CStone Pharmaceuticals — AGM Information 2019

Apr 26, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

SUPPLEMENTARY NOTICE OF 2018 ANNUAL GENERAL MEETING

Reference is made to the notice of 2018 annual general meeting (the “ AGM ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) dated 8 April 2019 (the “ Initial Notice ”), by which the Company convenes the AGM of the Company to be held at 8:30 a.m. on Friday, 24 May 2019 at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thought fit, passing the original resolutions as stated in the Initial Notice (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the announcement in relation to the resolutions passed at the board of directors dated 29 March 2019 (the “ Announcement ”)). The details of the original resolutions are included in the Announcement.

Recently, the board of directors of the Company (the “ Board ”) received from its controlling shareholder, Yankuang Group Company Limited* ( 兗礦集團有限公司 ) (holding directly and indirectly approximately 51.81% of the total issued share capital of the Company), a letter requesting the addition of a certain resolution (as set out below) for consideration and approval by the shareholders of the Company. The Board has resolved that the additional resolution (specified as special resolution No. 13 below) shall be tabled before the AGM for shareholders’ approval.

SUPPLEMENTARY NOTICE IS HEREBY GIVEN that the AGM will be held at 8:30 a.m. on 24 May 2019 at the headquarters of the Company, 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC for the purpose of considering and, if thought fit, passing the following special resolution of the Company in addition to the resolutions as set out in the Initial Notice (the Company will send a circular which includes (among other things) the details of the additional special resolution to the shareholders of the Company as soon as practicable):

AS ADDITIONAL SPECIAL RESOLUTION

• (13) Special Resolution: “ THAT , to consider and approve the ‘Proposal in relation to the Plan of Storage Issuance (the “ Issuance ”) of Corporate Bonds (the “ Bonds ”) and Related Authorizations’:

• (13.01) To consider and approve the size and method of the Issuance;

The size of the Bonds to be issued will not be more than RMB20 billion (inclusive) and the Bonds can be issued in tranches.

• (13.02) To consider and approve the maturity period of the Bonds;

The maturity period of the Bonds will not be more than 15 years (inclusive). The Bonds may comprise subcategories with a single maturity period or multiple maturity periods. The Company shall determine the composition of specific maturity periods and the size of the Bonds based on the capital demands of the Company and market conditions at the time of Issuance.

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• (13.03) To consider and approve the par value and the issue price;

The par value of the Bonds is RMB100.0, which is also the issue price.

• (13.04) To consider and approve the coupon rate and its determination mechanism;

The coupon rate shall be a fixed rate and calculated on an annual basis without accruing compound interests.

• (13.05) To consider and approve the form of the Bonds;

The Bonds are real-name account corporate bonds. The Bonds subscribed by investors shall be trusted and lodged with the trust accounts set up by the relevant bond registration authorities. Upon the completion of the Issuance, the holders of the Bonds can transfer, pledge or otherwise deal with the Bonds pursuant to the relevant regulations of the supervising authorities.

• (13.06) To consider and approve the method of interest payment and redemption;

The payment of principal and interests of the Bonds shall be made based on the list of bondholders issued in accordance with the relevant regulations of the bond registration authorities. The interests will be distributed annually and fully redeemed upon maturity, and the last interest payment will be distributed together with the redemption of principal. The interests of the year will not accrue compound interests since the date of the interest payment, and the principal will not accrue interests since the date of the redemption of principal.

• (13.07) To consider and approve the guarantee;

The Bonds do not have any guarantee arrangement.

• (13.08) To consider and approve the underwriting;

The unsubscribed portion of the Bonds shall be underwritten by the underwriter syndicate formed by the lead underwriter.

• (13.09) To consider and approve the target of the Issuance;

The target of the Issuance are the qualified investors pursuant to the Administrative Measures for the Issuance and Trading of Corporate Bonds and other relevant laws and regulations.

• (13.10) To consider and approve the placing arrangement for Shareholders;

The Bonds will be publicly issued to the qualified investors and will not be offered, by way of preferential placing, to the Shareholders.

• (13.11) To consider and approve the listing arrangement

The listing arrangement of the Bonds shall be decided upon the completion of the Issuance taking into consideration the actual situation of the Company, the method of issuance and the market conditions.

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• (13.12) To consider and approve the authorization.

In order to effectively coordinate the specific matters in the Issuance, a resolution will be proposed at the general meeting to grant a general and unconditional mandate to authorize the Board and the Board to authorize the chairman of the Board (or his authorized representatives) to deal with, as its/ their sole discretion, all matters in connection with the Issuance in accordance with relevant laws and regulations and the opinions and suggestions of supervising authorities under the framework and principle considered and approved at the general meeting in order to maximize the interests of the Company, including but not limited to:

• (A) To formulate and adjust the detailed plans and terms, including but not limited to all matters in connection with the Issuance, such as the types of the Bonds, the size of the Issuance, the method of the Issuance, the quantity of the Issuance, the maturity periods, par value, issue price, the interest rate of the Bonds or its determination methods, safeguard mechanism for repayment (including but not limited to not distributing profit to the Shareholders), Issuance arrangements (including but not limited to tranches and quantity), Issuance date, rating arrangements, guarantees, underwriting arrangements, specific subscription methods, specific placing arrangements, interest rate adjustment clauses or redemption provisions (if applicable), put provisions (if applicable), payment orders, method of repayment of principal and interests, use of proceeds and listing of the Bonds in accordance with the laws and regulations of the state, relevant regulations of securities supervision departments, the resolutions of the Company’s general meeting and the specific situation of the Company as well as the bond market;

• (B) To decide the engagement of intermediaries to deal with the reporting matters of the Issuance as well as the matters of listing and repayment of principal and interests of the Bonds after completion of the Issuance, including but not limited to authorizing, executing, performing, amending and completing all necessary documents, contracts, agreements and covenants (including but not limited to underwriting agreements, bond trustee management agreements, listing agreements and other legal documents, etc.) and disclosing relevant information in accordance with laws, regulations and listing rules of the places where the securities of the Company are listed (including but not limited to the preliminary and final debt financing instruments issuance memorandum, all announcements and circulars related to the Company’s domestic debt financing instrument issuance, etc.);

• (C) To select the bond trustee manager(s) for the issuance of the Bonds, sign the trustee management agreement(s) and formulate rules of bondholders meeting;

• (D) To undertake all applications and filings as well as listing matters (if applicable) in connection with the Issuance, including but not limited to preparing, amending and submitting relevant application materials for the issuance and listing of the domestic debt financing instruments of the Company, as well as signing the relevant application documents and other legal documents according to the requirements of relevant regulatory authorities;

• (E) To authorize the Board and the Board to authorize the chairman of the Board (or his authorized representatives) to make relevant adjustments to matters relating to the Issuance according to the advice of regulatory authorities and changes in policies or the changes in market conditions, or determine whether to proceed with all or any part of the Issuance in accordance with the actual conditions, save as matters that require re-approval at the general meeting pursuant to the relevant laws, regulations and the Articles of Association;

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• (F) Subject to approval of the above authorisation at the general meeting, the Board and the chairman of the Board with the authorization from the Board (or his authorized representatives), which is to be authorized by the Shareholders, shall deal with other matters in relation to the Issuance which are not mentioned above; and

• (G) The above authorization shall be valid for 12 months from the date of passing of the relevant resolutions at the AGM. In the event that the Company has obtained the approval, permit, filing or registration of the Issuance (if applicable) from regulatory authorities during the validity period of such authorization, the Company may complete the Issuance or part of the Issuance within the validity period of such approval, permit, filing or registration (if applicable). As to the matters relating to the Issuance or part of the Issuance, the valid period of the authorization above will be extended to the date on which the Issuance or part of the Issuance is completed.”

By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman

Zoucheng, Shandong, the PRC 26 April 2019

As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Wu Yuxiang, Mr. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent nonexecutive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.

• For identification purposes only.

Notes:

1. Please refer to the notice of the AGM dated 8 April 2019 for matters such as eligibility for attending the AGM, appointment of proxy, closure of register of members and the Company’s correspondence address.

2. Since the form of proxy for the AGM which was despatched on 8 April 2019 (the “ Old Proxy Form ”) does not contain the newlyadded resolution No. 13 to be approved at the AGM as set out in this supplementary notice, a revised form of proxy for the AGM (the “ New Proxy Form ”) has been prepared and is enclosed with this supplementary notice of AGM.

Whether or not you are able to attend the AGM, you are reminded to complete the New Proxy Form in accordance with the instructions printed thereon and send the New Proxy Form 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 Shareholder who has not yet lodged 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 the AGM dated 8 April 2019 and the Old Proxy Form, including the additional proposed resolutions as set out in this supplementary notice of the 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 the AGM dated 8 April 2019 and the Old Proxy Form, including the additional proposed resolutions as set out in this 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.

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