CITIC Securities Co., Ltd.
Special Audit Opinion on the Annual Report of Shanxi Coal and Coke Energy Group Co., Ltd. on the Deposit, Management, and Use of Raised Funds in 2025
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Independent Financial Advisor") as the independent financial advisor for the issuance of shares by Shanxi Coal and Coke Energy Group Co., Ltd. (hereinafter referred to as "Shanxi Coal and Coke", "the Company", or "the Company") to purchase assets and raise supporting funds, and the associated connected transaction, has, in accordance with the "Supervision Rules for the Fundraising of Listed Companies", "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 1 - Normative Operation of Main Board Listed Companies", "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 2 - Announcement Format", "Shenzhen Stock Exchange Stock Listing Rules", and other relevant laws, regulations, and normative documents, conducted a serious and prudent audit of the Company's deposit, management, and use of raised funds in 2025. The specific audit findings are as follows:
I. Basic Situation of Raised Funds
(I) Amount of Raised Funds and Time of Receipt
As approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") "Approval on the Issuance of Shares by Shanxi Coal and Coke Energy Group Co., Ltd. to Shanxi Coal and Coke Group Co., Ltd. and Others to Purchase Assets and Raise Supporting Funds" (Securities Regulatory License (2022) No. 3240), Shanxi Coal and Coke issued 474,137,931 A-shares of ordinary shares to 19 specific investors at an issue price of RMB 9.28 per share. The total amount of raised funds was RMB 4,399,999,999.68. After deducting various tax-inclusive issuance expenses of RMB 28,782,215.65, the net amount of raised funds was RMB 4,371,217,784.03. Including the input VAT of RMB 1,567,309.70 that can be offset from the issuance expenses of this issuance, the total amount is RMB 4,372,785,093.73. The aforementioned raised funds were received on April 21, 2023, and have been verified by Lixin Certified Public Accountants (Special General Partnership), who issued the "Capital Verification Report" (Xin Hui Shi Bao Zi (2023) No. ZK10251).
The Company has established special accounts for the raised funds to ensure their dedicated use, and has signed raised fund supervision agreements with the independent financial advisor and the banks where the raised funds are deposited, strictly adhering to the regulations for the use of raised funds.
(II) Amount of Raised Funds Used in the Current Year and Year-End Balance
As of December 31, 2025, the Company's raised fund usage and surplus are as follows:
| Project | Amount (Unit: RMB 10,000) |
|---|---|
| Net amount of raised funds | 437,121.78 |
| Less: Investment in raised fund project - Shanxi Coal and Coke No. 2 Coal Mine Gas Comprehensive Utilization Project | 16,345.84 |
| Less: Investment in raised fund project - Shanxi Coal and Coke No. 2 Coal Mine Intelligent Project | 62,796.26 |
| Less: Investment in raised fund project - Cash consideration for the current transaction | 105,628.96 |
| Less: Investment in raised fund project - Repayment of bank loans | 214,635.51 |
| Plus: Net interest income | 521.38 |
| Surplus in raised fund special accounts as of December 31, 2025 | 38,236.59 |
| Actual surplus in raised fund special accounts as of December 31, 2025 | 38,474.81 |
| Difference | 238.22 |
Note: The difference of RMB 238.22 between the actual surplus and the expected surplus in the raised fund special accounts is due to certain issuance expenses related to this issuance being paid by the issuer with its own funds.