China Shenhua Energy : FORM OF PROXY FOR ANNUAL GENERAL MEETING

(Note 2)

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

(Stock Code: 01088)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We (Note 1)

of

being the registered holder(s) ofH shares of RMB1.00 each in the

share capital of China Shenhua Energy Company Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

o f

as my/our proxy to attend and act for me/us at the annual general meeting of the Company to be held at 9:30 a.m. on Friday, 25 June 2021 at Conference Room 1906, 19/F, Block C, Shenhua Tower, 16 Ande Road, Dongcheng District, Beijing, the People's Republic of China (the "Meeting") (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4) at the Meeting (and at any adjournment thereof).

	ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
1.	To consider and, if thought fit, to approve the report of the board of directors
	of the Company for the year ended 31 December 2020.
2.	To consider and, if thought fit, to approve the report of the supervisory
	committee of the Company for the year ended 31 December 2020.
3.	To consider and, if thought fit, to approve the audited financial statements of
	the Company for the year ended 31 December 2020.
4.	To consider and, if thought fit, to approve the Company's profit distribution
	plan for the year ended 31 December 2020: (1) final dividend for the year
	ended 31 December 2020 in the amount of RMB1.81 per share (inclusive
	of tax) be declared and distributed, the aggregate amount of which is
	approximately RMB35,962 million (inclusive of tax); (2) to authorise the
	Chairman and the Chief Executive Officer to implement the above-mentioned
	profit distribution matters and to deal with relevant matters in relation to tax
	withholding and foreign exchange as required by relevant laws, regulations
	and regulatory authorities.

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		ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
5.	To consider and, if thought fit, to approve the remuneration of the directors
	and supervisors of the Company for the year ended 31 December 2020:
	(1) chairman and executive director, Wang Xiangxi, and former executive
	directors, Li Dong, Gao Song and Mi Shuhua are remunerated by China
	Energy Investment Corporation Limited ("China Energy") and are not
	remunerated by the Company in cash; aggregate remuneration of the
	executive directors, Yang Jiping, Xu Mingjun, employee director,Wang
	Xingzhong, amounted to RMB1,433,303; (2) aggregate remuneration of the
	independent non-executive directors is in the amount of RMB1,350,000,
	and the non-executive directors (other than the independent non- executive
	directors) are remunerated by China Energy and are not remunerated by the
	Company in cash; (3) chairman of the supervisory committee of the Company,
	Luo Meijian, shareholder representative supervisor, Zhou Dayu, and former
	chairman of the supervisory committee of the Company, Zhai Richeng, are
	remunerated by China Energy and are not remunerated by the Company in
	cash. Aggregate remuneration of employees' representative supervisor, Zhang
	Changyan, amounted to RMB846,632.
6.	To consider and, if thought fit, to approve the extension of appointment of
	KPMG and KPMG Huazhen LLP as the international and the PRC auditors
	of the Company for the year of 2021 until the completion of the next annual
	general meeting and to authorise a directors' committee comprising of the
	Chairman and Chairman of the Audit Committee to determine their 2021
	remuneration.
7.	To consider and, if thought fit, to approve the Company entering into the
	2021-2023 Financial Services Agreement with China Energy Finance Co.,
	Ltd. and the terms, proposed annual caps and the transactions contemplated
	thereunder.
8.	To consider and, if thought fit, to elect Mr. Yang Rongming as a non-
	executive director of the fifth session of the board of directors of the
	Company, with a term of office from the date of election and approval at the
	annual general meeting to the date of expiry term of the fifth session of the
	board of directors of the Company, being 28 May 2023.
		SPECIAL RESOLUTIONS	For (Note 4)	Against (Note 4)
9.	To consider and, if thought fit, to decrease registered capital of the Company
	and approve the amendments to the articles of association of the Company.
10.	To consider and, if thought fit, to approve the following general mandate for
	the board of directors and the persons authorised by the board of directors to
	repurchase the Company's H shares:
	(1)	the board of directors be granted a general mandate, by reference to the
		requirements of the relevant laws and regulations, to repurchase the
		Company's H shares on market of The Stock Exchange of Hong Kong
		Limited not exceeding 10% of the number of the Company's H shares
		in issue at the time when this resolution is passed at the annual general
		meeting and the class meetings of shareholders.

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SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

1. the board of directors be authorised to (including but not limited to the following):
2. 1. formulate and implement repurchase plan, including but not limited to determining the time of repurchase, period of repurchase, repurchase price and number of shares to repurchase, etc.;
   2. notify creditors and issue announcements pursuant to the requirements of the laws and regulations such as Company Law of the People's Republic of China and the articles of association of the Company;
   3. open overseas share accounts and money accounts and to carry out related change of foreign exchange registration procedures;
   4. carry out relevant approval or filing procedures (if any) pursuant to the applicable laws, regulations and rules;
   5. carry out cancelation procedures for repurchased shares, make corresponding amendments to the articles of association of the Company relating to, among others, share capital and shareholdings, and carry out modification registrations and make filings;
   6. execute and deal with any documents and matters related to share repurchase.
3. Authorisation period

The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution at the annual general meeting, the class meeting of holders of A shares and the class meeting of holders of H shares and ends at the earlier of:

1. the conclusion of the annual general meeting for 2021; or
2. the date on which the authority conferred by this special resolution is revoked or varied by a special resolution at a general meeting, or a special resolution at a class meeting of holders of A shares or a class meeting of holders of H shares.

Date:

Signature(s) (Note 6) :

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Notes :

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
3. If any proxy other than the chairman of the Meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF
   PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED "AGAINST". If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
6. In case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
7. In order to be valid, the form of proxy together with the signed power of attorney or other authorisation document (if any) must be deposited with the Company's H shares share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so wishes.
8. Shareholders or their proxies attending the Meeting shall produce their identity documents.
9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

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