北京市金杜律师事务所 关于晋能控股山西煤业股份有限公司 2025 年第二次临时股东会的 法律意见书 致：晋能控股山西煤业股份有限公司 北京市金杜律师事务所（以下简称本所）接受晋能控股山西煤业股份有限公司 （以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以下简称 中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳门特别行政 区和中国台湾省）现行有效的法律、行政法规、规章、规范性文件（以下统称法律法 规）和现行有效的《晋能控股山西煤业股份有限公司章程》（以下简称《公司章程》） 有关规定，指派律师出席了公司于 2025 年 12 月 25 日召开的 2025 年第二次临时股 东会（以下简称本次股东会），并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 公司 2023 年 8 月 29 日公告的现行有效的《公司章程》； 2. 公司 2025 年 10 月 28 日刊登于 ...

证券代码：601001 证券简称：晋控煤业 公告编号：2025-032 晋能控股山西煤业股份有限公司 2025年第二次临时股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 349 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,121,852,939 | | 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（%） | 67.0283 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由董事会召集，采用现场会议及网络投票相结合方式召开，由公 司董事长李建光先生主持，符合《公司法》及《公司章程》的规定。 (五) 公司董事和董事会秘书的列席情况 (一) 股东大会召开的时间：2025 年 12 月 25 日 (二) 股东大会召开的地点：公司五楼会议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东 ...

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

2023年公司控股子公司色连煤矿将"色连一号矿井"的生产、技术、安全生产管理整体委托给汇永集团运 营管理。色连煤矿与汇永集团签署矿井整体安全生产委托管理合同，协议即将到期。现色连煤矿拟继续 将色连一号矿井委托给汇永集团运营并续签相关合同。 12月24日，市场主要指数震荡收涨，国防军工、电子行业涨幅居前，均涨超2%；农林牧渔、煤炭等板 块逆市下跌，其中，煤炭指数跌0.7%。板块内，云维股份、中国神华、晋控煤业等跌幅居前。 业绩方面，晋控煤业前三季度营业收入及净利润同比均出现下降。公司表示，受煤炭市场阶段性影响， 公司收入减少，前三季度实现营业收入为93.25亿元，同比下降16.99%；归母净利润为12.77亿元，同比 下降40.65%。 进一步统计，近5日，煤炭指数上涨0.85%，板块内，江钨装备近5日涨超13%，涨幅居首；晋控煤业5日 跌幅为3.32%，是表现最差的煤炭股，最新收盘价为13.4元，收盘价创9月17日以来新低。 统计显示，12月12日，晋控煤业发生一笔大宗交易，成交量为56.02万股，成交价为14.3元，成交金额 801.09万元。 晋控煤业12月9日公告称，公司控股子公司内蒙古同煤鄂尔多斯矿业 ...

Core Insights - In 2025, coal prices significantly declined, leading to a return of sector profitability to the lowest levels in the past decade. However, the outlook for 2026 suggests potential demand improvement and limited supply capacity utilization, which may lead to a recovery in coal price levels [2][5][6]. - The report emphasizes that with a clear supply-demand improvement and the presence of both defensive and offensive investment opportunities, the likelihood of success for selected stocks is high. If demand is strong and coal prices improve beyond expectations, attention should be given to currently undervalued stocks with low liquidity and lower profit margins [2][7]. Industry Overview - The coal industry faced a challenging year in 2025, with thermal coal prices dropping from 855 CNY/ton in 2024 to 697 CNY/ton, an 18% decrease. The profitability of the sector fell to the 30th percentile of the past decade due to weak demand driven by warm weather and sluggish manufacturing electricity consumption [5][16]. - Coking coal prices also saw a significant decline, dropping 26% from 2024's 2022 CNY/ton to 1502 CNY/ton, with profitability at the 10th percentile of the past decade. This was primarily due to strong supply, with a 1.5% year-on-year increase in coking coal supply in the first three quarters of 2025 [5][16]. Demand and Supply Dynamics - For thermal coal in 2026, demand improvement is anticipated, with limited supply growth expected. The report identifies three key questions regarding market resilience: whether negative growth in thermal power will become the norm, if domestic supply can be controlled, and whether rising coal prices will increase imports [6][30]. - The report suggests that the central government's focus on controlling "involution" competition will continue to limit supply growth in 2026, despite some new production capacity coming online. Long-term resource depletion may also exert upward pressure on domestic coal prices [6][30]. Investment Recommendations - The report advocates for investment in the coal sector in 2026, highlighting the potential for a bottom reversal. It suggests that the timing for investment should align with capital flows, particularly in the first quarter when there is often a demand for increased allocation to dividend-paying sectors [7][30]. - Recommended stocks include Yanzhou Coal Mining Company and China Shenhua Energy, which are expected to benefit from a recovery in coal prices to a range of 750-800 CNY/ton. Additionally, stocks with significant growth potential and low valuations, such as Huayang Co. and Jinkong Coal Industry, are highlighted as potential targets if demand and price improvements exceed expectations [7][30].

Investment Rating - The report maintains a positive investment outlook for the coal sector, recommending a focus on key players such as China Shenhua Energy, Shaanxi Coal and Chemical Industry, and China Coal Energy, while also keeping an eye on Yanzhou Coal Mining and Jinneng Holding [3]. Core Insights - The coal price is expected to stabilize, with a bottom range projected between 680-700 RMB/ton. The demand is currently at a median level compared to the past five years, and port inventories are showing a downward trend. The report anticipates a rebound in coal prices to over 800 RMB/ton by November [3][4]. - The coal sector is believed to have reached a cyclical bottom in Q2 2025, with a reversal in supply-demand dynamics. A new upward cycle for coal and downstream thermal power demand is expected to begin in the second half of 2026 [3][4]. Summary by Sections Coal Price Trends - As of December 19, 2025, the price of Q5500 coal at Huanghua Port is 721 RMB/ton, down 42 RMB/ton (-5.5%) from the previous week. The price of Q5000 coal at the same port is 620 RMB/ton, also down 42 RMB/ton (-6.3%) [6][12]. - Domestic coal prices are generally declining, while international prices are mixed, with Newcastle coal prices showing a slight increase [41][49]. Supply and Demand Dynamics - Domestic coal supply remains stable, with imports expected to decrease. The report notes that the demand for coal is improving significantly during the off-peak season, with Q3 profits anticipated to rebound [3][4]. - As of December 19, 2025, the total inventory of coking coal at three major ports is 279.7 million tons, down 7.1% from the previous week [58]. Long-term Contracts and Pricing - The annual long-term contract price for Q5500 coal at Northern Ports is 694 RMB/ton, reflecting a month-on-month increase of 10 RMB/ton (1.5%) [34]. - The report indicates that the long-term contract prices for coking coal have remained stable compared to the previous week [59]. Key Market Events - The report highlights significant developments in coal transportation infrastructure in Inner Mongolia, which is expected to enhance coal logistics efficiency and capacity [81]. - It also notes that coal prices have continued to decline in early December, with various types of coal experiencing price drops [81].

Investment Rating - The industry investment rating is "Buy" for several companies including China Coal Energy, China Shenhua, and Jinneng Holding Coal Industry [3][8]. Core Viewpoints - Australia's electricity demand is projected to double by 2050, necessitating a twofold increase in coal power capacity to ensure supply during the transition period. Total electricity demand is expected to rise from 205 billion kWh to 389 billion kWh by the fiscal year 2049-50, with significant contributions from high-energy industries such as industrial electrification and data centers [2][3]. - Current coal power capacity in Australia has decreased from approximately 30,000 MW to about 21,000 MW, with aging units averaging over 40 years of operation. Non-scheduled outages are expected to reach 7% of total operating time from 2027 to 2035, indicating a critical need for coal power to maintain grid stability during the transition to renewable energy [3][8]. Summary by Sections Industry Overview - The report highlights a significant decline in Australia's coal power capacity and the urgent need for expansion to meet future electricity demands. The transition to renewable energy sources is progressing but faces substantial gaps in implementation [2][3][8]. Key Companies - Recommended companies include: - Yancoal Australia (Buy) - Jinneng Holding Coal Industry (Buy) - China Coal Energy (Buy) - China Shenhua (Buy) - Shaanxi Coal and Chemical Industry (Buy) - Huainan Mining (Buy) - China Qinfa (Buy) [3][8]. Price Trends - Coal prices have shown mixed trends, with Newcastle coal prices at $105 per ton, down by $2.75 per ton (-2.55%), while European ARA coal prices increased slightly to $96.21 per ton, up by $0.64 per ton (+0.67%) [1][3][36].

Core Viewpoint - Jinko Coal Industry's stock price has experienced a decline of 2.01% on December 22, with a current price of 13.68 CNY per share and a total market capitalization of 22.896 billion CNY. The company has seen a year-to-date stock price increase of 5.92%, but a recent decline over the past five days of 5.33% [1] Group 1: Financial Performance - For the period from January to September 2025, Jinko Coal Industry reported a revenue of 9.325 billion CNY, representing a year-on-year decrease of 16.99%. The net profit attributable to shareholders was 1.277 billion CNY, down 40.65% compared to the previous year [2] - Since its A-share listing, Jinko Coal Industry has distributed a total of 6.083 billion CNY in dividends, with 3.640 billion CNY distributed over the last three years [3] Group 2: Shareholder and Market Activity - As of November 20, 2025, the number of shareholders for Jinko Coal Industry was 53,000, a decrease of 8.62% from the previous period. The average number of circulating shares per person increased by 9.43% to 31,579 shares [2] - The top ten circulating shareholders include notable entities such as Guotai Junan CSI Coal ETF, which holds 33.2232 million shares, an increase of 20.2405 million shares from the previous period. Other significant shareholders have seen changes in their holdings, with some reducing their positions [3]

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].

附件 8：对外捐赠管理制度 .................................130 目 录 晋能控股山西煤业股份有限公司二〇二五年第二次临时股东会会议资料 晋能控股山西煤业股份有限公司 二○二五年第二次临时股东会会议资料 二○二五年十二月 晋能控股山西煤业股份有限公司二〇二五年第二次临时股东会会议资料 | 一、会议须知 | 1 | | --- | --- | | 二、会议议程 | 3 | | 三、会议议案 | | | 议案 | 1：关于取消监事会并修订《公司章程》的议案 5 | | 议案 | 2：关于修订《股东会议事规则》的议案 7 | | 议案 | 3：关于修订《董事会议事规则》的议案 8 | | 议案 | 4：关于修订公司相关治理制度的议案 9 | | 议案 | 5：关于审议公司与晋能控股集团财务公司签署《金融服务协议》 | | 的议案 | 10 | | 议案 | 6：关于预计 2026 年度日常关联交易的议案 12 | | 四、会议附件 | | | 附件 | 1：章程修订对照表 20 | | 附件 | 2：股东会议事规则 61 | | 附件 | 3：董事会议事规则 72 | | 附件 ...