CStone Pharmaceuticals — AGM Information 2008

May 8, 2008

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 31 December 2007

The Number of Shares Represented by theProxy Form1

I/We2 of2

being the registered holder(s) of

H shares of RMB1.00 each in the capital 3 the Chairman of the Annual General Meeting or

of Yanzhou Coal Mining Company Limited (the “Company”), HEREBY APPOINT

of

as my/our proxy/proxies to attend on my/our behalf the Annual General Meeting of the Company (and/or at any adjournment thereof) to be held at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province, Postal Code 273500, the People’s Republic of China at 8:30 a.m. on 27 June 2008. 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:

	AS ORDINARY RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
1.	To consider and approve the working report of the board of directors of the Company(the “Board”) for the year ended 31 December 2007;
2.	To consider and approve the working report of the supervisory committee of theCompany for the year ended 31 December 2007;
3.	To consider and approve the audited financial statements of the Company as at andfor the year ended 31 December 2007;
4.	To consider and approve the proposed profit distribution plan (the cash dividenddistribution plan) of the Company for the year ended 31 December 2007, and toauthorize the Board to distribute such dividends to the shareholders of the Company;
5.	To consider and approve the respective re-appointments of the following persons asthe non-worker representative executive Directors of the fourth session of the Boardfor a term of three years, which will become effective upon the conclusion of the AGM:
	(i)Mr. Wang Xin (re-appointment)
	(ii)Mr. Geng Jiahuai (re-appointment)
	(iii)Mr. Yang Deyu (re-appointment)
	(iv)Mr. Shi Xuerang (re-appointment)
	(v)Mr. Chen Changchun (re-appointment)
	(vi)Mr. Wu Yuxiang (re-appointment)
	(vii)Mr. Wang Xinkun (re-appointment)
	(viii)Mr. Zhang Baocai (re-appointment)
6.	To consider and approve the respective new appointments or re-appointment (as thecase may be) of following persons, upon the retirement of Mr. Cui Jianmin, Mr. WangXiaojun and Mr. Wang Quanxi, as the independent non-executive Directors of thefourth session of the Board for a term of three years which will become effective uponconclusion of the AGM:
	(i)Mr. Pu Hongjiu (re-appointment)
	(ii)Mr. Zhai Xigui (new appointment)
	(iii)Mr. Li Weian (new appointment)
	(iv)Mr. Wang Junyan (new appointment)
7.	To consider and approve the respective new appointments or re-appointment (as thecase may be) of following persons as the non-worker representative supervisors ofthe fourth session of the supervisory committee, which will become effective uponconclusion of the AGM:
	(i)Mr. Song Guo (re-appointment)
	(ii)Mr. Zhou Shoucheng (new appointment)
	(iii)Mr. Zhang Shengdong (re-appointment)
	(iv)Ms. Zhen Ailan (new appointment)

		AS ORDINARY RESOLUTIONS	AS ORDINARY RESOLUTIONS	AS ORDINARY RESOLUTIONS	AS ORDINARY RESOLUTIONS	AS ORDINARY RESOLUTIONS	AS ORDINARY RESOLUTIONS	FOR4	FOR4	AGAINST4	AGAINST4	ABSTAIN4	ABSTAIN4	ABSTAIN4
8.		To determine the remuneration of the directors and Supervisors of the Company forthe year ending 31st December 2008;
9.		To consider and approvDirectors, Supervisors an	e the “Rd Senio	esolution on tr Officers”; and	he Purchase of Liab	ility Insurance fo	r
10.		To consider and approvePublic Accountants Ltd a2008, respectively, andmillion for the annual audauthorize the Board to fix	the apps the Cto appriting anand pa	ointments of Gompany’s interove an aggregd internal contry their other ser	rant Thornton and Snational and PRC auate annual remunerol evaluation auditinvice fees.	hine Wing Certifieditors for the yeaation of RMB6.9g services, and t	dr6o
			AS SPE	CIAL RESOLU	TIONS			FOR4			AGAINST4	ABS	TAIN4
11.		To consider and approve“THAT:(a)the Board be and iallot and deal withto make or grant othe followin terms	the follos herebadditioffers, a:te shalluring thich mint Periof h	wing resolutioy granted an unal H Shares ingreements andnot extend beyhe Relevant Peght require thed;llttd	n:nconditional generalthe share capital ofoptions in respectond the Relevant Priod make or grantexercise of such po	mandate to issuethe Company anthereof, subject teriod save that thoffers, agreementwers after the en	,doesd
		g(i)such manda
		Board mayor options w
		of the Releva(ii)the numberto be allotteshall not excof the this re(iii)the Board wiwith the Coof Securitiesfrom time toSecurities Rauthorities a			greed conditionallyan option or otherer of H Shares in iser under such mandand the Rules Goge of Hong Kong Linecessary approvaand/or other relevan	or unconditionallwise) by the Boarsue as at the datate in accordancverning the Listinmited (as amendels from the Chint PRC governmen	ydeegdat
			o sard (wheteed 20	s aoe orher pursuant to% of the numb
			solutionll only e	; andxercise its pow
			mpany Lon Thetime)egulator	aw of the PRCStock Exchanand only if ally Commission
			re obtai	ned;
			his resos the opany wiKong dmeansion of	lution:verseas-listedth a par valueollars;the period fromthe next annu	foreign invested shof RMB1.00 each, athe passing of this	ares in the sharnd which are helresolution until th	ede
		(b)for the purpose of“H Shares” mean
		capital of the Comand traded in Hong
		“Relevant Period”
		earliest of:(i)the conclusfollowing the(ii)the expiratiresolution; o(iii)the date onvaried by ageneral meet			al general meetingion;eriod following theet out in this resoluhe shareholders of	of the Companpassing of thition is revoked othe Company in	ysra
			passinon ofr	g of this resoluta 12-month p
			which	the authority s
			specialing; an	resolution of td
		(c)contingent on theof this resolution,and do or procurethings as it may c	directorthe Boa	s resolving to ird be and is h	ssue shares pursuaereby authorized todone, all such docunnection with the iermining the time arelevant authoritiesagreement), to detgs and registrationsnd to make such a	nt to paragraph (aapprove, executments, deeds anssue of such newnd place of issueand entering intermine the use owith the relevanmendments to th	)ed ,ofte
			to beonsiderut notry applreemenake alland othtion as	executed andrelevant in colimited to, detications to thet (or any othernecessary filiner authorities, ait thinks fit so
		shares including, b
		making all necessan underwriting ag
		proceeds and to mPRC, Hong Kong
		Articles of Associacapital of the ComCompany under thpursuant to the res			as to reflect the incrhe new share capitnd issue of the shareh (a) of this resolutio	ease in registereal structure of ths of the Compann.”	dey
			pany ae intendolution	nd to reflect ted allotment aunder paragrap

	AS SPECIAL RESOLUTIONS	AS SPECIAL RESOLUTIONS	AS SPECIAL RESOLUTIONS	AS SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
12.	To consider and approve the following resolution:“THAT:(a)subject to paragraphs (b) and (c) below, the Relevant Period (as defined inparagraph 11(b) above) during which the Board may exercise the power of theCompany to repurchase the issued H Shares of the Company on the HongKong Stock Exchange, subject to and in accordance with all applicable laws,rules and regulations and/or requirements of the governmental or regulatorybody of securities in the PRC, the Hong Kong Stock Exchange or of any othergovernmental or regulatory body be and is hereby approved;
	(b)the aggregate nominal value of H Shares of the Company authorised to berepurchased subject to the approval in paragraph (a) above during the RelevantPeriod shall not exceed 10% of the aggregate nominal value of the issued HShares of the Company as at the date of the passing of this resolution
	(c)the approval in paragraph (a) above shall be conditional upon:(i)the passing of a special resolution with the same terms as the resolutionset out in this paragraph (except for this sub-paragraph (c)(i)) at the AGMof the Company to be held on 27 June 2008 and the passing of a specialresolution with the same terms as the resolution set out in this paragraph(except for this sub-paragraph (c)(i)) at a class meeting for the holders ofH Shares and at a class meeting of the holders of Domestic Shares to beconvened for such purpose;(ii)the approval of the relevant PRC regulatory authorities as may berequired by laws, rules and regulations of the PRC being obtained by theCompany if appropriate; and(iii)the Company not being required by any of its creditors to repay or toprovide guarantee in respect of any amount due to any of them (or if theCompany is so required by any of its creditors, the Company having, inits absolute discretion, repaid or provided guarantee in respect of suchamount) pursuant to the notification procedure set out in article 30 of theArticles of Association of the Company;
		Company is so required by any of its creits absolute discretion, repaid or provide	ditors, the Compd guarantee in re	any having, inspect of such
		amount) pursuant to the notification proceArticles of Association of the Company;	dure set out in ar	ticle 30 of the
	(d)	subject to the approval of all relevant PRCrepurchase of such H Shares being granted, the	regulatory authoBoard be hereby a	rities for theuthorised to:
		(i)amend the Articles of Association of the Creduce the registered share capital of thecapital structure of the Company upon the	ompany as it thinCompany and to rrepurchase of H	ks fit so as toeflect the newShares of the
		Company as contemplated in paragraph (a(ii)file the amended Articles of Association of”	) above; andthe Company wit	h the relevant
		governmental authorities of the PRC.
	(e)	Conditional upon:(i)the special resolutions relating to the geadditional H Shares;	neral mandate for	the issue of
		(ii)the special resolution for the grant of ashares at the AGM and;(iii)the special resolutions to be as set out inthe holders of H Shares and class meeti	general mandate tthe notice of clasg for the holder	o repurchases meeting forof Domestic
		Shareholders, respectively, being passed,the aggregate nominal amount of the H Sharesrepurchased by the Company subject to the auunder the secial resolutions ursuant to the AG	of the Companythority of the DireM and the class	which will bectors grantedeetins shall
		p pbe added to the aggregate nominal amount of shor agreed conditionally or unconditionally to be	are capital that mallotted by the di	gay be allottedrectors of the
		Company pursuant to special resolution numbere	d 11 above.”
		)7:			Date:
		e insert the number of shares in the Company to which this forms in the Company registered in your name.ame(s) and address(es) to be inserted inBLOCK LETTERSas sho	of proxy relates. If nown in the register of m	number is inserted,embers of the Com	this form of proxy will be deemed to rpany.
		erson other than the Chairman of the Annual General Meeting isinto the blank space the name(s) and address(es) of the proxy/	to be appointed as prproxies appointed. Ea	oxy, please delete “ch Shareholder is e	the Chairman of the Annual General Mntitled to appoint one or more proxies
		t the meeting. The proxy/proxies need not be (a) Shareholder(s).tion made to this form of proxy must be initialed by the person(s)**rtant:**If you wish to vote for any resolution, tick the box marked	Proxies of a shareholdwho sign(s) it.“FOR”. If you wish to	er who has appointvote against any res	ed more than one proxy may only voteolution, tick the box marked “AGAINS
		stain from a resolution, tick the appropriate box marked “ABSTAIproxy/proxies will also be entitled to vote at his/their discretion oconvening the Annual General Meeting.	N”. Failure to tick a bn any resolution prope	ox will entitle your prly put to the Annua	roxy/proxies to cast your vote at his/thl General Meeting other than those ref
		orm of proxy must be signed by you (or by your attorney duly aumust be under the seal of the legal entity or be signed by its dire	thorized in writing). If yctor (or responsible pe	ou are a legal entitrson) or a duly autho	y such as a company or an organizatiorized attorney.
		valid, this form of proxy, together with the power of attorney otrars Limited not less than 24 hours before the time appointed for	r other documents ofthe holding of the Ann	authorization underual General Meeting	which it is signed, must be deliveredor any adjournment thereof.

Signature(s)7:

Date: 2008

Notes:

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 to 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 a 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(s) and address(es) of the proxy/proxies appointed. Each Shareholder is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy/proxies need not be (a) Shareholder(s). Proxies 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 initialed by the person(s) who sign(s) it.

4. Important: If you wish to vote for any resolution, tick the box marked “ FOR ”. If you wish to vote against any resolution, tick the box marked “ AGAINST ”. If you wish to abstain from a resolution, tick the appropriate box marked “ ABSTAIN ”. Failure to tick a box will entitle your proxy/proxies to cast your vote at his/their discretion. Your proxy/proxies will also be entitled to vote at his/their 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 organization, 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.