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(Stock Code: 01088) DISCLOSEABLE TRANSACTION CONNECTED

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(Stock Code: 01088) DISCLOSEABLE TRANSACTION CONNECTED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Shenhua Energy Company Limited, you should at once pass this circular to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Shenhua Energy Company Limited. (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01088) DISCLOSEABLE TRANSACTION CONNECTED TRANSACTION CONTINUING CONNECTED TRANSACTION ENTERING INTO JOINT VENTURE AGREEMENT REVISION OF ANNUAL CAPS OF CONTINUING CONNECTED TRANSACTIONS AMENDMENTS TO THE EXISTING NON-COMPETITION AGREEMENT PROPOSED APPOINTMENTS OF DIRECTORS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION Financial Advisers to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 1 to 83 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 84 to 85 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 86 to 192 of this circular. Notice convening the EGM with reply slip and form of proxy for use at the said meeting will be despatched by the Company to the Shareholders as soon as practicable in accordance with the Hong Kong Listing Rules. 12 March 2018 TABLE OF CONTENTS Page DEFINITIONS ................................................................. ii LETTER FROM THE BOARD .................................................... 1 1 INTRODUCTION ....................................................... 2 2 ENTERING INTO JOINT VENTURE AGREEMENT ............................ 2 3 REVISION OF ANNUAL CAPS OF CONTINUING CONNECTED TRANSACTIONS .. 36 4 AMENDMENTS TO THE EXISTING NON-COMPETITION AGREEMENT .......... 56 5 PROPOSED APPOINTMENTS OF DIRECTORS ............................... 75 6 AMENDMENTS TO THE ARTICLES OF ASSOCIATION ....................... 80 7 THE EXTRAORDINARY GENERAL MEETING ............................... 81 8 RECOMMENDATION ................................................... 82 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ......................... 84 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ......................... 86 APPENDIX I – SUMMARY OF VALUATION REPORTS OF THE SHENHUA CONTRIBUTED ASSETS ........................................ 193 APPENDIX II – SUMMARY OF VALUATION REPORTS OF THE GD CONTRIBUTED ASSETS .............................................. 284 APPENDIX III – GENERAL INFORMATION ....................................... 384 – i – DEFINITIONS The following expressions have the following meanings unless the context requires otherwise: “2014 Non-Competition the Non-Competition Undertakings made by CHNENERGY on 27 June Undertakings” 2014; “Abstained Directors” Dr. Ling Wen, Dr. Han Jianguo, Dr. Li Dong and Mr. Zhao Jibin, all being Directors, who had abstained from voting as Directors on the relevant board resolution(s); “Articles of Association” the articles of association of the Company; “associate” has the meaning ascribed thereto under the Hong Kong Listing Rules; “Board” the board of directors of the Company; “CEA” Beijing China Enterprise Appraisals Co., Ltd. (北京中企華資產評估有 限責任公司); “CHNENERGY” China Energy Investment Corporation Limited (國家能源投資集團有 限責任公司), the new company name of Shenhua Group Corporation Limited. CHNENERGY is the controlling shareholder of the Company; “CHNENERGY Group” collectively, CHNENERGY and its subsidiaries (excluding the Group); “Company” China Shenhua Energy Company Limited (中國神華能源股份有限 公司), a joint stock limited company incorporated in the PRC, the H shares of which are listed on the Hong Kong Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange; “Company Law” the Company Law of the PRC; “Completion Date” date of the completion of the Joint Venture Transaction; “Conventional Power coal-fired power generation (including coal-fired power generation Generation Business” business in coal-electricity integrated power projects) and hydropower generation; “Director(s)” the director(s) of the Company; – ii – DEFINITIONS “EGM” the 2018 first extraordinary general meeting of the Company to be convened and held by the Company; “Existing Financial the Financial Services Agreement dated 24 March 2016 entered into Services Agreement” between the Company and CHNENERGY; “Existing Mutual Coal Supply the Mutual Coal Supply Agreement dated 24 March 2016 entered into Agreement” between the Company and CHNENERGY; “Existing Mutual Supplies and the Mutual Supplies and Services Agreement dated 24 March 2016 Services Agreement” entered into between the Company and CHNENERGY; “Existing Non-Competition the Non-Competition Agreement entered into on 24 May 2005 between Agreement” CHNENERGY and the Company; “Finance Company” Shenhua Finance Co., Ltd. (神華財務有限公司), a limited liability company incorporated in the PRC; “GD Contributed Assets” the equity and assets of the relevant coal-fired power generation companies to be contributed by GD Power to the Joint Venture Company; “GD Power” GD Power Development Co., Ltd. (國電電力發展股份有限公 司), a joint stock limited company incorporated in the PRC with limited liability, the shares of which are listed on the Shanghai Stock Exchange; “Group” the Company and its subsidiaries; “Guodian Group” Guodian Group Co and its subsidiaries; “Guodian Group Co” China Guodian Corporation (中國國電集團有限公司), the controlling shareholder of the GD Power as defined under the Hong Kong Listing Rules; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; – iii – DEFINITIONS “Hong Kong Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Independent Board Committee” an independent board committee of the Board comprising all the independent non-executive Directors; “Independent Financial Adviser” Platinum Securities Company Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders; “Independent Shareholders” Shareholders who are not required to abstain from voting on the relevant resolution(s) relating to the subject transactions to be proposed at the general meeting under the Hong Kong Listing Rules; “Joint Venture Agreement” the Agreement on Establishment of the Joint Venture Company by way of Assets Reorganizations dated 1 March 2018 entered into between the China Shenhua Energy Company Limited and GD Power Development Co., Ltd.; “Joint Venture Company” the joint venture company to be established by the Company and GD Power; “Joint Venture Framework the Joint Venture Framework Agreement of GD Power Development Agreement” Co., Ltd. and China Shenhua Energy Company Limited dated 28 August 2017 entered into between the Company and Guodian Power which was superseded by the Joint Venture Agreement; “Joint Venture Transaction” the transaction contemplated under the Joint Venture Agreement; “Latest Practicable Date” 6 March 2018, being the latest practicable date prior to the issuance of this circular for ascertaining certain information contained herein; “Merger of the Group Shenhua Group Co has changed its company name to CHNENERGY Companies” and will merge with Guodian Group Co by way of merger by absorption of Guodian Group Co; – iv – DEFINITIONS “NDRC” the National Development and Reform Commission; “PRC” the People’s Republic of China; “RMB” Renminbi, the lawful currency of the PRC; “SASAC” the State-owned Assets Supervision and Administration Commission of the State Council; “Shanghai Listing Rules” the Listing Rules of the Shanghai Stock Exchange; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time; “Shareholder(s)” the shareholder(s) of the Company; “Shenhua Contributed Assets” the equity and assets of the relevant coal-fired power generation companies to be contributed by the Company to the Joint Venture Company; “Shenhua Group Co” Shenhua Group Corporation Limited (神華集團有限責任公司), the former company name of CHNENERGY; “Shenhua Guoneng” Shenhua Guoneng Energy Group Corporation Limited (神華國能集團 有限公司), a subsidiary of CHNENERGY; “Subject Assets” Shenhua Contributed Assets and GD Contributed Assets; “Supervisory Board” the supervisory board of the Company; “Supplemental
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