China Shenhua (01088) Finalises Transfer of 12 Target Assets in Share-and-Cash Acquisition

Bulletin Express03-12

China Shenhua Energy Company Limited (stock code: 01088) announced the completion of all equity transfer and registration procedures for the 12 target companies involved in its connected acquisition of assets by share issuance and cash payment.

Key Points

1. Scope of Assets • 100% equity interests in 10 subsidiaries, including China Energy Guoyuan Power (Beijing) and China Energy Xinjiang Energy & Chemical. • Minority stakes: 41% equity in China Energy Shaanxi Shenyan Coal and 49% equity in Shanxi Province Jinshen Energy. • The assets were acquired mainly from controlling shareholder China Energy Investment Corporation; one asset came from China Energy Western Energy Investment.

2. Regulatory Milestone • The China Securities Regulatory Commission granted registration approval on 12 February 2026 (Document No. [2026] 280). • Following this approval, all industrial and commercial registration changes for the 12 target companies have been completed.

3. Next Procedural Steps • Determination of profit-and-loss allocation for the transition period. • Issuance of new A shares and cash payment to settle consideration, followed by share registration and listing on the Shanghai Stock Exchange. • Issuance of additional A shares to raise supporting funds within the CSRC approval period. • Amendments to the company’s Articles of Association to reflect the enlarged registered capital.

4. Intermediary Opinions • CITIC Securities, as independent financial adviser, confirmed that implementation conditions have been met and sees no material legal obstacles. • Legal counsels King & Wood Mallesons and Zhong Lun Law Firm concurred, stating all effectiveness conditions under the Asset Purchase Agreement have been satisfied.

The board reiterated that information disclosure will continue in line with regulatory requirements as the remaining procedures—share issuance, cash settlement and capital-raising—are executed.

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