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CStone Pharmaceuticals AGM Information 2022

May 31, 2022

50715_rns_2022-05-31_8e0c51f5-d9be-4f24-8e73-c3d67cc68e2f.pdf

AGM Information

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兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED*

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 01171)

Form of Proxy for Use at the Annual General Meeting for the Year Ended 31 December 2021 to be held on Thursday, 30 June 2022

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 RMB1.00 each in the capital of Yankuang Energy Group Company Limited (the “ Company ”), HEREBY APPOINT [(note][3)] the Chairman of the 2021 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 949 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 9:00 a.m. on Thursday, 30 June 2022. 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) 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 2021”.
2. Ordinary Resolution: “THAT, to consider and approve the working report
of the supervisory committee for the year ended 31 December 2021”.
3. Ordinary
Resolution:
THAT,
to
consider
and
approve
the
audited
financial statements of the Company and its subsidiaries for the year
ended 31 December 2021”.
4. Ordinary Resolution: “THAT, to consider and approve the proposed profit
distribution plan of the Company for the year ended 31 December 2021
and to authorize the Board to distribute a cash dividend of RMB1.60 (tax
inclusive) per share for the year 2021 and a special cash dividend of
RMB0.40 (tax inclusive) per share to the Shareholders based on the
number of shares on the dividend distribution record date”.
5. Ordinary Resolution: “THAT, to consider and approve the remuneration
of the Directors and supervisors of the Company for the year ending 31
December 2022 “.
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 2022”.
8. Ordinary Resolution: “THAT, to consider and approve the entering into of
the
2023
Financial
Services
Agreement
between
Yankuang
Finance
Company and Shandong Energy and to approve the discloseable and
continuing
connected
transactions
contemplated
thereunder
and
their
annual caps”.
9. Ordinary Resolution: “THAT, to consider and approve the respective
revised annual caps in respect of the transactions contemplated under each
of the following agreements with Shandong Energy Group Company
Limited”.
9.01 To
approve
the
revised
annual
caps
in
respect
of
the
transactions
contemplated under the Provision of Material Supply Agreement for the
two years ending 31 December 2023;
9.02 To
approve
the
revised
annual
caps
in
respect
of
the
transactions
contemplated
under
the
Provision
of
Products,
Materials
and Asset
Leasing Agreement for the two years ending 31 December 2023; and
9.03 To
approve
the
revised
annual
caps
in
respect
of
the
transactions
contemplated under the Bulk Commodities Sale and Purchase Agreement
for the two years ending 31 December 2023.”
RESOLUTIONS FOR(note 4) FOR(note 4) AGAINST(note 4) AGAINST(note 4) AGAINST(note 4) ABSTAIN(note 4) ABSTAIN(note 4)
10. Special Resolution: “THAT, to consider and approve the Proposal in
respect of the provision of financial guarantee(s) to the Company’s
controlled
subsidiaries
and
invested
companies
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”.
11. Special Resolution: “THAT, to consider and approve the Proposal to
authorize the Company to carry out domestic and overseas financing
businesses”.
12. Special Resolution: “THAT, to consider and approve the amendments to
the Articles of Association of Yankuang Energy Group Company Limited*
and Relevant Rules of Procedure”.
13. Special
Resolution:
THAT,
to
consider
and
approve
the
Proposal
regarding the general mandate authorizing the Board to issue additional H
shares”.
14. Special
Resolution:
THAT,
to
consider
and
approve
the
Proposal
regarding the general mandate authorizing the Board to repurchase H
shares”.
  • For identification purpose only

  • ** The details of the above resolutions are included in the announcements dated 30 March 2022 in relation to the proposed amendments to the Articles of Association and the resolutions passed at the meeting of the Board, the announcements dated 29 April 2022 in relation to the continuing connected transactions and the resolutions passed at the meeting of the Board (the “ Announcements ”) and the 2021 annual report of the Company. A circular (the “ Circular ”) containing details of the above resolutions is expected to be despatched to the shareholders of the Company in due course.

Signature [(note][5)] : Date: Notes:

  • Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as defined in the Announcements and the Circular.

  • 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 2021 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 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 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.