CStone Pharmaceuticals — AGM Information 2019

Apr 8, 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)

NOTICE OF 2018 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 annual general meeting (the “ AGM ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) will 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 following resolutions of the Company (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 following resolutions are included in the Announcement:

• (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”, details of which are set out in note 4.

• (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”, details of which are set out in the 2018 annual report of the Company.

• (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”.

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• (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: to consider and approve the Proposal regarding the general mandate authorizing the Board to issue additional H shares.

“ THAT ,

• (a) the Board be and is hereby granted an unconditional general mandate to issue, allot and deal with additional H shares in the share capital of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following terms:

• (i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the expiration of the Relevant Period;

• (ii) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed 20% of the aggregate nominal value of H shares in issue as at the date of passing this resolution; and

• (iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

• (b) for the purpose of this resolution:

• “ Relevant Period ” means the period from the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (ii) the expiration of a 12-month period following the passing of this resolution; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and

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• (c) contingent on the Directors resolving to issue shares pursuant to paragraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares, including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the Articles of Association of the Company (the “ Articles of Association ”) as it thinks fit so as to reflect the increase in registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (a) of this resolution.”

• (12) Special Resolution: to consider and approve the Proposal regarding the general mandate authorizing the Board to repurchase H shares:

“ THAT ,

• (a) subject to paragraphs (b) and (c) below, the Relevant Period (as defined in paragraph (e) below) during which the Board may exercise the power of the Company to repurchase the issued H shares on The Stock Exchange of Hong Kong Limited, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, The Stock Exchange of Hong Kong Limited or of any other governmental or regulatory body be and is hereby approved;

• (b) the aggregate number of H shares authorized to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H shares in issue of the Company as at the date of the passing of this resolution;

• (c) the approval in paragraph (a) above shall be conditional upon:

• (i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at a class meeting for the holders of A shares to be held on 24 May 2019 (or on such adjourned date as may be applicable) and the class meeting for holders of H shares to be held on 24 May 2019 (or on such adjourned date as may be applicable) for such purpose;

• (ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

• (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the relevant provisions in relation to reduction of share capital in the Articles of Association;

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• (d) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H shares being granted, the Board be hereby authorized to:

  • (i) amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H shares as contemplated in paragraph (a) above; and

  • (ii) file the amended Articles of Association with the relevant governmental authorities of the PRC.

• (e) for the purpose of this special resolution, “ Relevant Period ” means the period starting from the passing of this special resolution and ending at the earlier of the following:

  • (i) the conclusion of the next annual general meeting following the passing of this special resolution;

  • (ii) the expiration of a 12-month period following the passing of this special resolution; or

  • (iii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of holders of H shares or holders of A shares at their respective class meetings.”

• (13) Ordinary Resolution: to consider and approve the appointment of non-independent Director, Note 5 details of which are set out in the announcement in relation to the proposed change of Director of the Company dated 29 March 2019.

“ THAT ,

• (13.01) to consider and approve the appointment of Mr. Liu Jian as a non-independent Director of the Company.”

By order of the Board

Yanzhou Coal Mining Company Limited Li Xiyong Chairman

Zoucheng, Shandong, the PRC 8 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.

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Notes:

1. Eligibility for attending the AGM

Holders of the Company’s overseas listed foreign invested shares (in the form of H shares) whose names appear on the Company’s register of members of H shares which is maintained by Hong Kong Registrars Limited at the close of business on Tuesday, 23 April 2019 are entitled to attend the AGM after completing the registration procedures for attending the AGM. Holders of H shares, who intend to attend the AGM, must deliver the completed reply slips for attending the AGM to the Office of the Secretary to the Board no later than Friday, 3 May 2019. Shareholders can deliver the necessary documents for registration to the Company in person, by post or by facsimile. Further details of the requirements of the instrument appointing the proxies are set out in note 2 below.

2. Proxy

Each holder of H Shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the AGM. The proxies of a Shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized. For holders of H Shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Hong Kong Registrars Limited (17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) no less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof in order for such documents to be valid.

3. Closure of register of members

The H Share register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to attend the AGM, from Wednesday, 24 April 2019 to Friday, 24 May 2019 (both days inclusive), during which period no transfer of the Company’s H Shares will be registered. In order to attend the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share Registrar, Hong Kong Registrars Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 23 April 2019 for registration. H Shareholders whose names appear on the H Share register of members of the Company maintained by Hong Kong Registrars Limited on or before the above date will be eligible to attend the AGM.

To determine the identity of the Shareholders entitled to receive the final dividend, the Company’s H Share register of members will be closed from Wednesday, 5 June 2019 to Monday, 10 June 2019 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to the final dividend, H Shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant Share certificates with the H Share Registrar of the Company, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 4 June 2019.

4. The supervisory committee of the Company held 7 meetings in 2018, details of which are as follows:

• (1) the fifth meeting of the seventh session of the supervisory committee was held on 23 March 2018. The “Annual Report for the Year of 2017 of Yanzhou Coal Mining Company Limited”, the “Working Report of the Supervisory Committee for the Year of 2017 of Yanzhou Coal Mining Company Limited”, the “Audited Financial Statements for the Year of 2017 of Yanzhou Coal Mining Company Limited”, the “Profit Distribution Plan for the Year of 2017 of Yanzhou Coal Mining Company Limited”, the “Internal Control Evaluation Report for the Year of 2017 of Yanzhou Coal Mining Company Limited”, the “2017 Social Responsibility Report of Yanzhou Coal Mining Company Limited”, the “Evaluation Opinion on Implementation of Registration Management System for the Insiders of the Company for the Year 2017”, the “Proposal in relation to the confirmation of the continuing related party transactions of Yanzhou Coal Mining Company Limited for the year of 2017”, and the “Proposal in relation to the discussion and consideration of provision for impairment for assets” were considered and approved at the meeting.

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• (2) the sixth meeting of the seventh session of the supervisory committee was held on 24 April 2018. The “Proposal in relation to the Reduction of the Proceeds Scale of Non-public Issuance of A Shares, i.e. the Adjustment Plan for the Issuance”, the “Proposal in relation to the Plan of the 2017 Non-public Issuance of A Shares of Yanzhou Coal Mining Company Limited (Fourth Amendment)”, “Proposal in relation to the Feasibility Analysis Report of Implementing the Use of Proceeds of the 2017 Non-public Issuance of RMB Ordinary Shares of Yanzhou Coal Mining Company Limited (Fourth Amendment)”, “Proposal in relation to the Dilution of Immediate Return and Return Recovery Measures upon the 2017 Non-public Issuance of Shares of Yanzhou Coal Mining Company Limited (Second Amendment)”; “Proposal in relation to the 2017 Audit Report of Coal & Allied Industries Limited”, “Proposal in relation to the Review Report of the Pro Forma Consolidated Financial Statements of Yanzhou Coal Mining Company Limited for 2017” and “Proposal in relation to the Audit Report of Yanzhou Coal Mining Company Limited for the period from 1 January 2015 to 31 December 2017” were considered and approved at the meeting.

• (3) the seventh meeting of the seventh session of the supervisory committee was held on 27 April 2018. The “First Quarterly Report for the Year 2018 of Yanzhou Coal Mining Company Limited” was considered and approved at the meeting.

• (4) the eighth meeting of the seventh session of the supervisory committee was held on 29 June 2018. The “Proposal in relation to submission to the general meetings to extend the validity period of the resolution of the non-public issuance of shares of the Company” and “Proposal in relation to submission to the general meetings to extend the validity period of the authorization to the Board to deal with matters relating to the non-public issuance of shares at its discretion” were considered and approved at the meeting.

• (5) the ninth meeting of the seventh session of the supervisory committee was held on 24 August 2018. The “2018 Interim Report of Yanzhou Coal Mining Company Limited” and “Proposal in relation to the discussion and consideration of impairment of assets provision and write-off of the impairment of assets provision” were considered and approved at the meeting.

• (6) the tenth meeting of the seventh session of the supervisory committee was held on 26 October 2018. The “Third Quarterly Report for the Year 2018 of Yanzhou Coal Mining Company Limited” was considered and approved at the meeting.

• (7) the eleventh meeting of the seventh session of the supervisory committee was held on 27 December 2018. The “Proposal in relation to the amendments to the Rules of Procedure for Supervisory Committee of Yanzhou Coal Mining Company Limited”, “Proposal in relation to discussion and consideration of the ‘2018 A Share Option Scheme (Draft) of Yanzhou Coal Mining Company Limited’ and its abstract”, “Proposal in relation to discussion and consideration of the ‘Implementation, Assessment and Management Methods in Relation to the 2018 A Share Option Scheme of Yanzhou Coal Mining Company Limited” and “Proposal in relation to Verification of the ‘List of Participants Under 2018 A Share Option Scheme of Yanzhou Coal Mining Company Limited’” were considered and approved at the meeting.

The supervisory committee of the Company had no disagreement on the matters under supervision during the year of 2018.

5. Cumulative voting

Directors 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 to be elected. A shareholder may give all his or her votes to one candidate or divide his or her votes among several candidates. For further details regarding the cumulative voting, please refer to the notes in the form of proxy for use at the AGM.

6. Miscellaneous

• (1) The AGM is expected to last a day. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.

• (2) All voting at the AGM will be conducted by onsite or online poll.

• (3) Details of the Office of the Secretary to the Board are as follows:

298 South Fushan Road Zoucheng Shandong Province 273500 PRC Tel: 86-537-5382319 Fax: 86-537-5383311

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