内蒙古蒙电华能热电股份有限公司 法定代表人：蒋奕斌 注册地址：河北雄安新区容东片区明朗南街 99 号 5-7 层。 关于对中国华能财务有限责任公司的 风险持续评估报告 中国华能财务有限责任公司（简称"华能财务公司"）由 内蒙古蒙电华能热电股份有限公司（简称"本公司"）的实际 控制人中国华能集团公司持有 52%股权、控股股东北方联合 电力有限责任公司持有 10%股权，为本公司的关联方。根据 《上海证券交易所上市公司自律监管指引第 5 号——交易与 关联交易（2025 年 3 月修订）》的规定，本公司通过查验华 能财务公司的金融许可证、营业执照等证件资料，以及 2025 年度上半年财务报表对华能财务公司的经营资质、内控、业 务和风险状况进行了评估，具体情况报告如下： 一、华能财务公司基本情况 华能财务公司 1987 年 10 月 27 日经中国人民银行（银 复〔1987〕333 号文件）批准成立，于 1988 年 5 月 21 日经 国家工商行政管理总局批准，取得《企业法人营业执照》。华 能财务公司有股东 9 家，其中中国华能集团有限公司（简称 "华能集团"）持股比例为 52%，华能国际电力股份有限公 司、北方联 ...

Section I Definitions [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This chapter defines common terms, including company control, subsidiaries, reporting period, and power industry terminology - Reporting period defined as **January 1, 2025 to June 30, 2025**[12](index=12&type=chunk) - Company's actual controller is **China Huaneng Group Co., Ltd.**[12](index=12&type=chunk) - Lists several associated companies and power plants, including Weijiamiao Company, Longyuan Wind Power Company, and Dalate Power Plant[12](index=12&type=chunk) - Defines key power industry terms such as power generation, on-grid power, kW, kWh/kkWh, MW, installed capacity, equity installed capacity, and utilization hours[12](index=12&type=chunk)[13](index=13&type=chunk) Section II Company Profile and Key Financial Indicators [I. Company Information](index=5&type=section&id=I.%20Company%20Information) This section outlines the company's basic registration details, including its official names and legal representative - Company's Chinese name is **Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd.**, abbreviated as Neimeng Huadian[15](index=15&type=chunk) - Company's legal representative is **Gao Yuan**[15](index=15&type=chunk) [II. Contact Person and Information](index=5&type=section&id=II.%20Contact%20Person%20and%20Information) This section provides contact details for the company's Board Secretary and Securities Affairs Representative - Board Secretary is **Zhao Likun**, Securities Affairs Representative is **Aliya**[16](index=16&type=chunk) - Contact phone and fax are **0471-6222388** and **0471-6228410**, email is **nmhd@nmhdwz.com**[16](index=16&type=chunk) [III. Brief Introduction to Changes in Basic Information](index=5&type=section&id=III.%20Brief%20Introduction%20to%20Changes%20in%20Basic%20Information) This section introduces historical changes in the company's registered address and provides the current office location - Company's registered address changed on **April 21, 1999**, to No. 218 Xilin South Road, Hohhot City, Inner Mongolia[17](index=17&type=chunk) - Company's office address is Power Technology Building, Gongyichang Alley, Xilin South Road, Hohhot City, Inner Mongolia, postal code **010020**[17](index=17&type=chunk) [IV. Brief Introduction to Changes in Information Disclosure and Document Custody Locations](index=5&type=section&id=IV.%20Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Custody%20Locations) This section lists the company's selected information disclosure channels and the location for its semi-annual report - Newspapers selected for information disclosure include **"China Securities Journal"**, **"Shanghai Securities News"**, and **"Securities Times"**[18](index=18&type=chunk) - Website address for semi-annual report is **www.sse.com.cn**[18](index=18&type=chunk) - Company's semi-annual report is available at Power Technology Building, Gongyichang Alley, Xilin South Road, Hohhot City, Inner Mongolia[18](index=18&type=chunk) [V. Company Stock Overview](index=5&type=section&id=V.%20Company%20Stock%20Overview) This section provides information on the company's stock listing, abbreviation, code, and previous abbreviation - Company's A-shares are listed on the **Shanghai Stock Exchange**, stock abbreviation **Neimeng Huadian**, stock code **600863**, previous stock abbreviation **G Mengdian**[19](index=19&type=chunk) [VII. Key Accounting Data and Financial Indicators](index=6&type=section&id=VII.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section discloses the company's key accounting data and financial indicators for the first half of 2025, explaining the net profit decrease [(I) Key Accounting Data](index=6&type=section&id=(I)%20Key%20Accounting%20Data) This section details the company's operating revenue, total profit, net profit, cash flow, net assets, and total assets for 2025 H1 2025 H1 Key Accounting Data (Unit: Yuan) | Indicator | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 9,826,784,282.26 | 10,769,256,100.18 | -8.75 | | Total Profit | 2,266,238,420.45 | 2,274,760,633.74 | -0.37 | | Net Profit Attributable to Shareholders of Listed Company | 1,557,031,774.09 | 1,767,584,676.27 | -11.91 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 1,555,708,694.82 | 1,709,977,622.53 | -9.02 | | Net Cash Flow from Operating Activities | 2,295,211,757.67 | 2,519,349,279.36 | -8.90 | | Net Assets Attributable to Shareholders of Listed Company | 18,112,057,022.64 | 17,897,711,501.34 | 1.20 | | Total Assets | 40,592,778,942.41 | 39,877,812,141.43 | 1.79 | [(II) Key Financial Indicators](index=6&type=section&id=(II)%20Key%20Financial%20Indicators) This section lists the company's 2025 H1 earnings per share and return on net assets, explaining calculation methods and profit decline reasons 2025 H1 Key Financial Indicators | Indicator | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | 0.23 | 0.26 | -11.54 | | Diluted Earnings Per Share (Yuan/share) | 0.23 | 0.26 | -11.54 | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (Yuan/share) | 0.23 | 0.25 | -8.00 | | Weighted Average Return on Net Assets (%) | 8.91 | 10.59 | Decrease of 1.68 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 8.90 | 10.24 | Decrease of 1.34 percentage points | - Basic earnings per share calculation has deducted perpetual bond interest of **23.7125 million yuan**[22](index=22&type=chunk) - Net profit decrease primarily due to a **14.59%** year-on-year reduction in power generation from thermal power units and a **24.65%** year-on-year decrease in external coal sales price[23](index=23&type=chunk) [IX. Non-Recurring Gains and Losses Items and Amounts](index=6&type=section&id=IX.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section details the company's non-recurring gains and losses items and their amounts for 2025 H1, totaling **1,323,079.27 yuan** 2025 H1 Non-Recurring Gains and Losses Items and Amounts (Unit: Yuan) | Non-Recurring Gains and Losses Item | Amount | | :--- | :--- | | Gains and losses from disposal of non-current assets | 545,601.77 | | Government grants recognized in current profit or loss (excluding those closely related to normal business operations, compliant with national policies, enjoyed at fixed standards, and with a continuous impact on the company's profit or loss) | 6,758,218.43 | | Other non-operating income and expenses apart from the above | -2,560,316.39 | | Less: Income tax impact | 600,680.29 | | Impact on minority interests (after tax) | 2,819,744.25 | | Total | 1,323,079.27 | Section III Management Discussion and Analysis [I. Industry and Main Business Overview During the Reporting Period](index=8&type=section&id=I.%20Industry%20and%20Main%20Business%20Overview%20During%20the%20Reporting%20Period) This section details the company's main business, operating model, performance drivers, and the overall and regional conditions of the power and coal industries [(I) Main Business](index=8&type=section&id=(I)%20Main%20Business) The company is Inner Mongolia's first listed power company, with diverse operations including thermal power, heating, new energy, coal, and railway investments - The company is the first listed power company in Inner Mongolia Autonomous Region, with a wide range of businesses including thermal power generation, heating, wind power and other new energy power generation, coal, railway, and supporting infrastructure investment[29](index=29&type=chunk) 2025 H1 Main Business Revenue and Net Profit (Unit: 100 Million Yuan) | Indicator | Current Period | Year-on-year Change (%) | | :--- | :--- | :--- | | Operating Revenue | 98.27 | -8.75 | | Electricity Product Sales Revenue | 80.29 | -10.54 | | Heating Product Sales Revenue | 2.40 | -15.25 | | Coal Sales Revenue | 11.23 | -23.45 | | Net Profit Attributable to Parent Company | 15.57 | -11.91 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 15.56 | -9.02 | [(II) Operating Model](index=8&type=section&id=(II)%20Operating%20Model) The company primarily operates thermal power, heating, and new energy generation, alongside coal production and sales, leveraging a coal-power integrated model with competitive electricity sales - The company primarily operates power generation and heating businesses, mainly thermal power, as well as wind and solar new energy power generation, and is engaged in coal production and sales[30](index=30&type=chunk) - As of the end of the reporting period, the company had **19 operational power plants** within its consolidated scope, with an installed capacity of **13.2762 million kW**, of which coal-fired accounted for **85.87%** and new energy for **14.13%**[30](index=30&type=chunk) - The company's coal production capacity is **15 million tons/year**, with part of the coal for self-use and the rest for external sales[30](index=30&type=chunk) - Power generation business mainly supplies power to Mengxi Power Grid, North China Power Grid, and Mengdong Power Grid, with competitive bidding becoming the main sales method[30](index=30&type=chunk) [(III) Main Performance Drivers](index=8&type=section&id=(III)%20Main%20Performance%20Drivers) Company performance is driven by power generation, electricity prices, coal sales, and fuel costs; 2025 H1 saw decreased generation but higher electricity prices - Main factors affecting the company's performance include power generation (heating volume), electricity price (heating price), coal production and sales volume, coal sales price, and fuel procurement price[30](index=30&type=chunk) 2025 H1 Key Operating Data | Indicator | Current Period | Year-on-year Change (%) | | :--- | :--- | :--- | | Power Generation (100 Million kWh) | 243.23 | -14.59 | | On-grid Power (100 Million kWh) | 225.21 | -14.59 | | Heating Volume (10,000 GJ) | 924.33 | -17.07 | | Coal Production (10,000 Tons) | 694.80 | 1.74 | | Coal Sales (10,000 Tons) | 357.63 | 1.60 | | Average Electricity Sales Price (Yuan/1,000 kWh, excl. tax) | 356.49 | 4.74 | | Coal Sales Price (Yuan/ton, excl. tax) | 314.04 | -24.65 | [(IV) Industry Overview](index=9&type=section&id=(IV)%20Industry%20Overview) This section analyzes the 2025 H1 national and Inner Mongolia power industry, covering electricity consumption, clean energy growth, utilization hours, and regional market conditions [1. Overall Industry Analysis](index=9&type=section&id=1.%20Overall%20Industry%20Analysis) In 2025 H1, China's economy grew, electricity consumption increased, and clean energy rapidly developed, though power equipment utilization hours declined - In the first half of 2025, China's GDP grew by **5.3%** year-on-year, and total electricity consumption reached **4.84 trillion kWh**, a **3.7%** year-on-year increase[32](index=32&type=chunk) - New energy power generation accounted for **26%** of total full-caliber power generation, an increase of **4.4 percentage points** year-on-year[33](index=33&type=chunk) - National average utilization hours of power generation equipment accumulated to **1,504 hours**, a decrease of **162 hours** year-on-year, with thermal power at **1,968 hours**, a decrease of **130 hours** year-on-year[33](index=33&type=chunk) - As of the end of June 2025, national cumulative installed power generation capacity reached **3.65 billion kW**, a **18.7%** year-on-year increase, with wind and solar power accounting for nearly **90%** of new installed capacity[33](index=33&type=chunk) - Total electricity consumption for the full year of 2025 is expected to grow by **5%-6%** year-on-year, with overall balanced power supply and demand[34](index=34&type=chunk) [2. Regional Analysis](index=9&type=section&id=2.%20Regional%20Analysis) Inner Mongolia saw increased electricity consumption and generation in 2025 H1, with significant growth in wind and solar power, and rising electricity prices in Mengxi and North China - In the first half of 2025, Inner Mongolia Autonomous Region's total electricity consumption was **265.8 billion kWh**, a **3.57%** year-on-year increase[34](index=34&type=chunk) - Thermal power generation in the region was **269.1 billion kWh**, a **7.32%** year-on-year decrease; wind power was **112.6 billion kWh**, a **31.48%** year-on-year increase; solar power was **28.4 billion kWh**, a **55.14%** year-on-year increase[34](index=34&type=chunk)[35](index=35&type=chunk) - As of June 2025, the region's installed capacity of power plants **6,000 kW** and above was **265.26 million kW**, a **18.90%** year-on-year increase, with wind and solar power installed capacity increasing by **23.79%** and **77.22%** year-on-year, respectively[35](index=35&type=chunk) - During the reporting period, the company's average electricity sales price in the Mengxi Power Grid region was **348.99 yuan/1,000 kWh**, a **6.53%** year-on-year increase[36](index=36&type=chunk) - During the reporting period, the company's average electricity sales price in the North China Power Grid region was **370.18 yuan/1,000 kWh**, a **1.65%** year-on-year increase[36](index=36&type=chunk) [3. Thermal Coal Market](index=10&type=section&id=3.%20Thermal%20Coal%20Market) In 2025 H1, the domestic coal market experienced ample supply and weak demand, leading to continuous price declines, while the company effectively controlled fuel costs - In the first half of 2025, China's raw coal output from industrial enterprises above designated size was **2.4 billion tons**, a **5.4%** year-on-year increase, and coal imports were **220 million tons**, an **11.13%** year-on-year decrease[36](index=36&type=chunk) - The domestic coal market continued to show a strong supply and weak demand pattern in the first half of the year, with prices for all coal types hitting new lows in recent years, and thermal coal prices generally continuing a downward trend[36](index=36&type=chunk) - The company's average standard coal price in the first half of the year was **517.17 yuan/ton** (including self-produced and self-used coal by Weijiamiao Coal Power Company), a decrease of **62.15 yuan/ton** year-on-year, or **10.73%** year-on-year[37](index=37&type=chunk) [4. Company's Industry Position](index=10&type=section&id=4.%20Company%27s%20Industry%20Position) The company is a major independent power generator in Inner Mongolia, with significant installed capacity and coal production, aiming to be a leading integrated clean energy company - The company is one of the large independent power generation companies in Inner Mongolia Autonomous Region, with main businesses in power generation, heating, and coal production and sales[37](index=37&type=chunk) - As of the end of June 2025, the company's operational installed capacity was **13.2762 million kW**, of which coal-fired accounted for **85.87%** and new energy for **14.13%**[38](index=38&type=chunk) - The company has a coal production capacity of **15 million tons/year**, enabling it to leverage coal-power integrated synergistic advantages and ensure power energy supply for Inner Mongolia Autonomous Region[38](index=38&type=chunk) - The company will be guided by "dual carbon" goals, accelerate the development of new energy industries, enhance the synergistic effect of the coal-power industry, and strive to become a regional first-class modern integrated clean energy company[38](index=38&type=chunk) [II. Discussion and Analysis of Operating Performance](index=11&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operating%20Performance) In 2025 H1, the company achieved robust energy supply, advanced low-carbon transition, strengthened industrial synergy, and enhanced innovation, while ensuring investor returns [(I) Robust Energy Supply and Stable Safety Production.](index=11&type=section&id=(I)%20Robust%20Energy%20Supply%20and%20Stable%20Safety%20Production.) The company actively ensured energy supply and strengthened safety management in 2025 H1, achieving stable power supply and improved coal mine management - The company successfully completed power supply tasks during key periods such as two festivals and two sessions in the first half of the year; Dalate Power Plant and Fengdian Energy Company achieved over **6,000 consecutive days** of safe production[39](index=39&type=chunk) - Fully tightened and implemented safety production responsibilities, focused on building intrinsically safe enterprises, and continuously improved the dual prevention mechanism[39](index=39&type=chunk) - Weijiamiao Open-pit Coal Mine successfully passed the quality, environment, and energy management three-system certification audit, achieving a major leap in management standardization, normalization, and scientificization[39](index=39&type=chunk) [(II) Deepening Low-Carbon Transition, Simultaneous Progress in Acquisition and Construction.](index=11&type=section&id=(II)%20Deepening%20Low-Carbon%20Transition%2C%20Simultaneous%20Progress%20in%20Acquisition%20and%20Construction.) The company accelerates new energy transition through self-construction and M&A, aiming for a significant increase in new energy installed capacity to nearly 50% of thermal power - The company is accelerating its new energy transition driven by "dual carbon" goals, adopting a "self-construction + acquisition" dual approach[40](index=40&type=chunk) - Kubuqi Desert Base Ordos New Energy Wind Power Project (Phase II Nuan Shui **600 MW**), Jinqiao Hulin Thermal Power Flexibility Retrofit Supporting New Energy **480 MW** Wind Power Project, and Chayouzhongqi Flexibility Retrofit Configuration **960 MW** New Energy Project are all progressing as planned[40](index=40&type=chunk) - The company plans to acquire **70%** equity of Zhenglanqi Wind Power **1.1 million kW** Wind Power Project and **75.51%** equity of Duolun Wind Power **500 MW** Wind Power Project from its controlling shareholder, Northern Company, through share issuance to purchase assets[40](index=40&type=chunk) - Upon completion of the ongoing projects and acquisitions, the company's new energy installed capacity will reach approximately **5.5 million kW**, accounting for nearly **50%** of thermal power installed capacity[41](index=41&type=chunk) - The company increased capital in Datang Tuoketuo Power Company and Huaneng Power and Heat Sales Company for investment in wind and solar projects and incremental distributed power grid green power supply projects[41](index=41&type=chunk) [(III) Three Major Industries Synergize, Demonstrating Resilient and Stable Operations.](index=12&type=section&id=(III)%20Three%20Major%20Industries%20Synergize%2C%20Demonstrating%20Resilient%20and%20Stable%20Operations.) Despite decreased power generation, the company maintained stable operations and profitability across its three major industries in 2025 H1, driven by optimized strategies and reduced costs - During the reporting period, the company's power generation reached **24.323 billion kWh**, a **14.59%** year-on-year decrease, of which thermal power generation was **22.376 billion kWh**, a **15.61%** year-on-year decrease[42](index=42&type=chunk) - In the first half of the year, the on-grid electricity price reached **356.49 yuan/1,000 kWh** (excl. tax), a year-on-year increase of **16.12 yuan/1,000 kWh**[42](index=42&type=chunk) - The standard coal price was controlled at **517.17 yuan/ton** (excl. tax), a year-on-year decrease of **62.15 yuan/ton**, or **10.73%** year-on-year[42](index=42&type=chunk) - In the first half of the year, coal production reached **6.948 million tons**, a **1.74%** year-on-year increase, and external sales reached **3.5763 million tons**, a **1.60%** year-on-year increase[42](index=42&type=chunk) - In the first half of the year, coal power profit was **1.556 billion yuan**, coal profit was **499 million yuan**, and new energy power generation profit was **210 million yuan**[43](index=43&type=chunk) - In the first half of 2025, financial expenses amounted to **114 million yuan**, a year-on-year saving of **34 million yuan**, or a **22.78%** year-on-year decrease[43](index=43&type=chunk) [(IV) Fully Develop New Quality Productive Forces, Continuously Enhance Innovation Momentum.](index=12&type=section&id=(IV)%20Fully%20Develop%20New%20Quality%20Productive%20Forces%2C%20Continuously%20Enhance%20Innovation%20Momentum.) The company continues to invest in technological innovation, achieving recognized breakthroughs and enhancing operational efficiency through digital management - Weijiamiao Coal Power Company's coupled steam molten salt thermal storage peak shaving and frequency regulation demonstration project was identified as **internationally leading** by China Electricity Council[43](index=43&type=chunk) - Dalate Power Plant's two innovative achievements won awards at the **"2025 Power Industry Team Innovation Conference"**[43](index=43&type=chunk) - Shangdu Power Plant successfully completed biomass fuel co-firing tests for thermal power units, effectively reducing carbon emissions[43](index=43&type=chunk) [(V) Emphasize Reasonable Investment Returns, Sustained and Stable Dividend Distribution.](index=12&type=section&id=(V)%20Emphasize%20Reasonable%20Investment%20Returns%2C%20Sustained%20and%20Stable%20Dividend%20Distribution.) The company prioritizes investor returns, with a three-year shareholder return plan committing to high-proportion dividends, and was selected for the "Shanghai Public Utility Red" index - The company has formulated a shareholder return plan every three years since **2016**, demonstrating a reasonable, stable, and continuous profit distribution policy[44](index=44&type=chunk) - Formulated the **"Shareholder Return Plan for the Next Three Years (2025-2027)"**, continuing the commitment to high-proportion dividends, which helps attract long-term capital[44](index=44&type=chunk) - The company was selected for the **2025 "Shanghai Public Utility Red" index**, reflecting its characteristics of high dividends, low debt, and stable profitability[44](index=44&type=chunk) - In 2025, the company distributed a dividend of **2.20 yuan** (incl. tax) per **10 shares**, with a cash dividend of **1.436 billion yuan**[45](index=45&type=chunk) [(VI) Strengthen Foundations, Empower, and Converge Efforts, Continuously Solidify Party Building.](index=13&type=section&id=(VI)%20Strengthen%20Foundations%2C%20Empower%2C%20and%20Converge%20Efforts%2C%20Continuously%20Solidify%20Party%20Building.) The company strictly implements Party Central Committee decisions, strengthens civilization and culture, and political supervision, ensuring high-quality development through robust Party building - Strictly implemented the **"first topic"** system, deepening, internalizing, and transforming the decisions and deployments of the Party Central Committee[45](index=45&type=chunk) - Strengthened civilization and culture construction; Shangdu Power Company has maintained the national civilized unit honor for **14 consecutive years**[45](index=45&type=chunk) - Focused on key areas to strengthen political supervision, enhanced supervision of "top leaders" and team members, and persistently rectified work styles and enforced discipline[45](index=45&type=chunk) [III. Analysis of Core Competitiveness During the Reporting Period](index=13&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) The company's core competitiveness stems from its regional resources, installed capacity, diversified strategy, energy structure, coal-power synergy, innovation, environmental efforts, governance, capital, management, and shareholder support [(I) Regional Resource Advantage](index=13&type=section&id=(I)%20Regional%20Resource%20Advantage) The company's power assets in Inner Mongolia leverage abundant energy resources and standardized management, providing a significant regional advantage and enhancing market competitiveness - All of the company's power generation assets are located within Inner Mongolia Autonomous Region, a crucial strategic energy base in China with unique resource endowments[46](index=46&type=chunk) - The company's power plants are strategically located in areas rich in coal resources and with high power loads, building unique development competitiveness through standardized management as a central enterprise[46](index=46&type=chunk) - The company will create differentiated market competitive advantages by deeply exploring operational potential, optimizing power source structure configuration, and enhancing technological innovation capabilities[46](index=46&type=chunk) [(II) Installed Power Generation Capacity Advantage](index=13&type=section&id=(II)%20Installed%20Power%20Generation%20Capacity%20Advantage) As of the reporting period, the company's operational installed capacity reached **13.2762 million kW**, with an additional **3.0782 million kW** from associate plants, securing a high market share in Inner Mongolia - As of the end of the reporting period, the company's operational installed capacity was **13.2762 million kW**[46](index=46&type=chunk) - Equity installed capacity in associate power plants was **3.0782 million kW**[46](index=46&type=chunk) - The company maintained a high market share in Inner Mongolia's power market, further highlighting its scale advantage[46](index=46&type=chunk) [(III) Strategic Layout Advantage](index=13&type=section&id=(III)%20Strategic%20Layout%20Advantage) The company has built a diversified and synergistic energy industry structure, optimizing its energy mix through "point-to-grid" transmission, coal-power integration, and new energy development, forming a "three-pillar" industrial structure - The company has built a diversified and synergistic energy industry structure, with its controlled Shangdu Power Plant serving as a "point-to-grid" cross-regional power transmission demonstration project[46](index=46&type=chunk) - Wholly-owned subsidiary Weijiamiao Company utilizes a coal-power integrated operating model to transmit power externally through UHV channels[46](index=46&type=chunk) - Continuously optimizing energy structure through the acquisition of Northern Longyuan Wind Power Company, integration of Cha'erhu PV project, commercial operation of Wudalai Wind Power project, and grid connection of Juda Company and Fengchuan distributed PV projects[46](index=46&type=chunk) - The company's total new energy installed capacity reached **1.8762 million kW**, with clean energy accounting for **14.13%**[46](index=46&type=chunk) - A "three-pillar" industrial structure of thermal power generation, new energy development, and coal resource synergistic development has been formed, with initial signs of strategic complementary effects across business segments[47](index=47&type=chunk) [(IV) Structural Adjustment Advantage](index=14&type=section&id=(IV)%20Structural%20Adjustment%20Advantage) Since the "14th Five-Year Plan", the company has significantly increased its clean energy proportion, with ongoing and planned new energy projects expected to boost new energy installed capacity to nearly 50% of thermal power - Since the "14th Five-Year Plan", the proportion of the company's low-carbon clean energy has continuously increased, with new energy installed capacity rising from **11.29%** to **14.13%**[47](index=47&type=chunk) - The company has **2.04 million kW** of new energy projects under construction, including Jinqiao Hulin, Chayouzhongqi, and Kubuqi Desert Base Ordos Wind Power projects[47](index=47&type=chunk) - The company initiated the acquisition of **70%** equity of Zhenglanqi Wind Power **1.1 million kW** Wind Power Project and **75.51%** equity of Duolun Wind Power **500 MW** Wind Power Project from its controlling shareholder, Northern Company[47](index=47&type=chunk) - Upon completion of the ongoing projects and acquisitions, new energy installed capacity will reach approximately **5.5 million kW**, accounting for nearly **50%** of thermal power installed capacity[47](index=47&type=chunk) [(V) Coal-Power Synergy Advantage](index=14&type=section&id=(V)%20Coal-Power%20Synergy%20Advantage) Wholly-owned subsidiary Weijiamiao Company operates a coal-power integrated model, creating a full industrial chain that reduces fuel costs and ensures stable coal supply - Wholly-owned subsidiary Weijiamiao Company's coal-power integrated project has built a full industrial chain operating model of **"coal production—power conversion—energy transmission"**[47](index=47&type=chunk) - Weijiamiao Company's mining area has an annual capacity of **15 million tons**, with coal produced for self-use by its own power plant and other power plants within the company's consolidated scope, forming an intensive **"pithead power plant"** operating structure[47](index=47&type=chunk) - In the first half of 2025, Weijiamiao Company's coal production reached **6.948 million tons**, a **1.74%** year-on-year increase, of which **1.288 million tons** were for self-use by the power plant, **2.0496 million tons** supplied to other power plants within the company's consolidated scope, and **3.5763 million tons** for external sales[47](index=47&type=chunk) [(VI) Technological Innovation Advantage](index=14&type=section&id=(VI)%20Technological%20Innovation%20Advantage) The company consistently invests in R&D, achieving recognized technological advancements and enhancing operational efficiency through digital management, bolstering high-quality development - Weijiamiao Coal Power Company's coupled steam molten salt thermal storage peak shaving and frequency regulation demonstration project was identified as **internationally leading** by China Electricity Council[48](index=48&type=chunk) - The testing center was rated as a **"Typical Case of Power Industry Laboratory Construction"** by the Chemical Professional Technology Committee of China Electric Power Technology Market Association[48](index=48&type=chunk) - Weijiamiao Company's digital and intelligent management demonstration project for the full life cycle quality of materials was launched, achieving automated material storage, collaborative operations, and visualized processes[48](index=48&type=chunk) [(VII) Energy Saving and Environmental Protection Advantage](index=14&type=section&id=(VII)%20Energy%20Saving%20and%20Environmental%20Protection%20Advantage) As a key energy supplier, the company has achieved ultra-low emissions for coal-fired units through systematic environmental governance, demonstrating its commitment to national environmental standards - The company has built a green production system covering the entire industrial chain by implementing systematic environmental governance projects[48](index=48&type=chunk) - The company's environmental emission levels comply with national standards, and all coal-fired units have achieved **ultra-low emissions** as required by environmental regulations[48](index=48&type=chunk) - During the reporting period, the company strengthened pollutant emission management, with nitrogen oxides, sulfur dioxide, and soot emissions all meeting national environmental requirements[48](index=48&type=chunk) [(VIII) Corporate Governance Advantage](index=14&type=section&id=(VIII)%20Corporate%20Governance%20Advantage) Since its listing, the company has continuously refined its tripartite governance structure, ensuring scientific decision-making, effective supervision, and standardized operations, fostering a strong market reputation - The company has built a **"strategic decision-making layer—supervision layer—executive layer"** tripartite governance structure, forming a closed loop of scientific decision-making, effective supervision, and standardized operations[48](index=48&type=chunk) - The company's general meeting of shareholders, board of directors, supervisory board, and management operate in accordance with laws and regulations, effectively safeguarding the interests of all shareholders[49](index=49&type=chunk) - The company has established a good image of transparency and compliance in the capital market, accumulating a good market reputation[49](index=49&type=chunk) [(IX) Capital Operation Advantage](index=15&type=section&id=(IX)%20Capital%20Operation%20Advantage) Since its 1994 listing, the company has built strong capital operation capabilities, optimizing debt through diverse financing and maintaining an "AAA" credit rating, supporting green transformation - The company continuously builds core capabilities in capital operation, establishing a multi-level capital operation system covering equity financing and bond issuance[49](index=49&type=chunk) - Through innovative financing combinations such as convertible bonds and perpetual bonds, the company has raised substantial funds for its operations and development[49](index=49&type=chunk) - With a stable financial structure and excellent credit rating, the company has maintained an **"AAA" corporate credit rating** for many consecutive years[49](index=49&type=chunk) - The company continuously explores diversified financing channels and optimizes its debt structure, providing strong support for promoting green transformation and new energy construction[49](index=49&type=chunk) [(X) Management Team Advantage](index=15&type=section&id=(X)%20Management%20Team%20Advantage) The company boasts a long history and a stable, high-quality management team, with most senior executives possessing extensive experience in power generation and coal management - The company has a team of high-quality management personnel, engineers, and technical staff[49](index=49&type=chunk) - Most senior management personnel have many years of rich experience in power generation operation management and coal safety production management[49](index=49&type=chunk) - The management team remains stable[49](index=49&type=chunk) [(XI) Strong Support from Major Shareholder](index=15&type=section&id=(XI)%20Strong%20Support%20from%20Major%20Shareholder) The controlling shareholder, Northern Company, demonstrated strong confidence in the company's future by cumulatively increasing its shareholding during the reporting period - From April to July 2025, the controlling shareholder, Northern Company, cumulatively increased its shareholding in the company by **12,565,800 shares**, accounting for approximately **0.1925%** of the company's total issued shares[49](index=49&type=chunk) - The cumulative increase in value was **50,099,475.00 yuan** (excluding commissions and transaction taxes)[49](index=49&type=chunk) - After the increase, Northern Company directly holds **51.24%** of the company's A-shares, and together with its concerted parties, holds **53.23%** of the company's A-shares[49](index=49&type=chunk) [IV. Major Operating Performance During the Reporting Period](index=15&type=section&id=IV.%20Major%20Operating%20Performance%20During%20the%20Reporting%20Period) This section analyzes the company's major operating performance, including financial statement item changes, asset/liability status, external equity investments, and key subsidiaries [(I) Main Business Analysis](index=15&type=section&id=(I)%20Main%20Business%20Analysis) This section analyzes the primary reasons for changes in the company's operating revenue, costs, expenses, and cash flow through financial statement item variations Analysis of Changes in Relevant Financial Statement Items (Unit: Yuan) | Item | Current Period Amount | Prior Period Amount | Change Ratio (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 9,826,784,282.26 | 10,769,256,100.18 | -8.75 | Decrease in power generation, decrease in coal sales price | | Operating Cost | 7,415,005,558.54 | 8,253,562,200.83 | -10.16 | Decrease in power generation, decrease in standard coal price | | Administrative Expenses | 15,862,735.69 | 17,245,775.59 | -8.02 | Strengthened cost control | | Financial Expenses | 114,285,079.59 | 148,008,111.54 | -22.78 | Decrease in financing costs | | R&D Expenses | 3,348,299.60 | 378,820.44 | 783.88 | Increased R&D investment | | Net Cash Flow from Operating Activities | 2,295,211,757.67 | 2,519,349,279.36 | -8.90 | Decrease in electricity sales revenue | | Net Cash Flow from Investing Activities | -1,178,041,943.85 | -1,220,399,952.48 | 3.47 | Decrease in capital expenditure | | Net Cash Flow from Financing Activities | -1,003,226,675.22 | -1,438,826,578.15 | 30.27 | Increase in borrowings | [(III) Analysis of Assets and Liabilities](index=16&type=section&id=(III)%20Analysis%20of%20Assets%20and%20Liabilities) This section details the period-end changes in the company's assets and liabilities, explaining variations in key accounts and disclosing restricted major assets Analysis of Changes in Assets and Liabilities (Unit: Yuan) | Item Name | Current Period End Amount | Proportion of Total Assets at Current Period End (%) | Prior Year End Amount | Proportion of Total Assets at Prior Year End (%) | Change Ratio from Prior Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,036,853,507.73 | 2.55 | 709,325,986.98 | 1.78 | 46.17 | Increase in coal mine environmental restoration deposit | | Prepayments | 288,896,467.32 | 0.71 | 88,295,725.29 | 0.22 | 227.19 | Increase in prepaid coal | | Other Receivables | 397,355,138.99 | 0.98 | 207,365,689.09 | 0.52 | 91.62 | Increase in dividends receivable from associate companies | | Construction in Progress | 3,191,514,567.38 | 7.86 | 2,403,495,406.68 | 6.03 | 32.79 | Increase in company capital expenditure | | Short-term Borrowings | 2,400,964,981.31 | 5.91 | 3,313,389,350.16 | 8.31 | -27.54 | Repayment of short-term loans | | Other Payables | 2,507,335,968.75 | 6.18 | 1,335,439,193.82 | 3.35 | 87.75 | Declared dividends not yet distributed | | Other Current Liabilities | 675,970,219.74 | 1.67 | 32,980,002.52 | 0.08 | 1,949.64 | Issuance of super short-term commercial papers | | Long-term Borrowings | 5,851,137,548.55 | 14.41 | 6,692,347,286.52 | 16.78 | -12.57 | Optimized debt structure, decrease in long-term borrowings | Restricted Major Assets as of the End of the Reporting Period (Unit: Yuan) | Item | Period End Balance | Reason for Restriction of Ownership or Use Rights | | :--- | :--- | :--- | | Monetary Funds | 556,658,693.69 | Mine environmental restoration deposit, performance bond, and litigation frozen funds | | Accounts Receivable | 1,357,999,578.85 | Pledge of electricity tariff collection rights of Weijiamiao Coal Power Company and Wudalai Company, and pledge of operating income of Juda Company for REITs issuance | | Total | 1,914,658,272.54 | | [(IV) Investment Status Analysis](index=18&type=section&id=(IV)%20Investment%20Status%20Analysis) This section analyzes the company's external equity investments and financial assets measured at fair value, with long-term equity investments totaling **2.244 billion yuan** at period end - At the end of the reporting period, the company's long-term equity investment balance was **2.244 billion yuan**, mainly invested in Inner Mongolia Daihai Power Generation Co., Ltd., Inner Mongolia Guohua Zhungeer Power Generation Co., Ltd., Baotou Donghua Thermal Power Co., Ltd., etc[56](index=56&type=chunk) Changes in Financial Assets Measured at Fair Value (Unit: 10,000 Yuan) | Asset Category | Beginning Balance | Gains/Losses from Fair Value Changes in Current Period | Cumulative Fair Value Changes Recognized in Equity | Impairment Provision in Current Period | Purchase Amount in Current Period | Sale/Redemption Amount in Current Period | Other Changes | Ending Balance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Stocks | 626.82 | -1,025.92 | 39.36 | | | | | 666.18 | | Others | 127,074.48 | 23,878.49 | -4,445.89 | | | | | 122,628.59 | | Total | 127,701.30 | 22,852.57 | -4,406.53 | | | | | 123,294.77 | [(VI) Analysis of Major Controlled and Associate Companies](index=20&type=section&id=(VI)%20Analysis%20of%20Major%20Controlled%20and%20Associate%20Companies) This section lists the financial data of the company's major controlled subsidiaries, with Weijiamiao Company identified as the most profitable Financial Data of Major Controlled Subsidiaries (Unit: 10,000 Yuan) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fengtai Company | Subsidiary | Electricity, Heating | 40,000.00 | 54,109.29 | -41,225.61 | 37,448.00 | 3,971.17 | 3,990.04 | | Jingda Company | Subsidiary | Electricity | 47,176.20 | 82,854.08 | 69,654.13 | 51,399.24 | 10,438.14 | 8,330.56 | | Shangdu Power Generation Company | Subsidiary | Electricity | 207,921.86 | 281,965.51 | 220,195.60 | 167,861.89 | 9,354.29 | 9,366.32 | | Shangdu Second Power Generation Company | Subsidiary | Electricity, Heating | 101,735.00 | 193,769.23 | 120,224.27 | 64,799.43 | -7,188.70 | -7,145.68 | | Juhui Energy Partnership (Consolidated) | Subsidiary | Electricity | 254,100.00 | 259,740.44 | 216,337.50 | 201,548.37 | 14,670.16 | 14,753.12 | | Weijiamiao Company | Subsidiary | Coal, Electricity, Heating | 567,825.00 | 1,078,423.31 | 806,745.44 | 253,931.42 | 104,041.26 | 84,112.34 | | Mengda Company | Subsidiary | Electricity, Heating | 82,000.00 | 179,174.30 | 148,852.34 | 97,678.48 | 8,700.89 | 6,523.87 | | Longyuan Wind Power Company (Consolidated) | Subsidiary | Electricity | 265,377.62 | 699,674.36 | 369,497.06 | 50,410.34 | 18,072.22 | 11,064.54 | | Fengdian Energy Company | Subsidiary | Electricity, Heating | 10,000.00 | 59,633.55 | -128,571.29 | 66,102.01 | 12,451.06 | 12,463.31 | | Hulin Power Generation Company | Subsidiary | Electricity | 115,400.00 | 419,855.13 | 138,235.72 | 102,950.10 | 15,668.05 | 12,931.91 | | Cha'erhu PV Company | Subsidiary | Electricity | 18,000.00 | 42,772.16 | 19,797.31 | 2,927.51 | 926.49 | 687.55 | | Juda New Energy Company | Subsidiary | Electricity | 50,000.00 | 144,691.23 | 57,226.60 | 4,675.68 | 419.01 | 419.01 | | Fengchuan New Energy Company | Subsidiary | Electricity | 15,000.00 | 19,501.07 | 6,081.78 | 615.90 | 294.81 | 294.81 | - Weijiamiao Company is the company's most profitable subsidiary, achieving a net profit of **841.1234 million yuan** in the first half of the year[60](index=60&type=chunk) [V. Other Disclosure Matters](index=21&type=section&id=V.%20Other%20Disclosure%20Matters) This section discloses potential risks in electricity, fuel, coal, carbon, environmental, and capital markets, outlining the company's mitigation strategies and "Quality Improvement, Efficiency Enhancement, and Return" actions [(I) Potential Risks](index=21&type=section&id=(I)%20Potential%20Risks) The company faces multiple risks, including decreased power generation and electricity prices, fuel cost fluctuations, declining coal prices, carbon market volatility, stricter environmental policies, and rising debt costs - Electricity market risk: Increased new energy power generation squeezes thermal power space, leading to a risk of decreased power generation; competitive bidding and new energy market entry may lead to decreased electricity prices[61](index=61&type=chunk) - Fuel procurement market risk: Macroeconomic recovery and peak electricity consumption may lead to localized coal supply pressure; the company will optimize procurement strategies and leverage long-term contracts[63](index=63&type=chunk) - Coal sales market risk: Release of new capacity and limited demand growth lead to a downward trend in coal prices; the company will optimize production sequencing and reduce production costs[63](index=63&type=chunk) - Carbon market risk: Continuous tightening of quota allocation may lead to market price volatility; the company will accelerate energy-saving and emission-reduction upgrades and optimize carbon trading strategies[63](index=63&type=chunk) - Environmental risk: Stricter government environmental policies; the company will optimize its industrial structure, increase technological transformation, and raise the proportion of clean energy[64](index=64&type=chunk) - Capital market risk: As a capital-intensive industry, LPR interest rate adjustments and macroeconomic controls will directly affect debt costs; the company will expand financing channels and control financing costs[64](index=64&type=chunk)[65](index=65&type=chunk) [(II) Other Disclosure Matters](index=23&type=section&id=(II)%20Other%20Disclosure%20Matters) The company actively pursues its "Quality Improvement, Efficiency Enhancement, and Return" action, advancing new energy projects, optimizing operations, and maintaining a strong shareholder return plan - The company continuously carried out the **"Quality Improvement, Efficiency Enhancement, and Return"** action, seizing the policy window for new energy marketization, and promoting new energy project construction through both self-construction and acquisition[67](index=67&type=chunk) - The company plans to acquire equity in Zhenglanqi Wind Power and Duolun Wind Power projects from its controlling shareholder, Northern Company, through share issuance to purchase assets and raise supporting funds[67](index=67&type=chunk) - Upon completion of the ongoing projects and acquisitions, new energy installed capacity will reach approximately **5.5 million kW**, accounting for nearly **50%** of thermal power installed capacity[67](index=67&type=chunk) - In the first half of the year, power generation decreased year-on-year, but on-grid electricity prices increased by **16.12 yuan/1,000 kWh** year-on-year, and standard coal prices decreased by **10.73%** year-on-year, effectively offsetting the negative impact on profit[68](index=68&type=chunk) - The company formulated the **"Shareholder Return Plan for the Next Three Years (2025-2027)"**, continuing the commitment to high-proportion dividends[68](index=68&type=chunk) - The company actively communicated with investors, participating in Huaneng Group's **"Power Sector"** collective performance briefing in May 2025[69](index=69&type=chunk) Section IV Corporate Governance, Environment, and Society [I. Changes in Directors, Supervisors, and Senior Management](index=25&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) This section discloses changes in the company's directors, supervisors, and senior management during the reporting period, including resignations, elections, and appointments Changes in Company Directors, Supervisors, and Senior Management | Name | Position Held | Change | | :--- | :--- | :--- | | Ban Guorui | Director | Resignation | | Yang Xiaohua | Director | Election | | Wang Zhenrui | General Manager | Appointment | | Zhao Likun | Board Secretary | Appointment | - Mr. Ban Guorui resigned from his positions as director and member of the Board's Strategy and ESG Committee due to work changes; Ms. Yang Xiaohua was nominated as a non-independent director candidate and approved by the general meeting of shareholders[72](index=72&type=chunk) - Mr. Wang Zhenrui was appointed as the company's General Manager, and Ms. Zhao Likun was appointed as the company's Board Secretary, both for a term of **three years**[72](index=72&type=chunk) [II. Profit Distribution or Capital Reserve Conversion Plan](index=25&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20Conversion%20Plan) This section states that the company has no profit distribution or capital reserve conversion plan for the semi-annual period - The company's proposed profit distribution or capital reserve conversion plan for the semi-annual period is **"No"**[73](index=73&type=chunk) [IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=26&type=section&id=IV.%20Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) This section lists **10** subsidiaries required to disclose environmental information by law and provides an inquiry index for their reports - The company has **10 subsidiaries** included in the list of enterprises required to disclose environmental information by law[74](index=74&type=chunk) - Including Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. Wuhai Power Plant, Inner Mongolia Juda Power Generation Co., Ltd., Northern Weijiamiao Coal Power Co., Ltd., etc[74](index=74&type=chunk) - The inquiry index for environmental information disclosure reports is **http://111.56.142.62:40010/support-yfpl-web/web/viewRunner.html?viewId=http://111.56.142.62:40010/support-yfpl-web/web/sps/views/yfpl/views/yfplHomeNew/index.js&cantonCode=150000**[74](index=74&type=chunk) Section V Significant Matters [I. Fulfillment of Commitments](index=27&type=section&id=I.%20Fulfillment%20of%20Commitments) This section discloses the strict fulfillment of commitments by the company, its controlling shareholder, and actual controller regarding competition, related party transactions, independence, land titles, and shareholder returns - Controlling shareholder Northern Company committed to continuing to use Neimeng Huadian as the ultimate integration platform for coal-power integrated businesses and other operations, gradually injecting eligible businesses and assets, and has strictly fulfilled this commitment[77](index=77&type=chunk) - Northern Company committed to standardizing and minimizing related party transactions with the listed company, ensuring fair transaction prices, and has strictly fulfilled this commitment[77](index=77&type=chunk) - Northern Company committed to ensuring the listed company's independent operation in business, assets, finance, personnel, and organization, and has strictly fulfilled this commitment[77](index=77&type=chunk)[78](index=78&type=chunk) - Northern Company committed to resolving land and property title defects related to Northern Longyuan Wind Power, and has strictly fulfilled this commitment[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk) - The company formulated the **"Shareholder Return Plan for the Next Three Years (2025-2027)"**, committing to an annual cash dividend of no less than **70%** of the distributable profit from the consolidated financial statements for the year, and a per-share dividend of no less than **0.1 RMB** (incl. tax), and has strictly fulfilled this commitment[80](index=80&type=chunk) - Controlling shareholder Northern Company cumulatively increased its shareholding in the company by **12,565,800 shares** between April 8, 2025, and July 7, 2025, with a cumulative increase amount of **50,099,475.00 yuan**, completing the entire share increase plan[80](index=80&type=chunk) [X. Significant Related Party Transactions](index=32&type=section&id=X.%20Significant%20Related%20Party%20Transactions) This section discloses the company's daily operating related party transactions, asset/equity acquisitions, joint external investments, and related party creditor-debtor relationships, including financial business with an associated finance company [(I) Related Party Transactions Related to Daily Operations](index=32&type=section&id=(I)%20Related%20Party%20Transactions%20Related%20to%20Daily%20Operations) The company engages in various daily operating related party transactions with its actual controller, controlling shareholder, and their subsidiaries, all within approved limits - Daily related party transactions between the company and its actual controller, China Huaneng Group Co., Ltd., and its controlled subsidiaries (excluding Northern United Power Co., Ltd. and its controlled subsidiaries, China Huaneng Finance Co., Ltd.) include technical services, equipment procurement, product procurement, product sales, carbon emission reduction resource sales, carbon emission reduction resource purchases, insurance, factoring and other financial services, and financing[83](index=83&type=chunk) - The company and China Huaneng Finance Co., Ltd. agreed on account opening, deposits, and other financial services, with an estimated maximum daily deposit balance of **3.5 billion yuan**, and an actual balance of **1.502 billion yuan**[83](index=83&type=chunk) - Daily related party transactions between the company and its controlling shareholder and its controlled subsidiaries include product sales, raw material procurement, carbon emission reduction resource sales, carbon emission reduction resource purchases, financing services, guarantee services, fuel management and safety production supervision services, property and land equipment leasing services, equipment maintenance, overhaul and operation services, electricity and heating sales services, and other management services[83](index=83&type=chunk)[84](index=84&type=chunk) [(II) Related Party Transactions Involving Asset or Equity Acquisition/Disposal](index=33&type=section&id=(II)%20Related%20Party%20Transactions%20Involving%20Asset%20or%20Equity%20Acquisition%2FDisposal) The company plans to acquire equity in Zhenglanqi Wind Power and Duolun Wind Power projects from its controlling shareholder through share issuance and cash payment, with the matter currently under regulatory review - The company plans to acquire **70%** equity of Northern Shangdu Zhenglanqi New Energy Co., Ltd. and **75.51%** equity of Northern Duolun New Energy Co., Ltd. from its controlling shareholder, Northern United Power Co., Ltd., through a combination of share issuance and cash payment[85](index=85&type=chunk) - This transaction also includes raising supporting funds[85](index=85&type=chunk) - Currently, this project is under regulatory review[85](index=85&type=chunk) [(III) Significant Related Party Transactions for Joint External Investment](index=34&type=section&id=(III)%20Significant%20Related%20Party%20Transactions%20for%20Joint%20External%20Investment) The company increased capital in Datang Tuoketuo Power Company and Huaneng Inner Mongolia Power and Heat Sales Co., Ltd. for wind, solar, and green power grid projects, cumulatively injecting partial capital - The company increased capital in Inner Mongolia Datang International Tuoketuo Power Generation Co., Ltd. by **15%** of its equity, for investment in the Mengxi Tuoketuo **2 million kW** wind and solar power transmission project[88](index=88&type=chunk) - As of the end of June 2025, the company had cumulatively injected **305.49 million yuan** of capital into Datang Tuoketuo Power Generation Co., Ltd[88](index=88&type=chunk) - The company increased capital in Huaneng Inner Mongolia Power and Heat Sales Co., Ltd. by **20%** of its shareholding, for investment in the Dalate Economic Development Zone incremental distributed power grid green power supply project[88](index=88&type=chunk) - As of the end of June 2025, the company had injected **70.80 million yuan** of capital into Huaneng Inner Mongolia Power and Heat Sales Co., Ltd[88](index=88&type=chunk) [(IV) Related Party Creditor-Debtor Relationships](index=34&type=section&id=(IV)%20Related%20Party%20Creditor-Debtor%20Relationships) The company maintains financial and financing service-related creditor-debtor relationships with China Huaneng Finance Co., Ltd. and Northern United Power Co., Ltd., all within agreed terms - The company signed a financial services agreement with China Huaneng Finance Co., Ltd., with an estimated maximum daily deposit balance of **3.5 billion yuan** for 2025, and an actual amount of **1.502 billion yuan**[89](index=89&type=chunk) - The estimated total bill discount for 2025 is **1 billion yuan**, with an actual amount of **0 yuan**; the estimated maximum daily balance for financing businesses such as loans and bill acceptance is **3.5 billion yuan**, with an actual amount of **0 yuan**[90](index=90&type=chunk) - The company signed a daily related party transaction framework agreement with Northern United Power Co., Ltd., with an estimated maximum financing service amount of **2.5 billion yuan** provided to the company for 2025, and an actual amount of **989 million yuan**[90](index=90&type=chunk) [(V) Financial Business Between the Company and Related Finance Companies, and Between Company-Controlled Finance Companies and Related Parties](index=35&type=section&id=(V)%20Financial%20Business%20Between%20the%20Company%20and%20Related%20Finance%20Companies%2C%20and%20Between%20Company-Controlled%20Finance%20Companies%20and%20Related%20Parties) The company conducts deposit and other financial business with China Huaneng Finance Co., Ltd., with a period-end deposit balance of **409 million yuan** Deposit Business Situation (Unit: 100 Million Yuan) | Related Party | Relationship | Maximum Daily Deposit Limit | Deposit Interest Rate Range | Beginning Balance | Total Deposit Amount in Current Period | Total Withdrawal Amount in Current Period | Ending Balance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Huaneng Finance Co., Ltd. | Finance company controlled by the company's actual controller | 35.00 | 0.35%-1.15% | 3.71 | 136.30 | 135.92 | 4.09 | Loan Business Situation (Unit: 100 Million Yuan) | Related Party | Relationship | Loan Limit | Loan Interest Rate Range | Beginning Balance | Total Loan Amount in Current Period | Total Repayment Amount in Current Period | Ending Balance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Huaneng Finance Co., Ltd. | Finance company controlled by the company's actual controller | 1.50 | / | 0 | 0 | 0 | 0 | Credit and Other Financial Business Situation (Unit: 10,000 Yuan) | Related Party | Relationship | Business Type | Total Amount | Actual Amount | | :--- | :--- | :--- | :--- | :--- | | China Huaneng Finance Co., Ltd. | Finance company controlled by the company's actual controller | Other financial business | 600.00 | 56.55 | [XI. Significant Contracts and Their Fulfillment](index=36&type=section&id=XI.%20Significant%20Contracts%20and%20Their%20Fulfillment) This section discloses that the company had no significant guarantees during the reporting period - During the reporting period, the company had no significant guarantees[97](index=97&type=chunk) Section VI Share Changes and Shareholder Information [I. Share Capital Changes](index=38&type=section&id=I.%20Share%20Capital%20Changes) This section states that there were no changes in the company's total share capital and share structure during the reporting period - During the reporting period, there were no changes in the company's total share capital and share structure[99](index=99&type=chunk) [II. Shareholder Information](index=38&type=section&id=II.%20Shareholder%20Information) This section discloses the total number of common shareholders, the top ten shareholders, and the top ten shareholders with unrestricted shares as of the end of the reporting period - As of the end of the reporting period, the total number of common shareholders was **152,043**[100](index=100&type=chunk) Top Ten Shareholders' Shareholding as of the End of the Reporting Period (Unit: Shares) | Shareholder Name (Full Name) | Change During Reporting Period | Number of Shares Held at Period End | Proportion (%) | Number of Restricted Shares Held | Pledge, Mark or Freeze Status - Share Status | Pledge, Mark or Freeze Status - Quantity | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Northern United Power Co., Ltd. | 12,565,800 | 3,344,647,286 | 51.24 | 0 | None | 0 | State-owned Legal Person | | Tianjin Huaren Investment Management Co., Ltd. - Huaneng Structural Adjustment No. 1 Securities Investment Private Fund | 0 | 129,740,140 | 1.99 | 0 | Unknown | 0 | Other | | China Pacific Life Insurance Co., Ltd. - Traditional Insurance High Dividend Stock Management Portfolio | 11,899,963 | 102,899,152 | 1.58 | 0 | Unknown | 0 | Other | | Orient Securities Co., Ltd. | 28,319,025 | 79,124,462 | 1.21 | 0 | Frozen | 54,757,137 | Other | | Dongxing Securities Co., Ltd. | 56,549,796 | 56,549,796 | 0.87 | 0 | Unknown | 0 | Other | | CITIC Securities Co., Ltd. - Social Security Fund 1106 Portfolio | 48,588,800 | 48,588,800 | 0.74 | 0 | Unknown | 0 | Other | | Agricultural Bank of China Co., Ltd. - CSI 500 ETF | 2,112,650 | 48,360,724 | 0.74 | 0 | Unknown | 0 | Other | | Li Qingsheng | 15,360,827 | 46,216,127 | 0.71 | 0 | Unknown | 0 | Other | | Central Huijin Asset Management Co., Ltd. | 0 | 41,648,800 | 0.64 | 0 | Unknown | 0 | Other | | China Pacific Life Insurance Co., Ltd. - Dividend - Individual Dividend | 0 | 41,498,802 | 0.64 | 0 | Unknown | 0 | Other | - Northern United Power Co., Ltd. and Tianjin Huaren Investment Management Co., Ltd. - Huaneng Structural Adjustment No. 1 Securities Investment Private Fund are concerted parties[103](index=103&type=chunk)[104](index=104&type=chunk) Section VII Bond-Related Information [I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments](index=41&type=section&id=I.%20Corporate%20Bonds%20(Including%20Enterprise%20Bonds)%20and%20Non-Financial%20Enterprise%20Debt%20Financing%20Instruments) This section details the company's issued perpetual corporate bonds and super short-term commercial papers, including their terms, financial impact, and key financial indicators [(I) Corporate Bonds (Including Enterprise Bonds)](index=41&type=section&id=(I)%20Corporate%20Bonds%20(Including%20Enterprise%20Bonds)) The company issued two tranches of perpetual corporate bonds totaling **1.5 billion yuan**, traded on the Shanghai Stock Exchange with no delisting risk Corporate Bonds Basic Information (Unit: 100 Million Yuan) | Bond Name | Abbreviation | Code | Issue Date | Interest Commencement Date | Latest Resale Date | Maturity Date | Bond Balance | Interest Rate (%) | Principal and Interest Payment Method | Trading Venue | Lead Underwriter | Trustee | Investor Suitability Arrangement | Trading Mechanism | Risk of Delisting | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. 2023 Publicly Issued Perpetual Corporate Bonds to Professional Investors (Tranche 1) (Type 1) | 23MDY1 | 240363 | 2023/12/06 | 2023/12/07 | - | 2025/12/07 | 5.00 | 3.10 | Interest paid annually; principal and last year's interest repaid at maturity (if no deferral of interest payment/principal repayment right is exercised) | Shanghai Stock Exchange | CITIC Securities Co., Ltd., Industrial Securities Co., Ltd., China International Capital Corporation Limited | CITIC Securities Co., Ltd. | For Professional Investors | Centralized Bidding System, Fixed Income Securities Comprehensive Electronic Platform | No | | Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. 2023 Publicly Issued Perpetual Corporate Bonds to Professional Investors (Tranche 1) (Type 2) | 23MDY2 | 240364 | 2023/12/06 | 2023/12/07 | - | 2026/12/07 | 10.00 | 3.23 | Interest paid annually; principal and last year's interest repaid at maturity (if no deferral of interest payment/principal repayment right is exercised) | Shanghai Stock Exchange | CITIC Securities Co., Ltd., Industrial Securities Co., Ltd., China International Capital Corporation Limited | CITIC Securities Co., Ltd. | For Professional Investors | Centralized Bidding System, Fixed Income Securities Comprehensive Electronic Platform | No | [(III) Other Matters to be Disclosed for Special Category Bonds](index=43&type=section&id=(III)%20Other%20Matters%20to%20be%20Disclosed%20for%20Special%20Category%20Bonds) The company, as issuer of perpetual corporate bonds, disclosed renewal, interest rate step-up, interest deferral, and mandatory interest payment for both bond types, all recognized in equity Perpetual Corporate Bonds (Type 1) Information (Unit: 100 Million Yuan) | Bond Code | 240363 | | :--- | :--- | | Bond Abbreviation | 23MDY1 | | Bond Balance | 5.00 | | Renewal Status | Basic term 2 years, each 2 interest years is a repricing cycle, issuer has the right to choose to extend by 1 cycle (2 years) or redeem at maturity | | Interest Rate Step-up Status | Coupon rate 3.10%, subsequent cycles add 300 basis points to the current benchmark rate plus initial spread | | Interest Deferral Status | Issuer has the right to defer interest payment, no interes

| 证券代码：600863 | 证券简称：内蒙华电 | 公告编号：临 | 2025-049 | | --- | --- | --- | --- | | 债券代码：240363 | | 债券简称：23 | 蒙电 Y1 | | 债券代码：240364 | | 债券简称：23 | 蒙电 Y2 | （一）以 3 票赞成，0 票反对，0 票弃权，审议通过了公司《关 于修订<公司章程>及其附件并取消监事会的议案》，同意提交公司股 东会审议批准。 （二）以 3 票赞成，0 票反对，0 票弃权，审议批准了公司《关 于<2025 年半年度报告>及<2025 年半年度报告摘要>的议案》。监事 会全体成员认为，半年度报告及摘要的编制和审议程序符合法律法规、 《公司章程》和公司内部管理制度的有关规定；半年度报告及摘要的 内容和格式符合中国证监会和证券交易所的有关规定，所包含的信息 能够真实反映出公司当期的经营成果和财务状况；未发现参与半年度 报告及摘要编制和审议的人员有违反保密规定的行为。 内蒙古蒙电华能热电股份有限公司 第十一届监事会第十六次会议决议公告 本公司监事会及全体监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 ...

Core Viewpoint - Inner Mongolia Huadian (600863.SH) announced the acquisition of coal production capacity replacement indicators from Inner Mongolia North Link Energy Development Co., Ltd. for 2.64 million tons per year, with a transaction amount not exceeding 396 million yuan [1] Group 1 - The acquisition is aimed at increasing production capacity replacement, which will be amortized based on the remaining recoverable reserves of the Weijiawa Coal Power open-pit mine [1] - The annual average increase in intangible asset amortization expenses is expected to be no more than 10 million yuan after the transaction is completed [1] - After the completion of the transaction, the Dongping Coal Mine will no longer utilize the capacity replacement indicators [1]

General Principles - The document outlines the working rules for independent directors of Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2] - It specifies the qualifications, nomination, election, and responsibilities of independent directors, emphasizing their independence from the company and major shareholders [2][3] Qualifications and Appointment - Independent directors must meet specific qualifications, including legal eligibility, independence, relevant knowledge, and a minimum of five years of experience in legal, accounting, or economic fields [3][4] - Individuals with direct or indirect interests in the company, significant shareholders, or those providing services to the company are prohibited from serving as independent directors [4][5] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12] - They have special rights, including hiring external consultants, proposing meetings, and publicly soliciting shareholder opinions [11][12] Performance and Reporting - Independent directors must attend board meetings, review materials in advance if unable to attend, and provide clear opinions on significant matters [10][11] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [17][18] Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to information and communication channels [36][39] - Independent directors are entitled to appropriate compensation, which must be disclosed in the company's annual report [20][21]

General Principles - The rules are established to protect the legitimate rights of shareholders and ensure the legality and efficiency of shareholder meetings [1][2] - The board of directors is responsible for organizing shareholder meetings in accordance with laws and regulations [2][3] Shareholder Meeting Authority - The shareholder meeting is the company's authority body and exercises powers as stipulated in the company's articles of association [5] - The board can be authorized by the shareholder meeting to make decisions on specific matters within the authorized scope [6] Types of Shareholder Meetings - There are annual and temporary shareholder meetings, with annual meetings held within six months after the end of the previous fiscal year [7][8] - Temporary meetings must be held within two months of certain events, such as insufficient directors or significant losses [3][4] Notification and Preparation for Meetings - The convenor must notify shareholders at least 20 days before the annual meeting and 15 days before a temporary meeting [11] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [12][13] Participation and Voting Rights - Shareholders must register to attend meetings and provide identification [25][26] - Shareholders can appoint proxies to attend and vote on their behalf, with equal legal effect [25][26] Proposals for Shareholder Meetings - Proposals must fall within the authority of the shareholder meeting and be submitted in writing [33][34] - Shareholders holding more than 1% of shares can propose temporary items up to 10 days before the meeting [35] Conducting the Meeting - The meeting must be held at the company's registered address or another notified location [37] - The meeting must be presided over by the chairman or a designated representative [41][42] Voting and Resolutions - Voting must be conducted on each agenda item, with results announced immediately [52][61] - Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [64][65] Meeting Records and Announcements - Meeting resolutions must be announced promptly, detailing attendance and voting results [67][68] - Minutes of the meeting must be kept for at least 10 years, ensuring accuracy and completeness [72]

（2025 年 8 月修订） 第一章 总则 第一条 为进一步完善公司治理结构，促进公司规范运 作，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》《上市公司治理准则》《上市公 司独立董事管理办法》《上海证券交易所股票上市规则》（以 下简称"《上市规则》"）《上海证券交易所上市公司自律 监管指引第 1 号—规范运作》以及相关法律、法规、规范性 文件和《内蒙古蒙电华能热电股份有限公司章程》（以下简 称"《公司章程》"）规定，制定本工作细则。 第二条 本细则规定公司独立董事的任职资格、提名、 选举和更换、职责及履职保障。 本细则适用于公司独立董事的工作。 第三条 独立董事是指不在公司担任除董事外的其他 职务，并与公司及公司主要股东、实际控制人不存在直接或 间接利害关系，或者其他可能影响其进行独立客观判断的任 何关系的董事。 第四条 独立董事对公司及全体股东负有诚信和勤勉 义务，应当按照相关法律法规、规范性文件及《公司章程》 的要求，认真履行职责，在董事会中发挥参与决策、监督制 1 衡、专业咨询作用，维护公司整体利益，保护中小股东合法 权益。 第八条 担任公司独立董事应当符合下列基本条 ...

内蒙古蒙电华能热电股份有限公司 董事会专门委员会工作制度 （2025 年 8 月修订） 第一章 总则 董事会各专门委员会任期与董事任期一致，委员任期届 满，连选可以连任。 董事会各专门委员会成员由每届董事会第一次会议选 举产生。每一届董事会任期内如有委员不再担任公司董事职 1 第一条 为规范内蒙古蒙电华能热电股份有限公司(以下 简称"公司"或"上市公司")董事会专门委员会工作，确保 董事会专门委员会的工作效率和科学决策，健全公司的法人 治理结构，根据《中华人民共和国公司法》《中华人民共和 国证券法》《上海证券交易所股票上市规则》《上市公司治理 准则》《上海证券交易所上市公司自律监管指引第 1 号—— 规范运作》《上市公司独立董事管理办法》以及《内蒙古蒙 电华能热电股份有限公司章程》（以下简称"《公司章程》"） 制定本制度。 务，自动失去委员资格，并由董事会根据本制度的规定补足 委员人数。 第二条 董事会各专门委员会是董事会内部设立的专 门工作机构。公司设立董事会战略与 ESG 委员会、审计委员 会、提名委员会以及薪酬与考核委员会。 第二章 一般规定 第三条 公司董事会专门委员会委员由公司董事出任， 由董事会选 ...

内蒙古蒙电华能热电股份有限公司 董事会议事规则（草案） （2025 年 8 月修订） 第一章 总则 第一条 为了进一步规范内蒙古蒙电华能热电股份有 限公司(以下简称"公司")董事会的议事方式和决策程序， 提高董事会的工作效率和规范运作、科学决策水平，健全公 司的法人治理结构，根据《中华人民共和国公司法》《中华 人民共和国证券法》《上海证券交易所股票上市规则》(以下 简称"《上市规则》")《上市公司治理准则》等有关规定以 及《内蒙古蒙电华能热电股份有限公司章程》（以下简称 "《公司章程》"），制定本规则。 第二条 公司董事会依据《公司法》和《公司章程》设 立，对股东会负责。 董事会在《公司法》《公司章程》和股东会赋予的职权 范围内行使职权。董事会实行民主决策和科学决策，维护公 司和全体股东的利益，负责公司发展目标和重大经营活动的 决策。 第二章 董事的产生 第三条 公司董事为自然人。 《公司章程》规定不得担任公司董事的情形的人员，不 1 得担任公司董事（包括独立董事）。 违反本条规定选举、委派董事的，该选举、委派或者聘 任无效。董事在任职期间出现本条情形的，公司股东会通过 法定程序解除其职务。 公司应当和董事签 ...

内蒙古蒙电华能热电股份有限公司 股东会议事规则（草案） （2025 年 8 月修订） 第一章 总则 第一条 为维护内蒙古蒙电华能热电股份有限公司（以 下简称"公司"）股东的合法权益，规范公司行为，保证股 东会依法行使职权，提高股东会议事效率，保证股东会程序 及决议合法性，根据《中华人民共和国公司法》《中华人民 共和国证券法》《上市公司股东会规则》《上市公司治理准则》 《上市公司章程指引》《内蒙古蒙电华能热电股份有限公司 章程》（以下简称"《公司章程》"）及其他有关法律、法 规、规范性文件的规定，特制定本议事规则。 第五条 股东会是公司的权力机构，依法行使《公司章 程》规定的职权。 第二条 公司股东会的召集、召开、表决程序以及股东 会的提案、决议，出席股东会的股东、股东代理人、公司董 事、高级管理人员以及其他列席会议的相关人员，均应当遵 守本规则。 第三条 公司董事会应当严格按照法律、行政法规、《公 司章程》以及本规则关于召开股东会的各项规定组织股东 会，保证股东能够依法行使权力。公司董事会应切实履行职 责，认真按时组织股东会。公司全体董事应勤勉尽责，确保 股东会正常召开和依法行使权力。 第四条 公司召开股东会 ...