CStone Pharmaceuticals — AGM Information 2019

Apr 26, 2019

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 (“New Proxy Form”) for Use at the Annual General Meeting for the Year Ended 31 December 2018 to be held on Friday, 24 May 2019

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

I/We (note 2) , Address (note 2)

being the registered holder(s) of (note 1) 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 2018 annual general meeting of the Company (the “ AGM ”) or

of

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 at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 8:30 a.m. on Friday, 24 May 2019. The proxy/proxies will vote on the resolutions listed in the notice and the supplementary 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	RESOLUTIONS	FOR (note 4)	AGAINST (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 2018”.
2.	Ordinary Resolution: “THAT, to consider and approve the working report of the supervisory committee for the year ended 31 December 2018”.
3.	Ordinary Resolution: “THAT, to consider and approve the audited financial statements of the Company and its subsidiaries for the year ended 31 December 2018”.
4.	Ordinary Resolution: “THAT, to consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2018 and to authorize the Board to distribute an aggregate cash dividend of RMB2,652.5 million (tax inclusive), equivalent to RMB0.54 (tax inclusive) per share to the Shareholders”.
5.	Ordinary Resolution: “THAT, to consider and approve the remuneration of the Directors and supervisors of the Company for the year ending 31 December 2019”.
6.	Ordinary Resolution: “THAT, to consider and approve the renewal of the liability insurance of the Directors, supervisors and senior officers of the Company”.
7.	Ordinary Resolution: “THAT, to consider and approve the appointment and remuneration of external auditing firm for the year 2019”.
8.	Special Resolution: “THAT, to consider and approve the amendments to the Articles of Association of Yanzhou Coal Mining Company Limited”.
9.	Special Resolution: “THAT, to consider and approve the Proposal in respect of the provision of financial guarantee(s) to the Company’s subsidiaries and the granting of authorization to Yancoal Australia Limited and its subsidiaries to provide guarantee(s) in relation to daily operations to the subsidiaries of the Company in Australia”.
10.	Special Resolution: “THAT, to consider and approve the Proposal to authorize the Company to carry out domestic and overseas financing businesses”.
11.	Special Resolution: “THAT, to consider and approve the Proposal regarding the general mandate authorizing the Board to issue additional H shares”.
12.	Special Resolution: “THAT, to consider and approve the Proposal regarding the general mandate authorizing the Board to repurchase H shares”.
13.	Special Resolution: “THAT, to consider and approve the ‘Proposal in relation to the Plan of Storage Issuance of Corporate Bonds and Related Authorizations’”.
13.01	To consider and approve the size and method of the Issuance;
13.02	To consider and approve the maturity period of the Bonds;
13.03	To consider and approve the par value and the issue price;
13.04	To consider and approve the coupon rate and its determination mechanism;

13.05	To consider and approve the form of the Bonds;
13.06	To consider and approve the method of interest payment and redemption;
13.07	To consider and approve the guarantee;
13.08	To consider and approve the underwriting;
13.09	To consider and approve the target of the Issuance;
13.10	To consider and approve the placing arrangement for Shareholders;
13.11	To consider and approve the listing arrangement;
13.12	To consider and approve the authorization.
14.	Ordinary Resolution: “THAT, to consider and approve the appointment of non-independent Director”. (Note 8)	CUMULATIVE VOTING (Note 8) (Please insert the number of votes)
14.01	to consider and approve the appointment of Mr. Liu Jian as a non-independent Director of the Company.

• The details of the above resolutions are included in the board resolutions announcement of the Company dated 29 March 2019, the supplementary notice of the AGM dated 26 April 2019 and the 2018 annual report of the Company.

Signature (note 5) : Date: ________

Notes:

• Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as defined in the board resolutions announcement of the Company dated 29 March 2019 and the supplementary notice of the AGM dated 26 April 2019.

• Please insert the number of shares in the Company to which this New Proxy Form relates. If no number is inserted, this New Proxy Form 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 2018 annual general meeting of the Company 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 New Proxy Form 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 notices convening the AGM.

• This New Proxy Form 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 New Proxy Form 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 New Proxy Form, 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.

• IMPORTANT : Pursuant to the articles of association of the Company, voting at the general meeting in respect of resolution No. 14.01 in relation to the appointment of director shall be conducted by way of cumulative voting. In respect of these resolutions, you are entitled to a number of votes equivalent to the number of shares held by you multiplying the number of the director candidates. When you fill in the “cumulative voting” space, please fill in accordance with the following instructions:

• (a) In relation to resolution No. 14.01, for every share held by you, you will have the same number of voting rights which equals to the number of director to be elected. For instance, if you are holding 1 million shares and 1 non-independent director will be elected at this general meeitng, the aggregate number of votes which you will have will be 1 million (i.e. 1 million shares x 1=1 million voting shares) for resolution No. 14.01.

• (b) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by you. If you mark “ ✓ ” in the blank against the name of each candidate, it will be deemed to cast your total voting right equally amongst the corresponding candidates.

• (c) Please note that in case there are a number of candidates, you may either cast all your votes to one of the proposed candidates, or cast them equally or diversely to more than one of the proposed candidates. For example, if you are holding 1 million shares, and supposing the number of votes you have regarding the relevant resolutions is 6 million. You may choose to cast every 1 million votes out of the total 6 million votes equally among the 6 candidates or to cast all your votes (6 million) on one candidate; or to cast 3 million votes on candidate A, cast 2 million votes on candidate B, and cast 1 million votes on candidate C, etc.

• (d) In case there are a number of candidates, the total number of your votes cast on these numbers of non-independent director candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

• (e) Please especially note that in case there are a number of candidates, when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, and supposing the total number of your votes which may be cast on the relevant resolutions is 6 million: (i) if you fill in the “cumulative voting” space under a particular candidate director with “6 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate director(s) with any number of shares (other than 0), all your votes on the relevant resolutions will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “3 million shares”, under candidate B with “1 million shares” and under candidate C with “1 million shares”, the 5 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (f) Where the votes cast for a particular candidate for director are more than half of the total number of shares with voting power held by all shareholders attending (before cumulating), such candidate shall be elected as the director.

• A Shareholder who has not yet lodged the form of proxy for the AGM dated 8 April 2019 (the “ Old Proxy Form ”) with Hong Kong Registrars Limited is requested to lodge the New Proxy Form if he or she wishes to appoint proxies to attend the AGM on his or her behalf. In this case, the Old Proxy Form should not be lodged with Hong Kong Registrars Limited. A Shareholder who has already lodged the Old Proxy Form with Hong Kong Registrars Limited should note that:

• (i) If no New Proxy Form is lodged with Hong Kong Registrars Limited, the Old Proxy Form will be treated as a valid form of proxy lodged by him or her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the notice of AGM dated 8 April 2019 and the Old Proxy Form, including the additional proposed resolution as set out in the supplementary notice of AGM.

• (ii) If the New Proxy Form is lodged with Hong Kong Registrars Limited before 8:30 a.m. on 23 May 2019, the New Proxy Form will revoke and supersede the Old Proxy Form previously lodged by him or her. The New Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

• (iii) If the New Proxy Form is lodged with Hong Kong Registrars Limited after 8:30 a.m. on 23 May 2019, the New Proxy Form will be invalid. It will not revoke the Old Proxy Form previously lodged by the Shareholder. The Old Proxy Form will be treated as a valid form of proxy lodged by him or her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the notice of AGM dated 8 April 2019 and the Old Proxy Form, including the additional proposed resolution as set out in the supplementary notice of AGM.

Shareholders are reminded that completion and delivery of the Old Proxy Form and/or the New Proxy Form will not preclude Shareholders from attending and voting in person at the AGM or at any adjourned meeting(s) should they so wish.