CStone Pharmaceuticals — AGM Information 2016

Apr 18, 2016

JOBNAME: 16041093 PAGE: 1 SESS: 12 OUTPUT: Fri Apr 15 13:44:28 2016 Mark Trace: > 002 (Fri Apr 15 13:43:40 2016)

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 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 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)	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.”

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JOBNAME: 16041093 PAGE: 2 SESS: 13 OUTPUT: Fri Apr 15 13:44:28 2016 Mark ~~Trace: > 002 (Fri Apr 15 13:43:40 2016)~~

	Mark	~~Trace: ~~	~~> 002 (Fri Apr 15 13:43:40 2016)~~	~~> 002 (Fri Apr 15 13:43:40 2016)~~
			RESOLUTIONS						FOR (note 4)		AGAINST (note 4)	ABSTAIN (note 4)
		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.”
		13.	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.”
		14.	Special Resolution: “THAT, to consider		and	approve		the
			proposal regarding the general mandate authorizing the Board
			to issue H Shares.”
		15.	Special Resolution: “THAT, to consider		and	approve		the
			proposal regarding the general mandate authorizing the Board
			to repurchase H Shares.”
		16.	Ordinary Resolution: “THAT, to consider		and	approve		the
			appointments of non-independent Directors”(Note 8):
		16.01	to consider and approve the appointment		of Li Wei as a
			non-independent Director;
		16.02	to consider and approve the appointment of		Zhao	Qingchun		as
			a non-independent Director;
		16.03	to consider and approve the appointment of		Guo	Dechun as a
			non-independent Director.
		17.	Ordinary Resolution: “THAT, to consider		and	approve		the
			appointments of independent Director”(Note 8):
		17.01	to consider and approve the appointment of		Qi Anbang as			an
			independent Director.
		18.	Ordinary Resolution: “THAT, to consider		and	approve		the
			appointments of non-employee representative Supervisors”(Note
			8):
		18.01	to consider and approve the	appointment of Meng		Qingjian as a
			non-employee representative Supervisor;
		18.02	to consider and approvethe	appointment of Xue Zhongyong				as
			a non-employee representative Supervisor.

Signature [(note][5)] :

Date: 2016

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.

• 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.

• 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 form of proxy must be initialled by the person(s) who sign(s) it.

• 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.

• 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.

• 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.

• 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.

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