兖州煤业股份 2025年度报告

The Board, the Directors and Senior Management of the Company warrant the authenticity, accuracy and completeness ofthe information contained in the annual report and there are no misrepresentations, misleading statements contained in ormaterial omissions from the annual report for which they shall assume several and joint liabilities. The 2025 Annual Report of Yankuang Energy Group Company Limited has been considered and approved by the 22ndmeeting of the ninth session of the Board of the Company. The quorum of the meeting is 11, and 11 Directors attended themeeting. All Directors of the Company attended the Board meeting. Baker Tilly Hong Kong Limited issued the standard unqualified audit report for the Company. Mr. Li Wei, Chairman of the Board of the Company, Mr. Zhao Zhiguo, Chief Financial Officer, and Mr. Guo Hui, Headof Finance Management Department, hereby warrant the authenticity, accuracy and completeness of the financial reportscontained in this annual report. In 2025, the Company achieved a net profit attributable to the parent company of RMB8.381 billion under the CASs and a netprofit attributable to the parent company of RMB8.525 billion under IFRSs. In accordance with the Articles of Associationof the Company and the dividend distribution policy for FY2023-2025, the cash dividend for 2025 was RMB0.50/share (taxinclusive). After deducting the interim cash dividend for 2025 of RMB0.18/share (tax inclusive), the Board of the Companyproposed a final cash dividend of RMB0.32/share (tax inclusive) for 2025 based on the total share capital as at the date ofregistration of the equity interests for the equity distribution. As of the end of the reporting period, the parent company did not have any accumulated losses not yet covered. The forward-looking statements contained in this annual report regarding the future plans do not constitute any substantivecommitment of the Company to investors and investors are reminded of the investment risks. There was no appropriation of funds of the Company by the Controlling Shareholder or its related parties for non-operationalactivities. There was no guarantee granted to external parties by the Company without complying with the prescribed decision-makingprocedures. There was no situation where the majority of the Directors cannot warrant the authenticity, accuracy and completeness of theannual report disclosed by the Company. The Company has disclosed the main risks faced by the Group, the impacts and the countermeasures in this report. Fordetails, please refer to the relevant content in “Chapter 4 Board of Directors’ Report”, to which the investors are advised to payattention. All data contained in this report are rounded off, and the increase and decrease percentage were calculated based on theoriginal data before rounding off. For the above reason, the total of the figures in every table in the report may not be an arithmetic aggregation of the figurespreceding it. Contents Chapter 1DEFINITIONS3Chapter 2COMPANY INFORMATION AND MAJOR FINANCIAL INDICATORS7Chapter 3CHAIRMAN’S STATEMENT12Chapter 4BOARD OF DIRECTORS’ REPORT18Chapter 5CORPORATE GOVERNANCE, ENVIRONMENTAND SOCIAL RESPONSIBILITIES53Chapter 6SIGNIFICANT EVENTS126Chapter 7CHANGES IN SHARES AND SHAREHOLDERS183Chapter 8BONDS195Chapter 9INDEPENDENT AUDITOR’S REPORT217Chapter 10CONSOLIDATED FINANCIAL STATEMENTS222 I.DEFINITION In this report, unless the context requires otherwise, the following terms have the following meanings: Chapter 01Definitions Inner Mongolia Haosheng Coal Mining Company Limited, a company withlimited liability established under the laws of the PRC in 2010 which is mainlyengaged in the production and operation of Shilawusu coal mine in Ordos,Inner Mongolia Autonomous Region, being a 42.64% owned subsidiary of theCompany as at the end of the reporting period; Inner Mongolia Mining (Group) Co., Ltd., a company with limited liabilityincorporated under the laws of the PRC in 2013 which is mainly engagedin the investment and management of mineral resources, coal mining andpreparation, mineral products sales, etc., being a 51% owned subsidiary of theCompany as at the end of the reporting period; Shaanxi Future Energy Chemicals Co. Ltd., a company with limited liabilityestablished under the laws of the PRC in 2011 which is mainly engaged incoal mining and sales, the research and development, production and sales ofchemical products, etc., being a 73.97% owned subsidiary of the Company as atthe end of the reporting period; Yankuang Financial Leasing Company Limited, a company with limitedliability established under the laws of the PRC in 2014 which is mainly engagedin the financial leasing, leasing, leasing trade consultation and guarantees, aswell as commercial factoring related to its main business, etc., being a wholly-owned subsidiary of the Company; Chapter 01Definitions Chapter 02 Company Information and Major Financial Indicators I.INFORMATION OF THE COMPANY Y