Core Viewpoint - China Shenhua Energy Co., Ltd. plans to acquire assets from the State Energy Investment Group and its subsidiary through a combination of issuing shares and cash payments, along with raising supporting funds [1][2][3] Group 1: Meeting Details - The sixth board meeting of China Shenhua was held on August 7, 2025, with 7 directors eligible to vote, of which 6 attended in person and 2 via video [1] - The meeting complied with relevant laws and regulations, and all resolutions were passed unanimously [2][11] Group 2: Transaction Overview - The proposed transaction involves acquiring 100% equity stakes in several companies, including Guoyuan Power Co., Xinjiang Energy Chemical Co., and others, totaling multiple subsidiaries of the State Energy Group [2][3] - The transaction price and valuation are yet to be determined, pending completion of auditing and assessment [3][4] Group 3: Payment Structure - The payment for the assets will be made through a combination of issuing shares and cash, with specific arrangements for each transaction partner [4][5] - The share issuance will be priced at 30.38 RMB per share, based on the company's net asset value [4][5] Group 4: Regulatory Compliance - The board confirmed that the transaction complies with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][11] - Special resolutions will be submitted for shareholder approval regarding the transaction and its implications [11][12] Group 5: Lock-up and Profit Sharing - Shares acquired by the State Energy Group will be locked for 36 months post-issuance, with conditions for extension based on stock performance [6][10] - The retained earnings before the transaction will be shared proportionally among new and existing shareholders after the completion of the asset acquisition [10][12]

Core Viewpoint - China Shenhua Energy Co., Ltd. plans to implement a mid-term profit distribution for 2025, ensuring that at least 75% of the net profit attributable to shareholders is distributed in cash [1][2]. Group 1: Shareholder Return Plan - The company has approved a shareholder return plan for 2025-2027, committing to distribute no less than 65% of the net profit attributable to shareholders in cash each year during this period [1]. - The mid-term profit distribution for 2025 will be based on the net profit achieved in the first half of 2025, with a minimum distribution of 75% of that profit [2]. Group 2: Compliance and Governance - The board of directors and all members guarantee the accuracy and completeness of the announcement, ensuring compliance with regulatory requirements and shareholder demands [1]. - The company will adhere to relevant laws and regulations regarding information disclosure and will keep investors informed [2].

Core Points - China Shenhua Energy Co., Ltd. held the seventh meeting of the sixth supervisory board on August 15, 2025, to discuss and approve several key proposals regarding asset acquisition and fundraising [1][2][3] Group 1: Meeting Resolutions - The supervisory board confirmed that the proposed transaction complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - The board unanimously approved the proposal for issuing A-shares and cash to acquire equity from the National Energy Investment Group and its subsidiary [2][3] - The board acknowledged that the transaction constitutes a related party transaction [2][3] - The board confirmed that the transaction is not expected to constitute a major asset restructuring [2][3] - The board agreed that the transaction does not constitute a restructuring listing [2][3] Group 2: Transaction Details - The board approved the preliminary plan for the asset acquisition and fundraising, allowing for necessary adjustments based on regulatory feedback [3] - The board consented to sign a conditional agreement with the National Energy Investment Group and its subsidiary regarding the asset purchase [3]

Core Viewpoint - China Shenhua Energy Co., Ltd. has decided to postpone the shareholders' meeting to review the asset restructuring due to incomplete auditing and evaluation work related to the acquisition of assets from its controlling shareholder, China Energy Investment Corporation [1][2]. Group 1 - The company held its sixth board meeting on August 15, 2025, where it approved the proposal for issuing A-shares and cash to purchase assets related to coal, coal-fired power, and coal-to-oil and coal-to-gas projects [1][2]. - The A-shares of the company will resume trading on August 18, 2025, following the announcement made on August 16, 2025 [1]. - The board will determine the specific timing for the shareholders' meeting based on the progress of the related work and will announce the meeting details separately [2].

Overview - The company, China Shenhua Energy Co., Ltd., is planning to issue shares and pay cash to acquire assets and raise matching funds through a related party transaction with State Energy Investment Group Co., Ltd. and its subsidiary, Western Energy Investment Co., Ltd. [1][14] Transaction Details - The transaction involves issuing A-shares and paying cash to acquire 100% equity of several subsidiaries from State Energy Group, including Guoyuan Power, Xinjiang Energy, and others, while also raising funds from up to 35 specific investors [14][35] - The total number of shares issued will not exceed 30% of the company's total shares post-transaction [35] Financial Implications - The transaction is expected to significantly increase the company's asset scale and business strength, enhancing total assets, net assets, and operating income [42] - The specific financial data related to the transaction will be disclosed in the restructuring report after the completion of the audit and evaluation [42][47] Regulatory Compliance - The transaction is subject to approval from the board of directors, shareholders, and regulatory bodies, including the China Securities Regulatory Commission and the Shanghai Stock Exchange [3][40] - The company has committed to strict information disclosure obligations and will ensure that all related procedures are followed to protect the interests of minority shareholders [45][46] Strategic Impact - This acquisition aims to enhance the company's integrated operational advantages and expand its main business scale, solidifying its position as a leading comprehensive energy company globally [41] - The transaction is expected to optimize the company's resource allocation and improve operational efficiency, contributing to the national energy security strategy [41]

Core Viewpoint - China Shenhua Energy Co., Ltd. is planning to issue A-shares and pay cash to acquire assets from its controlling shareholder, China Energy Investment Corporation, including coal, coal-fired power, and coal-to-oil and coal-to-gas chemical assets, while also raising matching funds [1][2] Group 1: Stock Suspension and Resumption - The company's A-shares were suspended from trading starting August 4, 2025, due to the planned acquisition and fundraising activities [1] - The A-shares are set to resume trading on August 18, 2025, following the approval of related proposals by the board of directors [2] Group 2: Board and Shareholder Approval - The board of directors approved the related transaction proposals during the sixth board meeting on August 15, 2025, but the transaction still requires further board and shareholder approval, as well as regulatory consent [2] - There is uncertainty regarding the approval timeline and whether the necessary regulatory approvals will be obtained [2]

Core Viewpoint - China Shenhua Energy Co., Ltd. announced that its South Sumatra 1 Independent Power Project Unit 2 has successfully completed a 96-hour trial operation and is now officially in production, marking the completion of both units of the project [1] Group 1: Project Details - The South Sumatra 1 Independent Power Project is located in South Sumatra, Indonesia, and operates under a Build-Own-Operate (BOO) model [1] - Both units of the project are 350MW supercritical coal-fired power generation units [1] - During the trial operation, the units operated smoothly with excellent environmental performance, significantly exceeding the emission standards stipulated in the power purchase agreement for dust, sulfur dioxide, and nitrogen oxides [1] Group 2: Operational Impact - After the commissioning of the South Sumatra 1 Independent Power Project, the expected annual effective utilization hours can reach 7,008 hours [1] - The project is anticipated to alleviate local power supply pressure and provide support and assurance for local energy security and socio-economic development [1]

Core Viewpoint - CITIC Securities acts as an independent financial advisor for China Shenhua Energy Co., Ltd. in a significant asset acquisition and fundraising transaction, ensuring compliance with relevant regulations and conducting thorough due diligence [1][2]. Group 1 - CITIC Securities has been entrusted by China Shenhua to provide independent financial advisory services for the transaction involving the issuance of shares and cash payment for asset acquisition [1]. - The independent financial advisor has conducted necessary due diligence and issued independent verification opinions regarding the transaction [2]. - The advisor confirms that all provided documents are true, accurate, and complete, and assumes legal responsibility for the authenticity of these documents [2]. Group 2 - The advisor assures that there are no substantial discrepancies between the professional opinions expressed and the disclosed documents from the parties involved in the transaction [2]. - The disclosure documents meet the required content and format standards as per regulations [2]. - Strict confidentiality measures and internal controls are in place to prevent insider trading and market manipulation [2].

证券代码：601088 证券简称：中国神华 公告编号：临 2025-047 中国神华能源股份有限公司 关于筹划本次资产重组事项停牌前一个交易日 前十大股东和前十大流通股股东持股情况的公告 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。 中国神华能源股份有限公司（以下简称"中国神华"或"公司"）拟通过 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（以 下简称"本次资产重组"）。 因有关事项尚存在不确定性，为保证公平信息披露，维护投资者利益，避 免造成公司股价异常波动，根据上海证券交易所有关规定，公司申请 A 股股票 于 2025 年 8 月 4 日（星期一）开市起停牌，停牌时间不超过 10 个交易日。具体 内容详见公司于 2025 年 8 月 2 日披露的《中国神华关于筹划发行股份及支付现 金购买资产并募集配套资金暨关联交易事项的停牌公告》（临 2025-039）。 根据《上海证券交易所上市公司自律监管指引第 4 号——停复牌》的 ...

Group 1 - The transaction involves China Shenhua Energy Co., Ltd. acquiring coal, coal-fired power, and coal-to-oil and coal-to-gas chemical assets from China Energy Investment Corporation [1] - The transaction will be financed through the issuance of A-shares and cash payments [1] - The controlling shareholder and actual controller of the company will remain unchanged after the transaction, ensuring no change in control [1] Group 2 - The independent financial advisor, CITIC Securities, confirms that the transaction does not constitute a restructuring listing according to relevant regulations [1] - The company has maintained the same actual controller, the State-owned Assets Supervision and Administration Commission of the State Council, for the last 36 months [1] - The transaction complies with the regulations outlined in the Major Asset Restructuring Management Measures for Listed Companies [1]