CStone Pharmaceuticals — Board/Management Information 2015

Jul 27, 2015

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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 NINTH MEETING OF THE SIXTH SESSION OF THE BOARD OF DIRECTORS

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

Notice of the ninth meeting of the sixth session of the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) was despatched on 23 July 2015 by way of written notices or e-mails. The meeting was held on 27 July 2015 at the headquarter of the Company in Zoucheng City, Shandong Province, the People’s Republic of China (the “ PRC ”) by way of correspondence. Ten directors of the Company (the “ Directors ”) were notified of the meeting and all of them were present. The meeting complied with the requirements of the PRC laws and regulations, departmental rules, normative documents, and the articles of association of the Company (the “ Articles of Association ”).

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

1. Approved the “Resolution on the Discussion and Consideration of the Acquisition of 100% of Equity Interest of Yankuang Donghua Heavy Industry Co., Ltd.”

• (1) Approved the Company to acquire 100% of equity interest in Yankuang Donghua Heavy Industry Co., Ltd. (“ Donghua Heavy Industry ”) held by Yankuang Group Co., Ltd. (“ Yankuang Group ”) with a transaction price of RMB676,045,800;

• (2) Approved the Company to enter into an equity transfer agreement and the land lease agreement(s) relating to such transaction with Yankuang Group; and

• (3) The director of the Company and Chief Financial Officer, Mr. Wu Yuxiang is authorized to conduct all specific actions related to the transaction on behalf of

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Yanzhou Coal, including but not limited to signing the equity transfer agreement and other agreements and legal documents relating to the transaction, and has the right to make necessary revision to the relevant agreements and legal documents; he is responsible for the organization and handling of the matters such as the relevant examination and approval, archival filing and equity alteration registration.

As this resolution involved a connected transaction, one related Director abstained from voting while the remaining nine Directors unanimously approved the resolution.

The independent Directors gave prior consent in relation to the submission of this resolution to the Board for consideration and gave their independent opinions on this matter.

For details, please refer to the Connected Transaction Announcement on 27 July 2015 of the Company. This Announcement was also posted on the websites of Shanghai Stock Exchange and the Hong Kong Stock Exchange, and the Company and/or China Securities Journal and Shanghai Securities News.

2. Approved the “Resolution on the Establishment of the Futures Finance Department and the Promotion of Hedging Business”

• (1) Approved the establishment of the Futures Finance Department; to be the executive institution of the Company for the professional operation of futures business;

• (2) Authorized the management to amend and improve the system of hedging related business; and

• (3) Approved the adjustment on the scope of the hedging products and the trading scheme in 2015 of the Company.

  • To change the hedging business of the Company as considered and approved on the seventh meeting of the sixth session of the Board on 27 March 2015: “The maximum amount of holding for thermal coal futures hedging business is 2 million tons and the largest margin should be no more than RMB500 million, with a loss limit of 20%” to: （ 1 ） For the hedging business of thermal coal and its associated products, the maximum amount of holding in 2015 is 2 million tons and the largest margin should be no more than RMB500 million, with a loss limit of 20%;

（ 2 ） For the hedging business of methanol products, the maximum amount of holding in 2015 is 60,000 tons and the largest margin should be no more than RMB100 million, with a loss limit of 20%;

（3）For the hedging business of other trade products, bulk purchase supplies and related products, the maximum amount of holding in 2015 the largest margin should be no more than RMB100 million, with a loss limit of 20% According to the operation and production of the Company and the actual work needed, the Futures Business Executive Committee will propose a plan and execute such plan after fulfilling the relevant approval process.

Any business which falls outside the authorized scope above will be subject to the approval procedures of the Board or the general meeting of shareholders of the Company.

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The independent Directors gave independent opinions on the establishment of the futures finance department and the promotion of hedging business.

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

Zoucheng City, Shandong Province, the PRC 27 July 2015

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

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