二、本次交易的内幕信息知情人核查范围 1 证券代码：601088 证券简称：中国神华 公告编号：临 2026-002 中国神华能源股份有限公司 关于发行股份及支付现金购买资产并募集配套资金暨 关联交易相关主体买卖股票情况的自查报告的公告 中国神华能源股份有限公司董事会及全体董事保证本公告内容不存在任何 虚假记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 担法律责任。 重要内容提示： 中国神华能源股份有限公司（"中国神华"或"上市公司"）拟通过发行 A 股股 份及支付现金的方式购买国家能源投资集团有限责任公司、国家能源集团西部能 源投资有限公司所持标的公司股权并于 A 股募集配套资金（"本次交易"）。根据 中国证券登记结算有限责任公司上海分公司（"中国结算上海分公司"）出具的《信 息披露义务人持股及股份变更查询证明》《股东股份变更明细清单》、内幕信息 知情人出具的自查报告，以及自查期间买卖中国神华股票的相关主体出具的声明 与承诺等文件，在内幕信息知情人等相关方出具的自查报告、声明与承诺信息真 实、准确、完整的前提下，相关机构和自然人买卖上市公司股票的行为不构成内 幕交易行为，对本次交易不构成 ...

Group 1 - The core viewpoint of the article is that China Shenhua's acquisition of group assets will enhance its integrated advantages, profitability, and dividend capacity [1] - The company plans to acquire 12 assets held by the State Energy Group for a total transaction price of 133.6 billion yuan, which will further improve operational capabilities [1] - The acquisition will add over 190 million tons of coal production capacity, along with several coal, electricity, and chemical assets in Xinjiang and Inner Mongolia [1] Group 2 - The projected net profit attributable to shareholders for the years 2025, 2026, and 2027 is estimated to be 52.3 billion yuan, 54.8 billion yuan, and 57.5 billion yuan, respectively [1] - The reasonable value for the company's A-shares is maintained at 46.85 yuan per share, and for H-shares at 45.80 Hong Kong dollars per share [1] - The company maintains a "buy" rating for both A and H shares [1]

Core Viewpoint - The company's coal production slightly decreased by 1.7% in 2025, with a year-on-year decline of 5.7% in Q4. The total coal production and sales for 2025 were 332 million tons and 431 million tons, respectively, reflecting a year-on-year decrease of 1.7% and 6.4% [1] Coal Business - In 2025, the company's coal production was 332 million tons, and sales were 431 million tons, down 1.7% and 6.4% year-on-year, respectively. Q4 production and sales were 81.2 million tons and 114 million tons, showing a year-on-year decline of 5.7% and a slight decrease of 0.2% [1] - The decline in sales was primarily influenced by falling coal prices [1] Transportation Business - The railway turnover slightly increased in 2025, with a year-on-year rise of 2.1% in Q4. The company's self-owned railway transportation turnover was 313 billion ton-kilometers, up 0.3% year-on-year, while Q4 turnover was 78.9 billion ton-kilometers, reflecting a year-on-year increase of 2.1% [2] - The shipping volume at Huanghua Port and Tianjin coal terminal was 21.7 million tons and 4.46 million tons, respectively, with year-on-year increases of 1.2% and 1.4% [2] - The shipping freight volume and turnover were 11.1 million tons and 114.9 billion ton-kilometers, showing year-on-year declines of 14.3% and 23.1% [2] Power Generation Business - The company's power generation decreased by 3.8% in 2025, with a Q4 year-on-year increase of 1.2%. The total power generation for 2025 was 220.2 billion kWh, while Q4 generation was 57.3 billion kWh, reflecting a year-on-year increase of 1.2% but a quarter-on-quarter decline of 10.5% [2] - Several new units were put into operation in the second half of the year, including the No. 4 unit of the Beihai Phase II project and the No. 3 unit of the Qingyuan Phase II project, which are expected to contribute additional capacity in 2026 [2] Profit Forecast and Investment Suggestion - The company plans to acquire 12 assets from the State Energy Group for a total transaction price of 133.6 billion yuan, which is expected to enhance its integrated advantages, profitability, and dividend capacity [2] - The acquisition will add over 19 million tons of coal production capacity and several coal, electricity, and logistics assets in Xinjiang and Inner Mongolia [2] - The projected net profit attributable to shareholders for 2025-2027 is estimated to be 52.3 billion, 54.8 billion, and 57.5 billion yuan, respectively, maintaining a reasonable value of 46.85 yuan per share for A-shares and 45.80 HKD per share for H-shares, with a "buy" rating for both [2]

Core Viewpoint - The restructuring plan of China Shenhua, involving a significant acquisition of energy assets from its controlling shareholder, is a strategic move to enhance its integrated coal-electricity-chemical logistics capabilities, amidst a backdrop of national policies promoting a transition to a safer, greener, and low-carbon coal industry [1][2]. Group 1: Acquisition Details - China Shenhua plans to acquire equity stakes in 12 energy companies from the National Energy Group for a total of 133.598 billion yuan, covering the entire coal industry chain including mining, power generation, coal chemical, and logistics [1]. - The acquisition targets are seen as high-quality assets that will strengthen the company's integrated advantages in coal, electricity, and chemical sectors, enhancing its resilience and supply capabilities [2]. Group 2: Industry Context - The coal industry remains a cornerstone of China's energy supply, contributing approximately 55% of the national electricity generation, 70% of peak capacity, and nearly 80% of grid peak regulation capacity [1]. - Recent national policies, including the "Clean and Efficient Utilization of Coal Action Plan (2024-2027)," aim to guide the coal industry towards a safer and more sustainable development path [1]. Group 3: Regional Focus and Resource Potential - The acquisition significantly boosts China Shenhua's presence in Xinjiang, which holds 25% of the country's confirmed coal reserves, with a forecasted resource potential of 2.19 trillion tons [3]. - Xinjiang's coal production is projected to maintain around 500 million tons annually, with the newly acquired assets contributing over 10 million tons per year, representing 50% of the total acquisition capacity [3]. Group 4: Strategic Implications - The restructuring addresses industry competition issues and consolidates core business operations, positioning China Shenhua as a leader in the ongoing industry consolidation process [3]. - The company aims to innovate and promote smart green mining technologies and integrated operational models, contributing to the development of a new energy system in China [3].

Core Viewpoint - The restructuring and acquisition by China Shenhua, the largest coal listed company in China, aims to enhance its integrated advantages across the coal, electricity, chemical, and logistics sectors, thereby strengthening its role in the national energy security framework [1][2]. Group 1: Acquisition Details - China Shenhua plans to acquire equity stakes in 12 energy companies under its controlling shareholder, the State Energy Group, for a total of 133.598 billion yuan [1]. - The acquisition targets include assets that will enhance the company's integrated advantages in coal, electricity, chemicals, and logistics, which are crucial for improving supply chain resilience and capacity [2]. Group 2: Industry Context - The coal industry is undergoing a transformation towards safety, green, intelligent, and low-carbon development, supported by national policies such as the "Clean and Efficient Utilization of Coal Action Plan (2024-2027)" [1]. - Coal currently accounts for approximately 55% of the national electricity generation, 70% of peak capacity, and nearly 80% of grid peak regulation capacity, highlighting its essential role in the energy structure despite the rise of renewable energy [1]. Group 3: Regional Focus and Resource Potential - The acquisition significantly enhances China Shenhua's presence in the Xinjiang region, which has proven coal reserves of 450 billion tons, representing 25% of the national total, and a forecasted reserve of 2.19 trillion tons [3]. - Xinjiang's coal production capacity is projected to contribute 61% of the new coal mine approvals in 2024, with a stable output of around 500 million tons, facilitating both local conversion and external transportation [3]. Group 4: Strategic Implications - The restructuring addresses industry competition issues and promotes consolidation within the coal sector, positioning China Shenhua as a leader in the ongoing industry integration process [3]. - Future initiatives will focus on promoting intelligent green mining technologies and an integrated operational model, aiming to create a benchmark for multi-dimensional development in the energy sector [3].

此外，实质性解决国家能源集团与中国神华之间长达20年的同业竞争问题，也是此次重组的核心价值。 针对前些年煤炭行业一度出现的无序竞争，国家层面提出了"反内卷"的明确要求。此次重组将国家能源 集团内分散的同类优质资产注入上市公司，不仅是兑现承诺，更避免了重复投资和内部博弈、低效竞 争，使得所有资源能在统一的上市平台下进行最优化配置，释放出"1+1>2"的战略倍增效应。从"价格 外界常以"煤电联营"概括中国神华的商业模式。但早在此次重组之前，中国神华已是综合能源上市公司 中"煤—电—化—运"一体化协同运营的代表。其拥有自有铁路、港口和船队，构建了从矿区直达用户的 自主物流网络，实现了煤炭生产、发电、化工转化与运输销售的高效协同。因此，此次重组的核心逻 辑，并非"从无到有"地构建一体化，而是"从有到优"地实现更高层次、更广范围的全链条闭环与协同增 效。 通过全链条闭环运营，中国神华能够在内部实现资源优化配置，有效平抑煤炭、电力等板块的市场波动 风险。这种基于一体化链条的"内部市场"调节机制，构成了中国神华穿越行业周期波动的"稳定 器"和"缓冲垫"，是其实现业绩稳健、回报可持续的深层密码，也是此次重组获得广大股东青睐的 ...

Summary of China Shenhua's Conference Call Company Overview - **Company**: China Shenhua Energy Company Limited - **Industry**: Coal and Power Generation Key Points Pricing Mechanism and Sales Strategy - In 2026, the coal pricing mechanism is flexible, allowing for negotiated pricing to reflect price fluctuations. The company uses a method of back-calculating port prices from pit prices, with a cap on prices if they exceed a certain limit. January pricing is primarily determined through negotiations, with some reference to the national coal trading center's guidance price [2][3] - The average transportation cost for coal sales is between 80-120 RMB per ton, but actual full transportation costs may be higher [2][5] - Coal sales are categorized based on unified scheduling and pit sales, divided into annual long-term contracts, monthly long-term contracts, and spot sales, without distinguishing between coal types or sales locations [2][5] Production and Sales Performance - As of November, the company achieved 90.9% of its coal production target and 84% of its sales target, with sales slightly below expectations due to market demand. Power generation completed approximately 7.5%, correlating with electricity demand [2][6] - The company expects to maximize external coal procurement in 2026, contingent on not incurring losses, with plans dependent on downstream customer demand and pricing conditions [2][7] Financial Outlook and Capital Expenditure - The capacity electricity price compensation ratio is expected to increase to 50-70% in 2026, significantly impacting revenue diversification. Auxiliary service income is also anticipated to rise due to improved mechanisms and increased new installations [2][4][7] - Capital expenditure for 2026-2027 is projected to be between 30 billion to 50 billion RMB, covering maintenance and new projects, including coal mines and power stations [4][10] Market Conditions and Profitability - Long-term electricity prices are expected to decline by about 1-2 cents in most provinces in 2026, with capacity price increases offsetting some of the decline. Fuel cost changes are critical for profitability, with further budget assessments needed for 2027 [4][7] - The company is actively pursuing auxiliary service revenues to mitigate profit decline risks due to falling long-term electricity prices [7] New Energy and Coal Chemical Projects - As of the third quarter, the company's installed capacity for new energy projects is approximately 3.5 GW, with plans to adjust based on market demand and policy direction. However, the company does not prioritize new energy development, focusing instead on coal-based operations [8] - The company is upgrading its coal-to-olefins project in Baotou, increasing capacity from 600,000 tons to 1.35 million tons, expected to be completed by 2027 [8][9] Strategic Partnerships and Cost Management - The company signed a long-term contract for over 200 million tons of coking coal with Mongolia's ETT, managed by the State Energy Group, indicating strategic procurement considerations [12] - Cost reductions in 2025 were attributed to adjustments in safety production fee standards, with ongoing measures planned for 2026 to maintain cost control despite profit stability pressures [12] Transportation and Supply Chain - Most coal from Xinjiang is consumed locally, with annual external transport volumes between 10 million to 20 million tons. The company is exploring various transportation routes to optimize costs and efficiency [13][14] Dividend Policy - The company commits to a dividend payout ratio of no less than 65% of the net profit attributable to shareholders for 2025-2027, with the recent acquisition not expected to impact this policy [15] Import Strategy - The State Energy Group's coal import strategy is flexible and adjusts based on market conditions and operational needs, rather than adhering to a fixed annual plan [16]

Group 1 - The core point of the news is that Henan Senyuan Electric Co., Ltd. won a procurement project from China Shenhua Energy Co., Ltd. for the Shen Dong Coal branch, with a bid amount of 38.31 million yuan [1][2][3] Group 2 - Senyuan Electric (002358.SZ) reported a revenue of 2.767 billion yuan in 2024, with a revenue growth rate of 4.94% and a net profit attributable to the parent company of 89 million yuan, reflecting a net profit growth rate of 20.03% [2][3] - In the first half of 2025, the company achieved a revenue of 1.347 billion yuan, with a revenue growth rate of 10.22% and a net profit attributable to the parent company of 47 million yuan, indicating a net profit growth rate of 8.30% [2][3] - The company operates in the industrial sector, with its main product types being power transmission and transformation equipment and sanitation services; in 2024, the revenue composition was 84.07% from power transmission products, 13.95% from sanitation services, and 1.98% from other businesses [2][3]

承中国神华能源股份有限公司董事会命 总会计师、董事会秘书 宋静刚 2026 年 1 月 17 日 中国神华能源股份有限公司（"本公司"）董事会及全体董事保证本公告内 容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确 性和完整性承担法律责任。 | 运营指标 | 单位 | 2025 | 年 | 2024 | 年 | 同比变化 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | （重述后） | | （%） | | | | | 12 月 | 累计 | 12 月 | 累计 | 12 月 | 累计 | | （一）煤炭 | | | | | | | | | 商品煤产量 1. | 百万吨 | 27.8 | 332.1 | 29.4 | 337.9 | (5.4) | (1.7) | | 2. 煤炭销售量 | 百万吨 | 41.4 | 430.9 | 38.0 | 460.2 | 8.9 | (6.4) | | （二）运输 | | | | | | | | | 1. 自有铁路运输周转量 | 十亿吨公里 | 24.6 | 313.0 | ...

Group 1 - The core point of the article is that China Shenhua announced a decrease in coal sales volume for the year 2025, with a total of 431 million tons sold, representing a year-on-year decline of 6.4% [1]