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 关于贵州盘江精煤股份有限公司 2025 年第一次临时股东会的 法律意见书 国枫律股字[2025] A0539 号 本所律师根据《公司法》《证券法》《上市公司股东会规则》《证券法律业务管理 办法》《证券法律业务执业规则》等相关法律、行政法规、规章、规范性文件的要求， 按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对贵公司提供的有关文件和 有关事项进行了核查和验证，现出具法律意见如下： 一、本次会议的召集、召开程序 致：贵州盘江精煤股份有限公司（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 2025 年第一次临时股东会（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 ...

贵州盘江精煤股份有限公司 2025年第一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： 证券代码：600395 证券简称：盘江股份 公告编号：临 2025-053 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东会召开的时间：2025 年 11 月 12 日 (二)股东会召开的地点：贵州省盘州市红果经济开发区干沟桥盘江股份七楼会议室 (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 | 505 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,243,836,801 | | 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 | 57.9438 | | （%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，副董事长杨德金先生主持，会议采取现场记名投票 和网络投票相结合的表决方式进行投票。本次会议的召集、 ...

Core Insights - Guizhou Energy Group Co., Ltd. has increased its registered capital from 10 billion RMB to 20 billion RMB, with Southwest Energy and Mining Group Co., Ltd. becoming a new shareholder [1] Company Overview - Established in January 1997, Guizhou Energy Group's legal representative is Hu Yongzhong, and its business scope includes coal, electricity, shale gas extraction, and coalbed methane development [1] - The group was formed in 2023 through the strategic restructuring of Panjiang Coal and Electricity Group and Wujiang Energy Group [1] - It owns three major enterprises: Panjiang Shares, Water Mining Holdings, and Wujiang Energy Investment, along with fourteen secondary enterprises including Energy Electric Power and Lindong Mining [1] Financial and Operational Metrics - The group has coal resource reserves of 11 billion tons and an annual coal production capacity of 46.35 million tons [1] - The installed power generation capacity is 6.55 million kilowatts, with a coking capacity of 8.33 million tons per year [1] - Annual shale gas production reaches 250 million cubic meters, and it operates a natural gas pipeline network of 750 kilometers [1] Rankings and Recognition - In the 2023 China Top 500 Enterprises list, Guizhou Energy Group ranked 382nd, and 83rd among the Top 500 Energy Enterprises in China [1] - It is ranked 3rd among the top 100 enterprises in Guizhou and is one of the 24 key energy enterprises in the country [1] Shareholder Structure - The current shareholders include the Guizhou Provincial Government State-owned Assets Supervision and Administration Commission, Guizhou Qiansheng State-owned Assets Management Co., Ltd., Guizhou Financial Holdings Group Co., Ltd., and the newly added shareholder [1]

1. Report Industry Investment Rating - The investment rating for the coal mining industry is "Bullish" [2] 2. Core Viewpoints of the Report - Currently, the coal economy is at the beginning of a new upward cycle, with fundamental and policy factors in resonance. It is advisable to allocate the coal sector at low levels [11]. - The underlying investment logic of coal production capacity shortage remains unchanged. The coal price has established a bottom and its central level has reached a new platform. High - quality coal enterprises maintain their core asset attributes, and coal assets are still undervalued with potential for valuation improvement. The coal sector has both dividend characteristics and pro - cyclical elasticity [3]. - In the context of energy inflation, the pattern of tight coal supply and demand in the next 3 - 5 years remains unchanged. High - quality coal enterprises have high - barrier, high - cash, high - dividend, and high - dividend - yield attributes. After a short - term correction, the coal sector has shown high investment value [3]. 3. Summaries Based on Relevant Catalogs 3.1 This Week's Core Viewpoints and Key Concerns - **Core Viewpoints**: In the short - term, coal supply and demand are basically balanced, but there is a long - term gap. Coal prices are expected to rise further due to tight supply and upcoming seasonal demand. Coal assets are cost - effective, with high win - rate and high odds. The report continues to be bullish on coal and suggests allocation at low levels [11]. - **Key Concerns**: From January to October 2025, China's coal imports decreased by 11.0% year - on - year. From January to September 2025, coal and coking coal imports in India decreased by 1.0% year - on - year, and in Japan decreased by 2.3% year - on - year [13] 3.2 This Week's Performance of the Coal Sector and Individual Stocks - The coal sector rose 4.43% this week, outperforming the market. The Shanghai and Shenzhen 300 Index rose 0.82% [14]. - The thermal coal sector rose 4.60%, the coking coal sector rose 2.46%, and the coke sector rose 6.42% [15]. - The top three stocks in terms of gains and losses in the coal mining and washing sector were Huayang Co., Ltd. (11.50%), Jinkong Coal Industry (10.11%), and China National Coal Group Corporation (8.54%) [18] 3.3 Coal Price Tracking - **Coal Price Index**: As of November 7, the comprehensive transaction price of CCTD Qinhuangdao thermal coal (Q5500) was 703.0 yuan/ton, up 10.0 yuan/ton week - on - week. The comprehensive average price index of Bohai Rim thermal coal (Q5500) was 694.0 yuan/ton, up 9.0 yuan/ton week - on - week. The annual long - term contract price of CCTD Qinhuangdao thermal coal (Q5500) was 684.0 yuan/ton, up 8.0 yuan/ton month - on - month [23]. - **Thermal Coal Price**: As of November 8, the market price of Qinhuangdao Port thermal coal (Q5500) from Shanxi was 808 yuan/ton, up 40 yuan/ton week - on - week. International thermal coal FOB prices also increased [29]. - **Coking Coal Price**: As of November 7, the ex - warehouse price of primary coking coal from Shanxi at Jingtang Port was 1800 yuan/ton, up 60 yuan/ton week - on - week. The CIF price of Australian Peak View Mine hard coking coal in China was 212.3 US dollars/ton, up 0.6 US dollars/ton week - on - week [31]. - **Anthracite and Pulverized Coal Price**: As of November 7, the wagon - loading price of Jiaozuo anthracite was 1020.0 yuan/ton, unchanged week - on - week. The wagon - loading prices of pulverized coal in Changzhi Lucheng and Yangquan increased [39] 3.4 Coal Supply and Demand Tracking - **Coal Mine Capacity Utilization**: As of November 7, the capacity utilization rate of sample thermal coal mines was 91.1%, up 0.6 percentage points week - on - week, and that of sample coking coal mines was 83.76%, down 1.0 percentage points week - on - week [46]. - **Import Coal Price Difference**: As of November 7, the price difference between domestic and foreign 5000 - kcal thermal coal was - 79.1 yuan/ton, down 19.5 yuan/ton week - on - week; the price difference for 4000 - kcal thermal coal was - 75.2 yuan/ton, down 20.1 yuan/ton week - on - week [42]. - **Coal - fired Power Consumption and Inventory**: Inland 17 provinces' coal inventory increased, while daily consumption decreased. Coastal 8 provinces' coal inventory decreased, while daily consumption increased [45]. - **Downstream Metallurgical Demand**: As of November 7, the Myspic comprehensive steel price index decreased, the price of Tangshan - produced primary metallurgical coke increased, the blast furnace operating rate increased, and the profit per ton of coke in independent coking enterprises increased [64][65]. - **Downstream Chemical and Building Materials Demand**: As of November 7, the prices of urea in some regions decreased, the national methanol, ethylene glycol, and acetic acid price indices decreased, the synthetic ammonia price index increased, the cement price index increased slightly, the cement clinker capacity utilization rate decreased, the float glass operating rate decreased, and the weekly coal consumption in the chemical industry increased [70][74][76] 3.5 Coal Inventory Situation - **Thermal Coal Inventory**: As of November 7, the coal inventory at Qinhuangdao Port increased to 577.0 tons. The 55 - port thermal coal inventory decreased to 6148.7 tons as of October 31, and the production - area inventory decreased to 292.0 tons [91]. - **Coking Coal Inventory**: As of November 7, the production - area coking coal inventory increased to 165.6 tons, the six - port coking coal inventory increased to 304.3 tons, the coking enterprise inventory increased to 923.8 tons, and the steel mill inventory decreased to 787.3 tons [92]. - **Coke Inventory**: As of November 7, the total coke inventory of coking plants, four - port coke inventory, and the total coke inventory of domestic sample steel mills all decreased [94] 3.6 Coal Transportation Situation - **International and Domestic Coal Transportation**: As of November 7, the Baltic Dry Index (BDI) was 2104.0 points, up 138.0 points week - on - week. As of November 6, the average daily coal shipment volume of the Datong - Qinhuangdao Railway increased slightly week - on - week [108]. - **Ratio of Cargo to Ships at Four Ports in the Bohai Rim**: As of November 7, the inventory of four ports in the Bohai Rim was 1449.0 tons, the number of anchored ships was 106, and the cargo - to - ship ratio was 13.7, down 4.03 week - on - week [106] 3.7 Weather Conditions - As of November 7, the Three Gorges outflow was 10200 cubic meters per second, down 23.88% week - on - week. - In the next 10 days (November 9 - 18), there will be precipitation in some areas, with high - impact weather including cooling in Xinjiang and central - eastern regions. - In the next 11 - 14 days (November 19 - 22), there will be light precipitation in some areas, and the average temperature in some regions will be different from the normal level [113] 3.8 Listed Company Valuation Table and Key Announcements - **Listed Company Valuation Table**: The table provides the closing prices, net profits attributable to the parent company, EPS, and P/E ratios of key listed coal companies from 2024A to 2027E [114]. - **Key Announcements**: Companies such as Meijin Energy, China Shenhua, and Hengyuan Coal and Electricity have made announcements regarding project terminations, asset acquisitions, and corporate restructurings [115][116][118]

贵州盘江精煤股份有限公司 2025 年第一次临时股东会 （证券代码：600395） 会 议 资 料 会议时间：2025 年11月12日 盘江股份600395 2025 年第一次临时股东会会议资料 | | | | 一、会 | 议 | 通 | 知 3 | | --- | --- | --- | --- | | 二、会 | 议 | 须 | 知 9 | | 三、会 | 议 | 议 | 程 11 | | 四、会 | 议 | 议 | 案 13 | | | | | 1.关于盘江（普定）发电有限公司投资建设贵州能源普定电厂项目的议案.. 13 | | | | | 2.关于为贵州盘江马依煤业有限公司融资提供担保的议案 17 | | | | | 3.关于为贵州盘江恒普煤业有限公司融资提供担保的议案 20 | | | | 4.关于公司副董事长 | 年度任期激励考核兑现的议案 2023 23 | | | 5.关于聘请 | | 年度财务审计机构和内控审计机构的议案 2025 24 | 2 (二)股东会召集人：董事会 (三)投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合的方 盘江股份600395 2025 年第一次临时股 ...

Core Viewpoint - The performance of the Zhongzheng 1000 ETF Enhanced (561280) shows a positive trend with a year-to-date return of 52.00% since its establishment on August 31, 2023, indicating strong market interest and potential investment opportunities [1] Group 1: Fund Performance - The Zhongzheng 1000 ETF Enhanced opened at 1.514 yuan, reflecting a 0.46% increase [1] - The fund's performance benchmark is the Zhongzheng 1000 Index return [1] - The fund manager is Industrial Bank of China Credit Fund Management Co., Ltd., with Liu Zihao as the fund manager [1] Group 2: Stock Performance - Key stocks in the fund include: - Boqian New Materials: down 0.17% - Haoyuan Pharmaceutical: up 0.36% - Yingjixin: down 0.31% - Caixun Co.: down 0.28% - Jinma Amusement: up 0.13% - Panjiang Co.: down 0.38% - Jindawei: up 0.20% - Yiyuan Communication: up 0.02% - Minxin Co.: down 5.44% - Nami Technology: down 0.06% [1] Group 3: Recent Returns - The fund has achieved a return of 1.93% over the past month [1]

Summary of the Conference Call for Panjiang Coal and Electricity Co., Ltd. Company Overview - **Company**: Panjiang Coal and Electricity Co., Ltd. - **Industry**: Coal and Electricity Generation Key Points Financial Performance - In Q3 2025, Panjiang reported a significant decline in performance, with a quarterly loss of approximately 12 million yuan, contributing to a cumulative loss of 17.38 million yuan for the first three quarters of the year [2][3] - The decline was primarily due to a decrease in commodity coal production and sales, with production down by about 600,000 tons and sales down by over 500,000 tons [3][5] - Fire power generation also decreased to approximately 1.212 billion kWh [2][3] Production Challenges - The company faced safety pressures and geological changes that hindered coal production, with hydropower and clean energy policies further squeezing the space for thermal power generation [2][5] - Safety production challenges are expected to persist, especially with upcoming safety inspections by central authorities [5] Cost and Pricing Dynamics - The profit per ton of coal improved due to better local pricing, with the tax-inclusive price for coking coal in the Liupanshui area around 1,460 yuan/ton, similar to the beginning of the year [2][7] - The comprehensive cost of commodity coal has decreased to approximately 520 yuan/ton, nearing normal production levels [2][7] Project Developments - The Ma Yixi No. 2 mining area and the Hengpu Company’s 82 Mine Phase I project showed improved operational conditions, with losses reduced and some months achieving break-even [2][9] - The Ma Yixi No. 2 mining area is about 65% complete, while the Yangshan coal mine project has completed about 25% of its total investment and is expected to be operational by the end of 2026 [2][9] Electricity Generation and Future Outlook - For the first nine months of 2025, the company sold approximately 8.8 billion kWh of electricity, with an average profit per kWh between 0.03 to 0.05 yuan [4][10] - The company plans to start construction on two 660,000 kW units by the end of 2025, with several renewable energy projects also underway [4][10] - The total installed capacity for thermal power is 2.64 million kW, with 3.2 million kW in renewable energy capacity connected to the grid, and over 700,000 kW under construction [4][10] Dividend Policy - Since its listing, the company has maintained a cash dividend policy, with an average payout ratio of 65% and over 80% in the last three years [4][13] - Future dividends are expected to continue as long as the company operates normally and achieves profitability [4][14] Capital Expenditure and Funding - New coal and electricity projects require a minimum of 20% self-funding for power projects and 30% for coal projects, with the remainder financed through loans [4][12] - The total investment for the upcoming 2×660 supercritical coal-fired units is approximately 6.7 billion yuan, with the company covering about 1.3 billion yuan and the rest financed through bank loans [4][12] Conclusion - Panjiang Coal and Electricity Co., Ltd. is navigating significant challenges in production and financial performance but is taking proactive measures to improve safety and operational efficiency. The company is also positioning itself for future growth through new projects and maintaining a strong dividend policy.

Investment Rating - The report maintains a "Cautious Recommendation" rating for the company [3][5]. Core Views - The company reported a net loss of 17.38 million yuan for the first three quarters of 2025, compared to a net profit of 35.19 million yuan in the same period last year, indicating a significant decline in performance [1]. - The company's coal production increased by 8.74% year-on-year to 7.5186 million tons in the first three quarters of 2025, but the average selling price per ton of coal decreased by 20.33% to 660.6 yuan, leading to a decline in profitability [1][3]. - The company's electricity generation surged by 139.56% year-on-year to 9.3483 billion kWh in the first three quarters of 2025, although the average on-grid electricity price fell by 1.29% [3]. Summary by Sections Financial Performance - For Q3 2025, the company reported a net loss of 12.29 million yuan, compared to a loss of 0.21 million yuan in Q3 2024, indicating a worsening financial situation [1][2]. - The total revenue for the first three quarters of 2025 was 7.23 billion yuan, a year-on-year increase of 12.11% [1]. - The average selling price of coal in Q3 2025 was 685.14 yuan per ton, a year-on-year increase of 11.84% [2]. Production and Sales - In Q3 2025, coal production was 2.3649 million tons, down 3.21% year-on-year and down 20.48% quarter-on-quarter [2]. - The external sales volume of coal in Q3 2025 was 1.9004 million tons, a decrease of 22.71% year-on-year and 15.86% quarter-on-quarter [2]. Future Outlook - The company is expected to have net profits of 0.11 billion yuan, 1.13 billion yuan, and 1.81 billion yuan for 2025, 2026, and 2027 respectively, with corresponding EPS of 0.01 yuan, 0.05 yuan, and 0.08 yuan [3][5]. - The report suggests that the company's integrated coal and electricity business model is gradually forming, enhancing its risk resistance capabilities [3].

Core Insights - Company reported a total operating revenue of 7.23 billion, an increase of 781 million compared to the same period last year, representing a year-on-year growth of 12.11% [1] - The net profit attributable to shareholders was -17.38 million, a decrease of 52.57 million compared to the same period last year, reflecting a year-on-year decline of 149.40% [1] Financial Performance - Operating cash flow net inflow was 591 million, an increase of 715 million compared to the same period last year [1] - The latest debt-to-asset ratio is 75.11%, an increase of 0.21 percentage points from the previous quarter and an increase of 4.34 percentage points from the same period last year [3] - The latest gross profit margin is 22.41%, an increase of 0.63 percentage points from the previous quarter, but a decrease of 2.94 percentage points from the same period last year [3] - The latest return on equity (ROE) is -0.17%, a decrease of 0.48 percentage points from the same period last year [3] - The diluted earnings per share is -0.01, a decrease of 0.02 from the same period last year, reflecting a year-on-year decline of 150.00% [3] - The latest total asset turnover ratio is 0.16 times, a decrease of 0.01 times from the same period last year [3] - The latest inventory turnover ratio is 6.53 times, a decrease of 2.95 times from the same period last year, representing a year-on-year decline of 31.14% [3] Shareholder Structure - The number of shareholders is 42,500, with the top ten shareholders holding 1.341 billion shares, accounting for 62.45% of the total share capital [3] - The largest shareholder is Guizhou Energy Group Co., Ltd., holding 45.5% of the shares [3]

Core Viewpoint - The company has released its third-quarter report for 2025, ensuring the accuracy and completeness of the financial information presented, and has made decisions regarding the appointment of auditors and guarantees for its subsidiaries [8][9][39]. Financial Data Summary - The third-quarter report for 2025 has been approved by the board, confirming that it meets the regulatory requirements and accurately reflects the company's financial status and operational results [8]. - The financial statements for the third quarter are unaudited, and the company has not reported any significant changes in accounting data or financial indicators [3][7]. Shareholder Information - The company has confirmed the total number of shareholders and the status of major shareholders, with no changes reported in the top ten shareholders due to share lending activities [5][6]. Audit and Internal Control - The board has approved the appointment of Zhongshun Zhonghuan Accounting Firm as the financial and internal control auditor for 2025, with an audit fee of 1.35 million yuan, which remains unchanged from the previous year [9][21]. Guarantee for Subsidiary Financing - The company has agreed to provide a full joint liability guarantee for its subsidiary, Guizhou Panjiang Hengpu Coal Industry Co., Ltd., for financing not exceeding 203.31 million yuan, with existing guarantees totaling 584.95 million yuan [40][44]. - The financing is intended to replace existing project loans, and the subsidiary will provide a mining right as collateral for the guarantee [42][46]. Upcoming Shareholder Meeting - The company will hold its first temporary shareholder meeting of 2025 on November 12, 2025, to discuss various proposals, including the appointment of auditors and the guarantee for the subsidiary [12][24].