恒源煤电临时股东大会法律意见书 安徽天禾律师事务所 关于安徽恒源煤电股份有限公司 2024 年第二次临时股东大会的法律意见书 天律意 2024 第 02639 号 致：安徽恒源煤电股份有限公司 根据《中华人民共和国公司法》（下称"公司法"）、《中华人民共和国证 券法》（下称"证券法"）和中国证券监督管理委员会《上市公司股东大会规则》 （下称"股东大会规则"）的规定，以及贵公司（下称"公司"）与安徽天禾律 师事务所（以下简称"天禾"）签订的《聘请证券事务常年法律顾问合同》，天 禾律师出席公司 2024 年第二次临时股东大会（下称"本次股东大会"）对本次 股东大会相关事项进行见证，并出具法律意见。 为出具本法律意见，天禾律师审查了公司提供的以下文件： 1、《安徽恒源煤电股份有限公司章程》（以下简称"《公司章程》"）； 2、公司 2024 年 10 月 18 日第八届董事会第十次会议决议和会议记录； 3、公司 2024 年 10 月 19 日刊登于《中国证券报》《上海证券报》的第八届 董事会第十次会议决议公告； 4、公司 2024 年 10 月 19 日刊登于《中国证券报》《上海证券报》的召开本 次股东大会通知的公 ...

证券代码：600971 证券简称：恒源煤电 公告编号：2024-042 安徽恒源煤电股份有限公司 2024 年第二次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 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 | 493 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 757,507,752 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 63.1253 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 | 股东类型 | 同意 | | 反对 | | 弃权 | | | --- | --- | --- | --- | --- | --- | --- | | | 票数 | 比例（%） | 票数 | 比例 | 票数 | 比例 | | | | | | （%） | | （%） | | A 股 | 753,610,638 | 99.4855 | ...

Investment Rating - The investment rating for the company is "Outperform the Market" and is maintained [1] Core Views - The company's net profit attributable to shareholders in Q3 2024 was 190 million yuan, showing a year-on-year decline of 64% and a quarter-on-quarter decline of 43%. For the first three quarters, the company achieved revenue and net profit of 5.41 billion yuan and 940 million yuan, respectively, representing a year-on-year decrease of 9.4% and 42.2% [5][6] - The company is participating in a coal exploration rights auction in Shanxi Province, which is expected to secure resource continuity for long-term development. The auction is set to start on November 14, 2024, with a starting price of 10 million yuan [7] - The company is advancing the construction of high-efficiency power generation units and integrating wind and solar energy projects, which is expected to enhance the coal-electricity integration strategy [7] Financial Summary - The company's revenue for 2023 is projected at 7.786 billion yuan, with a year-on-year decrease of 7.2%. The net profit for 2023 is estimated at 2.036 billion yuan, reflecting a year-on-year decline of 19.4% [9][12] - The average selling price of coal for Q3 2024 was 785 yuan per ton, down 5% year-on-year and 12.1% quarter-on-quarter. The unit production cost for Q3 2024 was 603 yuan per ton, up 47.5% year-on-year [6][9] - The company forecasts net profits of 1.217 billion yuan, 1.303 billion yuan, and 1.430 billion yuan for 2024, 2025, and 2026, respectively, with corresponding EPS of 1.01, 1.09, and 1.21 yuan [8][12] Market Performance - The company's stock price closed at 9.85 yuan on November 7, 2024, with a 52-week price range of 8.39 to 14.35 yuan [1] - The company's performance relative to the market index shows a decline of 11.1% over the past month, with a relative performance of -14.3% [2][3]

证券代码：600971 证券简称：恒源煤电 公告编号：2024-041 安徽恒源煤电股份有限公司 关于理财产品到期赎回的公告 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，并对其内容的真实性、准确性和完整性承 担个别及连带责任。 安徽恒源煤电股份有限公司（以下简称"公司"）2024 年 8 月 20 日召开第八届董事会第九次会议审议通过了《关于使用闲置自有 资金开展投资理财业务的议案》，具体内容详见 2024 年 8 月 21 日 在上海证券交易所网站（www.sse.com.cn）披露的《关于使用闲置自 有资金开展投资理财业务的公告》（公告编号：2024-030）。公司于 2024 年 9 月 25 日购买申万宏源龙鼎国债嘉盈新客专享（上市公司） 168 期，具体内容详见 2024 年 9 月 28 日在上海证券交易所网站 （www.sse.com.cn）披露的《关于公司使用闲置自有资金开展投资理 财业务的进展公告》（公告编号：2024-034）。该收益凭证于 2024 年 10 月 29 日到期，2024 年 10 月 31 日赎回，具体赎回情况如下： 一、公司使用闲置 ...

Investment Rating - The report maintains a "Recommended" rating for the company, with expected earnings per share (EPS) of 0.92, 1.06, and 1.20 CNY for the years 2024, 2025, and 2026 respectively, corresponding to price-to-earnings (PE) ratios of 11, 9, and 8 times based on the closing price on October 29, 2024 [4][6]. Core Insights - The company reported a decline in both revenue and profit for the third quarter of 2024, with revenue of 1.515 billion CNY, down 12.42% year-on-year and 17.79% quarter-on-quarter, and a net profit of 186 million CNY, down 63.87% year-on-year and 43.07% quarter-on-quarter [1][3]. - The coal production and sales decreased both year-on-year and quarter-on-quarter in Q3 2024, with raw coal production at 2.3515 million tons, down 7.6% year-on-year and 1.9% quarter-on-quarter, and average coal selling price dropping to 785.28 CNY per ton, down 5.0% year-on-year and 12.1% quarter-on-quarter [3][4]. - The company is actively participating in coal resource auctions and is set to complete the second phase of the Qianyingzi power plant project by the end of 2024, which is expected to increase its power generation capacity significantly [3][4]. Summary by Sections Financial Performance - For the first three quarters of 2024, the company achieved a total revenue of 5.408 billion CNY, a decrease of 9.37% year-on-year, and a net profit attributable to shareholders of 945 million CNY, down 42.15% year-on-year [1][2]. - The average selling price of coal for the first three quarters was 900.77 CNY per ton, down 7.6% year-on-year, while the average selling cost increased by 14.8% to 572.22 CNY per ton [2][3]. Production and Sales - In Q3 2024, the company produced 2.3515 million tons of raw coal, a decrease of 7.6% year-on-year, and sold 1.8066 million tons of coal, down 7.7% year-on-year [3][4]. - The gross profit from coal sales in Q3 2024 was 330 million CNY, a significant decline of 59.7% year-on-year, with a gross margin of 23.27%, down 27.3 percentage points year-on-year [3][4]. Future Outlook - The company expects net profits to be 1.106 billion CNY in 2024, 1.269 billion CNY in 2025, and 1.437 billion CNY in 2026, indicating a gradual recovery in profitability [4][5].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's Q3 performance was negatively impacted by a decline in both coal volume and price, leading to a focus on coal-electricity integration and high dividends [1] - The company reported a revenue of 5.41 billion yuan for the first three quarters of 2024, a year-on-year decrease of 9.4%, and a net profit attributable to shareholders of 940 million yuan, down 42.2% year-on-year [1] - The report anticipates a decline in net profit for 2024-2026, with projections of 1.28 billion yuan, 1.36 billion yuan, and 1.39 billion yuan respectively, reflecting a year-on-year change of -37.3%, +6.5%, and +2.1% [1] Summary by Sections Financial Performance - In Q3 2024, the company achieved a revenue of 1.51 billion yuan, a quarter-on-quarter decrease of 17.8%, and a net profit of 190 million yuan, down 43.1% quarter-on-quarter [1] - The average selling price of coal for the first three quarters was 900.8 yuan/ton, a decrease of 7.6% year-on-year, with Q3 price at 785.3 yuan/ton, down 12.1% quarter-on-quarter [1] - The cost of coal for the first three quarters was 572.2 yuan/ton, an increase of 14.8% year-on-year, with Q3 cost at 602.6 yuan/ton, up 8.6% quarter-on-quarter [1] Growth Potential - The company has irrevocable acquisition rights for multiple coal mine resources, with a total coal production capacity of 10.95 million tons/year [1] - The company's power generation capacity is expected to expand, with a projected increase to 2,766 MW by the end of 2025, representing an 89% increase from the end of 2023 [1] - The company has shown a trend of increasing cash dividends, with a cash dividend of 1.02 billion yuan in 2023 and a dividend payout ratio of 50.1% [1] Valuation Metrics - The company's projected EPS for 2024-2026 is 1.06 yuan, 1.13 yuan, and 1.16 yuan, with corresponding P/E ratios of 9.7, 9.1, and 8.9 [4] - The total market capitalization is 11.88 billion yuan, with a current stock price of 9.90 yuan [2]

Investment Rating - The report maintains a "Buy" rating for the company [3][5]. Core Views - The company's performance in Q3 2024 was below market expectations, with revenue of 1.515 billion yuan, down 12.42% year-on-year and 17.79% quarter-on-quarter. Net profit attributable to shareholders was 186 million yuan, down 63.87% year-on-year and 43.07% quarter-on-quarter [3]. - The decline in coal production and sales, coupled with unexpected cost increases, has impacted profitability. The company has adjusted its earnings per share (EPS) forecasts for 2024-2026 to 1.01, 1.22, and 1.46 yuan respectively [3][5]. - The company’s coal production for the first three quarters of 2024 was 7.29 million tons, up 3.83% year-on-year, while sales volume decreased by 1.06% [3]. - The average selling price of coal in the first three quarters was 901 yuan per ton, down 7.6% year-on-year, while the cost per ton increased by 14.8% to 572 yuan [3]. - The report anticipates that the pressure on performance in Q4 2024 may ease, driven by long-term contracts for coking and thermal coal, and a potential recovery in coal prices due to increased demand from infrastructure projects [3][5]. Financial Summary - Revenue for 2022 was 8,393 million yuan, with a forecasted decline to 7,160 million yuan in 2024, representing an 8.0% decrease [2]. - Net profit attributable to shareholders was 2,527 million yuan in 2022, expected to drop to 1,208 million yuan in 2024, a decrease of 40.7% [2]. - The company's return on equity (ROE) is projected to decline from 19.2% in 2022 to 9.1% in 2024 [2]. - The price-to-earnings (P/E) ratio is expected to rise from 4.70 in 2022 to 9.83 in 2024 [2].

证券代码：600971 证券简称：恒源煤电 公告编号：2024-040 安徽恒源煤电股份有限公司 关于召开 2024 年第三季度业绩说明会的公告 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： 会议召开时间：2024 年 11 月 12 日(星期二) 下午 16:00- 17:00 会议召开地点：上海证券交易所上证路演中心（网址： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2024 年 11 月 05 日(星期二) 至 11 月 11 日(星期 一)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或 通过公司邮箱 283563672@qq.com 进行提问。公司将在说明会上对投 资者普遍关注的问题进行回答。 安徽恒源煤电股份有限公司（以下简称"公司"）已于 2024 年 10 月 30 日发布公司 2024 年三季度报告，为便于广大投资者更全面 深入地了解公司 2024 年三季度经营成果、财务状况，公司计划于 2024 年 11 月 ...

Financial Performance - The company's operating revenue for Q3 2024 was ¥1,514,620,071.12, a decrease of 12.42% compared to the same period last year[2]. - Net profit attributable to shareholders for Q3 2024 was ¥186,291,996.23, down 63.87% year-on-year[2]. - The basic earnings per share for Q3 2024 was ¥0.1552, reflecting a decline of 63.87% compared to the same period last year[3]. - Total operating revenue for the first three quarters of 2024 was CNY 5,407,956,808.86, a decrease of 9.3% compared to CNY 5,967,189,933.20 in the same period of 2023[17]. - The net profit for Q3 2024 was CNY 944,092,322.54, a decrease of 42.2% compared to CNY 1,631,748,086.80 in Q3 2023[18]. - The total profit for Q3 2024 was CNY 1,089,349,425.12, down 43.7% from CNY 1,932,123,403.99 in the same period last year[18]. - The operating profit for Q3 2024 was CNY 1,105,142,183.17, a decline of 42.3% from CNY 1,923,253,501.37 in Q3 2023[18]. Assets and Liabilities - The total assets at the end of the reporting period were ¥20,694,674,790.51, a decrease of 2.67% from the end of the previous year[3]. - Total assets decreased to CNY 20,694,674,790.51 from CNY 21,263,422,183.48, reflecting a decline of approximately 2.68%[16]. - Current liabilities decreased to CNY 5,284,917,668.33, down from CNY 6,072,091,112.28, a reduction of about 13%[15]. - Long-term borrowings increased to CNY 792,320,000.00, up from CNY 565,970,000.00, representing a growth of 39.9%[15]. - The total liabilities decreased to CNY 8,008,133,516.42 from CNY 8,577,520,931.15, a decline of approximately 6.6%[15]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥1,311,428,008.68, down 51.92% year-on-year[2]. - Cash flow from operating activities for the first nine months of 2024 was CNY 1,311,428,008.68, a decrease of 52.1% compared to CNY 2,727,566,375.44 in the same period of 2023[21]. - Cash and cash equivalents at the end of Q3 2024 were CNY 5,866,928,040.63, down from CNY 6,339,368,736.72 at the end of Q3 2023[22]. - The total cash inflow from operating activities for the first nine months of 2024 was CNY 7,559,846,867.13, compared to CNY 8,163,867,332.18 in the same period of 2023[20]. - The total cash outflow from investing activities for the first nine months of 2024 was CNY 1,848,786,103.33, a decrease from CNY 3,307,335,863.49 in the same period of 2023[21]. - The net cash flow from financing activities for the first nine months of 2024 was CNY -1,075,531,253.10, compared to CNY -1,267,345,775.83 in the same period of 2023[21]. - The company reported a decrease in cash flow from operating activities due to increased payments to employees and taxes[21]. Shareholder Information - The total number of common shareholders at the end of the reporting period was 31,640, with the largest shareholder, Anhui Wanbei Coal and Electricity Group Co., Ltd., holding 659,538,889 shares, representing 54.96% of the total shares[8]. - The top ten shareholders did not engage in any share lending activities during the reporting period[9]. - The proportion of shares held by the top ten shareholders remains stable, with no significant changes reported in their holdings[11]. - The company has not identified any related party transactions among its major shareholders[10]. Operating Costs and Expenses - The company reported a significant increase in operating costs, contributing to the decline in net profit[6]. - Total operating costs increased to CNY 4,395,199,688.05, up 6.9% from CNY 4,111,666,116.63 year-on-year[17]. - Research and development expenses rose to CNY 305,726,178.72, an increase of 14.9% compared to CNY 265,909,168.14 in the previous year[17]. Other Information - The company anticipates continued challenges in coal sales revenue impacting future performance[6]. - The company has not disclosed any new product developments or technological advancements in this reporting period[13]. - There are no significant changes in the market expansion or acquisition strategies mentioned in the report[13]. - Non-recurring gains and losses for the year-to-date included a loss of ¥8,111,342.72 from the disposal of non-current assets[4]. - The net profit attributable to shareholders after deducting non-recurring gains and losses for the year-to-date was ¥187,011,379.19, down 63.38% year-on-year[2]. - The weighted average return on equity for Q3 2024 was 1.49%, a decrease of 2.8 percentage points compared to the same period last year[3]. - The company reported an investment income of CNY 92,099,818.83, which is an increase from CNY 67,398,565.90 in the previous year[17]. - The company's accounts receivable increased to ¥121.71 million from ¥83.60 million in the previous year, indicating a growth of approximately 45.6%[12]. - The total trading financial assets were reported at ¥550 million, significantly up from ¥201.85 million at the end of 2023[12]. - The company reported a decrease in monetary funds, which fell by approximately 12.6% compared to the previous year[12].

Investment Rating - The report assigns a "Buy" rating for the company, Hengyuan Coal Power [2][5]. Core Views - The company has a strong coal resource and location advantage, with ongoing construction of thermal power units and green energy initiatives, indicating a promising integrated coal-electricity layout. The high dividend yield enhances its investment value [5]. - The projected net profit for 2024-2026 is estimated at 1.6 billion, 1.7 billion, and 1.73 billion yuan respectively, with corresponding EPS of 1.33, 1.41, and 1.44 yuan per share, suggesting a low PE ratio compared to peers [5][6]. - The company is expected to benefit from stable coal sales, low production costs, and a significant increase in power generation capacity by 2025, which will likely improve profitability [5][19]. Summary by Sections Company Overview - Hengyuan Coal Power is primarily engaged in coal mining, washing, and sales, with a business structure that includes coal as the main focus and electricity as a supplementary sector. The company is controlled by the Anhui State-owned Assets Supervision and Administration Commission [11][12]. Coal Business - The company operates five coal mines with a total approved production capacity of 10.95 million tons per year. The coal products are characterized by low sulfur, low phosphorus, and high calorific value, making them suitable for various industries [19][20]. - The company has a high proportion of long-term coal sales contracts (90%), ensuring stable profitability in its coal business [5][19]. Power Business - As of the end of 2023, the company's thermal power generation capacity is 1,466 MW, with significant projects underway that are expected to increase capacity by 89% by the end of 2025 [5][19]. - The company is also expanding into renewable energy, aligning with national carbon reduction strategies [11][12]. Financial Performance - The company has shown a steady increase in cash flow, with net cash flow from operating activities reaching 3.58 billion yuan in 2023, a year-on-year increase of 19.6% [18][19]. - The dividend payout ratio was 50.1% in 2023, indicating a strong potential for future dividend increases as profitability improves [5][19]. Profitability Metrics - The company's revenue for 2023 was 7.79 billion yuan, a decrease of 7.2% year-on-year, while net profit was 2.04 billion yuan, down 19% year-on-year. However, the gross profit margin remained relatively high at 47% [6][19].