安徽天禾律师事务所 淮北矿业 2025 年第一次临时股东会法律意见书 关于淮北矿业控股股份有限公司 2025 年第一次临时股东会 的法律意见书 地址：安徽省合肥市怀宁路 288 号置地广场 A 座 34-35 楼 电话:（0551）2642792 传真:（0551）2620450 一 安徽天禾律师事务所 淮北矿业 2025 年第一次临时股东会法律意见书 安徽天禾律师事务所 关于淮北矿业控股股份有限公司 2025 年第一次临时股东会 的法律意见书 天律意 2025 第 02504 号 致:淮北矿业控股股份有限公司 淮北矿业 2025 年第一次临时股东会法律意见书 2025年9月23日上午9:00 在淮北矿业会议中心召开,会议由董事长孙方先生 主持,本次股东会召开的实际时间、地点、方式与会议通知内容一致。 除现场会议外,公司还通过上海证券交易所交易系统和互联网投票系统向 股东提供了网络形式的投票平台,通过交易系统投票平台的投票时间为股东会 召开当日（2025年９月23日）的交易时间段，即 9:15-9:25，9:30-11:30， 13:00-15:00;通过互联网投票平台的投票时间为股东会召开当日（2025年9 ...

证券代码：600985 证券简称：淮北矿业 公告编号：2025-035 淮北矿业控股股份有限公司 2025年第一次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 23 日 (二)股东大会召开的地点：安徽省淮北市人民中路 276 号淮北矿业会议中心 2、 公司在任监事5人，出席4人，监事杭春慧先生因工作原因未能出席本次会议； 3、 公司董事会秘书刘杰先生出席本次会议；部分高级管理人员列席本次会议。 二、 议案审议情况 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 398 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,749,108,196 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 64.9439 | | 份总数的比例（%） | | (四)表决方式是否符合《公司 ...

Core Insights - The report highlights a decline in electricity generation in Anhui Province, with a total generation of 246.9 billion kWh in April 2025, representing a year-on-year decrease of 0.5% [1] - From January to April 2025, total electricity generation reached 1,065.5 billion kWh, down 5.3% compared to the same period last year [1] - The report categorizes electricity generation by type, showing a significant drop in thermal power generation by 8.4% to 927.1 billion kWh, while wind and solar power generation saw substantial growth of 30.5% and 29.3%, respectively [1] Electricity Generation Breakdown - In the first four months of 2025, thermal power accounted for 87% of total generation, while hydro power contributed 2.1% with a decrease of 5.1% [1] - Wind power generation was recorded at 66.8 billion kWh, making up 6.3% of the total, while solar power generation was 49.01 billion kWh, representing 4.6% of the total [1] - The report indicates a shift towards renewable energy sources, as evidenced by the growth rates in wind and solar power generation [1]

Investment Rating - The report maintains a positive outlook on the coal industry, indicating that coal prices are expected to continue rising due to tight supply and increased demand for inventory replenishment ahead of the peak season [3][4]. Core Insights - The report highlights that as of September 19, 2025, the spot prices for thermal coal at Qinhuangdao port have increased, with Q4500, Q5000, and Q5500 grades rising by 23, 27, and 24 RMB/ton respectively [3]. - The average daily coal inflow to the Bohai Rim ports has increased by 10.27% week-on-week, while the outflow has also risen by 14.21% [20]. - The report emphasizes the expected price increase for thermal coal due to supply constraints and the upcoming maintenance of the Daqin railway line [3][20]. Summary by Sections 1. Recent Industry Policies and Dynamics - The Anhui Provincial Coal Geological Bureau has discovered 760 million tons of coal resources in the Huainan coalfield, which is significant for strategic reserves [8]. - The report notes the successful implementation of a credit payment system for railway freight by Huaihe Energy, aimed at reducing financing costs [8]. 2. Price Trends for Thermal and Coking Coal - As of September 19, 2025, the prices for various grades of thermal coal have shown an upward trend, with specific increases noted in different regions [9][12]. - Coking coal prices have remained stable, with no significant changes reported in major production areas [12]. 3. International Oil Price Movements - Brent crude oil prices have decreased by 0.46% to $66.68 per barrel as of September 19, 2025, impacting the coal market dynamics [15]. 4. Bohai Rim Port Inventory Trends - The coal inventory at Bohai Rim ports has decreased by 0.89% week-on-week, indicating a tightening supply situation [20]. 5. Domestic Coastal Freight Rates - Domestic coastal freight rates have increased by 19.91%, reflecting rising transportation costs [28]. 6. Key Company Valuation Table - The report includes a valuation table for key companies in the coal sector, providing insights into their market performance and earnings projections [34].

智通财经APP获悉，中泰证券发布研报称，近期，主产区超产核查影响料持续，且国庆节前煤矿存主动 减产预期，长短期供给收缩预期均强化。库存端，据铁路部门消息，大秦线秋季集中检修将于10月7日 展开，为期20天。一旦检修开始，随着运量的下降，预计秦皇岛港煤炭库存也将跟随减少，使得港口场 存中的优质、可流通的市场煤资源更为紧张。本周港口煤价明显反弹，重新站上700元/吨，展望9月下 旬与10月上旬，预计在"弱平衡"格局下港口资源结构性紧缺情况将主导煤价稳中有升。 中泰证券主要观点如下： 主产区严查煤矿超产，或对后续煤矿产能释放产生持续影响。近期，内蒙古自治区能源局对全区299处 生产煤矿进行核查，发现2024年-2025年6月共有93处煤矿存在超公告产能生产问题，超产比例达31%， 其中鄂尔多斯市问题尤为突出，共有82处煤矿超产。2025年1—6月单月超产10%以上的15处煤矿(均位 于鄂尔多斯市)已被责令停产整改，并将由专家核查后续生产安排，全面整改合格后方可恢复生产。屡 次超产的煤矿将面临从严处罚，自治区内相关盟市需建立动态监管机制，严格落实产能公告制度，从源 头防范超能力生产行为，确保煤矿安全生产秩序。 国庆节 ...

Investment Rating - The report maintains a positive outlook on the coal industry, indicating a "Look Favorably" rating due to expected price increases in coal [1]. Core Insights - The report highlights a tight supply situation and strong pre-holiday inventory demand, predicting that coal prices will continue to rise [1][3]. - The average daily coal inflow to the Bohai Rim ports increased by 10.27% week-on-week, while the average daily outflow also saw a rise of 14.21% [3][22]. - The report emphasizes the expected price increases for thermal coal and coking coal, driven by seasonal demand and supply constraints [3][10]. Summary by Sections Recent Industry Policies and Dynamics - The report notes significant coal resource discoveries in Anhui province, which are crucial for strategic reserves [9]. - The report mentions the successful launch of a coal-to-natural gas project in Xinjiang, expected to be operational by 2027 [5]. Price Movements - As of September 19, thermal coal prices at Qinhuangdao port showed increases, with Q4500, Q5000, and Q5500 grades rising by 23, 27, and 24 CNY/ton respectively [3][10]. - Coking coal prices remained stable, with prices reported at 1510 CNY/ton for low-sulfur coking coal in Shanxi [3][13]. Inventory and Supply - Bohai Rim port coal inventory decreased by 0.89% week-on-week, totaling 22.5 million tons [3][22]. - The report indicates that the overall supply from production areas remains tight due to capacity checks, affecting recovery rates [3][10]. Shipping Costs - Domestic coastal shipping costs increased by 19.91% week-on-week, averaging 35.53 CNY/ton [3][31]. - International shipping rates showed mixed trends, with Indonesian coal prices slightly decreasing [3][31]. Company Valuations - The report provides a valuation table for key companies in the coal sector, highlighting their stock prices, market capitalizations, and earnings projections [3][36]. - Notable companies include China Shenhua, Shaanxi Coal, and Yanzhou Coal, with varying price-to-earnings (PE) ratios indicating their market performance [3][36].

Summary of Huabei Mining Conference Call Company Overview - **Company**: Huabei Mining - **Industry**: Coal Mining and Coal Chemical Industry - **Date of Call**: September 19, 2025 Key Points Financial Performance - In the first half of 2025, Huabei Mining's net profit attributable to shareholders decreased by 64.9% year-on-year to 1.03 billion yuan, primarily due to cyclical fluctuations in coal prices [2][6][25] - The company's gross profit sources are mainly from coal mining (60%) and coal chemical business (30%) [2][7] - The company has a total production capacity of 35.85 million tons across 17 coal mines, with an estimated recoverable reserve of approximately 57 years [2][7] Market Dynamics - The coking coal market was weak in the first half of 2025, with prices dropping from around 2,000 yuan to approximately 1,500 yuan by the end of 2024 [3][12] - Domestic coking coal prices continued to decline due to weak downstream demand, with prices rebounding to 1,000-1,200 yuan due to safety incidents affecting production rates [3][12] - Huabei Mining is currently in a state of low price-to-book (PB) ratio, with a debt ratio reduced to 48% in the first half of 2025 [3][21][22] Growth Prospects - Future growth is expected to rely on the recovery of the Xifeng Coal Mine and the full production of the Taohutu Coal Mine, which is projected to contribute 1-2 billion yuan and 3-4 billion yuan in net profit, respectively [2][9][10] - The company is expected to achieve a net profit of approximately 1.8 billion yuan in 2025 and 2.65 billion yuan in 2026 as new projects come online [3][25] Pricing Mechanism - Huabei Mining sells thermal coal under long-term contracts and coking coal under a "2+4+4" pricing mechanism, which has allowed for competitive production costs [2][11] - The company is exploring more flexible pricing strategies to adapt to market changes [3][12] Coal Chemical Business - The coal chemical segment, primarily through Linghuan Coking and Taixin Technology, has not been operating at full capacity, but significant reductions in losses are expected in 2025 [2][15][16] - The coal chemical business contributed 30% to the company's gross profit, with expectations of reduced losses to 300-400 million yuan for the year [2][15][16] Power Generation and Non-Coal Mining - The power generation business is small but expected to contribute approximately 196 million yuan annually once a new plant is operational in 2026 [2][17] - Non-coal mining operations contributed around 40 million yuan in net profit in the first half of 2025 [2][18] Investment Considerations - Huabei Mining is considered undervalued compared to peers, with a PE ratio of around 18 times projected net profit, while competitors are valued at approximately 25 times [3][14][25] - The company has a high dividend yield, exceeding 5% in 2024, making it attractive for income-focused investors [3][23][24] Market Environment - The coal industry is currently experiencing a low point, but potential supply-side policy improvements could enhance the fundamental outlook [3][26] - Huabei Mining's unique advantages include growth potential and low valuation, positioning it favorably for future investment opportunities [3][26]

Summary of Coal Industry Conference Call Industry Overview - The coal industry is experiencing a new cycle driven by the recovery of non-electric coal demand, particularly after the end of the hot summer season, which has supported coal prices. Port prices for main coking coal have increased by 130 RMB per ton [1][3]. Key Points and Arguments - **Coal Price Trends**: Recent significant increases in coal prices have been observed, with Qinhuangdao 5,500 kcal thermal coal reaching 704 RMB per ton, up 24 RMB from the previous week. This increase exceeds previous weekly rises, which were typically between 9 to 19 RMB [3]. - **Supply Constraints**: Northern port coal inventories remain low, and significant recovery is not expected until the end of October when maintenance on the Daqin line concludes. This tight supply situation is conducive to further price increases [1][4]. - **Production Challenges**: National raw coal production showed a slight recovery in July and August, but Shanxi province's production has decreased significantly due to strict safety inspections and capacity checks. This trend is expected to continue into Q4 [8][9]. - **Environmental Regulations**: Enhanced environmental inspections in Shanxi are likely to restrict coal production in the second half of the year, with no significant increase in output expected compared to last year [10]. - **Electricity Generation Dynamics**: An increase in hydropower generation, which rose by 10.26% year-on-year in early September, may exert pressure on thermal power generation, necessitating close monitoring of its sustainability [6]. - **Import Coal Market**: Although there has been a 20% month-on-month increase in imported coal, the overall structure remains tight, particularly for high-quality thermal coal, which is in demand from neighboring countries as well [7]. Additional Important Insights - **Future Price Outlook**: The combination of recovering demand and tightening supply is expected to elevate the price center for coal in the near future. If demand does not weaken next year, a bullish outlook on coal prices is anticipated [2][17]. - **Investment Recommendations**: In the current market environment, recommended stocks include Yanzhou Coal Mining Company and Jinneng Holding, among others, focusing on both thermal and coking coal sectors [18]. Conclusion - The coal industry is poised for a period of price increases driven by recovering demand and supply constraints, with regulatory pressures and environmental considerations playing significant roles in shaping future production capabilities and market dynamics.

Investment Rating - The industry rating is "Positive" [1] Core Viewpoints - A V-shaped reversal in coal prices is anticipated, with winter prices expected to reach 800 CNY/ton. The long-term contracts are supporting spot prices, and policy-driven sentiment is leading to significant price increases. The long-term contract prices for September are 674, 613, and 551 CNY/ton for 5500, 5000, and 4500 kcal respectively, with the CCI index showing slight variations [6][26] - The coal market is expected to see a balance between supply and demand gradually, with prices steadily rising. The report maintains a "Positive" rating for the industry and suggests focusing on flexible thermal coal companies and those in turnaround situations in coking coal and coke sectors [6][26] Summary by Sections Coal Sector Performance - The coal sector outperformed the CSI 300 index, with a weekly increase of 3.59% as of September 19, 2025, while the index fell by 0.44%, resulting in a 4.03 percentage point outperformance. A total of 24 stocks in the sector rose, with Yongtai Energy showing the highest increase of 13.42% [2] - Key monitored enterprises reported an average daily coal sales volume of 7.22 million tons for the week of September 12-18, 2025, a week-on-week increase of 5.3%. The average daily production was 7.18 million tons, also up 4.8% week-on-week and 4.4% year-on-year [2][24] Price Trends - As of September 19, 2025, the price of thermal coal (Q5500K) in the Bohai Rim was 676 CNY/ton, a week-on-week increase of 0.15%. The import price index for thermal coal was 812 CNY/ton, up 4.5% week-on-week. Prices at various ports and production areas also showed increases [3] - The price of coking coal at Jingtang Port was 1610 CNY/ton, up 3.9% week-on-week, while the futures settlement price for coking coal was 1216 CNY/ton, reflecting a 6.9% increase [4] Supply and Demand Dynamics - The total coal inventory monitored was 25.54 million tons as of September 18, 2025, a decrease of 1% week-on-week and 6% year-on-year. The cumulative sales volume of key monitored enterprises was 180.46 million tons, down 2.4% year-on-year [2][24] - The report indicates that the demand from the power and chemical industries has varied, with coal consumption in the power sector down 2.9% year-on-year, while the chemical sector saw an increase of 16% [2][24] Investment Recommendations - The report recommends focusing on companies in the thermal coal sector such as China Shenhua, Shaanxi Coal and Chemical Industry, and others, as well as coking coal companies like Huabei Mining and Shanxi Coking Coal. It also highlights companies in the coke sector that are expected to see profit improvements [6][26]

Investment Rating - The investment rating for the coal industry is "Positive" (maintained) [1] Core Viewpoints - Coal prices have rebounded above 700 RMB, with a current price of 704 RMB/ton, reflecting a week-on-week increase of 24 RMB/ton (3.53%) [3][4] - The demand for non-electric coal is expected to be a highlight in the upcoming months, particularly during the "golden September and silver October" period [4] - The report predicts that the current rebound in coal prices is at a turning point, with potential further increases expected as the market stabilizes [4][5] Summary by Sections Investment Logic - The prices of thermal coal and coking coal are at a turning point, with thermal coal prices expected to recover to long-term contract prices, currently above the second target price of around 700 RMB [4][13] - Future expectations indicate that thermal coal prices could reach a third target price of approximately 750 RMB, with a potential peak at around 860 RMB [4][13] Market Performance - The coal index increased by 3.51% this week, outperforming the CSI 300 index by 3.96 percentage points [8][25] - The average PE ratio for the coal sector is 13.59, and the PB ratio is 1.28, ranking low among all A-share industries [25][31] Coal Price Indicators - As of September 19, the Qinhuangdao Q5500 thermal coal price is 704 RMB/ton, with a week-on-week increase of 24 RMB [20] - The price of coking coal at the Jingtang port has risen to 1670 RMB/ton, reflecting a significant increase from earlier months [21][23] Investment Recommendations - The report suggests a dual logic for investment in coal stocks, focusing on both cyclical recovery and stable dividends, with specific stocks recommended for investment [5][14] - Key stocks identified for investment include: - Cyclical logic: Jinko Coal Industry, Yanzhou Coal Mining - Dividend logic: China Shenhua, Zhongmei Energy - Diversified aluminum elasticity: Shenhua Holdings, Electric Power Investment Energy - Growth logic: Xinjie Energy, Guanghui Energy [5][14][15]