股票代码：600863 上市地：上海证券交易所 股票简称：内蒙华电 内蒙古蒙电华能热电股份有限公司 发行股份及支付现金购买资产 并募集配套资金暨关联交易报告书（草案） （摘要）（二次修订稿） | 交易对方类型 | 交易对方名称 | | --- | --- | | 发行股份及支付现金购买资产 | 北方联合电力有限责任公司 | | 募集配套资金 | 不超过 35 名符合条件的特定投资者 | 独立财务顾问 二〇二五年十二月 内蒙华电发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）（摘要）（二次修订稿） 上市公司声明 本公司及本公司全体董事、高级管理人员保证本报告书及其摘要内容的真实、 准确、完整，对本报告书及其摘要的虚假记载、误导性陈述或重大遗漏负相应的 法律责任。 本公司控股股东、实际控制人、董事、高级管理人员承诺，如本次交易因涉 嫌所提供或者披露的信息存在虚假记载、误导性陈述或者重大遗漏而被司法机关 立案侦查或者被中国证券监督管理委员会立案调查的，在案件调查结论明确之前， 将暂停转让所持有的上市公司股份（如有）。将于收到立案稽查通知的两个交易 日内将暂停转让的书面申请和股票账户提交上市公司董事会 ...

内蒙古蒙电华能热电股份有限公司 2025 年第三次临时股东会 会议资料 2025 年 12 月·呼和浩特 | 一、会议议程 1 | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 二、关于修订《董事报酬管理办法》的议案 3 | | | | | | | | | | | | | | | 三、关于修订《对外担保管理制度》的议案 5 | | | | | | | | | | | | | | | 四、关于修订《募集资金管理办法》的议案 19 | | | | | | | | | | | | | | | 五、关于修订《对外投资管理制度》的议案 41 | | | | | | | | | | | | | | | 六、关于修订《关联交易制度》的议案 53 | | | | | | | | | | | | | | | 七 、 于 与 中 国 华 能 暨 | 关 | 集 | 团 | 有 | 限 | 公 | 司 | 签 | 订 | 框 | 架 | 协 | 议 | ...

证券代码：600863 证券简称：内蒙华电 公告编号：2025-070 内蒙古蒙电华能热电股份有限公司 关于召开2025年第三次临时股东会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 一、 召开会议的基本情况 (一) 股东会类型和届次 2025年第三次临时股东会 召开的日期时间：2025 年 12 月 18 日 14 点 30 分 召开地点：内蒙古呼和浩特市锡林南路工艺厂巷电力科技楼三楼会议室 (五) 网络投票的系统、起止日期和投票时间。 股东会召开日期：2025年12月18日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 (二) 股东会召集人：董事会 (三) 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合 的方式 (四) 现场会议召开的日期、时间和地点 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 12 月 18 日 至2025 年 12 月 18 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当 ...

（四）公司董事 8 人，实到 8 人。 | 证券代码：600863 | 证券简称：内蒙华电 | 公告编号：临 | 2025-064 | | --- | --- | --- | --- | | 债券代码：240363 | | 债券简称：23 | 蒙电 Y1 | | 债券代码：240364 | | 债券简称：23 | 蒙电 Y2 | 内蒙古蒙电华能热电股份有限公司 第十一届董事会第十九次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、 董事会会议召开情况 （一）本次董事会的召开符合有关法律、行政法规、部门规章、规范性文件 和公司章程的规定。 （二）召开本次会议的通知及资料于 2025 年 11 月 25 日以电子邮件、书面 方式送达。 （三）本次会议以通讯方式召开，于 2025 年 12 月 2 日形成决议。 （五）本次会议由董事长高原先生主持，公司高级管理人员列席会议。 二、 董事会会议审议情况 （一）同意《关于调整公司发行股份及支付现金购买资产并募集配套资金暨 关联交易方案的议案》。 独立董事专门会议、董事会 ...

Investment Rating - The report maintains a "Positive" investment outlook for the public utilities and environmental sectors, particularly in the context of recent regulatory changes and market dynamics [1]. Core Insights - The report highlights the regulatory measures in various provinces aimed at standardizing the retail price differences in electricity sales, which is expected to stabilize market expectations and improve the profitability of electricity sales companies [3][7]. - It notes the fluctuating natural gas prices globally, with U.S. prices rising while European prices are declining, indicating a complex supply-demand landscape influenced by geopolitical factors and seasonal demand [12][22]. - The report provides specific investment recommendations across various segments, including hydropower, thermal power, nuclear power, green energy, and gas-related companies, reflecting a diversified approach to capitalize on emerging opportunities [10][37]. Summary by Sections 1. Electricity: Regulation of Retail Price Differences - Guangdong has issued guidelines to regulate the retail price differences, proposing a sharing mechanism for excess profits above a set threshold starting in 2026 [7]. - Several provinces have introduced detailed policies to manage retail price differences, aiming to prevent excessive profits by electricity sales companies and ensure fair pricing for consumers [8][9]. - The report emphasizes the need for a shift from aggressive pricing strategies to a service-oriented business model for electricity sales companies, which could stabilize market expectations [9]. 2. Natural Gas: Global Price Fluctuations - As of November 28, U.S. Henry Hub spot prices reached $4.59/mmBtu, reflecting an 11.13% weekly increase, while European prices, such as TTF, fell by 5.37% to €28.75/MWh [12][13]. - The report notes that U.S. natural gas demand has surged due to cold weather, despite record production levels, leading to a tightening supply-demand balance [16]. - In Northeast Asia, LNG prices have decreased to $10.90/mmBtu, down 6.52% week-on-week, driven by weak demand and high inventory levels [31][34]. 3. Investment Recommendations - Hydropower: Favorable autumn floods are expected to enhance hydropower generation capacity for the winter and spring, with recommendations for major hydropower companies [10]. - Thermal Power: The diversification of revenue sources in thermal power companies is highlighted, with recommendations for integrated coal and power companies [11]. - Nuclear Power: The report suggests focusing on nuclear power companies due to stable cost structures and expected growth from new approvals [11]. - Green Energy: The introduction of new market rules for renewable energy is expected to stabilize returns for green energy operators [11]. - Gas and Environmental Companies: Recommendations include integrated gas trading companies and environmentally focused firms benefiting from regulatory changes [37].

Core Viewpoint - Inner Mongolia Huadian's stock price has shown a positive trend with a year-to-date increase of 10.46%, reflecting investor interest and market activity [1][2]. Group 1: Stock Performance - As of November 27, Inner Mongolia Huadian's stock price rose by 2.02% to 4.54 CNY per share, with a trading volume of 99.43 million CNY and a turnover rate of 0.34%, resulting in a total market capitalization of 29.632 billion CNY [1]. - The stock has experienced a 1.11% increase over the last five trading days, a 5.83% increase over the last 20 days, and a 12.10% increase over the last 60 days [1]. - The company has appeared on the "龙虎榜" (a trading board for stocks with significant trading activity) once this year, with the last appearance on February 21, where it recorded a net buy of -184 million CNY [1]. Group 2: Company Overview - Inner Mongolia Huadian, established on May 12, 1994, and listed on May 20, 1994, is primarily engaged in thermal power generation, heating, and the production and supply of steam and hot water, as well as investments in coal, railways, and related infrastructure [2]. - The company's revenue composition includes electricity (81.70%), coal (11.43%), other (4.43%), and heating (2.44%) [2]. - The company is classified under the public utility sector, specifically in electricity and thermal power generation, and is associated with concepts such as low P/E ratio, low price, wind energy, offshore wind power, and photovoltaic glass [2]. Group 3: Financial Performance - For the period from January to September 2025, Inner Mongolia Huadian reported a revenue of 15.052 billion CNY, a year-on-year decrease of 9.23%, and a net profit attributable to shareholders of 2.208 billion CNY, down 10.60% year-on-year [2]. - The company has distributed a total of 11.656 billion CNY in dividends since its A-share listing, with 3.714 billion CNY distributed over the last three years [3]. - As of September 30, 2025, the number of shareholders decreased by 7.60% to 140,500, while the average circulating shares per person increased by 8.22% to 46,457 shares [2].

Summary of Inner Mongolia Huadian Conference Call Company Overview - **Company**: Inner Mongolia Huadian - **Industry**: Power Generation and Coal Mining Key Points Industry and Company Characteristics - Inner Mongolia Huadian has a coal-electricity integration advantage, which helps reduce fuel cost volatility and improve profit stability [2][3] - As of mid-2025, the company's thermal power installed capacity is 11.4 million kW, with total installed capacity at 13 million kW [2][11] - Coal production capacity is expected to reach 14.5 million tons by the end of 2024, accounting for over 40% of total procurement [2][11] Financial Performance - Net profit for the first three quarters of 2025 decreased by 10% year-on-year due to intensified competition in thermal power and declining export coal prices [2][6] - Core subsidiary Weijia Bao's net profit fell by 36%, while the microelectronics subsidiary's net profit doubled, indicating structural changes in company performance [2][8] - Revenue structure is dominated by thermal power, accounting for approximately 76% of total revenue, while coal business contributes 40% to total gross profit [2][7] Strategic Developments - The company completed the acquisition of wind power assets in February 2025, marking a significant strategic shift towards renewable energy [2][5][22] - The acquired wind assets are of high quality and are expected to enhance overall profitability and sustainability, with an anticipated increase of over 10% in basic earnings per share [2][5][23] Dividend Policy - Inner Mongolia Huadian has committed to a high dividend payout ratio of at least 70% of distributable profits since 2019, with an actual payout ratio around 60% [3][9] - The dividend per share for 2022-2024 is set at 0.22 yuan, corresponding to a dividend yield of approximately 5.5%, making it attractive in the power industry [3][10] Market Dynamics - The electricity consumption growth rate in Inner Mongolia is higher than the national average, driven by the transfer of energy-intensive industries [2][13] - Despite a national trend of declining electricity prices due to falling coal prices, the price in the Mengxi region has increased due to unique supply-demand dynamics [2][14] Competitive Advantages - The company benefits from a unique supply-demand structure in the Mengxi and North China regions, ensuring stable electricity price expectations [3][17] - Low fuel costs, particularly from the Huijiaopu open-pit coal mine, provide a significant competitive edge, with coal costs dropping from 170 yuan/ton in 2020 to below 150 yuan/ton by 2024 [2][15][18] Regulatory Impact - The issuance of Document No. 136 in February 2025 significantly impacts the renewable energy sector, distinguishing between existing and new projects, which will affect future project approvals and pricing [2][16] Future Outlook - The company is in a phase of capacity expansion, with total installed capacity expected to double with ongoing projects [2][24] - The anticipated injection of risk assets is expected to significantly boost net profit by 2026, with a current P/E ratio of less than 12, indicating attractive valuation compared to hydropower and nuclear power [2][24] Green Certificate Market - The green certificate trading volume has increased significantly, with the price rising from 1-2 yuan to 7-8 yuan per certificate, indicating improved supply-demand dynamics [2][19][20] Renewable Energy Resource Advantages - Inner Mongolia has significant advantages in wind and solar resources, with wind power utilization hours exceeding the national average by 150 hours [2][21] This summary encapsulates the key insights from the conference call, highlighting the company's strategic positioning, financial performance, and market dynamics within the power generation and coal mining industry.

Investment Rating - The report maintains a "Positive" outlook on the public utilities and environmental protection sectors [3] Core Insights - The report highlights a significant increase in electricity production in October, with total generation reaching 800.2 billion kWh, a year-on-year growth of 7.9% [4][11] - Hydropower and thermal power contributed the most to the increase in electricity generation, while wind power saw a decline of 11.9% compared to the previous year [4][10] - Natural gas prices showed mixed trends globally, with stable prices in Asia and fluctuations in Europe and North America [22][40] Summary by Sections 1. Electricity Production - In October, thermal power generation was 513.8 billion kWh, up 7.3% year-on-year, while hydropower generation reached 135.1 billion kWh, up 28.2% [4][11] - The total increase in electricity generation for October was approximately 58.6 billion kWh, with thermal power contributing 35 billion kWh and hydropower contributing 29.7 billion kWh [10][11] - The Three Gorges Reservoir achieved its water storage target of 175 meters, supporting future hydropower generation [10] 2. Natural Gas Market - As of November 14, the Henry Hub spot price in the U.S. was $3.49/mmBtu, a weekly decrease of 7.32% [22] - The TTF spot price in Europe was €30.80/MWh, showing a slight weekly change of 0.81% [22] - Northeast Asia's LNG spot price remained stable at $11.10/mmBtu, with domestic supply being sufficient [22][40] 3. Investment Recommendations - For hydropower, the report recommends companies like Guotou Power, Chuan Investment Energy, and Huaneng Hydropower due to favorable autumn water conditions [20] - In the green energy sector, companies such as Xintian Green Energy and Longyuan Power are suggested for their stable returns and high utilization hours [20] - For nuclear power, the report highlights China Nuclear Power and China General Nuclear Power as key players due to ongoing approvals for new units [20] - In the thermal power sector, companies like Guodian Power and Inner Mongolia Huadian are recommended due to decreasing fuel costs [20] - The report also suggests focusing on integrated natural gas companies like Kunlun Energy and New Hope Energy for their potential recovery in profitability [42][43]

Investment Rating - The investment rating for the company is "Buy" [9] Core Viewpoints - The report emphasizes the importance of understanding the "coal-electricity integration" business model, which offers a competitive edge compared to traditional coal-fired power generation. The company's green energy strategy is also highlighted as it positions itself for growth during the industry's recovery phase [2][5]. Summary by Sections Company Overview - The company is a leading coal-electricity integrated enterprise in Inner Mongolia, with a stable growth in installed capacity. As of mid-2025, the total installed capacity reached 13.2762 million kilowatts, with coal-fired power accounting for 11.4 million kilowatts and renewable energy for 1.8762 million kilowatts [5][22]. Coal Power Business - The coal power segment is supported by a robust business model that mitigates risks associated with coal price fluctuations. The company has a coal production capacity of 15 million tons per year, with a significant portion being sold externally. The report notes that the coal price dynamics positively influence profitability [6][38]. - The company has committed to a high dividend payout, with an average dividend ratio of 60.85% over the past three years, and a projected dividend yield of 5.45% for 2024 [5][34]. Green Energy Business - The green energy sector is expected to experience growth as the industry transitions to a new cycle of high-quality development. The company plans to expand its renewable energy capacity significantly, with 188,000 kilowatts in operation and 204,000 kilowatts under construction as of mid-2025 [7][68]. - The acquisition of high-quality wind power assets is anticipated to enhance the company's profitability, with favorable return on equity metrics for the acquired assets [7][68]. Financial Performance - The company's net profit for 2024 is projected at 2.325 billion yuan, with a year-on-year growth of 15.98%. However, a decline in net profit is expected in the first three quarters of 2025 due to external coal prices and reduced electricity generation [29][31]. - The report forecasts net profits of 2.398 billion yuan, 3.127 billion yuan, and 3.311 billion yuan for 2025, 2026, and 2027, respectively, with corresponding earnings per share of 0.37 yuan, 0.39 yuan, and 0.41 yuan [8].

Investment Rating - The report provides a positive investment outlook for various sectors within the energy industry, particularly highlighting opportunities in hydropower, green energy, nuclear power, thermal power, and gas sectors [10][30]. Core Insights - The electricity market in the State Grid operating area has achieved near-complete coverage of the electricity spot market, with significant developments in provinces such as Shanxi, which has seen a 128.75% increase in new energy and clean energy installed capacity since the 14th Five-Year Plan [4][9]. - Natural gas prices have shown a divergent trend globally, with increases in Europe and the US, while prices in Asia remain stable due to ample supply [11][30]. Summary by Sections 1. Electricity - The State Grid has implemented a continuous settlement trial for the electricity spot market in Sichuan and Chongqing, marking a significant step towards full coverage [4][7]. - Shanxi's electricity spot market has recorded a total clearing volume of 156.23 billion kWh in the first half of 2025, with real-time average prices reflecting a "two peaks and one valley" pattern [9][10]. 2. Natural Gas - As of November 7, 2025, the Henry Hub spot price in the US reached $3.76/mmBtu, reflecting a weekly increase of 5.52%, while European prices also saw upward trends [11][12]. - The report notes that the LNG national ex-factory price in China is 4382 yuan/ton, with a slight weekly decrease of 0.57% [28][30]. 3. Investment Recommendations - Hydropower: Favorable conditions for winter and spring generation, recommending companies like Guotou Power and Chuan Investment Energy [10]. - Green Energy: Increased stability in returns for existing projects, suggesting attention to companies like New Energy and Longyuan Power [10]. - Nuclear Power: Long-term growth potential remains strong, with recommendations for China Nuclear Power and China General Nuclear Power [10]. - Thermal Power: Improved profitability due to lower fuel costs, recommending companies like Guodian Power and Huaneng International [10]. - Gas Sector: Favorable conditions for city gas companies, recommending Kunlun Energy and New Energy [30]. 4. Company and Industry Dynamics - As of September 2025, China's new energy storage capacity exceeded 100 million kW, accounting for over 40% of the global total [39]. - The report highlights the steady growth in electricity market transactions, with a total of 4.92 trillion kWh traded by September 2025, marking a 7.2% year-on-year increase [39].