CStone Pharmaceuticals — Board/Management Information 2006

Apr 24, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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 (“PRC”) with limited liability)

(Stock Code: 1171)

ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE 5TH MEETING OF THE THIRD SESSION OF THE BOARD OF DIRECTORS

The 5th meeting of the third session of the Board was held on 21st April 2006 in the Company’s headquarter. Several resolutions were passed by the Board, which are set out in this announcement.

This announcement is made pursuant to the disclosure requirement under Rule 13.09(2) of the Listing Rules.

The notice of the 5th meeting of the third session of the board of directors (the “Board”) of Yanzhou Coal Mining Company Limited (the “Company”) was dispatched on 7th April 2006 by way of written notices or e-mails. The meeting was held on 21st April 2006 in the Company’s headquarter at 298 Fushan South Road, Zoucheng City, Shandong Province, the People’s Republic of China (“PRC”). Thirteen directors were called upon for the meeting and all of them were present, complying with the requirements of the laws and regulations such as the PRC Corporate Laws, and the articles of association of the Company (the “Articles”).

The directors of the Company (the “Directors”) unanimously agreed and passed the resolutions set out below:

1. To approve the 2005 annual report of the Company (the “Annual Report”) and the summary of the Annual Report; and the publication of the results for the year of 2005 in the PRC and overseas; and to submit the Report of the Directors contained in the Annual Report for consideration and approval in the 2005 annual general meeting.

2. To approve the financial statements of the Company for the year 2005 and submit the same for consideration and approval in the 2005 annual general meeting.

3. To approve the profit distribution plan of the Company for the year 2005 and submit the same for consideration and approval in the 2005 annual general meeting.

   • Pursuant to the PRC Accounting Standards, the Company had profits after taxation of RMB2,495 million, appropriation to statutory reserve of RMB249.5 million, and appropriation to statutory common welfare fund of RMB124.8 million. Together with the unappropriated profits at the beginning of the year 2005 of RMB3,723 million, the Company had distributable profits of RMB5,844 million.

The Board recommended the dividends for the year 2005 as follows:

• 1. In accordance with the dividends policy persisted by the Company (i.e. distributing 35% of the net income of the Company after deduction of statutory reserve as final dividends), the Company proposes to declare an aggregate cash dividend of RMB738 million (tax included) to the shareholders.
• 1. In return of the shareholders’ long-term support to the Company, a special aggregate cash dividend of RMB344 million (tax included) is proposed to be declared to the shareholders.

The total equity of the Company is 4,918.4 million shares and all of these are ordinary shares. The above two cash dividends add up to RMB1,082 million (tax included) in aggregate, which means that RMB2.2 (tax included) for every 10 shares will be distributed to the shareholders.

The unappropriated profits at the end of the year 2005 was RMB4,762 million. The Company did not increase its shares through conversion of its capital reserve.

1. To approve the remuneration of the Directors and supervisors of the Company for the year 2006 and submit the same for consideration and approval in the 2005 annual general meeting. The independent Directors have expressed their consents. The total remuneration of the non-independent Directors in 2005 was RMB2.755 million (tax included) and the total retirement pension for those non-independent Directors who received remuneration from the Company was RMB259,200. The total remuneration of the independent Directors and supervisors was RMB357,000 and RMB1.195 million respectively. Furthermore, the total retirement pension for those supervisors who received remuneration from the Company was RMB72,000.

Based on the principle that the increase in remuneration shall not exceed the increase in the Company’s efficiency, it is suggested that the average remuneration of the non-independent Directors, independent Directors and supervisors of the Company shall increase by approximately 8%for the year 2006 as compared to that of 2005.

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1. To approve the remuneration of the senior management of the Company for the year 2005 and the independent Directors have expressed their consents.

   • The total remuneration of the senior management of the Company for the year 2005 was RMB1.55 million (tax included). The total retirement pension of the senior management of the Company was RMB 0.345 million. Based on the principle that the increase in remuneration shall not exceed the increase in the Company’s efficiency, it is suggested that the average remuneration of the senior management of the Company shall increase by approximately 8% for the year 2006 as compared to that of 2005.

2. To approve the continuing connected transactions of the Company in the year 2005. This resolution involves connected transaction. 5 interested directors abstained from voting and the remaining 8 noninterested directors unanimously passed this resolution.

3. To approve the appointment of an additional deputy general manager of the Company, and the independent Directors have expressed their consents. This resolution agrees to employ Mr. Qu Tianzhi as the deputy general manager of the Company. Please refer to the biography of Mr. Qu Tianzhi in the Appendix herein.

4. To approve the amendments to the Articles and submit the same for consideration and approval in the 2005 annual general meeting (the amendments to the Articles will be announced at the same time as the publication of the notice of the 2005 annual general meeting).

5. To approve the amendments to the Procedural Rules for shareholders’ meetings of the Company and submit the same for consideration and approval in the 2005 annual general meeting. (the amendments to the Procedural Rules of for the shareholders’ meetings will be announced at the same time as the publication of the notice of the 2005 annual general meeting).

6. To approve the amendments to the Procedural Rules for the Board meetings and submit the same for consideration and approval in the 2005 annual general meeting ( the amendments to the Procedural Rules for the Board meetings will be announced at the same time as the publication of the notice of the 2005 annual general meeting ).

7. To approve the Code for Securities Transactions of the Management of the Company.

8. To approve the re-appointment and remuneration of the auditors of the Company and submit the same to the 2005 annual general meeting for determining the re-appointment of the auditors and their remuneration for the year 2006.

• The Board proposes to re-appoint Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as the Company’s international and PRC auditors for the year 2006 respectively, and proposes an annual remuneration of HK$7 million for their auditing services, which are of the same scope as those in 2005, in 2006, and authorizes the Board to decide and to pay additional service fees apart from the fees for auditing services.

1. To decide the convening of the 2005 annual general meeting of the Company. The Company will separately publish the notice of the 2005 annual general meeting.

2. To approve the Company’s first quarter report for the year 2006.

• The “Suggestions on how to improve the quality of listed companies” issued by the China Securities Regulatory Commission was contemplated in this meeting.

This announcement is made pursuant to the disclosure requirement under Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

On this announcement date, the Directors include: Mr. Wang Xin, Mr. Geng Jiahuai, Mr. Yang Deyu, Mr. Shi Xuerang, Mr. Chen Changchun, Mr. Wu Yuxiang, Mr. Wang Xinkun, Mr. Chen Guangshui and Mr. Dong Yunqing. The independent non-executive Directors include: Mr. Pu Hongjiu, Mr. Cui Jianmin, Mr. Wang Xiaojun and Mr. Wang Quanxi.

By order of the Board Yanzhou Coal Mining Company Limited Wang Xin Chairman Zoucheng, Shandong Province, PRC, 21st April 2006 Appendix Biography of Mr. Qu Tianzhi

Qu Tianzhi, aged 44, an engineering technology researcher, master in engineering. Mr. Qu joined the predecessor the Company in 1985, became the deputy mine manager of Dong Tan Coal Mine in 1995 and became the mine manager in 2000. Mr. Qu graduated from China Mining and Technology University.

Please also refer to the published version of this announcement in South China Morning Post.

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