CStone Pharmaceuticals — AGM Information 2006

Feb 8, 2006

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Yanzhou Coal Mining Company Limited (the “ Company ”) will be held on 24 March 2006 at 8:30 a.m. at the Conference Room of Zong He Building, 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China (or after any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the entering into of the Provision of Materials and Water Supply Agreement between the Company and Yankuang Group Corporation Limited (the “ Parent Company ”), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for identification purposes, and the continuing connected transactions contemplated thereunder together with the associated proposed maximum aggregate annual amounts in respect of such transactions for each of the financial years ending 31 December 2006 to 2008, details of which are more particularly described in the circular of the Company dated 1 February 2006 (the “ Circular ”), be and are hereby generally and unconditionally approved, confirmed and ratified; and

   • (b) the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to and the transactions contemplated under the Provision of Materials and Water Supply Agreement.”

2. “ THAT :

   • (a) the entering into of the Provision of Labour and Services Agreement between the Company and the Parent Company, a copy of which has been produced to the meeting marked “B” and signed by the Chairman of the meeting for identification purposes, and the continuing connected transactions contemplated thereunder together with the associated proposed maximum aggregate annual amounts in respect of such transactions for each of the financial years ending 31 December 2006 to 2008, details of which are more particularly described in the Circular, be and are hereby generally and unconditionally approved, confirmed and ratified; and

   • (b) the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to and the transactions contemplated under the Provision of Labour and Services Agreement.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT :

   • (a) the entering into of the Provision of Electricity Agreement between the Company and the Parent Company, a copy of which has been produced to the meeting marked “C” and signed by the Chairman of the meeting for identification purposes, and the continuing connected transactions contemplated thereunder together with the associated proposed maximum aggregate annual amounts in respect of such transactions for each of the financial years ending 31 December 2006 to 2008, details of which are more particularly described in the Circular, be and are hereby generally and unconditionally approved, confirmed and ratified; and

   • (b) the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to and the transactions contemplated under the Provision of Electricity Agreement.”

2. “ THAT :

   • (a) the entering into of the Provision of Equipment Maintenance and Repair Works Agreement between the Company and the Parent Company, a copy of which has been produced to the meeting marked “D” and signed by the Chairman of the meeting for identification purposes, and the continuing connected transactions contemplated thereunder together with the associated proposed maximum aggregate annual amounts in respect of such transactions for each of the financial years ending 31 December 2006 to 2008, details of which are more particularly described in the Circular, be and are hereby generally and unconditionally approved, confirmed and ratified; and

   • (b) the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to and the transactions contemplated under the Provision of Equipment Maintenance and Repair Works Agreement.”

3. “ THAT :

   • (a) the entering into of the Provision of Products and Materials Agreement between the Company and the Parent Company, a copy of which has been produced to the meeting marked “E” and signed by the Chairman of the meeting for identification purposes, and the continuing connected transactions contemplated thereunder together with the associated proposed maximum aggregate annual amounts in respect of such transactions for each of the financial years ending 31 December 2006 to 2008, details of which are more particularly described in the Circular, be and are hereby generally and unconditionally approved, confirmed and ratified; and

   • (b) the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to and the transactions contemplated under the Provision of Products and Materials Agreement.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

6. “ THAT :

the following proposed amendment to rule 20 of “The Procedural Rules of the Supervisory Committee of the Company” be and is hereby approved:

Rule 20 (before the proposed amendment):

“The Supervisory Committee shall in each year hold at least two meetings and convene an extraordinary meeting in a timely manner when it is necessary. Written notice of the meeting shall be given to all supervisors at least ten days before the meeting. In the event that the meeting of Supervisory Committee cannot be held as scheduled, an announcement should be made to provide the reasons therefor.”

Rule 20 (after the proposed amendment):

“The Supervisory Committee shall in each year hold at least two meetings and convene an extraordinary meeting in a timely manner when it is necessary. Written notice of the meeting shall be given to all supervisors at least five days before the general meeting and at least two days before the extraordinary meeting. In the event that the meeting of Supervisory Committee cannot be held as scheduled, an announcement should be made to provide the reasons therefor.””

SPECIAL RESOLUTION

7. “ THAT :

the following proposed amendment to paragraph 1 of Article 89 of the Articles of Association of the Company be and is hereby approved and THAT the board of directors of the Company be and is hereby authorised to do all things in connection with the amendments including the filing of the amendment with the relevant authorities:

Paragraph 1 of Article 89 (before the proposed amendment):

“When connection transactions are voted at a general meeting, the interested shareholders shall not participate in voting. The voting rights represented by the shares held by them shall not be counted in the total number of shares validly voted. The announcement on the resolutions passed by the general meeting should fully disclose the details of voting by unconnected shareholders. If under special circumstances it is impossible for those shareholders to avoid voting, the Company may, after seeking the relevant department’s consent, conduct the voting following the normal procedure and provide a detailed explanation in the announcement regarding the resolutions passed at the general meeting.”

Paragraph 1 of Article 89 (after the proposed amendment):

“When connected transactions are voted a general meeting, the connected shareholders shall not participate in voting. The voting rights represented by the shares held by them shall not be counted in the total number of shares validly voted. The announcement on

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NOTICE OF EXTRAORDINARY GENERAL MEETING

the resolutions passed at the general meeting should fully disclose the details of voting by unconnected shareholders.””

By Order of the Board YANZHOU COAL MINING COMPANY LIMITED Wang Xin Chairman

Zoucheng, Shandong, PRC 7 February 2006

Notes:

• (A) The H Share register of the Company will be closed from 23, February 2006 to 24, March 2006 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s Register of Members at the close of business on 22, February 2006, are entitled to attend and vote at the Extraordinary General Meeting after completing the registration procedures for attending the meeting.

• (B) Holders of H Shares, who intend to attend the Extraordinary General Meeting, must complete the reply slips for attending the Extraordinary General Meeting and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the Extraordinary General Meeting, i.e. no later than 3, March 2006.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

298 South Fushan Road Zoucheng Shandong Province 273500 PRC Tel: 86-537-5382319 Fax: 86-537-5383311

• (C) Each holder of H Shares who has the right to attend and vote at the Extraordinary General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Extraordinary General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

• (D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified.

• (E) To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share Registrar, Hong Kong Registrars Limited, the address of which is set out below, not less than 24 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof in order for such documents to be valid.

The address of Hong Kong Registrars Limited is as follows:

46th Floor, Hopewell Centre 183 Queen’s Road East Hong Kong

• (F) If a proxy attends the Extraordinary General Meeting on behalf of a shareholder, he should produce his ID card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person shareholder appoints its corporate representative to attend the Extraordinary General Meeting, such representative should produce his/her ID card and the notarized copy of the resolution passed by the Board of Directors or other authorities or other notarized copy of the licence issued by such legal person shareholder.

• (G) The Extraordinary General Meeting is expected to last for half a day. Shareholders attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

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