安徽天禾律师事务所 淮北矿业 2025年第二次临时股东会法律意见书 安徽天天律师事务所 关于淮北矿业控股股份有限公司 淮北矿业 2025 年第二次临时股东会法律意见书 关于淮北矿业控股股份有限公司 2025 年第二次临时股东会 的法律意见书 地址: 安徽省合肥市怀宁路 288 号置地广场 A 座 34-35 楼 电话:(0551) 2642792 传真:(0551) 2620450 = 安徽天禾律师事务所 2025 年第二次临时股东会 的法律意见书 天律意 2025 第 03540 号 致:淮北矿业控股股份有限公司 根据《中华人民共和国证券法》(下称"《证券法》")、《中华人民共和国公司 法》(下称"《公司法》")、《上市公司股东会规则》和《淮北矿业控股股份有限公 司章程》(下称"《公司章程》")的有关规定,安徽天禾律师事务所接受淮北矿业 控股股份有限公司(以下简称"公司")的委托,指派章钟锦、陶闰岳律师(以 下简称"天禾律师")见证公司 2025年第二次临时股东会(以下简称"本次股东 会"),并出具法律意见书。 本法律意见书是天禾律师根据对有关本次股东会事实的了解及对我国现行 法律、法规和规范性文件的理解而 ...

Core Viewpoint - Huabei Mining's stock has experienced a decline of 14.56% this year, with significant net outflows of capital and a decrease in both revenue and net profit for the year 2025 [1][2]. Group 1: Stock Performance - On December 22, Huabei Mining's stock fell by 2.07%, trading at 11.38 yuan per share, with a total market capitalization of 30.649 billion yuan [1]. - The stock has seen a trading volume of 1.55 billion yuan, with a turnover rate of 0.50% [1]. - Year-to-date, the stock has decreased by 14.56%, with recent declines of 0.78% over the last five trading days, 8.59% over the last 20 days, and 10.25% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to September 2025, Huabei Mining reported a revenue of 31.841 billion yuan, a year-on-year decrease of 43.81%, and a net profit attributable to shareholders of 1.07 billion yuan, down 74.14% year-on-year [2]. - Cumulative cash dividends since the A-share listing amount to 13.156 billion yuan, with 7.318 billion yuan distributed over the last three years [3]. Group 3: Shareholder Information - As of December 10, 2025, the number of Huabei Mining shareholders increased to 43,400, a rise of 15.58%, while the average circulating shares per person decreased by 13.48% to 62,055 shares [2]. - The second-largest circulating shareholder is Guotai Zhongxin Coal ETF, holding 42.6809 million shares, marking a new entry [3]. - Hong Kong Central Clearing Limited is the fourth-largest shareholder, with an increase of 2.1386 million shares, totaling 30.5931 million shares [3].

Group 1: Price Outlook - The "anti-involution" policy is expected to catalyze a rebound in coal prices, with a stable increase anticipated in 2026. In 2025, coal prices experienced a low-to-high trend, with the lowest price for Qinhuangdao 5500 kcal thermal coal dropping to 610 CNY/ton in June and rebounding to 813 CNY/ton by December 1 [4][24] - The annual price range for China's coking coal index fluctuated between 1100 and 1570 CNY/ton in 2025, with a significant increase of 37.14% from the lowest point in June to the highest in November [4][21] Group 2: Domestic Supply - The "anti-involution" policy will promote industry self-discipline and stricter safety regulations, potentially leading to a decline in domestic coal production due to the exit of pre-registered increased capacity in 2026 [5][30] - The National Energy Administration's notification in July 2025 mandated that coal mines' annual output must not exceed announced capacity, contributing to a tightening of coal supply [5][31] - The coal import volume in 2025 is expected to decrease, with a total of 432 million tons imported from January to November, marking an 11% year-on-year decline [5][34] Group 3: Demand Dynamics - Thermal power is expected to play a stabilizing role, with resilient demand anticipated during the 14th Five-Year Plan period. The cumulative thermal power generation from January to October 2025 was 52130.5 billion kWh, showing a slight decline of 0.19% year-on-year [6][45] - The development of AI computing power is projected to drive significant growth in new electricity demand, with electricity consumption in the power sector expected to increase due to sustained demand for thermal coal [6][59] Group 4: Market Value Management - The implementation of market value management assessments is expected to weaken industry cycles, with high dividend payouts reflecting mid-to-long-term investment value. The China Securities Regulatory Commission has encouraged cash dividends and improved investor returns since late 2023 [7][60] - Major coal companies are responding to initiatives to enhance shareholder returns, with companies like China Shenhua and China Coal Energy committing to high dividend payouts, with ratios expected to remain above 65% [7][61] Group 5: Investment Recommendations - The "anti-involution" policy is anticipated to lead to self-discipline in the industry and a stable increase in coal prices. The coal sector is viewed as a stable high-dividend investment, suitable for providing solid returns [9][64] - Recommended stocks include leading coal companies with strong resource endowments and stable dividend policies, such as China Shenhua A+H, China Coal Energy A+H, and Yanzhou Coal Mining A+H [9][64]

Investment Rating - The report maintains an "Overweight" rating for the coal industry [2][5]. Core Views - The coal market is expected to stabilize as supply tightens and demand rebounds, driven by seasonal factors and production adjustments [7][8]. - China Shenhua's acquisition of significant assets is projected to enhance its coal production capacity and resource reserves substantially [8]. - The investment strategy suggests a focus on undervalued stocks with high dividend yields and growth potential in the coal sector [8]. Summary by Sections 1. Industry Overview - The coal industry comprises 37 listed companies with a total market capitalization of 1,875.44 billion yuan and a circulating market value of 1,839.35 billion yuan [2]. 2. Coal Price Tracking - Recent trends indicate a divergence in coal prices, with coking coal stabilizing upwards while thermal coal prices are under pressure due to weak demand [7][8]. - As of December 19, 2025, the price of thermal coal at the port was 708 yuan/ton, reflecting a week-on-week decrease of 42 yuan/ton [8]. 3. Supply and Demand Dynamics - Coal production in November 2025 was 42,679 million tons, a year-on-year decrease of 0.5% but a month-on-month increase of 4.93% [7]. - The report highlights that the demand for electricity coal has been affected by warmer weather, leading to a decrease in daily coal consumption [7]. 4. Key Company Insights - China Shenhua's acquisition plan involves purchasing multiple coal and energy assets for a total consideration of 1,335.98 billion yuan, significantly increasing its coal production capacity by approximately 230 million tons per year [8]. - Other companies such as Yancoal Energy and Shanxi Coking Coal are also highlighted for their growth potential and dividend policies [13]. 5. Investment Recommendations - The report recommends a strategy of buying undervalued stocks with strong dividend yields, such as China Shenhua, Zhongmei Energy, and Xinji Energy, while also focusing on companies with significant production capacity growth [8][13].

证券日报网讯12月19日，淮河能源（600575）在互动平台回答投资者提问时表示，公司未向淮北矿业 （600985）集团购买不限煤炭矿机设备等产品和服务。 ...

Investment Rating - The report maintains a "Buy" rating for the coal mining industry, emphasizing potential investment opportunities in the U.S. energy sector driven by AI and market dynamics [5][40]. Core Insights - The report highlights a dual weakness in supply and demand for coal in November 2025, with a year-on-year decline in raw coal production of 0.5% and a projected annual increase in thermal coal production to approximately 3.88 billion tons, albeit with a narrowing growth rate of 1.4% [1][13]. - Coal imports in November 2025 decreased by 19.9% year-on-year, totaling 44.05 million tons, with an expected annual import level of around 38 million tons, reflecting a 6.4% decline [2][19]. - The report notes a 4.2% year-on-year decline in thermal power generation in November, contrasting with a 2.7% increase in overall industrial power generation [3][22]. - The U.S. coal market is anticipated to experience a historic reversal due to low inventory levels, explosive demand growth, and a rigid supply decline, with coal demand driven primarily by electricity generation [41]. Summary by Sections Production - In November 2025, the raw coal production was 430 million tons, showing a 0.5% year-on-year decline, while the daily average production was 14.23 million tons [1][13][12]. - For the first eleven months of 2025, the cumulative raw coal production reached 4.4 billion tons, reflecting a 1.4% year-on-year increase [1][13]. Imports - Coal imports in November 2025 were 44.05 million tons, down 19.9% from the previous year, with a total of 431.68 million tons imported from January to November, marking a 12.0% decline [2][19][20]. Demand - The report indicates a 4.2% year-on-year decrease in thermal power generation in November, with total industrial power generation increasing by 2.7% [3][22]. - The crude steel production in November 2025 was 6.987 million tons, down 10.88% year-on-year [3][32]. Investment Recommendations - The report emphasizes the importance of focusing on investment opportunities in the energy sector driven by AI, recommending companies such as China Shenhua, China Coal Energy, and Yanzhou Coal Mining [40][8]. - It also highlights the potential for significant growth in U.S. coal demand due to the increasing electricity needs of data centers, predicting a compound annual growth rate of 21% from 2024 to 2030 [41].

Core Viewpoint - Huabei Mining's stock price has shown volatility, with a recent increase of 2.04% but a year-to-date decline of 13.59%, indicating potential investment opportunities and risks in the coal mining sector [1][2]. Company Overview - Huabei Mining Co., Ltd. is located in Huabei City, Anhui Province, established on March 18, 1999, and listed on April 28, 2004. The company engages in the sale of civil explosive products, blasting engineering services, coal mining, washing, processing, and sales, as well as the production and sales of coal chemical products [1]. - The main revenue sources for Huabei Mining are: commodity trading (39.15%), coal products (26.23%), coal chemical products (20.81%), engineering and labor services (3.55%), blending business (2.55%), electricity sales (1.99%), and other services [1]. Financial Performance - For the period from January to September 2025, Huabei Mining reported a revenue of 31.841 billion yuan, a year-on-year decrease of 43.81%, and a net profit attributable to shareholders of 1.07 billion yuan, down 74.14% year-on-year [2]. - The company has distributed a total of 13.156 billion yuan in dividends since its A-share listing, with 7.318 billion yuan distributed in the last three years [3]. Shareholder Information - As of December 10, 2025, Huabei Mining had 43,400 shareholders, an increase of 15.58% from the previous period, with an average of 62,055 circulating shares per shareholder, a decrease of 13.48% [2]. - The top shareholders include Guotai Zhenzheng Coal ETF, which holds 42.681 million shares, and Hong Kong Central Clearing Limited, which has increased its holdings [3].

（文章来源：证券日报） 证券日报网讯 12月16日，淮北矿业在互动平台回答投资者提问时表示，截至2025年12月10日，公司股 东总户数为43401户。 ...

Investment Rating - The report maintains a "Recommended" rating for the coal mining industry [1] Core Insights - The coal mining industry is experiencing a mixed supply and demand scenario, with production and imports declining, while coal prices are on the rise due to seasonal demand and supply constraints [14][21] - The report highlights the resilience of major coal companies, emphasizing their strong cash flow and profitability, which positions them well for future growth despite market fluctuations [14] Supply Side Summary - Coal production in November 2025 was 430 million tons, a year-on-year decrease of 0.5%, but the decline was less severe than in October [20][21] - Coal imports fell by 19.87% year-on-year in November, with a total of 44.05 million tons imported, reflecting supply chain disruptions and high base effects from the previous year [9][28] - Overall coal supply in November showed a year-on-year decline of 2.3%, but the rate of decline narrowed compared to October [28] Demand Side Summary - The demand for coal is being negatively impacted by a 4.2% year-on-year decline in thermal power generation in November, contrasting with a 7.3% increase in October [10][29] - Chemical and metallurgical sectors are showing positive contributions to coal consumption, with chemical industry coal usage increasing by 8.22% year-on-year [12][41] Inventory Summary - Power plants are replenishing their coal inventories, with significant increases noted in November, while upstream coal inventories remain low [13][14] - The inventory levels for coking coal are also rising but are still considered low overall [13] Price Summary - The average price of thermal coal at northern ports rose to 822 RMB per ton in November, reflecting a month-on-month increase of 10% [13] - The report anticipates that coal prices may stabilize due to seasonal demand and supply adjustments, despite the ongoing fluctuations [14] Investment Recommendations - The report suggests focusing on robust coal companies such as China Shenhua, Shaanxi Coal and Chemical Industry, and others, which are expected to perform well in the current market environment [15][14] - It highlights the investment value of coal stocks due to their high dividends and cash flow characteristics, recommending a strategic approach to investing in the sector [14]

Core Insights - The report maintains a "recommended" investment rating for the coal mining industry, highlighting a tightening supply and expected demand release during winter, which is anticipated to stabilize coal prices within a reasonable range [1][2]. Policy Impact - The 2025 coal industry policies focus on "ensuring supply and stabilizing prices" and "controlling production and improving quality," with measures to enhance supply resilience and promote industry transformation towards carbon neutrality [6][11]. - The implementation of the overproduction inspection policy in July 2025 aims to curb excessive competition and stabilize coal prices, which had been under pressure earlier in the year [12][11]. Supply and Demand Analysis - For thermal coal, supply is expected to contract while demand is projected to grow, with coal production growth slowing down and imports anticipated to decline by about 10% in 2025 [6][35]. - The demand for thermal coal is expected to remain stable, supported by a potential cold winter and increased electricity consumption during peak seasons [38][39]. Price Dynamics - The report indicates that the price of thermal coal is likely to recover due to a combination of supply constraints and seasonal demand increases, with the price expected to rise from approximately 620 CNY/ton in July 2025 to around 820 CNY/ton by November 2025 [18][6]. Coking Coal Outlook - Coking coal, being a scarce resource, is expected to see limited supply growth, but demand may rebound due to recovery in the real estate and infrastructure sectors, which could stimulate steel production and, consequently, coking coal consumption [6][42]. - The report emphasizes that coking coal prices are more elastic and could see significant growth potential in response to demand recovery [6][7]. Investment Strategy - The coal sector is viewed as having long-term investment value, driven by both dividend and cyclical factors, with recommendations to focus on leading companies with strong dividend yields and potential for growth [7][6]. - Key companies to watch include China Shenhua and Shaanxi Coal and Chemical Industry for stable dividends, and Yanzhou Coal Mining, Lu'an Environmental Energy, and Huaibei Mining for their market-driven growth potential [7][6].