscientiously carried out the spirit of the important instructions from General Secretary Xi Jinping during his inspection of ZMJ. The Company continued to drive its business reform, with faster transformation towards intelligence and digitisation, greater technology and management innovation as well as optimisation of the 150.82 22.47% governance structure, striving for high-quality development. As a result, its 12.86 6.69% key economic indicators improved continuously. For the reporting period, the operating revenue generated by the Company totalled RMB15,082 million, representing a period-to-period increase of 22.47%. Net profit amounted to RMB1,286 million, representing a period-to-period increase of 6.69%. I. Business review for the first half of 2021 2021 (I) Sustained market-oriented corporate reform 1. Completing the mixed ownership reform and establishing 1 a market-oriented governance structure The Company proactively worked with HNMIC on public solicitation of transferring 16% of its shares in ZMJ, with the 16% share transfer completed on 25 February 2021. The equity 2021 2 25 transfer represented a critical move for Henan Province to explore the transition of state-owned assets supervision from “Management of People, Affairs and Assets” to “Capital Management”. It also constituted a major attempt for HNMIC and ZMJ to perform their responsibility as state-owned enterprises, carry out the “Campaign of Reforming Hundreds of SOEs” ( ), transform their operating mechanism at a deeper level and explore the way of SOE reform in Henan. During the reporting period, the Company completed the election of new sessions of its board of directors, board of supervisors and management under a new shareholder structure. ZMJ has established a more market-oriented governance structure on the basis of a more diversified and mixed shareholding structure. Its governance entities were elected pursuant to the Company Law and the Articles of Association, with well specified responsibilities and powers and proper performance of duties, to enhance corporate governance capability and keep driving the development of the Company. 2021 5 Chairman’s Statement 2. Further improving the HR management system and the 2 remuneration and incentive mechanism of the Company We continued to solidify our three-tier talent cultivation system with a combination of online and offline training to properly grow our talents, build our talent portfolio and develop a hub for talents. In addition, we further improved the market-oriented and international mechanism for remuneration, incentives, appraisal and restraints, as well as the remuneration system 2021 of our group companies. We also implemented the 2021 restricted share incentive scheme to stimulate impetus within the Company. (II) Stable development of the Company’s business under strategic guidance 1. Operation of the coal mining machinery segment 1 In the first half of 2021, the Company continued to optimise 2021 its management structure and advance its work orderly under the annual operation policy of “ensuring operation with lower costs and higher efficiency, allowing more difference in integration and innovation, facilitating upgrade through digital transformation and expanding markets with intelligence and comprehensiveness”. During the reporting period, the Company recorded growth in both orders and payment collection and saw the substantive effect of its comprehensive strategy, with steady growth in orders for its equipment sets. High growth continued for such intelligent products as workface control system, with a record number of orders. Intelligent manufacturing took place steadily as our digital plants underwent equipment installation and commissioning, whilst the digital reform of supply chains was launched in full swing. During the reporting period, coal prices stood at high levels and lifted the profitability of coal enterprises. Their development of intelligent operation bolstered the demand for coal mining machinery. As a leading enterprise, the Company experienced swift period-to-period growth in orders with production in full capacity. Still, the Company saw its profitability squeezed to a certain extent by such elements as surging raw material prices and stiffer industry competition. 6 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Chairman’s Statement 2. Operation of the auto parts segment 2 Given the gradual recovery of auto markets, the Company saw improving operation of its auto parts business over the reporting period, as the commercial vehicles business continued to grow and the passenger vehicles business resumed its growth. ASIMCO renewed its best same-period performance in overall revenue and profit. On one hand, the firm enhanced and optimised its existing business to capture the early opportunities in technology and market from the National VI emission upgrade project, and implemented the capacity expansion projects of ASIMCO Shanxi and Shuanghuan Piston Ring. On the other hand, the firm worked to develop new business, expedited international market development, surveyed and explored transformation and upgrade opportunities in new energy. It strived to develop the market of noise reduction, vibration 2021 damping and sealing products for new energy vehicles, and 3,000 managed to establish its presence in the supply chain system of new energy clients such as XPeng, Nio and Changan New Energy. For the first half of 2021, the new energy business recorded direct and indirect sales revenue of RMB30 million. SEG delivered stable growth in operating revenue, as it SEG benefited from a reviving global auto market. Meanwhile, the firm implemented cost reduction measures and negotiated with clients on raw material price compensation, which led SEG to sustained improvement in operations. During the reporting period, SEG optimised its global personnel and business structure and finished restructuring the German business. Its starter and generator laboratories were relocated from Germany to Hungary. With restructuring and layoffs completed, the German factory transferred production to its lower-cost Hungarian counterpart, and only retained trial production of samples, the technical centre and the highly profitable aftermarket business to significantly reduce labour costs. The Spanish factory reached a restructuring agreement with the labour union, and kept promoting personnel optimisation and capacity transfer based on order fulfilment. SEG remained attentive to policy changes and development trends in the auto market, maintained and expanded its advantageous position in energy-saving and emissions reduction technologies for internal combustion engines, proceeded with the survey and substantiation of its electrification strategy and path, and worked on the research and development of new energy motors, all in an effort to transform into new energy motors on a comprehensive scale. 2021 7 Chairman’s Statement 3. Zhima Street continuing to attract business and improve 3 its image with “Dual Innovation” Continuous efforts were made for “Zhima Street 1958 Dual Innovation Park Project” ( 1958 ), a project 1958 mainly engaged in renovating and improving the Company’s old + factories and with “Scientific Innovation and Cultural Innovation” 7.36 as its theme to revitalise idle factory premises. Its first phase 80% renovated and developed roughly 73,600 square metres, with an occupancy rate of over 80% and stable revenue. As an industrial platform for cross-sectoral integration on the Central Plains of China, Zhima Street will further integrate resources, create smart spaces, help its enterprises with transformation and upgrade and optimise the development environment for industries, empower both traditional and emerging enterprises, and strive to be a first-class exemplar in Zhengzhou, Henan Province and beyond. II. Business outlook for the second half of 2021 2021 1. Keep driving business reform to develop into a 1 manufacturer of high-end intelligent equipment with global influence We will continue to work on our products, markets, talents, digitisation, R&D and supply chains, refine and optimise our existing main business, explore fresh industrial opportunities for the future, and promote sustainable high-quality development of the Company. In respect of our coal mining machinery business, we will coordinate R&D resources, accelerate the breakthrough of intelligent technology innovation, and deepen the strategic cooperation with Huawei and Alibaba. We will cement our advantages as a leading enterprise in intelligent equipment sets and services for comprehensive mining workface, continue to develop the industrial internet platform of ZMJ, and strengthen the development of a professional service system for the entire lifecycle. We will also keep lowering production costs with the intelligent transformation of production lines and optimising procurement costs with the digital reform of supply chains. Furthermore, we will explore the business development opportunities related to smart mining, and accelerate the implementation of our “comprehensive, intelligent, international and society-oriented” strategies for the coal mining machinery segment. 8 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Chairman’s Statement In respect of our auto parts business, firstly, ASIMCO will implement an international development strategy and expand its core strengths SEG from the domestic sphere to the global arena. SEG will continue to promote business restructuring and capacity layout optimisation, in an aim to capture market share and enhance profitability. Secondly, the Company will leverage on its mighty R&D strength, a customer network of global coverage and excellent production technology, to facilitate the transformation of its auto parts business to energy saving, emissions reduction and new energy through various means such as R&D investment, alliance cooperation and capital operation. Meanwhile, we will strive to develop into a first-class global provider of auto electrification system solutions through the transformation from parts to components and even system integration and the implementation of the electrification strategy. 2. Engage in swift digital transformation of the 2 Company Going forward, competition is bound to be digital. Hence, the Company will be customer-centric to keep driving digitisation and information system development that will cover the entire process, and to empower its high-quality development with digitisation and intelligence. Application of big data will take place to develop smart mining system platforms as the command centre for intelligent comprehensive coal mining, to provide intelligent support for the production safety of coal mines. Internally, we will promote data exchange, synergy and sharing among segments and businesses to ramp up the control of the Group and strategic decision-making. 3. Enhance comprehensive risk management with 3 better emergency management capabilities Since July this year, Zhengzhou has successively confronted the 7 abrupt assaults from extreme rainstorm disasters and the COVID-19 pandemic. Such calamities were met by active and orderly response from the Company to ensure safety of its employees as well as normal production and operation. Looking ahead, in view of extreme weather conditions and the COVID-19 pandemic, the Company will properly work on regular epidemic prevention and control, further improve its ability to prevent and respond to various emergencies and enhance the Company’s emergency management mechanism. It will regularly organise training on essential knowledge and skills and emergency drills, and ramp up the emergency response awareness and skills of all its employees. We will also keep improving the comprehensive risk control system of the Company with internal control and internal audit as the core, and further tap into the functions of our board of supervisors, internal auditing and disciplinary inspection bodies, so that they can work as a collective force and ensure our operation in compliance with laws and regulations and asset security. Zhengzhou Coal Mining Machinery Group Company Limited Jiao Chengyao Chairman 26 August 2021 2021 8 26 2021 9 Management Discussion and Analysis Review of the period For six months ended 30 June 2021, the Group achieved sales revenue 2021 6 30 of RMB15,082.38 million, representing an increase of 22.47% from the 15,082.38 22.47% corresponding period of last year. Profit Attributable to Owners of the Company 1,286.47 was RMB1,286.47 million, representing an increase of 6.69% from the 6.69% 0.69 2021 6 corresponding period of last year. Earnings per share was RMB0.69. As at 30 30 5,060.33 June 2021, the Group had borrowing balances of RMB5,060.33 million. Overview The Group is a leading comprehensive coal mining and excavating equipment and auto parts manufacturer in the PRC. Our established operating history, high quality products, strong research and development capabilities, advanced manufacturing processes and extensive sales and service network are the keys to our success and allow us to maintain our leading position in the PRC coal SEG Automotive mining and excavating equipment market. With the completion of ASIMCO and Germany GmbH SEG Automotive Germany GmbH acquisition, the Group has duly entered the auto parts market and is engaged in two principal businesses, namely coal mining machinery and auto parts. Results of Operations The following table sets forth a summary, for the six months ended 30 June 2021 2020 6 30 2021 and 2020 indicated, of our consolidated results of operations. Six months ended 30 June 2021 2020 RMB millions RMB millions Revenue 15,082.38 12,315.47 Cost of sales (11,476.20) (9,152.08) Gross profit 3,606.18 3,163.39 Other income 183.05 152.39 Other gains and losses 45.41 (120.86) Selling and distribution expenses (589.94) (446.73) Administrative expenses (622.76) (534.83) Research and development expenses (683.82) (535.98) Restructuring costs (121.54) – Accrual of net impairment losses on financial and contract assets (18.49) (46.16) Share of profit of associates 19.92 10.91 Share of profit of a joint venture 2.97 2.15 Finance costs (150.40) (125.19) Profit before tax 1,670.58 1,519.09 Income tax expense (384.11) (313.30) Profit for the year 1,286.47 1,205.79 Profit for the year attributable to: Owners of the Company 1,202.21 1,135.17 Non-controlling interests 84.26 70.62 1,286.47 1,205.79 10 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Management Discussion and Analysis Six months ended 30 June 2021 2020 RMB millions RMB millions Other comprehensive income: Items that will not be reclassified to profit or loss: Remeasurement of post-employment benefit obligations (0.03) 0.57 Changes in the fair value of financial assets at fair value through other comprehensive income (0.01) (1.33) Items that may be reclassified to profit or loss: Exchange differences arising on translation 37.98 (64.29) Cash flow hedging 4.86 (32.44) Other comprehensive income for the period, net of income tax 42.80 (97.49) Total comprehensive income for the period 1,329.27 1,108.30 Total comprehensive income for the period attributable to: Owners of the Company 1,245.01 1,037.67 Non-controlling interests 84.26 70.63 1,329.27 1,108.30 Earnings per share – Basic (RMB) 0.69 0.66 – Diluted (RMB) 0.69 0.66 Revenue Our revenue increased by 22.47% from RMB12,315.47 million for the six months 2020 6 30 ended 30 June 2020 to RMB15,082.38 million for the six months ended 30 12,315.47 22.47% 2021 6 30 June 2021, mainly because of the 34.20% increase of auto parts segment as 15,082.38 2021 compared to that of the last period because of the increase in demand of both overseas and domestic auto parts market in the first half of 2021. 34.20% Cost of Sales Our cost of sales increased by 25.39% from RMB9,152.08 million for the six 2020 6 30 months ended 30 June 2020 to RMB11,476.20 million for the six months 9,152.08 25.39% 2021 6 30 ended 30 June 2021, because the sales increased in this period. 11,476.20 2021 11 Management Discussion and Analysis Gross Profit Driven by the above factors, our gross profit increased by 14.00% from 2020 6 30 RMB3,163.39 million for the six months ended 30 June 2020 to RMB3,606.18 3,163.39 14.00% 2021 million for the six months ended 30 June 2021. 6 30 3,606.18 The change in gross profit primarily comprised of two parts. The gross profit margin of the coal mining machinery segment decreased from 38.15% for the 2020 6 30 38.15% 2021 6 six months ended 30 June 2020 to 32.90% for the six months ended 30 June 30 32.90% 2021 6 30 2021. As of 30 June 2021, the gross profit margin of the auto parts segment 2020 6 30 of the Group increased slightly from 14.19% for the six months ended 30 June 14.19% 2021 6 30 2020 to 17.64% for the six months ended 30 June 2021. 17.64% Therefore, the overall gross profit margin of the Group decreased from 25.69% 2020 6 30 for the six months ended 30 June 2020 to 23.91% for the six months ended 30 25.69% 2021 6 30 June 2021. 23.91% Staff Costs and Remuneration Policy Our staff costs increased by 18.05% from RMB1,645.90 million for the six 2020 6 30 months ended 30 June 2020 to RMB1,942.97 million for six months ended 30 1,645.90 18.05% 2021 6 30 June 2021. The staff remuneration of the Group comprises of basic salary and 1,942.97 bonus payment, which is determined with reference to the operating results of the Group and results of performance assessment on the employees. The Group adheres to the orientation towards efficiency and results as well as the focus on top-tier staff. It also strives to ensure scientific and reasonable allocation of income. Profit Before Tax Being affected by the factors referred to above in aggregate, our profit before tax increased by 9.97% from RMB1,519.09 million for the six months ended 30 2020 6 30 1,519.09 June 2020 to RMB1,670.58 million for the six months ended 30 June 2021. 9.97% 2021 6 30 1,670.58 Income Tax Expense Our income tax expense increased by 22.60% from RMB313.30 million for 2020 6 30 the six months ended 30 June 2020 to RMB384.11 million for the six months 313.30 22.60% 2021 6 30 ended 30 June 2021, primarily because of the significant increase in taxable 384.11 income. Our effective tax rate increased to 22.99% for the six months ended 30 2020 6 30 June 2021 from 20.62% for the six months ended 30 June 2020. 20.62% 2021 6 30 22.99% Profit for the period In viewed of the combined effect of the above factors, our profit for the period and the aggregate of comprehensive income increased by 6.69% from 2020 6 30 1,205.79 RMB1,205.79 million for the six months ended 30 June 2020 to RMB1,286.47 6.69% 2021 6 30 million for the period ended 30 June 2021. 1,286.47 12 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Management Discussion and Analysis Cash Flows and Capital Expenditures As of 30 June 2021, the Group had RMB2,769.41 million in cash and cash 2021 6 30 equivalents. The Group’s cash and cash equivalents primarily consist of cash 2,769.41 and bank deposits. Six months ended 30 June 2021 2020 RMB millions RMB millions Net cash (used in)/from operating activities (401.32) 538.29 Net cash from/(used in) investing activities 1,077.51 (1,807.68) Net cash (used in)/from financing activities (864.93) 105.74 Net decrease in cash and cash equivalents (188.74) (1,163.65) Effect of foreign exchange rate changes (20.58) (90.44) Cash and cash equivalents at the beginning of year 2,978.73 3,863.44 Cash and cash equivalents at the end of period 2,769.41 2,609.35 Operating Activities Net cash outflow in operating activities for the six months ended 30 June 2021 2021 6 30 was RMB401.32 million. Cash outflow primarily comprised profit before taxation 401.32 of RMB1,670.58 million, primary adjusted for: (i) finance cost of RMB150.40 1,670.58 (i) million; (ii) depreciation of property, plant and equipment of RMB340.99 million, 150.40 (ii) 340.99 (iii) increase in inventories of RMB753.57 million, (iv) increase in trade and other (iii) 753.57 (iv) receivables of RMB2,004.36 million, (v) increase in trade and other payables of 2,004.36 (v) RMB252.59 million. 252.59 Investing Activities Net cash from investing activities for the six months ended 30 June 2021 2021 6 30 was RMB1,077.51 million, primarily comprising: (i) payment of RMB391.08 1,077.51 (i) million for the purchase of property, plant and equipment; (ii) placement for 391.08 (ii) RMB999.75 million for structured deposits; (iii) proceeds of RMB2,225.00 999.75 (iii) million from structured deposits; (iv) payment of pledged bank deposits of 2,225.00 (iv) 611.11 RMB611.11 million; (v) withdrawal of pledged bank deposits of RMB973.55 (v) 973.55 (vi) million; (vi) placement of bank deposits with original maturity over three months 2,102.21 of RMB2,102.21 million. 2021 13 Management Discussion and Analysis Financing Activities Net cash outflow in financing activities for the six months ended 30 June 2021 6 30 2021 was RMB864.93 million, primarily consisting of (i) net cash inflow from 864.93 (i) borrowing of RMB567.15 million; and (ii) cash outflow from the repayment of 567.15 (ii) redemption liability in the amount of RMB1,066.06 million. 1,066.06 Capital Expenditures We incurred capital expenditures of RMB425.87 million for the period ended 30 2021 6 30 June 2021, for purchase of property, plant and equipment and intangible assets. 425.87 Commitments and Contingent Liabilities Capital Commitments As of 30 June 2021, our commitments consisted of capital commitments for 2021 6 30 the acquisition of property, plant and equipment that have been authorized and 526.77 contracted for in the amount of RMB526.77 million. Contingent Liabilities During the year, the Group has endorsed and derecognised certain notes receivable for the settlement of trade and other payables with full recourse. In the opinion of the directors of the Company, the risk of the default in payment of the endorsed notes receivable is low because all endorsed notes receivable are issued and guaranteed by reputable PRC banks. The maximum exposure to the Group that may result from the default of these endorsed and derecognised notes receivable at the end of each reporting period is as follows: At At 30 June 31 December 2021 2020 RMB millions RMB millions Outstanding endorsed bills receivable with recourse 3,057.98 2,694.30 14 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Management Discussion and Analysis Working Capital and Indebtedness The following table sets forth details of our current assets and liabilities as of 30 2021 6 30 June 2021 (in RMB millions): 2021 2020 RMB millions RMB millions CURRENT ASSETS Finance lease receivables, current portion 139.28 122.83 Long-term receivables, current portion 37.43 156.94 Loans receivable from associates and a joint venture – 6.50 Inventories 5,244.05 4,531.79 Trade and other receivables 8,397.22 6,991.91 Transferred trade receivables 1,044.86 830.94 Financial assets at fair value through profit or loss 1,632.06 2,857.31 Financial assets at fair value through other comprehensive income 3,997.22 3,780.07 Derivative financial instruments 38.51 40.41 Tax recoverable 47.91 34.70 Contract related assets – 8.80 Bank deposits 2,713.32 2,763.29 Cash and cash equivalents 2,769.41 2,978.73 26,061.27 25,104.22 CURRENT LIABILITIES Trade and other payables 9,429.78 8,523.82 Contract liabilities 1,674.89 1,625.44 Income tax liabilities 179.62 231.90 Borrowings 669.76 974.00 Lease liabilities 117.96 114.98 Redemption liabilities – 1,420.88 Provisions 1,002.64 1,092.79 Liabilities associated with transferred trade receivables 1,044.86 830.94 Derivative financial instruments 23.37 13.73 14,142.88 14,828.48 NET CURRENT ASSETS 11,918.39 10,275.74 As of 30 June 2021, the Group had net current assets of approximately 2021 6 30 RMB11,918.39 million (31 December 2020: RMB10,275.74 million) and 11,918.39 2020 12 31 10,275.74 current ratio of 1.84 (31 December 2020: 1.69). The increase in current ratio 1.84 2020 12 31 1.69 was primarily due to the decrease in redemption liabilities for the period. As of 30 June 2021, the balance of the Group’s outstanding borrowings was 2021 6 30 RMB5,060.30 million, of which RMB669.76 million are current portion (31 5,060.30 669.76 December 2020: outstanding borrowings was RMB4,598.90 million, of which 2020 12 31 4,598.90 RMB974.00 million was current portion). 974.00 2021 15 Management Discussion and Analysis Capital Adequacy Ratio Gearing ratio is calculated by dividing the total liabilities netting off cash and cash equivalent at the end of the period/year by total equity at the end of the 100% period/year and multiplying by 100%. As of 30 June 2021, our gearing ratio was 121% (31 December 2020: 124%). 2021 6 30 121% 2020 12 31 124% Credit Risk Credit risk arises from trade and other receivables, finance lease receivables, long-term receivables, structured deposits, derivative assets, loan receivable from associates and a joint venture, pledged bank deposit, cash and cash equivalents. To manage the risk with respect to pledged bank deposit, cash and cash equivalents, structured deposits and derivative assets, the Group placed them in or entered into the contract with the banks with high reputation. The Group has policies in place to ensure that sales are made to reputable and creditworthy customers with an appropriate financial strength, credit history and an appropriate percentage of down payments. It also has other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews regularly the authorisation of credit limits to individual customers and recoverable amount of each individual trade receivables to ensure that adequate impairment losses are made for irrecoverable amounts. In respect of the business of manufacture of coal mining machinery, the Group generally receives advances in the form of notes 30% receivable or cash from customers (which approximate 30% of the contract 180 price) before delivery of its product and allows a credit period of 180 days to its 0 90 customers for the remaining contract price. In respect of auto parts, normally a credit period of 0 to 90 days is granted to its customers. During the period, the Group has endorsed and derecognised certain notes receivable for the settlement of trade and other payables with full recourse. In the opinion of the directors of the Company, the risk of the default in payment of the endorsed notes receivable is low because all endorsed notes receivable are issued and guaranteed by reputable PRC banks. The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Group compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial 1 3 recognition. The expected credit loss rates are determined based on historical credit losses experienced from the past 1 to 3 years and are adjusted to reflect current and forward-looking information such as macroeconomic factors affecting the ability of the customers to settle the receivables. It considers available reasonable and supportive forwarding-looking information. 16 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Management Discussion and Analysis Interest Rate Risk The Group is exposed to cash flow interest rate risk in relation to variable-rate borrowings. Currently, the Group does not have a specific policy to manage its interest rate risk, but management will closely monitor interest rate exposures and consider hedging significant interest rate risk should the need arise. Currency Risk The Group operates internationally and is exposed to foreign exchange risk arising from various non-functional currencies. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities. The actual foreign exchange risk faced by the Group therefore is primarily with respect to non-functional currency bank balances, and receivable (collectively “Non-Functional Currency Items”). Management monitors foreign exchange exposure and will consider hedging certain foreign currency exposure by using foreign exchange forward contracts when the need arises. The Group is mainly exposed to the foreign currency risk between USD/RMB, EUR/RMB and HKD/RMB. 2021 17 Directors, Supervisors and Chief Executives Change in information of Directors, Supervisors and Chief Executives Change of directors Due to the expiry of the term of the fourth session of the board of directors of the Company (the “Board”), Mr. Wang Bin, Mr. Jiang Hua and Mr. Li Xudong, members of the fourth session of the Board, were not nominated as candidates for re-election to the fifth session of the Board, they retired as directors of the Company with effect from 31 March 2021. As approved at the first Extraordinary General Meeting of the Company in 2021: Mr. Cui Kai and Mr. Yang Dongsheng were appointed as non-executive directors of the Company; Mr. Ji Feng, Ms. Guo Wenqing and Mr. Fang Yuan were appointed as independent non-executive directors of the Company with effect from 31 March 2021. Change of supervisors Due to the expiry of the term of the fourth session of the supervisory committee of the Company, Mr. Cui Leilei, Mr. Ni Wei, Mr. Zhou Rong, Mr. Zhang Yichen and Mr. Yuan Shaochong, members of the fourth session of the supervisory committee, were not nominated as candidates for re-election to the fifth session of the supervisory committee, they resigned as supervisors of the Company with effect from 31 March 2021. As approved at the first Extraordinary General Meeting of the Company in 2021 and the employees’ representative meeting of the Company: Mr. Cheng Xiangdong, Zhang Yonglong, Mr. Cui Zonglin, Mr. Zhang Minglin and Mr. Bao Xueliang were appointed as supervisors of the Company with effect from 31 March 2021. For the latest lists of directors and supervisors of the Company, please refer to the section headed “Corporate Information”. Save as disclosed above, for the six months period ended 30 June 2021 (the “Review Period”), there is no change in information of directors, supervisors and chief executives of the Company. Model Code for Securities Transactions by Directors and Supervisors The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules of the Stock Exchange”) as its code of conduct regarding securities transactions by the directors and the supervisors. After specific enquiry had been made with all the directors and supervisors, the directors and supervisors have confirmed that they had complied with the Model Code during the Review Period. 18 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Directors, Supervisors and Chief Executives Directors’, Supervisors’ and Chief Executives’ Interests and Short Positions in Securities of the Company and its Associated Corporations To the best knowledge of the directors, as at 30 June 2021, the directors, the supervisors and chief executives of the Company had interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (as defined in the Securities and Futures Ordinance (the “SFO”) of Hong Kong) which were required to be notified to the XV 7 8 Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under relevant provisions of the SFO); or were 352 required, pursuant to Section 352 of the SFO, to be recorded in the register referred to therein (including interests and short positions which they are taken or deemed to have under relevant provisions of the SFO); or were required to be notified to the Company and the Stock Exchange pursuant to the Model Code under the Listing Rules of the Stock Exchange, as follows: Approximate Approximate percentage of percentage of Director/ the relevant the total Long position/ Supervisor/ Capacity/ Class of Number of class of number of Short position/ Name Chief executive Nature of interest shares shares capital % shares % Lending pool % % Jiao Chengyao(1) Director Beneficial owner A Share 5,901,964 0.39 0.33 Long position (1) A Xiang Jiayu(1) Director Beneficial owner A Share 3,895,120 0.25 0.22 Long position (1) A Jia Hao(1) Director Beneficial owner A Share 2,400,000 0.16 0.14 Long position (1) A Fu Zugang(1) Director Beneficial owner A Share 4,526,720 0.30 0.26 Long position (1) A Interest of spouse A Share 200,000 0.01 0.01 Long position A Wang Xinying Director Beneficial owner A Share 1,895,040 0.12 0.11 Long position A Liu Qiang Supervisor Beneficial owner A Share 11,500 0.00 0.00 Long position A Zhang Minglin Supervisor Beneficial owner A Share 100,000 0.01 0.01 Long position A 2021 19 Directors, Supervisors and Chief Executives Directors’, Supervisors’ and Chief Executives’ Interests and Short Positions in Securities of the Company and its Associated Corporations (Continued) Note: (1) During the Review Period, the Company implemented the 2021 Restricted Share (1) 2021 Incentive Plan, through which Mr. Jiao Chengyao, a director, was granted 3,000,000 A 3,000,000 restricted A Shares, Mr. Xiang Jiayu was granted 2,000,000 restricted A Shares, A 2,000,000 Mr. Jia Hao was granted 2,400,000 restricted A Shares, and Mr. Fu Zugang was A 2,400,000 A granted 2,000,000 restricted A Shares. The number of shares of the four directors 2,000,000 listed in the table above included the restricted A Shares granted to them. The A A unlocking arrangement of the restricted A Shares of the Company as held by the 2021 four directors is subject to the unlocking conditions required by the 2021 Restricted Share Incentive Plan of the Company. Interests in Underlying Shares Approximate Approximate percentage of the percentage of the Number of relevant class of total number of Name of Directors Nature of interest Class of shares share options held capital % shares % % % Jia Hao Beneficial owner A Share 700,000 0.05 0.04 A Fu Zugang Beneficial owner A Share 600,000 0.04 0.03 A Save as disclosed above, as at 30 June 2021, none of the directors, the supervisors or chief executives of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (as defined in the SFO of Hong Kong) which were required to be notified to the Company and the Stock Exchange pursuant to the XV 7 8 provisions of Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are deemed to have); or were required, pursuant to Section 352 352 of the SFO, to be recorded in the register referred to therein; or were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies under the Listing Rules of the Stock Exchange. Independent Non-executive Directors The Company had appointed a sufficient number of independent non-executive directors with appropriate professional qualifications or accounting or related financial management expertise as required under the Listing Rules of the Stock Exchange. As at 30 June 2021, the Company had appointed four independent non-executive directors, namely Mr. CHENG Jinglei, Mr. JI Feng, Ms. GUO Wenqing and Mr. FANG Yuan. 20 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Directors, Supervisors and Chief Executives Structure and Number of Shareholders Details of the shareholders recorded in the register of members of the Company as at 30 June 2021 are as follows: Holders of A Shares A 48,608 Holders of H Shares H 60 Total number of shareholders 48,668 Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares of the Company To the knowledge of the directors, as at 30 June 2021, the following shareholders (other than the directors, supervisors or chief executives) had interests or short positions in any shares and the underlying shares of the XV 2 3 Company which were required to be notified to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were required, 336 pursuant to Section 336 of the SFO, to be recorded in the register of members kept by the Company: Approximate Approximate percentage of percentage of the relevant the total Long position/ Capacity/Nature Class of Number of class of number of Short position/ Name of interest shares shares capital % shares % Lending pool % % Henan Asset Management Co., Ltd.(1) Interest of beneficial A Share 346,404,576 22.62 19.52 Long position (1) owner and party acting A in concert Hong Yi Investment Management Beneficial owner A Share 277,195,419 18.10 15.62 Long position (Henan) Partnership A (Limited Partnership)(1) (1) State-owned Assets Supervision and Interest in a controlled A Share 243,892,381 15.92 13.74 Long position Administration Commission of Henan corporation A Provincial People’s Government(2) (2) 2021 21 Directors, Supervisors and Chief Executives Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares of the Company (Continued) Approximate Approximate percentage of percentage of the relevant the total Long position/ Capacity/Nature Class of Number of class of number of Short position/ Name of interest shares shares capital % shares % Lending pool % % Henan Machinery Investment Beneficial owner A Share 243,892,381 15.92 13.74 Long position Group Co., Ltd.(2) A (2) Prime Capital Management Investment manager H Share 33,918,711 13.94 1.91 Long position Company Limited H Morgan Stanley(3) Interest in a controlled H Share 12,610,455 5.18 0.71 Long position (3) corporation H Interest in a controlled H Share 1,497,706 0.62 0.08 Short position corporation H Notes: (1) Henan Asset Management Co., Ltd. directly holds 69,209,157 A Shares of the (1) 69,209,157 A Company. Pursuant to Article 317(1)(a) of the SFO, Henan Asset Management Co., 317(1)(a) Ltd. is deemed a party acting in concert with Hong Yi Investment Management (Henan) Partnership (Limited Partnership). Hence, Henan Asset Management Co., Ltd. is deemed to own the same batch of 277,195,419 A Shares of the Company directly held by Hong Yi Investment Management (Henan) Partnership (Limited 277,195,419 A Partnership). Henan Asset Management Co., Ltd. directly owns and is deemed to 346,404,576 A own an aggregate of 346,404,576 A Shares of the Company. (2) Henan Machinery Investment Group Co., Ltd. directly holds 243,892,381 A Shares (2) 243,892,381 of the Company. Henan Machinery Investment Group Co., Ltd. is a wholly owned A subsidiary of the State-owned Assets Supervision and Administration Commission of Henan Provincial People’s Government. Pursuant to the SFO, the State-owned Assets Supervision and Administration Commission of Henan Provincial People’s Government is deemed to own the same batch of 243,892,381 A Shares of the 243,892,381 A Company directly held by Henan Machinery Investment Group Co., Ltd. 22 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Directors, Supervisors and Chief Executives Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares of the Company (Continued) Notes: (Continued) (3) By way of its relations with certain corporations, Morgan Stanley is interested in a (3) total of 12,610,455 (long position) and 1,497,706 (short position) H Shares held in 12,610,455 1,497,706 H 253,203 the Company. 253,203 (long position) and 306 (short position) H Shares are held by 306 H non-listed derivative instrument through cash settlement. As disclosed in the notice of interest submitted by Morgan Stanley (with the relevant event dated 25 June H 2021), Morgan Stanley is interested in the following H Shares: Direct Name of controlled Percentage interest corporation Name of controlling person of control (Yes/No) Number of shares Morgan Stanley International Morgan Stanley 100.00 No Long position 12,304,255 Holdings Inc. Short position 1,455,428 Morgan Stanley International Limited Morgan Stanley International 100.00 No Long position 12,304,255 Holdings Inc. Short position 1,455,428 Morgan Stanley Investments (UK) Morgan Stanley International 100.00 No Long position 12,304,255 Limited Short position 1,455,428 Morgan Stanley & Co. International plc Morgan Stanley Investments (UK) 100.00 Yes Long position 12,304,255 Short position 1,455,428 Morgan Stanley Capital Morgan Stanley 100.00 No Long position 306,200 Management, LLC Short position 42,278 Morgan Stanley Domestic Holdings, Inc. Morgan Stanley Capital 100.00 No Long position 306,200 Management, LLC Short position 42,278 Morgan Stanley & Co. LLC Morgan Stanley Domestic 100.00 Yes Long position 186,600 Holdings, Inc. Short position 42,000 Morgan Stanley Capital Services LLC Morgan Stanley Domestic 100.00 Yes Long position 119,600 Holdings, Inc. Short position 278 2021 23 Material Events Equity Interest During the Review Period, the Company implemented the Restricted A Share A Incentive Plan, making its total share capital change from 1,732,471,370 to 1,732,471,370 1,774,771,370 1,774,771,370. The equity incentive plan implemented by the Company will not have significant impact on its shareholder structure as well as the structure of its assets and liabilities. As at 30 June 2021, the aggregate share capital of the H shares of the H Company was RMB243,234,200, divided into 243,234,200 shares of RMB1.00 243,234,200 243,234,200 each. The aggregate share capital of the A shares of the Company was 1.00 A RMB1,531,537,170, divided into 1,531,537,170 shares of RMB1.00 each. 1,531,537,170 1,531,537,170 1.00 Interim Dividend The Board did not propose the payment of interim dividend for the six months ended 30 June 2021. Use of Proceeds from Initial Public Offering on the Stock Exchange The H shares of the Company were listed on the Stock Exchange on 5 December H 2012 and the net proceeds were HK$2,155.55 million after deducting relevant 2,155.55 expenses. During the Review Period, save as described in the announcement 2014 3 31 of the Company dated 31 March 2014 in relation to the update on the use of 2017 5 23 H proceeds and the announcement dated 23 May 2017 in relation to the proposed change to the use of proceeds from H share offering, the use of proceeds was in line with the usage disclosed in the prospectus of the Company. During the Review Period, as resolved by the Board of the Company, the 2017 5 23 H unutilized proceeds of RMB38,254,573.04 from the H share offering would be used to repurchase partnership shares in SMG Acquisition Fund, L.P. in H 38,254,573.04 SMG accordance with the announcement dated 23 May 2017 in relation to the Acquisition Fund, L.P. proposed change to the use of proceeds from the H share offering. The details of the use of proceeds from the H share offering of the Company 2021 H in the first half of 2021 included expense of bank handling charges of 1,265.74 RMB1,265.74, interest income of deposit received of RMB62.47, exchange 62.47 792,598.82 losses of RMB792,598.82 and expenses used for the above repurchase of 38,254,573.04 2021 6 30 RMB38,254,573.04. As of 30 June 2021, the amount of remaining proceeds H 296,139.79 from the H share offering was approximately RMB296,139.79. For the unutilized proceeds from the H share offering, the Company expects H 2017 5 23 that they will be used for the payment of costs associated with the intermediary H agency for the special case of repurchasing partnership shares in SMG SMG Acquisition Fund, L.P. Acquisition Fund, L.P. in accordance with the announcement dated 23 May 2017 in relation to the proposed change to the use of proceeds from the H share offering. 24 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Material Events Share Option Incentive Scheme In order to implement the national policies on deepening the reform of state- owned enterprises and documents such as the Notice by the State Council of Issuing the Plan for Reforming the State-owned Capital Authorized Operation [2019]9 System (Guo Fa [2019] No.9) ( [2018]70 [2019]9 ) and the Notice by the State- owned Assets Supervision and Administration Commission of the State Council on Issuing the ‘Double-Hundred’ Work Plan for the Reform of State-owned Enterprises (Guo Zi Fa Yan Jiu [2018] No.70) ( [2018]70 ), further improve the corporate governance structure of the Company, promote the establishment and perfection of the distribution mechanism that combines incentives and restraints, fully mobilize the directors, senior management, core management A H and core technicians and key business personnel of the Company, effectively A align the interests of shareholders and the Company with the personal interests of the management, facilitate the Company in releasing new vitality in sustainable development as well as promote the sustainable development of the Company, the establishment of the A Share Option Incentive Scheme was approved by shareholders at the second Extraordinary General Meeting of 2019, the first A Shareholders Class Meeting of 2019 and the first H Shareholders Class Meeting of 2019 held on 21 October 2019. In accordance with the Share Option Incentive Scheme, the Company will grant a number of options to the qualified participants who are entitled to purchase A A Shares of the Company. The number of share options proposed to be granted to the participants under the Share Option Incentive Scheme is no more than 1,603 16,030,000, amounting to 0.93% of the total share capital of the Company 1,732,471,370 0.93% (i.e. 1,732,471,370 shares) as at the date of this report. The total number of shares of the Company granted to any participant under the Share Option Incentive Scheme within the validity periods of all equity incentive schemes of 1% the Company shall in aggregate not exceed 1% of the Company’s total share A 1% capital and 1% of the Company’s total issued A Share capital at the date on A which the scheme was approved at the general meetings. The total number of 10% A Shares in respect of all equity incentive schemes of the Company in effect A 10% shall in aggregate not exceed 10% of the Company’s total share capital and 10% of the Company’s total issued A Share capital at the date on which the scheme was approved at the general meetings. Under the scheme, options granted to participants are only vested if certain performance standards are met. Participation in the scheme is at the Board’s discretion and no individual has a contractual right to participate in the scheme or to receive any guaranteed benefits. 2021 25 Material Events Share Option Incentive Scheme (Continued) In 2019, the Company granted 16,030,000 share options to 333 participants 2019 333 under the Share Option Incentive Scheme. The date of grant was 4 November 1,603 2019 11 4 2019. The breakdown of allocation is as follows: Percentage of the Percentage of the total share capital Number of share number of the of the Company options granted share options as at the date Name Position (0’000) in the grant of this report Jia Hao Executive Director and General Manager 70 4.37% 0.04% Fu Zugang Executive Director 60 3.74% 0.03% Fu Qi Deputy General Manager 35 2.18% 0.02% Zhang Haibin Secretary to the Board 35 2.18% 0.02% Huang Hua Chief Financial Officer 35 2.18% 0.02% Li Weiping Deputy General Manager 35 2.18% 0.02% Core management and core personnel of the Company’s headquarters and 1,333 83.16% 0.75% relevant business segments (327 in total) 327 Total 1,603 100.00% 0.90% The exercise price of the share options in the grant is RMB5.98 per A Share. A 5.98 Exercise price of the share options shall be adjusted accordingly with reference to the occurrence of any events to the Company such as capitalization of capital reserves, bonus issue, share subdivision or consolidation, rights issue and A dividend distribution prior to the exercise of share options. The closing price of A 6.05 the A Shares of the Company at the date of grant was RMB6.05 per A Share. 26 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Material Events Share Option Incentive Scheme (Continued) The validity period of the Share Option Incentive Scheme is 10 years, starting 10 from the date of approval of the scheme at the general meetings. The validity period of the share options in the first grant under the scheme shall be no more 60 than 60 months, starting from the date of registration of the grant. The vesting period refers to the period from the registration date for the grant of share 24 24 options to the first exercise date, and the vesting period shall be 24 months. If the conditions of exercise stipulated under the Share Option Incentive Scheme 36 are fulfilled within the exercise date after expiry of the 24-month period from the date of grant, the participants shall exercise their share options in stages within the next 36 months. The exercise period of the Share Option Incentive Scheme and the time arrangement for each exercise period are set out in the following table: Exercise period Exercise time arrangement Exercisable ratio First exercise period Commencing on the first trading day after expiry of the 24-month period from the grant 33% registration date, and ending on the last trading day of the 36-month period from the grant registration date 24 36 Second exercise period Commencing on the first trading day after expiry of the 36-month period from the grant 33% registration date, and ending on the last trading day of the 48-month period from the grant registration date 36 48 Third exercise period Commencing on the first trading day after expiry of the 48-month period from the grant 34% registration date, and ending on the last trading day of the 60-month period from the grant registration date 48 60 The implementation of the Share Option Incentive Scheme will not cause the shareholding structure of the Company to be unable to comply with the listing requirements. (i) Fair value of options granted (i) The assessed fair value at grant date of options granted in 2019 was 2019 RMB0.49 per share. The fair value at grant date is independently 0.49 determined using an adjusted form of the Black Scholes Model which (Black Scholes) includes a Monte Carlo simulation model that takes into account the (Monte Carlo) exercise price, the term of the option, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option and the correlations and volatilities of the peer group companies. 2021 27 Material Events Share Option Incentive Scheme (Continued) (i) Fair value of options granted (Continued) (i) The model inputs for options granted during the year ended 30 June 2021 included: (a) options are granted for no consideration and vested based on the (a) 20 Company’s ranking within a peer group of 20 selected companies over a three-year period. Vested options are exercisable for a period of two years after vesting (b) exercise price: RMB5.98 per share (the exercise price became (b) 5.98 RMB5.5851 per share in 2021) 5.5851 (c) grant date: 4 November 2019 (c) (d) expiry dates: 19 December 2022, 19 December 2023, and 19 (d) December 2024 (e) share price at grant date: RMB6.05 per share (e) 6.05 (f) expected price volatility of the Company’s shares: (f) 30.38% First phase 30.38% 29.93% Second phase 29.93% 40.83% Third phase 40.83% (g) expected dividend yield: Nil (g) (h) risk-free interest rate: (h) 2.8219% Two years 2.8219% 2.9280% Three years 2.9280% 3.0197% Four years 3.0197% The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected future volatility due to publicly available information. Restricted Share Incentive Plan In order to further improve the Company’s governance structure, enhance the Company’s incentive mechanism, strengthen the sense of responsibility and sense of mission of the Company’s management team towards the realization of the sustainable and healthy development of the Company, and ensure the 2021 realization of the Company’s development target, the Company intends to implement the 2021 Restricted Share Incentive Plan in accordance with relevant laws, regulations and normative documents as well as the provisions of the Articles of Association. As at 17 April 2021, the Board of the Company resolved to propose the 2021 4 17 2021 adoption of the 2021 Restricted Share Incentive Plan (Draft) (the “2021 2021 2021 Incentive Plan”). To be valid, the 2021 Incentive Plan shall be reviewed and 2021 6 4 2020 approved by shareholders at the 2020 Annual General Meeting, the 2021 first A 2021 A 2021 Shareholders Class Meeting and the 2021 first H Shareholders Class Meeting of H the Company held on 4 June 2021. 28 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Material Events Restricted Share Incentive Plan (Continued) As at 4 June 2021, the Board approved the grant of 42,300,000 restricted A 2021 6 4 2021 Shares to 186 participants of the Group under the 2021 Incentive Plan at the 186 42,300,000 A grant price of RMB5.88 per share, all the proceeds will be used as additional 5.88 working capital for the Company, and the registration for the grant had 2021 6 11 completed on 11 June 2021. Given that the participants under the 2021 Incentive Plan included the directors 2021 or chief executives of the Company and certain of its subsidiaries, who are related persons of the Company, the grant of restricted shares to such persons 14A constitutes a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules. The allocation of restricted shares granted under the Scheme to each participant is shown in the following table: Percentage of the total share capital Number of Percentage of the of the Company restricted number of the as at the end of shares granted restricted shares the Reporting Name Position (0’000) under the grant Period Jiao Chengyao Chairman 300 7.09% 0.17% Xiang Jiayu Vice Chairman 200 4.73% 0.11% Jia Hao Director and General Manager 240 5.67% 0.14% Fu Zugang Director 200 4.73% 0.11% Fu Qi Deputy General Manager 70 1.65% 0.04% Zhang Haibin Secretary to the Board 70 1.65% 0.04% Huang Hua Chief Financial Officer 70 1.65% 0.04% Li Weiping Deputy General Manager 70 1.65% 0.04% Core management and core personnel of the Company’s headquarters and relevant business segments (178 in total) 3,010 71.16% 1.74% 178 Total 4,230 100.00% 2.44% 2021 29 Material Events Restricted Share Incentive Plan (Continued) The terms of the Restricted Share Incentive Plan were entered into on the third meeting of the fifth session of the Board of the Company. The closing price A of the A shares on the latest trading day was RMB11.73. As of 7 June 2021, 11.73 2021 6 7 the Company received contribution of RMB248,724,000.00 for 42.3 million 186 4,230.00 Shares paid by 186 Participants. Each Participant contributed in cash, of which 248,724,000.00 RMB42,300,000.00 was credited into share capital, deducting the fees such 42,300,000.00 as fees for capital verification, legal fees, issuance related charges which amounted to RMB1,357,452.83 in total (taxes not included) and the remaining 1,357,452.83 RMB205,066,547.17 was included in capital reserves. 205,066,547.17 For details of the 2021 Incentive Plan, please refer to the announcements of the 2021 2021 4 Company dated 18 April 2021, 4 June 2021 and 15 June 2021 as well as the 18 2021 6 4 2021 6 15 circular of the Company dated 14 May 2021. 2021 5 14 Corporate Governance The Board of the Company is committed to maintaining a high standard of corporate governance practices. The Board believes that effective and reasonable corporate governance practices are essential to the development of the Group and can safeguard and enhance the interests of the shareholders. The Company was listed on the Stock Exchange on 5 December 2012 (“Listing Date”). The Company has adopted the code provisions of the Corporate 14 Governance Code (the “CG Code”) (the “Code Provisions”) contained in Appendix 14 to the Listing Rules of the Stock Exchange. During the period from 1 January 2021 and up to 30 June 2021 (the “Review Period”), the Code Provisions were applied to the Company. Throughout the Review Period, the Company complied with the applicable Code Provisions of the CG Code. Purchase, Sale or Redemption of the Company’s Listed Securities As at 4 June 2021, the Company granted 42,300,000 restricted A Shares to 2021 6 4 2021 186 participants under the 2021 Restricted Share Incentive Plan at the grant 186 42,300,000 A price of RMB5.88 per A share, and had completed the registration for the grant A 5.88 2021 6 11 as at 11 June 2021. Details of the 2021 Restricted Share Incentive Plan are set 2021 out in the section headed “Restricted Share Incentive Plan” above. Save as disclosed above, there was no other purchase, sale or redemption of any listed shares of the Company by the Company or any of its subsidiaries. Acquisition and Disposal During the Review Period, the Company was not involved in any material action of acquisition and disposal of assets. 30 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Material Events Material Litigation and Arbitration During the Review Period, the Company was not involved in any material litigation or arbitration, and there was no litigation or claim of material importance pending and threatened by or against the Company. Audit Committee The audit committee of the Company (the “Audit Committee”) has reviewed the accounting standards and practices adopted by the Company, and discussed the matters related to auditing, internal control and financial reporting. The Audit Committee has reviewed the unaudited interim condensed consolidated financial information for the six months ended 30 June 2021 and this interim report of the Company. Subsequent Events Many places in Henan Province were hit by rainstorms and floods in July 2021. The Company’s manufacturing plants in Henan Zhengzhou were shut down for around three days due to power failure caused by the floods. After the Company’s quick response to the disaster, the plants resumed work shortly and the loss caused by the disaster to the Company was insignificant. Mr. Yang Dongsheng, a non-executive director of the Company, applied to resign from his positions as a non-executive director of the fifth session of the Board and a member of the Strategy Committee of the Board of the Company due to his need of committing more time to other affairs. He does not hold any 2021 8 3 positions in the Company after his resignation, which has been effective from 3 August 2021. The Company convened the sixth meeting of the fifth session of the Board 2021 8 3 on 3 August 2021. As recommended by the Company’s shareholder Hong Yi Investment Management (Henan) Partnership (Limited Partnership) and approved by the Nomination Committee of the Board of the Company, the Board of the Company has nominated Mr. Fei Guangsheng as the candidate for the non-executive director of the fifth session of the Board of the Company, which is subject to election at the general meeting of the Company. 2021 31 Report on Review of Interim Condensed Consolidated Financial Information To the Board of Directors of Zhengzhou Coal Mining Machinery Group Company Limited (Incorporated in the People’s Republic of China with limited liability) Introduction We have reviewed the interim financial information set out on pages 33 to 96, 33 96 which comprises the interim condensed consolidated statement of financial position of Zhengzhou Coal Mining Machinery Group Company Limited (the “Company”) and its subsidiaries (together, the “Group”) as at 30 June 2021 and the interim condensed consolidated statement of profit or loss and other comprehensive income, the interim condensed consolidated statement of changes in equity and the interim condensed consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the 34 preparation of a report on interim financial information to be in compliance with 34 the relevant provisions thereof and International Accounting Standard 34 “Interim Financial Reporting”. The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with International Accounting Standard 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Scope of Review We conducted our review in accordance with Hong Kong Standard on Review 2410 Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim financial information of the Group is not prepared, in all material respects, in accordance with International Accounting Standard 34 34 “Interim Financial Reporting”. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 26 August 2021 32 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended 30 June 2021 Six months ended 30 June 2021 2020 Note RMB’000 RMB’000 (unaudited) (unaudited) Revenue 5 15,082,378 12,315,468 Cost of sales 12 (11,476,195) (9,152,082) Gross profit 3,606,183 3,163,386 Other income 7 183,052 152,390 Other gains and losses 8 45,397 (120,868) Selling and distribution expenses 12 (589,938) (446,726) Administrative expenses 12 (622,756) (534,825) Research and development expenses 12 (683,822) (535,980) Restructuring costs 9, 12 (121,536) – Accrual of net impairment losses on financial and contract assets 12 (18,493) (46,156) Share of profit of associates 19,923 10,910 Share of profit of joint ventures 2,970 2,148 Finance costs, net 10 (150,397) (125,187) Profit before tax 1,670,583 1,519,092 Income tax expense 11 (384,113) (313,299) Profit for the period 1,286,470 1,205,793 Profit for the period attributable to: Owners of the Company 1,202,212 1,135,168 Non-controlling interests 84,258 70,625 1,286,470 1,205,793 2021 33 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended 30 June 2021 Six months ended 30 June 2021 2020 Note RMB’000 RMB’000 (unaudited) (unaudited) Other comprehensive income: Items that will not be reclassified to profit or loss: Remeasurement of post-employment benefit obligations (27) 572 Changes in the fair value of financial assets at fair value through other comprehensive income (7) (1,329) Items that may be reclassified to profit or loss: Exchange differences arising on translation 37,970 (64,293) Cash flow hedging 4,861 (32,441) Other comprehensive income for the period, net of income tax 42,797 (97,491) Total comprehensive income for the period 1,329,267 1,108,302 Total comprehensive income for the period attributable to: Owners of the Company 1,245,009 1,037,677 Non-controlling interests 84,258 70,625 1,329,267 1,108,302 Earnings per share – Basic (RMB cents) 14 69.39 65.52 – Diluted (RMB cents) 14 69.09 65.52 34 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Interim Condensed Consolidated Statement of Financial Position As at 30 June 2021 As at 30 June As at 31 December 2021 2020 Note RMB’000 RMB’000 (unaudited) (audited) NON-CURRENT ASSETS Property, plant and equipment 15 4,607,443 4,641,837 Right-of-use assets 1,758,466 1,268,668 Investment properties 387,849 387,226 Goodwill 506,599 520,431 Intangible assets 16 1,381,657 1,513,961 Investments in associates 220,091 297,460 Investments in joint ventures 82,171 81,339 Financial assets at fair value through other comprehensive income 17 28,986 28,993 Deferred tax assets 18 379,196 429,507 Finance lease receivables 30,124 15,497 Long-term receivables 114,699 165,531 Assets classified as held for sale 1,794 1,922 9,499,075 9,352,372 CURRENT ASSETS Finance lease receivables, current portion 139,283 122,834 Long-term receivables, current portion 37,431 156,944 Loans receivable from associates and a joint venture – 6,500 Inventories 5,244,049 4,531,794 Trade and other receivables 19 8,397,214 6,991,913 Transferred trade receivables 1,044,863 830,941 Financial assets at fair value through profit or loss 17 1,632,058 2,857,305 Financial assets at fair value through other comprehensive income 17 3,997,218 3,780,065 Derivative financial instruments 17 38,508 40,405 Tax recoverable 47,913 34,701 Contract related assets – 8,804 Bank deposits 20 2,713,323 2,763,289 Cash and cash equivalents 20 2,769,413 2,978,727 26,061,273 25,104,222 Total assets 35,560,348 34,456,594 2021 35 Interim Condensed Consolidated Statement of Financial Position As at 30 June 2021 As at 30 June As at 31 December 2021 2020 Note RMB’000 RMB’000 (unaudited) (audited) NON-CURRENT LIABILITIES Borrowings 22 4,390,568 3,624,892 Lease liabilities 1,187,126 690,226 Deferred tax liabilities 18 248,745 263,567 Contract liabilities 12,694 10,312 Provisions 24 158,163 136,148 Employee benefit obligations 395,430 707,321 Other non-current liabilities 174,705 161,818 6,567,431 5,594,284 CURRENT LIABILITIES Trade and other payables 21 9,429,775 8,523,817 Contract liabilities 1,674,886 1,625,444 Income tax liabilities 179,622 231,896 Borrowings 22 669,762 974,003 Lease liabilities 117,957 114,980 Redemption liabilities 23 – 1,420,875 Provisions 24 1,002,639 1,092,793 Liabilities associated with transferred trade receivables 1,044,863 830,941 Derivative financial instruments 17 23,373 13,730 14,142,877 14,828,479 Total liabilities 20,710,308 20,422,763 CAPITAL AND RESERVES Share capital 25 1,774,771 1,732,471 Share premium 4,404,488 4,199,421 Reserves 7,673,861 7,131,903 Equity attributable to owners of the Company 13,853,120 13,063,795 Non-controlling interests 996,920 970,036 Total equity 14,850,040 14,033,831 Total equity and liabilities 35,560,348 34,456,594 The interim condensed consolidated financial statements on pages 33 to 96 33 96 were approved and authorised for issue by the Board of Directors on 26 August 2021 and are signed on its behalf by: Jiao Chengyao Jia Hao DIRECTOR DIRECTOR 36 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Interim Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2021 Attributable to owners of the Company Statutory Currency Cash flow Non- Share Share Treasury Revaluation surplus translation hedging Other Retained controlling Total capital premium share reserve reserve reserve reserves reserves earnings Total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note a) a At 1 January 2021 (audited) 1,732,471 4,199,421 – (35,394) 1,026,520 (145,790) (2,168) 115,203 6,173,532 13,063,795 970,036 14,033,831 Profit for the period – – – – – – – – 1,202,212 1,202,212 84,258 1,286,470 Other comprehensive income for the period – – – (34) – 37,970 4,861 – – 42,797 – 42,797 Total comprehensive income for the period – – – (34) – 37,970 4,861 – 1,202,212 1,245,009 84,258 1,329,267 Share-based payment – – – – – – – 5,030 – 5,030 – 5,030 Employee share schemes (Note 26) 26 42,300 205,067 (248,724) – – – – 10,352 – 8,995 – 8,995 Contributions from State-owned b investors (Note b) – – – – – – – (95,000) – (95,000) – (95,000) Disposal of an associate – – – – – – – (2,184) – (2,184) – (2,184) Dividends (Note 13) 13 – – – – – – – – (372,525) (372,525) (57,374) (429,899) At 30 June 2021 (unaudited) 1,774,771 4,404,488 (248,724) (35,428) 1,026,520 (107,820) 2,693 33,401 7,003,219 13,853,120 996,920 14,850,040 2021 37 Interim Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2021 Attributable to owners of the Company Statutory Currency Cash flow Non- Share Share Treasury Revaluation surplus translation hedging Other Retained controlling Total capital premium share reserve reserve reserve reserves reserves earnings Total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note a) (Note b) a b At 1 January 2020 (audited) 1,732,471 4,199,421 – (55,531) 790,994 (25,900) 2,793 105,067 5,490,416 12,239,731 902,515 13,142,246 Profit for the period – – – – – – – – 1,135,168 1,135,168 70,625 1,205,793 Other comprehensive income for the period – – – (757) – (64,293) (32,441) – – (97,491) – (97,491) Total comprehensive income for the period – – – (757) – (64,293) (32,441) – 1,135,168 1,037,677 70,625 1,108,302 Share-based payment – – – – – – – 4,804 – 4,804 – 4,804 Dividends (Note 13) 13 – – – – – – – – (320,507) (320,507) (23,258) (343,765) At 30 June 2020 (unaudited) 1,732,471 4,199,421 – (56,288) 790,994 (90,193) (29,648) 109,871 6,305,077 12,961,705 949,882 13,911,587 Note a: The cash flow hedging reserve represents the cumulative effective portion of a gains and losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gains and losses arising on changes in fair value of the hedging instrument that are recognised and accumulated under the cash flow hedging reserve will be reclassified to profit or loss only when the hedged item affects the profit or loss, or is included as an adjustment to the non- financial hedged item. Note b: The other reserves mainly represent the contribution from the State-owned b Assets Supervision and Administration Commission of Henan Provincial People’s Government, the previous ultimate controlling party of the Company, and was recognised as contribution from the ultimate controlling party of the Company before 1 January 2021. On 18 January 2021, Henan Machinery Investment Group Co., Ltd. issued a notification to the Company to withdraw the contribution provided before, and the Company repaid RMB95,000,000 to Henan Machinery 95,000,000 Investment Group Co., Ltd in January 2021. 38 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Interim Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2021 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) OPERATING ACTIVITIES Profit before tax 1,670,583 1,519,092 Adjustments for: Finance costs 150,397 125,187 Interest income on bank deposits, long-term receivables and finance lease receivables (57,230) (54,985) Share of profit of associates (19,923) (10,910) Share of profit of joint ventures (2,970) (2,148) (Gain)/loss on disposal of property, plant and equipment, and intangible assets (1,826) 9,209 Gain on disposal of an associate (20,257) – Dividend from financial assets at fair value through other comprehensive income (1,458) (2,022) Dividend from financial assets at fair value through profit and loss (2,400) – Net fair value gain on financial assets at fair value through profit and loss (50,505) – Net fair value (gain)/loss of derivative financial instruments (1,592) 57,739 Depreciation of property, plant and equipment 340,994 348,917 Depreciation of investment properties 5,750 3,851 Amortisation of intangible assets 119,805 114,623 Depreciation of right-of-use assets 83,756 81,087 Accrual for net impairment losses on financial and contract assets 18,493 46,156 Impairment of property, plant and equipment – 32,071 Share-based payment 5,030 4,804 Restricted share incentive scheme (Note 26) 26 10,352 – Accrual/(reversal) of inventory provision 44,090 (3,808) Effect of foreign exchange rate changes 13,942 21,848 Operating cash flows before movements in working capital 2,305,031 2,290,711 Increase in inventories (753,569) (8,316) Increase in trade and other receivables (2,004,360) (909,123) Decrease in long-term receivables and finance lease receivables 148,073 55,693 Increase/(decrease) in trade and other payables 252,589 (403,220) Increase/(decrease) in contract liabilities 51,824 (245,193) Cash (used in)/generated from operations (412) 780,552 Income tax paid (400,896) (242,255) NET CASH (USED IN)/GENERATED FROM OPERATING ACTIVITIES (401,308) 538,297 2021 39 Interim Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2021 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) INVESTING ACTIVITIES Interest income on bank deposits, long-term receivables and finance lease receivables 57,231 12,160 Government grants related to assets received 22,697 46,107 Dividends received from associates – 3,296 Dividends from financial assets at fair value through comprehensive income 1,458 2,022 Dividends from financial assets at fair value through profit and loss 2,400 – Proceeds on disposal of an associate 35,103 – Proceeds on disposal of property, plant and equipment and intangible assets 38,048 5,287 Purchases of property, plant and equipment (391,077) (341,738) Purchases of other intangible assets (34,669) (143,744) Placement for structured deposits (999,753) (2,225,000) Proceeds from structured deposits 2,225,000 1,393,000 Repayment of loans receivable from a joint venture 6,500 10,000 Payments for establishment of an associate (2,000) – Placement of bank deposits with original maturity over three months (2,102,213) (700,000) Withdrawal of bank deposits with original maturity over three months and restricted cash 1,789,743 31,270 Placement of pledged bank deposits (611,110) (659,440) Withdrawal of pledged bank deposits 973,546 826,871 Net fair value gains/(loss) of derivative financial instruments 66,601 (67,775) NET CASH GENERATED FROM/(USED IN) INVESTING ACTIVITIES 1,077,505 (1,807,684) 40 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Interim Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2021 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) FINANCING ACTIVITIES Proceeds from the equipment leasing companies 447,216 42,855 Proceeds from employee share scheme (Note 26) 26 247,367 – Payments for the equipment leasing companies – (109,067) Proceeds from new borrowings raised 1,121,437 1,431,714 Repayment of redemption liability (1,066,055) – Repayment of borrowings (554,291) (839,313) Interests paid (494,215) (54,630) Dividends paid to Company’s shareholders (321,470) (275,509) Dividends paid to non-controlling interests (57,374) (23,258) Repayment of contributions from State-owned investors (95,000) – Principal elements of lease payments (92,549) (67,053) NET CASH (USED IN)/GENERATED FROM FINANCING ACTIVITIES (864,934) 105,739 NET DECREASE IN CASH AND CASH EQUIVALENTS (188,737) (1,163,648) EFFECT OF FOREIGN EXCHANGE RATE CHANGES (20,577) (90,435) CASH AND CASH EQUIVALENTS AT 1 JANUARY 2,978,727 3,863,435 CASH AND CASH EQUIVALENTS AT 30 JUNE represented by cash and cash equivalents (Note 20) 20 2,769,413 2,609,352 2021 41 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 1 General information 1 Zhengzhou Coal Mining Machinery Group Company Limited (the “Company”) was established in the People’s Republic of China (the “PRC”) on 28 December 2008 as a joint stock company with limited liability under the Company Law of the PRC after a reorganisation of Zhengzhou Coal Mining Machinery Group Co., Ltd., a state owned enterprise in the PRC. On 28 October 2015, 32.14% of the Company’s total issued share capital held by the State-owned Assets Supervision and Administration 32.14% Commission of Henan Provincial People’s Government (“Henan SASAC”) were transferred to Henan Machinery Investment Group, a wholly-owned subsidiary of Henan SASAC. In the opinion of the directors of the Company, upon completion of the share transfer, the parent of the Company was Henan Machinery Investment Group and its ultimate controlling party was Henan SASAC of the PRC Government. On 3 August 2010, the Company completed its initial public offering and 140,000,000 listing of 140,000,000 A shares on the Shanghai Stock Exchange under A the stock code 601717.SS. The Company was listed on the Main Board of 601717.SS The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (stock code: 00564) on 5 December 2012. 00564 On 9 March 2017, the Company issued 93,220,338 ordinary shares to ASIMCO (China) Limited. On 22 March 2017, the Company issued 93,220,338 18,129,032 ordinary shares to Zhengzhou Coal Mining Machinery Group Company Limited – the first phase of ESOP, Bridge Trust Co., Ltd., Jinxiu 1 Zhonghe (Beijing) Capital Management Co., Ltd. – Jinxiu Tianyou No. 106 Private Investment Fund, Tianhong Asset Management – Bank of Ningbo 106 – HANG TANG WEALTH, Tianhong Asset Management – Bank of Ningbo – No. 2 Wealth Management Plan of Tianhong Dashu Dingzengbao and 2 Anhui Railway Development Funds Co., Ltd. After the shares issuance, 18,129,032 Henan Machinery Investment Group held 30.08% of the Company’s total issued share capital. 30.08% 42 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 1 General information (Continued) 1 On 26 February 2021, Henan Machinery Investment Group Co., Ltd. transferred 277,195,419 A shares of the Company to Hong Yi Investment Management (Henan) Partnership (Limited Partnership) (“Hong Yi 277,195,419 Investment”). After the transfer, Henan Machinery Investment Group Co., A Ltd. holds 243,892,381 shares of the Company (representing 14.08% 243,892,381 of the total share capital of the Company), and Hong Yi Investment holds 14.08% 277,195,419 277,195,419 shares of the Company, representing 16% of the total 16% share capital of the Company. While Henan Asset Management Co., Ltd. (“Henan Asset”), the party acting in concert with Hong Yi Investment holds 69,209,157 3.99% 69,209,157 shares of the Company, representing 3.99% of the total share 19.99% capital of the Company, Hong Yi Investment and Henan Asset held 19.99% of shares of the Company in aggregate. According to the Acting-in-Concert Agreement entered into by Hong Yi Investment and Henan Asset and the governance structure of Hong Yi Investment, Hong Yi Investment and Henan Asset have become the controlling shareholders of the Company, and the Company has no de facto controller. On 4 June 2021, the Annual General Meeting of the Group adopted a restricted share incentive scheme (the “Scheme”) to grant and issue a total number of 42,300,000 A shares. After the completion of the 42,300,000 A grant registration of the restricted shares under the Scheme, the total share capital of the Company increased from 1,732,471,370 Shares to 1,732,471,370 1,774,771,370 1,774,771,370 Shares. As a result, the aggregate shareholding of Hong Yi 19.99% Investment and Henan Asset has been changed from 19.99% to 19.52%. 19.52% The respective addresses of the registered office and the principal place of business of the Company are disclosed in the corporate information section of the annual report. The Company and its subsidiaries (collectively the “Group”) are mainly engaged in manufacturing of coal mining machinery and auto parts. The interim condensed consolidated financial information is presented in Renminbi (“RMB”), unless otherwise stated. 2021 43 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 2 Basis of preparation of interim condensed 2 consolidated financial information This interim condensed consolidated financial information for the six months ended 30 June 2021 has been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board (the “IASB”). The 34 interim condensed consolidated financial information does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the audited consolidated financial statements of the Group for the year ended 31 December 2020 and any public announcements made by the Company during the interim reporting period. Except as described below, the accounting policies and methods of computation used in the interim condensed consolidated financial information for the six months ended 30 June 2021 are the same as those followed in the preparation of the Group’s consolidated financial statements for the year ended 31 December 2020. 3 New and amended standards adopted by the 3 Group The following amendments to existing standards are mandatory for the first time for the financial year beginning on 1 January 2021 and are currently relevant to the Group. The adoption of the above new amendments starting from 1 January 2021 did not have any significant impact on the Group’s results of operation and financial position for the six months ended 30 June 2021. Amendments of IAS 9, IAS 39, IAS 7, IAS 4 and IAS 16 – Interest 9 39 Rate Benchmark Reform – Phase 2 7 4 16 New standard, amendments and interpretation of IASs not yet adopted The Group has not early adopted any new accounting and financial reporting standards, amendments and interpretation which have been issued but are not yet effective for the financial year ending on 31 December 2021. 44 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 4 Financial risk factors 4 (a) Liquidity risk (a) The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensures compliance with loan covenants. The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities based on the agreed repayment terms. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is required to pay. The table includes both interest and principal cash flows. Weighted On demand Total average or less than 3 months to 1 year to 2 years to undiscounted Carrying The Group interest rate 3 months 1 year 2 years 5 years cashflows amount 3 3 1 1 2 2 5 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at 30 June 2021 (unaudited) Non-derivatives financial liabilities Trade and other payables – 7,352,416 2,077,359 – – 9,429,775 9,429,775 Liabilities associated with transferred trade receivables – 47,176 997,687 – – 1,044,863 1,044,863 Borrowings 2.55 114,383 690,778 3,796,341 686,352 5,287,854 5,060,330 Lease liabilities 3.68 56,989 118,440 143,340 1,215,464 1,534,233 1,305,083 Derivative financial liabilities Designated as hedging instruments – – – – – – – Not designated as hedging instruments – 17,825 5,548 – – 23,373 23,373 – 7,588,789 3,889,812 3,939,681 1,901,816 17,320,098 16,863,424 2021 45 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 4 Financial risk factors (Continued) 4 (a) Liquidity risk (Continued) (a) Weighted On demand Total average or less than 3 months to 1 year to 2 years to undiscounted Carrying The Group interest rate 3 months 1 year 2 years 5 years cashflows amount 3 3 1 1 2 2 5 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at 31 December 2020 (audited) Non-derivatives financial liabilities Trade and other payables – 7,500,973 1,022,844 – – 8,523,817 8,523,817 Liabilities associated with transferred trade receivables – 8,073 822,868 – – 830,941 830,941 Borrowings 2.47 443,639 640,292 857,452 2,881,030 4,822,413 4,598,895 Lease liabilities 3.72 36,317 93,229 131,248 704,873 965,667 805,206 Redemption liabilities 10 1,420,875 – – – 1,420,875 1,420,875 Derivative financial liabilities Designated as hedging instruments – 4,238 1,925 – – 6,163 6,163 Not designated as hedging instruments – 6,925 642 – – 7,567 7,567 – 9,421,040 2,581,800 988,700 3,585,903 16,577,443 16,193,464 (b) Fair value measurements of financial instruments (b) This note provides information about how the Group determines fair values of various financial assets and financial liabilities. Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis. 46 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 4 Financial risk factors (Continued) 4 (b) Fair value measurements of financial instruments (b) (Continued) The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1: The fair value of financial instruments traded in active 1 markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. 1 Level 2: The fair value of financial instruments that are not traded 2 in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. 2 Level 3: If one or more of the significant inputs is not based on 3 observable market data, the instrument is included in level 3. This is 3 the case for unlisted equity securities. Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used). 2021 47 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 4 Financial risk factors (Continued) 4 (b) Fair value measurements of financial instruments (b) (Continued) Fair value Financial instruments Fair value as at 30 June 2021 hierarchy Valuation technique and key input Financial assets at fair Listed equity securities in Hong Kong Level 1 Quoted bid prices in an active market value through OCI, – Coal industry RMB28,986,000 non-current (31 December 2020: RMB28,993,000) 1 28,986,000 28,993,000 Derivative financial Forward foreign exchange contract Level 2 Discounted cash flow. The estimated future cash flow is based instruments designated as hedging instruments on forward exchange rate (from observable forward exchange – RMB2,209,000 rates at the end of the reporting date) and contracted forward (31 December 2020: Nil) rate, discounted at a rate that reflects the credit risk of the counterparty. 2 2,209,000 Derivative financial Forward foreign exchange contract not Level 2 Discounted cash flow. The estimated future cash flow is based instruments designated as hedging instruments on forward exchange rate (from observable forward exchange – RMB36,299,000 rates at the end of the reporting date) and contracted forward (31 December 2020: RMB40,405,000) rate, discounted at a rate that reflects the credit risk of the counterparty. 2 36,299,000 40,405,000 Derivative financial Forward foreign exchange contract Level 2 Discounted cash flow. The estimated future cash flow is based instruments designated as hedging instruments on forward exchange rate (from observable forward exchange – Nil rates at the end of the reporting date) and contracted forward (31 December 2020: RMB6,163,000) rate, discounted at a rate that reflects the credit risk of the counterparty. 2 6,163,000 48 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 4 Financial risk factors (Continued) 4 (b) Fair value measurements of financial instruments (b) (Continued) Fair value Financial instruments Fair value as at 30 June 2021 hierarchy Valuation technique and key input Derivative financial Forward foreign exchange contract not Level 2 Discounted cash flow. The estimated future cash flow is based instruments designated as hedging instruments on forward exchange rate (from observable forward exchange – RMB23,373,000 rates at the end of the reporting date) and contracted forward (31 December 2020: RMB7,567,000) rate, discounted at a rate that reflects the credit risk of the counterparty. 2 23,373,000 7,567,000 Financial assets at fair Other financial assets Level 2 Fair values of collective investment schemes, debt securities, value through – RMB920,762,000 base, ferrous and precious metals futures and options contracts profit or loss (31 December 2020: RMB634,009,000) have been determined based on quotes from market makers, funds administrators or alternative pricing sources supported by observable inputs. The most significant inputs are market interest rates, market prices of metals, net asset values and latest redemption prices or transaction prices of the respective collective investment schemes. 920,762,000 2 634,009,000 Financial assets at fair Structured deposit Level 3 Discounted cash flow. The estimated future cash flow is based on value through – RMB30,000,000 the contractual amount, discounted at a rate that reflects the profit or loss (31 December 2020: RMB1,310,000,000) expected return rates ranged from 1.90% to 3.00%. The higher the expected return rate, the higher the fair value. 30,000,000 3 1.90% 3.00% 1,310,000,000 2021 49 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 4 Financial risk factors (Continued) 4 (b) Fair value measurements of financial instruments (b) (Continued) Fair value Financial instruments Fair value as at 30 June 2021 hierarchy Valuation technique and key input Financial assets at fair Other financial assets Level 3 Discounted cash flow. The estimated future cash flow is based on value through – RMB528,000,000 the contractual amount, discounted at a rate that reflects the profit or loss (31 December 2020: RMB800,000,000) expected return rates ranged from 2.78% to 4.05%. The higher the expected return rate, the higher the fair value. 528,000,000 3 2.78% 4.05% 800,000,000 Financial assets at fair Notes receivables Level 3 Discounted cash flow. The estimated future cash flow is based on value through OCI – RMB3,997,218,000 the contractual amount, discounted at a rate of 2.54% The higher (31 December 2020: RMB3,780,065,000) the discount rate, the lower the fair value. 3,997,218,000 3 2.54% 3,780,065,000 Financial assets at fair Equity interest in unlisted company Level 3 Discounted cash flow. The estimated future cash flow is based on value through with no open market price quote expected volatility, discount for lack of marketability (“DLOM”), profit or loss – RMB113,296,000 and discount rate. The higher the expected volatility, the lower (31 December 2020: RMB113,296,000) the fair value. The higher the DLOM, the lower the fair value. The higher the discount rate, the lower the fair value. 3 113,296,000 113,296,000 There were no transfers among Level 1, 2 and 3 during the period. 1 2 3 The directors consider that the carrying amounts of current financial assets and financial liabilities recorded at amortised cost in the interim condensed consolidated financial information approximate their fair values. 50 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 5 Revenue 5 Six months ended 30 June 2021 Manufacture of coal mining Manufacture machinery of auto parts Total RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited) Sales of auto parts – 8,822,319 8,822,319 Sales of hydraulic roof supports 3,586,796 – 3,586,796 Revenue from steel and other materials trading 1,553,842 21,429 1,575,271 Sales of spare parts for coal mining machinery 914,412 – 914,412 Sales of other coal mining equipment 57,932 – 57,932 Other revenue 86,497 39,151 125,648 6,199,479 8,882,899 15,082,378 Six months ended 30 June 2020 Manufacture of coal mining Manufacture machinery of auto parts Total RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited) Sales of auto parts – 6,573,150 6,573,150 Sales of hydraulic roof supports 3,587,224 – 3,587,224 Revenue from steel and other materials trading 1,112,719 22,208 1,134,927 Sales of spare parts for coal mining machinery 873,896 – 873,896 Sales of other coal mining equipment 84,347 – 84,347 Other revenue 38,065 23,859 61,924 5,696,251 6,619,217 12,315,468 2021 51 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 6 Segment information 6 Information reported to the chief executive of the Company, being the chief operating decision maker (CODM), for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. Specifically, the Group’s reportable 8 (i) segments under IFRS 8 are (i) manufacture of coal mining machinery; (ii) and (ii) manufacture of auto parts. No operating segments have been aggregated in arriving at the reportable segments of the Group. CODM primarily uses a measure of segment net profit to assess the performance of operating segments. The following is an analysis of the Group’s revenue and results by reportable and operating segments. The Group prepared the segment reporting for net profit excluding the impact of interest expense of redemption liabilities. The item is related to manufacture of auto parts segment. Manufacture of coal mining Manufacture machinery of auto parts Total RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited) Six months ended 30 June 2021 Segment revenue 6,199,479 8,882,899 15,082,378 Segment net profit excluding interest expense of redemption liabilities 1,153,161 154,339 1,307,500 Six months ended 30 June 2020 Segment revenue 5,696,251 6,619,217 12,315,468 Segment net profit excluding interest expense of redemption liabilities 1,411,114 (147,185) 1,263,929 52 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 6 Segment information (Continued) 6 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Segment revenue and consolidated revenue 15,082,378 12,315,468 Segment net profit excluding interest expense of redemption liabilities 1,307,500 1,255,209 Interest expense on redemption liabilities (21,030) (49,416) Consolidated profit for the period 1,286,470 1,205,793 The following is an analysis of the Group’s assets and liabilities by reportable and operating segments. The Group prepared the segment reporting for total assets and liabilities excluding, the impact of a) goodwill, a b 2 and b) redemption liabilities. The 2 items are related to manufacture of auto parts segment. At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) SEGMENT ASSETS Manufacture of coal mining machinery 20,431,569 19,328,850 Manufacture of auto parts 14,622,180 14,607,313 Total segment assets 35,053,749 33,936,163 Goodwill 506,599 520,431 Consolidated assets 35,560,348 34,456,594 SEGMENT LIABILITIES Manufacture of coal mining machinery 11,366,047 9,139,033 Manufacture of auto parts 9,344,261 9,862,855 Total segment liabilities excluding redemption liabilities 20,710,308 19,001,888 Redemption liabilities – 1,420,875 Consolidated liabilities 20,710,308 20,422,763 2021 53 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 6 Segment information (Continued) 6 Geographical information The analysis of revenue by geographical location of customers is as follows: Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) The PRC 10,068,259 8,713,793 Germany 2,496,933 1,815,979 Other countries 2,517,186 1,785,696 15,082,378 12,315,468 Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset. 54 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 6 Segment information (Continued) 6 Geographical information (Continued) At 30 June 2021 Investment in associates Additions to Segment and joint non-current assets ventures assets RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited) Manufacture of coal mining machinery The PRC 20,157,580 218,010 129,871 Germany 3,830 – – Other countries 25,232 – 17 Manufacture of auto parts The PRC 8,034,489 84,252 129,779 Germany 3,059,383 – 69,292 Other countries 3,878,658 – 706,433 Total segment assets 35,159,172 302,262 1,035,392 Elimination (105,423) Unallocated: Goodwill 506,599 Total assets as per the financial position 35,560,348 2021 55 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 6 Segment information (Continued) 6 Geographical information (Continued) At 31 December 2020 Investment in associates Additions to Segment and joint non-current assets ventures assets RMB’000 RMB’000 RMB’000 (audited) (audited) (audited) Manufacture of coal mining machinery The PRC 19,320,697 299,546 455,327 Germany 3,382 – – Other countries 20,041 – 380 Manufacture of auto parts The PRC 8,213,663 79,253 251,329 Germany 3,025,221 – 439,787 Other countries 3,380,113 – 376,420 Total segment assets 33,963,117 378,799 1,523,243 Elimination (26,954) Unallocated: Goodwill 520,431 Total assets as per the financial position 34,456,594 Information about major customers Note: No customer contributed over 10% of the total revenue of the Group for the six months ended 30 June 2021 and 2020. 10% 56 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 7 Other income 7 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Government grants (Note) 125,821 97,405 Interest income on bank deposits, long-term receivables and finance lease receivables 57,231 54,985 183,052 152,390 Note: Government grants mainly represent government grants received from the local government for compensation of research and development expenses incurred, and in respect of construction of the Group’s new plant, which are transferred from deferred income to profit or loss when related expenses incurred or over the useful lives of the relevant assets. 2021 57 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 8 Other gains and losses 8 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Net fair value gain on financial assets at fair value through profit or loss 50,505 22,066 Gain on disposal of an associate 20,257 – Dividends from financial assets through profit or loss 2,400 – Gain/(loss) on disposal of property, plant and equipment and intangible assets 1,826 (9,209) Net fair value gain/(loss) on derivative financial instruments 1,592 (57,739) Dividends from financial assets at fair value through other comprehensive income 1,458 2,022 Impairment of property, plant and equipment (Note) – (32,071) Net foreign exchange loss (13,944) (21,848) Others (18,697) (24,089) 45,397 (120,868) Note: For the six months ended 30 June 2020, the Group assessed the fixed assets operation status and made an impairment amounting to RMB32,071,000 based on the future utilization plan. 32,071,000 58 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 9 Restructuring costs 9 In October 2020, the Company approved the global business restructuring plan (“Plan”) of SEG Automotive Germany GmbH (“SEG”) and its SEG SEG subsidiaries ( together, the “SEG group”). According to the Plan, SEG SEG group will close the plant in Germany, downsize the business in Spain and transfer orders to Hungary so as to enjoy the lower production cost. SEG Therefore, SEG group will incur the personnel restructuring costs by terminating the labour contracts with relevant employees. In 2020, based on the local labour policy and regulation, agreed compensation schemes with some employees and working council, SEG 535 SEG group provided RMB397,464,000 compensation cost for 535 397,464,000 employees in Germany, of which, compensation of RMB18,448,000 18,448,000 was settled in 2020. Besides, based on the relevant arrangement in Robert Bosch Investment Nederlandbetween the Company and Robert Bosch B.V Investment Nederland B.V, the Company additional accrued compensation 249,490,000 of RMB249,490,000, which will be paid to Robert Bosch Investment 535 Robert Bosch Investment Nederland Nederland B.V for the estimated 428 employees who will choose to return B.V 428 Bosch SEG to Bosch among the above 535 employees. In addition, SEG group accrued RMB109,987,000 fixed assets impairment in accordance with the global 109,987,000 business restructuring plan and future usage plan. During the first half year of 2021, the restructuring process commenced in SEG Automotive Spain, S.A.U., and based on the agreement “Plan for the future” voted by workers in a referendum on 29 June 2021, SEG group SEG provided RMB87,408,000 compensation cost for 63 qualified employees 63 87,408,000 in Spain. In addition, restructuring costs of RMB34,128,000 were provided SEG by SEG group in accordance with the global business restructuring plan. 34,128,000 2021 59 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 10 Finance costs, net 10 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Interests on bank borrowings 106,783 56,307 Interests on redemption liabilities 24,741 58,136 Interests on leases 18,873 10,744 150,397 125,187 11 Income tax expense 11 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Current income tax 347,962 317,384 Deferred income tax 36,151 (4,085) 384,113 313,299 60 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 11 Income tax expense (Continued) 11 (a) PRC corporate income tax (a) The corporate income tax (“CIT”) is calculated based on the statutory profit of subsidiaries incorporated in the PRC and the applicable tax rate in accordance with the PRC tax laws and regulations, after adjustments on certain income and expense items, which are not assessable or deductible for income tax purposes. In accordance with the PRC tax laws, standard corporate income tax 25% rate is 25%. The Company and certain subsidiaries are qualified for new/high-tech technology enterprises status and enjoyed preferential 15% income tax rate of 15% during the first half of 2021 and 2020. (b) Germany profits tax (b) Applicable profit tax rate of Germany is 29%. During the first half of 29% 2021, no profit tax has been provided due to accumulated losses (2020: 0). 0 (c) Others (c) Applicable profit tax rates of the Group’s other subsidiaries are between 9% and 34.01% for the first half of 2021 (2020: between 9% 9% 34.01% to 34.43%). 9% 34.43% During the first half of 2021, the applicable profit tax rate of SEG Automotive Italy S.r.l. decreased from 27.9% to 27.5% and the 27.9% 27.5% applicable profit tax rate of SEG Automotive France SAS Corporation decreased from 34.43% to 27.0%. 34.43% 27.0% 2021 61 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 12 Expense by nature (including cost of sales, 12 selling and distribution expenses, administrative expenses, restructuring costs and research and development expenses and accrual of net impairment losses on financial and contract assets) Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Raw material costs 9,984,136 7,562,854 Employee benefits expenses (including directors) (Note) 1,942,967 1,645,897 Depreciation for property, plant and equipment 340,994 348,917 Service fee 237,726 149,409 Freight charges 173,769 148,616 Amortization of intangible assets 119,805 114,623 Depreciation of right-of-use assets 83,756 81,087 Tax and surcharges 64,575 54,309 Provision for impairment of trade and other receivables 18,493 22,999 Rental 14,958 18,669 Depreciation for investment properties 5,750 3,851 Write-down of inventories (42,705) (3,808) Others 568,516 568,346 13,512,740 10,715,769 Note: In June 2019, the Group issued a mid to long-term super profit incentive scheme (covering 2019 till 2021) to the Group’s top and mid-level management according to the resolution of 2019 Annual General Meeting. The estimated incentive to be paid is based on the super net profit attributable to Owners of the Company for 2019 till 2021 after deducting non-recurring gains and losses in accordance with PRC Accounting Standards. According to the management’s estimate, the Group accrued RMB122,021,000 (2020: RMB120,570,000) long-term employee benefits obligation for the six months ended 30 June 2021. 122,021,000 120,570,000 62 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 13 Dividends 13 Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Dividends recognised as distribution during the year – 2020 Final (RMB0.2099 per share) 0.2099 372,525 – – 2019 Final (RMB0.185 per share) 0.185 – 320,507 372,525 320,507 During the current interim period, a final dividend of RMB0.2099 per share in respect of the year ended 31 December 2020 was declared to the owners of the Company. The aggregate amount of the final 0.2099 dividend declared in the interim period amounted to approximately 372,525,000 RMB372,525,000. The directors of the Company have determined that no dividend will be paid in respect of the six months ended 30 June 2021 (six months ended 30 June 2020: Nil). 2021 63 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 14 Earnings per share 14 (a) Basic earnings per share (a) The calculation of basic earnings per share attributable to owners of the Company is based on the following data: Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Earning for the purpose of basic earnings per share (profit for the year attributable to owners of the Company) 1,202,212 1,135,168 Weighted average number of ordinary shares for the purpose of basic earnings per share 1,732,471,370 1,732,471,370 Earnings per share (RMB cents) 69.39 65.52 64 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 14 Earnings per share (Continued) 14 (b) Diluted earnings per share (b) Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary shares: share options and restricted share incentive. The share options and restricted share incentive are assumed to have been converted into ordinary shares. Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Earnings: Profit attributable to the ordinary equity holders of the Company used in the diluted earnings per share calculation 1,202,212 1,135,168 Number of shares: Weighted average number of ordinary shares in issue during the year per share calculation 1,734,299,882 1,732,471,370 Add: share options 5,584,023 – restricted share incentive (Note 26) 26 232,071 – Weighted average number of ordinary shares in issue and potential ordinary shares used as the denominator in calculating diluted earnings per share 1,740,115,976 1,732,471,370 Diluted earnings per share (RMB cents) 69.09 65.52 2021 65 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 15 Property, plant and equipment 15 Plant and Motor Other Construction Buildings machinery vehicles equipment in progress Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 COST At 31 December 2020 (audited) 1,586,516 3,987,357 52,163 983,908 665,032 7,274,976 Additions 10,447 33,996 5,141 2,361 339,260 391,205 Transfer 62,802 154,789 437 20,142 (238,170) – Disposals (57) (66,520) (5,705) (15,058) – (87,340) Transfer to investment properties (10,025) – – – – (10,025) Currency exchange (5,838) (96,381) (2) (85,666) (11,107) (198,994) At 30 June 2021 (unaudited) 1,643,845 4,013,241 52,034 905,687 755,015 7,369,822 ACCUMULATED DEPRECIATION AND IMPAIRMENT At 31 December 2020 (audited) 377,241 1,616,256 27,509 582,330 29,803 2,633,139 Provided for the period 32,978 209,158 2,528 96,330 – 340,994 Elimination on disposals (48) (33,119) (4,016) (13,936) – (51,119) Transfer to investment properties (3,652) – – – – (3,652) Currency exchange (3,891) (77,378) – (76,263) 549 (156,983) At 30 June 2021 (unaudited) 402,628 1,714,917 26,021 588,461 30,352 2,762,379 CARRYING VALUES At 31 December 2020 (audited) 1,209,275 2,371,101 24,654 401,578 635,229 4,641,837 At 30 June 2021 (unaudited) 1,241,217 2,298,324 26,013 317,226 724,663 4,607,443 The Group was in process of obtaining the relevant property ownership certificates for buildings with a net book value of RMB74,960,000 as at 30 74,960,000 June 2021 (31 December 2020: RMB31,364,000). In the opinion of the 31,364,000 directors of the Company, the relevant property ownership certificates can be obtained in due time without incurring significant costs. The Group has pledged property, plant and equipment with a net book value of approximately RMB163,364,000 as at 30 June 2021 (31 163,364,000 December 2020: RMB194,408,900) to secure banking facilities granted to 194,408,900 the Group. 66 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 16 Intangible assets 16 Development Patent Customer Trademark Software costs right relationship Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 COST At 31 December 2020 (audited) 77,860 163,302 1,014,066 625,068 585,506 2,465,802 Additions – 1,588 33,020 61 – 34,669 Disposals – (67) – – – (67) Currency exchange – (6,576) (42,918) (15,383) (13,519) (78,396) At 30 June 2021 (unaudited) 77,860 158,247 1,004,168 609,746 571,987 2,422,008 AMORTISATION At 31 December 2020 (audited) 53,203 113,261 62,362 246,639 189,789 665,254 Charge for the period 7,836 22,612 28,849 33,018 27,490 119,805 Disposals – (66) – – – (66) Currency exchange – (4,847) (2,880) (7,131) (4,275) (19,133) At 30 June 2021 (unaudited) 61,039 130,960 88,331 272,526 213,004 765,860 IMPAIRMENT At 31 December 2020 (audited) – 340 285,815 432 – 286,587 Additions – – – – – – Currency exchange – (13) (12,066) (17) – (12,096) At 30 June 2021 (unaudited) – 327 273,749 415 – 274,491 CARRYING VALUES At 31 December 2020 (audited) 24,657 49,701 665,889 377,997 395,717 1,513,961 At 30 June 2021 (unaudited) 16,821 26,960 642,088 336,805 358,983 1,381,657 Total research and development expenses incurred during six months ended 30 June 2021 was approximately RMB716,842,000 (30 June 716,842,000 2020: RMB675,566,000), among which, RMB33,020,000 (30 June 675,566,000 2020: RMB139,586,000) related to auto parts technology project have 33,020,000 been capitalised as development costs. As at 30 June 2021, part of the 139,586,000 related development projects was still in progress. 2021 67 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 17 Financial asset at fair value through profit or 17 loss/Financial asset at fair value through other comprehensive income/Derivative financial instruments Financial assets at fair value through other comprehensive income As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Non-current assets Equity securities listed in Hong Kong 28,986 28,993 Current assets Notes receivable 3,997,218 3,780,065 Financial assets at fair value through profit or loss As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Current assets Other financial assets (Note a) a 1,488,762 1,434,009 Structured deposits 30,000 1,310,000 Unlisted equity securities 113,296 113,296 1,632,058 2,857,305 68 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 17 Financial asset at fair value through profit or 17 loss/Financial asset at fair value through other comprehensive income/Derivative financial instruments (Continued) Financial assets at fair value through profit or loss (Continued) Note: (a) As at 30 June 2021 and 31 December 2020, the other financial assets were as (a) following: As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Assets management products 960,762 634,009 Pledged quotation repurchase trading products 280,000 550,000 Principal guaranteed income products – 250,000 Other non – guaranteed income products 248,000 – 1,488,762 1,434,009 2021 69 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 17 Financial asset at fair value through profit or 17 loss/Financial asset at fair value through other comprehensive income/Derivative financial instruments (Continued) Derivative financial instruments Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedging accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss. The Group has the following derivative financial instruments: Derivative financial assets As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Not designated as hedging instruments 36,299 40,405 Designated as hedging instruments 2,209 – 38,508 40,405 Derivative financial liabilities As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Not designated as hedging instruments 23,373 7,567 Designated as hedging instruments – 6,163 23,373 13,730 70 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 18 Deferred tax assets/liabilities 18 The following is the analysis of the deferred tax balances for financial reporting purposes: As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Deferred tax assets to be recovered – within 12 months 12 205,108 246,176 – after 12 months 12 199,931 245,172 405,039 491,348 Deferred tax liabilities to be settled – within 12 months 12 (36,107) (63,195) – after 12 months 12 (238,481) (262,213) (274,588) (325,408) Deferred tax assets, net 130,451 165,940 2021 71 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 18 Deferred tax assets/liabilities (Continued) 18 The following are the major deferred tax assets/liabilities recognised and movements thereon: Property, Trade plant and Revaluation Revaluation receivable Accruals equipment Intangible on prepaid Revaluation of property, loss Write-down and Unrealized tax assets tax lease of intangible plant and allowance of inventory provision profit difference difference payments assets equipment Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 The Group At 31 December 2020 (audited) 114,671 13,636 199,859 16,909 12,543 21,120 (16,949) (182,683) (48,560) 35,394 165,940 (Charge)/credit to profit or loss (15,827) (1,745) 15,075 97 8,819 (20,378) 327 15,680 2,391 (10,440) (36,151) Currency exchange 13 (181) (433) – (2,471) (604) – 5,140 1,048 (1,850) 662 At 30 June 2021 (unaudited) 98,857 11,710 184,351 17,006 18,891 138 (16,622) (161,863) (45,121) 23,104 130,451 The net balances of deferred tax assets and liabilities after offsetting are as follows: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Deferred tax assets, net 379,196 429,507 Deferred tax liabilities, net (248,745) (263,567) 130,451 165,940 72 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 18 Deferred tax assets/liabilities (Continued) 18 At the end of the reporting period, the Group had the following unrecognised unused tax losses: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Unused tax losses 4,209,741 3,971,616 No deferred tax asset has been recognised in relation to the above tax losses due to the unpredictability of future profit streams. The expiry dates of the above unrecognised tax losses are as follow: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) 31 December 2021 943 4,775 31 December 2022 – 1,782 31 December 2023 – – 31 December 2024 – – 31 December 2025 3,159 4,663 31 December 2026 4,775 – No expiry date 4,200,864 3,960,396 4,209,741 3,971,616 2021 73 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 19 Trade and other receivables 19 At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Trade receivables 7,295,446 6,275,986 Less: loss allowance (573,766) (560,433) 6,721,680 5,715,553 Prepayments to suppliers 840,173 497,630 Deposits 111,218 77,247 Other tax recoverable 434,685 572,583 Receivable from disposal of an associate 81,908 – Staff advances 18,999 15,323 Others 227,377 226,947 Less: loss allowance (38,826) (113,370) 1,675,534 1,276,360 Total trade and other receivables 8,397,214 6,991,913 The following is the ageing analysis of trade receivables net of loss allowance presented based on the invoice date at the end of each reporting period: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Within 180 days 180 5,624,061 4,672,144 Over 180 days but within 1 year 180 1 653,334 790,972 Over 1 year but within 2 years 1 2 379,971 234,325 Over 2 years but within 3 years 2 3 64,314 18,112 6,721,680 5,715,553 74 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 19 Trade and other receivables (Continued) 19 Movement of loss allowance on trade and other receivables Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Opening balance 673,803 726,353 Accrual during the period 30,908 22,999 Write off (90,920) (211) Currency exchange (1,199) 115 Closing balance 612,592 749,256 2021 75 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 20 Cash and cash equivalents/bank deposits 20 At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Cash and cash equivalents Cash 987 1,592 Bank deposits with original maturity within three months or less 2,768,426 2,977,135 Cash and cash equivalents 2,769,413 2,978,727 Bank deposits Pledged bank deposits 611,110 973,546 Bank deposits with original maturity over three months 2,091,659 1,770,806 Restricted cash (Note 28) 28 10,554 18,937 2,713,323 2,763,289 Pledged bank deposits represent deposits pledged to banks to secure bank acceptance bills and letters of guarantee and are therefore classified as current assets. The pledged bank deposits carry interest at market rates which ranged from 0.30% to 1.69% per annum as at 30 June 2021 (31 0.30% 1.69% December 2020: 0.25% to 2.1% per annum). 0.25% 2.1% 76 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 21 Trade and other payables 21 At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Notes payable (Note a) a 2,383,274 1,593,690 Trade payable (Note a) a 4,555,200 5,021,579 6,938,474 6,615,269 Salary and bonus payables 950,043 575,880 Deposits (Note b) b 95,689 84,145 Interest payable 22,674 25,552 Dividends payable 51,055 – Other taxes payable 427,139 461,135 Restrictive shares payable (Note 26) 26 248,724 – Factoring payable (Note c) c 20,307 128,607 Accruals and other payables (Note d) d 675,670 633,229 9,429,775 8,523,817 2021 77 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 21 Trade and other payables (Continued) 21 Notes: (a) The following is the ageing analysis of notes payable and trade payables (a) presented based on invoice date at the end of each reporting period: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Within 1 year 1 6,722,440 6,421,726 Over 1 year 1 216,034 193,543 6,938,474 6,615,269 (b) Deposits represent the deposits received from suppliers for transportation and (b) other services. (c) In 2020, a subsidiary of the Group entered into an agreement to arrange (c) factoring upon certain accounts receivables with a bank, and the Group derecognized those accounts receivables due to the factoring meets the derecognition criteria of financial assets under IFRS. The factoring payable balance represented the cash flow received from the accounts receivables but did not pay to the bank yet as the Group acted as an agent to collect cash flows on behalf of the bank under the arrangement. (d) Accruals and other payables mainly consist of payables for the acquisition of (d) property, plant and equipment, rental payables, sales rebate and payables for other services. 78 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 22 Borrowings 22 At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Non-current: – Bank borrowings – secured (Note a,c,d) a c d 2,126,577 2,229,642 – Bank borrowings – unsecured 2,776,362 2,030,250 Less: current portion of non-current borrowings (512,371) (635,000) 4,390,568 3,624,892 Current: – Bank borrowings – secured (Note b,d) b d 129,455 312,230 – Bank borrowings – unsecured 27,936 26,773 Add: current portion of non-current borrowings 512,371 635,000 669,762 974,003 Total borrowings 5,060,330 4,598,895 Secured (Note: a, b, c, d) a b c d 2,256,032 2,541,872 Unsecured 2,804,298 2,057,023 5,060,330 4,598,895 Fixed-rate borrowings 80,937 66,773 Variable-rate borrowings 4,979,393 4,532,122 5,060,330 4,598,895 2021 79 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 22 Borrowings (Continued) 22 Notes: (a) As at 31 December 2020, the balance of bank borrowings amounting to (a) RMB19,000,000 was secured by the pledged bank deposits. The bank 19,000,000 borrowings were repaid in March 2021. (b) As at 30 June 2021, the balance of bank borrowings totally amounting to (b) RMB53,000,000 (31 December 2020: RMB40,000,000) was secured by the 53,000,000 pledge of the land use rights and property, plant and equipment. 40,000,000 (c) As at 30 June 2021, the balance of bank borrowings amounting to (c) RMB184,469,000 (EUR24,000,000) (31 December 2020: RMB200,625,000 184,469,000 24,000,000 (EUR25,000,000)) was guaranteed by the Company. 200,625,000 25,000,000 (d) The balance of RMB2,018,563,000 as at 30 June 2021 (31 December 2020: (d) 2,018,563,000 RMB2,282,247,000) mainly represented: 2,282,247,000 SEG entered into a facility agreement of EUR300 million with the lenders in SEG 300 2019, of which Deutsche Bank AG, Singapore Branch acted as mandated lead arranger and bookrunner. The Group has drawn down two loans under the above mentioned facility agreement: (i) EUR142,500,000 (equivalent to RMB1,058,195,000), with the effective (i) 142,500,000 1,058,195,000 interest rate of Euribor+2.40% per annum, and is repayable from July Euribor+2.40% 2019 to January 2023. (ii) EUR84,947,000 (equivalent to RMB652,920,000), with the effective (ii) 84,947,000 652,920,000 interest rate of Euribor+2.40% per annum is an annually revolving loan Euribor+2.40% and is repayable finally in January 2023. 80 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 22 Borrowings (Continued) 22 Notes: (Continued) (d) (Continued) (d) In 2020, SEG entered into an amendment to the above mentioned SEG 91,500,000 facilitate agreement to have an Incremental Facility in an amount of EUR 91,500,000. As at 30 June 2021, the Group has drawn down the loan of 40,000,000 EUR40,000,000 (equivalent to RMB307,448,000), with the effective interest 307,448,000 rate of Euribor+2.40% per annum. It is an annually revolving loan and will be Euribor+2.40% repayable finally in October 2022. All of the three loans are guaranteed by the Company and the letter of credit issued by the Company, SEG Automotive Products (China) Co., Ltd. and New Neckar Holdings the letter of credit issued by the Company, EUR550 million (equivalent to and Operations GmbH & Co. KG 550 RMB4,417 million), New Neckar Holdings and Operations GmbH & Co. KG, 4,417 and are secured, inter alia, by one or more of the following: (a) Global Assignment of money trade and insurance receivables and (a) intra-group receivables, security assignment of all intellectual property rights, bank account pledge over all bank accounts (including in U.S.), but excluding the bank account held with Bank of China Stuttgart in connection with the Existing Guarantee for the exclusive purpose of providing cash collateral in respect of that Existing Guarantee, security SEG transfer in respect of all moveable assets of SEG; (b) Share of certain subsidiaries (SEG Automotive Components Brazil Ltda., (b) Starters E-Components Generators Automotive Hungary Kft., SEG Starters E-Components Generators Automotive Hungary Automotive Mexico Manufacturing, S.A. de C.V., SEG Automotive Spain, Kft. S.A.U., SEG Automotive North America LLC); (c) Bank accounts, rights and receivables (other than trade receivables) of (c) Starters E-Components Generators Automotive Hungary Starters E-Components Generators Automotive Hungary Kft.; Kft. (d) The credit rights arising from bank accounts and trade receivables of (d) SEG Automotive Spain, S.A.U.; 2021 81 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 22 Borrowings (Continued) 22 Notes: (Continued) (e) Security agreement relating to bank accounts and insurance and intra-group (e) receivables of SEG Automotive North America LLC. As at 30 June 2021, the secured assets in SEG group were as follows: SEG RMB’000 (unaudited) Cash and cash equivalents 87,843 Trade and other receivables 423,896 Property, plant and equipment 71,877 Investment in subsidiaries 1,580,207 Intercompany loan 929,432 Others 112,933 3,206,188 Breakdown of borrowings by maturity profiles: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Carrying amount repayable: Within one year 669,762 974,003 More than one year, but not exceeding two years 3,713,706 774,363 More than two years, but not exceeding five years 676,862 2,850,529 5,060,330 4,598,895 Less: Amounts shown under current liabilities (669,762) (974,003) Amounts shown under non-current liabilities 4,390,568 3,624,892 82 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 22 Borrowings (Continued) 22 Notes: (Continued) The carrying amounts of the Group’s borrowings are denominated in the following currencies: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) RMB 2,780,437 2,035,218 USD – 555 EUR 2,279,893 2,563,122 5,060,330 4,598,895 The ranges of effective interest rates (which are also equal to contracted interest rates) on the Group’s borrowings are as follows: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Effective interest rate per annum Fixed-rate borrowings 3.85%~3.95% 1.00%~4.35% Variable-rate borrowings 0.91%~3.75% 1.10%~4.33% 2021 83 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 23 Redemption liabilities 23 During the acquisition of SEG group, the Group and the sellers, including SEG China China Renaissance Capital Investment Inc., (“CRCI”) and Chizhou Zhongan Renaissance Capital Investment Inc. Zhaoshang Equity Investment LLP (Limited Partnership) (“Zhongan Zhaoshang”) set up limited partnership to acquire 100% of SEG group. SEG 100% The Group and the sellers hold 69.11% and 30.89% equity interests of the 69.11% partnership, respectively. In the meantime, the Group granted the sellers 30.89% a put option to sell their 30.89% interests in the partnership (the “Option Interest”) to the Group at the highest amount using 3 different calculation 30.89% method, including: – Scenario a) the aggregate capital contributions made by the sellers a to the Partnership, plus an interest at the rate of 10% per annum (compounded annually) on sellers’ each capital contributions calculated on a daily basis for period from the date of such capital contribution to the date when the sellers issue a notice to the Group 10% to exercise the put option (“Put Option Notice”), minus the amount of cash and the value of securities which have been distributed to the sellers on or before the date of the Put Option Notice; – Scenario b) the fair market value of the Option Interest; b – Scenario c) the value of the Option Interest calculated pursuant to the c formula defined in the agreement. In 2021, the Company received the Notice of Buy-back issued by CRCI and Zhongan Zhaoshang, which required the Company to acquire the equity interests held by CRCI and Zhongan Zhaoshang in Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited (“Zhengzhou Shengji”) as agreed under the Investment Agreement. Based on the Investment Agreement and negotiation between the Company, CRCI and c Zhongan Zhaoshang, the Company agreed to buy back the equity interests held by CRCI and Zhongan Zhaoshang in Zhengzhou Shengji in the amount calculated under Scenario c. On 15 March 2021, the Company and Zhongan Zhaoshang signed the Equity Transfer Agreement with the consideration determined to be RMB794,301,000 for the transfer. On the same date, the Company 794,301,000 and CRCI signed the Equity Transfer Agreement with the consideration 81,567,000 determined to be EUR81,567,000 for the transfer. The Company fully paid the consideration to CRCI and Zhongan Zhaoshang in April 2021 and June 2021, respectively. 84 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 24 Provisions 24 Onerous Restructuring Warranty contract provision Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2021 (audited) 200,817 351,258 676,866 – 1,228,941 Additional provision in the period 89,514 55,345 89,643 8,245 242,747 Reversal/utilisation of provision (55,027) (132,452) (79,290) – (266,769) Currency exchange (3,310) (12,199) (28,608) – (44,117) At 30 June 2021 (unaudited) 231,994 261,952 658,611 8,245 1,160,802 Current portion 231,994 202,886 559,514 8,245 1,002,639 Non-current portion – 59,066 99,097 – 158,163 231,994 261,952 658,611 8,245 1,160,802 The warranty provision which represents management’s best estimate of the Group’s liability under warranty periods granted to customers (who purchased auto parts), based on prior experience relating to defective products claims. Onerous contract provision represents management’s best estimate of the expected contract loss, based on the forecast performance relating to the contract. Restructuring provision represents the costs relating to the spin-off cost SEG of SEG group and restructuring plant plan from the former group in the 32,135,000 amount of RMB32,135,000 and the restructuring plan relating to SEG SEG group in 2020 and 2021 in the amount of RMB626,476,000. 626,476,000 25 Share capital 25 Listed A Shares Listed H Shares Total A H Number of Number of Number of share Amount share Amount share Amount ’000 RMB’000 RMB’000 RMB’000 ’000 RMB’000 At 31 December 2020 (audited) 1,489,237 1,489,237 243,234 243,234 1,732,471 1,732,471 At 30 June 2021 (unaudited) 1,531,537 1,531,537 243,234 243,234 1,774,771 1,774,771 2021 85 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 26 Restricted share incentive scheme 26 On 4 June 2021, the Annual General Meeting of the Group adopted a restricted share incentive scheme (the “Scheme”). Under the Scheme, a total number of 42,300,000 A shares of the Group issued and granted 186 to the selected 186 employees (including directors) of the Group (the 42,300,000 A “Participants”). The Validity Period of the Scheme is no more than 48 months from the date of the completion of the grant registration of the restricted shares to the date when all the restricted shares granted to the Participants are 48 unlocked or repurchased and cancelled. The Lock-up Period for the restricted shares granted under the Scheme commenced from the date on which the restricted shares were granted to the Participants with an interval of 12 months between the Date of Grant 12 and the unlocking date. Participants who were granted with the restricted shares were entitled to acquire the restricted shares on the grant date and sell the restricted shares after the Lock-up Period of the relevant restricted shares, subject to the fulfilment of the relevant conditions under the Scheme. On 7 June 2021, 42,300,000 A shares were issued at the price of RMB5.88 per A share under the Scheme, and the amount of A 5.88 42,300,000 A RMB248,724,000 cash received from the Participants is recorded as trade 248,724,000 and other payables (Note 21). 21 Upon expiry of the Lock-up Period, the Company shall proceed with unlocking for the Participants who satisfy the Unlocking Conditions, and the restricted shares held by the Participants who do not satisfy the Unlocking Conditions shall be repurchased and cancelled by the Company. 86 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 26 Restricted share incentive scheme (Continued) 26 The arrangements of Unlocking Period under the grant of restricted shares and unlocking duration for each reporting period pursuant to the Scheme are set out in the table below: Arrangement of Unlocking Unlocking Period Unlocking duration percentage First Unlocking Period Commencing from the first trading day upon the expiry of 12 months from the Date of Grant to the last trading day upon the expiry of 24 months from the Date of Grant 40% 12 24 Second Unlocking Period Commencing from the first trading day upon the expiry of 24 months from the Date of Grant to the last trading day upon the expiry of 36 months from the Date of Grant 30% 24 36 Third Unlocking Period Commencing from the first trading day upon the expiry of 36 months from the Date of Grant to the last trading day upon the expiry of 48 months from the Date of Grant 30% 36 48 The evaluation period for unlocking the restricted shares under the Scheme shall be from 2021-2023, and the evaluation shall be conducted annually. The performance evaluation for each Unlocking Period includes performance evaluation requirements for the Company and individual performance evaluation requirement for the Participants. The restricted shares outstanding at the period end listed below: Number of Details Restricted shares Opening balance at 1 January 2021 – Issue of restricted shares under the incentive scheme 42,300,000 Balance at 30 June 2021 42,300,000 2021 87 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 27 Related party transactions 27 During the six months ended 30 June 2021, the Group entered into transactions with its related parties and the transactions set out below. The related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties. Before 18 January 2021, in the opinion of the directors of the Company, the ultimate controlling party of the Company was Henan SASAC of the PRC government and that the Group was subject to the control of the 24 PRC government. In accordance with IAS 24, entities that are controlled, jointly controlled or significantly influenced by the PRC government (“PRC government related entities”) are regarded as related parties of the Group. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. (a) The Group and its investors/The Group and Henan (a) SASAC The transactions details are as follow/The Group has transactions with entities controlled, jointly controlled or significantly influenced by Henan SASAC (“Henan SASAC related entities”) and the transactions details are as follow: Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Sales of services 947 1,007 88 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 27 Related party transactions (Continued) 27 (a) The Group and its investors/The Group and Henan (a) SASAC (Continued) The details of outstanding balances with investors are set as follow/ The details of outstanding balances with Henan SASAC and Henan SASAC related entities are set as follow: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Amount due to investors/Henan SASAC related entities 995 7 (b) The Group and other PRC government related (b) entities Apart from the significant transactions with Henan SASAC related entities set out above, during the six months ended 30 June 2020, the Group’s transactions with other PRC government related entities are collectively significant as a large portion of its sales of goods, purchases of materials, most of bank deposits, and other general banking facilities and the relevant interest income earned and expenses incurred during the six months ended 30 June 2020 are transacted with entities owned/controlled by the PRC government. 2021 89 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 27 Related party transactions (Continued) 27 (b) The Group and other PRC government related (b) entities (Continued) In the opinion of the directors of the Company, the transactions with PRC government related entities are activities in the ordinary course of the Group’s business and entered into under normal commercial terms and conditions, and that the dealings of the Group have not been significantly or unduly affected by the fact that the Group and those entities are government related. The Group has also established its approval process for sales of goods and purchases of materials and its financing policy for borrowings, such approval process and financing policy do not depend on whether the counterparties are government related entities or not. (c) The Group and its associates and joint ventures (c) The Group had the following significant transactions with its associates and joint ventures. Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Sales of goods and services Associates 17,763 21,763 Joint ventures 1,508 552 19,271 22,315 90 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 27 Related party transactions (Continued) 27 (c) The Group and its associates and joint ventures (c) (Continued) Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Purchase of goods and services Associates 116,558 99,232 Joint ventures 7,243 11,534 123,801 110,766 The Group had the following outstanding balances with its associates and joint ventures at the end of each reporting period: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Amounts due from: Associates 14,309 4,281 Joint ventures 64,771 21,436 79,080 25,717 2021 91 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 27 Related party transactions (Continued) 27 (c) The Group and its associates and joint ventures (c) (Continued) At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Amounts due to: Associates 62,181 74,483 Joint ventures 5,544 3,140 67,725 77,623 At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Loans to: Joint ventures – 6,500 All amounts due from or due to associates and joint ventures are from trade sales and purchases. 92 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 27 Related party transactions (Continued) 27 (d) Remuneration of key management personnel (d) The remuneration of executive directors and other members of key management were as follows: Six months ended 30 June 2021 2020 RMB’000 RMB’000 (unaudited) (unaudited) Short-term benefits 7,886 7,441 Post-employment benefits – 177 Share options 854 809 Restricted share incentive scheme 2,496 – 11,236 8,427 Key management represents the executive directors and other senior management personnel disclosed in the interim condensed consolidated financial information. The remuneration of key management personnel is determined with reference of the performance to individuals and market trends. 2021 93 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 28 Contingent liabilities 28 During the period, the Group has endorsed and derecognised certain notes receivable for the settlement of trade and other payables with full recourse. In the opinion of the directors of the Company, the risk of the default in payment of the endorsed notes receivable is low because all endorsed notes receivable are issued and guaranteed by reputable PRC banks. The maximum exposure to the Group that may result from the default of these endorsed and derecognised notes receivable at the end of each reporting period is as follows: At 30 June At 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Outstanding endorsed notes receivable with recourse 3,057,979 2,694,304 These endorsed and derecognised notes receivable have a maximum maturity of 1 year, and the total undiscounted cash flows of these endorsed and derecognised notes receivable, representing the Group’s maximum loss if the issuing banks fail to honour their notes and 3,057,979,000 guarantees, amounted to RMB3,057,979,000 as at 30 June 2021 (31 2,694,304,000 December 2020: RMB2,694,304,000). Note (a): On 28 September 2018, a subsidiary of the Group, Zhengzhou Coal (a) Mining Machinery Gelin Material Technology Co., Ltd. (“ZMJ Gelin Material”) signed a construction contract with Zhengzhou Construction Engineer Group Co., Ltd. (“ZCE”) to purchase a manufacturing project construction service. The construction was completed on 25 December 2019. ZMJ Gelin Material was in dispute with ZCE over the contract settlement amount. On 28 October 2020, ZCE filed ZMJ Gelin Material through Zhengzhou Shangjie District Court on the final settlement amount and applied for property preservation against ZMJ Gelin Material. On 2 November 2020, Zhengzhou Shangjie District Court froze 4 bank accounts of ZMJ Gelin Material and asked both parties to have further negotiation. The total frozen amount was RMB10,554,000 as at 31 4 December 2020 and 30 June 2021. As at 31 December 2020 and 30 June 2021, management estimated that ZMJ Gelin Material would not 10,554,000 likely to pay the additional settlement amount, so no contingent liability was recognised on the financial statements. The first instance judged that ZMJ Gelin Material should compensate ZCE with the amount of RMB13 million, after ZMJ Gelin Material appealed, the second instance rejected the first instance judgment and sent back for retrial. 13 Note (b): According to the global business restructuring plan of SEG group, the (b) SEG Group estimates besides the amount provided as at 30 June 2021 (Note 9), SEG group will incur further restructuring costs in Germany, Spain 9 SEG and India in second half year of 2021 and 2022. Given the negotiation is ongoing with the employees and working council, the number of employees and costs could not be reasonably estimated as at the sign- off date of this report. 94 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 29 Capital risk management 29 The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to shareholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged. The capital structure of the Group consists of debts and equity attributable to owners of the Company, comprising share capital, share premium and other reserves. Management of the Company reviews the capital structure on an annual basis. As part of this review, the management considers the cost of capital and the risks associated with each class of capital. Based on recommendations of management, the Group will balance its overall structure through the payment of dividends, new share issues as well as the issue of new debt or the redemption of existing debts. The gearing ratio ((total liabilities netting off cash and cash equivalent)/total equity) of the Group as at 30 June 2021 and 31 December 2020 were as follows: As at 30 June As at 31 December 2021 2020 (unaudited) (audited) Gearing ratio 121% 124% 2021 95 Notes to the Interim Condensed Consolidated Financial Information For the six months ended 30 June 2021 30 Capital commitments 30 As at 30 June As at 31 December 2021 2020 RMB’000 RMB’000 (unaudited) (audited) Capital expenditure in respect of acquisition of property, plant and equipment contracted for not provided in the interim condensed consolidated financial information/consolidated financial statements 526,774 478,791 Incorporation capital of an investment in an associate 2,000 4,000 528,774 482,791 31 Events after the reporting period 31 Many places in Henan Province were hit by rainstorms and floods in July 2021. The Company’s manufacturing plants in Henan Zhengzhou were shut down for around three days due to power failure caused by the floods. After the Company’s quick response to the disaster, the plants resumed work shortly and the loss caused by the disaster to the Company was insignificant. 96 Zhengzhou Coal Mining Machinery Group Co., Ltd. INTERIM REPORT 2021