China Shenhua Energy Company Limited : Overseas Regulatory Announcement

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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 39th Meeting of the Second Session of the Board" 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 August 2013 is enclosed hereto as overseas regulatory announcement.

By Order of the Board

Huang Qing

Secretary to the Board of Directors

Beijing, 23 August 2013

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 2013-028

The board of directors and all d irectors of China Shenhua Energy Company Limited guarantee that the information contained in this announcement does not contain any false statements, mislead ing representations or material omissions, and jointly and severally accept responsibility as to the truthfulness, accuracy and completeness of the

content herein.

The 39th 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 13
August 2013, was convened by way of physical meeting at Shenhua Tower, 22 Xibinhe Road, Andingmen, Beijing on 23 August 2013. Out of the nine eligible directors, nine directors attended the meeting in person. All members of the Supervisory Committee were present at the meeting. 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:

Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

The Board considered and approved:
1. the proposal that the Company be approved to contribute additional capital of
RMB460,320,000 in cash to Shenhua Fujian Energy Co., Ltd.;

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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 increase, including but not limited to amending the articles of association and handling the registration/filings with the industrial and commerce authorities.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

The Board considered and approved:
1. the proposal that the accumulative retained earnings of RMB15,829,600 from 2010 to 2012
of Shenhua Hollysys Information Technology Co., Ltd. be converted into its registered capital;
2. the proposal that the Company be approved to participate in the capital increase in cash in Shenhua Hollysys Information Technology Co., Ltd. proportional to its shareholdings together with Beijing Hollysys Automation Technologies Co., Ltd., pursuant to which the Company will contribute RMB25,336,300 to maintain its 80% shareholdings in Shenhua Hollysys Information Technology Co.,
Ltd.;
3. the proposal that the Company be approved to enter into the capital increase agreement with
Beijing Hollysys Automation Technologies Co., Ltd.;
4. 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, including but not limited to entering into the capital increase agreement, amending the articles of association and handling the registration/filings with the industrial and commerce authorities.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

The Board considered and approved:
1. the proposal that the Company be approved to participate in the capital increase of RMB129,000,000 in Shenhua Bayannaoer Energy Co., Ltd. proportional to its shareholdings together with its other shareholders, pursuant to which the Company will contribute RMB77,400,000 to maintain its 60% shareholdings in Shenhua Bayannaoer Energy Co., Ltd.;
2. the proposal that the Company be approved to enter into the capital increase agreement with
other shareholders of Shenhua Bayannaoer Energy Co., Ltd.;
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, including but not limited to entering into the capital increase agreement, amending the articles of association and handling the registration/filings with the industrial and commerce authorities.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

The Board considered and approved:

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1. the proposal that the Company be approved to establish Shenhua Mengdong Railway Co., Ltd. (a tentative name subject to business registration) as a wholly-owned subsidiary, with registered capital of RMB500,000,000 to which the Company will contribute RMB500,000,000 in cash for its
100% equity interests;
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 the matters in relation to the establishment of Shenhua Mengdong Railway Co., Ltd. as a wholly-owned subsidiary, including but not limited to signing on the articles of association and handling business registration/filings.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

The Board considered and approved:
1. the proposal that the Company be approved to establish Shenhua Shenmu Yanjiata Coal Transportation Co., Ltd. (a tentative name subject to business registration) as a joint venture with Zhongyu Coal Transportation and Sales Company, with registered capital of RMB30,000,000 to which the Company will contribute RMB15,300,000 in cash for its 51% equity interests;
2. the proposal that the Company be approved to enter into the joint venture agreement with
Zhongyu Coal Transportation and Sales Company;
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 the matters in relation to the establishment of the joint venture, including but not limited to entering into the joint venture agreement, signing on the articles of association and handling the business registration/filings.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

The Board considered and approved:
1. the proposal that the Company be approved to establish Shenhua Guohua Guangtou (Liuzhou) Power Generation Co., Ltd. (a tentative name subject to business registration) as a joint venture with Guangxi Investment Group Co., Ltd., pursuant to which the Company will contribute RMB187,200,000 in cash for its 52% equity interests;
2. the proposal that the Company be approved to enter into the joint venture agreement with
Guangxi Investment Group Co., Ltd.;
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 sign on the documents in relation to the establishment of the joint venture (including but not limited to the capital contribution agreement and the articles of association) and make appropriate and necessary amendments to relevant documents;
4. the proposal that after establishment of the join venture, the matters in relation to acquisition
of assets or equity interests in the original project owner, if any, shall be separately submitted to the
Company for consideration and approval according to the specified procedures.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)

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The Board considered and approved:
1. the proposal that the Company be approved to dispose its 30% equity interests in Inner Mongolia Menghua Wuhai Thermal Power Co., Ltd. through public auction with a reserve price not less than RMB3,000,000;
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 disposal, including but not limited to executing relevant legal instruments and making appropriate and necessary amendments to relevant documents.
Voting results: Out of the 9 ballots carrying voting rights, 9 assenting vote(s), 0 dissenting vote(s)
and 0 abstained vote(s)
By order of the Board
China Shenhua Energy Company Limited Secretary to the Board of Directors Huang Qing
23 August 2013

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