China Shenhua Energy : Rules of Procedures of the Strategy 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 Strategy Committee of

the Board of Directors of

China Shenhua Energy Company Limited

These rules were passed on 26 August 2005 at the 5th meeting of the first session of the board of directors, revised on 17 August 2007 at the 16th meeting of the first session of the board of directors, revised on 24 August 2018 at the 12th meeting of the fourth session of the board of directors, and revised on 28 August 2020 at the 3rd meeting of the fifth session of the board of directors of the Company.

- 1 -

Article 1 Objectives

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 with reference to the Company's actual situation in order to meet the Company's strategic development needs, enhance core competitiveness, determine development plans, improve investment decision-making procedures, make decision in a more scientific way, improve the efficiency and quality of major investment decisions, and improve corporate governance structure.
2. The Strategy Committee is a special committee of the board of directors of the Company (the "Board") and shall report to the Board.
3. The Strategy Committee is mainly responsible for conducting research and providing recommendations on the Company's long-term development strategies and major investment decisions.

Article 2 Members of the Strategy Committee

1. The Strategy Committee shall consist of three to five directors of the Company.
2. Members of the Strategy Committee shall be appointed and dismissed by the Board.
3. The term of office of members of the Strategy Committee shall be the same as that of directors, renewable upon re-election at its expiry. If a member of the Strategy Committee no longer serves as a director of the Company, the Board shall fill the vacancy in a timely manner in accordance with these rules in order to meet the requirements herein on the composition of the Strategy Committee. The member shall exercise relevant functions and powers hereunder until the vacancy is filled by the Board under these rules.
4. The Strategy Committee shall have one chairman, who shall be nominated by the Chairman of the Board and considered and approved by the Board.

Article 3 Operations of the Strategy Committee

1. The meetings of the Strategy Committee shall be convened at least twice a year. When proposed by one half or more of its members or by the chairman of the Strategy Committee, an extraordinary meeting may be convened.
2. The meetings of the Strategy Committee shall be chaired by the chairman who, if unable to attend the meeting, may appoint another member to chair the meeting.

- 2 -

1. The quorum of the meetings of the Strategy 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.
2. The directors, supervisors, chief executive officer and other senior officers of the Company may be invited by the Strategy Committee to attend its meeting as non-voting participants when necessary. The Strategy Committee may hire an intermediary to provide professional advice for its decision-making if necessary.
3. Records shall be produced for meetings of the Strategy Committee, with minutes and resolutions produced if necessary. Any objection to the resolutions by a member present at the meetings shall be recorded in the meeting records or minutes.
4. A meeting of the Strategy Committee may be held on site or by way of telecommunications including telephone conference, video conference and written proposal meeting, etc.
5. When the meeting of the Strategy Committee is convened by way of 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 Strategy Committee is held by way of written proposal, the written proposal shall be despatched by facsimile, e-mail, 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.
6. The resolutions passed by and voting results of the meeting of the Strategy Committee shall be reported to the Board in writing.

- 3 -

Article 4 Duties of the Strategy Committee

1. To conduct research and provide recommendations on the Company's long-term development strategies and major investment decisions;
2. to conduct research and provide recommendations on the major investments and financing plans subject to approval by the Board;
3. to conduct research and provide recommendations on the major capital operation and asset management projects subject to approval by the Board;
4. to conduct research and provide recommendations on other major issues affecting the Company's development;
5. to inspect the implementation of the above matters;
6. other matters authorised by the Board.

Article 5 Duties and Powers of the Chairman of the Strategy Committee

1. To convene and chair the meetings of the Strategy Committee;
2. to supervise and inspect the implementation of resolutions of meetings of the Strategy Committee;
3. to sign on important documents of the Strategy Committee;
4. to report to the Board on a regular basis;
5. other duties and powers authorised by the Board.

Article 6 Supplementary Provisions

1. Unless otherwise specified, the term "above" herein shall include the underlying number.
2. Unless otherwise specified, terms used herein shall have the same meanings ascribed thereto under the Articles of Association.
3. These rules shall come into effect from the date of approval by the Board.
4. These rules shall be interpreted by the Board.

- 4 -