CStone Pharmaceuticals — AGM Information 2006

May 9, 2006

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) (Stock Code: 1171)

Form of proxy for use at the Annual General Meeting for the year end 31st December, 2005

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 the Conference Room of Zong He Building, 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 8:30 a.m. on 28th June, 2006. 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	AGAINST4	ABSTAIN4
1.	to consider and approve the working report of the board of directors of theCompany (the “Board”) for the year ended 31st December 2005;
2.	to consider and approve the working report of the supervisory committee of theCompany for the year ended 31st December 2005;
3.	to consider and approve the audited financial statements of the Company as atand for the year ended 31st December 2005;
4.	to consider and approve the proposed profit distribution plan and the cashdividend and special cash dividend distribution plans of the Company for theyear ended 31st December 2005, and to authorise the Board to distribute suchdividends to shareholders;
5.	to determine the remuneration of the directors and supervisors of the Companyfor the year ending 31st December 2006;
6.	to consider and approve the appointment of Deloitte Touche Tohmatsu (certifiedpublic accountants in Hong Kong) and Deloitte Touche Tohmatsu Certified PublicAccountants Ltd. (certified public accountants in the PRC (excluding Hong Kong))as the Company’s international and domestic auditors for the year 2006,respectively, to hold office until the conclusion of the next annual general meetingand to fix their remuneration;
	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
7.	to consider and approve the amendments to the articles of association of theCompany proposed by the Board at a Board meeting held on 21st April 2006,details of which are more particularly described in the circular of the Companydated 9th May 2006 issued to the shareholders and are available on the websitesof The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”)and the Shanghai Stock Exchange, and to authorize the Board to do all suchthings as necessary in connection with such amendments;
8.	to consider and approve the amendments to the Rules of Procedure for theShareholders’ Meeting of Yanzhou Coal Mining Company Limited proposed bythe Board at a Board meeting held on 21st April 2006, details of which are moreparticularly described in the circular of the Company dated 9th May 2006 issuedto the shareholders and are available on the websites of the Hong Kong StockExchange and the Shanghai Stock Exchange, and to authorize do all such thingsas necessary in connection with such amendments;
9.	to consider and approve the proposed amendments to the Rules of Procedure forthe Board of Directors of Yanzhou Coal Mining Company Limited proposed by theBoard at a Board meeting held on 21st April 2006, details of which are moreparticularly described in the circular of the Company dated 9th May 2006 issuedto the shareholders and are available on the websites of the Hong Kong StockExchange and the Shanghai Stock Exchange, and to authorize do all such thingsas necessary in connection with such amendments;
10.	to consider and approve the proposed amendments to the Rules of Procedure forthe Supervisory Committee of Yanzhou Coal Mining Company Limited proposedby the Board at a Board meeting held on 21st April 2006, details of which aremore particularly described in the circular of the Company dated 9th May 2006issued to the shareholders and are available on the websites of the Hong KongStock Exchange and the Shanghai Stock Exchange, and to authorize do all suchthings as necessary in connection with such amendments; and

	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
11.	to consider and approve the following resolution:“THAT:(a)the Board be and is hereby granted an unconditional general mandate toissue, allot and deal with additional H Shares in the share capital of theCompany and to make or grant offers, agreements and options in respectthereof, subject to the following terms:(i)such mandate shall not extend beyond the Relevant Period save thatthe Board may during the Relevant Period make or grant offers,agreements or options which might require the exercise of suchpowers after the end of the Relevant Period;(ii)the number of shares allotted or agreed conditionally orunconditionally to be allotted (whether pursuant to an option orotherwise) by the Board shall not exceed 20 per cent. of the numberof H Shares in issue as at the date of the this resolution; and(iii)the Board will only exercise its power under such mandate inaccordance with the Company Law of the PRC and the RulesGoverning the Listing of Securities on The Stock Exchange of HongKong Limited (as the same may be amended from time to time) andonly if all necessary approvals from the China Securities RegulatoryCommission and/or other relevant PRC government authorities areobtained;(b)for the purposes of this resolution:“H Shares” means the overseas-listed foreign invested shares in the sharecapital of the Company with a par value RMB1.00 each, and which aresubscribed for and traded in Hong Kong dollars;“Relevant Period” means the period from the passing of this resolutionuntil the earliest of:(i)the conclusion of the next annual general meeting of the Companyfollowing the passing of this resolution;(ii)the expiration of the 12-month period following the passing of thisresolution; or(iii)the date on which the authority set out in this resolution is revokedor varied by a special resolution of the shareholders of the Companyin a general meeting; and(c)contingent on the directors resolving to issue shares pursuant tosubparagraph (a) of this resolution, the Board be and is hereby authorisedto approve, execute and do or procure to be executed and done, all suchdocuments, deeds and things as it may consider necessary in connectionwith the issue of such new shares including, without limitation, determiningthe time and place of issue, making all necessary applications to therelevant authorities and entering into an underwriting agreement (or anyother agreement), to determine the use of proceeds and to make allnecessary filings and registrations with the relevant PRC, Hong Kong andother authorities, and to make such amendments to the articles ofassociation of the Company as it thinks fit so as to reflect the increase inregistered capital of the Company and to reflect the new share capitalstructure of the Company under the intended allotment and issue of theshares of the Company pursuant to the resolution under paragraph (a) ofthis resolution.”

Signature7Notes:	:Date:	2006

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. 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.

6. 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.

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

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