证券代码：601088 证券简称：中国神华 公告编号：临 2025-056 中国神华能源股份有限公司 关于发行股份及支付现金购买资产 并募集配套资金暨关联交易事项的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、本次交易的基本情况 中国神华能源股份有限公司（"中国神华"或"公司"）拟发行 A 股股份 及支付现金购买控股股东国家能源投资集团有限责任公司持有的煤炭、坑口煤电 以及煤制油煤制气煤化工等相关资产并于 A 股募集配套资金（"本次交易"）。 根据《上市公司重大资产重组管理办法》等相关法律法规的规定，本次交易构成 关联交易，预计不构成重大资产重组，本次交易不会导致公司实际控制人变更。 二、本次交易的进展情况 2025 年 8 月 16 日在上海证券交易所网站披露的《中国神华能源股份有限公司发 行股份及支付现金购买资产并募集配套资金暨关联交易预案》及相关公告。公司 股票于 2025 年 8 月 18 日开市起复牌。 自预案披露以来，公司及其他相关方正在积极推进本次交易的相关工作。截 至本公告披露日，本次交易的中介 ...

茲載列中國神華能源股份有限公司於 2025 年 9 月 13 日在上海證券交 易所網站(www.sse.com.cn)刊登的「關於發行股份及支付現金購買資 產並募集配套資金暨關聯交易事項的進展公告」文件，僅供參閱。 承董事會命 中國神華能源股份有限公司 總會計師、董事會秘書 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之 內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示 概不就因本公告全部或任何部份內容而產生或因倚賴該等內容而引 致之任何損失承擔任何責任。 ( 在中華人民共和國註冊成立的股份有限公司 ) (股份代碼:01088) 海外監管公告 本公告乃根據香港聯合交易所有限公司證券上市規則第 13.10B 條而 做出。 中国神华能源股份有限公司（"中国神华"或"公司"）拟发行 A 股股份 及支付现金购买控股股东国家能源投资集团有限责任公司持有的煤炭、坑口煤电 以及煤制油煤制气煤化工等相关资产并于 A 股募集配套资金（"本次交易"）。 根据《上市公司重大资产重组管理办法》等相关法律法规的规定，本次交易构成 关联交易，预计不构成重大资产重组，本次交易不会导致公司实际控制人变更。 宋靜剛 北 ...

Investment Rating - The report maintains a "Positive" investment rating for the coal industry [11]. Core Insights - The report emphasizes that the systematic increase in coal costs over the past decade has solidified the safety margin for coal prices, with current cash cost support for port thermal coal prices at approximately 550 RMB/ton [3][9]. - It highlights that the coal price bottom is unlikely to return to the low levels seen in 2015, reinforcing the profitability and dividend safety margins for coal companies [3][9]. Summary by Sections Introduction - The report introduces the importance of cost research in establishing the safety margin for coal prices, indicating that a high cost-supported price bottom can enhance dividend value [6][20]. Overall Cost Trends - Over the past decade, coal company costs have increased by nearly 50%, with a CAGR of approximately 4% [6][24]. - The weighted average sales cost for coal in 2024 is projected to be 300 RMB/ton, down 2% year-on-year, while the complete cost is expected to be 380 RMB/ton, down 3% year-on-year [6][24]. Cost Structure - The cost structure for coal companies in 2024 is composed of labor costs (32%), other expenses (30%), raw materials (14%), depreciation (12%), safety costs (9%), and manufacturing costs (3%) [7][41]. - Labor costs, depreciation, and safety expenses have seen the most significant increases over the past decade, with labor costs rising by 28 RMB/ton [7][41]. Cost Curve Analysis - The cash cost curve for port thermal coal has shifted, with the 90th percentile cash cost now supporting prices around 550 RMB/ton [8][9]. - The complete cost curve for thermal coal has also increased, with the 90th percentile complete cost now between 370-423 RMB/ton [8][9]. Investment Recommendations - The report suggests that the systematic increase in costs has solidified the safety margin for coal prices, recommending several companies for investment based on their resilience and growth potential [9][11]. - Recommended companies include Yanzhou Coal Mining Company, Jinneng Holding, and China Shenhua Energy [9].

Core Insights - The top three companies by Hong Kong Stock Connect holding ratios are China Telecom (00728) at 72.15%, Green Power Environmental (01330) at 69.21%, and China Shenhua (01088) at 67.95% [1] - Alibaba-W (09988), Horizon Robotics-W (09660), and Meituan-W (03690) saw the largest increases in holding amounts over the last five trading days, with increases of +8.316 billion, +3.294 billion, and +2.859 billion respectively [1] - The largest decreases in holding amounts over the last five trading days were recorded by the Tracker Fund of Hong Kong (02800) at -1.974 billion, Kuaishou-W (01024) at -1.353 billion, and China Telecom (00728) at -1.284 billion [3] Hong Kong Stock Connect Holding Ratios - China Telecom (00728) has a holding of 10.014 billion shares, representing 72.15% [1] - Green Power Environmental (01330) has a holding of 0.280 billion shares, representing 69.21% [1] - China Shenhua (01088) has a holding of 2.295 billion shares, representing 67.95% [1] Recent Increases in Holdings - Alibaba-W (09988) increased by +8.316 billion, with a change of +58.233 million shares [1] - Horizon Robotics-W (09660) increased by +3.294 billion, with a change of +32.610 million shares [1] - Meituan-W (03690) increased by +2.859 billion, with a change of +28.108 million shares [1] Recent Decreases in Holdings - Tracker Fund of Hong Kong (02800) decreased by -1.974 billion, with a change of -73.655 million shares [3] - Kuaishou-W (01024) decreased by -1.353 billion, with a change of -18.241 million shares [3] - China Telecom (00728) decreased by -1.284 billion, with a change of -21.994 million shares [3]

Summary of China Shenhua's Conference Call Company Overview - **Company**: China Shenhua Energy Company Limited - **Period**: First half of 2025 Key Financial Metrics - **Net Profit**: 24.6 billion RMB, with basic earnings per share of 1.24 RMB [2][3] - **Operating Cash Flow**: 45.8 billion RMB [2][3] - **Total Profit**: 37.6 billion RMB, a year-on-year decrease of 8.6% [2][3] - **Dividend**: Proposed interim cash dividend of 0.98 RMB per share, representing 79% of net profit [2][3][22] Industry Context - **Coal Industry Performance**: Overall profit in the coal industry declined by 53%, yet China Shenhua demonstrated strong profitability and risk resilience [3] - **Sales Volume**: Coal sales volume reached 205 million tons, with a significant drop in purchased coal sales by 31% year-on-year [2][3][9] Operational Highlights - **Production Cost**: Self-mined coal production cost decreased by 7.7% to 177.7 RMB per ton due to effective cost control measures [2][5] - **Resource Acquisition**: Successful asset injection from Hanjin Energy added 7.31 billion tons of resources, increasing total reserves to 41.58 billion tons [2][5] - **Sales Strategy**: Focused on self-produced coal sales amidst weak downstream demand, leading to a strategic reduction in purchased coal sales [6][9] Revenue Diversification - **Diversified Income**: Non-electricity revenue reached 5 billion RMB, supporting overall profit despite a 7% decline in thermal power generation [4][25] - **Long-term Contracts**: Annual contracts now include both electricity and non-electricity coal, enhancing pricing and volume stability [12] Cost Management - **Cost Control**: Significant reduction in production costs, with a focus on optimizing operational efficiency [5][19] - **Labor Costs**: Notable decrease in labor costs, expected to continue in the second half of the year [18][19] Future Outlook - **Acquisition Plans**: Thirteen asset acquisitions are underway, with expected preliminary results by mid-2026 [4][24] - **Dividend Policy**: Commitment to a sustainable high-return dividend policy, with a minimum payout ratio of 65% for 2025-2027 [22][23] Challenges and Responses - **Market Demand**: Addressing insufficient downstream demand through strategic sales adjustments and operational efficiency improvements [6][9] - **Coal Production Trends**: Anticipated challenges in coal production costs due to geological and operational factors, with a long-term upward trend expected [28] Additional Insights - **Safety Production Costs**: Fluctuations in safety production costs based on regulatory compliance and operational needs [20][21] - **Non-operating Income**: No significant impairment or extraordinary expenses reported in the first half of 2025 [26][27] This summary encapsulates the key points from the conference call, highlighting China Shenhua's financial performance, operational strategies, and industry context while addressing potential challenges and future outlook.

Investment Rating - The report maintains a "Buy" rating for the company [9] Core Views - The company reported a net profit attributable to shareholders of 24.641 billion yuan for the first half of 2025, a year-on-year decrease of 12.0% (restated) [2] - In Q2 2025, the net profit attributable to shareholders was 12.692 billion yuan, down 5.6% year-on-year but up 6.2% quarter-on-quarter [2] - The report highlights stable coal profitability in Q2 2025 due to increased volume and reduced cost provisions, with a focus on long-term growth through resource expansion and integrated coal, electricity, and transportation operations [2][11] - The company plans to maintain a high dividend payout ratio of 79% for the first half of 2025 [11] Summary by Sections Financial Performance - In H1 2025, the company achieved a commodity coal production of 165 million tons and self-produced coal sales of 162 million tons, down 1.7% and 3.4% year-on-year respectively [11] - In Q2 2025, the company produced 82.9 million tons of commodity coal and sold 83.4 million tons, with year-on-year decreases of 2.2% and 2.1%, but quarter-on-quarter increases of 0.5% and 6.2% [11] - The average selling price of self-produced coal in H1 2025 was 478 yuan/ton, down 9.3% year-on-year, while in Q2 2025 it was 472 yuan/ton, down 10.2% year-on-year [11] - The cost of self-produced coal in H1 2025 was 286 yuan/ton, down 7.3% year-on-year, and in Q2 2025 it was 280 yuan/ton, down 12.5% year-on-year [11] Power Generation - The company experienced a decrease in both power generation and sales in Q2 2025, with sales of 48.4 billion kWh, down 3.8% year-on-year [11] - The average selling price of electricity in Q2 2025 was 0.4332 yuan/kWh, down 1.5% year-on-year [11] - The cost of electricity in Q2 2025 was 0.3601 yuan/kWh, down 4.2% year-on-year, leading to an increase in profit margin [11] Future Outlook - The company is expected to see net profits attributable to shareholders of 49.9 billion, 50.7 billion, and 52.7 billion yuan for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 15.16x, 14.90x, and 14.35x based on the closing price on September 8 [2][11]

Core Viewpoint - China Shenhua's indirect subsidiary, Guoneng Mengdian (Hanjin Banner) New Energy Co., has received preliminary approval for an environmental impact assessment for a 400MW wind power project, with a total investment of 1.349 billion yuan [1]. Group 1: Company Overview - China Shenhua's main business segments include coal, power generation, railways, ports, and coal chemical industries, contributing to revenue proportions of 75.23%, 29.35%, 15.52%, 2.51%, and 2.11% respectively [3]. - The company's market capitalization is approximately 740.84 billion yuan [4]. Group 2: Financial Performance - In 2023, the operating revenue was 343.07 billion yuan, which slightly decreased to 338.38 billion yuan in 2024, with a revenue of 138.11 billion yuan reported for the first half of 2025 [4]. - The net profit attributable to shareholders was 59.69 billion yuan in 2023, slightly declining to 58.67 billion yuan in 2024, with 24.64 billion yuan reported for the first half of 2025 [4]. - The return on equity was 14.88% in 2023, decreasing to 14.04% in 2024, with a return of 5.95% in the first half of 2025 [4]. - The gross profit margin was 35.90% in 2023, slightly decreasing to 34.04% in 2024, and recovering to 35.70% in the first half of 2025 [4]. - The cash flow from operating activities was 89.69 billion yuan in 2023, increasing to 93.35 billion yuan in 2024, with 45.79 billion yuan reported for the first half of 2025 [4].

Investment Rating - The investment rating for the company is "Buy" (maintained) [5] Core Views - The company reported a decrease in revenue and net profit for the first half of 2025, with revenue at 138.1 billion yuan, down 18.3% year-on-year, and net profit at 24.64 billion yuan, down 12.0% year-on-year. However, the second quarter showed a sequential increase in net profit by 6.2% [6] - The company has improved its coal production costs significantly, achieving a production cost of 177.7 yuan per ton, down 7.7% year-on-year, which contributed to a sequential increase in coal business gross profit [6] - The company is strategically acquiring assets from the National Energy Group to enhance resource allocation and integrated operational capabilities, addressing industry competition issues [6][7] Summary by Sections Market Performance - The closing price of the company's stock is 38.16 yuan, with a market capitalization of 758.18 billion yuan and a total share capital of 19,868.52 million shares [3] Financial Performance - In the first half of 2025, the company achieved a total coal production and sales volume of 165 million tons and 205 million tons, respectively, with a year-on-year decrease of 1.7% and 10.9% [6] - The average coal price was 493 yuan per ton, down 12.9% year-on-year, while the gross profit from coal business was 32.53 billion yuan, down 14.8% year-on-year [6] Profit Forecast and Valuation - The company is expected to generate a net profit of 53.07 billion yuan in 2025, with a corresponding P/E ratio of 14.29 [8][9] - The forecasted revenue for 2025 is 331 billion yuan, reflecting a year-on-year decline of 2.18% [8] Industry Outlook - The report suggests that coal prices may have reached a bottom, with supply-demand rebalancing beginning, and the company is positioned as a leading player with more reliable dividends [9]

Group 1 - The core viewpoint of the article highlights a general increase in coal stocks in the Hong Kong market on September 8, with notable gains among various companies [1] Group 2 - Strength Development saw a rise of 2.6% [1] - China Qinfa, Yanzhou Coal Mining, China Coal Energy, and South Gobi all increased by over 2% [1] - China Shenhua rose by 1.5%, while Yida Zong also gained over 1% [1] - Shougang Resources followed the upward trend [1]

Group 1 - The core viewpoint of the article highlights a bullish trend in the coal sector of the Hong Kong stock market, driven by favorable macroeconomic conditions such as "loose monetary policy, low interest rates, and improved risk appetite" [1] - The report from Zhongtai Securities indicates that the coal industry is expected to enter a new upward cycle due to the "anti-involution" policy, which is anticipated to strengthen expectations for capacity reduction and promote high-quality development within the sector [1] - The report suggests that there is a time lag between policy expectations and their realization, indicating that sector rotation may occur imminently, and advises investors to focus on liquidity and risk appetite improvements rather than short-term earnings reports [1] Group 2 - The article lists several coal stocks that experienced gains, with notable increases including Strength Development up by 2.6%, China Qinfa and Yanzhou Coal Energy both up over 2%, and China Shenhua up by 1.5% [1] - The report emphasizes the importance of capturing investment opportunities arising from the dual catalysts of coal valuation recovery and performance elasticity, as the industry prepares for a new upward cycle [1]