China Shenhua Energy Company Limited : OVERSEAS REGULATORY ANNOUNCEMENT

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

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

The "Announcement on Resolutions at the 42nd Meeting of the Second Session of the Board of Directors" 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 24 December 2013 is enclosed hereto as overseas regulatory announcement.

Beijing, 23 December 2013

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 Xiwu, 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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Stock Code: 601088 Stock Short Name: China Shenhua No. of Announcement: Lin 2013-051

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.

The 42nd meeting of the second session of the board of directors (the "Board") of China Shenhua Energy Company Limited (the "Company"), with written notice and meeting materials served on 17 December 2013, was convened by way of physical meeting at 22 Xibinhe Road, Andingmen, Dongcheng District, Beijing on 23 December 2013. Nine out of the nine eligible directors attended the meeting in person and all members of the supervisory committee attended the meeting as non-voting participants. The convening of the meeting was in compliance with relevant laws including the Company Law, administrative regulations, departmental rules and the Articles of Association of China Shenhua Energy Company Limited.
The meeting was chaired by Dr. Zhang Xiwu, the Chairman of the Company. The following resolutions were passed after due consideration of the participating directors:

The Board considered and approved:
1. the proposal for acquisition by the Company of 100% equity interests in Shenhua Baotou Coal Chemical Co., Ltd. ("Baotou Company") held by the controlling shareholder Shenhua Group Corporation Limited ("Shenhua Group Co") and 100% equity interests in Shenhua Guohua Jiujiang Power Co., Ltd. ("Jiujiang Power") held by Beijing Guohua Power Co., Ltd. ("Guohua Power"), at the consideration of RMB9,322,820,400 determined based on the asset valuation report for the acquisition as of the valuation date, being 30
September 2013, prepared by Beijing China Enterprise Appraisal Co., Ltd. ("China
Enterprise Appraisal"), subject to the filing of the asset valuation report by Shenhua Group;
2. the proposal that the Company be approved to enter into the following agreements respectively with Shenhua Group Co and Guohua Power in relation to the acquisition and the transactions contemplated thereunder:
(1) the Equity Transfer Agreement to be entered into by the Company with Shenhua Group Co in relation to the acquisition of its 100% equity interests in Baotou Company and the transaction contemplated thereunder; and
(2) the Equity Transfer Agreement to be entered into by the Company with Guohua Power in relation to the acquisition of its 100% equity interests in Jiujiang Power and the transaction contemplated thereunder.
3. the proposal for confirming that China Enterprise Appraisal possesses appropriate qualifications for appraisals as well as securities and futures businesses and has no connection with the Company and its controlling shareholder and their connected persons, and that the major valuation basis including valuation parameters and estimated income

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adopted in valuing Baotou Company by China Enterprise Appraisal using the income approach as well as the valuation conclusion are in accordance with actual conditions and the valuation results are fair and reasonable.
4. the proposal that the following arrangements for the connected transactions upon completion of the acquisition under the following agreements be approved:
(1) that Jiujiang Power shall continue to use the financial assistance provided by
Guohua Power pursuant to the original agreement;
(2) that in lieu of Shenhua Group Co, the Company shall provide guarantee for the USD loan granted to Baotou Company upon completion of the acquisition, subject to the approval by China Development Bank; and the guarantee for the USD loan provided by Shenhua Group Co shall remain in force before the guarantee provided by the Company comes into effect; and
(3) that Shenhua Group and China Shenhua Coal Liquefaction and Chemical Co., Ltd. shall enter into the Patent Licensing Agreement with Baotou Company;
5. the proposal that the committee comprising Dr. Zhang Xiwu, Dr. Zhang Yuzhuo, Dr. Ling Wen and Mr. Gong Huazhang, all being directors of the Company, be authorized to deal with at its sole discretion all matters in relation to the acquisition, including but not limited to execution, supplement, amendment and implementation of documents related to the acquisition on behalf of the Company, procedures for relevant government approvals, information disclosure under applicable listing rules, and registration of changes in ownership of relevant assets.
For the purpose of the related party / connected transactions involved in this resolution between the Company and Shenhua Group Co, Dr. Zhang Xiwu, Dr. Zhang Yuzhuo, Dr. Ling Wen, Mr. Han Jianguo, Mr. Kong Dong and Mr. Chen Hongsheng, all being directors of the Company, hold concurrent positions in Shenhua Group and therefore abstained from voting in accordance with the applicable listing rules and the Articles of Association of the Company.
The connected directors of the Company have fully disclosed their interests in the related party / connected transactions involved in this resolution, and the independent non-executive directors of the Company have confirmed that none of them has any interest in such related party / connected transactions.
All directors (including independent non-executive directors) of the Company confirmed in accordance with relevant laws that, from the perspective of the Company, the related party / connected transactions involved in this resolution:
1) are conducted in the ordinary and usual course of business of the Company;
2) are carried out on normal commercial terms;
3) are fair and reasonable and in the interests of the Company and its shareholders as a whole.
Voting results: Out of the 3 ballots carrying voting rights, 3 assenting votes, 0 dissenting vote and 0 abstain vote
For details, please refer to the Announcement on Acquisition of Assets and Connected
Transactions published in conjunction with this announcement.

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The Board considered and approved the operating plan of the Company for the year
2014.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote and 0 abstain vote

The Board considered and approved:
1. the proposal that the Company be approved to contribute additional capital of US$90 million in cash to China Shenhua Overseas Development & Investment Co., Ltd. to finance the registered capital of a U.S. subsidiary (tentatively named "Shenhua Energy Inc.") which will be established by China Shenhua Overseas Development & Investment Co., Ltd. for the co-development with Energy Corporation of America on 25 shale gas wells in Greene County, Pennsylvania, the United States; and
2. the proposal that the committee comprising Dr. Zhang Xiwu, Dr. Zhang Yuzhuo and Dr. Ling Wen, all being directors of the Company, be authorized to deal with at its sole discretion the matters in relation to the capital contribution, including but not limited to handling business registration and foreign exchange issues.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote and 0 abstain vote
For details, please refer to the Announcement on Cooperative Development of the U.S. Shale Gas Project published in conjunction with this announcement.

The Board considered and approved the investment and construction of the dock for Project Phase II of Suizhong Power Co., Ltd. based on the proposal set out in the feasibility study report. The total investment amounts to RMB872 million, of which 20% will be financed by internal resources of Suizhong Power Co., Ltd. and the remaining 80% by bank loans.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote and 0 abstain vote

The Board considered and approved:
1. the proposal that a capital increase be made to Shenhua Baoshen Railway Holdings Co., Ltd. to maintain the Company's 100% equity interests in it through capital contributions in kind of RMB9.726 billion (including all the Company's 88.16% equity interests in Shenhua Baoshen Railway Co. Ltd., all 88.46% equity interests in Shenhua Ganquan Railway Co., Ltd. and all 90% equity interests in Shenhua Xinzhun Railway Co., Ltd.) as well as RMB2.0 billion in cash.
2. the proposal that upon completion of the capital increase, Shenhua Baoshen Railway Holdings Co., Ltd. be renamed to Shenhua Baoshen Railway Group Co., Ltd. and the aforesaid four companies be restructured to establish Shenhua Baoshen Railway Group Corporation.

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3. the proposal that the committee comprising Dr. Zhang Xiwu, Dr. Zhang Yuzhuo and Dr. Ling Wen, all being directors of the Company, be authorized to deal with at its sole discretion the matters in relation to the capital increase and establishment of the group corporation, including but not limited to executing relevant instruments (such as the articles of association) and making appropriate and necessary amendments to relevant documents, and applying to government authorities for approvals, authorizations or filing.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote and 0 abstain vote

The Board considered and approved the Management Measures on Internal Audit of
China Shenhua Energy Company Limited.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote and 0 abstain vote
By order of the Board
China Shenhua Energy Company Limited
Secretary to the Board of Directors
Huang Qing
23 December 2013

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Stock Code: 601088 Stock Short Name: China Shenhua No. of Announcement: Lin 2013-053

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.

IMPORTANT NOTICE: