中国神华能源股份有限公司 关于发行股份及支付现金购买资产 并募集配套资金暨关联交易事项的进展公告 证券代码：601088 证券简称：中国神华 公告编号：临 2025-067 截至本公告披露日，本次交易的中介机构已进场开展尽职调查工作，本次交 易相关的审计、评估等工作正在有序推进中。公司将根据本次交易的进展情况， 按照相关法律法规的规定履行后续审议程序与信息披露义务。 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。 一、本次交易的基本情况 中国神华能源股份有限公司（"公司"）拟发行 A 股股份及支付现金购买 控股股东国家能源投资集团有限责任公司持有的煤炭、坑口煤电以及煤制油煤制 气煤化工等相关资产并于 A 股募集配套资金（"本次交易"）。根据《上市公 司重大资产重组管理办法》等相关法律法规的规定，本次交易构成关联交易，预 计不构成重大资产重组，本次交易不会导致公司实际控制人变更。 二、本次交易的进展情况 根据上海证券交易所有关规定，公司 A 股股票于 2025 年 8 月 4 日（星期一） 开市起停牌，具体内容详见公司 2025 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之 內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示 概不就因本公告全部或任何部份內容而產生或因倚賴該等內容而引 致之任何損失承擔任何責任。 ( 在中華人民共和國註冊成立的股份有限公司 ) (股份代碼:01088) 海外監管公告 本公告乃根據香港聯合交易所有限公司證券上市規則第 13.10B 條而 做出。 茲載列中國神華能源股份有限公司於 2025 年 11 月 8 日在上海證券交 易所網站(www.sse.com.cn)刊登的「關於發行股份及支付現金購買資 產並募集配套資金暨關聯交易事項的進展公告」文件，僅供參閱。 承董事會命 中國神華能源股份有限公司 總會計師、董事會秘書 宋靜剛 北京，2025 年 11 月 7 日 於本公告日期，董事會成員包括執行董事張長岩先生，非執行董事康 鳳偉先生及李新華先生，獨立非執行董事袁國強博士、陳漢文博士及 王虹先生，職工董事焦蕾女士。 1 二、本次交易的进展情况 根据上海证券交易所有关规定，公司 A 股股票于 2025 年 8 月 4 日（星期一） 开市起停牌，具体内容详见公司 2025 年 8 月 2 ...

Investment Rating - The report maintains a rating of "Buy" for several key companies in the coal mining sector, including Yanzhou Coal Mining Company, China Shenhua Energy, and others [5][12]. Core Insights - Global energy investment is projected to reach $3.3 trillion in 2025, marking a 2% increase from 2024, with a significant shift towards clean energy investments outpacing fossil fuels [1][4]. - The report highlights that while clean energy investments are surging, challenges such as grid bottlenecks, supply chain pressures, and regional imbalances pose significant risks to the energy transition [1][4]. - The focus of energy investments is irreversibly shifting towards clean energy, with the modernization of the grid, supply chain resilience, and financing in emerging markets being critical for successful transition [4][56]. Summary by Sections 1. Power Investment - Global power investment is expected to reach a record $1.5 trillion in 2024, driven by low-emission power, grid, and battery storage investments [16]. - Solar energy faces financial pressures due to overcapacity, while wind energy remains stable, and nuclear power is experiencing a revival [20][21]. - Grid investment is lagging behind renewable energy deployment, with significant bottlenecks in supply chains and labor shortages [48][49]. 2. Energy Supply - Fossil fuel supply investment is expected to decline by 2% in 2025, marking the first decrease since 2020, primarily due to falling oil prices and rising costs [2][56]. - Coal investment is at a record high driven by China and India, although growth rates are slowing [56][59]. - Investment in low-carbon technologies is robust, with liquid biofuels and low-emission hydrogen expected to see a 30% increase in 2025 [57]. 3. Terminal Demand - Electrification is accelerating, with significant investments in the transportation sector, while building investments are stagnating due to policy rollbacks and cost pressures [3][55]. - Industrial energy efficiency is rebounding in China and the U.S., but global low-emission steel investments are contracting significantly [3][55]. 4. Investment Strategy - The report recommends focusing on companies that are well-positioned in the coal mining sector, particularly those with strong performance metrics [9][12].

Core Insights - The Hong Kong Stock Connect Central State-Owned Enterprises Dividend ETF (520660) has seen a 1.02% increase, marking a potential three-day winning streak with a trading volume of 45.99 million yuan [1] - As of November 6, the ETF's latest scale reached a record high since its inception, with a total net inflow of 123 million yuan over the past ten trading days [1] - China Shenhua has announced a significant cash dividend distribution of approximately 19.5 billion yuan, representing 79% of the company's mid-term net profit attributable to shareholders [1] Group 1 - The Hong Kong Stock Connect Central State-Owned Enterprises Dividend ETF (520660) is closely tracking the CSI National State-Owned Enterprises Dividend RMB Mid-Price Index, which selects stable dividend-paying companies from the State-owned Assets Supervision and Administration Commission's list [2] - The top ten weighted stocks in the index include major companies such as China Petroleum, China Shenhua, and China Mobile, reflecting a focus on high dividend yield state-owned enterprises [2] Group 2 - In the first half of 2025, insurance funds accelerated their allocation to dividend stocks, with an increase of nearly 320 billion yuan, surpassing the total allocation for the previous year [2] - The insurance sector is facing challenges due to rising valuations and declining dividend yields, prompting a shift from a "buy and hold" strategy to a more selective approach [2] - It is estimated that the industry is still under-allocated in dividend stocks by 800 billion to 1.6 trillion yuan, with potential completion of this allocation in the next two to three years [2]

Core Points - The Shanghai Composite Index rose by 0.97%, with 63 stocks reaching all-time highs today [1] - Among the tradable A-shares, 2880 stocks increased in price, accounting for 53.00%, while 2388 stocks decreased, making up 43.95% [1] - The average price of stocks that reached new highs was 71.23 yuan, with 10 stocks priced over 100 yuan and 13 stocks priced between 50 and 100 yuan [1][2] Stock Performance - The average increase for stocks that reached new highs was 5.55%, with notable gainers including Yuanjie Technology (up 16.44%) and Haike New Source (up 16.23%) [1][2] - The highest closing price was recorded by Yuanjie Technology at 616.53 yuan, followed by Tuojing Technology at 328.00 yuan and Demingli at 247.14 yuan [1][2] Market Capitalization and Fund Flow - The average total market capitalization of stocks reaching new highs was 465.33 billion yuan, with an average circulating market capitalization of 406.35 billion yuan [2] - Major stocks by total market capitalization included China Shenhua (7254.41 billion yuan), Sunshine Power (4258.38 billion yuan), and TBEA (1285.43 billion yuan) [2] - There was a net inflow of 12.21 billion yuan into stocks reaching new highs, with significant inflows into Sunshine Power (8.42 billion yuan) and Demingli (7.34 billion yuan) [2] Industry Insights - The industries with the most stocks reaching new highs included power equipment, electronics, and machinery, with 17, 11, and 7 stocks respectively [1] - Stocks with frequent new highs over the past month included Xiangnong Chip Creation (11 times), CITIC Metal (11 times), and China Shenhua (9 times) [2]

Core Viewpoint - The coal prices are expected to continue to decline year-on-year until the third quarter of 2025, but there has been a significant recovery in coal prices on a quarter-on-quarter basis in Q3 2025, leading to improved performance for coal companies. The supply constraints from production policies and the upcoming winter demand are expected to support coal prices, indicating a potential bottoming out of coal company performance [1][10]. Summary by Sections Coal Price and Company Performance - In Q3 2025, coal prices showed a significant quarter-on-quarter recovery, with Qinhuangdao power coal (Q5500, Shanxi origin) averaging 672 RMB/ton, up 6.47%, and Beijing-Tangshan coking coal averaging 1562 RMB/ton, up 18.76% [2]. - The 28 coal companies monitored by Guotai Junan achieved a total revenue of 302.30 billion RMB in Q3 2025, a quarter-on-quarter increase of 11%, and a net profit attributable to the parent company of 31.61 billion RMB, up 21% [2]. - Year-to-date performance for these companies showed a total revenue of 856.22 billion RMB, down 15.5% year-on-year, and a net profit of 113.46 billion RMB, down 28.1% year-on-year [3]. Cost and Expense Analysis - Total expenses for the 28 coal companies decreased by 3.1% year-on-year to 60.77 billion RMB in the first three quarters of 2025, with management expenses down 5.6% [4]. - The expense ratio increased to 12.20%, up 1.24 percentage points year-on-year, influenced by the decline in revenue [4]. Cash Flow and Debt - Operating cash flow for the 28 coal companies totaled 179.73 billion RMB, down 21% year-on-year, while interest-bearing debt increased by 21.46% to 573.07 billion RMB [8]. - The average asset-liability ratio was 51.3%, a slight decrease of 0.2 percentage points year-on-year [8]. Inventory and Receivables - The average accounts receivable turnover days increased to 31 days, up 19.5% year-on-year, indicating weakened collection capabilities [9]. - Inventory turnover days also increased to 28 days, reflecting a 20% year-on-year rise [9]. Investment Recommendations - The coal sector is characterized by low valuations, high dividend yields, and strong cash flow, presenting a bottoming investment opportunity [10][11]. - Key companies to watch include China Shenhua, Shaanxi Coal, and China Coal Energy, among others, categorized by stability and elasticity in coal prices [12].

Investment Rating - The report maintains a "Recommended" rating for the coal mining industry [1] Core Views - In Q3 2025, coal prices rebounded significantly, leading to a notable improvement in the performance of major listed coal companies. The average price of Qinhuangdao port thermal coal (Q5500, Shanxi origin) was 672 RMB/ton, up 6.47% quarter-on-quarter, while the average price of Jingtang port coking coal (Shanxi origin) was 1562 RMB/ton, up 18.76% quarter-on-quarter [4][9] - The report highlights that the performance of 28 key coal companies improved significantly in Q3 2025, with total operating revenue reaching 302.296 billion RMB, up 11% quarter-on-quarter, and net profit attributable to the parent company reaching 31.612 billion RMB, up 21% quarter-on-quarter [4][29] - The report suggests that the coal mining industry is showing signs of recovery, with the potential for sustained price strength due to seasonal demand and supply constraints [9][10] Summary by Sections 1. Overview of Q3 2025 - Coal prices rebounded in Q3 2025, driven by increased demand for thermal power amid summer electricity usage, while domestic production contracted due to safety regulations and weather conditions [4][9] - The average price of Qinhuangdao port thermal coal in Q3 2025 was 672 RMB/ton, a year-on-year decrease of 20.71%, while the average price of Jingtang port coking coal was 1562 RMB/ton, down 32.5% year-on-year [4][18] 2. Performance of Key Coal Companies - The 28 key coal companies reported a total operating revenue of 856.215 billion RMB for the first three quarters of 2025, a year-on-year decrease of 15.5%, and a net profit of 113.462 billion RMB, down 28.1% year-on-year [5][26] - In Q3 2025, the net profit attributable to the parent company for these companies was 31.612 billion RMB, reflecting a quarter-on-quarter increase of 21.4% [29] 3. Financial Metrics - The report indicates that the operating cash flow of the 28 coal companies decreased by 21% year-on-year to 179.734 billion RMB, while the average asset-liability ratio was 51.3%, a slight decrease of 0.2 percentage points year-on-year [8][9] - The average sales gross margin for these companies was 22.8%, down 7.9 percentage points year-on-year, and the average net profit margin was 4.6%, down 6.4 percentage points year-on-year [7][9] 4. Investment Strategy - The report emphasizes the value of the coal sector, suggesting that the current low valuation and high dividend yield present a good investment opportunity. It recommends focusing on companies with strong fundamentals and cash flow [9][10] - Key companies to watch include China Shenhua, Shaanxi Coal and Chemical Industry, and Yanzhou Coal Mining Company, among others [10][11]

Group 1: Market Overview - The A-share coal sector has seen significant gains, with stocks like Antai Group and Baotailong hitting the daily limit, driven by increased winter coal demand and supply constraints [1] - The coal price is expected to continue rising due to a tightening supply side and increasing demand as winter approaches, potentially reversing the current oversupply situation [1][3] Group 2: Demand Drivers - The La Niña phenomenon is predicted to lead to a colder winter, increasing coal demand for heating by over 15% [2] - Abnormal weather patterns have already activated coal demand, with northern regions experiencing early heating needs and southern regions facing high temperatures [2] - Coastal power plants have seen a more than 15% year-on-year increase in daily coal consumption, with average daily power generation from coal-fired plants rising by 10.7% [2] Group 3: Supply Constraints - The National Energy Administration's checks on coal mine overproduction have led to a gradual reduction in supply, with August's coal output down 3.2% year-on-year [3] - The total coal production for the year is expected to decrease by 50 million tons, with December's supply gap projected to reach 15 to 20 million tons, the largest monthly gap of the year [4] Group 4: Leading Companies - China Shenhua has significant coal reserves, with 3.436 billion tons of coal resources and a mining lifespan exceeding 50 years, supported by high-quality coal from its core mining area [6] - Shaanxi Coal's coal resources amount to 1.7931 billion tons, with over 70 years of mining potential, primarily consisting of high-quality coal suitable for various industries [6] - Yanzhou Coal Mining Company has a robust production capacity of 160 million tons per year, with a projected 2024 coal output of 142 million tons, reflecting a year-on-year increase [7]

Market Overview - The Investment Clock Index (399391) closed at 3348.13 points, up 0.03%, with a trading volume of 78.792 billion yuan and a turnover rate of 0.81% [1] - Among the index constituents, 71 stocks rose while 28 stocks fell, with Guocheng Mining leading the gainers at a 9.42% increase and Dalian Shengya leading the decliners at a 9.99% decrease [1] Top Constituents - The top ten constituents of the Investment Clock Index are as follows: - Kweichow Moutai (sh600519) holds a weight of 16.68% and closed at 1420.08 yuan, down 0.62% with a market cap of 1778.324 billion yuan [1] - China Merchants Bank (sh600036) has a weight of 15.74%, closing at 42.80 yuan, down 0.49% with a market cap of 1079.409 billion yuan [1] - Yunnan Tin Company (sh601899) has a weight of 7.34%, closing at 29.01 yuan, up 0.80% with a market cap of 771.015 billion yuan [1] - Wuliangye Yibin (sz000858) has a weight of 5.26%, closing at 116.18 yuan, down 0.84% with a market cap of 450.965 billion yuan [1] - Hengrui Medicine (sh600276) has a weight of 4.84%, closing at 61.96 yuan, up 0.06% with a market cap of 411.241 billion yuan [1] - Gree Electric Appliances (sz000651) has a weight of 4.03%, closing at 39.72 yuan, up 0.03% with a market cap of 222.488 billion yuan [1] - Yili Industrial Group (sh600887) has a weight of 3.04%, closing at 27.25 yuan, up 0.66% with a market cap of 172.366 billion yuan [1] - Northern Rare Earth (sh600111) has a weight of 2.49%, closing at 47.77 yuan, down 2.71% with a market cap of 172.692 billion yuan [1] - Fuyao Glass (sh600660) has a weight of 2.35%, closing at 67.18 yuan, up 0.77% with a market cap of 175.323 billion yuan [1] - Jilin Chemical (sz000568) has a weight of 2.31%, closing at 132.17 yuan, down 0.70% with a market cap of 194.548 billion yuan [1] Capital Flow - The net outflow of main funds from the index constituents totaled 677 million yuan, while retail investors saw a net inflow of 708 million yuan [3] - Detailed capital flow for selected stocks includes: - China Zhongjin (601888) saw a main fund net inflow of 36.4 million yuan, while retail funds had a net outflow of 93.414 million yuan [3] - Jiangxi Copper (600362) had a main fund net inflow of 18.2 million yuan, with retail funds experiencing a net outflow of 70.3612 million yuan [3] - Weichai Power (000338) had a main fund net inflow of 13.5 million yuan, while retail funds had a net inflow of 1.60758 million yuan [3] - Giant Network (002558) had a main fund net inflow of 11.8 million yuan, with retail funds experiencing a net outflow of 65.0268 million yuan [3] - China Coal Energy (601898) had a main fund net inflow of 11.7 million yuan, while retail funds had a net outflow of 79.0666 million yuan [3]

Core Insights - A total of 77 stocks in the Shanghai and Shenzhen markets have experienced net inflows of main funds for five consecutive days or more as of November 5, with Cambricon Technologies (寒武纪-U) leading with 50 days of continuous inflow [1] - The total net inflow of main funds for Cambricon Technologies reached 6.325 billion yuan, followed by Shanghai Pudong Development Bank with a net inflow of 777 million yuan over five days [1] - In terms of the proportion of net inflow to trading volume, *ST Baoying ranks first, with a 47.72% increase over the past eight days [1] Summary by Category Stocks with Continuous Net Inflows - Cambricon Technologies (688256) has seen net inflows for 50 days totaling 6.325 billion yuan, with a price increase of 44.33% [1] - Shanghai Pudong Development Bank (600000) recorded net inflows of 777 million yuan over five days, with a price increase of 0.42% [1] - CITIC Bank (601998) had net inflows of 439 million yuan over six days, with a price increase of 3.85% [1] Notable Performers - *ST Baoying had the highest net inflow ratio, with a significant price increase of 47.72% over the last eight days [1] - Other notable stocks include Jiangsu Bank (600919) with a net inflow of 342 million yuan and a price increase of 5.70%, and Yaxing Anchor Chain (601890) with a net inflow of 331 million yuan and a price increase of 10.16% [1] Additional Stocks with Inflows - Other stocks with notable net inflows include: - China Shenhua (601088) with 314 million yuan and a 3.42% increase [1] - Haotian Co., Ltd. (603759) with 166 million yuan and a 64.35% increase over 11 days [1] - Microelectronic Physiology (688351) with 140 million yuan and a 12.94% increase [1]