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CStone Pharmaceuticals Board/Management Information 2014

Aug 22, 2014

50715_rns_2014-08-22_9818fff6-d973-4a24-b72a-ce7654b827e9.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limitedtake no responsibility for the contents of this announcement, make no representation as to itsaccuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoeverarising 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)

ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE SECOND MEETING OF THE SIXTH SESSION OF THE BOARD OF DIRECTORS

This announcement is made pursuant to the disclosure obligations under Part XIVA of theSecurities and Futures Ordinance and Rules 13.09(2)(a) and 13.10B of the Rules Governingthe Listing of Securities on the Stock Exchange of Hong Kong Limited.

Notice of the second meeting of the sixth session of the board of directors (the “ Board ”) of YanzhouCoal Mining Company Limited (“ Yanzhou Coal ” or the “ Company ”) was dispatched on 8 August2014 by way of written notices or e-mails. The meeting was held on 22 August 2014 at the headquarterof the Company in Zoucheng City, Shandong Province, the People’s Republic of China (the “ PRC ”).Eleven directors of the Company (the “ Directors ”) were notified of the meeting and all of them werepresent. The meeting complied with the requirements of the relevant laws, regulations and rules, suchas the Company Law of the PRC and the articles of association of the Company.

The eleven Directors present at the meeting unanimously agreed and passed the following resolutions:

1. To approve the2014 Interim Report of Yanzhou Coal Mining CompanyLimited”;

The Company will not propose any mid-year distribution nor will the Company increase its share capital through conversion of its capital reserve.

2. To approve the “Proposal forchangesinaccounting policies and adjustments tothe relevantitems and amounts”;

The Company has been approved to change the accounting policies in accordance with nine requirements of Accounting Standards for Business Enterprises such as "Accounting Standard for Business Enterprises No. 2 - Long-term equity investments" and "Accounting

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Standard for Business Enterprises No. 30 - Presentation of financial statements", which are amended and newly promulgated by theMinistry of Finance of the PRC in 2014 in order to: (1) adjust the accounting and auditing policies of long-term equity investments; (2) amend the presentation of financial statements; (3) in terms of other newly amended andpromulgatedstandards,amend, supplement and disclose the relevant accounting policies in the financial reports; (4) make retrospective adjustments to relevant items and amounts after the change inaccounting policies is approved.

The change inaccounting policies and the retrospective adjustments to relevant items and amounts will not have a material impact on the assets, liabilities, profit and loss and cash flow of the Company under the PRC accounting standards and will not have any impact on the financial statements of the Company prepared in accordance with the International Financial Reporting Standards.

The independent Directors have issued independent opinions on the changesinaccounting policies.

For details, please refer to the announcement in relation to the changes in accounting policies dated 22 August 2014. The above announcement was also posted on the websites of the Shanghai Stock Exchange and the Hong Kong Stock Exchange, the website of the Company and/ or China Securities Journal and Shanghai Securities News.

3. To approve the “Proposal for provision of internal loans toYanmei Heze Neng Hua Company Limited”;

The Company has been approved to provide internal loans of RMB1.5 billion to Yanmei Heze Neng Hua Company Limited (“Heze Neng Hua”), a controlledsubsidiary of the Company.

Heze Neng Hua is a 98.33% owned subsidiaryof the Company,which mainly engages in the operation of Zhaolou coal mineinJuye coal field in Hezecity, Shandong province as well as the development of coal resources in Wanfu coal mine.

4. To approve the “Proposal to authorize the Company to carry out the principalguaranteed financingbusiness” and to submit the same to the 2014First Extraordinary General Meeting fordiscussion and consideration;

(1)The Company has beenapproved to carry out the principal-guaranteed financing businessfor an aggregate amount not exceeding RMB5.0 billion.

(2) It was approved that the management of the Company was authorized to, in accordance with the relevant laws and regulations and theopinions and suggestions of theregulatory authorities as well as in the best interest of theCompany, deal with all matters inrespect of the abovementioned wealth management activities,which include but are notlimited to determining the terms of wealth management contracts, executing the relevant contracts and legal documents and handling all the formalities of the wealth management business.

(3) The aforementioned authorization shall be valid for 36 months since it is approved by the shareholders atthe general meeting of the Company.

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The Company will comply with the necessary approval procedure and informationdisclosure requirement under the regulatory requirements in places where theCompany’s securities are listed when implementing the specific principal-guaranteed financing business.

5. To approve the “Proposal for the provision of financial guarantee toYancoal Australia Limited” and to submit the same to the 2014First Extraordinary General Meeting fordiscussion and consideration;

(1) It was approved to provide financial guarantee in the credit amount of AUD$187 million by the Company to Yancoal Australia Limited.

(2) It was approved that the Chairman of the Company was authorized to,in accordance with the relevant laws and regulations and the opinions andsuggestions of the regulatoryauthorities as well as in the best interest of the Company, deal with all matters in respect of the above-mentioned financial guarantee, which include but are not limited tothe following matters:

  1. Determiningthe exactterms and conditions of guarantee agreements, including, but not limited to, the amount, term, scope and method of guarantee; and executing the guarantee agreement(s) and other relevant legal documents; and

  2. Dealing with the filing and reporting of documents and information in respect of theguarantee and other relevant matters.

(3) The aforementioned authorization shall be valid since it is approved by the shareholders atthe general meeting of the Company until 31 December 2014. After the expiry of the term ofauthorization, save andexceptwhere the circumstances require the person(s) so authorized to exercise hispowers in relation toany offers, agreements or decisions regarding thefinancial guarantees that have been madewithin the term of authorization, thepowers granted hereunder shall not be exercised thereafter.

The independent Directors gave independent opinions on the above guarantees.

For details, please refer to the announcement in relation to the provision of financial guarantee to controlled subsidiary dated 22 August 2014. The above announcement was also posted on the websites of the Shanghai Stock Exchange and the Hong Kong Stock Exchange, the website of the Company and/ or China Securities Journal and Shanghai Securities News.

6. To approve the “Proposal in relation to the amendment of Working Rulesfor the Nomination Committee of the Board”;

The Company has revised and improved the terms of referencefor the Nomination Committee of the Board to reflect the policy concerning diversity of the Board members, in accordance with the requirements set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,

7. To convene the 2014first extraordinary general meeting of the Company.

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

Zoucheng City, Shandong Province, the PRC 22August 2014

As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. ZhangXinwen, Mr. Yin Mingde, Mr. Wu Yuxiang, Mr. Zhang Baocai, Mr. Wu Xiangqian and Mr. JiangQingquan, and the independent non-executive directors of the Company are Mr. Wang Lijie, Mr. JiaShaohua, Mr. Wang Xiaojun and Mr. Xue Youzhi.

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