China Shenhua Energy : REDUCTION OF REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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

(Stock Code: 01088)

ANNOUNCEMENT

REDUCTION OF REGISTERED CAPITAL

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the resolutions of the 6th meeting of the fifth session of the Board held on 26 March 2021, the Company proposes to reduce the registered capital of the Company to RMB19,868,519,955 and make certain amendments to the Articles of Association.

The proposed reduction of registered capital and the amendments to the Articles of Associations must be approved by way of special resolutions of the Shareholders at the General Meeting to become effective.

INTRODUCTION

Pursuant to the resolutions of the 6th meeting of the fifth session of the Board held on 26 March 2021, the Company proposes to reduce the registered capital of the Company to RMB19,868,519,955 and make certain amendments to the Articles of Association.

The proposed reduction of registered capital and the amendments to the Articles of Associations must be approved by way of special resolutions of the Shareholders at the General Meeting to become effective.

REDUCTION OF REGISTERED CAPITAL

On 25 September 2020, the Resolution on the General Mandate for the Board to Repurchase H Shares was considered and approved at the 2020 first extraordinary general meeting, the 2020 second class meeting of the holders of A shares and the 2020 second class meeting of the holders of H shares of the Company. According to the general mandate, a total of 21,100,500 H shares were repurchased by the Company, and then cancelled on 8 March 2021.

Upon the cancellation, the total number of issued shares of the Company reduced to 19,868,519,955 shares, and the Company shall reduce its registered capital to RMB19,868,519,955 accordingly.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Amend Article 1 of the Articles of Association

"In order to protect the legitimate rights and interests of the Company, shareholders and creditors and regulate the organization and behavior of the Company, these Articles of Association (or "Articles of Association of the Company") are formulated pursuant to the Company Law of the PRC (Revised in 2018) (hereinafter, the "Company Law"), the Securities Law of the PRC (Revised in 2014) (hereinafter, the "Securities Law"), the State Council's Special Regulations on Overseas Offerings and Listing of Shares by Joint Stock Limited Company (hereinafter, "Special Regulations"), Mandatory Provisions for the Articles of Association of Companies Listed Overseas (hereinafter, "Mandatory Provisions"), the Guide to Articles of Association of Listed Companies (Revised in 2016) (hereinafter, the "Guide to Articles of Association") and Code of Corporate Governance for Listed Companies (Revised in 2018)."

to:

"In order to protect the legitimate rights and interests of the Company, shareholders and creditors and regulate the organization and behavior of the Company, these Articles of Association (or "Articles of Association of the Company") are formulated pursuant to the Company Law of the PRC (hereinafter, the "Company Law"), the Securities Law of the PRC (hereinafter, the "Securities Law"), the State Council's Special Regulations on Overseas Offerings and Listing of Shares by Joint Stock Limited Company (hereinafter, "Special Regulations"), Mandatory Provisions for the Articles of Association of Companies Listed Overseas (hereinafter, "Mandatory Provisions"), the Guide to Articles of Association of Listed Companies (hereinafter, the "Guide to Articles of Association") and Code of Corporate Governance for Listed Companies."

• 2. Amend Article 7 of the Articles of Association

  "In accordance with the provisions of the Company Law and the Constitution of the Communist Party of China, a Party Committee shall be established within the Company. The working organs of the Party shall be established, equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization. The Party Committee of the Company shall play a leadership role, set the right direction, keep in mind the big picture, ensure the implementation of Party policies and principles, and discuss and decide on major issues of the Company in accordance with regulations."

  to:

  "In accordance with the provisions of the Company Law and the Constitution of the Communist Party of China, the Company shall establish a Party Committee shall be established within the Company to carry out the activities of the Party, establish a working organ for the Party, allocate sufficient and competent staff to deal with Party affairs and guarantee sufficient funds to operate the Party organisation."

• 3. Amend Article 9 of the Articles of Association

  "These Articles of Association are binding on the Company and its shareholders, directors, supervisors, chief executive officer and other senior officers, all of whom are entitled, according to these Articles of Association, to claim with respect to the affairs of the Company."

  to:

  "These Articles of Association are binding on the Company and its shareholders, Party Committee members, directors, supervisors, chief executive officer and other senior officers, all of whom are entitled, according to these Articles of Association, to claim with respect to the affairs of the Company."

• 4. Amend Article 19 of the Articles of Association

  "Upon the approval of the companies administration department authorized by the State Council, the Company may issue a total of 19,889,620,455 ordinary shares. Upon incorporation, the Company issued 15,000,000,000 shares to its promoter, representing 75.42% of the total ordinary shares that the Company issued."

  to:

  "Upon the approval of the companies administration department authorized by the State Council, the Company has issued a total of 19,868,519,955 ordinary shares. Upon incorporation, the Company issued 15,000,000,000 shares to its promote."

• 5. Amend Article 20 of the Articles of Association

  "Upon incorporation, 3,398,582,500 H shares were issued to the public in 2005, including the issuance of 3,089,620,455 new shares and the sale of 308,962,045 state-owned shares. The Company issued 1,800,000,000 A Shares in 2007 upon approval by special resolutions at general meeting of shareholders, and approval by the regulatory authority authorized by the State Council.

  The capital structure of the Company is: The Company issued a total of 19,889,620,455 ordinary shares, including 16,491,037,955 held by shareholders of A Shares, representing approximately 82.91% of the total share capital of the Company; 3,398,582,500 held by shareholders of H Shares, representing approximately 17.09% of the total share capital of the Company. 13,812,709,196 A Shares are held by the promoter, China Energy Investment Corporation Limited, representing approximately 69.45% of the total share capital of the Company."

  to:

  "Upon incorporation, 3,398,582,500 H shares were issued to the public in 2005, including the issuance of 3,089,620,455 new shares and the sale of 308,962,045 state-owned shares. The Company issued 1,800,000,000 A Shares in 2007 upon approval by special resolutions at general meeting of shareholders, and approval by the regulatory authority authorized by the State Council. Upon the completion of the issuance above, the capital structure of the Company is: The Company issued a total of 19,889,620,455 ordinary shares, including 16,491,037,955 held by shareholders of A Shares, representing approximately 82.91% of the total share capital of the Company; 3,398,582,500 held by shareholders of H Shares, representing approximately 17.09% of the total share capital of the Company. 13,812,709,196 A Shares are held by the promoter, China Energy Investment Corporation Limited, representing approximately 69.45% of the total share capital of the Company."

After being approved by special resolutions at the general meeting, the class meeting of the holders of A shares and the class meeting of the holders of H shares of the Company, the Company repurchased and then cancelled 21,100,500 H shares. Upon the cancellation, the capital structure of the Company is: The Company issued a total of 19,868,519,955 ordinary shares, including 16,491,037,955 shares held by shareholders of A Shares, representing approximately 83% of the total share capital of the Company; 3,377,482,000 shares held by shareholders of H Shares, representing approximately 17% of the total share capital of the Company. 13,812,709,196 A Shares are held by the promoter, China Energy Investment Corporation Limited, representing approximately 69.52% of the total share capital of the Company."

• 6. Amend Article 23 of the Articles of Association

  "The registered share capital of the Company shall be Renminbi 19,889,620,455."

  to:

  "The registered share capital of the Company shall be Renminbi 19,868,519,955."

• 7. Adjust Chapter 11 "Party Committee" to "Chapter 10" of the Articles of Association, and amend the contents of this Chapter

  "Article 146 The Company shall establish the Party Committee, which shall comprise seven (7) to nine (9) members, including one (1) Secretary of the Party Committee and one (1) to two (2) Deputy Secretary of the Party Committee. Eligible members of the Party Committee may be appointed as directors, supervisors and senior management through legal procedures. Eligible directors, supervisors and senior management who are Party members may be appointed as members of the Party Committee in accordance with relevant regulations and procedures. In addition, the Company shall establish the Commission for Discipline Inspection according to regulations, and appoint one (1) Secretary of the Commission for Discipline Inspection.

  Article 147 The Party Committee shall perform its duties in accordance with the Constitution of Communist Party of China and other Party rules:

• (1) to guarantee and supervise over the implementation and execution of the guidelines and polices of the Party and the State in the Company, and implement major strategic decisions of the CPC Central Committee and the State Council and relevant important work arrangements of the Party Committee of the State-owned Assets Supervision and Administration Commission of the State Council, the Leading Party Group of China Energy Investment Corporation Limited and higher Party organizations.

• (2) to insist on the combination of the principle of the Party assuming the responsibility for cadres affairs with the selection of managers by the board of directors according to the law and the exercise of the power to promote or demote staff by managers according to the law. The Party Committee considers and advises on the candidates nominated by the board of directors or the chief executive officer, or nominate candidates to the board of directors or the chief executive officer; to investigate proposed candidates jointly with the board of directors, and consider collectively and provide opinions and suggestions.

• (3) to consider and discuss matters in relation to the reform, development and stability of the Company, major operation and management matters and major issues in relation to direct interests of the employees, and provide opinions and suggestions.

• (4) to undertake the main responsibility for exercising full and strict self-governance of the Party; to lead the ideological and political work, united front work, spiritual civilization, building of corporate culture, and the work of groups, including labor union and the Communist Youth League in the Company; to lead in improving Party conduct, building a clean government, and support the implementation of supervisory responsibilities of the Commission for Discipline Inspection."

to:

"Article 118 According to the requirements of the Constitution of the Communist Party of China and subject to the approval by upper Party organization, the Company shall establish the Communist Party of China Committee of China Shenhua Energy Company Limited (hereafter abbreviated as the "Party Committee"). Meanwhile, according to relevant regulations, the Company shall establish the Commission for Discipline Inspection of the Party.

Article 119 The Party Committee of the Company shall be elected from the Party member congress or the Party representative congress; each term of office is five (5) years. Regular re-election shall be conducted upon the expiration of its term of office. Each term of office of the Commission for the Discipline Inspection under the Party shall be the same as the Party Committee.

Article 120 The Party Committee of the Company generally consists of seven (7) to nine (9) members, including one (1) party secretary, one (1) to two (2) deputy party secretaries and several other members. There should be one (1) secretary of the Commission for the Discipline Inspection of the Party.

Article 121 Party Committee of the Company shall play a leading role, set the right direction, keep in mind the big picture, promote the implementation of Party policies and principles, discuss and decide on major issues of the Company in accordance with the regulations. The main responsibilities are:

• (1) to enhance the building of politics of the Party in the Company, adhere to and implement the fundamental system, basic system and important system of socialism with Chinese characteristics as well as educate and guide all Party members to maintain a high degree of consistency with the Party Central Committee with Comrade Xi Jinping as the core in the political stance, political direction, political principles and political path;

• (2) to thoroughly study and implement Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, learn and propagate the Party's theory, thoroughly implement the Party's line, principles and policies as well as supervise and guarantee the implementation of major strategy deployments of the Party Central Committee as well as the resolutions of the Party organisation at a higher level in the Company;

• (3) to investigate and discuss the major operation and management issues of the Company and support the shareholders' general meeting, the Board of Directors, the Supervisory Committee and the management to exercise their rights and perform their duties in accordance with the laws;

• (4) to strengthen the leadership and gatekeeping role in the process of selection and appointment of personnel of the Company, and the building of the leading team, cadre and talents team of the Company;

• (5) to undertake the main responsibility in improving Party conduct and upholding integrity, lead and support discipline inspection institutions to fulfil their supervisory and disciplining responsibilities as well as exercise strict administrative discipline and political rules and promote Party self-governance exercised fully and with rigor into the grassroots level;

• (6) to strengthen the building of grassroot Party organisations and the Party member service, unit and lead officials and employees to devote themselves into the reform and development of the Company;

• (7) to lead the Company's ideological and political work, the spirit and civilization progress, the United Front work and lead mass organisations such as the Labour Union, Communist Youth League and Women's Organisation of the Company.

Article 122 By insisting on and improving the leadership mechanism of "Dual Entry and Cross Appointment", eligible members of the Party Committee may take seats in the Board of Directors, the Supervisory Committee and the management through statutory procedures, while eligible members of the Board of Directors, the Supervisory Committee and the management who are also Party members may take seats in the Party Committee in accordance with related regulations and procedures, of which, the general manager who are Party members shall serve as the deputy secretary of the Party Committee."

8. Amend Article 224 of the Articles of Association

"Employees of the Company may establish labor unions and carry out union activities in accordance with the laws to protect their legal entitlements. The Company shall provide necessary conditions for such activities."

to:

"The Company may establish labor unions in accordance with the laws. The labor union shall give full play to its role as a bridge and link between the Party and the employees, and safeguard the legal entitlements of employees; carry out union activities, build staff quarter, enhance the cohesion of employees, and guide cadres and employees to follow the Party firmly. The Company shall provide necessary conditions for such activities."

If the serial numbering of the chapters and articles of the Articles of Association is changed due to the addition, deletion or re-arrangement of certain articles made in this amendment, the serial numbering of the chapters and articles of the Articles of Association as so amended shall be changed accordingly, including cross-references.

GENERAL

A circular containing details of the proposed reduction of registered capital and the amendments to the Articles of Association will be dispatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, the following expressions have the following meanings unless the context requires otherwise:

"Articles of Association"

the articles of association of the Company, as amended

"Board"

the board of Directors;

"Company"

China Shenhua Energy Company Limited (ʕ ਷ ग़ശঐ๕ٰ΅Ϟࠢʮ̡ ), a joint stock limited company incorporated in the PRC with limited liability, the A shares and H shares of which are listed on the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited respectively;

"General Meeting"

an Annual or Extraordinary General Meeting to be held as soon as practicable to approve, inter alia, the proposed reduction of registered capital and the amendments to the Articles of Association;

"Shareholder(s)"

holder(s) of the Company's shares.

By Order of the Board

China Shenhua Energy Company Limited

Huang Qing

Secretary to the Board of DirectorsBeijing, 28 March 2021

As at the date of this announcement, the Board comprises the following: Mr. Wang Xiangxi, Mr. Yang Jiping and Mr. Xu Mingjun as executive directors, Mr. Jia Jinzhong as non-executive director, Dr. Yuen Kwok Keung, Dr. Bai Chong-En and Dr. Chen Hanwen as independent non-executive directors, and Mr. Wang Xingzhong as employee director.