北京市嘉源律师事务所 关于中国中煤能源股份有限公司 控股股东增持股份的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 ellines 务所 YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI AN 北京市嘉源律师事务所 关于中国中煤能源股份有限公司控股股东 本所律师在出具本法律意见书之前已得到相关方的保证,即其已向本所提供 了本所出具本法律意见书所必需的、真实的原始书面材料或副本材料或口头陈述, 其已向本所提供或披露了本所出具本法律意见书所需的有关事实,其向本所提供 的有关副本材料或复印件与原件一致。本法律意见书仅供本次增持之目的使用, 未经本所律师书面许可,不得用作任何其他目的。 基于上述,本所律师发表法律意见如下: 一、 增持人的主体资格 增持股份的法律意见书 嘉源(2024)-05-346 敬启者: 北京市嘉源律师事务所(以下简称"本所")接受中国中煤能源股份有限公 司(以下简称"中煤能源"或"公司")的委托,根据《中华人民共和国公司法》 (以下简称"《公司 ...

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。 证券代码：601898 证券简称：中煤能源 公告编号：2024-038 中国中煤能源股份有限公司 2024 年中期 A 股利润分派实施公告 A 股每股现金红利 0.221 元（含税） 中国中煤能源股份有限公司董事会于 2024 年 6 月 28 日的 2023 年度股东周年大 会获批准授权制定并实施 2024 年中期现金分红方案。本次利润分配方案已经公司于 2024年8月23日召开第五届董事会2024年第五次会议审议通过。第五届董事会2024 年第五次会议决议公告刊登于 2024 年 8 月 23 日的上海证券交易所网站、香港联交 所网站和本公司网站，8 月 24 日的《中国证券报》《上海证券报》《证券时报》和《证 券日报》。 二、 分配方案 重要内容提示： 每股分配比例 扣税后每股现金红利：自然人股东和证券投资基金的现金红利暂不扣缴个人所 得税，待实际转让股票时根据持股期限计算应纳税额；合格境外机构投资者 （QFII）股东的现金红利为每股 0.1989 元，沪股通香港联合交易所 ...

证券代码：601898 证券简称：中煤能源 公告编号：2024-039 中国中煤能源股份有限公司 关于控股股东增持公司股份计划的实施结果公告 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。 重要内容提示： 一、 增持主体 （一）增持主体：中国中煤，为公司控股股东。 （二）本次增持计划公告前增持主体已持有股份的数量、占公司总股本的比 例：在本次增持计划公告前，中国中煤直接持有公司 7,605,207,608 股 A 股股份， 通过全资子公司中煤能源香港有限公司持有公司 132,351,000 股 H 股股份，合计 约占公司已发行总股本的 58.36%。 二、 本次增持计划的主要内容 基于对公司未来发展前景的信心和对资本市场长期投资价值的认可，为促进 公司持续、健康、稳定发展，中国中煤决定实施本次增持计划。本次增持计划的 具体内容详见公司于 2023 年 10 月 16 日披露的《中国中煤能源股份有限公司关 于控股股东增持公司股份计划的公告》（公告编号：2023-035）。 三、 增持计划实施结果情况 1 增持计划基本情况：中国中 ...

证券代码：601898 证券简称：中煤能源 公告编号：2024-040 中国中煤能源股份有限公司 2024 年 9 月份主要生产经营数据公告 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。 | 指标项目 | 单位 | 2024 | 年 | 2023 | 年 | 变化比率（%） | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 9 月份 | 累计 | 9 月份 | 累计 | 9 月份 | 累计 | | 一、煤炭业务 | | | | | | | | | （一）商品煤产量 | 万吨 | 1,190 | 10,231 | 1,091 | 10,117 | 9.1 | 1.1 | | （二）商品煤销量 | 万吨 | 2,461 | 20,551 | 2,077 | 21,480 | 18.5 | -4.3 | | 其中：自产商品煤销量 | 万吨 | 1,169 | 10,038 | 1,051 | 9,967 | 11.2 | 0.7 | | 二、煤化工业务 | | ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1][3] Core Views - The report emphasizes that China Coal Energy is undervalued with high dividend potential and growth prospects. The company has been increasing its dividend payout ratio and has implemented special dividends and interim dividends [3][4] - The company is diversifying its operations beyond coal mining into coal chemical, coal power, coal mining equipment, and renewable energy sectors, all of which show high growth potential [3][4] - The report maintains profit forecasts for 2024-2026, expecting net profits attributable to the parent company to be 19.62 billion, 21.40 billion, and 22.55 billion yuan respectively, with corresponding EPS of 1.48, 1.61, and 1.70 yuan per share [3][5] Summary by Sections Company Overview - China Coal Energy is a leading state-owned coal enterprise, listed in both Hong Kong and A-shares. The company is controlled by the State-owned Assets Supervision and Administration Commission [10][11] High Dividend and Market Value Management - The company has responded positively to policies encouraging higher dividends, with a cash dividend ratio reaching 37.7% in 2023. The total dividend ratio for 2024 is expected to reach 45% [4][24] - The company has maintained a low debt ratio of 48% as of June 30, 2024, allowing for sustainable high dividend payouts [4][24] Coal Industry: Growth Potential and Stability - The company possesses abundant coal resources, with a total coal resource of 26.65 billion tons, primarily in Shanxi, Inner Mongolia, and Shaanxi. The company has the highest recoverable reserves in the industry at 13.87 billion tons [28] - The report highlights that the company is well-positioned to benefit from new production capacities and stable profitability due to long-term contracts [28]

Financial Performance - In the first half of 2024, the company achieved revenue of RMB 93 billion, a decrease of 15.0% year-on-year, and a net profit attributable to shareholders of RMB 10.7 billion, down 16.0% year-on-year[3]. - The group's revenue for the first half of 2024 was 92.984 billion yuan, a decrease of 16.373 billion yuan or 15.0% compared to 109.357 billion yuan in the same period of 2023[8]. - The group's pre-tax profit was 17.983 billion yuan, down 3.209 billion yuan or 15.1% from 21.192 billion yuan in the previous year[8]. - The net cash inflow from operating activities was 14.890 billion yuan, a decrease of 2.145 billion yuan or 12.6% year-on-year[8]. - The coal business revenue was 77.767 billion yuan, a decline of 15.756 billion yuan or 16.8% compared to 93.523 billion yuan in the previous year[10]. - The average selling price of self-produced coal decreased by 40 yuan per ton, resulting in a revenue loss of 2.660 billion yuan, while sales volume increased by 1.34 million tons, contributing an additional 834 million yuan in revenue[8]. - Gross profit for the six months ended June 30, 2024, decreased by 10.8% to CNY 21.36 billion, compared to CNY 23.95 billion for the same period in 2023, while gross margin increased by 1.1 percentage points to 23.0%[15]. - The company reported a decrease in other comprehensive income, totaling RMB (336,573) thousand compared to RMB 138,953 thousand in 2023[95]. - The company reported a profit of RMB 10,695,209 thousand for the six months ended June 30, 2024, compared to a profit of RMB 12,731,596 thousand for the same period in 2023, reflecting a decline of approximately 16.0%[99]. Cash Flow and Investments - The company maintained strong operational cash flow with a net cash inflow of RMB 15.7 billion, an increase of 4.1% year-on-year[3]. - As of June 30, 2024, the group's cash and cash equivalents balance was CNY 37.207 billion, an increase of CNY 5.624 billion from CNY 31.583 billion on December 31, 2023[38]. - The net cash outflow from investing activities was CNY 3.904 billion, reduced by CNY 1.287 billion from CNY 5.191 billion for the same period last year[38]. - The company incurred a total of RMB 4,347,559 thousand in capital expenditures for property, plant, and equipment during the first half of 2024, compared to RMB 4,024,259 thousand in the same period of 2023, representing an increase of approximately 8.0%[100]. - The company reported a net cash outflow from financing activities of CNY 5.375 billion, a decrease of CNY 5.677 billion from CNY 11.052 billion for the six months ended June 30, 2023[38]. Production and Sales - The total coal production reached 66.5 million tons, remaining stable year-on-year, while self-produced coal sales increased by 1.34 million tons to 66.19 million tons[3]. - The total sales volume of commodity coal for the first half of 2024 was 133.55 million tons, a decrease of 8.9% year-on-year, while self-produced coal sales increased by 2.1% to 66.19 million tons[57]. - The sales revenue from self-produced coal decreased by 4.5% to CNY 38.64 billion, primarily due to a price drop of CNY 40 per ton, despite a volume increase of 1.34 million tons[17]. - The sales volume of major coal chemical products was 3.083 million tons, down 4.0% compared to the same period last year[60]. - The company has completed the construction of 66 intelligent coal mining faces and 43 intelligent tunneling faces, enhancing safety and production efficiency[55]. Dividends and Shareholder Returns - A total of RMB 10.3 billion will be distributed as dividends, including the 2023 year-end dividend and the 2024 interim dividend[4]. - The company declared a cash dividend of 0.442 RMB per share, totaling 5,860,214,700 RMB, based on a net profit of 19,534,049,000 RMB for the fiscal year 2023[77]. - The company declared an interim dividend of RMB 0.221 per share, totaling approximately RMB 2,936,337,600, based on the approval from the annual general meeting[177]. Strategic Initiatives and Future Plans - The company plans to enhance energy supply capabilities and accelerate green low-carbon transformation, focusing on key projects such as the 2×350MW low calorific value coal power project and various photovoltaic projects totaling 360MW[5]. - The company aims to deepen reforms and enhance core competitiveness, with a focus on achieving the goals set by the 20th Central Committee of the Communist Party of China[5]. - The company is actively integrating its coal, power, coal chemical, and new energy sectors to create a cohesive industrial chain[3]. - The company plans to focus on market expansion and new technology development to enhance future growth prospects[115]. - The company is exploring strategic acquisitions to enhance its market position, particularly in the renewable energy sector[191]. Financial Position and Assets - The total assets of the group as of June 30, 2024, were 361.134 billion yuan, an increase of 11.979 billion yuan or 3.4% from the end of 2023[8]. - The debt-to-equity ratio was 26.9%, down 1.6 percentage points from 28.5% at the end of 2023[8]. - The net value of property, plant, and equipment was CNY 134.427 billion, reflecting a growth of 5.3% from CNY 127.702 billion on December 31, 2023[40]. - The total liabilities as of June 30, 2024, were RMB 173,396,822 thousand, up from RMB 166,631,766 thousand as of December 31, 2023, reflecting an increase of approximately 4.0%[98]. - The company reported a significant increase in accounts payable for dividends, rising to RMB 8,086,440 thousand from RMB 66,505 thousand, reflecting a substantial increase[148]. Risk Management and Compliance - The company has maintained a robust financial structure and improved risk resistance, focusing on quality and efficiency in its coal and coal chemical businesses[67]. - The independent review report confirms that the interim financial information complies with International Accounting Standard 34[93]. - The company has complied with the Corporate Governance Code as per the listing rules of the Stock Exchange[73]. - The Audit and Risk Management Committee reviewed the interim financial results, confirming compliance with international accounting standards[75]. Employee and Governance - As of June 30, 2024, the total number of employees is 46,303, including 29,710 production staff, 1,084 sales personnel, 9,689 technical staff, 937 financial staff, 2,904 administrative staff, and 1,979 others[89]. - The company has implemented reforms in employee compensation, focusing on key positions and high-demand talent to enhance core competitiveness[89]. - The company is actively collaborating with national training institutions to enhance employee skills through various training programs[89].

证券代码：601898 证券简称：中煤能源 公告编号：2024-037 中国中煤能源股份有限公司 2024 年 8 月份主要生产经营数据公告 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。 | 指标项目 | 单位 | 2024 | 年 | 2023 | 年 | 变化比率（%） | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 8 月份 | 累计 | 8 月份 | 累计 | 8 月份 | 累计 | | 一、煤炭业务 | | | | | | | | | （一）商品煤产量 | 万吨 | 1,181 | 9,041 | 1,174 | 9,026 | 0.6 | 0.2 | | （二）商品煤销量 | 万吨 | 2,392 | 18,090 | 2,425 | 19,403 | -1.4 | -6.8 | | 其中：自产商品煤销量 | 万吨 | 1,116 | 8,869 | 1,247 | 8,916 | -10.5 | -0.5 | | 二、煤化工业务 | | | ...

Investment Rating - The report maintains a "Buy" rating for the company [7][8]. Core Views - The company benefits from increased production and sales, along with improved profitability in coal chemical operations, leading to slightly better-than-expected performance in Q2 2024. The company's ability to maintain profitability stability amid coal price fluctuations is supported by increased volume elasticity and a high proportion of long-term contracts. The anticipated mid-year dividend and potential special dividends enhance the overall dividend expectations for the year, making the H-shares' dividend yield attractive. The company is expected to undergo valuation recovery. In the medium term, the Libi Coal Mine (4 million tons/year) and Weizigou Coal Mine (2.4 million tons/year) are scheduled to begin trial production in 2025, establishing a sustainable development model through simultaneous development of coal, electricity, coal chemicals, and new energy [5][6][7]. Summary by Sections Financial Performance - In H1 2024, the company achieved a net profit attributable to shareholders of 9.79 billion yuan, a decrease of 2.05 billion yuan (-17.3%) year-on-year. In Q2 2024, the net profit was 4.82 billion yuan, an increase of 0.14 billion yuan (+3%) year-on-year, but a decrease of 0.15 billion yuan (-3%) quarter-on-quarter. The company announced a mid-year dividend of 2.94 billion yuan, distributing 0.221 yuan per share (including tax) based on 30% of the net profit for H1 2024 [5][6]. Coal Production and Sales - The company experienced significant increases in production and sales due to the operational advantages of the Dahai and Dong open-pit coal mines. In H1 2024, the company produced 66.5 million tons of marketable coal, a decrease of 0.62 million tons (-0.9%) year-on-year. In Q2 alone, the production was 33.77 million tons, a slight decrease of 0.05 million tons (-0.1%) year-on-year but an increase of 1.04 million tons (+3.2%) quarter-on-quarter. The sales volume for H1 2024 was 133.55 million tons, down by 1.31 million tons (-8.9%) year-on-year, primarily due to a decrease in traded coal sales. The self-produced marketable coal sales were 66.19 million tons, an increase of 0.134 million tons (+2.1%) year-on-year [6][7]. Pricing and Costs - The coal prices in Q2 followed a general market decline. The average selling price of self-produced coal in H1 2024 was 584 yuan/ton, down by 40 yuan/ton (-6.4%) year-on-year. The cost of self-produced coal sales in H1 2024 was 295 yuan/ton, an increase of 8 yuan/ton (+2.7%) year-on-year. The gross profit per ton of self-produced coal was 291 yuan/ton, a decrease of 48 yuan/ton (-14.1%) year-on-year [6][7]. Coal Chemical Business - The coal chemical segment saw improved profitability due to the decline in coal prices, with a gross profit of 2.212 billion yuan in H1 2024, an increase of 339 million yuan (+18.1%) year-on-year, and a gross margin of 20.4%, up by 3.7 percentage points year-on-year [7]. Future Outlook - The company is expected to achieve net profits of 18.6 billion yuan, 18.9 billion yuan, and 19.3 billion yuan for the years 2024, 2025, and 2026, respectively. Based on the closing price on August 30, the corresponding A-share PE ratios are projected to be 9.5x, 9.3x, and 9.1x. The dividend yield is estimated to be around 4.0% for 2024 and 2025, and 4.1% for 2026, based on the announced dividends [7][8].

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company reported a decrease in revenue and net profit for the first half of 2024, with revenue at 92.984 billion yuan, down 14.97% year-on-year, and net profit at 9.788 billion yuan, down 17.30% year-on-year [7] - The company has implemented a "Quality Improvement and Efficiency Enhancement" action plan, emphasizing stable dividends and market value management [10] - The forecast for revenue and net profit from 2024 to 2026 shows a positive trend, with expected revenues of 211.246 billion yuan, 217.644 billion yuan, and 225.383 billion yuan, and net profits of 21.841 billion yuan, 23.474 billion yuan, and 25.549 billion yuan respectively [10] Financial Summary - Total shares outstanding: 13,259 million [3] - Market price: 13.56 yuan [2] - Market capitalization: 179.787 billion yuan [3] - Revenue for 2022 was 220.577 billion yuan, with a projected revenue of 211.246 billion yuan for 2024, reflecting a year-on-year growth rate of 9% [6] - Net profit for 2022 was 18.241 billion yuan, with a projected net profit of 21.841 billion yuan for 2024, reflecting a year-on-year growth rate of 12% [6] Business Performance - Coal production for the first half of 2024 was 66.5 million tons, a decrease of 0.9% year-on-year, while sales increased by 2.1% [8] - The average selling price of self-produced coal was 584.0 yuan/ton, down 6.4% year-on-year [8] - In the chemical business, methanol production decreased by 9.9% year-on-year, but the unit gross profit increased significantly by 133.5% [9] Dividend Policy - The company has committed to a stable dividend policy, distributing a special dividend of 1.5 billion yuan and a mid-year cash dividend of 2.936 billion yuan, representing a 30% payout ratio [10]

中煤能源（601898.SH） | --- | --- | --- | --- | --- | --- | |----------------------|---------|---------|---------|---------|---------| | 财务指标 | 2022A | 2023A | 2024E | 2025E | 2026E | | 营业收入（百万元） | 220,577 | 192,969 | 186,529 | 190,577 | 194,700 | | 增长率 yoy（%） | -8.0 | -12.5 | -3.3 | 2.2 | 2.2 | | 归母净利润（百万元） | 18,259 | 19,534 | 19,637 | 20,425 | 21,220 | | 增长率 yoy（%） | 32.9 | 7.0 | 0.5 | 4.0 | 3.9 | | ROE（%） | 15.4 | 14.1 | 13.2 | 12.3 | 11.5 | | EPS 最新摊薄（元） | 1.38 | 1.47 | 1.48 | 1.54 | 1.60 | | P/E（倍） | 9.4 | 8 ...