本报（chinatimes.net.cn）记者李佳佳 李未来 北京报道 11月27日，兖矿能源集团股份有限公司（下称"兖矿能源"，600188.SH）宣布公司全资附属公司兖矿东 华重工有限公司（"东华重工"）拟收购山东能源集团重型装备制造（集团）有限公司（"山能装备"）持 有的山东能源装备集团高端支架制造有限公司（"高端支架公司"）100%股权。 据透露，本次的交易价格为34,484.74万元，东华重工将于交割日将转让价款以现金形式一次性支付至转 让方山能装备指定的银行账户。 记者了解到，标的公司今年业绩下滑，前三季度净利润仅27.12万元，为进一步了解高端支架公司经营 情况，《华夏时报》记者致电兖矿能源董秘办，工作人员向记者透露，2025年应该是特殊情况，未来不 会这么差。 标的公司成立不足三年 资料显示，高端支架公司成立于2022年12月，注册资本3亿元，为山能装备全资子公司。 根据评估报告，高端支架公司股东全部权益账面价值为30,209.36万元，采用资产基础法评估值为 34,484.74万元，评估增值4275.39万元，增值率14.15%。 之所以采取资产基础法进行评估，兖矿能源公告中披露了三方面原因 ...

格隆汇11月28日｜申万宏源研究指出，兖矿能源发布关于收购山东能源装备集团高端支架制造有限公司 100%股权暨关联交易公告，交易完成后利于规避同业竞争、将加速公司装备制造业一体化布局，同时 可减少关联交易和降低采购成本。公司2025前三季度归母净利润71.20亿元，同比下降39.15%，其中Q3 单季度归母净利润22.88 亿，同比调整后24Q3的36.09亿下降36.60%。公司业绩符合市场预期。公司产 能规模预计进一步扩张。公司7 月11 日完成西北矿业51%股权交割，并于三季度并表。据公司公告，本 次收购将新增煤炭资源量63.52亿吨、可采储量36.52亿吨。在产、在建及拟建产能合计预计新增6105万 吨/年，建成后将进一步提升公司的产能。考虑到近年煤炭行业投资不足，供给偏紧下预计煤价仍将高 位震荡、行业景气有望延续。公司兼具动力煤和焦煤业务，可比公司中国神华、潞安环能、山西焦煤、 华阳股份2025年平均PE为17倍，维持公司"买入"评级。 ...

Core Insights - Yancoal Energy's Future Energy has successfully integrated regional management for one year, focusing on strategic resource development and operational efficiency [1][2][3] Group 1: Operational Performance - The Jinjitan Coal Mine maintained stable and high production, with coal output increasing by 29,190 tons year-on-year in the first three quarters [1] - The coal-to-oil subsidiary achieved a production capacity of one million tons, marking its first successful operational year [1] - Key devices in Yulin Energy Chemical have set historical operational records, and the DMMn unit has turned profitable [1] Group 2: Management Integration - Future Energy has streamlined its management structure, reducing the number of institutions by 18% and technical positions by 35%, enhancing regional management efficiency [2] - The company has established over 90 operational guidelines and responsibilities to clarify management processes and improve integration [2] Group 3: Collaborative Development - Future Energy has broken down regional barriers and integrated technical resources, forming specialized committees to support project reviews and risk management [3] - The company has focused on optimizing production processes, resulting in a 33% reduction in "wave reduction stop" incidents and achieving historical operational highs in boiler and gasification units [3] Group 4: Innovation and Digital Transformation - Future Energy has implemented a collaborative innovation mechanism, completing several technical projects to support industrial upgrades [4][5] - The company invested 9.1 million yuan in 10 smart factory projects, enhancing automation and precision in chemical production [5] - The coal-to-oil subsidiary's advanced control project has increased automation rates to 98% and reduced key alarm rates by 80% [5] Group 5: Cultural and Community Engagement - Future Energy has integrated party building with production operations, launching educational initiatives to enhance employee engagement [6] - The company has created various community facilities and organized over 40 cultural and sports activities to foster a positive work environment [6]

Key Points - The core viewpoint of the articles highlights various corporate announcements, including stock buybacks, project investments, and share transfers, indicating active corporate strategies in response to market conditions [1][2]. Company Announcements - Tianpu Co., Ltd. is under suspension for verification [1]. - Saiwei Electronics reports that the MEMS-OCS chips produced by its partner, Silex Beijing, have not yet entered mass production [1]. - Hongyang plans to establish a full industry chain in Qujing, Yunnan, centered around pyridine alkaloids [1]. - China Aluminum International has won a bid for the "large-to-small" upgrade project of the Qinglongxia electrolytic cell [1]. - Haohan Deep intends to acquire a 16.0656% stake in Guorui Zhizhi for 70.6886 million yuan [1]. - Huaxin Environmental has completed a buyback of 1.3202% of its shares [1]. Share Transactions - Perfect World’s actual controller, Chi Yufeng, plans to reduce his stake by up to 1.7% [2]. - Mindray Medical's chairman, Li Xiting, intends to increase his stake by 200 million yuan [2]. - Yidelong's major shareholder, Wang Ming, plans to reduce his holdings by up to 320,000 shares [2]. - Zhongman Petroleum's shareholders plan to collectively reduce their holdings by up to 13.869 million shares [2]. - Innovation New Materials reports that Hualian Group intends to reduce its stake by up to 37.5607 million shares [2]. Other Corporate Activities - Guangdong Jianke has signed a framework agreement with the Linzhi Economic Development Zone Management Committee [2]. - Chen'an Technology is planning to issue A-shares to specific investors, leading to a stock suspension [2].

股票代码：600188 股票简称：兖矿能源 编号：临2025-070 兖矿能源集团股份有限公司 第九届董事会第二十次会议决议公告 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。 一、董事会会议召开情况 兖矿能源集团股份有限公司（"公司"）第九届董事会第二十次会议，于2025年11月27日在山东省邹城市 公司总部以通讯方式召开，应出席董事11人，实际出席董事11人。公司董事长召集和主持会议，会议的 召集召开符合有关法律、行政法规、部门规章、规范性文件和《公司章程》的规定。 本次会议通知和材料已于2025年11月24日以书面或电子邮件形式送达公司董事。 二、董事会会议审议情况 （一）批准《关于收购高端支架公司100%股权的议案》； （同意7票、反对0票、弃权0票） 1.批准公司全资附属公司兖矿东华重工有限公司（"东华重工"）与山东能源集团重型装备制造（集团） 有限公司（"山能装备"）签署《股权转让协议》；东华重工以34,484.74万元收购山能装备持有的山东能 源装备集团高端支架制造有限公司（"高端支架公司"）100%股权。 2. ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating a strong performance relative to the market [8]. Core Insights - The company has signed an agreement to acquire 100% equity of Shandong Energy Equipment Group's high-end support manufacturing company for an assessed value of 345 million yuan, which is expected to enhance its integrated layout in the equipment manufacturing sector and reduce procurement costs [6]. - For the first three quarters of 2025, the company reported total revenue of 104.96 billion yuan, a year-on-year decrease of 11.64%, and a net profit attributable to shareholders of 7.59 billion yuan, down 39.15% year-on-year [8]. - The company’s coal production and sales volume increased year-on-year, while coal prices decreased. In the first three quarters of 2025, the production of commercial coal reached 135.89 million tons, up 6.94% year-on-year, and sales volume was 126.44 million tons, up 2.64% year-on-year [8]. - The company completed the acquisition of a 51% stake in Northwest Mining, which is expected to add significant coal resources and further expand production capacity [8]. Financial Summary - The company’s projected total revenue for 2025 is 144.96 billion yuan, with a year-on-year growth rate of 4.2% [7]. - The estimated net profit for 2025 is 10.16 billion yuan, reflecting a year-on-year decrease of 32.5% [7]. - The earnings per share (EPS) for 2025 is projected to be 1.01 yuan, with a gross profit margin of 29.3% [7]. - The company’s return on equity (ROE) is expected to be 12.4% in 2025 [7].

Major Announcements - Glacier Network plans to sign an exclusive overseas agency agreement with Chengdu Time Race Technology Co., Ltd., a 14% owned affiliate, for the promotion and operation of "Magic War" [3] - Nairui Radar intends to acquire 100% equity of Tianjin Sigma Microelectronics Technology Co., Ltd. through a combination of share issuance and cash payment [4] - Howie Group's wholly-owned subsidiary, Shaoxing Wehao, plans to invest 200 million yuan in a private equity fund, holding an 18.39% stake [5] - Hekang New Energy's subsidiary received a government subsidy of 6 million yuan, accounting for 58.27% of the company's latest audited net profit attributable to shareholders [6] - Yanzhou Coal Mining plans to acquire 100% equity of a high-end support manufacturing company for 345 million yuan, constituting a related party transaction [7] Termination of Cooperation - Jincheng Pharmaceutical has decided to terminate its intention to cooperate with Dutch company Giskit regarding the exclusive commercialization rights of ExEm® Foam in China due to lack of substantial progress in negotiations [9] Mining License Acquisition - Hunan Gold's subsidiary Xinshao Siwei has obtained a mining license for the Xinshao County Tanxi Tungsten Mine, with an annual production capacity of 990,000 tons [10] Share Buybacks - Visionox has initiated a share buyback of 1.6607 million shares for approximately 15 million yuan, with a maximum price of 14.8 yuan per share [11] - Koli completed a share buyback amounting to 10.9949 million yuan, acquiring 845,700 shares at prices between 12.89 and 13.13 yuan per share [12] - Maide Medical's chairman proposed a share buyback plan with a total amount between 20 million and 40 million yuan [13] Shareholding Changes - Funeng Technology's shareholder plans to reduce its stake by up to 1.6816%, totaling no more than 20.551 million shares [14] - Aerospace Hongtu's director intends to sell up to 5,000 shares due to personal financial needs [15] Project Wins - Anhui Construction has won two projects with a total bid price of 2.603 billion yuan, with the company's share being approximately 600 million yuan [16][17]

Major Events - Glacier Network plans to sign an exclusive overseas agency agreement with Chengdu Time Race Technology Co., Ltd., a company in which it holds a 14% stake, for the promotion and operation of "Magic War" [4] - Nairui Radar intends to acquire 100% equity of Tianjin Sigma Microelectronics Technology Co., Ltd. through a combination of issuing shares and cash [5] - Howey Group's wholly-owned subsidiary, Shaoxing Wehao, plans to invest 200 million yuan in a private equity fund [6][7] - Hekang New Energy's subsidiary received a government subsidy of 6 million yuan, accounting for 58.27% of the company's latest audited net profit attributable to shareholders [8] - Yanzhou Coal Mining plans to acquire 100% equity of a high-end support manufacturing company for 345 million yuan, constituting a related party transaction [9] - Jincheng Pharmaceutical has decided to terminate its intention to cooperate with Dutch company Giskit regarding exclusive commercialization rights for a drug in China due to lack of substantial progress [10] - Hunan Gold's subsidiary obtained a mining license for tungsten, magnetite, and silver with an annual production capacity of 990,000 tons [11] Share Buybacks - Visionox completed its first share buyback of 1.6607 million shares for approximately 15 million yuan, with a maximum price of 14.8 yuan per share [12] - Koli completed a share buyback of 10.9949 million yuan, acquiring 845,700 shares at prices between 12.89 and 13.13 yuan per share [13][14] - Maide Medical's chairman proposed a share buyback plan with a total amount between 20 million and 40 million yuan [15] Shareholding Changes - Funeng Technology's shareholder plans to reduce its stake by up to 1.6816%, totaling approximately 20.551 million shares [16] - Aerospace Hongtu's director plans to reduce his holdings by 5,000 shares due to personal financial needs [17] Major Contracts - Anhui Construction won two projects with a total bid price of 2.603 billion yuan, with the company's share being approximately 600 million yuan for each project [18]

2024年及2025年1月至9月，高端支架公司实现营业收入5.51亿元、5.44亿元；实现净利润1336.06万元、 27.12万元。公司表示，2025年因液压支架价格下降，叠加财务费用增加、项目改造房产税支出，导致 利润下滑。 兖矿能源是华东地区最大的煤炭生产商和中国最大的煤炭出口企业之一，主要从事煤炭生产、洗选加 工、煤炭销售和铁路运输,煤化工，电力等业务，在国内煤炭行业中处于龙头地位。公司拥有自营铁路 网和现代化煤炭水运码头，京沪、兖石、新兖铁路，京沪、京福高速公路穿越矿区。得天独厚的区位和 交通优势，使公司成为东北亚市场，中国华东、华南市场最具竞争力的煤炭供应商之一。 兖矿能源表示，截至本公告日，除日常关联交易外，过去12个月内公司与控股股东山东能源及其下属公 司发生的关联交易累计为5次，金额为155.15亿元，其中未达到披露标准的关联交易为2次，金额为3.57 亿元。 该公司称，本次交易可规避同业竞争、落实发展战略。高端支架公司与东华重工业务同质化，构成同业 竞争关系，本次交易完成后，能有效解决同业竞争，并将加速装备制造业一体化布局，助推煤矿智能化 建设进程，为煤矿安全高效开采与高质量发展提供有力支 ...

Core Viewpoint - Yanzhou Coal Mining Company Limited (兖矿能源) announced the acquisition of 100% equity in the high-end support company from Shandong Energy Equipment, with a total transaction value of approximately RMB 344.85 million, aiming to eliminate competition and enhance operational efficiency [1] Group 1: Acquisition Details - The acquisition involves Yanzhou Coal's wholly-owned subsidiary, Donghua Heavy Industry, purchasing the entire equity of the high-end support company [1] - The total consideration for the equity transfer is RMB 344,847,433.48 [1] - Following the completion of the transfer, the high-end support company will become a wholly-owned subsidiary of Yanzhou Coal [1] Group 2: Business Context - The high-end support company is a limited liability company established under Chinese law and is currently a wholly-owned subsidiary of Shandong Energy Equipment [1] - The company primarily engages in mining machinery manufacturing, general equipment manufacturing, equipment repair, and specialized equipment sales [1] Group 3: Strategic Implications - The equity transfer is expected to effectively resolve the issue of competition between the high-end support company and Donghua Heavy Industry, facilitating the integration of the equipment manufacturing sector [1] - This move is anticipated to accelerate the intelligent construction process in coal mining, supporting safe and efficient mining operations and high-quality development [1] - By completing the equity transfer, the company aims to reduce related party transactions and lower material procurement costs, maximizing overall efficiency [1]