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CStone Pharmaceuticals AGM Information 2016

May 20, 2016

50715_rns_2016-05-20_c024c011-956b-400d-b138-368d25b26962.pdf

AGM Information

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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)

Revised Form of Proxy for Use at the Annual General Meeting for the Year Ended 31 December 2015

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

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I/We [(note][2)] , Address [(note][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 [(note][3)] the Chairman of the 2015 annual general meeting of the Company (the “AGM”) or of 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, 3 June 2016. The proxy/proxies will vote on the resolutions listed in the notice of AGM dated 19 April 2016 and the supplemental notice of AGM dated 20 May 2016 as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

RESOLUTIONS FOR (note 4) AGAINST (note 4) ABSTAIN (note 4) ABSTAIN (note 4)
1. Ordinary Resolution: “THAT, to consider and approve the working
report of the Board for the year ended 31 December 2015.”
2. Ordinary Resolution: “THAT, to consider and approve the
working report of the Supervisory Committee for the year
ended 31 December 2015.”
3. Ordinary Resolution: “THAT, to consider and approve the
audited
financial
statements
of
the
Company
and
its
subsidiaries for the year ended 31 December 2015.”
4. Ordinary Resolution: “THAT, to consider and approve the
proposed profit distribution plan of the Company for the year
ended 31 December 2015 and to authorize the Board to
distribute an aggregate cash dividend of RMB49.12 million (tax
inclusive), equivalent to RMB0.01 (tax inclusive) per Share to
the Shareholders.”
5. Ordinary Resolution: “THAT, to consider and approve the
remuneration of the Directors and Supervisors for the year
ending 31 December 2016.”
6. Ordinary Resolution: “THAT, to consider and approve the
renewal of the liability insurance of Directors, Supervisors and
senior officers.”
7. Ordinary Resolution: “THAT, to consider and approve the
re-appointment and remuneration of external auditing firm for
the year 2016.”
8. Ordinary Resolution: “THAT, to consider and approve the
acquisition of 65% Equity Interest in Yankuang Group Finance
and the provision of comprehensive credit facility services to
Yankuang Group and the annual caps under the New Finance
Services Agreement”, details of which are set out in the
announcement of the Company dated 29 March 2016 regarding
the Acquisition and the New Finance Services Agreement”:
8.01 to consider and approve the acquisition of 65% Equity Interest
in Yankuang Group Finance;
8.02 to consider and approve the provision of comprehensive credit
facility services to Yankuang Group and the annual caps under
the New Finance Services Agreement.
9. Ordinary Resolution: “THAT, to consider and approve the
acquisition of the Wanfu Mining Right.”
10. Ordinary Resolution: “THAT, to consider and approve the
proposal to increase capital injection in Zhongyin Financial.”
11. Special
Resolution:
THAT,
to
consider
and
approve
the
reduction in the registered capital of the Company and the
amendments to the Articles of Association.”
12. Special
Resolution:
THAT,
to
consider
and
approve
the
proposal to authorise the Company to carry out domestic and
overseas financing activities.”
RESOLUTIONS FOR (note 4) AGAINST (note 4) ABSTAIN (note 4)
13. Special
Resolution:
THAT,
to
consider
and
approve the
proposal in relation to the plan for issuance of the renewable
corporate bonds and relevant authorization:
13.01 to consider and approve the size and method of the issuance;
13.02 to consider and approve the par value and issue price;
13.03 to consider and approve the coupon rate and its determination
mechanism;
13.04 to
consider
and
approve
the
maturity
period,
method of
principal repayment and interest payment, and other specific
arrangements;
13.05 to consider and approve the use of proceeds;
13.06 to consider and approve investors and the placing arrangement
for Shareholders;
13.07 to consider and approve the guarantee;
13.08 to consider and approve the right of late payment for interests
and restrictions;
13.09 to consider and approve the underwriting;
13.10 to consider and approve the listing arrangement;
13.11 to consider and approve the authorization;
13.12 to consider and approve the validity of the resolution and the
authorization.”
14. Special
Resolution:
THAT,
to
consider
and
approve the
provision of financial guarantees to the Company’s subsidiaries
and granting of authorization to Yancoal Australia and its
subsidiaries to provide guarantees for the daily operation of the
subsidiaries of the Company in Australia.”
15. Special
Resolution:
THAT,
to
consider
and
approve the
proposal regarding the general mandate authorizing the Board
to issue H Shares.”
16. Special
Resolution:
THAT,
to
consider
and
approve the
proposal regarding the general mandate authorizing the Board
to repurchase H Shares.”
17. Ordinary Resolution: “THAT, to consider and approve the
appointments of non-independent Directors”(Note 8):
17.01 to consider and approve the appointment of Li Wei as a
non-independent Director;
17.02 to consider and approve the appointment of Zhao Qingchun as
a non-independent Director;
17.03 to consider and approve the appointment of Guo Dechun as a
non-independent Director.
18. Ordinary Resolution: “THAT, to consider and approve the
appointments of independent Director”(Note 8):
18.01 to consider and approve the appointment of Qi Anbang as an
independent Director.
19. Ordinary
Resolution:
THAT,
to
consider
and
approve the
appointments of non-employee representative Supervisors”(Note 8):
19.01 to consider and approve the appointment of Meng Qingjian as a
non-employee representative Supervisor;
19.02 to consider and approve the appointment of Xue Zhongyong as
a non-employee representative Supervisor.
Si natu re (note 5): Date: 2016

Signature [(note][5)] :

Notes:

  • Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as those defined in the announcements of the Company dated 29 March 2016 and 20 May 2016.

  • Please insert the number of shares in the Company to which this revised form of proxy relates. If no number is inserted, this revised form of proxy will be deemed to relate to all the shares in the Company registered in your name.

  • Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company.

  • If the person other than the Chairman of the AGM is to be appointed as proxy, please delete “the Chairman of the 2015 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 revised form of proxy must be initialled by the person(s) who sign(s) it.

  • “Important: AGAINST If”. youIf youwishwishtotovoteabstainfor fromany votingresolution,on anytickresolution,in the boxtickmarkedin the box“ FOR marked”. If “you ABSTAIN wish to”, andvoteyouragainstvotinganywillresolution,be countedtickin inthethetotalboxnumbermarkedof 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 of the AGM dated 19 April 2016 and the supplemental notice of AGM dated 20 May 2016.

  • This revised 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 revised 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.

  • To be valid, this revised 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 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 AGM or any adjournment thereof.

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

  • Directors/Supervisors of the Company shall be elected through cumulative voting at the AGM. The number of total votes that a shareholder can exercise is decided by the following factors: (i) the number of shares held by such shareholders, and (ii) the number of Directors/Supervisors to be elected. A shareholder may give all his or her votes to one candidate or divide his or her votes among several candidates.