北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于广汇能源股份有限公司 2023 年年度股东大会的 法律意见书 国枫律股字[2024]A0191 号 致：广汇能源股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2023 年年度股东大会（以下简称"本次会议"）。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证券法》（以下简称"《证券法》"）、《上市公司股东大会规则》（以下简 称"《股东大会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券 法律业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证 券法律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《广汇能源股份 有限公司章程》（以下简称"《公司章程》"）的规定，就本次会议的召集与召开程序、召 集人资格、出席会议人员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法 ...

证券代码：600256 证券简称：广汇能源 公告编号：2024-036 广汇能源股份有限公司 2023 年年度股东大会决议公告 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： （二）股东大会召开的地点：乌鲁木齐市新华北路 165 号中天广场 43 楼 9 号会议室 （三）出席会议的普通股股东和恢复表决权的优先股股东及其持有 股份情况： | 1、出席会议的股东和代理人人数 | 84 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,737,846,219 | | 3、出席会议的股东所持有表决权股份数占公司有 | 42.1463 | | 表决权股份总数的比例（%） | | （四）表决方式是否符合《公司法》及《公司章程》的规定，大会主 持情况等。 本次股东大会表决方式符合《公司法》及《公司章程》的规定。本次 会议由公司董事会召集，董事长韩士发先生主持。 （五）公司董事、监事和董事会秘书的出席情况 本次会议是否有否决议案：无 一、会议召开和出席情况 （一）股东大会召开的时间： ...

Summary of Conference Call Company or Industry Involved - The document does not specify a particular company or industry involved in the conference call Core Points and Arguments - The document contains only a brief opening statement thanking participants for attending the call, lacking detailed insights or discussions regarding financial performance, industry trends, or strategic initiatives Other Important but Possibly Overlooked Content - No additional content or insights are provided in the document, making it impossible to extract further details or data points Given the limited information available, no comprehensive summary can be provided regarding the company or industry discussed in the conference call.

Investment Rating - The report gives a "Strong Buy" rating for Guanghui Energy [6]. Core Views - Guanghui Energy is the first private energy company in China to integrate "gas, coal, and oil" across upstream, midstream, and downstream operations, forming a comprehensive industrial structure that includes coal, gas, coal chemical, clean energy, and carbon capture and utilization [6][13]. - The company has shown a consistent increase in revenue, reaching a peak of 61.475 billion yuan in 2023, driven primarily by natural gas and coal businesses [6][21]. - The report highlights the company's significant cost advantages in coal sales, with a unit sales cost of 310.28 yuan/ton, which is notably lower than its peers [27][28]. Summary by Sections Company Overview - Guanghui Energy focuses on natural gas, coal, and coal chemical products, and has established itself as a major player in the energy sector since its inception in 1994 [3][13]. Revenue and Profitability - The company's main revenue sources are natural gas and coal, with 2023 revenues from these segments accounting for 64.58% and 24.79% of total revenue, respectively [21][24]. - In 2023, the company reported a net profit of 5.173 billion yuan, a decline of 54.37% year-on-year due to falling energy prices [16][21]. Cost Structure and Competitive Advantage - Guanghui Energy's coal sales cost is significantly lower than that of competitors, with a 2023 cost of 310.28 yuan/ton, down 2.42% from the previous year [27][28]. - The company has built its own logistics system to enhance efficiency and reduce costs, which strengthens its competitive position in the market [28][32]. Natural Gas Business Model - The natural gas segment operates on a "self-produced + trade" model, leveraging cost and price advantages to enhance profitability [40][41]. - The company has secured long-term contracts for LNG procurement, which helps maintain low costs and high profit margins [41][43]. Coal Chemical and Green Energy Projects - The coal chemical projects benefit from low production costs and are expected to grow in performance due to high oil prices [48][49]. - The company is also advancing in green energy initiatives, including carbon capture and utilization projects [6][48]. Dividend Policy - Guanghui Energy has a strong dividend payout history, with cash dividends totaling 13.17 billion yuan from 2021 to 2023, representing 87.90% of the net profit for 2023 [6][12].

Investment Rating - The report maintains a "Buy" rating for Guanghui Energy, expecting the stock price to outperform the industry index by over 15% in the next six months [12]. Core Views - The report highlights the improvement in energy prices and the potential for capacity growth within the company. It emphasizes the company's strong coal resources, steady development in natural gas business, and cost advantages in coal chemical operations [5][8]. Financial Summary - **Revenue**: The company reported revenues of 59,409 million in 2022, with a slight increase to 61,475 million in 2023, and projected revenues of 72,898 million in 2024, 78,711 million in 2025, and 84,517 million in 2026, reflecting a growth rate of 18.6% in 2024 [1][6]. - **Net Profit**: The net profit attributable to shareholders was 11,337 million in 2022, dropping to 5,173 million in 2023, with projections of 6,674 million in 2024, 7,079 million in 2025, and 8,000 million in 2026, indicating a recovery with a growth rate of 29.0% in 2024 [1][6]. - **EPS**: The earnings per share (EPS) were 1.73 in 2022, decreasing to 0.79 in 2023, with forecasts of 1.02 in 2024, 1.08 in 2025, and 1.22 in 2026 [1][7]. - **ROE**: The return on equity (ROE) is projected to improve from 17.4% in 2023 to 20.7% in 2024 [1][7]. Operational Insights - **Natural Gas Production**: In Q1 2024, the company produced 1.88 billion cubic meters of natural gas, a decrease of 4.61% year-on-year, with sales down by 44.12% to 11.82 billion cubic meters [2]. - **Coal Production**: The coal production in Q1 2024 was 5.89 million tons, down 12.96% year-on-year, while coal sales increased by 1.97% to 9.01 million tons [2]. - **Coal Chemical Products**: The production of methanol was 28.8 million tons in Q1 2024, a decline of 3.65% year-on-year, with sales down by 45.52% [2]. Future Projections - The report forecasts that Guanghui Energy will achieve revenues of 728.98 billion, 787.11 billion, and 845.17 billion from 2024 to 2026, with net profits of 66.74 billion, 70.79 billion, and 80.00 billion respectively [5][8].

Summary of Conference Call for Guanghui Energy Industry and Company Overview - The conference call pertains to Guanghui Energy, a company involved in coal mining and energy production in Xinjiang, China. Key Points and Arguments Production Capacity and Plans - The company is set to receive a new coal production capacity of 14 million tons, which will be allocated entirely to Xinjiang as part of the national coal mid-term planning adjustments [2][3] - The company aims to complete core procedures for the Manou Coal Mine by the end of May or early June, with a production target of 21 million tons for the year, although this may be adjusted to 20 million tons due to challenges faced [3][7] - The current available coal for sale from the Manou Coal Mine exceeds 5 million tons, providing a buffer for meeting production targets [7] Profitability and Market Outlook - The comprehensive cost of coal production at Baishi Lake is between 130 to 140 RMB per ton, while for Manou it is lower due to early-stage development [8] - The net profit per ton of coal at Baishi Lake is around 80 RMB, with expectations of a rebound in coal prices later in the year, indicating a more optimistic outlook [9][10] - The company believes that current coal prices represent a seasonal low, with expectations for a significant rebound as summer approaches and electricity demand increases [10][11] Transportation and Logistics - Guanghui Energy has established transportation channels, including rail and road, to support coal distribution, with ongoing expansions to increase capacity [19][20] - The company reported a 52% year-on-year increase in coal transportation via rail, indicating improved logistics capabilities [20] Pricing Strategy - The pricing of coal is market-driven, with adjustments made monthly based on supply and demand dynamics [15][16] - The company has experienced price fluctuations, with recent increases in coal prices ranging from 50 to 80 RMB per ton due to market conditions [36] Financial Performance and Dividends - The company anticipates maintaining a high dividend payout from 2022 to 2024, supported by increased production and profitability [23] - Cash flow projections indicate that the company will have sufficient funds to cover capital expenditures and dividends, with an expected cash inflow exceeding 70 billion RMB in 2023 [26][27] Capital Expenditures - Future capital expenditures are projected to be between 20 to 30 billion RMB annually, primarily for safety upgrades and expansion projects [29] - The company has completed significant capital investments in existing mines, with ongoing projects expected to enhance production capacity [28] Oil and Gas Operations - Guanghui Energy has transitioned from natural gas extraction to oil production, with plans to reach an annual production capacity of over 3 million tons within 3 to 5 years [30][31] - The company has significant oil reserves, with ongoing efforts to increase production and profitability from its oil fields [33] Market Conditions and Challenges - The company faces challenges in coal production due to seasonal factors and regulatory compliance, impacting short-term output [38] - The international and domestic pricing dynamics for natural gas have created a complex market environment, affecting profitability [41] Additional Important Information - The company emphasizes the importance of communication with local governments to facilitate project approvals and operational efficiency [25] - The conference concluded with a commitment to transparency and ongoing communication with investors regarding future developments and performance [45]

Investment Rating - The investment rating for the company is "Buy" and is maintained [4][5][6]. Core Views - The company reported a revenue of 61.475 billion yuan in 2023, a year-on-year increase of 3.48%, but the net profit attributable to shareholders decreased by 54.37% to 5.173 billion yuan. The fourth quarter saw a significant decline, with revenue of 11.906 billion yuan, down 46.20%, and a net profit of 0.323 billion yuan, down 89.00% [4][5]. - The decline in performance is attributed to a significant drop in product prices, particularly in the global natural gas market, which saw a 52.91% decrease in the average price of LNG in Northeast Asia to 16.13 USD per million British thermal units. Coal imports increased by 61.8%, but coal prices also fell, with the average price of 5000 kcal thermal coal in Qinhuangdao down 18.79% to 847.57 yuan per ton [4][5]. - The company is progressing with key projects, particularly in coal and natural gas, which highlight its growth potential. The Marang coal mine has substantial resources exceeding 1.8 billion tons, and the company is also advancing its LNG receiving station projects [4][5]. - The company has received approval for crude oil imports, which is expected to provide additional growth in its oil business. The Sarybulak oil field has commenced drilling new wells, and oil and gas projects are entering the trial production phase [5]. - The company emphasizes shareholder returns, proposing a cash dividend of 0.7 yuan per share, resulting in a dividend yield of 8.8%. The total cash dividend amounts to 4.547 billion yuan, with a payout ratio of 87.90% [5][6]. Summary by Sections Financial Performance - In 2023, the company achieved total revenue of 61.475 billion yuan and a net profit of 5.173 billion yuan. The fourth quarter revenue was 11.906 billion yuan, with a net profit of 0.323 billion yuan [4][5]. - The projected earnings per share (EPS) for 2024-2026 are 0.86, 1.01, and 1.17 yuan, respectively, with corresponding price-to-earnings (PE) ratios of 8.49X, 7.27X, and 6.25X based on the closing price on April 25, 2023 [5][6]. Business Development - The company is advancing key projects in coal and natural gas, with the Marang coal mine expected to have a low extraction cost due to its shallow coal seams and high-quality coal [4][5]. - The LNG receiving station and related projects are progressing, with significant milestones achieved in construction and environmental assessments [4][5]. Shareholder Returns - The company plans to distribute a cash dividend of 0.7 yuan per share, reflecting a commitment to shareholder returns with a high dividend yield [5][6].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The report highlights that coal sales have improved on a month-on-month basis, and the contribution from the Marang project is expected to be significant, making the company a rare growth-oriented investment target [1][5] Summary by Relevant Sections Financial Performance - In Q1 2024, the company achieved operating revenue of 10.04 billion, a year-on-year decrease of 49.4%, and a net profit attributable to shareholders of 810 million, down 73.2% year-on-year [5] - The company’s coal production in Q1 2024 was 5.89 million tons, a month-on-month decrease of 1.9% and a year-on-year decrease of 13.0% [5] - The total coal sales reached 7.8 million tons, with a month-on-month increase of 9.3% and a year-on-year decrease of 1.1% [5] Coal Business - The report indicates a significant improvement in coal sales, with premium coal sales increasing by 25.9% month-on-month and 27.3% year-on-year [5] - The company has substantial future capacity expansion potential, with plans for the Marang coal mine to reach an annual capacity of 25 million tons and the eastern mining area to reach 20 million tons per year during the 14th Five-Year Plan period [5][6] Natural Gas Business - The company’s self-produced gas output in Q1 2024 was 188 million cubic meters, a month-on-month increase of 39.1% but a year-on-year decrease of 4.6% [3] - Total gas sales amounted to 1.18 billion cubic meters, reflecting a month-on-month decrease of 46.2% and a year-on-year decrease of 44.1% [3] Profit Forecast - The company is projected to achieve operating revenues of 55.85 billion, 69.19 billion, and 76.57 billion for 2024, 2025, and 2026 respectively, with corresponding net profits of 5.03 billion, 6.40 billion, and 6.72 billion [7][8] - The expected EPS for the years 2024, 2025, and 2026 is 0.77, 0.97, and 1.02 respectively, with a current P/E ratio of 9.5 for 2024 [8]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The report highlights that coal sales have improved on a month-on-month basis, and the contribution from the Marang project is expected to be significant, making the company a rare growth-oriented investment target [1][3] Summary by Sections Financial Performance - In Q1 2024, the company achieved operating revenue of 10.04 billion, a year-on-year decrease of 49.4%, and a net profit attributable to shareholders of 810 million, down 73.2% year-on-year [5] - The company’s coal production in Q1 2024 was 5.89 million tons, a month-on-month decrease of 1.9% and a year-on-year decrease of 13.0% [5] - The total coal sales reached 7.8 million tons, with a month-on-month increase of 9.3% and a year-on-year decrease of 1.1% [5] Coal Business - The report indicates a month-on-month improvement in coal sales, with premium coal sales increasing by 25.9% month-on-month and 27.3% year-on-year [5] - The company has significant future capacity expansion potential, with plans for the Marang coal mine to reach an annual capacity of 25 million tons and the eastern mining area to reach 20 million tons per year during the 14th Five-Year Plan period [5] Natural Gas Business - The company’s self-produced gas output in Q1 2024 was 188 million cubic meters, a month-on-month increase of 39.1% but a year-on-year decrease of 4.6% [3] - Total gas sales were 1.18 billion cubic meters, reflecting a month-on-month decrease of 46.2% and a year-on-year decrease of 44.1% [3] - The company expects that with the completion of the Qidong terminal project, its natural gas turnover capacity may reach 10 million tons per year by 2025 [3] Profit Forecast - The company’s projected operating revenues for 2024, 2025, and 2026 are 55.85 billion, 69.19 billion, and 76.57 billion respectively, with year-on-year growth rates of -9%, +24%, and +11% [8] - The net profit attributable to shareholders is expected to be 5.03 billion, 6.40 billion, and 6.72 billion for the same years, with growth rates of -3%, +27%, and +5% respectively [8] Valuation Metrics - The report provides an EPS forecast of 0.77, 0.97, and 1.02 for 2024, 2025, and 2026, corresponding to a PE ratio of 9.5, 7.4, and 7.1 [8][9] - The company’s return on equity (ROE) is projected to be 16%, 18%, and 17% for the years 2024, 2025, and 2026 [9]

Investment Rating - The investment rating for the company is "Outperform the Market" and is maintained [2] Core Views - The report highlights that the company achieved a revenue of 61.475 billion yuan in 2023, representing a year-on-year increase of 3.48%, while the net profit attributable to shareholders was 5.173 billion yuan, a decrease of 54.37% year-on-year [5][11] - For Q1 2024, the company reported a revenue of 10.041 billion yuan, down 49.44% year-on-year, and a net profit of 0.807 billion yuan, down 73.15% year-on-year [5][11] - The company has seen a significant increase in natural gas sales, with a total of 8.684 billion cubic meters sold in 2023, a year-on-year growth of 30.99% [5][6] - The coal production reached 22.3129 million tons in 2023, marking a year-on-year increase of 9.13%, while total coal sales were 30.9946 million tons, up 16.07% year-on-year [6] - The hydrogen energy project has entered trial production, enhancing the company's core competitiveness [6] Financial Summary - The company forecasts net profits of 5.415 billion yuan, 7.439 billion yuan, and 8.139 billion yuan for 2024, 2025, and 2026 respectively, with corresponding EPS of 0.82 yuan, 1.13 yuan, and 1.24 yuan [6][11] - The report estimates a reasonable value range for the stock at 8.20 to 9.02 yuan based on a PE ratio of 10-11 times the 2024 EPS [6] - The company's revenue is projected to decline to 50.428 billion yuan in 2024, followed by a recovery to 54.088 billion yuan in 2025 and 61.404 billion yuan in 2026 [11] Market Performance - The company's stock price closed at 7.25 yuan, with a 52-week price range of 6.20 to 9.48 yuan [2] - The report indicates that the company's performance has been under pressure compared to the market, with absolute and relative declines over the past 1 to 3 months [4]