(在中华人民共和国注册成立的股份有限公司) 2026 年第一次临时股东会 会议资料 二〇二六年一月 目 录 | | 一、会议通知………………………………………………………………………………1 | | --- | --- | | 二、2026 | 年第一次临时股东会会议议程…………………………….…….12 | | 三、2026 | 年第一次临时股东会议案 | | 议案一 | 关于公司本次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符合相关法律法规规定的 | | | 议案……………………….……………………………………………15 | | 议案二 | 关于公司本次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方案的议案……………………17 | | 议案三 | 关于《中国神华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报告书（草案）》及其摘要 | | | 的议案……………………….…………………………………………41 | | 议案四 | 关于本次交易方案调整不构成重大调整的议案…43 | | 议案五 | 关于本次交易构成关联交易的议案……………………45 | ...

Investment Rating - The report maintains a positive outlook on the coal industry, indicating an "Overweight" rating due to expected price increases driven by supply constraints and high demand from cold weather [1]. Core Insights - The report highlights that as of January 9, 2026, the spot prices for thermal coal at Qinhuangdao port have increased, with Q4500, Q5000, and Q5500 grades priced at 526, 613, and 699 CNY/ton respectively, reflecting increases of 21, 20, and 17 CNY/ton week-on-week [1]. - Supply is expected to contract due to ongoing safety inspections and regulatory measures, while demand remains robust due to cold weather, supporting higher thermal coal prices [1]. - The report also notes that the average daily consumption of coal has improved, with a daily average of 164.79 million tons being shipped out from the Bohai Rim ports, a 0.69% increase week-on-week [1]. Summary by Sections 1. Recent Industry Policies and Dynamics - A national safety production meeting was held on January 6, emphasizing the need for stringent safety measures in mining operations [7]. - A new coal transportation route from Longkou to Guangzhou was inaugurated, enhancing coal distribution efficiency [7]. 2. Price Movements - Domestic thermal coal prices have seen a week-on-week increase, with specific grades reporting price hikes [8]. - International thermal coal prices have shown stability with slight increases in certain markets, such as Indonesia [9]. 3. Inventory and Supply - Bohai Rim port coal inventory decreased to 26.727 million tons, a 2.91% drop week-on-week, indicating tighter supply conditions [20]. - The average daily coal inflow to the Bohai Rim ports increased by 4.28% week-on-week, while outflow also saw a slight increase [20]. 4. Shipping Costs - Domestic coastal shipping costs have decreased slightly, with average freight rates reported at 31.90 CNY/ton, a 1.69% decline week-on-week [26]. - International shipping rates have shown mixed trends, with some routes experiencing price increases while others have decreased [26]. 5. Company Valuations - The report includes a valuation table for key companies in the coal sector, highlighting their stock prices, market capitalizations, and earnings projections [30].

在全球可持续发展浪潮席卷而来的当下，ESG（环境、社会、公司治理）已成为衡量企业高质量发展的 核心标尺，更是连接企业价值与社会价值的关键纽带。随着国内 ESG 生态体系的加速完善，政策监管 持续收紧、资本市场对 ESG 表现的关注度不断飙升，企业的可持续发展能力愈发成为其核心竞争力的 重要组成部分。 新浪财经ESG评级中心提供包括资讯、报告、培训、咨询等在内的14项ESG服务，助力上市 公司传播ESG理念，提升ESG可持续发展表现。点击查看【 ESG评级中心服务手册】 在此行业背景下，新浪财经重磅发布"2025中国企业ESG百强"榜单。该榜单依托新浪财经专业的ESG评 级体系，以5000余家A股上市公司及在港上市内地企业为评价对象，创新性搭建 18套行业ESG评价模 型，纳入150余项 ESG 指标，通过量化模型综合演算，对企业ESG表现进行全面、客观的综合评价，最 终筛选出中国 ESG 实践的标杆企业。榜单不仅为行业树立了发展典范，更为投资者提供了极具参考价 值的决策依据。 | 29 | 交通银行 | 5-501328 (HK3328) | 变通银行 | ★★★★★ | 金融 | | --- | --- | ...

Core Insights - The latest "Top 500 Chinese Listed Companies by Market Value" list for 2025 highlights the dominance of leading enterprises in finance, energy, technology, consumption, and intelligent manufacturing, with companies like Tencent and Industrial and Commercial Bank of China showcasing trillion-level market values [2][5][17] - The presence of companies such as Industrial Fulian, SMIC, and BYD in the 11th to 30th rankings reflects the deep transformation of China's economic structure, indicating these firms are both stabilizers and leaders in industrial upgrades [2][5][24] Market Value Rankings - The top ten companies by market value include Tencent (49400 billion), ICBC (26311 billion), Agricultural Bank of China (26123 billion), Alibaba (24621 billion), and others, collectively representing a significant portion of the market [17][19] - The total market value of the top ten companies reaches 181.5 trillion, emphasizing the concentration of market power among these leading firms [17][19] Industry Distribution - The companies ranked 11th to 20th span key sectors such as intelligent manufacturing, finance, e-commerce, energy, technology, and new energy vehicles, with a combined market value of 91645 billion [7][24] - The average market value of the top 500 companies is 1856 billion, reflecting a year-on-year increase of 373 billion, with information technology, finance, and consumer discretionary sectors leading in market share [10][27] Economic Transformation - The high market values of these companies signify a shift from extensive growth to intensive growth in China's economy, driven by national policies like "Made in China 2025" and the new energy strategy [9][26] - Analysts suggest that the emergence of high-value companies is due to their alignment with economic transformation directions and their potential for future growth, leading to higher valuation premiums from the capital market [9][26] Corporate Strategies - Companies are focusing on core business upgrades and exploring new growth avenues, with Xiaomi targeting 550,000 vehicle deliveries by 2026 and BYD investing in solid-state and hydrogen fuel cell technologies [11][28] - Financial institutions like China Ping An and China Merchants Bank are enhancing their digital transformation and wealth management capabilities, while Pinduoduo is investing in agricultural technology and expanding its global market presence [11][28] Investment Trends - The performance of the 11th to 20th ranked companies reinforces a value investment orientation, guiding capital towards high-quality enterprises and core sectors [12][28] - The capital market is expected to support the long-term matching of value and market capitalization for these quality enterprises, promoting a positive cycle of corporate development and investor returns [12][28]

来源：中国能源网 炼焦煤价格方面：本周京唐港价格周环比持平，产地临汾价格周环比下降。港口炼焦煤：截至1月9日， 京唐港山西产主焦煤库提价(含税)1650元/吨，周环比持平；连云港山西产主焦煤平仓价(含税)1776元/ 吨，周环比持平。产地炼焦煤：截至1月9日，临汾肥精煤车板价(含税)1500.0元/吨，周环比下跌100.0 元/吨；兖州气精煤车板价980.0元/吨，周环比下跌60.0元/吨；邢台1/3焦精煤车板价1420.0元/吨，周环 比持平。国际炼焦煤：截至1月9日，澳大利亚峰景煤矿硬焦煤中国到岸价232.1美元/吨，周环比上涨2.0 美元/吨。 我们认为，当前正处在煤炭经济新一轮周期上行的初期，基本面、政策面共振，现阶段逢低配置煤炭板 块正当时。本周基本面变化：供给方面，本周样本动力煤矿井产能利用率为90.3%(+8.2个百分点)，样 本炼焦煤矿井产能利用率为85.34%(+5.71个百分点)。需求方面，内陆17省日耗周环比下降7.40万吨/日 (-1.81%)，沿海8省日耗周环比上升29.90万吨/日(+15.11%)。非电需求方面，化工耗煤周环比上升8.36万 吨/日(+1.13%)；钢铁高炉开工率 ...

2026年1月12日 1月9日标的指数成份股涨跌幅TOP20 标普中国 A 股红利机会指数(CSPSADRP) | 序号 | 代码 | 简称 | 車日涨幅 | 年内涨幅 | 股息率(近12个 | | --- | --- | --- | --- | --- | --- | | | | | (%) | (%) | 月) (%) | | 1 | 605090.SH 九丰能源 | | 4.62 | 8.24 | 2.54 | | 2 | 000338.SZ | 潍柴动力 | 4.32 | 6.63 | 4.00 | | 3 | 002532.SZ | 天山铝业 | 2.78 | 12.05 | 2.25 | | 4 | 000933.SZ | 神火股份 | 2.66 | 9.50 | 1.70 | | 5 | 605098.SH | 行动教育 | 2.48 | 3.76 | 5.32 | | 6 | 601088.SH | 中国神华 | 2.41 | 4.81 | 7.82 | | 7 | 603508.SH | 思维列控 | 2.27 | -1.19 | 12.23 | | 8 | 600211.SH | 内题经业 ...

Investment Rating - The report maintains a "Positive" investment rating for the coal mining industry, consistent with the previous rating [2]. Core Insights - The current phase is viewed as the beginning of a new upward cycle for the coal economy, with a focus on the recovery of coal market conditions and value reassessment [3][5]. - Supply constraints are expected to re-emerge, with domestic coal production potentially declining due to regulatory checks and safety inspections [5][13]. - Demand for coal is projected to see slight growth in 2026, driven by a 5% economic growth rate and increased coal consumption in non-electric sectors [5][13]. - Short-term coal prices are expected to stabilize and potentially rise due to seasonal demand increases and inventory reductions at coastal ports [5][13]. Summary by Sections 1. Coal Prices - As of January 10, the market price for Qinhuangdao port thermal coal (Q5500) is 696 CNY/ton, up 17 CNY/ton week-on-week [4][32]. - The price for coking coal at Jingtang port remains stable at 1650 CNY/ton [34]. - International thermal coal prices show slight increases, with Newcastle coal at 71.8 USD/ton, up 0.3 USD/ton week-on-week [4][32]. 2. Supply and Demand Dynamics - The capacity utilization rate for thermal coal mines is reported at 90.3%, an increase of 8.2 percentage points week-on-week [5][13]. - Demand from coastal provinces has increased, with daily consumption rising by 29.9 thousand tons (+15.11%) [5][13]. - Chemical coal consumption has also increased, with a weekly rise of 8.36 thousand tons (+1.13%) [5][13]. 3. Market Outlook - The report emphasizes the importance of coal supply as a stabilizing factor in the market, with expected regulatory constraints leading to a tighter supply environment [5][13]. - The anticipated recovery in coal prices and the potential for value reassessment in the sector are highlighted as key investment themes [5][13]. - The report suggests that the coal sector remains an attractive investment opportunity, particularly for high-quality coal companies with strong cash flows and dividend yields [5][15].

证券研究报告 | 行业周报 gszqdatemark 2026 01 11 年 月 日 煤炭开采 伺机而动——"机"已至 行情回顾（2026.1.5~2026.1.9）： 中信煤炭指数 3818.02 点，上涨 6.26%，跑赢沪深 300 指数 3.48pct，位列中信 板块涨跌幅榜第 7 位。 在 26 年行业策略报告《伺机而动》中，我们提出 26 年市场需发生"黑天鹅"（特 殊事件）扰动，煤价才能打开想象空间，并明确提及国内外需关注的重点事件， 其中第一点便指出需关注"国内产能核增退出情况" 。 ➢ 2021 年 9 月以来核增煤炭产能超 5 亿吨/年。煤炭产能置换即煤炭企业如 需开发新的煤矿项目或为现有煤矿核增生产能力，必须通过关闭退出自身或 其他企业的落后产能、过剩产能，来获取相应的产能置换指标，以保证区域 乃至全国煤炭总产能的基本稳定或有序下降。综上，2021 年以来煤炭核增 产能已面临规范性"大考"。2021 年以来超过 5 亿吨核增煤矿产能都必须 在 2025 年底完成产能置换指标承诺要求，若不完成，2026 年或将面临被 撤销核增批复的风险。 在 25 年最后一周周报《现货、长协再次全面倒挂 ...

Investment Rating - The report maintains a "Buy" rating for several key companies in the coal industry, including Shanxi Coking Coal, Lu'an Mining, Yancoal Energy, China Shenhua, Shaanxi Coal and Chemical Industry, and others [5]. Core Views - The coal market is expected to see strong marginal improvements in supply and demand, leading to a stabilization and potential increase in coal prices. The report anticipates that coal prices will continue to rise due to high electricity demand during the cold weather and a reduction in port inventories [6][8]. - The demand side remains resilient, with non-electric demand and electricity demand both expected to maintain high levels. The report highlights that steel production and chemical industry coal consumption are driving this demand [8]. - On the supply side, there are expectations of reduced coal production due to regulatory changes and potential capacity cuts in key mining regions, which could further tighten supply [8]. - The report suggests that investors should consider low-entry opportunities in the coal sector, focusing on companies with strong dividend yields and low valuations, as well as those with significant production capacity growth [8]. Summary by Sections 1. Core Views and Operational Tracking - The report emphasizes the importance of dividend policies and growth prospects for listed companies in the coal sector, indicating a focus on stable earnings and potential for future growth [12][14]. 2. Coal Price Tracking - The report provides detailed tracking of coal prices, including indices for thermal coal and coking coal, highlighting recent price movements and trends in both domestic and international markets [9][10]. 3. Coal Inventory Tracking - There is a focus on coal production levels and inventory status, with recent data showing a decrease in port coal inventories, indicating improved supply-demand dynamics [8][10]. 4. Downstream Performance in the Coal Industry - The report tracks downstream consumption patterns, including daily coal usage by power plants and trends in steel and cement prices, which are critical for understanding overall coal demand [9][10]. 5. Recent Performance of the Coal Sector and Individual Stocks - The report analyzes the recent performance of the coal sector, noting fluctuations in stock prices and market sentiment, while also providing forecasts for key companies [8][10].

Core Insights - The Chinese M&A market experienced significant growth in 2025, with a total of 8,151 disclosed transactions and a transaction volume of approximately 25,894 billion yuan, representing a year-on-year increase of about 16.12% [1] - The recovery of the M&A market is attributed to a combination of policy, industry, and capital resonance, marking a shift in China's economic development from "quantity increase" to "quality improvement" [1][3] - The trend indicates a transition in the regulatory framework from "fatherly" control to a "market-friendly" service model, significantly reducing institutional transaction costs and enhancing market vitality [1][3] Regional Distribution - Beijing led the M&A market with a transaction volume of 10,930 billion yuan, up 48.59% year-on-year; Shanghai followed with 6,092 billion yuan, down 14.92%; and Guangdong ranked third with 4,593 billion yuan, down 17.89% [2] - There were 28 M&A events exceeding 100 billion yuan, with notable transactions including China Shenhua's acquisition of Guoyuan Power at 1,335.98 billion yuan, and CICC's mergers with Dongxing Securities and Xinda Securities at 1,142.75 billion yuan [2] Industry Distribution - The industrial sector led M&A activity with a transaction volume of 7,605 billion yuan, up 11.67% year-on-year; the real estate sector saw a remarkable increase of 549.36% to 4,443 billion yuan; and the information technology sector reached 2,855 billion yuan, up 35.84% [2][3] - The significant growth in the real estate sector is attributed to necessary asset-liability restructuring, with many transactions aimed at project clearance and risk mitigation [3] M&A Trends and Strategies - The industrial sector's M&A activity reflects a shift from "spreading out" to "stepping up," focusing on enhancing supply chain resilience and precision [3][4] - Horizontal integration M&A events accounted for 5,966 billion yuan, representing 22.70% of total transaction volume, indicating a deep structural phase of "stock reshuffling" across various industries [4] - Companies are increasingly pursuing "structural power" through horizontal mergers, aiming to establish stronger competitive barriers and enhance management efficiency and technological innovation [4] Future Outlook - In 2026, two key areas of focus are expected: strategic acquisitions in hard technology industries, particularly in semiconductors and industrial software, and professional integration led by state-owned enterprises in sectors like new energy and high-end equipment [5] - Cross-border M&A in the high-tech sector is anticipated to gain momentum as Chinese companies seek to acquire advanced technologies and talent globally, enhancing their position in the global tech supply chain [5][6]