| 证券代码：000552 | 证券简称：甘肃能化 | 公告编号：2025-84 | | --- | --- | --- | | 债券代码：127027 | 债券简称：能化转债 | | 甘肃能化股份有限公司 2025 年第三次临时股东会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，对公告的 虚假记载、误导性陈述或重大遗漏负连带责任。 特别提示： 1.本次股东会没有否决提案的情形。 2.本次股东会没有变更以往股东会已通过的决议的情形。 一、基本情况 （一）会议基本情况 1.股东会届次：2025 年第三次临时股东会 2.股东会的召集人：董事会，公司第十一届董事会第六次会议审议通过《关于召开 2025 年第三次临时股东会的议案》。 3.本次会议的召集、召开符合《中华人民共和国公司法》《深圳证券交易所股票上 市规则》《深圳证券交易所上市公司自律监管指引第 1 号—主板上市公司规范运作》等 法律、行政法规、部门规章、规范性文件及《公司章程》的有关规定。 4.会议时间： （1）现场会议时间：2025 年 11 月 18 日 14:50 （2）网络投票时间：通过深圳证券交易所系统进行网络投票的具体时间为 ...

北京德恒（兰州）律师事务所 关于甘肃能化股份有限公司 2025 年第三次临时股东会 之 法律意见书 甘肃省兰州市城关区雁园路 601 号甘肃省商会大厦 A 座 15 层 邮编：730030 电话：（0931）8260111 传真：（0931）8456612 关于甘肃能化股份有限公司 2025 年第三次临时股东会之法律意见书 北京德恒（兰州）律师事务所 关于甘肃能化股份有限公司 2025 年第三次临时股东会之 法律意见书 致：甘肃能化股份有限公司 北京德恒（兰州）律师事务所（以下简称"本所"）受甘肃能化股份有限公 司（以下简称"甘肃能化""贵公司""公司"）委托，指派张军、于翔律师（以 下简称"本所律师"）出席贵公司 2025 年第三次临时股东会（以下简称"本次 股东会"），并对本次股东会的合法性出具法律意见书。 本所律师列席了贵公司本次股东会，并根据本法律意见书出具日前已发生或 存在的事实和《中华人民共和国公司法》（以下简称《公司法》）、《中华人民 共和国证券法》（以下简称《证券法》）、《上市公司股东会规则》以及《甘肃 能化股份有限公司章程》（以下简称《公司章程》）等有关法律、法规和规范性 文件的有关规定出具 ...

Investment Rating - The investment rating for the coal industry is "Positive" (maintained) [1] Core Viewpoints - The report indicates that the price of thermal coal has surpassed the target of 800 yuan, with the current price at 834 yuan per ton as of November 14, reflecting a slight increase. The price at Guangzhou Port has reached 880 yuan, achieving the previously set target of 750 yuan for coal-electricity profit sharing. The price increase is attributed to supply contraction and a surge in demand due to the northern cold wave [3][4] - The report outlines that the price of coking coal has rebounded significantly from a low of 1230 yuan in July to 1860 yuan per ton as of November 14, with a notable increase in futures prices as well [3][4] - The investment logic suggests that both thermal and coking coal prices are at a turning point, with thermal coal prices expected to follow a four-step recovery process, ultimately reaching a balance point around 860 yuan [4][13] Summary by Sections Investment Logic - Thermal coal is categorized as a policy-driven commodity, with price recovery expected to follow a structured process involving the restoration of long-term contracts and achieving profit-sharing targets. The ideal target price for coal-electricity profit sharing is projected to be around 750 yuan for 2025, with an anticipated price range of 800-860 yuan [4][13] - Coking coal prices are more influenced by market dynamics, with target prices linked to the ratio of coking coal to thermal coal prices. The current ratio suggests target prices for coking coal at 1608 yuan, 1680 yuan, 1800 yuan, and 2064 yuan corresponding to thermal coal's price targets [4][13] Investment Recommendations - The report identifies four main investment lines in the coal sector: 1. **Cyclical Logic**: Companies like Jinko Coal and Yanzhou Coal Mining are highlighted for their potential in thermal coal. 2. **Dividend Logic**: Companies such as China Shenhua and China Coal Energy are noted for their strong dividend potential. 3. **Diversified Aluminum Elasticity**: Companies like Shenhua Holdings and Electric Power Investment are mentioned. 4. **Growth Logic**: New Energy and Guanghui Energy are recognized for their growth potential [5][14] Key Market Indicators - The coal index experienced a slight decline of 0.96%, outperforming the CSI 300 index by 0.12 percentage points. The average PE ratio for the coal sector is reported at 15.9, while the PB ratio stands at 1.42, indicating a relatively low valuation compared to other sectors [8][26][30]

Investment Rating - The investment rating for the coal mining industry is "Positive" [2] Core Viewpoints - The current phase is seen as the beginning of a new upward cycle for the coal economy, with a resonance between fundamentals and policies, making it an opportune time to accumulate coal sector investments [4][12] - The coal price is expected to rise due to factors such as cold weather and low inventory levels at ports, which may drive demand quickly [4][12] - The coal sector remains undervalued, with a strong potential for price recovery and high dividend yields, making it a favorable investment opportunity [4][12] Summary by Sections Coal Price Tracking - As of November 15, the market price for Qinhuangdao port thermal coal (Q5500) is 827 CNY/ton, up 19 CNY/ton week-on-week [3][29] - The price for coking coal at Jing Tang port is 1830 CNY/ton, an increase of 30 CNY/ton week-on-week [3][31] Supply and Demand Tracking - The capacity utilization rate for thermal coal mines is 91.2%, up 0.1 percentage points week-on-week, while for coking coal it is 86.28%, up 2.5 percentage points [4][12] - Daily coal consumption in inland provinces increased by 12.3 thousand tons/day (+3.8%), while consumption in coastal provinces decreased by 8.0 thousand tons/day (-4.26%) [4][12] Inventory Situation - Coal inventory in coastal provinces increased by 464 thousand tons week-on-week, while inland provinces saw an increase of 2.517 million tons [4][12] Company Performance - The coal sector's performance is highlighted by companies such as China Shenhua, Shaanxi Coal and Chemical Industry, and Yanzhou Coal Mining Company, which are noted for their stable operations and strong earnings [13][14]

1. Report Industry Investment Rating - The investment rating for the coal mining industry is "Bullish" [2] 2. Core Viewpoints of the Report - Currently, the coal economy is at the beginning of a new upward cycle, with fundamental and policy factors in resonance. It is advisable to allocate the coal sector at low levels [11]. - The underlying investment logic of coal production capacity shortage remains unchanged. The coal price has established a bottom and its central level has reached a new platform. High - quality coal enterprises maintain their core asset attributes, and coal assets are still undervalued with potential for valuation improvement. The coal sector has both dividend characteristics and pro - cyclical elasticity [3]. - In the context of energy inflation, the pattern of tight coal supply and demand in the next 3 - 5 years remains unchanged. High - quality coal enterprises have high - barrier, high - cash, high - dividend, and high - dividend - yield attributes. After a short - term correction, the coal sector has shown high investment value [3]. 3. Summaries Based on Relevant Catalogs 3.1 This Week's Core Viewpoints and Key Concerns - **Core Viewpoints**: In the short - term, coal supply and demand are basically balanced, but there is a long - term gap. Coal prices are expected to rise further due to tight supply and upcoming seasonal demand. Coal assets are cost - effective, with high win - rate and high odds. The report continues to be bullish on coal and suggests allocation at low levels [11]. - **Key Concerns**: From January to October 2025, China's coal imports decreased by 11.0% year - on - year. From January to September 2025, coal and coking coal imports in India decreased by 1.0% year - on - year, and in Japan decreased by 2.3% year - on - year [13] 3.2 This Week's Performance of the Coal Sector and Individual Stocks - The coal sector rose 4.43% this week, outperforming the market. The Shanghai and Shenzhen 300 Index rose 0.82% [14]. - The thermal coal sector rose 4.60%, the coking coal sector rose 2.46%, and the coke sector rose 6.42% [15]. - The top three stocks in terms of gains and losses in the coal mining and washing sector were Huayang Co., Ltd. (11.50%), Jinkong Coal Industry (10.11%), and China National Coal Group Corporation (8.54%) [18] 3.3 Coal Price Tracking - **Coal Price Index**: As of November 7, the comprehensive transaction price of CCTD Qinhuangdao thermal coal (Q5500) was 703.0 yuan/ton, up 10.0 yuan/ton week - on - week. The comprehensive average price index of Bohai Rim thermal coal (Q5500) was 694.0 yuan/ton, up 9.0 yuan/ton week - on - week. The annual long - term contract price of CCTD Qinhuangdao thermal coal (Q5500) was 684.0 yuan/ton, up 8.0 yuan/ton month - on - month [23]. - **Thermal Coal Price**: As of November 8, the market price of Qinhuangdao Port thermal coal (Q5500) from Shanxi was 808 yuan/ton, up 40 yuan/ton week - on - week. International thermal coal FOB prices also increased [29]. - **Coking Coal Price**: As of November 7, the ex - warehouse price of primary coking coal from Shanxi at Jingtang Port was 1800 yuan/ton, up 60 yuan/ton week - on - week. The CIF price of Australian Peak View Mine hard coking coal in China was 212.3 US dollars/ton, up 0.6 US dollars/ton week - on - week [31]. - **Anthracite and Pulverized Coal Price**: As of November 7, the wagon - loading price of Jiaozuo anthracite was 1020.0 yuan/ton, unchanged week - on - week. The wagon - loading prices of pulverized coal in Changzhi Lucheng and Yangquan increased [39] 3.4 Coal Supply and Demand Tracking - **Coal Mine Capacity Utilization**: As of November 7, the capacity utilization rate of sample thermal coal mines was 91.1%, up 0.6 percentage points week - on - week, and that of sample coking coal mines was 83.76%, down 1.0 percentage points week - on - week [46]. - **Import Coal Price Difference**: As of November 7, the price difference between domestic and foreign 5000 - kcal thermal coal was - 79.1 yuan/ton, down 19.5 yuan/ton week - on - week; the price difference for 4000 - kcal thermal coal was - 75.2 yuan/ton, down 20.1 yuan/ton week - on - week [42]. - **Coal - fired Power Consumption and Inventory**: Inland 17 provinces' coal inventory increased, while daily consumption decreased. Coastal 8 provinces' coal inventory decreased, while daily consumption increased [45]. - **Downstream Metallurgical Demand**: As of November 7, the Myspic comprehensive steel price index decreased, the price of Tangshan - produced primary metallurgical coke increased, the blast furnace operating rate increased, and the profit per ton of coke in independent coking enterprises increased [64][65]. - **Downstream Chemical and Building Materials Demand**: As of November 7, the prices of urea in some regions decreased, the national methanol, ethylene glycol, and acetic acid price indices decreased, the synthetic ammonia price index increased, the cement price index increased slightly, the cement clinker capacity utilization rate decreased, the float glass operating rate decreased, and the weekly coal consumption in the chemical industry increased [70][74][76] 3.5 Coal Inventory Situation - **Thermal Coal Inventory**: As of November 7, the coal inventory at Qinhuangdao Port increased to 577.0 tons. The 55 - port thermal coal inventory decreased to 6148.7 tons as of October 31, and the production - area inventory decreased to 292.0 tons [91]. - **Coking Coal Inventory**: As of November 7, the production - area coking coal inventory increased to 165.6 tons, the six - port coking coal inventory increased to 304.3 tons, the coking enterprise inventory increased to 923.8 tons, and the steel mill inventory decreased to 787.3 tons [92]. - **Coke Inventory**: As of November 7, the total coke inventory of coking plants, four - port coke inventory, and the total coke inventory of domestic sample steel mills all decreased [94] 3.6 Coal Transportation Situation - **International and Domestic Coal Transportation**: As of November 7, the Baltic Dry Index (BDI) was 2104.0 points, up 138.0 points week - on - week. As of November 6, the average daily coal shipment volume of the Datong - Qinhuangdao Railway increased slightly week - on - week [108]. - **Ratio of Cargo to Ships at Four Ports in the Bohai Rim**: As of November 7, the inventory of four ports in the Bohai Rim was 1449.0 tons, the number of anchored ships was 106, and the cargo - to - ship ratio was 13.7, down 4.03 week - on - week [106] 3.7 Weather Conditions - As of November 7, the Three Gorges outflow was 10200 cubic meters per second, down 23.88% week - on - week. - In the next 10 days (November 9 - 18), there will be precipitation in some areas, with high - impact weather including cooling in Xinjiang and central - eastern regions. - In the next 11 - 14 days (November 19 - 22), there will be light precipitation in some areas, and the average temperature in some regions will be different from the normal level [113] 3.8 Listed Company Valuation Table and Key Announcements - **Listed Company Valuation Table**: The table provides the closing prices, net profits attributable to the parent company, EPS, and P/E ratios of key listed coal companies from 2024A to 2027E [114]. - **Key Announcements**: Companies such as Meijin Energy, China Shenhua, and Hengyuan Coal and Electricity have made announcements regarding project terminations, asset acquisitions, and corporate restructurings [115][116][118]

Core Viewpoint - Gansu Energy Chemical's stock price has shown a slight increase of 2.27% on November 5, with a current price of 2.70 CNY per share, reflecting a total market capitalization of 14.45 billion CNY [1] Group 1: Stock Performance - As of November 5, Gansu Energy Chemical's stock has increased by 0.67% year-to-date, 1.12% over the last five trading days, 8.00% over the last 20 days, and 6.72% over the last 60 days [1] - The stock's trading volume reached 72.14 million CNY with a turnover rate of 0.73% [1] Group 2: Financial Performance - For the period from January to September 2025, Gansu Energy Chemical reported a revenue of 6.12 billion CNY, a year-on-year decrease of 21.56%, and a net profit attributable to shareholders of -275 million CNY, a decline of 126.69% [2] - Cumulative cash dividends since the A-share listing amount to 3.08 billion CNY, with 1.55 billion CNY distributed over the last three years [3] Group 3: Shareholder Information - As of October 20, the number of shareholders for Gansu Energy Chemical increased to 61,400, a rise of 4.71%, while the average circulating shares per person decreased by 4.50% to 60,641 shares [2] - The top ten circulating shareholders include notable entities such as Guotai Zhenzheng Coal ETF and Hong Kong Central Clearing Limited, with significant increases in their holdings [3] Group 4: Business Overview - Gansu Energy Chemical, established on December 28, 1996, and listed on January 6, 1994, primarily engages in coal mining and sales, thermal and electric power supply [1] - The revenue composition of the company includes coal business (56.76%), electricity (19.60%), engineering (8.36%), chemical (7.64%), other businesses (4.75%), and machinery products (2.89%) [1]

Investment Rating - The investment rating for Gansu Energy Chemical (000552.SZ) is "Buy" (maintained) [1][2] Core Views - The company reported a significant reduction in losses in Q3 2025 compared to Q2, with a focus on the growth potential in coal, electricity, and chemical sectors [1][2] - Despite a challenging market environment leading to a decline in coal sales and prices, there was a marginal improvement in Q3, with coal sales reaching approximately 4.5 million tons [2][3] - The company is expected to meet its annual coal production target of 17 million tons, supported by ongoing projects in coal, electricity, and chemical sectors [2][3] Summary by Sections Financial Performance - For the first three quarters of 2025, the company achieved revenue of 6.119 billion yuan, a year-on-year decrease of 21.56%, and a net profit attributable to shareholders of -275 million yuan, a year-on-year decline of 126.69% [1] - In Q3 2025, the company reported revenue of 2.402 billion yuan, a quarter-on-quarter increase of 33.27%, and a net profit of -93 million yuan, a quarter-on-quarter improvement of 60.04% [1][2] Business Segments - **Coal Business**: The coal business faced pressure with a year-on-year sales decline of 1.33 million tons and an average selling price drop of approximately 92 yuan/ton. However, Q3 showed improvement with sales exceeding production [2] - **Non-Coal Business**: The electricity and chemical segments saw positive developments, with electricity generation increasing by over 100 million kWh and chemical production contributing approximately 260,000 tons [2] Future Growth Potential - The company has eight coal production mines and plans to achieve a coal production target of 17.06 million tons in 2025, with ongoing construction of new mines and power plants [3] - Key projects include the Lanzhou New Area 2x350MW cogeneration project and the Qinyang 2x660MW coal power project, which are expected to enhance future revenue streams [3]

Investment Rating - The industry investment rating is "Maintain Buy" [5] Core Views - India's coking coal imports increased by 6% quarter-on-quarter in Q2 FY2026, reflecting growth in the steel industry's capacity and output [2] - Future months are expected to see increased coking coal import demand due to replenishment needs post-monsoon [3] - Key investment recommendations include companies with strong performance elasticity such as Yancoal Energy, Jinkong Coal Industry, and those focused on smart mining like Keda Automation [3] Summary by Sections Coal Mining - In Q2 FY2026, India imported 16.9 million tons of coking coal, up from 16 million tons in Q1, with Australia being the largest supplier at 9.7 million tons, a 14.1% increase [2] - Coking coal prices at major ports showed slight increases, with Newcastle port at $112.7 per ton (+1.85%) and European ARA ports at $97.15 per ton (+1.20%) [1][35] Key Stocks - Recommended stocks include: - China Qinfa (00866.HK) - Buy, EPS forecast for 2026E is 0.27 [7] - Jiangxi Tungsten (600397.SH) - Buy, EPS forecast for 2026E is 0.03 [7] - China Shenhua (601088.SH) - Buy, EPS forecast for 2026E is 2.71 [7] - Jinkong Coal Industry (601001.SH) - Buy, EPS forecast for 2026E is 1.47 [7] - Yancoal Energy (600188.SH) - Buy, EPS forecast for 2026E is 1.18 [7] - Zhongmei Energy (601898.SH) - Buy, EPS forecast for 2026E is 1.29 [7] - Shaanxi Coal (601225.SH) - Buy, EPS forecast for 2026E is 1.86 [7] Market Trends - The report indicates a marginal increase in coal demand, with a focus on the recovery of coal power generation as seasonal demand begins to rise [37]

Core Viewpoint - The 2025 first half A-share environmental risk list reveals that 266 listed companies are exposed to environmental risks, an increase of 10 companies compared to the same period last year, highlighting ongoing environmental compliance challenges in various industries [10][26]. Group 1: Environmental Risk Overview - A total of 504 regulatory data disclosures were made, involving 266 listed companies from January 1 to June 30, 2025 [10][8]. - Gansu Energy Chemical (SZ000552) ranked first on the environmental risk list, with its subsidiary receiving three administrative penalties totaling 1.508 million yuan [15][10]. - The coal and light manufacturing industries saw an increase of 7 companies each on the list, marking the highest growth among all sectors [10][26]. Group 2: Industry-Specific Insights - In the top 10 environmental risk companies, the coal industry had 4 companies, an increase of 1 from the previous year, while the construction and decoration industry maintained 2 companies [15]. - China Communications Construction (SH601800) ranked third, with its subsidiary facing significant penalties for illegal mining activities, totaling approximately 61.245 million yuan [17][18]. - The environmental violation types included water pollution (26.88%), air pollution (21.88%), and solid waste pollution (8.75%), with a noted decrease in these categories compared to the previous year [20]. Group 3: Company-Specific Cases - High Energy Environment (SH603588) faced penalties for exceeding arsenic discharge limits, resulting in direct economic losses of 9.8543 million yuan [19]. - Multiple companies, including Duolun Technology (SH603528) and Jiangxi Changyun (SH600561), were penalized for data falsification and issuing false reports, with fines totaling 0.408 million yuan and 0.11 million yuan respectively [25]. - 76 companies appeared on the environmental risk list for two consecutive periods, indicating persistent compliance issues [31]. Group 4: Regulatory Developments - The China Securities Regulatory Commission is revising the "Guidelines for the Preparation of Sustainable Development Reports" to enhance environmental reporting standards among listed companies [32].

Core Viewpoint - Gansu Energy Chemical's Q3 2025 financial report indicates a resilient performance despite fluctuations in the coal market, with a focus on energy transition and project development laying a solid foundation for long-term growth [1][2][3] Financial Performance - For the first nine months of 2025, the company achieved a revenue of 6.119 billion yuan, showing a decline compared to the previous year, but Q3 revenue reached 2.402 billion yuan, reflecting a year-on-year growth of 10.36% [1] - The company's total assets increased by 4.17% from the beginning of the year, reaching 34.754 billion yuan, while the debt structure remained stable [2] Project Development - The company is advancing its coal industry by enhancing the efficiency of its main production mines and has successfully launched new mining projects, including the Jingtai Baiyanzi and Tianbao Hongshaliang open-pit mines [1] - In the power sector, the Lanzhou New Area 2×1000MW thermal power project is progressing well, with preliminary design and multiple early-stage bidding completed [1] Chemical Sector Initiatives - The first phase of the clean and efficient gasification project at Jinyuan Coal Power has entered trial production, with the second phase's construction progressing efficiently [2] Financial Strategy - As of the end of Q3, the company had a cash balance of 5.171 billion yuan and successfully issued a 500 million yuan bond with a 2.00% interest rate, indicating market confidence in its creditworthiness and long-term prospects [2] Strategic Direction - The company aims to enhance its comprehensive energy supply and risk resilience through a dual-driven strategy focusing on "clean and efficient coal utilization + new energy layout" [3] - With multiple key projects nearing completion, the company is expected to gradually unlock growth potential and contribute significantly to regional energy security and green transition [3]