CStone Pharmaceuticals — AGM Information 2005

May 12, 2005

==> picture [60 x 62] intentionally omitted <==

兗州煤業股份有限公司 YANZHOU COAL MINING COMPANY LIMITED

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

Form of proxy for use at the Annual General Meeting for the year end 31st December, 2004

The Number of Shares Represented by the Proxy Form[1]

I/We[2] _________________ , Address: __________________[2] , being the registered holder(s) of __ H shares of RMB1.00 each in the capital of Yanzhou Coal Mining Company Limited (the “Company”), HEREBY APPOINT[3] the Chairman of the Annual General Meeting or ________ of

as my/our proxy/proxies to attend and act for me/us and on my/our behalf at the Annual General Meeting of the Company (and/or at___________________ any adjournment thereof) to be held at 2nd Floor Conference Room, Guest House, 298 South Fushan Road, Zoucheng, Shandong Province 273500, PRC at 8:30 a.m. on 28th June, 2005. The proxy/proxies will vote on the resolutions listed in the Notice of Annual General Meeting as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

	ORDINARY RESOLUTIONS	FOR4	FOR4	AGAINST4	AGAINST4	ABSTAIN4	ABSTAIN4
1.	to consider and approve the working report of the board of directors of the Company (the “Board”) for the year ended 31st December, 2004;
2.	to consider and approve the working report of the supervisory committee of the Company for the year ended 31st December, 2004;
3.	to consider and approve the audited financial statements of the Company as at and for the year ended 31st December, 2004;
4.	to determine the remuneration of the directors and supervisors of the Company for the year ending 31st December, 2005;
5.	to consider and approve the anticipated amount of “Sale of Products and Commodities”, a type of daily connected transactions (as defined under the Rules Governing the Listing of Shares on the Shanghai Stock Exchange) of the Company, for the year ending 31st December, 2005;
	SPECIAL RESOLUTIONS	FOR4		AGAINST4		ABSTAIN4
6.	to consider and approve the proposed profit distribution plan, i.e. the final dividend distribution plan and the issue of bonus shares of the Company through the capitalization of the capital reserve of the Company on the basis of six bonus shares for every ten existing shares for the year ended 31st December, 2004, and to authorise the Board to distribute such final dividend and bonus shares to the shareholders of the Company (the “Shareholders”) and to authorise the Board to make consequential amendments to the articles of association of the Company arising from such bonus issue of shares;
7.	to consider and approve the amendments of the articles of association of the Company and to authorise the Board to do all such things as necessary in connection with such amendments;
	ORDINARY RESOLUTION	FOR4		AGAINST4		ABSTAIN4
8.	to ratify and confirm the directors of the second session of the Board and the supervisors of the second session of the supervisory committee to continue carrying out their duties as directors and supervisors from 22nd April, 2005 to the conclusion of the Annual General Meeting;
	ORDINARY RESOLUTION	FOR5			ABSTAIN5
9.	to consider and approve the appointment of the following persons as the directors of the Company of the third session of the Board for a term of three years, to commence from the conclusion of the Annual General Meeting to the conclusion of the Shareholders’ meeting appointing the directors of the fourth session of the Board in or about June 2008:	(Please approp resoluti	refer to no riate number on no.9)		te 5 and i of shares		nsert the below for
	9.1 Wang Xin
	9.2 Geng Jiahuai
	9.3 Yang Deyu
	9.4 Shi Xuerang
	9.5 Chen Changchun
	9.6 Wu Yuxiang
	9.7 Wang Xinkun
	9.8 Chen Guangshui
	9.9 Dong Yunqing

	ORDINARY RESOLUTION	FOR5	FOR5	FOR5	ABSTAIN5	ABSTAIN5	ABSTAIN5
10.	to consider and approve the appointment of the following persons as the independent non-executive directors of the Company of the third session of the Board for a term of three years, to commence from the conclusion of the Annual General Meeting to the conclusion of the Shareholders’ meeting appointing the directors of the fourth session of the Board in or about June 2008:	(Plea appro for re	se refer to no priate numb solution no.1		te 5 and i er of shar 0)		nsert the es below
	10.1 Pu Hongjiu
	10.2 Cui Jianmin
	10.3 Wang Xiaojun
	10.4 Wang Quanxi
	ORDINARY RESOLUTION	FOR6			ABSTAIN6
11.	to consider and approve the appointment of the following persons as the supervisors (not representing the employees) of the Company of the third session of the supervisory committee of the Company for a term of three years, to commence from the conclusion of the Annual General Meeting to the conclusion of the Shareholders’ meeting appointing the supervisors (not representing the employees) of the fourth session of the supervisory committee of the Company in or about June 2008:	(Plea appr for re	se refer to no opriate numb solution no.1		te 6 and i er of shar 1)		nsert the es below
	11.1 Meng Xianchang
	11.2 Song Guo
	11.3 Zhang Shengdong
	11.4 Liu Weixin
	ORDINARY RESOLUTIONS	FOR4		AGAINST4		ABSTAIN4
12.	to consider, approve and adopt the Rules of Procedure for the Shareholders’ Meeting of Yanzhou Coal Mining Company Limited;
13.	to consider, approve and adopt the Rules of Procedure for the Board of Directors of Yanzhou Coal Mining Company Limited;
14.	to consider, approve and adopt the Rules of Procedure for the Supervisory Committee of Yanzhou Coal Mining Company Limited;
15.	to consider, approve and adopt the Management Measures for the Directors’ Decision Making Risk Fund of Yanzhou Coal Mining Company Limited;
16.	to consider and approve the appointment of Deloitte Touche Tohmatsu (certified public accountants in Hong Kong) and Deloitte Touche Tohmatsu Certified Public Accountants Ltd. (certified public accountants in the PRC (excluding Hong Kong)) as the Company’s international and domestic auditors for the year 2005, respectively, and to determine their remuneration;
	SPECIAL RESOLUTION	FOR4		AGAINST4		ABSTAIN4
17.	to consider and approve the following resolution: “THAT: (a) the Board be and is hereby granted an unconditional general mandate to issue, allot and deal with additional H Shares in the share capital of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following terms: (i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period; (ii) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed 20 per cent. of the number of H Shares in issue as at the date of the this resolution; and (iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained; (b) for the purposes of this resolution: “H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value RMB1.00 each, and which are subscribed for and traded in Hong Kong dollars; “Relevant Period” means the period from the passing of this resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or (ii) the expiration of the 12-month period following the passing of this resolution; or (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and

	SPECIAL RESOLUTION	FOR4	AGAINST4	ABSTAIN4
	(c) contingent on the directors resolving to issue shares pursuant to subparagraph (a) of this resolution, the Board be and is hereby authorised to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase in registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (a) of this resolution.”

Signature7 Notes:	: Date:	2005

1. Please insert the number of shares in the Company to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate all the shares in the Company registered in your name.

2. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company.

3. If the person other than the Chairman of the Annual General Meeting is to be appointed as proxy, please delete “the Chairman of the Annual General Meeting or” and insert into the blank space the name and address of the proxy appointed. Each Shareholder is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy need not be a Shareholder. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.

4. Important : If you wish to vote for any resolution, tick in the box marked “ FOR ”. If you wish to vote against any resolution, tick in the box marked “ AGAINST ”. If you wish to abstain from a resolution, tick the appropriate box marked “ ABSTAIN ”. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

5. Important : Each of resolution nos.9 and 10 will be voted by way of a cumulative voting system, details are as follows:

6. (1) Independent non-executive directors shall be elected separately with other members of the board of directors of the Company, i.e. the election of independent non-executive directors is to be considered in resolution no.10 whereas the election of other members of the board of directors of the Company is to be separately considered in resolution no.9.

7. (2) For each of resolution nos.9 and 10, each share having voting rights held by a Shareholder has the number of votes equal to the number of nominated directors, i.e. each share has an aggregate of 9 votes in resolution no.9 and an aggregate of 4 votes in resolution no.10. The Shareholder may freely allocate his/her votes among the directors nominated in each of resolution nos.9 and 10, either to allocate to different persons, or to vote all his/her votes in favour of one person. For the avoidance of doubt, the votes in resolution no.9 cannot be allocated to and voted in resolution no.10 and vice versa.

8. (3) If you wish to vote for any resolution, insert the number of votes in the box marked “ FOR ”. If you wish to abstain from voting, insert the number of votes in the box marked “ ABSTAIN ”. Resolution nos. 9 and 10 do not have the box marked “AGAINST”. If you fail to insert the number of votes in the box or the aggregate number of votes inserted in each of resolution nos.9 and 10 do not correspond to the aggregate number of votes (as calculated in accordance with note 5(2)) represented by this form of proxy, your proxy will be entitled to cast all of your votes at his discretion.

9. Important : Resolution no.11 will be voted by way of a cumulative voting system, details are as follows:

10. (1) For resolution no.11, each share having voting right held by a Shareholder has the number of votes equal to the number of nominated supervisors, i.e. each share has an aggregate of 4 votes in resolution no.11. The Shareholder may freely allocate his/her votes among the supervisors nominated in resolution no.11, either to allocate to different persons, or to vote all his/her votes favour of one person. For the avoidance of doubt, the votes in resolution no.11 cannot be allocated to and voted in resolution nos.9 and/or 10 and vice versa.

11. (2) If you wish to vote for any resolution, insert the number of votes in the box marked “ FOR ”. If you wish to abstain from voting, insert the number of votes in the box marked “ ABSTAIN ”. Resolution no. 11 does not have the box marked “AGAINST”. If you fail to insert the number of votes in the box or the aggregate number of votes inserted in resolution no.11 do not correspond to the aggregate number of votes (as calculated in accordance with note 6(1)) represented by this form of proxy, your proxy will be entitled to cast all of your votes at his discretion.

12. This form of proxy must be signed by you (or by your attorney duly authorized in writing). If you are a legal entity such as a company or an organisation, this form of proxy must be under the seal of the legal entity or be signed by its director (or responsible person) or a duly authorized attorney.

13. To be valid, this form of proxy, together with the power of attorney or other documents of authorization under which it is signed, must be delivered to Hong Kong Registrars Limited not less than 24 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.

14. A proxy attending the Annual General Meeting must present his proof of identity.

15. Please refer to the circular dispatched with this form proxy for details of certain resolutions.