CStone Pharmaceuticals — AGM Information 2010

Apr 23, 2010

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 31 December 2009

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 the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 8:30 a.m. on 25 June 2010. 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	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 2009;
	2.	To consider and approve the working report of the supervisory		committee of the Company
		for the year ended 31 December 2009;
	3.	To consider and approve the audited financial statements	of the Company as at and for
		the year ended 31 December 2009;
	4.	To consider and approve the proposed profit distribution plan of the Company			for the year
		ended 31 December 2009, and to authorise the Board to distribute an aggregate cash
		dividend of RMB1,229.6 million (tax inclusive), equivalent to RMB0.25 (tax inclusive)
		per share to the shareholders of the Company;
	5.	To consider and approve the remuneration of the directors and supervisors of the
		Company for the year ending 31 December 2010;
	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 for the year
		2010, respectively, until the conclusion of the next annual general meeting, and to
		determine their remuneration arrangements;
	7.	To consider and approve the Proposal regarding purchase of		liability insurance for the
		directors, supervisors and senior officers of the Company;
		AS SPECIAL RESOLUTIONS
	8.	To consider and approve the “Proposal regarding the expansion of the business scope of
		Yanzhou Coal Mining Company Limited and amendments to the Articles of Association of
		the Company”;
	9.	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 % 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 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 purpose of this resolution:
		“H Shares” means the overseas-listed foreign invested shares in the share capital of
		the Company with a par value of RMB1.00 each, and which are held 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;
		(ii) the expiration of a 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
		(c)	contingent on the directors resolving to issue shares pursuant to paragraph (a) of
			this resolution, the Board be and is hereby authorized to approve, execute and do or
			procure to be executed and done, all such documents, deeds and things as it may
			consider relevant in connection with the issue of such new shares including, but not
			limited to, 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 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.”
	10.	To	consider and approve the following resolution:
		“THAT:
		(a)	subject to paragraphs (b) and (c) below, the Relevant Period (as defined in
			paragraph (e) below) during which the Board may exercise the power of the
			Company to repurchase the issued H shares of the Company on the Hong Kong
			Stock Exchange, subject to and in accordance with all applicable laws, rules and
			regulations and/or requirements of the governmental or regulatory body of securities
			in the PRC, the Hong Kong Stock Exchange or of any other governmental or
			regulatory body be and is hereby approved;
		(b)	the aggregate nominal value of H Shares of the Company authorised to be
			repurchased subject to the approval in paragraph (a) above during the Relevant
			Period shall not exceed 10% of the aggregate nominal value of the issued H Shares
			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 resolution set
			out in this paragraph (except for this sub-paragraph (c)(i)) at a class meeting
			for the holders of Domestic Shares of the Company to be held on 25 June
			2010 (or on such adjourned date as may be applicable); and the class
			meeting for the holders of H Shares to be held on 25 June 2010 (or on such
			adjourned date as may be applicable) for such purpose;
			(ii) the approval of the relevant PRC regulatory authorities as may be required
			by laws, rules and regulations of the PRC being obtained by the Company if
			appropriate; and
			(iii) the Company not being required by any of its creditors to repay or to
			provide guarantee in respect of any amount due to any of them (or if the
			Company is so required by any of its creditors, the Company having, in its
			absolute discretion, repaid or provided guarantee in respect of such amount)
			pursuant to the notification procedure set out in article 30 of the Articles of
			Association;
		(d)	subject to the approval of all relevant PRC regulatory authorities for the repurchase
			of such H Shares being granted, the Board be hereby authorised to:
			(i) amend the Articles of Association as it thinks fit so as to reduce the
			registered share capital of the Company and to reflect the new capital
			structure of the Company upon the repurchase of H shares of the Company
			as contemplated in paragraph (a) above; and
			(ii) file the amended Articles of Association with the relevant governmental
			authorities of the PRC;
		(e)	for the purpose of this special resolution, “Relevant Period” means the period from
			the passing of this special resolution until whichever is the earlier of:
			(i) the conclusion of the next annual general meeting following the passing of
			this special resolution;
			(ii) the expiration of a 12-month period following the passing of this special
			resolution; or
			(iii) the date on which the authority set out in this special resolution is revoked
			or varied by a special resolution of the shareholders of the Company in any
			general meeting or by a special resolution of holders of H shares or holders
			of domestic shares of the Company at their respective class meetings.”

Signature[7] :

Date: 2010

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. wish Important: to abstainIf youfromwishanytoresolution,vote for anytickresolution,in the box tickmarkedin the“ ABSTAIN box marked”. Failure“ FOR ”.toIftickyouthewishboxtowillvoteentitleagainstyouranyproxyresolution,to casttickyourinvotethe atboxhismarkeddiscretion.“ AGAINST Your proxy”. If willyou 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.