4月14日，兖矿能源集团股份有限公司(简称兖矿能源)发布购买资产公告，控股子公司兖煤澳大利亚有限公司(简称兖煤澳洲)拟以最高24亿美元收购澳洲红隼煤炭集团100%权益，间接取得红隼煤矿80%权益。交易对价包括18.5亿美元首付现金对价及最高不超过5.5亿美元的或有现金对价。

On April 14th, Yankuang Energy Group Co., Ltd. (referred to as Yankuang Energy) released an announcement regarding the acquisition of assets. Its wholly-owned subsidiary, Yankuang Australia Limited (referred to as Yankuang Australia), intends to acquire 100% equity of the Australian Red Falcon Coal Group at a maximum price of 2.4 billion US dollars, thereby indirectly obtaining 80% equity of the Red Falcon Coal Mine. The transaction price includes a 1.85 billion US dollar upfront cash payment and a maximum of 550 million US dollars of contingent cash payment.

此次收购是兖矿能源在全球能源供应持续紧张背景下，布局全球稀缺优质煤炭资源的战略举措。通过此次收购，兖矿能源将获得澳大利亚优质硬焦煤资源，大幅提升海外核心资产资源接续能力，实现产品结构优化，为长期稳健发展与股东持续回报筑牢坚实基础。

This acquisition is a strategic move by Yankuang Energy to strategically position itself in the global market for scarce and high-quality coal resources amid the ongoing global energy supply shortage. Through this acquisition, Yankuang Energy will acquire high-quality hard coking coal resources from Australia, significantly enhancing its ability to sustain core assets overseas, optimizing its product structure, and laying a solid foundation for long-term stable development and continuous returns to shareholders.

标的资产优质，盈利韧性突出

The underlying assets are of high quality and exhibit remarkable resilience in terms of profitability.

红隼煤矿位于全球炼焦煤核心产区澳大利亚昆士兰州鲍文盆地，是运营成熟、盈利稳定的稀缺优质硬焦煤生产矿井。JORC(澳大拉西亚勘查结果、矿产资源量与矿石储量报告规范)标准下，100%权益口径煤炭资源量达4.06亿吨，可销售储量达1.64亿吨，在澳大利亚在产井工冶金煤矿中储量排名第二。该矿是澳大利亚最大的在产井工煤矿，2025年原煤产量810万吨、商品煤产量590万吨，预计未来年产量稳定在600万吨以上。

The Red Falcon Coal Mine is located in the core area of global coking coal production in the Bowen Basin of Queensland, Australia. It is a maturely operated and profitably stable rare high-quality hard coking coal production mine. According to the JORC (Joint Ore Reserves Committee) standards, the coal resources under a 100% equity basis amount to 406 million tons, and the saleable reserves reach 164 million tons. It ranks second in coal reserves among in-production underground metallurgical coal mines in Australia. This mine is the largest in-production underground coal mine in Australia. In 2025, its raw coal output will be 8.1 million tons and its commercial coal output will be 5.9 million tons. It is expected that the annual output will remain stable at over 6 million tons in the future.

红隼煤矿产品以高附加值优质硬焦煤为主(占比约80%)，具有低灰分、高流动性等特点。2025年，该矿离岸单位成本仅147澳元/吨，稳居全球海运冶金煤获利曲线前35%。

The products of Hongxian Coal Mine are mainly high-value-added high-quality hard coking coal (accounting for approximately 80%). They have characteristics such as low ash content and high fluidity. In 2025, the off-shore unit cost of this mine was only 147 Australian dollars per ton, firmly ranking among the top 35% of global maritime metallurgical coal profit curves.

当前，全球冶金煤市场供应增长受限、需求持续旺盛。红隼煤矿拥有成熟的铁路、港口物流体系，产品深度覆盖日本、韩国、印度、中国等亚洲核心市场。凭借稀缺优质的硬焦煤产品与精准的市场布局，未来红隼煤矿将与兖煤澳洲在昆士兰州的现有资产，形成区域、管理、物流等多维度协同，进一步放大规模效应、降低运营成本，持续提升兖矿能源在亚太市场的话语权。

Currently, the global metallurgical coal market is experiencing limited supply growth while demand remains strong. Red Falcon Coal Mine has a mature railway and port logistics system, and its products deeply cover core markets in Asia such as Japan, South Korea, India, and China. With its scarce and high-quality hard coking coal products and precise market positioning, in the future, Red Falcon Coal Mine will form multi-dimensional collaboration in terms of region, management, and logistics with the existing assets of Yanzhou Coal Australia in Queensland, further enhancing the scale effect, reducing operating costs, and continuously increasing Yanzhou Energy's influence in the Asia-Pacific market.

交易方案可控，资金保障到位

The transaction plan is controllable and the financial guarantee is in place.

此次交易对价上限24亿美元，包含18.5亿美元固定首期现金对价及最高不超过5.5亿美元的或有现金对价。或有对价采用国际矿业并购通用的市场化机制：交割后五个年度内，任一年度普氏澳洲离岸优质低挥发分硬焦煤指数(PLVHA00)每日平均价格超过225美元/吨时进行支付。该机制有效对冲煤价波动带来的估值风险，锁定最大支付上限，保障公司与股东的核心利益。

The maximum transaction price for this deal is $2.4 billion, which includes a fixed upfront cash payment of $1.85 billion and an optional cash payment of up to $550 million. The optional payment is based on the internationally accepted market-based mechanism for mining mergers: within five years after the closing, if the daily average price of the Platts Australian Offshore Premium Low-Volatile Hard Coking Coal Index (PLVHA00) exceeds $225 per ton in any one year, the payment will be made. This mechanism effectively mitigates the valuation risk caused by coal price fluctuations, locks in the maximum payment limit, and safeguards the core interests of the company and its shareholders.

资金安排方面，此次交易不涉及股权募集，无股东权益稀释。首付对价由兖煤澳洲自有现金及已全额落实的12亿美元五年期银行贷款覆盖，或有对价将以收购后的经营性现金流支付。同时，配套2亿美元五年期承诺营运资金融资，保障交割后流动性需求。

In terms of capital arrangement, this transaction does not involve equity fundraising and there is no dilution of shareholders' equity. The upfront consideration is covered by Yanzhou Coal Australia's own cash and the fully committed $1.2 billion five-year bank loan. The contingent consideration will be paid through the operating cash flow after the acquisition. At the same time, a $200 million five-year committed working capital financing is provided to ensure liquidity needs after the transaction is completed.

截至2025年末，兖煤澳洲已实现零负债运营，账面现金21亿澳元，财务结构保持行业最优水平。此次交易完成后，兖煤澳洲资产负债率约为15%至18%，仍维持极低负债水平，财务结构保持稳健。

By the end of 2025, Yancoal Australia has achieved zero debt operation, with a book cash balance of 2.1 billion Australian dollars and a financial structure that remains at the industry's best level. After this transaction is completed, Yancoal Australia's debt-to-asset ratio will be approximately 15% to 18%, still maintaining an extremely low debt level and maintaining a stable financial structure.

赋能未来发展，战略价值凸显

Empowering future development, strategic value is prominent

此次收购是兖矿能源深入实施国际化发展战略、深耕矿业核心主业的关键布局。交易完成后，兖矿能源资源接续能力大幅提升，为实现原煤产量3亿吨战略目标注入强劲动力。同时，兖煤澳洲产品结构将实现深度优化，冶金煤占比将从16%提升至22%，有效降低单一煤种、单一市场依赖，大幅增强经营韧性及抗周期能力。

This acquisition is a crucial move for Yankuang Energy to deeply implement its internationalization strategy and intensify its focus on the core mining business. After the transaction is completed, Yankuang Energy's resource continuity capacity will be significantly enhanced, providing strong impetus for achieving the strategic goal of 300 million tons of raw coal production. At the same time, the product structure of Yancoal Australia will undergo in-depth optimization, with the proportion of metallurgical coal increasing from 16% to 22%, effectively reducing reliance on a single coal type and a single market, and significantly enhancing operational resilience and anti-cyclical capabilities.

据统计，自2004年进驻澳大利亚以来，兖矿能源已完成八次重大国际并购，成为澳大利亚最大专营煤炭生产商，掌控80.80亿吨煤炭资源量，在澳大利亚前五大最优质动力煤矿井中独占三席。

According to statistics, since its entry into Australia in 2004, Yankuang Energy has completed eight major international mergers and acquisitions, becoming the largest coal producer specializing in coal in Australia, controlling 8.08 billion tons of coal resources, and holding three of the top five highest-quality power coal mines in Australia.

兖煤澳洲作为兖矿能源海外核心资产与战略支点，近五年累计实现归母净利润81.3亿澳元，已成为母公司重要的产业接续基地与核心效益利润源。截至目前，兖矿能源对兖煤澳洲债权投资已全部收回，股权投资回收率达92%。

Yan Coal Australia, as the core overseas asset and strategic fulcrum of Yanzhou Energy, has achieved a cumulative net profit of 8.13 billion Australian dollars over the past five years. It has become an important industrial continuation base and core profit source for the parent company. As of now, all the debt investments made by Yanzhou Energy in Yan Coal Australia have been recovered, and the return rate of equity investments has reached 92%.

据了解，此次交易已获兖矿能源董事会审议通过，正全力推进中澳两国监管审批等交割前置程序。交易落地后，兖煤澳洲盈利能力和可持续发展能力将大幅提升，进一步释放兖矿能源在境内外两个市场、两种资源的协同互补效应。

It is understood that this transaction has been approved by the board of directors of Yankuang Energy. Currently, efforts are being made to fully advance the pre-transaction procedures such as regulatory approvals in both China and Australia. Once the transaction is completed, the profitability and sustainable development capabilities of Yancoal Australia will significantly improve, further enhancing the synergy and complementarity effect of Yankuang Energy in both domestic and overseas markets and two types of resources.