CStone Pharmaceuticals — AGM Information 2009

Apr 24, 2009

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 ended 31st December 2008

The Number of Shares Represented by the Proxy Form[1] I/We[2] , of[2] : , being the registered holder(s) of H shares of RMB 1.00 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 on my/our behalf at the Annual General Meeting of the Company (and/or at any adjournment thereof) to be held at 8:30 a.m. on Friday, 26 June 2009 at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China. 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
			2008;
		2.	To consider and approve the working report of the supervisory
			committee of the Company for the year ended 31 December 2008;
		3.	To consider and approve the audited financial statements of the
			Company as at and for the year ended 31 December 2008;
		4.	To consider and approve the proposed profit distribution plan of the
			Company for the year ended 31 December 2008;
		5.	To determine the remuneration of the directors and supervisors of
			the Company for the year ending 31 December 2009;
		6.	To consider and approve the re-appointment of Grant Thornton and
			Shine Wing Certified Public Accountants Ltd as the Company’s
			international and PRC auditors, respectively, until the conclusion of
			the next annual general meeting, and to determine their remuneration
			arrangements;
		7.	To consider and approve the proposal to renew liability insurance
			for directors, supervisors and senior officers of the Company;
		8.	To consider and approve the proposal regarding the use of electronic
			means to provide corporate communications to the holders of H
			shares of the Company;
			AS SPECIAL RESOLUTIONS
		9.	Amend Article 2, Article 30, Article 85, Article 86, Article 87,
			Article 145, Article 238, Article 239, Article 247, Article 249,
			Article271,Article286andArticle295oftheArticlesof
			Associations and to authorize the any one of the directors to make
			further adjustments at his discretion with reference to requirements
			of the relevant authorities and to seek approval and make the
			relevant filing with the relevant authorities at the appropriate time.
			Details of the amendments are set out in the circular of the
			Company dated 24 April 2009;

1. To consider and approve the mandate on authorising the Board to issue H Shares of the Company, details of which are more particularly described in the Notice of 2008 Annual General Meeting and the Company’s circular dated 24 April 2009; and

2. To consider and approve the mandate on authorising the Board to repurchase H Shares of the Company, details of which are more particularly described in the Notice of 2008 Annual General Meeting and the Company’s circular dated 24 April 2009.

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Signature[7] : Date: 2009

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 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 any resolution, tick in the 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 at Room No. 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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.