Meeting Overview - The shareholders' meeting was held on December 29, 2025, at the International Building, Fuzhou, Fujian Province [1] - The meeting was chaired by the Chairman, Mr. Guo Zheng, with all directors and the board secretary present, along with some senior management [1][2] - Voting was conducted through a combination of on-site and online methods, adhering to legal and regulatory requirements [1] Voting Results - All proposals presented at the meeting were approved, including a significant resolution regarding the establishment of an enterprise group and amendments to the company's articles of association [3][4] - The proposal concerning the establishment of the enterprise group received more than two-thirds of the voting rights from shareholders present, meeting the company's charter requirements [3] Legal Verification - The meeting was witnessed by lawyers from Fujian Junli Law Firm, who confirmed that the meeting's procedures and resolutions were in compliance with legal and regulatory standards [5][6] - The lawyers concluded that the qualifications of attendees and the validity of the voting process were legitimate and effective [6]

Group 1 - The third extraordinary general meeting of shareholders was held on December 29, 2025, at the International Building in Fuzhou, Fujian Province [2] - All resolutions presented at the meeting were approved, including the establishment of an enterprise group and amendments to the company's articles of association [4][5] - The meeting was convened by the board of directors and chaired by Chairman Guo Zheng, with all directors and the board secretary in attendance [2][3] Group 2 - The voting method combined on-site and online voting, with on-site voting conducted through a named ballot [2] - The legal counsel from Fujian Junli Law Firm confirmed that the meeting's procedures and resolutions were in compliance with relevant laws and regulations [7]

福建君立律师事务所 关于中闽能源股份有限公司 2025 年第三次临时股东会的 法律意见书 地址 ADD：福州市鼓楼区工业路 572 号凤凰望郡三楼 邮政编码 ZIP：350002 电话 TEL：+86-591-87563807/87563808/87563809 传真 FAX：+86-591-87530756 2025 年 12 月 本法律意见书仅供见证公司本次股东会相关事项的合法性之目的使用，不得 用作任何其他目的。 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承 担相应法律责任。 福建君立律师事务所 关于中闽能源股份有限公司 2025 年第三次临时股东会的法律意见书 致：中闽能源股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民 共和国公司法》（以下简称"《公司法》"）和中 ...

证券代码：600163 证券简称：中闽能源 公告编号：2025-045 中闽能源股份有限公司 2025年第三次临时股东会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 二、 议案审议情况 | 1、出席会议的股东和代理人人数 | 487 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,321,951,120 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 69.4668 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由公司董事会召集、董事长郭政先生主持，公司全体董事和董事 会秘书出席了会议，部分高级管理人员列席了会议；本次会议采取现场投票和网 (一) 股东会召开的时间：2025 年 12 月 29 日 (二) 股东会召开的地点：福建省福州市五四路 210 号国际大厦 22 层第一会议 室 (三) 出席会议的普通股股东 ...

Investment Rating - The report maintains a "Recommendation" rating for the industry [2] Core Insights - The environmental and public utility sectors have seen an increase, with the environmental industry index rising by 1.92% and the public utility index by 0.83%, which is relatively lower than the overall market increase [6] - The total transaction volume for electricity in Guangdong for 2026 is 359.44 billion kWh, a year-on-year increase of 5.4%, with an average transaction price of 372.14 cents/kWh, down 5.0% year-on-year [6] - The report suggests focusing on investment opportunities in the power sector, particularly recommending Guodian Power and Huaneng International for their strong dividends and performance safety [6] Summary by Sections Key Event Analysis - In November, the growth rate of total electricity consumption slowed, with a year-on-year increase of 6.2%, down 4.2 percentage points from October [10] - The National Development and Reform Commission and the National Energy Administration have issued guidelines to promote the large-scale development of solar thermal power [20] Market Review - The environmental and public utility sectors have shown positive performance, with the environmental sector leading with an 18.58% increase since the beginning of 2025 [22] - The power sector has seen a cumulative increase of 2.71% in the same period [22] Key Data Tracking - The price of Qinhuangdao 5500 kcal thermal coal has decreased to 685 RMB/ton, down 4.86% from December 19, 2025, and down 11.0% year-on-year [36] - The average electricity price in Guangdong reached a peak of 346.72 RMB/MWh on December 24, 2025, an increase of 10.9% week-on-week [52] - The LNG import price has risen to 9.62 RMB/million BTU, up 1.02% from December 19, 2025, while the domestic LNG ex-factory price has decreased to 3915 RMB/ton [50] Industry Key Events - The report highlights several key events in the electricity market, including the construction of charging infrastructure for electric heavy trucks in Chongqing and the implementation of green electricity direct connection projects in Ningxia [63][64]

Investment Rating - The investment rating for the industry is "Positive" and is maintained [9]. Core Insights - The average transaction price for Guangdong Province in 2026 is projected to be 372.14 RMB/MWh, reaching the lower limit of the medium to long-term trading price, which represents a year-on-year decrease of 19.72 RMB/MWh. If the impact of the coal power capacity price increase in 2026 is considered, the comprehensive average electricity price will remain roughly the same as in 2025 [2][13]. - The total transaction volume for Guangdong Province in 2026 is expected to reach 359.437 billion kWh, reflecting a year-on-year growth of 5.38% [6][13]. - The Southern Energy Regulatory Bureau has emphasized the prohibition of signing "yin-yang contracts" and will strictly investigate violations in medium to long-term electricity trading. This indicates a focus on maintaining market order and rational trading [2][13]. - The report suggests that if electricity prices experience irrational declines, a new round of mechanism reforms may be initiated. The publication of the long-term electricity price in Guangdong marks the beginning of a new phase in the national electricity price negotiations [13]. Summary by Sections Section: Price Trends - The long-term electricity price has reached its lower limit, indicating potential volatility in prices if not constrained. The regulatory body has issued guidelines to ensure compliance and market stability [2][13]. - The coal power capacity price is set to increase from 100 RMB/year·kW to 165 RMB/year·kW in 2026, which, combined with a decrease in coal power utilization hours, will affect the average price for coal power units, keeping it stable compared to 2025 [2][13]. Section: Market Dynamics - The report highlights that the supply-demand relationship is becoming more relaxed, with an increase in new coal power installations, which may exert downward pressure on electricity prices. The dual-track pricing system of medium to long-term and spot markets is also contributing to this dynamic [13]. - The report recommends focusing on quality coal power operators such as Huaneng International, Datang Power, and others, as well as hydropower companies like Yangtze Power and Guotou Power, and new energy firms like Longyuan Power and China Nuclear Power [13].

Core Viewpoint - 中闽能源's stock price has shown fluctuations with a recent increase of 2.08%, while the company faces a decline in revenue and net profit year-on-year [1][2]. Group 1: Stock Performance - As of December 23, 中闽能源's stock price reached 5.89 yuan per share, with a market capitalization of 11.209 billion yuan [1]. - The stock has decreased by 1.95% year-to-date, with a 2.16% drop over the last five trading days, but has increased by 8.47% over the last 20 days and 13.49% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to September 2025, 中闽能源 reported a revenue of 1.08 billion yuan, a year-on-year decrease of 1.40%, and a net profit attributable to shareholders of 328 million yuan, down 19.82% year-on-year [2]. - Cumulatively, 中闽能源 has distributed 644 million yuan in dividends since its A-share listing, with 481 million yuan distributed over the last three years [3]. Group 3: Shareholder Information - As of September 30, 2025, 中闽能源 had 39,300 shareholders, a decrease of 3.93% from the previous period, with an average of 48,365 circulating shares per shareholder, an increase of 4.09% [2]. - The top circulating shareholder is 工银红利优享混合A, holding 40.6113 million shares, an increase of 7.6008 million shares from the previous period [3].

Group 1: Core Insights - The future narrative for thermal power is expected to shift towards enhanced profitability stability and increased dividends due to rising capacity prices and deeper assessments by the State-owned Assets Supervision and Administration Commission (SASAC) [2][60] - In the short term, integrated coal power companies are likely to have a comparative advantage as coal prices rise, with a consensus forming around an increase in the coal price baseline for next year [2][6] - Renewable energy companies, despite facing challenges such as supply-demand imbalance and subsidy delays, have shown considerable absolute returns, supported by improving policies for green energy development [6][8] Group 2: Thermal Power Analysis - Historical performance of thermal power shows a certain "counter-cyclical" nature, with earnings often moving inversely to coal prices, which are now market-driven [19][26] - The current policy framework limits the duration of profitability expectations for thermal power, leading to a "high first, low second" characteristic in the market for 2023 and 2024 [6][45] - The expected increase in capacity prices across provinces by 2026 will enhance the fixed cost recovery ability of coal power plants, significantly improving profitability stability [60][64] Group 3: Renewable Energy Insights - The renewable energy sector is currently facing multiple issues, including market price pressure and subsidy delays, but the gradual improvement in policy support is expected to create investment opportunities [6][8] - Companies with low valuations, high wind power ratios, and strong regional price certainty are still worth considering for investment despite the uncertain timing of policy impacts [2][6] Group 4: Hydropower and Nuclear Power - Leading hydropower companies exhibit high earnings certainty and dividend ratios, making them attractive for long-term investment [7] - Nuclear power is anticipated to see significant capacity growth during the 14th Five-Year Plan, with stable long-term price expectations despite some market price fluctuations [8][60] Group 5: Investment Recommendations - Recommended companies include quality thermal power operators such as Huaneng International, Datang Power, and China Power, as well as leading hydropower firms like Yangtze Power and Guotou Power [9] - In the renewable sector, companies like Longyuan Power and China Nuclear Power are highlighted as potential investment opportunities [9]

Market Performance - The electricity sector declined by 1.02% compared to the previous trading day, with Zhongmin Energy leading the losses [1] - The Shanghai Composite Index closed at 3824.81, down 1.11%, while the Shenzhen Component Index closed at 12914.67, down 1.51% [1] Capital Flow - The electricity sector experienced a net outflow of 1.468 billion yuan from main funds, while retail investors saw a net inflow of 1.308 billion yuan [2] - Speculative funds recorded a net inflow of 160 million yuan into the electricity sector [2]

中闽能源股份有限公司 ZHONGMIN ENERGY CO.,LTD. 2025 年第三次临时股东会 会 议 资 料 2025 年 12 月 29 日 | 2025 | 年第三次临时股东会会议须知 1 | | --- | --- | | 2025 | 年第三次临时股东会会议议程 3 | | 议案：关于组建企业集团并修订《公司章程》的议案 | 5 | 中闽能源 2025 年第三次临时股东会会议资料 2025 年第三次临时股东会会议须知 为维护股东的合法权益，确保本次股东会的正常秩序及顺利召开，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》及《公 司章程》《公司股东会议事规则》等有关规定，特制定股东会须知如下，望出席 本次股东会的全体人员遵照执行。 一、本次股东会设立会议登记处，具体负责会议组织工作和股东登记等相关 事宜。 二、出席本次股东会的对象为股权登记日在册的股东，本次股东会股权登记 日为 2025 年 12 月 22 日。涉及融资融券、转融通业务、约定购回业务相关账户 以及沪股通投资者的投票，应按照《上海证券交易所上市公司自律监管指引第 1 号—规范运作》等有关规定执行，公司 ...