山煤国际能源集团股份有限公司 2025年第四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 | 1、出席会议的股东和代理人人数 | 426 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,303,661,257 | | 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 | 65.7599 | | 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，会议主持情况等。 证券代码：600546 证券简称：山煤国际 公告编号：临 2025-052 本次会议由公司董事会召集，经公司董事会过半数以上董事共同推举，会议 (一) 股东会召开的时间：2025 年 12 月 31 日 (二) 股东会召开的地点：太原市小店区晋阳街 162 号三层会议室 (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： 由公司董事、总经理付中华先生主持。会议采用现场投票和网络 ...

北京市金杜律师事务所 关于山煤国际能源集团股份有限公司 2025 年第四次临时股东会的法律意见书 致：山煤国际能源集团股份有限公司 北京市金杜律师事务所（以下简称本所）接受山煤国际能源集团股份有限公 司（以下简称公司）的委托，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》）、中国证券监督管 理委员会（以下简称中国证监会）《上市公司股东会规则》（以下简称《股东会 规则》）等中华人民共和国境内（以下简称中国境内，为本法律意见书之目的， 不包括中国香港特别行政区、中国澳门特别行政区和中国台湾省）现行有效的法 律、行政法规、部门规章、规范性文件和现行有效的《山煤国际能源集团股份有 限公司章程》（以下简称《公司章程》）的规定，指派律师出席了公司于 2025 年 12 月 31 日召开的 2025 年第四次临时股东会（以下简称本次股东会），并就 本次股东会相关事项出具本法律意见书。 7. 出席现场会议的股东的到会登记记录及凭证资料； 8. 上证所信息网络有限公司提供的本次股东会网络投票情况的统计结果； 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： ...

Core Insights - The report indicates that the coal industry is entering a new cycle with a significant increase in value, driven by supply-demand restructuring and improved market conditions [1][4]. Group 1: Cycle Review - The coal price center has significantly increased during the 14th Five-Year Plan, and the 15th Five-Year Plan is expected to usher in a new cycle [4][15]. - The report reviews four cycles of the coal industry, highlighting that the current cycle may see a recovery from the bottom in the second half of 2025 [15][16]. - The average price of Qinhuangdao port 5500 kcal thermal coal reached 718 RMB/ton in the second half of 2025, reflecting a 6% increase compared to the first half [20][21]. Group 2: Supply Restructuring - Coal production from 2020 to 2024 increased by 23% to 4.78 billion tons, but growth is expected to slow significantly in 2025, with production growth in Xinjiang only at 2.6% [4][33]. - The report anticipates that coal production will enter a peak and decline phase, with growth rates expected to be between 0.5% and 1.0% from 2026 to 2028 [4][33]. - Regulatory policies are expected to impact coal production, potentially leading to negative growth in certain periods [4][33]. Group 3: Demand Restructuring - The demand for coal is expected to maintain resilience, with electricity consumption projected to grow at around 5% over the next five years, driven by new manufacturing and increased electrification [4][33]. - The report notes that while coal consumption is expected to decline in the short term due to electricity demand pressures, it is likely to recover as macroeconomic policies strengthen in 2026 [4][33]. - Chemical demand is projected to grow at approximately 5%, while declines in steel and construction materials are expected to narrow [4][33]. Group 4: Global and Commodity Perspectives - The report highlights that global coal production is expected to decline, while Southeast Asian demand is projected to grow by 3-5% from 2025 to 2030 [4][33]. - Compared to other commodities, coal has shown weaker performance, with the copper-coal ratio and gold-coal ratio at historical highs [4][33]. - The coal industry's share of industrial profits has dropped to historical lows, while the electricity sector's profit share has reached a high of 10% [4][33]. Group 5: Overall Viewpoint - The report concludes that the coal price center is expected to rise to around 750 RMB/ton in 2026, with leading companies offering dividend yields of 4-6% [4][33]. - Key companies identified include China Shenhua, Yanzhou Coal, and Shaanxi Coal, which are expected to maintain stable profitability [4][33]. - The report emphasizes that after a pessimistic outlook on coal prices is reversed, valuation elasticity is likely to become apparent [4][33].

Core Viewpoint - The company emphasizes its commitment to ESG (Environmental, Social, and Governance) practices while managing its production and operations, aiming for high-quality and sustainable development [1] Group 1 - The management of the company places high importance on ESG initiatives [1] - The company is actively fulfilling its corporate responsibilities in environmental protection, social responsibility, and corporate governance [1] - The company plans to continuously improve its internal control governance system and enhance its ESG management framework [1]

Group 1 - The company, Shanmei International (600546), stated that its thermal coal prices are in accordance with national policies regarding electricity supply security [1]

Investment Rating - The report maintains an investment rating of "Outperform the Market - A" for the coal industry [6]. Core Insights - The coal pricing policy in China has shifted from administrative price stabilization to market-oriented flexible regulation from 2022 to 2025, with a focus on optimizing supply structure and enhancing cost support [1][17]. - The complete cost of coal enterprises in major production areas provides a bottom support for port prices, with the support level estimated at approximately 574 RMB/ton for Shanxi and Shaanxi regions [2][30]. - The coal industry is expected to maintain its role as a cornerstone of China's energy system, with supply constraints and gradual energy structure transformation supporting a high price level for coal [11]. Summary by Sections 1. Special Research - The shift in coal pricing policy aims to stabilize energy supply while ensuring reasonable profits for coal and electricity sectors [1]. - The complete cost structure of coal enterprises includes production costs, period expenses, and taxes, with a focus on maintaining energy security and sustainable development [21]. 2. Market Review - The Shanghai Composite Index rose by 1.91% from December 13 to December 26, while the coal index fell by 0.35%, underperforming the overall market [3][32]. 3. Market Information Tracking - As of December 24, 2025, the average price of thermal coal in the Bohai Rim was reported at 695 RMB/ton, reflecting a decrease of 8 RMB/ton from December 10, 2025 [4]. - The price of coking coal at Jing Tang Port was reported at 1740 RMB/ton, an increase of 110 RMB/ton from December 12, 2025 [9]. 4. Industry Dynamics - The National Development and Reform Commission has issued guidelines to enhance the clean and efficient utilization of coal, encouraging upgrades and improvements in coal projects [10]. - The 2026 National Energy Work Conference emphasized the importance of policy support in addressing development challenges within the energy sector [10]. 5. Investment Portfolio and Recommendations - The report suggests focusing on companies with high long-term contract ratios for stable profits, such as China Shenhua, Shaanxi Coal, and China Coal Energy [11]. - It also highlights cyclical stocks like Yanzhou Coal and Jinkong Coal, as well as integrated coal and power companies like Xinji Energy and Huaihe Energy as potential investment opportunities [11].

1. Report Industry Investment Rating - The investment rating for the coal mining industry is "Bullish" [2] 2. Core Viewpoints of the Report - Currently at the beginning of a new upward cycle in the coal economy, with fundamental and policy factors in resonance, it is advisable to allocate the coal sector at low levels [2][3][11] - The underlying logic of coal supply constraints since July still exists, and there's no need to overly worry about a significant decline in coal prices. The stabilization point of coal prices is approaching [2][3][11] - The underlying investment logic of coal production capacity shortage remains unchanged. Coal prices have established a bottom and are on a new platform, high - quality coal enterprises maintain core asset attributes, and coal assets are relatively undervalued with potential for overall valuation improvement [3][11] - The coal supply bottleneck is expected to last until the "15th Five - Year Plan". The coal sector is a high - performance, high - cash, and high - dividend asset, with high certainty in the profitability and growth of high - quality coal companies [3][12] - The coal sector has a high - dividend safety margin when it adjusts downward and upward elasticity catalyzed by the expected increase in coal prices. It is recommended to focus on the current allocation opportunities in the coal sector [3][12] 3. Summary by Relevant Catalogs 3.1 This Week's Core Viewpoints and Key Concerns - **Core Viewpoints**: The coal economy is in the early stage of a new upward cycle. This week, the utilization rate of sample thermal coal and coking coal mine production capacity decreased. The daily coal consumption in inland 17 provinces and coastal 8 provinces increased, while non - power coal demand decreased. Coal prices showed a mixed trend. Although the current market is weak, after New Year's Day, the coal consumption support is expected to strengthen. The coal allocation logic remains unchanged, and it is recommended to allocate at low levels [11] - **Key Investment Recommendations**: Focus on three types of companies: those with stable operations and performance, those that have fallen sharply previously with high elasticity, and those with special and scarce global metallurgical coal resources. Also, pay attention to other related companies [12] - **Recent Key Concerns**: In November 2025, the total social electricity consumption increased by 6.2% year - on - year. From January to November 2025, US coal production increased by 4.1% year - on - year, and Russian coal production increased by 0.1% year - on - year [13] 3.2 This Week's Performance of the Coal Sector and Individual Stocks - The coal sector fell 0.89% this week, underperforming the broader market. The CSI 300 rose 1.95% to 4657.24 [14] - The thermal coal, coking coal, and coke sectors fell 1.24%, 0.81%, and 0.49% respectively [16] - The top three gainers in the coal mining and washing sector were Anyuan Coal Industry (6.42%), Huayang Co., Ltd. (5.01%), and Inner Mongolia Electric Power Investment Energy Co., Ltd. (2.75%) [19] 3.3 Coal Price Tracking - **Coal Price Index**: As of December 26, the comprehensive transaction price of CCTD Qinhuangdao thermal coal (Q5500) was 695.0 yuan/ton, down 7.0 yuan/ton week - on - week. The comprehensive average price index of Bohai Rim thermal coal (Q5500) was 695.0 yuan/ton, down 4.0 yuan/ton week - on - week. The annual long - term agreement price of CCTD Qinhuangdao thermal coal (Q5500) was 694.0 yuan/ton, up 10.0 yuan/ton month - on - month [23] - **Thermal Coal Price**: As of December 27, the market price of Qinhuangdao Port's Shanxi - produced thermal coal (Q5500) was 677 yuan/ton, down 34 yuan/ton week - on - week. At the production sites, prices in some areas rose or remained flat. International thermal coal FOB prices and some arrival prices fell [27] - **Coking Coal Price**: As of December 26, port and some production - site coking coal prices remained flat, while the arrival price of Australian Peak Downs hard coking coal in China rose 0.3 US dollars/ton week - on - week [29] - **Anthracite and Pulverized Coal Injection Price**: As of December 26, the vehicle - board price of Jiaozuo anthracite remained flat, while the vehicle - board prices of some pulverized coal injection decreased [38] 3.4 Coal Supply and Demand Tracking - **Coal Mine Capacity Utilization**: As of December 26, the capacity utilization rate of sample thermal coal mines was 86.4%, down 4.0 percentage points week - on - week, and that of sample coking coal mines was 84.21%, down 2.4 percentage points week - on - week [45] - **Import Coal Price Difference**: As of December 26, the price difference between domestic and foreign 5000 - kcal and 4000 - kcal thermal coal increased week - on - week [41] - **Coal - fired Power Daily Consumption and Inventory**: In both inland 17 provinces and coastal 8 provinces, coal inventory increased, daily consumption increased, and the number of available days decreased [46] - **Downstream Metallurgical Demand**: As of December 26, the Myspic composite steel price index fell, the price of Tangshan - produced primary metallurgical coke fell, the blast furnace operating rate decreased, the average profit per ton of coke for independent coking enterprises decreased, the profit per ton of steel for blast furnaces increased, the iron - scrap price difference decreased, and the scrap consumption ratio of pure blast furnace enterprises decreased [64][65] - **Downstream Chemical and Building Materials Demand**: As of December 26, the prices of some chemical products showed different trends, the national cement price index fell, the cement clinker capacity utilization rate decreased, the float glass operating rate decreased, and the weekly coal consumption in the chemical industry decreased [68][70] 3.5 Coal Inventory Status - **Thermal Coal Inventory**: As of December 26, the coal inventory at Qinhuangdao Port decreased, the 55 - port thermal coal inventory increased, and the production - site inventory increased [82] - **Coking Coal Inventory**: As of December 26, the production - site, port, coking enterprise, and steel mill coking coal inventories all increased [83] - **Coke Inventory**: As of December 26, the total coke inventory of coking plants decreased, the four - port total coke inventory increased, and the total coke inventory of domestic sample steel mills increased [85] 3.6 Coal Transportation Status - **International and Domestic Coal Transportation**: As of December 24, the Baltic Dry Index (BDI) fell. As of December 25, the average daily coal shipment volume on the Datong - Qinhuangdao Railway decreased week - on - week [98] - **Cargo - to - Ship Ratio at Four Major Ports in the Bohai Rim**: As of December 26, the inventory at the four major ports in the Bohai Rim decreased, the number of anchored ships remained unchanged, and the cargo - to - ship ratio decreased [96] 3.7 Weather Conditions - As of December 26, the Three Gorges outbound flow increased by 0.31% week - on - week [103] - In the next 10 days (December 28, 2025 - January 6, 2026), precipitation in some areas will be higher than normal, and after January 1, the average temperature in most parts of central and eastern China will turn 1 - 2°C lower than normal [103] - In the next 11 - 14 days (January 7 - 10, 2026), precipitation and temperature in different regions will show different trends [103] 3.8 Valuation Table and Key Announcements of Listed Companies - **Valuation Table**: The report provides the valuation data of key listed companies, including net profit attributable to the parent company, EPS, and PE from 2024A to 2027E [104] - **Key Announcements**: There are announcements from multiple companies, such as the share transfer of Jizhong Energy, the completion of the shareholding increase plan of Panjiang Co., Ltd., the acceptance of the application for asset acquisition by Inner Mongolia Electric Power Investment Energy Co., Ltd., the guarantee provided by Kailuan Co., Ltd., and the maintenance of the credit rating of Meijin Energy [105][106][107] 3.9 This Week's Key Industry News - Indonesia plans to impose a 1% - 5% export tax on coal from 2026 [109] - In November 2025, China's coal imports decreased by 19.9% year - on - year, with thermal coal imports increasing by 7.0% month - on - month and coking coal imports increasing by 1.3% month - on - month [109] - 8000 tons of high - quality Mongolian coal arrived in Gannan [109] - As of the end of November 2025, the national cumulative power generation installed capacity increased by 17.1% year - on - year [109]

Group 1 - The coal mining sector experienced a slight increase of 0.1% on December 26, with Huayang Co. leading the gains [1] - The Shanghai Composite Index closed at 3963.68, up 0.1%, while the Shenzhen Component Index closed at 13603.89, up 0.54% [1] - Key stocks in the coal mining sector showed varied performance, with Huayang Co. rising by 6.10% to a closing price of 8.17 [1] Group 2 - The coal mining sector saw a net outflow of 92.22 million yuan from major funds, while retail investors contributed a net inflow of 180 million yuan [2] - Notable stocks with significant net inflows from retail investors included Xinda Zhou A, which had a net inflow of 42.99 million yuan [3] - The overall trading volume and turnover in the coal mining sector reflected active participation, with Xinda Zhou A achieving a trading volume of 601,600 shares [1][2]

Core Viewpoint - The coal mining sector experienced a decline of 0.38% on December 25, with China Coal Energy leading the drop. Meanwhile, the Shanghai Composite Index rose by 0.47% and the Shenzhen Component Index increased by 0.33% [1]. Group 1: Market Performance - The coal mining sector's stocks showed mixed performance, with notable declines in major companies such as China Coal Energy, which fell by 1.40% to a closing price of 12.70 [2]. - The trading volume for China Coal Energy was 160,500 shares, with a transaction value of 205 million yuan [2]. - Other companies in the sector, like Jiangxi Tungsten Equipment and Jinko Energy, also saw declines of 1.17% and 0.97%, respectively [2]. Group 2: Capital Flow - The coal mining sector experienced a net outflow of 359 million yuan from major funds, while retail investors contributed a net inflow of 380 million yuan [2]. - The table of capital flow indicates that retail investors were more active, with significant inflows into stocks like Xin Dazhou A, which saw a net inflow of 852,620 yuan from major funds [3]. - Conversely, stocks like Huaihe Energy and Shanmei International faced net outflows from major and speculative funds, indicating a shift in investor sentiment [3].

Core Insights - The China Securities State-Owned Enterprises Dividend Index has shown a slight increase of 0.08% as of December 25, 2025, with notable gains in constituent stocks such as Xiamen International Trade (up 4.44%) and Luxi Chemical (up 3.30%) [1] - The National State-Owned Enterprises Dividend ETF (159515) has also increased by 0.26%, reflecting a growing interest in dividend-paying assets amid a favorable monetary policy environment [1][2] Market Performance - The trading volume for the National State-Owned Enterprises Dividend ETF reached 2.91% turnover with a transaction value of 1.489 million yuan, and the average daily trading volume over the past week was 4.2193 million yuan [1] - The latest scale of the National State-Owned Enterprises Dividend ETF stands at 51.0433 million yuan, with a total of 44.7866 million shares [1] Policy and Economic Environment - The People's Bank of China has reiterated its commitment to maintaining a moderately loose monetary policy, which is expected to positively influence market sentiment [1] - The decline in the risk-free interest rate is expected to enhance the attractiveness of dividend assets, supported by ongoing policy improvements aimed at strengthening the quality and market capitalization management of listed companies [2] Investment Outlook - According to Kaiyuan Securities, the performance of dividend stocks is anticipated to outperform in 2026 compared to 2025, driven by improved relative valuations, easing pressure on cyclical earnings, and a shift in funding preferences towards high-dividend assets [2] - The National State-Owned Enterprises Dividend Index reflects the overall performance of high-dividend securities selected from state-owned enterprises, focusing on those with stable dividends and significant liquidity [2][3]