China Shenhua Energy : ANNOUNCEMENT ON THE PERFO...

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in reliance upon the whole or any part of the contents of this announcement.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

This announcement is made pursuant to Rule 13.09(2) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong).
In accordance with the requirements under the Regulatory Guideline No. 4 for Listed Companies - Commitments and Performance of De facto Controllers, Shareholders, Connected Parties, Acquirers and Listed Companies (China Securities Regulatory Commission Announcement [2013] No.55) (the "Guideline No.4") and the Notice on Further Improving Commitments and Performance of De facto Controllers, Shareholders, Connected Parties, Acquirers and Listed Companies (Jing Zheng Jian Fa [2014] No.35) (the "Notice"), China Shenhua Energy Company Limited ("China Shenhua" or the "Company") issued the Announcement on the Outstanding Commitment on 14 February 2014. According to the announcement, the outstanding commitment is the non-competition undertaking as set out in the Non-competition Agreement between Shenhua Group Corporation Limited ("Shenhua Group") (the controlling shareholder of the Company) and the Company.
In accordance with the requirements under the Guideline No.4 and the Notice, a definite time limit is required for performing non-competition undertakings made by shareholders of listed companies and listed companies during the process of initial public offering, refinancing, split share structure reform, mergers and acquisitions and designated corporate governance campaigns. Therefore, with a view to further standardize the performance of the aforesaid undertakings, China Shenhua has made proposal for the acquisition of the relevant assets held by Shenhua Group and its subsidiaries pursuant to the Non-competition Agreement as follows:

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Pursuant to the Non-Competition Agreement, Shenhua Group undertook that in respect of the retained businesses of Shenhua Group for the purpose of restructuring and listing, and the existing and future businesses, that compete or may compete with the principal businesses of China Shenhua directly or indirectly, China Shenhua was granted options and pre-emptive rights to acquire such businesses from Shenhua Group and its subsidiaries through one-off or a series of transactions.
Set out below are the existing unlisted assets held by Shenhua Group on which China Shenhua may exercise options and pre-emptive rights:
Asset 1: Acquisition of the 51% equity interests of Shenhua Ningxia Coal Industry Group
Co., Ltd. held by Shenhua Group;
Asset 2: Acquisition of the 100% equity interests of Shenhua Guoneng Energy Group
Corporation Limited held by Shenhua Group;
Asset 3: Acquisition of the 100% equity interests of China Shenhua Coal to Liquid and
Chemical Co., Ltd. held by Shenhua Group;
Asset 4: Acquisition of the 100% equity interests of Shenhua Xinjiang Energy Company
Limited held by Shenhua Group;
Asset 5: Acquisition of the 100% equity interests of Xinjiang Shenhua Mining Industry
Company Limited held by Shenhua Group;
Asset 6: Acquisition of the 100% equity interests of Shenhua Wuhai Coal Group Corporation
Limited held by Shenhua Group;
Asset 7: Acquisition of the 100% equity interests of Shenhua Group Baotou Mining Co., Ltd. held by Shenhua Group;
Asset 8: Acquisition of the 51% equity interests of Shaanxi Shenyan Coal Co., Ltd. held by
Shenhua Group;
Asset 9: Acquisition of the 100% equity interests of Shenhua Hangmian Energy Company
Limited held by Shenhua Group;
Asset 10: Acquisition of the 100% equity interest of Guohua Xuzhou Power Generation Co., Ltd. held by Beijing Guohua Power Company Limited, a subsidiary of Shenhua Group;

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Asset 11: Acquisition of the 100% equity interests of Ningxia Guohua Ningdong Power Generation Co., Ltd. held by Beijing Guohua Power Company Limited, a subsidiary of Shenhua Group;
Asset 12: Acquisition of the 51% equity interests of Shenhua Guohua (Zhoushan) Power Generation Co., Ltd. held by Beijing Guohua Power Company Limited, a subsidiary of Shenhua Group;
Asset 13: Acquisition of the 45% equity interests of Jiangsu Guohua Gaozi Power Generation Co., Ltd. held by Beijing Guohua Power Company Limited, a subsidiary of Shenhua Group;
Asset 14: Acquisition of the 49% equity interests of Shanxi Province Jinshen Energy Co., Ltd. held by Shenhua Group;
As of the date of this announcement, apart from the aforementioned assets, Shenhua Group has not made undertaking on injection of any other assets, nor are there any other assets on which China Shenhua may exercise options and pre-emptive rights as stipulated under the Non- competition Agreement.

In respect of the aforementioned assets, China Shenhua will commence acquisition before
30 June 2019 (submitting the asset injection proposal to the internal competent authorities of China Shenhua for approval procedure).

China Shenhua wishes to remind the shareholders of the Company that:
(1) in the event that there is any change in the shareholding of Shenhua Group in the aforementioned target companies after the date of this announcement, the scope of the acquisition shall be subject to the actual shareholding of Shenhua Group in such target companies at the time of acquisition;
(2) pursuant to the Non-competition Agreement, if a third party has and will exercise its statutory pre-emptive right as permitted by relevant laws and articles of association to acquire, under the same terms and conditions, any assets, China Shenhua will not be able to exercise options and pre-emptive rights. Under such circumstances, Shenhua Group and China Shenhua will use their best endeavours to procure such third party to waive its statutory pre-emptive right;

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(3) if the commitment cannot be fulfilled or cannot be performed on time due to circumstances beyond the control of China Shenhua, such as changes in relevant laws, regulations and policies, and natural disasters, China Shenhua will disclose relevant information in due course to protect the interest of the shareholders of the Company.
Shenhua Group will assist China Shenhua in exercising options and pre-emptive rights according to the provisions under the Non-competition Agreement.
By order of the Board

Secretary to the Board

Beijing, 27 June 2014

As at the date of this announcement, the Board comprises the following: Dr. Zhang Yuzhuo, Dr. Ling Wen and Mr. Han Jianguo as executive directors, Mr. Kong Dong and Mr. Chen Hongsheng as non- executive directors, and Ms. Fan Hsu Lai Tai, Mr. Gong Huazhang and Mr. Guo Peizhang as independent non-executive directors.

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