China Shenhua Energy : OVERSEAS REGULATORY ANNOUNCEMENT - Announcement Regarding Re...

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

The "Announcement Regarding Resolutions at the 24th Meeting of the Third Session of the Board and Change in Senior Management" as published in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 18 March 2017 is enclosed hereto as overseas regulatory announcement.

As at the date of this announcement, the Board comprises the following: Dr. Zhang Yuzhuo, Dr. Ling Wen, Dr. Han Jianguo and Dr. Li Dong as executive directors, Mr. Chen Hongsheng and Mr. Zhao Jibin 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 2017-009

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 24th meeting of the third session of the board of directors (the "Board") of China Shenhua Energy Company Limited (the "Company"), with written notice served on 7 March 2017, was held on site on 17 March 2017 at 22 Andingmen Xibinhe Road, Dongcheng District, Beijing. The meeting was chaired by Zhang Yuzhuo (Chairman), and Ling Wen (Vice Chairman), Han Jianguo, Li Dong, Fan Hsu Lai Tai, Gong Huazhang Guo Peizhang, Chen Hongsheng and Zhao Jibin, all being directors, attended the meeting. Nine out of the nine eligible directors attended the meeting in person. Huang Qing (Secretary to the Board of Directors) attended the meeting and Zhai Richeng (Chairman of the Supervisory Committee) and Shen Lin (Supervisor)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 the Company. Wang Jinli (Senior Vice President), Wang Shumin (Vice President) and Zhang Jiming (Vice President), Zhang Kehui (Chief Financial Officer), Lv Zhiren and Jia Jinzhong, both being candidates for the position of Vice President, attended the meeting as non-voting participants.

The following resolutions were passed after due consideration of the participating directors:

1. Resolution on the Provision for Impairment of Assets of China Shenhua

   All directors (including independent non-executive directors) confirmed that: the provision for impairment of assets by the Company for 2016 is in accordance with Chinese Accounting Standards for Business Enterprises (CASs), International Accounting Standards (IASs) and relevant requirements of the Company, and the actual conditions of the Company's assets. After the provision for impairment, the 2016 annual financial statements will provide a more impartial view of the financial position, the value of assets and operating results of the Company as of 31 December 2016. The board of directors agreed on the provision for impairment of assets. Independent directors of the Company are of the view that: the provision for impairment of assets is in accordance with CASs, IASs and relevant requirements of the Company and the actual conditions of the Company's assets. The procedures of approving the provision for impairment are in compliance with laws and regulations. After the provision for impairment, the 2016 annual financial statements will provide a more impartial view of the financial position, the value of assets and operating results of the Company as of 31 December 2016, which is beneficial to the provision

   of more accurate and reliable accounting information to the investors without impairing the interests of the Company and the shareholders, especially the interests of minority shareholders.

   All independent non-executive directors expressed their independent opinion on "assenting" the resolution.

   Voting result: 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote, 0 abstained vote

   The announcement regarding provision for impairment of assets is disclosed on the website of the Shanghai Stock Exchange at the same time as this announcement.

2. Resolution on the 2016 Financial Report of China Shenhua Energy Company Limited

   All independent non-executive directors expressed their independent opinion on "assenting" the resolution.

   Voting result: 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote, 0 abstained vote

   The resolution shall be subject to the consideration and approval at the 2016 annual general meeting. For details, please refer to the 2016 annual report of the Company.

3. Resolution on the 2016 Profit Distribution of the Company

   The Board recommended the distribution of final dividend of RMB0.46/share (inclusive of tax) by cash for the year 2016 with a total amount of RMB9,149 million (inclusive of tax), which accounted for 40.3% of the net profit attributable to shareholders of the Company according to the CASs for Business Enterprises for the year 2016.

   The Board proposed the above 2016 final dividend plan at the 2016 annual general meeting of the Company for consideration and approval and proposed at the annual general meeting to authorize the Chairman and Vice Chairman (President) of the Company to implement the distribution and to deal with matters in relation to, among others, tax withholding and foreign exchange as required by relevant laws, regulations and regulatory authorities.

   All independent non-executive directors expressed their independent opinion on "assenting" the resolution.

   Voting result: 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote, 0 abstained vote

   The resolution shall be subject to the consideration and approval at the 2016 annual general meeting.

4. Resolution on the Distribution of Special Dividend of the Company

   The Board recommended the distribution of final dividend of RMB2.51/share (inclusive of tax) by cash for the year 2016 with a total amount of RMB49,923 million (inclusive of tax), which accounted for 47.5% of the undistributed profit of the Company of RMB104,992 million as of 31 December 2015 under the CASs for

   Business Enterprises and 32.4% of the undistributed profit of the Company of RMB153,846 million as of 31 December 2016 (before deducting the amount of RMB9,149 million under the 2016 final dividend plan).

   The Board proposed the above special dividend plan at the 2016 annual general meeting of the Company for consideration and approval and proposed at the annual general meeting to authorize the Chairman and Vice Chairman (President) of the Company to implement the distribution and to deal with matters in relation to, among others, tax withholding and foreign exchange as required by relevant laws, regulations and regulatory authorities.

   All directors (including independent directors) of the Company agreed the special dividend plan and, from the perspective of the Company, confirmed that the special dividend plan: (1) complies with the provisions of applicable laws and regulations and the Articles of Association of the Company; (2) has no impact on the normal operations and sustainable development of the Company; and (3) is in the interests of the Company's shareholders as a whole.

   Voting result: 9 ballots carrying voting rights, 9 assenting votes, 0 dissenting vote, 0 abstained vote

   The resolution shall be subject to the consideration and approval at the 2016 annual general meeting.

   The announcement regarding explanation on special dividend distribution is disclosed on the website of the Shanghai Stock Exchange at the same time as this announcement.

5. Resolution on Authorising the Board to Decide on the Issuance of Debt Financing Instruments at the General Meeting

The Board resolved to propose at the 2016 annual general meeting to authorise the Board to carry out the followings:

1. To determine the proposed issue of debt financing instruments of the Company within the limit of issuance, including but not limited to short-term debentures, medium-term notes, super short-term commercial papers, perpetual bond, corporate bonds and enterprise bonds in domestic market as well as Renminbi denominated bonds and foreign currency denominated bonds, etc. in overseas market (excluding convertible bonds that may be converted into equity securities).

2. To determine and finalise, based on the Company's needs and market conditions, the specific terms and conditions of and all relevant matters in connection with the proposed issue of debt financing instruments, including but not limited to type, principal, interest rate, term, issuance timing, targets and use of proceeds of such debt financing instruments to be issued within the aforesaid limit and the production, execution and disclosure of all necessary documents.

3. To satisfy the following criteria for any corporate bonds to be issued through a domestic exchange: the principal shall not exceed RMB50 billion; the term shall not exceed 10 years; and such corporate bonds may be issued to the Company's