证券代码：002128 证券简称：电投能源 公告编号：2025076 内蒙古电投能源股份有限公司 2025年第十四次临时董事会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 （一）内蒙古电投能源股份有限公司（简称"电投能源"或"公 司"）于 2025 年 11 月 14 日以电子邮件等形式发出 2025 年第十四 次临时董事会会议通知。 （二）会议于 2025 年 11 月 18 日以通讯方式召开。 （三）董事会会议应出席董事 11 人，以通讯方式出席会议并表 决董事 11 人，分别为王伟光、田钧、于海涛、李岗、胡春艳、应宇 翔、李宏飞董事和陈天翔、陶杨、李明、张启平独立董事。 （四）会议召集人：董事长、党委书记王伟光。 （五）本次会议的召开符合法律、行政法规、部门规章和《公司 章程》等规定。 二、董事会会议审议情况 （一）关于新聘 2025 年度财务决算审计中介机构的议案； 内容详见同日刊登在《中国证券报》《上海证券报》《证券时报》 及巨潮资讯网 www.cninfo.com.cn《关于新聘（变更）2025 年度财务 决算审 ...

Investment Rating - The investment rating for the company is "Outperform the Market" (maintained) [1][3][16] Core Views - The major asset restructuring is beneficial for the company as it helps resolve industry competition issues, increases capacity, and enhances performance. The restructuring is expected to increase revenue by approximately 38%, net profit attributable to shareholders by about 27%, and total assets by around 46% by the first half of 2025 [3][4][16] - The target company's assets are of high quality, with a transaction price of approximately 11.15 billion yuan. The expected price-to-earnings ratio (PE) for the acquisition is between 5.5 and 6, while the company's current PE is around 11. The company maintains its profit forecast, expecting net profits attributable to shareholders to be 5.6 billion, 5.8 billion, and 6 billion yuan for 2025, 2026, and 2027 respectively [3][16] Summary by Sections Transaction Details - The company plans to acquire 100% equity of Baiyinhu Coal Power through issuing shares and cash, with a total transaction price of 1,114.19 million yuan, consisting of 156.09 million yuan in cash and 958.83 million yuan in shares. The share issuance price is set at 15.57 yuan per share, resulting in the issuance of 649,174,342 shares, accounting for 22.46% of the total share capital post-transaction [2][3] Financial Impact - The completion of the transaction is expected to lead to a slight decrease in immediate earnings per share, but it is projected that the acquisition will not dilute the company's earnings per share for the first nine months of 2025. Long-term, the acquisition is expected to enhance the company's earnings per share as the target company's performance improves [5][16] - Key financial indicators post-transaction include total assets increasing from approximately 54.98 billion yuan to 80.08 billion yuan (46% increase), total liabilities rising from about 14.99 billion yuan to 33.32 billion yuan (122% increase), and net profit attributable to shareholders increasing from approximately 2.79 billion yuan to 3.55 billion yuan (27% increase) [7][16] Business Overview - Baiyinhu Coal Power's main businesses include coal, electrolytic aluminum, and electricity production. The company has an annual coal production capacity of 15 million tons and an electrolytic aluminum capacity of 405,300 tons. The coal products are primarily sold to coal-fired enterprises in Inner Mongolia, Jilin, and Liaoning [4][8] - The electrolytic aluminum business contributes significantly to revenue, accounting for 67% of the total revenue in the first half of 2025, with a gross profit margin of 56.5% [8][9] Performance Commitments - The performance commitments for the Baiyinhu Coal Power's mining rights include expected net profits of 554.31 million yuan for 2026, 2027, and 2028, and 575.17 million yuan for 2029. The commitments ensure that the company will achieve a cumulative net profit of no less than 1.66 billion yuan over the specified years [14][15][16]

证券日报网讯电投能源（002128）11月18日在互动平台回答投资者提问时表示，截至2025年三季度末， 公司股东总数27062户。 ...

Market Overview - The coal mining sector experienced a decline of 2.38% on November 18, with Zhengzhou Coal Power leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Individual Stock Performance - Zhengzhou Coal Power (600121) closed at 5.08, down 8.30% with a trading volume of 1.25 million shares and a transaction value of 645 million yuan [1] - Dayou Energy (600403) closed at 10.26, down 7.98% with a trading volume of 2.00 million shares and a transaction value of 2.22 billion yuan [1] - Liaoning Energy (600758) closed at 4.28, down 5.93% with a trading volume of 537,200 shares and a transaction value of 233 million yuan [1] - Other notable declines include Lu'an Environmental Energy (669109) down 5.60%, and Electric Power Investment Energy (002128) down 5.51% [1] Capital Flow Analysis - The coal mining sector saw a net outflow of 1.616 billion yuan from institutional investors, while retail investors contributed a net inflow of 1.356 billion yuan [1] - The table of capital flow indicates that Electric Power Investment Energy (002128) had a net inflow of 27.82 million yuan from institutional investors, despite a net outflow from retail investors [2] - Other companies like Huai Bei Mining (600985) and Gansu Energy Chemical (000552) also showed mixed capital flows, with varying degrees of net inflows and outflows from different investor types [2]

Core Viewpoint - The company announced plans to acquire 100% equity of Baiyinhu Coal Power from State Power Investment Corporation for a total price of 11.149 billion yuan, while also issuing shares to raise matching funds from up to 35 qualified investors [1][2]. Group 1: Acquisition Details - The acquisition will involve a combination of cash and share payments, with approximately 1.561 billion yuan in cash and 9.588 billion yuan in shares, at a share price of 14.77 yuan per share, resulting in the issuance of about 649 million shares, which will account for 22.46% of the total share capital post-transaction [2]. - The transaction is expected to increase the company's net profit attributable to shareholders from 2.787 billion yuan to 3.549 billion yuan by mid-2025, although it may slightly dilute EPS in the short term and raise the debt-to-equity ratio above 40% [2]. Group 2: Strategic Importance - This acquisition is a key move in the company's vertical integration strategy, enhancing the "coal-electricity-aluminum" industrial chain and resource self-sufficiency, with total coal production capacity increasing from 48 million tons per year to 63 million tons per year, a 31.3% increase [3]. - The integration of Baiyinhu Coal Power's resources, including a coal mine with geological reserves of 999 million tons and associated power and aluminum production facilities, will significantly strengthen the company's competitive edge in the industry [3]. Group 3: Shareholder Returns and Future Outlook - The company has introduced a shareholder dividend plan for 2025-2027, committing to distribute at least 30% of the average distributable profit in cash annually, indicating strong cash flow and a commitment to shareholder returns [4]. - The potential future injection of aluminum assets from the parent group, which currently holds about 80% of the electrolytic aluminum capacity, could significantly enhance the company's profitability and valuation [4]. - Profit forecasts for 2025-2027 estimate net profits of 5.606 billion yuan, 5.940 billion yuan, and 6.308 billion yuan, reflecting year-on-year growth rates of 4.95%, 5.96%, and 6.18% respectively, with corresponding PE ratios of 11.45, 10.80, and 10.17 [4].

Core Viewpoint - The restructuring of Inner Mongolia Electric Power Investment Co., Ltd. (Electric Power Investment) has been successfully completed, increasing its market value from 40 billion to 60 billion yuan, and reinforcing its strategic position within the State Power Investment Corporation [1][2]. Group 1: Restructuring Details - The restructuring plan was announced on April 30, with the formal disclosure of the draft on November 14, involving the acquisition of 100% equity of Baiyin Hwa Coal Power Co., Ltd. for 11.149 billion yuan [2][3]. - The transaction will reduce the largest shareholder's stake from 55.77% to 43.24%, while the Inner Mongolia Energy Company will become the second-largest shareholder with a 22.46% stake [2][3]. - The share issuance price is set at 14.77 yuan per share, with 649 million shares to be issued, representing 22.46% of the total share capital post-transaction [2][3]. Group 2: Financial Impact - The net asset value of Baiyin Hwa Coal Power is assessed at 10.998 billion yuan, with a 46% appreciation over its book value [3]. - Post-transaction, Electric Power Investment's total assets will increase from 54.979 billion yuan to 80.079 billion yuan, while total liabilities will rise from 14.989 billion yuan to 33.318 billion yuan, leading to an increase in the debt-to-asset ratio from 27.26% to 41.61% [3][4]. - The company reported a revenue of 22.403 billion yuan for the first three quarters, a year-on-year increase of 2.72%, but a net profit decline of 6.40% [3][4]. Group 3: Performance Commitments - The restructuring includes performance commitments, ensuring that Baiyin Hwa Coal Power achieves a cumulative net profit of no less than 1.663 billion yuan during the commitment period [4]. - If the transaction is completed by 2026, the profit commitments for the subsequent years are specified, with adjustments if the transaction is delayed [4]. Group 4: Strategic Advantages - The acquisition will enhance Electric Power Investment's coal production capacity from 48 million tons to 63 million tons, a 31.3% increase, and strengthen its "coal-electricity-aluminum" synergy [6][7]. - Baiyin Hwa Coal Power's operations align with Electric Power Investment's business focus, contributing significantly to its revenue and profit margins [7]. - Analysts predict that the acquisition will increase Electric Power Investment's annual net profit by approximately 1.867 billion yuan, enhancing its competitive edge in the industry [6][7]. Group 5: Market Reaction and Valuation - Following the announcement of the asset restructuring, Electric Power Investment's stock price has risen over 62%, adding more than 20 billion yuan to its market capitalization [7][8]. - Current estimates suggest that the intrinsic value of Electric Power Investment could reach 94.375 billion yuan, indicating potential for further market recognition and valuation increase [8].

Group 1 - The construction of the Zalu Phase II project is progressing as planned according to the company [1] - The main entity responsible for the Zalu Phase II construction is Inner Mongolia Huomei Hongjun Aluminum Power Co., Ltd., in which the company holds a 51% stake [1]

电投能源（002128.SZ）11月18日在投资者互动平台表示，公司暂无后续电解铝产能规划。 （文章来源：每日经济新闻） 每经AI快讯，有投资者在投资者互动平台提问：公司收购的白音华煤电公司目前拥有电解铝产能40万 吨，请问后续还有电解铝产能规划吗？ ...

电投能源（002128.SZ）11月18日在投资者互动平台表示，公司目前没有在建或建成的绿电直连项目。 （文章来源：每日经济新闻） 每经AI快讯，有投资者在投资者互动平台提问：有报道说，远景在赤峰的实践：143万千瓦风光+680 MWh储能，实现100%绿电直连工业系统。并且已经稳定运行22个月。电投能源何时能绿电直连供给制 造业企业？电价估计是多少？是卖给第三方企业还是全部自用？ ...

Core Viewpoint - State Power Investment Corporation (SPIC) is advancing the integration of coal and power assets, with a significant asset restructuring plan involving the acquisition of 100% equity in Baiyinhu Coal Power Co., Ltd. for a total consideration of 11.149 billion yuan [1][2]. Group 1: Acquisition Details - The acquisition price for Baiyinhu Coal Power is set at 11.149 billion yuan, based on an asset-based valuation as of March 31, 2025, which includes a post-valuation increase of 1.51 billion yuan [2]. - The payment structure for the acquisition consists of 1.561 billion yuan in cash and 9.588 billion yuan in shares, with the issuance of approximately 649 million shares at an adjusted price of 14.77 yuan per share [2]. - SPIC plans to raise up to 4.5 billion yuan from no more than 35 specific investors to support the acquisition and related projects [1][2]. Group 2: Financial Performance of Baiyinhu Coal Power - Baiyinhu Coal Power is projected to achieve revenues of 7.316 billion yuan, 11.399 billion yuan, and 5.552 billion yuan for the years 2023, 2024, and the first half of 2025, respectively, with net profits of 485 million yuan, 1.448 billion yuan, and 762 million yuan [1][3]. - The gross profit margin for Baiyinhu Coal Power improved to 30.49% in the first half of 2025, up from 26.79% in 2023 [3]. Group 3: Strategic Implications - The transaction is expected to enhance SPIC's industrial synergy in the coal, power, and aluminum sectors, thereby expanding asset scale and improving profitability [1][3]. - The acquisition aligns with SPIC's strategy to increase the securitization rate of state-owned assets and optimize resource integration, aiming for maximum value for shareholders [3]. - Following the completion of the transaction, SPIC's total assets are projected to increase significantly from 54.979 billion yuan to 80.079 billion yuan, and equity from 35.807 billion yuan to 42.217 billion yuan [7].