二、本次交易的内幕信息知情人核查范围 1 证券代码：601088 证券简称：中国神华 公告编号：临 2026-002 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 关联交易相关主体买卖股票情况的自查报告的公告 中国神华能源股份有限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： 中国神华能源股份有限公司（"中国神华"或"上市公司"）拟通过发行 A 股股 份及支付现金的方式购买国家能源投资集团有限责任公司、国家能源集团西部能 源投资有限公司所持标的公司股权并于 A 股募集配套资金（"本次交易"）。根据 中国证券登记结算有限责任公司上海分公司（"中国结算上海分公司"）出具的《信 息披露义务人持股及股份变更查询证明》《股东股份变更明细清单》、内幕信息 知情人出具的自查报告，以及自查期间买卖中国神华股票的相关主体出具的声明 与承诺等文件，在内幕信息知情人等相关方出具的自查报告、声明与承诺信息真 实、准确、完整的前提下，相关机构和自然人买卖上市公司股票的行为不构成内 幕交易行为，对本次交易不构成 ...

Core Viewpoint - The report highlights the significant inflow of main capital into various stocks, with specific companies showing remarkable performance in terms of net capital inflow and stock price changes [1][2]. Group 1: Main Capital Inflow - A total of 88 stocks have experienced a net inflow of main capital for five consecutive days or more, indicating strong investor interest [1]. - Hangzhou Bank leads with 16 consecutive days of net inflow, followed by Yunnan Baiyao with 14 days [1]. - Midea Group has the highest total net inflow amounting to 1.582 billion yuan over seven days, while Hangzhou Bank follows closely with 1.489 billion yuan over 16 days [1]. Group 2: Performance Metrics - The stock with the highest net inflow ratio relative to trading volume is Fenglong Co., which has surged by 359.76% over the past 16 days [1]. - Other notable stocks include Guotai Junan Securities with a net inflow of 1.109 billion yuan over 11 days and China Ping An with 1.074 billion yuan over six days, although their stock prices have seen declines of 2.46% and 3.28% respectively [1]. - The report includes a detailed table of stocks with their respective net inflow amounts, inflow ratios, and cumulative price changes, providing a comprehensive overview of market trends [1][2].

MACD金叉信号形成，这些股涨势不错！ 广发证券研报指出，中国神华拟收购集团资产，将进一步提升一体化优势、以及盈利和分红能力。根据 关联交易报告书（草案），公司计划收购国家能源集团持有的12项资产，合计交易对价1336亿元，将进 一步提升公司运营能力。一方面，公司将新增煤炭产能1.9亿吨以上，以及新疆、内蒙多项在建和规划 矿井；另一方面，新增国源电力、内蒙建投等多项煤电、煤化及运销资产。暂不考虑本次注入，按中国 企业会计准则，预计25-27年归母净利润分别为523、548 和575亿元，维持公司A股合理价值46.85人民 币元/股，H股合理价值45.80港元/股的观点不变，维持公司A、H股"买入"评级。 ...

运输业务：25 年铁路周转量略有增长，其中Q4 同比上升2.1%。25年公司自有铁路运输周转量3130 亿 吨公里，同比+0.3%，其中Q4 周转量789 亿吨公里，同比+2.1%，环比-3.0%；黄骅港和天津煤码头装船 量分别为2.17 亿吨/4460 万吨，同比分别+1.2%/+1.4%；航运货运量和周转量分别为1.11亿吨/1149亿吨 公里，同比分别-14.3%/-23.1%。 煤炭业务：25 年产量小幅下降1.7%，其中Q4 同比下降5.7%。根据经营数据公告，25 年公司商品煤产 量和销量分别为3.32 亿吨/4.31 亿吨，同比分别-1.7%/-6.4%，其中Q4 产销量分别为8120 万吨/1.14 亿 吨，同比分别-5.7%/-0.2%，环比分别-5.0%/+2.5%。25 年公司产量基本稳健，销量回落主要受煤价下跌 影响。 核心观点： 铁路和港口运量增速高于煤炭产销量。 发电业务：25 年发电量下降3.8%，其中Q4 同比回升1.2%。25 年公司发电量2202 亿度，同比-3.8%，其 中Q4 发电量为573 亿度，同比和环比分别+1.2%/ -10.5%。根据12 月底电力业务相关公告 ...

Market Overview - The Shanghai Composite Index rose by 0.08% on January 21, with 18 out of the 28 sectors experiencing gains. The top-performing sectors were non-ferrous metals and electronics, with increases of 2.79% and 2.62% respectively [1] - The coal industry saw a decline of 1.57%, ranking second in terms of the largest drop [1] Capital Flow - The net inflow of capital in the two markets was 11.98 billion yuan, with 14 sectors experiencing net inflows. The electronics sector led with a net inflow of 16.37 billion yuan, followed by the non-ferrous metals sector with a net inflow of 7.29 billion yuan [1] - In contrast, 17 sectors experienced net outflows, with the power equipment sector leading at a net outflow of 6.69 billion yuan, followed by the defense and military industry with a net outflow of 2.91 billion yuan [1] Coal Industry Analysis - Within the coal industry, there were 37 stocks, of which 4 rose and 30 fell. The net inflow of capital for the coal sector was 34.15 million yuan [2] - The top three stocks with the highest net inflow were Shaanxi Coal and Chemical Industry with 102 million yuan, followed by China Shenhua and Yanzhou Coal with net inflows of 37.21 million yuan and 28.83 million yuan respectively [2] - The stocks with the largest net outflows included Yongtai Energy, Electric Power Investment Energy, and Dayou Energy, with net outflows of 67.19 million yuan, 39.60 million yuan, and 37.50 million yuan respectively [2] Individual Stock Performance - The performance of individual stocks in the coal sector showed significant declines, with Dayou Energy dropping by 8.31% and Yongtai Energy by 1.20% [3] - Other notable declines included Zhengzhou Coal Electricity at -4.05% and Shaanxi Black Cat at -3.54% [3]

Group 1 - The coal mining sector experienced a decline of 1.77% on January 21, with Dayou Energy leading the drop [1] - The Shanghai Composite Index closed at 4116.94, up 0.08%, while the Shenzhen Component Index closed at 14255.12, up 0.7% [1] - Key stocks in the coal mining sector showed varied performance, with Jiangte Equipment rising by 4.11% and Dayou Energy falling by 8.31% [1][2] Group 2 - The coal mining sector saw a net inflow of 136 million yuan from institutional investors, while retail investors experienced a net outflow of 257 million yuan [2] - Major stocks like Shaanxi Coal and China Shenhua had significant net inflows from institutional investors, indicating potential interest despite overall sector decline [3] - The trading volume for Dayou Energy was 953,600 shares, with a transaction value of 649 million yuan, reflecting its significant market activity despite the price drop [2][3]

Core Viewpoint - The restructuring plan of China Shenhua, involving a significant acquisition of energy assets from its controlling shareholder, is a strategic move to enhance its integrated coal-electricity-chemical logistics capabilities, amidst a backdrop of national policies promoting a transition to a safer, greener, and low-carbon coal industry [1][2]. Group 1: Acquisition Details - China Shenhua plans to acquire equity stakes in 12 energy companies from the National Energy Group for a total of 133.598 billion yuan, covering the entire coal industry chain including mining, power generation, coal chemical, and logistics [1]. - The acquisition targets are seen as high-quality assets that will strengthen the company's integrated advantages in coal, electricity, and chemical sectors, enhancing its resilience and supply capabilities [2]. Group 2: Industry Context - The coal industry remains a cornerstone of China's energy supply, contributing approximately 55% of the national electricity generation, 70% of peak capacity, and nearly 80% of grid peak regulation capacity [1]. - Recent national policies, including the "Clean and Efficient Utilization of Coal Action Plan (2024-2027)," aim to guide the coal industry towards a safer and more sustainable development path [1]. Group 3: Regional Focus and Resource Potential - The acquisition significantly boosts China Shenhua's presence in Xinjiang, which holds 25% of the country's confirmed coal reserves, with a forecasted resource potential of 2.19 trillion tons [3]. - Xinjiang's coal production is projected to maintain around 500 million tons annually, with the newly acquired assets contributing over 10 million tons per year, representing 50% of the total acquisition capacity [3]. Group 4: Strategic Implications - The restructuring addresses industry competition issues and consolidates core business operations, positioning China Shenhua as a leader in the ongoing industry consolidation process [3]. - The company aims to innovate and promote smart green mining technologies and integrated operational models, contributing to the development of a new energy system in China [3].

Core Viewpoint - The restructuring and acquisition by China Shenhua, the largest coal listed company in China, aims to enhance its integrated advantages across the coal, electricity, chemical, and logistics sectors, thereby strengthening its role in the national energy security framework [1][2]. Group 1: Acquisition Details - China Shenhua plans to acquire equity stakes in 12 energy companies under its controlling shareholder, the State Energy Group, for a total of 133.598 billion yuan [1]. - The acquisition targets include assets that will enhance the company's integrated advantages in coal, electricity, chemicals, and logistics, which are crucial for improving supply chain resilience and capacity [2]. Group 2: Industry Context - The coal industry is undergoing a transformation towards safety, green, intelligent, and low-carbon development, supported by national policies such as the "Clean and Efficient Utilization of Coal Action Plan (2024-2027)" [1]. - Coal currently accounts for approximately 55% of the national electricity generation, 70% of peak capacity, and nearly 80% of grid peak regulation capacity, highlighting its essential role in the energy structure despite the rise of renewable energy [1]. Group 3: Regional Focus and Resource Potential - The acquisition significantly enhances China Shenhua's presence in the Xinjiang region, which has proven coal reserves of 450 billion tons, representing 25% of the national total, and a forecasted reserve of 2.19 trillion tons [3]. - Xinjiang's coal production capacity is projected to contribute 61% of the new coal mine approvals in 2024, with a stable output of around 500 million tons, facilitating both local conversion and external transportation [3]. Group 4: Strategic Implications - The restructuring addresses industry competition issues and promotes consolidation within the coal sector, positioning China Shenhua as a leader in the ongoing industry integration process [3]. - Future initiatives will focus on promoting intelligent green mining technologies and an integrated operational model, aiming to create a benchmark for multi-dimensional development in the energy sector [3].

此外，实质性解决国家能源集团与中国神华之间长达20年的同业竞争问题，也是此次重组的核心价值。 针对前些年煤炭行业一度出现的无序竞争，国家层面提出了"反内卷"的明确要求。此次重组将国家能源 集团内分散的同类优质资产注入上市公司，不仅是兑现承诺，更避免了重复投资和内部博弈、低效竞 争，使得所有资源能在统一的上市平台下进行最优化配置，释放出"1+1>2"的战略倍增效应。从"价格 外界常以"煤电联营"概括中国神华的商业模式。但早在此次重组之前，中国神华已是综合能源上市公司 中"煤—电—化—运"一体化协同运营的代表。其拥有自有铁路、港口和船队，构建了从矿区直达用户的 自主物流网络，实现了煤炭生产、发电、化工转化与运输销售的高效协同。因此，此次重组的核心逻 辑，并非"从无到有"地构建一体化，而是"从有到优"地实现更高层次、更广范围的全链条闭环与协同增 效。 通过全链条闭环运营，中国神华能够在内部实现资源优化配置，有效平抑煤炭、电力等板块的市场波动 风险。这种基于一体化链条的"内部市场"调节机制，构成了中国神华穿越行业周期波动的"稳定 器"和"缓冲垫"，是其实现业绩稳健、回报可持续的深层密码，也是此次重组获得广大股东青睐的 ...

Core Insights - The report highlights a series of policy initiatives aimed at enhancing mergers and acquisitions (M&A) and equity incentive plans, which are expected to invigorate market activity and improve resource allocation in the A-share market [1][6][10] - The report indicates that in December 2025, there were 12 major asset restructuring plans announced, predominantly in the machinery and equipment sector, with a significant number of these plans still in the board proposal stage [10][22] - The report emphasizes the importance of equity incentive plans, noting that 91% of the plans initiated in 2025 have begun implementation, with a focus on the electronics and machinery sectors [27][32] Mergers and Acquisitions Overview - In 2025, a total of 134 major asset restructuring cases were disclosed, with the electronics industry leading the count [6][10] - The December 2025 restructuring cases included significant transactions such as Minmetals Development's acquisition of 100% stakes in Minmetals Mining and Luzhong Mining, aimed at enhancing profitability through the integration of high-margin mineral resources [22][24] - Another notable case involved Mingde Biological's cash acquisition of 100% of Wuhan Bikaier, which aims to create a comprehensive "diagnosis-protection-treatment" ecosystem [23][24] Equity Incentive Plans Overview - In December 2025, 39 new equity incentive plans were announced, with the majority concentrated in the electronics and machinery sectors, and most plans representing 1% to 2% of the total share capital [32][39] - The report notes that the majority of equity incentive plans have been implemented, with a small percentage still pending approval from shareholders [27][30] - The report provides a list of noteworthy companies involved in equity incentive plans, including ShenNan Circuit and Baosteel, highlighting their respective market capitalizations and the proportion of shares involved in the incentive plans [39]