北京市金杜律师事务所 关于淮河能源（集团）股份有限公司 发行股份及支付现金购买资产暨关联交易 的补充法律意见书 致：淮河能源（集团）股份有限公司 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》）、《上市公司重大资产重组管理办法》（以下简 称《重组办法》）等法律、行政法规、部门规章及其他规范性文件（以下简称法律 法规）的有关规定，北京市金杜律师事务所（以下简称本所）接受委托，担任淮河 能源（集团）股份有限公司（以下简称淮河能源或上市公司）发行股份及支付现金 购买淮南矿业（集团）有限责任公司（以下简称淮南矿业）持有的淮河能源电力集 团有限责任公司（以下简称电力集团或标的公司）89.30%股权暨关联交易项目（以 下简称本次交易或本次重组）的专项法律顾问。 本所已出具《北京市金杜律师事务所关于淮河能源（集团）股份有限公司发行 股份及支付现金购买资产暨关联交易的法律意见书》（以下简称《法律意见书》）。 现本所根据上海证券交易所（以下简称上交所）《关于淮河能源（集团）股份有限 公司发行股份及支付现金购买资产暨关联交易申请的审核问询函》（上证上审（并 购重组）[2025] ...

关于 上海证券交易所 《关于淮河能源（集团）股份有限公司发行股份 及支付现金购买资产暨关联交易申请的审核问询 函》 之回复报告 独立财务顾问 二〇二五年八月 上海证券交易所： 淮河能源（集团）股份有限公司（以下简称"淮河能源"、"上市公司"或 "公司"）于 2025 年 6 月 6 日收到贵所下发的《关于淮河能源（集团）股份有 限公司发行股份及支付现金购买资产暨关联交易申请的审核问询函》（上证上审 （并购重组）[2025]37 号，以下简称"《问询函》"）。上市公司会同本次交易的 各中介机构根据问询函的相关要求，就问询函所列问题进行了认真核查和逐项 落实，现就问询函相关内容作如下回复说明，并根据问询函对有关问题进行了 进一步说明和披露。 如无特殊说明，本回复中出现的简称均与《重组报告书》中的释义内容相 同。 | 审核问询函所列问题 | 黑体 | | --- | --- | | 审核问询函所列问题的回复 | 宋体 | | 对《重组报告书》的引用 | 宋体 | 本文涉及数字均按照四舍五入保留两位小数，合计数与各加数直接相加之和 在尾数上可能略有差异，上述差异是由于计算过程中四舍五入造成的。 重组报告书披露，（1） ...

目 录 6-3-1 | 一、关于关联交易……………………………………………………第 | 1—10 | 页 | | --- | --- | --- | | 二、关于存放集团财务公司资金…………………………………第 | 10—24 | 页 | | 三、关于投资收益…………………………………………………第 | 24—34 | 页 | | 四、关于固定资产、在建工程和无形资产………………………第 | 34—63 | 页 | | 五、关于客户………………………………………………………第 | 64—78 | 页 | | 六、关于收入………………………………………………………第 | 78—106 | 页 | | 七、关于成本和毛利率…………………………………………第 | 106—116 | 页 | | 八、关于应收账款………………………………………………第 | 116—125 | 页 | 关于淮河能源(集团)股份有限公司 发行股份及支付现金购买资产暨关联交易申请的 审核问询函中有关财务事项的说明 天健函〔2025〕5-48 号 上海证券交易所： 由中信证券股份有限公司转来的《关于淮河能源(集团)股份有限公司发行股份及 支付 ...

公司于 2025 年 6 月 6 日收到上海证券交易所（以下简称"上交所"）出具 的《关于淮河能源（集团）股份有限公司发行股份及支付现金购买资产暨关联交 易申请的审核问询函》（上证上审（并购重组）〔2025〕37 号）（以下简称"《审 核问询函》"）。 公司及相关中介机构根据《审核问询函》的要求，就相关事项逐项说明、论 证和回复，具体内容详见公司同日在上交所网站（www.sse.com.cn）披露的《关 于上海证券交易所<关于淮河能源（集团）股份有限公司发行股份及支付现金购 买资产暨关联交易申请的审核问询函>之回复报告》及相关中介机构出具的回复 文件。 本次交易尚需上交所审核通过及经中国证券监督管理委员会同意注册后方 可实施。公司将根据上述事项的进展情况，严格按照有关法律法规的规定和要求 及时履行信息披露义务，提请广大投资者注意投资风险。 特此公告。 证券代码：600575 证券简称：淮河能源 公告编号：临 2025-037 淮河能源（集团）股份有限公司 关于发行股份及支付现金购买资产暨关联交易申请 的审核问询函回复的公告 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 ...

Investment Rating - The investment rating for the electricity industry is "Positive" [2] Core Viewpoints - The report highlights the implementation of the "136" policy in five regions, leading to significant differentiation in the support for existing and new energy projects [7][10] - Future outlook indicates a need for clarity on pricing mechanisms, which will impact investment enthusiasm in the renewable energy sector [10] Summary by Sections Monthly Special Commentary - Five regions have introduced connection mechanisms, showing clear differentiation in support for existing and new energy projects. Shanxi has a robust protection for existing projects, while Hainan offers moderate support with lower guarantees for new projects. Liaoning provides good protection for existing projects but less favorable terms for new projects. Gansu has limited support for existing projects, and Ningxia offers the least protection overall [8][11] Monthly Sector and Key Listed Company Performance - In July, the electricity and public utilities sector fell by 0.8%, underperforming the broader market, while the Shanghai and Shenzhen 300 index rose by 3.54% [12][15] Monthly Electricity Demand Analysis - In June 2025, total electricity consumption reached 867 billion kWh, with a year-on-year growth of 5.40%. The growth rate for the secondary industry improved, while residential electricity consumption continued to rise [18][20] Monthly Electricity Supply Analysis - National electricity generation in June 2025 increased by 1.70% year-on-year, with coal power generation growing by 1.10% and solar power generation surging by 28.70% [39][40] Monthly Electricity Market Data Analysis - The average purchase price of electricity in August was 384.25 RMB/MWh, reflecting a 1.18% increase month-on-month [39] Investment Recommendations - The report suggests that the electricity sector is poised for profit improvement and value reassessment, particularly as the supply-demand balance stabilizes and new energy installations continue to grow [10][11]

Investment Rating - The industry investment rating is maintained at "Overweight" [2] Core Viewpoints - The combination of "logistics package" and "volume-price linkage" is driving the increase in industry concentration, forcing intermediaries out of the market and enhancing the sensitivity of coal prices [5] - The "logistics package" mechanism significantly reduces comprehensive logistics costs, creating sustainable advantages in delivery certainty and cost, while raising entry barriers for small coal operators [5] - The "volume-price linkage" mechanism strengthens scale premiums, allowing large mining and trading enterprises to gain larger discounts, while smaller entities face profit margin compression [5] - The weakening of intermediary roles is expected to enhance coal price sensitivity, with a clear trend of price reversal under the backdrop of supply contraction expectations [5] - The report emphasizes the importance of evaluating the effectiveness of "anti-involution" policies and their impact on liquidity and risk preferences to seize coal investment opportunities [5] Summary by Sections Policy Focus on Cost Reduction and Efficiency - National policies are continuously promoting the development of logistics package models [14] - The logistics package model is seen as a core strategy to reduce overall logistics costs through integrated services [7] Strengthening Long-term Contract Barriers - Long-term contract policies are reinforcing scale barriers, putting pressure on intermediaries [16] - The proportion of railway coal in total coal shipments has increased significantly in 2023 compared to 2022 [21][20] Volume-Price Linkage Trading Pilot - The introduction of volume-price linkage trading mechanisms is expected to benefit large market players significantly [25] - The rapid decrease in port coal inventories contrasts with weak net inflows, indicating a structural tightening in supply [24][23] - The Taiyuan Coal Trading Center has initiated a volume-price linkage trading mechanism to enhance market liquidity and efficiency [27] Investment Recommendations - The report recommends focusing on elastic stocks in the coal sector, highlighting specific companies likely to benefit from the current market dynamics [10]

Group 1 - The coal industry is experiencing signs of "involution," characterized by increased supply without corresponding profit growth, leading to a decline in revenue and profit margins [2][4] - From January to June, coal production reached a historical high of 2.4 billion tons, an increase of 120 million tons or 5.4% year-on-year, while coal consumption remains limited [2][4] - The number of coal mines in China has decreased from over 4,600 to below 4,300 since the start of the 14th Five-Year Plan, indicating a trend towards consolidation in the industry [2][4] Group 2 - The coal production is increasingly concentrated in major producing regions such as Shanxi, Shaanxi, Inner Mongolia, and Xinjiang, which accounted for 82.03% of total production in the first five months of the year [4] - The coal industry is facing significant operational pressures, particularly in older mining regions, where some companies are experiencing severe losses due to declining market prices [4][5] - Companies are adapting by transitioning operations from older mining areas to newer, more productive regions, which is essential for maintaining competitiveness [4][5] Group 3 - The demand for coal in the power generation sector has increased due to rising electricity demand, with thermal power generation seeing a year-on-year growth [6] - Major coal companies are enhancing their coal-to-power integration strategies, which allows them to reduce fuel costs and improve operational efficiency [6][7] - Companies like China Energy Group and China Coal are leveraging their coal supply to enhance the competitiveness of their power generation operations [7]

Group 1 - The A-share market has seen a significant increase in merger and acquisition (M&A) activities since June, with over 1,500 listed companies announcing M&A-related activities and more than 2,200 cases reported by August 9 [1][2] - The number of M&A announcements from June to August accounted for approximately 44% of the total for the year, with June, July, and August seeing 440, 450, and 113 announcements respectively [2] - Key industries involved in M&A activities include pharmaceuticals, machinery, basic chemicals, and electronics, with each sector having over 200 cases [2] Group 2 - Notable M&A transactions include five deals with a total value exceeding 10 billion yuan, and 25 deals over 1 billion yuan, highlighting the active participation of state-owned enterprises [3] - Specific examples include the merger of AVIC Electromechanical and AVIC Electronics, valued at approximately 48.9 billion yuan, and the acquisition of Huainan Mining by Huaihe Energy, valued at 40.934 billion yuan [3] - Despite the activity, 35 companies have announced failed M&A attempts due to market changes and other factors, including Hongbo Co. and Chengfa Environment [4] Group 3 - Environmental companies are actively engaging in M&A to extend their industry chains and integrate into the renewable energy sector, with notable transactions in lithium battery materials and recycling [5] - For instance, Wangneng Environment announced plans to acquire a 60% stake in Lixin New Materials to enter the green recycling industry, and later aimed to acquire 77% of Nantong Huili Rubber [5] - ST Longjing is transitioning into the renewable energy sector by transferring control to Zijin Mining, which will become the largest shareholder [6] Group 4 - Research indicates that environmental companies are accelerating their expansion into new fields, with renewable energy being a significant focus [7] - Many leading companies in the environmental sector are leveraging their resources and expertise to explore new growth opportunities in emerging markets [7]

Group 1 - The company has confirmed that the approved production capacity of the Dingji Coal Mine is 6 million tons per year [2] - The Dingji Coal Mine is currently operating normally without any production restrictions from higher authorities [2]

Group 1 - The total salary scale of CFOs in A-share listed companies reached 4.27 billion yuan in 2024, with an average annual salary of 814,800 yuan [1] - Huaihe Energy demonstrated strong growth with total revenue of 38.65 billion yuan and a total market value of 29.88 billion yuan, highlighting its significant position in the energy sector [1] - CFO Lu Gang of Huaihe Energy, with a college diploma, earned an annual salary of 1.22 million yuan in 2024, which is 400,000 yuan higher than the average salary of A-share CFOs [1] Group 2 - Lu Gang has a career history that includes various roles within Huaihe Energy, including Vice General Manager and Chief Accountant, showcasing his extensive experience in financial management [2] - In comparison, the CFO of Suneng Co., Cui Hengwen, who holds a master's degree, earned a salary of 600,000 yuan last year, indicating that Lu Gang's salary is double that of his peer [3]