On the evening of December 19, China Shenhua Energy Company Limited (601088.SH), the market leader in the coal industry, announced plans to acquire related assets from its controlling shareholder, National Energy Group, and its wholly-owned subsidiaries for a transaction value of 133.598 billion yuan. Additionally, the company intends to issue A-shares to no more than 35 specific investors to raise up to 20 billion yuan in supplementary funding.
This restructuring is primarily aimed at resolving long-standing issues of industry competition. The deal is not only one of the largest acquisitions in the A-share market in recent years but also a landmark event in the deepening of specialized integration and the advancement of state-owned enterprise (SOE) reforms.
**12 Target Companies** The transaction involves 12 target companies operating in coal, pithead coal power, coal chemical, shipping, and port sectors. The payment structure consists of 30% in stock issuance and 70% in cash.
The target assets include 100% equity in nine companies under National Energy Group: Guoyuan Power, Xinjiang Energy, Chemical Company, Wuhai Energy, Pingzhuang Coal Industry, Baotou Mining, Shipping Company, Coal Marketing Company, and Port Company. Additionally, the deal covers 41% equity in Shenyan Coal, 49% equity in Jinshen Energy, and 100% equity in Inner Mongolia Construction Investment held by National Energy Group Western Energy Investment Co., Ltd.
Looking back to 2017, the merger of the former Guodian Group and Shenhua Group formed National Energy Group, now the world's largest coal producer, thermal power generator, renewable energy power company, and coal-to-chemicals enterprise.
Under the agreement, Gd Power Development Co., Ltd. (600795.SH), the listed platform of the former Guodian Group, serves as the primary integration platform for conventional energy power generation, while China Shenhua acts as the integration platform for coal-related assets.
To facilitate the restructuring, National Energy Group and China Shenhua signed two supplementary agreements to avoid industry competition, setting the final deadline for asset injection at August 27, 2028. Last year, China Shenhua produced approximately 330 million tons of coal and sold 460 million tons. Meanwhile, National Energy Group, as the controlling shareholder, produced 620 million tons and sold 850 million tons, leaving nearly 300 million tons of capacity outside the listed company.
This transaction fulfills prior commitments by injecting core energy assets into the listed entity, effectively resolving industry competition, optimizing resource allocation, and enhancing core competitiveness.
Post-transaction, China Shenhua's asset scale and business metrics will see exponential growth, with 83% of National Energy Group's coal capacity integrated into the company.
According to disclosed data, China Shenhua's coal reserves will increase to 68.49 billion tons (up 64.72%), recoverable reserves to 34.5 billion tons (up 97.71%), and production to 512 million tons (up 56.57%). Additionally, power generation capacity will reach 60.88 GW, and polyolefin capacity will hit 1.88 million tons.
Financially, the target assets are substantial, with total assets of 233.423 billion yuan and net equity of 87.399 billion yuan as of July 31, 2025. In 2024, these assets generated 113.974 billion yuan in revenue and 9.428 billion yuan in adjusted net profit.
Based on the first seven months of 2025, post-restructuring, China Shenhua's revenue, adjusted net profit, and total assets will increase by 27.27%, 11.56%, and 40.99%, respectively.
**Central SOE Restructuring Accelerates** China Shenhua's mega acquisition is not an isolated case. Since 2023, SOE reforms have entered a deepening phase, with policies fueling mergers and acquisitions (M&A) to strengthen and optimize state-owned enterprises.
In June 2023, the Central Committee and State Council issued the *SOE Reform Deepening Action Plan (2023–2025)*, emphasizing market-driven integration to enhance state asset efficiency.
In 2024, policy support intensified, with measures like the new "National Nine Articles" and "M&A Six Rules" forming a comprehensive framework for capital market-backed restructuring.
Notable cases include: - **January 2023**: AVIC Electromechanical Systems acquired Chengdu Aircraft Industrial Group for 17.439 billion yuan, achieving core military asset securitization. Post-restructuring, the company's assets exceeded 120 billion yuan, with revenue and profit surging tenfold. - **February 2023**: Haohua Chemical Technology acquired Sinochem Lantian for 7.244 billion yuan, consolidating fluorochemical operations and boosting synergy. - **June 2024**: China Tungsten High-Tech purchased Shizhuyuan Nonferrous Metals for 5.195 billion yuan, increasing tungsten self-sufficiency from 30% to 60%. - **September 2024**: China Shipbuilding Industry Group merged with China Heavy Industry Group in a 115.15 billion yuan deal, creating a global shipbuilding leader with over 400 billion yuan in assets. - **July 2025**: SDIC Zhonglu pivoted from beverages to semiconductor cleanroom engineering via asset restructuring, aligning with SOE focus on strategic emerging industries.
These moves underscore the rapid pace of central SOE restructuring, driving efficiency and global competitiveness.
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