CStone Pharmaceuticals — AGM Information 2015

Mar 27, 2015

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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)

(Stock Code: 1171)

Form of Proxy for Use at the Annual General Meeting for the Year Ended 31 December 201 4

The Number of Shares Represented by the Proxy Form [(note 1)]

I/We [(note2)] ,__________________________________________________________________________ Address [(note2)] ___________________________________________________________________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 [(note 3)] the Chairman of the 2014 annual general meeting of the Company (the “AGM”)of or _________________________________________as

___________________________________________________________________________ as my/our proxy/proxies to attend on my/our behalf at the AGM (and/or at any adjournment thereof) to be held at the headquarters of the Company, 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 9:00 a.m. on Friday, 22 May 2015. The proxy/proxies will vote on the resolutions listed in the Notice of AGM as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

		FOR(note 4)	AGAINST(note4)	ABSTAIN(note4)
AS ORDINARY RESOLUTION
1	To consider and approve the working reportof the Board for the year ended 31December 2014, details of which are set outin the section headed “Board of Directors’Report” in the 2014 annual report of theCompany;
2	To consider and approve the working reportof the Supervisory Committee for theyear ended 31 December 2014, details ofwhich are set out in the notice of 2014annualgeneral meeting;
3	To consider and approve the auditedfinancial statements of the Company and itssubsidiariesfortheyearended31December 2014, details of which are set outin the 2014 annual report of theCompany;
4	To consider and approve the proposedprofit distribution plan of the Company forthe year ended 31 December 2014 and toauthorize the Board to distribute an

	aggregate cash dividend of RMB98.368million (tax inclusive), equivalent toRMB0.02 (tax inclusive) per Share to theShareholders;
5	To consider and approve the remunerationof the Directors and Supervisors for theyear ending 31 December 2015, details ofwhich are set out in the announcementof the Company dated 27 March 2015regarding the resolutions passed at theseventh meeting of the sixth session of theBoard;
6	To consider and approve the “Proposal inrelation to the renewal of the liabilityinsurance of Directors, Supervisors andsenior officers”;
7	To consider and approve the “Proposal inrelation to the re-appointment andremuneration of external auditing firm fortheyear 2015”;
AS SPECIAL RESOLUTION
8	To consider and approve the “Proposal inrelation to the amendments to the Articlesof Association”, details of which are set outin the circular of the Company to bedespatched on 2 April 2015;
9	To consider and approve the “Proposal toauthorise the Company to carry outdomestic and overseas financingactivities”;
10	To consider and approve the “Proposal inrelation to the provision of financialguarantees to the Company’s subsidiariesand granting of authorization to YancoalAustralia and its subsidiaries to provideguarantees for the daily operation of thesubsidiaries of the Companyin Australia”;
11	To consider and approve the “Proposalregarding the general mandate authorizingthe Board to issue H Shares”;and
12	To consider and approve the “Proposalregarding the general mandate authorizingthe Board to repurchase H Shares”.

Signature [(note 5)] : ____________________ Date: ____________________2015

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 AGM is to be appointed as proxy, please delete “the Chairman of the 2014 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 voting on any resolution, tick in the box marked “ ABSTAIN ”, and your voting will be counted in the total number of votes cast in that resolution for the purpose of calculating the result of that resolution. 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 AGM other than those referred to in the notice convening the AGM.

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 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof.

7. A proxy attending the AGM must present his proof of identity.