THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any of the contents of this circular or as to what action to take in relation to this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yankuang Energy Group Company Limited*, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities in the Company.

克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)

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING;

(2) CONTINUING CONNECTED TRANSACTIONS;

AND

(3) SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

This circular should be read in conjunction with the Circular of the Company dated 28 April 2025.

The AGM of the Company will be held at the headquarters of the Company at 949 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 9:00 a.m. on Friday, 30 May 2025. The Original Notice and the Supplemental Notice of the AGM were despatched on 28 April 2025 and 15 May 2025, respectively.

Completion and return of the New Form of Proxy will not preclude you from attending and voting in person at the general meeting or any adjourned meeting(s) should you so wish.

For the avoidance of doubt, any holder of treasury shares should abstain from voting in respect of any treasury shares (if any) held by him/her at the AGM.

For identification purposes only

15 May 2025

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 9

I. INTRODUCTION 9
II. DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING 10
III. CONTINUING CONNECTED TRANSACTIONS. 38
IV. GENERAL 121
V. AGM 122
VI. CLOSURE OF H SHARE REGISTER OF MEMBERS OF THE COMPANY 124
VII. RECOMMENDATION OF THE BOARD 125
VIII. ADDITIONAL INFORMATION. 125
IX. RESPONSIBILITY STATEMENT 125

LETTER FROM THE INDEPENDENT BOARD COMMITTEE 126

LETTER FROM RAINBOW CAPITAL 128

APPENDIX I - BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP I-1
APPENDIX II - PRINCIPAL ASSUMPTIONS FOR PROFIT FORECAST ... II-1
APPENDIX III - LETTER FROM REPORTING ACCOUNTANT III-1
APPENDIX IV - LETTER FROM THE BOARD IN RELATION TO THE PROFIT FORECAST IV-1
APPENDIX V - FINANCIAL INFORMATION OF THE GROUP V-1
APPENDIX VI - ASSET VALUATION REPORT. VI-1
APPENDIX VII - ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION VII-1
APPENDIX VIII - GENERAL INFORMATION VIII-1
SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING . . . . . . AGM-1

DEFINITIONS

"A Share(s)"
domestic shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange

"Acquisitions"
acquisitions of Target Equity Interests by the Company from the Vendors at a consideration of RMB4,748,251,438.63 pursuant to the Agreement

"Agreement"
the agreement entered into among the Company, the Vendors and the Target Company on 8 April 2025 in respect of the acquisition of the Target Equity Interests and Capital Increase in Target Company

"Asset Valuation Report(s)"
the asset valuation report (Zhong Qi Hua Ping Bao Zi (2025) No. 6138) on the Target Company prepared by the Independent Valuer

"associate(s)"
has the meaning ascribed to it under the Listing Rules

"Audit Report(s)"
the audit report of Shandong Energy Group Xibei Mining Co., Ltd. (Zhong Xing Cai Guang Hua Shen Zhuan Zi (2025) No. 316028) issued for the purpose of the Transactions

"Board"
the board of Directors of the Company

"Capital Increase"
capital increase of RMB9,317,604,863.88 by the Company to the Target Company pursuant to the Agreement

"Closing Date"
the date on which the industrial and commercial change registration for the Acquisitions and the Capital Increase is completed (whichever is later)

"Company"
Yankuang Energy Group Company Limited* (兖礦能源集團股份有限公司), a joint stock limited company established under the laws of PRC in 1997, and the H Shares and A shares of which are listed on the Hong Kong Stock Exchange (01171.HK) and the Shanghai Stock Exchange (600188.SH), respectively

"connected person(s)"
has the meaning ascribed thereto under the Listing Rules

"Director(s)"
the director(s) of the Company

"ERP"
Enterprise Resource Planning

DEFINITIONS

"Enlarged Group"
the Group as enlarged by the Target Group upon the closing of the Transactions

"Existing Bulk Commodities Sale and Purchase Agreement"
the bulk commodities sale and purchase agreement entered into between the Company and Shandong Energy on 25 August 2023

"Existing Continuing Connected Transactions Agreements"
the Existing Provision of Materials Supply Agreement, the Existing Mutual Provision of Labour and Services Agreement, the Existing Provision of Insurance Fund Administrative Services Agreement, the Existing Provision of Products, Materials and Asset Leasing Agreement, the Existing Bulk Commodities Sale and Purchase Agreement, the Existing Finance Lease Agreement, the Existing Entrusted Management Service Framework Agreement, the Existing Shandong Energy Financial Services Agreement and the Existing Yankuang Energy Financial Services Agreement

"Existing Entrusted Management Service Framework Agreement"
the entrusted management service framework agreement entered into between the Company and Shandong Energy on 25 August 2023

"Existing Finance Lease Agreement"
the finance lease agreement entered into between the Company and Shandong Energy on 25 August 2023

"Existing Mutual Provision of Labour and Services Agreement"
the mutual provision of labour and services agreement entered into between the Company and Shandong Energy on 30 August 2024

"Existing Provision of Insurance Fund Administrative Services Agreement"
the provision of insurance fund administrative services agreement entered into between the Company and Shandong Energy on 30 August 2024

"Existing Provision of Materials Supply Agreement"
the provision of materials supply agreement entered into between the Company and Shandong Energy on 28 April 2023

"Existing Provision of Products, Materials and Asset Leasing Agreement"
the provision of products, materials and asset leasing agreement entered into between the Company and Shandong Energy on 28 April 2023

"Existing Shandong Energy Financial Services Agreement"
the financial services agreement entered into between Shandong Energy Finance Company and Shandong Energy on 26 August 2022

DEFINITIONS

“Existing Yankuang Energy Financial Services Agreement”	the financial services agreement entered into between Shandong Energy Finance Company and the Company on 26 August 2022
“General Meeting” or “AGM”	the annual general meeting to be held by the Company at 9:00 a.m. on Friday, 30 May 2025 to consider and, if thought fit, approve, among other things, (i) the Transaction Documents and the Transactions; and (ii) the Proposed Continuing Connected Transactions Agreements, the Proposed Continuing Connected Transactions and the proposed annual caps
“Group”	the Company and its subsidiaries
“H Share(s)”	overseas listed foreign invested shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Independent Board Committee”	an independent committee of the Board, comprising all independent non-executive Directors, established to advise the Independent Shareholders in respect of (i) the Transaction Documents and the Transactions; and (ii) (a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated thereunder and the respective proposed annual caps, (b) the Proposed Mutual Provision of Labour and Services Agreement, the provision by the Shandong Energy Members of labour and services to the Group thereunder and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, the comprehensive credit facility services thereunder and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement and the deposit services thereunder and the proposed annual caps

DEFINITIONS

"Independent Financial Adviser" or "Rainbow Capital"
Rainbow Capital (HK) Limited, a corporation licensed under the SFO to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities, which has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of (i) the Transaction Documents and the Transactions; and (ii) (a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated thereunder and their respective proposed annual caps, (b) the Proposed Mutual Provision of Labour and Services Agreement, the provision by the Shandong Energy Members of labour and services to the Group thereunder and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, the comprehensive credit facility services thereunder and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement, the deposit services thereunder and the proposed annual caps

"Independent Shareholder(s)"
shareholder(s) other than Shandong Energy and its associates, who are neither involved nor interested in the Transactions and the Proposed Continuing Connected Transactions

"Independent Third Party(ies)"
Parties who is (are) third party(ies) independent of the Company and its connected persons

"Independent Valuer"
Beijing Zhong Qihua Assets Valuation Co., Ltd * (北京中企華資產評估有限責任公司), an independent valuer in the PRC

"Internal Cooperative Operation Agreement"
Internal Cooperative Operation Agreement signed by Xibei Mining, Shanxi Longkuang Energy Investment and Development Co., Ltd., Shanxi Xinzhou Shenda Energy Group Co., Ltd. and Wangtian Coal Industry on 23 October 2023. Under the agreement, Shanxi Xinzhou Shenda Energy Group Co., Ltd. receives fixed equity income from Wangtian Coal Industry. The term of the agreement shall remain in effect until 31 December 2026. Unless any party raises a written objection upon expiry, the agreement shall be automatically renewed for one year

DEFINITIONS

"Latest Practicable Date"
12 May 2025, being the latest practicable date of ascertaining certain information contained in this circular before the issuing of this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

"LPR One-year Interest Rate"
the one year loan prime rate announced by National Interbank Funding Center

"Market Price"
a price determined according to normal commercial terms based on the following

(i) the price offered by Independent Third Parties for provision of the same or similar type of services in the same or similar area or in the vicinity under normal commercial terms in the ordinary course of business of such Independent Third Parties; or

(ii) if paragraph (i) above is not applicable, the price offered by Independent Third Parties in the PRC for provision of the same or similar type of services under normal commercial terms in the ordinary course of business of such Independent Third Parties.

"percentage ratio(s)"
has the meaning ascribed to it under the Listing Rules

"PRC"
the People's Republic of China

"Proposed Bulk Commodities Sale and Purchase Agreement"
the bulk commodities sale and purchase agreement entered into between the Company and Shandong Energy on 8 April 2025

"Proposed Continuing Connected Transactions Agreements"
the Proposed Provision of Materials Supply Agreement, the Proposed Mutual Provision of Labour and Services Agreement, the Proposed Provision of Insurance Fund Administrative Services Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the Proposed Entrusted Management Service Framework Agreement, the comprehensive credit facility services under the Proposed Shandong Energy Financial Services Agreement and the deposit services under the Proposed Yankuang Energy Financial Services Agreement

DEFINITIONS

“Proposed Continuing Connected Transactions”	the transactions under the respective Proposed Continuing Connected Transactions Agreements
“Proposed Entrusted Management Service Framework Agreement”	the entrusted management service framework agreement entered into between the Company and Shandong Energy on 8 April 2025
“Proposed Finance Lease and Factoring Agreement”	the finance lease agreement entered into between the Company and Shandong Energy on 8 April 2025
“Proposed Mutual Provision of Labour and Services Agreement”	the mutual provision of labour and services agreement entered into between the Company and Shandong Energy on 8 April 2025
“Proposed Provision of Insurance Fund Administrative Services Agreement”	the provision of insurance fund administrative services agreement entered into between the Company and Shandong Energy on 8 April 2025
“Proposed Provision of Materials Supply Agreement”	the provision of materials supply agreement entered into between the Company and Shandong Energy on 8 April 2025
“Proposed Provision of Products, Materials and Asset Leasing Agreement”	the provision of products, materials and asset leasing agreement entered into between the Company and Shandong Energy on 8 April 2025
“Proposed Shandong Energy Financial Services Agreement”	the financial services agreement entered into between Shandong Energy Finance Company and Shandong Energy on 8 April 2025
“Proposed Yankuang Energy Financial Services Agreement”	the financial services agreement entered into between Shandong Energy Finance Company and the Company on 8 April 2025
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
“Shandong Energy Members”	including Shandong Energy and its associates (excluding the Company and its subsidiaries, but including the Company’s connected subsidiaries in which Shandong Energy directly or indirectly holds more than 10% interests)

DEFINITIONS

“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 ultimately owned as to 70%, 20%, and 10% by Shandong Provincial People’s Government State-owned Assets Supervision and Administration Commission (山東省人民政府國有資產監督管理委員會), Shandong Guohui Investment Holding Group Co., Ltd. (山東國惠投資控股集團有限公司) and Shandong Caixin Assets Operation Co., Ltd. (山東省財欣資產運營有限公司), respectively; and the controlling shareholder of the Company holding directly and indirectly approximately 52.84% of the issued share capital of the Company as at the Latest Practicable Date
“Shandong Energy Finance Company”	Shandong Energy Group Finance Co., Ltd., a company with limited liability incorporated under the laws of the PRC in 2013
“Share(s)”	ordinary share(s) of RMB1 each in the share capital of the Company
“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange” or “Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the meaning ascribed thereto under the Listing Rules
“Target Equity Interests”	an aggregate of 26% equity interests in Xibei Mining (held by Vendor A, Vendor B, Vendor C and Vendor D as to 15.62%, 5.58%, 2.56% and 2.24%, respectively)
“Transaction Documents”	collectively, the Agreement, the Letter of Mineral Right Commitment and the Letter of Performance Commitment
“Transactions”	collectively, the Acquisitions and the Capital Increase
“Transfer Fee”	the fee charged by the PRC government authorities on owners of the mineral rights in relation to their use of natural resources
“Transition Period”	the period from the Valuation Benchmark Date to the Closing Date (excluding the Closing Date)
“Valuation Benchmark Date”	30 November 2024

– 7 –

DEFINITIONS
“Vendor A” or “Zibo Mining Group”	Zibo Mining Group Co., Ltd.* (淄博礦業集團有限責任公司), a company established in the PRC, which is directly wholly-owned by Shandong Energy
“Vendor B” or “Longkou Mining Group”	Longkou Mining Group Co., Ltd.* (龍口礦業集團有限公司), a company established in the PRC, which is directly wholly-owned by Shandong Energy
“Vendor C” or “Xinwen Mining Group”	Xinwen Mining Group Co., Ltd.* (新汶礦業集團有限責任公司), a company established in the PRC, which is directly wholly-owned by Shandong Energy
“Vendor D” or “Feicheng Coal Industry”	Feicheng Feikuang Coal Industry Co., Ltd.* (肥城肥礦煤業有限公司), a company established in the PRC, which is directly wholly-owned by Shandong Energy
“Vendors”	collectively Vendor A, Vendor B, Vendor C and Vendor D
“Wangtian Coal Industry”	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd., in which Xibei Mining directly and indirectly holds 55% equity interests
“Working Day(s)”	any day except Saturday, Sunday and statutory holiday(s) in the PRC
“Xibei Mining Group” or “Target Group”	Xibei Mining and its subsidiaries
“Xibei Mining” or “Target Company”	Shandong Energy Group Xibei Mining Co., Ltd.* (山東能源集團西北礦業有限公司), a company established in the PRC, which is indirectly owned as to 100% equity interests by Shandong Energy as at the Latest Practicable Date
“Zhongtai Securities”	Zhongtai Securities Co., Ltd. and its controlled entities
“%”	per cent

LETTER FROM THE BOARD

亮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)

Directors:
Li Wei
Liu Jian
Liu Qiang
Zhang Haijun
Su Li
Huang Xiaolong

Independent non-executive Directors:
Peng Suping
Zhu Limin
Woo Kar Tung, Raymond
Zhu Rui

Registered office:
949 South Fushan Road
Zoucheng
Shandong Province
PRC
Postal Code: 273500

Principal place of business in Hong Kong:
40th Floor, Sunlight Tower
248 Queen's Road East
Wanchai
Hong Kong

15 May 2025

To the Shareholders

(1) DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING;
(2) CONTINUING CONNECTED TRANSACTIONS; AND
(3) SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information relating to (1) discloseable and connected transaction in relation to the acquisition of equity interest in Xibei Mining and capital increase in Xibei Mining; and (2) continuing connected transactions.

This circular should be read in conjunction with the Circular of the Company dated 28 April 2025.

LETTER FROM THE BOARD

II. DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING

The Board is pleased to announce that on 8 April 2025, the Company entered into the Agreement with the Vendors and Xibei Mining, pursuant to which (i) the Company has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, an aggregate of 26% equity interests (held by Vendor A, Vendor B, Vendor C and Vendor D as to 15.62%, 5.58%, 2.56% and 2.24%, respectively) in Xibei Mining, at a consideration of RMB4,748,251,438.63; and (ii) the Company has agreed that it will inject capital of RMB9,317,604,863.88 into Xibei Mining in cash.

A. Transaction Documents

The principal terms of each of the Transaction Documents are summarised as follows:

1. THE AGREEMENT

Date

8 April 2025

Parties

Purchaser: the Company

Vendors:

(1) Vendor A;
(2) Vendor B;
(3) Vendor C; and
(4) Vendor D;

Target Company: Xibei Mining

Summary of the Transactions

Pursuant to the Agreement, (i) the Company has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, an aggregate of 26% equity interests in Xibei Mining at a consideration of RMB4,748,251,438.63 (the “Acquisitions”); and (ii) the Company will inject capital of RMB9,317,604,863.88 into Xibei Mining in cash (the “Capital Increase”, together with the Acquisitions, the “Transactions”).

LETTER FROM THE BOARD

The Acquisitions

The appraised value of the entire shareholders' interests of Xibei Mining as at the Valuation Benchmark Date as set out in the Asset Valuation Report(s) filed by the authorized state-owned assets regulatory agencies or their authorized units was RMB25,262,505,533.20. The Target Company held a general meeting on 27 March 2025 and agreed to distribute an aggregate profit of RMB7,000 million to the Vendors (the "Profit Distribution").

The consideration for the Acquisitions is RMB4,748,251,438.63, which was determined by multiplying 26% (being the percentage of Target Equity Interests) by the appraised value of the entire shareholders' interests of Xibei Mining as at the Valuation Benchmark Date of RMB25,262,505,533.20 less the amount of RMB7,000 million declared to the Vendors under the Profit Distribution. The percentage of equity interests to be transferred by each of the Vendors, the corresponding capital contribution to be subscribed and the consideration payable by the Company to each of the Vendors are set out below:

Vendors	Equity interest to be transferred (%)	Corresponding capital contribution to be subscribed (RMB)	Consideration payable (RMB)
Vendor A	15.62	781,000,000.00	2,852,603,364.29
Vendor B	5.58	279,000,000.00	1,019,047,808.75
Vendor C	2.56	128,000,000.00	467,520,141.65
Vendor D	2.24	112,000,000.00	409,080,123.94
Total	26	1,300,000,000.00	4,748,251,438.63

The parties confirmed that the appraised value of the 55% equity interests in Wangtian Coal Industry as set out in the asset valuation report is RMB166,098,079.59. The value of Wangtian Coal Industry to which the Company will be indirectly entitled upon closing of the Transactions = appraised value of the 55% equity interests in Wangtian Coal Industry × 51% (i.e. RMB84,710,020.59).

Payment method for the Acquisitions

The consideration for the Acquisitions of RMB4,748,251,438.63 will be paid by the Company to each of the Vendors in the following manners.

(1) The Company shall pay 40% of the consideration for the Acquisitions (i.e. RMB1,141,041,345.71, RMB407,619,123.50, RMB187,008,056.66 and RMB163,632,049.58 shall be paid to Vendor A, Vendor B, Vendor C and Vendor D, respectively, RMB1,899,300,575.45 in aggregate) to

LETTER FROM THE BOARD

the Vendors in one lump sum within 5 Working Days from the effective date of the Agreement (the “First Tranche Consideration for the Acquisitions”);

(2) The Company shall pay the remaining balance of the consideration for the Acquisitions after deducting the value of the equity interests in Wangtian Coal Industry (i.e. RMB1,660,670,844.67, RMB593,248,611.60, RMB272,171,406.04 and RMB238,149,980.28) shall be paid to Vendor A, Vendor B, Vendor C and Vendor D, respectively, amounting to RMB2,764,240,842.59 in aggregate) (the “Second Tranche Consideration for the Acquisitions”) and the corresponding interest to the Vendors in one lump sum within five Working Days from the Closing Date;

(3) The Company shall pay the corresponding amount for the value of the equity interests in Wangtian Coal Industry (i.e. RMB50,891,173.91, RMB18,180,073.65, RMB8,340,678.95 and RMB7,298,094.08) shall be paid to Vendor A, Vendor B, Vendor C and Vendor D, respectively, amounting to RMB84,710,020.59 in aggregate) to the Vendors within five Working Days from the date on which the following conditions are fulfilled:

The Internal Cooperative Operation Agreement will expire on 31 December 2026 and will not be renewed in accordance with the valuation assumptions in the asset valuation report. In the event that each of the signatories to the Internal Cooperative Operation Agreement cancels and terminates the Internal Cooperative Operation Agreement earlier than the expiry date in writing, the effective date of the relevant cancelation document shall be deemed to be the date on which the aforesaid condition is fulfilled;

(4) The corresponding interest mentioned in the clause (2) above is calculated based on the LPR One-year Interest Rate of the month immediately preceding the actual payment date of each subsequent consideration. The calculation is from the payment date of the First Tranche Consideration for the Acquisitions (exclusive) to the actual payment date of the Second Tranche Consideration for the Acquisitions. The calculation period is based on 365 days a year; and

(5) Unless agreed by the parties in writing, the Company shall be entitled not to pay the corresponding interest on the Second Tranche Consideration for the Acquisitions arising during the period commencing from and including the first day upon the expiry of 6 months from the effective date of the Agreement to and including the date of completing the registration of the changes of the Transactions, provided that the registration of the industrial and commercial changes has not been completed in accordance with the provisions of the Agreement due to reasons attributable to either Vendor.

12 -

LETTER FROM THE BOARD

Capital increase

The parties agreed that, based on the appraised value of the entire shareholders' interests of Xibei Mining as at the Valuation Benchmark Date of RMB25,262,505,533.20, and taking into account the aforesaid Profit Distribution of the Target Company and as determined through the negotiation between the parties, the Company will increase its capital to Xibei Mining in the amount of RMB9,317,604,863.88 in cash, of which RMB2,551,020,408.00 is credited to the registered capital of Xibei Mining and RMB6,766,584,455.88 is credited to the capital reserve of Xibei Mining.

Upon completion of the Acquisitions and the Capital Increase, the shareholding structure of Xibei Mining will be as follows:

Name of shareholders	Percentage of shareholding (%)	Capital contribution (RMB)
The Company	51	3,851,020,408.08
Vendor A	49	3,699,999,999.92
Total	100	7,551,020,408.00

Payment method for the Capital Increase

The Company shall complete the payment of the additional registered capital of Xibei Mining within 6 months from the date of completing the registration of industrial and commercial changes in respect of the Capital Increase and pay the full amount of the capital increase of RMB9,317,604,863.88 into the designated account of Xibei Mining.

Conditions precedent to the Agreement becoming effective

The Agreement shall take effect on the day when all the following conditions are fulfilled, and the day when the last consent or approval set out in this provision is obtained shall be the effective date:

The Agreement is executed by the legal representatives or authorised representatives of each party and stamped with its respective company seals; and
All necessary consents or approvals have been obtained for the Transactions, including but not limited to:

(a) the filing of the valuation results of the entire shareholders' interests of Xibei Mining with the authorized state-owned assets regulatory agencies or their authorized units;

LETTER FROM THE BOARD

(b) the authorized state-owned assets regulatory agencies or their authorized units consider and approve the Transactions;
(c) each of the Vendors, Xibei Mining completes its internal procedures to approve the Transactions; and
(d) the Company obtains approval for the Transactions from its competent decision-making authorities such as the board meeting and the General Meeting.

As at the Latest Practicable Date, save for the condition (d), all the other conditions precedent set forth above are fulfilled.

Behavior before closing

According to the Agreement, the following matters should be completed before the Closing Date, which mainly involve:

Unless otherwise agreed in writing, the subsidiaries within the scope of Xibei Mining's consolidated statements in relation to the Transactions shall be subject to the Audit Report. For 100% equity interests of Zibo Mining Group Design Institute Co., Ltd. (淄博礦業集團設計院有限責任公司), which have not been included in the simulated consolidation scope of the Audit Report but have signed relevant gratuitous transfer agreements, the Vendors shall complete the registration of changes in such equity interests before the Closing Date of the Transactions.

The closing of the Transactions

Unless otherwise agreed in writing, Xibei Mining shall complete the business change registration procedures in relation to the Transactions within 6 months from the effective date of the Agreement.

Unless otherwise agreed in writing, the business change registration procedures in relation to the Acquisitions shall be completed before or at the same time when the business change registration procedures in relation to the Capital Increase are handled. The Closing Date of the Transactions shall be the date on which the business change registration procedures in relation to the Acquisitions and Capital Increase are completed (whichever is later). The rights and obligations corresponding to 51% equity interests in Xibei Mining will be transferred to the Company with effect from the Closing Date.

Unless otherwise agreed in writing between Vendor A and the Company, after the Closing Date of the Transactions, Xibei Mining shall set up a board of directors consisting of 7 directors. Except for an employee representative director who shall be democratically elected, Vendor A has the right to nominate 2 director candidates, and the Company has the right to nominate 4 director candidates, who shall be elected by shareholders at the general meeting. The chairman of the board of directors shall be a director nominated by the Company and elected by the

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LETTER FROM THE BOARD

board of directors. The board of directors shall establish the audit committee consisting of three members of directors, who shall be elected by the board of directors, of which one shall be an employee representative director, and the remaining two shall be the directors nominated by the Company and Vendor A. The general manager and chief financial officer of Xibei Mining shall be recommended by the Company and appointed by the board of directors.

From the following year after the Closing Date, unless otherwise agreed in writing between Vendor A and the Company, under the premises of complying with relevant regulations such as the Company Law, Xibei Mining shall distribute no less than 30% of the distributable profit of the parent company of Xibei Mining determined by audit in the previous year to the shareholders of Xibei Mining.

Profit and loss during the Transition Period

(1) Unless otherwise agreed, the Vendors shall be entitled to the profit and loss attributable to Xibei Mining during the Transition Period (based on the net profit attributable to shareholders of the parent company of Xibei Mining) in the following proportion. Among which,

If Xibei Mining generates profits during the Transition Period, the Company shall pay the same to the Vendors:

The amount payable to Vendor A = the profits of Xibei Mining during the Transition Period × 51% × (the consideration for the Acquisitions attributable to Vendor A + capital increase price)/total price of the Transactions).

The amount payable to Vendor B, Vendor C or Vendor D = the profits of Xibei Mining during the Transition Period × 51% × (the consideration for the Acquisitions attributable to each of them/total price of the Transactions).

(2) If Xibei Mining generates loss during the Transition Period, the Vendors shall pay the same to the Company:

The amount payable by Vendor A = the loss of Xibei Mining during the Transition Period × 51% × (the consideration for the Acquisitions attributable to Vendor A + capital increase price)/total price of the Transactions.

The amount payable by Vendor B, Vendor C or Vendor D = the loss of Xibei Mining during the Transition Period × 51% × (the consideration for the Acquisitions attributable to each of them/total price of the Transactions).

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The profit and loss of Xibei Mining during the Transition Period shall be audited specifically by an audit institution recognized by the parties, and the audit report for the profit and loss during the Transition Period shall be issued within 30 Working Days after the benchmark date of the audit report for the profit and loss during the Transition Period. The benchmark date of the audit report for the profit and loss during the Transition Period shall be determined as follows:

(1) If the Closing Date is before the 15th (inclusive) of the current month, the last day of the previous month will be the audit benchmark date; or
(2) If the Closing Date is after the 15th of the current month, the last day of the current month will be the audit benchmark date.

The parties shall conduct a one-off settlement in cash within 20 Working Days after the audit institution issues the audit report for the profit and loss of Xibei Mining during the Transition Period.

Unless otherwise agreed by the parties, each of the Vendors and the Company are entitled to the accumulated undistributed profit of Xibei Mining as at the Valuation Benchmark Date after deducting decreased accumulated undistributed profit due to profit distribution, in proportion to their equity interests in Xibei Mining upon closing of the Transactions.

For the avoidance of doubt, in this circular, the consideration for the Acquisitions attributable to each of Vendor A, Vendor B, Vendor C and Vendor D refers to the consideration payable by the Company to Vendor A, Vendor B, Vendor C and Vendor D respectively for the acquisition of equity interests in Xibei Mining in the Acquisitions, which are RMB2,852,603,364.29, RMB1,019,047,808.75, RMB467,520,141.65 and RMB409,080,123.94, respectively. The capital increase price refers to the Company's increase of capital contribution of RMB9,317,604,863.88 to Xibei Mining in the Capital Increase. The total price of the Transactions refers to the sum of the consideration payable by the Company for the Acquisitions and the consideration payable by the Company for the Capital Increase, which is RMB14,065,856,302.51.

Statements and Warranties

The Vendors make the following representations and warranties to the Company:

(1) The Vendors are limited liability companies legally established and validly subsisting under the laws of the PRC with independent legal person qualification in accordance with the laws of the PRC;
(2) The Vendors have the power and licence to execute and perform the Agreement;

LETTER FROM THE BOARD

(3) The signing and performance of the Agreement will not (a) violate any organisational documents of the Vendors or Xibei Mining currently in force, or (b) violate any laws of the PRC, or (c) violate any legally binding contract or agreement to which the Vendor or Xibei Mining is a party, or (d) result in the release of the Vendors or Xibei Mining from its obligations or other claims of the other party to the contract under the Agreement or arrangement already signed by the Vendors or Xibei Mining;

(4) From the date of signing of the Agreement to the Closing Date, the Vendors are lawful shareholders of Xibei Mining, legally and validly hold the equity interests in Xibei Mining without any encumbrance, the ownership of the transferred equity interests is clear, and there is no encumbrance of any rights such as pledges, other guarantees, judicial seizure, freezing, auction or other encumbrances on the transferred equity interests, and there will not be any third party asserting any rights in respect of the Vendors' equity interests in Xibei Mining in any manner whatsoever;

(5) The Purchaser has fulfilled all of its capital contribution obligations to Xibei Mining in full in accordance with the law, and the capital contribution assets are all legally owned by the Vendors, and there has not been any false capital contribution, deferred capital contribution, evasion of capital contribution and other breaches of obligations and liabilities borne by the Purchaser as a shareholder, and all the capital contribution has been subject to the necessary internal and external procedures for review and approval;

(6) Xibei Mining and its controlling subsidiaries legally own properties and interests that have significant influence on their production and operation, and their ownership is clear and not subject to any mortgage, pledge, lien, right of first refusal or third party's right;

(7) Unless otherwise agreed in the Agreement or otherwise undertaken in writing by the Vendors, the liabilities, losses and obligations of Xibei Mining and its controlling subsidiaries arising from the acts or events of Xibei Mining and its controlling subsidiaries prior to the Closing Date of the Transactions and incurred after the Closing Date shall include: (a) penalties and resulting liabilities, losses and obligations arising from the violation of laws and regulations and relevant regulations in respect of production and operation, project construction, etc. prior to the Closing Date; (b) expenses or compensation arising from litigation disputes arising from acts prior to the Closing Date; (c) defaults and liabilities of Xibei Mining and its controlling subsidiaries arising from the violation of contractual agreements with third parties prior to the Closing Date; (d) losses or compensation liabilities arising from the existence of defects in title to, or disputes in relation to, assets as at the Closing Date, including land use rights, real estate, mining

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properties, etc.; the Vendors will bear the amount of the aforesaid losses and compensate the Company in a timely manner, unless the aforesaid liabilities, losses and liabilities have been fully accrued in the Audit Reports of Xibei Mining or its controlling subsidiaries.

The Company makes the following representations and warranties to the Vendors:

(1) The Company is a joint stock limited company legally established and validly subsisting under the laws of the PRC with independent legal person qualification in accordance with the laws of the PRC;

(2) The Company shall have the power and licence to execute and perform the Agreement;

(3) The signing and performance of the Agreement will not (a) violate any organisational document of the Company currently in force, or (b) violate any law of the PRC, or (c) violate any legally binding contract or agreement to which the Company is a party, or (d) result in the release of the other party from its obligations or other claims of the other party to the contract under the Agreement or arrangement already signed by the Company.

The parties have agreed that, unless otherwise agreed in the agreement or otherwise undertaken in writing by the Vendors, if any situation as set out in the statements and warranties made by the Vendors to the Company under the Agreement causes Xibei Mining to bear any responsibilities and any payments incurred therefrom or cause the Target Company to actually and directly suffer any reasonable losses ("Loss Compensation Triggering Event"), after taking into full consideration of the tax losses of Xibei Mining incurred therefrom, the specific calculation formulas for the amount that the Vendors shall compensate the Company are:

(1) The compensation amount payable by Vendor A = (all payments made and actual losses suffered by Xibei Mining due to Loss Compensation Triggering Event × 51%) × (consideration for the Acquisitions attributable to Vendor A + capital increase price) ÷ total price of the Transactions ÷ (1 - applicable tax rate); and

(2) The compensation amount payable by Vendor B, Vendor C or Vendor D = (all payments made and actual losses suffered by Xibei Mining due to Loss Compensation Triggering Event × 51%) × (consideration for the Acquisitions attributable to each of them ÷ total price of the Transactions) ÷ (1 - applicable tax rate).

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The parties have agreed that, unless otherwise agreed in the Agreement or otherwise undertaken in writing by the Vendors, if the Loss Compensation Triggering Event causes the controlling subsidiaries of Xibei Mining to bear any responsibilities and any payments incurred therefrom or cause the controlling subsidiaries of Xibei Mining to actually and directly suffer any reasonable losses, after taking into full consideration of the tax losses of the Target Company incurred therefrom and Xibei Mining's shareholding ratio in its controlling subsidiaries, the specific calculation formulas for the amount that the Vendors shall compensate the Company are:

(1) The compensation amount payable by Vendor A = (all payments made and actual losses suffered by the Target Company due to Loss Compensation Triggering Event × 51%) × (consideration for the Acquisitions attributable to Vendor A + capital increase price) ÷ total price of the Transactions ÷ (1 - applicable tax rate) × Xibei Mining's shareholding ratio in its controlling subsidiaries.

(2) The compensation amount payable by Vendor B, Vendor C or Vendor D = (all payments made and actual losses suffered by the Target Company due to Loss Compensation Triggering Event × 51%) × (consideration for the Acquisitions attributable to each of them/total price of the Transactions) ÷ (1 - applicable tax rate) × Xibei Mining's shareholding ratio in its controlling subsidiaries.

The parties have agreed that if, in the course of the historical circulation of the coal mines of the Target Company, a third party is liable for compensation or indemnity in respect of the Transfer Fee or other fees relating to mineral rights and the implementation of the coal resource conversion project, the Vendors have the right to replace Xibei Mining or its subsidiaries after the Closing Date of the Transactions to seek compensation from the third party, and the Company shall assist accordingly. If Xibei Mining or its subsidiaries have obtained relevant compensation or indemnity from the third party, a sum equivalent to the compensation or indemnity shall be deducted from the aforementioned compensation required from the Vendors or notify and pay in a timely manner to the Vendors. The deduction or return payment shall be calculated with reference to the Letter of Mineral Right Commitment.

The parties have agreed that as of the date of signing the Agreement, the following coal resource overlaid situation has been fully considered in the mineral rights valuation reports quoted in the Asset Valuation Report(s), and the estimated overlaid resource reserve has been deducted from the mineral rights valuation. However, the relevant companies have not yet signed compensation agreements with the construction units or relevant government departments or received compensation: (1) the mining right of Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd.: the Tingkou Reservoir Project and its anti-regulation water storage project with a total overlaid resource reserve of 106.8447 million tons; (2) the exploration right for exploration of Mafuchuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved):

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G341 Ring Road Section 2 with a overlaid resource reserve of 48.0073 million tons (new classification); (3) the mining right of Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd.: newly built “methanol to glycine, ethylenediamine 100,000 tons/year project” with a overlaid resource reserve of 6.257 million tons. If Shaanxi Changwu Tingnan Coal Industry Co., Ltd., Gansu Huaneng Tianjun Energy Co., Ltd. and Shaanxi Zhengtong Coal Industry Co., Ltd. receive the compensation in respect of such overlaid situation from the third parties such as construction units or relevant government departments after the Closing Date of the Transactions, and such compensation is not reflected in the Audit Reports related to the Transactions, the Company shall return the compensation to the Vendors within 30 days from the date of receipt of the compensation by such companies. The deduction or return payment shall be calculated with reference to the Letter of Mineral Right Commitment.

Staff settlement

After the Closing Date, there will be no change in the labour contractual relationship of the employees of Xibei Mining as a result of the Transactions. The Transactions has actuarially calculated and accrued in accordance with the relevant accounting standards the extra costs to be borne by Xibei Mining and its controlling subsidiaries in relation to the co-ordination of the relevant retirees, survivors and other categories of employees.

Disposal of debts and liabilities

After the Closing Date, the debts, liabilities and other contingent liabilities of Xibei Mining shall continue to be enjoyed or borne by Xibei Mining. Xibei Mining shall fulfill its obligations to notify or obtain the consent of its creditors in respect of the Transactions in accordance with the terms of the contract signed by Xibei Mining, and the parties shall provide Xibei Mining with the necessary assistance or co-operation.

Responsibility on default

After the Agreement becomes effective, the failure of any party to fulfil its obligations under the Agreement, or any declaration, warranty or undertaking made by any party being false, is considered a breach of contract. The party in default shall compensate the non-defaulting parties for all losses incurred by its breach of contract.

Without precluding the termination of the Agreement by the relevant parties according to the Agreement, unless the Agreement expressly stipulates otherwise, if one party suffers any reasonable costs, expenses, liabilities or losses due to the other party's breach of contract, the defaulting party shall compensate any such costs, expenses, liabilities or losses and shall indemnify the non-defaulting party from such claims. For losses caused by the non-defaulting party's own fault, negligence or omission, as well as losses or any extended losses arising due to its failure to take measures, the defaulting party shall not be liable for such losses.

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Modification and Termination of the Agreement

(1) If the registration of industrial and commercial changes in respect of the Capital Increase is not completed within 12 months after the effective date of the Agreement due to the fault of the Vendors and Xibei Mining, the Company shall have the right to terminate the Agreement, and the Agreement shall be terminated on the date on which the written notice of termination is issued by the Company to each Vendors.

(2) When the Agreement is terminated under the above circumstances, each Vendors shall return the payment of consideration for the Acquisitions and the interest (if any) received by them to the Company within 3 months from the date of termination of the Agreement. If the equity transferred has been registered in the name of the Company, the Company shall change the registration of the equity transferred to the name of each Vendors within 1 month from the date on which the Company receives the aforesaid funds returned by each Vendors.

2. Letter of Mineral Right Commitment

On the same date of the entering into of the Agreement, the Company and the Vendors entered into the Letter of Mineral Right Commitment, the key terms of which are set out as below:

As of the date of the Letter of Mineral Right Commitment, the subsidiaries of Xibei Mining held a total of 14 mineral rights, including 12 mining rights and 2 exploration rights (the "Coal Mines of Xibei Mining"), the basic information of which is as follows:

No.	Entity	Name of mine/ name of exploration project	No. of Mining License/ Mineral Resource Exploration License	Validity
1	Shaanxi Zhengtong Coal Industry Co., Ltd. (陕西正德煤業有限責任公司)	Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd.	C6100002013101110133086	28 September 2018 to 28 September 2026
2	Gansu Lingtai Shaozhai Coal Industry Co., Ltd. (甘肅靈台邵寨煤業有限公司)	Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd.	C6200002021011110151277	24 June 2024 to 15 January 2051
3	Pingliang Wuju Coal Industry Co., Ltd. (平淳五華煤業有限公司)	Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd.	C6200002022031120153241	9 March 2022 to 9 March 2052
4	Pingmei Chang'an Energy Development Co., Ltd. (平煤長安能源開發有限公司)	Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd.	C6100002024041110156653	12 April 2024 to 12 April 2032

LETTER FROM THE BOARD

No.	Entity	Name of mine/ name of exploration project	No. of Mining License/ Mineral Resource Exploration License	Validity
5	Shaanxi Changwu Tingnan Coal Industry Co., Ltd.
(陕西長武亭南煤業有限責任公司)	Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd.	C6100002011011120106797	30 December 2022 to 30 December 2030
6	Inner Mongolia Shuangxin Mining Co., Ltd.
(內蒙古雙欣礦業有限公司)
("Shuangxin Mining")	Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd. (the "Mining Right of Yangjiacun Coal Mine")	C1000002011051110111946	4 May 2011 to 4 May 2041
7	Shaanxi Yongming Coal Mine Co., Ltd.
(陕西永明煤礦有限公司)	Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd.	C6100002010061120067710	22 May 2023 to 22 May 2026
8	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.
(山西朔州平魯區龍礦大恆煤業有限公司)	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.	C1400002009101220038687	25 August 2014 to 25 August 2044
9	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.
(山西忻州神達望田煤業有限公司)	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.	C1400002009111220045315	20 November 2012 to 20 November 2041
10	Hangjinqi Juneng Energy Co., Ltd.
(杭錦旗華能能源有限公司)	Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. (the "Mining Right of Youfanghao Coal Mine")	C1500002023091110155590	5 September 2023 to 5 September 2053
11	Inner Mongolia Huangtaolegai Coal Co., Ltd.
(內蒙古黄陶勒蓋煤炭有限責任公司)	Bayan Gaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (the "Mining Right of Bayan Gaole Coal Mine")	C1000002017051110145299	4 May 2017 to 4 May 2047
12		Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd.	C1000002010091110075170	19 October 2018 to 13 September 2030

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No.	Entity	Name of mine/ name of exploration project	No. of Mining License/ Mineral Resource Exploration License	Validity
13	Gansu Huaneng Tianjun Energy Co., Ltd. (甘肅章能天攻能烟有限公司) (“Tianjun Energy”)	Gansu Province Huan County Shajingzi Mining Area Maojiachuan Jingtian Exploration (Retention) (the “Exploration Right of Maojiachuan Jingtian”)	T6200002010041030040290	17 September 2021 to 17 September 2026
14		Gansu Province Huan County Shajingzi Mining Area Mafuchuan Jingtian Exploration (Retention) (the “Exploration Right of Mafuchuan Jingtian”)	T6200002010101030042485	20 November 2020 to 19 November 2025

The main particulars of undertakings regarding the mineral rights of the Coal Mines of Xibei Mining are as follows:

After the Agreement becomes effective, the Vendors undertake to actively urge and assist Tianjun Energy to complete the procedures for converting the exploration rights to mining rights or retaining the exploration rights within the existing validity period of the corresponding mineral resource exploration licenses of the exploration right of Maojiachuan Jingtian and the exploration right of Mafuchuan Jingtian:

(i) If, after the expiration of the exploration licenses of the exploration right of Mafuchuan Jingtian and the exploration right of Maojiachuan Jingtian, the conditions for converting exploration to mining or retaining the exploration rights are not met, and the exploration area is reduced after completing the procedures for renewing the exploration rights, the decrease in the resource reserves caused by the reduction in exploration area as compared to the resource reserves set forth in the Asset Valuation Report(s) (in respect of the Letter of Mineral Right Commitment, include the relevant mineral right valuation reports of the subordinate coal mines of Xibei Mining cited in the Asset Valuation Report(s), the same below) shall be compensated by the Vendors to the Company. The specific compensation amount = the reduced value of the exploration rights determined based on the parameters used in the Asset Valuation Report of the Transactions×55%×51%;

(ii) If, after the expiration of the exploration licenses of the exploration right of Mafuchuan Jingtian and the exploration right of Maojiachuan Jingtian, the conditions for converting exploration to mining, and completing the procedures for retaining or renewing the exploration rights are not met, and the relevant competent authorities will not

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renew or revoke the exploration rights in accordance with the laws, resulting in the extinguishment of the exploration rights, the Vendors shall compensate the Company. The specific compensation amount is the appraised value of the corresponding exploration rights in the Transactions × 55% × 51% (if the relevant competent authorities provide compensation for the revocation of the exploration rights, such compensation amount should be deducted from the aforementioned compensation amount);

(iii) If, due to its own reasons, the Company fails to convert mining or handle the procedures for retaining or renewing the exploration rights, and reduces the exploration area, the Vendors shall not assume compensation liability.

Other than the resource reserves for which the proceeds from the transfer of mineral right have been deducted in the Asset Valuation Report, after the Closing Date of the Transactions, if the relevant authorities, based on the relevant provisions of the "Measures for the Collection of Proceeds from the Assignment of Mineral Rights" (the "Circular 10") and other relevant regulations in force as at the date of the Letter of Mineral Right Commitment in respect of the mining rights, determine that there are other unpaid proceeds from the transfer of the mining rights (the "Levied Transfer Fee") that are due and unpaid in respect of resource reserves utilised by a coal mine of Xibei Mining prior to the Valuation Benchmark Date of the Transactions and the resource reserves corresponding to the Transactions (i.e. the resource reserves within the valuation scope of the relevant mining rights in the Transactions, subject to the maximum amount of resource reserves not yet disposed of with compensation as set out in Circular 10, the same below), and the Levied Transfer Fee has not been taken into account in the Asset Valuation Report or in the Audit Reports in relation to the Transactions, then:

(i) each of the Vendors shall pay cash compensation to the Company (the amount of compensation shall be the amount of the proposed actual payment of the levied transfer proceeds × 51% × proportionate shareholding held by Xibei Mining in the subsidiaries) no later than five Working Days prior to the date on which such subordinate subsidiaries intend to pay the actual levied transfer proceeds amount after the relevant competent authority has clarified the payment obligation; and

(ii) in addition to the aforesaid Levied Transfer Fee in (i), the remaining amount required to be paid in respect of the remaining resource reserves corresponding to the Transactions that have not been levied at the rate of mineral right transfer fee during the sale of mineral products (if involved), which shall be calculated based on the calculation methods and related parameters as specified in the Asset Valuation Report(s)/as used for calculation of the deduction of transfer income

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and discounted to the date on which payment obligation is specified in accordance with the Circular 10 and ancillary policies, shall be compensated by the Vendors to the Company in cash in one lump sum. Compensation amount = the amount of discounted transfer proceeds to be paid × 51% × proportionate shareholding held by Xibei Mining in these subsidiaries.

Regarding the Mining Right of Yangjiacun Coal Mine, the Mining Right of Youfanghao Coal Mine, and the Mining Right of Bayan Gaole Coal Mine, which historically involved the allocation of coal resources for implementation of the conversion project and deduction of the transfer fee corresponding to the allocated resource reserves for the conversion projects when disposing of with compensation, if after the Closing Date of the Transactions, the relevant government authorities don't only levy transfer fee on Xibei Mining or its subsidiaries for the allocated resource reserves for the conversion projects due to reasons such as failure to implement or fully implement such conversion projects:

(i) If the allocated resource reserves are reclaimed, the Vendors shall compensate the Company, the specific compensation amount = the reclaimed allocated resource reserve ÷ the corresponding resource reserve of the mining right in the Transactions x the appraised value of the corresponding mineral right in the Transactions x 51% x Xibei Mining's shareholding ratio in such subsidiaries; and

(ii) If Xibei Mining or the company holding the mining right suffers losses due to being pursued other liabilities, the Vendors shall compensate the Company accordingly, and the specific compensation amount shall be determined in writing through friendly negotiation among all parties.

In case of negotiating the relevant matters in Letter of Mineral Right Commitment with the government authorities or relevant parties, each party shall actively assist Xibei Mining or its subsidiaries in communicating and negotiating, in order to fully protect the rights and interests of the Target Company and the parties.
The Vendors shall bear/receive the following amounts for compensation/return payment under the Letter of Mineral Right Commitment:

(i) The amount borne/received by Vendor A = (consideration for Acquisitions attributable to Vendor A + capital increase price) ÷ total price of the Transactions x total compensation/return payment.

(ii) The amount borne/received by Vendor B, Vendor C and Vendor D = consideration for Acquisitions attributable to each of them ÷ total price of the Transactions x total compensation/return payment.

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(iii) If there are both compensation and return payment at the same time, they may be calculated separately and offset against each other to determine the final amount that each of the Vendors shall bear/receive.

Under the Letter of Mineral Right Commitment, the total compensation amount paid by the Vendors to the Company for matters related to a coal mine of Xibei Mining shall be limited to the appraised value of the corresponding mineral right in the Transactions × 51% × Xibei Mining’s shareholding ratio in the subsidiary which owns the mineral right. The aggregate compensation amounts borne by Vendor A under the Letter of Mineral Right Commitment and the Letter of Performance Commitment shall not exceed the sum of the Consideration for Acquisitions attributable to Vendor A and the capital increase price. The aggregate compensation amounts borne by Vendor B, Vendor C and Vendor D under the Letter of Mineral Right Commitment and the Letter of Performance Commitment shall not exceed the Consideration for Acquisitions attributable to each of them respectively.
In the event of force majeure (“force majeure” refers to the objective circumstances that cannot be foreseen, avoided and cannot be overcome or the objective reasons beyond control at the time of entering into the Agreement, including but not limited to: (1) natural disasters such as earthquakes, tsunamis, typhoons, volcanic eruptions, landslides, avalanches and mudslides, etc.; (2) social abnormal events such as wars, armed conflicts, strikes, disturbances and riots, etc.; and (3) changes in laws, regulations or policies, government control orders or decisions) resulting in the occurrence of the situations stipulated in the Letter of Mineral Right Commitment of the coal mines of Xibei Mining, the Vendors shall not bear any compensation obligations to the Company; if Xibei Mining or its subsidiaries within the scope of the consolidated financial statements are no longer under the actual control of the Company after the Closing Date of the Transactions, the Vendors shall no longer bear any compensation obligations under the Letter of Mineral Right Commitment with respect to those mineral rights held by Xibei Mining or its subsidiaries within the scope of the consolidated financial statements as of the date of the occurrence of the aforesaid circumstances.

The Letter of Mineral Right Commitment shall take effect when all the following conditions are fulfilled: (1) the official seals of each of the Vendors and the Company are affixed; and (2) the Agreement is signed and becomes effective.

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The Company's view on the sufficiency of the Letter of Mineral Right Commitment in protecting the Company's interests in mineral rights

The subsidiaries of Xibei Mining, collectively held 14 mineral rights, comprising 2 exploration rights and 12 mining rights. The risks associated with the validity of these exploration rights and mining rights in the Transactions, as well as safeguard measures under the Letter of Mineral Rights Commitment to protect the Company's interests against such risks are detailed as follows:

(1) Safeguard measures for risks associated with the validity of exploration rights

Mining rights assets of the subsidiaries of Xibei Mining include 2 exploration rights, namely Exploration Right of Mafuchuan Jingtian and Exploration Right of Maojiachuan Jingtian, both held by Gansu Huaneng Tianjun Energy Co., Ltd. (甘肅華能天竣能源有限公司) (“Tianjun Energy”), in which Xibei Mining holds 55% equity interests.

According to the undertakings made by the Vendors in the Letter of Mineral Right Commitment, if, for reasons not attributable to the Company, Exploration Right of Mafuchuan Jingtian and Exploration Right of Maojiachuan Jingtian are extinguished upon expiry of the exploration licences due to the failure to satisfy the conditions for the conversion from exploration to mining rights, or the conditions for the retention or continuation of exploration rights, and the relevant competent authorities do not renew or withdraw the exploration rights pursuant to the laws, the Vendors will fully compensate the losses incurred by Yankuang Energy, which will be calculated in the following manner: the appraised value of the exploration right in the Transactions x the proportion of equity interest held by Xibei Mining in Tianjun Energy (55%) x the proportion of equity interest held by the Company in Xibei Mining after the Acquisitions (51%) (If any compensation is paid by the relevant competent authorities for the recovery of the exploration right, such amount shall be deducted from the compensation payable by the Vendors).

Given the above safeguard measures, the Company considers that, in the event that the above risks materialize due to reasons not attributable to the Company, the Vendors' covenant under the Letter of Mineral Rights Commitment will fully protect the Company's interests against the risks associated with the validity of the exploration rights.

(2) Safeguard measures for risks associated with the validity of mining rights

Mining rights assets of the subsidiaries of Xibei Mining comprise 12 mining rights, and the relevant mining rights are currently within their respective validity period. The validity periods of the relevant certificates are set out in the section headed "Letter from the Board" in this circular. In

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respect of the validity of the mining rights, four types of potential validity risks may arise under the Mineral Resources Law of the PRC (revised in 2024 and effective from 1 July 2025, the "New Mineral Resources Law") and other requirements, as set out below.

1) Failure of the mining right holder to apply for renewal of the mining right within the prescribed time limit after the expiry of the mining right

According to Article 7 of the Regulations on the Administration of Mineral Resources Exploitation and Registration, "A holder of mining permit shall go through the renewal registration procedures with registration authorities for its permit within 30 days before its permit expires". Further, according to Article 24 of the New Mineral Resources Law, "If the term of the mining right expires and there are still mineral resources available for mining in the registered mining area, it may be renewed, except as otherwise provided by laws and administrative regulations. If no application for renewal is made at the expiry of the term or if the term is not renewed in accordance with the law, the mining right shall be extinguished."

Given that all the mining rights under Xibei Mining are currently within their validity periods, and following the completion of the Transactions, the entities holding such mining rights will be controlled by the Company on a consolidated basis, the Company will proactively supervise the relevant subsidiaries to ensure that renewal applications are submitted in a timely manner in accordance with applicable laws and regulations at that time before the expiration of the mining rights.

2) No mineral resources available for exploitation in the registered exploitation area after the expiry of the term of the mining right

If, upon expiry of the term of a mining right, there are no longer mineral resources available for mining in the registered mining area, renewal of the relevant mining right certificate would have no practical economic value. In such circumstances, failure to renew the mining right in accordance with the law would not have a material adverse effect on, or cause losses to, the Company.

3) Recovery of mining rights by the transferring authority before expiry of the term

According to Article 26 of the New Mineral Resources Law, "Before the expiration of the term of the mining rights, the original department responsible for the transfer of mineral rights may lawfully recover the mining rights for the needs of public interest; if the mining rights are recovered, fair and reasonable compensation shall be given in accordance with the law."

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LETTER FROM THE BOARD

In light of the above provisions, if the mining rights are recovered before their expiration, the relevant transferring department shall provide fair and reasonable compensation, thus ensuring that no material adverse impact or loss will be caused to the Company.

4) Disputes over mining rights or inability to renew the mining rights upon expiry due to pre-closing defects or disputes

If any mining rights cannot be renewed upon expiry due to ownership defects or disputes arising prior to the closing of the Transactions, resulting in losses to the Company after completion, such risks would be addressed by the indemnity undertakings provided by the Vendors.

Pursuant to Article (7)(d) of the Agreement entered into between the Vendors and the Company, the Vendors have made various representations and warranties, including that any losses or compensation liabilities arising from defects in title to, or disputes in relation to, assets as at the Closing Date (including land use rights, real estate, mining properties, etc.) shall be borne by the Vendors. In such circumstances, the Vendors will be required to compensate the Company in full and in a timely manner for any losses incurred.

In light of the above, the Company believes that the above arrangements will adequately protect the Company's interests in respect of the validity risks associated with the exploration rights and mining rights.

3. Letter of Performance Commitment

On the same date of the entering into of the Agreement, the Company and the Vendors entered into the Letter of Performance Commitment, pursuant to which the Vendors agreed to make the following commitments regarding the operating performance of Xibei Mining in the three years from 2025 to 2027:

Xibei Mining's audited net profit attributable to shareholders of the parent company after deducting non-recurring profit and loss (the "Net Profit"), calculated in accordance with the Chinese accounting standards, shall be not less than approximately RMB7,121,934,100 (the "Accumulated Committed Net Profit during the Commitment Period") in the years 2025, 2026 and 2027 (the "Commitment Period"). The Accumulated Committed Net Profit during the Commitment Period is determined with reference to the Asset Valuation Report(s) filed with the competent state-owned regulatory authorities.

In the above-mentioned Asset Valuation Report(s), the income approach was adopted to evaluate some subsidiaries of Xibei Mining and project their net profit, details of which are as follows:

LETTER FROM THE BOARD

Name of subsidiary	Shareholding proportion of Xibei Mining	Projected net profit (unit: RMB0'000)
		2025	2026	2027
Tingnan Coal Industry	100%	54,917.61	54,592.29	54,420.39
Zhengtong Coal Industry	100%	35,054.72	38,548.54	39,957.16
Shaozhai Coal Industry	100%	20,345.88	20,532.06	20,564.07
Shuangxin Mining	55%	35,883.48	26,126.44	41,996.58
Wuju Coal Industry	60%	498.22	14,709.06	17,336.26
Yongming Coal Mine	51%	4,237.74	4,086.04	4,016.78
Daheng Coal Industry	80%	29,495.77	29,562.28	17,531.38
Wangtian Coal Industry	55%	-2,427.34	-2,480.47	10,990.85
Huangtaolegai	60%	110,675.41	112,770.55	116,175.98
Tianjun Energy	55%	341.29	14,064.76	13,553.51
Boxuan Technology	100%	646.73	946.65	960.59
Aike Industrial and Mining	100%	1,299.94	1,670.67	2,037.81
Mayicheng	100%	66.84	156.81	226.41
Shandong Kanggge Energy Technology Co., Ltd.* (山東康格能源科技有限公司)	49%	73.24	472.73	811.62
Total	-	222,325.94	238,524.81	251,342.66

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LETTER FROM THE BOARD

Note 1: The projected net profit amounts of each of the above subsidiaries are derived from the projected net profit amounts for 2025-2027 as set out in the “Summary of Income Approach Measurements” in the Asset Appraisal Schedule corresponding to the Asset Valuation Report.

Note 2: Given the valuation assumption in the Asset Valuation Report that the Internal Cooperative Operation Agreement of Wangtian Coal Industry will expire on 31 December 2026 and will not be renewed, the total projected net profit amounts for 2025 and 2026 in the above table are the projected net profit amounts of each subsidiary (except Wangtian Coal Industry) x the sum of the shareholding proportion of Xibei Mining in it + the projected net profit of Wangtian Coal Industry, and the total projected net profit amounts for 2027 are the projected net profit amounts of each subsidiary x the sum of the shareholding proportion of Xibei Mining in it.

Note 3: The above table is only used to illustrate the process of calculating the amount of the Accumulated Committed Net Profit during the Commitment Period, and the Vendors has not committed to the profit realisation of each year, nor to the profit realisation of each of the aforesaid subsidiaries.

Upon expiry of the Commitment Period, the Company will engage an accounting firm recognised by the Vendors and the Company and other parties as meeting the requirements of the Securities Law of the People’s Republic of China to issue a special audit report for the Commitment Period, and will recognise the cumulative net profit realised during the Commitment Period with the aforesaid audit report.

Upon expiry of the Commitment Period, the Company will engage a valuation institution as meeting the requirements of the Securities Law of the People’s Republic of China to conduct a re-assessment of Xibei Mining on the basis of 31 December 2027 and issue a valuation report confirming the appraised value of the entire shareholders’ interests of the Target Company as at the end of the Commitment Period (the “Appraised Value at the End of the Commitment Period”). Unless mandatorily required by applicable laws and regulations, the valuation methodology adopted in the aforesaid valuation report shall be consistent with the asset valuation report of the Transactions, and the Appraised Value at the End of the Commitment Period shall be the appraised value of a comparable calibre, net of the effect of capital increase, capital reduction, acceptance of gifts and the Profit Distribution by shareholders of Xibei Mining during the Commitment Period on the Appraised Value at the End of the Commitment Period.

The compensation for the performance pledge involved in the Transactions shall be made by the Vendors to the Company in cash, and the specific compensation amount shall be the higher of the following two methods of calculating the compensation amount:

(1) The compensation amount during the Commitment Period = (the Accumulated Committed Net Profit during the Commitment Period – accumulated net profit realized during the Commitment Period) ×51% (if the compensation amount during the Commitment Period is less than zero, it shall be taken as zero); or

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(2) The compensation amount during the Commitment Period = (the Appraised Value of the Transactions – the Appraised Value at the End of the Commitment Period) × 51% (if the compensation amount during the Commitment Period is less than zero, it shall be taken as zero).

The amounts to be borne by each of the Vendors in respect of the compensation amount during the Commitment Period recognised in the manner described above are as follows:

The compensation amount to be borne by Vendor A = (the consideration for the Acquisitions attributable to Vendor A + Capital Increase Price) ÷ total consideration for the Transactions × the compensation amount during the Commitment Period.

The compensation amount to be borne by Vendor B, Vendor C and Vendor D = their respective share of the consideration for the Acquisitions ÷ the total consideration for the Transactions × the compensation amount during the Commitment Period.

If the Agreement is cancelled during the Commitment Period, the Vendors shall not be required to continue to honor the letter of performance commitment. If the Agreement is cancelled after the expiry of the Commitment Period, the Company shall return to the Vendors the amount of the performance compensation for the Commitment Period that has already been paid within 30 days from the date of cancellation of the Agreement.
The Vendors undertake to perform all the compensation obligations within 30 days after the special audit report and valuation report of Xibei Mining are issued and after receiving the notice from the Company specifying the specific amount to be compensated for the Commitment Period.
If the scope of subsidiaries in the consolidated statements of Xibei Mining as set out in the Audit Reports changes or if Xibei Mining ceases to hold equity interests in Shandong Kanggge Energy Technology Co., Ltd. (山東康格能源科技有限公司) during the Commitment Period as a result of equity transfer, capital increase or any other reason, the amount of the committed net profit and the amount of the realized net profit may be adjusted from (and including) that year onwards after the Vendors and the Company have agreed on the adjustments.
In the case which during the Commitment Period, due to force majeure, the normal production and operation of Xibei Mining and its consolidated subsidiaries is materially and adversely affected or Xibei Mining and its consolidated subsidiaries are no longer actually controlled by the Company, the Vendors and the Company may negotiate to adjust the amount of the committed net profit and other content under the Letter of Performance
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LETTER FROM THE BOARD

Commitment according to the degree of impact of the abovementioned circumstances starting from the year (inclusive) in which the abovementioned circumstances occurred.

The amount of performance compensation to be borne by the Vendors in respect of the Letter of Performance Commitment and the amount of compensation to be borne by the Vendors on the basis of the Letter of Mineral Right Commitment shall not exceed the total consideration for the Transactions under the Agreement.

The Letter of Performance Commitment shall take effect when all the following conditions are fulfilled: (1) the official seals of each of the Vendors and the Company are affixed; and (2) the Agreement is signed and becomes effective.

The Company will comply with the disclosure requirements under Rule 14A.63 of the Listing Rules in respect of the fulfillment of the Letter of Performance Commitment.

B. BASIC INFORMATION ON XIBEI MINING AND THE TARGET GROUP

The basic information of Xibei Mining and the Target Group, including the details of subsidiaries controlled directly and indirectly by Xibei Mining as of the Latest Practicable Date, the equity structure of Xibei Mining before and after the completion of the Transactions, the mineral rights information of the Xibei Mining Group, and the financial data of the Target Company, are set forth in Appendix I to this circular.

C. INFORMATION ON THE PARTIES

The Company

The Company is principally engaged in the business of mining, high-end chemical new materials, new energy, and high-end equipment manufacturing and smart logistics. The Company's main products are steam coal for use in large-scale power plants, coking coal for metallurgical production, prime quality low sulphur coal for use in pulverized coal injection, and chemical products such as methanol and acetic acid, etc.

Shandong Energy

Shandong Energy is a state-controlled limited liability company, 90% equity interests 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 interests 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.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, Shandong Energy is the controlling Shareholder of the Company, holding directly and indirectly approximately 52.84% of the issued share capital of the Company, and is hence a connected person of the Company.

Vendors

Each of Vendor A, Vendor B, Vendor C and Vendor D is a company established in the PRC and a direct wholly-owned subsidiary of Shandong Energy as at the Latest Practicable Date.

Each of Vendor A, Vendor B, Vendor C and Vendor D is principally engaged in mining and sales of coal.

D. FINANCIAL AND BUSINESS IMPACT OF THE TRANSACTIONS

Upon the completion of the Transactions, the Company will acquire a 51% equity interests in Xibei Mining, and the performance of Xibei Mining will be consolidated into the Company's consolidated financial statements, which is expected to significantly enhance the Company's profitability. The principal consolidated financial data in respect of the Target Company are set out in Appendix I to this circular.

Upon the completion of the Transactions, the Company's coal resources, coal reserves, and production volume of saleable coal will all be significantly increased, and its operating capacity will continue to strengthen. According to the relevant mineral rights valuation report issued by the Independent Valuer, upon the completion of the Transactions, the Company's resources used in the valuation will increase by approximately 6.352 billion tonnes, the recoverable reserves will increase by approximately 3.652 billion tonnes, and the production volume of saleable coal will increase by approximately 30.0000 million tonnes.

E. BENEFITS OF AND REASONS FOR THE TRANSACTIONS

(1) Reducing competition in the peers and promoting standardised operations

Xibei Mining is the regional headquarters of Shandong Energy in the west, which is responsible for the operation of the coal business in Shaanxi, Gansu, Shanxi and part of Inner Mongolia. Xibei Mining has clear ownership of its shareholdings and mining rights and assets, with regular operations. The injection of coal assets through the Transactions will be conducive to the reduction of peer competition between the Company and Shandong Energy and the promotion of standardised operations.

(2) Increasing profitability and shareholders' return

The assets to be injected into the Transactions are high-quality assets under Shandong Energy. Upon closing of the Transactions, the profitability of the Company will be significantly enhanced, which will be conducive to the further increase of shareholders' return in the long term.

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LETTER FROM THE BOARD

(a) Xibei Mining represents a high-quality coal asset under Shandong Energy Group

As of the Latest Practicable Date, Xibei Mining controls 18 subsidiaries. Its core coal business encompasses coal mining, washing, processing and sales operations, with 10 active coal mines and 4 mines under construction or preparation. The total approved coal production capacity amounts to 61.05 million tons per year, including 36.05 million tons per year for production mines and 25.00 million tons per year for mines under construction or preparation. The coal-related industry chain businesses primarily include mine shaft specialization services, coal processing plant operations, mining equipment maintenance, and technology innovation services within the coal industry, mining safety production equipment testing, mine design and so on. Xibei Mining holds 14 coal mines, all of which have a remaining exploitable lifespan exceeding 10 years. Among these, 5 mineral rights have a remaining exploitable lifespan over 60 years, 1 mineral right has a remaining exploitable lifespan exceeding 50 years, demonstrating a relatively long exploitable lifespan. According to the relevant mineral rights valuation report issued by the Independent Valuer, the appraisal institution, upon the completion of the Transactions, the Company's resources based on the evaluation scope are expected to increase by approximately 6.352 billion tonnes, recoverable reserves by approximately 3.652 billion tonnes, and annual commercial coal production by approximately 30 million tonnes, significantly boosting the Company's coal resources, reserves, and production capacity. Meanwhile, the coal types covered by the Target Company's mineral rights are thermal coal and certain coking coal, both of relatively high quality and strong market competitiveness.

In conclusion, the Transactions are conducive to further increasing the Company's coal resources reserves, expanding and strengthening its core coal business, and enhancing its core competitiveness.

(b) Gradual release of production capacity of some mines in the future, contributing to incremental performance

Among the coal mines under Xibei Mining, Pingliang Wuju Coal Industry Co., Ltd. (平涼五舉煤業有限公司) has an annual approved production capacity of 3 million tons per year. It commenced production and operation in 2024, with coal output from January to November 2024 amounting to approximately 900,000 tonnes. The output is expected to reach 2.4 million tonnes in 2025 and achieve full production capacity of 3 million tonnes in 2026. In August 2024, Xibei Mining acquired Liuyuanzi Coal Mine under Gansu Huaneng Tianjun Energy Co., Ltd., which has been consolidated into Xibei Mining's financial statements. The Liuyuanzi Coal Mine has an annual approved production capacity of 1.8 million tonnes per year. It resumed production in 2025 and is expected to produce 850,000 tons of coal in 2025, and achieve full production capacity in the second half of 2026. The approved production capacity of the above two mines totals 4.8 million tonnes, accounting for approximately $15.12\%$ of Xibei Mining's total

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LETTER FROM THE BOARD

output in 2024. The gradual ramp-up to full production capacity of these two mines in the coming years is expected to provide strong support for the performance improvement of Xibei Mining.

Upon completion of the Transactions, Xibei Mining will be included in the Company's consolidated financial statements. The Transactions will not only increase the total assets of the Company but also expand the its operational scale, thereby boosting its operating revenue and enhancing its overall operating performance and profitability. Based on the Company's 2024 financial data, the relevant simulated projections are as follows:

Unit: 0'000

Item	Operating revenue	Net profit	Net Profit Attributable to Shareholders of the Parent Company
Xibei Mining	1,721,512.61	160,809.69	134,079.21
The Company	13,912,443.40	2,093,229.20	1,442,505.10
After completion of the Transactions	15,633,956.01	2,254,038.89	1,510,885.50
Increase in proportion	12.37%	7.68%	4.74%

Note 1: The above operating revenue and net profit projections are based on a simple summation of the Company's audited financial data for 2024 and annualised audited data of Xibei Mining from January to November 2024, without any consolidation eliminations;
Note 2: As the Company only acquires 51% equity interests in Xibei Mining in the Transactions, while calculating the increase in proportion of the Company's net profit attributable to shareholders of the Parent Company after completion of the Transactions, the relevant equity percentage has been applied to Xibei Mining's annualised financial data.

LETTER FROM THE BOARD

(3) Enhancing resource reserves and implementing development strategy

The Transactions are an important step in the implementation of the Company's development strategy. Through the integration of high-quality coal resources of Shandong Energy, it will be conducive to further increasing the Company's coal resources reserves in Shaanxi, Gansu, Shanxi, Inner Mongolia and other northwestern regions, enlarging and strengthening the mining sector, and enhancing its core competitiveness. The scope of business to be acquired under the Transactions also includes certain coal-related businesses such as coal chemical industry, mine specialisation and coal processing plant operation, facilitating the development of the Company's principal business.

In addition, to address the issue of peer competition, the Company intends to obtain control over Xibei Mining through the Transactions by incorporating Xibei Mining into the Company's consolidated financial statements. This necessitates the acquisition of a majority equity stake.

At the same time, retaining Vendor A's partial equity ownership in Xibei Mining is conducive to jointly fostering the development and enhancing the profitability of Xibei Mining. After considering the funding pressure arising from the need to meet the Company's daily operational requirements, profit distribution, and potential investment plans, as well as the Transactions, the Company, following negotiations with the counterparty, has ultimately decided to acquire 51% equity interests in Xibei Mining to gain control over it.

As of the Latest Practicable Date, the Company has no plan to acquire the remaining 49% equity interests in Xibei Mining. Should the Company consider such matters in the future, it will strictly comply with the requirements of applicable laws and regulations and duly fulfill the approval procedures and information disclosure obligations in accordance with the law.

Furthermore, the combination of equity acquisition and cash capital increase to obtain control of Xibei Mining in the Transactions is conducive to the overall co-ordination and optimization of the use of funds by the Company: (1) the Transactions are beneficial to the lowering of the cash consideration payable for the equity acquisition; (2) the cash capital increase will help to optimize the shareholding structure of Xibei Mining, and the capital increase will be co-ordinated and controlled by the Company within the listed company's system, supporting the construction and development of the mines under construction and planning by Xibei Mining, optimizing and enhancing the financial position of Xibei Mining, thus further strengthening the core competitiveness and profitability of Xibei Mining, and reducing the risk of investment; (3) the impact of the Transactions on the changes in the balance sheet ratio of the Company will be less significant than that of the acquisition through single equity.

The Directors (including the independent non-executive Directors) are of the view that the Transaction Documents are on normal commercial terms which have been negotiated at an arm's length basis and are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

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LETTER FROM THE BOARD

F. IMPLICATIONS UNDER THE LISTING RULES

As one or more applicable percentage ratios of the Transactions are more than 5% but all applicable percentage ratios are less than 25%, the Transactions constitute a discloseable transaction of the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, Shandong Energy is a controlling shareholder of the Company holding directly and indirectly approximately 52.84% of the issued share capital of the Company and Shandong Energy directly wholly owns the Vendors, and indirectly wholly owns Xibei Mining. In accordance with the Listing Rules, each of the Vendors and Xibei Mining is a connected person of the Company. Hence, the Transactions also constitute a connected transaction of the Company and are subject to the reporting, announcement, circular and Independent Shareholders’ approval under Chapter 14A of the Listing Rules.

As the valuation of certain assets was prepared based on income approach in the Asset Valuation Report(s), such valuation constitutes a profit forecast (the “Profit Forecast”) under Rule 14.61 of the Listing Rules.

Pursuant to Rule 14.60A of the Listing Rules, the details of the principal assumptions, including commercial assumptions, on which the Asset Valuation Report(s) prepared by the Independent Valuer were based are set out in Appendix II to this circular.

G. CONFIRMATIONS

Baker Tilly Hong Kong Limited, the reporting accountant of the Company, has reviewed the arithmetical accuracy of the calculations of the Profit Forecast on which certain valuations using income approach as contained in the Asset Valuation Report(s) are based, which does not involve the adoption of accounting policies. The Board has confirmed that the Profit Forecasts for the Target Group as set out in the Asset Valuation Report(s) have been made after due and careful enquiry by the Board.

The letter of the reporting accountant (the “Letter from Reporting Accountant”) from Baker Tilly Hong Kong Limited and the letter issued by the Board (the “Letter from the Board in Relation to the Profit Forecast”), both dated 8 April 2025, are set out in Appendix III and Appendix IV to this circular, respectively.

III. CONTINUING CONNECTED TRANSACTIONS

References are made to (1) the announcement of the Company dated 28 April 2023 and the circular of the Company dated 9 June 2023 in relation to, among others, the Existing Provision of Materials Supply Agreement and the Existing Provision of Products, Materials and Asset Leasing Agreement; (2) the announcement of the Company dated 25 August 2023 and the circular of the Company dated 28 September 2023 in relation to, among others, the Existing Finance Lease Agreement, the Existing Entrusted Management Service Framework Agreement and the Existing Bulk Commodities Sale and Purchase Agreement; and (3) the announcement of the Company dated 30 August 2024 and the circular of the Company dated 30 September 2024 in relation to, among others, the Existing Mutual Provision of Labour

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and Services Agreement, the Existing Provision of Insurance Fund Administrative Services Agreement and the amendments to the annual caps under the Existing Bulk Commodities Sale and Purchase Agreement for the two financial years ended/ending 31 December 2024 and 2025.

References are made to the announcement of the Company dated 26 August 2022 and the circular of the Company dated 12 October 2022 in relation to, (i) the Existing Shandong Energy Financial Services Agreement entered into between Shandong Energy Finance Company and Shandong Energy in respect of provision by Shandong Energy Finance Company of deposit services, comprehensive credit facility services and miscellaneous financial services to the Shandong Energy Members; and (ii) the Existing Yankuang Energy Financial Services Agreement entered into between Shandong Energy Finance Company and the Company in respect of provision by Shandong Energy Finance Company of deposit services, comprehensive credit facility services and miscellaneous financial services to the Group.

As (i) the Target Company will become a connected subsidiary of the Company and an associate of Shandong Energy (which is a connected person of the Company) by virtue of Shandong Energy's indirect 49% shareholding in the Target Company upon the completion of the Transactions, the Board envisages that the scope of transactions and annual caps under certain Existing Continuing Connected Transactions Agreements will need to be adjusted; and (ii) the Existing Continuing Connected Transactions Agreements will expire on 31 December 2025 and the parties thereto expect that the continuing connected transactions contemplated thereunder will continue on an ongoing basis, on 8 April 2025, the parties to the Existing Continuing Connected Transactions Agreements entered into the Proposed Continuing Connected Transaction Agreements to renew and supersede the Existing Continuing Connected Transaction Agreements. The Proposed Continuing Connected Transaction Agreements are subject to the Independent Shareholders' approval at the General Meeting.

Shandong Energy is a controlling shareholder of the Company directly and indirectly holding 52.84% of the issued share capital of the Company as at the Latest Practicable Date, and thus a connected person of the Company under the Listing Rules. Shandong Energy Finance Company is directly owned as to approximately 53.92% equity interests by the Company, and directly and indirectly owned as to approximately 46.08% equity interests by Shandong Energy. Shandong Energy Finance Company is a connected subsidiary of the Company under the Listing Rules. Accordingly, the Proposed Continuing Connected Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Proposed Provision of Materials Supply Agreement

On 28 April 2023, the Company entered into the Existing Provision of Materials Supply Agreement with Shandong Energy for a term of three years commencing from 1 January 2023 and expiring on 31 December 2025. Please refer to the announcement of the Company dated 28 April 2023, and the circular of the Company dated 9 June 2023 for the details of the Existing Provision of Materials Supply Agreement.

LETTER FROM THE BOARD

The Proposed Provision of Materials Supply Agreement

On 8 April 2025, the Company entered into the Proposed Provision of Materials Supply Agreement with Shandong Energy to renew and supersede the Existing Provision of Materials Supply Agreement on substantially the same terms.

Unless otherwise agreed by the parties in writing, the Proposed Provision of Materials Supply Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Provision of Materials Supply Agreement becomes effective, (i) the Existing Provision of Materials Supply Agreement would be superseded with effect from 1 January 2025; and (ii) all transactions performed under the Existing Provision of Materials Supply Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Provision of Materials Supply Agreement.

Set out below are the major terms of the Proposed Provision of Materials Supply Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

The Shandong Energy Members would provide the following materials to the Group: chemical raw materials (methanol, pure benzene, etc.), coal, electricity, underground supporting and protection materials, equipment accessories for coalmine operation, safety protection materials, informationization facilities, grease and oil materials and other general materials.

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for the coming year before 31 December each year. The parties may enter into specific contracts in accordance with the terms of the Proposed Provision of Materials Supply Agreement.

Payment

(1) The payment of consideration of the Proposed Provision of Materials Supply Agreement can be settled on a one-off basis or by installment in accordance with paragraph (2) below.

(2) Each party shall record all items payable to or from the other party in a calendar month in relation to the transactions under the Proposed Provision of Materials Supply Agreement in its accounts on or before the last Working Day of that calendar month. Save for the payments made for non-completed transactions or disputed payments, all payments incurred in a calendar month shall be settled in full by the responsible party within the next calendar month.

Pricing

All materials would be supplied at the Market Price and such price shall in so far as possible be calculated and estimated before the commencement of each financial year, and shall be determined according to normal commercial terms based on the following:

(1) the price offered by Independent Third Parties for provision of the same or similar type of materials in the same or similar area or in the vicinity under normal commercial terms in the ordinary course of business of such Independent Third Parties; or

(2) or if the foregoing (1) is not applicable, the price offered by Independent Third Parties in the PRC for provision of the same or similar type of materials under normal commercial terms in the ordinary course of business of such Independent Third Parties.

To determine the Market Price, the purchase department of the Company and its designated personnel are mainly responsible for checking the prices offered by other independent third parties generally through obtaining quotations from at least two independent third parties via emails, fax or phone or tenders by publishing tender notice through various media resources, such as local newspapers. The purchase department of the Company will update the relevant information from time to time based on the procurement demand and continue to monitor the Market Price to ensure that each transaction is conducted in accordance with the pricing policy set out above.

The price of electricity shall be determined with reference to the electricity trading price in the electricity spot market of Shandong Province and would be settled according to the actual usage of electricity by the Company.

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If at any time the nationwide pricing is in force and applicable to a material, the price of such material shall be determined in accordance with the nationwide pricing. Such nationwide pricing means the price stipulated for such materials in accordance with the laws, regulations, decisions, orders or pricing policies formulated by the relevant governmental authorities in the PRC (as the case may be).

The Shandong Energy Members have undertaken that the price of such supplies would not be higher than the price offered by Shandong Energy to any independent third parties for the same type of materials under any circumstances.

In the event that the terms of provision of any materials by any third party are better than the terms offered by the Shandong Energy Members or if the provision of such materials by the Shandong Energy Members cannot meet the demand of the Company, the Group would be entitled to purchase any such materials from third parties.

Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the Proposed Provision of Materials Supply Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and Shareholders as a whole.

The historical amount, proposed annual caps and reasons

Set out below are the annual caps and the historical transaction amounts for the financial years ended 31 December 2023 and 2024 as well as the existing annual cap for the year ending 31 December 2025 in respect of the transactions under the Existing Provision of Materials Supply Agreement:

| For the year ended
31 December 2023 | | For the year ended
31 December 2024 | | For the year
ending
31 December
2025 |
| --- | --- | --- | --- | --- |
| Annual cap
(RMB'000) | Actual
amount
(RMB'000) | Annual cap
(RMB'000) | Actual
amount
(RMB'000) | Existing
annual cap
(RMB'000) |
| 5,370,000 | 4,210,581 | 5,370,000 | 3,192,930 | 5,370,000 |

As of the Latest Practicable Date, the transaction amounts of the continuing connected transactions under the Existing Provision of Materials Supply Agreement did not exceed the existing annual cap for the financial year ending 31 December 2025.

LETTER FROM THE BOARD

Having considered the reasons set out below, the Board proposed that the annual amount payable by the Group to the Shandong Energy Members under the Proposed Provision of Materials Supply Agreement shall not exceed RMB5,840,000,000, RMB5,480,000,000 and RMB5,670,000,000 for the three financial years ending 31 December 2025, 2026 and 2027, respectively.

(1) The Group purchases materials and supplies from the Shandong Energy Members: (i) the Company's material supply centre purchased materials and supplies from Jining Fuxing Machinery Manufacturing Co., Ltd., Shandong Yanxin Mining Material Processing Co., Ltd., etc.; (ii) Yankuang Lunan Chemicals Co., Ltd. purchases methanol from Yankuang Guohong Chemical Co., Ltd.* (竞磺國宏化工有限責任公司) and Shandong Yankuang International Coking Co., Ltd.; (iii) Yankuang Coal Chemical Supply and Marketing Co., Ltd. purchases pure benzene from Shandong Energy Shengyuan Hongda Chemical Co., Ltd.; (iv) upon completion of the Transactions, Xibei Mining will become a subsidiary of the Company and an associate of Shandong Energy, and Xibei Mining will continue to procure materials from Shandong Energy Members in 2025; and (v) save as the above transactions, certain units of the Company purchase supplies and materials from Shandong Energy Group Yijia Supply Chain Management Co., Ltd.. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts payable by the Group to the Shandong Energy Members in respect of material supplies will be RMB3,980 million, RMB3,465 million and RMB3,661 million, respectively.

For the year ended 31 December 2024, the actual amount incurred by the Group for purchasing materials and supplies from the Shandong Energy Members was RMB2,583.63 million. The Company expects that, for the year ending 31 December 2025, the amount of materials and supplies purchased by the Group from the Shandong Energy Members will be RMB3,980 million, representing an increase of approximately RMB1,396.37 million as compared with the same period in 2024, which was mainly due to the following:

Higher output of Yankuang Lunan Chemicals Co., Ltd. (竞磺鲁南化工有限公司) driving increase in purchases

Yankuang Lunan Chemicals Co., Ltd. (“Lunan Chemicals”, a subsidiary of the Company) experienced a decline in the output of its main products (including acetic acid) in 2024 due to equipment maintenance. With the successful completion of the maintenance and the restoration of the production system to the long-term and stable operating condition, it is expected that there will be an increase in the output of acetic acid in 2025 of approximately 160,000 tons year-on-year, and also there will be an increase in the output of acetic anhydride and polyoxymethylene of

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approximately 36,000 tons and 15,000 tons respectively year-on-year. Given that methanol is the main raw material in the production process of acetic acid, with the increase in the output of related products, the demand of Lunan Chemicals for raw materials such as methanol will also rise. It is expected that there will be an increase in the purchase of raw materials such as methanol of approximately 200,000 tons. In addition, due to the release of new production capacity in traditional downstream industries (such as the acetic acid industry), it is expected that the demand for methanol will remain at a record high in 2025. Due to the continuous growth of the demand side, it is expected that the price of methanol will rise further. This makes it necessary for the Company to increase the amount of purchase from the Shandong Energy Members while ensuring a stable supply of raw materials, so as to cope with the cost pressure brought by fluctuations in the market price. Therefore, taking into account factors such as increased production and higher prices comprehensively, the Group expects that there will be an increase in the amount of materials and supplies purchased from the Shandong Energy Members of approximately RMB616 million.

Impact of Xibei Mining becoming a connected subsidiary of the Company

As of the completion of the Transactions, Xibei Mining purchased materials and supplies such as rubber and plastic products, labor protection equipment, fuel, work tools and instruments from the Shandong Energy Members. The purchase amount in 2024 was RMB1,419.88 million. With the completion of the Transactions, Xibei Mining will become a subsidiary of the Company and plans to gradually shift its purchase channel from the Shandong Energy Members to the material supply centre of the Company. It is expected that from 2025 to 2027, the purchase amounts of Xibei Mining from the Shandong Energy Members will be RMB469.47 million, RMB13 million and RMB14 million respectively, showing a trend of significant downward, which was mainly due to the adjustment of the purchase channel. As compared with 2024, the expected purchase amount in 2025 will only be approximately one-third of the actual amount in 2024. This change is mainly due to the transitional arrangement (about one quarter). It is expected that from June to September 2025, Xibei Mining will continue to purchase materials and supplies from the Shandong Energy Members. Thereafter, Xibei Mining will officially shift to purchasing from the material supply centre of the Company from September 2025. The amount of purchase from the Shandong Energy Members will further decrease by then.

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Increasing purchase demand of the materials branch of Luxi Mining

The materials branch of Shandong Energy Group Luxi Mining Co., Ltd., a connected subsidiary of the Company, conducts unified purchase based on the materials and equipment required by each mine of Luxi Mining. Specifically, Shandong Xin Julong Energy Co., Ltd. (山東新巨龍能源有限責任公司) (“Xin Julong”) is expected to purchase additional hydraulic support equipment of RMB320 million in 2025 due to the operation requirements of the 11302 work platform. Shandong Energy Group Equipment Manufacturing (Group) Co., Ltd and Shandong Energy Equipment Group Lunan Equipment Manufacturing Co., Ltd. (山東能源裝備集團魯南裝備製造有限公司), both the Shandong Energy Members, have advantages such as high-quality hydraulic supports and other equipment products, leading technology and processes, reasonable supply prices, capabilities of timely performance, and comprehensive after-sales services, and can provide products that meet standards and are of high quality, satisfying the demands of their customer, Xin Julong.

(2) The Group purchases chemical raw material coal from the Shandong Energy Members: (i) Inner Mongolia Rongxin Chemicals Co., Ltd. purchases coal from Shandong Energy Group Coal Marketing (Shaanxi) Co., Ltd.; (ii) Yankuang Coal Chemical Supply and Marketing Co., Ltd. purchases coal from the Binhu Coal Mine of Zaozhuang Mining (Group) Co., Ltd. (棗莊礦業(集團)有限責任公司); and (iii) Yankuang Xinjiang Energy & Chemical Co., Ltd. purchases coal from Xinkuang International Trading Co., Ltd.. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts payable by the Group to the Shandong Energy Members for chemical raw material coal supplies will be RMB1,650 million, RMB1,768 million and RMB1,755 million respectively.

For the year ended 31 December 2024, the actual amount incurred by the Group for purchasing chemical raw material coal from the Shandong Energy Members was RMB507.61 million. It is expected that for the year ended 31 December 2025, the amount to be paid by the Group to the Shandong Energy Members for purchasing chemical raw material coal will increase to RMB1,650 million, representing an increase of over RMB1.1 billion as compared with the actual amount incurred in 2024. This increase is mainly due to the gradual decline of the scale of coal imports in 2024 and continuous digestion of social inventory. It is expected that price of the coal market will stop falling and become stable in 2025, and there is a possibility of recovery. To effectively stabilize the purchase cost of raw coal and reduce the adverse impact of fluctuations in market price on production and operation, the subsidiaries of the Group (including Yankuang Coal

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Chemical Supply and Marketing Co., Ltd., Inner Mongolia Rongxin Chemicals Co., Ltd. (“Rongxin Chemicals”) and Yankuang Xinjiang Coal and Chemical Co., Ltd. (竞磷新疆煤化工有限公司) plan to further increase their purchase from the Shandong Energy Members in 2025. In addition, the Shandong Energy Members will also offer the Group a certain degree of price discount on the market price according to the purchase scale, which is conducive to the Group’s control of the overall purchase cost of raw materials. Taking all the above factors into consideration comprehensively, it is expected that the amount of chemical raw material coal purchased by the Group from the Shandong Energy Members in 2025 will increase significantly as compared with that in 2024.

(3) The Group purchases electricity from the Shandong Energy Members: (i) the Company purchases electricity from Shandong Energy New Energy (Zoucheng) Co., Ltd.; and (ii) Yankuang Donghua Heavy Industry Company Limited purchases electricity from Shandong Energy New Energy (Zoucheng) Co., Ltd.. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts payable by the Group to the Shandong Energy Members for electricity supplies will be RMB30 million, RMB30 million, and RMB31 million, respectively.

For the year ended 31 December 2024, the actual amount incurred by the Group for purchasing electricity from the Shandong Energy Members was RMB22.3 million. It is expected that for the year ended 31 December 2025, the amount to be paid by the Group to the Shandong Energy Members for purchasing electricity will increase to RMB30 million, representing an increase of approximately RMB7 million as compared with the actual amount incurred in 2024. The increase is mainly due to the fact that according to the relevant policies of the market-oriented reform of new energy electricity prices, it is expected that the purchase price of electricity of the Group from Shandong Energy New Energy (Zoucheng) Co., Ltd. may increase in the future. The purchase price of electricity for 2025 to 2027 calculated according to the market price of electricity will increase by approximately RMB7 million each year.

(4) The Group purchases machinery and equipment from the Shandong Energy Members: (i) the Company’s Material Supply Center purchases machinery and equipment from Shandong Energy Group Yijia Supply Chain Management Co., Ltd. and Yunding Technology Co., Ltd.; (ii) Yankuang Financial Leasing Company Limited purchases machinery and equipment from Shandong Energy Xinfengguang Electronic Technology Co., Ltd., Yankuang Boyang Foreign Economic and Trading Co., Ltd., Yunding Technology Co., Ltd. and Shandong Taian Coal Mine Machinery Co., Ltd.. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the

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amounts payable by the Group to the Shandong Energy Members for machinery and equipment supplies will be RMB180 million, RMB217 million, and RMB223 million, respectively.

For the year ended 31 December 2024, the actual amount incurred by the Group for purchasing machinery and equipment from the Shandong Energy Members was RMB79.39 million. It is expected that for the year ended 31 December 2025, the amount of machinery and equipment purchased by the Group from the Shandong Energy Members will increase to RMB180 million, representing an increase of over RMB100 million as compared with the same period in 2024. The increase is mainly due to the fact that the Group plans to enhance the automation and intelligence of mines, so as to improve production efficiency, safety as well as operation and management of mines, and reduce labor costs. In this regard, the Company will increase its investment in the construction of intelligent mines. Shandong Energy has leading technological advantage in the field of intelligent equipment, and its products are more in line with the needs of the Group. Therefore, it is expected that the purchase amount will increase by approximately RMB100 million in 2025. In addition, it is expected that the purchase amount will further increase in 2026 and 2027, which was mainly due to the fact that the 500,000-ton/year syngas high-temperature Fischer-Tropsch chemical and product extension project of Shaanxi Future Energy Co., Ltd. ("Future Energy") is scheduled to commence in 2025, and equipment installation will be carried out in 2026 and 2027. According to the initiation plan of the project, it is expected that the annual purchase of new equipment such as gas chromatographs, melt index testers, and automatic calorific value testers will be approximately RMB33 million.

Reasons for and benefits of entering into the Proposed Provision of Materials Supply Agreement

Since the Shandong Energy Members will continue to provide materials to the Target Company (which will become a subsidiary of the Company upon the completion of the Transactions) after the completion of the Transactions, the Board proposed to enter into the Proposed Provision of Materials Supply Agreement to renew and supersede the Existing Provision of Materials Supply Agreement.

The Group requires stable suppliers of mining production materials for steady business expansion. Certain materials provided by the Shandong Energy Members are better in quality than those provided by external suppliers and it is rather difficult for the Group to source materials with comparable quality, specifications and value from other external suppliers. Furthermore, since the Shandong Energy Members' production sites are close to the Group's coal mines and factories, the transportation of such materials is convenient and at a relatively lower cost.

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At the same time, the Target Company was a subsidiary of Shandong Energy prior to the Transactions and have been procuring materials from the Shandong Energy Members every year. Such transactions will continue after the completion of the Transactions in order to maintain the stable operations of the Target Company, which is in line with the Company's production and operation and further business integration needs.

The Directors (including the independent non-executive Directors) consider that the Proposed Provision of Materials Supply Agreement, the transactions contemplated thereunder and the proposed annual caps are: (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

Implications under the Listing Rules

As stated above, Shandong Energy is a controlling Shareholder and thus constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Provision of Materials Supply Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios for the transactions under the Proposed Provision of Materials Supply Agreement exceeds 5% on an annual basis, the Proposed Provision of Materials Supply Agreement, the transactions contemplated thereunder and the proposed annual caps are subject to reporting, announcement and Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

2. Proposed Mutual Provision of Labour and Services Agreement

On 30 August 2024, the Company entered into the Existing Mutual Provision of Labour and Services Agreement with Shandong Energy for a term of two years commencing from 1 January 2024 and expiring on 31 December 2025. Please refer to the announcement of the Company dated 30 August 2024 and the circular of the Company dated 30 September 2024 for the details of the Existing Mutual Provision of Labour and Services Agreement.

Proposed Mutual Provision of Labour and Services Agreement

On 8 April 2025, the Company entered into the Proposed Mutual Provision of Labour and Services Agreement with Shandong Energy to renew and supersede the Existing Mutual Provision of Labour and Services Agreement on substantially the same terms. In order to better regulate the provision of labour and services between the Group and the Shandong Energy Members, the Company and Shandong Energy decided to make adjustments to the service scope under the Existing Mutual Supply of Labour and Services Agreement to include the addition

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of the Group’s receipt of the provision of transportation services from Shandong Energy and the provision of port services by the Group to the Shandong Energy Members.

Unless otherwise agreed by the parties in writing, the Proposed Mutual Provision of Labour and Services Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Mutual Provision of Labour and Services Agreement becomes effective, (i) the Existing Mutual Provision of Labour and Services Agreement would be superseded with effect from 1 January 2025, and (ii) all transactions performed under the Existing Mutual Provision of Labour and Services Agreement since 1 January 2025 would be classified as the transactions performed under the Proposed Mutual Provision of Labour and Services Agreement.

Set out below are the major terms of the Proposed Mutual Provision of Labour and Services Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

Provision of labour and services by the Shandong Energy Members to the Group:

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guard services and coal train convoy services), labour export, backup services (including canteen operation, property cleaning and catering and accommodation, etc.), informationization and technology services, mine rescue services, maintenance services of the ERP and relevant systems, and medical services (including wellhead emergency services, staff medical check-ups, occupational health record management, epidemic prevention and control, prevention and control of infectious diseases, management of sick and injury leave for staff, public health services, emergency maintenance for major public health incidents, etc.), and transportation services.

Provision of labour and services by the Group to the Shandong Energy Members:

Pursuant to the Proposed Mutual Provision of Labour and Services Agreement, the Group has agreed to provide the Shandong Energy Members with labour and services including transportation services, engineering construction and management services, maintenance services, training services, labour export, informationization and technology services, mine rescue services, chemical product sales agency services and port services.

On or before 30 November each year, the requesting party may provide to the supplying party an annual assessment of the labour or services that it may require in the coming year and the parties shall agree on an annual plan for the coming year before 31 December each year. The parties may enter into specific contracts in accordance with the terms of the Proposed Mutual Provision of Labour and Services Agreement.

Payment

(1) The payment of consideration of the Proposed Mutual Provision of Labour and Services Agreement can be settled on a one-off basis or by instalment in accordance with paragraph (2) below.

(2) Each party shall record all items payable to or from the other party in a calendar month in relation to the transactions under the Proposed Mutual Provision of Labour and Services Agreement in its accounts on or before the last Working Day of that calendar month. Save for the payments made for non-completed transactions or disputed payments, all payments incurred in a calendar month shall be settled in full by the responsible party within the next calendar month.

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Pricing

Provision of maintenance services (building and equipment repair services), construction engineering and management services, asset leasing and services, guarantee services, training services, transportation services, security guard services in security services, backup services, informationization and technology services by the Shandong Energy Members to the Group:

The consideration shall be determined according to the Market Price (as defined below).

Provision of transportation services, engineering construction and management services, port services, maintenance services, training services, informationization and technology services by the Group to the Shandong Energy Members:

The consideration shall be determined according to the Market Price.

The Market Price shall in so far as possible be calculated and estimated before the commencement of each financial year.

“Market Price” shall be determined according to normal commercial terms based on the following:

LETTER FROM THE BOARD

To determine the Market Price, the sales department or purchase department of the Company and its designated personnel are mainly responsible for checking the prices offered by other Independent Third Parties generally through obtaining quotations from at least two Independent Third Parties via emails, fax or phone or tenders by publishing tender notice through various media resources, such as local newspapers. The sales department or purchase department of the Company will update the relevant information from time to time based on the procurement demand and continue to monitor the Market Price to ensure that each transaction is conducted in accordance with the pricing policy set out above.

With respect to the labour and services provided or received by the Group to or from the Shandong Energy Members according to the Market Price, the Company or the subsidiaries of the Company that provide or receive such labour and services would collect market data and conduct research on the market prices of similar labour and services when entering into the relevant transactions so as to ensure the price of which is fair and reasonable.

Provision of individual employee benefits services, labour export and mine rescue services by the Shandong Energy Members to the Group:

The consideration shall be determined according to the Cost Price (as defined below).

"Cost Price" is the transaction price determined based on the actual cost. The actual cost is the cost incurred from providing the subject matter of the transaction by the providing party. For the purpose of computing the actual cost, Shandong Energy shall provide the Company with full account books and records in respect of the costs of such services.

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The individual employee benefits and mine rescue service fees to be paid shall be equal to the actual cost incurred from the provision of such services by the Shandong Energy Members.

The coal train convoy services in security services involve costs such as salaries, consumption of materials and equipment, and depreciation incurred by the Shandong Energy Members.

The price of labour export services is determined based on the remuneration and social insurance expenses for employees providing the services.

The Shandong Energy Members provide the Group with coal train convoy services under security guard services:

Coal train convoy services under security guard services are the cost of salary, material and equipment consumption and depreciation incurred by the Shandong Energy Members plus reasonable profit. Reasonable profit is normally 5% of the cost price, which is determined through commercial negotiation between the parties with reference to the general profit margin of the service industry.

Provision of maintenance services of the ERP and relevant systems by the Shandong Energy Members to the Group:

The consideration shall be determined based on the general pricing rules of the ERP and relevant systems maintenance market, using the per person per day rate as the pricing basis.

Provision of medical services by the Shandong Energy Members to the Group:

The fees for medical check-ups shall be formulated with strict reference to the fee standards of the Shandong Provincial Price Bureau and the medical fee directory of the Healthcare Security Administration of Shandong Province, and the fees for other medical services shall be measured with reference to the actual workload, the number of staff members engaged in the services, and their wages and the costs of consumables incurred in the three years from 2022 to 2024.

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Provision of labour export by the Group to the Shandong Energy Members:

The consideration shall be determined based on the Cost Price (as defined above).

Provision of sales agency service of chemical products, mine rescue services provided by the Group to the Shandong Energy Members:

The consideration shall be determined based on the cost-plus method. Reasonable profit is normally 5% of the cost price, which is determined through commercial negotiation between the parties with reference to the general profit margin of the service industry.

If at any time the nationwide pricing is in force and applicable to the provision of labor and services under the Proposed Mutual Provision of Labor and Services Agreement, the price of such labor and services shall be determined in accordance with the nationwide pricing. Such nationwide pricing means the price stipulated for such agreed provision in accordance with the laws, regulations, decisions, orders or pricing policies formulated by the relevant governmental authorities in the PRC (as the case may be).

Shandong Energy has undertaken that the price of such labour and services provided to the Group would not be higher than the price offered by Shandong Energy to any Independent Third Parties for the same type of labour and services under any circumstances. The Group is not required to obtain such labour and services solely from the Shandong Energy Members. The Company has also undertaken to provide such labour and services to the Shandong Energy Members on normal commercial terms.

In order to ensure that the prices of the relevant labour and services will not be less favourable than those offered to the Group by Independent Third Parties, sales department or purchase department the of the Company and its designated staff will, from time to time, collect and review the prices of other Independent Third Parties providing the same types of labour and services in the same or neighbouring areas for comparison. Quotations are generally obtained through obtaining quotations from at least two Independent Third Parties via emails, fax or phone or tenders by publishing tender notice through various media resources, such as local newspapers.

Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the Proposed Mutual Provision of Labour and Services Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and Shareholders as a whole.

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The historical amount, proposed annual caps and reasons

Set out below are the annual cap and the historical transaction amount for the financial year ended 31 December 2024 as well as the existing annual cap for the year ending 31 December 2025 in respect of the transactions under the Existing Mutual Provision of Labour and Services Agreement:

	For the year ended 31 December 2024		For the year ending 31 December 2025
	Annual cap (RMB'000)	Transaction amount (RMB'000)	Annual cap (RMB'000)
Provision of labour and services by the Shandong Energy Members to the Group	5,662,000	3,868,450	4,809,000
Provision of labour and services by the Group to the Shandong Energy Members	1,360,000	988,610	920,000

As of the Latest Practicable Date, the transaction amount of continuing connected transactions under the Existing Mutual Provision of Labour and Services Agreement did not exceed the existing annual cap for the financial year ending 31 December 2025.

Having considered the historical figures and the reasons set out below, the Board proposed that the total amounts of the service fees payable by the Group to the Shandong Energy Members under the Proposed Mutual Provision of Labour and Services Agreement shall not exceed RMB7,571,000,000, RMB7,203,000,000 and RMB7,016,000,000 for the three financial years ending 31 December 2025, 2026 and 2027, respectively, and the total amounts of the service fees payable by the Shandong Energy Members to the Group under the Proposed Mutual Provision of Labour and Services Agreement shall not exceed RMB1,810,000,000, RMB1,865,000,000 and RMB1,981,000,000 for the three financial years ending 31 December 2025, 2026 and 2027, respectively.

The proposed annual caps for the transactions under the Proposed Mutual Provision of Labour and Services Agreement are determined mainly based on the following reasons:

LETTER FROM THE BOARD

Basis of the proposed caps for labour and services provided by the Shandong Energy Members to the Group

(1) The Shandong Energy Members provide maintenance services to the Group: (i) Shandong Energy Group Yijia Supply Chain Management Co., Ltd. (山東能源集團易佳供應鏈管理有限公司), Shandong Energy Equipment Group Benniu Remanufacturing Co., Ltd. (山東能源裝備集團奔牛再製造有限公司) and Shandong Energy Equipment Group Tiandi Mining Equipment Remanufacturing Co., Ltd. (山東能源裝備集團天地採掘設備再製造有限公司) provide maintenance services to the Company; (ii) Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) provides maintenance services to Shaanxi Future Energy Co., Ltd. and Yankuang Xinjiang Energy & Chemical Co., Ltd.; (iii) Shandong Fangda Engineering Co., Ltd. (山東方大工程有限責任公司), Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) and Shandong Energy Group Equipment Manufacturing (Group) Co., Ltd. provide maintenance services to Shandong Energy Group Luxi Mining Co., Ltd.; and (iv) Shandong Fangda Engineering Co., Ltd. (山東方大工程有限責任公司) provides maintenance services to Xibei Mining. Our Company expects that the amount payable by the Group to the Shandong Energy Members for such maintenance services in each of the three financial years ended 31 December 2025, 2026 and 2027 will be RMB665 million, RMB785 million, and RMB679 million respectively.

For the year ended 31 December 2024, the actual amount incurred by the Shandong Energy Members for providing maintenance services to the Group was RMB192.79 million. It is expected that for the year ended 31 December 2025, the amount of related services will increase to RMB665 million, representing an increase of over RMB470 million as compared with the same period in 2024. The main reasons include: (1) Xin Julong Coal Mine, which Shandong Energy Group Luxi Mining Co., Ltd. ("Luxi Mining", a connected subsidiary of the Company) forms part, plans to install work platform of coal mining twice due to the need for succession of underground mining areas, driving increase in the demand for maintenance of coal mining equipment and supporting equipment. In addition, it is expected that there will be an increase in the length of work platform of coal mining of Lilou Coal Industry and Tangkou Coal Industry under Luxi Mining of approximately 354 meters in 2025 as compared to the current length, and the number of supports used will also rise accordingly. After calculation, the Group expects that the above factors will increase the maintenance service costs of Luxi Mining by approximately RMB150 million; (2) Xinjiang Coal and Chemical Co., Ltd. (held by Yankuang Xinjiang Energy & Chemical Co., Ltd. ("Xinjiang Energy & Chemical"), a connected subsidiary of the Company) plans to implement the asphalt concrete road repair project of the main roads throughout the factory, and arrange 25 fixed asset repair projects such as major repairs of production buildings according to the maintenance cycle. It is expected that this will lead to an increase of approximately RMB30 million in the amount of maintenance services; and (3) after the completion of the Transactions, Xibei Mining will become a subsidiary of

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the Company, and the purchase of maintenance services by Xibei Mining from the Shandong Energy Members will constitute a new connected transaction of the Company. According to statistics, in 2024, the actual amount incurred by Xibei Mining for purchasing maintenance services from the Shandong Energy Members was RMB208.64 million. After calculation, the Group expects that from 2025 to 2027, the amount of maintenance services purchased by Xibei Mining from the Shandong Energy Members will increase slightly as compared with the actual amount incurred in 2024. It is mainly due to the increased demand for maintenance and upgrading of various machinery, equipment and their accessories such as coal mining machines, hydraulic supports, and sprockets from Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd. and Inner Mongolia Shuangxin Mining Co., Ltd., subsidiaries of Xibei Mining, driving increase in the amount of maintenance services purchased from Shandong Fangda Engineering Co., Ltd. (山東方大工程有限責任公司), a subsidiary of Shandong Energy.

(2) The Shandong Energy Members provide construction services to the Group: (i) Jining Fuxing Machinery Manufacturing Co., Ltd. (濟寧福興機械製造有限責任公司), Shandong Yankuang Yijia Construction and Installation Engineering Co., Ltd. (山東兗礦易佳建築安裝工程有限公司) and Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) provide construction services to the Company; (ii) Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) provides construction services to Yankuang Energy (Ordos) Company Limited, Shaanxi Future Energy Co., Ltd. and Yankuang Xinjiang Energy & Chemical Co., Ltd.; (iii) companies such as Shandong Fangda Engineering Co., Ltd. (山東方大工程有限責任公司), Zibo Aike Industrial and Mining Machinery Co., Ltd. (淄博愛科工礦機械有限公司), Shandong Huaxin Construction Engineering Group Co., Ltd. (山東華新建築工程集團有限責任公司), the production services branch of Xinwen Mining Group Co., Ltd. (新汶礦業集團有限責任公司生產服務分公司) and Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) provide construction services to Shandong Energy Group Luxi Mining Co., Ltd.; and (iv) Shandong Fangda Engineering Co., Ltd. (山東方大工程有限責任公司) provides construction services to Xibei Mining. Our Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB5,222 million, RMB4,758 million, and RMB4,660 million respectively for the three financial years ended 31 December 2025, 2026 and 2027 for such construction services.

For the year ended 31 December 2024, the actual amount incurred for construction services provided by Shandong Energy Members to the Group amounted to RMB2,558.86 million. It is expected that for the year ending 31 December 2025, the relevant service amount will increase to RMB5,222 million, representing a year-on-year increase of RMB2,663.14 million compared to 2024. The increase is primarily attributable to the following factors: (1) Shaanxi Future Energy's Jinjitan Coal Mine is advancing village relocation and new village construction projects in accordance with its

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mining plan, with anticipated procurement for engineering services amounting to approximately RMB310 million; (2) Yankuang Energy (Ordos) Company Limited, Yankuang Xinjiang Energy & Chemical Co., Ltd. and Inner Mongolia Rongxin Chemicals Co., Ltd. carried out coal preparation plant upgrades, coal storage facility construction and supporting projects, generating additional construction service revenue of approximately RMB810 million; and (3) upon becoming a subsidiary of the Company, Xibei Mining's procurement of construction services from Shandong Energy Members will constitute a new connected transaction for the Company. The procurement for such services in 2024 amounted to RMB1,148.69 million. A moderate fluctuating upward trend is projected for 2025 to 2027, with amounts of RMB1,597.36 million, RMB1,460.52 million and RMB1,560.74 million, respectively. The primary reason is that projects such as the mine shaft engineering of Hangjinqi Juneng Energy Co., Ltd., a subsidiary of the Company, the Youfanghao Coal Mine, and the underground engineering of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. are expected to advance significantly between 2025 and 2027. In 2024, the progress of these projects was relatively slow, with only approximately $10\% - 20\%$ completed. However, the pace is expected to accelerate significantly starting from 2025, driving an increase in service demand. Notably, the projected amount for 2026 is lower than that of 2025, primarily due to the gradual completion of preliminary works, such as the relocation of Tangkou Coal Industry under Luxi Mining, leading to a decline in engineering service demand.

(3) The Shandong Energy Members provide employee personal benefits to the Group: (i) the development guarantee branch of Shandong Energy Group Development Service Group Co., Ltd. (山東能源集團發展服務集團有限公司發展保障分公司) provides employee recuperation services to various units of Yankuang Energy Group Company Limited; (ii) Xinda Hotel of Shandong Energy Group Company Limited provides single apartment services to various units of Yankuang Energy Group Company Limited. Our Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB91 million, RMB126 million, and RMB130 million, respectively for employee benefits in each of the three financial years ended 31 December 2025, 2026 and 2027.

For the year ended 31 December 2024, the actual amount of employee personal welfare services provided by Shandong Energy Members to the Group was RMB48.89 million. It is expected that the amount of such services will increase to RMB91 million for the year ending 31 December 2025, representing an increase of over RMB42 million as compared to the same period in 2024, which is mainly due to the Group's intention to further enhance the physical and mental health of its employees and its plan to moderately shorten the original cycle of employees' sanatorium and wellness (the original cycle was approximately every two to five years depending on the position), and arrange for employees who are close to retirement sanatorium and wellness, resulting in a year-on-year increase in the number of relevant sanatorium and wellness, and the relevant arrangement is

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expected to increase employee welfare expenses by approximately RMB20 million; in addition, Yanzhou Coal Yulin Neng Hua Company Limited, Future Energy and other units intend to enhance the catering standards of their employees by planing to adjust the catering subsidies for their employees upwards (relevant catering services are provided by connected parties), and the relevant expenses are expected to increase by approximately RMB5 million. In addition, the Company plans to purchase welfare materials through the centralized procurement advantage of Shandong Energy Group Yijia Supply Chain Management Co., Ltd. to enhance the welfare of employees of the Company of approximately RMB16 million in total. Looking forward to 2026 and 2027, employee welfare expenses are expected to further increase slightly, mainly due to the proposed upgrading of employee welfare benefits by subsidiaries of Luxi Mining, such as Shandong Xin Julong Energy Co., Ltd.(山東新巨龍能源有限責任公司), Feicheng Mining Group Liangbaosi Energy Co., Ltd. and Shandong Tangkou Coal Industry Co., Ltd.(山東唐口煤業有限公司), including the increase of employee meal subsidies, the issuance of toiletries and labor protection supplies (relevant catering services and toiletries will be purchased through connected parties), with the total additional expenses expected to amount to approximately RMB20 million. The Group believes that the aforesaid initiatives will help enhance the sense of belonging and well-being of the employees, thereby continuously improving the overall level of employee benefits.

(4) The Shandong Energy Members provide asset leasing services to the Group: (i) Shandong Energy provides asset leasing services to Shandong Coal Science and Technology Research Institute Branch (山東煤炭科技研究院分公司), Yankuang Financial Leasing Company Limited and Shandong Energy Group Luxi Mining Co., Ltd.; and (ii) Shandong Energy Group International Hotel Co., Ltd. Xinjiang Branch (山東能源集團國際酒店有限公司新疆分公司) provides asset leasing services to Yankuang Xinjiang Energy & Chemical Co., Ltd.. Our Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB42 million, RMB42 million and RMB26 million, respectively for asset leasing services in each of the three financial years ended 31 December 2025, 2026 and 2027.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing asset leasing services to the Group amounted to RMB24.98 million. It is expected that the relevant leasing service expenses will increase to RMB42.0 million for the year ending 31 December 2025, representing a year-on-year increase of more than RMB17.0 million as compared to 2024. The increase in expenses is mainly attributable to (i) Luxi Mining's additional leasing of a building of Shandong Energy as staff dormitory in order to improve the office and accommodation conditions of its employees, which is expected to incur additional leasing expenses of approximately RMB6.0 million; and (ii) Luxi Mining's additional leasing of equipments such as monorail hoists, rubber-tired vehicles, and electric locomotives in order to strengthen the updating of its shaft transportation equipment and to enhance the efficiency of its mining recovery and

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tunneling operations, which will incur additional leasing expenses of approximately RMB11.0 million. The relevant arrangements will further improve the working and living environment of the employees and safeguard the safe and orderly conduct of production operations. In addition, it is expected that the relevant leasing service expenses will decrease in 2027, mainly due to the fact that the Wangtian Coal Industry, a subsidiary of Xibei Mining, will gradually transition to leasing equipments from Xibei Mining to meet its daily operational requirements upon the completion of the Transactions. With the completion of the Transactions, the equipment leasing of the Wangtian Coal Industry will be transferred to Xibei Mining and this transition is expected to be completed by the end of 2026. As a result, the expenses of Xibei Mining and its subsidiaries for leasing equipment from the Shandong Energy Members will decrease significantly in 2027.

(5) The Shandong Energy Members provide accommodation and meal operation services to the Group: (i) Shandong Energy Group International Hotel Management Co., Ltd. (山東能源集團國際酒店管理有限公司) provides accommodation and meal operation services to the Company; (ii) Shandong Yankuang Xinda Hotel Management Co., Ltd. (山東兗磯信達酒店管理有限公司) provides accommodation and meal operation services to Yankuang Energy (Ordos) Company Limited, Inner Mongolia Haosheng Coal Mining Co., Ltd., Inner Mongolia Mining (Group) Co., Ltd. and Shaanxi Future Energy Co., Ltd.; and (iii) Shandong Energy Group Development Service Group Co., Ltd. (山東能源集團發展服務集團有限公司) provides accommodation and meal operation services to Shandong Energy Group Luxi Mining Co., Ltd. and Yankuang Xinjiang Energy & Chemical Co., Ltd.. Our Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB42 million, RMB43 million, and RMB45 million, respectively for the three financial years ended on 31 December 2025, 2026 and 2027 for the accommodation and meal operation services.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing accommodation and meal operation services to the Group amounted to RMB15.87 million. It is expected that the relevant expenses will increase to RMB42.0 million for the year ending 31 December 2025, representing a year-on-year increase of approximately RMB26.0 million. The increase in expenses was mainly due to the following factors: (i) the subsidiaries of Luxi Mining planned to increase the procurement of accommodation and meal services from Shandong Energy Group Development Service Group Co., Ltd. in order to enhance the quality of accommodation and meal for its employees; (ii) the increase in demand for accommodation and meal services due to the increase in business volume and personnel of Shandong Menglu Mining Engineering Co., Ltd., and the addition of the southern wind shafts and the increase in accommodation and meal services of Tangkou Coal Industry, which, in aggregate, are expected to increase by approximately RMB20.0 million; (iii) Xinjiang Energy & Chemical No. 4 Open Pit Field in Wucaiwan Mining Area is expected to commence operation in 2025, which will bring additional demand for

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accommodation and meal services and is expected to increase expenses by approximately RMB5 million. With the increase in prices, the subsequent accommodation and meal operation services are expected to increase slightly, resulting in a continued slight increase in the projected amounts for 2026 and 2027.

(6) The Shandong Energy Members provide security services to the Group: Shandong Energy Group Security Services Co., Ltd. (山東能源集團安保服務有限公司) provides security services to the Group. The Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB240 million, RMB227 million and RMB234 million, respectively for security services in each of the three financial years ended 31 December 2025, 2026 and 2027.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing security services to the Group amounted to RMB153.27 million. It is expected that the relevant service expenses will increase to RMB240 million for the year ending 31 December 2025, representing a year-on-year increase of approximately RMB86.0 million. The increase in expenses was mainly due to the increase in the salary level of security personnel and prices of security materials, as well as the demand for on-site security services arising from the completion and commissioning of Wanfu Coal Mine and Wucaiwan Coal Mine and the construction of the olefin project of Rongxin Chemicals, and the related expenses are expected to increase by approximately RMB40 million. In addition, Rongxin Chemicals and Future Energy plan to build new fire stations and renovate fire-fighting facilities to further enhance their safety and security capabilities, which is expected to result in an increase in expenditure of approximately RMB39 million. The remaining portion of the increase in expenses is mainly reserved as a buffer arrangement to cater for possible additional security requirements or fluctuations in service costs in the future.

(7) Provision of informatisation and ERP systems and other technical services by Shandong Energy Members to the Group: (i) Shandong Energy Digital Technology Co., Ltd.(山東能源數位科技有限公司) provides ERP system services to the Group; (ii) Beidou Tiandi Co., Ltd. (北斗天地股份有限公司) provides information technology services to the Group; and (iii) Shandong Energy Group Co., Ltd. Jining Yankuang Branch provides television viewing services to the Company. The Company expects that the amount payable by the Group to Shandong Energy Members for such technology services in each of the three financial years ended 31 December 2025, 2026 and 2027, will be RMB432 million, RMB401 million, and RMB405 million, respectively.

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For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing informatisation and ERP systems and other technical services to the Group amounted to RMB184.39 million. It is expected that the relevant service expenses will increase to RMB432 million for the year ending 31 December 2025, representing a year-on-year increase of over RMB240 million. The increase in expenses was mainly driven by the following factors: (i) due to the expansion of boilers at the Group's Zhuanlongwan Coal Mine, it was difficult for the existing staff to meet the operational requirements of the additional systems, and operation and maintenance and technical service expenses were incurred in respect of the new circulating fluidized bed boilers and the ancillary systems; and as an intelligent demonstration mine and a coal mine that has achieved Grade 1 compliance with the work safety standardization management system, in order to further improve the standardization quality of underground operations and strengthen work safety management, additional expenses for technical services related to safety standardization are required. In addition, due to the need for production succession, the technical service expenses for drilling, geophysical prospecting, etc. generated from the exploration of new mining areas will also increase. The above items are expected to increase service expenses by approximately RMB80 million in aggregate. (ii) The Yingpanhao Coal Mine of the Company is expected to increase the expenses of drilling technical services in order to ensure the smooth implementation of the overlying rock isolation grouting project; meanwhile, in order to minimize the peak of water influx in the mining face, it will carry out geological remedial drilling services; and, in order to comply with the relevant requirements of the "Regulations on Water Control in Coal Mines", it will prepare a report on the evaluation of water control in the premining period, as well as procure the relevant technical services in relation to identifying the geological structure of the working face and the water-rich anomalous areas of the roof slab. The above items are expected to increase the technical service expenses by approximately RMB120 million in aggregate. (iii) In addition, as the pricing of the technology-related services provided by the Shandong Energy Members may be increased according to the market price, it is expected that the companies which have been continuously utilizing such technology services in previous years will therefore incur additional expenses for technology services in 2025, which is expected to increase by approximately RMB40 million.

(8) Provision of medical services to the Group by Shandong Energy Members: Shandong Yiyang Healthcare Group (山東順養健康集團) provides medical services to the Group. The Company expects that the amount payable by the Group to Shandong Energy Members for such medical services in each of the three financial years ended 31 December 2025, 2026 and 2027, will be RMB42 million, RMB41 million, and RMB41 million, respectively.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing medical service to the Group amounted to RMB39.45 million. It is expected that the relevant service

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expenses will rise to over RMB40 million for each of the years ending from 2025 to 2027 respectively, representing a year-on-year increase of approximately RMB0.5 million to RMB2 million. The slight increases are mainly due to the continued focus on employee health management by Luxi Mining and Future Energy where the Group belongs, which intend to further provide employees with opportunities for healthcare due to illness and improve service standards, adding physical examination items for employees and plan to procure more relevant healthcare services from the Shandong Energy Members. These arrangements will help enhance the well-being of employees and team cohesion, and are in line with the Group's overall direction of promoting high-quality human resources protection.

(9) Provision of logistics services by Shandong Energy Members to the Group: (i) Xinda Hotel of Shandong Energy Group Company Limited provides logistics services to Yankuang Energy (Ordos) Company Limited, Inner Mongolia Haosheng Coal Mining Co., Ltd., Inner Mongolia Mining (Group) Co., Ltd., and Shaanxi Future Energy Co., Ltd.; and (ii) Shandong Energy Group Development Service Group Co., Ltd. *(山東能源集團發展服務集團有限公司) provides logistics services to Shandong Energy Group Luxi Mining Co., Ltd. and Yankuang Xinjiang Energy & Chemical Co., Ltd.. The Company expects that the amount payable by the Group to Shandong Energy Members for such logistics services in each of the three financial years ended 31 December 2025, 2026 and 2027, will be RMB350 million, RMB340 million, and RMB350 million, respectively.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing logistics services to the Group amounted to RMB274.92 million. It is expected that the relevant service expenses will rise to approximately RMB350 million for each of the years ending from 2025 to 2027 respectively, representing a year-on-year increase of approximately RMB75 million. The increase in expenses is mainly due to the fact that the Shandong Energy Members undertaking the Group's logistics services have to cope with the natural increase in the remuneration level of service personnel and the continuous improvement in service guarantee standards, which in turn push up the overall service expenses. Meanwhile, as the Group expands the scope of application of Shandong Energy's "Yi Xing" system, more travel and outbound business will be centrally procured through the system, and the Shandong Energy Members will provide comprehensive logistic services, such as hotel bookings and transportation arrangements, which will result in an increase in the service fees from related parties despite the improvement in efficiency and price concessions. Taking into account the above factors, it is expected that the overall service expenses will increase.

(10) Provision of training services by Shandong Energy Members to the Group: (i) Shandong Coal Technician College(山東煤炭技師學院) provides training services to Shandong Energy Group Luxi Mining Co., Ltd; (ii) Linyi Mining Group Co., Ltd. Gucheng Coal Mine Safety Technology Training Center (古

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城煤礦安全技術培訓中心), Shandong Coal Technology College (山東煤炭技術學院), and Xinwen Mining Group Co., Ltd. Staff College (新汶礦業集團有限責任公司職工大學) provide logistics services and training services to Shandong Energy Group Luxi Mining Co., Ltd. and Yankuang Xinjiang Energy and Chemical Co., Ltd; and (iii) Shandong Yankuang Technician College* (山東兗礦技師學院) provides training services to Yankuang Energy Group Company Limited. The Company expects that the amount payable by the Group to Shandong Energy Members for such training services in each of the three financial years ended 31 December 2025, 2026 and 2027, will be RMB50 million, RMB59 million, and RMB60 million, respectively.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing training services to the Group amounted to RMB24.29 million. It is expected that the relevant service expenses will increase to RMB50 million in 2025, representing a year-on-year increase of approximately RMB26 million. It is mainly due to the fact that the olefin project of Rongxin Chemicals is expected to commence operation in 2026 and Xinjiang Energy & Chemical Open Pit Field in Wucaiwan Mining Area is expected to enter into the trial operation stage at the end of 2025, which requires the Group to provide business training to the relevant personnel in advance, and Wanfu Energy will enter into the joint trial operation stage in 2025, which will require more training of underground and surface production technicians. It is expected that the relevant service expenses for 2026 and 2027 will further increase slightly from that in 2025, mainly for possible urgent or temporary training needs in the future, so as to ensure that the training work will be carried out in a timely and orderly manner.

(11) The Shandong Energy Members provide mine rescue services to the Group: Shandong Energy Luxi Mining Co., Ltd. Emergency Management Branch(山能魯西礦業有限公司應急管理分公司) provides mine rescue services to Yankuang Xinjiang Energy & Chemical Co., Ltd. and Yanmei Heze Neng Hua Company Limited (兗煤菏澤能化有限公司). Our Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB49 million, RMB50 million, and RMB50 million respectively for the mine rescue services in each of the three financial years ended 31 December 2025, 2026 and 2027, respectively.

For the year ended 31 December 2024, the actual expenses incurred by the Shandong Energy Members for providing mine rescue service to the Group amounted to RMB14.11 million. It is expected that the relevant service expenses will increase to approximately RMB50 million from 2025 to 2027, representing a year-on-year increase of over RMB35 million. The increase in expenses is mainly due to the increasingly stringent government requirements on mine rescue capabilities and the high cost of Xinjiang Energy & Chemical and Yanmei Heze Neng Hua Company Limited to build their own mine rescue teams. In order to improve rescue efficiency and optimize costs, the Group plans to newly entrust the provision of mine

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rescue services by Luxi Emergency Management Branch of Luxi Mining, a subsidiary of the Company, from 2025 onwards, which will cover Xinjiang Energy & Chemical, Yanmei Heze Neng Hua Company Limited and so on, leading to a significant increase in the related service expenses.

(12) Shandong Energy Members provide labor services to our Group: (i) Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司), Shandong Energy Group Development and Services Group Co., Ltd. (山東能源集團發展服務集團有限公司) and Shandong Menglu Mining Engineering Co., Ltd. provide labor services to Yankuang Donghua Heavy Industry Company Limited (兗礦東華重工有限公司); (ii) Xinwen Mining Group Co., Ltd. (新汶礦業集團有限責任公司) provides labor services to Shandong Energy Group Luxi Mining Co., Ltd. (山東能源集團魯西礦業有限公司); and (iii) Shandong Energy Group Development and Services Group Co., Ltd. (山東能源集團發展服務集團有限公司) and Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) provide labor services to Yankuang Xinjiang Energy & Chemical Co., Ltd.. Our Company expects that the amount payable by the Group to the Shandong Energy Members will be RMB287 million, RMB263 million, and RMB266 million respectively for the labor services in each of the three financial years ended 31 December 2025, 2026 and 2027, respectively.

For the year ended 31 December 2024, the Group paid RMB191.42 million for the provision of labor export services by the Shandong Energy Members. It is expected that the relevant fee will increase by approximately RMB95 million in 2025, mainly due to the following reasons: (i) as Menglu Company, a subsidiary of Luxi Mining, a connected subsidiary of the Company, has increased the cultivation of senior skilled workers and enhanced the quality of its labor services, units such as Yankuang Donghua Heavy Industry Company Limited and the equipment management centre are expected to increase the procurement of labor services from Menglu Company; (ii) as the Company's coal mines such as Xinjulong Coal Mine and Juye Coal Processing expand their coal washing capacity, the demand for on-site labor such as position operators and equipment maintenance personnel will further increase, and it is expected that the scale of the relevant labor procurement will be expanded accordingly; (iii) the Company's Tianchi Coal Mine is a high-gas mine, which requires the opening of a grinding hole for exploration of unmined areas, and it is expected that it will purchase drilling labor services from Shandong Zhongxing Construction & Installation Engineering Co., Ltd. (山東中興建安建工有限公司) and geological mining construction branch of Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司). In view of the above factors, it is expected that the expenses paid by the Group for the provision of labor export services by the Shandong Energy Members will decrease in 2026 and 2027, which is mainly due to the fact that with some employees working in coal mine gradually taking up their positions after training, the workforce will progressively achieve self-sufficiency, thereby

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reducing reliance on labor services provided by connected parties. It is expected that arrangements for procuring labor services from external parties will be reduced as and when appropriate.

(13) Shandong Energy Members provide transportation services to our Group: (i) The Railway Transportation Department of Zaozhuang Mining (Group) Co., Ltd. (棗莊礦業(集團)有限責任公司) provides transportation services to Yankuang Lunan Chemicals Co., Ltd. (兗礦魯南化工有限公司); and (ii) Shandong Yingmao Logistics (Ningbo) Co., Ltd. (山東營貿物流(寧波)有限公司) provides transportation services to Coal Transportation and Sales Branch of Shandong Energy Group Luxi Mining Co., Ltd.. Our company expects that the amount payable by the Group to the Shandong Energy Members RMB66 million, RMB71 million, and RMB74 million for transportation services in each of the three financial years ended 31 December 2025, 2026 and 2027, respectively.

For the year ended 31 December 2024, the Group paid RMB145.21 million for the provision of transportation services to the Group by the Shandong Energy Members. It is expected that the fees payable by the Group to the Shandong Energy Members for transportation services will decrease significantly from 2025 to 2027, mainly due to the fact that Lunan Chemicals, a subsidiary of the Company, has increased the procurement of coal from the Shaanxi and Mongolia region and shifted to use trains for the transportation of boiler coal and gasification coal in 2025, which has significantly reduced the demand for motor transportation services provided by the Shandong Energy Members.

Basis of the proposed caps for labour and services provided by the Group to the Shandong Energy Members

(1) Provision of training services by the Group to Shandong Energy Members: the Company's employee education and training center offers training services to Shandong Energy Members. The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amount receivable by the Group for providing such training services from Shandong Energy Members will be RMB17 million annually. For the year ended 31 December 2024, Shandong Energy paid the Group a training service fee of RMB14.9 million. It is expected that from 2025 to 2027, the relevant fees will remain basically the same as the actual amount incurred in 2024.

(2) Provision of transportation services by the Group to Shandong Energy Members: (i) Yankuang Logistics Technology Co., Ltd. provides transportation services to Shandong Luxi Power Generation Company Limited (山東魯西發電有限公司), Shandong Yankuang International Coking Co., Ltd. and Yankuang Guohong Chemical Co., Ltd. (兗礦國宏化工有限責任公司); (ii) Shandong Duanxin Supply Chain Management Co., Ltd. provides transportation services to Shandong Yankuang International Coking Co., Ltd. and Shandong Energy Group Coal Reserve Co., Ltd.* (山東能源集團煤炭儲備

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有限公司); (iii) Wubo Technology Co., Ltd. provides transportation services to Yankuang Xinjiang Energy & Chemical Co., Ltd.. The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such transportation services from Shandong Energy Members will be RMB510 million, RMB610 million and RMB650 million, respectively.

For the year ended 31 December 2024, the actual amount incurred by the Group for the provision of transportation services to the Shandong Energy Members was RMB232.26 million. It is expected that the amount of the relevant transactions will increase significantly from 2025 to 2027, which is mainly due to the following reasons:

Integration of Logistics Platform and Expansion in Xinjiang Region: Since the merger of Wubo Technology Co., Ltd (物治科技有限公司) ("Wubo Technology") into the Company in November 2024, the platform of Wubo Technology has been established as the Group's professional logistics and freight forwarding platform, through which all highway and waterway transportation businesses will be unified for release and settlement. Wubo Technology is proactively expanding its business in the Xinjiang region and is working in synergy with Xinjiang Energy, a connected subsidiary of the Company, to compress the intermediate circulation links and realize "direct purchase to vehicle", which effectively reduces the logistics cost and enhances the efficiency. In 2025, Xinjiang Energy is expected to have a total self-owned transportation business of approximately RMB166 million, of which it is expected that 60% will be undertaken by Wubo Technology, involving freight charges of approximately RMB104 million.
In 2025, the Company's logistics subsidiary will deepen its collaboration with China Railway Jinan Bureau Group Co., Ltd. (中國鐵路濟南局集團有限公司) and China Railway Xi'an Bureau Group Co., Ltd. (中國鐵路西安局集團有限公司) to fully promote the "integrated logistics package" service, further assisting customers in reducing transportation costs. This is expected to drive a continued increase in the volume of transport services procured by Shandong Energy Members from the Group. The projected transport service fees are anticipated to rise by more than RMB58 million year-on-year. In addition, the logistics package services provided by the Company's subsidiary, Inner Mongolia Mengda Railway Co., Ltd. (內蒙古蒙達鐵路有限公司), to Shandong Luxi Railway Logistics Co., Ltd. (山東魯西鐵路物流有限公司), a subsidiary of Shandong Energy, will continue to expand. The projected shipment volume is expected to increase from 116,600 tonnes in 2024 to 300,000 tonnes, generating transportation service revenue of RMB82 million, representing an increase of RMB49.55 million compared to the previous year. Yankuang Logistics Technology Co., Ltd. Railway Branch (兗礦物流科技有限公司鐵路分公司),
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a subsidiary of the Company, will fully leverage the resource advantages of the industrial park to undertake additional transportation services for Yankuang Guohong Chemical Co., Ltd. (兗磺國宏化工有限責任公司) and Shandong Luxi Power Generation Company Limited (山東魯西發電有限公司) (both are subsidiaries of Shandong Energy). The expected increase in transport volume is 80,000 tonnes and 40,000 tonnes, respectively, leading to a corresponding rise in transportation service revenue of approximately RMB4.08 million. Meanwhile, the Company's subsidiary, Shandong Luxi Railway Logistics Co., Ltd. (山東魯西鐵路物流有限公司), will also generate transportation service revenue of RMB3.6 million and RMB1.2 million, respectively, by expanding freight volume from the operations in Tangkou region of the Shandong Energy Members and providing railway operation agency services.

Continued Growth in Transportation Demand: Wubo Technology, the Company's subsidiary, was recently consolidated into the Company. Shandong Energy Group Luxi Mining Co., Ltd. has gradually increased its procurement of Wubo Technology's transportation services. It is expected that the demand for transportation services and related costs will continue to rise in 2026 and 2027.

(3) Provision of maintenance services by the Group to Shandong Energy Members: (i) Shandong Coal Science and Technology Research Institute Branch (山東煤炭科技研究院分公司) of the Company provides maintenance services to certain units of Shandong Energy; (ii) Shandong Huaju Energy Co., Ltd. provides maintenance services to Yankuang Electricity Sales Co., Ltd.; (iii) Yankuang Coal Chemical Engineering Company Limited provides maintenance services to Yankuang Xinjiang Energy & Chemical Co., Ltd.; (iv) coal machinery branch of Yankuang Donghua Heavy Industry Company Limited provides maintenance services to several companies including Inner Mongolia Huangtaolegai Coal Co., Ltd., the northwest branch of Shandong Energy Group Materials Co., Ltd. * (山東能源集團物資有限公司), Shandong Energy Equipment Group High-End Support Manufacturing Co., Ltd.* (山東能源裝備集團高端支架製造有限公司). The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such maintenance services from Shandong Energy Members will be RMB234 million, RMB240 million and RMB240 million, respectively.

For the year ended 31 December 2024, the actual transaction amount for maintenance services provided by the Group to Shandong Energy Members amounted to RMB195.58 million. It is expected that such transaction amounts will increase from 2025 to 2027, primarily due to the following reasons: (i) to meet business development needs, Menglu Company (盟魯公司) under Luxi Mining, a subsidiary of the Company, continues to expand its maintenance service coverage to enhance market competitiveness and operational efficiency. It plans to include equipment such as hydraulic supports and belt conveyors from mines owned by Shandong Energy,

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including Xinyi Mine, Liyan Mine, Luxi Mine, Guotun Mine, and Pengzhuang Mine, into its maintenance service scope. This expansion is expected to drive a year-on-year increase in related revenue; and (ii) to broaden market reach and strengthen competitiveness, Yankuang Coal Chemical Engineering Company Limited, a subsidiary of the Company, is actively expanding its operations in the Xinjiang region. It is expected to provide maintenance services to entities such as Xinjiang Energy, further boosting maintenance-related revenue.

(4) Provision of information technology and technical services by the Group to Shandong Energy Members: (i) Shandong Coal Science and Technology Research Institute Branch（山東煤炭科技研究院分公司）of the Company provides information and technical services to certain units of Shandong Energy; (ii) Yankuang Coal Chemical Engineering Company Limited and Shandong Yankuang Design & Consulting Co., Ltd.（山東兗礦設計諮詢有限公司）provide information and technical services to Yankuang Xinjiang Energy & Chemical Co., Ltd.; (iii) Shandong Yankuang Guotuo Technology Engineering Co., Ltd. provides information and technical services to Shandong Luxi Power Generation Company Limited（山東魯西發電有限公司）. The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such services from Shandong Energy Members will be RMB209 million, RMB170 million, and RMB180 million, respectively. The change in the amount was insignificant compared to the actual amount of RMB210 million incurred in 2024.

(5) Provision of mine rescue services by the Group to Shandong Energy Members: Shanneng Luxi Mining Co., Ltd. * (山能魯西礦業有限公司) provides mine rescue services to certain units of Shandong Energy Group Company Limited* (山東能源集團有限公司). The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such mine rescue services from Shandong Energy Members will be RMB105 million, RMB87 million, and RMB90 million, respectively.

For the year ended 31 December 2024, the Group provided mine rescue services to Shandong Energy Members with actual transaction amounts amounted to approximately RMB69.38 million. It is expected that such transaction amounts will increase in 2025, primarily due to the following reasons: (i) the Luxi Emergency Management Branch (魯西應急管理分公司) under the Company plans to further expand its mine rescue services business. It is expected that in 2025, new mine rescue service agreements will be signed with five entities within the Shandong Energy Members, which are anticipated to generate additional mine rescue service-related revenue for the Group; and (ii) the rescue service fees per tonne of coal at certain mines will be raised, which is expected to drive an increase in contractual fee revenue. Taking these factors into account, the mine rescue service revenue for 2025 is projected to grow by approximately RMB30

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million year-on-year. As Xin Shanghai No.1 Coal Mine (新上海一號煤礦) and Yushujing Coal Mine (榆樹井煤礦) of Inner Mongolia Shanghai Chaomiao Mining Co., Ltd. (內蒙古上海廟礦業有限責任公司), a subsidiary of Shandong Energy, have no plan to renew the Mine Rescue Service Agreement, the transaction volume of mine rescue services provided by the Group to Shandong Energy Members is expected to decline in 2026 and 2027.

(6) Provision of engineering construction services by the Group to Shandong Energy Members: (i) Shandong Coal Science and Technology Research Institute Branch (山東煤炭科技研究院分公司) of the Company provides engineering construction services to Shandong Taishan Resource Exploration Company Limited; (ii) Shandong Menglu Mining Engineering Co., Ltd. provides engineering construction services to Linyi Mining Group Co., Ltd., Longkou Mining Group Co., Ltd. and Feicheng Feikuang Coal Industry Co., Ltd.. The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such engineering construction services from Shandong Energy Members will be RMB85 million, RMB88 million, and RMB87 million, respectively. For the year ended 31 December 2024, the actual transaction amount for the provision of engineering construction services by the Group to the Shandong Energy Members was approximately RMB80.27 million, which is expected to remain basically at the same level for the three financial years ended 31 December 2025, 2026 and 2027.

(7) Provision of labor dispatching services by the Group to Shandong Energy Members: (i) Shandong Menglu Mining Engineering Co., Ltd. provides labor dispatching services to Linyi Mining Group Co., Ltd.; (ii) Pengzhuang Coal Mine of Linyi Mining Group Heze Coal Electricity Co., Ltd. provides labor dispatching services to Inner Mongolia Shanghai Chaomiao Mining Co., Ltd. (內蒙古上海廟礦業有限責任公司), Feicheng Feikuang Coal Industry Co., Ltd. (as consolidated); (iii) Yankuang Coal Chemical Engineering Company Limited provides labor dispatching services to Yankuang Xinjiang Coal and Chemical Co., Ltd. (兗礦新疆煤化工有限公司). The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such labor dispatching services from Shandong Energy Members will be RMB230 million, RMB165 million, and RMB165 million, respectively.

For the year ended 31 December 2024, the actual transaction amount for labour services provided by the Group to Shandong Energy Members amounted to approximately RMB186.20 million. It is expected that such transaction amounts will increase in 2025, primarily due to the following reasons: Shandong Menglu Mining Engineering Co., Ltd. will provide labor services to Linyi Mining Group Co., Ltd. In line with the Company's development trends and future plans, it is expected that efforts will be focused on advancing a series of major projects in 2025, including tunneling engineering, installation and dismantling engineering and drilling engineering. These projects will involve extensive manual operations and

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specialized labor services, resulting in a significant increase in labor costs. The labor fees collected are expected to rise by approximately RMB45.00 million year-on-year. Moving forward into 2026 and 2027, with the implementation of national workplace safety policies and the enhancement of production safety standards, the demand for labor is projected to gradually decrease, leading to a corresponding decline in labor costs. As such, the transaction value of labor services provided by the Group to Shandong Energy Members is expected to decrease in 2026 and 2027.

(8) Provision of port services by the Group to Shandong Energy Members: Wubo Technology Co., Ltd. provides port services to Shandong Energy Group Ronghui International Trading Company Limited* (山東能源集團榮暉國際貿易有限公司). The Company estimates that for the three financial years ended 31 December 2025, 2026 and 2027, the amounts receivable by the Group for providing such port services from Shandong Energy Members will be RMB420 million, RMB488 million, and RMB561 million, respectively.

For the year ended 31 December 2024, the Group did not provide port services to Shandong Energy Members. Since 2025, Wubo Technology, a subsidiary of the Company, is expected to begin providing port agency services to Shandong Energy Group Ronghui International Trading Company Limited (山東能源集團榮暉國際貿易有限公司) and other Shandong Energy Members. Such services will include signing port agreements on behalf of Shandong Energy Members, customs clearance, and cargo management. Wubo Technology has entered into volume-price guarantee agreements with several major ports, entitling it to preferential port charges. Upon negotiation, Wubo Technology will provide the aforementioned port services to the relevant Shandong Energy Members at market price, with an average charge of RMB20 per tonne. The estimated service volume is approximately 20.00 million tonnes, corresponding to port service revenue of approximately RMB400 million. Furthermore, in 2026 and 2027, as the import and export business of Shandong Energy Members continues to expand and the cooperative relationship between the two parties further deepens, the scale of port services provided by Wubo Technology is expected to remain stable with growth. The total transaction value is projected to maintain a steady upward trend.

Reasons for and benefits of entering into the Proposed Mutual Provision of Labour and Services Agreement

Taking into account the continuous provision of certain services, including construction services, asset leasing, maintenance services, information and ERP system services, by the Shandong Energy Members to the Target Company (which will become a subsidiary of the Company upon completion of the Transactions) and their subsidiaries and the continuous provision of maintenance services, by the Target Company to the Shandong Energy Members after the completion of the Transactions, the Board proposed to enter into the Proposed Mutual Provision of Labour and Services Agreement to renew and supersede the Existing Mutual

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Provision of Labour and Services Agreement. The Proposed Mutual Provision of Labour and Services Agreement expands the scope of transactions, effectively covering the continuous transactions between the Shandong Energy Members and the Target Group after the completion of the Transactions, which is conducive to ensuring the stability of the Target Company's operations, and is in line with the Company's production and operation and further business integration needs.

As regards the provision of labour and services by the Shandong Energy Members to the Company, relying on its huge asset volume and internal demand, the Shandong Energy Members has established a strong capacity in providing services such as repair and maintenance services, construction engineering and management services, canteen operations services and security services in Shandong Province, Shaanxi Province and Inner Mongolia Autonomous Region and is an important service provider in the relevant regional market. The Group can obtain timely and stable supply from the Shandong Energy Members, thereby reducing the operating risks, which is favourable to the normal production and operation of the Group. The qualifications and quality of labour and services provided by the Shandong Energy Members have been approved and certified by governmental departments or industries, which can ensure that reliable and quality-assured labour and services are available to the Group.

As regards the provision of labour and services by the Group to the Shandong Energy Members, leveraging on the Group's advantage of centralised and bulk purchasing, the Group is able to purchase labour and services at lower prices and sell them to the Shandong Energy Members at prices no less favourable than the Market Price, which will enhance the operating income of the Group. Since the Group has professional qualification of and management experience in providing services such as training services, transportation services, repair and maintenance services and informationization and telecommunication services, the Group can enjoy operating profits by providing such services to the Shandong Energy Members at a fair price. Leveraging on its experience and advantageous technologies, the provision of professional services to the Shandong Energy Members will enable the Group to gain access to a stable sales market and generate revenue.

The Directors (including the independent non-executive Directors) consider that the Proposed Mutual Provision of Labour and Services Agreement, the transactions contemplated thereunder and the proposed annual caps are: (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

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Implications under the Listing Rules

As stated above, Shandong Energy is a controlling Shareholder, and thus constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Mutual Provision of Labour and Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios for the provision of labour and services by the Group to the Shandong Energy Members under the Proposed Mutual Provision of Labour and Services Agreement exceeds 0.1% but is less than 5% on an annual basis, the transactions contemplated under the Proposed Mutual Provision of Labour and Services Agreement are subject to reporting, announcement and annual review requirements but are exempt from Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios for the provision of labour and services by the Shandong Energy Members to the Group under the Proposed Mutual Provision of Labour and Services Agreement exceeds 5% on an annual basis, the Proposed Mutual Provision of Labour and Services Agreement, the transactions contemplated thereunder and the proposed annual caps are subject to reporting, announcement and Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

3. Proposed Provision of Insurance Fund Administrative Services Agreement

On 30 August 2024, the Company entered into the Existing Provision of Insurance Fund Administrative Services Agreement with Shandong Energy for a term of two years commencing from 1 January 2024 and expiring on 31 December 2025. For details of the Existing Provision of Insurance Fund Administrative Services Agreement, please refer to the announcement of the Company dated 30 August 2024 and the circular of the Company dated 30 September 2024.

Proposed Provision of Insurance Fund Administrative Services Agreement

Considering that the Company intends to align the expiry date of all continuing connected transactions to end on 31 December 2027 to facilitate the unified management of continuing connected transactions between the Company and its connected persons, on 8 April 2025, the Company entered into the Proposed Provision of Insurance Fund Administrative Services Agreement with Shandong Energy to renew and supersede the Existing Provision of Insurance Fund Administrative Services Agreement on substantially the same terms.

Unless otherwise agreed by the parties in writing, the Proposed Provision of Insurance Fund Administrative Services Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company

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are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2025. When the Proposed Provision of Insurance Fund Administrative Services Agreement becomes effective, (i) the Existing Provision of Insurance Fund Administrative Services Agreement would be superseded with effect from 1 January 2025, and (ii) all transactions performed under the Existing Provision of Insurance Fund Administrative Services Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Provision of Insurance Fund Administrative Services Agreement.

Set out below are the major terms of the Proposed Provision of Insurance Fund Administrative Services Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

The Group and the Shandong Energy Members will, in accordance with the provisions of the relevant laws, rules, regulations and other regulatory documents as well as the requirements of the governmental social insurance administration, handle the administration and transfer of insurance fund for each other. In respect of such administration and transfer of insurance fund services, both parties agreed not to charge each other any service fee or advance any funds.

The Group and the Shandong Energy Members shall calculate the insurance fund payable based on the remuneration level of the relevant employees on a monthly basis in accordance with the relevant national laws and regulations and the relevant internal systems, and remit the full amount of such fund to the respective special account for such fund established up by one party for the other (the "Special Account for Insurance Fund") by the end of the month. The Group and the Shandong Energy Members shall transfer the insurance fund for the employees of the other party in accordance with the relevant laws and regulations.

The Group and the Shandong Energy Members shall provide the other party with an annual explanation of the use of the funds in the Special Account for Insurance Fund, and one party shall have the right to supervise and inspect the use of the Special Account for Insurance Fund by the other party.

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Pricing

The provision of insurance fund administrative services under the Proposed Provision of Insurance Fund Administrative Services Agreement is on a free-of-charge basis.

The historical amount, proposed annual caps and reasons

The historical amounts in respect of the insurance fund transferred under the free transfer services provided by Shandong Energy to the Group for the financial year ended 31 December 2024 were approximately RMB454,790,000. The historical amounts in respect of the insurance fund transferred under the free transfer services provided by the Group to the Shandong Energy Members for the financial year ended 31 December 2024 were approximately RMB261,840,000. As the insurance fund administrative services provided/received under the Existing Provision of Insurance Fund Administrative Services Agreement is on a free-of-charge basis, no annual cap was required to be set for the provision of such services.

Prior to the completion of the Transactions, to safeguard the interests of employees, social insurance, housing provident fund, and other contributions for certain employees of Xibei Mining and the Company's connected subsidiaries, Shandong Energy Group Luxi Mining Co., Ltd. and Yankuang Xinjiang Energy & Chemical Co., Ltd., were paid on their behalf by subsidiaries of Shandong Energy. These contributions were initially advanced and transferred by the designated entities, with no fees charged for such services. In 2024, Shandong Energy provided fund transfer services to Xibei Mining free of charge, through which insurance premiums totaling RMB360.28 million were transferred. Taking into account historical data and projected increases in the average social wage, the amounts for 2025 to 2027 are forecasted to be RMB389.55 million, RMB393.98 million and RMB403.29 million respectively, reflecting a moderate upward trend. In 2024, the insurance premiums paid by Shandong Energy on behalf of Xinjiang Energy and Luxi Mining under the free transfer service amounted to RMB454.79 million. The amounts for 2025 to 2027 are forecasted to be RMB647.98 million, RMB623.00 million and RMB666.00 million respectively. The primary reasons for the increase include: (i) an anticipated year-on-year rise of approximately 8% in employee salaries at Luxi Mining and Xinjiang Energy, driving corresponding increases in social insurance and housing provident fund contributions, with the transfer amount in 2025 projected to grow by approximately 8% (or approximately RMB36.00 million) compared to 2024; and (ii) the Wucaiwan Coal Mine, owned by Xinjiang Energy, is expected to commence production in 2025. To meet daily operational needs, reference was made to the Zhuanglongwan Coal Mine project, which also has an annual output of over 10 million tonnes. It is estimated that approximately 1,000 additional employees will be recruited. The social insurance and housing provident fund contributions for these new employees will also be handled by a subsidiary of Shandong Energy, with an estimated additional transfer amount of approximately RMB160.00 million. The insurance fund transfer amount corresponding to newly added employees during

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the period from 2026 to 2027 is expected to remain largely consistent with the 2025. Accordingly, under the Proposed Provision of Insurance Fund Administrative Services Agreement, the amounts of insurance fund to be transferred by Shandong Energy to our Group free of charge for the three financial years ending 31 December 2025, 2026 and 2027 will be RMB1,059.00 million, RMB1,044.00 million and RMB1,100.00 million respectively.

In addition, based on the total salaries of the relevant personnel involved in the social insurance contributions and the applicable contribution rates for previous year, the Company estimates that, under the Proposed Provision of Insurance Fund Administrative Services Agreement, the amounts of insurance fund to be transferred by Shandong Energy Group Luxi Mining Co., Ltd. to Shandong Energy Members free of charge for the three financial years ending 31 December 2025, 2026 and 2027 will be RMB315.00 million, RMB400.00 million and RMB438.00 million respectively. In 2024, Shandong Energy Group Luxi Mining Co., Ltd. provided approximately RMB261.84 million in insurance fund transfers free of charge to Shandong Energy Members. It is projected that this amount will continue to rise from 2025 to 2027, primarily due to the annual increase in the average social wage (for instance, the average social wage of Shandong Province grew by 6.6% between 2022 and 2023). The Company anticipates that relevant employee wages will increase by approximately 8% annually, with corresponding rises in social insurance and housing provident fund contributions at a similar rate. As a result, the transfer amount is expected to grow steadily from 2025 to 2027.

Reasons for and benefits of entering into the Proposed Provision of Insurance Fund Administrative Services Agreement

Having considered the continuous provision of insurance fund administrative services on a free-of-charge basis by Shandong Energy to the Target Company (which will become a subsidiary of the Company upon completion of the Transactions) after completion of the Transactions, the Board considers that it is necessary to enter into the Proposed Provision of Insurance Fund Administrative Services Agreement to renew and supersede the Existing Provision of Insurance Fund Administrative Services Agreement.

Before the closing of the Transactions, insurance payments such as social insurance, housing provident fund of some employees of the Target Company were transferred by Shandong Energy to the relevant authorities. After the closing of the Transactions, according to the relevant requirements of social insurance management, the aforesaid insurance premiums of the Target Company will still be transferred from Shandong Energy to the relevant authorities, and in order to protect the interests of the employees, it would be the most efficient if Shandong Energy provides free transfer services of insurance payments to the Company.

LETTER FROM THE BOARD

The Directors (including the independent non-executive Directors) consider that the Proposed Provision of Insurance Fund Administrative Services Agreement and the transactions contemplated thereunder are: (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

Implications under the Listing Rules

As the insurance fund administrative services are provided by Shandong Energy on a free-of-charge basis, the Proposed Provision of Insurance Fund Administrative Services Agreement and the transactions contemplated thereunder are exempt from all reporting, announcement and Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules, and no annual cap is required to be set for the provision of such services. In accordance with the relevant provisions of the applicable listing rules of the Shanghai Stock Exchange and the Articles of Association, the Proposed Provision of Insurance Fund Administrative Services Agreement and the transactions contemplated thereunder are subject to Independent Shareholders’ approval, and Shandong Energy is required to abstain from voting.

4. Proposed Provision of Products, Materials and Asset Leasing Agreement

On 28 April 2023, the Company entered into the Existing Provision of Products, Materials and Asset Leasing Agreement with Shandong Energy for a term of three years commencing from 1 January 2023 and expiring on 31 December 2025. Please refer to the announcement of the Company dated 28 April 2023, and the circular of the Company dated 9 June 2023 for the details of the Existing Provision of Products, Materials and Asset Leasing Agreement.

The Proposed Provision of Products, Materials and Asset Leasing Agreement

On 8 April 2025, the Company entered into the Proposed Provision of Products, Materials and Asset Leasing Agreement with Shandong Energy to renew and supersede the Existing Provision of Products, Materials and Asset Leasing Agreement on substantially the same terms.

Unless otherwise agreed by the parties in writing, the Proposed Provision of Products, Materials and Asset Leasing Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Provision of Products, Materials and Asset Leasing Agreement becomes effective, (i) the Existing Provision of Products, Materials and Asset Leasing Agreement would be superseded with effect from 1 January 2025; and (ii) all transactions performed under the Existing

LETTER FROM THE BOARD

Provision of Products, Materials and Asset Leasing Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Provision of Products, Materials and Asset Leasing Agreement.

Set out below are the major terms of the Proposed Provision of Products, Materials and Asset Leasing Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major Terms

Pursuant to the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Group would provide the followings to the Shandong Energy Members: coal products, electricity, chemical products (methanol, glycol, acetic acid, ammonia, ammonium sulfate and other chemical products), materials (including but not limited to steel, non-ferrous metal, timber, grease and oil products, axles, mining equipment and machineries such as hydraulic support and rubber conveyors, and other similar materials) and asset leasing (equipment, property leasing).

On or before 30 November each year, the requesting party may provide to the supplying party an annual assessment of the supplies or services that it requires from the other in the coming year and the parties shall agree on the annual plan for the coming year before 31 December each year. The parties may enter into specific contracts in accordance with the terms of the Proposed Provision of Products, Materials and Asset Leasing Agreement.

Payment

(1) The payment of consideration of the Proposed Provision of Products, Materials and Asset Leasing Agreement can be settled on a one-off basis or by instalment in accordance with paragraph (2) below.

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(2) Each party shall record all items payable to or from the other party in a calendar month in relation to the transactions under the Proposed Provision of Products, Materials and Asset Leasing Agreement in its accounts on or before the last Working Day of that calendar month. Save for the payments made for non-completed transactions or disputed payments, all payments incurred in a calendar month shall be settled in full by the responsible party within the next calendar month.

Pricing

The price of coal products, chemical products, materials and asset leasing shall be determined according to the Market Price. The market price shall be determined according to normal commercial terms based on the following:

(1) the price offered by Independent Third Parties for provision of the same or similar type of products or services in the same or similar area or in the vicinity under normal commercial terms in the ordinary course of business of such Independent Third Parties; or

(2) if the foregoing (1) is not applicable, the price offered by Independent Third Parties in the PRC for provision of the same or similar type of products or services under normal commercial terms in the ordinary course of business of such Independent Third Parties.

To determine the Market Price, the sales department of the Company and its designated personnel are mainly responsible for checking the prices offered by other independent third parties generally through obtaining quotations from at least two independent third parties via emails, fax or phone or tenders by publishing tender notice through various media resources, such as local newspapers. The sales department of the Company will update the relevant information from time to time based on the procurement demand and continue to monitor the Market Price to ensure that each transaction is conducted in accordance with the pricing policy set out above.

If at any time the nationwide pricing is in force and applicable to the products and services under the Proposed Provision of Products, Materials and Asset Leasing Agreement, the price of such products and services shall be determined in accordance with the nationwide pricing. Such nationwide pricing means the price stipulated for such agreed provision in accordance with the laws, regulations, decisions, orders or pricing policies formulated by the relevant governmental authorities in the PRC (as the case may be).

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Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the Proposed Provision of Products, Materials and Asset Leasing Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and Shareholders as a whole.

The historical amount, proposed annual caps and reasons

Set out below are the annual caps and the historical transaction amounts for the two financial years ended 31 December 2023 and 2024 as well as the existing annual cap for the year ending 31 December 2025 in respect of the transactions under the Existing Provision of Products, Materials and Asset Leasing Agreement:

| For the year ended
31 December 2023 | | For the year ended
31 December 2024 | | For the year
ending
31 December
2025 |
| --- | --- | --- | --- | --- |
| Annual cap
(RMB'000) | Actual
amount
(RMB'000) | Annual cap
(RMB'000) | Actual
amount
(RMB'000) | Existing
annual cap
(RMB'000) |
| 14,196,000 | 9,086,890 | 14,532,000 | 8,696,270 | 14,638,000 |

As of the Latest Practicable Date, the transaction amounts of the continuing connected transactions under the Existing Provision of Products, Materials and Asset Leasing Agreement did not exceed the existing annual cap for the financial year ending 31 December 2025.

Having considered the reasons set out below, the Board proposed that the annual amount payable by the Shandong Energy Members to the Company under the Proposed Provision of Products, Materials and Asset Leasing Agreement shall not exceed RMB15,261,000,000, RMB16,872,000,000 and RMB17,340,000,000 for the three financial years ending 31 December 2025, 2026 and 2027, respectively.

(1) Sales of coal by the Group to Shandong Energy Members: (i) the Company sells coal to Shandong Yankuang International Coking Co., Ltd., Yankuang Guohong Chemical Co., Ltd. (兖磺國宏化工有限責任公司), Henan Xintai Energy Co., Ltd. (河南鑫泰能源有限公司), Shandong Luxi Power Generation Company Limited (山東魯西發電有限公司) and Shandong Energy (Hainan) Intelligent International Technology Co., Ltd.; (ii) Yankuang Energy (Ordos) Company Limited sells coal to Shandong Energy Group Coal Marketing Co., Ltd. (山東能源集團煤炭營銷有限公司、Shandong Yankuang International Coking Co., Ltd., Yankuang Guohong Chemical Co., Ltd. (兖磺國宏化工有限責任公司), Shandong Energy Group Coal Reserve Co., Ltd.* (山東能源集團煤炭儲備有限公司), Shandong Energy (Hainan) Intelligent International

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Technology Co., Ltd and Shandong Energy Luxi Coal Reserve and Distribution Co., Ltd.(山東能源魯西儲配煤有限公司；(iii) Shaanxi Future Energy Co. Ltd. sells coal to Shandong Luxi Power Generation Company Limited(山東魯西發電有限公司)，Shandong Energy Group Coal Reserve Co., Ltd.(山東能源集團煤炭儲備有限公司)，Shandong Yankuang International Coking Co., Ltd., Shandong Lubei Energy Storage Technology Co., Ltd. (山東魯北儲能科技股份有限公司) and Shandong Energy Luxi Coal Reserve and Distribution Co., Ltd.(山東能源魯西儲配煤有限公司); and (iv) a coal transportation and marketing subsidiary of Shandong Energy Group Luxi Mining Co., Ltd. sells coal to Shandong Energy International Logistics Co., Ltd.(山東能源國際物流有限公司). The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts receivable from Shandong Energy Members by the Group in respect of coal sales to Shandong Energy Members will be RMB11,910 million, RMB11,984 million and RMB12,378 million respectively.

For the year ended 31 December 2024, the actual transaction amount of coal sales by the Group to Shandong Energy Members amounted to approximately RMB6,282.98 million. It is anticipated that the transaction amount will increase significantly in 2025, 2026 and 2027, primarily due to the continuous expansion of coal production capacity by the Company and its subsidiaries, despite the overall weak demand in the domestic coal market in 2025. To ensure the full utilisation of production capacity and enhance coal sales efficiency, the Group will intensify sales efforts to internal customers, including Shandong Energy Members, and actively expand internal sales channels. Currently, the Group has planned to conduct sales to Shandong Energy Members with actual coal procurement needs. Preliminary consensus has been reached for certain collaborations, including but not limited to customers such as Shandong Yankuang International Coking Co., Ltd., Yankuang Guohong Chemical Co., Ltd. (兗礦國宏化工有限責任公司), and Shandong Energy Group Coal Reserve Co., Ltd. (山東能源集團煤炭儲備有限公司). These collaborations are expected to positively contribute to the Group's coal sales revenue over the next three financial years.

(2) Provision of materials supply by the Group to Shandong Energy Members: (i) materials supply centre of the Company provides materials supply to Beidou Tiandi Co., Ltd. (北斗天地股份有限公司), Shandong Energy Group Security Services Co., Ltd. (山東能源集團安保服務有限公司), Shandong Energy Equipment Group Benniu Remanufacturing Co., Ltd. (山東能源裝備集團奔牛再製造有限公司), Yankuang Electricity Sales Co., Ltd. and Jining Fuxing Machinery Manufacturing Co., Ltd. (濟寧福興機械製造有限責任公司); (ii) Shandong Coal Science and Technology Research Institute Branch (山東煤炭科技研究院分公司) of the Company provides materials supply to materials supply centre of Shandong Energy Group Company Limited; (iii) Yankuang Donghua Heavy Industry Company Limited provides

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materials supply to Shandong Energy Group Company Limited; (iv) Shandong Menglu Mining Engineering Co., Ltd. and the materials branch of Shandong Energy Group Luxi Mining Co., Ltd. provide materials supply to Shandong Energy. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts receivable from Shandong Energy Members by the Group in respect of the provision of materials supply to Shandong Energy Members will be RMB2,623 million, RMB3,920 million and RMB3,900 million respectively.

For the year ended 31 December 2024, the actual transaction amount of materials supplied by the Group to Shandong Energy Members amounted to approximately RMB1,885.36 million. It is anticipated that the transaction amount will increase significantly in 2025, 2026 and 2027, primarily due to: (i) Linyi Mining Group Heze Coal Electricity Co., Ltd., a connected subsidiary of Shandong Energy, is expected to increase its coal production capacity in the coming years. As capacity expands, the company's demand for mining equipment, raw materials, auxiliary supplies and other materials required for production will correspondingly rise. To ensure release of production capacity and operational safety, the company will further increase its procurement of related materials from the Group. Based on preliminary production plans and demand projections, the estimated additional procurement amount is approximately RMB60 million; and (ii) certain other subsidiaries of Shandong Energy are also expected to generate approximately RMB70 million in additional procurement demand for materials, driven by production needs arising from new project construction and existing capacity expansion. In summary, with the release of production capacity of major connected parties and the advancement of related projects, the Group's transaction amount for supplying materials to Shandong Energy Members is projected to experience sustained growth over the next three financial years, showing a significant upward trend; and (iii) following the completion of the Transactions, Xibei Mining will procure related materials exclusively from the Company. Upon completion of the Transactions, Xibei Mining will become a connected subsidiary of the Company. As such, Xibei Mining's procurement of materials from the Company will constitute new connected transactions for the Company. The amounts of Xibei Mining's material procurement from the Company for 2025 to 2027 are expected to be RMB622.93 million, RMB2,074.65 million and RMB1,945.14 million, respectively.

(3) Sales of chemical products by the Group to Shandong Energy Members: (i) Yankuang Coal Chemical Supply and Marketing Co., Ltd. sells chemical products to Luhua Haoyangguang Ecological Fertilizer Co., Ltd. (鲁化好陽光生態肥業有限公司), Shandong Dongchen Ruisen New Materials Technology Co., Ltd. (山東東辰瑞森新材料科技有限公司), Yankuang Guohong Chemical Co., Ltd.* (兗礦國宏化工有限責任公司)

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and Shenglong Chemical Co., Ltd. (盛隆化工有限公司); (ii) Kasong Science and Technology Co., Ltd. (卡松科技股份有限公司) sells chemical products to Shandong Energy Group Materials Co., Ltd. (山東能源集團物資有限公司) and its subsidiaries, Shandong Fangda Engineering Co., Ltd. (山東方大工程有限責任公司) and Shandong Yankuang International Coking Co., Ltd.. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts receivable by the Group from Shandong Energy Members in respect of sales of chemical products to Shandong Energy Members will be RMB350 million, RMB450 million and RMB460 million respectively,

For the year ended 31 December 2024, the actual transaction amounts of chemical products sold by the Group to the Shandong Energy Members amounted to approximately RMB207.17 million. The transaction amounts for 2025 are expected to increase, primarily due to the increase in chemical production capacity of Lunan Chemicals and Xinjiang Energy, both the subsidiaries of the Company, in 2025. In order to ensure stable sales following the capacity expansion, the Group intends to further develop downstream customers of Shandong Energy while simultaneously increasing the proportion of sales to affiliated companies of Shandong Energy. This is projected to drive sales increase of approximately RMB100 million. Meanwhile, Shandong Dongchen Ruisen New Materials Technology Co., Ltd.*(山東東辰瑞森新材料科技有限公司), a subsidiary of Shandong Energy, reduced its demand for chemical raw materials due to abnormal production conditions in 2024. With production expected to resume normal operations starting in 2025, its procurement demand is anticipated to rebound significantly, contributing to an estimated sales increase of approximately RMB50 million for the Group. In 2026 and 2027, as the project of 800,000-ton olefin initiative of Rongxin Chemicals under construction of the Group is scheduled for completion and operation in 2026, the overall chemical product supply capacity will further strengthen. This is expected to drive continued expansion in sales to the affiliated entities of Shandong Energy, with an additional sales increase of approximately RMB100 million, ensuring steady growth in overall sales amounts.

(4) Provision of assets lease by the Group to Shandong Energy Members: (i) the equipment management centre of the Company provides assets lease to Shandong Energy Group Luxi Mining Co., Ltd., Yankuang Xinjiang Energy & Chemical Co., Ltd., Inner Mongolia Huangtaolegai Coal Co., Ltd., Dafang Lutang Coal Mine Co., Ltd.(大方綠塘煤礦有限責任公司) and Shandong Dongshan Xinyi Coal Mine Co, Ltd.(山東東山新驛煤礦有限公司), equipment management branch of Xinwen Mining Group Co., Ltd., and Liangjia Coal Mine of Longkou Coal& Electricity Co. Ltd.. The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts

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receivable by the Group from Shandong Energy Members in respect of provision of assets lease service to Shandong Energy Members will be RMB365 million, RMB507 million and RMB602 million respectively.

For the year ended 31 December 2024, the actual transaction amounts of asset leasing services provided by the Group to the Shandong Energy Members amounted to approximately RMB307.58 million. The transaction amounts for 2025, 2026, and 2027 are expected to increase compared to that of 2024, primarily due to the Group's ongoing implementation of a centralized procurement and management model for equipment among its affiliated subsidiaries. Specifically, Luxi Mining and Xinjiang Energy will have additional equipment usage demands in the future. The required equipment will be centrally procured by the Group's energy equipment management center and then leased to the aforementioned affiliated subsidiaries. Based on their equipment renewal plans from 2025 to 2027 and the applicable leasing fee standards, the transaction amounts for asset leasing services in the respective years are expected to increase accordingly.

(5) Supply of electricity by the Group to Shandong Energy Members: (i) Shandong Huaju Energy Co., Ltd. supplies electricity to Shandong Energy Group Co., Ltd. Jining Yankuang Branch; (ii) Shandong Xin Julong Energy Co., Ltd. (山東新巨龍能源有限責任公司) supplies electricity to production services branch of Xinwen Mining Group Co., Ltd., Shandong Energy Group Construction Group Co., Ltd. (山東能源集團建工集團有限公司) and Shandong Energy Group Development Service Group Co., Ltd. Development Guarantee Branch (山東能源集團發展服務集團有限公司發展保障分公司). The Company estimates that for each of the three financial years ending 31 December 2025, 2026 and 2027, the amounts receivable by the Group from Shandong Energy Members in respect of supply of electricity to Shandong Energy Members will be RMB17 million, RMB7 million and RMB7 million respectively.

For the year ended 31 December 2024, the actual transaction amounts of electricity supplied by the Group to the Shandong Energy Members amounted to approximately RMB13.17 million. The transaction amounts for 2025 are expected to increase slightly compared to that of 2024, primarily due to the expansion of the entrusted subsidence area remediation project undertaken by the Group's subsidiary, Shandong Xin Julong Energy Co., Ltd. (山東新巨龍能源有限責任公司), leading to a corresponding increase in remediation works. During the construction process, the Shandong Energy Members (such as production services branch of Xinwen Mining Group Co., Ltd. and Shandong Energy Group Construction Group Co., Ltd.(山東能源集團建工集團有限公司)), as the main contractors and service providers, require electricity for construction. To meet construction needs, Shandong Xin Julong Energy Co., Ltd.* (山東新巨龍能源有限責任公司) will supply electricity to these

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entities, which is expected to generate an addition of approximately RMB3 million in electricity transactions in 2025. However, starting from 2026, partial subsidiaries of Shandong Energy are expected to gradually adjust their electricity procurement model, shifting to bulk purchasing through the power grid. As a result, they will no longer procure electricity from the Group, leading to an anticipated decline in related transaction amounts.

(6) Prior to the closing of the Transactions, Xibei Mining unified its purchases from the Shandong Energy materials purchasing centre. After the closing of the Transactions, Xibei Mining unified the purchase of relevant materials from the Company. After the closing of the Transactions, Xibei Mining constitutes a connected subsidiary of the Company. Accordingly, the purchase of materials and supplies by Xibei Mining from the Company will also constitute an additional connected transaction for the Company.

It is projected that in 2025, 2026 and 2027, Xibei Mining's procurement of materials from our Company will amount to RMB622.93 million, RMB2,074.65 million and RMB1,945.14 million respectively, demonstrating a year-on-year growth trend. This growth is primarily driven by the following factors:

Firstly, a significant increase in material procurement demand is anticipated from certain subsidiaries of Xibei Mining, specifically including:

(a) Pingliang Wuju Coal Industry Co., Ltd. commenced its production in 2024 with an output of 1.17 million tons. It is expected to operate at a production capacity of 2.4 million tons per year in 2025 and reach full production in 2026 at 3 million tons per year, driving a substantial increase in the procurement of required production materials;

(b) the production of Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd. will be resumed in 2025 with an estimated raw coal output of 850,000 tons. Upon reaching full production in 2026, it is expected to achieve its approved production capacity of 1.8 million tons. The progressive increase in production capacity will directly boost material procurement demand;

(c) according to the approved feasibility study for Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd., the total new equipment procurement from 2025 to 2027 is projected to amount to RMB793.8 million, while engineering materials are estimated at RMB136.44 million. The anticipated annual expenditures is amounted to RMB279.07 million, RMB372.10 million and RMB279.07 million in 2025, 2026 and 2027 respectively.

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Secondly, following the completion of this transaction, Xibei Mining will shift its procurement of materials from Shandong Energy Members to the Company's material supply centre due to its operational independence. As Xibei Mining will become a connected subsidiaries of the Company after the completion of this transaction, these procurements will also constitute new connected transactions for the Company. A full transition for Xibei Mining to the new procurement channel is expected to take effect since September 2025. Therefore, the procurement amounts of the Company in 2025 will be RMB622.93 million if only considering material demand arising from contract execution and capacity expansion during the period from September to December 2025. In contrast, the figures in 2026 and 2027 reflect full-year procurement volumes, leading to a significant year-on-year increase compared to that of 2025.

Reasons for and benefits of entering into the Proposed Provision of Products, Materials and Asset Leasing Agreement

Having considered the continuous sale of coal and materials and provision of asset leasing by the Target Company (which will become a subsidiary of the Company upon completion of the Transactions) to Shandong Energy and the provision of materials by the Company to the Target Company (which will be an associate of Shandong Energy upon completion of the Transactions) after the completion of the Transactions, the Board proposes to enter into the Proposed Provision of Products, Materials and Asset Leasing Agreement to renew and supersede the Existing Provision of Products, Materials and Asset Leasing Agreement.

As Shandong Energy is in close proximity to the Company and the Company can obtain Shandong Energy's demand plan more easily and the provision of products and materials by the Group to the Shandong Energy Members at Market Price can enable the Group to achieve a stable sales market and reduce management and operational costs of the Group. Meanwhile, the Group's materials supply centre has the qualification for materials and equipment distribution. Hence, it is able to purchase materials and equipment at a lower wholesale price, and subsequently resell to the Shandong Energy Members at the Market Price, thereby increases the Company's operating profit. Furthermore, the Group's equipment management centre can provide equipment leasing to the Shandong Energy Members under normal commercial terms based on its operation needs and thus could effectively control the risks of leasing business and achieve economic benefits.

The Directors (including the independent non-executive Directors) consider that the Proposed Provision of Products, Materials and Asset Leasing Agreement, the transactions contemplated thereunder and the proposed annual caps are: (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

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Implications under the Listing Rules

As stated above, Shandong Energy is a controlling Shareholder, and thus constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Provision of Products, Materials and Asset Leasing Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios for the transactions under the Proposed Provision of Products, Materials and Asset Leasing Agreement exceeds 5% on an annual basis, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the transactions contemplated thereunder and the proposed annual caps are subject to reporting, announcement and Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

5. Proposed Bulk Commodities Sale and Purchase Agreement

On 25 August 2023, the Company entered into the Existing Bulk Commodities Sale and Purchase Agreement with Shandong Energy for a term of two years commencing from 1 January 2024 and expiring on 31 December 2025. On 30 August 2024, the Board has resolved to revise the annual caps for the years ended/ending 31 December 2024 and 2025 in respect of the Existing Bulk Commodities Sale and Purchase Agreement, which has been approved by the Independent Shareholders. Please refer to the announcements of the Company dated 25 August 2023 and 30 August 2024, and the circulars of the Company dated 28 September 2023 and 30 September 2024 for the details of the Existing Bulk Commodities Sale and Purchase Agreement.

Proposed Bulk Commodities Sale and Purchase Agreement

Considering that the Company intends to align the expiry date of all continuing connected transactions to end on 31 December 2027 to facilitate the unified management of continuing connected transactions between the Company and its connected persons, on 8 April 2025, the Company entered into the Proposed Bulk Commodities Sale and Purchase Agreement with Shandong Energy to renew and supersede the Existing Bulk Commodities Sale and Purchase Agreement on substantially the same terms.

Unless otherwise agreed by the parties in writing, the Proposed Bulk Commodities Sale and Purchase Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Bulk Commodities Sale and Purchase Agreement becomes effective, (i) the Existing Bulk Commodities Sale and Purchase would be superseded with effect from 1 January 2025; and (ii) all

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transactions performed under the Existing Bulk Commodities Sale and Purchase Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Bulk Commodities Sale and Purchase Agreement.

Set out below are the major terms of the Proposed Bulk Commodities Sale and Purchase Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027.

Major terms

Under the Proposed Bulk Commodities Sale and Purchase Agreement, the Group and the Shandong Energy Members may, from time to time, sell or purchase coal, iron ores, rubber and other bulk commodities from each other.

On or before 30 November each year, the requesting party may provide to the supplying party an annual assessment of the supplies that it requires from the other in the coming year and the parties shall agree on the annual plan for the coming year before 31 December each year. The parties may enter into specific contracts in accordance with the terms of the Proposed Bulk Commodities Sale and Purchase Agreement.

Payment

(1) The payment of consideration of the Proposed Bulk Commodities Sale and Purchase Agreement can be settled on a one-off basis or by installment in accordance with paragraph (2) below.
(2) Each party shall record all items payable to or from the other party in a calendar month in relation to the transactions under the Proposed Bulk Commodities Sale and Purchase Agreement in its accounts on or before the last Business Day of that calendar month. Save for the payments made for non-completed transactions or disputed payments, all payments incurred in a calendar month shall be settled in full by the responsible party within the next calendar month.

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Pricing

The prices of coal, iron ores, rubber and other bulk commodities shall be determined according to the Market Price. The market price shall be determined according to normal commercial terms based on the following:

(1) the price offered by Independent Third Parties for provision of the same or similar type of bulk commodities in the same or similar area or in the vicinity under normal commercial terms in the ordinary course of business of such Independent Third Parties;

(2) if the foregoing is not applicable, the price offered by Independent Third Parties in the PRC for provision of the same or similar type of bulk commodities under normal commercial terms in the ordinary course of business of such Independent Third Parties; and

(3) if any national pricing policy becomes effective and applicable to any bulk commodities under the purchase and sale agreement at any time, the parties agree that the agreed purchase and sale price of such bulk commodities is subject to such national pricing policy.

Shandong Energy has undertaken that the price of such bulk commodities would not be higher than the price offered by Shandong Energy to any Independent Third Parties for the same type of bulk commodities under any circumstances.

In the event that the terms or conditions in respect of the supply or purchase of similar bulk commodities by any third party are better than those offered by the Shandong Energy Members, or if the provision of such bulk commodities by the Shandong Energy Members cannot meet the demand of the Company (including quantity and quality), the Company would be entitled to purchase any such bulk commodities from third parties or sale any bulk commodities to third parties.

If at any time the nationwide pricing is in force and applicable to a certain agreed bulk commodity under the Proposed Bulk Commodities Sale and Purchase Agreement, both parties agree that the agreed price of such bulk commodity shall be determined in accordance with the nationwide pricing. Such nationwide pricing

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means the price stipulated for such agreed bulk commodities in accordance with the laws, regulations, decisions, orders or pricing policies formulated by the relevant governmental authorities in the PRC.

Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the Proposed Bulk Commodities Sale and Purchase Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and Shareholders as a whole.

The historical amount, proposed annual caps and reasons

Category	For the year ended 31 December 2024		For the year ending 31 December 2025
	Annual cap (RMB'000)	Actual amount (RMB'000)	Existing annual cap (RMB'000)
Sales of bulk commodities from the Group to the Shandong Energy Members	8,000,000	3,653,970	8,000,000
Sales of bulk commodities from the Shandong Energy Members to the Group	4,439,000	2,651,780	4,937,000

As of the Latest Practicable Date, the transaction amounts of the continuing connected transactions under the Existing Bulk Commodities Sale and Purchase Agreement did not exceed the existing annual cap for the financial year ending 31 December 2025.

Set out below are the proposed annual caps for each transaction category under the Proposed Bulk Commodities Sale and Purchase Agreement for each of the three financial years ending 31 December 2027.

Having considered the historical figures and the reasons set out below, the Board proposed that the proposed annual caps for each transaction category under the Proposed Bulk Commodities Sale and Purchase Agreement for the three financial years ending 31 December 2025, 2026 and 2027 are set out below:

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Category	Annual cap for the year ending 31 December 2025 (RMB'000)	Annual cap for the year ending 31 December 2026 (RMB'000)	Annual cap for the year ending 31 December 2027 (RMB'000)
Sales of bulk commodities from the Group to the Shandong Energy Members	8,223,000	6,217,000	6,236,000
Sales of bulk commodities from the Shandong Energy Members to the Group	11,683,000	19,209,000	20,520,000

In respect of the sales of bulk commodities by the Group to the Shandong Energy Members, after taking consideration of (i) the sale of coal by Yankuang Lucky International Company Limited to Shaneng (Jinan) Intelligent Investment Co., Ltd. (山能(濟南)智慧投資有限公司); (ii) the sale of coal by Yankuang Energy Group International Trading Co., Ltd. to Yankuang Guohong Chemical Co., Ltd. (兗礦國宏化工有限責任公司), Shandong Luxi Power Generation Company Limited (山東魯西發電有限公司) and Shaanxi Zaokuang Hongdunjie Coal & Electricity Co., Ltd. (陝西棗礦紅敦界煤電有限公司); and (iii) upon completion of the Transactions, Xibei Mining will become a subsidiary of the Company and an associate of Shandong Energy, and Xibei Mining will continue to sell coal to Shandong Energy Members in 2025, the Company expects that the annual caps for the sales of bulk commodities by the Group to Shandong Energy Members under the Proposed Bulk Commodities Sale and Purchase Agreement for the three financial years ending 31 December 2025, 2026 and 2027 will be RMB8,223 million, RMB6,217 million and RMB6,236 million, respectively.

For the year ended 31 December 2024, the actual transaction amounts of bulk commodity sales by the Group to the Shandong Energy Members amounted to approximately RMB3,653.97 million. The transaction amounts in 2025 is expected to increase significantly compared to that of 2024, primarily due to the following reasons:

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(a) Slumping Export Coal Sales and Redirected Sales to Domestic Market:

The production output of Yancoal Australia Limited (“Yancoal Australia”), a subsidiary of the Group, has been increased. However, due to weakness of the international coal market, export sales are facing pressure. Yancoal Australia plans to redirect these coal volumes to Chinese domestic market through trading subsidiaries affiliated with Shandong Energy. Given that the Chinese market offers higher expected returns compared to international markets, the Company anticipates that additional coal sales of approximately 1.7 million tonnes to Shandong Energy’s trading subsidiaries from 2025 to 2027, with a transaction amount of approximately RMB1.3 billion.

(b) Growth in Coal Demand from the Shandong Energy Members:

Based on the business development plans of the Shandong Energy Members, including Yankuang Guohong Chemical Co., Ltd.（竞磺國宏化工有限責任公司），Shandong Luxi Power Generation Company Limited（山東魯西發電有限公司），and Shaanxi Zaokuang Hongdunjie Coal & Electricity Co., Ltd.*（陕西棗磺紅敦界煤電有限公司），their coal demand is expected to increase. In view of the above, Yankuang Energy Group International Trading Co., Ltd., a subsidiary of the Group, plans to increase coal sales to the Shandong Energy Members. According to their coal procurement plans and existing sales agreements, the additional sales amounts is projected to reach approximately RMB1.17 billion.

Upon completion of the Transactions, Xibei Mining will become a subsidiary of the Group and an associate of the Shandong Energy. The amount of coal sold by Xibei Mining through the Shandong Energy Members in 2024 was approximately RMB6,373.96 million. Pursuant to the transitional arrangements, Xibei Mining expects to sell coal through the Shandong Energy Members in the amount of approximately RMB2,022.51 million, RMB50.0 million and RMB50.0 million from period from 2025 to 2027, respectively. The aforesaid estimated sales amount of RMB2,022.51 million in 2025 was determined based on the following considerations: after the completion of the Transactions, Xibei Mining will gradually shift its sales of coal through the Shandong Energy Members to the Group in order to enhance its business independence. As a transitional period is required for the shift of sales system, it is expected that after the completion of the Transactions in June 2025, the sale of coal for Xibei Mining from June to September 2025 will still be centrally conducted through the Shandong Energy Members. The estimated amount was made with reference to the relevant historical transaction data in 2024, taking into account the coal

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sales contracts already entered into by the subsidiaries of Xibei Mining (including Pingliang Wuju Coal Industry Co., Ltd. and Gansu Huaneng Tianjun Energy Co., Ltd.) and the growth in production capacity.

In addition, it is expected that the maximum transaction amount of the Group's sales of bulk commodities to the Shandong Energy Members in 2026 and 2027 will decrease as compared to that of 2025, mainly due to the fact that the coal sales of Xibei Mining, which were originally planned to be conducted through the Shandong Energy Members, will be gradually transferred to be conducted directly by the Group after the settlement of the Transactions for the purpose of enhancing the independence of the business. The conversion of the sales system is expected to be completed in September 2025. As a result, the relevant transactions through Shandong Energy Members will be further reduced significantly from 2026 to 2027, and the amount of such transactions is expected to be reduced by approximately RMB1,972.51 million as compared with that of 2025.

In respect of the Group's purchase of bulk commodities from the Shandong Energy Members, having considered (i) the purchase of coal from Linyi Mining Group Heze Coal Electricity Co., Ltd. by the coal transportation and marketing branch of Shandong Energy Group Luxi Mining Co., Ltd.; (ii) the purchase of coal from Bazhou Qinhua Industry and Trade Company Limited and Kuche Yongxin Mining Company Limited by the coal transportation and marketing branch of Yankuang Xinjiang Energy & Chemical Co., Ltd.; (iii) the purchase of coal from Shandong Energy Group (Zaozhuang) Material Merchants Company Limited by Wubo Technology Co., Ltd.; (iv) the purchase of iron ore from Shandong Energy Group Ronghui International Trading Company Limited* (山東能源集團榮暉國際貿易有限公司) by Wubo Technology Co., Ltd.; (v) prior to the closing of the Transactions, Xibei Mining centrally sold its coal to the Shandong Energy Members, which in turn was sold externally by the Shandong Energy Members. Upon settlement of the Transactions, Xibei Mining will centrally sell its coal through the Company. Upon the closing of the Transactions, Xibei Mining becomes a connected subsidiary of the Company and the sale of coal by Xibei Mining to the Company will also constitute an additional connected transaction of the Company. The Company expects that the sales of bulk commodities by the Shandong Energy Members to the Group under the Proposed Bulk Commodities Sale and Purchase Agreement will be subject to annual caps of RMB11,683 million, RMB19,209 million and RMB20,520 million for the three financial years ending 31 December 2025, 2026 and 2027, respectively.

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For the year ended 31 December 2024, the actual transaction amount of the purchase of bulk commodities by the Group from the Shandong Energy Members was approximately RMB2,651.78 million. It is expected that the relevant transaction amount for 2025 will increase significantly as compared with that for 2024 mainly due to the following reasons:

(a) Increase in purchase under the centralized coal sales arrangement:

Coal Transportation and Sales Branch of Shandong Energy Group Luxi Mining Co., Ltd., a connected subsidiary of the Company, carries out centralized coal sales to its subsidiaries. As the geological conditions of the mines of its subsidiary, Linyi Mining Group Heze Coal Electricity Co., Ltd. (“Heze Coal Electricity”), are expected to improve in the future and the production and sales volume of coal is expected to increase, it is expected that the amount of coal purchased by Coal Transportation and Sales Branch of Shandong Energy Group Luxi Mining Co., Ltd. from Heze Coal Electricity will be increased by approximately RMB900 million in 2025.

(b) Adjustment of the coal sales arrangement in Xinjiang region:

Two subsidiaries of Shandong Energy, Bazhou Qinhua Industry and Trade Company Limited and Kuche Yongxin Mining Company Limited, are entrusted and managed by Xinjiang Energy, a subsidiary of the Group. Since late 2024, Xinjiang Energy started to purchase coal from the above companies in a centralized manner and is responsible for the subsequent sales. Based on the coal production forecast of the aforesaid companies for 2025 and the proposed sales price, it is expected that the amount of coal to be purchased from them by Xinjiang Energy in 2025 will amount to RMB600 million.

Wubo Technology, a subsidiary of the Group, intends to expand its logistics supply chain business to sell fuels and raw materials to power plants, coking plants and steel mills from 2025 onwards, and therefore it plans to purchase coking coal and iron ore from the Shandong Energy Members in order to secure a stable upstream supply. Based on its business plan and estimated business procurement volume as well as procurement unit price, it is estimated that the amount of bulk commodities to be purchased from the Shandong Energy Members will be approximately RMB5,000 million, RMB5,800 million and RMB6,600 million from 2025 to 2027, respectively.

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(d) Additional connected transactions after Xibei Mining became a subsidiary:

Upon completion of the Transactions, Xibei Mining will become a connected subsidiary of the Company. Taking into account the arrangements made by the Group to enhance the independence of its business after the completion of the Transactions, the sales of coal by Xibei Mining through the Shandong Energy Members will be standardized from September 2025 onwards to sales through the Group. Accordingly, the sales of coal by Xibei Mining to the Group will constitute an additional connected transaction for the Company.

The amount of coal sold by Xibei Mining through the Group in 2024 was relatively low, but is estimated to be RMB1,972.51 million, RMB9,180.22 million and RMB9,619.67 million in 2025, 2026 and 2027, respectively. The above estimated amount for 2025 is based on the transitional arrangement of three months after the completion of the Transactions, which only includes the transaction amount for the four-month period from September to December 2025, and is estimated with reference to the historical transaction information in 2024 and the coal sales contracts signed by the subordinate units of Xibei Mining (including Pingliang Wuju Coal Industry Co., Ltd. and Gansu Huaneng Tianjun Energy Co., Ltd.) as well as the growth of production capacity. With the inclusion of the full-year sales arrangement in 2026 and 2027, the relevant transaction amount is expected to further increase significantly as compared to 2025.

Reasons for and benefits of entering into the Proposed Bulk Commodities Sale and Purchase Agreement

The entering into of the Proposed Bulk Commodities Sale and Purchase Agreement will help to alleviate the impact of economic cycle fluctuations on the business performance of the Group, enlarge the overall operating scale and improve the profitability of the Group. Furthermore, the Proposed Bulk Commodities Sale and Purchase Agreement will enable the Group and the Shandong Energy Members to share the suppliers and customers in their respective resourcing and distribution channels which cover different areas, and thus bringing the advantages of both the Group and the Shandong Energy Members in their resourcing and distribution channels into full play, thereby creating a synergistic effect that could expand the trading size, improve the sales volume and improve the revenue of both parties.

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commodities to the Shandong Energy Members, the Company could ensure the safety of the transactions, including payment recoveries. Collectively, this could reduce the operational risks of the entire trading business of the Group.

Under the Proposed Bulk Commodities Sale and Purchase Agreement, the coal, iron ores, rubber and other types of bulk commodities purchased by the Group from the Shandong Energy Members are of different sources, batches, types or models from the coal, iron ores, rubber and other types of bulk commodities sold by the Group to the Shandong Energy Members. No cross selling will be made under the Proposed Bulk Commodities Sale and Purchase Agreement.

The Directors (including the independent non-executive Directors) consider that the Proposed Bulk Commodities Sale and Purchase Agreement, the transactions contemplated thereunder and the proposed annual caps thereunder are (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

Implications under the Listing Rules

As mentioned above, Shandong Energy is a controlling shareholder and therefore constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Bulk Commodities Sale and Purchase Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios in respect of the transactions under the Proposed Bulk Commodities Sale and Purchase Agreement exceeds 5% on an annual basis, the Proposed Bulk Commodities Sale and Purchase Agreement, the transactions contemplated thereunder and the proposed annual caps thereunder are subject to reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

6. Proposed Finance Lease and Factoring Agreement

On 25 August 2023, the Company entered into the Existing Finance Lease Agreement with the Shandong Energy, pursuant to which the Company has agreed to provide the finance leasing service to the Shandong Energy Members during the period from 1 January 2024 to 31 December 2025. For details of the Existing Finance Lease Agreement, please refer to the announcement of the Company dated 25 August 2023 and the circular of the Company dated 28 September 2023.

Proposed Finance Lease and Factoring Agreement

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and its connected persons, on 8 April 2025, the Company entered into the Proposed Finance Lease and Factoring Agreement with Shandong Energy to renew and supersede the Existing Finance Lease Agreement on substantially the same terms, meanwhile, the scope of services will be expanded by including the provision of factoring services by the Group to the Shandong Energy Members in the Proposed Finance Lease and Factoring Agreement.

Unless otherwise agreed by the parties in writing, the Proposed Finance Lease and Factoring Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Finance Lease and Factoring Agreement becomes effective, (i) the Existing Finance Lease Agreement would be superseded with effect from 1 January 2025; and (ii) all transactions performed under the Existing Finance Lease Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Finance Lease and Factoring Agreement.

Set out below are the major terms of the Proposed Finance Lease and Factoring Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027.

Main Arrangements of the Finance Leasing and Factoring Service

Under the Proposed Finance Leasing and Factoring Agreement, the Company will provide finance leasing services (including direct leasing and sale-leaseback), factoring and related services to the Shandong Energy Member.

The Leased Assets under the Proposed Finance Leasing and Factoring Agreement include machinery and equipment, facilities and other movable and immovable properties.

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Under the direct finance leasing service, the Company or its subsidiaries (as lessor) will purchase the Leased Assets based on the demands and requirements of the Shandong Energy Members (as lessee) from Independent Third-party suppliers, and will then lease the Leased Assets to the Shandong Energy Members for their use in return for periodic lease payments. The ownership of the Leased Assets will be solely vested in the Company or its subsidiaries during the lease period. The Shandong Energy Members could choose to purchase the Leased Assets after expiry of the lease or upon the consent of the Company or its subsidiaries prior to the expiry of the lease, subject to compliance with the then relevant requirements of the regulatory rules of the place of listing of the Company.

Under the sale-leaseback service, the Shandong Energy Members (as lessee) will sell the Leased Assets to the Company or its subsidiaries (as lessor) at a negotiated purchase price with reference to the book value, the appraisal value, and/or the original acquisition costs of the Leased Assets, and the Company or its subsidiaries will then lease the Leased Assets back to the Shandong Energy Members for their use in return for periodic lease payments. The ownership of the Leased Assets will be solely vested in the Company or its subsidiaries during the lease period. The Shandong Energy Members could choose to purchase the Leased Assets after expiry of the lease or upon the consent of the Company or its subsidiaries prior to the expiry of the lease, subject to compliance with the then relevant requirements under the Listing Rules.

The Company or its subsidiaries intend to pay the purchase price for the Leased Assets by way of its internal funds and financing funds. The principal amount of each finance leasing service will be equal to the respective purchase price of the Leased Assets. The principal and interest with respect to the provision of finance leasing service will be paid by the Shandong Energy Members according to the equal-principal or average-capital-plus interests standard on a quarterly basis. The Company or its subsidiaries will also charge commission fees or consulting fees with respect to the provision of Finance Leasing Service. Such commission fees or consulting fees will be paid by the Shandong Energy Members to the Company or its subsidiaries in a lump sum upon or prior to the Company or its subsidiaries' payment of the consideration for the transfer of the Leased Assets.

In addition, the Group will provide factoring services for the accounts receivable with recourse to the Shandong Energy Members.

Separate Individual Agreement(s)

With respect to the provision of each Finance Leasing and Factoring Service, the Company or its subsidiaries and the Shandong Energy Members will enter into separate Individual Agreement(s) pursuant to the Proposed Finance Lease and Factoring Agreement and the transactions contemplated thereunder shall be conducted on normal commercial terms or better and no less favourable to the Company than the same offered by the Shandong Energy Members to Independent

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Third Parties for receiving comparable finance leasing or factoring service. The term of the separate Individual Agreement(s) may exceed the term of the Proposed Finance Lease and Factoring Agreement subject to the domestic and overseas approval procedures for connected transactions.

Pricing of Finance Lease Services

The interest rate and relevant fees to be agreed for the finance leasing service shall be fair and reasonable and on normal commercial terms or better. In particular, when determining the effective interest rate, the Company shall make reference to the following non-exhaustive factors:

(1) The lowest interest rate shall be the yield of treasury bonds with the same tenor, and the highest interest rate shall be 150 basis points above the quoted interest rate on the loan market for the same period announced by the National Interbank Funding Center; and

(2) all other relevant fees, including the annual commission fees and consulting fees not higher than 1% of the principal of the relevant finance lease agreement; and

(3) The rentals under the financial leasing services shall be paid by Shandong Energy Members to the Company or its subsidiaries on a quarterly basis through equal principal payment method or equal installment payment method. The handling fee and consultancy fee shall be collected in a single lump-sum payment on or prior the date of lease asset transfer payment.

The Company and its subsidiaries will consider the above factors and ensure that the overall terms and conditions for providing the Finance Leasing Service, including the effective interest rates and fees as well as payment conditions and other material terms, are no less favourable to the Company and its subsidiaries than the same offered by the Shandong Energy Members to Independent Third Parties for receiving comparable finance leasing service.

Pricing of Factoring Service

The factoring service provided by the Group to the Shandong Energy Members under the Proposed Finance Lease and Factoring Agreement will be conducted on normal or better commercial terms. The process of determining the pricing of the factoring service is set out as follows:

(1) The Shandong Energy Members will transfer the amount to the Company or its subsidiaries at a price determined through negotiation based on the book value or appraised value of accounts receivable, and the Company or its subsidiaries will provide them with a series of services such as fund financing, purchaser's credit rating, sales account management, credit risk guarantee, and account collection;

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(2) During the validity period of the Proposed Finance Lease and Factoring Agreement, the lowest interest rate implemented for the factoring and other services provided by the Company or its subsidiaries to the Shandong Energy Members is the yield of the same term government bonds, and the highest interest rate is 150 basis points higher than the quoted market lending rate published by the National Interbank Funding Center at the same period; and

(3) The commission fees or consulting fees for the factoring and other services provided by the Company or its subsidiaries to the Shandong Energy Members shall be charged at a rate not higher than 1% of the principal of the financing every year. The commission fees or consulting fees shall be charged in one lump sum on or before the date of paying the transfer price of accounts receivable.

The historical amount, proposed annual caps and reasons

Category	For the year ended 31 December 2024		For the year ending 31 December 2025
	Annual cap (RMB'000)	Actual amount (RMB'000)	Existing annual cap (RMB'000)
Maximum transaction amount^{1}	1,000,000	1,000,000	2,000,000
Maximum interest and fees payment^{2}	85,000	1,890	170,000
Total	1,085,000	1,001,890	2,170,000

Note 1 i.e., the aggregate outstanding daily balance of the principal amount
Note 2 i.e., the aggregate balance of the interests, commission fees and the consulting fees

As of the Latest Practicable Date, the transaction amounts of the continuing connected transactions under the Existing Finance Lease Agreement did not exceed the existing annual cap for the financial year ending 31 December 2025.

Set out below are the proposed annual caps under the Proposed Finance Lease and Factoring Agreement for each of the three financial years ending 31 December 2027.

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Category	Annual cap for the year ending 31 December 2025 (RMB'000)	Annual cap for the year ending 31 December 2026 (RMB'000)	Annual cap for the year ending 31 December 2027 (RMB'000)
Maximum transaction amount^{3}	2,000,000	5,250,000	8,400,000
Maximum interest and fees payment^{4}	170,000	268,000	428,000
Total	2,170,000	5,518,000	8,828,000

Note 3 i.e., the aggregate of the highest daily outstanding principal amount under the finance lease services provided to the Shandong Energy Members, and the highest daily balance of principal receivable transferred by the Shandong Energy Members to the Group under factoring services, at any time point during the year
Note 4 i.e., proposed annual cap for the aggregate of interests, commission fees and the consulting fees

The proposed annual caps were determined with reference to the fact that the existing business of Yankuang Financial Leasing Company Limited will be continued in the coming years, and the construction plan of the mines and chemical projects of Yankuang Xinjiang Energy & Chemical Co., Ltd., and the equipment renewal plan of Shandong Energy Group Luxi Mining Company Limited will generate new demand for finance leasing and commercial factoring business.

For the year ended 31 December 2024, the actual aggregate daily principal outstanding under the finance leasing service provided by the Group to the Shandong Energy Members was RMB1,000 million, and the accrued interest, handling fees and advisory fees during the period amounted to RMB1.89 million. The Company has made reference to the proposed maximum transaction amount and the applicable interest rate and fee rate for each of the years from 2025 to 2027 in order to determine the maximum interest and fee level for the relevant period. It is expected that there will be a significant increase in these amounts in 2025, 2026 and 2027 mainly due to the following reasons:

(a) The existing business of Yankuang Financial Leasing Company Limited, a subsidiary of the Group, will continue to be carried out in the coming years;
(b) Existing business was conducted in the second half of 2024 with a shorter interest accrual period, resulting in a larger increase in interest expense in 2025;
(c) Yankuang Financial Leasing Company Limited has achieved cooperation with Xinjiang Energy, a connected subsidiary of the Company, intending to provide financing support based on the construction progress and funding arrangement of its new mines and

LETTER FROM THE BOARD

chemical projects, with new capital injection expected to be RMB1 billion, RMB2.5 billion and RMB2.5 billion for each of the years from 2025 to 2027, respectively;

(d) Luxi Mining, a connected subsidiary of the Company, intends to carry out equipment renewal in the future and has corresponding financing needs. Yankuang Financial Leasing Company Limited has achieved cooperation with it and expects to provide it with financing amounting to RMB500 million for each of the years from 2025 to 2027 so as to support its equipment renewal plan.

Reasons for and benefits of entering into the Proposed Finance Lease and Factoring Agreement

By the provision of the finance leasing service to the Shandong Energy Members, the subsidiaries of the Company engaged in financial leasing business will be able to conduct centralized procurement of equipment and financing to improve the Group's bargaining advantage over equipment procurement and credit financing and to improve the profitability and competitiveness of the Group. Meanwhile, the provision of asset leasing services to Shandong Energy on normal commercial terms will enable the Group to effectively control the risks of its financial leasing business, and the interest payment generated from the finance leasing service (after deducting the financing costs) will enable the Group to obtain a stable cash flow.

The Directors (including the independent non-executive Directors) consider that the Proposed Finance Lease and Factoring Agreement, the transactions contemplated thereunder and the proposed annual caps are: (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

Implications under the Listing Rules

As stated above, Shandong Energy is a controlling Shareholder and thus constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Finance Lease and Factoring Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios for the transactions under the Proposed Finance Lease and Factoring Agreement exceeds 5% on an annual basis, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated thereunder and the proposed annual caps are subject to reporting, announcement and Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

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7. Proposed Entrusted Management Service Framework Agreement

On 25 August 2023, the Company entered into the Existing Entrusted Management Service Framework Agreement with Shandong Energy for a term of one year commencing from 1 January 2025 and expiring on 31 December 2025. For details of the Existing Entrusted Management Service Framework Agreement, please refer to the announcement of the Company dated 25 August 2023 and the circular of the Company dated 28 September 2023.

Proposed Entrusted Management Service Framework Agreement

Considering that the Company intends to align the expiry date of all continuing connected transactions to end on 31 December 2027 to facilitate the unified management of continuing connected transactions between the Company and its connected persons, on 8 April 2025, the Company entered into the Proposed Entrusted Management Service Framework Agreement with Shandong Energy to renew and supersede the Existing Entrusted Management Service Framework Agreement on substantially the same terms.

Unless otherwise agreed by the parties in writing, the Proposed Entrusted Management Service Framework Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Entrusted Management Service Framework Agreement becomes effective, (i) the Existing Entrusted Management Service Framework Agreement would be superseded with effect from 1 January 2025; and (ii) all transactions performed under the Existing Entrusted Management Service Framework Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Entrusted Management Service Framework Agreement.

Set out below are the major terms of the Proposed Entrusted Management Service Framework Agreement:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

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Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027.

Major terms

Pursuant to the Proposed Entrusted Management Service Framework Agreement, the Group will provide management services to the Shandong Energy Members in relation to the Target Assets. The service scope includes but is not limited to, strategic management, industrial development, major safety technology management, management of related production and operation, and product sales, as well as undertaking the regulatory responsibility for major safety and environmental protection issues of Target Assets as required by laws.

The parties will determine the specific scope of Target Assets for entrusted management, the authorization relating to the management of specific assets and entrusted management fees through separate negotiation, which shall be clarified in an entrusted management implementation agreement and may be adjusted under the framework of the Proposed Entrusted Management Service Framework Agreement through negotiation.

During the period of entrusted management, the ownership of Target Assets remains unchanged, the ownership of and revenue from Target Assets shall be vested to the Shandong Energy Members, and Shandong Energy Members is entitled to participate in the decision-making on the overall design, planning and coordinated development of Target Assets.

During the period of entrusted management, the Target Assets will not be consolidated into the financial statements of the Company or its subsidiaries. The Group will be entitled to the entrusted management fee in relation to the management services provided during the period of entrusted management.

Pricing

During the term of the Proposed Entrusted Management Service Framework Agreement, the accumulated entrusted management fee received by the Group from the Shandong Energy Members in relation to the Target Assets shall not exceed RMB60 million.

The specific entrusted management fee for Target Assets will be determined according to the status of Target Assets, the Group's expenses arising from entrusted management and the profitability of Target Assets.

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If any national pricing policy becomes effective and applicable to any agreed entrusted management issues, the specific entrusted management fee for Target Assets is subject to such national pricing. National pricing means the price of entrusted management provided by the laws, regulations, decisions, orders or pricing policies issued by competent governmental authorities of the PRC (as the case may be).

Payment

The entrusted management fee shall be paid on an annual basis, and the details shall be determined by the parties according to the conditions of Target Assets through separate negotiation.

The historical amount, proposed annual caps and reasons

The annual cap for the financial year ending 31 December 2025 under the Existing Entrusted Management Service Framework Agreement is RMB60 million. As of the Latest Practicable Date, the transaction amount of the continuing connected transactions under the Existing Entrusted Management Service Framework Agreement is not exceeding the existing annual cap for the financial year ended 31 December 2025.

Considering that (i) Yankuang Financial Leasing Company Limited, a subsidiary of the Company, manages Shandong Energy Financial Leasing (Shenzhen) Co., Ltd., an affiliated unit of Shandong Energy, and receives corresponding management service fees; (ii) the Company's Shandong Coal Science and Technology Research Institute Branch (山東煤炭科技研究院分公司) manages certain affiliated units of Shandong Energy and receives corresponding management service fees; (iii) Yancoal Australia Limited provides custodial management services to Shandong Energy Australia Limited (山東能源澳大利亞有限公司) and receives corresponding management service fees; (iv) Shandong Energy Group Luxi Mining Company Limited manages certain affiliated units of Shandong Energy and receives corresponding management service fees, the Company expects that each of the proposed annul caps of the entrusted management fees for the financial years ending 31 December 2025, 2026 and 2027 are RMB60 million.

For the year ended 31 December 2024, the actual transaction amount of the Group in relation to the provision of management services to the Shandong Energy Members was RMB41.7 million. It is expected that the transaction amount of the relevant entrusted management service will be capped at RMB60 million for the year ending 31 December 2025, which is slightly higher than the actual amount for 2024, mainly due to the following reasons:

(a) Yankuang Financial Leasing Company Limited, a subsidiary of the Company, is entrusted with the management of Shandong Energy Financial Leasing (Shenzhen) Co., Ltd., an affiliated unit of Shandong Energy, and receives a management service fee based on a fixed fee

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plus a share of revenue. According to the business plans of Shandong Energy Financial Leasing (Shenzhen) Co., Ltd. for 2025, its operating revenue is expected to increase year-on-year with a corresponding increase in the management service fee, which is expected to increase by approximately RMB2 million;

(b) Shandong Coal Science and Technology Research Institute Branch (山東煤炭科技研究院分公司), a subsidiary of the Company, has been entrusted with the management of Shandong Coal Scientific Research Institute Co., Ltd., an affiliated unit of Shandong Energy, since the end of 2024. Based on the Group's entrusted management service fee standard and taking into account the business plans, cost level and reasonable profit of Shandong Coal Scientific Research Institute Co., Ltd., it is estimated that the management service fee to be received for 2025 will be RMB5 million;

(c) Pursuant to the arrangement of Shandong Energy Australia Limited (山東能源澳大利亞有限公司), a subsidiary of Shandong Energy, since 2025, Yancoal Australia, a subsidiary of the Company, will carry out geological information and model review, technical study and project risk assessment for the three greenfield projects under its management. Based on the Group's entrusted management service fee standard and taking into account the relevant costs and reasonable profit, it is estimated that an entrusted management fee of approximately RMB6 million will be charged;

(d) Luxi Mining, a connected subsidiary of the Company, manages the units of Shandong Energy's subsidiaries, such as Feicheng Feikuang Coal Industry Co., Ltd. (肥城肥礦煤業有限公司), Shandong Dongshan Gucheng Coal Mine Co., Ltd. (山東東山古城煤礦有限公司) and Linyi Mining Group Company Limited (臨沂礦業集團有限公司), etc.. It is estimated that entrusted management fee of approximately RMB5 million will be received in 2025 based on the future operating condition of the relevant units.

Reasons for and benefits of entering into the Proposed Entrusted Management Service Framework Agreement

By conducting the transactions under the Proposed Entrusted Management Service Framework Agreement, the Company can bring its advantages in resources and professional management in relevant industries into full play, avoid horizontal competition in relevant industries, promote the resource sharing and synergy between the Group and the Shandong Energy Members, tap into the scale advantages, enhance the market competitiveness of the Group in relevant industries, and further improve the economic benefits of the Company.

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The Directors (including the independent non-executive Directors) consider that the Proposed Entrusted Management Service Framework Agreement, the transactions contemplated thereunder and the proposed annual cap thereunder are (i) on normal commercial terms or better and in the ordinary and usual course of business of the Group; (ii) fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

Implications under the Listing Rules

As stated above, Shandong Energy is a controlling Shareholder and thus constitutes a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Finance Lease and Factoring Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the relevant percentage ratios in respect of the transactions under the Proposed Entrusted Management Service Framework Agreement is less than 0.1% on an annual basis, the Proposed Entrusted Management Service Framework Agreement, the transactions contemplated thereunder and the proposed annual caps are exempt from reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

According to the applicable PRC regulations, the Company will submit the resolution relating to, among others, the Proposed Entrusted Management Service Framework Agreement and the transactions contemplated thereunder for the Independent Shareholders' approval at the AGM, and Shandong Energy is required to abstain from voting.

8. Proposed Shandong Energy Financial Services Agreement

On 26 August 2022, Shandong Energy Finance Company entered into the Existing Shandong Energy Financial Services Agreement with Shandong Energy for a term of three years commencing from 1 January 2023 and expiring on 31 December 2025. For details of the Existing Shandong Energy Financial Services Agreement, please refer to the announcement of the Company dated 26 August 2022 and the circular of the Company dated 12 October 2022.

On 8 April 2025, Shandong Energy Finance Company entered into the Proposed Shandong Energy Financial Services Agreement with Shandong Energy to renew and supersede the Existing Shandong Energy Financial Services Agreement on substantially the same terms. Meanwhile, the transaction in which Shandong Energy Finance Company subscribed/purchased monetary funds sold by Zhongtai Securities was added in the Proposed Shandong Energy Financial Services Agreement.

Unless otherwise agreed by the parties in writing, the Proposed Shandong Energy Financial Services Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the

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places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Shandong Energy Financial Services Agreement becomes effective, (i) the Existing Shandong Energy Financial Services Agreement would be superseded with effect from 1 January 2025; and (ii) all transactions performed under the Existing Shandong Energy Financial Services Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Shandong Energy Financial Services Agreement.

Set out below are the major terms of the Proposed Shandong Energy Financial Services Agreement:

Date

8 April 2025

Parties

(1) Shandong Energy Finance Company; and
(2) Shandong Energy

Major Terms and Pricing Policy

Pursuant to the Proposed Shandong Energy Financial Services Agreement, (1) Shandong Energy Finance Company shall provide financial services to the Shandong Energy Members; and (2) Shandong Energy Finance Company shall subscribe for/purchase money funds distributed by Zhongtai Securities, with Shandong Energy Finance Company paying management fees, sales service fees, or other service charges to Zhongtai Securities.

(1) Shandong Energy Finance Company will provide the following financial services to the Shandong Energy Members:

(i) Deposit services

Shandong Energy Finance Company shall provide deposit services to the Shandong Energy Members in accordance with normal commercial terms with a maximum daily balance (including accrued interests) of not exceeding RMB62.5 billion during the term of the Proposed Shandong Energy Financial Services Agreement.

The interest rate for the Shandong Energy Members' deposit with Shandong Energy Finance Company shall comply with relevant regulations of the PBOC and be determined on normal commercial terms with reference to the deposits benchmark interest rate

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promulgated by the PBOC periodically (if any), and the interest rate offered by the General Commercial Banks for the provision of same type of deposit services.

(ii) Comprehensive credit facility services

Shandong Energy Finance Company shall provide comprehensive credit facilities (including but not limited to loans, bill acceptance and discounting, non-financing guarantees, etc.) to the Shandong Energy Members with a maximum daily balance (including accrued interests) of not exceeding RMB32 billion for each of the three years from 2025 to 2027 respectively during the term of the Proposed Shandong Energy Financial Services Agreement.

The interest rate for the loan to be provided by Shandong Energy Finance Company to the Shandong Energy Members shall comply with relevant regulations of the PBOC and be determined on normal commercial terms with reference to the loan benchmark interest rate promulgated by the PBOC periodically (if any), and the interest rate offered by General Commercial Banks for the provision of same type of loan services.

(iii) Miscellaneous financial services

Shandong Energy Finance Company shall provide miscellaneous financial services (including but not limited to bill acceptance and discounting services, financing consultation services, credit certification and consultation and agency services, settlement services including payment and receipt, entrusted loans services and other services) to the Shandong Energy Members. The total annual fees charged by Shandong Energy Finance Company for the provision of miscellaneous financial services to the Shandong Energy Members for the three years from 2025 to 2027 shall not exceed RMB6 million during the term of the Proposed Shandong Energy Financial Services Agreement.

The fees for the provision of miscellaneous financial services to the Shandong Energy Members shall be charged by Shandong Energy Finance Company according to the prescribed rates determined by the PBOC or the NFRA. If no such prescribed rates are available, the services fees shall be determined on normal commercial terms with reference to the fees charged by General Commercial Banks for the provision of the same type of financial services to the Shandong Energy Members.

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(2) Zhongtai Securities shall, within the scope of business approved by the CSRC, lawfully provide the following securities and financial product services to Shandong Energy Finance Company:

Zhongtai Securities will provide money fund services to Shandong Energy Finance Company during the term of the Proposed Shandong Energy Financial Services Agreement. Shandong Energy Finance Company shall subscribe for/purchase money funds distributed by Zhongtai Securities, with Shandong Energy Finance Company paying management fees, sales service fees, or other service charges to Zhongtai Securities.

The maximum daily investment balance (including the quota for subscribing/purchasing money funds and the remaining account balance) of Shandong Energy Finance Company in money funds distributed by Zhongtai Securities shall not exceed RMB4 billion. The management fees, sales service fees, or other service charges imposed by Zhongtai Securities on Shandong Energy Finance Company shall not exceed RMB3 million on an annual basis.

The pricing standards for money fund management fees are primarily based on regulations such as the Securities Investment Fund Law and the Measures for the Administration of Operation of Securities Investment Fund, in addition to the specific terms stipulated in the fund contract. Within the scope permitted by the SFC, fees are determined with reference to the market rates for money market securities investment funds registered in Mainland China. The typical market range for management fees is 0.15%–0.5% per annum; for custody fees, it is generally 0.05% per annum; and for sales service fees, the range is typically 0.01%–0.05% per annum.

Historical Amount, Proposed Annual Caps and Reasons

Set out below are the annual caps and the historical transaction amounts for the two financial years ended 31 December 2023 and 2024 as well as the existing annual cap for the year ending 31 December 2025 under the Existing Shandong Energy Financial Services Agreement:

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Category	For the year ended 31 December 2023		For the year ended 31 December 2024		For the year ending 31 December 2025
	Annual cap (RMB'000)	Actual amount (RMB'000)	Annual cap (RMB'000)	Actual amount (RMB'000)	Existing annual cap (RMB'000)
Maximum daily balance of deposit	62,500,000	25,180,643	62,500,000	22,525,080	62,500,000
Maximum daily balance of comprehensive credit facility	28,000,000	15,334,547	30,000,000	16,050,700	32,000,000
Aggregate miscellaneous financial services fees	6,000	796	6,000	1,440	6,000

As of the Latest Practicable Date, the transaction amount of the continuing connected transactions under the Existing Shandong Energy Financial Services Agreement is not exceeding the existing annual cap for the financial year ended 31 December 2025.

In 2024, the maximum daily balance of deposits (including accrued interest) provided by Shandong Energy Finance Company to the Shandong Energy Members was RMB22,525.08 million. Having considered the historical maximum daily balance of deposit during the term of the existing Shandong Energy Financial Services Agreement as provided by Shandong Energy Finance Company to Shandong Energy Members as well as the fact that Shandong Energy will promote the implementation of a number of large-scale projects in the fields of electricity, new energy, high-end chemicals and new materials, which will result in a significant increase in the peak value of its capital reserves, taking into account the possible overlap of the investment and settlement schedules of various projects from 2025 to 2027, the Company expects that the peak deposit amounts of Shandong Energy Members with Shandong Energy Finance Company will increase. Therefore, the Board proposed that the maximum daily balance of deposit (including accrued interests) under the Proposed Shandong Energy Financial Services Agreement shall not exceed RMB62.5 billion for each of the three years ending 31 December 2025, 31 December 2026 and 31 December 2027.

In 2024, the maximum daily balance of comprehensive credit facility (including accrued interest) provided by Shandong Energy Finance Company to the Shandong Energy Members was RMB16,050.70 million. Having considered (i) the historical maximum daily balances of comprehensive credit facility provided by Shandong Energy Finance Company to the Shandong Energy Members; (ii) various expected financial needs for new loans, bills and letter of guarantee business of new energy group, geological exploration group, new materials company and other areas under Shandong Energy of RMB10 billion; and (iii) various expected financial needs for new loans, bills and letter of guarantee business of new energy group, geological exploration group, new materials company and other areas under Shandong Energy of RMB5 billion, the Board proposed that the maximum daily balance (including accrued interests) of comprehensive credit facility to be provided by Shandong Energy Finance

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Company to the Shandong Energy Members under the Proposed Shandong Energy Financial Services Agreement shall not exceed RMB32 billion for each of the three years ending 31 December 2025, 31 December 2026 and 31 December 2027, respectively.

The annual cost of other financial services provided by Shandong Energy Finance Company to the Shandong Energy Members in 2024 is RMB1.44 million. After considering (i) the historical balance of other financial services provided by Shandong Energy Finance Company to the Group for the two years ended 31 December 2024; and (ii) the demand for various types of financial services such as bills and letters of guarantee from units of Shandong Energy Group such as Xinwen Mining Group, Zaokuang Group, Trading Company, Material Company, etc., and the subsequent increase in the demand for other financial services from the Shandong Energy Members, the Board proposed that the maximum annual fees payable for such miscellaneous financial services under the Proposed Shandong Energy Financial Services Agreement shall not exceed RMB6 million for each of the three years ending 31 December 2025, 31 December 2026 and 31 December 2027.

During the period from 2025 to 2027, Shandong Energy Finance Company will commence new business of subscribing/purchasing money funds distributed by Zhongtai Securities. Based on estimates of previous idle fund conditions and capital management needs by Shandong Energy Finance Company, the maximum daily investment balance (including the quota for subscribing/purchasing money funds and the remaining account balance) of Shandong Energy Finance Company in money funds distributed by Zhongtai Securities shall not exceed RMB4 billion. Projected according to a management fee of 0.25%/year, a sales and service fee of 0.01%/year, and other rates of approximately 0.04%/year, the management fees, sales service fees, or other service charges imposed by Zhongtai Securities on Shandong Energy Finance Company shall not exceed RMB3 million on an annual basis.

The above annual caps are made on the principal assumptions that, for the duration of the projected period, there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the businesses of the Group.

Reasons for and benefits of entering into the Proposed Shandong Energy Financial Services Agreement

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

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settlement services to the Shandong Energy Members by means of charging loan interests and other service fees. At the same time, the Company can integrate financial resources and replace external high-interest loans through the platform of Shandong Energy Finance Company, thereby lowering its financing costs and improving its competitive edge.

In addition, the money fund investment business conducted by Shandong Energy Finance Company falls within the scope of its core business operations. Meanwhile, Zhongtai Securities holds the requisite business licenses and qualifications, giving it professional advantages. The collaboration between the two parties will help expand Shandong Energy Finance Company's cash management channels and, under the strict control of compliance risks and the assurance of fund safety, achieve efficient allocation of existing funds and steady value appreciation.

The Directors (including the independent non-executive Directors) consider that the transactions under the Proposed Shandong Energy Financial Services Agreement (excluding the provision of comprehensive credit facility services) are entered into after arm's length negotiations and based on normal commercial terms, and therefore the terms of such transactions and the proposed caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) consider that the provision of comprehensive credit facility services under the Proposed Shandong Energy Financial Services Agreement is entered into after arm's length negotiations and based on normal commercial terms, and therefore the terms of such transactions and the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Implications under the Listing Rules

Shandong Energy is a controlling shareholder of the Company directly and indirectly holding 52.84% of the issued share capital of the Company as at the Latest Practicable Date, and thus a connected person of the Company under the Listing Rules. Shandong Energy Finance Company is directly owned as to approximately 53.92% equity interests by the Company, and directly and indirectly owned as to approximately 46.08% equity interests by Shandong Energy, Shandong Energy Finance Company is a connected subsidiary of the Company under the Listing Rules. Accordingly, transactions under the Proposed Shandong Energy Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

(i) Deposit services

As the deposit services to be provided by Shandong Energy Finance Company to the Shandong Energy Members under the Proposed Shandong Energy Financial Services Agreement are on normal commercial terms, and

LETTER FROM THE BOARD

no security over the assets of the Group is or will be granted in respect of such services, the deposit services to be provided by Shandong Energy Finance Company to the Shandong Energy Members are fully exempt from reporting, announcement, annual review and Independent Shareholders' approval requirements under Rule 14A.90 of the Listing Rules.

(ii) Comprehensive credit facility services

As the highest applicable percentage ratio with respect to the proposed annual caps in relation to the provision of comprehensive credit facility services under the Proposed Shandong Energy Financial Services Agreement is more than 25% but less than 100%, such transactions, together with the proposed annual caps are subject to reporting, announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. Such transactions also constitute major transactions of the Company and are subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

(iii) Miscellaneous financial services

As all of the relevant applicable percentage ratios with respect to the proposed annual caps in relation to the provision of miscellaneous financial services under the Proposed Shandong Energy Financial Services Agreement are less than 0.1%, such transactions are fully exempt from reporting, announcement, annual review and Independent Shareholders' approval requirements under Rule 14A.76 of the Listing Rules.

(iv) Securities and Financial Product Services

As the highest applicable percentage ratios of the proposed annual caps for the provision of securities and financial product services under the Proposed Shandong Energy Financial Services Agreement exceed 0.1% but are less than 5%, such transactions are subject to reporting, announcement and annual review requirements but are exempt from Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

Proposed Yankuang Energy Financial Services Agreement

On 26 August 2022, Shandong Energy Finance Company entered into the Existing Yankuang Energy Financial Services Agreement with the Company for a term of three years commencing from 1 January 2023 and expiring on 31 December 2025. For details of the Existing Yankuang Energy Financial Services Agreement, please refer to the announcement of the Company dated 26 August 2022 and the circular of the Company dated 12 October 2022.

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On 8 April 2025, Shandong Energy Finance Company entered into the Proposed Yankuang Energy Financial Services Agreement with the Company to renew and supersede the Existing Yankuang Energy Financial Services Agreement on substantially the same terms.

Unless otherwise agreed by the parties in writing, the Proposed Yankuang Energy Financial Services Agreement shall take effect upon execution by the respective legal representative or the authorised representative of the parties and approval by the Board and Independent Shareholders in accordance with the regulatory requirements of the places where the Shares of the Company are listed, with retrospective effect commencing from 1 January 2025 and ending on 31 December 2027. When the Proposed Yankuang Energy Financial Services Agreement becomes effective, (i) the Existing Yankuang Energy Financial Services Agreement would be superseded with effect from 1 January 2025; and (ii) all transactions performed under the Existing Yankuang Energy Financial Services Agreement since 1 January 2025 would be classified as transactions performed under the Proposed Yankuang Energy Financial Services Agreement.

Set out below are the major terms of the Proposed Yankuang Energy Financial Services Agreement:

Date

8 April 2025

Parties

(1) Shandong Energy Finance Company; and
(2) The Company

Major Terms and Pricing Policy

Pursuant to the Proposed Yankuang Energy Financial Services Agreement, Shandong Energy Finance Company shall provide the following financial services to the Group:

(i) Deposit services

Shandong Energy Finance Company shall provide deposit services to the Group in accordance with normal commercial terms with a maximum daily balance (including accrued interests) of not exceeding RMB27 billion during the term of the Proposed Yankuang Energy Financial Services Agreement.

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benchmark interest rate promulgated by the PBOC periodically (if any), and the interest rate offered by the General Commercial Banks for the provision of same type of deposit services.

(ii) Comprehensive credit facility services

Shandong Energy Finance Company shall provide comprehensive credit facilities (including but not limited to loans, bill acceptance and discounting, non-financing guarantees, etc.) to the Group with a maximum daily balance (including accrued interests) of not exceeding RMB30 billion for each of the three years from 2025 to 2027 during the term of the Proposed Yankuang Energy Financial Services Agreement.

The interest rate for the loan to be provided by Shandong Energy Finance Company to the Group shall comply with relevant regulations of the PBOC and be determined on normal commercial terms with reference to the loan benchmark interest rate promulgated by the PBOC periodically (if any), and the interest rate offered by General Commercial Banks for the provision of same type of loan services.

(iii) Miscellaneous financial services

Shandong Energy Finance Company shall provide miscellaneous financial services (including but not limited to bill acceptance and discounting services, financing consultation services, credit certification and consultation and agency services, settlement services including payment and receipt, entrusted loans services and other services) to the Group. The total agency fees, handling fees, or other service fees charged by Shandong Energy Finance Company for the provision of miscellaneous financial services to the Group shall not exceed RMB10 million during the term of the Proposed Yankuang Energy Financial Services Agreement.

The fees for the provision of miscellaneous financial services to the Group shall be charged by Shandong Energy Finance Company according to the prescribed rates determined by the PBOC or the NFRA. If no such prescribed rates are available, the services fees shall be determined on normal commercial terms with reference to the fees charged by General Commercial Banks for the provision of the same type of financial services to the Shandong Energy Members.

Historical Amount, Proposed Annual Caps and Reasons

Set out below are the annual caps and the historical transaction amounts for the two financial years ended 31 December 2023 and 2024 as well as the existing annual cap for the year ended 31 December 2025 under the Existing Yankuang Energy Financial Services Agreement:

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Category	For the year ended 31 December 2023		For the year ended 31 December 2024		For the year ended 31 December 2025
	Annual cap (RMB'000)	Actual amount (RMB'000)	Annual cap (RMB'000)	Actual amount (RMB'000)	Existing annual cap (RMB'000)
Maximum daily balance of deposit	27,000,000	7,640,416	27,000,000	5,142,980	27,000,000
Maximum daily balance of comprehensive credit facility	15,000,000	14,181,063	26,000,000	16,303,240	30,000,000
Aggregate miscellaneous financial services fees	5,000	3,155	8,000	3,700	10,000

As of the Latest Practicable Date, the transaction amount of the continuing connected transactions under the Existing Yankuang Energy Financial Services Agreement is not exceeding the existing annual cap for the financial year ended 31 December 2025.

In 2024, the maximum daily balance of deposits (including accrued interest) provided by Shandong Energy Finance Company to the Group was RMB5,142.98 million. Having considered the following factors, the Board of the Company proposes to adjust the maximum daily balance of the deposits (including accrued interest) under the Yankuang Energy Financial Services Agreement upwards to not more than RMB27.00 billion for each of the years ended 31 December 2025, 31 December 2026 and 31 December 2027, respectively:

(a) with reference to the historical maximum daily balance of deposits during the term of the existing Yankuang Energy Financial Services Agreement;

(b) the maximum daily balance of deposits of Xibei Mining with Shandong Energy Finance Company in 2024 is RMB1,741.28 million. After the acquisition of Xibei Mining by the Group, it is expected that it will continue to deposit funds with Shandong Energy Finance Company and with reference to its historical deposit level and the capital increase arrangement of the acquisitions transactions, it is expected that the maximum daily balance of its deposits with Shandong Energy Finance Company will reach RMB10,800.00 million for each of the years from 2025 to 2027;

(c) given the expected stabilization and recovery of the coal market, coupled with the growth in coal sales revenue driven by the recovering downstream demand, the Group's operating cash inflow is expected to improve, which in turn will lead to a corresponding increase in the Group's capital reserve in Shandong Energy Finance Company.

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(d) the Company will increase the scale of its cash reserves to meet future payment requirements for coal mining and chemical projects as well as potential equity acquisitions.

In 2024, the maximum daily balance of comprehensive credit facility (including accrued interest) provided by Shandong Energy Finance Company to the Group was RMB16,303.24 million. Having considered (i) the historical balances of comprehensive credit facility provided by Shandong Energy Finance Company to the Group for the two years ended 31 December 2024; and (ii) according to the statistics on the credit demand of the Group's subsidiaries, it is expected that there will be new loans, bills, letters of guarantee and other types of financial demand of RMB13.5 billion. Based on the principle of maximizing the protection of shareholders' rights and interests, Shandong Energy Finance Company will firstly satisfy the Company's demand with its credit resources and intends to provide the new subsidiaries with comprehensive credit facility and other types of financial services amounting to RMB13.5 billion. Accordingly, the Board proposed that the maximum daily balance (including accrued interests) of comprehensive credit facility to be provided by Shandong Energy Finance Company to the Group under the Proposed Yankuang Energy Financial Services Agreement shall not exceed RMB30 billion for each of the three years ended 31 December 2025, 31 December 2026 and 31 December 2027.

In 2024, the annual fees for other financial services provided by Shandong Energy Finance Company to the Group amounted to RMB3.70 million. Having considered the Group's needs for various types of financial services such as bills and guarantees, the Board proposed that the maximum annual fees payable for such miscellaneous financial services under the Proposed Yankuang Energy Financial Services Agreement shall not exceed RMB10 million for each of the three years ended 31 December 2025, 31 December 2026 and 31 December 2027.

Reasons for and benefits of entering into the Proposed Yankuang Energy Financial Services Agreement

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

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and corresponding settlement between members; accepting deposits from members; provision of loans and finance leasing to members. Shandong Energy Finance Company is a non-banking financial institution legally established with the approval of the relevant national government authorities.

Through the provision of financial services to the Group, Shandong Energy Finance Company can expand its source of capital through absorbing capitals from the Group, enlarge its business scope, and improve its profitability through providing loan and settlement services to the Group by means of charging loan interests and other service fees. At the same time, the Company can also integrate financial resources and replace external high-interest loans through the platform of Shandong Energy Finance Company, thereby lowering the Company's financing costs and improving its competitive edge. The transactions contemplated under the Proposed Yankuang Energy Financial Services Agreement will not affect the independence of the Company and are in the interests of the Company and the Shareholders.

As the Company directly holds approximately 53.92% of Shandong Energy Finance Company, the Company will also be able to benefit from the profits of Shandong Energy Finance Company.

In addition, since Shandong Energy Finance Company will continue to provide financial services to the Target Company after the completion of the Transactions, the provision of financial services by Shandong Energy Finance Company to the Target Group will constitute a continuing connected transaction of the Company. The entering into of the Proposed Yankuang Energy Financial Services Agreement is conducive to Shandong Energy Finance Company's continued provision of financial services to the Target Company, ensuring that the Target Group can continuously obtain the necessary financial support in the course of business operations, ensuring the continuity and security of its cash flow, and is beneficial to the stable operation of the Target Company.

The Directors (including the independent non-executive Directors) consider that the transactions under the Proposed Yankuang Energy Financial Services Agreement (excluding the provision of deposit services) are entered into after arm's length negotiations and based on normal commercial terms, and therefore the terms of such transactions and the proposed caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) consider that the deposit services under the Proposed Yankuang Energy Financial Services Agreement are entered into after arm's length negotiations and based on normal commercial terms, and therefore the terms of such transactions and the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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Implications under the Listing Rules

Shandong Energy is a controlling shareholder of the Company directly and indirectly holding 52.84% of the issued share capital of the Company as at the Latest Practicable Date, and thus a connected person of the Company under the Listing Rules. Shandong Energy Finance Company is directly owned as to approximately 53.92% equity interests by the Company, and directly and indirectly owned as to approximately 46.08% equity interests by Shandong Energy, Shandong Energy Finance Company is a connected subsidiary of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Proposed Yankuang Energy Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

(i) Deposit services

As the highest applicable percentage ratio with respect to the proposed annual caps in relation to the provision of deposit services under the Proposed Yankuang Energy Financial Services Agreement is more than 5% but less than 25%, such transactions, together with the proposed annual caps are subject to reporting, announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. Such transactions also constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

(ii) Comprehensive credit facility services

As the provision of comprehensive credit facility services under the Proposed Yankuang Energy Financial Services Agreement is on normal commercial terms, and no security over the assets of the Group is or will be granted in respect of such services, the comprehensive credit facility services to be provided by Shandong Energy Finance Company to the Group are fully exempt from reporting, announcement, annual review and Independent Shareholders' approval requirements under Rule 14A.90 of the Listing Rules.

(iii) Miscellaneous financial services

As all of the relevant applicable percentage ratios with respect to the proposed annual caps in relation to the provision of miscellaneous financial services under the Proposed Yankuang Energy Financial Services Agreement are less than 0.1%, such transactions are fully exempt from reporting, announcement, annual review and Independent Shareholders' approval requirements under Rule 14A.76 of the Listing Rules.

LETTER FROM THE BOARD

10. Internal Control Measures

The Group’s sales or procurement departments shall ensure that the terms of all sales and procurement orders comply with the relevant framework agreements, and the relevant departments and personnel shall be satisfied that: (i) all sales or procurement orders have been properly reviewed and approved; (ii) all sales or procurement orders have adopted market prices; and (iii) each relevant transaction is conducted on normal commercial terms;

Prior to the entering into specific implementation agreements, the subsidiaries of the Company are required to fulfill the pre-application procedures in accordance with the Company’s internal management system to have the necessity, reasonableness, fairness, and compliance of the transactions reviewed by the departments responsible for listing compliance, financial management, audit, and risk;

The financial management department of the Company will compile the amounts of continuing connected transactions on a quarterly basis to identify any transactions that may have the risk of exceeding the annual caps; and

The auditors and independent non-executive directors of the Company will conduct an annual review of the continuing connected transactions and confirm in the Company’s annual report that the transactions have been conducted in accordance with the terms and conditions of the relevant framework agreements and pricing policies, are on normal commercial terms or terms no less favorable than those available from independent third parties, and are in the interests of the Company and its shareholders as a whole.

The Directors (including the independent non-executive Directors) consider that the above internal control measures over continuing connected transactions adopted by the Company are appropriate and that the above procedures and measures provide sufficient assurance to the Shareholders that such continuing connected transactions will be properly overseen by the Company.

IV. GENERAL

As Mr. Li Wei, Mr. Liu Jian, Mr. Liu Qiang and Mr. Zhang Haijun are regarded as having material interests in the Transactions and the Proposed Continuing Connected Transactions, they have abstained from voting on the relevant resolutions of the Board for approving (i) the Transaction Documents and the Transactions; and (ii) the Proposed Continuing Connected Transactions Agreements, the Proposed Continuing Connected Transactions and the respective proposed annual caps. Save as disclosed above, none of the other Directors has a material interest in the Transactions and the Proposed Continuing Connected Transactions.

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An Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of (i) the Transaction Documents and the Transactions; and (ii) (a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated thereunder and their respective proposed annual caps, (b) the Proposed Mutual Provision of Labour and Services Agreement, the provision by the Shandong Energy Members of labour and services to the Group thereunder and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, the comprehensive credit facility services thereunder and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement, the deposit services thereunder and the proposed annual caps.

The Company has appointed the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of (i) the Transaction Documents and the Transactions; and (ii)(a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated thereunder and their respective proposed annual caps, (b) the Proposed Mutual Provision of Labour and Services Agreement, the provision by the Shandong Energy Members of labour and services to the Group thereunder and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, the comprehensive credit facility services thereunder and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement, deposit services thereunder and the proposed annual caps.

According to the applicable PRC regulations, the Company also submits the resolutions relating to the Proposed Continuing Connected Transactions Agreements, the Proposed Continuing Connected Transactions and their respective proposed annual caps for the Independent Shareholders' approval at the AGM. To the best of the Directors' knowledge, information and belief, save as disclosed above, no other Shareholder is required to abstain from voting on the relevant resolutions to be proposed at the AGM.

V. AGM

The Original Notice and the Supplemental Notice convening the AGM were despatched on 28 April 2025 and 15 May 2025, respectively.

The following newly-added ordinary resolutions, among others, will be proposed to the Shareholders at the AGM:

LETTER FROM THE BOARD

To consider and approve the proposal on the acquisition of 51% equity interests in Xibei Mining through transfer by agreement and Capital Increase
To consider and approve the proposal to enter into the Continuing Connected Transactions Agreements with the controlling shareholder:

(2.01) To consider and approve the Provision of Materials Supply Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.02) To consider and approve the Mutual Provision of Labour and Services Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.03) To consider and approve the Provision of Insurance Fund Administrative Services Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.04) To consider and approve the Provision of Products, Materials and Asset Leasing Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.05) To consider and approve the Bulk Commodities Sale and Purchase Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.06) To consider and approve the Shandong Energy Group Financial Services Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.07) To consider and approve the Yankuang Energy Financial Services Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.08) To consider and approve the Finance Lease and Factoring Agreement and the transaction caps for 2025-2027 as stipulated therein

(2.09) To consider and approve the Entrusted Management Service Framework Agreement and the transaction caps for 2025-2027 as stipulated therein

Whether or not you are able to attend the AGM in person, you are strongly advised to complete and sign the New Form of Proxy to be despatched on 15 May 2025 in accordance with the instructions printed thereon. For holders of H Shares of the Company, the proxy form shall be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. For holders of A Shares of the Company, the proxy form shall be lodged at the Office of the Secretary to the Board at 949 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC as soon as possible but in any event not later than 24 hours before the time appointed for the holding of the relevant meeting or any adjourned meeting (as the case may be). Completion and return of the New Form of Proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish. For the avoidance of doubt, any holder of treasury shares should abstain from voting in respect of any treasury shares (if any) held by him/her at the AGM.

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As at the Latest Practicable Date, Shandong Energy controlled or was entitled to exercise control over the voting rights in respect of 4,395,142,871 A Shares and 908,756,550 H Shares in the Company, representing, in aggregate, approximately 52.84% of the entire issued share capital of the Company. Shandong Energy and its associates will abstain from voting at the AGM on the ordinary resolutions approving (i) the Transaction Documents and the Transactions; and (ii) the Proposed Continuing Connected Transactions Agreements, the Proposed Continuing Connected Transactions and the proposed annual caps, which will be taken by poll as required under the Listing Rules. As at the Latest Practicable Date, so far as the Directors are aware, other than the aforesaid, no other Shareholder is required to abstain from voting on the aforesaid ordinary resolutions at the AGM.

As at the Latest Practicable Date, Shandong Energy pledged 282,697,893 H Shares to Cinda Securities Co., Ltd. to provide guarantee for the exchangeable corporate bonds issued by Shandong Energy. Save as disclosed above, to the extent that the Company is aware, having made all reasonable enquiries, as at the Latest Practicable Date:

there was no voting trust or other agreement or arrangement or understanding entered into by or binding upon Shandong Energy or its associates, whereby they had or might have temporarily or permanently passed control over the exercise of the voting rights in respect of their Shares in the Company to a third party, whether generally or on a case-by-case basis;
Shandong Energy and its associates were not subject to any obligation or entitlement whereby they had or might have temporarily or permanently passed control over the exercise of the voting right in respect of their Shares in the Company to a third party, whether generally or on a case-by-case basis; and
it was not expected that there would be any discrepancy between the beneficial shareholding interest of Shandong Energy or its associates in the Company and the number of Shares in the Company in respect of which they would control or would be entitled to exercise control over the voting right at the AGM.

VI. CLOSURE OF H SHARE REGISTER OF MEMBERS OF THE COMPANY

Attending the AGM

The H Share register of members of the Company will be closed from Wednesday, 21 May 2025 to Friday, 30 May 2025 (both days inclusive), during which period no transfer of the Company's H Shares will be registered for the purpose of ascertaining the eligibility of Shareholders to attend the AGM (the Record Date is Friday, 30 May 2025). In order to be eligible to attend the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged for registration with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 20 May 2025 for registration. H Shareholders whose names appear on the H Share register of members of the Company maintained by Computershare Hong Kong Investor Services Limited at the close of business on Friday, 30 May 2025 will be eligible to attend the AGM.

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2. Receiving the final dividend

An ordinary resolution will be proposed at the AGM by the Company to approve the payment of the 2024 final cash dividend of RMB0.54 per share (inclusive of tax) to the shareholders based on the number of shares as at the Record Date. The 2024 final cash dividend is expected to be paid on Friday, 11 July 2025.

To determine the identity of the Shareholders entitled to receive the final dividend, the Company’s H Share register of members will be closed from Monday, 9 June 2025 to Tuesday, 17 June 2025 (both days inclusive). In order to be entitled to the final dividend, H Shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant Share certificates with the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 6 June 2025.

VII. RECOMMENDATION OF THE BOARD

The Directors believe that the resolutions set out in the Supplemental Notice of the AGM dated 15 May 2025 are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the AGM.

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 126 to 127 of this circular which contains its recommendation to the Independent Shareholders; and (ii) the letter from the Independent Financial Adviser set out on pages 128 to 196 of this circular which contains its recommendation to the Independent Board Committee and the Independent Shareholders.

VIII. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

IX. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

Yankuang Energy Group Company Limited*

Li Wei

Chairman of the Board

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

亮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)

Registered office:

949 South Fushan Road

Zoucheng

Shandong Province

PRC

Postal Code: 273500

Principal place of business in Hong Kong:

40th Floor, Sunlight Tower

248 Queen's Road East

Wanchai

Hong Kong

15 May 2025

To Shareholders

Dear Sir or Madam,

(1) DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING;

AND

(2) CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company to the Shareholders dated 15 May 2025 ("Circular"), of which this letter forms part. Terms defined therein shall have the same meanings when used in this letter unless the context otherwise requires. We have been appointed by the Board as the Independent Board Committee to advise you as to whether, in our opinion, (i) the Transaction Documents and the Transactions; and (ii)(a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated and the respective proposed annual caps thereunder, (b) the Proposed Mutual Provision of Labour and Services Agreement, the provision by the Shandong Energy Members of labour and services to the Group thereunder and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, the comprehensive credit facility services thereunder

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement, the deposit services thereunder and the proposed annual caps are fair and reasonable in so far as the Independent Shareholders are concerned.

Rainbow Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of (i) the Transaction Documents and the Transactions; and (ii)(a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, the Proposed Finance Lease and Factoring Agreement, the transactions contemplated and the respective proposed annual caps thereunder, (b) the Proposed Mutual Provision of Labour and Services Agreement, the provision by the Shandong Energy Members of labour and services to the Group thereunder and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, the comprehensive credit facility services thereunder and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement, the deposit services thereunder and the proposed annual caps. The letter from Rainbow Capital, which contains its advice, together with the principal factors taken into consideration in arriving at such advice, are set out on pages 128 to 196 of this Circular.

Your attention is also drawn to the "Letter from the Board" set out on pages 9 to 125 of this Circular and the additional information set out in the Appendices to this Circular. Taking into account the letter from Rainbow Capital and its advice contained therein and the terms of the relevant agreements and transactions contemplated thereunder, we are of the view that, (i) the terms of the Transaction Documents and the Transactions, although not conducted in the ordinary and usual course of business of the Group, are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole; and (ii) each of (a) the Proposed Provision of Materials Supply Agreement, the Proposed Provision of Products, Materials and Asset Leasing Agreement, the Proposed Bulk Commodities Sale and Purchase Agreement, and the Proposed Finance Lease and Factoring Agreement, together with the transactions contemplated thereunder and the respective proposed annual caps, (b) the Proposed Mutual Provision of Labour and Services Agreement, including the provision by the Shandong Energy Members of labour and services to the Group and the proposed annual caps, (c) the Proposed Shandong Energy Financial Services Agreement, including the comprehensive credit facility services contemplated thereunder and the proposed annual caps, and (d) the Proposed Yankuang Energy Financial Services Agreement, including the deposit services contemplated thereunder and the proposed annual caps, is on normal commercial terms, in the ordinary and usual course of business, and fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend that the Independent Shareholders vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

Yankuang Energy Group Company Limited*

Peng Suping, Zhu Limin

Woo Kar Tung, Raymond, Zhu Rui

Independent Board Committee

127 -

LETTER FROM RAINBOW CAPITAL

The following is the full text of a letter of advice from Rainbow Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation in this circular.

Rainbow Capital (HK) Limited

15 May 2025

To the Independent Board Committee and the Independent Shareholders

Yankuang Energy Group Company Limited
949 Fushan South Road
Zoucheng City
Shandong Province
the PRC

Dear Sir/Madam,

DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING; AND CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of (i) the Acquisitions and the Capital Increase; and (ii) the Proposed Continuing Connected Transactions (the "Transactions"), details of which are set out in the Letter from the Board (the "Letter from the Board") contained in the circular issued by the Company to the Shareholders dated 15 May 2025 (the "Circular"), of which this letter forms a part of. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

The Acquisitions and the Capital Increase

On 8 April 2025, the Company entered into the Agreement with the Vendors and Xibei Mining, pursuant to which (i) the Company has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, in aggregate 26.00% equity interests (held by Vendor A, Vendor B, Vendor C and Vendor D as to 15.62%, 5.58%, 2.56% and 2.24%, respectively) in Xibei Mining at a consideration of RMB4,748,251,438.63; and (ii) the Company agreed to contribute RMB9,317,604,863.88 to Xibei Mining in cash. Upon completion of the Acquisitions and the Capital Increase, the Company will hold 51% equity interest in Xibei Mining.

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LETTER FROM RAINBOW CAPITAL

As one or more applicable percentage ratios of the Acquisitions and the Capital Increase are more than 5% but all applicable percentage ratios are less than 25%, the Acquisitions and the Capital Increase constitute a discloseable transaction of the Company and subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, Shandong Energy is a controlling shareholder of the Company holding directly and indirectly approximately 52.84% of the issued share capital of the Company and Shandong Energy directly wholly owns the Vendors, and indirectly wholly owns Xibei Mining. In accordance with the Listing Rules, each of the Vendors and Xibei Mining is a connected person of the Company. Hence, the Acquisitions and the Capital Increase also constitute a connected transaction of the Company and is subject to the reporting, announcement, circular and Independent Shareholders' approval under Chapter 14A of the Listing Rules.

The Proposed Continuing Connected Transactions

As (i) the Target Company will become a connected subsidiary of the Company and an associate of Shandong Energy (which is a connected person of the Company) by virtue of Shandong Energy's indirect 49% shareholding in Xibei Mining upon the completion of the Acquisitions and the Capital Increase, the Board envisages that the scope of transactions and annual caps under certain Existing Continuing Connected Transactions Agreements will need to be adjusted; and (ii) the Existing Continuing Connected Transactions Agreements will expire on 31 December 2025 and the parties thereto expect that the continuing connected transactions contemplated thereunder will continue on an ongoing basis, on 8 April 2025, the parties to the Existing Continuing Connected Transactions Agreements entered into the Proposed Continuing Connected Transaction Agreements with Shandong Energy to renew and supersede the Existing Continuing Connected Transaction Agreements. The Proposed Continuing Connected Transaction Agreements are subject to the Independent Shareholders' approval at the AGM.

An Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the Transactions. We, Rainbow Capital, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

As at the Latest Practicable Date, we did not have any relationships or interests with the Group or Shandong Energy that could reasonably be regarded as relevant to our independence. There was no engagement or connection between the Group or Shandong Energy and us in the last two years. Apart from normal professional fees paid or payable to us in connection with this appointment as the Independent Financial Adviser, no other arrangements exist whereby we had received any fees or benefits from the Group or any other party to the Transactions. Accordingly, we are independent from the Company pursuant to the requirement under Rule 13.84 of the Listing Rules and therefore we are qualified to give independent advice in respect of the Transactions.

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LETTER FROM RAINBOW CAPITAL

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied on (i) the information and facts contained or referred to in the Circular; (ii) the information supplied by the Group; (iii) the opinions expressed by and the representations of the Directors and the management of the Group; and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate and complete in all respects as at the date thereof and may be relied upon. We have also assumed that all statements contained and representations made or referred to in the Circular are true at the time they were made and continue to be true as at the Latest Practicable Date and all such statements of belief, opinions and intentions of the Directors and the management of the Group and those as set out or referred to in the Circular were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the management of the Group. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations provided to us by the Directors and the management of the Group are true, accurate, complete and not misleading in all respects at the time they were made and continued to be so until the date of the Circular.

We consider that we have reviewed sufficient information currently available and corroborated and substantiated any public information referred to in this letter to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made or opinion expressed by the Directors and the management of the Group, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Group, the Vendors, Shandong Energy or any of their respective substantial shareholders, subsidiaries or associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation on the terms of the Transactions, we have taken into account the principal factors and reasons set out below:

A. The Acquisitions and the Capital Increase

1. Information of the parties

(i) The Group

The Group is principally engaged in the coal business, coal chemicals and power generation. Set out below is a summary of the consolidated financial information of the Group for the three years ended 31 December 2024 ("FY2022", "FY2023" and "FY2024", respectively) as extracted from the Company's annual reports for FY2023 and FY2024 (the "2023 Annual Report" and the "2024 Annual Report"):

LETTER FROM RAINBOW CAPITAL

(a) Financial performance

| | FY2022
RMB'000
(audited)
(Restated) | FY2023
RMB'000
(audited)
(Restated) | FY2024
RMB'000
(audited) |
| --- | --- | --- | --- |
| Revenue | 176,811,556 | 132,742,542 | 124,534,194 |
| Gross profit | 93,141,486 | 50,586,040 | 41,829,597 |
| Gross profit margin | 52.7% | 38.1% | 33.6% |
| Profit before tax | 62,012,613 | 35,754,003 | 26,867,011 |
| Profit attributable to the Shareholders | 33,227,555 | 19,222,120 | 14,056,067 |

FY2023 compared to FY2022

The Group's revenue decreased by approximately 24.9% from approximately RMB176.8 billion for FY2022 to approximately RMB132.7 billion for FY2023. Such decrease was mainly due to the decrease in revenue generated from the coal business as a result of the decrease in the average coal sales price.

Due to the decrease in revenue and gross profit margin, the Group's gross profit decreased by approximately 45.7% from approximately RMB93.1 billion for FY2022 to approximately RMB50.6 billion for FY2023 and the profit attributable to the Shareholders decreased by approximately 42.2% from approximately RMB33.2 billion for FY2022 to approximately RMB19.2 billion for FY2023.

FY2024 compared to FY2023

The Group's revenue decreased by approximately 6.2% from approximately RMB132.7 billion for FY2023 to approximately RMB124.5 billion for FY2024, which was mainly due to the decrease in revenue generated from coal business as a result of the decrease in the average coal sales price partially offset by the increase in sales volume.

Due to the decrease in revenue and gross profit margin, the Group's gross profit decreased by approximately 17.3% from approximately RMB50.6 billion for FY2023 to approximately RMB41.8 billion for FY2024 and the profit attributable to the Shareholders decreased by approximately 26.9% from approximately RMB19.2 billion for FY2023 to approximately RMB14.1 billion for FY2024.

LETTER FROM RAINBOW CAPITAL

(b) Financial position

	As at 31 December
	2022
RMB'000
(audited)
(Restated)	2023
RMB'000
(audited)
(Restated)	2024
RMB'000
(audited)
Current assets	126,810,019	96,849,109	98,134,615
Non-current assets	248,693,560	255,510,332	258,215,755
Total assets	375,503,579	352,359,441	356,350,370
Current liabilities	131,699,965	123,700,694	117,556,724
Non-current liabilities	101,155,621	111,288,131	106,808,206
Total liabilities	232,855,586	234,988,825	224,364,930
Equity attributable to the Shareholders	85,611,164	55,459,009	58,610,077

As at 31 December 2024, total assets of the Group amounted to approximately RMB356.4 billion, which mainly included (1) intangible assets of approximately RMB59.0 billion, which primarily consisted of mining reserves and mining resources; (2) property, plant and equipment of approximately RMB135.3 billion; and (3) bank balances and cash of approximately RMB30.5 billion.

As at 31 December 2024, total liabilities of the Group amounted to approximately RMB224.4 billion, which mainly included (1) borrowings of approximately RMB110.8 billion; (2) other payables and accrued expenses of approximately RMB40.1 billion; and (3) bills and accounts payables of approximately RMB27.5 billion.

As at 31 December 2024, the Group had equity attributable to the Shareholders of approximately RMB58.6 billion, which remained stable as compared to that as at 31 December 2023.

(ii) Xibei Mining

Xibei Mining was established in December 2021 as a limited liability company in China. It is primarily engaged in coal mining, washing, processing and sales operations, as well as coal-related industry chain businesses including coal chemical production, mine shaft specialization services, coal preparation plant operations, mining equipment maintenance, and technology innovation services within the coal industry.

LETTER FROM RAINBOW CAPITAL

Set out below is the summary of the audited financial information of Xibei Mining for FY2022, FY2023 and the eleven months ended 30 November 2024:

	For the year ended 31 December 2022 RMB'000	For the year ended 31 December 2023 RMB'000	For the eleven months ended 30 November 2024 RMB'000
Revenue	19,551,759	15,918,189	15,780,532
Profit before tax	5,602,757	3,271,202	1,812,743
Profit after tax	4,661,283	2,265,756	1,474,089
Profit attributable to the shareholders	3,392,653	1,420,059	1,229,059
	As at 31 December 2022 RMB'000	As at 31 December 2023 RMB'000	As at 30 November 2024 RMB'000
Total assets	43,873,771	43,278,582	53,427,145
Total liabilities	32,793,518	30,642,713	36,867,539
Net assets	11,080,253	12,635,869	16,559,606

(iii) Shandong Energy and the Vendors

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 Latest Practicable Date, Shandong Energy is the controlling Shareholder of the Company, holding directly and indirectly approximately 52.84% of the issued share capital of the Company, and is hence a connected person of the Company.

Each of the Vendors is a company established in the PRC and a direct wholly-owned subsidiary of Shandong Energy as at the Latest Practicable Date. Vendor A is principally engaged in sales and mining of coal. Each of Vendor B and Vendor D is principally engaged in mining and sales of coal. Vendor C is principally engaged in mining and washing of coal.

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LETTER FROM RAINBOW CAPITAL

2. Reasons for and benefits of the Acquisitions and the Capital Increase

As stated in the Letter from the Board, Xibei Mining is the regional headquarters of Shandong Energy in western China, which is responsible for the operation of the coal business in Shaanxi, Gansu, Shanxi and parts of Inner Mongolia. The injection of coal assets through the Acquisitions and the Capital Increase will be conducive to the reduction of peer competition between the Company and Shandong Energy and promoting the standardisation of operations.

The assets to be injected through the Acquisitions and the Capital Increase are all high-quality assets of Shandong Energy. Upon the completion of the Acquisitions and the Capital Increase, the profitability of the Company will be significantly enhanced, which will be conducive to further enhancing the long-term return to the Shareholders.

The Acquisitions and the Capital Increase are essential to the implementation of the Company's development strategy. Through the integration of Shandong Energy's high-quality coal resources, it will be conducive to further enhancing the Company's coal resources reserves, strengthening the Company's mineral sector and enhancing the Company's core competitiveness.

The scope of the business of Xibei Mining also includes part of coal related industry chain businesses, such as coal chemical, specialized mining operations, and coal preparation plant operation, which are beneficial to the development of the Company's main business.

Based on the above, although the Acquisitions and the Capital Increase are not conducted in the Company's ordinary and usual course of business, we consider that the Acquisitions and the Capital Increase are in the interest of the Company and the Shareholders as a whole.

3. Principal terms of the Transaction Documents

Details of the terms of the Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

Parties

Purchaser: the Company
Vendors: Vendor A;
Vendor B;
Vendor C;
and Vendor D
Target Company: Xibei Mining

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LETTER FROM RAINBOW CAPITAL

Summary of the Acquisition and the Capital Increase

Pursuant to the Agreement, (a) the Company has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, an aggregate of 26% equity interests in Xibei Mining at a consideration of RMB4,748,251,438.63; and (b) the Company will inject capital of RMB9,317,604,863.88 into Xibei Mining in cash.

The Acquisitions

The Capital Increase

Upon completion of the Acquisitions and the Capital Increase, the shareholding structure of Xibei Mining will be as follows:

Name of shareholders	Percentage of shareholding (%)	Capital contribution (RMB)
The Company	51	3,851,020,408.08
Vendor A	49	3,699,999,999.92
Total	100	7,551,020,408.00

For details of other terms of the Agreement, please refer to the Letter from the Board.

LETTER FROM RAINBOW CAPITAL

Our assessment on the Letter of Mineral Right Commitment

On the same date of the entering into of the Agreement, the Company and the Vendors entered into the Letter of Mineral Right Commitment in respect of 14 mineral rights held by the subsidiaries of Xibei Mining. The Letter of Mineral Right Commitment shall take effect when all the following conditions are fulfilled: (i) the official seals of each of the Vendors and the Company are affixed; and (ii) the Agreement is signed and becomes effective. For details of terms of the Letter of Mineral Right Commitment, please refer to the Letter from the Board.

According to the Letter of Mineral Right Commitment, the Company will be able to receive compensation from the Vendors by way of cash in the event that (i) Xibei Mining fails to retain or extend the exploration rights or convert to mining rights; and/or (ii) Xibei Mining is required by the government authorities to make the shortfall payment of the Transfer Fee. In addition, as stated in the Letter from the Board, pursuant to Article (7)(d) of the Agreement entered into between the Vendors and the Company, the Vendors have made various representations and warranties, including that any losses or compensation liabilities arising from defects in title to, or disputes in relation to, assets as at the Closing Date (including land use rights, real estate, mining properties, etc.) shall be borne by the Vendors. In such circumstances, the Vendors will be required to compensate the Company in full and in a timely manner for any losses incurred.

As such, we are of the view that the Letter of Mineral Right Commitment will mitigate the adverse impact on the operation of the coal mines of Xibei Mining and prevent the Group from incurring substantial Transfer Fee. We consider that the Letter of Mineral Right Commitment is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Our assessment on the Letter of Performance Commitment

On the same date of the entering into of the Agreement, the Company and the Vendors entered into the Letter of Performance Commitment, pursuant to which the Vendors agreed to make commitments regarding the operating performance of Xibei Mining in the three years from 2025 to 2027. The Letter of Performance Commitment shall take effect when all the following conditions are fulfilled: (i) the official seals of each of the Vendors and the Company are affixed; and (ii) the Agreement is signed and becomes effective. For details of terms of the Letter of Performance Commitment, please refer to the Letter from the Board.

We are advised by the management of the Company that the Accumulated Committed Net Profit during the Commitment Period of RMB7,121,934,100 is the total of (i) the expected net profit of each subsidiary of Xibei Mining (excluding the net profit generated from the intercompany transactions among the subsidiaries of Xibei Mining) multiplied by (ii) the shareholding percentage in each subsidiary held by Xibei Mining during the Commitment Period.

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LETTER FROM RAINBOW CAPITAL

We have reviewed the profit forecasts as set out in the Asset Valuation Report, and noted that:

(i) the revenue of each subsidiary of Xibei Mining during the Commitment Period is estimated based on the annual production volumes and the estimated coal selling price of each subsidiary. The selling price of coal is estimated with reference to historical selling prices of the coal of each subsidiary or the market price in the region where the coal mine is located if such coal mine has limited operation history;

(ii) the operating costs of each subsidiary of Xibei Mining during the Commitment Period, which mainly consist of cost of materials for the process of coal, cost of utility, labor cost, repairment and maintenance cost of the coal mines, are forecasted with reference to the historical costs incurred by each subsidiary;

(iii) the expenses of each subsidiary of Xibei Mining during the Commitment Period, which mainly consist of selling expenses, administration expenses, research and development expense, are forecasted with reference to the historical expenses incurred by each subsidiary; and

(iv) the income tax expense of each subsidiary of Xibei Mining during the Commitment Period is estimated based on its profit before income tax multiplied by the income tax rate.

Taking into account that (i) there is a risk that Xibei Mining's operating performance may not meet expectations due to the uncertainty of coal price trends in recent years; (ii) Xibei Mining recorded an aggregate net profit attributable to the shareholders of approximately RMB6.0 billion for FY2022, FY2023 and the eleven months ended 30 November 2024 and the Accumulated Committed Net Profit during the Commitment Period exceeds the aggregate net profit for the previous three years; (iii) the Accumulated Committed Net Profit during the Commitment Period is determined based on the profit forecasts performed by the Valuer which we consider to be fair and reasonable; and (iv) the Vendors are required to provide compensation if the Appraised Value at the End of the Commitment Period is less than the appraised value of Xibei Mining as at the Valuation Benchmark Date, we consider the Letter of Performance Commitment is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM RAINBOW CAPITAL

4. Valuation of Xibei Mining

As stated in the Letter from the Board, the consideration of approximately RMB4.75 billion for the Acquisitions was determined after arm's length negotiations between the parties with reference to the appraised value of the entire equity interests of Xibei Mining as at the Valuation Benchmark Date (i.e. 30 November 2024) of approximately RMB25.26 billion (the "Valuation"), less the distribution of RMB7.00 billion declared to the Vendors and then multiplied by 26% (being the percentage of the Target Equity Interests).

The percentage of equity interests of Xibei Mining held by the Company following the Acquisitions and the Capital Increase of approximately RMB9.32 billion was calculated based on the formula below:

$$
\text{Consideration for the Acquisitions (RMB4.75 billion) + Consideration for the Capital Increase (RMB9.32 billion)}
$$

Valuation of entire equity interests of Xibei Mining (RMB25.26 billion) - declared distribution (RMB7.00 billion)
+ Consideration for the Capital Increase (RMB9.32 billion)
= Percentage of equity interests held by the Company upon completion (51%)

In assessing the fairness and reasonableness of the Valuation, we have taken into the following factors:

(i) The qualification and scope of work of the Valuer

We have conducted an interview with the Valuer to enquire to their qualification and experience in valuing similar coal mining companies in the PRC and their independence. We noted that the responsible person of the Valuer has over ten years of experience in conducting valuation and possesses sufficient qualifications and experience for valuating similar assets in the PRC. We have also enquired with the Valuer as to their independence from the Group and Shandong Energy, and were given to understand that the Valuer is independent of the Group and Shandong Energy. The Valuer confirmed that apart from normal professional fees paid or payable to them in connection with their appointment as the Valuer, no arrangements exist whereby they will receive any fees or benefits from the Group and Shandong Energy. We have also reviewed the terms of engagement of the Valuer, in particular to their scope of work. We noted that their scope of work is appropriate to form the opinion required to be given and there are no limitations on the scope of work which might adversely impact on the degree of assurance given by the Valuer in the Asset Valuation Report on Xibei Mining. Based on our discussion with the Valuer, we understand that the Asset Valuation Report on Xibei Mining has been prepared in compliance with the relevant PRC regulatory requirements and professional standards. We have also performed work as required under note (1)(d) to Rule 13.80 of the Listing Rule in relation to the Valuer and its work as regards the Valuation. Based on the above, we are satisfied with the terms of engagement of the Valuer as well as their qualification and experience for performing the Valuation, and we are of the view that the scope of work of the Valuer is appropriate. We therefore consider it appropriate to rely on their work and opinion.

LETTER FROM RAINBOW CAPITAL

(ii) Valuation methodologies

We have reviewed and discussed with the Valuer the methodologies, bases and assumptions adopted for the Valuation and understood that the Valuer has carried out physical inspections and made relevant enquiries for the purpose of valuing Xibei Mining. As stated in the Asset Valuation Report, the Valuer has considered three generally accepted approaches, namely, market approach, income approach and asset-based approach and adopted the asset-based approach in the Valuation due to the following consideration:

(a) Xibei Mining is an investment holding company and its main assets are long-term equity investments. The income approach which requires significant level of unobservable and subjective assumptions may not accurately quantify or ascertain the market value of Xibei Mining;

(b) the market approach is not adopted as (1) there were few transactions in relation to comparable coal mining companies as at the Valuation Benchmark Date and the Valuer is not able to obtain sufficient information for conducting valuation; and (2) the features of Xibei Mining as an unlisted company, including but not limited to business segments, operation, scale, growth potential, operating risks and financial risks, differ from those of the listed coal mining companies; and

(c) the asset-based approach is adopted as each of the assets and liabilities of Xibei Mining is identifiable and the Valuer is able to conduct appropriate valuation for each item.

In addition to the above factors, taking into account that the Valuer has selected appropriate valuation approach and performed valuation for each entity recognised as long-term equity investments as discussed in section headed “(iii) The Valuation” below, we concur with the Valuer that it is fair and reasonable to adopt the asset-based approach in arriving at the market value of Xibei Mining.

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LETTER FROM RAINBOW CAPITAL

(iii) The Valuation

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of Xibei Mining as at the Valuation Benchmark Date:

| | Net book value
RMB'000
a | Appraised value
RMB'000
b | Valuation appreciation/
(depreciation)
RMB'000
c=b-a |
| --- | --- | --- | --- |
| Current assets | 6,325,164 | 6,325,164 | - |
| Non-current assets, including: | 23,864,187 | 35,638,561 | 11,774,374 |
| Long-term equity investments | 21,938,492 | 33,725,141 | 11,786,649 |
| Fixed assets | 48,229 | 35,455 | (12,774) |
| Intangible assets | 558 | 1,057 | 499 |
| Other non-current assets | 1,876,909 | 1,876,909 | - |
| Current liabilities | 8,117,583 | 8,116,411 | (1,172) |
| Non-current liabilities | 8,584,809 | 8,584,809 | - |
| Net assets | 13,486,959 | 25,262,506 | 11,775,546 |

As shown in the table above, the valuation appreciation is mainly derived from the increase in the appraised value of long-term equity investments.

According to China Accounting Standards for Business Enterprises, Xibei Mining shall recognise the investment in the subsidiaries as long-term equity investments. The investment in the subsidiaries is initially recognised at cost. The net book value of the investment in the subsidiaries will not change unless Xibei Mining (a) increases or disposes of its investment in the subsidiaries; or (b) no longer controls the subsidiaries. The measurement of the long-term equity investment does not take into account the changes in the market value of the net asset of the subsidiaries.

The difference between the appraised value and net book value of the long-term equity investments was mainly attributable to the fact that the market value of the net asset of the subsidiaries is higher than the initial investment cost of the long-term equity investments. The net book value of the long-term equity investments remained unchanged since Xibei Mining initially invested in the subsidiaries regardless of (a) profit or loss generated during the subsidiaries' business operation; or (b) any changes occurred in the net asset value or the market value of the net assets of the subsidiaries, whereas the appraised value of the net asset value was determined with reference to the market value of the net asset of the subsidiaries.

LETTER FROM RAINBOW CAPITAL

The following table sets forth the difference between the appraised value and the net book value of Xibei Mining's long-term equity investments as at the Valuation Benchmark Date:

| Company | Shareholding percentage | Net book value
RMB'000
a | Appraised value
RMB'000
b | Valuation appreciation/
(depreciation)
RMB'000
c=b-a | Valuation methodologies |
| --- | --- | --- | --- | --- | --- |
| Shaanxi Zhengtong Coal Industry Co., Ltd.
(“Company A”) | 100.00% | 834,611 | 2,566,703 | 1,732,092 | Asset-based approach |
| Gansu Lingtai Shaozhai Coal Industry Co., Ltd.
(“Company B”) | 100.00% | – | 1,433,556 | 1,433,556 | Asset-based approach |
| Pingliang Wuju Coal Industry Co., Ltd. (“Company C”) | 60.00% | 1,083,281 | 627,306 | (455,975) | Asset-based approach |
| Pingmei Chang’an Energy Development Co., Ltd.
(“Company D”) | 60.00% | 847,865 | 833,970 | (13,896) | Asset-based approach |
| Shaanxi Yingdong Mining Co., Ltd. (“Company E”) | 51.00% | 38,008 | 60,053 | 22,044 | Asset-based approach |
| Shaanxi Changwu Tingnan Coal Industry Co., Ltd.
(“Company F”) | 100.00% | 1,588,327 | 5,104,531 | 3,516,204 | Asset-based approach |
| Inner Mongolia Shuangxin Mining Co., Ltd.
(“Company G”) | 55.00% | 890,979 | 2,614,262 | 1,723,283 | Asset-based approach |
| Shaanxi Boxuan Technology Co., Ltd. (“Company H”) | 100.00% | 176,798 | 194,629 | 17,832 | Income approach |
| Shandong Kanggge Energy Technology Co., Ltd.
(“Company I”) | 49.00% | 55,090 | 64,549 | 9,459 | Income approach |
| Zibo Aike Industrial and Mining Machinery Co., Ltd. (“Company J”) | 100.00% | 90,868 | 222,277 | 131,409 | Asset-based approach |
| Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd. (“Company K”) | 100.00% | 24,986 | 34,549 | 9,564 | Asset-based approach |
| Mayicheng (Beijing) Technology Co., Ltd.
(“Company L”) | 100.00% | 6,000 | 24,624 | 18,624 | Income approach |
| Shaanxi Yongming Coal Mine Co., Ltd.
(“Company M”) | 51.00% | 454,869 | 534,072 | 79,202 | Asset-based approach |

LETTER FROM RAINBOW CAPITAL

Company	Shareholding percentage	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a	Valuation methodologies
Shanxi Longkuang Energy Investment Development Co., Ltd. (“Company N”)	100.00%	732,499	577,095	(155,404)	Asset-based approach
Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. (“Company O”)	51.00%	878,931	1,514,162	635,230	Asset-based approach
Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd. (“Company P”)	35.00%	287,468	105,699	(181,769)	Asset-based approach
Hangjinqi Juneng Energy Co., Ltd. (“Company Q”)	100.00%	5,040,750	5,789,913	749,162	Asset-based approach
Inner Mongolia Huangtaolegai Coal Co., Ltd. (“Company R”)	60.00%	5,714,873	7,423,861	1,708,988	Asset-based approach
Gansu Huanneng Tianjun Energy Co., Ltd. (“Company S”)	55.00%	4,495,050	3,999,332	(495,718)	Asset-based approach
Subtotal		23,241,253	33,725,141
Less: Provision for impairment of long-term equity investment		1,302,761	-
Total		21,938,492	33,725,141	11,786,649

As shown in the table above, the valuation appreciation is mainly derived from the increase in the appraised value of the Company A, the Company B, the Company F, the Company G, the Company J, the Company O, the Company Q and the Company R offset by the decrease in the appraised value of the Company C, the Company D, the Company N, the Company P and the Company S.

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(a) Company A

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company A as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	718,022	717,009	(1,013)
Non-current assets, including:	5,934,323	6,790,664	856,341
Fixed assets	4,979,220	5,271,446	292,226
Construction in progress	17,463	6,881	(10,582)
Intangible assets, including:	774,766	1,349,463	574,697
Land use rights	138,119	197,247	59,128
Mineral rights	633,040	1,143,349	510,309
Other intangible assets	3,607	8,866	5,259
Other non-current assets	162,875	162,875	-
Current liabilities	2,120,895	2,085,876	(35,019)
Non-current liabilities	2,855,094	2,855,094	-
Net assets	1,676,356	2,566,703	890,347

Current assets

The depreciation in the appraised value of current assets is attributable to the decrease in the appraised value of the inventories. The net book value of the inventories is recognised according to their costs while their appraised value is determined with reference to their market value as at the Valuation Benchmark Date. The market price of the finished goods as at the Valuation Benchmark Date is lower than the book cost, resulting in a valuation depreciation of the finished goods.

Fixed assets

The appreciation in the appraised value of fixed assets is mainly attributable to the decrease in the appraised depreciation as the useful life of fixed assets adopted by the Valuer (the "Valuation Useful life") is longer than the accounting useful life.

LETTER FROM RAINBOW CAPITAL

The following table sets out the Valuation Useful Life and the accounting useful life of the fixed assets by category:

| | Accounting useful life
Number of years | Valuation Useful life
Number of years |
| --- | --- | --- |
| Buildings | 20-40 | 40-60 |
| Structures | 20-30 | 20-50 |
| Machinery and Equipment | 3-20 | 6-20 |
| Electronic equipment | 3-10 | 5-15 |
| Vehicles | 4-8 | 15-20 |

The Valuation Useful life is the period over which an asset is still economically useful. This period is usually longer than the accounting useful life because it takes into account not only the physical loss of the assets (e.g. wear and tear, ageing) but also factors such as changes in the market value of the assets and technological advance. The accounting useful life is the period over which the cost of assets is gradually written down as an expense over its useful life in accordance with accounting standards. The accounting useful life is usually shorter and focuses mainly on the physical life of the assets and legal requirements, without considering the impact of changes in the market value of the assets and technological advance.

We are advised by the Valuer that the Valuation Useful Life is determined taking into account the following factors: (1) the designed economic useful life; (2) the structures and materials of the assets that affect their durability; (3) the environment in which the assets are used; and (4) the maintenance conditions. On the other hand, the accounting useful life is based on the expected period of use of the fixed assets by the company.

Given that the Valuation Useful Life is assessed based on the latest situation of the fixed assets and reflects the period during which the fixed assets are able to provide economic benefits to the company, we consider that it is fair and reasonable to adopt the Valuation Useful Life to appraise the market value of the fixed assets.

Construction in progress

The depreciation in the appraised value of construction in progress is due to the fact that certain construction in progress was completed as at the Valuation Benchmark Date and was valued as fixed assets.

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Land use rights

The appreciation in the appraised value of land use rights is mainly due to the increase in market price since the acquisition of land use rights by the Company A.

Mineral rights

The Company A’s Mineral rights include its mining rights for Gaojiabao Coal Mine and the coal capacity quotas acquired by the Company A.

For the details of our assessment of the appraised value of the Company A’s mining rights for Gaojiabao Coal Mine, please refer to the section headed “(iv) Mineral rights valuation”.

Regarding the coal capacity quotas acquired by the Company A, as there is a domestic trading market for coal capacity quotas and sufficient transaction data of comparable assets can be obtained, the Valuer has adopted the market approach to value the coal capacity quotas. We have obtained and reviewed the comparable transactions collected by the Valuer and noted the average market price for the three years ended 31 December 2024 was approximately RMB90.0 per ton, which is in line with the market price adopted by the Valuer for the valuation. As such, we consider the valuation of the coal capacity quotas acquired by the Company A to be fair and reasonable.

Other intangible assets

The appreciation in the appraised value of other intangible assets is due to that the valuation of software is determined based on the latest market price which is higher than the net book value.

Current liabilities

The depreciation in the appraised value of current liabilities is due to the decrease in employee benefits payable. Considering that employee education funds are accrued expenses and not actual liabilities as at Valuation Benchmark Date, employee education funds are valued at nil.

Conclusion on the appraised value of the net assets for the Company A

Based on the above assessments, we are of the view that the appraised value of the net assets of the Company A is fair and reasonable.

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LETTER FROM RAINBOW CAPITAL

(b) Company B

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company B as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	233,886	233,944	58
Non-current assets, including:	2,940,263	4,004,694	1,064,431
Fixed assets	2,642,204	2,672,377	30,173
Construction in progress	33,004	33,004	-
Intangible assets, including:	71,762	1,106,020	1,034,258
Land use rights	34,658	56,761	22,103
Mineral rights	34,139	1,045,992	1,011,853
Other intangible assets	2,964	3,266	302
Other non-current assets	193,294	193,294	-
Current liabilities	1,156,220	1,144,084	(12,136)
Non-current liabilities	1,660,999	1,660,999	-
Net assets	356,931	1,433,556	1,076,624

The appreciation in the appraised value of the net assets of the Company B is mainly derived from the increase in the appraised value of the mineral rights.

Mineral rights

The Company B's Mineral rights include its mining rights for Shaozhai Coal Mine and the coal capacity quotas acquired by the Company B.

For the details of our assessment of the appraised value of the Company B's mining rights for Shaozhai Coal Mine, please refer to the section headed "(iv) Mineral rights valuation".

Regarding the coal capacity quotas acquired by the Company B, the appraised value has been calculated based on the average market price of RMB90.0 per ton for the three years ended 31 December 2024.

LETTER FROM RAINBOW CAPITAL

Conclusion on the appraised value of the net assets for the Company B

Based on the above assessments, we are of the view that the appraised value of the net assets of the Company B is fair and reasonable.

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company C as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	361,351	361,424	73
Non-current assets, including:	5,403,235	5,403,235	-
Fixed assets	3,561,533	2,762,036	(799,496)
Construction in progress	225,712	248,589	22,876
Intangible assets, including:	1,496,568	2,273,189	776,620
Land use rights	13,631	60,912	47,281
Mineral rights	1,482,937	2,212,272	729,335
Other intangible assets	-	4	4
Other non-current assets	119,422	119,422	-
Current liabilities	1,162,174	1,158,154	(4,020)
Non-current liabilities	3,560,995	3,560,995	-
Net assets	1,041,417	1,045,510	4,093

The appreciation in the appraised value of the net assets of the Company C is mainly derived from the increase in mineral rights offset by the decrease in fixed assets.

Fixed assets

The depreciation in the appraised value of fixed assets is mainly attributable to the decrease in appraised replacement cost of certain fixed assets as a result of (1) the decrease in purchase price of equipment and vehicles as at the Valuation Benchmark Date; and (2) the book value of certain fixed assets consisted of excessive capitalised expenses due to overlong construction period.

LETTER FROM RAINBOW CAPITAL

Mineral rights

The Company C's Mineral rights include its mining rights for Wuju Coal Mine and the coal capacity quotas acquired by the Company C.

For the details of our assessment of the appraised value of the Company C's mining rights for Wuju Coal Mine, please refer to the section headed "(iv) Mineral rights valuation".

Regarding the coal capacity quotas acquired by the Company C, the appraised value has been calculated based on the average market price of RMB90.0 per ton for the three years ended 31 December 2024.

Conclusion on the appraised value of the net assets for the Company C

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company C is fair and reasonable.

(d) Company D

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company D as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	24,778	24,778	-
Non-current assets, including:	2,128,655	2,842,700	714,045
Long-term equity investments	51,926	52,091	165
Fixed assets	380	787	407
Construction in progress	333,962	332,615	(1,347)
Intangible assets, including:	1,653,174	2,367,995	714,821
Land use rights	23,723	34,466	10,743
Mineral rights	1,629,365	2,333,392	704,027
Other intangible assets	86	137	51
Other non-current assets	89,213	89,213	-
Current liabilities	1,472,200	1,471,938	(262)
Non-current liabilities	11,920	5,590	(6,330)
Net assets	669,313	1,389,950	720,637

LETTER FROM RAINBOW CAPITAL

The appreciation in the appraised value of the net assets of the Company D is mainly derived from the increase in the appraised value of the mineral rights.

Mineral rights

The Company D’s Mineral rights include its mining rights for Yangjiaping Coal Mine and the coal capacity quotas acquired by the Company D.

For the details of our assessment of the appraised value of the Company D’s mining rights for Yangjiaping Coal Mine, please refer to the section headed “(iv) Mineral rights valuation”.

Regarding the coal capacity quotas acquired by the Company D, the appraised value has been calculated based on the average market price of RMB90.0 per ton for the three years ended 31 December 2024.

Conclusion on the appraised value of the net assets for the Company D

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company D is fair and reasonable.

(e) Company F

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company F as at the Valuation Benchmark Date:

LETTER FROM RAINBOW CAPITAL

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	951,416	951,642	226
Non-current assets, including:	1,486,697	5,562,975	4,076,278
Fixed assets	1,148,070	2,628,056	1,479,986
Construction in progress	37,630	38,089	459
Intangible assets, including:	171,271	2,768,676	2,597,405
Land use rights	25,901	85,017	59,116
Mineral rights	143,547	2,673,444	2,529,897
Other intangible assets	1,823	10,214	8,391
Other non-current assets	129,725	128,154	(1,572)
Current liabilities	1,362,955	1,323,706	(39,250)
Non-current liabilities	96,857	86,380	(10,477)
Net assets	978,300	5,104,531	4,126,231

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the fixed assets and the increase in the appraised value of the mineral rights.

Fixed assets

The appreciation in the appraised value of fixed assets is mainly attributable to (1) the increase in appraised replacement cost of certain fixed assets as the labour and material costs have increased from the construction period of such buildings and structures to the Valuation Benchmark Date; and (2) the decrease in appraised depreciation as the Valuation Useful life is longer than the accounting useful life. The appraised value of buildings and structures is calculated based on the replacement cost as at the Valuation Benchmark Date multiplied by the comprehensive newness rate. The replacement cost mainly consists of labour and material costs, upfront and other costs and capital costs. For our analysis of the Valuation Useful life, please refer to the subsection headed "(a) Company A" above.

Mineral rights

The Company F's Mineral rights include its mining rights for Tingnan Coal Mine. For the details of our assessment of the appraised value of the Company F's mining rights for Tingnan Coal Mine, please refer to the section headed "(iv) Mineral rights valuation".

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Conclusion on the appraised value of the net assets for the Company F

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company F is fair and reasonable.

(f) Company G

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company G as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	1,087,985	1,087,722	(263)
Non-current assets, including:	1,031,894	4,553,422	3,521,528
Fixed assets	596,629	2,021,301	1,424,671
Construction in progress	124,494	125,189	695
Intangible assets, including:	258,207	2,355,716	2,097,510
Land use rights	100,474	118,634	18,160
Mineral rights	151,459	2,224,200	2,072,741
Other intangible assets	6,273	12,881	6,608
Other non-current assets	52,565	51,217	(1,348)
Current liabilities	928,727	872,360	(56,366)
Non-current liabilities	24,569	15,581	(8,988)
Net assets	1,166,584	4,753,203	3,586,620

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the fixed assets and the increase in the appraised value of the mineral rights.

Fixed assets

The appreciation in the appraised value of fixed assets is mainly attributable to (1) the increase in appraised replacement cost of certain fixed assets as the labour and material costs have increased from the construction period of such buildings and structures to the Valuation Benchmark Date and the increase in purchase price of certain equipment as at the Valuation Benchmark Date; and (2) the decrease in appraised depreciation as the Valuation Useful life is longer than the accounting useful life. For our analysis of the Valuation Useful life, please refer to the subsection headed “(a) Company A” above.

LETTER FROM RAINBOW CAPITAL

Mineral rights

The increase in the appraised value of mineral rights is mainly due to the increase in the Company G's mining rights for Yangjiacun Coal Mine.

For the details of our assessment of the appraised value of the Company G's mining rights for Yangjiacun Coal Mine, please refer to the section headed "(iv) Mineral rights valuation".

Conclusion on the appraised value of the net assets for the Company G

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company G is fair and reasonable.

(g) Company J

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company J as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	501,621	504,343	2,723
Non-current assets, including:	119,616	171,725	52,108
Fixed assets	112,876	150,314	37,438
Construction in progress	1,983	1,983	-
Intangible assets, including:	4,097	18,768	14,670
Land use rights	3,950	4,364	414
Mineral rights	-	-	-
Other intangible assets	148	14,404	14,256
Other non-current assets	659	659	-
Current liabilities	444,754	442,599	(2,154)
Non-current liabilities	11,192	11,192	-
Net assets	165,292	222,277	56,985

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the fixed assets and the increase in the appraised value of the other intangible assets.

LETTER FROM RAINBOW CAPITAL

Fixed assets

The appreciation in the appraised value of fixed assets is mainly attributable to (1) the increase in appraised replacement cost of certain fixed assets as the labour and material costs have increased from the construction period of such buildings and structures to the Valuation Benchmark Date and the increase in purchase price of certain equipment as at the Valuation Benchmark Date; and (2) the decrease in appraised depreciation as the Valuation Useful life is longer than the accounting useful life. For our analysis of the Valuation Useful life, please refer to the subsection headed “(a) Company A” above.

Other intangible assets

The increase in the appraised value of other intangible assets is due to that certain patents, software copyrights, trademarks and art works owned by the Company J are off-balance-sheet assets. The Valuer has included such off-balance-sheet assets in the valuation of the Company J.

Conclusion on the appraised value of the net assets for the Company J

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company J is fair and reasonable.

(h) Company N

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company N as at the Valuation Benchmark Date:

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	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	622,455	622,455	-
Non-current assets, including:	625,166	962,534	337,368
Long-term equity investments	600,462	937,756	337,294
Fixed assets	290	364	74
Construction in progress	-	-	-
Intangible assets, including:	-	-	-
Land use rights	-	-	-
Mineral rights	-	-	-
Other intangible assets	-	-	-
Other non-current assets	24,415	24,415	-
Current liabilities	1,001,544	999,144	(2,400)
Non-current liabilities	8,750	8,750	-
Net assets	237,328	577,095	339,768

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the long-term equity investments.

The long-term equity investments mainly represent the Company N's 29% equity interest in the Company O and 20% equity interest in the Company P. For the details of our assessment of the appraised value of the net assets for the Company O and the Company P, please refer to the section headed “(iii) The Valuation – (i) Company O” and “(iii) The Valuation – (j) Company P”, respectively.

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company N is fair and reasonable.

(i) Company O

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company O as at the Valuation Benchmark Date:

LETTER FROM RAINBOW CAPITAL

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	1,231,038	1,231,038	-
Non-current assets, including:	1,420,778	2,571,230	1,150,452
Fixed assets	660,621	878,451	217,830
Construction in progress	-	-	-
Intangible assets, including:	426,011	1,358,633	932,623
Land use rights	-	-	-
Mineral rights	426,011	1,358,456	932,445
Other intangible assets	-	177	177
Other non-current assets	334,146	334,146	-
Current liabilities	694,690	681,865	(12,825)
Non-current liabilities	151,458	151,458	-
Net assets	1,805,667	2,968,944	1,163,277

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the fixed assets and the appraised value of the mineral rights.

Fixed assets

The appreciation in the appraised value of fixed assets is mainly attributable to the decrease in appraised depreciation as the Valuation Useful life is longer than the accounting useful life. For our analysis of the Valuation Useful life, please refer to the subsection headed “(a) Company A” above.

Mineral rights

The Company O's Mineral rights include its mining rights for Daheng Coal Mine. For the details of our assessment of the appraised value of the Company O's mining rights for Daheng Coal Mine, please refer to the section headed " (iv) Mineral rights valuation".

Conclusion on the appraised value of the net assets for the Company O

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company O is fair and reasonable.

LETTER FROM RAINBOW CAPITAL

(j) Company P

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company P as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	205,819	205,090	(729)
Non-current assets, including:	804,957	1,200,600	395,642
Fixed assets	424,417	544,189	119,772
Construction in progress	18,407	18,407	-
Intangible assets, including:	116,471	392,342	275,871
Land use rights	-	-	-
Mineral rights	116,471	392,325	275,853
Other intangible assets	-	17	17
Other non-current assets	245,662	245,662	-
Current liabilities	1,021,955	1,016,783	(5,172)
Non-current liabilities	28,752	28,752	-
Net assets	(39,930)	360,155	400,085

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the fixed assets and the appraised value of the mineral rights.

Fixed assets

Mineral rights

The appreciation in the appraised value of the Company P's Mineral rights is due to the increase in its mining rights for Wangtian Coal Mine. For the details of our assessment of the appraised value of the Company P's mining rights for Wangtian Coal Mine, please refer to the section headed "(iv) Mineral rights valuation".

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Conclusion on the appraised value of the net assets for the Company P

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company P is fair and reasonable.

(k) Company Q

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company Q as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	274,588	274,588	-
Non-current assets, including:	2,522,310	6,527,822	4,005,512
Fixed assets	3,042	26,436	23,394
Construction in progress	513,212	513,173	(40)
Intangible assets, including:	2,006,055	5,988,213	3,982,157
Land use rights	55,494	56,040	546
Mineral rights	1,950,550	5,932,160	3,981,610
Other intangible assets	11	12	1
Other non-current assets	-	-	-
Current liabilities	171,220	170,666	(554)
Non-current liabilities	841,831	841,831	-
Net assets	1,783,847	5,789,913	4,006,066

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the mineral rights.

Fixed assets

LETTER FROM RAINBOW CAPITAL

Mineral rights

The Company Q's Mineral rights include its mining rights for Youfanghao Coal Mine and the coal capacity quotas acquired by the Company Q. For the details of our assessment of the appraised value of the Company Q's mining rights for Youfanghao Coal Mine, please refer to the section headed "(iv) Mineral rights valuation".

Conclusion on the appraised value of the net assets for the Company Q

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company Q is fair and reasonable.

(1) Company R

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company R as at the Valuation Benchmark Date:

	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	1,181,977	1,188,737	6,760
Non-current assets, including:	6,588,414	15,568,849	8,980,435
Fixed assets	3,588,896	6,111,640	2,522,744
Construction in progress	-	-	-
Intangible assets, including:	2,659,984	9,117,913	6,457,930
Land use rights	269,710	236,819	(32,891)
Mineral rights	2,374,546	8,863,457	6,488,911
Other intangible assets	15,727	17,638	1,911
Other non-current assets	339,535	339,295	(239)
Current liabilities	1,939,615	1,867,210	(72,405)
Non-current liabilities	2,518,230	2,517,274	(956)
Net assets	3,312,545	12,373,102	9,060,556

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the fixed assets and the appraised value of the mineral rights.

LETTER FROM RAINBOW CAPITAL

Fixed assets

The appreciation in the appraised value of fixed assets is mainly attributable to (1) the inclusion of newly completed constructions; (2) the increase in the appraised replacement cost of certain fixed assets as a result of the increase in the purchase price of such equipment from the date of purchase to the Valuation Benchmark Date; and (3) the decrease in appraised depreciation as the Valuation Useful life is longer than the accounting useful life. For our analysis of the Valuation Useful life, please refer to the subsection headed “(a) Company A” above.

Mineral rights

The appreciation in the appraised value of the Company R’s Mineral rights is mainly due to the increase in its mining rights for Bayangaole Coal Mine. For the details of our assessment of the appraised value of the Company R’s mining rights for Bayangaole Coal Mine, please refer to the section headed “(iv) Mineral rights valuation”.

Conclusion on the appraised value of the net assets for the Company R

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company R is fair and reasonable.

(m) Company S

The following table sets forth the difference between the appraised value and the net book value of the assets and liabilities of the Company S as at the Valuation Benchmark Date:

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	Net book value RMB'000 a	Appraised value RMB'000 b	Valuation appreciation/ (depreciation) RMB'000 c=b-a
Current assets	129,118	128,170	(949)
Non-current assets, including:	7,279,126	8,753,904	1,474,778
Fixed assets	1,282,239	909,498	(372,741)
Construction in progress	1,014,484	665,897	(348,588)
Intangible assets, including:	4,979,435	7,178,259	2,198,825
Land use rights	14,268	24,899	10,631
Mineral rights	4,963,658	7,152,183	2,188,524
Other intangible assets	1,508	1,178	(330)
Other non-current assets	2,968	250	(2,718)
Current liabilities	917,959	916,514	(1,445)
Non-current liabilities	694,046	694,046	-
Net assets	5,796,238	7,271,513	1,475,275

The appreciation in the appraised value of net assets is mainly derived from the increase in the appraised value of the mineral rights offset by the decrease in the appraised value of the fixed assets and construction in progress.

Fixed assets

The depreciation in the appraised value of fixed assets is mainly attributable to (1) net book value of certain construction was overestimated since excessive expenses were capitalised as a result of overlong construction period and were hence revalued; (2) the decrease in the appraised replacement cost of certain fixed assets as a result of the decrease in the purchase price of such equipment from the date of purchase to the Valuation Benchmark Date.

Construction in progress

The depreciation in the appraised value of construction in progress is mainly attributable to that (1) certain terminated construction in progress without use value were valued at nil; and (2) unreasonable expenses were capitalised and were hence excluded in the appraised value.

Mineral rights

The Company S's Mineral rights include its mining rights for Liuyuanzi Coal Mine and exploration rights for Mafuchuan Jingtian and Maojiachuan Jingtian. For the details of our assessment of the

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appraised value of the Company S's mining rights and exploration rights, please refer to the section headed “(iv) Mineral rights valuation”.

Conclusion on the appraised value of the net assets for the Company S

Based on the above assessments, we are of the view that the appraised value of the net assets for the Company S is fair and reasonable.

(iv) Mineral rights valuation

Taking into account that (a) the coal resources are under normal operation; and (b) the remaining mineral reserves, the coal-mining productivity and the sales volume of coal products can be reasonably estimated, the Valuer has adopted discounted cash flow method in assessing the market value of mineral rights held by the long-term equity investment entities.

The following table sets forth the appraised value of mineral rights held by the long-term equity investment entities:

Name of the coal mines	Owner	Nature of mineral rights	Appraised value RMB'000
Gaojiabao Coal Mine	Company A	Mining rights	1,038,460
Shaozhai Coal Mine	Company B	Mining rights	944,101
Wuju Coal Mine	Company C	Mining rights	1,988,110
Yangjiaping Coal Mine	Company D	Mining rights	1,640,298
Tingnan Coal Mine	Company F	Mining rights	2,605,516
Yangjiacun Coal Mine	Company G	Mining rights	2,139,290
Yongming Coal Mine	Company M	Mining rights	463,057
Daheng Coal Mine	Company O	Mining rights	1,358,456
Wangtian Coal Mine	Company P	Mining rights	628,568
Youfanghao Coal Mine	Company Q	Mining rights	5,465,113
Bayangaole Coal Mine	Company R	Mining rights	9,509,701
Liuyuanzi Coal Mine	Company S	Mining rights	806,685
Mafuchuan Jingtian	Company S	Exploration rights	4,159,499
Maojiachuan Jingtian	Company S	Exploration rights	2,185,999

The appraised value of the mineral rights is determined with reference to (a) the remaining mineral reserves; (b) the estimated revenue and operating costs; and (c) the estimated capital expenditure by using discounted cash flow method.

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Revenue

The revenue of each mineral right is forecasted based on the annual production volume and the estimated coal selling price. The following table sets forth the breakdown of the forecasted revenue of each mineral right:

Name of the coal mines	Approved annual production capacity thousand tons a	Production rate b	Production volume thousand tons c=a*b	Selling price RMB per ton d	Forecasted revenue RMB' 000 e=c*d
Gaojiabao Coal Mine	4,500.0	97.94%	4,407.3	659	2,904,410.7
Shaozhai Coal Mine	2,400.0	97.79%	2,346.9	610	1,431,582.0
Wuju Coal Mine	3,000.0	80.36%	2,410.8	626	1,509,160.8
Yangjiaping Coal Mine	5,000.0	80.68%	4,034.0	655	2,642,556.5
Tingnan Coal Mine	4,500.0	98.04%	4,411.8	623	2,748,551.4
Yangjiacun Coal Mine	6,000.0	97.48%	5,848.8	332	1,941,801.6
Yongming Coal Mine	450.0	100.00%	450.0	815	366,750.0
Daheng Coal Mine	3,000.0	97.88%	2,936.3	441	1,294,901.0
Wangtian Coal Mine	1,800.0	85.13%	1,532.3	662	1,014,409.1
Youfanghao Coal Mine	5,000.0	88.36%	4,418.0	535	2,366,097.5
Bayangaole Coal Mine	8,000.0	98.52%	7,881.6	546	4,303,353.6
Liuyuanzi Coal Mine	1,800.0	82.42%	1,483.6	566	839,695.0
Mafuchuan Jingtian	5,600.0 (Note)	85.29%	4,776.2	651	3,109,306.2
Maojiachuan Jingtian	4,900.0 (Note)	87.22%	4,273.8	633	2,705,315.4

Note: The designed annual production capacity of Mafuchuan Jingtian and Maojiachuan Jingtian is 8.0 million tons and 7.0 million tons respectively, while their regular annual production capacity is 5.6 million tons and 4.9 million tons respectively.

We have reviewed the calculation of the forecasted revenue of each mine. We were given to understand that (a) the annual production volume is determined based on the approved annual production capacity of each mine and the production rate after coal washing; (b) the production rate is estimated based on the average historical production rate for the three years ended 31 December 2023 and the eleven months ended 30 November 2024 or the designed production rate if the mine has limited operation history; and (c) the selling price is estimated based on the average historical selling prices or the market price in the region where the mine is located for the four years ended 31 December 2023 and the eleven months ended 30 November 2024. Given the

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revenue is generally forecasted with reference to the actual historical data and the approved annual production capacity, we consider the forecasted revenue to be fair and reasonable.

Operating costs

The operating costs of each mining right consist of production costs, administrative expenses, R&D expenses and marketing expenses, excluding depreciation and amortisation. The table below sets forth the breakdown of the forecasted operating costs of each mineral right:

Name of the coal mines	Approved annual production capacity thousand tons a	Unit operating costs RMB per ton b	Annual operating costs RMB'000 c=a*b
Gaojiabao Coal Mine	4,500	396.31	1,783,402.1
Shaozhai Coal Mine	2,400	373.52	896,445.3
Wuju Coal Mine	3,000	252.90	758,709.7
Yangjiaping Coal Mine	5,000	209.26	1,046,301.0
Tingnan Coal Mine	4,500	378.09	1,701,420.3
Yangjiacun Coal Mine	6,000	181.39	1,088,336.9
Yongming Coal Mine	450	491.10	220,993.8
Daheng Coal Mine	3,000	250.51	751,533.1
Wangtian Coal Mine	1,800	356.30	641,338.5
Youfanghao Coal Mine	5,000	155.47	777,354.8
Bayangaole Coal Mine	8,000	260.58	2,084,674.6
Liuyuanzi Coal Mine	1,800	256.22	461,195.2
Mafuchuan Jingtian	5,600	207.00	1,159,173.9
Maojiachuan Jingtian	4,900	231.07	1,132,231.7

Total operating costs are calculated by multiplying the unit operating costs by the approved annual production capacity. We have obtained and reviewed the calculation of the forecasted operating costs of each mine and we noted that unit operating costs are estimated by reference to (a) the average historical unit operating costs per ton of raw coal for the year ended 31 December 2023 and the eleven months ended 30 November 2024; or (b) the development plans for the coal mines with limited operation history; or (c) feasibility reports for the coal mines under exploration. As such, we consider the forecasted operating costs to be fair and reasonable.

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Capital expenditure

The total capital expenditure of each mining right is estimated based (a) the capital expenditure for updating the existing fixed assets and intangible assets which is calculated based on the appraised value of fixed assets and intangible assets and their remaining useful life; (b) the further capital expenditure required for existing construction in progress; and (c) the long-term deferred expenses.

Discount rate

The discount rate of 7.62% to 8.07% is determined with reference to (a) the risk-free rate of 2.02%, which is the yield on the PRC government bonds which will expire after ten years from the Valuation Benchmark Date; and (b) the risk premium. The risk premium is determined with reference to (a) the exploration and development risk premium of 0.60% to 1.05%; (b) the industry risk premium of 2.00%; (c) the financial risk premium of 1.50%; and (d) other unsystematic risk premium of 1.50%.

We have reviewed the Guidance on Mining Rights Appraisal Parameters (礦業權評估參數確定指導意見) which is published by China Association of Mineral Resources Appraisers (中國礦業權評估師協會), an industry association established with the approval of the then Ministry of Land and Resources of the PRC(中華人民共和國國土資源部) and the Ministry of Civil Affairs of the PRC(中華人民共和國民政部) in 2006, and noted the risk premium adopted by the Valuer is within the guideline range for each type of risk associated with each mining right.

Based on the above assessments, we are of the view that the appraised value of the mineral rights is fair and reasonable.

(v) Conclusion

Based on the above, we are of the view that the Valuation is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

5. Financial effect of the Acquisitions and the Capital Increase

Upon completion of the Acquisitions and the Capital Increase, the Company will hold 51% equity interest in Xibei Mining and the financial results of Xibei Mining will be consolidated into the consolidated financial statements of the Group. For the eleven months ended 30 November 2024, Xibei Mining recorded revenue and net profit attributable to the shareholders of approximately RMB15,781 million and RMB1,229 million respectively. As at 30 November 2024, Xibei Mining had total assets and net assets of approximately RMB53,427 million and RMB16,560 million respectively. Upon completion of the Acquisitions and the Capital Increase, the profitability of

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the Company will be enhanced. As stated in the Letter from the Board, upon completion of the Acquisitions and the Capital Increase, the Company's resources used in the valuation will increase by approximately 6,352 million tons, the recoverable reserves will increase by approximately 3,651 million tons, and the Company's coal production capacity will increase by approximately 30.00 million tons.

B. Proposed Continuing Connected Transactions

1. Information of the parties

For details of the information of the Group and Shandong Energy, please refer to the section headed "A. The Acquisitions and the Capital Increase – 1. Information of the parties" above.

Shandong Energy Finance Company is directly owned as to approximately 53.92% by the Company, directly and indirectly owned as to approximately 46.08% by Shandong Energy. The principal businesses of Shandong Energy Finance Company include provision of guarantee between members; provision of entrusted loans between members; provision of bill acceptance and discount services to members; provision of internal fund transfer and settlement services and corresponding settlement and clearing planning to members; accepting deposits from members; provision of loans and finance leasing to members. Shandong Energy Finance Company is a non-banking financial institution legally established with the approval of NFRA.

2. Proposed Provision of Materials Supply Agreement

(i) Reasons for and benefits of the entering into the Proposed Provision of Materials Supply Agreement

Since the Shandong Energy Members will continue to provide materials to Xibei Mining after completion of the Acquisitions and the Capital Increase, the Board proposed to enter into the Proposed Provision of Materials Supply Agreement to renew and supersede the Existing Provision of Materials Supply Agreement.

The Group requires stable suppliers of mining production materials for steady business expansion. Certain materials provided by Shandong Energy Members are better in quality than those provided by external suppliers and it is rather difficult for the Group to source materials with comparable quality, specifications and value from other external suppliers. Furthermore, since Shandong Energy Members' production sites are close to the Group's coal mines and factories, the transportation of such materials is convenient and at a relatively lower cost.

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At the same time, Xibei Mining has been procuring materials from the Shandong Energy Members every year. Such transactions will continue after completion of the Acquisitions and the Capital Increase in order to maintain the stable operations of Xibei Mining, which is in line with the Company's production and operation and further business integration needs.

Based on the above, we consider that entering into the Proposed Provision of Materials Supply Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Provision of Materials Supply Agreement

Details of the terms of the Proposed Provision of Materials Supply Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

On or before 30 November each year, the Company may provide to Shandong Energy an annual assessment of the supplies or services that it requires from the other in the coming year and the parties shall agree on the annual plan for the coming year before 31 December each year. The parties may enter into specific contracts in accordance with the terms of the Proposed Provision of Materials Supply Agreement.

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Payment

(1) The payment of consideration of the Proposed Provision of Materials Supply Agreement can be settled on a one-off basis or by installment in accordance with paragraph (2) below.

(2) Each party shall record all items payable to or from the other party in a calendar month in relation to the transactions under the Proposed Provision of Materials Supply Agreement in its accounts on or before the last Working Day of that calendar month. Save for the payments made for noncompleted transactions or disputed payments, all payments incurred in a calendar month shall be settled in full by the responsible party within the next calendar month.

Pricing

In assessing the terms of the Proposed Provision of Materials Supply Agreement, we have randomly selected and obtained three contracts entered into between the Group and Shandong Energy and three contracts entered into between the Group and independent suppliers for each of FY2023 and FY2024. We noted that the price offered by Shandong Energy to the Group is no less favourable than the price offered by independent suppliers for similar materials. As such, we consider that the pricing policy of the Existing Provision of Materials Supply Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Provision of Materials Supply Agreement are fair and reasonable.

(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Existing Provision of Materials Supply Agreement for the years indicated:

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| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Actual transaction amount | 4,210,581 | 3,192,930 |
| Historical annual cap | 5,370,000 | 5,370,000 |
| Utilisation rate | 78.4% | 59.5% |

The decrease in the utilisation rate for FY2024 was mainly due to that certain procurement plans were not implemented in 2024 as a result of the increase in purchase amount from independent suppliers and the decrease in purchase amount of methanol due to the maintenance of the Group's acetic acid production system in 2024. Such acetic acid production system has resumed operation in 2025.

Set out below are the proposed annual caps under the Proposed Provision of Materials Supply Agreement for the three years ending 31 December 2027 ("FY2025", "FY2026" and "FY2027", respectively):

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Proposed annual cap | 5,840,000 | 5,480,000 | 5,670,000 |

In assessing the reasonableness of the proposed annual caps under the Proposed Provision of Materials Supply Agreement, we have obtained and reviewed the Group's calculation of the proposed annual caps and noted that the increase in the expected transaction amounts as compared to the actual transaction amount of RMB3,193 million for FY2024 is mainly due to the following factors:

(a) the increase in the purchase of coal by Shandong Zhongyin International Trade Co., Ltd. ("Shandong Zhongyin") of approximately RMB332 million, RMB305 million and RMB305 million for the three years ending 31 December 2027, respectively. We have reviewed Shandong Zhongyin's procurement plan and noted the expected increase in the transaction amounts is mainly due to the expected increase in the purchase of Australian coal of 200,000 tons at a purchase price of RMB850 per ton and the increase in the purchase of clean slack coal of 300,000 tons at a purchase price of RMB600 per ton as a result of the proposed expansion of Shandong Zhongyin's product mix. The purchase prices of Australian coal and clean slack coal are determined with reference to the latest market prices of Australian HVO coal, Australian thermal coal and clean slack coal in the Shaanxi region of approximately RMB950 per ton, RMB700 per ton and RMB550 to RMB630 per ton, respectively;

(b) the increase in the purchase of methanol by Yankuang Lunan Chemicals Co., Ltd. ("Lunan Chemicals") of approximately RMB616 million, RMB626 million and RMB636 million for the three years ending 31

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December 2027, respectively, as a result of the expected increase in the production volume of chemical products of Lunan Chemicals. We have reviewed Lunan Chemicals' procurement plan and noted that Lunan Chemicals is expected to purchase methanol of 504,000 tons per year at a purchase price of RMB2,600 per ton, representing an annual purchase amount of approximately RMB1,310 million as compared to the historical purchase amount of approximately RMB671 million for FY2024. The purchase price of the methanol is determined with reference to the latest market price of RMB2,580 per ton;

(c) the increase in the purchase of clean coal and pure benzene by Yankuang Coal Chemical Supply and Marketing Co., Ltd. ("Supply and Marketing Company") of approximately RMB218 million, RMB339 million and RMB339 million for the three years ending 31 December 2027, respectively, which is mainly due to the implementation of cost efficiency measures since 2025 and the expected increase in the production volume of chemical products of Lunan Chemicals. We have reviewed Supply and Marketing Company' procurement plan and noted that it is expected to purchase (1) clean coal of 200,000 tons, 300,000 tons and 300,000 tons for the three years ending 31 December 2027 at a purchase price of RMB1,000 per ton, representing purchase amounts of RMB200 million, RMB300 million and RMB300 million for the three years ending 31 December 2027 as compared to the historical purchase amount of approximately RMB73 million for FY2024; and (2) pure benzene of 60,000 tons at a purchase price of RMB8,300 per ton for each of the three years ending 31 December 2027, representing an annual purchase amount of approximately RMB498 million as compared to the historical purchase amount of approximately RMB407 million for FY2024. The purchase prices of clean coal and pure benzene are determined with reference to the average purchase prices of approximately RMB960 per ton and RMB8,074 per ton, respectively, for FY2024;

(d) the increase in the purchase of materials and equipment by Shandong Energy Group Luxi Mining Company Limited ("Luxi Mining") of approximately RMB268 million, RMB288 million and RMB289 million the three years ending 31 December 2027, respectively, due to the delay in the implementation of its procurement plan in 2024, during which the purchase amount was approximately RMB604 million; and

(e) the inclusion of the provision of materials by Shandong Energy Members to Xibei Mining of approximately RMB469 million for the three months ending 30 September 2025, which would amount to RMB1,876 million if annualised. We have reviewed the historical transaction amounts in relation to the purchase of materials from Shandong Energy Members, and noted that the estimated purchase

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amounts represent a slight decrease as compared to the average historical purchase amount for FY2022, FY2023 and the eleven months ended 30 November 2024 of approximately RMB2,164 million.

Taking into account that (a) the purchase prices of Australian coal, clean slack coal, methanol, clean coal and pure benzene are estimated based on the historical purchase prices or the latest market prices and are therefore reasonable; (b) the purchase amount are reasonably determined with reference the respective procurement plans; and (c) Shandong Energy has completed the business transformation of its subsidiaries and will continue to supply equipment to Luxi Mining, we are of the view that the proposed annual caps under the Proposed Provision of Materials Supply Agreement are fair and reasonable.

3. Proposed Mutual Provision of Labour and Services Agreement

(i) Reasons for and benefits of the entering into the Proposed Mutual Provision of Labour and Services Agreement

Taking into account the continuous provision of certain services, including construction services, asset leasing, maintenance services, information technology and ERP system services, by the Shandong Energy Members to Xibei Mining and its subsidiaries and the continuous provision of maintenance services, by Xibei Mining to the Shandong Energy Members after the completion of the Acquisitions and the Capital Increase, the Board proposed to enter into the Proposed Mutual Provision of Labour and Services Agreement to renew and supersede the Existing Mutual Provision of Labor and Services Agreement. The Proposed Mutual Provision of Labour and Services Agreement expands the scope of transactions, effectively covering the continuous transactions between the Shandong Energy Members and the Xibei Mining Group after the completion of the Acquisitions and the Capital Increase, which is conducive to ensuring the stability of Xibei Mining' operations, and is in line with the Company's production and operation and further business integration needs.

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Based on the above, we consider that the entering into the Proposed Mutual Provision of Labour and Services Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Mutual Provision of Labour and Services Agreement

Details of the terms of the Proposed Mutual Provision of Labour and Services Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

Provision of labour and services by the Shandong Energy Members to the Group:

Pursuant to the Proposed Mutual Provision of Labour and Services Agreement, the Shandong Energy Members have agreed to provide the Group with labour and services including repair services (building and equipment repair), construction engineering and management services, individual employee benefits (including but not limited to health check-ups, rehabilitation and therapy, social, arts, sports and entertainment services, financial difficulties subsidies, and other welfare expenses as stipulated by the PRC government), asset leasing and services, guarantee services, training services, security services (including security guard services and coal train convoy services), labour export, backup services (including canteen operation, property cleaning and catering and accommodation, etc.), informationization and technology services, mine rescue services, maintenance services of the ERP and relevant systems, and medical services (including wellhead emergency services, staff medical checkups, occupational health record management, epidemic prevention and control,

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prevention and control of infectious diseases, management of sick and injury leave for staff, public health services, emergency maintenance for major public health incidents, etc.), and transportation services.

Provision of labour and services by the Group to the Shandong Energy Members:

Payment

(1) The payment of consideration of the Proposed Mutual Provision of Labour and Services Agreement can be settled on a one-off basis or by instalment in accordance with paragraph (2) below.

Pricing

Provision of maintenance services (building and equipment repair services), construction engineering and management services, asset leasing and services, guarantee services, training services, transportation services, security guard services in security services, backup services, informationization and technology services by the Shandong Energy Members to the Group:	The consideration shall be determined according to the Market Price.

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Provision of transportation services, engineering construction and management services, port services, maintenance services, training services, informationization and technology services by the Group to the Shandong Energy Members:	The consideration shall be determined according to the Market Price.
Provision of individual employee benefits services, labour export and mine rescue services by the Shandong Energy Members to the Group:	The consideration shall be determined according to the Cost Price.
The Shandong Energy Members provide the Group with coal train convoy services under security guard services:	Coal train convoy services under security guard services are the cost of salary, material and equipment consumption and depreciation incurred by the Shandong Energy Members plus reasonable profit. Reasonable profit is normally 5% of the cost price, which is determined through commercial negotiation between the parties with reference to the general profit margin of the service industry.
Provision of maintenance services of the ERP and relevant systems by the Shandong Energy Members to the Group:	The consideration shall be determined based on the general pricing rules of the ERP and relevant systems maintenance market, using the per person per day rate as the pricing basis.
Provision of medical services by the Shandong Energy Members to the Group:	The fees for medical check-ups shall be formulated with strict reference to the fee standards of the Shandong Provincial Price Bureau and the medical fee directory of the Healthcare Security Administration of Shandong Province, and the fees for other medical services shall be measured with reference to the actual workload, the number of staff members engaged in the services, and their wages and the costs of consumables incurred in the three years from 2022 to 2024.
Provision of labour export by the Group to the Shandong Energy Members:	The consideration shall be determined based on the Cost Price.

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Provision of sales agency service of chemical products, mine rescue services provided by the Group to the Shandong Energy Members	The consideration shall be determined based on the costplus method. Reasonable profit is normally 5% of the cost price, which is determined through commercial negotiation between the parties with reference to the general profit margin of the service industry.

In assessing the terms of the Proposed Mutual Provision of Labour and Services Agreement, we have randomly selected and obtained three contracts entered into between the Group and Shandong Energy and two contracts entered into between the Group and independent suppliers for each of FY2023 and FY2024. We noted that the price offered by Shandong Energy to the Group is no less favourable than the price offered by independent suppliers or the market price collected by the Group for similar services. As such, we consider that the pricing policy of the Existing Mutual Provision of Labor and Services Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Mutual Provision of Labour and Services Agreement are fair and reasonable.

(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Existing Mutual Provision of Labor and Services Agreement for the years indicated:

| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Labor and services provided by Shandong Energy | | |
| Actual transaction amount | 2,910,415 | 3,868,450 |
| Historical annual cap | 4,830,000 | 5,662,000 |
| Utilisation rate | 60.3% | 68.3% |

The increase in the transaction amount for FY2024 was mainly due to the increased demand for construction engineering and management services which was in line with the increase in the Group's production capacity.

Set out below are the proposed annual caps under the Proposed Mutual Provision of Labour and Services Agreement for the years indicated:

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Proposed annual cap | 7,571,000 | 7,203,000 | 7,016,000 |

LETTER FROM RAINBOW CAPITAL

In assessing the reasonableness of the proposed annual caps under the Proposed Mutual Provision of Labour and Services Agreement, we have obtained and reviewed the Group's calculation of the proposed annual caps and noted that the increase in the expected transaction amounts as compared to the actual transaction amount of RMB3,868 million for FY2024 is mainly due to the following factors:

(a) the inclusion of the provision of labor and services by Shandong Energy to Xibei Mining of approximately RMB1,597 million, RMB1,460 million and RMB1,560 million for the three years ending 31 December 2027, respectively. We noted that the average historical purchase amount for FY2022, FY2023 and the eleven months ended 30 November 2024 was approximately RMB1,412 million, and the expected increase in the purchase amounts is mainly due to the expected increase in the procurement of construction engineering and management services in line with the increase in the number of planned construction projects. In this regard, we have obtained the relevant construction plans prepared by the subsidiaries of Xibei Mining. We noted that the estimated purchase amount of construction engineering and management services for each proposed construction project is generally in line with the historical purchase amount for construction projects with comparable size; and

(b) the increase in the procurement of construction engineering and management services for new construction projects by the Group of approximately RMB969 million, RMB642 million and RMB444 million for the three years ending 31 December 2027, respectively. In this regard, we have reviewed the list of the Group's ongoing and planned construction projects and obtained (i) two construction contracts entered into between the Group and Shandong Energy for an olefin project in 2024 with a contract sum of approximately RMB266 million; (ii) a feasibility report related to a technical transformation project for the coal preparation plant. We were also advised that the Company has approved a subsidiary to invest RMB221 million in 2025 to upgrade the technology and equipment of the coal preparation plant; (iii) the budget estimate provided by Shandong Energy to the Group for two village relocation and construction projects to be carried out in 2025, involving a contract sum of RMB307 million; and (iv) the construction plan for a syngas project expected to be constructed between 2025 and 2028. Based on our review of the above documents and the Company's continued growth in production capacity, we consider the Group's expected purchase amounts to be fair and reasonable.

Taking into account the above factors, we are of the view that the proposed annual caps under the Proposed Mutual Provision of Labour and Services Agreement are fair and reasonable.

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4. Proposed Provision of Products, Materials and Asset Leasing Agreement

(i) Reasons for and benefits of the entering into the Proposed Provision of Products, Materials and Asset Leasing Agreement

Having considered the continuous sale of coal and materials and provision of asset leasing by Xibei Mining to Shandong Energy and the provision of materials by the Company to Xibei Mining after the completion of the Acquisitions and the Capital Increase, the Board proposes to enter into the Proposed Provision of Products, Materials and Asset Leasing Agreement to renew and supersede the Existing Provision of Products, Materials and Asset Leasing Agreement.

As Shandong Energy is in close proximity to the Company and the Company can obtain Shandong Energy’s demand plan more easily and the provision of products and materials by the Group to the Shandong Energy Members at market price can enable the Group to achieve a stable sales market and reduce management and operational costs of the Group. Meanwhile, the Group’s materials supply centre has the qualification for materials and equipment distribution. Hence, it is able to purchase materials and equipment at a lower wholesale price, and subsequently resell to the Shandong Energy Members at the market price, thereby increases the Company’s operating profit. Furthermore, the Group’s equipment management centre can provide equipment leasing to the Shandong Energy Members under normal commercial terms based on its operation needs and thus could effectively control the risks of leasing business and achieve economic benefits.

Based on the above, we consider that the entering into the Proposed Provision of Products, Materials and Asset Leasing Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Provision of Products, Materials and Asset Leasing Agreement

Details of the terms of the Proposed Provision of Products, Materials and Asset Leasing Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

Parties

(1) the Company; and
(2) Shandong Energy

LETTER FROM RAINBOW CAPITAL

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

Payment

(1) The payment of consideration of the Proposed Provision of Products, Materials and Asset Leasing Agreement can be settled on a one-off basis or by instalment in accordance paragraph (2) below.

Pricing

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LETTER FROM RAINBOW CAPITAL

(2) or if the foregoing (1) is not applicable, the price offered by Independent Third Parties in the PRC for provision of the same or similar type of products or services under normal commercial terms in the ordinary course of business of such Independent Third Parties.

In assessing the terms of the Proposed Provision of Products, Materials and Asset Leasing Agreement, we have randomly selected and obtained three contracts entered into between the Group and Shandong Energy and three contracts entered into between the Group and independent customers for each of FY2023 and FY2024. We noted that the price offered by the Group to Shandong Energy is no less favourable than the price offered to independent customers for similar products. As such, we consider that the pricing policy of the Existing Provision of Products, Materials and Asset Leasing Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Provision of Products, Materials and Asset Leasing Agreement are fair and reasonable.

(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Proposed Provision of Products, Materials and Asset Leasing Agreement for the years indicated:

| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Actual transaction amount | 9,086,890 | 8,696,270 |
| Historical annual cap | 14,196,000 | 14,532,000 |
| Utilisation rate | 64.0% | 59.8% |

The decrease in the utilisation rate in 2024 was mainly due to the decrease in sales amount of coal as a result of the decrease in the coal sales price.

Set out below are the proposed annual caps under the Provision of Products, Materials and Asset Leasing Agreement for the years indicated:

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Proposed annual cap | 15,261,000 | 16,872,000 | 17,340,000 |

In assessing the reasonableness of the proposed annual caps under the Proposed Provision of Products, Materials and Asset Leasing Agreement, we have obtained and reviewed the Group's calculation of the proposed annual caps and noted that the increase in the expected transaction amounts as compared to the actual transaction amount of RMB8,696 million for FY2024 is mainly due to the following factors:

LETTER FROM RAINBOW CAPITAL

(a) the inclusion of the provision of materials by the Company to Xibei Mining (as an associate of Shandong Energy) of approximately RMB623 million, RMB2,075 million and RMB1,945 million for the three months ending 31 December 2025 and the two years ending 31 December 2027, respectively. As advised by the management of the Company, upon completion of the Acquisitions and the Capital Increase, in order to facilitate unified purchasing, the relevant subsidiaries of the Company will purchase materials from external suppliers and then sell materials to Xibei Mining. We have reviewed the historical transaction amounts in relation to the purchase of materials from Shandong Energy Members, and noted that the estimated purchase amounts represent a slight decrease as compared to the average historical purchase amount for FY2022, FY2023 and the eleven months ended 30 November 2024 of approximately RMB2,164 million;

(b) the increase in the sales of coal by Yankuang Energy (Ordos) Company Limited ("Yankuang Ordos") of approximately RMB633 million, RMB669 million and RMB706 million for the three years ending 31 December 2027, respectively. To achieve the synergy of Shandong Energy Group's coal electricity industry chain and coal chemical industry chain, Shandong Energy expects to purchase approximately 3,772,300 tons, 3,808,800 tons and 3,842,200 tons of coal from Yankuang Ordos for power generation and chemical production for the three years ending 31 December 2027, respectively, as compared to a purchase volume of approximately 2,601,700 tons for FY2024. The purchase prices of RMB476 per ton, RMB482 per ton and RMB487 per ton for the three years ending 31 December 2027 are estimated based on the historical purchase price of RMB447 per ton for FY2024; and

(c) the increase in the sales of materials and coal by Luxi Mining of approximately RMB3,016 million, RMB2,706 million and RMB2,719 million for the three years ending 31 December 2027, respectively. Shandong Energy expects to purchase approximately 2,810,000 tons of coal from Luxi Mining for each of the three years ending 31 December 2027. The purchase price is estimated based on the average purchase price for FY2024.

Taking into account the above factors, we are of the view that the proposed annual caps under the Proposed Provision of Products, Materials and Asset Leasing Agreement are fair and reasonable.

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5. Proposed Bulk Commodities Sale and Purchase Agreement

(i) Reasons for and benefits of the entering into the Proposed Bulk Commodities Sale and Purchase Agreement

The entering into of the Proposed Bulk Commodities Sale and Purchase Agreement will help to alleviate the impact of cycle fluctuations on the business performance of the Group, enlarge the overall operating scale and improve the profitability of the Group. Furthermore, the Proposed Bulk Commodities Sale and Purchase Agreement will enable the Company and the Shandong Energy Members to share the suppliers and customers in their respective resourcing and distribution channels which cover different areas, and thus bringing the advantages of both the Group and the Shandong Energy Members in their resourcing and distribution channels into full play, thereby creating a synergistic effect that could expand the trading size, improve the sales volume and improve the revenue of both parties.

In addition, as the Company has a better understanding in the operation and reputation of the Shandong Energy Members, the Company believes that the risk of trading with the Shandong Energy Members is lower than trading with third parties. By purchasing bulk commodities from the Shandong Energy Members, the Group could secure a long-term and stable source of supply. By selling bulk commodities to the Shandong Energy Members, the Company could ensure the safety of the transactions, including payment recoveries. Collectively, this could reduce the operational risks of the entire trading business of the Group.

Based on the above, we consider that the entering into the Proposed Bulk Commodities Sale and Purchase Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Bulk Commodities Sale and Purchase Agreement

Details of the terms of the Proposed Bulk Commodities Sale and Purchase Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

LETTER FROM RAINBOW CAPITAL

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Major terms

Payment

Pricing

The price of coal, iron ores, rubber and other bulk commodities shall be determined according to the Market Price. The market price shall be determined according to normal commercial terms based on the following:

LETTER FROM RAINBOW CAPITAL

(2) or if the foregoing is not applicable, the price offered by Independent Third Parties in the PRC for provision of the same or similar type of bulk commodities under normal commercial terms in the ordinary course of business of such Independent Third Parties; and

In assessing the terms of the Proposed Bulk Commodities Sale and Purchase Agreement, (a) we have randomly selected and obtained three contracts entered into between the Group and Shandong Energy and three contracts entered into between the Group and independent customers for each of FY2023 and FY2024, and we noted that the price offered by the Group to Shandong Energy is no less favourable than the price offered to independent customers for similar products; and (b) we have randomly selected and obtained three contracts entered into between the Group and Shandong Energy and three contracts entered into between the Group and independent suppliers for each of FY2023 and FY2024, and we noted that the price offered by Shandong Energy is no less favourable than the price offered by independent suppliers for similar products. As such, we consider that the pricing policy of the Existing Bulk Commodities Sale and Purchase Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Bulk Commodities Sale and Purchase Agreement are fair and reasonable.

(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Existing Bulk Commodities Sale and Purchase Agreement for the years indicated:

| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Procurement of bulk commodities from Shandong Energy | | |
| Actual transaction amount | 214,213 | 2,651,780 |
| Historical annual cap | 2,000,000 | 4,439,000 |
| Utilisation rate | 10.7% | 59.7% |
| Sale of bulk commodities to Shandong Energy | | |
| Actual transaction amount | 2,404,131 | 3,653,970 |
| Historical annual cap | 6,000,000 | 8,000,000 |
| Utilisation rate | 40.1% | 45.7% |

LETTER FROM RAINBOW CAPITAL

The low utilisation rate in 2023 and 2024 was mainly due to that (a) the Company has reduced its trading business in 2023 as a result of the increase in trade risk caused by the sharp fluctuations in commodity prices; and (b) the decrease in commodity prices in 2023 and 2024.

Set out below are the proposed annual caps under the Bulk Commodities Sale and Purchase Agreement for the years indicated:

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Procurement of bulk commodities from Shandong Energy | 11,683,000 | 19,209,000 | 20,520,000 |
| Sale of bulk commodities to Shandong Energy | 8,223,000 | 6,217,000 | 6,236,000 |

In assessing the reasonableness of the proposed annual caps for procurement of bulk commodities from Shandong Energy, we have obtained and reviewed the Group's calculation of the proposed annual caps and noted that the increase in the expected transaction amounts as compared to the actual transaction amount of RMB2,652 million for FY2024 is mainly due to the following factors:

(a) the increase in procurement of bulk commodities by Luxi Mining of approximately RMB1,140 million, RMB798 million and RMB798 million for the three years ending 31 December 2027, respectively. Luxi Mining typically sells coal through its distribution branch, which purchases coal from each of Luxi Mining's subsidiaries. As Shandong Energy also holds more than 10% equity interest in certain subsidiaries of Luxi Mining, the internal transactions between Luxi Mining's distribution branch and such subsidiaries also constitute connected transactions between Luxi Mining and Shandong Energy. Given that the estimated transaction amounts are solely determined based on Luxi Mining's internal allocation, we consider the estimated transaction amounts to be fair and reasonable;

(b) the increase in procurement of bulk commodities by Wubo Technology Co., Ltd ("Wubo Technology") of approximately RMB5,000 million, RMB5,750 million and RMB6,612 million for the three years ending 31 December 2027, respectively. As disclosed in the announcement of the Company dated 31 May 2024, the Company acquired 45% equity interest in Wubo Technology. Relying on the Group's and Shandong Energy's bulk commodity resources, Wubo Technology plans to expand its logistics supply chain business to sell fuels and raw materials to power plants, coking plants and steel mills to broaden its revenue sources and it will start to purchase coal and iron ore from Shandong Energy in 2025; and

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(c) the inclusion of the provision of coal by Xibei Mining (as an associate of Shandong Energy) to the Company of approximately RMB1,973 million, RMB9,180 million and RMB9,620 million for the three months ending 31 December 2025 and the two years ending 31 December 2027, respectively. As advised by the management of the Company, upon completion of the Acquisitions and the Capital Increase, in order to facilitate unified sales, Xibei Mining will sell coal to the trading subsidiaries of the Company which then sell to the Group's customers. We have reviewed the historical transaction amounts in relation to sales of coal by Xibei Mining to Shandong Energy Members, and noted that the average historical transaction amount for FY2022, FY2023 and the eleven months ended 30 November 2024 was approximately RMB7,545 million. The expected increase in the transaction amounts for FY2026 and FY2027 is mainly due to the expected increase in coal sales of the Company C. In this regard, we have reviewed the profit forecast of the Company C and noted that the coal mine of Company C, namely Wuju Coal Mine, started production in 2024 and will be in a production transition period from December 2024 to December 2025. According to the Company C's business plan, Wuju Coal Mine will be operating at its full capacity in 2026. As such, we consider the estimated transaction amounts to be fair and reasonable;

In assessing the reasonableness of the proposed annual caps for sales of bulk commodities to Shandong Energy, we have obtained and reviewed the Group's calculation of the proposed annual caps and noted that the increase in the expected transaction amounts as compared to the actual transaction amount of RMB3,654 million for FY2024 is mainly due to the following factors:

(a) the increase in sales of bulk commodities by Yancoal Australia Limited of approximately RMB1,311 million for each of the three years ending 31 December 2027. The expected transaction amount is RMB4,313 million (equivalent to US$600 million) for each of the three years ending 31 December 2027 as compared to the historical transaction amount of RMB3,002 million for FY2024. As disclosed in the announcement of Yancoal Australia Limited dated 18 October 2023, the annual caps for the sales of coal to Yancoal International Trading Co., Ltd., a wholly-owned subsidiary of Shandong Energy, and its associates of US$600 million for FY2025 and US$466.6 million for the ten months ended 30 October 2026 (equivalent to US$600 million on an annualised basis) were approved by the independent shareholders of Yancoal Australia Limited. Given that the estimated transaction amounts are consistent with the approved annual caps of Yancoal Australia Limited, we consider the estimated transaction amounts to be fair and reasonable; and

(b) the inclusion of the provision of coal by Xibei Mining to Shandong Energy Members of approximately RMB2,023 million for the three months ending 30 September 2025, which would amount to

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approximately RMB8,090 million if annualised. We have reviewed the historical transaction amounts in relation to sales of coal by Xibei Mining to Shandong Energy Members, and noted that the average historical transaction amount for FY2022, FY2023 and the eleven months ended 30 November 2024 was approximately RMB7,545 million. The expected transaction amount is generally in line with the average historical transaction amount.

Taking into account the above factors, we are of the view that the proposed annual caps under the Proposed Bulk Commodities Sale and Purchase Agreement are fair and reasonable.

6. Proposed Shandong Energy Financial Services Agreement

(i) Reasons for and benefits of the entering into the Proposed Shandong Energy Financial Services Agreement

The principal businesses of Shandong Energy Finance Company include provision of guarantee between members; provision of entrusted loans between members; provision of bill acceptance and discount services to members; provision of internal fund transfer and settlement services and corresponding settlement and clearing planning to members; accepting deposits from members; provision of loans and finance leasing to members. Shandong Energy Finance Company is a non-banking financial institution legally established with the approval of the CBIRC.

Through the provision of financial services to the Shandong Energy Members, Shandong Energy Finance Company can expand its source of capital through absorbing capitals from the Shandong Energy Members, enlarge its business scope, and improve its profitability through providing loan and settlement services to the Shandong Energy Members by means of charging loan interests and other service fees. At the same time, the Company can integrate financial resources and replace external high-interest loans through the platform of Shandong Energy Finance Company, thereby lowering its financing costs and improving its competitive edge. As such, we consider that the entering into the Proposed Shandong Energy Financial Services Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Shandong Energy Financial Services Agreement

Details of the terms of the Proposed Shandong Energy Financial Services Agreement are set out in the Letter from the Board, which are summarized as follows:

LETTER FROM RAINBOW CAPITAL

Date

8 April 2025

Parties

(1) Shandong Energy Finance Company; and
(2) Shandong Energy

Major terms and Pricing Policy of comprehensive credit facility services

In assessing the terms of the Proposed Shandong Energy Financial Services Agreement, we have randomly selected and obtained three loan agreements entered into between Shandong Energy Finance Company and Shandong Energy for each of FY2023 and FY2024. We noted that the interest rate for the loans offered to Shandong Energy is in line with the interest rate offered by general commercial banks for the provision of same type of loan services. As such, we consider that the pricing policy of the Existing Shandong Energy Financial Services Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Shandong Energy Financial Services Agreement are fair and reasonable.

According to the Company's internal control policies, to evaluate the financial position and credit records of Shandong Energy, the business department of Shandong Energy Finance Company will require the subsidiaries of Shandong Energy to provide financial statements on a quarterly basis. In this regard, we have obtained the financial statements of the subsidiaries of Shandong Energy collected by Shandong Energy Finance Company in the fourth quarter of 2024. As such, we are of the view that there are adequate internal control policies and procedures in place to manage credit risk.

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(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Existing Shandong Energy Financial Services Agreement for the years indicated:

| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Comprehensive Credit | | |
| Actual transaction amount | 15,334,547 | 16,050,700 |
| Historical annual cap | 28,000,000 | 30,000,000 |
| Utilisation rate | 54.8% | 53.5% |

The low utilisation rates in 2023 and 2024 were mainly due to that the balance available for comprehensive credit facilities was adversely affected by the decrease in deposit received by Shandong Energy Finance Company.

Set out below are the proposed annual caps under the Shandong Energy Financial Services Agreement for the years indicated:

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Comprehensive Credit | | | |
| Proposed annual cap | 32,000,000 | 32,000,000 | 32,000,000 |

The proposed annual caps for the three years ending 31 December 2027 remain unchanged from the existing annual cap for FY2025 approved by the Independent Shareholder. We have reviewed the interim report of Shandong Energy for the six months ended 30 June 2024, which is the latest financial information available, and noted that Shandong Energy had short-term loans due within one year of approximately RMB73.3 billion as at 30 June 2024. Taking into account that (a) the subsidiaries of Shandong Energy may borrow from Shandong Energy Finance Company to maintain sufficient working capital in a timely manner after external loans mature; (b) Shandong Energy's external short-term loans due within one year as at 30 June 2024 are approximately twice the proposed annual cap for comprehensive credit provided by Shandong Energy Finance Company; (c) Shandong Energy had a cash balance of approximately RMB129.2 billion as at 30 June 2024; and (d) the credit risk is relatively low considering Shandong Energy's cash balance and that the Group has adequate internal control policies and procedures in place to manage the credit risk, we are of the view that the proposed annual caps under the Shandong Energy Financial Services Agreement are fair and reasonable.

LETTER FROM RAINBOW CAPITAL

7. Proposed Yankuang Energy Financial Services Agreement

(i) Reasons for and benefits of the entering into the Proposed Yankuang Energy Financial Services Agreement

Through the provision of financial services to the Group, Shandong Energy Finance Company can expand its source of capital through absorbing capitals from the Group, enlarge its business scope, and improve its profitability through providing loan and settlement services to the Group by means of charging loan interests and other service fees. At the same time, the Company can integrate financial resources and replace external high-interest loans through the platform of Shandong Energy Finance Company, thereby lowering the Company's financing costs and improving its competitive edge.

As the Company directly holds approximately 53.92% of Shandong Energy Finance Company, the Company will also be able to benefit from the profits of Shandong Energy Finance Company.

Based on the above, we consider that the entering into the Proposed Yankuang Energy Financial Services Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Yankuang Energy Financial Services Agreement

Details of the terms of the Proposed Yankuang Energy Financial Services Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

Parties

(1) Shandong Energy Finance Company; and
(2) The Company

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LETTER FROM RAINBOW CAPITAL

Major terms and Pricing Policy of deposit services

The interest rate for the Group's deposit with Shandong Energy Finance Company shall comply with relevant regulations of the PBOC and be determined on normal commercial terms with reference to the deposits benchmark interest rate promulgated by the PBOC periodically (if any), and the interest rate offered by the General Commercial Banks for the provision of same type of deposit services.

Given that the interest rate for the deposit will be determined in compliance with the requirements of PBOC and based on the deposits benchmark interest rate promulgated by the PBOC or adopted by general commercial banks for the provision of same type of deposit services, we consider that the pricing policy of the Proposed Yankuang Energy Financial Services Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Yankuang Energy Financial Services Agreement are fair and reasonable.

(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Existing Yankuang Energy Financial Services Agreement for the years indicated:

| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Deposit | | |
| Actual transaction amount | 7,640,416 | 5,142,980 |
| Historical annual cap | 27,000,000 | 27,000,000 |
| Utilisation rate | 28.3% | 19.0% |

The low utilisation rates in 2023 and 2024 were mainly due to the decrease in bank balances and cash.

Set out below are the proposed annual caps under the Proposed Yankuang Energy Financial Services Agreement for the years indicated:

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Proposed annual cap | 27,000,000 | 27,000,000 | 27,000,000 |

LETTER FROM RAINBOW CAPITAL

The proposed annual caps for the three years ending 31 December 2027 remain unchanged from the existing annual cap for FY2025 approved by the Independent Shareholder. We have reviewed the 2024 Report and noted the Group had bank balances and cash amounted to approximately RMB30.5 billion as at 31 December 2024. Taking into account that (a) the Group can integrate financial resources by making deposits in Shandong Energy Finance Company; (b) through absorbing capitals from the Group, Shandong Energy Finance Company can expand its source of capital and provide loans to Shandong Energy; (c) the Group's cash balance as at 31 December 2024 exceeds the proposed annual cap; and (d) the credit risk is low as Shandong Energy Finance Company is a 53.92% owned subsidiary of the Company and the Company could closely monitor its financial position, we are of the view that the proposed annual caps under the Proposed Yankuang Energy Financial Services Agreement are fair and reasonable.

8. Proposed Finance Lease and Factoring Agreement

(i) Reasons for and benefits of the entering into the Proposed Finance Lease and Factoring Agreement

By the provision of the finance leasing service to the Shandong Energy Members, the subsidiaries of the Company engaged in financial leasing business engaged in the centralized procurement of equipment and financing to improve the Group's bargaining advantage over equipment procurement and credit financing and to improve the profitability and competitiveness of the Group. Meanwhile, the provision of asset leasing services to Shandong Energy on normal commercial terms will enable the Group to effectively control the risks of its financial leasing business, and the interest payment generated from the finance leasing service (after deducting the financing costs) will enable the Group to obtain a stable cash flow.

As such, we consider that the entering into the Proposed Finance Lease and Factoring Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

(ii) Principal terms of the Proposed Finance Lease and Factoring Agreement

Details of the terms of the Proposed Finance Lease and Factoring Agreement are set out in the Letter from the Board, which are summarized as follows:

Date

8 April 2025

LETTER FROM RAINBOW CAPITAL

Parties

(1) the Company; and
(2) Shandong Energy

Term

Three years commencing from 1 January 2025 and expiring on 31 December 2027

Main Arrangements of the Finance Leasing and Factoring Service

The Leased Assets under the Proposed Finance Leasing and Factoring Agreement include machinery and equipment, facilities and other movable and immovable properties.

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In addition, the Group will provide factoring services for the accounts receivable with recourse to the Shandong Energy Members.

Pricing of Finance Lease Services

(1) the lowest interest rate shall be the yield of treasury bonds with the same tenor, and the highest interest rate shall be 150 basis points above the quoted interest rate on the loan market for the same period announced by the National Interbank Funding Center; and

(2) all other relevant fees, including the annual commission fees and consulting fees not higher than 1% of the principal of the relevant finance lease agreement; and

(3) the rentals under the financial leasing services shall be paid by Shandong Energy Members to the Company or its subsidiaries on a quarterly basis through equal principal payment method or equal installment payment method. The handling fee and consultancy fee shall be collected in a single lump-sum payment on or prior the date of lease asset transfer payment. The Company and its subsidiaries will consider the above factors and ensure that the overall terms and conditions for providing the Finance Leasing Service, including the effective interest rates and fees as well as payment conditions and other material terms, are no less favourable to the Company and its subsidiaries than the same offered by the Shandong Energy Members to Independent Third Parties for receiving comparable finance leasing service.

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Pricing of Factoring Service

(1) the Shandong Energy Members will transfer the amount to the Company or its subsidiaries at a price determined through negotiation based on the book value or appraised value of accounts receivable, and the Company or its subsidiaries will provide them with a series of services such as fund financing, purchaser's credit rating, sales account management, credit risk guarantee, and account collection;

(2) during the validity period of the Proposed Finance Lease and Factoring Agreement, the lowest interest rate implemented for the factoring and other services provided by the Company or its subsidiaries to the Shandong Energy Members is the yield of the same term government bonds, and the highest interest rate is 150 basis points higher than the quoted market lending rate published by the National Interbank Funding Center at the same period; and

(3) the commission fees or consulting fees for the factoring and other services provided by the Company or its subsidiaries to the Shandong Energy Members shall be charged at a rate not higher than 1% of the principal of the financing every year. The commission fees or consulting fees shall be charged in one lump sum on or before the date of paying the transfer price of accounts receivable.

In assessing the terms of the Proposed Finance Lease and Factoring Agreement, we have obtained and reviewed the only one contract entered into between the Group and Shandong Energy and the only three contracts entered into between the Group and independent customers for FY2023 and FY2024. We noted the price offered by the Group to Shandong Energy is no less favourable than the price offered to independent customers for similar services. As such, we consider that the pricing policy of the Existing Finance Lease Agreement has been adherence in accordance with the Group's internal control procedures, and the terms of the Proposed Finance Lease and Factoring Agreement are fair and reasonable.

(iii) Proposed annual caps

Set out below are the historical annual caps and actual transaction amounts under the Proposed Finance Lease and Factoring Agreement for the years indicated:

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| | FY2023
RMB'000 | FY2024
RMB'000 |
| --- | --- | --- |
| Actual transaction amount | – | 1,001,890 |
| Historical annual cap | 9,360,000 | 1,085,000 |
| Utilisation rate | – | 92.3% |

Set out below are the proposed annual caps under the Proposed Finance Lease and Factoring Agreement for the years indicated:

| | FY2025
RMB'000 | FY2026
RMB'000 | FY2027
RMB'000 |
| --- | --- | --- | --- |
| Total financing amount | 2,000,000 | 5,250,000 | 8,400,000 |
| Interest and expenses | 170,000 | 268,000 | 428,000 |
| Total | 2,170,000 | 5,518,000 | 8,828,000 |

In assessing the reasonableness of the proposed annual caps of the Proposed Financial Leasing and Factoring Agreement, we have obtained and reviewed the Group's calculation of the proposed annual caps and noted that the increase in the expected transaction amounts as compared to the actual transaction amount of RMB1,002 million for FY2024 is mainly due to the expected increase in financing amount provided to Yankuang Xinjiang Energy & Chemical Co., Ltd. ("Xinjiang Energy") of approximately RMB1,000 million, RMB2,500 million and RMB2,500 million for the three years ended 31 December 2027, respectively. Xinjiang Energy holds the exploration rights for No. 4 Open Pit Field in Wucaiwan Mining Area. As disclosed in the 2024 Interim Report, the Company plans to complete the construction of No. 4 Open Pit Field in Wucaiwan Mining Area by 2025. In addition, Xinjiang Energy expects to commence construction of the 800,000 Tonnes/Year Coal to Olefin Project in December 2025. In this regard, we have obtained and reviewed the Company's business plans for No. 4 Open Pit Field in Wucaiwan Mining Area and the 800,000 Tonnes/Year Coal to Olefin Project, and we concur with the Company that Xinjiang Energy will have significant capital need for purchases of equipment and replenish working capital. In addition, Luxi Mining, a connected subsidiary of the Company, intends to carry out equipment renewal in the future and has corresponding financing needs. Yankuang Financial Leasing Company Limited has achieved cooperation with it and expects to provide it with financing amounting to RMB500 million for each of the years from 2025 to 2027 so as to support its equipment renewal plan.

Taking into account the above factors, we are of the view that the proposed annual caps under the Proposed Financial Leasing and Factoring Agreement are fair and reasonable.

LETTER FROM RAINBOW CAPITAL

9. Internal control measures

As stated in the Letter from the Board, the Group has implemented the following internal control measures:

(i) the Group’s sales or procurement departments shall ensure that the terms of all sales and procurement orders comply with the relevant framework agreements, and the relevant departments and personnel shall be satisfied that: (a) all sales or procurement orders have been properly reviewed and approved; (b) all sales or procurement orders have adopted market prices; and (c) each relevant transaction is conducted on normal commercial terms;

(ii) prior to the entering into specific implementation agreements, the subsidiaries of the Company are required to fulfill the pre-application procedures in accordance with the Company’s internal management system to have the necessity, reasonableness, fairness, and compliance of the transactions reviewed by the departments responsible for listing compliance, financial management, audit, and risk;

(iii) The financial management department of the Company will compile the amounts of continuing connected transactions on a quarterly basis to identify any transactions that may have the risk of exceeding the annual caps; and

(iv) The auditors and independent non-executive directors of the Company will conduct an annual review of the continuing connected transactions and confirm in the Company’s annual report that the transactions have been conducted in accordance with the terms and conditions of the relevant framework agreements and pricing policies, are on normal commercial terms or terms no less favorable than those available from independent third parties, and are in the interests of the Company and its shareholders as a whole.

In assessing the Group’s internal control measures, (i) we reviewed the Group’s quarterly reports in relation to the ongoing continuing connected transactions and noted that the Group has closely monitored the actual transaction amounts to ensure not exceeding the proposed annual caps; and (ii) as discussed above, we obtained sample sales or purchase contracts with independent parties and noted the pricing policy of each of the Existing Continuing Connected Transactions Agreements has been adherence in accordance with the Group’s internal control procedures. Based on our review of such documents, we consider the Group has adopted sufficient and effective internal control measures.

195 -

LETTER FROM RAINBOW CAPITAL

OPINION AND RECOMMENDATION

Having taken into account the above principal factors and reasons, we consider that the terms of the Transactions are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned. Although the Acquisitions and the Capital Increase are not in the ordinary and usual course of business of the Group, we also consider that the Transactions are in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the resolutions to be proposed at the AGM to approve the Transactions.

Yours faithfully,

For and on behalf of

Rainbow Capital (HK) Limited

Larry Choi

Managing Director

Mr. Larry Choi is a licensed person and a responsible officer of Rainbow Capital (HK) Limited registered with the Securities and Futures Commission to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO. He has over ten years of experience in the corporate finance industry.

196 -

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

Details of the basic information of Xibei Mining and the Target Group, including the direct and indirect subsidiaries of Xibei Mining as at the Latest Practicable Date, the shareholding structure of Xibei Mining before and after the completion of the Transactions, the mineral right information of Xibei Mining Group and the financial data of the Target Company are set out as follows:

1. Xibei Mining

Xibei Mining was established in December 2021 as a limited liability company in China, with a registered capital of RMB5,000,000,000. It is primarily engaged in coal mining, washing, processing and sales operations, as well as coal-related industry chain businesses including coal chemical production, mine shaft specialization services, coal preparation plant operations, mining equipment maintenance, and technology innovation services within the coal industry.

As at the Latest Practicable Date, the shareholding structure of Xibei Mining is as follows:

Upon closing of the Transactions, the shareholding structure of Xibei Mining will be as follows:

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

As at the Latest Practicable Date, the Target Equity Interests have clearly-established ownership without mortgage, pledge and any other restrictions on transfer. It was not involved in judicial proceedings such as litigation, arbitration, being sealed up or frozen, or any other circumstances that would prevent the transfer of the ownership thereof.

Upon closing of the Transactions, the Company shall hold 51% equity interests in Xibei Mining; and Xibei Mining will become a subsidiary of the Company and its financial results will be consolidated into those of the Group.

As at the Latest Practicable Date, Xibei Mining has a total of 18 subsidiaries under its control. The details are as follows:

No.	Name of company	Shareholding proportion	Registered capital (RMB0'000)	Principal business
1	Shaanxi Zhengtong Coal Industry Co., Ltd. (“Zhengtong Coal Industry”)	100%	200,000.00	Coal mining and washing
2	Gansu Lingtai Shaozhai Coal Industry Co., Ltd. (“Shaozhai Coal Industry”)	100%	108,000.00	Coal mining and washing
3	Pingliang Wuju Coal Industry Co., Ltd. (“Wuju Coal Industry”)	60%	165,401.28	Coal mining and washing
4	Shaanxi Changwu Tingnan Coal Industry Co., Ltd. (“Tingnan Coal Industry”)	100%	30,000.00	Coal mining and washing
5	Inner Mongolia Shuangxin Mining Co., Ltd. (“Shuangxin Mining”)	55%	50,000.00	Coal mining and washing
6	Shaanxi Yongming Coal Mine Co., Ltd. (“Yongming Coal Mine”)	51%	1,000.00	Coal mining and washing
7	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. (“Daheng Coal Industry”)	80%	300.00	Coal mining and washing
8	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd. (“Wangtian Coal Industry”)	55%	24,540.00	Coal mining and washing
9	Inner Mongolia Huangtaolegai Coal Co., Ltd. (“Huangtaolegai”)	60%	158,000.00	Coal mining and washing, production of hazardous chemicals
10	Pingmei Chang’an Energy Development Co., Ltd. (“Pingmei Chang’an”)	60%	100,000.00	Coal mining and washing
11	Hangjinqi Juneng Energy Co., Ltd. (“Juneng Energy”)	100%	30,000.00	Coal mining and washing
12	Gansu Huaneng Tianjun Energy Co., Ltd. (“Tianjun Energy”)	55%	264,521.60	Coal mining and washing

– I-2 –

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

No.	Name of company	Shareholding proportion	Registered capital (RMB0'000)	Principal business
13	Shaanxi Boxuan Technology Co., Ltd. (“Boxuan Technology”)	100%	15,000.00	Operation of coal preparation plant, maintenance of coal preparation equipment and intelligent coal preparation
14	Zibo Aike Industrial and Mining Machinery Co., Ltd. (“Aike Industrial and Mining”)	100%	5,000.00	Mining equipment and material manufacturing, mine auxiliary transportation services, etc.
15	Shanxi Longkuang Energy Investment and Development Co., Ltd. (“Longkuang Investment”)	100%	5,000.00	Safety management and production technology supervision services for the mines
16	Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd. (“Wanhua Equipment”)	100%	2,100.00	Maintenance of mining hydraulic support, mining equipment and electrical equipment
17	Mayicheng (Beijing) Technology Co., Ltd. (“Mayicheng”)	100%	600.00	Scientific and technological innovation service for coal industry enterprises
18	Shaanxi Yingdong Mining Co., Ltd. (“Yingdong Mining”)	77.54%	10,500.00	Coal wholesale operations

Note 1: The shareholding proportion refers to the shareholding proportion of Xibei Mining in each of its subordinate company

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

As at the Latest Practicable Date, Xibei Mining Group has a total of 12 coal enterprises and holds a total of 14 mineral rights (including 12 mining rights and 2 exploration rights). Commercial coal production of Xibei Mining from January to November 2022, 2023 and 2024 was 29,502.9 kilotons, 28,338.1 kilotons and 28,618.2 kilotons, respectively. The details of the mineral right are as follows:

Mineral Right of Xibei Mining Group

No.	Name of company	Province	Name of mine	Type of mineral right	Main types of coal	Caliber used in the valuation1
						Resources (100 million tonnes)	Recoverable reserves (100 million tonnes)	Approved production capacity2	Remaining service life (year)
1	Zhengtong Coal Industry	Shaanxi	Gaojiabao Coal Mine	Mining right	Thermal coal (non-stick coal, weak caking coal)	7.77	4.46	450.0	66.08
2	Shaozhai Coal Industry	Gansu	Shaozhai Coal Mine	Mining right	Thermal coal (non-stick coal)	1.66	1.07	240.00	32.95
3	Waju Coal Industry	Gansu	Waju Coal Mine	Mining right	Thermal coal (non-stick coal, long-flame coal)	2.26	1.61	300.00	38.45
4	Tingnan Coal Industry	Shaanxi	Tingnan Coal Mine	Mining right	Thermal coal (non-stick coal)	3.39	0.89	450.00	14.08
5	Shuangxin Mining	Inner Mongolia	Yangjiacun Coal Mine	Mining right	Thermal coal (non-stick coal, long-flame coal)	3.40	2.33	600.00	20.19
6	Yongming Coal Mine	Shaanxi	Yongming Coal Mine	Mining right	Coking coal (gas coal)	0.11	0.07	45.00	12.14
7	Daheng Coal Industry	Shanxi	Daheng Coal Mine	Mining right	Thermal coal (long-flame coal)	1.70	0.50	360.00	11.58
8	Wangtian Coal Industry	Shanxi	Wangtian Coal Mine	Mining right	Coking coal (gas coal)	0.77	0.33	180.00	13.25
9	Huangtaolegai	Inner Mongolia	Bayangaoe Coal Mine	Mining right	Thermal coal (non-stick coal, long-flame coal)	8.37	5.44	800.00	85.24
10	Pingmei Chang'an	Shaanxi	Yangjiaping Coal Mine (under construction)	Mining right	Thermal coal (non-stick coal, weak caking coal, long-flame coal)	10.30	4.82	500.00	68.85
11	Juneng Energy	Inner Mongolia	Youfanghao Coal Mine (under construction)	Mining right	Thermal coal (non-stick coal, long-flame coal)	8.05	4.70	500.00	67.13
12	Tianjun Energy	Gansu	Liuyuanzi Coal Mine	Mining right	Thermal coal (long-flame coal)	0.83	0.64	180.00	25.92

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

No.	Name of company	Province	Name of mine	Type of mineral right	Main types of coal	Caliber used in the valuation1
						Resources (100 million tonnes)	Recoverable reserves (100 million tonnes)	Approved production capacity2 (Ten kiloton/year)	Remaining service life (year)
Total assets of mining right						48.61	26.86	4,605.00	-
1	Tianjun Energy	Gansu	Exploration of Mafuchuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved)	Exploration right	Thermal coal (long-flame coal, non-stick coal)	9.11	5.58	800.00	71.13
2	Tianjun Energy	Gansu	Exploration of Maojiachuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved)	Exploration right	Thermal coal (long-flame coal)	5.80	4.08	700.00	59.53
Total assets of exploration right						14.91	9.66	1,500.00	-
Total assets of mining right and exploration right						63.52	36.52	6,105.00	-

Note 1: The caliber used in the valuation is based on the resources and recoverable reserves used in the valuation as at 30 November 2024 in the valuation report on mineral rights issued by China Enterprise Appraisals Co., Ltd. Resources used in the valuation refers to the basic data used in the valuation and calculation of recoverable resources in the above total resources, i.e. the total of the (measured + indicated) resources involved in the valuation and the inferred resources discounted by the reliability coefficient. Recoverable reserves used in the valuation refers to the reserves that can be recovered after deducting various losses from the resources used in the valuation.
According to the standard of Solid Mineral Resources/Reserves Classification (China National Standard GB/T17766-2020), the total resources and reserves (proved reserve + reliable reserve) of Xibei Mining as at the end of 2023 amounted to 7,245 million tonnes and 3,316 million tonnes respectively (sourced from reviewed and filed reserve reports, exploration reports, and annual report of reserves, among others). Among them, the Wuju Coal Mine has not been put into production as at the end of 2023, the Yangjiaping Coal Mine, the Youfanghao Coal Mine, the Mafuchuan Coal Mine and the Maojiachuan Coal Mine have not been put into production as at the Latest Practicable Date. As such, there was no annual report of reserves or proved + reliable reserve figures available for these mines. The reserve figures provided are based on the assessed recoverable reserves.
Note 2: Except for Tianjun Energy, the approved production capacity data for mineral rights is based on the approved production capacity as of 30 November 2024. For Tianjun Energy, in accordance with Reply Letter on the Revision of the Overall Plan for the Shajingzi Mining Area (Gan Neng Han [2025] No. 30) $\langle$ 關於沙井子礦區總體規劃修編情況的復函 $\rangle$ 甘能函[2025]30號) of the Gansu Provincial Energy Bureau, the planned production capacity for the Mafuchuan Coal Mine is 8 million tons per annum (conventional capacity: 5.6 million tons per annum; reserve capacity: 2.4 million tons per annum), for the Maojiachuan Coal Mine is 7 million tons per annum (conventional capacity: 4.9 million tons per annum; reserve capacity: 2.1 million tons per annum), and for the Liuyuanzi Coal Mine is 1.8 million tons per annum. The revised draft of the plan is still pending approval from the NDRC.
Note 3: Differences between the sum of some of the totals in the above table and the sum of the breakdowns, if any, are due to rounding.

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

Details of the mineral rights under Xibei Mining are as follows:

(1) Mining rights

1) Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Shaanxi Zhengtong Coal Industry Co., Ltd.
Mining permit No.	C6100002013101110133086
Name of mine	Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal, weak caking coal)
Mining method	Underground mining
Approved production capacity	4,500,000 tonnes/year
Mining area	219.1699 square kilometres
Validity period	28 September 2018 to 28 September 2026
Mining elevation	From +370m to -30m
Remaining service life of the mine	66.08 years

2) Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Gansu Lingtai Shaozhai Coal Industry Co., Ltd.
Mining permit No.	C6200002021011110151277
Name of mine	Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal)
Mining method	Underground mining
Approved production capacity	2,400,000 tonnes/year
Mining area	20.1698 square kilometres
Validity period	24 June 2024 to 15 January 2051
Mining elevation	From +520m to +250m
Remaining service life of the mine	32.95 years

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APPENDIX I
BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

3) Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Pingliang Wuju Coal Industry Co., Ltd.
Mining permit No.	C6200002022031120153241
Name of mine	Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal, long-flame coal)
Mining method	Underground mining
Approved production capacity	3,000,000 tonnes/year
Mining area	26.0589 square kilometres
Validity period	9 March 2022 to 9 March 2052
Mining elevation	From +970m to 0m
Remaining service life of the mine	38.45 years

4) Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Shaanxi Changwu Tingnan Coal Industry Co., Ltd.
Mining permit No.	C6100002011011120106797
Name of mine	Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal)
Mining method	Underground mining
Approved production capacity	4,500,000 tonnes/year
Mining area	35.5482 square kilometres
Validity period	30 December 2022 to 30 December 2030
Mining elevation	From +530m to +350m
Remaining service life of the mine	14.08 years

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APPENDIX I
BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

5) Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Inner Mongolia Shuangxin Mining Co., Ltd.
Mining permit No.	C1000002011051110111946
Name of mine	Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal, long-flame coal)
Mining method	Underground mining
Approved production capacity	6,000,000 tonnes/year
Mining area	18.6697 square kilometres
Validity period	4 May 2011 to 4 May 2041
Mining elevation	From +1,456m to +1,228m
Remaining service life of the mine	20.19 years

6) Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Shaanxi Yongming Coal Mine Co., Ltd.
Mining permit No.	C6100002010061120067710
Name of mine	Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd.
Mining type	Coal
Type of coal	Coking coal (gas coal)
Mining method	Underground mining
Approved production capacity	450,000 tonnes/year
Mining area	9.1058 square kilometres
Validity period	22 May 2023 to 22 May 2026
Mining elevation	From +1,090m to +1,020m
Remaining service life of the mine	12.14 years

– I-8 –

APPENDIX I
BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

7) Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.
Mining permit No.	C1400002009101220038687
Name of mine	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (long-flame coal)
Mining method	Underground mining
Approved production capacity	3,600,000 tonnes/year
Mining area	6.9096 square kilometres
Validity period	25 August 2014 to 25 August 2044
Mining elevation	From +1,300m to +960m
Remaining service life of the mine	11.58 years

8) Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.
Mining permit No.	C1400002009111220045315
Name of mine	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.
Mining type	Coal
Type of coal	Coking coal (gas coal)
Mining method	Underground mining
Approved production capacity	1,800,000 tonnes/year
Mining area	7.9584 square kilometres
Validity period	20 November 2012 to 20 November 2041
Mining elevation	From +980m to +620m
Remaining service life of the mine	13.25 years

– I-9 –

APPENDIX I
BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

9) Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Mongolia Huangtaolegai Coal Co., Ltd.
Mining permit No.	C1000002017051110145299
Name of mine	Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal, long-flame coal)
Mining method	Underground mining
Approved production capacity	8,000,000 tonnes/year
Mining area	64.7019 square kilometres
Validity period	4 May 2017 to 4 May 2047
Mining elevation	From +759m to +470m
Remaining service life of the mine	85.24 years

10) Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Pingmei Chang'an Energy Development Co., Ltd.
Mining permit No.	C6100002024041110156653
Name of mine	Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal, weak caking coal, long-flame coal)
Mining method	Underground mining
Approved production capacity	5,000,000 tonnes/year
Mining area	142.4688 square kilometres
Validity period	12 April 2024 to 12 April 2032
Mining elevation	600m to -10m
Remaining service life of the mine	68.85 years

– I-10 –

APPENDIX I
BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

11) Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Hangjinqi Juneng Energy Co., Ltd.
Mining permit No.	C1500002023091110155590
Name of mine	Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (non-stick coal, long-flame coal)
Mining method	Underground mining
Approved production capacity	5,000,000 tonnes/year
Mining area	110.0749 square kilometres
Validity period	5 September 2023 to 5 September 2053
Mining elevation	From +982m to +653m
Remaining service life of the mine	67.13 years

12) Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd.

Type of mineral right	Mining right
Mineral right owner	Gansu Huaneng Tianjun Energy Co., Ltd.
Mining permit No.	C1000002010091110075170
Name of mine	Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd.
Mining type	Coal
Type of coal	Thermal coal (long-flame coal)
Mining method	Underground mining
Approved production capacity	1,800,000 tonnes/year
Mining area	15.651 square kilometres
Validity period	19 October 2018 to 13 September 2030
Mining elevation	From +1,520m to +996.74m
Remaining service life of the mine	25.92 years

– I-11 –

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

(2) Exploration rights

1) Exploration of Mafuchuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved)

Type of mineral right	Exploration right
Mineral right owner	Gansu Huaneng Tianjun Energy Co., Ltd
Exploration permit No.	T6200002010101030042485
Name of exploration project	Exploration of Mafuchuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved)
Validity period	20 November 2020 to 19 November 2025
Exploration area	67.52 square kilometres
Type of coal	Thermal coal (long-flame coal, non-stick coal)

2) Exploration of Maojiachuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved)

Type of mineral right	Exploration right
Mineral right owner	Gansu Huaneng Tianjun Energy Co., Ltd.
Exploration permit No.	T6200002010041030040290
Name of exploration project	Exploration of Maojiachuan Minefield in Shajingzi Mining Area, Huan County, Gansu Province (reserved)
Validity period	17 September 2021 to 17 September 2026
Exploration area	52.0127 square kilometres
Type of coal	Thermal coal (long-flame coal)

– I-12 –

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

3. Financial Data of the Target Company

The major consolidated financial figures of Xibei Mining for the two years ended 31 December 2022, 2023 and the year ended 31 December 2024, prepared in accordance with the Chinese accounting standards, are as follows:

RMB'000

	For the year ended 31 December 2022 (Audited)	For the year ended 31 December 2023 (Audited)	For the year ended 31 December 2024 (Unaudited)
Revenue	19,551,758.90	15,918,188.67	18,410,147.29
Profit before tax	5,602,756.76	3,271,201.90	1,858,836.10
Profit after tax	4,661,283.11	2,265,756.02	1,278,680.32
	As at 31 December 2022 (Audited)	As at 31 December 2023 (Audited)	As at 31 December 2024 (Unaudited)
Total assets	43,873,771.23	43,278,582.63	55,805,906.40
Total liabilities	32,793,517.92	30,642,713.26	32,442,154.52
Net assets	11,080,253.32	12,635,869.36	23,363,751.87

Note: The data for 2022 and 2023 in the above table are extracted from the Audit Report, and the statement adopted is the pro forma financial statement; the data for 2024 is extracted from the unaudited financial statement.

4. Evaluation of the Target Company

(I) Overall Situation of Asset Valuation

The Independent Valuer of the Transaction, using 30 November 2024 as the benchmark date, adopted the asset-based approach to evaluate the entire shareholders' equity of Xibei Mining, and issued the Asset Evaluation Report.

According to the valuation results, the book value of the total assets of Xibei Mining as at the Valuation Benchmark Date was RMB30,189 million, with an appraised value of RMB41,964 million, representing an appreciation of RMB11,774 million and an appreciation rate of 39.00%; the book value of the total liabilities was RMB16,702 million, with an appraised value of RMB16,701 million, representing a depreciation rate of 0.01%; the book value of net assets was RMB13,487 million, with an appraised value of RMB25,263 million, representing an appreciation of RMB11,776 million and an appreciation rate of 87.31%. The summary of the valuation is detailed in the table below:

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

Unit: RMB0'000

Item		Book value A	Appraised value B	Appreciation C=B-A	Appreciation rate% D=C/A×100
I.	Current assets	632,516.40	632,516.40	0.00	0.00
II.	Non-current assets	2,386,418.73	3,563,856.11	1,177,437.38	49.34
	Including: long-term equity investment	2,193,849.18	3,372,514.10	1,178,664.92	53.73
	Investment properties	-	-	-	-
	Fixed assets	4,822.94	3,545.51	-1,277.43	-26.49
	Construction in progress	-	-	-	-
	Oil and gas assets	-	-	-	-
	Intangible assets	55.76	105.65	49.89	89.49
	Including: land use right	-	-	-	-
	Other non-current assets	187,690.85	187,690.85	0.00	0.00
	Total assets	3,018,935.13	4,196,372.51	1,177,437.38	39.00
III.	Current liabilities	811,758.34	811,641.10	-117.24	-0.01
IV.	Non-current liabilities	858,480.86	858,480.86	0.00	0.00
Total liabilities		1,670,239.20	1,670,121.96	-117.24	-0.01
Net assets		1,348,695.93	2,526,250.55	1,177,554.62	87.31

(II) Rationality Analysis of Valuation

According to the appraisal results, the appraisal increase in value of Xibei Mining was mainly derived from long-term equity investment projects (i.e. subordinate subsidiaries), while the appraisal increase in value of subordinate subsidiaries was mainly derived from the appraisal increase in value of mining rights. The specific components of the appraised appreciation of Xibei Mining are as follows:

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

The specific components of the appraised appreciation of Xibei Mining are as follows:

Unit: RMB0'000

Target company	Item/amount	Target company	Book value of 100% equity interest (parent company) A	Appraised value of 100% equity interest B	Valuation appreciation C=B-A	Valuation appreciation rate D=C/A
Xibei Mining	Total Shareholders’ Equity	Total Shareholders’ Equity	1,348,695.93	2,526,250.55	1,177,554.62	87.31%
	Including	Mineral right	833,692.92	2,485,065.49	1,651,372.57	198.08%
		Fixed asset	1,524,981.88	1,902,271.31	377,289.43	24.74%
		Land	59,110.81	73,402.49	14,291.68	24.18%

Note: The figures for mining rights value, fixed assets and land in the above table are presented on an attributable-to-parent-company basis for Xibei Mining, i.e., the sum of the relevant line items under Xibei Mining's parent company and the pro-rata share of Xibei Mining based on its ownership interest in the corresponding line items of its subsidiaries under the asset-based valuation approach.

Appreciation in Mining Rights Value

The carrying amount of mineral rights attributable to Xibei Mining totaled RMB8,337 million, with a total appraised value of mineral rights of RMB24,851 million, representing an appreciation of mineral rights of RMB16,514 million or an appreciation rate of 198.08%. The primary reasons for the appreciation are as follows: The mining rights for the Tingnan Coal Mine, Yangjiacun Coal Mine, and Bayangaole Coal Mine under Xibei Mining were acquired at an early stage with relatively low historical acquisition costs. Additionally, the Youfanghao Coal Mine is an under-construction minefield. As the present value of net income was calculated by using the discounted cash flow method based on the resource quantities, expected market prices of products at the Valuation Benchmark Date and with reference to the latest feasibility study and relevant economic-technical parameters in the design and mining scheme, the appraised value of mining rights represents a significant appreciation compared to its accounting carrying value.

Appreciation in Fixed assets

As of the Valuation Benchmark Date, the carrying amount of fixed assets held by Xibei Mining totaled RMB15,250 million, while the appraised value amounted to RMB19,023 million, representing an appraised appreciation of RMB3,773 million or an appraised appreciation rate of 24.74%. The primary reason is that some fixed assets under Xibei Mining were built earlier with lower costs. In addition, the depreciation period adopted by the Company was shorter than the economic life span used in the valuation, resulting in an increase in the appraised value.

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

3. Appreciation in Land

As of the Valuation Benchmark Date, the carrying amount of land held by Xibei Mining (on an attributable-to-parent-company basis) totaled RMB591 million, while the appraised value amounted to RMB734 million, representing an appraised appreciation of RMB143 million or an appraised appreciation rate of 24.18%. The specific reason for the appreciation is that the land use rights held by subsidiaries of Xibei Mining were acquired at an earlier date with relatively lower land acquisition costs. In recent years, land prices have risen, resulting in an increase in the appraised value.

5. Risk warning and countermeasures

(I) Risk of Industrial Fluctuation and Less-than-expected Operating Results of Xibei Mining

1. Risk Warning

Affected by factors such as the complex international energy supply and demand situation and cyclical fluctuations in the coal industry, the growth rate of coal demand has slowed down, prices have continued to fluctuate at high levels before declining. In the short term, they still exhibit characteristics of cyclical volatility, posing risks to coal production and sales. The outlook for coal prices remains uncertain. Should coal prices decline in the future, there is a risk that the operational performance of Xibei Mining may fall short of expectations.

2. Countermeasures

The Company will pay close attention to national policies and macroeconomic trends as well as industry policy changes and fluctuations, grasp the guidance of macro-control policies, actively adjust business plans, product structure and market structure, and enhance Xibei Mining's overall anti-risk capability and market competitiveness. At the same time, the Company will promptly negotiate and discuss plans with the counterparty on industry policy changes that may have an impact. At the same time, to safeguard the interests of the listed company and minority shareholders, the Purchaser has provided a Letter of Performance Commitment. Should the accumulated realized net profit of Xibei Mining during the Commitment Period fall short of the accumulated committed net profit, the Company shall be compensated in cash.

I-16 -

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

(II) Risk of Certain Mineral Rights Requiring Payment or Supplementary Payment of Transfer Proceeds

1. Basic Information

Certain mineral rights held by Xibei Mining are subject to the risk of requiring payment or supplementary payment of transfer fee. The details are as follows:

(1) 2 mineral rights have newly added resource reserves without paid disposal. In accordance with Circular 10, for coal mining rights that have been established and disposed of with compensation, if they involve the use of resource reserves without paid disposal within the mining rights scope, the mining right transfer fee shall be levied annually based on the rate of mineral right transfer fee during the sale of mineral products, in accordance with the agreed transfer method.

(2) 9 mineral rights have been disposed of with compensation, and all or part of the mineral right price or transfer fee has been paid in accordance with the mineral right transfer contracts, auction confirmation letters and other documents. However, among them, 5 mineral rights have been disposed of in earlier period, during which there are adjustments in the national policies related to the mineral right price and transfer fee; 2 mineral rights involve missing some historical evolution information; 2 mineral rights involve the resource conversion projects; if, in the future, the relevant government authorities are of the view that such companies require payment or supplementary payment of transfer fee according to Circular 10 or the effective laws and regulations at the time, there is a risk of suffering losses.

2. Countermeasures

(1) For 2 mineral rights have newly added resource reserves without paid disposal, in the Transactions, based on the rate of mineral right transfer fee stipulated in Circular 10, the possible future transfer fee payable for newly added resource reserves of such mineral rights has been estimated and taken into consideration in the costs.

(2) For the remaining 9 mineral rights that have been disposed of with compensation; in order to protect the rights and interests of the Company, the Vendors undertake that, after the Closing Date of the Transactions, for the transfer fee payable in respect of the resource reserves that have been used before the 30 November 2024 Valuation Benchmark Date and within the scope of the relevant mining rights evaluation in the Transactions, the transferor shall provide compensation. The specific details of the commitment are set out in the relevant Letter of Mineral Right Commitment.

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

(III) Risks Relating to the Renewal of the Exploration Rights of Xibei Mining

1. Basic Information

The exploration right of Mafuchuan Minefield and the exploration right of Maojiachuan Minefield held by Gansu Huaneng Tianjun Energy Co., Ltd., a controlling subsidiary of Xibei Mining, are reserved for the fifth time and are currently handling the procedures for converting exploration rights to mining rights (“exploration to mining”). The number of reserved time of the aforesaid 2 exploration rights has exceeded the maximum reserved time limit stipulated in the current effective Administrative Measures on Registration of Mineral Resources Exploration and Survey using the Block System (礦產資源勘查區塊登記管理辦法). If the aforesaid 2 exploration rights cannot be converted to mining rights within their valid period, there exists a degree of uncertainty regarding whether they can be renewed or reserved in the future.

2. Countermeasures

According to Article 25 of the Mineral Resources Law of the PRC (revised in 2024) which will be implemented from 1 July 2025: the holder of the exploration right may apply to convert its exploration right to mining right within the exploration right period after measuring the mineral resources available for mining; except as otherwise provided by laws and administrative regulations. The original department responsible for the transfer of mineral rights shall sign a mining right transfer contract with the holder of the exploration right and establish the mining right. For the needs of the public interest, or as a result of force majeure or other special circumstances, if the exploration right cannot be converted to the mining right at the moment, the holder of the exploration right may apply for the reserve of the exploration right, which shall be approved by the original department responsible for the transfer of mineral rights. During the reserve period of the exploration right, the exploration right period is suspended from counting. As at the Latest Practicable Date, Gansu Huaneng Tianjun Energy Co., Ltd. has engaged exploration units to prepare exploration reports or reserve verification reports in respect of the exploration right of Mafuchuan Minefield and the exploration right of Maojiachuan Minefield and filed the same with the authority of natural resources.

In the Transactions, the Vendors have made a specific commitment that, they will actively urge and assist Gansu Huaneng Tianjun Energy Co., Ltd. in completing the procedures for converting the exploration rights to mining rights or reserving the exploration rights within the validity period of the corresponding mineral resource exploration permits, and assume compensation liability for any losses arising from the future inability to convert or reserve or renew these rights. Please refer to the relevant contents of the Letter of Mineral Right Commitment for details of the commitment.

I-18 -

APPENDIX I

BASIC INFORMATION OF XIBEI MINING AND THE TARGET GROUP

The Company will closely monitor developments in relevant policies and regulations and the progress in the procedures for converting the exploration rights to mining rights in respect of 2 exploration rights.

(IV) Fixed equity income risk of the Wangtian Coal Industry

1. Basic information

The Wangtian Coal Industry and its shareholders, Xibei Mining, Shanxi Longkuang Energy Investment Development Co., Ltd. and Shanxi Xin Zhou Shen Da Energy Group Company Limited, entered into the Internal Cooperative Operation Agreement on 23 October 2023, pursuant to which Shanxi Xin Zhou Shen Da Energy Group Company Limited receives fixed equity income from the Wangtian Coal Industry on the basis of fixed equity income standard corresponding to the quarterly production capacity and average coal price of the Wangtian Coal Industry; the term of the Agreement is from the date of actual resumption of production to 31 December 2026, which will be automatically extended for one year upon expiry of the Agreement without written objection from the parties.

The asset valuation report of the Transactions uses the expiry and non-renewal of the Internal Cooperative Operation Agreement on 31 December 2026 as the valuation assumption, and the appraised value of the 55% equity interests in the Wangtian Coal Industry as set out in the asset valuation report is approximately RMB166 million, and the value of the Wangtian Coal Industry to which the Company will be indirectly entitled upon completion of the Transactions = the appraised value of the 55% equity interests in the Wangtian Coal Industry × 51% (i.e. approximately RMB85 million).

2. Countermeasures

The early termination or expiry of the termination of the Internal Cooperative Operation Agreement between the Wangtian Coal Industry and its shareholders will be treated as a prerequisite for the payment of the corresponding price of the Wangtian Coal Industry in the transfer price in the Transactions. If the prerequisite conditions for the payment have not been fulfilled, the Company will not pay the corresponding price of the Wangtian Coal Industry.

I-19 -

APPENDIX II PRINCIPAL ASSUMPTIONS FOR PROFIT FORECAST

The following extract from the Asset Valuation Report sets out the assumptions (including business assumptions) used by the independent valuer in the preparation of the Asset Valuation Report:

(I) It is assumed that all valuation subjects are in the process of transaction, and the valuers will conduct valuation in a market according to the transaction conditions of assets to be appraised;

(II) It is assumed that, for an asset transacted or intended to be transacted in the market, the parties to the transaction are equal in status, provided with the opportunity and time to obtain sufficient market information, act voluntarily and rationally, and can make reasonable judgments on asset functions, purposes and transaction prices;

(III) It is assumed that the asset to be appraised will continue to be used under its current purpose and manner;

(IV) It is assumed that there are no material changes in the relevant prevailing laws, regulations and policies of the State and the macroeconomic situation of the State; there are no material changes in the political, economic and social environment of the regions where the parties to this transaction are located;

(V) It is assumed that the appraised entity will continue to operate based on the actual condition of the asset on the Valuation Benchmark Date;

(VI) It is assumed that there are no material changes in interest rates, exchange rates, tax bases and tax rates, and policy-based levies related to the appraised entity;

(VII) It is assumed that the management of the appraised entity is responsible and stable, and is capable of shouldering its duties after the Valuation Benchmark Date;

(VIII) Unless otherwise stated, it is assumed that the enterprise is fully compliant with all relevant laws and regulations;

(IX) It is assumed that there are no other force majeure and unforeseen factors that would have a material adverse impact on the appraised entity after the Valuation Benchmark Date;

(X) It is assumed that the accounting policies to be adopted by the appraised entity after the Valuation Benchmark Date are consistent with the accounting policies adopted in the preparation of the valuation report in material aspects;

(XI) It is assumed that the business scope and mode of the appraised entity are consistent with the current direction based on the existing management mode and management level after the Valuation Benchmark Date;

(XII) It is assumed that the cash inflow and outflow of the appraised entity after the Valuation Benchmark Date is at their respective average levels;

II-1 -

APPENDIX II PRINCIPAL ASSUMPTIONS FOR PROFIT FORECAST

(XIII) It is assumed that the mining rights held by the appraised entity will continue to operate based on their established production methods, construction periods, production scale, product mix and technological development levels;

(XIV) It’s assumed that the enterprise’s coal production and sales will achieve a balance in future years;

(XV) This valuation is based on the mineral resource reserves that have been reviewed and registered within the mining license. After the mining license period expires during the forecast period, it is assumed that the mining license can be successfully extended free of charge until the end of the assessed valuation period;

(XVI) As at the Valuation Benchmark Date, the subsidiaries of the appraised entity, including Shaanxi Zhengtong Coal Industry Co., Ltd., Huaneng Lingtai Shaozhai Coal Industry Co., Ltd., Shaanxi Changwu Tingnan Coal Industry Co., Ltd., Inner Mongolia Shuangxin Mining Co., Ltd., Shaanxi Boxuan Technology Co., Ltd., Shandong Kanggge Energy Technology Co., Ltd., Zibo Aike Industrial and Mining Machinery Co., Ltd., Shaanxi Yongming Coal Mine Co., Ltd., and Inner Mongolia Huangtaolegai Coal Co., Ltd. are high-tech enterprises. This valuation assumes that the appraised entity will maintain its high-tech enterprise certification qualification in future years and continue to enjoy a preferential income tax rate of 15%, based on the premise that various calculation indicators indicate the enterprise meet the recognition standards for high-tech enterprises;

(XVII) As at the Valuation Benchmark Date, Shuangxin Coal Mine operated by Inner Mongolia Shuangxin Mining Co., Ltd., a subsidiary of the appraised entity, employed a single-seam mining. According to the production plan of the appraised entity, a mining approach of “one shaft with two mining faces” will be implemented starting from 2026. The valuation assumes that Shuangxin Coal Mine will successfully implement dual-seam mining as planned in 2026, and that all cost and expenses after dual-seam mining is implemented will align with the company’s projections;

(XVIII) Three shareholders of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd. (a subsidiary of the appraised entity), including Shanxi Xinzhou Shenda Energy Group Co., Ltd. (Party A), Shandong Energy Group Xibei Mining Co., Ltd. (Party B) and Shanxi Longkuang Energy Investment and Development Co., Ltd. (Party C), entered into an Internal Cooperative Operation Agreement, which stipulates that Party A receives agreed fixed equity income from the target company without participating in operations, while retaining information and oversight rights, and the operation and management is jointly led by Party B and Party C; Based on the actual sales volume and reserves utilization of the coal mine, Party A collects fixed equity income from the target company according to different coal price standards from the date of actual resumption of production to 31 December 2026. This valuation assumes that the aforementioned operation agreement will not be extended by 31 December 2026.

II-2 -

APPENDIX II PRINCIPAL ASSUMPTIONS FOR PROFIT FORECAST

(XIX) It is assumed that Shilin Chemical Branch of Inner Mongolia Huangtaolegai Coal Co., Ltd. (a subsidiary of the appraised entity) will cease operations upon the expiration of the service life of Bayangaole Coal Mine;

(XX) As at the Valuation Benchmark Date, Inner Mongolia Huangtaolegai Coal Co., Ltd. (a subsidiary of the appraised entity) leased the dedicated pipelines and ancillary facilities from Wushenqi Baiheshui Water Utility Co., Ltd. It’s assumed that upon the expiration of the contract, both parties will continue to sign a lease agreement at the current rental rates until the end of the operation period of the appraised entity.

II-3 -

APPENDIX III

LETTER FROM REPORTING ACCOUNTANT

bakertilly

天職國際

Independent assurance report to the board of directors of Yankuang Energy Group Company Limited

We have examined the calculations of the discounted future estimated cashflows on which the valuation prepared by 北京中企華資產評估有限責任公司 dated 24 March 2025 in respect of the appraisal of the fair value of the companies as set out in the Appendix to this report as at 30 November 2024 (the "Valuation"), in connection with the proposed acquisition of 26% interest in Shandong Energy Group Xibei Mining Co., Ltd (山東能源集團西北礦業有限公司) (the "Target Company") and the proposed capital injection to the Target Company to acquire, in aggregate, 51% equity interest in the Target Company, is based. The Valuation, prepared based on the discounted future cash flows, is regarded as a profit forecast under Rule 14.61 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Directors' responsibilities

The directors of the Company are responsible for the preparation of the discounted future estimated cashflows in accordance with the bases and assumptions (the "Assumptions") determined by the directors as set out in the Valuation. This responsibility includes carrying out appropriate procedures relevant to the preparation of the discounted future estimated cashflows for the Valuation and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Our independence and quality management

We have complied with the independence and other ethical requirements of the "Code of Ethics for Professional Accountants" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies Hong Kong Standard on Quality Management 1 "Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements" which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

III-1 -

APPENDIX III
LETTER FROM REPORTING ACCOUNTANT

Our responsibility

Our responsibility is to form an assurance conclusion on the calculations of the discounted future estimated cashflows on which the Valuation is based and to report solely to you, as a body, as required by Rule 14.60A(2) of the Listing Rules, and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the calculations are concerned, the directors have properly compiled the discounted future estimated cashflows based upon the Assumptions. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.

Opinion

In our opinion, so far as the calculations are concerned, the discounted future estimated cashflows have been properly compiled, in all material aspects, based upon the Assumptions.

Other matter

The Assumptions include hypothetical assumptions about future events and management actions which cannot be confirmed and verified in the same way as past results and these may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from those used in the Valuation and the variation may be material. Our opinion is not qualified in respect of this matter.

For the purpose of this engagement, we do not review the accounting policies for the Valuation as the Valuation relates to discounted future cash flows and no accounting policies have been adopted in the preparation of the Valuation. We are not reporting on the appropriateness and validity of the Assumptions on which the Valuation is based and our work does not constitute any valuation of the Target Company or an expression of an audit or review opinion on the Valuation.

Baker Tilly Hong Kong Limited
Certified Public Accountants

Hong Kong, 8 April 2025
Wan Wing Ping
Practising certificate number P07471

APPENDIX III
LETTER FROM REPORTING ACCOUNTANT

Appendix

List of companies

Shaanxi Zhengtong Coal Industry Co., Ltd.* (陕西正通煤業有限責任公司)
Gansu Lingtai Shaozhai Coal Co., Ltd.* (甘肅靈台邵棄煤業有限公司)
Pingliang Wuju Coal Co., Ltd.* (平涼五舉煤業有限公司)
Shaanxi Changwu Tingnan Coal Industry Co., Ltd.* (陝西長武亭南煤業有限責任公司)
Inner Mongolia Shuangxin Mining Co., Ltd.* (內蒙古雙欣礦業有限公司)
Shaanxi Boxuan Technology Co., Ltd.* (陝西博選科技有限公司)
Shandong Kanggge Energy Technology Co., Ltd.* (山東康格能源科技有限公司)
Zibo Aike Industrial and Mining Machinery Co., Ltd.* (淄博菱科工礦機械有限公司)
Ant City (Beijing) Technology Co., Ltd.* (螞蟻城（北京）科技有限公司)
Shaanxi Yongming Coal Mine Co., Ltd.* (陝西永明煤礦有限公司)
Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.* (山西朔州平魯區龍礦大恒煤業有限公司)
Inner Mongolia Huangtaolegai Coal Co., Ltd* (內蒙古黃陶勒蓋煤炭有限責任公司)
Gansu Huaneng Tianjun Energy Co., Ltd* (甘肅華能天竣能源有限公司)
Shanxi Xinzhou Shenda Wangtian Coal Co., Ltd.* (山西忻州神達望田煤業有限公司)
English name for identification purpose only
III-3 -

APPENDIX IV LETTER FROM THE BOARD IN RELATION TO THE PROFIT FORECAST

The following is the text of a letter from the Board in relation to the profit forecast prepared for the purpose of incorporation in this circular.

The Listing Division
The Stock Exchange of Hong Kong Limited
12/F, Two Exchange Square
8 Connaught Place
Central, Hong Kong

8 April 2025

Dear Sir or Madam,

Company: Yankuang Energy Group Company Limited (the "Company")

Re: Discloseable and Connected Transaction in relation to the Acquisition of Equity Interest in Xibei Mining and Capital Increase in Xibei Mining

We refer to the announcement of the Company dated 8 April 2025 (the "Announcement"), of which this letter forms part. Unless the context otherwise requires, terms defined in the Announcement shall have the same meanings when used herein.

Reference is made to the valuation report in relation to the valuation of Xibei Mining dated 24 March 2025 (collectively, the "Assets Valuation Report(s)"), prepared by China Enterprise Appraisals Consultation Co., Ltd., an independent valuer (the "Independent Valuer"). In the Asset Valuation Report(s), the valuation of certain assets were prepared based on the income approach and therefore constitute a profit forecast (the "Profit Forecast") under Rule 14.61 of the Listing Rules.

We have consulted with the Independent Valuer and reviewed the underlying bases and assumptions upon which the Profit Forecast was prepared. Additionally, we have engaged Baker Tilly Hong Kong Limited to report on the calculations of the Profit Forecast used in the Asset Valuation Report(s) and have carefully considered their findings. Based on the above, we confirm that the Profit Forecast included in the Asset Valuation Report(s) has been made following due and careful inquiry.

Yours faithfully,

For and on behalf of the Board
Yankuang Energy Group Company Limited*
Li Wei
Director

English name for identification purpose only

APPENDIX V

FINANCIAL INFORMATION OF THE GROUP

1. THREE-YEAR FINANCIAL INFORMATION OF THE GROUP

The Company is required to set out in this circular the information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Group for the years ended 31 December 2024, 2023 and 2022 together with the accompanying notes to the financial statements of the Company, can be found on pages 208 to 384 of the annual report of the Company for the year ended 31 December 2024, pages 196 to 360 of the annual report of the Company for the year ended 31 December 2023 and 188 to 336 of the annual report of the Company for the year ended 31 December 2022. Please see below the hyperlinks to the aforesaid documents:

Annual report for the year ended 31 December 2024:

https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0328/2025032804222.pdf

Annual report for the year ended 31 December 2023:

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0328/2024032803662.pdf

Annual report for the year ended 31 December 2022:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0324/2023032400911.pdf

– V-1 –

APPENDIX V

FINANCIAL INFORMATION OF THE GROUP

2. STATEMENT OF INDEBTEDNESS OF THE ENLARGED GROUP

At the close of business on 31 March 2025, being the latest practicable date for the purpose of this statement of indebtedness prior to the date of this circular, the bank and other borrowings of the Enlarged Group comprise the following:

	RMB'000
Unsecured bank borrowings	81,220,475
Secured and guaranteed bank borrowings	20,040,400
Corporate bonds	24,845,963
Other secured borrowings	1,930,182
Other unsecured borrowings	383,342
Lease liabilities	544,619

Contingent liabilities

As at 31 March 2025, the Enlarged Group has provided guarantees with respect to the performance and operation of the Group, joint operations and related parties amounting to RMB5.194 billion.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, as of 31 March 2025, the Enlarged Group did not have any other debt securities issued and outstanding, or authorised or otherwise created but unissued, loans or term loans (secured, unsecured, guaranteed or otherwise), other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances (other than normal trade bills), acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees or other material contingent liabilities.

V-2 -

APPENDIX V

FINANCIAL INFORMATION OF THE GROUP

3. SUFFICIENCY OF WORKING CAPITAL

Taking into account the present internal resources, the available credit facilities of the Enlarged Group, and the impact of the Transactions and transactions contemplated under the Proposed Continuing Connected Transactions Agreements, and after due and careful enquiry, Directors are of the opinion that the Enlarged Group will have sufficient working capital to satisfy its present requirements, for the next 12 months from the date of this circular.

In accordance with Rule 14.66(12) of the Listing Rules, the Company obtained a report from its auditor prepared in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 500 "Reporting on Profit Forecasts, Statements of Sufficiency of Working Capital and Statements of Indebtedness" and with reference to Hong Kong Standard on Assurance Engagements 3000 (Revised) "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information" issued by the Hong Kong Institute of Certified Public Accountants, that such facilities were either confirmed by the persons or institutions providing finance in writing or by appropriate alternative evidence.

4. BUSINESS TREND AND FINANCIAL PROSPECTS OF THE ENLARGED GROUP

Looking ahead to 2025, the international economic landscape is projected to become increasingly complex and severe. Geopolitical tensions remain significant, and the global economy lacks robust growth momentum. However, the Chinese economy will keep advancing steadily with positive prospects in the long term. Major countries in the world are reassessing their energy security and international energy cooperation. It is anticipated that the coal market will continue to exhibit a landscape of relaxed supply throughout 2025, with limited downward pressure on price stability, thereby maintaining an annual average price within a favorable profit range over the medium to long term. The stability of market prices of the chemical products is generally maintained, with high-end chemical products demonstrating substantial price support.

In pursuit of our annual operating goals, the Group will focus on taking the following measures.

I. Strengthening core industries to increase production and expand capacity. Focusing on the two core industries of mining as well as high-end chemicals and new materials, we will efficiently allocate resources and extend the industrial chain, thereby comprehensively enhancing our subsequent momentum in development. We will also leverage our core advantages in mining. First, we aim to expedite the release of incremental potential. The Shandong base will implement meticulous extraction practices to ensure balanced and stable production, thereby maintaining a salable coal output of 37 to 40 million tons. The bases in Shaanxi and Inner Mongolia will capitalize on its strengths to achieve full production capacity and efficiency, reaching a salable coal output of 44 to 46 million tons. The Xinjiang base is on the path to its rapid rise and capacity release, thereby achieving a salable coal output exceeding 30 million tons. The Australian base will focus on production organization and management enhancements, so as to attain a salable coal output of 40 to 44 million tons.

APPENDIX V

FINANCIAL INFORMATION OF THE GROUP

Second, we will tackle the challenges of project construction. In 2025, the Company has commenced the construction of the No. 1 Coal Mine of Huolinhe, followed by the successive constructions of the Coal Mine of Liusangedan and Galutu commenced within three years. Upon the completion of the three mines, an additional coal production capacity of over 25 million tons per annum will be established. In 2026, the Company will begin the construction of the Caosiyao Molybdenum Mine, thereby diversifying sources of profitability through multiple mineral varieties. Third, we will acquire external resources. Adhering to the principle of "resources supremacy," we will expedite the infusion of premium coal mine assets under our Controlling Shareholder from regions such as Northwest China and Inner Mongolia, in a regional and phased approach. Moreover, we will proactively seek to procure high-quality coal resources from the "core regions of production" in strategic national energy bases, particularly in Shaanxi, Inner Mongolia, and Xinjiang. We will also maintain vigilant oversight of opportunities for mergers and acquisitions involving overseas coking coal and non-ferrous metal assets. Furthermore, we will aim to enhance the efficiency of our high-end chemicals and new materials industry. We will vigorously implement technological upgrades and renovations of production facilities to ensure its "stable, long-lasting and optimal" operations. Efforts are intensified to enhance, complement, and strengthen supply chains, systematically advancing two projects of 800,000-ton olefin initiative of Rongxin Chemicals in Inner Mongolia and Zhundong, Xinjiang and the 500,000-ton high-temperature Fischer-Tropsch project of Future Energy, and the integration of low-carbon, high-efficiency new energy materials at Lunan Chemicals. Also, we will propel the indicator acquisition of quality coal and new energy through project investments.

II. Accelerating the rise of emerging industries. We will proactively engage in emerging trends and seize new opportunities. We will stimulate the growth, expansion, and operational efficiency of emerging industries. The construction of the second phase of the intelligent manufacturing park for the high-end equipment manufacturing sector will continue to attract high-quality enterprises, top-tier talents, and leading-edge technologies, thereby striving to achieve a revenue exceeding RMB2 billion by 2025 for the industrial park. By consolidating advantageous resources in equipment manufacturing, we aim to create competitively robust mid-to-high-end products on the international stage, while fully leveraging the capabilities of the R&D platform for equipment manufacturing in Germany to accelerate the expansion into Asian and European markets. The smart logistics industry focuses on critical logistics nodes such as "coal transportation from the West to the East" and "coal transportation from the North to the South." We have completed the construction of the railway from Caojiahuochang to Niujialiang mining area, expedited the development of dedicated railway lines in the Zhundong mining area of Xinjiang, and proactively participated in the construction project of the "Wuyulin" railway, thereby effectively enhancing the transportation capacity for bulk products in regions such as Shaanxi, Inner Mongolia and Xinjiang. We strengthen and optimize the operations of Yankuang Tai'an Port and Sihekou Port in Jining, ensuring that the dispatch capabilities align with business growth and developmental needs. We propel the new energy industry through a dual approach of self-built initiatives

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FINANCIAL INFORMATION OF THE GROUP

and mergers and acquisitions, while expanding the layout of advantageous resource areas in Inner Mongolia and Xinjiang, and proactively strategizing for mergers, acquisitions, and joint ventures.

III. Deepening lean management to improve quality and efficiency. The Company implements lean management and value creating initiatives, while rigorously enforcing the "Ten Strengths and Ten Efficiency Enhancements" and other lean cost control measures, striving to reduce costs and improve efficiency through all possible means. First, we enhance the production cost reduction. We optimize the process workflows and production organization, intensifying comprehensive oversight over the entire production procedures to reduce consumption during production. Second, we deepen cost management strategies. We leverage the budgeting control functions of the financial sharing platform to enforce stringent budgeting and rigid controls, thereby endeavouring to reduce the controllable expenses by 5%, while optimizing the allocation of human resources, thereby achieving the efficiency improvement by human resources control. Third, we strengthen the capital management. We implement various strategies to secure low-cost financing, aiming to reduce the overall financing cost by 6% and decrease financial expenses by RMB300 million. Fourth, we optimize logistics management. We leverage the advantages of multimodal transportation and collaborative distribution to optimize channels, transportation, storage, and settlement methods, thereby minimizing sales expenses. Fifth, we revitalize existing assets. We intensify efforts to clear inventory and revitalize idle assets, ensuring a 10% reduction in existing material resources. Sixth, we stringently control the procurement costs. We intensify centralized procurement, joint negotiations with segmented contracts, and comparative purchasing to ensure a cost reduction of over RMB220 million. Seventh, we deepen intelligent marketing strategies. We implement precise marketing tactics, with a continued focus on the "four optimizations" of product varieties, customer engagement, regional distribution, and logistical flow, while emphasizing the fulfillment of long-term contracts, the maintenance of key client relationships, and the exploration of new markets. We safeguard coal quality and cash flow, while utilizing robust measures under the framework of "three emphases and two guarantees" to drive revenue growth and enhance efficiency.

IV. Promoting the sustainable enhancement of the corporate value. We focus on the trajectory of high-quality development, while emphasizing significant fields, tasks and steps, continuously enhancing the caliber of development and investment value. We seek to expand our global presence unwaveringly, while steadfastly implementing an internationalized strategy and coordinating the six domestic and overseas listing platforms. This involves the global allocation of capital, resources, technology, and talents. Additionally, we will intensify market value management by thoroughly executing the distinctive "135" management mechanism on market capitalization of Yankuang, as well as implementing a series of focused measures conducive to value creation, management, and realization for public companies, thereby strengthening the value recognition of capital market. We deepen the reform of state-owned enterprises. Vigorously implementing actions to enhance and refine the reform of state-owned enterprises,

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FINANCIAL INFORMATION OF THE GROUP

we optimize the allocation of state-owned capital, perfect the modern corporate system, and develop the market-oriented operation mechanism. Also, we elevate our brand image, while persistently excelling in ESG development, and proactively fulfilling social responsibilities in areas such as green development, rural revitalization, ecological protection, and emergency rescue.

5. POSSIBLE RISKS OF THE GROUP

Risks arising from safety management

The two business segments of the Company, namely "coal mining and coal chemicals", are of highly hazardous nature and of complex uncertainties in terms of production safety, thus leading to the likelihood of risks of safety management.

Countermeasures: The Group carries out regular and institutionalised survey and management of hidden disaster causing factors in mines, so as to achieve five criteria: analysis of disaster threats, measures for management proposals, focus on key nodes, disaster information sharing, and post-assessment management. The Group puts great efforts on enhancing the comprehensiveness of the investigation on risks and potential hazards, the accuracy of the identification of hazardous sources, the effectiveness of the management measures, and the timeliness of the implementation of the proposals, so as to realise the closed-loop risk management.

Risks arising from environmental protection

With the China's environmental policies getting much stricter and the whole society increasingly valuing environmental protection, the Group is facing more stringent environmental restrictions. China has made a solemn commitment to the world to achieve "carbon peaking and carbon neutrality", which brings significant impacts on the operation and development of the Company's coal business.

Countermeasures: The Group will strictly implement the requirements of environmental protection regulations, actively promote the upgrading and transformation of facilities and improve the operation and management of facilities to ensure that pollutants are discharged in accordance with the standards. The Group will also implement strategic transformation, actively promote the transformation of traditional industries and the rise of emerging industries, and follow the path of green and low-carbon development. In addition, the Group will promote the efficient and clean utilization of coal and continue to maintain the coal's fundamental role in the energy structure.

Risks arising from exchange rate

As a multinational company, the Group's businesses, such as overseas investment, overseas financing, international trade, etc., are subject to the fluctuation of foreign exchange rates, which in turn bring uncertainties to the operation results and strategic development of the Group.

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FINANCIAL INFORMATION OF THE GROUP

Countermeasures: The Group strengthens the study and judgment on the trend of foreign exchange rate, and takes advantage of comprehensive financial instruments to lower the risks brought by the fluctuation of foreign exchange rates. According to the movement trend of exchange rates for transaction currencies, the Group will establish the appropriate value-preservation clause in the transaction contract. The Group will flexibly use the instruments of foreign exchange derivatives, sign forward contracts of foreign exchange transactions and lock in the exchange rates.

Risks arising from geopolitics

The Group’s businesses across different regions and countries will be affected by factors such as local government policy, as well as changes in economic and international relations. If any major adverse changes occur, the business, financial condition and operating results of the Group may be adversely affected.

Countermeasures: First, the Group will pay close attention to the international trends, strengthen the analysis of political and economic developments in regions where the Group runs its business, timely identify and foresee the geopolitical risks for its overseas businesses, and formulate counter measures. Second, the Group will continue to adhere to the localization strategy, comply with the local laws and regulations and actively integrate into the local economic and social development.

6. EFFECT ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

As disclosed in the section titled “III. CONTINUING CONNECTED TRANSACTIONS”, the provision of comprehensive credit facility services to Shandong Energy Members by Shandong Energy Finance Company under the Proposed Shandong Energy Financial Services Agreement constitutes a major transaction under the Listing Rules. The Company is therefore required to disclose the effect of these proposed transactions on the earnings, assets, and liabilities of the Enlarged Group.

Shandong Energy Finance Company generally offers interest rates no lower than those provided by other banks and financial institutions. The Company estimates that, if the maximum daily balance of comprehensive credit facilities to be provided by Shandong Energy Finance Company under the Proposed Shandong Energy Financial Services Agreement is RMB32 billion for each of the three years from 2025 to 2027, the maximum interest income the Enlarged Group will receive during this period is expected to represent only a small proportion of the Group’s profit and assets.

Accordingly, the Company believes that the interest income derived from the provision of comprehensive credit facilities under the Proposed Shandong Energy Financial Services Agreement will not have a material impact on the Group’s profit, assets, or liabilities for the financial years ending 31 December 2025, 2026 and 2027, respectively.

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APPENDIX VI
ASSET VALUATION REPORT

This report is prepared under the PRC Asset Appraisal Standards

ASSET VALUATION REPORT ON THE VALUE OF ALL THE SHAREHOLDERS’ EQUITY OF SHANDONG ENERGY GROUP XIBEI MINING CO., LTD. (山東能源集團西北礦業有限公司) INVOLVED IN THE PROPOSED INCORPORATION OF SHANDONG ENERGY GROUP XIBEI MINING CO., LTD. INTO YANKUANG ENERGY GROUP COMPANY LIMITED BY SHANDONG ENERGY GROUP COMPANY LIMITED

Zhong Qi Hua Ping Bao Zi (2025) No. 6138
(The First of One Volume)

China Enterprise Appraisals Consultation Co., Ltd.
24 March 2025

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APPENDIX VI
ASSET VALUATION REPORT

DISCLAIMER ... VI-3
SUMMARY OF ASSET VALUATION REPORT ... VI-5
ASSET VALUATION REPORT ... VI-7
I. THE PRINCIPAL, THE APPRAISED ENTITY
AND OTHER USERS OF THE ASSET VALUATION REPORT AS
AGREED IN THE ASSET VALUATION ENGAGEMENT CONTRACT. . VI-7
II. PURPOSE OF VALUATION ... VI-16
III. SUBJECT AND SCOPE OF VALUATION ... VI-17
IV. VALUE TYPE ... VI-22
V. VALUATION BENCHMARK DATE ... VI-23
VI. BASIS OF VALUATION ... VI-23
VII. VALUATION APPROACHES ... VI-33
VIII. IMPLEMENTATION OF VALUATION PROCEDURES ... VI-40
IX. VALUATION ASSUMPTIONS ... VI-42
X. VALUATION CONCLUSION ... VI-44
XI. SPECIAL NOTES ... VI-45
XII. RESTRICTIONS ON THE USE OF THE ASSET VALUATION REPORT . . VI-93
XIII. DATE OF ASSET VALUATION REPORT ... VI-95

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ASSET VALUATION REPORT

DISCLAIMER

I. This Asset Valuation Report is prepared in accordance with the Basic Rules for Asset Valuation issued by the Ministry of Finance and the Practice Guidelines for Asset Valuation and the Code of Ethics for Asset Valuation issued by China Appraisal Society.

II. The asset valuation agency and our asset valuers comply with the laws, administrative regulations and asset valuation standards, adhere to the principles of independence, objectivity and impartiality, and take legal responsibility for the Asset Valuation Report issued.

III. The principal or other users of the Asset Valuation Report shall use the Asset Valuation Report in accordance with the provisions of laws and administrative regulations and within the scope of use as specified herein. Where the principal or other users of the Asset Valuation Report use this Asset Valuation Report in violation of the above provisions, the asset valuation agency and its asset valuation professionals shall bear no liability.

This Asset Valuation Report shall only be used by the principal, other users of the Asset Valuation Report agreed in the asset valuation engagement contract, and users of Asset Valuation Report as stipulated by laws and administrative regulations. Save for the above, no other agencies or individuals shall use the Asset Valuation Report.

The asset valuation agency and asset valuers remind the users of the Asset Valuation Report that they should correctly interpret and use the valuation conclusion, which is not equivalent to the realizable value of the valuation subject and should not be regarded as a guarantee for the realizable value of the valuation subject.

IV. The list of assets and liabilities involved in the valuation subject shall be declared by the principal and the appraised entity and confirmed by the same parties with signature, seal or other methods permitted by law; the principal and other parties concerned shall be responsible for the authenticity, completeness and legality of the information provided by it.

V. Our asset valuers have carried out on-site inspection on the valuation subject and its assets involved, paid necessary attention to the legal titles of the valuation subject and its assets involved, verified the information related to the legal titles of the valuation subject and its assets involved, truthfully disclosed the issues identified in the process, and requested the principal and other relevant parties to consummate the titles in order to fulfil the requirements for the issuance of the Asset Valuation Report.

VI. The asset valuation agency and our asset valuers have no interest in and are not expected to have any interest in the valuation subject in this Asset Valuation Report. We do not have any existing or prospective interest in nor any bias against the principal concerned.

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VII. The analyses, judgments and results in the Asset Valuation Report issued by the asset valuation agency are subject to the assumptions and limitations contained therein. Users of the Asset Valuation Report shall fully consider the assumptions, limitations and notes on specific matters set out in the Asset Valuation Report and their impact on the valuation conclusion.

VIII. The inspection of physical assets such as buildings (structures), shaft work and equipment category by our asset valuers is generally limited to observation under normal practice to understand the conditions of use and maintenance. It does not include the internal parts that are covered, hidden or difficult to access. We are not equipped to conduct professional surveys and are not commissioned to perform professional and technical inspections and surveys of the internal quality of the above assets. Our valuation is based on the information provided by the principal and other relevant parties. If there are defects in the internal quality of these valuation subjects, the valuation conclusion may be affected to varying degrees.

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ASSET VALUATION REPORT

SUMMARY OF ASSET VALUATION REPORT

IMPORTANT

The content of this summary is extracted from the text of the Asset Valuation Report. For the details of the valuation report and correct understanding and use of the valuation conclusion, please refer to the full text of the Asset Valuation Report.

Yankuang Energy Group Company Limited, Zibo Mining Group Co., Ltd.:

China Enterprise Appraisals Consultation Co., Ltd. (北京中企華資產評估有限責任公司) has accepted the engagement by the Company to appraise the market value of all the shareholders' equity of Shandong Energy Group Xibei Mining Co., Ltd. as at the Valuation Benchmark Date by carrying out necessary valuation procedures in accordance with the relevant laws, administrative regulations and asset valuation standards while adhering to the principles of independence, objectivity and impartiality. The summary of the Asset Valuation Report is set out below:

Purpose of valuation: Shandong Energy Group Company Limited proposes to incorporate Shandong Energy Group Xibei Mining Co., Ltd. into Yankuang Energy Group Company Limited and is required to conduct a valuation on the value of all the shareholders' equity of Shandong Energy Group Xibei Mining Co., Ltd. involved in the said economic activity to provide reference and basis on the value for such economic activity.

Subject of valuation: The value of all the shareholders' equity in Shandong Energy Group Xibei Mining Co., Ltd.

Scope of valuation: All audited assets and liabilities of Shandong Energy Group Xibei Mining Co., Ltd. presented in the pro forma financial statements as at the Valuation Benchmark Date.

On the Valuation Benchmark Date, the assets included in the scope of the valuation include current assets, long-term equity investment, fixed assets, intangible assets, other non-current assets, etc., and the book value of total assets of the parent company was RMB30,189,351,300; The liabilities include current liabilities and non-current liabilities, and the book value of total liabilities of the parent company was RMB16,702,392,000; The book value of net assets of the parent company was RMB13,486,959,300.

On the Valuation Benchmark Date, the consolidated book value of total assets was RMB53,427,145,500; The consolidated book value of total liabilities was RMB36,867,539,500; The consolidated book value of net assets was RMB16,559,606,000, of which, the equity attributable to the owners of the parent company was RMB10,028,391,400.

Valuation Benchmark Date: 30 November 2024

Value type: market value

Valuation approach: asset-based approach

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Valuation conclusion:

On the Valuation Benchmark Date, for Shandong Energy Group Xibei Mining Co., Ltd., the book value of total assets is RMB30,189,351,300, the appraised value is RMB41,963,725,100, representing an appreciation of RMB11,774,373,800 or 39.00%; the book value of total liabilities is RMB16,702,392,000, the appraised value is RMB16,701,219,600, representing a depreciation of RMB1,172,400 or 0.01%; the book value of the net assets is RMB13,486,959,300, the appraised value is RMB25,262,505,500, representing an appreciation of RMB11,775,546,200 or 87.31%.

The results of the valuation are detailed in the following summary table of the valuation results:

Summary table of the valuation results under the asset-based approach

Valuation Benchmark Date: 30 November 2024
Unit: RMB0'000

Item		Book value A	Appraised value B	Appreciation C=B-A	Appreciation rate % D=C/A×100
I. Current assets	1	632,516.40	632,516.40	0.00	0.00
II. Non-current assets	2	2,386,418.73	3,563,856.11	1,177,437.38	49.34
Including: Long-term equity investments	3	2,193,849.18	3,372,514.10	1,178,664.92	53.73
Investment properties	4	0.00	0.00	0.00
Fixed assets	5	4,822.94	3,545.51	-1,277.43	-26.49
Construction in progress	6	0.00	0.00	0.00
Oil and gas assets	7	0.00	0.00	0.00
Intangible assets	8	55.76	105.65	49.89	89.49
Including: Land use rights	9	0.00	0.00	0.00
Other non-current assets	10	187,690.85	187,690.85	0.00	0.00
Total assets	11	3,018,935.13	4,196,372.51	1,177,437.38	39.00
III. Current liabilities	12	811,758.34	811,641.10	-117.24	-0.01
IV. Non-current liabilities	13	858,480.86	858,480.86	0.00	0.00
Total liabilities	14	1,670,239.20	1,670,121.96	-117.24	-0.01
Net assets	15	1,348,695.93	2,526,250.55	1,177,554.62	87.31

This Asset Valuation Report is issued solely for the purpose of providing value reference for the economic activity described herein, and the valuation conclusion is valid for one year from the Valuation Benchmark Date.

Users of the Asset Valuation Report shall fully consider the assumptions, limitations and notes on specific matters set out in the Asset Valuation Report and their impact on the valuation conclusion.

The above content is extracted from the text of the Asset Valuation Report. For the details of the valuation report and correct understanding and use of the valuation conclusion, please refer to the full text of the Asset Valuation Report.

APPENDIX VI

ASSET VALUATION REPORT

ASSET VALUATION REPORT ON THE VALUE OF ALL THE SHAREHOLDERS' EQUITY OF SHANDONG ENERGY GROUP XIBEI MINING CO., LTD. (山東能源集團西北礦業有限公司) INVOLVED IN THE PROPOSED INCORPORATION OF SHANDONG ENERGY GROUP XIBEI MINING CO., LTD. INTO YANKUANG ENERGY GROUP COMPANY LIMITED BY SHANDONG ENERGY GROUP COMPANY LIMITED

ASSET VALUATION REPORT

Yankuang Energy Group Company Limited, Zibo Mining Group Co., Ltd.:

China Enterprise Appraisals Consultation Co., Ltd. (北京中企華資產評估有限責任公司) has accepted the engagement by the Company to appraise the market value of all the shareholders' equity of Shandong Energy Group Xibei Mining Co., Ltd. as at the Valuation Benchmark Date by adopting the asset-based approach and carrying out necessary valuation procedures in accordance with the relevant laws, administrative regulations and asset valuation standards while adhering to the principles of independence, objectivity and impartiality. Details of the asset valuation are reported as follows:

I. THE PRINCIPAL, THE APPRAISED ENTITY AND OTHER USERS OF THE VALUATION REPORT AS AGREED IN THE ASSET VALUATION ENGAGEMENT CONTRACT

The principals of the current appraisal are Yankuang Energy Group Company Limited and Zibo Mining Group Co., Ltd., the appraised entity is Shandong Energy Group Xibei Mining Co., Ltd., and other users of the Asset Valuation Report as agreed in the asset valuation engagement contract include the superior units of the principal and the users of the Asset Valuation Report specified in national laws and regulations.

(I) Brief Introduction of the First Principal

Company name : Yankuang Energy Group Company Limited

Address : No. 949, Fushan South Road, Zoucheng City, Jining City, Shandong Province

Legal representative : Li Wei

Registered capital : RMB10,039,860,402

Type of enterprise : Joint stock company with limited liability (With investment from Hong Kong, Macau, Taiwan and listed)

Unified social credit code : 91370000166122374N

A Share Code : 600188.SH

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ASSET VALUATION REPORT

Stock Code : 1171.HK
Date of establishment : 25 September 1997
Duration of operation : From 25 September 1997 to perpetual

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Scope of business : Permitted items: Coal mining; public railway transportation; road goods transportation (excluding hazardous goods); port operation; installation, upgrading and maintenance of special equipment; catering services; accommodation services; sewage water treatment and recycling; heat generation and supply; inspection and detection services; inspection and detection for safe production; projects construction; type 1 value-added telecommunication services; type 2 value-added telecommunication services. (Items which are subject to approvals required by the laws shall be approved by the relevant authorities, and approval documents or licenses from the relevant authorities shall be obtained for such specified items) General Items: import and export of cargoes and technology; project pricing consultation; investment activities using the company's own funds; corporate management; social and economic consulting services; market research (not involving foreign-related investigations); manufacture of mining machinery; sale of mining machinery; machinery and equipment leasing; general equipment repair; general machinery and equipment installation services; sale of metal materials; sale of machinery and electrical equipment; sale of building materials; sale of timber; manufacture of specialized chemical products (excluding hazardous chemicals); sale of specialized chemical products (excluding hazardous chemicals); manufacture of daily chemical products; sale of coal and coal products; manufacture of coatings (excluding hazardous chemicals); sale of coatings (excluding hazardous chemicals); sale of lubricating oil; sale of petroleum products (excluding hazardous chemicals); sale of chemical products (excluding licensed chemical products)); technological services, technological development, technological consulting, technological exchanges, technology transfer, technology promotion; leasing of non-residential real estate; sale of metal ore; general cargo warehousing services (excluding storage of hazardous chemicals and other items requiring approval); landscaping project construction; scenic spot management; safety technical training for special operators; measurement technology services; planning of corporate image; sale of knitting textile; sale of plastic products; sale of instruments; sale of cement products; production of refractory materials; sale of refractory materials; sale of labor protection products; sale of office supplies; stationery retail; railway transportation auxiliary activities; production of fire-proof sealing materials; sale of fire-proof sealing materials; electronic specialized equipment manufacturing; sale of electronic specialized equipment; software development; network technical services; sale of network equipment; Internet data services; sale of radio and television transmission equipment; sale of communication equipment; repairs and maintenance of motor vehicles; property management; human resources service (excluding occupational intermediary activities and labor dispatch services); integrated information system services; operation and maintenance services of information systems; sale of industrial automatic control system devices; sale of digital video surveillance systems; sale of internet equipment. (Except for items subject to approvals required by the laws, business activities shall be conducted independently with the business license and in accordance with the laws)

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(II) Brief Introduction of the Second Principal

Company name : Zibo Mining Group Co., Ltd.
Address : No. 133, Zikuang Road, Zichuan District, Zibo City
Legal representative : Huang Shuxiang
Registered capital : RMB631,972,000
Type of enterprise : Limited liability company (sole proprietorship invested or controlled by a non-natural person)
Unified social credit code : 91370000164108130A
Date of establishment : 25 January 1992
Duration of operation : From 25 January 1992 to perpetual

Scope of business : Coal sales; The following are operated by branch offices only): coal mining, power generation, gasoline and diesel retail. (The validity period shall be subject to the license). Import and export business, housing leasing; sales of coal slurry, pyrite, cement products, coal chemical products (excluding hazardous chemicals), computer equipment and accessories, communication equipment (excluding radio transmission devices), and fly ash bricks, computer software and hardware development, system integration, commissioned maintenance and management of broadcasting and television networks, maintenance of mining electromechanical equipment, self-operated railway transportation, coal washing and processing; engineering surveying, heating and water supply, warehousing services (excluding hazardous chemicals), loading and unloading (excluding road transportation), sales of coke, steel products, aluminum products, building materials, iron ore and iron ore powder; equipment leasing and sales; entrusted operation of coal preparation plants. (Items which are subject to approvals required by the laws shall be approved by the relevant authorities).

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(III) Brief Introduction of the Appraised Entity

Basic information

Company name : Shandong Energy Group Xibei Mining Co., Ltd.
Address : 5F, No. 3369, Gangze Road, International Port District, Xi’an
Legal representative : Huang Shuxiang
Registered capital : RMB5,000,000,000
Type of enterprise : Limited liability company (state-owned holding)
Unified social credit code : 91610132MA7E2WGU8C
Date of establishment : 14 December 2021
Duration of operation : From 14 December 2021 to perpetual

Scope of business : General items: Coal washing; manufacture of mining machinery; sales of mining machinery; sales of chemical products (excluding licensed chemical products); railway transportation auxiliary activities; corporate headquarters management; mineral washing and processing. (Except for items subject to approvals required by the laws, business activities shall be conducted independently with the business license and in accordance with the laws) Permitted items: Coal mining. (Items which are subject to approvals required by the laws shall be approved by the relevant authorities, and approval results from the relevant authorities shall be obtained for such specified items)

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2. Shareholders and their shareholding ratio in the company and changes in equity interest

Shandong Energy Group Xibei Mining Co., Ltd. was established on 14 December 2021, with a registered capital of RMB100,000,000, funded by Zibo Mining Group Co., Ltd.. The equity structure at the time of establishment was as follows:

No.	Name of shareholder	Capital contribution (RMB0'000)	Shareholding ratio (%)	Method of capital contribution
1	Zibo Mining Group Co., Ltd.	10,000.00	100.00	Cash

On 30 June 2022, according to the resolution of the shareholders' meeting, the registered capital of the company increased from RMB100,000,000 to RMB5,000,000,000, Zibo Mining Group Co., Ltd. contributed an additional RMB4,381,000,000 in equity; Longkou Mining Group Co., Ltd. contributed an additional RMB279,000,000 in equity; Xinwen Mining Group Co., Ltd. contributed an additional RMB128,000,000 in equity; Feicheng Feikuang Coal Industry Co., Ltd. contributed an additional RMB112,000,000 in equity. After the capital increase, the shareholding structure of the appraised entity is as follows:

No.	Name of shareholder	Capital contribution (RMB0'000)	Shareholding ratio (%)	Method of capital contribution
1	Zibo Mining Group Co., Ltd.	448,100.00	89.62	Equity, cash
2	Longkou Mining Group Co., Ltd.	27,900.00	5.58	Equity
3	Xinwen Mining Group Co., Ltd.	12,800.00	2.56	Equity
4	Feicheng Feikuang Coal Industry Co., Ltd.	11,200.00	2.24	Equity
	Total	500,000.00	100.00

As at the Valuation Benchmark Date, there was no change in the shareholding structure of the appraised entity.

APPENDIX VI

ASSET VALUATION REPORT

On 19 February 2025, the appraised entity convened a shareholders' meeting and formed the following resolutions: The method of capital contribution of Xinwen Mining Group was changed from equity contribution to cash contribution, that is, the original method of "acquiring 2.56% equity interest in Xibei Mining by contributing 85% equity interest in Shuliandong Coal Company (valued at RMB747,648,200) as the consideration" was revised to "Xinwen Mining Group shall make a cash contribution of RMB747,648,200 to Xibei Mining in exchange of its 2.56% equity interest", with the capital contribution be fully paid by 31 May 2025; To confirm that Zibo Mining Group's cash contribution of RMB100,000,000 to Xibei Mining at its establishment has been fully paid and is all recorded as registered capital.

In response to the above resolution, Zibo Mining Group Co., Ltd., Longkou Mining Group Co., Ltd., Xinwen Mining Group Co., Ltd., Feicheng Feikuang Coal Industry Co., Ltd. and Shandong Energy Group Xibei Mining Co., Ltd. entered into a Supplementary Agreement to the Equity Acquisition Agreement of Shandong Energy Group Xibei Mining Co., Ltd.

Upon the completion of the above changes, the shareholding structure of the appraised entity is as follows:

No.	Name of shareholder	Capital contribution (RMB0'000)	Shareholding ratio (%)	Method of capital contribution
1	Zibo Mining Group Co., Ltd.	448,100.00	89.62	Equity, cash
2	Longkou Mining Group Co., Ltd.	27,900.00	5.58	Equity
3	Xinwen Mining Group Co., Ltd.	12,800.00	2.56	Cash
4	Feicheng Feikuang Coal Industry Co., Ltd.	11,200.00	2.24	Equity
	Total	500,000.00	100.00

APPENDIX VI

ASSET VALUATION REPORT

3. Property rights and operation structure of the Company

As of the Valuation Benchmark Date, the organizational chart of the appraised entity is as follows:

APPENDIX VI
ASSET VALUATION REPORT

Assets, financial position and operating results of the appraised entity as at the Valuation Benchmark Date and during previous years

The financial position of the appraised entity as at the Valuation Benchmark Date and during previous years is as follows (on a consolidated basis):

Unit: RMB0'000

Item	2021.12.31	2022.12.31	2023.12.31	2024.11.30
Total assets	4,296,696.39	4,387,377.12	4,327,858.26	5,342,714.55
Total liabilities	3,644,665.26	3,279,351.79	3,064,271.33	3,686,753.95
Owners’ equity	652,031.12	1,108,025.33	1,263,586.94	1,655,960.60
Of which: Equity attributable to owners of the parent company	235,612.42	620,172.43	881,992.86	1,002,839.14

The financial position of the appraised entity as at the Valuation Benchmark Date and during previous years is as follows (on a parent company basis):

Unit: RMB0'000

Item	2022.12.31	2023.12.31	2024.11.30
Total assets	2,205,132.98	2,677,163.65	3,018,935.13
Total liabilities	1,385,007.49	1,534,157.76	1,670,239.20
Owners’ equity	820,125.49	1,143,005.89	1,348,695.93

The operating results of the appraised entity as at the Valuation Benchmark Date and during previous years is as follows (on a consolidated basis):

Unit: RMB0'000

Item	2021	2022	2023	2024.1-11
Operating income	1,716,991.43	1,955,175.89	1,591,818.87	1,578,053.23
Total profit	609,047.73	560,275.68	327,120.19	181,274.27
Net profit	494,315.30	466,128.31	226,575.60	147,408.88
Of which: Net profit attributable to owners of the parent company	363,401.52	339,265.31	142,005.89	122,905.94

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The operating results of the appraised entity as at the Valuation Benchmark Date and during previous years are as follows (on a parent company basis):

Unit: RMB0'000

Item	2022	2023	2024.1-11
Operating income	16,299.16	16,299.06	13,948.47
Total profit	62,712.79	257,657.98	242,117.02
Net profit	62,568.57	239,082.33	242,117.02

The financial statements of the appraised entity as at the Valuation Benchmark Date and in 2023, 2022 and 2021 were audited by Zhongxingcai Guanghua Certified Public Accountants LLP which has issued an unqualified audit report (Zhong Xing Cai Guang Hua Shen Zhuan Zi (2025) No. 316021).

5. Relationship between the principal and the appraised entity

The principals are Zibo Mining Group Co., Ltd. and Yankuang Energy Group Company Limited and the appraised entity is Shandong Energy Group Xibei Mining Co., Ltd. Zibo Mining Group Co., Ltd. is the shareholder of Shandong Energy Group Xibei Mining Co., Ltd. Shandong Energy Group Company Limited proposes to incorporate Shandong Energy Group Xibei Mining Co., Ltd. into Yankuang Energy Group Company Limited.

(IV) Other users of the Asset Valuation Report as agreed in the asset valuation engagement contract

This Asset Valuation Report is intended for use only by the principals and users of the Asset Valuation Report as stipulated in national laws and regulations, and shall not be used or relied upon by any other third party.

II. PURPOSE OF VALUATION

Shandong Energy Group Company Limited proposes to incorporate Shandong Energy Group Xibei Mining Co., Ltd. into Yankuang Energy Group Company Limited. It is required to conduct a valuation on the value of the total shareholders' equity of Shandong Energy Group Xibei Mining Co., Ltd. involved in the said economic activity as at the Valuation Benchmark Date for the purpose of providing valuation reference for the economic activity.

Shandong Energy Group Company Limited issued the Minutes of the General Manager's Office Meeting of Shandong Energy Group Company Limited (2024 No. 34) regarding this matter on 6 December 2024.

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III. VALUATION SUBJECT AND SCOPE

(I) Valuation Subject

The valuation subject is the value of the total shareholders’ equity of Shandong Energy Group Xibei Mining Co., Ltd.

(II) Valuation Scope

The scope of valuation covers all assets and liabilities of Shandong Energy Group Xibei Mining Co., Ltd. as at the Valuation Benchmark Date as shown in its audited pro forma financial statements. As at the Valuation Benchmark Date, the assets included in the scope of the valuation include current assets, long-term equity investment, fixed assets, intangible assets, other non-current assets, etc., and the book value of total assets of the parent company was RMB30,189,351,300; The liabilities include current liabilities and non-current liabilities, and the book value of total liabilities of the parent company was RMB16,702,392,000; The book value of net assets of the parent company was RMB13,486,959,300.

As at the Valuation Benchmark Date, the consolidated book value of total assets was RMB53,427,145,500; The consolidated book value of total liabilities was RMB36,867,539,500; The consolidated book value of net assets was RMB16,559,606,000, of which, the equity attributable to the owners of the parent company was RMB10,028,391,400.

The entrusted appraised target and scope of valuation are consistent with the appraised target and scope of valuation involved in economic activity. As at the Valuation Benchmark Date, the book value of assets and liabilities included in the scope of the valuation has been audited by Zhongxingcai Guanghua Certified Public Accountants LLP which has issued an unqualified audit report.

(III) Major assets included in the scope of the valuation are as follows:

The major assets declared by the enterprise and included in the scope of the valuation are equipment assets, long-term equity investment, intangible assets, etc. The types and characteristics of the major assets are as follows:

1. Equipment assets

(1) Machinery and equipment

A total of 105 items of machinery and equipment, primarily hydraulic supports, were put into use in 2020 and were all in normal operating condition on the Valuation Benchmark Date.

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(2) Vehicles

A total of 19 vehicles, primarily comprising ambulances, light passenger vehicles, etc., were put into use from 2009 to 2022. All vehicles were in normal operating condition on the Valuation Benchmark Date.

(3) Electronic equipment

A total of 647 items of electronic equipment, primarily comprising computers, printers, cameras, etc., were acquired and put into service between 2001 and 2024. As of the Valuation Benchmark Date, all equipment was in normal operating condition.

2. Long-term equity investment

The book balance of long-term equity investment at the Valuation Benchmark Date was RMB23,241,253,320.29, accounting for 9 wholly-owned subsidiaries, 9 holding subsidiaries and 1 invested subsidiary. An impairment provision of RMB1,302,761,495.87 was made for long-term equity investment at the Valuation Benchmark Date, and the book value of long-term equity investment was RMB21,938,491,824.42. A summary of the long-term equity investment at the Valuation Benchmark Date is shown in the table below:

No.	Name of the investee unit	Percentage of shareholding	Investment amount (RMB)	Book value	Amount of provision for impairment	Operating status
1	Shaanxi Zhengtong Coal Industry Co., Ltd.	100.00%	834,610,530.37	834,610,530.37		Normal
2	Gansu Lingtai Shaozhai Coal Industry Co., Ltd.	100.00%	0.00	0.00		Normal
3	Pingliang Wuju Coal Industry Co., Ltd.	60.00%	1,083,280,880.00	1,083,280,880.00	455,974,883.92	Normal
4	Pingmei Chang'an Energy Development Co., Ltd.	60.00%	847,865,486.82	847,865,486.82	13,895,717.93	Normal
5	Shaanxi Yingdong Mining Co., Ltd.	51.00%	38,008,432.52	38,008,432.52		Normal
6	Shaanxi Changwu Tingnan Coal Industry Co., Ltd.	100.00%	1,588,327,220.58	1,588,327,220.58		Normal
7	Inner Mongolia Shuangxin Mining Co., Ltd.	55.00%	890,978,601.86	890,978,601.86		Normal
8	Shaanxi Boxuan Technology Co., Ltd.	100.00%	176,797,675.53	176,797,675.53		Normal

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ASSET VALUATION REPORT

No.	Name of the investee unit	Percentage of shareholding	Investment amount (RMB)	Book value	Amount of provision for impairment	Operating status
9	Shandong Kanggge Energy Technology Co., Ltd.	49.00%	78,953,700.00	55,089,791.12		Normal
10	Zibo Aike Industrial and Mining Machinery Co., Ltd.	100.00%	90,867,533.60	90,867,533.60		Normal
11	Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd.	100.00%	24,985,761.29	24,985,761.29		Normal
12	Mayicheng (Beijing) Technology Co., Ltd.	100.00%	6,000,000.00	6,000,000.00		Normal
13	Shaanxi Yongming Coal Mine Co., Ltd.	51.00%	454,869,266.72	454,869,266.72		Normal
14	Shanxi Longkuang Energy Investment and Development Co., Ltd.	100.00%	732,498,773.82	732,498,773.82	155,403,633.84	Normal
15	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.	51.00%	878,931,276.80	878,931,276.80		Normal
16	Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.	35.00%	287,468,104.91	287,468,104.91	181,769,326.99	Normal
17	Hangjinqi Juneng Energy Co., Ltd.	100.00%	5,040,750,645.26	5,040,750,645.26		Normal
18	Inner Mongolia Huangtaolegai Coal Co., Ltd.	60.00%	5,714,873,339.09	5,714,873,339.09		Normal
19	Gansu Huaneng Tianjun Energy Co., Ltd.	55.00%	4,495,050,000.00	4,495,050,000.00	495,717,933.19	Normal
	Total		23,265,117,229.17	23,241,253,320.29	1,302,761,495.87

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3. Intangible assets declared by the enterprise

Intangible assets declared by the enterprise are other intangible assets, primarily comprising software and patents. The details are as follows:

(1) Other intangible assets—software

The software included in the scope of this valuation comprises the WPS+ cloud office suite software, Zhongwang CAD platform software V2024 and other software, all of which are purchased by the appraised entity and were in normal operation as of the Valuation Benchmark Date.

(2) Intangible assets—patents

The patents included in the scope of this valuation consist of 15 items, comprising 5 invention patents and 10 utility model patents. All are off-balance-sheet assets, independently developed by the appraised entity or jointly developed with other organizations, with patent certificates obtained as of the Valuation Benchmark Date. The details are presented in the asset valuation list.

Regarding the aforementioned intangible assets of intellectual property rights, Shandong Energy Group Xibei Mining Co., Ltd. has issued a statement confirming that the aforementioned patents are either solely owned by the company or jointly owned with others, with no existing or potential ownership disputes. For co-owned intangible assets, all parties have the right to utilize them in their respective production and operation, with corresponding benefits and costs to be respectively enjoyed and borne by each party.

(IV) Off-balance-sheet assets declared by the enterprise

Other than the above off-balance-sheet intangible assets, the enterprise has not declared any additional off-balance-sheet assets.

(V) Relevant assets involved in the conclusions of reports issued by other institutions

The financial data as of the Valuation Benchmark Date and during previous years, the relevant data in the audit report (Zhong Xing Cai Guang Hua Shen Zhuan Zi (2025) No. 316021) issued by Zhongxingcai Guanghua Certified Public Accountants LLP on 23 March 2025 was used in this valuation.
According to the overall plan of the economic activity, the mining rights included in the valuation scope were valued by China Enterprise Appraisals Consultation Co., Ltd. engaged by the principal, which has issued the following reports:
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Name of entity	Name of mining rights	Valuation method	Reference number of the report	Valuation of the mining rights (RMB0'000)
Shaanxi Zhengtong Coal Industry Co., Ltd.	Mining rights of Changwu County Gaojiabao Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1002	103,846.02
Gansu Lingtai Shaozhai Coal Industry Co., Ltd.	Mining rights of Shaozhai Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1003	94,410.08
Pingliang Wuju Coal Industry Co., Ltd.	Mining rights of Wuju Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1004	198,811.04
Pingmei Chang’an Energy Development Co., Ltd.	Mining rights of Yangjiaping Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1005	164,029.76
Shaanxi Changwu Tingnan Coal Industry Co., Ltd.	Mining rights of Changwu County Tingnan Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1006	260,551.60
Inner Mongolia Shuangxin Mining Co., Ltd.	Mining rights of Yangjiacun Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1007	213,929.03
Shaanxi Yongming Coal Mine Co., Ltd.	Mining rights of Zichang County Yongming Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1008	46,305.68
Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.	Mining rights of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1009	135,845.57
Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.	Mining rights of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1010	62,856.79
Hangjinqi Juneng Energy Co., Ltd.	Mining rights of Youfanghao Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1011	546,511.29
Inner Mongolia Huangtaolegai Coal Co., Ltd.	Mining rights of Bayangaole Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1012	950,970.07

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Name of entity	Name of mining rights	Valuation method	Reference number of the report	Valuation of the mining rights (RMB0'000)
Gansu Huaneng Tianjun Energy Co., Ltd.	Mining rights of Liuyuanzi Coal Mine	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1013	80,668.49
Gansu Huaneng Tianjun Energy Co., Ltd.	Gansu Province Huan County Shajingzi Mining Area Mafuchuan Jingtian Exploration (Retention)	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1014	415,949.93
Gansu Huaneng Tianjun Energy Co., Ltd.	Gansu Province Huan County Shajingzi Mining Area Maojiachuan Jingtian Exploration (Retention)	Discounted cash flow method	Zhong Qi Hua Ping Bao Zi [2025] No. 1015	218,599.85

In the course of this valuation, the valuers communicated with the mineral rights appraisers. The discounted cash flow method was adopted for the valuation of the mineral rights. The valuation conclusions have not been confirmed and filed with relevant authorities of mining rights. It has been verified that the subject of valuation, scope of valuation, the purpose of valuation, the Valuation Benchmark Date and value type set out in the mining rights valuation report are consistent with this Asset Valuation Report and in line with the requirements of this economic activity and this Asset Valuation Report. For the value of the above mining rights involved in this valuation report, we have directly quoted the valuation conclusions issued by China Enterprise Appraisals Consultation Co., Ltd. For details of the calculation process and conclusion of the mining rights consideration, please read the mining rights valuation reports issued by China Enterprise Appraisals Consultation Co., Ltd. carefully.

IV. VALUE TYPE

(I) Value type and its definition

According to the purpose of this valuation, market conditions and circumstances of the valuation subject, the value type of the valuation subject is determined to be market value.

Market value refers to the estimated value of the valuation subject in a normal and fair transaction on the Valuation Benchmark Date between a willing buyer and a willing seller, each acting rationally and without any coercion.

(II) Reasons for selecting the value type

This valuation provides a reference for the value in relation to the proposed incorporation of Shandong Energy Group Xibei Mining Co., Ltd. into Yanzhou Energy Group Company Limited by Shandong Energy Group Company Limited. All parties using the valuation report require the valuation results to be fair and impartial, and will use the valuation conclusion of this report rationally and without any coercion. In line with the purpose of valuation, the market condition on which the valuation is based and the scope of application of the valuation conclusion, market value has been selected as the type of value for this valuation.

APPENDIX VI
ASSET VALUATION REPORT

V. VALUATION REFERENCE DATE

The Valuation Benchmark Date of this report is 30 November 2024.

The Valuation Benchmark Date is determined by the principal. Factors considered when determining the Valuation Benchmark Date primarily include the realization of economic activity and the conditions at the end of the accounting period. Valuation provides a reference to the asset value at a specific point of time, and selecting the end of the accounting period as the Valuation Benchmark Date comprehensively reflects the overall condition of the assets of the subject of valuation. Furthermore, the Valuation Benchmark Date has been chosen to be relatively close to the planned realization of the relevant economic activity, to ensure that the valuation results effectively serve their purpose, the valuation scope is accurately delineated, the assets are accurately and efficiently checked and verified, and the bases for valuation and pricing are reasonably selected.

VI. BASIS OF VALUATION

(I) Basis of economic activity

The Minutes of the General Manager’s Office Meeting of Shandong Energy Group Company Limited ([2024] No. 34).

(II) Basis of laws and regulations

The Asset Valuation Law of the People’s Republic of China (passed at the 21th session of the 12th Standing Committee of the National People’s Congress on 2 July 2016);
The Company Law of the People’s Republic of China (amended the second time at the 7th session of the 14th Standing Committee of the National People’s Congress on 29 December 2023);
The Civil Code of the People’s Republic of China (passed at the 3rd session of the Standing Committee of the 13th National People’s Congress on 28 May 2020);
Securities Law of the PRC (amended the second time at the 15th session of the 13th Standing Committee of the National People’s Congress on 28 December 2019);
Financial Supervision and Management Measures of Assets Valuation Industry (issued by Order No. 86 of the Ministry of Finance and amended by Order No. 97 of the Ministry of Finance);
The Law of the People’s Republic of China on Urban Real Estate Management (amended the third time at the 12th session of the 13th Standing Committee of the National People’s Congress on 26 August 2019);
The Law of the People’s Republic of China on Land Administration (passed at the 12th session of the 13th Standing Committee of the National People’s Congress on 26 August 2019);
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ASSET VALUATION REPORT

The Enterprise Income Tax Law of the People’s Republic of China (amended the second time at the 7th session of the Standing Committee of the 13th National People’s Congress on 29 December 2018);
Regulations on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China (amended by Order No. 714 of the State Council of the People’s Republic of China on 23 April 2019);
The Law on State-owned Assets of Enterprises of the People’s Republic of China (passed at the 5th session of the Standing Committee of the 11th National People’s Congress on 28 October 2008);
The Interim Regulations for the Supervision and Administration of Enterprise State-owned Assets (Order No. 378 of the State Council, and amended by Order No. 588 and No. 709 of the State Council);
The Supervisory and Administrative Measures for the Transactions of State-owned Assets of Enterprises) (Order No. 32 of the State-owned Assets Supervision and Administration Commission of the State Council and the Ministry of Finance);
The Administrative Measures for Valuation of State-owned Assets (Order No. 91 of the State Council, and amended by Order No. 732 of the State Council on 29 November 2020);
Interim Measures for the Administration of Valuation of State-owned Assets of Enterprises (Order No. 12 of the State-owned Assets Supervision and Administration Commission of the State Council);
Notice on Strengthening the Administration of Valuation of State-owned Assets of Enterprises (Guo Zi Wei Chan Quan [2006] No. 274);
Notice on Matters Related to the Review of Valuation Reports of State-owned Assets of Enterprises (Guo Zi Chan Quan [2009] No. 941);
Guidelines for the Filing of State-owned Asset Valuation Projects of Enterprises (Guo Zi Fa Chan Quan [2013] No. 64);
The Accounting Standards for Business Enterprises – Basic Standards (Order No. 33 of the Ministry of Finance), and the Decision of the Ministry of Finance on the Amendment of the Accounting Standards for Business Enterprises – Basic Standards (Order No. 76 of the Ministry of Finance);
The Interim Regulations on Value-added Tax of the People’s Republic of China (issued by Order No. 538 of the State Council, and amended by Order No. 666 and No. 691 of the State Council);
The Implementation Rules of Provisional Regulations on Value-added Tax of the People’s Republic of China (issued by Order No. 50 of the Ministry of Finance and the State Taxation Administration, and amended by Order No. 65 of the Ministry of Finance and State Taxation Administration);

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APPENDIX VI
ASSET VALUATION REPORT

Announcement of the Ministry of Finance, State Taxation Administration and General Administration of Customs on the Policies in relation to Deepening Value-added Tax Reform (No. 39 of 2019 of the Ministry of Finance, State Taxation Administration and General Administration of Customs);
Circular of the Ministry of Finance and the State Taxation Administration on Several Issues Concerning the Implementation of Value-added Tax Transformation Reform in China (Cai Shui [2008] No. 170);
Circular of the Ministry of Finance and State Taxation Administration on the Adjustment of Value-added Tax Rate (Cai Shui [2018] No. 32);
The Trademark Law of the People's Republic of China (amended the fourth time on 23 April 2019);
The Patent Law of the People's Republic of China (amended the fourth time on 17 October 2020);
The Copyright Law of the People's Republic of China (amended the third time on 11 November 2020);
Circular on Further Regulating the Work Concerning Bank Confirmations and Responses to Bank Confirmation Requests (Cai Kuai [2020] No. 12);
Circular of the Ministry of Science and Technology, the Ministry of Finance and State Taxation Administration on Issuing the Guidelines for the Administration of Hi-tech Enterprise Recognition (Guo Ke Fa Huo [2016] No. 195);
Circular of the Ministry of Finance, State Taxation Administration and the Ministry of Science and Technology on Improving the Policies on Extra Pre-tax Deduction of Research and Development Expenses (Cai Shui [2015] No. 119);
Announcement of the Ministry of Finance and State Taxation Administration on Further Improving the Policies on Extra Pre-tax Deduction of Research and Development Expenses (Announcement No. 7 of 2023 of the Ministry of Finance and the State Taxation Administration);
Notice of Shandong SASAC on Issuing the Interim Measures for Asset Valuation Management of Provincial Enterprises (Lu Guo Zi Chan Quan [2023] No. 4);
Notice of Shandong SASAC on Issuing the Key Points for Review of Asset Valuation Report of Provincial Enterprises (Lu Guo Zi Chan Quan [2023] No. 5);
Notice of Shandong Provincial People's Government State-owned Assets Supervision and Administration Commission on Further Regulating the Supervision of State-owned Asset Transactions of Enterprises (Lu Guo Zi [2020] No. 2);
Interim Regulations on Urban Land Use Tax of the People's Republic of China (amended the fourth time by Order [2019] No. 709 of the State Council on 2 March 2019);
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ASSET VALUATION REPORT

Mineral Resources Law of the People’s Republic of China (amended and issued on 29 August 1996);
Implementation Rules of the Mineral Resources Law of the People’s Republic of China (Decree No. 152 of the State Council in 1994);
Administrative Measures on Registration of Tenement of Mineral Resources Exploration and Survey (Decree No. 240 of the State Council in 1998, amended according to the Decisions of the State Council on Amendment of Part of the Administrative Rules and Regulations on 29 July 2014);
Regulations on the Administration of Mineral Resources Exploitation and Registration (Decree No. 241 of the State Council in 1998, amended by Decree No. 653 of the State Council of 29 July 2014);
Administrative Measures on the Transfer of Mining Rights (Decree No. 242 of the State Council in 1998, amended by Decree No. 653 of the State Council on 29 July 2014);
Interim Regulations on the Administration of the Granting and Assigning of Mining Rights (Guo Tu Zi Fa [2000] No. 309);
Notice on the Mining Rights Evaluation Management Measures (Trial) (Guo Tu Zi Fa [2008] No. 174);
Mineral Resources Assessment and Determination Method (issued by the Ministry of Land and Resources, Guo Tu Zi Fa [1999] No. 205);
Regulations on the Administration of Mineral Resources Statistics (Order No. 23 of the Ministry of Land and Resources on 1 March 2004);
Notice of the Ministry of Land and Resources on Further Improving the Registration and Management of Mining Rights (Guo Tu Zi Fa [2011] No. 14);
Other relevant laws, regulations and documents.
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(III) Basis of valuation criteria

Asset Valuation Standards – Basic Standards (Cai Zi [2017] No. 43);
Code of Ethics for Assets Assessment (CAS [2017] No. 30);
Asset Valuation Practicing Standards – Asset Valuation Report (CAS [2018] No. 35);
Asset Valuation Practicing Standards – Asset Valuation Methods (CAS [2019] No. 35);
Asset Valuation Practicing Standards – Asset Valuation Procedures (CAS [2018] No. 36);
Asset Valuation Practicing Standards – Contract on Asset Valuation Entrustment (CAS [2017] No. 33);
Asset Valuation Practicing Standards – Asset Valuation Files (CAS [2018] No. 37);
Asset Valuation Practicing Standards – Engagement of Experts and Relevant Reports (CAS [2017] No. 35);
Asset Valuation Practicing Standards – Enterprise Value (CAS [2018] No. 38);
Asset Valuation Practicing Standards – Intangible Assets (CAS [2017] No. 37);
Asset Valuation Practicing Standards – Real Estate (CAS [2017] No. 38);
Asset Valuation Practicing Standards – Machinery and Equipment (CAS [2017] No. 39);
Guidelines for Valuation Report of State-owned Assets of Enterprises (CAS [2017] No. 42);
Asset Valuation Practicing Standards – Intellectual Property Rights (CAS [2023] No. 14);
Guidelines for Business Quality Control of Asset Valuation Institutions (CAS [2017] No. 46);
Guiding Opinions on Types of Value in Asset Valuation (CAS [2017] No. 47);
Guiding Opinions on Legal Ownership of Asset Valuation Targets (CAS [2017] No. 48);
Guiding Opinions on Valuation of Patent Assets (CAS [2017] No. 49);
Guiding Opinions on Valuation of Copyright Assets (CAS [2017] No. 50);
Guiding Opinions on Valuation of Trademark Assets (CAS [2017] No. 51);
Asset Valuation Standards Terminology 2020 (CAS [2020] No. 31).

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ASSET VALUATION REPORT

(IV) Basis of asset ownership

State-owned assets property rights registration certificate;
Real estate title certificate;
Mining license;
Exploration license;
Patent certificate;
Trademark registration certificate;
Software copyright certificate;
Motor vehicle license;
Other relevant title certificates.

(V) Basis of pricing

Financial Rules for Basic Construction (Decree No. 81 of the Ministry of Finance of the PRC, effective from 1 September 2016);
Regulations on Compulsory Retirement Standard for Motor Vehicles (Order 2012 No. 12 of the Ministry of Commerce, the National Development and Reform Commission, the Ministry of Public Security and the Ministry of Environmental Protection, effective from 1 May 2013);
The loan prime rate (LPR) of loans for the same period promulgated by the National Interbank Funding Center as authorised by the People's Bank of China;
Shaanxi Province Construction and Decoration Project Budget Quota (2013), Shaanxi Province Installation Project Budget Quota (2013), Notice on Adjusting the Basis for Construction Projects Pricing in Shaanxi Province (Shan Jian Fa [2019] No. 45);
Shandong Province Construction Project Consumption Quota (2021), Shandong Province Installation Project Consumption Quota (2021);
Notice on the Pricing Basis for Construction Project of Inner Mongolia Autonomous Region (2017) (Nei Jiang Gong [2017] No. 558), Notice on the Charge Quota for Construction Project of Inner Mongolia Autonomous Region (2017) (Nei Jiang Gong [2017] No. 611), Budget Quota for Property Construction and Decoration Project of Inner Mongolia Autonomous Region (DNM3-101-2017) and Budget Quota for General Installation Project of Inner Mongolia Autonomous Region (DNM3-102<01-12>-2017);
Relevant Provisions on the Management of Cost Quota and Costs of Coal Construction Works (2015), Consumption Quota for Sinking and Driving Engineering in Coal Construction (base price exclusive of tax in 2015) and Comprehensive Quota of Auxiliary Expenses for Sinking and Driving Engineering in Coal Construction (base price exclusive of tax in 2015);

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Notice of the People's Government of Changwu County on Publishing the Results of the Update and Adjustment of Urban Benchmark Land Price in 2021 (Chang Zheng Fa [2024] No. 2);
Technical Report on the Formulation, Update and Adjustment of Urban Benchmark Land Price in Changwu County;
Notice of the People's Government of Changwu County on Re-announcing the Comprehensive Regional Price for Expropriated Agricultural Land in the County (issued on 3 September 2024);
Implementation Measures of Shaanxi Province for the Land Administration Law of the People's Republic of China;
Notice on Further Implementing Relevant Policies Concerning the Participation of Land-Expropriated Farmers in Basic Pension Insurance in Shaanxi Province (Shan Ren She Fa [2016] No. 20);
Notice of the People's Government of Shaanxi Province on Issuing the Implementation Measures of Shaanxi Province for the Farmland Occupation Tax Law of the People's Republic of China (Shan Zheng Fa [2019] No. 17);
Notice on Issues Concerning the Collection and Management of Cultivated Land Reclamation Fees (Shan Guo Tu Zi Fa [2015] No. 11);
Notice of the People's Government of Zichang City on Re-announcing the Comprehensive Regional Price for Expropriated Agricultural Land in the City (Zi Zheng Fa (2024) No. 23);
Approval of the People's Government of Shandong on the Comprehensive Regional Land Price for Expropriated Land in Shandong Province (Lu Zheng Zi [2023] No. 144);
Approval of Shandong Provincial Department of Natural Resources and Shandong Provincial Department of Finance on the Compensation Standards for Above-ground Attachments and Young Crops in Expropriated Land in Zibo City (Lu Zi Ran Zi Han [2022] No. 20);
Decision of the Standing Committee of Shandong Provincial People's Congress on the Applicable Tax Rates for Farmland Occupation Tax in Shandong Province (adopted at the 13th session of the Standing Committee of the 13th Shandong Provincial People's Congress on 26 July 2019);
Implementation Measures of Shandong Province for the Land Administration Law of the People's Republic of China;
Notice of Zibo Municipal People's Government on Adjusting Urban Benchmark Land Price (Zi Zheng Fa [2023] No. 5);
Notice of the General Office of the People's Government of Gansu Province on Issuing the Cultivated Land Requisition-Compensation Balance Management Measures of Gansu Province (Gan Zheng Ban Fa [2019] No. 11);

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Notice of the People's Government of Gansu Province on Publishing the Standards of Comprehensive Regional Price for Expropriated Agricultural Land in Gansu Province (Gan Zheng Fa [2023] No. 55);
Decision of the Standing Committee of Gansu Provincial People's Congress on the Applicable Tax Rates for Farmland Occupation Tax in Gansu Province (adopted at the 11th session of the Standing Committee of the 13th Gansu Provincial People's Congress on 25 July 2019);
Regulations on the Protection of Basic Farmland in Gansu Province;
Information Price of Xianyang City (November 2024);
Information Price of Yan'an City (November 2024);
Information Price of Pingliang City (November 2024);
Information Price of Shuozhou City (November 2024);
Information Price of Zibo City (November 2024);
Information Price of Ordos City (November 2024);
Notice of the Ministry of Finance on Issuance of the Provisions on Management of Construction Costs for Basic Construction Projects (Cai Jian [2016] No. 504);
Notice of the National Development and Reform Commission on Further Liberalizing Prices for Professional Services of Construction Project (Fa Gai Jia Ge [2015] No. 299);
Notice on Regulating Matters Related to Environmental Monitoring and Assessment Fees (Huan Ban Jian Ce Han [2016] No. 1493);
Notice on Matters Concerning the Inclusion of Urban Infrastructure Supporting Fees into Government-Managed Funds (Gan Cai Shui Fa [2017] No. 40);
Management Measures for Urban Infrastructure Supporting Fees Collection and Utilization in Zibo City (Zi Zheng Ban Fa [2023] No. 7);
Notice on Matters Concerning the Collection of Municipal Public Utilities Construction Supporting Fees (E Fu Fa [2012] No. 77);
The Budget Preparation Approach and Indicators for Machinery Construction Projects (Ji Xie Ji (1995) No. 1041);
Fee Quote Manual for Mechanical and Electrical Products (2024);
The feasibility study report of the project, investment budget of the project, estimated budget of the design and other information provided by the enterprise;
Relevant budgets and final accounts of the project provided by the enterprise;
Statistics of the payment progress for construction-in-progress and relevant proof of payment provided by the enterprise;

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Financial statements and audit reports of previous years provided by the enterprise;
Future annual business plans provided by relevant departments of the enterprise;
Current and future annual market forecast data of main products provided by the enterprise;
Wind Information Finance Terminal;
Other relevant appraisal information recorded and collected by the valuers during field investigation.

(VI) Other references

Asset Appraisal Expert Guidance No. 8 – Inspection and Verification of Asset Appraisal (Zhong Ping Xie [2019] No. 39);
Asset Appraisal Expert Guidance No. 12 – Calculation of Discount Rate in the Value of Enterprises Appraised under the Income Approach (Zhong Ping Xie [2020] No. 38);
Regulations for Appraisal of Urban Land (GB/T18508-2014);
Regulations for Gradation and Classification of Urban Land (GB/T18507-2014);
Standards for Real Estate Valuation (GB/T50291-2015);
Housing Maintenance Grade and Evaluation Criteria (Trial) (Cheng Zhu Zi [1984] No. 678);
The list of assets and valuation declaration form provided by the appraised entity;
The audit report issued by Zhongxingcai Guanghua Certified Public Accountants LLP;
The Valuation Report on Mining Rights of Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1002);
The Valuation Report on Mining Rights of Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1003);
The Valuation Report on Mining Rights of Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1004);
The Valuation Report on Mining Rights of Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1005);

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The Valuation Report on Mining Rights of Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1006);
The Valuation Report on Mining Rights of Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1007);
The Valuation Report on Mining Rights of Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1008);
The Valuation Report on Mining Rights of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1009);
The Valuation Report on Mining Rights of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1010);
The Valuation Report on Mining Rights of Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1011);
The Valuation Report on Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1012);
The Valuation Report on Exploration (Retention) Rights of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1014);
The Valuation Report on Exploration (Retention) Rights of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1015);
The Valuation Report on Mining Rights of Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd. issued by China Enterprise Appraisals Consultation Co., Ltd. (Zhong Qi Hua Ping Bao Zi [2025] No. 1013);
Database of China Enterprise Appraisals Consultation Co., Ltd.
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VII. VALUATION APPROACHES

The valuation approach adopted in this valuation is the asset-based approach.

(I) Reasons for adopting the valuation approaches

Reasons for adopting the asset-based approach: As of the Valuation Benchmark Date, the book value of assets and liabilities included in the scope of the valuation have been audited. Each asset and liability of the appraised entity can be identified, and all identifiable assets and liabilities can be separately valued using appropriate valuation approaches, meeting the conditions required for adopting the asset-based approach.

Reasons for not adopting the income approach: The appraised entity was established in 2021 by Shandong Energy Group in accordance with the principle of "one management entity and one investment entity in a region" and by integrating the regional industrial resources of five non-listed companies, including Zibo Mining Group, Longkou Mining Group, Xinwen Mining Group, Feicheng Coal Industry and Linkuang Group. As the regional headquarters of Shandong Energy Group in western China, the appraised entity primarily undertakes the responsibilities for industrial investment, management and relationship coordination in Shaanxi, Shanxi, Gansu, and parts of Inner Mongolia, and fully performs the responsibilities of collaborative management of the "six major industries" in the region, project investment and financing, technology research and development reserve, talent cultivation and introduction. The profits of the appraised entity are primarily derived from investment income, with future earnings heavily dependent on the operational performance of its invested companies. As of the Valuation Benchmark Date, the appraised entity had 19 foreign long-term equity investments, including 9 wholly-owned equity investments, 9 controlling equity investments and 1 equity investment. The valuation has been conducted separately and comprehensively using appropriate valuation approaches. The comprehensive valuation of the subsidiaries already reflected the time value of the input and output of the enterprises invested by the appraised entity. Therefore, the income approach was not adopted by the appraised entity in this valuation.

Reasons for not adopting the market approach: The prerequisite for adopting the market approach is that there is an active and open market, with reasonably sufficient market data and comparable cases of transaction on the open market. However, the appraised entity is a non-listed company, and the listed companies in the same industry differ significantly from the appraised entity in terms of business structure, enterprise scale, asset allocation and usage, operational stage, growth potential, operational risks and financial risks. Moreover, there were few cases of transactions and mergers and acquisitions of comparable companies in the same industry in China near the Valuation Benchmark Date, and the operation and financial data of relevant reliable comparable transaction cases are difficult to obtain, and an appropriate value ratio cannot be calculated. Therefore, the market approach was not adopted in this valuation.

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(II) Introduction of the valuation approaches

Asset-based approach refers to the valuation method that uses the balance sheet of the appraised entity or operating entity as at the Valuation Benchmark Date as the basis for assessing the value of each of the assets and liabilities that can be identified both on- and off-balance-sheet to determine the value of the target of appraisal. The specific valuation approach for various assets and liabilities are as follows:

1. Current asset

(1) Monetary funds are bank deposits, and its appraised value is determined through verifying bank statements and bank reconciliations.

(2) For bills receivable, by examining the bills receivable register of the appraised entity, the type, serial number, issue date, face value, transaction contract number and payer, acceptor, endorser (name or entity name), and maturity date of the bills receivable were verified. The appraised value of bills receivable is their verified book value.

(3) For account receivable and other receivables, the valuers investigated the causes of the account receivables, the creditworthiness of the debtors, and the collection status of the receivables during previous years with the appraised entity. Following the principle of materiality, confirmation letters were issued for significant account receivables, and relevant contracts were spot-checked. After verification, no conclusive evidence indicating irrecoverable amounts was found. The appraised value of account receivable and other receivables is their verified book balance.

(4) For prepayments, the valuers investigated the causes of the prepayments and the creditworthiness of the entity with the relevant personnel of the appraised entity. Confirmation letters were issued for the prepayments, and corresponding contracts were reviewed. On the basis of verification, the appraised value is determined based on the expected value of goods or services to be received. After verification, no conclusive evidence indicating that the receivables from corresponding goods or services can not be recovered was found. Therefore, the appraised value is their verified book value.

(5) For other current assets, the valuers investigated the causes of these assets and verified the tax returns and accounting vouchers near the Valuation Benchmark Date. The appraised value of other current assets is their verified book value.

2. Long-term equity investments

For long-term equity investments other than Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd., an overall valuation was conducted, the value of total shareholders' equity of the investee is evaluated at first, and then the value of part of the shareholders' equity is calculated by multiplying it with the shareholding ratio.

For Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd., an overall valuation was conducted, and the value of its shareholders' equity is evaluated at first, and then the value of part of the shareholders' equity attributable to Shandong Energy Group Xibei Mining Co., Ltd. (with a share of 35%) and Shanxi Longkuang Energy

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Investment and Development Co., Ltd. (with a share of 20%) were calculated based on the Internal Cooperative Operation Agreement signed among Shanxi Xinzhou Shenda Energy Group Co., Ltd., Shandong Energy Group Xibei Mining Co., Ltd. and Shanxi Longkuang Energy Investment and Development Co., Ltd.

3. Fixed assets of equipment assets

According to the characteristics of the machinery and equipment, the type of appraised value, data collection and other relevant conditions, the cost method is mainly used for valuation, with the market approach applied in part.

(1) Cost method

Appraised value = replacement cost × comprehensive newness rate

① Determination of the replacement cost

A. For machinery and equipment, the replacement cost generally includes the purchase price of equipment, transportation and miscellaneous fees, etc. At the same time, according to the regulations of "Cai Shui [2008] No. 170", "Cai Shui [2016] No. 36", "Cai Shui [2018] No. 32", and "Announcement No. 39 of 2019 by the Ministry of Finance, State Taxation Administration and General Administration of Customs", for equipment eligible for VAT deduction, corresponding VAT should be deducted from replacement cost of equipment.

Replacement cost = purchase price of equipment + transportation and miscellaneous fees – deductible VAT

a. Purchase price

Purchase price for large key equipment is mainly determined by consulting manufacturers about the market price on the Valuation Benchmark Date or making reference to the latest contract price for similar equipment on the Valuation Benchmark Date. For small equipment, the purchase price is mainly determined by obtaining market quotations as at the Valuation Benchmark Date; and for equipment without market quotation, the purchase price is mainly determined by reference to similar equipment.

b. Transportation and miscellaneous fees

Equipment transportation and miscellaneous fees refer to all expenses incurred when transporting the equipment from the manufacturer's location or transfer point to the installation site, including transportation fees, packaging fees, loading and unloading fees, procurement storage fees, and service charges from the supply and sales department. It is determined based on factors such as the distance between the equipment manufacturer and the equipment user, the size of the equipment (whether it can be packaged into the container or in bulk), the weight and value (valuable or at a low price) of the equipment and the

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means of transport used, depending on the specific circumstances. Where actual transportation fees are available, it shall be determined based on the actual conditions. Where the supply terms stipulate that the supplier shall be responsible for transportation (which is included in the purchase price), no transportation and miscellaneous fees will be applied. The calculation formula for transportation and miscellaneous fees is as follows:

Transportation and miscellaneous fees = purchase price of equipment × transportation and miscellaneous fee rate

c. Deductible VAT in purchase price of equipment

According to the regulations of "Cai Shui [2008] No. 170", "Cai Shui [2016] No. 36", "Cai Shui [2018] No. 32", and "Announcement No. 39 of 2019 by the Ministry of Finance, State Taxation Administration and General Administration of Customs", for general VAT taxpayers, corresponding VAT should be deducted from the replacement cost of equipment eligible for VAT deduction.

Deductible VAT = purchase price of equipment/1.13×13%+ (transportation and miscellaneous fees+installation and commissioning fees)/1.09×9%+deductible VAT in preliminary and other expenses

B. For vehicles, its replacement cost is determined based on the market price as of the Valuation Benchmark Date, plus other reasonable expenses such as vehicle purchase tax and license fees. The calculation formula for vehicle replacement cost is as follows:

Replacement cost = vehicle purchase price/1.13+ vehicle purchase tax+license fees

C. For electronic equipment, its replacement cost is determined based on the purchase price in the market as of the Valuation Benchmark Date.

Replacement cost = purchase price of electronic equipment/1.13

① Determination of comprehensive newness rate

A. For specialized equipment and general machinery, the comprehensive newness rate is determined primarily based on the economic life and used life of the equipment, combined with an on-site inspection of its operational and technical condition to ascertain its remaining useful life. The calculation formula is as follows:

Comprehensive newness rate = remaining useful life/ (remaining useful life + used life) × 100%

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B. According to the requirements of the Regulations on Compulsory Retirement Standard for Motor Vehicles (Order 2012 No. 12) jointly issued by the Ministry of Commerce, the National Development and Reform Commission, the Ministry of Public Security and the Ministry of Environmental Protection on 27 December 2012, the theoretical newness rate of vehicles shall be determined by mileage traveled and serviced life of vehicles, whichever is the lower, and then adjusted based on on-site survey. The calculation formula is as follows:

Life-based newness rate = (economic service life - serviced life)/economic service life × 100%

Or: Life-based newness rate = (compulsory retirement life - serviced life)/compulsory retirement life × 100%

Mileage-based newness rate = (guidance retirement mileage - mileage travelled)/guidance retirement mileage × 100%

Or: Mileage-based newness rate = (compulsory retirement mileage - mileage travelled)/compulsory retirement mileage × 100%

Theoretical newness rate is taken as the lower of life-based newness rate and mileage-based newness rate. That is:

Theoretical newness rate = MIN (life-based newness rate, mileage-based newness rate)

The observational newness rate of a vehicle is determined based on on-site inspection.

Comprehensive newness rate = theoretical newness rate × 50% + observational newness rate × 50%

C. For electronic equipment, the comprehensive newness rate is mainly determined based on its economic life. The calculation formula is as follows:

Comprehensive newness rate = (economic life - used life)/ economic life × 100%

② Determination of appraised value

Appraised value = replacement cost × comprehensive newness rate

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(2) Market approach

① Electronic equipment

For equipment that has been used for a long time, it is evaluated according to the second-hand market price as at the Valuation Benchmark Date.

② Vehicles

A. Collecting transaction examples

That having considerable amount of vehicle transaction examples is the prerequisite for the application of the market approach for valuation. Therefore, the valuers will collect as many vehicle transaction examples as possible through various channels.

B. Selecting comparable examples

Three comparable examples will be selected from the examples collected based on the conditions of valuation subject and the purpose of valuation. The comparable examples selected should comply with the following requirements:

The comparable examples are similar to the valuation subject;
The transaction date is close to the valuation time;
The transaction price is a normal price or can be adjusted to a normal price;
The price type is the same.

C. Establishing a comparable basis for price

After selecting comparable examples, the valuers should convert the transaction price of these examples, in order to establish the comparable basis for price.

D. Adjusting transaction status

The valuers will exclude the price deviations caused by special factors in transactions and adjust the transaction price of the comparable examples to a normal price.

E. Adjusting transaction time

The valuers will exclude the price deviations caused by transaction timing differences in transactions and adjust the transaction price of the comparable examples to a normal price.

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F. Adjusting specific factors

When adjusting specific factors, the prices of comparable examples should be adjusted to a price of the valuation subject.

The detailed contents of specific factor adjustment should be based on the actual status of the valuation subject. When adjusting specific factors, each specific factor of the comparable examples should be compared with that of the valuation subject, in order to find out the difference of specific factors which caused the price difference and make adjustment accordingly.

G. Determining the benchmark price

The adjustment of transaction status, transaction date and specific factors will be done with the percentage approach. In other words, the difference between the comparable examples and vehicles to be valuated in certain aspect will be converted into the percentage of price difference so as to adjust the price of the comparable examples.

Prices of various comparable examples selected will go through all the adjustments above and generate the benchmark price.

Calculation Formula: Price of the vehicle to be appraised = transaction price of comparable examples × normal transaction conditions/transaction conditions of comparable examples × transaction time at the Valuation Benchmark Date/ transaction time of comparable examples × specific factors value of the vehicle to be appraised /specific factors value of comparable examples.

H. Calculation of appraised value of vehicles

Based on the calculated benchmark price, the appraised value of vehicles is determined using appropriate mathematical methods.

Other intangible assets

(1) Purchased software

According to the characteristics of other intangible assets, the type of appraised value, data collection and other relevant conditions, the market approach is used for valuation, and the market price on the Valuation Benchmark Date is taken as the appraised value.

(2) Patents

After verification, the patents included in the scope of the valuation of the enterprise are only minimally utilized during its production and operation process and have not generated excess returns or cost savings, so the income approach is inapplicable. At the same time, there are no transfer cases similar to intangible assets of intellectual property rights in the market for reference, rendering the market approach unfeasible. After communication with the enterprise, it was confirmed that the enterprise did not invest relevant costs and

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expenses for research and development. Therefore, the valuation of patents is based solely on actual incurred costs, including agency fees for patent filing, application fees and examination fees. Meanwhile, for co-owned patents, the value of the patent rights enjoyed by the appraised entity shall be allocated equally among all patent holders.

For other non-current assets, the valuers investigated the reasons for the formation of other non-current assets and checked relevant contracts and vouchers, and issued confirmation letters for other non-current assets. The appraised value of other non-current assets is their verified book value.
Liabilities

Liabilities of the appraised entity include short-term borrowings, accounts payable, salaries and wages payable, taxes payable, other payables, non-current liabilities due within one year, other current liabilities, long-term borrowings and long-term salaries and wages payable. The valuers first checked the consistency between the subsidiary ledger and the general ledger, and checked specific items. Meanwhile, the valuers carried out a selective examination of relevant accounting vouchers and other information of payments. According to the selective examination of the vouchers, the valuers confirmed whether the carrying amount of debts of the appraiser was true, and took the liabilities actually borne by the enterprise as the appraised value.

VIII. IMPLEMENTATION OF VALUATION PROCEDURES

The valuers implemented the valuation on the assets and liabilities involved in the valuation subject from 1 December 2024 to 24 March 2025. The implementation of the major valuation procedures are set out below:

(I) Acceptance of the engagement

On 1 December 2024, we reached an agreement with the principal on the fundamental aspects of the valuation business, including the valuation purpose, the subject and scope of valuation, and the Valuation Benchmark Date, as well as the rights and obligations of the parties, and prepared a corresponding valuation plan in consultation with the principal.

(II) Preliminary preparations

After accepting the engagement, our project team drew up a specific valuation work plan and formed an valuation team according to the valuation purpose, the characteristics of the valuation subject and the time frame. At the same time, a list of information required for the valuation and a declaration form was prepared according to the actual needs of the project.

(III) On-site investigation

The valuers conducted necessary check and verification on the assets and liabilities involved in the valuation subject, and necessary investigation on the operating and management status of the appraised entity from 1 December 2024 to 20 January 2025.

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1. Asset verification

(1) Instructing the appraised entity to complete forms and prepare information to be provided to the valuation agency

The valuers instructed the financial and asset management personnel of the appraised entity to fill in the detailed and accurate reports on the assets included in the scope of appraisal in accordance with the “Detailed Asset Appraisal Application Sheets” provided by the valuation agency, its filling-in requirements and the list of information on the basis of their own asset inventories, and at the same time, collected and prepared the documents proving ownership of the assets and the documents reflecting the performance, condition, economic, and technical indicators of the assets.

(2) Initial review and refinement of Detailed Asset Appraisal Application Sheets completed by the appraised entity

The valuers reviewed relevant documentation to understand the details of specific assets included in the scope of the valuation. The valuers then carefully examined various types of “Detailed Asset Appraisal Application Sheets” for completeness, accuracy, clarity and other status of asset descriptions. Drawing on their experience and available information, the valuers checked for any omissions in the forms and provided feedback to the appraised entity to refine the “Detailed Asset Appraisal Application Sheets” as necessary.

(3) On-site field surveys

In accordance with the type, quantity and distribution of assets included in the scope of the valuation, the valuers, with the cooperation of the relevant personnel of the appraised entity and in accordance with the relevant provisions of the asset valuation standards, conducted on-site surveys of each asset and adopted different survey methods for different asset properties and characteristics.

(4) Additions, modifications and refinements to the Detailed Asset Appraisal Sheets

Based on the results of the on-site field surveys and adequate communication with the relevant personnel of the appraised entity, the valuers further improved the “Detailed Asset Appraisal Application Sheets” to achieve consistency between the accounts, tables and facts.

(5) Verification of property title certificates

The valuers verified the property title certificates of assets included in the scope of the valuation, such as vehicles and intangible assets of intellectual property. Any incomplete and ambiguous information on property title was drawn to the attention of the enterprise for verification or provision of relevant explanatory documents of title.

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(IV) Collection of information

The valuers collected information for valuation based on the specific conditions of the valuation project, including information obtained independently and directly from the market and other channels, information obtained from the principal and other relevant parties concerned and information obtained from government authorities, various professional institutions and other relevant departments. They also performed the necessary analysis, induction and collation on the collected information to develop basis for valuation and estimate.

(V) Valuation and estimate

The valuers adopted, in light of the specific situations of various assets, the corresponding formula and parameters to make analysis, calculation and judgment on the assets by using the selected valuation method to reach a preliminary conclusion of valuation. The project leader summarized the preliminary conclusion of valuation concerning various assets, and prepared and formulated the preliminary Asset Valuation Report.

(VI) Internal review

In accordance with the provisions of our valuation business process management approach, the project leader submits the preliminary Asset Valuation Report upon completion to the Company for internal review. After completion of the internal review, the project leader would communicate with the principal or other relevant parties agreed by the principal on the relevant contents of the Asset Valuation Report on the premise of not affecting the independent judgment on the appraisal conclusion. Upon completion of the above asset appraisal procedures, a formal Asset Valuation Report is issued and submitted.

IX. VALUATION ASSUMPTIONS

The assumptions used in the analysis and estimation of this Asset Valuation Report are as follows:

(I) It is assumed that all valuation subjects are in the process of transaction, and the valuers will conduct valuation in a market according to the transaction conditions of assets to be appraised;

(III) It is assumed that the asset to be appraised will continue to be used under its current purpose and manner;

(V) It is assumed that the appraised entity will continue to operate based on the actual condition of the asset on the Valuation Benchmark Date;

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(VI) It is assumed that there are no material changes in interest rates, exchange rates, tax bases and tax rates, and policy-based levies related to the appraised entity;

(VII) It is assumed that the management of the appraised entity is responsible and stable, and is capable of shouldering its duties after the Valuation Benchmark Date;

(VIII) Unless otherwise stated, it is assumed that the enterprise is fully compliant with all relevant laws and regulations;

(IX) It is assumed that there are no other force majeure and unforeseen factors that would have a material adverse impact on the appraised entity after the Valuation Benchmark Date;

(XII) It is assumed that the cash inflow and outflow of the appraised entity after the Valuation Benchmark Date is at their respective average levels;

(XIV) It’s assumed that the enterprise’s coal production and sales will achieve a balance in future years;

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(XX) As at the Valuation Benchmark Date, Inner Mongolia Huangtaolegai Coal Co., Ltd. (a subsidiary of the appraised entity) leased the dedicated pipelines and ancillary facilities from Wushenqi Baiheshui Water Utility Co., Ltd. It’s assumed that upon the expiration of the contract, both parties will continue to sign an lease agreement at the current rental rates until the end of the operation period of the appraised entity.

The valuation conclusion of the Asset Valuation Report was established on the Valuation Benchmark Date based on the above assumptions. In the event of any material changes to the above assumptions, the undersigned valuers and the valuation agency shall not be responsible for deducing different valuation conclusion due to any changes of the assumptions.

X. VALUATION CONCLUSION

On the Valuation Benchmark Date, for Shandong Energy Group Xibei Mining Co., Ltd., the book value of total assets is RMB30,189,052,900, the appraised value is RMB41,963,725,100, representing an appreciation of RMB11,774,373,800 or 39.00%; the book value of total liabilities is RMB16,702,392,000, the appraised value is RMB16,701,219,600, representing a depreciation of RMB1,172,400 or 0.01%; the book value of the net assets is RMB13,486,959,300, the appraised value is RMB25,262,505,500, representing an appreciation of RMB11,775,546,200 or 87.31%.

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The results of the valuation are detailed in the following summary table of the valuation results:

Summary table of the valuation results under the asset-based approach

Valuation Benchmark Date: 30 November 2024
Unit: RMB0'000

Item		Book value A	Appraised value B	Appreciation C=B-A	Appreciation rate% D=C/A×100
I. Current assets	1	632,516.40	632,516.40	0.00	0.00
II. Non-current assets	2	2,386,418.73	3,563,856.11	1,177,437.38	49.34
Including: Long-term equity investments	3	2,193,849.18	3,372,514.10	1,178,664.92	53.73
Investment properties	4	0.00	0.00	0.00
Fixed assets	5	4,822.94	3,545.51	-1,277.43	-26.49
Construction in progress	6	0.00	0.00	0.00
Oil and gas assets	7	0.00	0.00	0.00
Intangible assets	8	55.76	105.65	49.89	89.49
Including: Land use rights	9	0.00	0.00	0.00
Other non-current assets	10	187,690.85	187,690.85	0.00	0.00
Total assets	11	3,018,935.13	4,196,372.51	1,177,437.38	39.00
III. Current liabilities	12	811,758.34	811,641.10	-117.24	-0.01
IV. Non-current liabilities	13	858,480.86	858,480.86	0.00	0.00
Total liabilities	14	1,670,239.20	1,670,121.96	-117.24	-0.01
Net assets	15	1,348,695.93	2,526,250.55	1,177,554.62	87.31

According to the above valuation, the appraised value of the total shareholders' equity of Shandong Energy Group Xibei Mining Co., Ltd. is RMB25,262,505,500.

Due to objective conditions, this Asset Valuation Report does not consider the impact of liquidity on the value of the valuation subject.

XI. SPECIAL NOTES

The following matters that have been identified in the course of valuation may affect the valuation conclusion, but cannot be assessed and estimated by the valuers based on their professional level and ability:

(I) In this Asset Valuation Report, for all data appearing in tables or textual representations in the amount of RMB0'000, where there is a rounding difference between the total and the sum of the sub-values, it is due to rounding.

(II) The valuation has utilized the audit report (Zhong Xing Cai Guang Hua Shen Zhuan Zi (2025) No.316021) issued by Zhongxingcai Guanghua Certified Public Accountants LLP on 23 March 2025. We have obtained such audit report through legal channels, and after analysis and judgement in accordance with the relevant provisions of the asset valuation standards, we utilized the audit report in a prudent manner. The audited financial data in the audit report is the basis of the valuation, hence, if there is any variation in financial data, the valuation conclusion may be invalid. According to article 12 of the Asset Valuation Practicing Standards - Enterprise Value, asset valuation professionals have analyzed and made judgments on the financial statements in accordance with the requirements for the use of financial statements under the

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valuation approach adopted, but it is not the responsibility of the asset valuation professional to express a professional opinion as to whether or not the relevant financial statements present fairly the financial position as at the valuation benchmark date, and the results of operations and cash flows for the current period. We are only responsible for improper citations that may exist in the process of using the audit reports.

These consolidated financial statements are pro forma financial statements, the bases, methods and assumptions of preparation of which are as follows:

Basis of preparation

(1) The pro forma financial statements are prepared on the assumption of going concern principle based on the actual transactions and events, and prepared in accordance with the Accounting Standards for Business Enterprises – Basic Standard, specific accounting standards, the Application Guidance for Accounting Standard for Business Enterprises, interpretations of the Accounting Standards for Business Enterprises and other relevant regulations issued by the Ministry of Finance on and subsequent to 15 February 2006 (hereinafter collectively referred to as “ASBE”), and the disclosure requirements in the Preparation Convention of Information Disclosure by Companies Offering Securities to the Public No.15 – General provisions on Financial Reporting (Revised in 2023) issued by the China Securities Regulatory Commission.

According to relevant provisions of the ASBE, the Company’s accounting is prepared using the accrual basis. The measurement basis of the financial statements is historical cost except for certain financial instruments. According to the ASBE, related provision for impairment shall be accrued if asset is impaired.

(2) These pro forma consolidated financial statements are based on the assumption that the Company was established on 1 January 2021 and that the actual registered capital of RMB5,000 million was contributed by investors on 16 May 2022, of which RMB228 million was contributed in monetary funds and the remaining RMB4,772 million was contributed in equity under the same control. In preparing these pro forma consolidated financial statements, it was assumed that this portion of the registered capital has been contributed as at 1 January 2021, of which the investors have made contributions in monetary funds, which are shown in “other non-current assets” before being paid up.

(3) In July 2024, the Company entered into the Property Rights Transaction Contract of Gansu Huaneng Tianjun Energy Co., Ltd. with Huaneng Gansu Energy Development Co., Ltd., pursuant to which, the Company acquired 55% equity interest of Gansu Huaneng Tianjun Energy Co., Ltd. held by Huaneng Gansu Energy Development Co., Ltd. for a consideration of RMB4,495.05 million. As of 26 August 2024, the Company and Huaneng Gansu Energy Development Co., Ltd. have completed the handover procedures for all relevant assets, financial and business management rights of Huaneng Tianjun. On 26 August 2024, Huaneng Tianjun completed the relevant industrial and commercial registration changes and became a

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non-wholly owned subsidiary of the Company. The actual consolidation period of Gansu Huaneng Tianjun Energy Co., Ltd. is from 26 August to 30 November.

(4) Except for Gansu Huaneng Tianjun Energy Co., Ltd. which is a business combination not under common control in 2024, all other companies within the scope of consolidation of the Company were established before 1 January 2021, and the acquisition of equity interests in these companies by the Company are all mergers of companies under the same control. In preparing these pro forma consolidated financial statements, the audited financial statements of each company are used as the basis, assuming that they are included in the scope of consolidation of the pro forma consolidated financial statements from 1 January 2021, and measured, depreciated and amortized in the pro forma consolidated financial statements prepared at the carrying value of the respective identifiable net assets of each company beginning from 1 January 2021.

(5) Shandong Kanggge Energy Technology Co., Ltd. was a wholly-owned subsidiary of the Company prior to July 2024. In July 2024, due to the internal business integration of Shandong Energy Group, the Company transferred 51% of its shares in Kanggge Energy to Xinwen Mining Group Zhoujin Co., Ltd., and Kanggge Energy became an associate of the Company. As Kanggge Energy is not within the scope of this equity acquisition, it will be excluded from the preparation of the pro forma consolidated financial statements of the Company. That is, it is deemed to have been outside the consolidation scope at the beginning of the reporting period, and our 49% long-term equity investment in Kanggge Energy is accounted for using the equity method in the pro forma consolidated financial statements for the period from 1 August to 30 November 2024.

(6) Due to the internal business integration, in accordance with the Resolution of the Board of Directors of Shandong Energy Group Xibei Mining Co., Ltd. on the Detachment of the Shares (Assets) of Shandong Fangda Engineering Co., Ltd. and Other Entities (passed at the first extraordinary general meeting of the Board on 19 December 2024), the Company will complete the liquidation of Shanxi Longkuang Jinbei Coal Machinery Co., Ltd. and Shandong Dongchen Gongying Service Co., Ltd., the detachment and transfer of its subsidiaries of Shanxi Xinzhou Yuanping Longkuang Pandao Coal Industry Co., Ltd. and Zibo Mining Group Design Institute Co., Ltd. at nil consideration, the transfer of its subsidiaries of Shandong Fangda Engineering Co., Ltd., Shandong Fangda Hangxiao Steel Structure Technology Co., Ltd., and Shandong Tian'an Safety Testing Technology Service Co., Ltd. at agreed consideration, and the termination of the original gratuitous transfer agreement with the branch of Shandong Institute of Coal Technology and the 24.2574%-owned associate Shandong Energy Commercial Factoring (Tianjin) Co., Ltd. As of the date of issuance of the pro forma audit report, the above-mentioned companies have completed the actual equity transfer. To more accurately reflect the financial position, operating results and cash flows of the Company following the detachment and transfer of the equity interests in the above-mentioned companies during the reporting period, the management of the Company has assumed that the liquidation or transfer transactions of these equity interests were completed at the beginning of the reporting period on 1 January 2021, that is, from 1 January 2021, the Company will

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no longer hold any equity interests or assets in the above-mentioned companies, the pro forma consolidated financial statements of the Company will no longer consolidate or recognize the equity interests of the above-mentioned companies, and the pro forma consolidated financial statements will cease to recognize and measure the long-term equity investment in the above-mentioned companies.

(7) Based on the above internal restructuring requirements, it is assumed in the preparation of these pro forma financial statements that the Group has implemented ASBE 22 – Recognition and Measurement of Financial Instruments, ASBE 23 – Transfer of Financial Assets, ASBE 24 – Hedge Accounting, ASBE 14 – Income and ASBE 21 – Leases from 1 January 2021.

2. Going concern

The Group has a stable cash flow, a recent history of profitable operations and the ability to obtain financial resources to support its production and operations, and therefore has the ability to continue as a going concern in the preparation of these financial statements.

(III) According to the overall plan of the economic activity, the mining rights included in the valuation scope were valued by China Enterprise Appraisals Consultation Co., Ltd. engaged by the principal, which has issued the following reports:

Name of entity	Name of mineral rights	Valuation method	Reference number of the report	Valuation of the mineral rights (RMB0'000)
Shaanxi Zhengtong Coal Industry Co., Ltd.	Mining rights of Changwu County Gaojiabao Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1002	103,846.02
Gansu Lingtai Shaozhai Coal Industry Co., Ltd.	Mining rights of Shaozhai Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1003	94,410.08
Pingliang Wuju Coal Industry Co., Ltd.	Mining rights of Wuju Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1004	198,811.04
Pingmei Chang'an Energy Development Co., Ltd.	Mining rights of Yangjiaping Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1005	164,029.76
Shaanxi Changwu Tingnan Coal Industry Co., Ltd.	Mining rights of Changwu County Tingnan Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1006	260,551.60

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Name of entity	Name of mineral rights	Valuation method	Reference number of the report	Valuation of the mineral rights (RMB0'000)
Inner Mongolia Shuangxin Mining Co., Ltd.	Mining rights of Yangjiacun Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1007	213,929.03
Shaanxi Yongming Coal Mine Co., Ltd.	Mining rights of Zichang County Yongming Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1008	46,305.68
Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.	Mining rights of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1009	135,845.57
Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.	Mining rights of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1010	62,856.79
Hangjinqi Juneng Energy Co., Ltd.	Mining rights of Youfanghao Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1011	546,511.29
Inner Mongolia Huangtaolegai Coal Co., Ltd.	Mining rights of Bayangaole Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1012	950,970.07
Gansu Huaneng Tianjun Energy Co., Ltd.	Mining rights of Liuyuanzi Coal Mine	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1013	80,668.49
Gansu Huaneng Tianjun Energy Co., Ltd.	Gansu Province Huan County Shajingzi Mining Area Mafuchuan Jingtian Exploration (Retention)	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1014	415,949.93
Gansu Huaneng Tianjun Energy Co., Ltd.	Gansu Province Huan County Shajingzi Mining Area Maojiachuan Jingtian Exploration (Retention)	Discounted cash flow method	Zhong Qi Hua Kuang Ping Bao Zi [2025] No. 1015	218,599.85

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Enterprise Appraisals Consultation Co., Ltd. For details of the calculation process and conclusion of the mining rights consideration, please read the mining rights valuation reports issued by China Enterprise Appraisals Consultation Co., Ltd. carefully.

(IV) Special notes of mineral rights

Disposal of mineral rights for compensation

As of the Valuation Benchmark Date, the subsidiaries of Shandong Energy Group Xibei Mining Co., Ltd. hold a total of 14 mineral rights, including 12 mining rights for 9 production mines, 2 mines under construction and 1 mine pending resumption of operations and 2 exploration rights for 2 mines to be constructed. The disposal of the above 14 mineral rights for compensation fall into the following four categories (with some mineral rights belonging to two categories simultaneously):

No.	Categories of disposal for compensation	Name of mine/Name of exploration project
1	All has been disposed of for compensation	Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd.
		Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd.
		Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.
		Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd.
2	Mineral rights with newly added resource reserves pending disposal for compensation	Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.
		Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd.
3	It's difficult to ascertain the status of disposal for compensation from existing information	Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd.
		Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd.

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No.	Categories of disposal for compensation	Name of mine/Name of exploration project
4	It's difficult to ascertain the status of disposal for compensation due to historical reasons	Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd.
		Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd.
		Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd.
		Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd.
		Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd.
		Exploration (retention) of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province
		Exploration (retention) of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province

For the second, third and fourth scenarios outlined in the above table, the valuation methods are as follows:

(1) Mineral rights with newly added resource reserves pending disposal for compensation

The mining rights of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. and Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. have newly added resource reserves pending disposal for compensation.

According to the Methods of Levying Transfer Proceeds of Mineral Rights, the Implementation Measures for Levying Transfer Proceeds of Mineral Rights in Shaanxi Province and Implementation Measures for the Administration of Levying Transfer Proceeds of Mineral Rights in Inner Mongolia Autonomous Region, for the mining rights that have been established and disposed of with compensation, when utilizing the resource reserves within the scope of the mining rights that have not been disposed of with compensation, the proceeds from the transfer of mining rights shall be levied on an annual basis according to the rate of proceeds from the transfer of mineral rights at the time of selling the mineral products by comparing to the transfer methods in the agreement.

The future payable transfer proceeds of mineral rights are assessed based on the transfer proceeds rate of mineral rights as stipulated in the Notice on Issuing the Methods of Levying Transfer Proceeds of Mineral Rights (Cai Zong [2023] No. 10) by the Ministry of Finance, the Ministry of Natural Resources and the State Taxation Administration, and have been included in the corresponding cost items.

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(2) It's difficult to ascertain the status of disposal for compensation from existing information or due to historical reasons

For the mining rights of Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. and Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd., it's difficult to ascertain the status of disposal for compensation from existing information, and for the mining rights of Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd., Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd., Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd., Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. and Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd., and the exploration rights of exploration (retention) of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province and exploration (retention) of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province, it's difficult to ascertain the status of disposal for compensation due to historical reasons. All retained resource reserves as of the Valuation Benchmark Date have been included in the scope of the valuation, but the potential transfer proceeds of mineral rights during the valuation calculation period have not been considered in the valuation.

For the above situation, the transferor and the transferee involved in this economic activity issued a letter of undertaking with following commitments: After the Closing Date of this transaction, if the relevant authorities levy transfer proceeds of mineral rights in respect of the resource reserves utilized prior to the Valuation Benchmark Date of this transaction and the corresponding resource reserves of this transaction (i.e. the resource reserves within the valuation scope of the relevant mining rights in this transaction) based on the Methods of Levying Transfer Proceeds of Mineral Rights, and the amount of the levied transfer proceeds has not been reflected in the relevant report of this transaction, the transferor shall compensate the transferee, with the specific compensation method to be determined in accordance with the terms stipulated in the Letter of Commitment on Matters Related to the Mineral Rights entered into between the two parties.

Mining rights involving the allocation of coal resources by implementing conversion projects

The mining rights of Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd., Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. and Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. historically involve the allocation of coal resources by implementing conversion projects, with the corresponding transfer proceeds of the allocated resource reserves of the conversion projects deducted during the disposal for compensation. The above allocated resource reserves of the conversion projects have all been

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included in the scope of the valuation, but the potential transfer proceeds of such portion of resources payable in future years have not been considered in the valuation.

For the above situation, the transferor and the transferee involved in this economic activity issued a letter of undertaking with following commitments: After the Closing Date of this transaction, if the relevant authorities levy transfer proceeds from Xibei Mining and its subsidiaries in respect of the allocated resource reserves of the conversion projects, recover the allocated resource reserves or hold other responsibilities for the reason that the conversion projects have not been implemented or have not been fully implemented, and the aforementioned obligations have not been reflected in the relevant report of this transaction, the transferor shall compensate the transferee, with the specific compensation method to be determined in accordance with the terms stipulated in the Letter of Commitment on Matters Related to the Mineral Rights entered into between the two parties.

Overlay issues of mineral resources

Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd., Gansu Huaneng Tianjun Energy Co., Ltd. and Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd. are affected by resources overlay, and no compensation plan has been reached with the parties responsible for the mineral resources overlay, resulting in uncertainty regarding future compensation arrangements. In this valuation, the above overlaid resources have been deducted, without considering economic compensation. For the above situation, the transferor and the transferee involved in this economic activity have stipulated in the transfer agreement that should compensation be obtained for these overlaid resources in the future, the transferee shall compensate the transferor, with the specific compensation method to be determined in accordance with the terms stipulated in the Equity Acquisition and Capital Increase Agreement entered into between the two parties.

Uncertainty in the renewal period of exploration rights of Tianjun Energy

As of the Valuation Benchmark Date, the exploration rights of Mafuchuan Mine Field and Maojiachuan Mine Field held by Tianjun Energy are in their fifth retention period, with the procedures of conversion from exploration to mining rights yet to be completed. Through communication with Tianjun Energy, it is anticipated that the conversion work will be completed by the end of 2025. Pursuant to the Administrative Measures on Registration of Mineral Resources Exploration and Survey using the Block System, the exploration rights may be retained for a maximum of three times, with each retention period lasting five years. As these exploration rights have already reached the maximum number of retention, should the conversion to mining rights fail to be completed within the validity period, there is certain uncertainty as to whether they can be extended or retained in the future.

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For the above situation, the transferor and the transferee involved in this economic activity issued a letter of undertaking with following commitments: (1) if the exploration rights of Mafuchuan Mine Field and Maojiachuan Mine Field fail to meet the requirements for conversion from exploration to mining rights or for exploration rights retention upon the expiration of their exploration permits, and their approved exploration acreage were reduced after the exploration right renewal process, which caused losses to Tianjun Energy, then the transferor shall compensate the transferee for such losses at that time; (2) if the exploration rights of Mafuchuan Mine Field and Maojiachuan Mine Field fail to meet the requirements for conversion from exploration to mining rights, for explorations right retention or renewal upon the expiration of their exploration permits, resulting in the relevant authorities refusing to renew or revoking the exploration rights according to law, thereby causing termination of such exploration rights, then the transferor shall compensate the transferee accordingly, with the specific compensation method to be determined in accordance with the terms stipulated in the Letter of Commitment on Matters Related to the Mineral Rights entered into between the two parties.

Resources overlay in Gansu Lingtai Shaozhai Coal Industry Co., Ltd.

According to the "Development and Utilization Plan", the main ground buildings (structures) within the coal mine affected by mining subsidence include Shaozhai Town and its urban planning zone, Dongping Village, Ganhuaishu Village, Dongguo Village, Sanlian Village, Sanpo Village and Xinmin Village. Except for the above, there are no other overlaid projects. Up to now, relocation has been fully completed for Xiangpan Community in Ganhuaishu Village, Yinmian Community in Dongguo Village and Nangouling Community in Xinmin Village located in Panel 1 District and Panel 2 District in the eastern of the coal mine, while ground buildings in Shaozhai Town and its planning zone, Ganhuaishu Village, Dongguo Village, Sanlian Village and Sanpo Village remain to be relocated. According to the "Development and Utilization Plan", there will be a retention of 9.2404 million tonnes of coal pillars for Shaozhai Town and its urban planning zone, with other villages to be relocated without pillar retention. Pursuant to the Statement on Coal Mine Pressing and Relocation issued by Gansu Lingtai Shaozhai Coal Industry Co., Ltd., subsequent coal pressing and relocation is planned for the north of Panel 2 District's western wing (originally the north of Panel 4 District) during the year 2030 to 2032 with estimated relocation costs of RMB290.46 million. For the mining rights and overall income approach valuation, the village relocation expenses have been considered based on the above plan. The amount of village relocation expenses in the future shall be subject to the actual amount, and there may be a difference from the expected amount.

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Pingliang Wuju Coal Industry Co., Ltd. is still in the transition period for full production. The mine's full production timeline is determined based on the company's operational plan and production schedule in this valuation. Failure to achieve the approved production capacity as scheduled may impact the valuation results.
Village overlay of Pingliang Wuju Coal Industry Co., Ltd.

According to the design of the mining area, the mining scope involves the overlay of buildings, including Yangzhuang Community, Nongjizhan Community, Changzhi Community, Xinzhuang Community and scattered rural dwellings. According to the mining plan, these villages shall be relocated without retaining coal pillars, and accordingly the coal reserves beneath these structures were not deducted in this valuation. Based on the preliminary budget for compensation of villages overlay issued by the enterprise, corresponding expenses for relocation have been considered in this valuation. The actual final amount of the expenses in the future may be different from the budget amount.

Issue of assessed mining rights value reference of Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd.

The valuation results from the Valuation Report on the Mining Rights of Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. incited by this valuation report is the mining rights value for coal reserves of mining seams with burial depths shallower than 1,000 meters, excluding the mining rights value for coal reserves of mining seams with burial depths 1,000m~1,200m. In the special notes section of the mineral rights valuation report, it's disclosed that the mining rights value for coal reserves of mining seams with burial depths of 1,000m~1,200m. For the purposes of this valuation, the mining rights valuation has referenced the mining rights value for coal reserves of mining seams with burial depths shallower than 1,000 meters from the conclusions of the mineral rights valuation report, and the mining rights value for coal reserves of mining seams with burial depths 1,000m~1,200m as disclosed in the special notes. That's to say, the assessed mining rights value include the mining right values for coal reserves with burial depths shallower than 1,000 meters and at 1,000m~1,200m.

Issues on the basis of resource reserves and recoverable reserves of Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd.

The resource reserves and recoverable reserves used in this valuation are mainly based on the overlaid resources approved by documents such as Shaanxi Binchang Mining Area Tingnan Coal Mine (Integrated Zone) Resource Reserve Verification Report prepared by Team 186 of Shaanxi Coalfield Geological Bureau in October 2010, the subsequent 2023 Annual Reserve Report of Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd, the Mineral Resources Development and Utilization Plan (Change) of Changwu

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County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. prepared by Shaanxi Changwu Tingnan Coal Industry Co. Ltd. in November 2022, as well as "Shaan Zi Ran Zi Kuang Bao Han [2024] No. 26" and "Shaan Zi Ran Zi Kuang Bao Han [2024] No. 945", and the overlaid resources within the prohibited mining zone of water source protection area of Tingkou Reservoir estimated by the mining rights holder. During the validity period of the valuation report after its submission, if a new reserve verification report for the mine is submitted for review and record, along with new design materials, the principal shall promptly entrust our company to correct the valuation conclusions.

Evaluation and treatment of open-pit mining in Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd.

According to the "Analysis Report on Recovery of Residual Coal Seams", the 1-2 Seam, 2-1 L Seam, 2-2 U Seam and 3-1 Seam are designated for open-pit mining and will be extracted for reuse after the completion of underground mining. Based on the technical and economic indicators from the "Analysis Report on Recovery of Residual Coal Seams", the projected cash flow for these seams is negative. Given that open-pit mining of these four coal seams is economical, when using the discounted cash flow method to assess the mining rights, such portion of cash flow was excluded from the valuation conclusion, so the mining rights valuation for open-pit coal seams is assessed as zero. Similarly, in the overall income approach valuation, this portion of cash flow has not been considered.

According to the "Development and Utilization Plan" of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd., the mine's production will begin to decrease after reaching the second mining level. Based on this design, this valuation has adjusted the production schedule for the future years. If the actual production plan for the future year is inconsistent with this valuation, then this valuation shall be adjusted accordingly.
Issues related to the production capacity of Tianjun Company

(1) Liuyuanzi Mining Area

Currently, the specified and verified production capacity of Liuyuanzi Coal Mine is 900,000 tonnes/year according to its mining permit. According to the "Reply on the Revision of the Overall Plan for Shajingzi Mining Area" (Gan Neng Han [2025] No. 30) issued by Gansu Energy Administration, the planned production capacity of Liuyuanzi Coal Mine has been revised to 1.8 million tonnes/year. The revised overall plan has passed the preliminary review by the Coal Department of the National Energy Administration and is scheduled to submit an environmental impact assessment report on the revised overall plan of the mining area for approval, with the goal of obtaining national approval by June 2025. Based on the revised overall plan, the mining area has prepared a "Feasibility Study Report on Mining and

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Processing” for a production capacity of 1.8 million tonnes/year. Accordingly, in this valuation, the production capacity is determined as 1.8 million tonnes/year based on the revised overall plan and feasibility study design.

(2) Mafuchuan Mining Area

In July 2010, the overall plan for Shajingzi Mining Area was approved by the National Development and Reform Commission under the document of Fa Gai Neng Yuan [2010] No. 1912, which designated the Mafuchuan Coal Mine with a planned capacity of 5 million tonnes/year. Currently, the revised draft of the overall plan proposes a capacity of 8 million tonnes for Mafuchuan Coal Mine. Given that the revised draft has passed the preliminary review by the Coal Department of the National Energy Administration, the “feasibility study report”, after analysis and comparison, recommends a designed production capacity of 8 million tonnes/year for Mafuchuan Coal Mine, with a routine capacity of 5.6 million tonnes/year. Based on the “feasibility study report”, this valuation confirms a construction capacity of 8 million tonnes, consisting of a routine capacity of 5.6 million tonnes/year and an emergency capacity of 2.4 million tonnes/year. Since future emergency production are difficult to predict, the production capacity in future normal production lifespan is determined based on the routine capacity of 5.6 million tonnes/year in this valuation.

(3) Maojiachuan Mining Area

In July 2010, the overall plan for Shajingzi Mine Area was approved by the National Development and Reform Commission under the document of Fa Gai Neng Yuan [2010] No. 1912, which designated the Maojiachuan Coal Mine with a planned capacity of 5 million tonnes/year. Currently, the revised draft of the overall plan proposes a capacity of 7 million tonnes for Maojiachuan Coal Mine. Given that the revised draft has passed the preliminary review by the Coal Department of the National Energy Administration, the “feasibility study report”, after analysis and comparison, recommends a designed production capacity of 7 million tonnes/year for Maojiachuan Mine Field, with a routine capacity of 4.9 million tonnes/year. Based on the “feasibility study report”, this valuation confirms a construction capacity of 7 million tonnes, consisting of a routine capacity of 4.9 million tonnes/year and an emergency capacity of 2.1 million tonnes/year. Since future emergency production are difficult to predict, the production capacity in future normal production lifespan is determined based on the routine capacity of 4.9 million tonnes/year in this valuation.

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(V) According to the Asset Appraisal Law and the Guiding Opinions on the Legal Title of Asset Appraisal Subjects, the principal and the relevant parties who are engaged in valuation business shall ensure the authenticity, completeness and legitimacy of the legal ownership certificates, financial information and other materials provided by them. The purpose of engaging in valuation business is to estimate the value of the valuation subject and issue professional opinions thereon. It is beyond the scope of practice of the valuers to acknowledge the legal ownership of the valuation subject or issue opinions thereon. The valuers do not provide guarantee for the legal ownership of the valuation subject.

(VI) Survey limitations

As of the Valuation Benchmark Date, for the underground concealed engineering works such as pipelines, pipeline tranches and shaft works involved in the overall valuation of long-term equity investments within the valuation scope, due to the specialized nature and complexity of these projects, the valuers primarily verified the existence, technical condition and ownership of each asset by reviewing design drawings, construction contracts, final accounts reports and settlement documents.
Due to the limitations of mine enterprises survey, the valuers were unable to conduct on-site verification of each underground equipment. The valuers primarily verified the existence, ownership and use of the underground equipment based on the inventory lists, equipment purchase contracts and invoices, and equipment management ledgers provided by the appraised entity.

(VII) Special notes of the appraised entity and subsidiaries

Parent company– Shandong Energy Group Xibei Mining Co., Ltd.

(1) Vehicles licensing status

A total of 19 vehicles were included in the scope of the valuation, all of which possess valid vehicle licenses. Among them, the license holder of 14 vehicles is Zibo Mining Group Co., Ltd., 1 vehicle is licensed to Shandong Energy Group Company Limited, and the remaining 4 vehicles are licensed to Shandong Energy Group Xibei Mining Co., Ltd. For vehicles with inconsistent ownership, Shandong Energy Group Xibei Mining Co., Ltd. has issued a statement on the property ownership confirming that these vehicles were transferred or allocated to the appraised entity for free by the units within the group. As of the Valuation Benchmark Date, the procedures for the change of license holders had not yet been completed. Shandong Energy Group Xibei Mining Co., Ltd. undertakes that the aforementioned vehicles are legally owned by the company, and there is no dispute on the ownership.

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The impact of the above matter on the appraised value is not considered in this valuation.

(2) Off-balance-sheet intangible assets

A total of 15 patents were included in the scope of the valuation, including 5 invention patents and 10 utility model patents, all of which are off-balance-sheet assets and have obtained patent certificates as of the Valuation Benchmark Date. Among them, 3 invention patents and 8 utility model patents are jointly owned by Shandong Energy Group Xibei Mining Co., Ltd. and other parties, and the remaining 2 invention patents and 2 utility model patents are solely owned by Shandong Energy Group Xibei Mining Co., Ltd. For the above intangible assets, Shandong Energy Group Xibei Mining Co., Ltd. has issued a statement undertaking that the aforementioned patents are either solely owned by the company or jointly owned with others, with no existing or potential disputes on the ownership. For intangible assets with co-owned property rights, all parties are entitled to utilize them in their respective production and operation, with corresponding benefits and costs to be respectively enjoyed and borne by each party.

The off-balance-sheet intangible assets is assessed in this valuation, and the value of the patent rights attributable to the appraised entity is based on an even sharing of the joint ownership patents among each patent holder.

Subsidiary – Shaanxi Zhengtong Coal Industry Co., Ltd.

(1) Property certificates status

A total of 92 buildings were included in the scope of the valuation, with a total floor area of 210,153.84 square meters. Among them, 62 buildings have real estate title certificates, with a total floor area of 191,383.51 square meters, and the remaining buildings have no property ownership certificates or real estate title certificates, with a total floor area of 18,770.33 square meters. The appraised entity has issued a letter of undertaking on the property ownership to undertake that the above buildings with no property certificates belong to it and there is no dispute on the ownership.

The floor area of the aforementioned buildings with no property certificates was primarily determined based on the on-site measurements declared by the appraised entity and combined with the on-site inspection by the valuers.

The impact of the above matter on the appraised value is not considered in this valuation.

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(2) Off-balance-sheet intangible assets

As of the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation comprise software copyrights and patents. The specific situation is as follows:

A total of 20 software copyrights were included in the scope of the valuation, all of which are off-balance-sheet assets and have obtained the computer software copyright registration certificate as of the Valuation Benchmark Date. Among them, 3 software copyrights are jointly owned by Shaanxi Zhengtong Coal Industry Co., Ltd. and other parties, and the remaining 17 software copyrights are solely owned by Shaanxi Zhengtong Coal Industry Co., Ltd.

A total of 176 patents were included in the scope of the valuation, including 28 invention patents and 148 utility model patents, all of which are off-balance-sheet assets and have obtained patent certificates as of the Valuation Benchmark Date. Among them, 19 invention patents and 9 utility model patents are jointly owned by Shaanxi Zhengtong Coal Industry Co., Ltd. and other parties, and the remaining 148 patents are solely owned by Shaanxi Zhengtong Coal Industry Co., Ltd.

For the above intangible assets, Shaanxi Zhengtong Coal Industry Co., Ltd. has issued a statement undertaking that the aforementioned patents are either solely owned by the company or jointly owned with others, with no existing or potential disputes on the ownership. For intangible assets with co-owned property rights, all parties are entitled to utilize them in their respective production and operation, with corresponding benefits and costs to be respectively enjoyed and borne by each party.

The off-balance-sheet intangible assets is assessed in this valuation, and the value of the software copyrights and patent rights attributable to the appraised entity is based on an even sharing of the joint ownership software copyrights and patents among each holder.

(3) Fixed assets pending retirement

As of the Valuation Benchmark Date, 113 machinery and equipment included in the scope of the valuation were pending retirement, with an original book value of RMB23,255,674.96 and a net book value of RMB96,682.24. 69 electronic equipment included in the scope of the valuation were pending retirement, with an original book value of RMB5,391,238.14 and a net book value of RMB2,293.65. In this valuation, the equipment pending retirement is assessed at their net realizable value.

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(4) Fixed assets left idle

As of the Valuation Benchmark Date, 4 machinery and equipment included in the scope of the valuation were left idle, with an original book value of RMB87,142,849.67 and a net book value of RMB9,598,556.02. In this valuation, the idle equipment is normally assessed.

(5) On 21 January 2025, the legal representative of Shaanxi Zhengtong Coal Industry Co., Ltd. was changed to Zhang Jinkui. This valuation has not considered the impact of such matter on the valuation conclusion.

Subsidiary – Gansu Lingtai Shaozhai Coal Industry Co., Ltd.

(1) Property certificates status

A total of 52 buildings were included in the scope of the valuation, with a total floor area of 92,751.66 m². Among them, 29 buildings have real estate title certificates, with a total floor area of 84,964.47 m², and the certificate holder is Gansu Lingtai Shaozhai Coal Industry Co., Ltd., and the remaining 23 buildings have no property ownership certificates, with a total floor area of 7,787.19 m² declared by the enterprise. The valuers have collected relevant valuation documentation including construction contracts, completion settlement reports and accounting vouchers, and Gansu Lingtai Shaozhai Coal Industry Co., Ltd. has issued a statement undertaking that the above buildings with no property certificates belong to it and there is no dispute on the ownership. In case of a dispute on the ownership, Gansu Lingtai Shaozhai Coal Industry Co., Ltd. shall bear all legal liability.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Vehicles licensing status

A total of 14 vehicles were included in the scope of the valuation, 5 of which possess valid vehicle licenses and the license holder is Gansu Lingtai Shaozhai Coal Industry Co., Ltd., and the remaining 9 vehicles primarily consist of garbage trucks, street sweepers and dump trucks used within the plant. As these vehicles are not required to operate on public roads, they are not registered with vehicle licenses. Therefore, the valuers have collected relevant documentation including purchase

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contracts, invoices and accounting vouchers. Upon verification, it was confirmed that all vehicles included in the scope of this valuation are owned by the appraised entity and there is no dispute on the ownership.

The impact of the above matter on the appraised value is not considered in this valuation.

(3) Off-balance-sheet intangible assets

As of the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation comprise patents and software copyrights. The specific situation is as follows:

A total of 36 patents were included in the scope of the valuation, all of which have obtained the patent certificates. Among them, the certificate holder of 34 patents is Gansu Lingtai Shaozhai Coal Industry Co., Ltd. or Huaneng Lingtai Shaozhai Coal Industry Co., Ltd. (the previous name of the appraised entity), and the certificate holders of 2 patents are Huaneng Lingtai Shaozhai Coal Industry Co., Ltd. (the previous name of the appraised entity) and CCTEG Shenyang Research Institute Co., Ltd.

For the above patents with co-owned property rights, Gansu Lingtai Shaozhai Coal Industry Co., Ltd. has issued a statement undertaking that there is no dispute on the ownership of the above intangible assets with co-owned property rights, and all parties are entitled to utilize them in their respective production and operation, with corresponding benefits and costs to be respectively enjoyed and borne by each party.

A total of 8 software copyrights were included in the scope of the valuation, all of which have obtained the software copyrights registration certificates and all the copyright holders are Huaneng Lingtai Shaozhai Coal Industry Co., Ltd. (the previous name of the appraised entity).

(4) Fixed assets left idle, pending retirement or in other abnormal conditions

As of the Valuation Benchmark Date, 2 idle buildings were included in the scope of the valuation, with an original book value of RMB847,832.34 and a net book value of RMB724,190.13.

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As of the Valuation Benchmark Date, the machinery and equipment included in the scope of the valuation consist of 716 standby items with an original book value of RMB360,953,774.89 and a net book value of RMB245,141,505.57, and 14 idle items with an original book value of RMB3,742,693.80 and a net book value of RMB1,911,102.67.

As of the Valuation Benchmark Date, 45 standby electronic equipment were included in the scope of the valuation, with an original book value of RMB716,634.14 and a net book value of RMB259,825.41.

As of the Valuation Benchmark Date, 3 other intangible assets – purchased software included in the scope of the valuation were out of service, with an original book value of RMB26,167.92 and a net book value of RMB0.00.

Idle and standby fixed assets are normally assessed in this valuation. For software out of service, it's assessed a zero value in this valuation due to its lack of recoverable value.

Subsidiary – Pingliang Wuju Coal Industry Co., Ltd.

(1) Property certificates status

A total of 48 buildings were included in the scope of the valuation, with a total floor area of 117,889.83 m², all of which have no property ownership certificates. The valuers have collected relevant valuation documentation including construction contracts, completion settlement reports and accounting vouchers, and Pingliang Wuju Coal Industry Co., Ltd. has issued a statement undertaking that the above buildings with no property certificates belong to it and there is no dispute on the ownership. In case of a dispute on the ownership, Pingliang Wuju Coal Industry Co., Ltd. shall bear all legal liability.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Vehicles licensing status

A total of 7 vehicles were included in the scope of the valuation, 4 of which possess valid vehicle licenses and the license holder is Pingliang Wuju Coal Industry Co., Ltd. The remaining 3 vehicles primarily consist of a transport truck, a sprinkler truck, and a cleaning/sweeping truck used within the plant. As these vehicles are not required to

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operate on public roads, they are not registered with vehicle licenses. Therefore, the valuers have collected relevant documentation including purchase contracts, invoices and accounting vouchers. Upon verification, it was confirmed that all vehicles included in the scope of this valuation are owned by the appraised entity and there is no dispute on the ownership.

The impact of the above matter on the appraised value is not considered in this valuation.

(3) Off-balance-sheet intangible assets

As of the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation were 2 utility model patent, which have obtained the patent certificates and the certificate holder is Pingliang Wuju Coal Industry Co., Ltd. The off-balance-sheet intangible assets is assessed in this valuation.

(4) Mortgage of mining rights

On 11 December 2022, the appraised entity entered into a China Development Bank Renminbi Loan Agreement with Gansu Branch of China Development Bank. Wuju Coal Industry applied for a loan of RMB1.8 billion from Gansu Branch of China Development Bank to fund the construction of Wuju Coal Mine project in Huating Mining Area, Gansu Province. The loan term is from 24 November 2022 to 23 November 2041. The appraised entity pledged the mining rights of Wuju Coal Mine held by it as a mortgage guarantee for the loan.

The impact of the above matter on the appraised value is not considered in this valuation.

Subsidiary – Pingmei Chang’an Energy Development Co., Ltd.

(1) As of the Valuation Benchmark Date, among the electronic equipment included in the scope of this valuation, there was one fixed asset for disposal, which was 20 electronic equipment pending retirement, with an original book value of RMB92,360.00 and a net book value of RMB4,618.00. In this valuation, it’s assessed at their net realizable value. As of the Valuation Benchmark Date, three idle electronic equipment were included in the scope of this valuation, with an original book value of RMB16,897.00 and a net book value of RMB0.00. In this valuation, the idle equipment is normally assessed.

(2) The mine rescue building under construction was initiated by the appraised entity at the end of 2013. After the main structure was completed, construction did not resume. As of the Valuation Benchmark

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Date, the project completion rate was 70% and remained suspended. This valuation has considered the impact of the suspension period on the asset's value.

Subsidiary – Shaanxi Changwu Tingnan Coal Industry Co., Ltd.

(1) Property certificates status

A total of 81 buildings were included in the scope of the valuation, with a total floor area of 125,386.31 square meters. Among them, 22 buildings have real estate title certificates, with a total floor area of 79,603.39 square meters, and the remaining buildings have no property ownership certificates or real estate title certificates, with a total floor area of 45,782.92 square meters (For details, please refer to the detailed asset valuation list). The appraised entity has issued a letter of undertaking on the property ownership to undertake that the above buildings with no property certificates belong to it and there is no dispute on the ownership.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Off-balance-sheet intangible assets

As of the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation comprise trademarks, software copyrights and patents. The specific situation is as follows:

One trademark was included in the scope of the valuation, which was off-balance-sheet asset and has obtained the trademark registration certificate as of the Valuation Benchmark Date, and the certificate holder is Shaanxi Changwu Tingnan Coal Industry Co., Ltd.

A total of 17 software copyrights were included in the scope of the valuation, all of which are off-balance-sheet assets and have obtained the computer software copyrights registration certificates as of the Valuation Benchmark Date. Among them, 6 software copyrights are solely owned by Shaanxi Changwu Tingnan Coal Industry Co., Ltd. and the remaining 11 software copyrights are jointly owned by Shaanxi Changwu Tingnan Coal Industry Co., Ltd. and other parties.

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A total of 86 patents were included in the scope of the valuation, including 10 invention patents and 76 utility model patents, all of which are off-balance-sheet assets and have obtained the patent certificates as of the Valuation Benchmark Date. Among them, the certificate holders of 4 invention patents and 61 utility model patents are Shaanxi Changwu Tingnan Coal Industry Co., Ltd., and the remaining 6 invention patents and 15 utility model patents are jointly owned by Shaanxi Changwu Tingnan Coal Industry Co., Ltd. and other parties.

For the above intangible assets, Shaanxi Changwu Tingnan Coal Industry Co., Ltd. has issued a statement undertaking that the aforementioned patents are either solely owned by the company or jointly owned with others, with no existing or potential disputes on the ownership. For intangible assets with co-owned property rights, all parties are entitled to utilize them in their respective production and operation, with corresponding benefits and costs to be respectively enjoyed and borne by each party.

(3) Fixed assets left idle

As of the Valuation Benchmark Date, 37 idle machinery and equipment were included in the scope of the valuation, with an original book value of RMB6,148,485.17 and a net book value of RMB197,604.80. In this valuation, the idle equipment is normally assessed.

Subsidiary – Inner Mongolia Shuangxin Mining Co., Ltd.

(1) Property certificates status

A total of 42 buildings were included in the scope of the valuation, with a total floor area of 57,160.57 m². Among them, 28 buildings have real estate title certificates, and the certificate holder is Inner Mongolia Shuangxin Mining Co., Ltd., with a total floor area of 54,231.65 m², and the remaining 14 buildings have no real estate title certificates, with a total floor area of 2,928.92 m². The valuers have collected relevant valuation documentation including construction contracts, completion settlement reports, high-value invoices and accounting vouchers, and Inner Mongolia Shuangxin Mining Co., Ltd. has issued a statement undertaking that the above buildings with no property certificates belong to it and there is no dispute on the ownership. In case of a dispute on the ownership, Inner Mongolia Shuangxin Mining Co., Ltd. shall bear all legal liability.

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The impact of the above matter on the appraised value is not considered in this valuation.

(2) Vehicles licensing status

A total of 19 vehicles were included in the scope of the valuation, 9 of which possess valid vehicle licenses and the license holder is Inner Mongolia Shuangxin Mining Co., Ltd. The remaining 10 vehicles primarily consist of concrete mixer trucks, sprinkler trucks and vacuum sweeper trucks used within the plant. As these vehicles are not required to operate on public roads, they are not registered with vehicle licenses. Therefore, the valuers have collected relevant documentation including purchase contracts, invoices and accounting vouchers. Upon verification, it was confirmed that all vehicles included in the scope of the valuation are owned by the appraised entity and there is no dispute on the ownership.

The impact of the above matter on the appraised value is not considered in this valuation.

(3) Off-balance-sheet assets

As of the Valuation Benchmark Date, the off-balance-sheet assets included in the scope of this valuation comprise shaft works directly included in production costs, as well as intangible assets of intellectual property rights including patents, trademarks and software copyrights. The specific situation is as follows:

① There were a total of 17 shaft works directly included in production costs, including mining areas pipeline roadways, mining areas main haulage roadways, mining areas main rubber-tired transportation roadways, mining areas main air return roadways, etc. For details, please refer to the detailed asset valuation list under the asset-based approach.

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② As of the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation comprise patents, trademarks and software copyrights.

A total of 60 patents were included in the scope of the valuation, all of which have obtained the patent certificates, and the certificate holders are Inner Mongolia Shuangxin Mining Co., Ltd.

One trademark was included in the scope of the valuation, which has obtained the trademark registration certificate, and the certificate holder is Inner Mongolia Shuangxin Mining Co., Ltd.

A total of 9 software copyrights were included in the scope of the valuation, all of which have obtained the software copyrights registration certificates. Among them, 3 software copyrights are independently developed and registered by Inner Mongolia Shuangxin Mining Co., Ltd. and the remaining 6 software copyrights are jointly developed and registered by the appraised entity and other natural persons.

For the above software copyrights with co-owned property rights, the appraised entity and all co-owners have jointly issued a statement and the co-owners of natural persons have declared that the corresponding software copyrights are authorized to be used and maintained by Inner Mongolia Shuangxin Mining Co., Ltd., with all income generated belonging solely to Inner Mongolia Shuangxin Mining Co., Ltd. and having nothing to do with other property owners, and undertaken that there is no dispute on the property rights of these co-owned software copyrights.

The off-balance-sheet assets is assessed in this valuation.

(4) Fixed assets pending retirement

As of the Valuation Benchmark Date, one gate structure included in the scope of rhw valuation has been demolished and was assessed as zero in the valuation. 352 machinery and equipment included in the scope of the valuation were pending retirement, with an original book value of RMB56,634,345.46 and a net book value of RMB0.00. 25 electronic equipment included in the scope of the valuation were pending retirement, with an original book value of RMB656,212.71 and a net book value of RMB0.00. In this valuation, the equipment pending retirement is assessed at their net realizable value.

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Subsidiary – Shaanxi Boxuan Technology Co., Ltd.

(1) Property certificates status

A total of 2 buildings included in the scope of the valuation had no property ownership certificates, with a total floor area of 4,613.38 square meters which was declared by the property holding entity and verified by the valuers. The property holding entity has issued a statement undertaking that the above buildings with no property certificates belong to it and there is no dispute on the ownership

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Vehicles licensing status

A total of 11 vehicles were included in the scope of the valuation, all of which possess valid vehicle licenses as of the Valuation Benchmark Date and the license holder is Shaanxi Boxuan Technology Co., Ltd. and Ordos Branch of Shandong Boxuan Mineral Resources Technology Development Co., Ltd. (predecessor of Ordos Branch of Shaanxi Boxuan Technology Co., Ltd.).

The impact of the above matter on the appraised value is not considered in this valuation.

(3) Off-balance-sheet intangible assets

A total of 7 software copyrights were included in the scope of the valuation, all of which are off-balance-sheet assets and have obtained the computer software copyrights registration certificates as of the Valuation Benchmark Date. Among them, the certificate holders of 2 software copyrights are Shandong Boxuan Mineral Resources Technology Development Co., Ltd. (predecessor of Shaanxi Boxuan Technology Co., Ltd.) and the remaining 5 software copyrights are

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jointly owned by Shandong Boxuan Mineral Resources Technology Development Co., Ltd. (predecessor of Shaanxi Boxuan Technology Co., Ltd.) and other parties.

A total of 37 patents were included in the scope of the valuation, including 5 invention patents, 31 utility model patents and 1 design patent, all of which are off-balance-sheet assets and have obtained the patent certificates as of the Valuation Benchmark Date. Among them, the certificate holders of 5 invention patents, 29 utility model patents and 1 design patent are Shaanxi Boxuan Technology Co., Ltd. or Shandong Boxuan Mineral Resources Technology Development Co., Ltd. (predecessor of Shaanxi Boxuan Technology Co., Ltd.), and the remaining 2 utility model patents are jointly owned by Shaanxi Boxuan Technology Co., Ltd. and other parties.

For the above intangible assets, Shaanxi Boxuan Technology Co., Ltd. has issued a statement undertaking that the aforementioned patents are either solely owned by the company or jointly owned with others, with no existing or potential disputes on the ownership. For intangible assets with co-owned property rights, all parties are entitled to utilize them in their respective production and operation, with corresponding benefits and costs to be respectively enjoyed and borne by each party.

(4) Transfer of fixed assets after the Valuation Benchmark Date

In January 2025, Shandong Branch of Shaanxi Boxuan Technology Co., Ltd. signed a Sales Contract with Geting Coal Mine of Zibo Mining Group Co., Ltd., to transfer the housing buildings to Geting Coal Mine of Zibo Mining Group Co., Ltd. at a transfer price (excluding tax) of RMB5,225,661.30. The appraised value is recognized based on the transfer price in this valuation.

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Subsidiary – Shandong Kanggge Energy Technology Co., Ltd. (山東康格能源科技有限公司)

(1) As of the Valuation Benchmark Date, according to the document “Zibo Mining Group Company Dai Zi [2021] No. 97 (《淄疆集團公司岱字[2021]97號》)”, of the buildings included in the scope of the valuation, 14 buildings were transferred from Daizhuang Coal Mine of Zibo Mining Group Co., Ltd. to Shandong Kanggge Energy Technology Co., Ltd. These buildings did not have property certificates when they were constructed under Daizhuang Coal Mine of Zibo Mining Group Co., Ltd. Since Daizhuang Coal Mine has ceased mining operations, and after the transfer to Shandong Kanggge Energy Technology Co., Ltd., the company also did not complete registration procedure for the property rights of these buildings. The appraised entity provided asset transfer agreements and other ownership proof documents, confirming that the above-mentioned buildings which have not been granted the property ownership certificates are indeed owned by the appraised entity, and committed to assuming corresponding legal liabilities if any property rights issues arise. The floor area of the above-mentioned buildings was mainly determined based on the measurement results and other materials provided by the appraised entity, taking into account the on-site investigation by the appraisers.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) As of the Valuation Benchmark Date, according to the document “Zibo Mining Group Company Dai Zi [2021] No. 97”, 14 buildings, 18 structures, and 448 machines and equipment included in the scope of the valuation were transferred from Daizhuang Coal Mine of Zibo Mining Group Co., Ltd. to Shandong Kanggge Energy Technology Co., Ltd. Since Daizhuang Coal Mine has ceased mining operations, and the corresponding land use rights were not transferred to Shandong Kanggge Energy Technology Co., Ltd., these assets remain on the land of Daizhuang Coal Mine of Zibo Mining Group Co., Ltd. Although Shandong Kanggge Energy Technology Co., Ltd. uses the land free of charge, no valid contract or agreement has been entered into between the both parties.

The impact of the land ownership defect on the appraised value of the above-mentioned buildings and structures is not considered in this valuation.

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(3) As of the Valuation Benchmark Date, of the assets held for sale included in the scope of this valuation, five assets had unverifiable specifications or unavailable original commissioning date, the particulars of which are detailed in the valuation breakdown table. For those with unverifiable specifications or unavailable original commissioning date, they were carried at book value.

(4) As of the Valuation Benchmark Date, of the buildings included in the scope of this valuation, 13 were in an idle status; of the structures, 3 have been demolished, 13 were in an idle status, and 1 was pending retirement; 226 machines and equipment have ceased operation and were all in an idle status, the particulars of which are detailed in the asset-based valuation breakdown table. In this valuation, the assets that have been demolished are valued at zero, the assets pending retirement are valued at their net realizable value, and the idle assets are valued under normal procedures.

(5) As of the Valuation Benchmark Date, of the intangible assets included in the scope of this valuation, 1 software was no longer in service and was valued at zero, the particulars of which are detailed in the valuation breakdown table.

Subsidiary – Zibo Aike Industrial and Mining Machinery Co., Ltd. (淄博菱科工礦機械有限公司)

(1) As of the Valuation Benchmark Date, there were 25 buildings included in the scope of this valuation, all of which have not granted property ownership certificates, with a total floor area of 25,062.72 m². The appraised entity provided construction contracts, completion settlement, and other ownership proof documents, confirming that the above-mentioned buildings which have not been granted the property ownership certificates are indeed owned by the appraised entity, and committed to assuming corresponding legal liabilities if any property rights issues arise. The floor area of the above-mentioned buildings was mainly determined based on the surveying results, drawings, construction contracts, and budget and final statements provided by the appraised entity, taking into account the on-site investigation by the appraisers. The impact of the above matters on the appraised value is not considered in this valuation.

(2) As at the Valuation Benchmark Date, of the assets included in the scope of the valuation, 1 structure was in inventory losses, and 7 machines and equipment were pending retirement, the particulars of which are detailed in the valuation breakdown table. In this valuation, the assets in shortage are valued at zero, and the assets pending retirement are valued at their net realizable value.

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Subsidiary – Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd. (陕西萬華煤礦裝備製造有限公司)

(1) Property certificates status

There are 5 buildings with a total floor area of 20,604.50 m² included in the scope of this valuation, all of which have not been granted property ownership certificates or real estate certificates. The appraised entity has issued a commitment of ownership, confirming that the above-mentioned buildings which have not been granted the property ownership certificates are owned by the appraised entity and there are no ownership disputes.

The floor area of the above-mentioned buildings which have not been granted the property ownership certificates was mainly determined based on the on-site measurement declared by the appraised entity, taking into account the on-site investigation by the appraisers.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Off-balance-sheet intangible assets

As at the Valuation Benchmark Date, there were 8 off-balance-sheet intangible assets (all of which were patents) included in the scope of this valuation, mainly utility model patents, all of which were off-balance-sheet assets. As at the Valuation Benchmark Date, all have been granted patent certificates, and the registered owners are all Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd.

In this valuation, the off-balance-sheet intangible assets were appraised.

(3) Fixed assets pending retirement

As at the Valuation Benchmark Date, there were 6 machines and equipment pending retirement included in the scope of this valuation, with an original book value of RMB1,768,763.32, and a net book value of RMB1,006,941.91. Provision for bad debt of RMB987,741.91 was made. In this valuation, they are valued at their net realizable value.

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Subsidiary – Shaanxi Yongming Coal Mine Co., Ltd. (陕西永明煤礦有限公司)

(1) Property certificates status

There are 30 buildings with a total floor area of $16,881.13\,\mathrm{m}^2$ included in the scope of this valuation, among which 4 have been granted real estate certificates, with a floor area of $5,119.07\,\mathrm{m}^2$. The remaining buildings have not granted property ownership certificates or real estate certificates, with a floor area of $11,761.06\,\mathrm{m}^2$ (see the valuation breakdown table for details). The appraised entity has issued a commitment of ownership, confirming that the above-mentioned buildings which have not been granted the property ownership certificates are owned by the appraised entity and there are no ownership disputes.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Vehicles licensing status

There are 9 vehicles included in the scope of this valuation, among which 5 have been granted the vehicle registration certificates, with the registered owner being Shaanxi Yongming Coal Mine Co., Ltd. The remaining 4 vehicles, including sprinkler trucks, dump tricycles, sweeper trucks, and forklifts, which do not need to travel on public roads, are unlicensed vehicles and do not require vehicle registration certificates.

The impact of the above matter on the appraised value is not considered in this valuation.

(3) Off-balance-sheet intangible assets

As at the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation comprise of software copyrights and patents, the particulars of which are as follows:

There are 10 software copyrights included in the scope of this valuation, all of which are off-balance-sheet assets. As at the Valuation Benchmark Date, all have been granted computer software copyright registration certificates, and the registered owners are all Shaanxi Yongming Coal Mine Co., Ltd.

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There are 36 patents included in the scope of this valuation, including 8 invention patents and 28 utility model patents, all of which are off-balance-sheet assets. As at the Valuation Benchmark Date, all have been granted patent certificates. Among which, the registered owners of 7 invention patents and 27 utility model patents are Shaanxi Yongming Coal Mine Co., Ltd., while the remaining 1 invention patent and 1 utility model patent are co-owned by Shaanxi Yongming Coal Mine Co., Ltd. and others. Regarding the above-mentioned intangible assets, Shaanxi Yongming Coal Mine Co., Ltd. has issued a statement, under which it committed that the above-mentioned patents are owned by it or co-owned with others, and there are no ownership disputes or potential disputes. For the co-owned intangible assets, each party has the right to apply them to their own production and operation, and the resulting benefits and costs are enjoyed and borne by each party.

In this valuation, the off-balance-sheet intangible assets are appraised, and for the co-owned patent rights, the value attributable to the appraised entity was allocated equally based on the number of registered owners recorded on the patent certificates.

(4) Litigations

As of the date of this valuation report, Yongming Coal Mine had 1 pending litigation with an amount involved of more than RMB5 million, the particulars of which are as follows:

Key facts: On 31 May 2012, Luo Weihong (羅衛紅) entered into the Zichang County Yongming Coal Mine Asset Transfer and Investment Cooperation Contract with Linyi Mining Group (臨礦集團), pursuant to which Luo Weihong transferred RMB459 million of assets in Yongming Coal Mine to Linyi Mining Group, accounting for 51% of the total assets of the coal mine. Luo Weihong retained RMB441 million of assets, accounting for 49% of the total assets of the coal mine. On 25 March 2013, Shaanxi Yongming Coal Mine Co., Ltd. was incorporated by Luo Weihong and Linyi Mining Group, with a registered capital of RMB10 million. The shareholders contributed coal mine assets totaling RMB900 million to the company, and the total assets of the company were RMB910 million. In 2016, Luo Erxiao (羅二小), the brother of Luo Weihong, had a loan dispute with Zhang Yi, a person not involved in the case. Zhang Yi filed a lawsuit to the People's Court of Zichang City, Shaanxi Province against Luo Erxiao and Yongming Coal Mine as co-defendants. On 10 August 2017, the People's Court of Zichang City issued the Civil Judgment (2017) Shaan 0623 Min Chu No. 78, ruling that Luo Erxiao shall repay Zhang Yi the loan principal of RMB3 million plus interests accrued, and Yongming Coal Mine shall bear joint and several liability to the extent of Luo Weihong's 49% shareholding. On 10 July 2018, the People's Court of Zichang City transferred RMB8 million from the account of Yongming Coal Mine to repay Zhang Yi's

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loan. In 2019, Yongming Coal Mine successfully appealed, and the Shaanxi Provincial Higher People's Court ruled to remand for retrial. On 4 March 2022, the People's Court of Zichang City reversed the enforcement and returned the RMB8 million plus interests accrued to Yongming Coal Mine.

Litigation claims: Luo Weihong requested Yongming Coal Mine to return RMB8 million plus interest accrued of RMB612,809.72 (from 11 July 2018 to 5 March 2022); requested Yongming Coal Mine to pay interest on RMB8 million from 6 March 2022 to the date of the completion of actual payment, calculated at the loan prime rate published by the National Interbank Funding Center.

Yongming Coal Mine is of opinion that Luo Weihong's claims have no factual or legal basis and requested to dismiss Luo Weihong's litigation claims.

Main progress of the case: ① First-instance judgment: On 21 March 2023, the People's Court of Zichang City accepted the case; on 28 September 2023, the People's Court of Zichang City issued the Civil Judgment (2023) Shaan 0623 Min Chu No. 447, ruling that Yongming Coal Mine shall pay Luo Weihong RMB 4,220,276.76 plus interest accrued. ② Appeal and second-instance ruling: Both Luo Weihong and Yongming Coal Mine were dissatisfied with the first-instance judgment and appealed to the Intermediate People's Court of Yan'an City; on 7 May 2024, the Intermediate People's Court of Yan'an City issued the Civil Ruling (2023) Shaan 06 Min Zhong No. 3001, reversing the first-instance judgment and remanding the case to the People's Court of Zichang City for retrial. ③ Retrial first-instance judgment: On 23 September 2024 and 21 October 2024, the People's Court of Zichang City publicly heard the retrial first-instance case, and on 29 November 2024, the People's Court of Zichang City issued the Civil Judgment (2024) Shaan 0623 Min Chu No. 864, ruling that Yongming Coal Mine shall return RMB8 million plus interest accrued of RMB 612,809.72 (from 11 July 2018 to 5 March 2022) to Luo Weihong, and shall pay interest on RMB8 million from 6 March 2022 to the date of the completion of actual payment, calculated at the one-year loan prime rate. Currently, Yongming Coal Mine is dissatisfied with the retrial first-instance judgment and submitted an appeal on 14 December 2024, requesting the second-instance court to revoke the Civil Judgment (2024) Shaan 0623 Min Chu No. 864 issued by the People's Court of Zichang City, remand the case for retrial, or legally overturn the judgment and dismiss Luo Weihong's litigation claims, and requesting that the first and second-instance litigation fees be borne by Luo Weihong.

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For the above-mentioned litigation matters, the appraised entity recognized the estimated liability based on the retrial first-instance judgment. In this valuation, the estimated liability is valued at verified book value.

(5) Idle fixed assets

As at the Valuation Benchmark Date, there were 19 idle machines and equipment included in the scope of this valuation, with an original book value of RMB14,536,636.16 and a net book value of RMB613,113.59. In this valuation, the idle equipment are appraised under normal procedure.

(6) Equity pledge

Shaanxi Guojin Wealth Asset Management Co., Ltd. (陕西國金財富資產管理有限公司), a shareholder of the appraised entity, pledged its 49% equity interest in Yongming Coal Mine to Shaanxi Geological and Mineral Xunshun Industrial Co., Ltd. (陕西地礦巽順實業有限公司). The registration date of the equity pledge was 23 October 2023, with the registration number of 61262320230005. The pledge period was from 11 October 2023 to 11 October 2026, and the maximum amount of secured claims did not exceed RMB80 million.

The impact of the above-mentioned equity pledge matter on the appraisal conclusion is not considered in this valuation.

(7) On 4 March 2025, the legal representative of Shaanxi Yongming Coal Mine Co., Ltd. was changed to Li Nailu. The impact of the matter on the appraisal conclusion is not considered in this valuation.

Subsidiary – Shanxi Longkuang Energy Investment Development Co., Ltd. (山西龍礦能源投資開發有限公司)

Among other receivables of Shanxi Longkuang Energy Investment Development Co., Ltd. included in the scope of this valuation, there was receivables from Shanxi Xinzhou Yuanping Longkuang Pandao Coal Industry Co., Ltd. (山西忻州原平龍礦盤道煤業有限公司) of RMB206,540,000. As at the Valuation Benchmark Date, Pandao Coal Industry has ceased mining operations, was fulfilling its land reclamation obligations and was pending deregistration, and was in a status of insolvency. As communicated with the company regarding the expected repayment plan for the above-mentioned amount, Longkuang Investment will subsequently transfer its equity interest in Pandao Coal Industry to Zibo Mining Group free of charge. Zibo Mining Group, as the governing entity, will bear the costs of deregistration and liquidation of Pandao Coal Industry and repay the amount payable to Longkuang Investment. This will be executed through a tripartite offset agreement entered into between Pandao Coal Industry, Longkuang

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Investment, and Zibo Mining Group, where the receivables by Longkuang Investment from Pandao Coal Industry will be offset against the amount payable to Zibo Mining Group.

As of the date of this valuation report, the above-mentioned equity transfer has not been completed, and the offset agreement has not been signed. Pandao Coal Industry, Longkuang Investment, and Zibo Mining Group have jointly issued a statement. In this valuation, the receivable by Longkuang Investment from Pandao Coal Industry and the payable to Zibo Mining Group are recognized at their book value.

Subsidiary – Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. (山西朔州平魯區龍礦大哲煤業有限公司)

(1) As at the Valuation Benchmark Date, there were 58 buildings with a total floor area of 90,372.33 m² included in the scope of this valuation, all of which have not granted property ownership certificates. The appraised entity provided construction contracts, budget and final statements, and other ownership proof documents, confirming that the above-mentioned buildings which have not been granted the property ownership certificates are indeed owned by the appraised entity, and committed to assuming corresponding legal liabilities if any property rights issues arise. The floor area of the above-mentioned buildings was mainly determined based on the measurement results, drawings, construction contracts, and budget and final statements provided by the appraised entity, taking into account the on-site investigation by the appraisers.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) As of the Valuation Benchmark Date, of the building assets included in the scope of this valuation, 1 building was in an idle status. In this valuation, the idle building is appraised under normal procedure.

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Subsidiary – Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd. (山西忻州神達望田煤業有限公司)

(1) As of the Valuation Benchmark Date, there were 70 buildings with a total floor area of $38,137.84\,\mathrm{m}^2$ included in the scope of this valuation, all of which have not granted property ownership certificates. The appraised entity provided construction contracts, budget and final statements, and other ownership proof documents, confirming that the above-mentioned buildings which have not been granted the property ownership certificates are indeed owned by the appraised entity, and committed to assuming corresponding legal liabilities if any property rights issues arise. The floor area of the above-mentioned buildings was mainly determined based on the measurement results, drawings, construction contracts, and budget and final statements provided by the appraised entity, taking into account the on-site investigation by the appraisers.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) As at the Valuation Benchmark Date, there were 12 vehicles in use included in the scope of this valuation, among which 7 vehicles have not granted vehicle registration certificates, and 1 vehicle’s registered owner was not the appraised entity. The appraised entity provided purchase invoices, ownership affidavits, and other ownership proof documents, confirming that the above-mentioned vehicles are indeed owned by the appraised entity and there are no ownership disputes.

The impact of the above matter on the appraised value is not considered in this valuation.

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(3) Litigations

No.	Plaintiff	Defendant	Amount involved	Case number	Filing (acceptance) date	Case status (procedural status)	Case summary	Main progress of the case
1	Baode Yaxinfa Coal Washing Co., Ltd. (保泰裕新智慧煤有限公司)	Shanxi Xinehou Shendu Wangtian Coal Industry Co., Ltd. (山西松南牌造空出煤重有限公司)	RMB 4 million	(2023) Jin 0931 Zi No. 692	28 July 2023	First-instance stage	Key facts: In 2015, pursuant to the strategic collaboration needs of both parties, Baode Yaxinfa Coal Washing Co., Ltd. independently constructed a raw coal washing and processing plant on the main well industrial site of Wangtian Coal Industry, specifically providing raw coal washing and processing services for Wangtian Coal Industry. The construction of the washing plant commenced on 1 May 2015, and it was completed and put into operation in December 2015. In recent years, as local government environmental protection authorities have intensified enforcement efforts, coal mining enterprises have been required to construct enclosed coal storage sheds at their coal storage sites. In 2019, Wangtian Coal Industry and Baode Yaxinfa Coal Washing Co., Ltd. negotiated and reached an agreement whereby Baode Yaxinfa Coal Washing Co., Ltd. would be responsible for constructing an enclosed coal storage shed on the washing and refining coal storage site of Wangtian Coal Industry. They entered into the Enclosed Coal Storage Shed Construction Agreement on 29 August 2019, pursuant to which Baode Yaxinfa Coal Washing Co., Ltd. would fully fund, design, construct, and complete the project, with the final investment amount would be subject to the final settlement by a mutually recognized intermediary. It was also agreed that as compensation for the increased coal washing cost and financial expenses incurred by Baode Yaxinfa Coal Washing Co., Ltd. due to its full investment, Wangtian Coal Industry agreed to allow Baode Yaxinfa Coal Washing Co., Ltd. to recover 50% of the project investment within one year by increasing the coal washing unit price and increasing the coal washing fee. Litigation claims: 1. Order the defendant to pay the plaintiff RMB4 million in construction costs for the enclosed coal storage shed. 2. Order the defendant to bear the litigation fees, appraisal fee, and other related expenses in this case.	The court electronically served the indictment and mediation hearing summons on 27 July 2023. Wangtian Coal Industry refused to mediate the case. Subsequently, the judge served the formal court trial summons on 30 July 2023. The case was scheduled for trial on 14 August, pending judgment. The first-instance judgment is as follows: firstly, Shanxi Shendu Wangtian Coal Industry Co., Ltd., the defendant, shall pay Baode County Yaxinfa Coal Washing Co., Ltd., the plaintiff, RMB4,177,520 in the construction cost of the enclosed coal storage shed within 15 days after the judgment takes effect; secondly, Shanxi Shendu Wangtian Coal Industry Co., Ltd., the defendant, shall within 15 days after the judgment takes effect pay interest accrued from 12 January 2021 based on the construction cost of RMB4,177,520 at the one-year loan prime rate of 3.85% on January 2021 to Baode County Yaxinfa Coal Washing Co., Ltd., the plaintiff, until the construction cost of RMB4,177,520 is fully paid; thirdly, the other litigation claims of Baode County Yaxinfaxi Coal Washing Co., Ltd., the plaintiff, are dismissed. The second-instance judgment upheld the first-instance judgment. Currently, both parties are negotiating a resolution, and the company has not yet been recognized in its account in this regard.

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The assets or liabilities that may arise from the litigation matter are not considered in this valuation.

(4) As at the Valuation Benchmark Date, of the other intangible assets included in the scope of the valuation, 1 software had ceased to be used. The original book value was RMB30,000.00, and the net book value was RMB0.00. In this valuation, it is valued at zero.

(5) Among the fixed assets included in the scope of the valuation, 37 buildings, 15 structures, 1,271 machines and equipment, 22 vehicles, and 231 electronic devices were pending retirement. In this valuation, they are valued at their net realizable value; 1 electronic device and 10 tunneling projects were in an abnormal state due to the underground closure, and they are valued at zero in this valuation, the particulars of which are detailed in the valuation breakdown table.

(6) Regarding the historical annual suspension of production at Wangtian Coal Industry: Shanxi Xinzhou Shenda Energy Group Co., Ltd., a shareholder of Wangtian Coal Industry, bears the primary responsibility for the safety supervision of Wangtian Coal Industry. Due to the legal disputes among shareholders and unresolved disagreements over the management, operation, and fixed equity return of Wangtian Coal Industry, in May 2022, Shenda Group issued a Production Suspension (Work Stoppage) Notice (《停產(停工)通知書》) to Wangtian Coal Industry, ordering it to suspend all underground production activities. Therefore, Wangtian Coal Industry suspended its production from June 2022 to the end of October 2023. In October 2023, Shanxi Xinzhou Shenda Energy Group Co., Ltd. (Party A), Shandong Energy Group Xibei Mining Co., Ltd. (Party B), and Shanxi Longkuang Energy Investment Development Co., Ltd. (Party C) entered into an Internal Cooperative Operation Agreement (《內部合作經營協議》), pursuant to which Party A would receive fixed equity returns as agreed from the target company, and the management and operation would be jointly led by Party B and Party C. Party A would not participate in specific operation but would have the rights to information and supervision. Based on the actual sales volume of the coal mine and the use of reserves, starting from the actual resumption of production until 31 December 2026, Party A would receive fixed equity returns from the target company according to different coal price standards, and the related taxes and fees would be subject to national tax policies. The remaining distributable profits would be enjoyed by Party B and Party C. In this valuation, it assumes that the above-mentioned operation agreement will terminate on 31 December 2026 and will not be renewed. The equity value attributable to Shandong Energy Group Xibei Mining Co., Ltd. (holding 35% equity interests) and Shanxi Longkuang Energy Investment Development Co., Ltd. (holding 20% equity interests) is calculated based on the signed cooperative operation agreement.

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Subsidiary – Hangjinqi Juneng Energy Co., Ltd. (杭錦旗聚能能源有限公司)

(1) Issues regarding the confiscation of construction in progress

In 2013, the Youfanghao Mine project, owned by the appraised entity, commenced construction of its industrial site without obtaining the approval for the construction land. The Land and Resources Bureau of Dongsheng District, Ordos City, imposed administrative penalties on Juneng Energy in accordance with the relevant provisions of the Land Administration Law and the Regulations on the Implementation of the Land Administration Law.

On 21 July 2014, the Finance Bureau of Dongsheng District, Ordos City issued the Official Reply from the State-owned Assets Management Office of Dongsheng District, Ordos City on Agreeing to Include the Confiscated Assets of the Dongsheng District Land and Resources Bureau, Ordos City into State-owned Asset Management (Dong Cai Guo Han Zi [2014] No. 96) («鄂爾多斯市東勝區國有資產管理辦公室關於同意鄂爾多斯市東勝區國土資源局罰役物品納入國有資產管理的復函» (東財國函字[2014]96號)), which included the confiscated assets of Juneng Energy into state-owned asset management. The confiscated assets included the buildings (structures) erected on the illegally occupied land, such as a 110KV substation, staff canteen, apartment building, and rescue team training office hall, with a total floor area of 7,103 m² as specified in the List of Confiscated Illegal Gains and Assets.

Despite receiving the confiscation notice, Juneng Energy continued construction activities. As of the Valuation Benchmark Date, the scope and floor area of the buildings (structures) erected on the illegally occupied land were larger than those listed in the List of Confiscated Illegal Gains and Assets. As at the Valuation Benchmark Date, the above-mentioned confiscated assets were mainly accounted for in the construction in progress – civil engineering. In this valuation, the confiscated assets declared by the appraised entity are carried at the audited book value.

(2) Land usage status of Youfanghao Coal Mine

The land usage status of Youfanghao Coal Mine is as follows: As of 30 November 2024, Juneng Energy occupied a total of 3 parcels of land, with a total area of 371,475 m²; among which, 2 parcels have not been granted ownership certificates, the area of the access road was 49,508 m², the area of the coal transport line and parking lot was 69,452 m², and the total area of the unlicensed land was 118,960 m². Juneng Energy is in the process of the processing of completing the property

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rights certification procedures. Juneng Energy has not declared the land use rights for these uncertified parcels. Only the land use rights for the certified parcels are appraised in this valuation.

(3) Mortgage

In October 2018, Zibo Mining Group Co., Ltd. entered into the Coal Production Capacity Coal Production Capacity Replacement Quota Transfer Contract (the "Mater Contract") with Hangjinqi Juneng Energy Co., Ltd., transferring its owned 3.9527 million tons of production capacity replacement quota, at a consideration of RMB542,639,800. In March 2020, both parties entered into the Guarantee Contract, under which the appraised entity pledged part of its fixed assets to secure the payment of the aforementioned quota consideration and associated interest. The specific list of pledged assets is detailed in the asset-based valuation breakdown table – machine and equipment valuation breakdown table.

The impact of the above-mentioned mortgage matter on the appraisal results is not considered in this valuation.

(4) Equipment in inventory losses and pending retirement

As at the Valuation Benchmark Date, among the machines and equipment included in the scope of this valuation, 6 were pending retirement, with an original book value of RMB404,870.50 and a net book value of RMB4,523.94. Provision for impairment losses of RMB4,523.94 was made.

As at the Valuation Benchmark Date, among the vehicles included in the scope of this valuation, 1 vehicle was in inventory losses, with an original book value of RMB363,632.00 and a net book value of RMB0.00; 1 vehicle was pending retirement, with an original book value of RMB174,760.00 and a net book value of RMB0.00.

As at the Valuation Benchmark Date, among the electronic devices included in the scope of this valuation, 33 were pending retirement, with an original book value of RMB174,269.94, and a net book value of RMB520.19. Provision for impairment losses of RMB520.19 was made; 1 was idle, with an original book value of RMB5,900 and a net book value of RMB0.00.

In this valuation, the assets pending retirement are valued at their net realizable value, the assets in inventory losses are valued at zero, and the idle assets are valued under normal procedure.

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Subsidiary – Inner Mongolia Huangtaolegai Coal Co., Ltd. (內蒙古黃陶勒蓋煤炭有限責任公司)

(1) Property certificates status

There are 163 buildings with a total floor area of 238,202.01 m² included in the scope of this valuation. Among which, 97 buildings have been granted real estate certificates, with a total registered area of 187,789.79 m², and the registered owners are all Inner Mongolia Huangtaolegai Coal Co., Ltd.; the remaining 66 have not granted property ownership certificates, with a floor area declared of 50,412.22 m². The appraisers collected relevant construction contracts, completion settlement reports, and accounting vouchers and other appraisal materials. Meanwhile, Inner Mongolia Huangtaolegai Coal Co., Ltd. has issued a statement, under which it committed that the above-mentioned buildings which have not been granted the property ownership certificates are owned by it and there are no ownership disputes. If any ownership disputes occur, Inner Mongolia Huangtaolegai Coal Co., Ltd. will bear all legal liabilities.

The impact of the above matters on the appraised value is not considered in this valuation.

(2) Land use right certificate

There are 10 parcels of land use rights included in the scope of this valuation, with a total area of 1,831,191.34 m². Except for 1 parcel of railway land use rights temporarily occupying villagers’ forest land, the other 9 are granted lands. As at the Valuation Benchmark Date, 8 parcels of land use rights have been granted real estate certificates, with a total registered area of 1,477,290.07 m², and the registered owner is Inner Mongolia Huangtaolegai Coal Co., Ltd.; 1 parcel has entered into a land grant contract with full payment of the land premium completed, but has not yet been granted the real estate certificate, with an area of 33,379.27 m²; another 1 parcel of railway land use rights temporarily occupying villagers’ forest land is railway land. This parcel has not been granted land use approval or certificate due to unresolved issues regarding coal resource overlaps with other entities, where consensus on overlapped reserve quantities and compensation standards has not been reached. The appraised entity has entered into a temporary land use compensation contract with the land-owning village and has paid the compensation for temporary land use and attachments. The company declared an area of 320,522.00 m².

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In this regard, the appraised entity has issued a statement, under which it committed that the above-mentioned land use rights without certificates are owned by it and there are no ownership disputes. If any ownership disputes occur, Inner Mongolia Huangtaolegai Coal Co., Ltd. will bear all legal liabilities.

The impact of the above matter on the appraised value is not considered in this valuation.

(3) Vehicles licensing status

There are 29 vehicles included in the scope of this valuation, among which 19 vehicles have been granted vehicle registration certificates, with the registered owner being Inner Mongolia Huangtaolegai Coal Co., Ltd.; the remaining 10 vehicles are primarily fire trucks, sprinkler trucks, dump tricycles, sweeper trucks, etc., used within the factory area, which have not been granted vehicle registration certificates as they are not need to travel on public roads. In this regard, the appraisers collected relevant vehicle purchase contracts, invoices, accounting vouchers, and other documents. After verification, all vehicles included in the scope of this valuation are owned by the appraised entity, and there are no ownership disputes.

The impact of the above matter on the appraised value is not considered in this valuation.

(4) Off-balance-sheet assets

As at the Valuation Benchmark Date, the off-balance-sheet assets included in the scope of this valuation consisted of tunneling projects directly charged to production costs, as well as intellectual property intangible assets such as patents and trademarks, details of which are as follows:

① there were a total of 13 tunneling projects directly charged to production costs, including, among others, auxiliary transport tunnel, return air tunnel, main transport tunnel, the particulars of which are detailed in the asset-based valuation breakdown table.

② as at the Valuation Benchmark Date, the off-balance-sheet intangible assets included in the scope of this valuation consisted of patents and trademarks:

There are 63 patents, among which 55 patents have been granted certificates, including 49 patents independently owned by Inner Mongolia Huangtaolegai Coal Co., Ltd. and 6 patents co-owned by Inner Mongolia Huangtaolegai Coal Co., Ltd. and other

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entities; another 8 patents were acquired externally. The appraisers obtained corresponding patent license contracts, invoices, and accounting vouchers and other documents.

There was 1 trademark, which has been granted a trademark registration certificate, with the registrant being Inner Mongolia Huangtaolegai Coal Co., Ltd.

For the above-mentioned co-owned intellectual property intangible assets, Inner Mongolia Huangtaolegai Coal Co., Ltd. has issued a statement, under which it committed that the above-mentioned co-owned intellectual property assets have no ownership disputes, and all parties have the right to apply them to their own production and operations. The resulting gains and costs are enjoyed and borne by each party.

The off-balance-sheet assets are appraised in this valuation. For the co-owned patent rights, the value attributable to the appraised entity was allocated equally based on the number of registered owners recorded on the patent certificates.

(5) External equity investment

As at the Valuation Benchmark Date, the appraised entity have invested in two investees. Among which, its investment in Uxin Banner Hujierte Mine Rescue Service Co., Ltd. (《烏審旗呼吉爾特礦山救援服務有限責任公司》）("Hujierte Rescue Company") involved capital contributions of RMB1,678,300 in November 2013 and RMB472,700 in November 2016, totaling RMB2,151,000, representing an actual investment ratio of 7.20%.

In April 2022, the appraised entity sent a Letter on the Equity Transfer and Exit (《關於轉讓退出所持股份的函》) to Hujierte Rescue Company. As a state-owned enterprise, the appraised entity is required to obtain approval from its parent company for external investments. To actively respond to directives from the Banner Committee and the Banner Government, the appraised entity invested RMB2,151,000 in Hujierte Rescue Company in accordance with the unified arrangements and plans of the Banner Committee and the Banner Government without obtaining approval from its parent company (Zibo Mining Group Co., Ltd.). In March 2022, the parent company of Shandong Energy Group Co., Ltd. a shareholder of the company, initiated a special campaign to verify and clean up state-owned asset property rights. Since this investment was not approved, the appraised entity needs to complete the transfer and exit procedures for its investment in Hujierte Rescue Company. The appraised entity sent a letter to Hujierte Rescue Company, requesting to convene a shareholders' general meeting to discuss the equity transfer and exit of Inner Mongolia Huangtaolegai

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Coal Co., Ltd. As at the Valuation Benchmark Date, the shareholders’ general meeting of Hujierte Rescue Company has not yet not yet proposed a resolution.

In this valuation, the investments of the appraised entity in Uxin Banner Hujierte Mine Rescue Service Co., Ltd. are appraised as a normal equity investment. The impact of the proposed transfer and exit matters of the appraised entity on the appraisal results is not considered.

(6) Fixed Assets dismantling and pending retirement

There are 948 machines and equipment pending retirement included in the scope of this valuation, with an original book value of RMB90,871,155.11, and a net book value of RMB184,407.18. Provision for asset impairment of RMB184,407.18 was made.

There is 1 vehicle pending retirement included in the scope of this valuation, with an original book value of RMB124,876.11 and a net book value of RMB0.00.

There are 182 electronic devices pending retirement included in the scope of this valuation, with an original book value of RMB1,644,684.36 and a net book value of RMB10,142.03.

There are 6 purchased patents that are no longer in use included in the scope of this valuation, with an original book value of RMB9,112,000.00 and a net book value of RMB2,100,000.00; 1 franchise right included in the scope of this valuation is no longer in use, with an original book value of RMB1,800,000.00 and a net book value of RMB0.00; 2 purchased patents included in the scope of this valuation have expired, with an original book value of RMB103,883.50 and a net book value of RMB68,673.15.

In this valuation, the assets pending retirement are valued at their net realizable value, and the intangible assets that were no longer in use or have expired are valued at zero.

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Subsidiary – Gansu Huanneng Tianjun Energy Co., Ltd. (甘肅華能天竣能源有限公司)

(1) Property certificates status

There are 64 buildings included in the scope of this valuation, with a total floor area of 61,600.21 m². Among which, 6 buildings have been granted property ownership certificates, with a total floor area of 1,583.99 m², and the registered owner is Gansu Huanneng Tianjun Energy Co., Ltd. (甘肅華能天竣能源有限公司); the remaining 58 buildings have not been granted the building ownership certificates, and the company declared a floor area of 60,016.22 m². The appraisers collected relevant construction contracts, completion settlement reports, accounting vouchers, and other appraisal materials. Meanwhile, Gansu Huanneng Tianjun Energy Co., Ltd. has issued a statement, under which it committed that the above-mentioned buildings which have not been granted the property ownership certificates are owned by it and there are no ownership disputes. If any ownership disputes occur, Gansu Huanneng Tianjun Energy Co., Ltd. will bear all legal liabilities.

The buildings included the scope of the valuation occupied 2 parcels of land, one of which is allocated land, and have been granted the state-owned land use certificate, with the certificate number of “Huan Guo Yong (2011) No. 166”, and the land use right holder is Gansu Huanneng Tianjun Energy Co., Ltd.; the other parcel of land in Huancheng Town, Huan County has not been granted the land use certificate.

The impact of the above matter on the appraised value is not considered in this valuation.

(2) Land use right certificate

There are 2 parcels of land use rights included in the scope of this valuation, with a total land area of 185,389.07 m². Among which, the Liu Yuanshi Coal Mine parcel has been granted the land use right certificate, with the registered owner being Gansu Huanneng Tianjun Energy Co., Ltd., and a land area of 181,782.39 m²; the Huan County parcel’s original land use right certificate has been revoked due to historical legacy issues, with a land area of 3,606.68 m². Regarding the land ownership defect matters and the possibility of reapplying for the land use right certificate in the future, neither the appraised entity nor the local land and resources bureau has made a clear confirmation.

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The impact of the above matter on the appraised value is not considered in this valuation.

(3) Patent assets

There are 25 patents included in the scope of this valuation, among which 13 patents have been granted the patent certificates, 2 patents are in the stage of the payment of the annual registration fee, and 10 patents are in the stage of waiting for the substantive examination proposal. Among the patents included in the scope of this valuation, 17 patents were obtained through independent research and development by the appraised entity, 4 patents were obtained through the merger and absorption of Datang Longdong Energy Co., Ltd. (大唐隴東能源有限公司) (the registered owner is Datang Longdong Energy Co., Ltd., which has been terminated), and 4 patents were obtained through joint research and development with other entities.

For patent obtained through the merger and absorption of Datang Longdong Energy Co., Ltd., the appraisers obtained relevant group approval documents, merger and absorption agreements, shareholder resolutions, and business change registration documents. For co-owned patent, Gansu Huanneng Tianjun Energy Co., Ltd. has issued a statement, under which it committed that the above-mentioned co-owned intellectual property assets have no ownership disputes, and all parties have the right to apply them to their own production and operations. The resulting gains and costs are enjoyed and borne by each party.

In this valuation, for co-owned patents, the value attributable to the appraised entity was allocated equally based on the number of registered owners recorded on the patent certificates.

(4) Litigations

As of the date of this valuation report, Tianjun Energy involved two pending litigations with a case value of more than RMB5 million, the particular of which is as follows:

① Wang Zuohuai (王佐怀)'s lawsuit against Tianjun Energy regarding decoration and renovation contract dispute

Key facts: Guangsha Construction Group Co., Ltd. (the "Plaintiff") entered into the Project Construction Contract with Tianjun Energy (the "Defendant") in June 2010, to carry out the construction of the residential building No. 9 and supporting civil engineering at the administrative and living base in Huan County Shajingzi Mining Area of the Defendant. The Plaintiff was the actual construction party of the project.

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Litigation claims: ① Request to order the Defendant to pay the Plaintiff RMB5,530,256.80 for indoor decoration, RMB656,000 for elevator payment, RMB50,000 for fire penalty, and RMB23,599.10 for water supply facility engineering fee (totaling RMB6,259,855.90); ② request to order the Defendant to pay interest accrued on the above amounts at the loan benchmark rate published by the People’s Bank of China from 29 November 2011 to 11 September 2019, amounting to RMB2,800,525.20, and to pay interest on the above amounts at the loan prime rate published by the National Interbank Funding Center from 12 September 2019 until the actual payment date; ③ the litigation fee of this case shall be borne by the Defendant.

Main progress of the case: The case has gone through first-instance, second-instance, and retrial first-instance. On 25 July 2024, the retrial first-instance court made a judgment: Tianjun Energy shall pay Wang Zuohuai RMB3,829,164.74 for the decoration and renovation project compensation, return RMB50,000 of fire penalty paid by Wang Zuohuai, and return RMB20,000 of water supply facility engineering payment paid by Wang Zuohuai. On 12 August 2024, Tianjun Energy filed an appeal, and the second-instance court has not yet held a hearing.

As at the Valuation Benchmark Date, the appraised entity made provision of RMB 3,899,164.74 for the above-mentioned litigation matters. In this valuation, the appraised value is recognized based on the audited provision amount, without considering the impact of the future actual judgment of the above-mentioned case on the appraisal results.

② Shaanxi Zhongneng Coalfield Co., Ltd.’s lawsuit against Tianjun Company regarding entrustment contract dispute

Key facts: On 4 January 2020, Tianjun Energy (the “Defendant”) and Shaanxi Zhongneng Coalfield Co., Ltd. (“Shaanxi Zhongneng” or the “Plaintiff”) entered into the Master Entrustment Contract of Liu Yuanshi Coal Mine Safety Production (《劉園子煤礦安全生產整體托管合同》), under which Shaanxi Zhongneng was responsible for the safety production and operation and management of Liu Yuanshi Coal Mine, excluding coal sales. After the handover was completed, Shaanxi Zhongneng organized teams to successively carry out the operation of auxiliary production systems, maintenance of fully mechanized mining equipment, partial tunnel repairs, excavation of two entryways and cut-through of the 51502 working face, and excavation of two entryways of the 51507 working face. On 26 September 2020, the equipment installation of the 51502 working face was completed, and coal mining commenced. During the entrustment period, due to many problems

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in team building, safety management, production organization, etc., by Shaanxi Zhongneng, the mine suspended operations, rendering the contract unperformable.

Litigation claims: ① Order the defendant to refund RMB10 million of performance guarantee deposit to the Plaintiff; ② order the Defendant to pay the Plaintiff RMB 38,091,496.73 for the costs of the preliminary construction work (subject to the appraised construction work cost) and overdue payment interest totaling RMB4,329,468.94; ③ order the Defendant to pay the Plaintiff RMB3,911,914.31 for the entrustment fee and overdue payment interest, totaling RMB427,056.08; ④ order the Defendant to compensate the Plaintiff for the direct economic losses caused by the unilateral illegal termination of the contract in a tentative amount of RMB38,849,146.52; ⑤ the Plaintiff shall bear all the litigation costs in this case.

Main progress of the case: On 28 June 2024, Tianjun Energy received the civil ruling from the People's Court of Xicheng District, Beijing, which ruled to refer the case to the People's Court of Huan County, Qingyang City, Gansu Province for further action. As of the date of this report, the trial has not yet commenced.

As at the Valuation Benchmark Date, the appraised entity recorded receivables from Shaanxi Zhongneng of RMB2,342,342.94 for the electricity fees and other expenses advanced for the entrusted entity (provision for bad debts was fully made), and payables to Shaanxi Zhongneng of RMB796,990.00 for the equipment and material costs. The appraised entity has not recognized provisions for the litigation claims, and the impact of the litigation matter on the appraisal results is not considered in this valuation.

(5) Assets in an abnormal status

① Inventory

As at the Valuation Benchmark Date, among the raw materials included in the scope of this valuation, 23 items of greases and emulsions, including diesel engine lubricating oil and anti-wear hydraulic oil, have expired, with a book value of RMB948,838.17. They are valued at zero in this valuation.

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② Fixed assets

As at the Valuation Benchmark Date, among the buildings included in the scope of this valuation, 1 building and its ground attachments in Baicaowan have been partially demolished.

As at the Valuation Benchmark Date, among the vehicles included in the scope of this valuation, 3 were idle, with an original book value of RMB1,001,463.99 and a net book value of RMB 65,247.04; 1 was pending retirement, with an original book value of RMB97,408.50 and a net book value of RMB2,922.26.

In this valuation, the assets pending retirement are valued at their net realizable value, and the idle assets are appraised under normal procedures.

③ Construction in progress

The construction in progress included in the scope of this valuation comprises of civil engineering, including the Maojiachuan project, the Mafuchuan project, the technical upgrading project of Liuyuanzi Coal Mine (hazard mitigation, environmental upgrades, resumption of production), the Huan County power plant project, etc. Among which, the Maojiachuan project has not yet commenced; the Mafuchuan project has carried out site leveling and part of the slope protection engineering, and was currently in a long-term suspension; the technical upgrading project of Liuyuanzi Coal Mine (hazard mitigation, environmental upgrades, resumption of production) have been completed in February 2025; the Huan County power plant project has completely stopped construction and would not be continued. In this valuation, the construction in progress projects that have been terminated and deemed to have no practical value are valued at zero, and other projects are appraised under normal procedures.

④ Other intangible assets

As at the Valuation Benchmark Date, among the purchased software included in the scope of this valuation, 24 items were no longer functional, with a book value of RMB1,080,870.70, and are valued at zero in this valuation.

As at the Valuation Benchmark Date, among the patents included in the scope of this valuation, 4 had been terminated, obtained by the appraised entity through the merger and absorption of Datang Longdong Energy Co., Ltd., with an original book value of RMB 14,481.13 and a net book value of RMB3,016.91, and are valued at zero in this valuation.

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(8) Shanxi Longkuang Jinbei Coal Machinery Co., Ltd. (山西龍礦晉北煤機有限責任公司), a subsidiary of the appraised entity, completed the liquidation of debts and credits on 26 December 2024. The remaining assets of RMB71,077,945.66 was distributed to shareholders in proportion to their respective shareholding, and the industrial and commercial deregistration procedure was completed on 30 December 2024. The appraised entity recorded the remaining assets distribution payment from the liquidation and deregistration of Shanxi Longkuang Jinbei Coal Machinery Co., Ltd. under the other non-current assets. In this valuation, the appraised value is based on the verified book value.

(9) Shandong Dongchen Gongying Service Co., Ltd. (山東東辰共贏服務有限公司), a subsidiary of the appraised entity, completed the liquidation of debts and credits on 15 December 2024. The remaining assets of RMB1.1012 million was distributed to the shareholders in proportion to their respective shareholdings, and the industrial and commercial deregistration procedure was completed on 31 December 2024. The appraised entity recorded the remaining assets distribution payment from the liquidation and deregistration of Shandong Dongchen Gongying Service Co., Ltd. under the other current assets. In this valuation, the appraised value is based on the verified book value.

Users of the Asset Valuation Report are advised to pay attention to the impact of the above-mentioned special matters on the appraisal conclusions.

XII. RESTRICTIONS ON THE USE OF THE ASSET VALUATION REPORT

(i) Scope of Use of the Asset Appraisal Report

The users of the Asset Valuation Report are: the principal, and the user of the Asset Valuation Report as stipulated by national laws and administrative regulations.
The valuation conclusions revealed in the Asset Valuation Report is only valid for the particular economic behaviors corresponding to the project.
The validity period of the valuation conclusion of the Asset Valuation Report shall be one year starting from the Valuation Benchmark Date. The principal or other user of the Asset Valuation Report shall use the Asset Valuation Report within the validity period.
Without the written permission of the principal, the asset valuation institution and its asset valuation professionals shall not provide or disclose the content of the Asset Valuation Report to a third party, except as otherwise provided by laws and administrative regulations.
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Without the consent of the valuation institution, the content of the valuation report shall not be extracted, quoted or disclosed to the public media, except as provided by laws, administrative regulations and otherwise agreed by the relevant parties.

(ii) The asset valuation institution and its asset valuation professionals shall not be liable if the principal or other user of the Asset Valuation Report fails to use the Asset Valuation Report in accordance with the provisions of the laws and administrative regulations and the scope of use set out in the Asset Valuation Report.

(iii) Except for the principal, other user of the Asset Valuation Report as specified in the asset valuation engagement agreement, and the user of the Asset Valuation Report as stipulated by laws and administrative regulations, any other organization and individual shall not be a user of the Asset Valuation Report. The Asset Valuation Report contains annexes and the valuation breakdown table, all of which also constitute an important part of this report, and shall be only valid when read together with the body of this report.

(iv) For any use other than that for which it is used, such as being shown or accessed through other manners to the person who is not the user of the Asset Valuation Report, the asset valuation institution and the asset appraisers shall not be held liable to any responsibility or obligation, shall not provide further consultancy in connection with this report, nor do they provide testimony, appear in court or otherwise hearings in legal proceedings, and reserve the rights to pursue the losses incurred by the person who is not a user of the Asset Valuation Report.

(v) Users of the Asset Valuation Report should correctly interpret and use the valuation conclusion, which is not equivalent to the realizable value of the valuation target and should not be considered as a guarantee for the realizable value of the valuation target.

(vi) The Asset Valuation Report is a professional report on the value of the valuation target issued by the asset valuation institution and its asset valuation professionals under the particular purpose of valuation, on the Valuation Benchmark Date, after performing the necessary valuation procedures as entrusted in accordance with the requirements of laws, administrative regulations, and asset valuation standards. This report can only be used formally after being signed by the asset appraisers who are in charge of the valuation and stamped with the official seal of the valuation institution, and being filed with the state-owned assets supervision and administration institution or the enterprise to which the assets belong.

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XII. DATE OF THE ASSET VALUATION REPORT

The date of the Asset Valuation Report is 24 March 2025.

Asset appraiser: Wang Xinglei

Asset appraiser: Li Mingwei

Beijing Zhong Qihua Assets Valuation Co., Ltd
24 March 2025

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APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

I. ANALYSIS ON THE VALUATION OF XIBEI MINING

Details regarding the valuation approaches, valuation assumptions, and valuation conclusions for Xibei Mining are set out in the section headed “Appendix VI Asset Valuation Report” to this circular.

II. ANALYSIS ON VALUATION OF LONG-TERM EQUITY INVESTMENT

(I) Valuation Scope

The carrying amount of long-term equity investment at the Valuation Benchmark Date was RMB21,938,491,824.42, accounting for 9 wholly-owned subsidiaries, 9 holding subsidiaries and 1 invested subsidiary.

(II) Valuation Approaches and Pricing Approaches

For long-term equity investments other than Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd., an overall valuation was conducted, the value of total shareholders’ equity of the investee unit is evaluated at first, and then the value of part of the shareholders’ equity is calculated by multiplying it with the shareholding ratio.

For Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd., an overall valuation was conducted, and the value of its total shareholders’ equity is evaluated at first, and then the value of part of the shareholders’ equity attributable to Shandong Energy Group Xibei Mining Co., Ltd. (with a share of 35%) and Shanxi Longkuang Energy Investment and Development Co., Ltd. (with a share of 20%) were calculated based on the Internal Cooperative Operation Agreement signed among Shanxi Xinzhou Shenda Energy Group Co., Ltd., Shandong Energy Group Xibei Mining Co., Ltd. and Shanxi Longkuang Energy Investment and Development Co., Ltd.

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APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

A summary of whether each investee unit underwent a valuation as a whole, the valuation approach adopted, and the pricing approach selected for the final conclusion is set out as follows:

No.	Name of company	Valuation approach	Pricing approach	Basis of valuation approach	Basis of pricing approach
1	Zhengtong Coal Industry	Asset-based approach, income approach	Asset-based approach	The asset-based approach can be used as it can reasonably assess the value of the various assets and liabilities of the enterprise, both on and off-balance sheet; The income approach can be used as it provides a reasonable forecast of the future earnings that the business will be able to generate and discount.	The main asset is the mineral rights, which were valued using the discounted cash flow approach under the asset-based approach, duly considering the contribution of the mineral rights to the Company's future earnings. The valuation results derived from the asset-based approach can objectively reflect the market value of the appraised entity.
2	Shaozhai Coal Industry	Asset-based approach, income approach	Asset-based approach
3	Wuju Coal Industry	Asset-based approach, income approach	Asset-based approach
4	Tingnan Coal Industry	Asset-based approach, income approach	Asset-based approach
5	Shuangxin Mining	Asset-based approach, income approach	Asset-based approach
6	Yongming Coal Mine	Asset-based approach, income approach	Asset-based approach
7	Daheng Coal Industry	Asset-based approach, income approach	Asset-based approach
8	Wangtian Coal Industry	Asset-based approach, income approach	Asset-based approach
9	Huangtaolegai	Asset-based approach, income approach	Asset-based approach
10	Tianjun Energy	Asset-based approach, income approach	Asset-based approach
11	Boxuan Technology	Asset-based approach, income approach	Income approach
12	Kanggge Energy (Participating company)	Asset-based approach, income approach	Income approach
13	Mayicheng	Asset-based approach, income approach	Income approach
14	Aike Industrial and Mining	Asset-based approach, income approach	Asset-based approach

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

No.	Name of company	Valuation approach	Pricing approach	Basis of valuation approach	Basis of pricing approach
15	Wanhua Coal Mine	Asset-based approach	Asset-based approach	The asset-based approach can be used as it can reasonably assess the value of the various assets and liabilities of the enterprise, both on and off-balance sheet; The income approach is deemed inappropriate due to the proposed absorption merger in 2026, rendering future earnings unpredictable.	The appraised entity is in the stage of business integration, and the valuation results derived from the asset-based approach can objectively reflect the market value of the appraised entity.
16	Pingmei Chang’an	Asset-based approach	Asset-based approach	The asset-based approach can be used as it can reasonably assess the value of the various assets and liabilities of the enterprise, both on and off-balance sheet; The income approach is deemed inappropriate as the mine is still under construction and has not yet commenced production.	The main asset is the mineral rights, which were valued using the discounted cash flow approach under the asset-based approach, duly considering the contribution of the mineral rights to the Company’s future earnings. The valuation results derived from the asset-based approach can objectively reflect the market value of the appraised entity.
17	Juneng Energy	Asset-based approach	Asset-based approach

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No.	Name of company	Valuation approach	Pricing approach	Basis of valuation approach	Basis of pricing approach
18	Yingdong Mining	Asset-based approach	Asset-based approach	The asset-based approach can be used as it can reasonably assess the value of the various assets and liabilities of the enterprise, both on and off-balance sheet; The income approach is deemed inappropriate as the platform holding company generates no operating income.	The valuation results derived from the asset-based approach can objectively reflect the market value of the appraised entity.
19	Longkuang Investment	Asset-based approach	Asset-based approach

The valuation approach mainly refers to the ways and means to assess the estimated asset value. The valuation method for enterprise value valuation generally includes the asset-based approach, the income approach and the market approach. For the companies involved in each long-term investment, suitable valuation methods were selected for measurement based on the applicability of different valuation methods.

The pricing approach mainly refer to the valuation method corresponding to the valuation conclusions used for value pricing for the valuation conclusion of different valuation methods.

(III) Analysis on Valuation of Long-term Equity Investment

Zhengtong Coal Industry

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Shaanxi Zhengtong Coal Industry Co., Ltd. as at the Valuation Benchmark Date was RMB6,652.3456 million, with an appraised value of RMB7,507.6731 million, representing an appreciation of RMB855.3275 million and an appreciation rate of 12.86%; the book value of the total liabilities was RMB4,975.9896 million, with an appraised value of RMB4,940.9702 million, representing a depreciation of RMB35.0195 million and a depreciation rate 0.70%; the book value of the net assets was RMB1,676.3560 million, with an appraised value of RMB2,566.7029 million, representing an appreciation of RMB890.3469 million and an appreciation rate of 53.11%.

The key quantitative inputs for appreciation are fixed assets and intangible assets, among which the reason for the appreciation of fixed assets is: the difference between the economic useful life of the machinery and equipment of the appraised entity and the accounting depreciation period. The reasons for the

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

appreciation of the land use right evaluation are as follows: firstly, the market price of the land has increased since the acquisition of the land (for which the title certificate has been obtained); secondly, the book value of the land use right is the net value apportioned according to the land use term, while the appraised value is the market price. The reasons for the appreciation of the mineral right evaluation are as follows: firstly, the appraised entity takes the amount of transfer proceed obtained by auction as the original recorded cost, with early time of obtaining, and the book value of the mineral right as at the Valuation Benchmark Date is the amortized value of the original recorded cost, while the appraised value of the mineral rights is determined using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in appreciation of appraised value compared to the book value; secondly, the valuation result of the coal production capacity replacement quota adopting the market approach is higher than the book amortized cost, resulting in appreciation.

2. Shaozhai Coal Industry

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Gansu Lingtai Shaozhai Coal Industry Co., Ltd. as at the Valuation Benchmark Date was RMB3,174.1493 million, with an appraised value of RMB4,238.6379 million, representing an appreciation of RMB1,064.4886 million and an appreciation rate of 33.54%; the book value of the total liabilities was RMB2,817.2182 million, with an appraised value of RMB2,805.0823 million, representing a depreciation of RMB12.1359 million and a depreciation rate of 0.43%; the book value of the net assets was RMB356.9311 million, with an appraised value of RMB1,433.5556 million, representing an appreciation of RMB1,076.6245 million and an appreciation rate of 301.63%.

The key quantitative inputs for appreciation are fixed assets and intangible assets, among which the reasons for the appreciation of buildings are as follows: firstly, the increase in construction and installation engineering cost from the construction period to the Valuation Benchmark Date; secondly, the difference between the economic useful life and the accounting depreciation period. The reasons for the appreciation of the mineral right evaluation are as follows: firstly, Shaozhai Coal Mine was acquired through competitive process (tender, auction, and listing), and the amount of transfer proceed determined in the Mining Right Transfer Contract was taken as the original recorded cost. As at the Valuation Benchmark Date, the book value of Shaozhai Coal Mine was zero due to full impairment provisions. The appraised value of the mining rights is the present value of net income calculated using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in appreciation compared to the accounting book value; secondly, the valuation result of the coal production capacity replacement quota adopting the market approach is higher than the book amortized cost, resulting in appreciation.

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3. Wuju Coal Industry

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Pingliang Wuju Coal Industry Co., Ltd. as at the Valuation Benchmark Date was RMB5,764.5860 million, with an appraised value of RMB5,764.6592 million, representing an appreciation of RMB73,200 and an appreciation rate of 0.00%; the book value of the total liabilities was RMB4,723.1695 million, with an appraised value of RMB4,719.1492 million, representing a depreciation of RMB4.0203 million and a depreciation rate of 0.09%; the book value of the net assets was RMB1,041.4165 million, with an appraised value of RMB1,045.5100 million, representing an appreciation of RMB4.0935 million and an appreciation rate of 0.39%.

The key quantitative inputs for appreciation are intangible assets. The reasons for the appreciation of the land use right evaluation are as follows: firstly, part of the land was acquired earlier, and the land price has risen from the Valuation Benchmark Date; secondly, the book value of the land use right is the net value apportioned according to the land use term, while the appraisal value is revised according to the land use term revision coefficient, and there is a difference between the two. The reason for appreciation of mineral right evaluation is that: the mining right of Wuju Coal Mine is obtained by means of agreement transfer, and the amount of transfer proceed determined in the Mining Right Transfer Contract is taken as the original recorded cost, with early time of obtaining, and the book value of the mining right as at the Valuation Benchmark Date is the amortized value of the original recorded cost; the appraised value of the mining rights is the present value of net income calculated using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in significant appreciation compared to the accounting book value.

4. Tingnan Coal Industry

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. as at the Valuation Benchmark Date was RMB2,438.1127 million, with an appraised value of RMB6,514.6167 million, representing an appreciation of RMB4,076.5040 million and an appreciation rate of 167.20%; the book value of the total liabilities was RMB1,459.8125 million, with an appraised value of RMB1,410.0857 million, representing a depreciation of RMB49.7268 million and a depreciation rate of 3.41%; the book value of the net assets was RMB978.3002 million, with an appraised value of RMB5,104.5310 million, representing an appreciation of RMB4,126.2308 million and an appreciation rate of 421.78%.

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between the economic useful life and the accounting depreciation period. The reasons for the appreciation of machinery and equipment are as follows: firstly, the market price of some machinery and equipment has shown an upward trend in recent years; secondly, the difference between the economic useful life and the accounting depreciation period. The reasons for the appreciation of the land use right evaluation are as follows: firstly, the market price of the land has increased since the acquisition of the land (for which the title certificate has been obtained); secondly, the book value of the land use right is the net value apportioned according to the land use term, while the appraised value is the market price. The reasons for the appreciation of the mineral right evaluation are as follows: firstly, the Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. takes the amount of transfer proceed obtained by transfer as the original recorded cost, with early time of obtaining, and the book value of the mineral right as at the Valuation Benchmark Date is the amortized value of the original recorded cost, while the appraised value of the mineral rights is determined using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in appreciation of appraised value compared to the book value; secondly, the market approach is adopted for the valuation of the production capacity replacement quota formed by the reduction of production capacity.

5. Shuangxin Mining

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Inner Mongolia Shuangxin Mining Co., Ltd. as at the Valuation Benchmark Date was RMB2,119.8790 million, with an appraised value of RMB5,641.1446 million, representing an appreciation of RMB3,521.2656 million and an appreciation rate of 166.11%; the book value of the total liabilities was RMB953.2955 million, with an appraised value of RMB887.9413 million, representing a depreciation of RMB65.3542 million and a depreciation rate of 6.86%; the book value of the net assets was RMB1,166.5835 million, with an appraised value of RMB4,753.2033 million, representing an appreciation of RMB3,586.6198 million and an appreciation rate of 307.45%.

The key quantitative inputs for appreciation are fixed assets and intangible assets, among which the reasons for the appreciation of buildings are as follows: firstly, the increase in construction and installation engineering cost from the construction period to the Valuation Benchmark Date; secondly, the difference between the economic useful life and the accounting depreciation period. The reasons for the appreciation of machinery and equipment are as follows: firstly, the market price of some machinery and equipment has shown an upward trend in recent years; secondly, the difference between the economic useful life and the accounting depreciation period. The reasons for the appreciation of the land use right evaluation are as follows: firstly, the market price of the land has increased since the acquisition of the land; secondly, the book value of the land use right is the net value apportioned according to the land use term, while the appraised value is the market price. The reasons for the appreciation of the mineral right

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evaluation are as follows: firstly, Yangjiacun Coal Mine was acquired by way of transfer, and the amount of transfer proceed and related costs determined by the price appraisal at the stage of exploration right were taken as the original recorded cost, with early time of obtaining, and the book value of the mineral right as at the Valuation Benchmark Date is the amortized value of the original recorded cost, while the appraised value of the mineral rights is the present value of net income calculated using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in significant appreciation compared to the accounting book value; secondly, the valuation result of the coal production capacity replacement quota adopting the market approach is higher than the book amortized cost, resulting in appreciation.

6. Yongming Coal Mine

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Shaanxi Yongming Coal Mine Co., Ltd. as at the Valuation Benchmark Date was RMB1,041.5992 million, with an appraised value of RMB1,206.2179 million, representing an appreciation of RMB164.6187 million and an appreciation rate of 15.80%; the book value of the total liabilities was RMB159.7188 million, with an appraised value of RMB159.0187 million, representing a depreciation of RMB700,100 and a depreciation rate of 0.44%; the book value of the net assets was RMB881.8804 million, with an appraised value of RMB1,047.1992 million, representing an appreciation of RMB165.3188 million and an appreciation rate of 18.75%.

The key quantitative inputs for appreciation are fixed assets and intangible assets, among which the reasons for the appreciation of buildings and shaft work are as follows: firstly, the increase in construction and installation engineering cost from the construction period to the Valuation Benchmark Date; secondly, the difference between the economic useful life and the accounting depreciation period. The reasons for the appreciation of the land use right evaluation are as follows: firstly, the market price of the land has increased since the acquisition of the land; secondly, the book value of the land use right is the net value apportioned according to the land use term, while the appraised value is the market price. The reason for the appreciation of the mineral right evaluation is as follows: Yongming Coal Mine takes the amount of transfer proceed obtained by transfer as the original recorded cost, and the book value of the mineral right as at the Valuation Benchmark Date is the amortized value of the original recorded cost, while the appraised value of the mineral rights is determined using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in appreciation of appraised value compared to the book value.

VII-8 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

7. Daheng Coal Industry

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. as at the Valuation Benchmark Date was RMB2,651.8156 million, with an appraised value of RMB3,802.2677 million, representing an appreciation of RMB1,150.4521 million and an appreciation rate of 43.38%; the book value of total liabilities was RMB846.1486 million, with an appraised value of RMB833.3234 million, representing a depreciation of RMB12.8252 million and a depreciation rate of 1.52%; the book value of the net assets was RMB1,805.6670 million, with an appraised value of RMB2,968.9443 million, representing an appreciation of RMB1,163.2773 million and an appreciation rate of 64.42%.

8. Wangtian Coal Industry

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd., as at the Valuation Benchmark Date was RMB1,010.7764 million, with an appraised value of RMB1,405.6896 million, representing an appreciation of RMB394.9132 million and an appreciation rate of 39.07%; the book value of total liabilities was RMB1,050.7064 million, with an appraised value of RMB1,045.5345 million, representing a depreciation of RMB5.1719 million and a depreciation rate of 0.49%; the book value of the net assets was RMB-39.9300 million, with an appraised value of RMB360.1551 million, representing an appreciation of RMB400.0851 million and an appreciation rate of 1,001.97%.

The valuation conclusion of this valuation report adopts the shareholders' equity value derived from a valuation using the asset-based approach to calculate the partial equity value, that is, the shareholders' equity value of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd. of RMB360.1551 million is adopted to calculate the partial equity value.

Pursuant to the Internal Cooperative Operation Agreement entered into among Shanxi Xinzhou Shenda Energy Group Co., Ltd. (Party A), Shandong Energy Group Xibei Mining Co., Ltd. (Party B) and Shanxi Longkuang Energy Investment and Development Co., Ltd. (Party C), which stipulates that Party A would receive fixed equity income as agreed from the target company, and the operation and management would be jointly led by Party B and Party C. Party A would not participate in specific operation but would have the rights to

VII-9 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

information and supervision. Based on the actual sales volume and reserves utilization of the coal mine, starting from the actual resumption of production until 31 December 2026, Party A would receive fixed equity income from the target company according to different coal price standards, and the related taxes and fees would be subject to national tax policies. The remaining distributable profits would be enjoyed by Party B and Party C.

This time, the discounted dividend cash flow model is adopted to calculate the present value of fixed income received by Shanxi Xinzhou Shenda Energy Group Co., Ltd. from 2024 to 2026.

In this asset-based approach, the fixed dividends payable to Shanxi Xinzhou Shenda Energy Group Co., Ltd. have been evaluated under the mineral rights item. Therefore, the equity interests attributable to Shandong Energy Group Xibei Mining Co., Ltd. (with a share of 35%) and Shanxi Longkuang Energy Investment and Development Co., Ltd. (with a share of 20%) = shareholders' equity value adopting asset-based approach × 55% + present value of excess income received by Shanxi Xinzhou Shenda Energy Group Co., Ltd. in the first three years based on shareholding ratio in this forecast.

Present value of income = net profit* in each period of December 2024, 2025, and 2026 total present value of shareholding ratio of Shanxi Xinzhou Shenda Energy Group Co., Ltd.. Details are as follows:

Unit: RMB0'000

Items	December 2024	2025	2026
Income to be shared based on shareholding ratio	521.51	-2,083.55	-2,089.37
Discount factor	0.99	0.92	0.86
Present value	518.33	-1,924.16	-1,792.89
Total present value			-3,198.72

In summary, the partial equity value attributable Shandong Energy Group Xibei Mining Co., Ltd. (with a share of 35%) and Shanxi Longkuang Energy Investment and Development Co., Ltd. (with a share of 20%) is as follows:

Unit: RMB0'000

Items	Shareholding ratio	Partial equity value
Partial shareholders' equity value - Shandong Energy Group Xibei Mining Co., Ltd.	35.00%	10,569.88
Partial shareholders' equity value - Shanxi Longkuang Energy Investment and Development Co., Ltd.	20.00%	6,039.93

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

9. Huangtaolegai

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Inner Mongolia Huangtaolegai Coal Co., Ltd. as at the Valuation Benchmark Date was RMB7,770.3908 million, with an appraised value of RMB16,757.5859 million, representing an appreciation of RMB8,987.1951 million and an appreciation rate of 115.66%; the book value of total liabilities was RMB4,457.8457 million, with an appraised value of RMB4,384.4844 million, representing a depreciation of RMB73.3613 million and a depreciation rate of 1.65%; the book value of the net assets was RMB3,312.5451 million, and the appraised value of the net assets was RMB12,373.1015 million, representing an appreciation of RMB9,060.5564 million and an appreciation rate of 273.52%.

The key quantitative inputs for appreciation are fixed assets and intangible assets, among which the reason for the appreciation of shaft works is that: some newly excavated tunnels are not included in fixed assets, but are included in the normal valuation of shaft works this time, resulting in appreciation. The reasons for the appreciation of mineral rights evaluation are as follows: firstly, the mining right of Bayan Gaole Coal Mine is obtained through transfer, with the original recorded cost calculated as the mining right transfer proceed amount determined according to the mineral right transfer proceed valuation report deducting the corresponding mining right price and paid price of the implemented conversion projects, with early time of obtaining, the book value of the mining right as at the Valuation Benchmark Date is the amortized value of the original recorded cost, the appraised value of the mining rights is the present value of net income calculated using the discounted cash flow method based on the resource quantities, production scale, existing mining and processing technology level, and expected market prices of products as at the Valuation Benchmark Date, resulting in significant appreciation compared to the accounting book value; secondly, the valuation result of the coal production capacity replacement quota adopting the market approach is higher than the book amortized cost, resulting in appreciation.

VII-11 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

10. Tianjun Energy

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Gansu Huaneng Tianjun Energy Co., Ltd. as at the Valuation Benchmark Date was RMB7,408.2439 million, with an appraised value of RMB8,882.0733 million, representing an appreciation of RMB1,473.8294 million and an appreciation rate of 19.89%; the book value of total liabilities was RMB1,612.0057 million, with an appraised value of RMB1,610.5606 million, representing a depreciation of RMB1.4451 million and a depreciation rate of 0.09%; the book value of the net assets was RMB5,796.2382 million, and the appraised value of the net assets was RMB7,271.5127 million, representing an appreciation of RMB1,475.2745 million and an appreciation rate of 25.45%.

The key quantitative inputs for appreciation are intangible assets, among which the reason for the appreciation of land use rights evaluation is that: the land use rights being evaluated were acquired at an earlier time, and there was a significant increase in land prices up to the Valuation Benchmark Date, resulting in appreciation of the valuation. The reasons for the appreciation of mineral rights are as follows: (1) the original book value of the mining rights of Liuyuanzi Coal Mine is recorded based on the appraised value of the mining rights when Huaneng Group transferred all equity interests of Xi'an Tianjun Energy Investment Management Co., Ltd. in 2011, while the appraised value of the mineral rights of Liuyuanzi Coal Mine is recalculated using the discounted cash flow method based on the resource quantities, expected market prices of products as at the Valuation Benchmark Date and with reference to the planned production capacity of Liuyuanzi Coal Mine after latest revision and relevant economic-technical parameters in the Feasibility Study Report on the Expansion Project of Liuyuanzi Coal Mine and Coal Preparation Plant of Gansu Huaneng Tianjun Energy Co., Ltd. (January 2025), resulting in appreciation of the appraised value compared to the book value; (2) the original book value of the exploration rights of Mafuchuan Coal Mine is recorded based on the appraised value of the mining rights when Huaneng Group transferred all equity interests of Xi'an Tianjun Energy Investment Management Co., Ltd. in 2011, while the appraised value of the mineral rights of Mafuchuan Coal Mine is recalculated using the discounted cash flow method based on the resource quantities, expected market prices of products as at the Valuation Benchmark Date and with reference to the planned production capacity of Mafuchuan Coal Mine after latest revision and relevant economic-technical parameters in the Feasibility Study Report on Mafuchuan Coal Mine and Coal Preparation Plant of Gansu Huaneng Tianjun Energy Co., Ltd. (January 2025), resulting in appreciation of the appraised value compared to the book value.

11. Boxuan Technology

The table below illustrates the valuation model of Shaanxi Boxuan Technology Co., Ltd. based on the income approach.

VII-12 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Unit: RMB0'000

Items	December						From 2030 onwards
	2024	2025	2026	2027	2028	2029
I. Principal operating income	6,804.33	40,786.69	43,286.78	43,286.78	43,286.78	43,286.78	43,286.78
Less: Principal operating costs	3,359.44	30,764.77	32,042.71	32,040.19	32,039.68	32,042.07	32,042.07
Tax and surcharges	71.32	482.50	513.52	512.96	513.06	512.70	512.91
II. Principal operating profit	3,373.56	9,539.42	10,730.55	10,733.63	10,734.04	10,732.01	10,731.80
Add: Other operating profits	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Less: Selling expenses	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Management expenses	1,183.52	5,683.94	5,675.61	5,626.66	5,624.38	5,620.01	5,633.70
R&D expenses	0.00	1,920.63	2,027.40	2,027.40	2,027.40	2,027.40	2,027.40
Financial expenses	-3.29	2.56	2.72	2.72	2.72	2.72	2.72
Add: Other gains	2.68	2.41	2.41	2.41	2.41	2.41	2.41
Investment gains	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Credit impairment loss	-3.05	0.00	0.00	0.00	0.00	0.00	0.00
Impairment loss on assets	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Gain on disposal of assets	0.00	0.00	0.00	0.00	0.00	0.00	0.00
III. Operating profit	2,192.96	1,934.70	3,027.22	3,079.25	3,081.94	3,084.29	3,070.38
Add: Non-operating income	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Less: Non-operating expenses	11.00	0.00	0.00	0.00	0.00	0.00	0.00
IV. Total profit	2,181.96	1,934.70	3,027.22	3,079.25	3,081.94	3,084.29	3,070.38
Less: Income tax expenses	0.00	1,287.97	2,080.57	2,118.66	2,120.63	2,122.35	2,112.17
V. Net profit	2,181.96	646.73	946.65	960.59	961.31	961.94	958.22
After-tax financial expenses	0.00	0.00	0.00	0.00	0.00	0.00	0.00
VI. Net profit before interest and after taxes	2,181.96	646.73	946.65	960.59	961.31	961.94	958.22
Add: Depreciation and amortization	7.96	96.32	89.75	38.28	35.49	30.13	47.20
Less: Capital expenditure	127.77	41.47	5.18	43.83	36.94	62.06	47.29
Net increase in working capital demand	-8,104.37	1,699.33	543.77	0.00	0.00	0.00	0.00
VII. Enterprise's free cash flow	10,166.52	-997.75	487.46	955.04	959.86	930.01	958.13

VII-13 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Unit: RMB0'000

Items	December 2024	2025	2026	2027	2028	2029	From 2030 onwards
I. Enterprise’s free cash flow	10,166.52	-997.75	487.46	955.04	959.86	930.01	958.13
Discount rate years	0.04	0.58	1.58	2.58	3.58	4.58
II. Discount rate	8.22%	8.20%	8.20%	8.20%	8.20%	8.20%	8.20%
Discount factor	0.9967	0.9550	0.8826	0.8157	0.7539	0.6968	8.4976
III. Discounted Value of net cash flow in each year	10,132.97	-952.85	430.23	779.03	723.64	648.03	8,141.77
IV. Operating value in forecast period				19,902.83
I. Operating value in forecast period	19,902.83
Add: Surplus assets	3,147.43
Add: Non-operating assets	876.67
Less: Non-operating liabilities	4,464.00
Add: Long-term equity value	0.00
II. Enterprise’s Value	19,462.93
Less: Interest-bearing liabilities	0.00
III. Total shareholders’ equity value	19,462.93
Less: Minority shareholders’ equity	0.00
IV. Equity attributable to the owners of the parent company	19,462.93

(1) Valuation approach

This time, the discounted cash flow method in the income approach is used to evaluate the enterprise’s total value to indirectly obtain the total shareholders’ equity value. The enterprise’s total value is the sum of the total shareholders’ equity value and the value of interest-bearing debts. The calculation model is as follows:

Total shareholders’ equity value = enterprise’s total value – value of interest-bearing debts

① Enterprise’s total value

The enterprise’s total value is composed of the value of operating assets generated from normal business activities and the value of non-operating assets unrelated to normal business activities. The discounted free cash flow model of the enterprise is used to determine the value of operating assets, which is based on the free cash flow of the enterprise in the next few years, and is calculated by summing up after discounting with an appropriate discount rate. The formula for calculating the enterprise’s total value, based on asset allocation and usage of the appraised entity, is as follows:

– VII-14 –

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Enterprise’s total value = value of operating assets + value of surplus assets + value of non-operating assets – value of non-operating liabilities

A. Value of operating assets

Operating assets are assets and liabilities related to the production and operation of the appraised entity and involved in the forecast of free cash flow of the enterprise after the Valuation Benchmark Date. The formula for calculating the value of operating assets is as follows:

$$
P = \frac {F _ {0}}{(1 + r) ^ {\frac {1}{24}}} + \sum_ {i = 1} ^ {n} \frac {F _ {i}}{(1 + r) ^ {i - \frac {5}{12}}} + \frac {F _ {i}}{r (1 + r) ^ {n - \frac {5}{12}}}
$$

Where: P: the value of the enterprise’s operating assets as at the Valuation Benchmark Date;

F0: cash flow of the enterprise in December of the year of the Valuation Benchmark Date, assuming it is generated during the period;

Fi: the expected free cash flow of the enterprise in year i after the Valuation Benchmark Date;

Ft: the expected free cash flow of the enterprise in the last year of the detailed forecast period;

r: discount rate (in this case the weighted average cost of capital, WACC);

n: detailed forecast period;

i: year i of the detailed forecast period.

Of which, the formula for calculating the free cash flow of the enterprise is as follows:

Enterprise’s free cash flow = net profit before interest and after taxes + depreciation and amortization – capital expenditure – increase in working capital

VII-15 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Of which, the formula for calculating the discount rate (weighted average cost of capital, WACC) is as follows:

$$
\mathrm{WACC} = \mathrm{K}{\mathrm{e}} \times \frac{\mathrm{E}}{\mathrm{E} + \mathrm{D}} + \mathrm{K}{\mathrm{d}} \times (1 - \mathrm{t}) \times \frac{\mathrm{D}}{\mathrm{E} + \mathrm{D}}
$$

Where:
Ke: cost of equity capital;
Kd: cost of interest-bearing debt capital;
E: market value of equity;
D: market value of interest-bearing debts;
t: income tax rate.

Of which, the cost of equity capital is calculated using the Capital Asset Pricing Model (CAPM). The calculation formula is as follows:

$$
\mathrm{K}{\mathrm{e}} = \mathrm{r}{\mathrm{f}} + \mathrm{MRP} \times \mathrm{\beta}{\mathrm{L}} + \mathrm{r}{\mathrm{c}}
$$

Where:
rf: risk-free rate;
MRP: market risk premium;
$\beta_{\mathrm{L}}$: systematic risk factor for equity;
rc: Enterprise-specific risk adjustment factor.

B. Value of surplus assets

Surplus assets are assets that are in excess of the requirements for the production and operation of the enterprise as at the Valuation Benchmark Date and are not involved in the forecast of free cash flow of the enterprise after the Valuation Benchmark Date. Surplus assets are analyzed and evaluated separately.

C. Value of non-operating assets and non-operating liabilities

Non-operating assets and non-operating liabilities are assets and liabilities not related to the production and operation of the appraised entity and not involved in the forecast of free cash flow of the enterprise after the Valuation Benchmark Date. Non-operating assets are analyzed and evaluated separately.

② Value of interest-bearing debts

Interest-bearing debts are liabilities on which the appraised entity is required to pay interest as at the Valuation Benchmark Date. The appraised entity has no interest-bearing debts as at the Valuation Benchmark Date.

VII-16 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

(2) Valuation conclusion

The total shareholders' equity value after valuation under the income approach was RMB194.6293 million, representing an appreciation of RMB50.5276 million and an appreciation rate of 35.06%.

(3) Key inputs

The key inputs for income approach mainly include operating income, operating costs, taxes and surcharges, management expenses, income tax expenses, discount rate, and non-operating assets. Among these, the operating income is mainly determined by the amount of coal washing and selection multiplied by the price agreed in the current contract; operating costs are mainly calculated based on historical unit costs of coal mining, washing and selection. Taxes and surcharges and income tax payable are mainly calculated based on the tax policies implemented by the enterprise. Management expenses are mainly predicted based on historical averages. Non-operating assets and liabilities are evaluated separately. The discount rate is selected by calculating the weighted average cost of capital (WACC).

(4) Sensitivity analysis

In the income approach valuation model, both gross profit margin and discount rate have a greater impact on the income approach valuation results, therefore, a sensitivity analysis was conducted for both gross profit margin and discount rate, with the results as follows:

① Sensitivity analysis of gross profit margin changes

Using the current forecasted gross profit margins for future periods as the baseline, and assuming that the forecasted operating revenue remains unchanged in the future, the sensitivity analysis of gross profit margin changes on the appraised value under the income approach is as follows (assuming consistent rate of changes in gross profit margin across periods)

Unit: RMB0'000

Change in gross profit margin	Appraised value	Change	Rate of change
-1.50%	17,178.72	-2,284.21	-11.74%
-1.00%	17,940.12	-1,522.81	-7.82%
-0.50%	18,701.53	-761.40	-3.91%
0.00%	19,462.93
0.50%	20,224.34	761.41	3.91%
1.00%	20,985.74	1,522.81	7.82%
1.50%	21,747.14	2,284.21	11.74%

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

② Sensitivity analysis of the discount rate

Using the currently adopted discount rate for future periods as the baseline, and assuming that other parameters in the income approach-based valuation model remains unchanged in the future, the sensitivity analysis of discount rate changes on the appraised value under the income approach is as follows:

Unit: RMB0'000

Change in the discount rate	Appraised value	Change	Rate of change
-0.50%	20,216.60	753.67	3.87%
-0.25%	19,829.23	366.30	1.88%
0.00%	19,462.93
0.25%	19,120.12	-342.81	-1.76%
0.50%	18,796.97	-665.96	-3.42%

12. Kanggge Energy

The table below illustrates the valuation model of Shandong Kanggge Energy Technology Co., Ltd. based on the income approach.

Unit: RMB0'000

Items	December 2024	2025	2026	2027	2033	2034	From 2035 onwards
I. Principal operating income	11,585.13	32,488.08	35,703.91	38,539.45	47,447.87	48,890.80	48,890.80
Less: Principal operating costs	10,903.79	27,801.04	30,400.32	32,695.88	39,977.65	41,151.05	41,176.51
Tax and surcharges	22.01	36.26	38.04	39.60	44.52	45.32	45.32
II. Principal operating profit	659.34	4,650.78	5,265.56	5,803.96	7,425.70	7,694.43	7,668.98
Add: Other operating profits	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Less: Selling expenses	26.54	194.86	198.99	203.27	228.60	233.09	233.09
Management expenses	707.33	2,528.61	2,584.10	2,641.35	2,948.64	2,911.58	3,280.39
R&D expenses	395.71	1,784.90	1,940.54	2,078.52	2,529.89	2,603.58	2,603.58
Financial expenses	13.19	71.51	71.57	71.63	71.79	71.81	71.81
Add: Other gains	1.71	2.34	2.39	2.44	2.74	2.80	2.80
Investment gains	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Credit impairment loss	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Impairment loss on assets	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Gain on disposal of assets	0.00	0.00	0.00	0.00	0.00	0.00	0.00
III. Operating profit	-481.73	73.24	472.73	811.62	1,649.52	1,877.18	1,482.90
Add: Non-operating income	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Less: Non-operating expenses	0.00	0.00	0.00	0.00	0.00	0.00	0.00
IV. Total profit	-481.73	73.24	472.73	811.62	1,649.52	1,877.18	1,482.90
Less: Income tax expenses	0.00	0.00	0.00	0.00	0.00	189.17	132.03
V. Net profit	-481.73	73.24	472.73	811.62	1,649.52	1,688.00	1,350.87
After-tax financial expenses	15.51	71.03	71.03	71.03	71.03	58.37	60.37
VI. Net profit before interest and after taxes	-466.22	144.26	543.76	882.65	1,720.54	1,746.37	1,411.24
Add: Depreciation and amortization	19.81	392.83	392.16	392.72	404.81	309.87	704.14
Less: Capital expenditure	2,841.75	9.51	6.87	52.68	9.51	2,849.97	746.17
Net increase in working capital demand	-6,332.30	717.28	699.44	616.73	304.50	313.84	0.00
VII. Enterprise's free cash flow	3,044.13	-189.70	229.61	605.96	1,811.34	-1,107.57	1,369.21

VII-18 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Unit: RMB0'000

Items	December 2024	2025	2026	2027	2033	2034	From 2035 onwards
I. Enterprise’s free cash flow	3,044.13	-189.70	229.61	605.96	1,811.34	-1,107.57	1,369.21
Discount rate years	0.04	0.58	1.58	2.58	8.58	9.58	0.00
II. Discount rate	8.35%	8.35%	8.35%	8.35%	8.35%	8.35%	8.35%
Discount factor	0.9967	0.9543	0.8808	0.8129	0.5024	0.4637	5.5533
III. Discounted Value of net cash flow in each year	3,034.09	-181.03	202.24	492.58	910.02	-513.58	7,603.63
IV. Operating value in forecast period							15,693.71
I. Operating value in forecast period	15,693.71
Add: Surplus assets	0.00
Add: Non-operating assets	1,959.82
Less: Non-operating liabilities	2,480.26
Add: Long-term equity value	0.00
II. Enterprise’s Value	15,173.27
Less: Interest-bearing liabilities	2,000.00
III. Total shareholders’ equity value	13,173.27
Less: Minority shareholders’ equity	0.00
IV. Equity attributable to the owners of the parent company	13,173.27

(1) Valuation approach

Total shareholders’ equity value = enterprise’s total value – value of interest-bearing debts

① Enterprise’s total value

– VII-19 –

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

an appropriate discount rate. The formula for calculating the enterprise's total value, based on asset allocation and usage of the appraised entity, is as follows:

Enterprise's total value = value of operating assets + value of surplus assets + value of non-operating assets - value of non-operating liabilities

A. Value of operating assets

$$
P = \frac {F _ {0}}{(1 + r) ^ {\frac {1}{24}}} + \sum_ {i = 1} ^ {n} \frac {F _ {i}}{(1 + r) ^ {i - \frac {5}{12}}} + \frac {F _ {i}}{r (1 + r) ^ {n - \frac {5}{12}}}
$$

Where: P: the value of the enterprise's operating assets as at the Valuation Benchmark Date;

F0: cash flow of the enterprise in December of the year of the Valuation Benchmark Date, assuming it is generated during the period;

Fi: the expected free cash flow of the enterprise in year i after the Valuation Benchmark Date;

Ft: the expected free cash flow of the enterprise in the last year of the detailed forecast period;

r: discount rate (in this case the weighted average cost of capital, WACC);

n: detailed forecast period;

i: year i of the detailed forecast period.

Of which, the formula for calculating the free cash flow of the enterprise is as follows:

Enterprise's free cash flow = net profit before interest and after taxes + depreciation and amortization - capital expenditure - increase in working capital

VII-20 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Of which, the formula for calculating the discount rate (weighted average cost of capital, WACC) is as follows:

$$
\mathrm{WACC} = \mathrm{K}{\mathrm{e}} \times \frac{\mathrm{E}}{\mathrm{E} + \mathrm{D}} + \mathrm{K}{\mathrm{d}} \times (1 - \mathrm{t}) \times \frac{\mathrm{D}}{\mathrm{E} + \mathrm{D}}
$$

Where:
Ke: cost of equity capital;
Kd: cost of interest-bearing debt capital;
E: market value of equity;
D: market value of interest-bearing debts;
t: income tax rate.

Of which, the cost of equity capital is calculated using the Capital Asset Pricing Model (CAPM). The calculation formula is as follows:

$$
\mathrm{K}{\mathrm{e}} = \mathrm{r}{\mathrm{f}} + \mathrm{MRP} \times \mathrm{\beta}{\mathrm{L}} + \mathrm{r}{\mathrm{c}}
$$

Where:
rf: risk-free rate;
MRP: market risk premium;
$\beta_{\mathrm{L}}$: systematic risk factor for equity;
rc: Enterprise-specific risk adjustment factor.

B. Value of surplus assets

C. Value of non-operating assets and non-operating liabilities

② Value of interest-bearing debts

Interest-bearing debts are liabilities on which the appraised entity is required to pay interest as at the Valuation Benchmark Date. The appraised entity has RMB20 million of interest-bearing debts as at the Valuation Benchmark Date.

VII-21 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

(2) Valuation conclusion

The total shareholders' equity value after valuation under the income approach was RMB131.7327 million, representing an appreciation of RMB19.3046 million and an appreciation rate of 17.17%.

(3) Key inputs

The key inputs for income approach mainly include operating income, operating costs, taxes and surcharges, management expenses, R&D expenses, income tax expenses, discount rate, and non-operating assets.

Among these, the principal operating income consists of labor service income, equipment leasing income, backfill mining operation and maintenance service income of coal mines, property management service income, and accommodation fee income. The labor service income mainly comes from technical services provided externally. For December 2024, it is forecasted based on the actual income generated; for 2025 and subsequent years, the forecast is made based on the 2024 level with a certain growth rate considered. For equipment leasing income, the December 2024 forecast is based on the actual income generated, while forecasts for 2025 and subsequent years are based on the lease contracts with a certain growth rate considered. The backfill mining operation and maintenance service income of coal mines is forecasted for December 2024 based on the Company's actual situation; for years after 2025, the forecast is based on the 2024 level with a certain growth rate considered. Property management service income and accommodation fee income will no longer occur in future years and thus will not be forecasted.

The principal operating costs of the appraised entity include material expenses, labor remuneration, electricity, depreciation, labor expenses, safety expenses, transportation expenses, repair expenses, travel expenses, rental expenses, loading and unloading expenses, signboard expenses, printing expenses, property expenses, outsourced processing expenses, office expenses, water expenses, business hospitality expenses, bid-awarded service expenses, vehicle expenses, testing and inspection expenses, technical service expenses, intermediary expenses, evaluation expenses, design and drafting expenses, agency expense, labor subcontracting expense, exploration and survey expense, consulting expense, etc.

For salaries, the number of employees is determined based on future labor demands, and the average annual salary is calculated with a certain growth rate, as detailed in the labor cost forecast. For depreciation cost forecasting, future depreciation is related to the current scale of fixed assets, acquisition timing, future investments, potential depreciation of existing assets in the future, and the Company's depreciation policy, as shown in the depreciation forecast table.

VII-22 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

For property costs, forecasts are made with reference to their historical annual levels; for travel, loading and unloading, signboard, printing, outsourced processing, office, water, business hospitality, technical services, and consulting expenses, forecasts are made with reference to their historical annual levels and taking into account a certain rate of growth; for material, electricity, labor, transportation, and bid-awarded service expenses, forecasts are made with reference to their historical annual percentages of income. For security expenses, forecasts are made in accordance with their historical annual percentage of income; for rental expenses, forecasts are made in accordance with the contractually agreed rental expenses during the contract period, and forecasts are made with reference to the contractually agreed rental expenses beyond the contract period.

Vehicle expenses and testing and inspection expenses are forecasted in the management expenses; repair expenses, intermediary expenses, evaluation expenses, design and drafting expenses, agency expense, labor subcontracting expense, exploration and survey expense are not forecasted as they are occasional expenses or will not be incurred in future years.

Management expenses and R&D expenses are mainly predicted based on historical averages. Non-operating assets and liabilities are evaluated separately. The discount rate is selected by calculating the weighted average cost of capital (WACC).

(4) Sensitivity analysis

① Sensitivity analysis of gross profit margin changes

Using the current forecasted gross profit margins for future periods as the baseline, and assuming that the forecasted operating revenue remains unchanged, the sensitivity analysis of gross profit margin changes on the appraised value under the income approach is as follows (assuming consistent rate of changes in gross profit margin across periods)

VII-23 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Unit: RMB0'000

Change in gross profit margin	Appraised value	Change	Rate of change
-1.50%	5,447.91	-7,725.36	-58.64%
-1.00%	8,054.23	-5,119.04	-38.86%
-0.50%	10,660.54	-2,512.73	-19.07%
0.00%	13,173.27
0.50%	15,559.54	2,386.27	18.11%
1.00%	17,785.54	4,612.27	35.01%
1.50%	19,884.02	6,710.75	50.94%

② Sensitivity analysis of the discount rate

Using the currently adopted discount rate for future periods as the baseline, and assuming that other parameters in the income approach-based valuation model remains unchanged, the sensitivity analysis of discount rate changes on the appraised value under the income approach is as follows:

Unit: RMB0'000

Change in discount rate	Appraised value	Change	Rate of change
-0.50%	14,189.64	1,016.37	7.72%
-0.25%	13,665.14	491.87	3.73%
0.00%	13,173.27
0.25%	12,712.74	-460.53	-3.50%
0.50%	12,279.58	-893.70	-6.78%

Mayicheng

The table below illustrates the valuation model of Mayicheng (Beijing) Technology Co., Ltd. based on the income approach.

VII-24 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Unit: RMB0'000

Items	December						From 2030 onwards
	2024	2025	2026	2027	2028	2029
I. Principal operating income	412.72	2,300.00	2,645.00	2,909.50	3,054.98	3,146.62	3,146.62
Less: Principal operating costs	270.17	1,409.06	1,620.41	1,782.46	1,871.58	1,927.73	1,927.73
Tax and surcharges	1.42	3.02	3.51	3.87	7.27	7.64	7.57
II. Principal operating profit	141.13	887.92	1,021.08	1,123.17	1,176.13	1,211.25	1,211.32
Add: Other operating profits	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Less: Selling expenses	0.00	134.28	154.43	169.87	178.36	183.71	183.71
Management expenses	181.86	682.86	701.10	714.44	737.26	760.71	761.76
R&D expenses	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Financial expenses	-0.01	0.41	0.48	0.53	0.56	0.57	0.57
Add: Other gains	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Investment gains	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Credit impairment loss	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Impairment loss on assets	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Gain on disposal of assets	0.00	0.00	0.00	0.00	0.00	0.00	0.00
III. Operating profit	-40.73	70.37	165.07	238.34	259.95	266.26	265.29
Add: Non-operating income	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Less: Non-operating expenses	0.00	0.00	0.00	0.00	0.00	0.00	0.00
IV. Total profit	-40.73	70.37	165.07	238.34	259.95	266.26	265.29
Less: Income tax expenses	-2.04	3.53	8.27	11.93	52.04	53.30	53.11
V. Net profit	-38.69	66.84	156.81	226.41	207.91	212.96	212.18
After-tax financial expenses	0.00	0.00	0.00	0.00	0.00	0.00	0.00
VI. Net profit before interest and after taxes	-38.69	66.84	156.81	226.41	207.91	212.96	212.18
Add: Depreciation and amortization	0.75	9.00	7.25	0.00	1.62	3.23	4.28
Less: Capital expenditure	0.00	0.00	0.00	0.00	9.70	0.00	4.47
Net increase in working capital demand	-146.35	179.30	75.04	57.53	31.64	19.93	0.00
VII. Enterprise's free cash flow	108.41	-103.46	89.02	168.88	168.19	196.26	211.99

VII-25 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Unit: RMB0'000

Items	December 2024	2025	2026	2027	2028	2029	From 2030 onwards
I. Enterprise’s free cash flow	108.41	-103.46	89.02	168.88	168.19	196.26	211.99
Discount rate years	0.04	0.58	1.58	2.58	3.58	4.58
II. Discount rate	8.60%	8.60%	8.60%	8.60%	8.23%	8.23%	8.23%
Discount factor	0.9966	0.9530	0.8775	0.8081	0.7454	0.6887	8.3682
III. Discounted Value of net cash flow in each year	108.04	-98.59	78.12	136.47	125.37	135.16	1,773.95
IV. Operating value in forecast period							2,258.51
I. Operating value in forecast period	2,258.51
Add: Surplus assets	202.30
Add: Non-operating assets	1.56
Less: Non-operating liabilities	0.00
Add: Long-term equity value	0.00
II. Enterprise’s Value	2,462.37
Less: Interest-bearing liabilities	0.00
III. Total shareholders’ equity value	2,462.37
Less: Minority shareholders’ equity	0.00
IV. Equity attributable to the owners of the parent company	2,462.37

(1) Valuation approach

Total shareholders’ equity value = enterprise’s total value – value of interest-bearing debts

① Enterprise’s total value

– VII-26 –

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

an appropriate discount rate. The formula for calculating the enterprise's total value, based on asset allocation and usage of the appraised entity, is as follows:

Enterprise's total value = value of operating assets + value of surplus assets + value of non-operating assets - value of non-operating liabilities

A. Value of operating assets

$$
P = \frac {F _ {0}}{(1 + r) ^ {\frac {1}{24}}} + \sum_ {i = 1} ^ {n} \frac {F _ {i}}{(1 + r) ^ {i - \frac {5}{12}}} + \frac {F _ {i}}{r (1 + r) ^ {n - \frac {5}{12}}}
$$

Where: P: the value of the enterprise's operating assets as at the Valuation Benchmark Date;

F0: Cash flow of the enterprise in December of the year of the Valuation Benchmark Date, assuming it is generated during the period;

Fi: the expected free cash flow of the enterprise in year i after the Valuation Benchmark Date;

Ft: the expected free cash flow of the enterprise in the last year of the detailed forecast period;

r: Discount rate (in this case the weighted average cost of capital, WACC);

n: Detailed forecast period;

i: Year i of the detailed forecast period.

Of which, the formula for calculating the free cash flow of the enterprise is as follows:

Enterprise's free cash flow = net profit before interest and after taxes + depreciation and amortization - capital expenditure - increase in working capital

VII-27 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Of which, the formula for calculating the discount rate (weighted average cost of capital, WACC) is as follows:

$$
\mathrm{WACC} = \mathrm{K}{\mathrm{e}} \times \frac{\mathrm{E}}{\mathrm{E} + \mathrm{D}} + \mathrm{K}{\mathrm{d}} \times (1 - \mathrm{t}) \times \frac{\mathrm{D}}{\mathrm{E} + \mathrm{D}}
$$

Where:
Ke: cost of equity capital;
Kd: cost of interest-bearing debt capital;
E: market value of equity;
D: market value of interest-bearing debts;
t: income tax rate.

Of which, the cost of equity capital is calculated using the Capital Asset Pricing Model (CAPM). The calculation formula is as follows:

$$
\mathrm{K}{\mathrm{e}} = \mathrm{r}{\mathrm{f}} + \mathrm{MRP} \times \mathrm{\beta}{\mathrm{L}} + \mathrm{r}{\mathrm{c}}
$$

Where:
rf: risk-free rate;
MRP: market risk premium;
$\beta_{\mathrm{L}}$: systematic risk factor for equity;
rc: Enterprise-specific risk adjustment factor.

B. Value of surplus assets

C. Value of non-operating assets and non-operating liabilities

② Value of interest-bearing debts

VII-28 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

(2) Valuation conclusion

The total shareholders' equity value after valuation under the income approach was RMB24.6237 million, representing an appreciation of RMB17.7421 million and an appreciation rate of 257.82%.

(3) Key inputs

The key inputs for income approach mainly include operating income, operating costs, taxes and surcharges, management expenses, sales expenses, income tax expenses, discount rate, and non-operating assets.

The principal business of the appraised entity is science and technology services, which mainly includes: science and technology innovation services, management of scientific and technological achievements, cultivation of high-tech enterprises, construction of specialized, refined, distinctive and innovative enterprises, construction of enterprise innovation platforms, overall quality management, enterprise brand construction, management of intellectual property rights, re-improvement of innovative achievements, construction of lean enterprises, construction of enterprise standardization, project novelty search and verification services, training of knowledge on innovation management, innovation exhibitions, construction of innovation talent pool and other aspects.

Revenue from the principal business of the appraised entity consists of revenue from consulting business and revenue from technical service business. Revenue for December 2024 and 2025 is mainly forecasted on the basis of the corporate budget, orders on hand and intended customers, while revenue for 2025 and thereafter is forecasted on the basis of revenue for 2025 taking into account a certain growth rate.

The cost of the appraised entity represents the cost of agency services, which is forecasted in December 2024 based on the actual situation of the business as well as the forecast data of the business; and in 2025 and thereafter based on the gross profit level in 2024 combined with the future development of the enterprise.

Management expenses and sales expenses are mainly predicted based on historical averages. Non-operating assets and liabilities are evaluated separately. The discount rate is selected by calculating the weighted average cost of capital (WACC).

(4) Sensitivity analysis

VII-29 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

① Sensitivity analysis of gross profit margin changes

Using the currently forecasted gross profit margins for future periods as the baseline, and assuming that the forecasted operating revenue remains unchanged in the future, the sensitivity analysis of gross profit margin changes on the appraised value under the income approach is as follows (assuming consistent rate of changes in gross profit margin across periods)

Unit: RMB0'000

Change in gross profit margin	Appraised value	Change	Rate of change
-1.50%	1,859.58	-602.79	-24.48%
-1.00%	2,060.51	-401.86	-16.32%
-0.50%	2,261.44	-200.93	-8.16%
0.00%	2,462.37
0.50%	2,663.30	200.93	8.16%
1.00%	2,864.23	401.86	16.32%
1.50%	3,065.16	602.79	24.48%

② Sensitivity analysis of the discount rate

Using the currently adopted discount rate for future periods as the baseline, and assuming that other parameters in the income approach-based valuation model remains unchanged, the sensitivity analysis of discount rate changes on the appraised value under the income approach is as follows:

Unit: RMB0'000

Change in the discount rate	Appraised value	Change	Rate of change
-0.50%	2,624.26	161.89	6.57%
-0.25%	2,540.84	78.47	3.19%
0.00%	2,462.37
0.25%	2,388.24	-74.13	-3.01%
0.50%	2,318.42	-143.95	-5.85%

Aike Industrial and Mining

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of the total assets of Zibo Aike Industrial and Mining Machinery Co., Ltd. as at the Valuation Benchmark Date was RMB621.2367 million, with an appraised value of RMB676.0677 million, representing an appreciation of RMB54.8310 million and an appreciation rate of 8.83%; the book value of the total liabilities was RMB455.9451 million, with an appraised value of RMB453.7909 million, representing a depreciation of RMB2.1542 million and a

VII-30 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

depreciation rate 0.47%; the book value of the net assets was RMB165.2916 million, with an appraised value of RMB222.2768 million, representing an appreciation of RMB56.9852 million and an appreciation rate of 34.48%.

The key quantitative input for appreciation is fixed assets, among which the reasons for the appreciation of buildings are as follows: firstly, the increase in construction and installation engineering cost from the construction period to the Valuation Benchmark Date; secondly, the difference between the economic useful life and the accounting depreciation period. The reasons for the appreciation of the machinery and equipment are as follows: firstly, the upward trend in the market price of some machinery and equipment in recent years secondly, the difference between the economic useful life and the accounting depreciation period.

15. Wanhua Coal Mine

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Shaanxi Wanhua Coal Mine Equipment Manufacturing Co., Ltd. as at the Valuation Benchmark Date was RMB352.3336 million, with an appraised value of RMB361.8472 million, representing an appreciation of RMB9.5136 million and an appreciation rate of 2.70%; the book value of total liabilities was RMB327.3501 million, with an appraised value of RMB327.2978 million, representing a depreciation of RMB52,300 and a depreciation rate of 0.02%; the book value of the net assets was RMB24.9835 million, with an appraised value of RMB34.5494 million, representing an appreciation of RMB9.5659 million and an appreciation rate of 38.29%.

The key quantitative input for appreciation is machinery and equipment. The reasons for the appreciation of machinery and equipment are that: firstly, the depreciation period of the appraised entity is less than the economic useful life of its equipment; secondly, most of the assets are transferred assets, with their book value recorded at the net book value after depreciation by the transferring enterprise.

16. Pingmei Chang'an

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Pingmei Chang'an Energy Development Co., Ltd. as at the Valuation Benchmark Date was RMB2,153.4330 million, with an appraised value of RMB2,867.4778 million, representing an appreciation of RMB714.0448 million and an appreciation rate of 33.16%; the book value of total liabilities was RMB1,484.1198 million, with an appraised value of RMB1,477.5281 million, representing a depreciation of RMB6.5917 million and a depreciation rate of 0.44%; the book value of the net assets was RMB669.3132 million, with an appraised value of RMB1,389.9497 million, representing an appreciation of RMB720.6365 million and an appreciation rate of 107.67%.

VII-31 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

The key quantitative input for appreciation is mineral right. The reason for the appreciation of the mineral right evaluation is as follows: Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. takes the fixed amount of transfer proceed obtained by auction as the original recorded cost, with early time of obtaining, the appraised value of the mineral rights is determined through recalculation using the discounted cash flow method based on the resource quantities and expected market prices of products as at the Valuation Benchmark Date, and the latest economic and technical parameters referenced from the Preliminary Design Manual for the Yangjiaping Coal Mine and Coal Preparation Plant of Pingmei Chang'an Energy Development Co., Ltd. (《平煤長安能源開發有限公司楊家坪礦井及選煤廠初步設計說明書》) and the Feasibility Study Report for the Yangjiaping Coal Mine and Coal Preparation Plant of Pingmei Chang'an Energy Development Co., Ltd. (《平煤長安能源開發有限公司楊家坪礦井及選煤廠可行性研究報告》), resulting in appreciation of appraised value compared to the book value.

17. Juneng Energy

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Hangjinqi Juneng Energy Co., Ltd. as at the Valuation Benchmark Date was RMB2,796.8978 million, with an appraised value of RMB6,802.4097 million, representing an appreciation of RMB4,005.5119 million and an appreciation rate of 143.21%; the book value of total liabilities was RMB1,013.0509 million, with an appraised value of RMB1,012.4971 million, representing a depreciation of RMB0.5538 million and a depreciation rate of 0.05%; the book value of the net assets was RMB1,783.8469 million, with an appraised value of RMB5,789.9126 million, representing an appreciation of RMB4,006.0657 million and an appreciation rate of 224.57%.

The key quantitative input for appreciation is mineral right. The reason for the appreciation of the mineral right evaluation is as follows: Youfanghao Coal Mine was acquired through transfer, and takes the amount of mining right transfer proceed as determined in the Mining Right Transfer Proceed Evaluation Report (採礦權出讓收益評估報告) deducting the corresponding transfer proceed of allocated resource reserves as the original recorded cost, with early time of obtaining, the appraised value of the mining rights is determined through recalculation using the discounted cash flow method based on the resource quantities and expected market prices of products as at the Valuation Benchmark Date, and the latest economic and technical parameters referenced from the latest Revised Preliminary Design Manual for Youfanghao Coal Mine and Coal Preparation Plant of Hangjinqi Juneng Energy Co., Ltd. (《杭錦旗聚能能源有限公司油房壕礦井及選煤廠初步設計修改說明書》) and the Supplementary Explanation on Economic (Production Costs) for Preliminary Design of Youfanghao Coal Mine and Coal Preparation Plant (油房壕礦井及選煤廠初步設計經濟(生產成本)補充說明), resulting in appreciation of appraised value compared to the book value.

VII-32 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

18. Yingdong Mining

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Shaanxi Yingdong Mining Co., Ltd. as at the Valuation Benchmark Date was RMB134.9333 million, with an appraised value of RMB135.2692 million, representing an appreciation of RMB0.3359 million and an appreciation rate of 0.25%; the book value of total liabilities was RMB17.5545 million, with an appraised value of RMB17.5185 million, representing a depreciation of RMB36,000 and a depreciation rate of 0.21%; the book value of the net assets was RMB117.3788 million, with an appraised value of RMB117.7507 million, representing an appreciation of RMB0.3719 million and an appreciation rate of 0.32%.

The key quantitative input for appreciation is other receivable. The appreciation of the other receivable evaluation is due to the bad debt provision made for the amount receivable from shareholders. Analysis indicates that the value of the equity held by the shareholders exceeds the amount of the bad debt provision, and no assessment risk loss was recognized in this valuation, resulting in appreciation of appraised value.

19. Longkuang Investment

Under the assumption of going concern as at the Valuation Benchmark Date, the book value of total assets of Shanxi Longkuang Energy Investment and Development Co., Ltd. as at the Valuation Benchmark Date was RMB1,247.6214 million, with an appraised value of RMB1,584.9891 million, representing an appreciation of RMB337.3677 million and an appreciation rate of 27.04%; the book value of total liabilities was RMB1,010.2938 million, with an appraised value of RMB1,007.8940 million, representing a depreciation of RMB2.3998 million and a depreciation rate of 0.24%; the book value of the net assets was RMB237.3276 million, with an appraised value of RMB577.0951 million, representing an appreciation of RMB339.7675 million and an appreciation rate of 143.16%.

The key quantitative input for appreciation is long-term equity investment. The reason for the appreciation of the long-term equity investment evaluation is as follows: the assessed entity applies the equity method to account for its controlling long-term equity investment, and the core assets of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd. demonstrate strong profitability, this valuation reflects the its actual operating performance, resulting in appreciation of appraised value.

VII-33 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

III. ANALYSIS OF ASSET VALUATION OF CORE ASSET MINING RIGHTS

According to the overall plan of the economic activity, China Enterprise Appraisals Consultation Co., Ltd. conducted a valuation of the mining rights included in the valuation scope in accordance with the entrustment by the principal, and also issued mining rights valuation report. The results of the valuation of the mineral rights are set out in the section headed "Appendix VI Asset Valuation Report" in this circular.

(I) Methodology for the valuation of mining rights

According to the purpose of this valuation and the specific characteristics of the mining rights, the mining rights and exploration rights entrusted for valuation have certain scale and independent profitability which can be measured. Their future returns and risks can be measured in monetary terms. The degree of geological research is relatively high, and the information is basically complete and reliable. These reports and relevant data basically meet the requirements for valuation using the discounted cash flow method. In accordance with the Basic Principles for Mining Rights Evaluation Technique (CMVS00001-2008) and the Criteria for Income Sources Assessment Methods (CMVS12100-2008), it is determined that the discounted cash flow method is adopted for this valuation, and the formula for its calculation is as follows:

$$
P = \sum_{t=1}^{n} (CI - CO)_t \cdot \frac{1}{(1+i)^t}
$$

Where:
P – Appraised value of mining rights;
CI – Annual cash inflow;
CO – Annual cash outflow;
(CI-CO)t – Annual net cash flow;
i – Discount rate;
t – Annual sequence number (i = 1, 2, 3, ..., n);
n – Years for assessment calculation.

(II) Assumptions for Valuation of Mining Rights

The appraised value referred to in the valuation report of mining rights is fair value opinions expressed based on the listed valuation purpose, the Valuation Reference Date and the following underlying assumptions:

Based on the approved and filed reserves of mineral resources within the scope of mining license, the mining license can be smoothly renewed.
Continuous operation based on the set production methods, production scale, product structure and development technology level.
It’s assumed that the production and sales of saleable coal will achieve a balance in future years.
VII-34 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

The relevant policies, laws and systems abided remain the same as status quo without significant changes, while the relevant social, political, economic environment, and development technologies and conditions followed are still as the status quo without significant changes. It's assumed that the holders of mining rights can maintain their high-tech enterprise certification.
No consideration on the impact of mortgages, guarantees, and other rights that may be assumed in the future, or any other restrictive factors on property rights, and the additional price that a special transaction party may pay, etc., on its assessed value.
There is no significant impact caused by other force majeure and unforeseen factors.
VII-35 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

(III) The Key Input Parameters for Valuation of Mining Rights and Determination of Their Value

No.	Name of mining rights	Evaluation of utilization of recoverable reserves (Ten kiloton)	Annual production capacity (Ten kiloton/year)	Recoverable life (years)	Sales unit price (RMB/ton)	Discount rate	Appraised value (RMB0'000)	Notes
1	Mining right of Gaojiabao Coal Mine	44,617.87	450.00	66.08	659.00	7.62%	103,846.02
2	Mining right of Shaozhai Coal Mine	10,674.13	240.00	32.95	610.00	7.62%	94,410.08
3	Mining right of Wuju Coal Mine	16,051.17	300.00	38.45	626.00	7.62%	198,811.04
4	Mining right of Yangjiaping Coal Mine	48,196.36	500.00	68.85	655.00	7.92%	186,638.72	Note 1
5	Mining right of Tingnan Coal Mine	8,852.19	450.00	14.08	623.00	7.62%	260,551.60
6	Mining right of Yangjiacun Coal Mine	23,314.48	600.00	20.19	332.00	7.62%	213,929.03
7	Mining right of Yongming Coal Mine	710.23	45.00	12.14	815.00	7.62%	46,305.68
8	Mining right of Daheng Coal Mine	5,009.67	360.00	11.58	441.00	7.62%	135,845.57
9	Mining right of Wangtian Coal Mine	3,340.25	180.00	13.25	662.00	7.62%	62,856.79
10	Mining right of Youfanghao Coal Mine	46,992.94	500.00	67.13	535.56	7.82%	546,511.29
11	Mining right of Bayangaole Coal Mine	54,409.22	800.00	85.24	546.00	7.62%	950,970.07
12	Mining right of Liuyuanzi Coal Mine	6,369.18	180.00	25.92	566.00	7.62%	80,668.49
13	Exploration of Mafuchuan Minefield (reserved)	55,769.04	800.00	71.13	651.00	8.07%	415,949.93
14	Exploration of Maojiachuan Minefield (reserved)	40,835.00	700.00	59.53	633.00	8.07%	218,599.85

Note 1: According to Article 86 of the Safety Regulations of Coal Mines, the mining depth (first level) of newly built non-protruding large and medium-sized mines shall not exceed 1,000 meters, and the mining depth of expanded large and medium-sized mines shall not exceed 1,200 meters. Yangjiaping Coal Mine has no risk of coal or gas outburst, and the mine is designed and

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

constructed with a depth of 1,000 meters or less. As advised by the Company, it is expected that resources buried at the depth of 1,000 to 1,200 meters can be applied for utilization in the later stage after Yangjiaping Mine is completed and put into operation. According to the “preliminary design”, the estimated recoverable reserves of resources buried at the depth of 1,000 to 1,200 meters within the mine field are 212.95 million tons, calculated according to the mine’s designed production capacity of 5 million tons per annum. As there are no relevant design data for the exploitation of resources at the depth of 1,000 to 1,200 meters at present, this valuation estimates the resource reserves at the depth of 1,000 to 1,200 meters with reference to the economic parameters of resources at the depth of 1,000 meters or less, with a valuation of approximately RMB226.0896 million.

Note 2: Except for Tianjun Energy, the approved production capacity data for mineral rights is based on the approved production capacity as of 30 November 2024. For Tianjun Energy, in accordance with Reply Letter on the Revision of the Overall Plan for the Shajingzi Mining Area (Gan Neng Han [2025] No. 30) (《關於沙井子礦區總體規劃修編情況的復函》(甘能函 [2025]30號)) of the Gansu Provincial Energy Bureau, the planned production capacity for the Mafuchuan Coal Mine is 8 million tons per annum (conventional capacity: 5.6 million tons per annum; reserve capacity: 2.4 million tons per annum), for the Maojiachuan Coal Mine is 7 million tons per annum (conventional capacity: 4.9 million tons per annum; reserve capacity: 2.1 million tons per annum), and for the Liuyuanzi Coal Mine is 1.8 million tons per annum. The revised draft of the plan is still pending approval from the NDRC.

The selection basis of the key parameters in the valuation of mining rights is as follows:

Resources: According to the Guiding Opinions on the Valuation of Mining Rights Using Mineral Resources Reserves (CMVS30300-2010), the resources in the valuation of mining rights are mainly determined according to the Geological Report or the 2023 Annual Reserves Report of each mine.
Recoverable reserves: According to the Guiding Opinions on the Valuation of Mining Rights Using Resource Reserves (CMVS30300-2008), the valuation using recoverable reserves is determined in the following ways.

Valuation using recoverable reserves = valuation using resource reserves – the designed loss – the mining loss = (valuation using resource reserves – the designed loss) × the mining recovery rate.

The service life of the mine: According to the Guiding Opinions on Determination of Mineral Rights Evaluation Parameters (CMVS30800-2008), the service life of the mine is calculated according to the following formula:

$$
T = \frac {Q}{A \times k}
$$

where:

T – Service life of the mine;

Q – Recoverable reserves;

A – production capacity of the mine;

K – reserve factor for reserves.

VII-37 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Mineral product pricing: In accordance with the relevant provisions of China's mineral rights valuation standards, in the valuation of mineral rights, the local price standard is generally used to determine the sales price of products taking into account product type, quality, and sales conditions, which can be determined by the average price of the three years prior to the Valuation Benchmark Date or after regression analysis; for large and medium-sized mines with significant fluctuations in product prices and long service life, the average price within the five years prior to the Valuation Benchmark Date can be assessed to determine the product price for valuation. The Valuation Benchmark Date is 30 November 2024, and the average price over a four-year period (from early 2020 to the end of November 2024) has been selected as the forecasted coal sales price, representing an approximate five-year average price level.
Costs and expenses: According to the China Mining Rights Appraisal and the Guiding Opinions on Determination of Mineral Rights Evaluation Parameters (CMVS30800-2008), the evaluation of mining rights of production mines can refer to the actual cost and expense accounting data of the mining enterprise. On the basis of a detailed analysis of the enterprise's accounting policy (assets, cost and expense recognition standards, measurement methods, etc.), it can be determined whether accounting statement information for one year can basically reflect the enterprise's future production and operation, or whether it can basically reflect the enterprise's future production and operation after proper adjustments. The costs and expenses for the evaluation of mining rights may be determined on the basis of the information in the accounting statements of the enterprise for one fiscal year in full. For non-production mines (e.g. exploration rights), the costs and expenses are determined on the basis of the mining and mineral resources development plan, the (pre)feasibility study report, the mining design documents as well as the relevant tax policy and regulation.
Discount rate: According to the Guiding Opinions on Determination of Mineral Rights Evaluation Parameters (CMVS30800-2008), discount rate = risk-free rate of return + risk premium.

The risk-free rate of return, i.e., the safe rate of return, can be selected from medium- to long-term national bonds issued by the government for five years prior to the Valuation Benchmark Date, and not yet matured as of the Valuation Benchmark Date, which match the service life calculated by the valuation. The arithmetic average of coupon interest rate can be used as the risk-free rate of return.

According to the Guiding Opinions on Determination of Mineral Rights Evaluation Parameters, risk-reward rate = exploration and development stage risk-reward rate + industry risk-reward rate + financial operation risk-reward rate.

VII-38 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

(IV) Table of Estimated Appraisal Value of Mineral Rights

Table of Estimated Appraisal Value of Mining Rights of
Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd.
Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08
I	Cash inflow (+)	19,484,175.81		24,842.13	292,305.55	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	327,311.30	290,441.07	290,441.07	290,668.24
1	Sales income	19,198,317.50		24,205.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
2	Recovery of salvage (residual) value of fixed assets	131,463.65										10,241.73			227.17
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment	154,394.66		637.06	1,864.48							26,628.50
II	Cash outflow (-)	16,272,619.14	609,552.34	23,848.07	241,212.52	220,216.04	220,201.01	219,947.89	213,316.13	214,464.63	217,322.45	446,511.88	216,153.48	213,286.72	213,337.95
1	Fixed assets investment	540,529.70	517,244.00	5,962.84	17,322.86
2	Intangible assets	18,469.30	18,469.30
3	Long-term deferred expenses	195,244.25	9,942.00		10,390.80	6,436.25	6,436.25	6,436.25		1,151.33	4,019.20	4,019.20	2,867.87
4	Renewal and renovation funds	1,410,257.54										231,463.09
5	Working capital	63,897.04	63,897.04
6	Operating cost	11,790,050.91		15,030.35	178,653.91	178,849.98	178,849.98	178,570.23	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21
7	Sales tax and surcharges	1,723,746.67		2,158.25	26,503.33	26,774.30	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	24,111.50	26,774.36	26,774.36	26,774.36
8	Enterprise income tax	530,423.73		696.62	8,341.62	8,155.51	8,140.41	8,167.05	8,201.55	8,198.72	8,188.68	8,577.89	8,171.04	8,172.15	8,223.38
III	Net cash flow	3,211,556.67	-609,552.34	994.06	51,093.04	70,225.03	70,240.06	70,493.18	77,124.94	75,976.44	73,118.62	-119,200.59	74,287.59	77,154.35	77,330.29
IV	Discount factor (r=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769	0.4431
V	Present value of net cash flow	103,846.02	-609,552.34	987.99	47,184.42	60,260.10	56,009.43	52,228.39	53,100.52	48,602.13	43,461.71	-65,834.48	38,124.39	36,794.91	34,265.05
VI	Appraised value of mining rights	103,846.02

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd. (1-2)
Mining right owner: Shaanxi Zhengtong Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2036	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049
		12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08	23.08	24.08	25.08
1	Cash inflow (+)	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	327,311.30	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
1	Sales income	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
2	Recovery of salvage (residual) value of fixed assets									10,241.73
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment									26,628.50
II	Cash outflow (-)	238,244.47	239,427.82	242,411.84	217,499.17	218,916.17	215,841.37	215,833.14	214,906.54	445,399.49	216,189.82	216,336.06	215,026.39	215,019.67	215,591.62
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses	24,900.20	26,156.20	29,222.93	4,322.73	5,756.67	2,689.93	2,689.93	1,768.87	3,071.97	3,071.97	3,228.97	1,925.87	1,925.87	2,506.77
4	Renewal and renovation funds									231,463.09
5	Working capital
6	Operating cost	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21
7	Sales tax and surcharges	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	24,111.50	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36
8	Enterprise income tax	8,229.70	8,157.04	8,074.34	8,061.87	8,044.94	8,036.87	8,028.63	8,023.10	8,412.73	8,003.28	7,992.52	7,985.95	7,979.24	7,970.28
III	Net cash flow	52,196.60	51,013.25	48,029.23	72,941.90	71,524.90	74,599.70	74,607.93	75,534.53	-118,088.20	74,251.25	74,105.01	75,414.68	75,421.40	74,849.45
IV	Discount factor (r=7.62%)	0.4117	0.3826	0.3555	0.3303	0.3069	0.2852	0.2650	0.2462	0.2288	0.2126	0.1976	0.1836	0.1706	0.1585
V	Present value of net cash flow	21,489.34	19,517.67	17,074.39	24,092.71	21,950.99	21,275.83	19,771.10	18,596.60	-27,018.58	15,785.82	14,643.15	13,846.13	12,866.89	11,863.64
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd. (1-3)
Mining right owner: Shaanxi Zhengtong Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2050	2051	2052	2053	2054	2055	2056	2057	2058	2059	2060	2061	2062	2063
		26.08	27.08	28.08	29.08	30.08	31.08	32.08	33.08	34.08	35.08	36.08	37.08	38.08	39.08
I	Cash inflow (+)	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	327,311.30	319,643.12	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
1	Sales income	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
2	Recovery of salvage (residual) value of fixed assets							10,241.73	10,451.42
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment							26,628.50	18,750.63
II	Cash outflow (-)	223,982.51	223,941.49	221,402.30	212,971.40	212,971.40	212,971.40	442,171.05	438,468.57	212,971.40	212,971.40	212,971.40	212,971.40	212,971.40	212,971.40
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses	10,937.67	10,937.67	8,430.90
4	Renewal and renovation funds							231,463.09	227,090.99
5	Working capital
6	Operating cost	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21
7	Sales tax and surcharges	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	24,111.50	24,899.28	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36
8	Enterprise income tax	7,930.27	7,889.25	7,856.82	7,856.82	7,856.82	7,856.82	8,256.25	8,138.09	7,856.82	7,856.82	7,856.82	7,856.82	7,856.82	7,856.82
III	Net cash flow	66,458.56	66,499.58	69,038.77	77,469.67	77,469.67	77,469.67	-114,859.75	-118,825.45	77,469.67	77,469.67	77,469.67	77,469.67	77,469.67	77,469.67
IV	Discount factor (r=7.62%)	0.1473	0.1368	0.1272	0.1182	0.1098	0.1020	0.0948	0.0881	0.0818	0.0760	0.0707	0.0657	0.0610	0.0567
V	Present value of net cash flow	9,789.35	9,097.14	8,781.73	9,156.92	8,506.17	7,901.91	-10,888.70	-10,468.52	6,337.02	5,887.70	5,477.11	5,089.76	4,725.65	4,392.53
VI	Appraised value of mining rights

APPENDIX VII

ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd. (1-4)
Mining right owner: Shaanxi Zhengtong Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2064	2065	2066	2067	2068	2069	2070	2071	2072	2073	2074	2075	2076
		40.08	41.08	42.08	43.08	44.08	45.08	46.08	47.08	48.08	49.08	50.08	51.08	52.08
I	Cash inflow (+)	290,441.07	290,441.07	290,441.07	290,441.07	327,311.30	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
1	Sales income	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07
2	Recovery of salvage (residual) value of fixed assets					10,241.73
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment					26,628.50
II	Cash outflow (-)	212,971.40	212,971.40	238,767.67	212,877.20	442,076.86	212,877.20	212,877.20	212,877.20	212,877.20	212,877.20	212,877.20	212,877.20	212,877.20
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds			25,851.12		231,463.09
5	Working capital
6	Operating cost	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21
7	Sales tax and surcharges	26,774.36	26,774.36	26,774.36	26,774.36	24,111.50	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36
8	Enterprise income tax	7,856.82	7,856.82	7,801.98	7,762.63	8,162.06	7,762.63	7,762.63	7,762.63	7,762.63	7,762.63	7,762.63	7,762.63	7,762.63
III	Net cash flow	77,469.67	77,469.67	51,673.40	77,563.87	-114,765.56	77,563.87	77,563.87	77,563.87	77,563.87	77,563.87	77,563.87	77,563.87	77,563.87
IV	Discount factor (r=7.62%)	0.0527	0.0489	0.0455	0.0423	0.0393	0.0365	0.0339	0.0315	0.0293	0.0272	0.0253	0.0235	0.0218
V	Present value of net cash flow	4,082.65	3,788.27	2,351.14	3,280.95	-4,510.29	2,831.08	2,629.42	2,443.26	2,272.62	2,109.74	1,962.37	1,822.75	1,690.89
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Changwu County Gaojiabao Coal Mine of Shaanxi Zhengtong Coal Industry Co., Ltd. (1-5)
Mining right owner: Shaanxi Zhengtong Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2077	2078	2079	2080	2081	2082	2083	2084	2085	2086	2087	2088	2089	2090
		53.08	54.08	55.08	56.08	57.08	58.08	59.08	60.08	61.08	62.08	63.08	64.08	65.08	66.08
I	Cash inflow (+)	290,441.07	290,441.07	290,441.07	327,311.30	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	365,019.29
1	Sales income	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	290,441.07	295,442.88
2	Recovery of salvage (residual) value of fixed assets				10,241.73										69,576.41
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment				26,628.50
II	Cash outflow (-)	212,877.20	212,877.20	212,877.20	442,076.86	212,877.20	212,877.20	212,877.20	212,877.20	212,877.20	207,706.63	207,706.63	207,706.63	207,706.63	211,292.80
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds				231,463.09
5	Working capital
6	Operating cost	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	178,340.21	181,343.44
7	Sales tax and surcharges	26,774.36	26,774.36	26,774.36	24,111.50	26,774.36	26,774.36	26,774.36	26,774.36	26,774.36	20,691.33	20,691.33	20,691.33	20,691.33	21,047.71
8	Enterprise income tax	7,762.63	7,762.63	7,762.63	8,162.06	7,762.63	7,762.63	7,762.63	7,762.63	7,762.63	8,675.09	8,675.09	8,675.09	8,675.09	8,901.66
III	Net cash flow	77,563.87	77,563.87	77,563.87	-114,765.56	77,563.87	77,563.87	77,563.87	77,563.87	77,563.87	82,734.44	82,734.44	82,734.44	82,734.44	153,726.49
IV	Discount factor (r=7.62%)	0.0203	0.0188	0.0175	0.0163	0.0151	0.0140	0.0131	0.0121	0.0113	0.0105	0.0097	0.0090	0.0084	0.0078
V	Present value of net cash flow	1,574.55	1,458.20	1,357.37	-1,870.68	1,171.21	1,085.89	1,016.09	938.52	876.47	868.71	802.52	744.61	694.97	1,199.07
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd. (1-1)
Mining right owner: Gansu Lingtai Shaozhai Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08
				92%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	4,791,268.54		11,377.21	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	158,369.97
1	Sales income	4,716,325.22		10,935.70	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20
2	Recovery of salvage (residual) value of fixed assets	21,034.45											4,225.49
3	Recovery of working capital	31,494.80
4	Recovery of input tax on offsetting	22,414.07		441.51									10,986.28
II	Cash outflow (-)	3,941,949.04	293,275.99	15,693.98	107,205.82	104,581.25	104,581.25	104,343.46	104,147.95	112,377.65	112,377.65	112,377.65	198,710.23
1	Fixed assets investment	246,237.04	246,237.04
2	Intangible assets	6,002.72	6,002.72
3	Long-term deferred expenses	19,966.00	12,166.00	7,800.00
4	Renewal and renovation funds	190,992.22											95,496.11
5	Working capital	31,494.80	28,870.24		2,624.57
6	Operating cost	2,984,107.24		6,824.33	90,154.30	90,154.30	90,154.30	89,874.55	89,644.53	99,326.53	99,326.53	99,326.53	89,644.53
7	Sales tax and surcharges	323,728.29		737.29	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	9,144.88
8	Enterprise income tax	139,420.74		332.36	4,183.45	4,183.45	4,183.45	4,225.41	4,259.92	2,807.62	2,807.62	2,807.62	4,424.71
III	Net cash flow	849,319.50	-293,275.99	-4,316.77	35,952.38	38,576.95	38,576.95	38,814.74	39,010.26	30,780.56	30,780.56	30,780.56	-40,340.26
IV	Discount factor (i=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132
V	Present value of net cash flow	94,410.08	-293,275.99	-4,290.44	33,202.03	33,102.88	30,761.26	28,757.84	26,858.56	19,690.32	18,295.96	17,000.10	-20,702.62
VI	Appraised value of mining rights	94,410.08

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd. (1-2)
Mining right owner: Gansu Lingtai Shaozhai Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2034	2035	2036	2037	2038	2039	2040	2041	2042	2043	2044	2045
		10.08	11.08	12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	143,158.20	143,158.20	143,222.05	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	158,369.97
1	Sales income	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20
2	Recovery of salvage (residual) value of fixed assets			63.85									4,225.49
3	Recovery of working capital
4	Recovery of input tax on offsetting												10,986.28
II	Cash outflow (-)	104,150.82	104,182.50	104,193.16	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	198,759.95
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds												95,496.11
5	Working capital
6	Operating cost	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53
7	Sales tax and surcharges	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	9,144.88
8	Enterprise income tax	4,262.79	4,294.47	4,305.13	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,474.43
III	Net cash flow	39,007.38	38,975.70	39,028.89	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	-40,389.98
IV	Discount factor (i=7.62%)	0.4769	0.4431	0.4117	0.3826	0.3555	0.3303	0.3069	0.2852	0.2650	0.2462	0.2288	0.2126
V	Present value of net cash flow	18,602.62	17,270.13	16,068.20	14,906.30	13,850.47	12,868.67	11,956.99	11,111.55	10,324.54	9,592.08	8,914.17	-8,586.91
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Shaozhai Coal Mine of Gansu Lingtai Shaozhai Coal Industry Co., Ltd. (1-3)
Mining right owner: Gansu Lingtai Shaozhai Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2046	2047	2048	2049	2050	2051	2052	2053	2054	2055	2056	November 2057
		22.08	23.08	24.08	25.08	26.08	27.08	28.08	29.08	30.08	31.08	32.08	32.95
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	168,341.49
1	Sales income	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	143,158.20	124,327.07
2	Recovery of salvage (residual) value of fixed assets												12,519.62
3	Recovery of working capital												31,494.80
4	Recovery of input tax on offsetting
II	Cash outflow (-)	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	104,197.66	102,189.87	102,189.87	102,189.87	102,189.87	89,265.35
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds
5	Working capital
6	Operating cost	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	89,644.53	77,852.62
7	Sales tax and surcharges	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	10,243.50	7,881.39	7,881.39	7,881.39	7,881.39	6,844.68
8	Enterprise income tax	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,309.63	4,663.95	4,663.95	4,663.95	4,663.95	4,568.05
III	Net cash flow	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	38,960.54	40,968.33	40,968.33	40,968.33	40,968.33	79,076.14
IV	Discount factor (i=7.62%)	0.1976	0.1836	0.1706	0.1585	0.1473	0.1368	0.1272	0.1182	0.1098	0.1020	0.0948	0.0889
V	Present value of net cash flow	7,698.60	7,153.16	6,646.67	6,175.25	5,738.89	5,329.80	4,955.78	4,842.46	4,498.32	4,178.77	3,883.80	7,029.87
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd. (1-1)
Mining right owner: Pingliang Wuju Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08
				57%	80%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	5,964,028.92		7,933.45	121,201.22	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08
1	Sales income	5,767,572.01		7,126.59	120,732.86	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08
2	Recovery of salvage (residual) value of fixed assets	114,301.01
3	Recovery of working capital	33,201.54
4	Recovery of input tax on offsetting	48,954.36		806.86	468.36
II	Cash outflow (-)	4,546,677.35	348,384.50	21,203.62	86,875.42	104,239.79	97,599.48	94,355.94	94,160.42	94,160.42	98,983.52	98,983.52	98,983.52	98,983.52
1	Fixed assets investment	312,248.22	301,062.49	11,185.74
2	Intangible assets	6,091.57	6,091.57
3	Long-term deferred expenses	28,056.24	22,416.24	5,640.00
4	Renewal and renovation funds	414,441.79
5	Working capital	33,201.54	18,814.20		7,747.03	6,640.31
6	Operating cost	2,912,406.41		3,582.80	65,214.27	79,916.93	79,916.93	76,100.99	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97
7	Sales tax and surcharges	405,252.81		441.34	8,797.01	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80
8	Enterprise income tax	434,978.77		353.74	5,117.12	6,627.75	6,627.75	7,200.14	7,234.65	7,234.65	12,057.74	12,057.74	12,057.75	12,057.75
III	Net cash flow	1,417,351.57	-348,384.50	-13,270.17	34,325.81	46,676.29	53,316.60	56,560.14	56,755.66	56,755.66	51,932.56	51,932.56	51,932.57	51,932.57
IV	Discount factor (i=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769
V	Present value of net cash flow	198,811.04	-348,384.50	-13,189.22	31,699.88	40,052.92	42,514.65	41,905.41	39,076.27	36,306.60	30,868.71	28,682.35	26,651.79	24,766.64
VI	Appraised value of mining rights	198,811.04

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd. (1-2)
Mining right owner: Pingliang Wuju Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2035	2036	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048
		11.08	12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08	23.08	24.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	150,916.08	172,807.13	151,030.79	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	172,807.13
1	Sales income	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08
2	Recovery of salvage (residual) value of fixed assets		6,112.71												6,112.71
3	Recovery of working capital
4	Recovery of input tax on offsetting		15,778.34	114.71											15,778.34
II	Cash outflow (-)	98,983.52	234,950.31	99,972.01	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	234,950.31
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds		137,150.17	997.09											137,150.17
5	Working capital
6	Operating cost	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97
7	Sales tax and surcharges	11,054.80	9,476.96	11,043.34	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	9,476.96
8	Enterprise income tax	12,057.75	12,452.21	12,060.61	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,452.21
III	Net cash flow	51,932.57	-62,143.18	51,058.78	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	-62,143.18
IV	Discount factor (i=7.62%)	0.4431	0.4117	0.3826	0.3555	0.3303	0.3069	0.2852	0.2650	0.2462	0.2288	0.2126	0.1976	0.1836	0.1706
V	Present value of net cash flow	23,011.32	-25,584.35	19,535.09	18,462.03	17,153.33	15,938.10	14,811.17	13,762.13	12,785.80	11,882.17	11,040.86	10,261.87	9,534.82	-10,601.63
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Wuju Coal Mine of Pingliang Wuju Coal Industry Co., Ltd. (1-3)
Mining right owner: Pingliang Wuju Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2049	2050	2051	2052	2053	2054	2055	2056	2057	2058	2059	2060	2061	2062	May 2063
		25.08	26.08	27.08	28.08	29.08	30.08	31.08	32.08	33.08	34.08	35.08	36.08	37.08	38.08	38.45
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	151,030.79	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	172,807.13	151,030.79	150,916.08	184,982.01
1	Sales income	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	150,916.08	55,817.59
2	Recovery of salvage (residual) value of fixed assets												6,112.71			95,962.88
3	Recovery of working capital															33,201.54
4	Recovery of input tax on offsetting	114.71											15,778.34	114.71
II	Cash outflow (-)	99,972.01	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	98,983.52	97,894.10	97,115.93	233,082.72	98,104.43	97,115.93	35,919.16
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds	997.09											137,150.17	997.09
5	Working capital
6	Operating cost	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	75,870.97	28,061.52
7	Sales tax and surcharges	11,043.34	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	11,054.80	9,602.24	8,564.69	6,986.85	8,553.23	8,564.69	3,167.73
8	Enterprise income tax	12,060.61	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,057.75	12,420.89	12,680.27	13,074.73	12,683.14	12,680.27	4,689.91
III	Net cash flow	51,058.78	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	51,932.57	53,021.99	53,800.15	-60,275.60	52,926.36	53,800.15	149,062.85
IV	Discount factor (i=7.62%)	0.1585	0.1473	0.1368	0.1272	0.1182	0.1098	0.1020	0.0948	0.0881	0.0818	0.0760	0.0707	0.0657	0.0610	0.0594
V	Present value of net cash flow	8,092.82	7,649.67	7,104.37	6,605.82	6,138.43	5,702.20	5,297.12	4,923.21	4,575.26	4,337.20	4,088.81	-4,261.48	3,477.26	3,281.81	8,854.33
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of
Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. (1-1)
Mining right owner: Pingmei Chang'an Energy Development Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Preparation - Infrastructure Period						Trial Operation - Production Period
				December 2024	2025	2026	2027	2028	January - April 2029	May - December 2029	2030	2031	2032
				0.08	1.08	2.08	3.08	4.08	4.42	5.08	6.08	7.08	8.08
										60%	60%	100%	100%
I	Cash inflow (+)	10,639,549.96								117,964.15	176,946.23	226,101.14	273,151.60
1	Sales income	10,159,037.76								105,702.26	158,553.39	202,598.81	264,255.65
2	Recovery of salvage (residual) value of fixed assets	251,649.35
3	Recovery of working capital	60,778.80
4	Recovery of input tax on offsetting	168,084.05								12,261.89	18,392.84	23,502.33	8,895.95
II	Cash outflow (-)	7,640,797.93	81,352.04		71,811.10	204,374.61	177,059.44	177,059.44	57,448.88	94,624.83	87,236.33	137,786.44	151,838.74
1	Fixed assets investment	676,675.66	30,375.79		71,811.10	172,346.63	172,346.63	172,346.63	57,448.88
2	Intangible assets	92,429.85	50,976.25			32,027.98	4,712.81	4,712.81
3	Renewal and renovation funds	912,962.07
4	Working capital	60,778.80								36,467.28		24,311.52
5	Operating cost	4,068,276.72								41,852.04	62,778.06	80,216.45	104,630.10
6	Sales tax and surcharges	820,300.67								7,483.72	11,225.58	14,344.00	20,885.18
7	Enterprise income tax	1,009,374.16								8,821.79	13,232.69	18,914.47	26,323.46
III	Net cash flow	2,998,752.04	-81,352.04		-71,811.10	-204,374.61	-177,059.44	-177,059.44	-57,448.88	23,339.32	89,709.90	88,314.70	121,312.87
IV	Discount factor (i=7.92%)		1.0000	0.9937	0.9207	0.8532	0.7906	0.7325	0.7142	0.6788	0.6290	0.5828	0.5400
V	Present value of net cash flow	164,029.76	-81,352.04		-66,116.48	-174,372.42	-139,983.19	-129,696.04	-41,029.99	15,842.73	56,427.53	51,469.81	65,508.95
VI	Appraised value of mining rights	164,029.76

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of
Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. (1-2)
Mining right owner: Pingmei Chang'an Energy Development Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2033	2034	2035	2036	2037	2038	2039	2040	2041	2042	2043	2044
		9.08	10.08	11.08	12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	308,375.90	268,611.26	264,255.65	264,255.65
1	Sales income	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65
2	Recovery of salvage (residual) value of fixed assets									13,465.52
3	Recovery of working capital
4	Recovery of input tax on offsetting									30,654.73	4,355.61
II	Cash outflow (-)	152,505.94	152,505.94	152,505.94	152,505.94	152,505.94	152,578.40	153,053.82	153,171.64	455,193.22	152,844.97	153,171.64	153,171.64
1	Fixed assets investment
2	Intangible assets
3	Renewal and renovation funds									304,320.69
4	Working capital
5	Operating cost	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10
6	Sales tax and surcharges	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	18,709.30	21,339.22	21,774.78	21,774.78
7	Enterprise income tax	26,101.06	26,101.06	26,101.06	26,101.06	26,101.06	26,173.52	26,648.94	26,766.76	27,533.13	26,875.65	26,766.76	26,766.76
III	Net cash flow	111,749.72	111,749.72	111,749.72	111,749.72	111,749.72	111,677.25	111,201.83	111,084.01	-146,817.32	115,766.29	111,084.01	111,084.01
IV	Discount factor (i=7.92%)	0.5004	0.4637	0.4297	0.3981	0.3689	0.3418	0.3167	0.2935	0.2720	0.2520	0.2335	0.2164
V	Present value of net cash flow	55,919.56	51,818.34	48,018.85	44,487.56	41,224.47	38,171.28	35,217.62	32,603.16	-39,934.31	29,173.10	25,938.12	24,038.58
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of
Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. (1-3)
Mining right owner: Pingmei Chang'an Energy Development Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2045	2046	2047	2048	2049	2050	2051	2052	2053	2054	2055	2056
		21.08	22.08	23.08	24.08	25.08	26.08	27.08	28.08	29.08	30.08	31.08	32.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	308,375.90	268,611.26	264,255.65	264,255.65
1	Sales income	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65
2	Recovery of salvage (residual) value of fixed assets									13,465.52
3	Recovery of working capital
4	Recovery of input tax on offsetting									30,654.73	4,355.61
II	Cash outflow (-)	153,171.64	153,171.64	153,171.64	160,171.56	160,171.56	160,171.56	153,171.64	153,171.64	455,193.22	152,844.97	153,171.64	153,171.64
1	Fixed assets investment
2	Intangible assets
3	Renewal and renovation funds									304,320.69
4	Working capital
5	Operating cost	104,630.10	104,630.10	104,630.10	113,963.32	113,963.32	113,963.32	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10	104,630.10
6	Sales tax and surcharges	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	18,709.30	21,339.22	21,774.78	21,774.78
7	Enterprise income tax	26,766.76	26,766.76	26,766.76	24,433.46	24,433.46	24,433.46	26,766.76	26,766.76	27,533.13	26,875.65	26,766.76	26,766.76
III	Net cash flow	111,084.01	111,084.01	111,084.01	104,084.10	104,084.10	104,084.10	111,084.01	111,084.01	-146,817.32	115,766.29	111,084.01	111,084.01
IV	Discount factor (i=7.92%)	0.2005	0.1858	0.1721	0.1595	0.1478	0.1370	0.1269	0.1176	0.1090	0.1010	0.0936	0.0867
V	Present value of net cash flow	22,272.34	20,639.41	19,117.56	16,601.41	15,383.63	14,259.52	14,096.56	13,063.48	-16,003.09	11,692.40	10,397.46	9,630.98
VI	Appraised value of mining rights

VII-52 -

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of
Changwu County Yangjiaping Coal Mine of Pingmei Chang'an Energy Development Co., Ltd. (1-4)
Mining right owner: Pingmei Chang'an Energy Development Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2057	2058	2059	2060	2061	2062	2063	2064	2065	2066	2067	January - September 2068
		33.08	34.08	35.08	36.08	37.08	38.08	39.08	40.08	41.08	42.08	43.08	43.76
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	308,375.90	268,611.26	264,255.65	451,011.50
1	Sales income	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	264,255.65	178,979.90
2	Recovery of salvage (residual) value of fixed assets									13,465.52			211,252.80
3	Recovery of working capital												60,778.80
4	Recovery of input tax on offsetting									30,654.73	4,355.61
II	Cash outflow (-)	153,171.64	153,171.64	153,171.64	157,641.88	157,641.88	157,641.88	153,171.64	153,171.64	455,193.22	152,844.97	153,171.64	103,743.00
1	Fixed assets investment
2	Intangible assets
3	Renewal and renovation funds									304,320.69
4	Working capital
5	Operating cost	104,630.10	104,630.10	104,630.10	110,590.42	110,590.42	110,590.42	104,630.10	104,630.10	104,630.10	104,630.10	70,865.96
6	Sales tax and surcharges	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	21,774.78	18,709.30	21,339.22	21,774.78	14,748.01
7	Enterprise income tax	26,766.76	26,766.76	26,766.76	25,276.68	25,276.68	25,276.68	26,766.76	26,766.76	27,533.13	26,875.65	26,766.76	18,129.03
III	Net cash flow	111,084.01	111,084.01	111,084.01	106,613.77	106,613.77	106,613.77	111,084.01	111,084.01	-146,817.32	115,766.29	111,084.01	347,268.50
IV	Discount factor (i=7.92%)	0.0803	0.0744	0.0690	0.0639	0.0592	0.0549	0.0508	0.0471	0.0437	0.0405	0.0375	0.0356
V	Present value of net cash flow	8,920.05	8,264.65	7,664.80	6,812.62	6,311.54	5,853.10	5,643.07	5,232.06	-6,415.92	4,688.53	4,165.65	12,362.76
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Changwu County Tingnan Coal Mine of Shaanxi Changwu Tingnan Coal Industry Co., Ltd. (1-1)
Mining right owner: Shaanxi Changwu Tingnan Coal Industry Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036	2037	2038
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08	12.08	13.08	14.08
1	Cash inflow (+)	4,071,982.48		22,969.50	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,748.63	306,247.04	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	442,610.78
1	Sales income	3,862,020.61		22,907.71	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	274,855.14	265,996.08
2	Recovery of salvage (residual) value of fixed assets	126,760.03									1,893.49	8,719.97						116,146.57
3	Recovery of working capital	60,468.13																60,468.13
4	Recovery of input tax on offsetting real estate and equipment	22,733.71		61.79								22,671.92
II	Cash outflow (-)	3,348,827.16	336,400.45	17,781.71	202,271.94	202,249.51	202,249.51	202,011.72	201,816.20	201,816.20	202,006.99	397,410.13	202,265.91	197,361.02	197,375.06	197,375.06	197,375.06	191,060.67
1	Fixed assets investment	267,039.27	266,290.98	748.29
2	Intangible assets	9,523.19	9,523.19
3	Long-term deferred expenses	118.16	118.16
4	Renewal and renovation funds	197,071.34										197,071.34
5	Working capital	60,468.13	60,468.13
6	Operating cost	2,392,966.35		14,444.73	170,760.64	170,651.80	170,651.80	170,372.05	170,142.03	170,142.03	170,142.03	170,142.03	170,142.03	170,142.03	170,142.03	170,142.03	170,142.03	164,807.05
7	Sales tax and surcharges	302,590.30		1,963.74	23,661.50	23,743.95	23,743.95	23,743.95	23,743.95	23,743.95	23,743.95	21,476.75	23,743.95	17,971.99	17,971.99	17,971.99	17,971.99	17,392.72
8	Enterprise income tax	119,050.43		624.96	7,849.80	7,853.76	7,853.76	7,895.72	7,930.23	7,930.23	8,121.01	8,720.01	8,379.93	9,247.00	9,261.04	9,261.04	9,261.04	8,860.90
III	Net cash flow	723,155.31	-336,400.45	5,187.78	72,583.20	72,605.63	72,605.63	72,843.42	73,038.94	73,038.94	74,741.64	-91,163.10	72,589.23	77,494.12	77,480.08	77,480.08	77,480.08	251,550.11
IV	Discount factor (n=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769	0.4431	0.4117	0.3826	0.3555
V	Present value of net cash flow	260,551.60	-336,400.45	5,156.14	67,030.58	62,302.89	57,895.73	53,969.69	50,287.31	46,723.01	44,426.43	-50,349.38	37,252.79	36,956.95	34,331.42	31,898.55	29,643.88	89,426.06
VI	Appraised value of mining rights	260,551.60

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd. (1-1)
Mining right owner: Inner Mongolia Shuangxin Mining Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Underground Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08
I	Cash inflow (+)	6,469,708.92		16,181.68	194,558.07	194,180.16	194,180.16	194,180.16	194,180.16	214,792.26	195,661.98	194,180.16	194,180.16	194,180.16
1	Sales income	6,198,853.13		16,181.68	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16
2	Recovery of salvage (residual) value of fixed assets and intangible assets	154,922.22								5,725.58	1,481.82
3	Recovery of working capital	65,819.64
4	Recovery of input tax on offsetting real estate and equipment	50,113.93			377.91					14,886.52
II	Cash outflow (-)	5,649,184.85	279,791.03	13,213.28	147,830.46	154,169.90	137,127.40	136,889.61	136,694.10	264,763.66	136,893.18	137,046.03	137,046.03	137,047.64
1	Fixed assets investment	332,359.63	214,558.66	2,327.73	2,169.57
2	Intangible assets and long-term deferred expenses	32,396.29	22,512.74
3	Renewal and renovation funds	344,131.44								129,398.17
4	Working capital	65,819.64	42,719.64
5	Operating cost	4,078,372.87		8,518.50	119,481.46	129,393.46	109,343.46	109,063.71	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69
6	Sales tax and surcharges	662,934.02		1,787.40	21,444.69	21,347.95	21,347.95	21,347.95	21,347.95	19,784.87	21,347.95	21,347.95	21,347.95	21,347.95
7	Enterprise income tax	133,170.96		579.66	4,734.74	3,428.50	6,436.00	6,477.96	6,512.46	6,746.92	6,711.55	6,864.40	6,864.40	6,866.01
III	Net cash flow	820,524.07	-279,791.03	2,968.40	46,727.61	40,010.26	57,052.76	57,290.55	57,486.06	-49,971.40	58,768.80	57,134.13	57,134.13	57,132.52
IV	Discount factor (r=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769
V	Present value of net cash flow	213,929.03	-279,791.03	2,950.29	43,152.95	34,332.80	45,493.87	42,446.57	39,579.15	-31,966.70	34,932.17	31,555.18	29,321.24	27,246.50
VI	Appraised value of mining rights	213,929.03

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Yangjiacun Coal Mine of Inner Mongolia Shuangxin Mining Co., Ltd. (1-2)
Mining right owner: Inner Mongolia Shuangxin Mining Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Underground Production Period
		2035	2036	2037	2038	2039	2040	2041	2042	2043	2044	January - February 2045
		11.08	12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	20.19
I	Cash inflow (+)	194,180.16	194,180.16	194,264.17	194,180.16	194,180.16	194,180.16	194,180.16	220,274.22	188,698.19	194,180.16	179,089.21
1	Sales income	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	194,180.16	21,041.41
2	Recovery of salvage (residual) value of fixed assets and intangible assets			23.34					5,725.58			115,328.16
3	Recovery of working capital											42,719.64
4	Recovery of input tax on offsetting real estate and equipment			60.67					20,368.48	-5,481.97
II	Cash outflow (-)	137,065.35	137,065.35	137,587.34	137,065.35	137,065.35	137,065.35	137,065.35	264,645.64	137,554.62	137,065.35	14,852.44
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds			527.39					129,398.17
4	Working capital
5	Operating cost	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	108,833.69	11,793.25
6	Sales tax and surcharges	21,347.95	21,347.95	21,341.58	21,347.95	21,347.95	21,347.95	21,347.95	19,209.26	21,923.55	21,347.95	2,313.28
7	Enterprise income tax	6,883.72	6,883.72	6,884.67	6,883.72	6,883.72	6,883.72	6,883.72	7,204.52	6,797.38	6,883.72	745.92
III	Net cash flow	57,114.81	57,114.81	56,676.83	57,114.81	57,114.81	57,114.81	57,114.81	-44,371.42	51,143.57	57,114.81	164,236.76
IV	Discount factor (r=7.62%)	0.4431	0.4117	0.3826	0.3555	0.3303	0.3069	0.2852	0.2650	0.2462	0.2288	0.2270
V	Present value of net cash flow	25,307.57	23,514.17	21,684.56	20,304.31	18,865.02	17,528.53	16,289.14	-11,758.43	12,591.55	13,067.87	37,281.75
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of
Zichang County Yongming Coal Mine of Shaanxi Yongming Coal Mine Co., Ltd.
Valuation Benchmark Date: 30 November 2024
Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036	January 2037
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08	12.08	12.14
1	Cash inflow (+)	506,177.44		3,056.25	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	39,825.71	36,675.00	36,697.56	36,675.00	36,675.00	59,847.92
1	Sales income	479,831.25		3,056.25	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00	36,675.00
2	Recovery of salvage (residual) value of fixed assets	16,002.18										875.20		22.56			15,104.42
3	Recovery of working capital	8,068.50															8,068.50
4	Recovery of input tax on offsetting real estate and equipment	2,275.51										2,275.51
II	Cash outflow (-)	401,743.25	36,889.35	2,521.94	26,796.83	26,787.66	26,787.66	26,728.22	26,679.34	26,679.34	26,679.34	45,517.20	25,931.33	25,932.68	25,937.46	25,937.46	25,937.46
1	Fixed assets investment	25,636.65	25,328.43	308.22
2	Intangible assets	1,663.80	1,663.80
3	Long-term deferred expenses	1,828.61	1,828.61
4	Renewal and renovation funds	19,779.45										19,779.45
5	Working capital	8,068.50	8,068.50
6	Operating cost	289,603.26		1,849.67	22,248.61	22,226.82	22,226.82	22,156.89	22,099.38	22,099.38	22,099.38	22,099.38	22,099.38	22,099.38	22,099.38	22,099.38	22,099.38
7	Sales tax and surcharges	40,832.25		294.11	3,531.91	3,542.91	3,542.91	3,542.91	3,542.91	3,542.91	3,542.91	2,435.17	2,662.71	2,662.71	2,662.71	2,662.71	2,662.71
8	Enterprise income tax	14,330.73		69.94	1,016.31	1,017.92	1,017.92	1,028.41	1,037.04	1,037.04	1,037.04	1,203.20	1,169.23	1,170.59	1,175.36	1,175.36	1,175.36
III	Net cash flow	104,434.19	-36,889.35	534.31	9,878.17	9,887.34	9,887.34	9,946.78	9,995.66	9,995.66	9,995.66	-5,691.50	10,743.67	10,764.88	10,737.54	10,737.54	33,910.46
IV	Discount factor (r=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769	0.4431	0.4117	0.4100
V	Present value of net cash flow	46,305.68	-36,889.35	531.05	9,122.49	8,484.33	7,884.17	7,369.57	6,882.02	6,394.23	5,941.42	-3,143.41	5,513.65	5,133.77	4,757.80	4,420.65	13,903.29
VI	Appraised value of mining rights	46,305.68

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.
Mining right owner: Shanxi Shuozhou Pinglu District Longkuang Daheng Coal Industry Co., Ltd.
Valuation Benchmark Date: 30 November 2024
Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	June 2036
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08	11.58
				100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	200%	100%
I	Cash inflow (+)	1,644,376.52		12,949.01	155,707.36	155,388.12	135,187.66	129,490.10	129,490.10	129,490.10	141,707.59	129,490.10	129,490.10	129,490.10	129,507.18	136,989.03
1	Sales income	1,544,529.86		12,949.01	155,388.12	155,388.12	129,490.10	129,490.10	129,490.10	129,490.10	129,490.10	129,490.10	129,490.10	129,490.10	129,490.10	55,393.74
2	Recovery of salvage (residual) value of fixed assets	56,518.29									3,393.75				17.08	53,107.46
3	Recovery of working capital	34,185.39					5,697.56									28,487.82
4	Recovery of input tax on offsetting	9,142.99			319.25						8,823.74
II	Cash outflow (-)	1,347,197.92	131,809.39	9,409.42	119,865.62	110,082.76	96,704.76	96,494.95	96,322.44	96,322.44	170,915.92	94,574.32	94,574.32	94,594.78	94,820.32	40,706.49
1	Fixed assets investment	87,803.19	87,803.19
2	Intangible assets	4,189.33	17.74		4,171.59
3	Long-term deferred expenses	15,443.08	9,803.08		5,640.00
4	Renewal and renovation funds	76,698.70									76,698.70
5	Working capital	34,185.39	34,185.39
6	Operating cost	880,686.27		7,125.19	81,981.66	81,981.66	75,663.08	75,383.33	75,153.31	75,153.31	75,153.31	75,153.31	75,153.31	75,153.31	75,153.31	32,478.18
7	Sales tax and surcharges	166,264.08		1,504.23	18,036.97	18,075.28	15,037.99	15,037.99	15,037.99	15,037.99	12,231.03	12,707.17	12,707.17	12,707.17	12,707.17	5,435.93
8	Enterprise income tax	81,927.89		780.01	10,035.40	10,025.82	6,003.69	6,073.63	6,131.14	6,131.14	6,832.88	6,713.84	6,713.84	6,734.30	6,959.84	2,792.37
III	Net cash flow	297,178.60	-131,809.39	3,539.59	35,841.74	45,305.35	38,482.90	32,995.15	33,167.66	33,167.66	-29,208.33	34,915.78	34,915.78	34,895.32	34,686.86	96,282.54
IV	Discount factor (i=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769	0.4431	0.4271
V	Present value of net cash flow	135,845.57	-131,809.39	3,518.00	33,099.85	38,876.52	30,686.26	24,446.11	22,835.94	21,217.35	-17,361.43	19,283.98	17,918.78	16,641.58	15,369.75	41,122.27
VI	Appraised value of mining rights	135,845.57

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.
Valuation Benchmark Date: 30 November 2024
Unit: RMB0'000
Mining right owner: Shanxi Xinzhou Shenda Wangtian Coal Industry Co., Ltd.

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036	2037	March 2038
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08	12.08	13.08	13.25
				100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	200%	100%
1	Cash inflow (+)	1,391,702.41		8,453.41	101,460.70	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	58,713.70
1	Sales income	1,344,594.15		8,453.41	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	101,440.91	17,408.94
2	Recovery of salvage (residual) value of fixed assets	20,592.68									1,604.92							18,987.76
3	Recovery of working capital	22,317.00																22,317.00
4	Recovery of input tax on offsetting	4,198.58			25.79						4,172.79
II	Cash outflow (-)	1,198,296.33	107,573.76	6,627.07	89,470.96	82,077.99	81,629.61	79,109.80	78,937.29	78,937.29	115,020.68	78,970.19	77,087.20	76,966.10	77,517.02	77,517.02	77,517.02	13,337.35
1	Fixed assets investment	56,346.38	56,122.18		224.20
2	Intangible assets	7,167.71	1.71		7,166.00
3	Long-term deferred expenses	29,132.87	29,132.87
4	Renewal and renovation funds	36,271.17									36,271.17
5	Working capital	22,317.00	22,317.00
6	Operating cost	862,340.34		5,394.50	68,323.62	68,323.62	67,723.62	64,363.87	64,133.85	64,133.85	64,133.85	64,133.85	64,133.85	64,133.85	64,133.85	64,133.85	64,133.85	11,006.42
7	Sales tax and surcharges	128,269.75		895.48	10,744.16	10,745.71	10,747.87	10,747.87	10,747.87	10,747.87	10,497.50	10,747.87	8,237.21	8,008.97	8,008.97	8,008.97	8,008.97	1,374.46
8	Enterprise income tax	56,451.11		337.09	3,012.98	3,008.66	3,158.12	3,998.06	4,055.56	4,055.56	4,118.16	4,088.47	4,716.13	4,823.28	5,374.19	5,374.19	5,374.19	956.47
III	Net cash flow	193,406.08	-107,573.76	1,826.34	11,995.75	19,362.92	19,811.29	22,331.11	22,503.62	22,503.62	-7,802.06	22,470.72	24,353.71	24,474.81	23,923.89	23,923.89	23,923.89	45,376.35
IV	Discount factor (i=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769	0.4431	0.4117	0.3826	0.3778
V	Present value of net cash flow	62,856.79	-107,573.76	1,815.19	11,078.07	16,615.32	15,797.53	16,545.12	15,493.74	14,395.57	-4,637.55	12,410.58	12,498.32	11,672.04	10,600.68	9,849.47	9,153.28	17,143.19
VI	Appraised value of mining rights	62,856.79

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. (1-1)
Mining right owner: Hangjinqi Juneng Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Infrastructure Period				Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08
								100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	16,187,098.23						263,733.20	242,599.58	236,609.75	236,609.75	236,609.75	236,609.75
1	Sales income	15,884,269.02						236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75
2	Recovery of salvage (residual) value of fixed assets	120,667.27
3	Recovery of working capital	52,054.15
4	Recovery of input tax on offsetting	130,107.79						27,123.45	5,989.83
II	Cash outflow (-)	10,218,365.63	119,992.90	9,232.52	121,129.58	111,390.29	111,390.29	182,513.07	131,871.43	133,213.16	133,213.16	133,213.16	132,081.34
1	Fixed assets investment	407,503.99	65,900.59	9,232.52	110,790.29	110,790.29	110,790.29
2	Intangible assets	80,014.25	54,092.30		10,339.30	600.00	600.00
3	Renewal and renovation funds	863,423.01
4	Working capital	52,054.15						52,054.15
5	Operating cost	5,294,686.07						79,855.50	79,625.48	80,815.48	80,815.48	80,815.48	79,306.39
6	Sales tax and surcharges	1,566,718.28						21,294.88	23,408.24	24,007.22	24,007.22	24,007.22	24,007.22
7	Enterprise income tax	1,953,965.89						29,308.54	28,837.71	28,390.46	28,390.46	28,390.46	28,767.73
III	Net cash flow	5,968,732.60	-119,992.90	-9,232.52	-121,129.58	-111,390.29	-111,390.29	81,220.14	110,728.16	103,396.59	103,396.59	103,396.59	104,528.41
IV	Discount factor (i=7.82%)		1.0000	0.9937	0.9217	0.8548	0.7928	0.7353	0.6820	0.6325	0.5867	0.5441	0.5046
V	Present value of net cash flow	546,511.29	-119,992.90	-9,174.36	-111,645.14	-95,216.42	-88,310.22	59,721.17	75,516.60	65,398.34	60,662.78	56,258.08	52,745.03
VI	Appraised value of mining rights	546,511.29

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. (1-2)
Mining right owner: Hangjinqi Juneng Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2034	2035	2036	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046
		10.08	11.08	12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
1	Cash inflow (+)	236,609.75	237,752.80	236,609.75	236,609.75	236,609.75	243,296.22	253,994.57	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75
1	Sales income	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75
2	Recovery of salvage (residual) value of fixed assets		317.51				6,686.47
3	Recovery of working capital
4	Recovery of input tax on offsetting		825.54					17,384.82
II	Cash outflow (-)	132,081.34	139,195.26	132,081.34	132,081.34	132,194.95	132,194.95	282,005.31	132,194.95	132,194.95	131,633.27	131,633.27	131,633.27	131,633.27
1	Fixed assets investment
2	Intangible assets
3	Renewal and renovation funds		7,175.83					151,114.22
4	Working capital
5	Operating cost	79,306.39	79,306.39	79,306.39	79,306.39	79,306.39	79,306.39	79,306.39	79,306.39	79,306.39	78,557.48	78,557.48	78,557.48	78,557.48
6	Sales tax and surcharges	24,007.22	23,924.68	24,007.22	24,007.22	24,007.22	22,268.74	24,007.22	24,007.22	24,007.22	24,007.22	24,007.22	24,007.22	24,007.22
7	Enterprise income tax	28,767.73	28,788.37	28,767.73	28,767.73	28,881.34	28,881.34	29,315.96	28,881.34	28,881.34	29,068.57	29,068.57	29,068.57	29,068.57
III	Net cash flow	104,528.41	98,557.54	104,528.41	104,528.41	104,414.80	111,101.27	-28,010.74	104,414.80	104,414.80	104,976.49	104,976.49	104,976.49	104,976.49
IV	Discount factor (i=7.82%)	0.4680	0.4341	0.4026	0.3734	0.3463	0.3212	0.2979	0.2763	0.2563	0.2377	0.2204	0.2045	0.1896
V	Present value of net cash flow	48,919.30	42,783.83	42,083.14	39,030.91	36,158.85	35,685.73	-8,344.40	28,849.81	26,761.51	24,819.40	23,136.82	21,467.69	19,903.54
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. (1-3)
Mining right owner: Hangjinqi Juneng Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2047	2048	2049	2050	2051	2052	2053	2054	2055	2056	2057	2058	2059
		23.08	24.08	25.08	26.08	27.08	28.08	29.08	30.08	31.08	32.08	33.08	34.08	35.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
1	Cash inflow (+)	237,752.80	236,609.75	236,609.75	236,609.75	243,296.22	253,994.57	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	237,752.80
1	Sales income	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75
2	Recovery of salvage (residual) value of fixed assets	317.51				6,686.47								317.51
3	Recovery of working capital
4	Recovery of input tax on offsetting	825.54					17,384.82							825.54
II	Cash outflow (-)	138,747.19	131,633.27	131,633.27	131,633.27	131,633.27	281,443.63	131,633.27	131,723.27	131,723.27	131,723.27	131,723.27	131,723.27	138,837.19
1	Fixed assets investment
2	Intangible assets
3	Renewal and renovation funds	7,175.83					151,114.22							7,175.83
4	Working capital
5	Operating cost	78,557.48	78,557.48	78,557.48	78,557.48	78,557.48	78,557.48	78,677.48	78,677.48	78,677.48	78,677.48	78,677.48	78,677.48	78,677.48
6	Sales tax and surcharges	23,924.68	24,007.22	24,007.22	24,007.22	24,007.22	22,268.74	24,007.22	24,007.22	24,007.22	24,007.22	24,007.22	24,007.22	23,924.68
7	Enterprise income tax	29,089.20	29,068.57	29,068.57	29,068.57	29,068.57	29,503.19	29,068.57	29,038.57	29,038.57	29,038.57	29,038.57	29,038.57	29,059.20
III	Net cash flow	99,005.62	104,976.49	104,976.49	104,976.49	111,662.96	-27,449.06	104,976.49	104,886.49	104,886.49	104,886.49	104,886.49	104,886.49	98,915.62
IV	Discount factor (i=7.82%)	0.1759	0.1631	0.1513	0.1403	0.1301	0.1207	0.1119	0.1038	0.0963	0.0893	0.0828	0.0768	0.0713
V	Present value of net cash flow	17,415.09	17,121.66	15,882.94	14,728.20	14,527.35	-3,313.10	11,746.87	10,887.22	10,100.57	9,366.36	8,684.60	8,055.28	7,052.68
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. (1-4)
Mining right owner: Hangjinqi Juneng Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2060	2061	2062	2063	2064	2065	2066	2067	2068	2069	2070	2071
		36.08	37.08	38.08	39.08	40.08	41.08	42.08	43.08	44.08	45.08	46.08	47.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
1	Cash inflow (+)	236,609.75	236,609.75	236,609.75	243,296.22	253,994.57	236,609.75	236,609.75	239,911.25	242,552.46	236,609.75	236,609.75	237,752.80
1	Sales income	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75
2	Recovery of salvage (residual) value of fixed assets				6,686.47				3,301.50				317.51
3	Recovery of working capital
4	Recovery of input tax on offsetting					17,384.82				5,942.71			825.54
II	Cash outflow (-)	131,723.27	131,723.27	131,723.27	131,723.27	282,744.13	132,933.77	132,933.77	132,933.77	204,460.83	132,933.77	132,933.77	140,047.69
1	Fixed assets investment
2	Intangible assets
3	Renewal and renovation funds					151,114.22				71,972.76			7,175.83
4	Working capital
5	Operating cost	78,677.48	78,677.48	78,677.48	78,677.48	80,291.48	80,291.48	80,291.48	80,291.48	80,291.48	80,291.48	80,291.48	80,291.48
6	Sales tax and surcharges	24,007.22	24,007.22	24,007.22	24,007.22	22,268.74	24,007.22	24,007.22	24,007.22	23,412.96	24,007.22	24,007.22	23,924.68
7	Enterprise income tax	29,038.57	29,038.57	29,038.57	29,038.57	29,069.69	28,635.07	28,635.07	28,635.07	28,783.63	28,635.07	28,635.07	28,655.70
III	Net cash flow	104,886.49	104,886.49	104,886.49	111,572.96	-28,749.56	103,675.99	103,675.99	106,977.49	38,091.62	103,675.99	103,675.99	97,705.12
IV	Discount factor (i=7.82%)	0.0661	0.0613	0.0568	0.0527	0.0489	0.0454	0.0421	0.0390	0.0362	0.0336	0.0311	0.0289
V	Present value of net cash flow	6,933.00	6,429.54	5,957.55	5,879.89	-1,405.85	4,706.89	4,364.76	4,172.12	1,378.92	3,483.51	3,224.32	2,823.68
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Youfanghao Coal Mine of Hangjinqi Juneng Energy Co., Ltd. (1-5)
Mining right owner: Hangjinqi Juneng Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2072	2073	2074	2075	2076	2077	2078	2079	2080	2081	2082	2083
		48.08	49.08	50.08	51.08	52.08	53.08	54.08	55.08	56.08	57.08	58.08	59.08
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
1	Cash inflow (+)	236,609.75	236,609.75	236,609.75	243,296.22	253,994.57	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	237,752.80
1	Sales income	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75	236,609.75
2	Recovery of salvage (residual) value of fixed assets				6,686.47								317.51
3	Recovery of working capital
4	Recovery of input tax on offsetting					17,384.82							825.54
II	Cash outflow (-)	132,933.77	132,933.77	131,016.77	131,016.77	280,827.13	131,016.77	145,261.46	130,878.81	130,878.81	130,878.81	137,992.73
1	Fixed assets investment
2	Intangible assets							14,382.65
3	Renewal and renovation funds					151,114.22							7,175.83
4	Working capital
5	Operating cost	80,291.48	80,291.48	77,735.48	77,735.48	77,735.48	77,735.48	77,735.48	77,735.48	77,735.48	77,735.48	77,735.48
6	Sales tax and surcharges	24,007.22	24,007.22	24,007.22	24,007.22	22,268.74	24,007.22	24,007.22	24,007.22	24,007.22	24,007.22	23,924.68
7	Enterprise income tax	28,635.07	28,635.07	29,274.07	29,274.07	29,708.69	29,274.07	29,136.11	29,136.11	29,136.11	29,136.11	29,156.74
III	Net cash flow	103,675.99	103,675.99	105,592.99	112,279.46	-26,832.56	105,592.99	91,348.29	105,730.94	105,730.94	105,730.94	99,760.07
IV	Discount factor (i=7.82%)	0.0268	0.0248	0.0230	0.0214	0.0198	0.0184	0.0170	0.0158	0.0147	0.0136	0.0126	0.0117
V	Present value of net cash flow	2,778.52	2,571.16	2,428.64	2,402.78	-531.28	1,942.91	1,552.92	1,670.55	1,554.24	1,437.94	1,332.21	1,167.19
VI	Appraised value of mining rights

الخارجية. وقدْ كان من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-1)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08
1	Cash inflow (+)	23,003,801.68		34,426.83	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	476,385.27	430,335.36	430,869.86	430,335.36
1	Sales income	22,513,665.52		34,426.83	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36
2	Recovery of salvage (residual) value of fixed assets and intangible assets	207,049.19								12,791.64		534.50
3	Recovery of working capital	132,641.04
4	Recovery of input tax on offsetting real estate and equipment	150,445.94								33,258.26
II	Cash outflow (-)	18,654,792.24	625,588.40	21,777.35	275,335.68	275,335.68	275,335.68	277,155.42	276,959.91	563,082.67	276,959.91	277,056.60	277,086.85
1	Fixed assets investment	468,733.24	468,733.24
2	Intangible assets and long-term deferred expenses	62,181.38	62,181.38
3	Renewal and renovation funds	1,778,098.04								289,091.07
4	Working capital	132,641.04	94,673.78
5	Operating cost	12,964,117.85		16,448.00	208,467.46	208,467.46	208,467.46	208,187.71	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69
6	Sales tax and surcharges	2,537,561.27		3,713.65	47,025.82	47,025.82	47,025.82	49,446.45	49,446.45	45,954.32	49,446.45	49,446.45	49,446.45
7	Enterprise income tax	711,459.43		1,615.70	19,842.39	19,842.39	19,842.39	19,521.26	19,555.77	20,079.59	19,555.77	19,652.46	19,682.71
III	Net cash flow	4,349,009.43	-625,588.40	12,649.48	154,999.68	154,999.68	154,999.68	153,179.94	153,375.45	-86,697.40	153,375.45	153,813.26	153,248.51
IV	Discount factor (e=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132
V	Present value of net cash flow	950,970.07	-625,588.40	12,572.32	143,142.21	133,005.23	123,596.75	113,491.01	105,599.00	-55,460.33	91,166.37	84,951.06	78,647.14
VI	Appraised value of mining rights	950,970.07

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-2)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2034	2035	2036	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046
		10.08	11.08	12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08
I	Cash inflow (+)	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	476,385.27	430,335.36	430,335.36	430,335.36	430,335.36
1	Sales income	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36	430,335.36
2	Recovery of salvage (residual) value of fixed assets and intangible assets									12,791.64
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment									33,258.26
II	Cash outflow (-)	277,089.00	277,112.64	277,112.64	277,112.64	277,112.64	277,112.64	277,112.64	277,112.64	563,235.40	277,112.64	277,112.64	277,112.64	277,112.64
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds									289,091.07
4	Working capital
5	Operating cost	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69	207,957.69
6	Sales tax and surcharges	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45	49,446.45
7	Enterprise income tax	19,684.86	19,708.50	19,708.50	19,708.50	19,708.50	19,708.50	19,708.50	19,708.50	20,232.32	19,708.50	19,708.50	19,708.50	19,708.50
III	Net cash flow	153,246.36	153,222.72	153,222.72	153,222.72	153,222.72	153,222.72	153,222.72	153,222.72	-86,850.14	153,222.72	153,222.72	153,222.72	153,222.72
IV	Discount factor (r=7.62%)	0.4769	0.4431	0.4117	0.3826	0.3555	0.3303	0.3069	0.2852	0.2650	0.2462	0.2288	0.2126	0.1976
V	Present value of net cash flow	73,083.19	67,892.99	63,081.79	58,623.01	54,470.68	50,609.46	47,024.05	43,699.12	-23,015.29	37,723.43	35,057.36	32,575.15	30,276.81
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-3)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2047	2048	2049	2050	2051	2052	2053	2054	2055	2056	2057	2058	2059
		23.08	24.08	25.08	26.08	27.08	28.08	29.08	30.08	31.08	32.08	33.08	34.08	35.08
I	Cash inflow (+)	430,335.36	430,335.36	430,335.36	398,140.60	352,401.86	326,999.91	322,751.52	379,868.23	338,771.41	322,751.52	295,788.47	231,231.16	215,167.68
1	Sales income	430,335.36	430,335.36	430,335.36	389,060.03	342,062.37	322,751.52	322,751.52	322,751.52	322,751.52	322,751.52	288,183.51	215,167.68	215,167.68
2	Recovery of salvage (residual) value of fixed assets and intangible assets								22,465.46
3	Recovery of working capital				9,080.57	10,339.48	4,248.39					7,604.96	16,063.48
4	Recovery of input tax on offsetting real estate and equipment								34,651.25	16,019.89
II	Cash outflow (-)	277,112.64	277,112.64	277,112.64	255,293.79	230,450.04	220,242.01	220,242.01	717,129.74	218,812.24	220,242.01	201,968.79	163,371.38	163,371.38
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds								499,980.35
4	Working capital
5	Operating cost	207,957.69	207,957.69	207,957.69	194,080.05	178,278.44	171,785.73	171,785.73	171,785.73	171,785.73	171,785.73	160,163.23	135,613.77	135,613.77
6	Sales tax and surcharges	49,446.45	49,446.45	49,446.45	44,670.86	39,233.21	36,998.95	36,998.95	33,360.57	35,316.87	36,998.95	32,999.42	24,551.45	24,551.45
7	Enterprise income tax	19,708.50	19,708.50	19,708.50	16,542.88	12,938.39	11,457.33	11,457.33	12,003.09	11,709.65	11,457.33	8,806.13	3,206.17	3,206.17
III	Net cash flow	153,222.72	153,222.72	153,222.72	142,846.80	121,951.82	106,757.90	102,509.51	-337,261.51	119,959.17	102,509.51	93,819.68	67,859.78	51,796.30
IV	Discount factor (r=7.62%)	0.1836	0.1706	0.1585	0.1473	0.1368	0.1272	0.1182	0.1098	0.1020	0.0948	0.0881	0.0818	0.0760
V	Present value of net cash flow	28,131.69	26,139.80	24,285.80	21,041.33	16,683.01	13,579.60	12,116.62	-37,031.31	12,235.84	9,717.90	8,265.51	5,550.93	3,936.52
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-4)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2060	2061	2062	2063	2064	2065	2066	2067	2068	2069	2070	2071	2072
		36.08	37.08	38.08	39.08	40.08	41.08	42.08	43.08	44.08	45.08	46.08	47.08	48.08
I	Cash inflow (+)	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	244,588.45	215,167.68	215,167.68	232,655.47	209,282.06	149,485.95	134,479.80
1	Sales income	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	232,655.47	202,689.55	134,479.80	134,479.80
2	Recovery of salvage (residual) value of fixed assets and intangible assets							12,791.64
3	Recovery of working capital											6,592.50	15,006.15
4	Recovery of input tax on offsetting real estate and equipment							16,629.13
II	Cash outflow (-)	163,371.38	163,371.38	163,371.38	163,371.38	163,371.38	163,371.38	306,437.04	164,890.39	164,890.39	177,982.05	158,294.24	140,009.38	123,700.62
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds							144,545.54					16,308.77
4	Working capital										3,847.31
5	Operating cost	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	141,493.54	131,418.36	108,484.80	108,484.80
6	Sales tax and surcharges	24,551.45	24,551.45	24,551.45	24,551.45	24,551.45	24,551.45	22,805.38	24,551.45	24,551.45	26,574.79	23,107.72	15,215.82	15,215.82
7	Enterprise income tax	3,206.17	3,206.17	3,206.17	3,206.17	3,206.17	3,206.17	3,472.36	4,725.18	4,725.18	6,066.40	3,768.16
III	Net cash flow	51,796.30	51,796.30	51,796.30	51,796.30	51,796.30	51,796.30	-61,848.59	50,277.29	50,277.29	54,673.42	50,987.81	9,476.56	10,779.18
IV	Discount factor (r=7.62%)	0.0707	0.0657	0.0610	0.0567	0.0527	0.0489	0.0455	0.0423	0.0393	0.0365	0.0339	0.0315	0.0293
V	Present value of net cash flow	3,662.00	3,403.02	3,159.57	2,936.85	2,729.66	2,532.84	-2,814.11	2,126.73	1,975.90	1,995.58	1,728.49	298.51	315.83
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-5)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2073	2074	2075	2076	2077	2078	2079	2080	2081	2082	2083	2084	2085
		49.08	50.08	51.08	52.08	53.08	54.08	55.08	56.08	57.08	58.08	59.08	60.08	61.08
I	Cash inflow (+)	134,479.80	134,479.80	134,479.80	134,479.80	184,132.74	211,296.67	188,271.72	188,271.72	188,271.72	188,271.72	188,271.72	188,271.72	212,745.60
1	Sales income	134,479.80	134,479.80	134,479.80	134,479.80	184,132.74	188,271.72	188,271.72	188,271.72	188,271.72	188,271.72	188,271.72	188,271.72	212,745.60
2	Recovery of salvage (residual) value of fixed assets and intangible assets						6,395.82
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment						16,629.13
II	Cash outflow (-)	123,700.62	123,700.62	123,700.62	123,700.62	159,397.01	294,633.26	150,661.31	150,661.31	150,661.31	150,661.31	150,661.31	150,661.31	168,982.86
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds						144,545.54
4	Working capital					10,923.65	910.58							5,384.25
5	Operating cost	108,484.80	108,484.80	108,484.80	108,484.80	125,179.16	126,570.78	126,570.78	126,570.78	126,570.78	126,570.78	126,570.78	126,570.78	134,799.42
6	Sales tax and surcharges	15,215.82	15,215.82	15,215.82	15,215.82	20,960.69	19,693.51	21,439.57	21,439.57	21,439.57	21,439.57	21,439.57	21,439.57	24,271.21
7	Enterprise income tax					2,333.51	2,912.86	2,650.95	2,650.95	2,650.95	2,650.95	2,650.95	2,650.95	4,527.98
III	Net cash flow	10,779.18	10,779.18	10,779.18	10,779.18	24,735.72	-83,336.59	37,610.41	37,610.41	37,610.41	37,610.41	37,610.41	37,610.41	43,762.73
IV	Discount factor (r=7.62%)	0.0272	0.0253	0.0235	0.0218	0.0203	0.0188	0.0175	0.0163	0.0151	0.0140	0.0131	0.0121	0.0113
V	Present value of net cash flow	293.19	272.71	253.31	234.99	502.14	-1,566.73	658.18	613.05	567.92	526.55	492.70	455.09	494.52
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-6)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2086	2087	2088	2089	2090	2091	2092	2093	2094	2095	2096	2097	2098
		62.08	63.08	64.08	65.08	66.08	67.08	68.08	69.08	70.08	71.08	72.08	73.08	74.08
I	Cash inflow (+)	215,167.68	215,167.68	215,167.68	221,563.50	215,167.68	233,988.76	227,951.30	164,342.72	134,479.80	134,479.80	134,479.80	150,530.81
1	Sales income	215,167.68	215,167.68	215,167.68	215,167.68	215,167.68	233,988.76	226,248.43	134,479.80	134,479.80	134,479.80	134,479.80	150,530.81
2	Recovery of salvage (residual) value of fixed assets and intangible assets					6,395.82				9,673.82
3	Recovery of working capital								1,702.87	20,189.10
4	Recovery of input tax on offsetting real estate and equipment
II	Cash outflow (-)	165,411.82	164,878.96	164,878.96	164,878.96	307,940.34	164,878.96	178,968.73	170,736.43	228,231.09	123,700.62	123,700.62	123,700.62	134,586.67
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds					144,545.54				105,444.64
4	Working capital	532.86						4,140.64						3,531.22
5	Operating cost	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	135,613.77	141,941.81	139,339.35	108,484.80	108,484.80	108,484.80	108,484.80	113,881.49
6	Sales tax and surcharges	24,551.45	24,551.45	24,551.45	24,551.45	22,805.38	24,551.45	26,729.05	25,833.50	14,301.65	15,215.82	15,215.82	15,215.82	17,072.93
7	Enterprise income tax	4,713.74	4,713.74	4,713.74	4,713.74	4,975.65	4,713.74	6,157.23	5,563.58					101.03
III	Net cash flow	49,755.86	50,288.72	50,288.72	50,288.72	-86,376.84	50,288.72	55,020.03	57,214.87	-63,888.37	10,779.18	10,779.18	10,779.18	15,944.13
IV	Discount factor (r=7.62%)	0.0105	0.0097	0.0090	0.0084	0.0078	0.0073	0.0067	0.0063	0.0058	0.0054	0.0050	0.0047	0.0043
V	Present value of net cash flow	522.44	487.80	452.60	422.43	-673.74	367.11	368.63	360.45	-370.55	58.21	53.90	50.66	68.56
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Bayangaole Coal Mine of Inner Mongolia Huangtaolegai Coal Co., Ltd. (1-7)
Mining right owner: Inner Mongolia Huangtaolegai Coal Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2099	2100	2101	2102	2103	2104	2105	2106	2107	2108	2109	January - February 2110
		75.08	76.08	77.08	78.08	79.08	80.08	81.08	82.08	83.08	84.08	85.08	85.24
I	Cash inflow (+)	163,165.55	140,790.66	134,479.80	167,771.58	161,375.76	161,375.76	161,375.76	95,391.33	58,849.37	53,791.92	53,791.92	137,112.20
1	Sales income	163,165.55	134,479.80	134,479.80	161,375.76	161,375.76	161,375.76	161,375.76	76,780.34	53,791.92	53,791.92	53,791.92	8,464.95
2	Recovery of salvage (residual) value of fixed assets and intangible assets				6,395.82								116,813.03
3	Recovery of working capital		6,310.86						18,610.99	5,057.45			11,834.22
4	Recovery of input tax on offsetting real estate and equipment
II	Cash outflow (-)	140,514.03	123,700.62	123,700.62	285,850.62	136,704.43	136,788.27	133,701.96	95,551.93	85,783.64	85,783.64	85,783.64	13,521.25
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds				144,545.54
4	Working capital	2,779.64			5,917.11
5	Operating cost	118,129.55	108,484.80	108,484.80	117,527.79	117,527.79	117,527.79	117,527.79	89,085.03	81,355.83	81,355.83	81,355.83	12,824.46
6	Sales tax and surcharges	18,534.78	15,215.82	15,215.82	16,680.28	18,229.06	18,327.69	14,696.73	6,466.90	4,427.81	4,427.81	4,427.81	696.79
7	Enterprise income tax	1,070.06			1,179.90	947.59	932.79	1,477.44
III	Net cash flow	22,651.51	17,090.04	10,779.18	-118,079.04	24,671.33	24,587.49	27,673.80	-160.60	-26,934.27	-31,991.72	-31,991.72	123,590.95
IV	Discount factor (r=7.62%)	0.0040	0.0037	0.0035	0.0032	0.0030	0.0028	0.0026	0.0024	0.0022	0.0021	0.0019	0.0019
V	Present value of net cash flow	90.61	63.23	37.73	-377.85	74.01	68.84	71.95	-0.39	-59.26	-67.18	-60.78	234.82
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd. (1-1)
Mining right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Operation Resumption Period	Construction and Crossover Period		Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08
				100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
1	Cash inflow (+)	2,197,170.40			43,983.95	86,422.83	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	90,464.28	83,969.50	83,991.42
1	Sales income	2,121,822.58			39,652.26	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50
2	Recovery of salvage (residual) value of fixed assets	36,376.93											1,804.11		21.92
3	Recovery of working capital	18,473.29
4	Recovery of input tax on offsetting	20,497.60			4,331.68	2,453.34							4,690.68
II	Cash outflow (-)	1,753,429.53	95,516.15		89,413.01	87,139.99	57,487.65	57,487.65	57,487.65	57,487.65	57,487.65	57,487.65	97,908.65	57,487.65	57,497.01
1	Fixed assets investment	158,633.55	92,908.52		46,007.52	19,717.51
2	Intangible assets	2,607.63	2,607.63
3	Long-term deferred expenses	8,100.00			8,100.00
4	Renewal and renovation funds	119,193.95											40,772.79
5	Working capital	18,473.29			8,723.50	9,749.79
6	Operating cost	1,165,392.71			21,778.66	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52
7	Sales tax and surcharges	130,952.92			2,180.87	5,290.28	5,535.62	5,535.62	5,535.62	5,535.62	5,535.62	5,535.62	5,066.56	5,535.62	5,535.62
8	Enterprise income tax	150,075.49			2,622.46	6,262.89	5,832.51	5,832.51	5,832.51	5,832.51	5,832.51	5,832.51	5,949.77	5,832.51	5,841.87
III	Net cash flow	443,740.87	-95,516.15		-45,429.06	-717.16	26,481.85	26,481.85	26,481.85	26,481.85	26,481.85	26,481.85	-7,444.37	26,481.85	26,494.41
IV	Discount factor (i=7.62%)		1.0000	0.9939	0.9235	0.8581	0.7974	0.7409	0.6885	0.6397	0.5944	0.5523	0.5132	0.4769	0.4431
V	Present value of net cash flow	80,668.49	-95,516.15		-41,953.74	-615.39	21,116.62	19,620.40	18,232.75	16,940.44	15,740.81	14,625.92	-3,820.45	12,629.19	11,739.67
VI	Appraised value of mining rights	80,668.49

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Mining Rights of Liuyuanzi Coal Mine of Gansu Huaneng Tianjun Energy Co., Ltd. (1-2)
Mining right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2036	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049	October 2050
		12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08	23.08	24.08	25.08	25.92
		100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
I	Cash inflow (+)	83,969.50	83,969.50	89,966.58	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	90,464.28	83,969.50	83,969.50	83,969.50	83,969.50	116,456.65
1	Sales income	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	83,969.50	66,902.41
2	Recovery of salvage (residual) value of fixed assets			1,665.86							1,804.11					31,080.94
3	Recovery of working capital															18,473.29
4	Recovery of input tax on offsetting			4,331.23							4,690.68
II	Cash outflow (-)	57,499.27	57,499.27	94,822.79	57,499.27	57,499.27	57,499.27	57,499.27	57,499.27	57,499.27	97,747.09	56,460.15	56,460.15	56,460.15	56,460.15	45,136.52
1	Fixed assets investment
2	Intangible assets
3	Long-term deferred expenses
4	Renewal and renovation funds			37,648.36							40,772.79
5	Working capital
6	Operating cost	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	46,119.52	36,745.57
7	Sales tax and surcharges	5,535.62	5,535.62	5,102.50	5,535.62	5,535.62	5,535.62	5,535.62	5,535.62	5,535.62	4,835.65	4,150.13	4,150.13	4,150.13	3,306.60
8	Enterprise income tax	5,844.13	5,844.13	5,952.41	5,844.13	5,844.13	5,844.13	5,844.13	5,844.13	5,844.13	6,019.12	6,190.50	6,190.50	6,190.50	5,084.35
III	Net cash flow	26,470.23	26,470.23	-4,856.21	26,470.23	26,470.23	26,470.23	26,470.23	26,470.23	26,470.23	-7,282.81	27,509.34	27,509.34	27,509.34	71,320.12
IV	Discount factor (i=7.62%)	0.4117	0.3826	0.3555	0.3303	0.3069	0.2852	0.2650	0.2462	0.2288	0.2126	0.1976	0.1836	0.1706	0.1585	0.1491
V	Present value of net cash flow	10,897.79	10,127.51	-1,726.38	8,743.12	8,123.71	7,549.31	7,014.61	6,516.97	6,056.39	-1,548.33	5,435.85	5,050.72	4,693.09	4,360.23	10,633.83
VI	Appraised value of mining rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-1)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Infrastructure Period						Production Period
				December 2024	2025	2026	2027	2028	January - June 2028	July - December 2029	2030	2031	2032	2033	2034	2035	2036
				0.08	1.08	2.08	3.08	4.08	4.58	5.08	6.08	7.08	8.08	9.08	10.08	11.08	12.08
1	Cash inflow (+)	22,673,787.42								173,269.57	346,539.13	328,231.83	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62
1	Sales income	22,117,731.51								155,465.31	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62
2	Recovery of salvage (residual) value of fixed assets	177,512.04
3	Recovery of working capital	68,404.74
4	Recovery of input tax on offsetting real estate and equipment	310,139.14								17,804.26	35,608.51	17,301.21
II	Cash outflow (-)	15,141,192.06	59,302.88		167,211.87	159,115.62	159,115.62	159,115.62	82,179.62	152,546.43	168,283.39	169,656.45	170,954.04	170,954.04	170,954.04	170,954.04	170,954.04
1	Fixed assets investment	775,323.19	59,302.88		159,115.62	159,115.62	159,115.62	159,115.62	79,557.81
2	Intangible assets and long-term deferred expenses	30,307.46			8,096.25				2,621.81
3	Renewal and renovation funds	2,131,870.45
4	Working capital	68,404.74								68,404.74
5	Operating cost	8,245,665.26								57,958.69	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39
6	Sales tax and surcharges	1,435,506.56								8,550.59	17,101.18	18,931.92	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04
7	Enterprise income tax	2,454,114.41								17,632.41	35,264.82	34,807.14	34,374.61	34,374.61	34,374.61	34,374.61	34,374.61
III	Net cash flow	7,532,595.36	-59,302.88		-167,211.87	-159,115.62	-159,115.62	-159,115.62	-82,179.62	20,723.14	178,255.74	158,575.39	139,976.58	139,976.58	139,976.58	139,976.58	139,976.58
IV	Discount factor (evd.07%)		1.0000	0.9936	0.9194	0.8507	0.7872	0.7284	0.7007	0.6740	0.6237	0.5771	0.5340	0.4941	0.4572	0.4231	0.3915
V	Present value of net cash flow	415,949.93	-59,302.88		-153,734.59	-135,359.66	-125,255.82	-115,899.82	-57,583.26	13,967.39	111,178.11	91,513.86	74,747.50	69,162.43	63,997.29	59,224.09	54,800.83
VI	Appraised value of exploration rights	415,949.93

APPENDIX VII

ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-2)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049	2050	2051	2052	2053
		13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08	23.08	24.08	25.08	26.08	27.08	28.08	29.08
I	Cash inflow (+)	310,930.62	310,930.62	310,930.62	310,930.62	363,815.40	320,240.41	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	363,815.40
1	Sales income	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62
2	Recovery of salvage (residual) value of fixed assets					17,276.27												17,276.27
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment					35,608.51	9,309.79											35,608.51
II	Cash outflow (-)	170,954.04	182,467.07	170,982.42	170,982.42	558,755.48	170,284.19	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	558,755.48
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses		11,493.16
3	Renewal and renovation funds					390,443.70												390,443.70
4	Working capital
5	Operating cost	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39
6	Sales tax and surcharges	20,662.04	20,662.04	20,662.04	17,101.18	19,731.06	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	17,101.18
7	Enterprise income tax	34,374.61	34,394.48	34,402.99	34,402.99	35,293.21	34,635.74	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	35,293.21
III	Net cash flow	139,976.58	128,463.55	139,948.20	139,948.20	-194,940.07	149,956.22	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	-194,940.07
IV	Discount factor (r=0.07%)	0.3623	0.3352	0.3102	0.2870	0.2656	0.2458	0.2274	0.2104	0.1947	0.1802	0.1667	0.1543	0.1427	0.1321	0.1222	0.1131	0.1047
V	Present value of net cash flow	50,713.52	43,060.98	43,411.93	40,165.13	-51,776.08	36,859.24	31,824.22	29,445.10	27,247.91	25,218.66	23,329.36	21,594.01	19,970.61	18,487.16	17,101.67	15,828.14	-20,410.23
VI	Appraised value of exploration rights

APPENDIX VII

ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-3)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	2054	2055	2056	2057	2058	2059	2060	2061	2062	2063	2064	2065	2066	2067	2068	2069	2070
		30.08	31.08	32.08	33.08	34.08	35.08	36.08	37.08	38.08	39.08	40.08	41.08	42.08	43.08	44.08	45.08	46.08
I	Cash inflow (+)	320,240.41	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	363,815.40	320,240.41	310,930.62	310,930.62	334,005.18	310,930.62
1	Sales income	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62
2	Recovery of salvage (residual) value of fixed assets												17,276.27				8,240.92
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment	9,309.79											35,608.51	9,309.79			14,833.65
II	Cash outflow (-)	170,284.19	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	558,755.48	170,284.19	170,982.42	170,982.42	349,521.85	170,982.42
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds												390,443.70				179,651.96
4	Working capital
5	Operating cost	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39
6	Sales tax and surcharges	19,731.06	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	19,178.66	20,662.04
7	Enterprise income tax	34,635.74	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	35,293.21	34,635.74	34,402.99	34,402.99	34,773.84	34,402.99
III	Net cash flow	149,956.22	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	-194,940.07	149,956.22	139,948.20	139,948.20	-15,516.67	139,948.20
IV	Discount factor (n=8.07%)	0.0968	0.0896	0.0829	0.0767	0.0710	0.0657	0.0608	0.0562	0.0520	0.0482	0.0446	0.0412	0.0382	0.0353	0.0327	0.0302	0.0280
V	Present value of net cash flow	14,515.76	12,539.36	11,601.71	10,734.03	9,936.32	9,194.60	8,508.85	7,865.09	7,277.31	6,745.50	6,241.69	-8,031.53	5,728.33	4,940.17	4,576.31	-468.60	3,918.55
VI	Appraised value of exploration rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-4)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	2071	2072	2073	2074	2075	2076	2077	2078	2079	2080	2081	2082	2083	2084	2085	2086
		47.08	48.08	49.08	50.08	51.08	52.08	53.08	54.08	55.08	56.08	57.08	58.08	59.08	60.08	61.08	62.08
1	Cash inflow (+)	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	363,815.40	320,240.41	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62
1	Sales income	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62
2	Recovery of salvage (residual) value of fixed assets							17,276.27
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment							35,608.51	9,309.79
II	Cash outflow (-)	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	170,982.42	558,755.48	170,284.19	179,051.03	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses									8,096.25
3	Renewal and renovation funds							390,443.70
4	Working capital
5	Operating cost	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39
6	Sales tax and surcharges	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04
7	Enterprise income tax	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	34,402.99	35,293.21	34,635.74	34,375.35	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70
III	Net cash flow	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	139,948.20	-194,940.07	149,956.22	131,879.59	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49
IV	Discount factor (ev0.07%)	0.0259	0.0240	0.0222	0.0205	0.0190	0.0176	0.0162	0.0150	0.0139	0.0129	0.0119	0.0110	0.0102	0.0094	0.0087	0.0081
V	Present value of net cash flow	3,624.66	3,358.76	3,106.85	2,868.94	2,659.02	2,463.09	-3,158.03	2,249.34	1,833.13	1,806.04	1,666.04	1,540.04	1,428.04	1,316.03	1,218.03	1,134.03
VI	Appraised value of exploration rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Mafuchuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-5)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	2087	2088	2089	2090	2091	2092	2093	2094	2095	2096	2097	2098	2099	August 2100
		63.08	64.08	65.08	66.08	67.08	68.08	69.08	70.08	71.08	72.08	73.08	74.08	75.08	75.72
I	Cash inflow (+)	310,930.62	310,930.62	363,815.40	320,240.41	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	348,417.31
1	Sales income	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	310,930.62	197,122.80
2	Recovery of salvage (residual) value of fixed assets			17,276.27											82,889.77
3	Recovery of working capital														68,404.74
4	Recovery of input tax on offsetting real estate and equipment			35,608.51	9,309.79
II	Cash outflow (-)	170,927.13	170,927.13	558,700.18	170,228.90	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	170,927.13	105,669.15
1	Fixed assets investment
2	Intangible assets and long-term deferred expenses
3	Renewal and renovation funds			390,443.70
4	Working capital
5	Operating cost	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	115,917.39	73,489.27
6	Sales tax and surcharges	20,662.04	20,662.04	17,101.18	19,731.06	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	20,662.04	9,846.73
7	Enterprise income tax	34,347.70	34,347.70	35,237.92	34,580.45	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70	34,347.70	22,333.15
III	Net cash flow	140,003.49	140,003.49	-194,884.78	150,011.51	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49	140,003.49	242,748.16
IV	Discount factor (r=8.07%)	0.0075	0.0069	0.0064	0.0059	0.0055	0.0051	0.0047	0.0043	0.0040	0.0037	0.0034	0.0032	0.0029	0.0028
V	Present value of net cash flow	1,050.03	966.02	-1,247.26	885.07	770.02	714.02	658.02	602.01	560.01	518.01	476.01	448.01	406.01	679.69
VI	Appraised value of exploration rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-1)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Total	Valuation Benchmark Date	Infrastructure Period							Production Period
				December 2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035
				0.08	1.08	2.08	3.08	4.08	5.08	6.08	7.08	8.08	9.08	10.08	11.08
1	Cash inflow (+)	16,591,218.11									301,272.36	301,272.36	278,422.98	270,531.54	270,531.54
1	Sales income	16,103,722.56									270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
2	Recovery of salvage (residual) value of fixed assets	187,857.61
3	Recovery of working capital	59,516.94
4	Recovery of input tax on offsetting real estate and equipment	240,120.99									30,740.82	30,740.82	7,891.44
II	Cash outflow (-)	11,714,339.04	5,004.52			164,294.83	141,718.41	141,718.41	141,718.41	144,718.41	214,822.94	155,306.00	157,019.71	157,611.56	157,611.56
1	Fixed assets investment	713,596.58	5,004.52			141,718.41	141,718.41	141,718.41	141,718.41	141,718.41
2	Intangible assets and other long-term assets	39,968.46				22,576.42				3,000.00
3	Renewal and renovation funds	1,537,373.15
4	Working capital	59,516.94									59,516.94
5	Operating cost	6,739,749.48									113,223.17	113,223.17	113,223.17	113,223.17	113,223.17
6	Sales tax and surcharges	1,029,684.45									14,879.23	14,879.23	17,164.17	17,953.31	17,953.31
7	Enterprise income tax	1,594,449.99									27,203.60	27,203.60	26,632.37	26,435.08	26,435.08
III	Net cash flow	4,876,879.06	-5,004.52			-164,294.83	-141,718.41	-141,718.41	-141,718.41	-144,718.41	86,449.42	145,966.36	121,403.27	112,919.98	112,919.98
IV	Discount factor (r=8.07%)		1.0000	0.9936	0.9194	0.8507	0.7872	0.7284	0.6740	0.6237	0.5771	0.5340	0.4941	0.4572	0.4231
V	Present value of net cash flow	218,599.85	-5,004.52			-139,765.62	-111,560.73	-103,227.69	-95,518.21	-90,260.87	49,889.96	77,946.04	59,985.36	51,627.01	47,776.44
VI	Appraised value of exploration rights	218,599.85

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-2)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	Production Period
		2036	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049
		12.08	13.08	14.08	15.08	16.08	17.08	18.08	19.08	20.08	21.08	22.08	23.08	24.08	25.08
I	Cash inflow (+)	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	285,453.93	301,272.36	278,588.92	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
1	Sales income	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
2	Recovery of salvage (residual) value of fixed assets							14,922.39
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment								30,740.82	8,057.38
II	Cash outflow (-)	157,611.56	157,611.56	157,611.56	157,611.56	157,611.56	157,891.17	157,891.17	492,831.56	157,286.87	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17
1	Fixed assets investment
2	Intangible assets and other long-term assets
3	Renewal and renovation funds								337,245.95
4	Working capital
5	Operating cost	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17
6	Sales tax and surcharges	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	14,879.23	17,147.57	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31
7	Enterprise income tax	26,435.08	26,435.08	26,435.08	26,435.08	26,435.08	26,714.69	26,714.69	27,483.21	26,916.13	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69
III	Net cash flow	112,919.98	112,919.98	112,919.98	112,919.98	112,919.98	112,640.37	127,562.75	-191,559.19	121,302.06	112,640.37	112,640.37	112,640.37	112,640.37	112,640.37
IV	Discount factor (n=8.07%)	0.3915	0.3623	0.3352	0.3102	0.2870	0.2656	0.2458	0.2274	0.2104	0.1947	0.1802	0.1667	0.1543	0.1427
V	Present value of net cash flow	44,208.17	40,910.91	37,850.78	35,027.78	32,408.03	29,917.28	31,354.93	-43,560.56	25,521.95	21,931.08	20,297.79	18,777.15	17,380.41	16,073.78

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-3)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	2050	2051	2052	2053	2054	2055	2056	2057	2058	2059	2060	2061	2062	2063
		26.08	27.08	28.08	29.08	30.08	31.08	32.08	33.08	34.08	35.08	36.08	37.08	38.08	39.08
I	Cash inflow (+)	270,531.54	270,531.54	270,531.54	270,531.54	285,453.93	301,272.36	278,588.92	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
1	Sales income	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
2	Recovery of salvage (residual) value of fixed assets					14,922.39
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment						30,740.82	8,057.38
II	Cash outflow (-)	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17	492,831.56	157,286.87	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17
1	Fixed assets investment
2	Intangible assets and other long-term assets
3	Renewal and renovation funds						337,245.95
4	Working capital
5	Operating cost	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17
6	Sales tax and surcharges	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	14,879.23	17,147.57	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31
7	Enterprise income tax	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69	27,483.21	26,916.13	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69
III	Net cash flow	112,640.37	112,640.37	112,640.37	112,640.37	127,562.75	-191,559.19	121,302.06	112,640.37	112,640.37	112,640.37	112,640.37	112,640.37	112,640.37	112,640.37
IV	Discount factor (rv8.07%)	0.1321	0.1222	0.1131	0.1047	0.0968	0.0896	0.0829	0.0767	0.0710	0.0657	0.0608	0.0562	0.0520	0.0482
V	Present value of net cash flow	14,879.79	13,764.65	12,739.63	11,793.45	12,348.07	-17,163.70	10,055.94	8,639.52	7,997.47	7,400.47	6,848.53	6,330.39	5,857.30	5,429.27
VI	Appraised value of exploration rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-4)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	2064	2065	2066	2067	2068	2069	2070	2071	2072	2073	2074	2075	2076	2077
		40.08	41.08	42.08	43.08	44.08	45.08	46.08	47.08	48.08	49.08	50.08	51.08	52.08	53.08
I	Cash inflow (+)	270,531.54	270,531.54	285,453.93	301,272.36	278,588.92	270,531.54	279,173.25	286,086.63	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
1	Sales income	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54
2	Recovery of salvage (residual) value of fixed assets			14,922.39				8,641.71
3	Recovery of working capital
4	Recovery of input tax on offsetting real estate and equipment				30,740.82	8,057.38			15,555.09
II	Cash outflow (-)	157,891.17	157,891.17	157,891.17	492,831.56	157,286.87	157,891.17	157,891.17	345,113.92	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17	157,891.17
1	Fixed assets investment
2	Intangible assets and other long-term assets
3	Renewal and renovation funds				337,245.95				188,389.37
4	Working capital
5	Operating cost	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17
6	Sales tax and surcharges	17,953.31	17,953.31	17,953.31	14,879.23	17,147.57	17,953.31	17,953.31	16,397.81	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31
7	Enterprise income tax	26,714.69	26,714.69	26,714.69	27,483.21	26,916.13	26,714.69	26,714.69	27,103.57	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69	26,714.69
III	Net cash flow	112,640.37	112,640.37	127,562.75	-191,559.19	121,302.06	112,640.37	121,282.08	-59,027.29	112,640.37	112,640.37	112,640.37	112,640.37	112,640.37	112,640.37
IV	Discount factor (rv8.07%)	0.0446	0.0412	0.0382	0.0353	0.0327	0.0302	0.0280	0.0259	0.0240	0.0222	0.0205	0.0190	0.0176	0.0162
V	Present value of net cash flow	5,023.76	4,640.78	4,872.90	-6,762.04	3,966.58	3,401.74	3,395.90	-1,528.81	2,703.37	2,500.62	2,309.13	2,140.17	1,982.47	1,824.77
VI	Appraised value of exploration rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

Table of Estimated Appraisal Value of Exploration (Retention) Rights of Maojiachuan Mine Field in Shajingzi Mining Area, Huan County, Gansu Province (1-5)
Exploration right owner: Gansu Huaneng Tianjun Energy Co., Ltd. Valuation Benchmark Date: 30 November 2024 Unit: RMB0'000

No.	Item	2078	2079	2080	2081	2082	2083	2084	2085	2086	2087	2088	2089	June 2090
		54.08	55.08	56.08	57.08	58.08	59.08	60.08	61.08	62.08	63.08	64.08	65.08	65.61
I	Cash inflow (+)	285,453.93	301,272.36	278,588.92	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	321,404.99
1	Sales income	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	270,531.54	142,361.70
2	Recovery of salvage (residual) value of fixed assets	14,922.39												119,526.35
3	Recovery of working capital													59,516.94
4	Recovery of input tax on offsetting real estate and equipment		30,740.82	8,057.38
II	Cash outflow (-)	157,891.17	492,831.56	157,286.87	171,977.47	157,585.44	157,585.44	157,585.44	157,585.44	157,585.44	154,795.58	154,237.61	154,237.61	81,347.03
1	Fixed assets investment
2	Intangible assets and other long-term assets				14,392.04
3	Renewal and renovation funds		337,245.95
4	Working capital
5	Operating cost	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	113,223.17	59,582.45
6	Sales tax and surcharges	17,953.31	14,879.23	17,147.57	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	17,953.31	14,233.50	13,489.54	13,489.54	7,098.58
7	Enterprise income tax	26,714.69	27,483.21	26,916.13	26,408.96	26,408.96	26,408.96	26,408.96	26,408.96	26,408.96	27,338.91	27,524.90	27,524.90	14,665.99
III	Net cash flow	127,562.75	-191,559.19	121,302.06	98,554.07	112,946.10	112,946.10	112,946.10	112,946.10	112,946.10	115,735.96	116,293.93	116,293.93	240,057.96
IV	Discount factor (cv8.07%)	0.0150	0.0139	0.0129	0.0119	0.0110	0.0102	0.0094	0.0087	0.0081	0.0075	0.0069	0.0064	0.0061
V	Present value of net cash flow	1,913.44	-2,662.67	1,564.80	1,172.79	1,242.41	1,152.05	1,061.69	982.63	914.86	868.02	802.43	744.28	1,464.35
VI	Appraised value of exploration rights

APPENDIX VII ADDITIONAL INFORMATION REGARDING THE ASSET VALUATION

(V) Sensitivity Analysis of Core Parameters

The sensitivity analysis is aimed at verifying the reasonableness and prudence of the selected parameters. The key assumptions of the asset valuation of the mineral rights and the selection of valuation parameters were determined on the basis of the enterprise's reserve verification report and the annual reserve report, the approved production capacity, the actual cost operation data of the historical years and the feasibility study report of the mines in progress, the mining design documents etc., and the value of the parameters was determined in a prudent and reasonable manner.

After making analysis, changes in the unit selling price of commodity coal sales and discount rate in the course of the asset valuation of mineral rights may have a greater impact on the valuation value of the mineral rights, and a sensitivity analysis of the impact of the two parameters on the valuation value is as follows:

1. Sensitivity analysis of unit selling price

This projection is based on the unit selling price during each forecast period. Assuming no changes in other valuation parameters during the forecast period, the sensitivity analysis of the change in the unit selling price of coal to the valuation value of the mineral rights is as follows:

Change in unit selling price of coal excluding taxes (RMB)	Change in valuation value of mineral rights (in ten thousand RMB)	Change (%)
-10.00	-341,337.69	-9.77%
-5.00	-170,668.86	-4.89%
+5.00	170,667.51	4.89%
+10.00	341,335.67	9.77%

2. Sensitivity analysis of discount rate

This projection is based on the discount rate during each forecast period. Assuming no changes in other valuation parameters during the forecast period, the sensitivity analysis of the change in the discount rate to the valuation value of the mineral rights is as follows:

Change in discount rate (%)	Change in valuation value of mineral rights (in ten thousand RMB)	Change (%)
-0.50%	519,429.60	14.87%
-0.25%	252,615.02	7.23%
0.25%	-239,112.61	-6.84%
0.50%	-465,954.26	-13.34%

VII-85 -

APPENDIX VIII

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTEREST

Shareholding of Directors, chief executive and supervisors

As at the Latest Practicable Date, save as disclosed below, none of the Directors, chief executive or supervisors had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (i) which are required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO); or (ii) which are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Hong Kong Stock Exchange.

Name of Director/supervisor/chief executive	Number of Shares	Description of Shares	Capacity	Approximate percentage of shareholding relative to that class of Shares as at the Latest Practicable Date (%)	Approximate percentage of shareholding relative to the total number of issued Shares as at the Latest Practicable Date (%)
Li Wei	19,500	A Shares	Beneficial owner	0.0003	0.0002
Wang Jiuhong	235,560(1)	A Shares	Beneficial owner	0.0040	0.0023
Liu Jian	167,310	A Shares	Beneficial owner	0.0028	0.0017
Su Li	100,000	H Shares	Beneficial owner	0.0025	0.0010
Huang Xiaolong	312,000(1)	A Shares	Beneficial owner	0.0052	0.0041
	100,000	H Shares		0.0025
Jin Jiahao	100,000	H Shares	Beneficial owner	0.0025	0.0010

Notes:
(1) These A Shares include shares granted to Mr. Wang Jiuhong and Mr. Huang Xiaolong under the restricted stock incentive scheme of the Company and bonus shares distributed to Mr. Wang Jiuhong and Mr. Huang Xiaolong under the 2022 annual profit proposal and 2023 annual profit proposal of the Company, of which 53,040 shares held by Mr. Wang Jiuhong and 106,080 shares held by Mr. Huang Xiaolong are subject to lock-up restriction as at the Latest Practicable Date.
(2) The figures in the last two columns of the above table have been rounded.
(3) All the interests disclosed above represent long positions in the Shares of the Company.

APPENDIX VIII
GENERAL INFORMATION

Shareholding of substantial Shareholders

As far as the Directors are aware, save as disclosed below, as at the Latest Practicable Date, other than the Directors, chief executive or supervisors of the Company, there were no other persons who were substantial Shareholders or had interests or short positions in the shares or underlying shares of the Company, which should (i) be disclosed pursuant to Sections 2 and 3 under Part XV of the SFO; (ii) be recorded in the register to be kept pursuant to Section 336 of the SFO; or (iii) notify the Company and the Stock Exchange in other ways.

Name of substantial Shareholders	Class of Shares	Capacity	Number of Shares Held (shares)	Nature of Interest	Percentage in the H Share Capital of the Company	Percentage in Total Share Capital of the Company
Shandong Energy	A Shares (State-owned legal person shares)	Beneficial owner	4,395,142,871	Long position	–	43.79%
Shandong Energy (1)	H Shares	Interest of controlled corporations	908,756,550	Long position	22.30%	9.05%
			282,697,893	Long position	6.94%	2.82%

Notes:

(1) These H Shares are held by Yankuang Hong Kong in its capacity as beneficial owner.
(2) The percentage figures above have been rounded off to the nearest second decimal place.
(3) Information disclosed is based on the information available on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and information provided by China Securities Depository and Clearing Corporation Limited Shanghai Branch.

As at the Latest Practicable Date, Mr. Li Wei, Mr. Liu Jian, Mr. Liu Qiang and Mr. Zhang Haijun who were directors or employees of Shandong Energy, the controlling Shareholder having an interest in the Shares required to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

VIII-2 -

APPENDIX VIII
GENERAL INFORMATION

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2024, being the date to which the latest published audited accounts of the Group were made up.

4. CONSENT AND QUALIFICATIONS OF EXPERTS

The following expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or statements and references to its name in the form and context in which it appears:

Name	Qualifications
Rainbow Capital (HK) Limited	a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO
Baker Tilly Hong Kong Limited	Certified Public Accountants
China Enterprise Appraisals Consultation Co., Ltd.	Independent Valuer in the PRC

Each of the above experts had given and has not withdrawn its respective written consent to the publication of this circular with the inclusion of its respective name, letter, statements and all references to its name (including its qualification) in the form and context in which it respectively appears.

To the best of the Directors' knowledge, information and belief and after having made all reasonable enquiries, each of the above experts is a third party independent of the Group and its connected person(s). To the best of the Directors' knowledge, information and belief, as at the Latest Practicable Date, none of the above experts has any shareholding, directly or indirectly, in any member of the Group, or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group.

To the best of the Directors' knowledge, information and belief and after having made all reasonable enquiries, As at the Latest Practicable Date, each of the above experts did not have any direct or indirect interest in any assets which have been, since 31 December 2024 (being the date to which the latest published audited financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

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APPENDIX VIII
GENERAL INFORMATION

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors had any existing or proposed service contract with any member of the Group which will not expire or is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS OR CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors had any interest, direct or indirect, in any assets which have been, since 31 December 2024 (being the date to which the latest published audited financial statements of the Group were made up), acquired, disposed of by or leased to any member of the Enlarged Group, or were proposed to be acquired or disposed of by or leased to any member of the Enlarged Group.

As at the Latest Practicable Date, none of the Directors or supervisors had material interest in any contract or arrangement effective as at the Latest Practicable Date which is significant in relation to the business of the Group.

7. DIRECTORS' INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates (as defined under the Listing Rules) had any interests in the businesses, other than those being a Director, which compete or are likely to compete, either directly or indirectly, with the businesses of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if they are controlling shareholders of the Company).

8. LITIGATION

As far as the Directors are aware, save as disclosed above and on pages 138 to 143 of the 2024 annual report of the Company, none of the members of the Group was at present engaged in any other litigation or claim or arbitration of material importance and there was no other litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Enlarged Group as at the Latest Practicable Date.

9. MISCELLANEOUS

(a) As at the Latest Practicable Date, 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.

(b) The registered office of the Company is at 949 Fushan South Road, Zoucheng, Shandong Province, the PRC, Postal Code: 273500.

(c) The H Share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

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APPENDIX VIII
GENERAL INFORMATION

(d) As at the Latest Practicable Date, Mr. Huang Xiaolong and Mr. Wong Wai Chiu were the joint company secretaries of the Company.

(e) Mr. Huang Xiaolong, is a chief senior economist and master of law and was appointed as the Secretary to the Board in 30 July 2021. Mr. Huang graduated from University of International Business and Economics.

Mr. Wong Wai Chiu is a fellow of Hong Kong Chartered Governance Institute (previously known as Hong Kong Institute of Chartered Secretaries), a fellow of the Chartered Governance Institute, a member of CPA Australia, a member of the Hong Kong Trustee Association and a Certified Trust Practitioner. Mr. Wong Wai Chiu possesses a B. Soc. Sc. (Hon.) in Accounting and Management from the University of Hong Kong, a Post-Graduate Diploma in Hong Kong and UK law from the Manchester Metropolitan University of United Kingdom, Master degree in Corporate Governance from the Hong Kong Polytechnic University, Master Degree in Arbitration and Dispute Resolution from City University of Hong Kong and Master of Applied Science (Information Science) Degree from the University of Technology, Sydney, Australia.

Unless the context otherwise requires, all references to time in this circular refer to Hong Kong time.

The Chinese text of this circular shall prevail over the English text, in case of any inconsistency.

10. MATERIAL CONTRACTS

(1) On 28 April 2023, an equity transfer agreement was entered into among the Company, Xinwen Mining Group Co., Ltd. (新汶礦業集團有限責任公司) (the "Xinwen Mining"), Longkou Mining Group Co., Ltd. (龍口礦業集團有限公司), Zibo Mining Group Co., Ltd. (淄博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), Linyi Mining Group Co., Ltd. (臨沂礦業集團有限責任公司) (collectively, the "First Vendors"), Shandong Energy Group Luxi Mining Co., Ltd. (山東能源集團魯西礦業有限公司) ("Luxi Mining") for the acquisition of an aggregate 51% of equity interest in Luxi Mining at a total consideration of approximately RMB18.936 billion, and the letter of performance commitment and the letter of undertaking entered into between the Company and the First Vendors.

(2) On 28 April 2023, an equity transfer agreement entered into among the Company, Shandong Energy, Xinwen Mining and Yankuang Xinjiang Energy & Chemical Co., Ltd.* (兗礦新疆能化有限公司) (the "Xinjiang Energy") for the acquisition of an aggregate 51% of equity interest in Xinjiang Energy at a total consideration of approximately RMB8.112 billion and the letter of performance commitment and the letter of undertaking entered into among the Company, Shandong Energy and Xinwen Mining.

VIII-5 -

APPENDIX VIII
GENERAL INFORMATION

(3) On 30 August 2024, the Company entered into a loan contract with Xinjiang Energy, pursuant to which the Company agreed to provide the internal loan to Xinjiang Energy with a principal amount of RMB5 billion for a term not exceeding three years. The interest rate equivalent to the average interest rate of Xinjiang Energy's prevailing external bank loans over the same period shall be adjusted annually and shall not be lower than the cost of funds of the Company. Xinjiang Energy shall provide a pledge guarantee to the Company with assets of net value not less than the loan amount and will complete the procedures for pledging the relevant assets.

(4) On 27 October 2023, an equity transfer agreement was entered into among the Company, Shandong Energy and Yankuang Coal Chemical Engineering Company Limited (“Coal Chemical Engineering Company”). Pursuant to the equity transfer agreement, the Company agreed to acquire, and Shandong Energy agreed to sell 100% equity interest in Coal Chemical Engineering Company at a total consideration of RMB20.904 million for the equity transfer. Upon completion of the equity transfer of Coal Chemical Engineering Company, the Company held its 100% equity interest and Coal Chemical Engineering Company became a wholly-owned subsidiary of the Company.

(5) On 19 October 2023, the Public Resources Trading Centre of Inner Mongolia Autonomous Region (內蒙古自治區公共資源交易中心) published the “Announcement on the Listing for Sale of the Detailed Exploration Right of Coal Resources in No. 1 Coal Field of the Huolinhe Mining Area of Inner Mongolia Autonomous Region” (《內蒙古自治區霍林河礦區一號井田煤炭資源詳查探礦權掛牌出讓公告》), which stated that the Department of Natural Resources of Inner Mongolia Autonomous Region (內蒙古自治區自然資源廳) engaged the Public Resources Trading Centre of Inner Mongolia Autonomous Region to implement the listing for sale of the detailed exploration right of coal resources in No. 1 Coal Field of the Huolinhe Mining Area of Inner Mongolia Autonomous Region. The Company participated in the auction for the aforesaid exploration right, won the bid at a price of RMB3,716.71 million on 8 December 2023, and signed the “Confirmation of Transaction of Listing for Sale of Mining Right” (《礦業權掛牌出讓成交確認書》) with the Public Resources Trading Centre of Inner Mongolia Autonomous Region. Please refer to the announcement of the Company dated 8 December 2023 for the basic information on exploration right.

(6) On 31 May 2024, (i) the Company entered into the Capital Increase Agreement and the annexes thereto with Wubo Technology Co., Ltd (物泊科技有限公司) (“Wubo Technology”), Fujian Dongju Technology Co., Ltd (福建東聚科技有限公司) (“Fujian Dongju”) and Dongming Industry Group Co., Ltd* (東銘實業集團有限公司) (“Dongming Industry”); and (ii) the Company entered into the Voting Rights Entrustment Agreement with Wubo Technology, Fujian Dongju and the Entrusting Shareholders. Pursuant to the Capital Increase Agreement, the Company contributed RMB1,554,545,455 in cash from its own funds to subscribe for an additional registered capital of RMB448,768,004 in Wubo Technology, and acquired 45.00% equity interest in Wubo Technology upon completion of the transaction. Pursuant to the Voting Rights Entrustment Agreement, the Entrusting

VIII-6 -

APPENDIX VIII
GENERAL INFORMATION

Shareholders have unanimously agreed to grant to the Company, exclusively, unconditionally and irrevocably, all of the voting rights represented by Wubo Technology, which they are entitled to and hold as shareholders of Wubo Technology, including all rights other than the right to receive income from the assets, until the Voting Rights Entrustment Agreement is cancelled by mutual agreement of the parties in writing. After the Voting Rights Entrustment Agreement becomes effective, the Company will be able to exercise an aggregate of 51.32% of the voting rights of Wubo Technology. Wubo Technology became a subsidiary of the Company and its financial statements were consolidated into the consolidated financial statements of the Company.

(7) On 23 September 2024, the Company and Highfield Resources Limited (a company listed on the Australian Securities Exchange, stock code: HFR, "HFR") have entered into the Implementation Agreement (the "Implementation Agreement") and the Equity Subscription Agreement (the "Equity Subscription Agreement") in relation to the strategic cooperation. The Company acquired the newly issued shares of HFR by way of asset injection and cash subscription, and became the largest shareholder of HFR after the transaction and controlled its board of directors (the "Transaction"). The Transaction comprises of (i) Share Swap and (ii) Cash Subscription which are inter-conditional, the details of which are as follows:

Share Swap

According to the Implementation Agreement, the Company shall transfer its 100% equity interest in Yancoal Canada Resources Co., Ltd. ("Yancoal Canada") to HFR, and HFR will issue ordinary shares at the issue price of A$0.50 per share as the consideration for the Transaction. As at 30 April 2024, Yancoal International (Holdings) Co., Ltd. ("Yancoal International"), a wholly-owned subsidiary of the Company, had provided a shareholder's loan with total principal of US$83,250,000 to Yancoal Canada, which intends to convert the principal of the aforesaid loan together with the corresponding interest thereon to equity interests in Yancoal Canada before the completion of the Transaction or to directly subscribe for the shares of HFR at the issue price of A$0.50 per share upon completion.

Cash Subscription

According to the Equity Subscription Agreement, HFR shall raise US$220 million through a targeted issue of additional shares of HFR to certain strategic investors, including the Company, at a price of A$0.50 per share, and the Company intends to contribute no more than US$90 million to participate in the subscription. In the event that other strategic investors subscribe for more than US$130 million, the Company's subscription amount can be reduced accordingly (the "Cash Subscription"). The proceeds will be primarily used for the capital expenditures required for construction of the Muga Project (a potash mine project held by HFR) and the general needs for liquidity. Each of Beijing Energy International Holding Co., Ltd.* (北京能源國際控股有限公司) and Singapore Taizhong Global

VIII-7 -

APPENDIX VIII

GENERAL INFORMATION

Development Pte. Ltd. formally signed a share subscription agreement with HFR with a subscription amount of US$50 million and US$30 million, respectively. On the same day, some investors signed non-binding intentional subscription agreements with HFR.

(8) On 18 November 2024, Yankuang Logistics Technology Co., Ltd. (“Yankuang Logistics”), a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Shandong Energy Group Luxi Mining Co., Ltd. (“Luxi Mining”) and Shandong Zikuang Railway Transportation Co., Ltd. (“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 became a wholly-owned subsidiary of the Company.

(9) On 14 February 2025, Yankuang Donghua Heavy Industry Company Limited (“Donghua Heavy Industry”), a wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with WindSun Science & Technology Co., Ltd. (“WindSun Science & Technology”) and Yanzhou Dongfang Electrical Co., Ltd (“Dongfang Electrical”, a non-wholly-owned subsidiary of Donghua Heavy Industry). Pursuant to the Capital Increase Agreement, WindSun Science & Technology intends to contribute RMB55.925687 million in cash to subscribe for additional registered capital of Dongfang Electrical. Among them, RMB50 million will be included in the paid-up capital, and RMB5.925687 million will be included in the capital reserve. Upon completion of the Capital Increase, WindSun Science & Technology will hold 50% of the equity interests in Dongfang Electrical and Donghua Heavy Industry will hold 47.168% of the equity interests in Dongfang Electrical. Dongfang Electrical will no longer be a subsidiary of the Company, with its financial statements no longer to be consolidated in the financial statements of the Group.

(10) On 8 April 2025, the Company entered into the Agreement with the Purchasers and Xibei Mining, pursuant to which (i) the Company has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, an aggregate of 26% equity interests (held by Vendor A, Vendor B, Vendor C and Vendor D as to 15.62%, 5.58%, 2.56% and 2.24%, respectively) in Xibei Mining, at a consideration of RMB4,748,251,438.63; and (ii) the Company has agreed that it will inject capital of RMB9,317,604,863.88 into Xibei Mining in cash.

VIII-8 -

APPENDIX VIII
GENERAL INFORMATION

11. DOCUMENTS AVAILABLE FOR DISPLAY

Copies of the following documents are available on the website of the Stock Exchange (http://www.hkexnews.hk) and on the website of the Company (https://www.yanzhoucoal.com.cn/) for a period of 14 days from the date of this circular:

(1) the Transaction Documents;
(2) the Proposed Continuing Connected Transactions Agreements;
(3) letter from the Independent Financial Adviser, the full text of which is set out in this circular;
(4) the written consents of experts referred to in the paragraph headed “Consent and Qualifications of Experts” in this Appendix;
(5) the report from Baker Tilly Hong Kong Limited in relation to the profit forecast in the Asset Valuation Report, the text of which is set out in Appendix III to this circular; and
(6) the Asset Valuation Report, the text of which is set out in Appendix VI to this circular.

VIII-9 -

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

亮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)

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

Reference is made to the notice of 2024 annual general meeting ("AGM") of Yankuang Energy Group Company Limited* (the "Company") dated 28 April 2025 (the "Original Notice") in relation to the AGM scheduled to be held at 9:00 a.m. on Friday, 30 May 2025 at the headquarters of the Company at 949 South Fushan Road, Zoucheng, Shandong Province 273500, the People's Republic of China (the "PRC") for the purpose of considering and, if thought fit, passing the original resolutions set out in the Original Notice. Details of the original resolutions are set out in the circular of the Company dated 28 April 2025 (the "Circular").

Recently, the board of directors of the Company (the "Board") received a letter from Shandong Energy Group Company Limited* (山東能源集團有限公司), the controlling shareholder of the Company holding directly and indirectly approximately 52.84% of the total issued shares of the Company, in which additional resolutions are proposed for the consideration and approval of the Shareholders of the Company. The Board has resolved to submit the additional resolutions (see resolutions No. 10 and 11 below) to the AGM to seek Shareholders' approval. For details of these additional resolutions, please refer to the circular of the Company dated 15 May 2025 (the "Supplemental Circular"). Unless otherwise indicated, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled at 9:00 a.m. on Friday, 30 May 2025 at the headquarters of the Company at 949 South Fushan Road, Zoucheng, Shandong Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

(1) Ordinary Resolution: "THAT, to consider and approve the working report of the Board for the year ended 31 December 2024", details of which are set out in the 2024 annual report of the Company.

(2) Ordinary Resolution: "THAT, to consider and approve the working report of the Supervisory Committee for the year ended 31 December 2024", details of which are set out in note 4.

(3) Ordinary Resolution: "THAT, to consider and approve the audited financial statements of the Company and its subsidiaries for the year ended 31 December 2024", details of which are set out in the 2024 annual report of the Company.

AGM-1 -

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

(4) Ordinary Resolution: “THAT, to consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2024 and to authorize the Board to distribute a final cash dividend of RMB0.54 (tax inclusive) per share for the year 2024 based on the number of shares on the record date”.

(5) Ordinary Resolution: “THAT, to consider and approve the renewal of the liability insurance of the Directors, Supervisors and senior officers of the Company”.

(6) Ordinary Resolution: “THAT, to consider and approve the remuneration of the Directors and Supervisors of the Company for the year ending 31 December 2025”.

(7) Ordinary Resolution: “THAT, to consider and approve the reappointment and remuneration of external auditing firm for the year 2025”.

(8) Special Resolution: “THAT, to consider and approve the proposal in relation to the provision of financial guarantee(s) to the Company’s Subsidiaries and the granting of authorization to Yancoal Australia Limited and its subsidiaries to provide guarantee(s) in relation to daily operations to the subsidiaries of the Company in Australia”.

(9) Special Resolution: “THAT, to consider and approve the proposal to authorize the Company to carry out domestic and overseas financing businesses”.

(10) Ordinary Resolution: “THAT, to consider and approve the proposal on the Acquisition of 51% equity interests in Xibei Mining through Transfer by Agreement and Capital Increase”.

(11) Ordinary Resolution: “THAT, to consider and approve the proposal to enter into the Continuing Connected Transactions Agreements with the Controlling Shareholder”.

(11.01) to consider and approve the Provision of Materials Supply Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.02) to consider and approve the Mutual Provision of Labour and Services Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.03) to consider and approve the Provision of Insurance Fund Administrative Services Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.04) to consider and approve the Provision of Products, Materials and Asset Leasing Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.05) to consider and approve the Bulk Commodities Sale and Purchase Agreement and the transaction caps for 2025-2027 as stipulated therein;

AGM-2 -

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

(11.06) to consider and approve the Shandong Energy Group Financial Services Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.07) to consider and approve the Yankuang Energy Financial Services Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.08) to consider and approve the Finance Lease and Factoring Agreement and the transaction caps for 2025-2027 as stipulated therein;

(11.09) to consider and approve the Entrusted Management Service Framework Agreement and the transaction caps for 2025-2027 as stipulated therein.

(12) Special Resolution: "THAT, to consider and approve the amendments to the Articles of Association of Yankuang Energy Group Company Limited* and the Relevant Rules of Procedures".

(13) Special Resolution: To consider and approve the proposal in relation to the general mandate authorizing the Board to issue additional shares of the Company.

"THAT,

(a) the Board be and is hereby granted an unconditional general mandate to issue, allot and deal with additional shares in the share capital of the Company (including any sale or transfer of treasury shares), and to make or grant offers, agreements and options in respect thereof, subject to the following terms:

(i) such mandate shall not extend beyond the Relevant Period (as defined in paragraph (b) below) save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the expiration of the Relevant Period;

(ii) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed 20% of the number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution; and

(iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

(b) for the purpose of this resolution:

AGM-3 -

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

"Relevant Period" means the period from the date of the passing of this resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authorization set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and

(c) contingent on the Directors resolving to issue shares pursuant to paragraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares, including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant authorities, and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (a) of this resolution".

(14) Special Resolution: To consider and approve the proposal in relation to the general mandate authorizing the Board of the Company to repurchase H shares.

"THAT,

(a) subject to paragraphs (b) and (c) below, the Relevant Period (as defined in paragraph (e) below) during which the Board may exercise the power of the Company in full to repurchase the issued H shares on The Stock Exchange of Hong Kong Limited, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, The Stock Exchange of Hong Kong Limited or of any other governmental or regulatory body be and is hereby approved;
(b) the aggregate number of H shares of the Company authorized to be repurchased subject to paragraph (a) above during the Relevant Period shall not exceed $10\%$ of the aggregate nominal value of H shares in issue of the Company (excluding any treasury shares) as at the date of the passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

(i) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company; and

(ii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, at its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the provisions in relation to reduction of share capital in the Articles of Association;

(d) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H shares being granted, the Board be hereby authorized to:

(i) amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H shares as contemplated in paragraph (a) above; and

(ii) file the amended Articles of Association with the relevant governmental authorities of the PRC.

(e) for the purpose of this special resolution, "Relevant Period" means the period starting from the date of the passing of this special resolution and ending at the earlier of the following:

(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution; or

(ii) the date on which the authorization set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting.

(f) any one of the Directors may be authorized by the Board to act on behalf of the Board to make timely decision about the specific matters of the repurchase of H shares after the Board has been granted the general mandate to repurchase up to 10% of the total H shares (excluding any treasury shares), and carries out the relevant approval and disclosure procedures (if applicable), including but not limited to, determine the timing, quantity and price of the repurchase, open overseas securities account and carry out the corresponding change of foreign exchange registration procedures, inform creditors and make public announcement, file with the China Securities Regulatory Commission, sell or transfer any treasury shares, cancel the shares repurchased, reduce the registered capital, amend the Articles of Association, and carry out the corresponding change of registration procedures and execute and handle other documents and matters related to the repurchase".

AGM-5 -

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

(15) Ordinary Resolution: “THAT, to consider and approve the appointment of Mr. Wang Jiuhong as a non-independent Director of the Company”.
(16) Ordinary Resolution: “THAT, to consider and approve the appointment of Mr. Gao Jingxiang as an independent Director of the Company”.

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

Zoucheng, Shandong, the PRC
15 May 2025

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

Notes:

Eligibility for attending the AGM

Holders of the Company's overseas listed foreign invested shares (in the form of H shares) whose names appear on the Company's register of members of H shares which is maintained by Computershare Hong Kong Investor Services Limited at the close of business on Friday, 30 May 2025 are entitled to attend the AGM. Further details of the requirements of the instrument appointing the proxies are set out in note 2 below.

Proxy

Each holder of H Shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the AGM. The proxies of a Shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized.

Since the form of proxy for the AGM despatched on 28 April 2025 (the "Old Form of Proxy") does not contain the additional resolutions No. 10 and 11 set out in this supplemental notice, a revised form of proxy for the AGM (the "New Form of Proxy") has been prepared and is enclosed with this supplemental notice.

Whether or not you will attend the AGM, you are requested to complete the enclosed New Form of Proxy in accordance with the instructions printed thereon as soon as possible and deliver the same to Computershare Hong Kong Investor Services Limited (17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong) not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof). A Shareholder who has not lodged his/her/its Old Form of Proxy with Computershare Hong Kong Investor Services Limited is required to return his/her/its New Form of Proxy if he/she/it wishes to appoint a proxy to attend the AGM on his/her/its behalf. In this case, it is not necessary to return his/her/its Old Form of Proxy to Computershare Hong Kong Investor Services Limited. A Shareholder who has already lodged the Old Form of Proxy with Computershare Hong Kong Investor Services Limited should note that:

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

(i) If no New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited, his/her/its Old Form of Proxy so lodged (if duly completed) shall be deemed to be a valid form of proxy. In addition to the resolutions set out in the Original Notice and the Old Form of Proxy, the proxy so appointed by the Shareholder will be entitled to vote or abstain from voting on any resolution (including the additional proposed resolutions set out in this supplemental notice) duly proposed at the AGM, as he/she thinks fit.

(ii) If a New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof), the New Form of Proxy shall revoke and supersede the Old Form of Proxy previously lodged. A duly completed New Form of Proxy shall be deemed to be the valid form of proxy lodged by the Shareholder.

(iii) If a New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited more than 24 hours after the time appointed for holding the AGM (or any adjournment thereof), the New Form of Proxy shall not be deemed as valid. The Old Form of Proxy previously lodged by the Shareholder shall not be revoked. The Old Form of Proxy (if duly completed) lodged by the Shareholder shall be deemed to be a valid form of proxy. In addition to the resolutions set out in the Original Notice and the Old Form of Proxy, the proxy so appointed by the Shareholder will be entitled to vote or abstain from voting on any resolution (including the additional resolutions set out in this supplemental notice) duly proposed at the AGM, as he/she thinks fit. Shareholders should note that completion and return of the Old Form of Proxy and/or the New Form of Proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish.

Closure of register of members

The H Share register of members of the Company will be closed, for the purpose of determining Shareholders' entitlement to attend the AGM, from Wednesday, 21 May 2025 to Friday, 30 May 2025 (both days inclusive) (the record date is Friday, 30 May 2025). In order to be eligible to attend the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Tuesday, 20 May 2025. H Shareholders whose names appear on the H Share register of members of the Company maintained by Computershare Hong Kong Investor Services Limited on or before the above date will be eligible to attend the AGM.

To determine the identity of the Shareholders entitled to receive the final dividend, the Company's H Share register of members will be closed from Monday, 9 June 2025 to Tuesday, 17 June 2025 (both days inclusive) (the record date is Tuesday, 17 June 2025). In order to be entitled to the final dividend, H Shareholders of the Company who have not registered the transfer documents are required to deposit the transfer documents together with the relevant Share certificates with the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 6 June 2025.

The Supervisory Committee of the Company held 5 meetings in 2024, details of which are as follows:

(1) The 4th meeting of the ninth session of the Supervisory Committee was held on 23 February 2024. The "Proposal on the Repurchase and Cancellation of Restricted Shares for Certain Incentive Participants" and the "Proposal on the Achievement of Conditions for the First Unlocking Period of the 2021 Restricted A Share Incentive Scheme" were considered and approved at the meeting.

(2) The 5th meeting of the ninth session of the Supervisory Committee was held on 28 March 2024. The "Annual Report for the year 2023" and the "Summary of the Annual Report", the "Working Report of the Supervisory Committee for the year 2023", the "Financial Statements for the year 2023", the "Profit Distribution Plan for the year 2023", the "Internal Control Evaluation Report for the year 2023", the "ESG Report for the year 2023" and the "Proposal in relation to confirm the continuing connected transactions of the Company for the year 2023" were considered and approved at the meeting.

AGM-7 -

SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING

(3) The 6th meeting of the ninth session of the Supervisory Committee was held on 26 April 2024. The "First Quarterly Report for the year 2024 of the Company" was considered and approved at the meeting.

(4) The 7th meeting of the ninth session of the Supervisory Committee was held on 30 August 2024. The "2024 Interim Report" and the "Summary of the Interim Report" and the "2024 Interim Profit Distribution Plan" were considered and approved at the meeting.

(5) The 8th meeting of the ninth session of the Supervisory Committee was held on 25 October 2024. The "Third Quarterly Report for the year 2024" was considered and approved at the meeting.

The Supervisory Committee of the Company had no disagreement on the matters under supervision during the year of 2024.

Miscellaneous

(1) The AGM is expected to last a day. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.

(2) All voting at the AGM will be conducted by onsite or online poll.

(3) Details of the Office of the Secretary to the Board are as follows:

949 South Fushan Road
Zoucheng
Shandong Province 273500 PRC
Tel: 86-537-5382319
Fax: 86-537-5383311

AGM-8 -

AI assistant

CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2025

50715_rns_2025-05-15_b1569cbc-5a78-4e1d-bb63-324484ff41c5.pdf

DEFINITIONS

DEFINITIONS

亮礦能源集團股份有限公司

YANKUANG ENERGY GROUP COMPANY LIMITED*

I. INTRODUCTION

II. DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF EQUITY INTEREST IN XIBEI MINING AND CAPITAL INCREASE IN XIBEI MINING

A. Transaction Documents

1. THE AGREEMENT

Summary of the Transactions

The Acquisitions

Payment method for the Acquisitions

Capital increase

Payment method for the Capital Increase

Conditions precedent to the Agreement becoming effective

Behavior before closing

The closing of the Transactions

Profit and loss during the Transition Period

Statements and Warranties

Staff settlement

Disposal of debts and liabilities

Responsibility on default

Modification and Termination of the Agreement

2. Letter of Mineral Right Commitment

3. Letter of Performance Commitment

B. BASIC INFORMATION ON XIBEI MINING AND THE TARGET GROUP

C. INFORMATION ON THE PARTIES

The Company

Shandong Energy

Vendors

D. FINANCIAL AND BUSINESS IMPACT OF THE TRANSACTIONS

E. BENEFITS OF AND REASONS FOR THE TRANSACTIONS

(1) Reducing competition in the peers and promoting standardised operations

(2) Increasing profitability and shareholders' return

(3) Enhancing resource reserves and implementing development strategy

F. IMPLICATIONS UNDER THE LISTING RULES

G. CONFIRMATIONS

III. CONTINUING CONNECTED TRANSACTIONS

The Proposed Provision of Materials Supply Agreement

Date

Parties

Term

Major terms

Payment

Pricing

The historical amount, proposed annual caps and reasons

Reasons for and benefits of entering into the Proposed Provision of Materials Supply Agreement

Implications under the Listing Rules

2. Proposed Mutual Provision of Labour and Services Agreement

Proposed Mutual Provision of Labour and Services Agreement

Payment

Pricing

Basis of the proposed caps for labour and services provided by the Group to the Shandong Energy Members

Reasons for and benefits of entering into the Proposed Mutual Provision of Labour and Services Agreement

Implications under the Listing Rules

3. Proposed Provision of Insurance Fund Administrative Services Agreement

Proposed Provision of Insurance Fund Administrative Services Agreement

Pricing

The historical amount, proposed annual caps and reasons

Reasons for and benefits of entering into the Proposed Provision of Insurance Fund Administrative Services Agreement

Implications under the Listing Rules

4. Proposed Provision of Products, Materials and Asset Leasing Agreement

The Proposed Provision of Products, Materials and Asset Leasing Agreement

Pricing

The historical amount, proposed annual caps and reasons

Reasons for and benefits of entering into the Proposed Provision of Products, Materials and Asset Leasing Agreement

Implications under the Listing Rules

5. Proposed Bulk Commodities Sale and Purchase Agreement

Proposed Bulk Commodities Sale and Purchase Agreement

Pricing

The historical amount, proposed annual caps and reasons

Reasons for and benefits of entering into the Proposed Bulk Commodities Sale and Purchase Agreement

Implications under the Listing Rules

6. Proposed Finance Lease and Factoring Agreement

Proposed Finance Lease and Factoring Agreement

Separate Individual Agreement(s)

Pricing of Finance Lease Services

Pricing of Factoring Service

CStone Pharmaceuticals Proxy Solicitation & Information Statement 2025