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CStone Pharmaceuticals — Board/Management Information 2012
Apr 23, 2012
50715_rns_2012-04-23_b40f771b-585c-4520-8366-e219acd5bc18.pdf
Board/Management Information
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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.
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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)
OVERSEAS REGULATORY ANNOUNCEMENT
ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE NINTH MEETING OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS
The purpose of this announcement is to disclose the resolutions passed at the Ninth Meeting of the Fifth Session of the Board on 23 April 2012.
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Notice of the Ninth Meeting of the Fifth Session of the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (“ Yanzhou Coal ” or the “ Company ”) was despatched on 9 April 2012 by way of written notices or e-mails. The meeting was held on 23 April 2012 at the headquarters of the Company in Zoucheng City, Shandong Province, the People’s Republic of China (the “ PRC ”) by physical meeting. Eleven directors of the Company were notified of the meeting and all of them attended the meeting, which is in compliance with the requirements of the PRC laws and regulations, such as the PRC Company Law, and the articles of association of the Company.
The eleven directors of the Company present at the meeting unanimously agreed and passed the following resolutions:
1. Approved “The 2012 First Quarter Report of Yanzhou Coal Mining Company Limited”.
2. Approved the “Proposal in relation to the acquisition of Beisu coal mine and Yangcun coal mine”.
(1) Approved the Company’s acquisition of all of the assets of Beisu coal mine and Yangcun coal mine, which are owned by Yankuang Group Corporation Limited (“ Yankuang Group ”), for RMB 824,142,300;
(2) Approved the execution of the “Assets Transfer Agreement” by the Company with Yankuang Group and Yankuang Group Beisu Coal Mine Co., Ltd.;
(3)Authorised Mr. Wu Yuxiang, as a director and Chief Financial Officer of the Company, to ratify and execute the agreements and legal documents relating to the acquisition and to amend any such agreements and legal documents where necessary and to handle matters in relation to the title transfer and assets transfer on behalf of the Company.
Details of the acquisition are set out in the “Connected Transaction” announcement of the Company dated 23 April 2012, which is published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company, and/or in China Security Journal, Shanghai Security News.
3. Approved the “Proposal in relation to the extension of the term of the USD 3 billion loan of Yancoal Australia Limited” and submit the same to the 2011 annual general meeting of the shareholders ( the “AGM”) for discussion and consideration.
Submitted to the AGM to authorize the Board and to approve the authorisation to the
management of the Company by the Board to handle the following matters based on the principle of maximisation of the Company’s interests and subject to relevant laws and regulations:
(1) extend the term of the USD 3 billion loan of Yancoal Australia Limited (“ Yancoal Australia ”) by 5 years, and Yanzhou Coal will continue to provide guarantee for Yancoal Australia;
(2) ratify the terms of loan term extension agreement, guarantee agreement and other relevant legal documents, sign the relevant agreements, contracts and legal documents, and handle matters in relation to the term extension and guarantee.
4. Approved the “Proposal in relation to the provision of guarantee to the business in Australia” and the submission of the same to the 2011 AGM for discussion and consideration.
(1) approved Yancoal Australia to finance not more than AUD 1.7 billion as appropriate, and Yanzhou Coal will, if necessary, provide guarantee thereof;
(2) approved Yancoal Australia and its subsidiaries to provide guarantee of not more than AUD 0.3 billion for their subsidiaries in respect of daily operation;
(3) authorized Mr. Wu Yu Xiang, as a director and Chief Financial Officer of the Company, to ratify the terms of financing agreement, guarantee agreement and other legal documents, to sign relevant agreements, contracts and legal documents and to handle matters in relation to financing and guarantee on behalf of the Company.
The details are set out in the “Announcement in relation to the provision of guarantee to subsidiary of the Company” dated 23 April 2012, which is published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company, and/or in China Security Journal, Shanghai Security News.
5. Approved the “Proposal in relation to the establishment of Jidong Property
Service Center of Yanzhou Coal Mining Company Limited”.
Approved the establishment of Jidong Property Service Center, which will be responsible for the property service of Jidong coal mine area of the Company.
6. Approved the convening of the 2011 AGM of Yanzhou Coal Mining Company
Limited.
The Company will publish the notice of 2011 AGM in due course.
By order of the board of directors
Yanzhou Coal Mining Company Limited Li Weimin
Chairman of the Board
Zoucheng, Shandong Province, the PRC 23 April 2012
As at the date of this announcement, the directors of the Company are Mr. Li Weimin, Mr. Wang Xin, Mr. Zhang Yingmin, Mr. Shi Xuerang, Mr. Wu Yuxiang, Mr. Zhang Baocai and Mr. Dong Yunqing, and the independent non-executive directors of the Company are Mr. Wang Xianzheng, Mr. Cheng Faguang, Mr.Wang Xiaojun and Mr. Xue Youzhi.