China Shenhua Energy : Overseas Regulatory Annou...

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

OVERSEAS REGULATORY ANNOUNCEMENT

The "Announcement Regarding Resolutions at the 43rd Meeting of the Second Session of the Board" and so on as published in Chinese in the China Securities Journal, the Shanghai Securities News, the Securities Times and the Securities Daily and on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 29 March
2014 is enclosed hereto as overseas regulatory announcement.

Beijing, 28 March 2014

By Order of the Board

Huang Qing

Secretary to the Board of Directors

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 nonexecutive directors, and Ms. Fan Hsu Lai Tai, Mr. Gong Huazhang and Mr. Guo Peizhang as independent non-executive directors.

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Stock Code: 601088 Stock Short Name: China Shenhua No. of Announcement: Lin 2014-012

The board of directors and all directors of China Shenhua Energy Company Limited (the "Company") guarantee that the information set out in this announcement does not contain any false statements, misleading representations or material omissions, and severally and jointly accept responsibility as to the truthfulness, accuracy and completeness of the content herein.

The 43rd meeting of the second session of the board of directors (the "Board") of the Company, with written notice served on 17 March 2014, was held on site and by way of telecommunication on 28 March 2014 at 22 Andingmen Xibinhe Road, Dongcheng District, Beijing. Eight out of the eight eligible directors attended the meeting in person, including director Kong Dong attending through telephone, and all members of the supervisory committee were in-attendance at the meeting. The convening of the meeting was in compliance with relevant laws including the Company Law, administrative regulations and departmental rules and the Articles of Association of the Company.
The meeting was chaired by Vice Chairman Zhang Yuzhuo. The following resolutions were passed after due consideration of the participating directors:
I. Resolution on the "Financial Report for 2013 of China Shenhua Energy
Company Limited"
All independent non-executive directors gave the independent opinion of
"consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
The proposal is subject to the approval of the 2013 annual general meeting.
II. Resolution on the "Directors' Report for 2013 of China Shenhua Energy
Company Limited"
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
The proposal is subject to the approval of the 2013 annual general meeting.
III. Resolution on the "2013 Assessment Report on the Internal Control of China
Shenhua Energy Company Limited"
All independent non-executive directors gave the independent opinion of
"consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.

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IV. Resolution on the "2013 Annual Report of China Shenhua Energy Company
Limited"
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
V. Resolution on the "2013 CSR Report of China Shenhua Energy Company
Limited"
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
VI. Resolution on the Profit Distribution Plan of the Company for 2013
The profit distribution plan of the Company for 2013 is set out as below:
1. Net profit attributable to equity shareholders of the Company for 2013 under the International Financial Reporting Standards amounted to RMB45.079 billion, representing basic earnings per share of RMB2.266.
2. It is proposed to distribute a final dividend for 2013 of RMB0.91 per share (inclusive of tax), totalling approximately RMB18.10 billion (inclusive of tax), which represents 40% of net profit attributable to equity shareholders of the Company for
2013 under the International Financial Reporting Standards.
The Board resolved to submit the above profit distribution plan to the 2013 annual general meeting of the Company for consideration and approval, and to propose to the annual general meeting to authorise a committee comprising directors Dr. Zhang Yuzhuo and Dr. Ling Wen to implement the above mentioned profit distribution plan and to deal with the matters in relation to tax withholding as required by relevant laws, regulations and regulatory authorities.
All independent non-executive directors gave the independent opinion of
"consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
VII. Resolution on the Remuneration of the Directors and Supervisors of the
Company for 2013
The Board resolved to submit the proposed remuneration of the directors and supervisors of the Company for 2013 to the 2013 annual general meeting of the Company for consideration and approval. All independent non-executive directors gave the independent opinion of "consent" on this resolution.
Details of the proposed remuneration of the directors and supervisors of the
Company for 2013 are set out in the 2013 annual report of the Company.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
VIII. Resolution on the Remuneration of the Senior Management of the Company for 2013
The Board approved the proposed remuneration of the senior management of the Company for 2013. All independent non-executive directors gave the independent opinion of "consent" on this resolution.

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Details of the proposed remuneration of the senior management of the Company for 2013 are set out in the 2013 annual report of the Company.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
IX. Resolution on Re-appointment of External Auditors of the Company for 2014
The Board considered and approved to submit to the 2013 annual general meeting the proposal for re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the Company's domestic and international auditors respectively for 2014, with a term up to the conclusion of the annual general meeting for the next year, and propose to the annual general meeting to authorise a committee comprising directors Dr. Zhang Yuzhuo, Dr. Ling Wen and Mr. Gong Huazhang to determine the remuneration of the auditors. All independent non-executive directors gave the independent opinion of "consent" on this resolution.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
X. Resolution on the "Special Report on Deposit and Use of Proceeds of China
Shenhua Energy Company Limited"
The details of the aforesaid report are set out in the relevant document disclosed at the same time as this announcement.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XI. Resolution on Granting a General Mandate to the Board of Directors for
Issuance of A shares and H shares
The Board resolved to propose to the 2013 annual general meeting for consideration and approval by special resolution on the granting of a general mandate to the Board to, by reference to market conditions and in accordance with needs of the Company, issue and allot, either separately or concurrently, additional domestic shares ("A shares") or overseas-listed foreign invested shares ("H shares") not exceeding 20% of the number of respective class shares in issue at the time of passing this resolution at the annual general meeting. Pursuant to PRC laws and regulations, the Company will seek further approval from its shareholders in general meeting for each issuance of A shares even where this general mandate is granted.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XII. Resolution on Granting a General Mandate to the Board of Directors for
Repurchase of A shares and H shares
The Board resolved to propose to the 2013 annual general meeting, the 2014 first class meeting of the holders of domestic shares (A shares) and the 2014 first class meeting of the holders of overseas-listed foreign invested shares (H shares) for consideration and approval by special resolution on the granting of a general mandate to the Board:

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(1) to, by reference to market conditions and in accordance with needs of the Company, repurchase A shares not exceeding 10% of the number of A shares in issue at the time when this resolution is passed at annual general meeting and class meeting of shareholders. Pursuant to PRC laws and regulations, for repurchases of A shares, the Company will seek further approval from its shareholders at general meeting for each repurchase of A shares even where the general mandate is granted, but will not be required to seek shareholders' approval at class meetings of the holders of A shares and the holders of H shares;
(2) to, by reference to market conditions and in accordance with needs of the Company, repurchase H shares not exceeding 10% of the number of H shares in issue at the time when this resolution is passed at annual general meeting and class meeting of shareholders.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XIII. Resolution on Conducting Thermal Coal Futures Business
The Board considered and approved the Company to conduct futures hedging business, subject to a maximum aggregate size of thermal coal futures hedging volume not exceeding 10% of seaborne coal sales volume out of the total coal sales volume of the Company for 2014. The margin size is up to RMB 300 million;
All independent non-executive directors of the Company confirmed in accordance with relevant laws that: (1) the Company has established and improved a mechanism and relevant system for the thermal coal futures business; and (2) The approval procedures on conducting thermal coal futures business are in compliance with relevant laws and regulations and the Articles of Association, without damaging any interests of the Company and the shareholders as a whole.
The details are set out in the Announcement on Conducting Thermal Coal Futures
Hedging Business disclosed at the same time as this announcement.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
Ltd.
XIV. Resolution on the Capital Increase in Shenhua Beidian Shengli Energy Co.,
The Board considered and approved:
1. the proposal that a capital increase of RMB73.66 million in cash be made to
Shenhua Beidian Shengli Energy Co., Ltd.;
2. the proposal that the committee comprising directors Dr. Zhang Yuzhuo and Dr. Ling Wen be authorized to deal with at its sole discretion the matters in relation to the capital increase, including but not limited to executing relevant instruments and making appropriate and necessary amendments to relevant documents.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XV. Resolution on the Adjustment to Establishment Mode of Shenhua Railway and Rolling Stock Co., Ltd.
The Board considered and approved:

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1. the proposal that Shenhua Railway and Rolling Stock Co., Ltd. be established through "acquisition of all assets and liabilities of China Shenhua Rolling Stock Branch in cash after incorporation of Shenhua Railway and Rolling Stock Co., Ltd."; and
2. the proposal that the committee comprising directors Dr. Zhang Yuzhuo and Dr. Ling Wen be authorized to sign on the documents in relation to the establishment of Shenhua Railway and Rolling Stock Co., Ltd. and the acquisition of Shenhua Rolling Stock Branch (including but not limited to the capital contribution agreement, the acquisition agreement, the articles of association or any amendments thereto) and make appropriate and necessary amendments to relevant documents.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
XVI. Resolution on the Amendments to the "Management Measures on the Use of
Proceeds of China Shenhua Energy Company Limited"
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
The details of the aforesaid measures are set out in the relevant documents disclosed at the same time as this announcement.
XVII. Resolution on the Amendments to the "Rules of Procedures of Meetings of the Audit Committee of the Board of Directors of China Shenhua Energy Company Limited" and the "Rules on Work of the Audit Committee of the Board of Directors of China Shenhua Energy Company Limited"
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
The details of the aforesaid rules are set out in the relevant documents disclosed at the same time as this announcement.
XVIII. Resolution on Authorising the Board of Directors to Decide on the
Issuance of Debt Financing Instruments
The Board resolved to propose to the 2013 annual general meeting to authorise the Board :
1. to, determine the issuance of debt financing instruments, including but not limited to short-term debentures, medium-term notes, super short-term debentures, corporate bonds and enterprise bonds in the domestic market, and Renminbi denominated bonds and foreign currency denominated bonds in overseas markets, excluding convertible bonds.
2. to, by reference to the market conditions and in accordance with needs of the Company, determine the specific terms, conditions and relevant matters relating to the issuance of relevant debt financing instruments, including but not limited to determining the type, amount, interest rate, term, time of issuance, target of issuance and use of proceeds of the debt financing instruments, and preparing, signing and disclosing all necessary documents within the above prescribed scope.
3. In the case of the issuance of corporate bonds in domestic exchanges, the following criteria must be satisfied: the amount should not exceed RMB50 billion; the term should not exceed 10 years; and placing to shareholders of the Company can be

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made, with the specific placing arrangements (including whether to place and placement ratio, etc.) to be determined by the Board based on market conditions and the specific matters of the issuance.
4. Within the scope of this authorisation and after the Board has made a decision on the type, range of the amount, range of the term and scope of use of proceeds of the issuance of debt financing instruments, the Board may delegate to Dr. Ling Wen, executive director and president, and Ms. Zhang Kehui, chief financial officer, of the Company to decide on other matters and the specific implementation of the issuance
5. The authorisation mentioned hereunder will be valid from 14 September
2014 to 13 September 2016 subject to the approval obtained at the general meeting.
Voting result: 8 ballots carrying voting rights, 8 assenting votes, 0 dissenting vote,
0 abstained vote.
Notices of the 2013 annual general meeting, the 2014 first class meeting of the holders of A shares and the 2014 first class meeting of the holders of H shares will be separately published by the Company in due course.
By order of the Board of Directors China Shenhua Energy Company Limited Huang Qing
Secretary to the Board of Directors
28 March 2014

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Stock Code: 601088 Stock Short Name: China Shenhua No. of Announcement: Lin 2014-014

The board of directors and all directors of China Shenhua Energy Company Limited guarantee that the information set out in this announcement does not contain any false statements, misleading representations or material omissions, and severally and jointly accept responsibility as to the truthfulness, accuracy and completeness of the content herein.
At the 43rd meeting of the second session of the board of directors (the "Board") of China Shenhua Energy Company Limited (the "Company") on 28 March 2014, the Resolution on Conducting Thermal Coal Futures Business was considered and approved, pursuant to which the Company is approved to conduct thermal coal futures hedging business. The proposal is not subject to approval at the general meeting. Details of the thermal coal hedging business are disclosed as below:

1. Commodity: Thermal coal futures traded at Zhengzhou Commodity
Exchange;
2. Transaction volume: The thermal coal futures hedging volume for the period commencing from the date of approval by the Board up to 31 December 2014 shall not exceed 10% of seaborne coal sales volume among the total coal sales volume of the Company for 2014;
3. Margin size: Up to RMB 300 million;
4. Purpose: Hedging against market risk;
5. Decision-making and execution of futures business: The Company's internal decision-making body is responsible for decision-making and approval of the futures business. Shenhua Trading Group Co., Ltd., a wholly-owned subsidiary of the Company, is responsible for implementation of futures transactions, including business execution and relevant risk control within its authorization.

1. Market Risk
It is associated with, among others:1) market systematic risk; 2)directional errors in price forecast; and 3) deviations of futures price from spot price.
2. Policy Risk
It is associated with amendments of futures market related rules and regulations by the regulatory authorities.
3. Liquidity Risk
It is associated with, among others:a failure in closing a position due to unavailability of orders or prices, as a result of the deteriorated liquidity of contracts; difficulties in execution due to depressed trading volume and/or huge impact on costs or resulting in substantial hedging costs as a result of the exit of main contracts; and

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difficulties in transaction in a market with low trading volumewhere any transaction would lead to significant price fluctuations.
4. Operational Risk
It is associated with, among others:reckless operations without regard to the support by adequate professionals; falling short of internal resources due to full engagement in the businesses available for hedging; mismatch of the hedging percentage with cash flows and other internal resources; and operational errors such as wrong orders.
5. Technical Risk
It is associated with, among others: disruption due to a failure in trading system or network; disruption due to a malfunction of the system of the exchange; and disruption due to a failure in trading system or network of the broker.

1. Establishing the scientific and standardized organization and internal control system
The Company has established an organizational structure for the hedging business to allow functional division of decision-making, trading and risk control, and enacted the duties for futures-related posts, hedging business workflows and risk management regulations on futures business.
2. Strictly adhering to the strategic positioning and principle for hedging to prevent speculation
The Company shall leverage on futures based on and for the benefit of its spot transaction strategies, and only engage in futures hedging with underlying spot transactions under a scientific hedging approach, thus refraining itself from any speculative attempt and preventing any market speculation in any form.
3. Focusing on talent training under a competitive incentive mechanism
Combining internal cultivation and talent introduction, the Company expects to gradually build up a pool of futures professionals. The Company will also adopt scientific and rational incentives to identify and retain talents, laying a solid foundation for healthy development of its futures business.

All independent non-executive directors of the Company have confirmed in accordance with relevant laws that:
1. The Company has established and improved a mechanism and relevant system for the thermal coal futures business;
2. The approval procedures on conducting thermal coal futures business are in compliance with relevant laws and regulations and the Articles of Association, without damaging any interests of the Company and the shareholders as a whole.

(I) Resolutions passed at the 43rd meeting of the second session of the Board of the Company;
(II) Opinion of independent directors

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By order of the Board of Directors China Shenhua Energy Company Limited Huang Qing

Secretary to the Board of Directors

28 March 2014

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