北京德恒（兰州）律师事务所 关于甘肃能化股份有限公司 2024 年年度股东大会 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 电话：（0931）8260111 邮编：730030 关于甘肃能化股份有限公司 2024 年年度股东大会之法律意见书 北京德恒（兰州）律师事务所 关于甘肃能化股份有限公司 2024 年年度股东大会之 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，指派陈澎波、王魁世律 师（以下简称"本所律师"）出席贵公司 2024 年年度股东大会（以下简称"本 次股东大会"），并对本次股东大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大会，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》）、《上市公司股东大会规则》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本法律意见书。 为出具本法律意见书，本 ...

| 证券代码：000552 | 证券简称：甘肃能化 | 公告编号：2025-43 | | --- | --- | --- | | 债券代码：127027 | 债券简称：能化转债 | | 王家山煤矿分公司系非独立法人生产矿井，王家山煤矿分公司一号井具备独立生 产系统和安全生产许可证。2024年，生产煤炭产品73.38万吨，占2024年公司煤炭产 量的3.85%，测算2024年该矿井实现营业收入2.46亿元，占2024年公司营业收入的 2.56%。 公司对本次事故罹难职工表示沉痛哀悼，对职工家属表示诚挚慰问。目前，事故 原因正在调查中，善后及相关工作正在有序开展。截至本公告披露日，甘肃靖煤能源 有限公司其他单位生产经营正常，本次事故未对公司经营造成重大不利影响。公司将 深刻吸取事故教训，自觉铸牢安全发展理念，进一步压实安全责任，狠抓风险隐患排 查治理，深入推进安全生产标准化建设，着力提高安全管理水平。同时公司将充分关 注事故调查进展情况，按信息披露标准及时履行信息披露义务，敬请广大投资者注意 投资风险。 甘肃能化股份有限公司 关于下属王家山煤矿一号井发生透水事故的公告 本公司及董事会全体成员保证公告内容的真实、准 ...

Core Viewpoint - The report from Guosheng Securities indicates a significant decline in coal imports and a downward trend in reliance on thermal coal, with a projected annual decrease in thermal coal imports by 4.9% for 2025 [1][3]. Group 1: Coal Production and Import Trends - In April 2025, the raw coal production decreased by 5 million tons month-on-month, with a total output of 390 million tons, reflecting a year-on-year growth of 3.8% [2]. - The total coal imports in April 2025 were 37.83 million tons, a decrease of 16.41% compared to the same month last year [3]. - For the first four months of 2025, coal imports totaled 152.67 million tons, down 5.3% year-on-year [3]. Group 2: Power Generation Insights - In April 2025, the industrial power generation was 711.1 billion kWh, showing a year-on-year increase of 0.9% [4]. - The thermal power generation in April 2025 saw a year-on-year decline of 2.3%, maintaining the same decline rate as in March [4]. - Renewable energy sources such as wind and solar power showed accelerated growth rates of 12.7% and 16.7% respectively in April 2025 [4]. Group 3: Steel Production and Market Dynamics - The crude steel production in April 2025 was 86.02 million tons, remaining flat year-on-year [5]. - The average daily iron water production from 247 sample steel mills was 2.448 million tons, reflecting a year-on-year increase of 3.3% [5]. - The market anticipates a seasonal peak in steel demand, with potential downward pressure on iron water production due to slowing inventory depletion [5]. Group 4: Investment Recommendations - The report recommends key coal enterprises such as China Shenhua (601088) and China Coal Energy (601898) for investment [6]. - It highlights the potential of companies like Xinji Energy (601918) and Shaanxi Coal (601225) based on performance metrics [6][7]. - The report also notes the importance of monitoring the impact of coal imports and domestic policy changes on market dynamics [5][6].

Investment Rating - The industry investment rating is maintained as "Increase" [6] Core Viewpoints - The coal mining industry is expected to see improved demand as effective supply decreases, presenting a good investment opportunity since the beginning of the year [1] - In April 2025, the raw coal production decreased by 50 million tons month-on-month, with an annual growth rate of 3.8% [1][12] - The forecast for 2025 indicates a net increase in production of only 55-60 million tons, with a year-on-year growth rate of approximately 1.2-1.3%, continuing to slow down compared to 2024 [1][12] Summary by Sections Production - In April 2025, the raw coal production was 390 million tons, with a year-on-year increase of 3.8% [1][12] - The average daily production in April was 12.98 million tons [1][12] Import - In April 2025, coal imports were 37.83 million tons, a decrease of 16.41% year-on-year [2][16] - For the first four months of 2025, total coal imports were 152.67 million tons, down 5.3% year-on-year [2][16] - The forecast for 2025 suggests that thermal coal imports may stabilize or decline slightly, with an expected total of around 385 million tons, a year-on-year decrease of 4.9% [2][16] Demand - In April 2025, the industrial power generation was 711.1 billion kWh, with a year-on-year growth of 0.9% [3][19] - The industrial thermal power generation decreased by 2.3% year-on-year, remaining stable compared to March [3][19] - The growth rates for wind and solar power generation increased to 12.7% and 16.7% respectively in April [3][19] Investment Recommendations - Key recommendations include major coal enterprises such as China Shenhua (H+A), China Coal Energy (H+A), and turnaround opportunities like China Qinfa [5][37] - Other recommended stocks include new energy companies with strong performance such as Xinjie Energy, Shaanxi Coal, and Electric Power Energy [5][37] - Companies with potential for future growth include Huayang Co. and Gansu Energy [5][37]

Investment Rating - The industry investment rating is "Maintain Buy" [6] Core Viewpoints - The coal mining industry is expected to see improved demand and effective supply reduction, presenting a good investment opportunity since the beginning of the year [1] - In April 2025, the raw coal production decreased by 50 million tons month-on-month, with a total output of 390 million tons, reflecting a year-on-year growth of 3.8% [12][13] - The report anticipates a net increase in coal production of only 55 to 60 million tons in 2025, representing a year-on-year growth of approximately 1.2% to 1.3%, indicating a continued slowdown compared to 2024 [1][12] Production Summary - In April 2025, the raw coal production was 390 million tons, with a daily average of 12.98 million tons [12][13] - The cumulative raw coal production from January to April 2025 reached 1.58 billion tons, showing a year-on-year increase of 6.6% [12] Import Summary - In April 2025, coal imports were 37.83 million tons, a decrease of 16.41% year-on-year and a 2.34% decrease month-on-month [2][16] - From January to April 2025, total coal imports amounted to 152.67 million tons, down 5.3% year-on-year [16] - The report forecasts that the total annual coal imports for 2025 may be around 385 million tons, reflecting a year-on-year decline of 4.9% [2][16] Demand Summary - In April 2025, the industrial power generation was 711.1 billion kWh, with a year-on-year growth of 0.9% [3][19] - The industrial thermal power generation saw a year-on-year decline of 2.3%, remaining consistent with the previous month [3][19] - Renewable energy sources such as wind and solar power showed significant growth, with wind power increasing by 12.7% and solar power by 16.7% year-on-year [3][19][32] Investment Recommendations - Key recommended stocks include China Shenhua (H+A), China Coal Energy (H+A), and China Qinfa, among others [5][37] - The report emphasizes the importance of performance in stock selection, highlighting companies like Xinjie Energy and Shaanxi Coal and Chemical Industry [5][37]

印尼禁止煤炭出口，国内煤炭市场或将紧张，国内煤价将提前止跌企稳。 投资建议。当前煤炭价格已经处于预期底部，估值明显偏低，伴随动力煤长协基准提升、焦煤长协价预 计维持高位，资源优质企业具备长期价值，转型企业具备成长空间，板块估值提升开启，1）当前首 推：中国神华、靖远煤电、电投能源、兖矿能源、中国旭阳集团；2）推荐：陕西煤业、淮北矿业、中 煤能源、山西焦煤、潞安环能、兰花科创、盘江股份、平煤股份。 1）事件：根据12月31日印尼政府新规，2022年1月禁止煤炭出口。 2）本次印尼限制煤炭出口，我们认为核心原因在于印尼煤炭产量不及预期，且国内消费量增加，导致 煤炭供不应求。印尼矿产能源部公布最新统计数据显示，截至12月17日印尼煤炭开采量达5.81亿吨，完 成年度产量目标的93%，全年产量预计略低于6.25亿吨目标， 2022 年煤炭产量目标提高到 6.37 ~6.64 亿 吨，但由于国内需求提升，出口潜力将有下降。 3）中国2020年/2021年1-11月进口煤及褐煤30399/29232万吨，其中来自印尼13783/17822万吨，占进口 45%/61%、占国内产量3.6%/4.9%，印尼煤供应对国内影响巨大 ...

Group 1 - The core viewpoint is that coal companies are expected to report strong earnings growth for 2021, with profit growth rates of 514%, -125% (turning profitable), 475%, and 62% for various companies, indicating a significant improvement in profitability despite a drop in coal prices due to regulatory measures [1] - The coal price has rebounded significantly, with Qinhuangdao Q5500 thermal coal prices exceeding 1000 yuan/ton, reflecting a 30% increase from the bottom, driven by export restrictions from Indonesia and mandatory inventory replenishment by power plants [1] - The overall economic growth is expected to stabilize, enhancing demand support, which will benefit coal as a primary energy source, alongside a recovery in the coal-coke-steel industry chain [1] Group 2 - High dividends are anticipated to continue, leading to a long-term increase in coal sector valuations, as companies are expected to disclose new shareholder return plans after March 2022 [2] - The capital expenditure in the coal industry has peaked, and with the trend towards "carbon neutrality," capital spending is expected to decline, optimizing the relationship between capital expenditure, cash flow, financials, profits, and dividends [2] - The coal sector is currently at a valuation bottom, with undervalued stocks, and companies with high dividends and those transitioning to green energy are expected to see valuation increases [2]

Core Viewpoint - The coal prices have significantly increased since the beginning of the year, and the National Development and Reform Commission (NDRC) has intervened to stabilize supply and prices, indicating that coal prices will operate at the upper limit of a reasonable range. The focus for coal stock investments should shift towards high dividends and transformation opportunities throughout the year [1]. Investment Highlights - Since the beginning of the year, coal prices have continued to rise, supported by fundamentals. The spot price of Qinhuangdao (Q5500) coal increased from 790 RMB/ton at the beginning of January to 1070 RMB/ton by the end of January. The rise is attributed to the rapid decline in port coal prices and the inversion of pit coal prices, leading to decreased enthusiasm among traders to pull coal to ports and low port inventories. The sentiment was further catalyzed by Indonesia's announcement to restrict coal exports. Demand has exceeded expectations due to strong electricity consumption and power plant restocking, with economic growth policies expected to further strengthen demand, providing effective support for coal prices [2]. - The NDRC has taken measures to consolidate supply and price stability, indicating that coal prices will operate at the upper limit of a reasonable range. A meeting held on February 9 emphasized that coal companies should resume normal production and supply, strictly implement supply and price stabilization policies, and regulate pricing behavior. It is believed that the rise in coal prices may pause, but there is no risk of a rapid short-term decline due to factors such as increased demand for coal and electricity from a cold spring and economic growth, as well as the increase in Indonesia's benchmark coal price to 188.4 USD/ton, which translates to a domestic cost of over 1237 RMB/ton, exceeding domestic coal prices, limiting the increase in imported coal supply [2]. Investment Strategy - In 2022, investments in coal stocks should not overly focus on coal prices but rather seek alpha opportunities, as high dividends and transformation present greater potential for increases. Following the volatility in the coal market in 2021, the government has sufficient means to maintain price stability. The significant rise in prices leading to high earnings elasticity is unlikely to occur in 2022. However, the government shows tolerance for relatively high coal prices, which are expected to fluctuate at high levels. The long-term contract prices have significantly increased year-on-year, leading to an elevation in corporate profit levels. Value discovery will be the main theme for coal stock investments in 2022. The long-term contract price for Qinhuangdao Q5500 coal in February 2022 was 725 RMB/ton, and under the new mechanism, high long-term contract prices are expected to be maintained, leading to sustainable optimization in capital expenditure, cash flow, finance, profit, and dividends. New dividend plans are anticipated following the disclosure of annual reports by coal companies in March 2022. Additionally, the government encourages the construction of photovoltaic projects to address mining subsidence, suggesting that some coal companies may leverage local resources to acquire green energy projects, accelerating transformation [3]. Investment Recommendations - The coal sector is currently at a projected bottom, with valuations significantly low. With the increase in benchmark long-term contract prices for thermal coal and expected high prices for coking coal, high-quality resource companies possess long-term value, while transformation companies have growth potential. The sector is set to see valuation increases. The main investment themes for the year include high dividends, green energy transformation, and growth-oriented coal chemical projects. Recommended companies include China Shenhua, Jingyuan Coal Electricity, Energy Investment, Yanzhou Coal, China Xuyang Group, and Baofeng Energy. Additionally, high-quality resource companies recommended are Shaanxi Coal and Chemical Industry, Huaibei Mining, China Coal Energy, Shanxi Coking Coal, Lu'an Environmental Energy, Lanhua Sci-Tech, Panjiang Coal and Electricity, and Pingdingshan Coal [4].

Investment Rating - The report maintains an "Overweight" rating for the coal mining industry [4]. Core Viewpoints - The current coal price adjustment has been ongoing for nearly four years since the historical peak in Q4 2021, with prices generally returning to pre-increase levels. The market is well aware of the price decline, indicating that the bottom may be near. It is essential to understand the industry's fundamental attributes and maintain confidence and determination [3]. - As of April 2025, Australian coal exports totaled 104 million tons, a year-on-year decrease of 8.1%. The decline in exports is attributed to the shutdown of Australian coking coal production, which has led to rising prices [2][6]. - Domestic coal companies are increasingly facing losses, with over half (54.8%) reporting losses as of March 2025. This trend may lead to both passive and active production cuts as prices continue to decline [3]. Summary by Sections Coal Mining Exports - In the first four months of 2025, Australian coal exports decreased by 8.1% year-on-year, totaling 104 million tons. In April alone, exports were 26.53 million tons, down 3.7% year-on-year and 12.3% month-on-month [2]. Price Trends - As of May 16, 2025, coal prices showed mixed trends: Newcastle coal (6000K) was priced at $99.0 per ton (up 0.1%), while European ARA coal was at $94.5 per ton (down 2.6%) [3][35]. The report indicates that the coal price adjustment is nearing its end, with potential for recovery as production cuts may occur due to high overseas mining costs [3]. Recommended Stocks - The report recommends several coal companies, including China Shenhua (601088.SH), Shaanxi Coal (601225.SH), and China Qinfa (00866.HK), all rated as "Buy." Other recommended stocks include China Coal Energy (601898.SH) and Xinjie Energy (601918.SH) [7]. Market Outlook - The report suggests that the coal industry is at a critical stage of price exploration, with the potential for a rebound as the market adjusts to production cuts and changing demand dynamics [3].

Report Overview - Reported Company: Jingyuan Coal and Electricity [16] - Industry: Coal Industry [2] - Research Date: May 15, 2025 [16] Core Viewpoints - In the short - term, the domestic coal market has an oversupply situation with high imports, a slowdown in demand growth, and downward pressure on coal prices, which challenges coal companies' profitability [25] - In the long - term, as the market supply - demand relationship reaches a dynamic balance, coal prices are expected to return to a reasonable range, and the industry's profit level will stabilize, supporting the energy structure transformation [26][27] Summary by Section 1. Research Basic Information - Research Object: Jingyuan Coal and Electricity [16] - Industry: Coal Industry [16] - Reception Time: May 15, 2025 [16] - Company Reception Staff: Chairman Xu Jizong, Independent Director Yuan Jixiang, Financial Controller Wang Wenjian, and Board Secretary Teng Wanjun [16] 2. Detailed Research Institutions - Reception Object: Investors participating in the company's 2024 annual performance online briefing through the Shenzhen Stock Exchange Interactive Easy - Cloud Interview Platform [17] - Object Type: Others [17] 3. Main Content Project Construction - By 2027, the company plans to complete the construction of power plants and coal - chemical projects. The company has three mines under construction. Baiyanzi Coal Mine of Jingtai Coal Industry and Tianbao Hongshaliang Open - pit Mine have entered the trial operation stage, and Hongshaliang Mine is under construction [21] - Among new power projects, the 2×350MW cogeneration project in Lanzhou New Area is planned to be put into operation by the end of 2025, the 2×660MW coal - power project in Qingyang is under construction, and the 2×1000MW project in Lanzhou New Area has completed relevant decision - making and review, with pre - construction procedures in progress [21] - The company's chemical project is implemented by Liuhua Chemical Company. Phase I has entered the trial operation stage and produced chemical products, and Phase II is under construction [21] Profit Growth Drivers - The company is building a new integrated industrial pattern of "coal, power, chemical, and infrastructure". After all projects are put into operation, the annual approved coal production capacity will be 23.14 million tons, and the total power installed capacity will reach 4829MW [21] Coal Consumption and Sourcing - After the completion of the company's power and chemical projects, the internal coal consumption will be nearly 12 million tons per year, and the actual consumption will vary according to coal quality and coal - sourcing structure [23] Project Funding - The company raises project funds through multiple channels. Traditional credit is the main channel, and the company also uses bank loans and introduces strategic investors for power and chemical projects [23] Share Repurchase - The company will study and implement regulatory requirements, conduct market research, and use repurchase loans for market value management when conditions are right [23] Financial Performance - The company's 2024 annual report and 2025 Q1 report are available on cninfo.com.cn [24] - In Q1 2025, the company's coal selling price decreased, leading to lower revenue and profit compared to the same period [26] Industry Outlook - In the short - term, the industry faces challenges such as high supply, slow demand growth, and downward price pressure [25] - In the long - term, the industry will achieve stable development as supply - demand balance is restored [26][27]