二、本次交易的内幕信息知情人核查范围 1 证券代码：601088 证券简称：中国神华 公告编号：临 2026-002 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 关联交易相关主体买卖股票情况的自查报告的公告 中国神华能源股份有限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。 重要内容提示： 中国神华能源股份有限公司（"中国神华"或"上市公司"）拟通过发行 A 股股 份及支付现金的方式购买国家能源投资集团有限责任公司、国家能源集团西部能 源投资有限公司所持标的公司股权并于 A 股募集配套资金（"本次交易"）。根据 中国证券登记结算有限责任公司上海分公司（"中国结算上海分公司"）出具的《信 息披露义务人持股及股份变更查询证明》《股东股份变更明细清单》、内幕信息 知情人出具的自查报告，以及自查期间买卖中国神华股票的相关主体出具的声明 与承诺等文件，在内幕信息知情人等相关方出具的自查报告、声明与承诺信息真 实、准确、完整的前提下，相关机构和自然人买卖上市公司股票的行为不构成内 幕交易行为，对本次交易不构成 ...

Group 1 - The core viewpoint of the article is that China Shenhua's acquisition of group assets will enhance its integrated advantages, profitability, and dividend capacity [1] - The company plans to acquire 12 assets held by the State Energy Group for a total transaction price of 133.6 billion yuan, which will further improve operational capabilities [1] - The acquisition will add over 190 million tons of coal production capacity, along with several coal, electricity, and chemical assets in Xinjiang and Inner Mongolia [1] Group 2 - The projected net profit attributable to shareholders for the years 2025, 2026, and 2027 is estimated to be 52.3 billion yuan, 54.8 billion yuan, and 57.5 billion yuan, respectively [1] - The reasonable value for the company's A-shares is maintained at 46.85 yuan per share, and for H-shares at 45.80 Hong Kong dollars per share [1] - The company maintains a "buy" rating for both A and H shares [1]

Group 1 - The coal sector in Hong Kong is experiencing increased activity, with notable stock price rises for companies such as Strength Development (up 3.3%), Yancoal Australia (up 2.8%), and Yanzhou Coal Mining (up 2.6%) [1] - According to a report by Founder Securities, the tightening of supply in the coal industry is becoming a key investment theme, with the oversupply situation expected to reverse as policies to restrict production capacity continue to be implemented until 2026 [1] - Companies with a high proportion of long-term contracts, such as China Shenhua and China Coal Energy, are expected to have stable performance, while undervalued stocks like Yanzhou Coal (Hong Kong) and China Coal Energy (Hong Kong) may see valuation recovery if coal prices remain high [1] Group 2 - Since 2025, coal stocks have been negatively impacted by declining coal prices, but the pessimistic outlook has significantly eased following the issuance of Document No. 108 [1] - The trend of reducing competition remains unchanged, and there are expectations for improved performance in the fourth quarter; if prices maintain high levels, there is potential for performance recovery in 2026 [1]

Group 1 - The coal stocks in Hong Kong continue to be active, with notable increases in prices for companies such as Strength Development (up 3.3%), Yancoal Australia (up 2.8% for five consecutive rises), and Yancoal Energy (up 2.6%) [1] - According to a report by Founder Securities, the tightening of supply in the coal industry has become an investment theme, with the oversupply situation expected to reverse. Policies to tighten supply are set to continue until 2026, which may also lead to restrictions on imported coal [1] - Companies with a high proportion of long-term contracts, such as China Shenhua and China Coal Energy, are expected to have stable performance. If coal prices remain high, undervalued stocks like Yancoal Energy (Hong Kong) and China Coal Energy (Hong Kong) may see valuation recovery [1] Group 2 - Since 2025, coal stocks have been negatively impacted by falling coal prices. Following the issuance of Document No. 108, pessimistic expectations for coal stocks have significantly eased. The trend of reducing competition remains unchanged, and there are expectations for improved performance in Q4. If prices remain high in the long term, there is still potential for performance recovery in 2026 [1]

Core Viewpoint - The company's coal production slightly decreased by 1.7% in 2025, with a year-on-year decline of 5.7% in Q4. The total coal production and sales for 2025 were 332 million tons and 431 million tons, respectively, reflecting a year-on-year decrease of 1.7% and 6.4% [1] Coal Business - In 2025, the company's coal production was 332 million tons, and sales were 431 million tons, down 1.7% and 6.4% year-on-year, respectively. Q4 production and sales were 81.2 million tons and 114 million tons, showing a year-on-year decline of 5.7% and a slight decrease of 0.2% [1] - The decline in sales was primarily influenced by falling coal prices [1] Transportation Business - The railway turnover slightly increased in 2025, with a year-on-year rise of 2.1% in Q4. The company's self-owned railway transportation turnover was 313 billion ton-kilometers, up 0.3% year-on-year, while Q4 turnover was 78.9 billion ton-kilometers, reflecting a year-on-year increase of 2.1% [2] - The shipping volume at Huanghua Port and Tianjin coal terminal was 21.7 million tons and 4.46 million tons, respectively, with year-on-year increases of 1.2% and 1.4% [2] - The shipping freight volume and turnover were 11.1 million tons and 114.9 billion ton-kilometers, showing year-on-year declines of 14.3% and 23.1% [2] Power Generation Business - The company's power generation decreased by 3.8% in 2025, with a Q4 year-on-year increase of 1.2%. The total power generation for 2025 was 220.2 billion kWh, while Q4 generation was 57.3 billion kWh, reflecting a year-on-year increase of 1.2% but a quarter-on-quarter decline of 10.5% [2] - Several new units were put into operation in the second half of the year, including the No. 4 unit of the Beihai Phase II project and the No. 3 unit of the Qingyuan Phase II project, which are expected to contribute additional capacity in 2026 [2] Profit Forecast and Investment Suggestion - The company plans to acquire 12 assets from the State Energy Group for a total transaction price of 133.6 billion yuan, which is expected to enhance its integrated advantages, profitability, and dividend capacity [2] - The acquisition will add over 19 million tons of coal production capacity and several coal, electricity, and logistics assets in Xinjiang and Inner Mongolia [2] - The projected net profit attributable to shareholders for 2025-2027 is estimated to be 52.3 billion, 54.8 billion, and 57.5 billion yuan, respectively, maintaining a reasonable value of 46.85 yuan per share for A-shares and 45.80 HKD per share for H-shares, with a "buy" rating for both [2]

Core Viewpoint - The restructuring plan of China Shenhua, involving a significant acquisition of energy assets from its controlling shareholder, is a strategic move to enhance its integrated coal-electricity-chemical logistics capabilities, amidst a backdrop of national policies promoting a transition to a safer, greener, and low-carbon coal industry [1][2]. Group 1: Acquisition Details - China Shenhua plans to acquire equity stakes in 12 energy companies from the National Energy Group for a total of 133.598 billion yuan, covering the entire coal industry chain including mining, power generation, coal chemical, and logistics [1]. - The acquisition targets are seen as high-quality assets that will strengthen the company's integrated advantages in coal, electricity, and chemical sectors, enhancing its resilience and supply capabilities [2]. Group 2: Industry Context - The coal industry remains a cornerstone of China's energy supply, contributing approximately 55% of the national electricity generation, 70% of peak capacity, and nearly 80% of grid peak regulation capacity [1]. - Recent national policies, including the "Clean and Efficient Utilization of Coal Action Plan (2024-2027)," aim to guide the coal industry towards a safer and more sustainable development path [1]. Group 3: Regional Focus and Resource Potential - The acquisition significantly boosts China Shenhua's presence in Xinjiang, which holds 25% of the country's confirmed coal reserves, with a forecasted resource potential of 2.19 trillion tons [3]. - Xinjiang's coal production is projected to maintain around 500 million tons annually, with the newly acquired assets contributing over 10 million tons per year, representing 50% of the total acquisition capacity [3]. Group 4: Strategic Implications - The restructuring addresses industry competition issues and consolidates core business operations, positioning China Shenhua as a leader in the ongoing industry consolidation process [3]. - The company aims to innovate and promote smart green mining technologies and integrated operational models, contributing to the development of a new energy system in China [3].

Core Viewpoint - The restructuring and acquisition by China Shenhua, the largest coal listed company in China, aims to enhance its integrated advantages across the coal, electricity, chemical, and logistics sectors, thereby strengthening its role in the national energy security framework [1][2]. Group 1: Acquisition Details - China Shenhua plans to acquire equity stakes in 12 energy companies under its controlling shareholder, the State Energy Group, for a total of 133.598 billion yuan [1]. - The acquisition targets include assets that will enhance the company's integrated advantages in coal, electricity, chemicals, and logistics, which are crucial for improving supply chain resilience and capacity [2]. Group 2: Industry Context - The coal industry is undergoing a transformation towards safety, green, intelligent, and low-carbon development, supported by national policies such as the "Clean and Efficient Utilization of Coal Action Plan (2024-2027)" [1]. - Coal currently accounts for approximately 55% of the national electricity generation, 70% of peak capacity, and nearly 80% of grid peak regulation capacity, highlighting its essential role in the energy structure despite the rise of renewable energy [1]. Group 3: Regional Focus and Resource Potential - The acquisition significantly enhances China Shenhua's presence in the Xinjiang region, which has proven coal reserves of 450 billion tons, representing 25% of the national total, and a forecasted reserve of 2.19 trillion tons [3]. - Xinjiang's coal production capacity is projected to contribute 61% of the new coal mine approvals in 2024, with a stable output of around 500 million tons, facilitating both local conversion and external transportation [3]. Group 4: Strategic Implications - The restructuring addresses industry competition issues and promotes consolidation within the coal sector, positioning China Shenhua as a leader in the ongoing industry integration process [3]. - Future initiatives will focus on promoting intelligent green mining technologies and an integrated operational model, aiming to create a benchmark for multi-dimensional development in the energy sector [3].

此外，实质性解决国家能源集团与中国神华之间长达20年的同业竞争问题，也是此次重组的核心价值。 针对前些年煤炭行业一度出现的无序竞争，国家层面提出了"反内卷"的明确要求。此次重组将国家能源 集团内分散的同类优质资产注入上市公司，不仅是兑现承诺，更避免了重复投资和内部博弈、低效竞 争，使得所有资源能在统一的上市平台下进行最优化配置，释放出"1+1>2"的战略倍增效应。从"价格 外界常以"煤电联营"概括中国神华的商业模式。但早在此次重组之前，中国神华已是综合能源上市公司 中"煤—电—化—运"一体化协同运营的代表。其拥有自有铁路、港口和船队，构建了从矿区直达用户的 自主物流网络，实现了煤炭生产、发电、化工转化与运输销售的高效协同。因此，此次重组的核心逻 辑，并非"从无到有"地构建一体化，而是"从有到优"地实现更高层次、更广范围的全链条闭环与协同增 效。 通过全链条闭环运营，中国神华能够在内部实现资源优化配置，有效平抑煤炭、电力等板块的市场波动 风险。这种基于一体化链条的"内部市场"调节机制，构成了中国神华穿越行业周期波动的"稳定 器"和"缓冲垫"，是其实现业绩稳健、回报可持续的深层密码，也是此次重组获得广大股东青睐的 ...

Investment Rating - The report maintains a "Buy" rating for key companies in the coal mining sector, including China Shenhua, China Coal Energy, and Yanzhou Coal Mining [10]. Core Insights - The coal production in December 2025 saw a slight year-on-year decrease of 1%, with a total output of 440 million tons. The annual output for 2025 was 4.83 billion tons, reflecting a 1.2% increase compared to the previous year. For 2026, the domestic thermal coal production is expected to increase by only 20-30 million tons to 3.85 billion tons, representing a growth of approximately 0.6% [1][13]. - Coal imports in December 2025 increased by 11.94% year-on-year, totaling 58.597 million tons. However, the total imports for the year were 49.027 million tons, a decline of 9.6% compared to 2024. The report anticipates stable coal import levels in 2026, with significant attention on potential changes from the U.S. and Indonesia [2][17][18]. - The report highlights a 3.2% year-on-year decrease in thermal power generation in December 2025, with total industrial power generation for the year increasing by 2.2%. The decline in thermal power generation is contrasted with growth in renewable energy sources, although their growth rates have slowed [3][21]. Summary by Sections Production - December coal production decreased by 1% year-on-year, with a total of 440 million tons produced. The daily average production was 14.1 million tons, and the total for 2025 was 4.83 billion tons, up 1.2% from 2024. The report predicts strict policies will continue into 2026, limiting production increases primarily to new mines [1][13]. Imports - December coal imports rose by 11.94% year-on-year to 58.597 million tons, with a monthly increase of 33.01% from November. The total imports for 2025 were 49.027 million tons, down 9.6% from the previous year. The report expects stable import levels in 2026, with a focus on U.S. and Indonesian market dynamics [2][17][18]. Demand - December thermal power generation fell by 3.2% year-on-year, while total industrial power generation saw a slight increase of 0.1%. The report notes that while thermal power generation declined, renewable energy sources experienced growth, albeit at a slower pace [3][21].

Investment Rating - The report maintains a "Buy" rating for key companies in the coal mining sector, including China Shenhua, China Coal Energy, and Yanzhou Coal Mining [10][36]. Core Insights - The coal production in December 2025 saw a slight year-on-year decline of 1%, with a total output of 440 million tons. The annual production for 2025 was 4.83 billion tons, reflecting a growth of 1.2% compared to the previous year. For 2026, the domestic thermal coal production is expected to increase by only 20-30 million tons, reaching 3.85 billion tons, which is a growth of approximately 0.6% [1][13]. - Coal imports in December 2025 increased by 11.94% year-on-year, totaling 58.597 million tons. However, the total imports for the year were 49.027 million tons, a decrease of 9.6% compared to 2024. The report anticipates stable coal import levels in 2026, with significant attention on potential changes from the U.S. and Indonesia [2][17][21]. - The report highlights a 3.2% year-on-year decline in thermal power generation in December 2025, with total industrial power generation showing a marginal increase of 0.1%. The overall industrial power generation for the year was 971.59 billion kWh, up 2.2% from 2024 [3][22]. Summary by Sections Production - December coal production decreased by 1% year-on-year, with a total of 440 million tons produced. The daily average production was 14.1 million tons, and the total for 2025 was 4.83 billion tons, up 1.2% [1][13][14]. Imports - December coal imports rose by 11.94% year-on-year, amounting to 58.597 million tons. The total imports for 2025 were 49.027 million tons, down 9.6% from the previous year. The report expects stable import levels in 2026, with a focus on U.S. and Indonesian market dynamics [2][17][21]. Demand - Thermal power generation in December 2025 fell by 3.2% year-on-year, while total industrial power generation increased slightly by 0.1%. The total for the year was 971.59 billion kWh, reflecting a 2.2% increase from 2024 [3][22].