China Shenhua Energy : Rules of Procedures of the Nomination Committee of the Board of Directors of China Shenhua Energy Company Limited

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

(Stock Code: 01088)

Rules of Procedures of the Nomination Committee of the Board of Directors of

China Shenhua Energy Company Limited

These rules were passed on 7 July 2006 at the 9th meeting of the first session of the board of directors, and were revised on 17 August 2007 at the 16th meeting of the first session of the board of directors of the Company, on 22 August 2014 at the 2nd meeting of the third session of the board of directors of the Company and on 28 August 2020 at the 3rd meeting of the fifth session of the board of directors of the Company.

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CHAPTER ONE GENERAL RULES

Article 1

These rules are formulated in accordance with relevant laws, regulations, rules and regulatory documents and the Articles of Association (the "Articles of Association") of China Shenhua Energy Company Limited (the "Company") with reference to the Company's actual situation in order to improve corporate governance structure, regulate the nomination procedures for directors, chief executive officer and other senior officers, identify qualified candidates for directors, chief executive officer and other senior officers, achieve the diversity of board composition and enhance the competitiveness of the Company.

Article 2

The Nomination Committee is a special committee of the board of directors of the Company (the "Board") and shall report to the Board.

CHAPTER TWO COMPOSITION AND DUTIES

Article 3

The Nomination Committee shall consist of no less than three directors of the Company, at least two-thirds of whom shall be independent non-executive directors.

Article 4

Members of the Nomination Committee are nominated by the Chairman of the Board and are appointed and dismissed by the Board.

Article 5

The term of office of members of the Nomination Committee shall be the same as that of directors, renewable upon re-election at its expiry. If during the term, a member of the Nomination Committee no longer serves as a director or independent non-executive director of the Company, the Board shall fill the vacancy in time in accordance with these rules in order to meet the requirements herein on the composition of the Nomination Committee. The member shall exercise relevant functions and powers hereunder until the vacancy is filled by the Board under these rules.

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Article 6

The Nomination Committee shall have one chairman, who shall be nominated by the Chairman of the Board and considered and approved by the Board.

Article 7

Duties of the Nomination Committee are as follows:

1. To formulate the board diversity policy and regularly review the structure, size and diversity (including without limitation, gender, age, cultural and educational backgrounds, ethnicity, skills, knowledge and professional experience) of the Board and make recommendations to the Board in relation to any proposed changes. Details of the board diversity policy of China Shenhua Energy Company Limited are set out in the appendix.
2. To assess the independence of independent non-executive directors.
3. To develop standards and procedures for selection of directors, chief executive officer and other senior officers, and make recommendations to the Board, taking into account the Company's corporate strategy and the combination of skills, knowledge, experience and diversity needed in the future.
4. To search extensively for qualified candidates of directors, chief executive officer and other senior officers; to examine the candidates of directors, chief executive officer and other senior officers and make recommendations. In identifying suitable candidates, the Nomination Committee shall consider the merits of candidates and against the objective criteria, with due regard for the benefits of diversity of the Board.
5. To nominate the candidates of members of the special committees (excluding members of the Nomination Committee and chairmen of the special committees) of the Board.
6. To formulate the development plans for chief executive officer, other senior officers and key backup talents, taking into account the Company's corporate strategy and the combination of skills, knowledge, experience and diversity needed in the future.
7. To review the board diversity policy, as appropriate; and review the measurable objectives that the Board has set for implementing the board diversity policy, and the progress on achieving the objectives; and make disclosure of its review results in the Corporate Governance Report annually.
8. Other matters authorised by the Board.

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Article 8

Duties and powers of the chairman of the Nomination Committee are as follows:

1. To convene and chair the meetings of the Nomination Committee.
2. To supervise and inspect the implementation of resolutions of meetings of the Nomination Committee.
3. To sign on important documents of the Nomination Committee.
4. To report to the Board on a regular basis or in line with the arrangements of the Board.
5. Other duties and powers authorised by the Board.

CHAPTER THREE OPERATIONS OF THE NOMINATION COMMITTEE

Article 9

The meetings of the Nomination Committee shall comprise regular meetings and extraordinary meetings, and be convened at least twice a year.

The chairman of the Nomination Committee shall convene an extraordinary meeting within ten days in the occurrence of any of the following events:

1. where more than a half of members of the Nomination Committee propose;
2. where the chairman of the Nomination Committee proposes;
3. where necessary as considered by the Board.

Article 10

The meetings of the Nomination Committee shall be chaired by the chairman who, if unable to attend the meeting, may appoint another member (being independent non- executive director) to chair the meeting.

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Article 11

The quorum of the meetings of the Nomination Committee shall be two-thirds or more of all its members, each having one vote. Resolutions of the meetings shall be passed by a majority of all members. Where a member fails to be present, he/she may appoint in writing another member to attend the meeting on his/her behalf.

Article 12

The directors, supervisors, chief executive officer and other senior officers of the Company may be invited by the Nomination Committee to attend its meeting as non- voting participants when necessary.

Article 13

Records shall be produced for meetings of the Nomination Committee, with minutes and resolutions to be submitted to the Board after the meetings (unless prohibited by the laws or regulatory requirements). All members present at the meetings shall sign on the minutes and resolutions. Any objection to the resolutions by a member present at the meetings shall be recorded in the meeting records or minutes.

Article 14

A meeting of the Nomination Committee may be held on site or by way of telecommunications including telephone conference, video conference and written proposal meeting, etc.

Article 15

Where a meeting of the Nomination Committee is held by way of telecommunications including telephone or video conference, it shall be ensured that the participating members can hear each other clearly and communicate with each other. Meetings convened in such ways shall be taped. Where the participating members are not able to sign the resolutions of the meetings immediately at such meetings, oral voting shall be adopted, the results of which shall be valid with the resolutions and minutes of the meeting signed after the meeting as soon as practicable. The oral voting of the members has the same effect as written signatures. However, the resolutions and minutes of the meetings signed afterwards shall be consistent with the oral voting.

Where a meeting of the Nomination Committee is held by way of written proposal, the written proposal shall be despatched by facsimile, email, courier or by hand or otherwise to all members, and shall be returned in original copies to the Company for filing after voting by the members. A proposal signed by consenting members satisfying the threshold hereunder shall become a resolution of the committee.

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Article 16

The Nomination Committee shall be provided with sufficient resources to exercise its functions and powers. The Nomination Committee has the right to request adequate supports for its work and responses to its questions from the Board, chief executive officer and other senior officers of the Company. Chief executive officer and other senior officers shall provide supports and the information necessary for the Nomination Committee to perform its duties. If necessary, the Nomination Committee may engage external experts or intermediaries to provide professional advisory services at reasonable expense of the Company.

Article 17

The Nomination Committee shall make available its terms of reference, explaining its role and powers authorised by the Board.

Article 18

To ensure the performance of duties of the Nomination Committee on a fair and just basis, a member of the Nomination Committee shall be deemed as an interested party and shall make prior disclosure to the Nomination Committee and abstain from voting on resolutions of the Nomination Committee in respect of the selection of directors, chief executive officer and other senior officers in any of the following circumstances:

1. where the member is proposed to be nominated;
2. where a close relative of the member is proposed to be nominated;
3. other circumstances that may have an impact on objective and fair judgement of the member.

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CHAPTER FOUR SUPPLEMENTARY RULES

Article 19

Unless otherwise specified, the term "above" herein shall include the underlying number.

Article 20

Unless otherwise specified, terms used herein shall have the same meanings ascribed thereto under the Articles of Association.

Article 21

These rules shall be interpreted by Human Resources department of China Shenhua.

Article 22

These rules shall come into effect from the date of approval by the Board.

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APPENDIX

BOARD DIVERSITY POLICY OF CHINA SHENHUA ENERGY

COMPANY LIMITED

1. PURPOSE

This policy aims to set out the approach to achieve diversity on the Board of the Company.

1. VISION

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance.

1. POLICY STATEMENT
   With a view to achieving a sustainable and balanced development, the Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In deciding the Board's composition, Board diversity shall be considered from a number of aspects, including but not limited to gender, age, cultural and educational backgrounds, ethnicity, skills, knowledge and professional experience. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, with due regard for the benefits of diversity on the Board.

IV. MEASURABLE OBJECTIVES

Selection of candidates will be based on a range of diversified perspectives, including but not limited to gender, age, cultural and educational backgrounds, ethnicity, skills, knowledge and professional experience. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. The Board's composition (including gender, ethnicity, age, term of office) will be disclosed in the Corporate Governance Report annually.

1. MONITORING AND REPORTING
   The Nomination Committee will report annually, in the Corporate Governance Report, on the Board's composition under diversified perspectives, and monitor the implementation of this policy.

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VI. REVIEW OF THIS POLICY

The Nomination Committee will review this policy, as appropriate, to ensure the effectiveness of this policy. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval.

VII. DISCLOSURE OF THIS POLICY

This policy will be published on the Company's website as public information. A summary of this policy together with the measurable objectives set for implementing this policy, and the progress made towards achieving these objectives will be disclosed in the Corporate Governance Report annually.

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