Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED *

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01171)

CONNECTED TRANSACTION

ACQUISITION OF 100% EQUITY INTEREST IN ZIKUANG RAILWAY

INTRODUCTION

The Board is pleased to announce that, on 18 November 2024, Yankuang Logistics, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Luxi Mining and Zikuang Railway. Pursuant to the Equity Transfer Agreement, Yankuang Logistics agreed to acquire and Luxi Mining agreed to dispose of 100% equity interest in Zikuang Railway held by Luxi Mining for an aggregate equity transfer consideration of RMB521.5390 million. Upon completion of the Equity Transfer, the Company will indirectly hold 100% equity interest in Zikuang Railway and Zikuang Railway will become a wholly-owned subsidiary of the Company.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Shandong Energy is the controlling Shareholder of the Company, holding directly and indirectly approximately 52.83% of the issued share capital of the Company, and thus Shandong Energy is a connected person of the Company under the Listing Rules. Luxi Mining is a non-wholly owned subsidiary of the Company, which is 51% directly owned by the Company and 49% indirectly owned by Shandong Energy. In accordance with Rule 14A.16 of the Listing Rules, Luxi Mining constitutes a connected subsidiary of the Company. Yankuang Logistics is a wholly-owned subsidiary of the Company. Accordingly, the Equity Transfer constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceed 0.1% but less than 5%, the Equity Transfer shall be subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and

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Shareholders’ approval requirements under Rule 14A.76 of the Listing Rules.

According to the internal policies of the Company, the Equity Transfer is subject to consideration and approval by the Company’s general manager’s office meeting and is not subject to consideration and approval by the Board. Accordingly, the Company has convened the general manager’s office meeting to approve the Equity Transfer, and the independent Directors have expressed their independent opinion on the consideration and approval of the Equity Transfer.

Mr. Li Wei, Mr. Liu Jian, Mr. Liu Qiang and Mr. Zhang Haijun, Directors of the Company, are deemed to have material interests in the Equity Transfer and they did not attend the general manager’s office meeting. Saved as disclosed above, none of the other Directors has a material interest in the Equity Transfer.

I. Introduction

II. The Equity Transfer

Date

18 November 2024

Principle terms

(a) Parties

Yankuang Logistics;

Luxi Mining; and

Zikuang Railway

(b) Equity Transfer

Prior to the Equity Transfer, the registered capital of Zikuang Railway was RMB106.56 million, which had been fully paid up, and Luxi Mining held 100% equity interest in Zikuang Railway. Upon completion of the Equity Transfer, the shareholding structure of Zikuang Railway is as follows:

Name of	Registered Capital	Shareholding
Shareholder	(RMB0’000)	Ratio(%)

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Yankuang Logistics Total

100

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(c) Consideration for the Equity Transfer and basis for determination

The consideration for the Equity Transfer was determined based on the Asset Valuation Report on the Value of the Entire Shareholders’ Equity of Shandong Zikuang Railway Transportation Co., Ltd. (Zhong Qi Hua Ping Bao Zi〔2024〕No. 6392) (the “ Valuation Report ”) issued by China Enterprise Appraisals Consultation Co., Ltd. (an independent qualified valuer appointed by Yankuang Logistics) (the “ Independent Valuer ”) with 30 April 2024 as the valuation benchmark date (the “ Valuation Benchmark Date ”). The validity period of the Valuation Report is one year. The aggregate equity transfer consideration payable by Yankuang Logistics to Luxi Mining in the Equity Transfer is RMB521.5390 million, being the appraised value of the net assets of Zikuang Railway using the assetbased approach.

The book value of the total assets of Zikuang Railway as of the Valuation Benchmark Date was RMB 435.9890 million, and the appraised value was RMB618.5169 million, representing an appreciation of RMB182.5279 million, or an appreciation rate of 41.87%; the book value of the total liabilities was RMB96.9779 million, and the appraised value was RMB96.9779 million, with no increase or decrease in the appraised value; the book value of the net assets was RMB339.0111 million, and the appraised value was RMB521.5390 million, representing an appreciation of RMB182.5279 million, or an appreciation rate of 53.84%. The reasons for the appraised value increase are mainly as follows: (i) the increase in the original value of the appraised value resulted from the increase in the construction and installation costs of the buildings and structures from the construction period to the Valuation Benchmark Date; and (ii) the land was acquired at an early stage, and the development of the area has gradually improved, with a gradual increase in industrial agglomeration, and the environment for land development and utilization has been improved and optimized, resulting in an increase in the market price of land, which led to an increase in the appraised value.

There are no restrictions on the scope of work of the Independent Valuer that might adversely affect the above appraisal conclusion.

The valuation assumptions for the Valuation Report and the reasons for adopting the asset-based approach are set out below:

Valuation Assumptions (1) Assuming all appraisal subjects are already in the process of transaction, appraisal professionals conduct valuation based on a simulated market based on the transaction conditions of the appraised assets, etc.; (2) Assuming the assets traded in the market, or

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the assets to be traded in the market, have equal status between both parties to asset trading, have the opportunity and time to obtain sufficient market information, are voluntary and rational, and can make rational judgments on the functions, uses and transaction prices of assets;

(3) Assuming the appraised assets continue to be utilized in accordance with their current purpose and usage, etc.;

(4) Assuming no material changes occur in the relevant laws, regulations and policies prevailing in the PRC and the macroeconomic conditions of the PRC, and no material changes occur in the political, economic and social environment of the places where the parties to the transaction operate;

(5) Assuming the enterprises continue operations in respect of the actual conditions of the assets as at the Valuation Benchmark Date;

(6) Assuming no material changes occur in, among other things, the interest rates, exchange rates, basis and rate of taxation, and policy-based levies in relation to Zikuang Railway after the Valuation Benchmark Date;

(7) Assuming the management of Zikuang Railway is responsible, stable and competent to undertake their duties after the Valuation Benchmark Date;

(8) Unless otherwise specified, assuming Zikuang Railway are fully in compliance with all relevant laws and regulations;

(9) Assuming no other force majeure factors and unforeseeable factors cause material and adverse effects on Zikuang Railway after the Valuation Benchmark Date;

(10) Assuming the accounting policies adopted by Zikuang Railway after the Valuation Benchmark Date and the accounting policies adopted in the

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preparation of the Valuation Report are consistent in material respects;

(11) Assuming Zikuang Railway’s scope and mode of operation after the Valuation Benchmark Date are consistent with current orientation on the basis of the existing management method and management standard;

(12) Assuming Zikuang Railway will have even cash inflow and cash outflow after the Valuation Benchmark Date.

The valuation conclusion of the Valuation Report is established at the Valuation Benchmark Date under the above assumptions.

The reasons for adopting the asset-based approach

As of the Valuation Benchmark Date, the book values of the assets and liabilities within the scope of the valuation have been audited. Each asset and liability of Zikuang Railway can be identified, and each identifiable asset and liability can be individually appraised using appropriate valuation method, meeting the conditions for using the asset-based approach.

Zikuang Railway is currently making appropriate adjustments to its existing business and planning to develop new business models. The company is currently still in a business transformation period and its new business has only been in operation for a relatively short period of time, making it difficult to reasonably predict its future business and revenue. Therefore, the conditions for valuation using the income approach are not met.

The prerequisite for adopting the market approach is the existence of an active public market with sufficient market data and comparable transaction cases in the public market. Zikuang Railway is a non-listed company and there are significant differences between it and listed companies in the same industry in terms of business structure, company size, asset configuration and usage,

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business stage, growth potential, operational risk, and financial risk. In addition, there were few comparable transactions or merger and acquisition cases in the same industry in the PRC around the Valuation Benchmark Date, and it was difficult to obtain relevant and reliable operating and financial data from comparable transactions, making it impossible to calculate an appropriate value ratio. Therefore, the market approach was not adopted in this valuation.

In summary, the Directors are of the view that the consideration for the Equity Transfer and the basis for its determination are fair and reasonable, on normal commercial terms and not prejudicial to the interests of the Shareholders.

(d) Payment

Yankuang Logistics shall, within 15 working days from the effective date of the Equity Transfer Agreement, after the completion of the industrial and commercial registration for the change of the transfer of the Target Equity to Yankuang Logistics and upon the re-issuance of the business license of Zikuang Railway, pay the entire amount of the consideration for the Equity Transfer. Yankuang Logistics shall pay the entire amount of the consideration for the Equity Transfer through bank remittance to the bank account designated by Luxi Mining.

(e) Closing of the transfer of the Target Equity

Yankuang Logistics and Luxi Mining agreed that the closing of the transfer of the Target Equity shall be subject to the following conditions being satisfied in full (the “ Conditions Precedent ”):

(i) Yankuang Logistics and Luxi Mining agree to and formally sign the Equity Transfer Agreement;
(ii) Yankuang Logistics and Luxi Mining have completed the internal decision-making process and obtained the necessary approvals for the Equity Transfer;
(iii) Zikuang Railway and Luxi Mining have fully, truthfully, and completely disclosed in writing to Yankuang Logistics all information regarding Zikuang Railway’s assets, liabilities, equity, external guarantees, and other information related to the Equity Transfer Agreement;
(iv) There have been no significant adverse changes (as determined independently by Yankuang Logistics) occurred or likely to occur in the operational or financial conditions of Zikuang Railway during the transition period, and Zikuang Railway has not made any form of profit distribution;
(v) Zikuang Railway has not created or allowed to create any encumbrances in any assets or property during the transition period, and Zikuang Railway has not disposed of its principal assets in any manner, directly or indirectly, nor has it incurred or assumed any material liabilities (other than disposals or liabilities in the ordinary course of business operations).

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Upon the fulfillment of the Conditions Precedent, the procedures for the transfer of the Target Equity shall commence, and the date on which all the following conditions are satisfied shall be deemed the closing date of the Target Equity (“ Closing Date ”):

(i) Luxi Mining shall urge Zikuang Railway to convene relevant meetings and amend the register of members and articles of association of the target company accordingly;
(ii) Luxi Mining shall transfer to Yankuang Logistics the relevant documents, materials, seals, etc. in its possession and control in respect of Zikuang Railway and the Target Equity;
(iii) Luxi Mining shall urge the board of directors and management of Zikuang Railway appointed by it to hand over their duties and relevant documents, information, seals, etc. (if necessary) to the board of directors and management of Zikuang Railway appointed by Yankuang Logistics.

Yankuang Logistics and Luxi Mining agreed and confirmed that the rights and obligations corresponding to the Target Equity shall be transferred to Yankuang Logistics from the Closing Date. From the Closing Date, Yankuang Logistics shall become the shareholder holding 100% of the equity interest in Zikuang Railway and shall enjoy all shareholder rights and assume corresponding shareholder obligations as stipulated by law and the articles of association of Zikuang Railway, and shall enjoy all rights, interests and benefits related to the Target Equity thereafter and assume the relevant responsibilities and obligations related to the Target Equity thereafter.

Luxi Mining shall be responsible for handling the procedures for the transfer of the Target Equity, including industrial and commercial registration of changes and filings etc., and Yankuang Logistics shall provide the necessary assistance for the closing of the transfer of the Target Equity.

(f) Transitional profit and loss

During the transition period from the Valuation Benchmark Date (exclusive) to 30 November 2024, the profit or loss of Zikuang Railway shall be enjoyed by Luxi Mining.

(g) Conditions for taking effect

The Equity Transfer Agreement shall become effective on the date on which all of the following conditions have been satisfied, and the effective date shall be the date on which the last of the consents or approvals or waivers is obtained:

(i) the Equity Transfer Agreement shall be signed by the legal representatives or authorized representatives of each party with their respective official seals affixed;
(ii) all necessary consents or approvals for the transfer of the Target Equity shall be obtained, including but not limited to: the approval of the transfer of the Target Equity by the competent state-owned assets regulatory authority or its authorized unit; the filing of the results of the audit/valuation of the Target Equity with the competent state-owned asset regulatory authority or its authorized unit; the approval of the competent authority within Luxi Mining; and the approval of the competent authority within Yankuang Logistics.

III. REASONS AND BENEFITS OF THE EQUITY TRANSFER

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The Equity Transfer is conducive to the integration of the logistics industry, the leveraging of industrial resource advantages, and consolidating development efforts, thereby promoting the intensive development of the logistics industry, reducing costs and increasing efficiency. Through the Equity Transfer, the railway logistics units will be managed in an integrated and professional manner, fully utilizing advantages in management, channels, and talent, enhancing synergies between units, accelerating industrial transformation and upgrading, improving collaborative value creation capabilities, and increasing operational efficiency.

The Directors (including the independent non-executive Directors) are of the view that, although the Equity Transfer is not conducted in the ordinary and usual course of business of the Group, it is entered into and conducted on normal commercial terms, and the Equity Transfer is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IV. LISTING RULES IMPLICATIONS

V. INFORMATION ON THE PARTIES

The Company

The Company is principally engaged in mining, high-end chemical and new materials, new energy, highend equipment manufacturing and smart logistics business. Products of the Company are mainly thermal

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coals for large power plants, coking coal for metallurgical production, high-quality low-sulfur coal for pulverized coal injections and chemical products such as methanol and acetic acid, etc.

Shandong Energy

Shandong Energy is a state-controlled limited liability company, 90% equity interest of which is held directly and indirectly by Shandong Provincial People’s Government State-owned Assets Supervision and Administration Commission , and the remaining 10% equity interest of which is indirectly held by the Shandong Province Finance Bureau. Shandong Energy is principally engaged in mining, high-end chemicals, electricity, high-end equipment manufacturing, new energy and materials, and modern trade and logistics. As at the date of this announcement, Shandong Energy is the controlling Shareholder of the Company, holding directly and indirectly approximately 52.83% of the issued share capital of the Company, and is hence a connected person of the Company.

Yankuang Logistics

Yankuang Logistics is a limited liability company established under the laws of the PRC and a whollyowned subsidiary of the Company as at the date of this announcement. Yankuang Logistics is principally engaged in the service of the construction and operation of railway logistics parks, the operation and maintenance of social railway projects, multimodal transport, coal storage and distribution and customized sales.

Luxi Mining

Luxi Mining is a company established with limited liability in accordance with the laws of the PRC and a non-wholly owned subsidiary of the Company as at the date of this announcement, which is directly owned as to 51% equity interest by the Company and indirectly owned as to 49% equity interest by Shandong Energy (through its wholly-owned subsidiaries, Xinwen Mining Group Co., Ltd. (新汶礦業集團有限責任公司), Feicheng Feikuang Coal Industry Co., Ltd. ( 肥城肥礦煤業有限公司), Zibo Mining Group Co., Ltd. (淄博礦業集團有限責任公司) and Longkou Mining Group Co., Ltd. (龍口礦業集團有限公司) to indirectly hold as to 27%, 10%, 7% and 5% of the equity interest, respectively). Luxi Mining is principally engaged in the business of coal mining, coal washing, and sale of coal and coal products.

Zikuang Railway

Basic Information

Zikuang Railway is a limited liability company established under the laws of the PRC and a whollyowned subsidiary of Luxi Mining as at the date of this announcement. Zikuang Railway is principally engaged in public rail transport; road freight transportation (excluding hazardous goods); auxiliary railway transportation activities; retail and wholesale of refined oil (operated by branch offices).

Financial Information

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The following table sets forth the financial information of Zikuang Railway for the last two financial years ended 31 December 2023, prepared in accordance with the PRC Accounting Standards for Business Enterprises:

For the financial year ending 31 December

	2023	2022
	(RMB)	(RMB)
	(audited)	(unaudited)
Net profit before tax	4,156,874.71	-9,996,680.44
Net profit after tax	473,311.33	-10,310,200.25

Luxi Mining initially purchased Zikuang Railway for a cost of approximately RMB370.0972 million.

VI. DEFINITIONS

“Board” the board of Directors of the Company “Company” Yankuang Energy Group Company Limited* (兗礦能源集團股份有限公司), a joint stock limited company established under the laws of the PRC in 1997, and the H shares and A shares of which are listed on the Stock Exchange (01171.HK) and the Shanghai Stock Exchange (600188.SH), respectively “connected has the meaning ascribed thereto under the Listing Rules person(s)” “connected has the meaning ascribed thereto under the Listing Rules subsidiary(ies)” “Director(s)” the director(s) of the Company “Equity Transfer” pursuant to the Equity Transfer Agreement, Yankuang Logistics invested RMB521.5390 million to acquire 100% equity interest in Zikuang Railway held by Luxi Mining “Equity Transfer the equity transfer agreement dated 18 November 2024 and entered into Agreement” among Yankuang Logistics, Luxi Mining and Zikuang Railway in relation to the Equity Transfer “Group” the Company and its subsidiaries “Hong Kong Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

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“Luxi Mining” Shandong Energy Group Luxi Mining Co., Ltd. (山東能源集團魯西礦業有限公司), a company established with limited liability in accordance with the laws of the PRC, which is directly owned as to 51% equity interest by the Company and indirectly owned as to 49% equity interest by Shandong Energy as at the date of this announcement, a connected subsidiary of the Company “percentage ratio(s)” has the meaning ascribed thereto under the Listing Rules “PRC” the People’s Republic of China “PRC Accounting Accounting Standards for Business Enterprises and the relevant Standards for regulations and explanations issued by the Ministry of Finance of the Business PRC Enterprises” “RMB” Renminbi, the lawful currency of the PRC “Shandong Energy” Shandong Energy Group Company Limited (山東能源集團有限公司), a state-controlled limited liability company, which is the controlling Shareholder of the Company holding directly and indirectly approximately 52.83% of the issued share capital of the Company as at the date of this announcement “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “Target Equity” 100% equity interest of Zikuang Railway held by Luxi Mining “Yankuang Yankuang Logistics Technology Co., Ltd. (兗礦物流科技有限公司), a Logistics” limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company as at the date of this announcement “Zikuang Railway” Shandong Zikuang Railway Transportation Co., Ltd. (山東淄礦鐵路運輸有限公司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of Luxi Mining as at the date of this announcement “%” per cent.

By order of the Board Yankuang Energy Group Company Limited* Li Wei

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Chairman of the Board

Zoucheng City, Shandong Province, the PRC 18 November 2024

As at the date of this announcement, the Directors of the Company are Mr. Li Wei, Mr. Liu Jian, Mr. Liu Qiang, Mr. Zhang Haijun, Mr. Su Li and Mr. Huang Xiaolong, and the independent non-executive Directors of the Company are Mr. Peng Suping, Mr. Zhu Limin, Mr. Woo Kar Tung, Raymond and Ms. Zhu Rui.

* For identification purpose only

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兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED *

CONNECTED TRANSACTION

ACQUISITION OF 100% EQUITY INTEREST IN ZIKUANG RAILWAY

INTRODUCTION

LISTING RULES IMPLICATIONS

I. Introduction

II. The Equity Transfer

Date

Principle terms

(a) Parties

(b) Equity Transfer

(c) Consideration for the Equity Transfer and basis for determination

The reasons for adopting the asset-based approach

(d) Payment

(e) Closing of the transfer of the Target Equity

(f) Transitional profit and loss

(g) Conditions for taking effect

III. REASONS AND BENEFITS OF THE EQUITY TRANSFER

IV. LISTING RULES IMPLICATIONS

V. INFORMATION ON THE PARTIES

The Company

Shandong Energy

Yankuang Logistics

Luxi Mining

Zikuang Railway

Basic Information

Financial Information

For the financial year ending 31 December

VI. DEFINITIONS

AI assistant

CStone Pharmaceuticals — M&A Activity 2024

50715_rns_2024-11-18_3d0fa5fb-f081-4226-ad9c-afb28e2071b4.pdf

兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED *

CONNECTED TRANSACTION

ACQUISITION OF 100% EQUITY INTEREST IN ZIKUANG RAILWAY

INTRODUCTION

LISTING RULES IMPLICATIONS

I. Introduction

II. The Equity Transfer

Date

Principle terms

(a) Parties

(b) Equity Transfer

(c) Consideration for the Equity Transfer and basis for determination

The reasons for adopting the asset-based approach

(d) Payment

(e) Closing of the transfer of the Target Equity

(f) Transitional profit and loss

(g) Conditions for taking effect

III. REASONS AND BENEFITS OF THE EQUITY TRANSFER

IV. LISTING RULES IMPLICATIONS

V. INFORMATION ON THE PARTIES

The Company

Shandong Energy

Yankuang Logistics

Luxi Mining

Zikuang Railway

Basic Information

Financial Information

For the financial year ending 31 December

VI. DEFINITIONS

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