晋能控股山西电力股份有限公司 独立董事意见书 根据《关于在上市公司建立独立董事制度的指导意见》、 《独立董事工作制度》和《独立董事年报工作制度》等相关 规章制度的有关规定，作为晋能控股山西电力股份有限公司 独立董事，我们参加了公司第十届五次董事会会议，认真审 阅了公司提供的有关材料并听取有关汇报后，就会议相关内 容发表如下独立意见： 一、关于《对外担保和控股股东及其他关联方占用公司 资金情况的专项说明》的独立意见 1.2023 年半年度报告期内，公司没有发生或以前期间发 生但延续到报告期的重大托管、承包、租赁其他公司资产或 其他公司托管、承包公司资产的事项。 2.截至 2023 年半年度报告期末，公司担保余额合计为 人民币 1,727,714.47 万元，其中，对合并范围外企业担保 余额合计为人民币 151,018.29 万元，占公司最近一期经审 计净资产 107.5 亿元（归属于母公司所有者权益）的 14.05%，无其他对外担保事项发生。没有发生控股股东及 其他关联方非经营性占用公司资金的行为。未有损害股东 权益的情形，亦未损害公司利益的情形。 薛建兰 樊燕萍 栾华 二○二三年八月十六日 ...

| | | 本表已于2023年8月16日获董事会批准 法定代表人: 晋能控股山西电力股份有限公司2023年半年度非经营性资金占用及其他关联资金往来情况汇总表 | 编制单位:晋能控股山西电力股份有限公司 | | | | | | | | | | 单位:万元 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 一半经营性资金占用 4 | 资金占用方名称 | 占用方与上市公司的关联关系 | 上市公司核算 2023年期初占 的会计科目 | 用资金余额 | 息) | 2023年半年度占用累 2023年半年度占 2023年半年度 计发生金额(不含利 用资金的利息(如 偿还累计发生 有) | 金额 | 2023年6月末占 用资金余额 | 占用形成原因 | 占用性质 | | 控股股东、实际控制人及其附属企业 | | | | | | | | | | | | 小计 | | | | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | | ------- | | 前控股股东、实际控制人及其附 属企业 | | | | | | | ...

一、董事会会议召开情况 晋能控股山西电力股份有限公司（以下简称"本公司" 或"公司"）十届五次董事会于 2023 年 8 月 16 日以通讯表 决方式召开。会议通知于 8 月 7 日以电话和电邮方式通知全 体董事。会议应参加表决董事 7 人，实际参加表决董事 7 人。 会议符合《公司法》及《公司章程》的规定，会议审议并形 成以下决议。 二、董事会会议审议情况 1.会议以 7 票同意，0 票反对，0 票弃权，审议通过了 《2023 年半年度报告全文及摘要》。（具体内容详见公司于 同日披露的《2023 年半年度报告》） 特此公告。 晋能控股山西电力股份有限公司董事会 证券代码：000767 证券简称：晋控电力 公告编号：2023 临─035 晋能控股山西电力股份有限公司 十届五次董事会决议公告 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， 没有虚假记载、误导性陈述或重大遗漏。 二○二三年八月十六日 ...

证券代码：000767 证券简称：晋控电力 公告编号：2023 临－034 晋能控股山西电力股份有限公司 2023 年第三次临时股东大会决议公告 本公司及其董事、监事、高级管理人员保证公告内容的真实、准确和完 整，公告不存在虚假记载、误导性陈述或者重大遗漏。 3.召开方式：本次股东大会采取现场投票和网络投票相 结合的方式。 4.召集人：公司董事会 特别提示： 1.本次会议召开期间没有增加、变更提案，通过了全部 四项提案。 2.本次股东大会决议不涉及变更前次股东大会决议。 一、会议召开和出席情况 1.会议召开时间： （1）现场会议召开时间：2023年8月10日上午9:00 （2）网络投票表决时间：2023年8月10日 其中，通过深圳证券交易所交易系统进行网络投票的具 体时间为：2023年8月10日上午9:15-9:25，9:30-11:30和 13:00-15:00；通过深圳证券交易所互联网投票系统投票的 具体时间为：2023年8月10日9:15至15:00期间的任意时间。 2.现场会议召开地点：太原市晋阳街南一条10号晋控电 力15楼1517会议室。 5.现场会议主持人：公司董事长刘会成先生 6.本次会议的召 ...

山 西 华 炬 律 师 事 务 所 关 于 晋 能 控 股 山 西 电 力 股 份 有 限 公 司 2023 年 第 三 次 临 时 股 东 大 会 之 法律 意 见 书 太原市长风商务区长兴路1号华润大厦T4座34-35层 030000 34-35 / f, building T4, China resources building, no.1 changxing road, changfeng business district, taiyuan city. 电话/Tel：0351 -2715333\4\5\6\7\8\9 E-mail: office@huajulaw.com www.huajulaw.com 法律意见书 山西华炬律师事务所 关于晋能控股山西电力股份有限公司 2023 年第三次临时股东大会之 法律意见书 华律字〔2023〕0810-58 号 本所律师同意将本法律意见书作为公司本次股东大会的必备文件进行公告， 并依法对本所律师在其中发表的法律意见承担责任。 本所及经办律师依据《证券法》、《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以 ...

证券代码：000767 证券简称：晋控电力 公告编号：2023 临─023 晋能控股山西电力股份有限公司 关于参加山西辖区上市公司 2023 年投资者 网上集体接待日活动的公告 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， 没有虚假记载、误导性陈述或者重大遗漏。 为进一步加强与投资者的互动交流，晋能控股山西电力 股份有限公司（以下简称"公司"）将参加由中国证券监督 管理委员会山西监管局、山西省上市公司协会与深圳市全景 网络有限公司联合举办的"2023 年山西辖区上市公司投资者 集体接待日活动"，现将相关事项公告如下： 本次活动将采用网络远程的方式举行，投资者可登录 "全景路演"网站（http://rs.p5w.net），或关注微信公众 号：全景财经，或下载全景路演 APP,参与本次互动交流，活 动时间为 2023 年 5 月 11 日（周四）15:00-17:00。届时公司 高管将在线就公司 2022 年度业绩、公司治理、发展战略、 经营状况、融资计划和可持续发展等投资者关心的问题，与 投资者进行沟通与交流，欢迎广大投资者踊跃参与！ 特此公告。 晋能控股山西电力股份有限公司董事会 二○二三年五月八日 ...

Financial Performance - The company reported a net loss, leading to a 57.95% decrease in undistributed profits to CNY -823,286,943.66[7] - Net profit attributable to shareholders of the listed company was -¥140,297,619.89, a significant decrease of 4,942.13% from ¥2,897,437.89 in the previous year[45] - Net cash flow from operating activities was -¥445,277,169.04, down 291.03% from ¥233,092,885.05 in the same period last year[45] - Net profit for the period was a loss of ¥165.84 million, compared to a profit of ¥10.30 million in the previous period, indicating a significant downturn[55] - Operating profit turned negative at ¥-128.38 million, down from a profit of ¥40.68 million previously[55] - The net profit attributable to the parent company was -140,297,619.89, compared to 2,897,437.89 in the previous period[56] - The total comprehensive income attributable to the parent company was -140,297,619.89, while the previous period was 2,897,437.89[56] - The total comprehensive income for minority shareholders was -25,542,724.50, compared to 7,400,886.39 in the previous period[56] - The total comprehensive income for the period was -165,840,344.39, compared to 10,298,324.28 in the previous period[56] Revenue and Expenses - Total operating revenue for Q1 2023 reached ¥5,482,884,068.50, an increase of 19.44% compared to ¥4,590,303,501.12 in the same period last year[45] - Research and development expenses surged by 1629.16% to CNY 2,107,918.10, reflecting increased investment in R&D[7] - Cash paid for purchasing goods and services increased by 61.11% to CNY 4,943,776,037.46, driven by higher fuel payments[7] - The company paid CNY 451,184,405.23 in dividends and interest, an increase of 62.53% due to perpetual bond interest payments[7] Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥63,330,610,313.47, reflecting a slight increase of 0.54% from ¥62,988,724,979.15 at the end of the previous year[45] - Total assets increased to ¥63.33 billion from ¥62.99 billion, reflecting a growth of approximately 0.55%[52] - Current assets rose to ¥21.45 billion, up from ¥20.53 billion, marking an increase of about 4.45%[52] - Accounts receivable increased to ¥7.46 billion, compared to ¥6.84 billion, representing a growth of approximately 9.06%[52] - Total liabilities increased to ¥52.87 billion from ¥52.25 billion, showing a rise of about 1.19%[53] - Short-term borrowings decreased to ¥5.74 billion from ¥6.17 billion, a decline of approximately 7.06%[53] - Long-term borrowings increased to ¥21.88 billion from ¥18.23 billion, an increase of about 20.00%[53] - The company's total equity decreased to ¥10.46 billion from ¥10.74 billion, a decline of approximately 2.63%[53] - The total equity attributable to shareholders of the listed company decreased by 2.43% to ¥10,489,093,335.83 from ¥10,750,159,652.05 at the end of the previous year[45] Cash Flow - Cash and cash equivalents at the end of the period totaled ¥7,414,043,276.00, an increase from ¥5,870,514,590.49 at the end of the previous year[41] - The company reported a net cash inflow from financing activities of ¥1,545,914,760.61, down from ¥2,988,642,814.25 in the previous year[41] - The company received cash from borrowings amounting to ¥5,339,000,000.00, an increase from ¥4,317,231,469.49 in the same period last year[41] Interest and Investment - Interest income rose by 143.31% to CNY 23,358,076.61, attributed to higher interest rates during the reporting period[7] - The investment income decreased by 93.17% to CNY 2,462,400.00 due to losses from associated companies[7] Shareholder Equity - The minority shareholders' equity decreased by 328.43% to CNY -33,320,020.49, primarily due to losses incurred by subsidiaries during the reporting period[7] - The weighted average return on net assets was -4.43%, a decrease of 4.47% compared to 0.04% in the previous year[45] - Basic earnings per share for Q1 2023 was -¥0.0982, a decline of 11,011.11% from ¥0.0009 in the same period last year[45] - Basic and diluted earnings per share were both -0.0982, compared to 0.0009 in the previous period[56]

Financial Performance - The company's operating revenue for 2022 was ¥20,219,748,627.31, an increase of 32.5% compared to ¥15,274,800,598.55 in 2021[11] - The operating revenue after deductions was ¥20,140,876,456.12, reflecting a significant increase from ¥15,113,205,443.47 in the previous year[11] - The company's revenue from electricity sales in 2022 was approximately ¥15.05 billion, accounting for 80.16% of total operating costs, representing a year-on-year increase of 42.43%[30] - The revenue from heat sales in 2022 was approximately ¥1.79 billion, making up 9.51% of total operating costs, with a year-on-year increase of 33.85%[30] - The company's operating cash inflow totaled ¥22,731,598,057.41, representing a 49.14% increase compared to the previous year[84] - The total revenue for Q4 2022 was ¥5,465,465,537.35, showing a consistent revenue stream throughout the year[109] - The coal segment saw a significant revenue increase of 62.08%, contributing ¥5,881,818,028.89, which is 29.09% of total revenue[98] - The company reported a total of ¥117.37 million in non-operating income for the reporting period[45] - The company's total operating revenue for thermal power reached ¥15,191,234,485.67, an increase of 45.72% year-on-year[132] Profitability and Net Profit - The net profit attributable to ordinary shareholders, after deducting perpetual bond interest of ¥105,400,000, was not specified but is a key metric for performance evaluation[10] - The total profit for the company was -630 million yuan, a decrease of 2,474.80% year-on-year[97] - The net profit attributable to shareholders was -683 million yuan, a decrease of 17,871.68% year-on-year[97] - The net profit attributable to shareholders for 2022 was -¥682,562,776.55, a significant decline of 17,871.68% from a profit of ¥3,840,732.04 in 2021[134] - The company reported a net profit attributable to shareholders of -¥730,330,521.30 in Q4 2022, contrasting with profits in earlier quarters[109] Operating Costs and Expenses - The increase in fuel costs was primarily due to rising fuel prices during the reporting period[31] - The increase in operating costs related to entrusted operation fees, material costs, and repair costs was due to higher electricity and heating output[31] - The company's fuel costs for electricity amounted to ¥10,007,146,786.51, representing 53.30% of total operating costs, an increase of 54.01% compared to ¥6,497,772,501.24 in 2021[53] - The company's total operating costs for electricity increased by 54.01% year-on-year, driven primarily by rising fuel costs[53] - Cash outflows from operating activities rose by 63.55%, mainly due to increased cash payments for goods and taxes[100] Environmental Impact and Emissions - The total emissions of particulate matter from Jin Energy Control Shanxi Changzhi Power Co., Ltd. were 35.97 tons, with no exceedance of emission standards[27] - The total emissions of sulfur dioxide from Jin Energy Control Shanxi Changzhi Power Co., Ltd. were 503.08 tons, with no exceedance of emission standards[27] - The total emissions of nitrogen oxides from Jin Energy Control Shanxi Changzhi Power Co., Ltd. were 903.13 tons, with no exceedance of emission standards[27] - The company’s nitrogen oxide emissions from the Wangping Power Plant were recorded at 36.38 mg/m3, with total emissions of 315.17 tons for the reporting period[49] - The company’s sulfur dioxide emissions from the Wangping Power Plant were recorded at 11.99 mg/m3, with total emissions of 107.8 tons for the reporting period[49] - The company’s total emissions of nitrogen oxides from the Tongda Thermal Power Plant were recorded at 34.85 mg/m3, with total emissions of 427.61 tons[49] Research and Development - Research and development personnel increased by 19.63% from 107 in 2021 to 128 in 2022, with the proportion of R&D personnel rising from 1.37% to 1.63%[60] - R&D investment amounted to ¥22,622,808.81 in 2022, a 9.60% increase from ¥20,640,874.14 in 2021, while the ratio of R&D investment to operating revenue decreased from 0.14% to 0.11%[60] - The company capitalized R&D expenditures amounting to ¥13,450,613.33, representing 59.46% of total R&D investment, a significant shift from 0% in the previous year[60] - The company achieved a 15% increase in mill output through the upgrade of coal mills, extending maintenance intervals from once a year to every 2.5-3 years[60] - The company has made significant advancements in technology, applying for multiple patents and publishing 62 scientific papers in 2022[94] Strategic Initiatives and Future Outlook - The company has outlined potential risks and countermeasures in its future development outlook, which investors are encouraged to review[16] - The company is committed to improving internal controls and has established standards for identifying significant deficiencies in financial reporting[25] - The company is actively promoting long-term coal supply agreements to mitigate fuel cost increases, with a focus on maintaining uninterrupted fuel supply[90] - The company is implementing a "three modifications" strategy for existing thermal power units to improve efficiency and reduce coal consumption[121] - The company aims to improve its carbon emission management system and enhance the quality of carbon emission data[144] Governance and Management - The company has established an independent financial department with a complete accounting system and financial management protocols[151] - The company has a governance structure that includes independent directors and a supervisory board, ensuring compliance and oversight[174] - The company has maintained an independent decision-making and management system, ensuring operational autonomy from its controlling shareholder[173] - The company has a commitment to transparency, as evidenced by the detailed reporting of shareholder meeting outcomes and management changes[154][159] - The total remuneration for directors, supervisors, and senior management in 2022 amounted to CNY 5.9309 million[189]

Financial Performance - The company's operating revenue for Q3 2022 was ¥5,433,137,237.14, an increase of 44.89% compared to ¥3,720,209,814.28 in the same period last year[7] - Net profit attributable to shareholders was ¥28,023,469.95, a significant increase of 1,551.61% from a loss of ¥8,342,268.86 in the previous year[7] - The company reported a 51.33% increase in operating revenue year-to-date, totaling ¥14,754,283,089.96, driven by higher electricity sales volume and prices[18] - Total operating revenue for the period reached ¥14,754,283,089.96, a significant increase from ¥9,750,005,002.08 in the previous period, representing a growth of approximately 51.5%[36] - The net profit attributable to the parent company's shareholders was ¥11,525,734,455.37, up from ¥9,166,095,238.91, reflecting a growth of approximately 25.7%[35] - The net profit for the current period is 26,951,816.27, compared to a net loss of 64,012,925.65 in the previous period, indicating a significant turnaround[38] - Total profit reached 148,867,514.27, up from 73,143,247.97, marking an increase of about 103.5%[38] - Operating profit increased to 50,396,921.75 from 26,878,502.76, reflecting a growth of approximately 87.5%[38] Cash Flow and Liquidity - The net cash flow from operating activities for the year-to-date was ¥954,786,805.77, up 86.89% from ¥553,824,616.95 in the previous year[7] - Cash flow from operating activities generated a net amount of 954,786,805.77, compared to 510,874,471.14 in the previous period, representing an increase of approximately 86.7%[42] - Cash flow from financing activities resulted in a net inflow of 4,014,726,144.20, compared to 1,779,662,171.01 in the previous period, showing a growth of about 125.5%[45] - The company's cash and cash equivalents as of September 30, 2022, amounted to ¥9,240,242,050.52, an increase from ¥6,641,398,698.19 at the beginning of the year, representing a growth of approximately 39.9%[29] - The total cash and cash equivalents at the end of the period amounted to 5,995,301,043.57, compared to 2,598,098,767.07 at the end of the previous period, indicating an increase of approximately 130.5%[45] - The company received cash from sales of goods and services totaling 14,013,610,150.03, compared to 8,686,489,491.81 in the previous period, reflecting an increase of about 61.5%[42] Assets and Liabilities - The company's total assets as of September 30, 2022, were ¥63,711,585,022.02, reflecting a 3.61% increase from the previous year-end[7] - Total assets increased to ¥63,711,585,022.02 from ¥61,490,920,098.45, marking a growth of approximately 3.6%[35] - Current liabilities decreased to ¥25,501,041,880.70 from ¥31,230,173,653.96, a reduction of about 18.3%[32] - Non-current liabilities rose to ¥26,595,807,265.45 from ¥20,984,780,163.70, an increase of approximately 26.9%[32] - The total current assets reached ¥20,956,811,982.15, up from ¥17,888,266,867.66, indicating an increase of approximately 11.6%[29] - Non-current assets totaled ¥42,754,773,039.87, a decrease from ¥43,602,653,230.79, indicating a reduction of about 1.9%[32] Shareholder Information - The total number of common shareholders at the end of the reporting period is 118,717, with the largest shareholder, Jinneng Holding Coal Industry Group Co., Ltd., holding 29.43% of shares, equating to 905,653,810 shares[20] - The top ten shareholders include state-owned entities, with the Shanxi Provincial Government holding 9.72% of shares, equating to 299,130,000 shares[20] - The company has a total of 164,640,883 preferred shares with restored voting rights held by the largest shareholder[20] - Jinneng Holding Coal Industry Group Co., Ltd. participated in margin trading with 340,000,000 shares[26] Investment and R&D - The company recorded a 307.01% increase in investment income, amounting to ¥194,355,759.78, due to improved profitability of associated companies[18] - Research and development expenses for the period were ¥10,112,250.14, reflecting ongoing investment in innovation[36] - The company reported an investment income of ¥194,355,759.78, significantly higher than ¥47,752,141.69 in the previous period, indicating improved performance in investments[36] Operational Costs - Total operating costs amounted to ¥14,921,570,018.29, compared to ¥9,786,590,041.01 in the prior period, indicating an increase of about 52.5%[36] Market Strategy - The company is actively exploring market expansion strategies and new product development initiatives[25]

Financial Performance - The company's operating revenue for the first half of 2022 was ¥9,321,145,852.82, representing a 55.35% increase compared to ¥5,898,511,139.12 in the same period last year[25]. - The net profit attributable to shareholders was ¥19,744,274.80, a decrease of 45.07% from ¥35,945,607.31 in the previous year[25]. - The net cash flow from operating activities was ¥587,260,439.04, up 28.52% from ¥416,605,985.42 in the same period last year[25]. - Total assets at the end of the reporting period were ¥65,532,774,445.61, an increase of 6.57% from ¥61,490,920,098.45 at the end of the previous year[25]. - The net assets attributable to shareholders increased by 25.97% to ¥11,546,210,985.42 from ¥9,166,095,238.91 at the end of the previous year[25]. - The basic earnings per share were -¥0.0009, a decline of 107.69% compared to ¥0.0043 in the same period last year[25]. - The company's total revenue for the reporting period reached ¥9,321,145,852.82, representing a 55.35% increase compared to ¥6,000,102,751.78 in the same period last year[37]. - The operating cost increased by 62.49% to ¥8,206,042,076.22, primarily due to the commissioning of Changzhi Power Plant and rising coal procurement costs[37]. - The company's total revenue from electricity generation reached ¥7,814,103,889.51, with a gross margin of 17.61%, reflecting a year-on-year revenue increase of 60.72%[44]. - The revenue from thermal power generation was ¥6,811,563,988.94, with a gross margin of 12.03%, showing an increase of 81.63% compared to the same period last year[44]. Investment and Financing - Research and development investment surged by 100% to ¥6,998,023.63, reflecting an increase in R&D projects[40]. - The company achieved a significant increase in financing activities, with net cash flow from financing activities rising by 517.63% to ¥4,938,262,093.19[40]. - The company reported a significant increase in investment, with a total of ¥205,270,000 during the reporting period, a 3,321.17% increase compared to the previous year[53]. - The company reported a total of 268,772.45 thousand yuan in fuel procurement from related parties, accounting for 55.95% of similar transaction amounts[115]. - The company engaged in transportation services with related parties, totaling 22,502.22 thousand yuan, which represents 52.05% of similar transaction amounts[115]. - The company confirmed a maximum daily deposit balance of 56,221.28 thousand yuan with a related financial company, with a range of interest rates from 0.47% to 3.025%[125]. Environmental Compliance - The company is classified as a key pollutant discharge unit by environmental protection authorities[75]. - Total emissions of smoke dust from Jin Kong Power Tonghua Shanxi Power Co. amounted to 12.68 tons, with a concentration of 0.97 mg/m³, well below the provincial standard[75]. - Total emissions of sulfur dioxide from Jin Kong Power Tonghua Shanxi Power Co. reached 212.37 tons, with a concentration of 16.67 mg/m³, compliant with the provincial standard[75]. - Total emissions of nitrogen oxides from Jin Kong Power Tonghua Shanxi Power Co. were 519 tons, with a concentration of 40.43 mg/m³, adhering to the provincial standard[75]. - The company completed ultra-low emission retrofitting for all 10 active thermal power units, achieving a desulfurization facility operation rate of 100%[88]. - The newly established Changzhi Power Plant has commenced production, designed to meet ultra-low emission standards, with pollutant removal rates meeting design requirements[88]. - The company has implemented a carbon emission management information system, leading to a gradual decrease in carbon emissions and intensity[94]. - The company has established a comprehensive environmental monitoring plan, ensuring compliance with local environmental protection regulations[93]. Community Engagement and Social Responsibility - The company is actively involved in rural revitalization efforts, focusing on poverty alleviation and community support initiatives[97]. - The company actively engaged in photovoltaic poverty alleviation projects, benefiting 1,600 households in Qicheng Town with an annual payment of 3,000 yuan per household for 20 years[99]. - The company established a "Love Supermarket" in Longgong Village, distributing over 16,000 yuan worth of materials in the first half of 2022[99]. - The company monitored poverty alleviation households for potential return to poverty due to illness or disaster, conducting skills training and home visits[99]. Corporate Governance - The company maintains a strong governance structure and a professional management team, ensuring effective decision-making and operational efficiency[36]. - The company held two shareholder meetings during the reporting period, with participation rates of approximately 46.8% and 46.79% respectively, indicating strong shareholder engagement[68]. - The company has no stock incentive plans, employee stock ownership plans, or other employee incentive measures in place during the reporting period[71]. Future Commitments and Strategic Planning - The company has a clear medium to long-term development plan, focusing on clean energy and advanced coal power generation projects[36]. - The company is focused on expanding its renewable energy portfolio, with a commitment of 45,000 million for future revenue from new energy projects[149]. - The company has secured future revenue commitments totaling 30,000 million with a guarantee period of 1 year as of December 22, 2021[143]. - The company has ongoing projects with future revenue commitments of 42,000 million and 35,243.05 million, both with an 8-year duration, showcasing its expansion strategy[155]. - The company has a significant future revenue commitment of 62,000 million for a project lasting 17 years, indicating robust long-term planning[155].