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CStone Pharmaceuticals — Board/Management Information 2016
Oct 11, 2016
50715_rns_2016-10-11_a8058f91-8168-4627-b82c-ed8acc91ada5.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)
ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE TWENTY-FIFTH MEETING OF THE SIXTH SESSION OF THE BOARD OF DIRECTORS
This announcement is made pursuant to the disclosure obligations under 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 twenty-fifth meeting of the sixth session of the board (the “ Board ”) of directors of Yanzhou Coal Mining Company Limited (" Yanzhou Coal " or the “ Company ”) was dispatched on 8 October 2016 by way of written notices or e-mails. The meeting was held by way of voting by correspondence on 11 October 2016 at the headquarter of 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 were present. The meeting complied with the requirements of the relevant laws, regulations and rules such as the Company Law of the PRC as well as the articles of association of the Company. The consideration and approval of resolutions at the meeting of the Board is as follows:
1. To approve the “Proposal in relation to the joint establishment of Yancoal Blue Sky Clean Energy Co. Ltd.”
(For: 8; Against: 0; Abstain: 0)
(1) To approve that Yanzhou Coal, Yankuang Technology Co. Ltd, Shandong Rongyu Jingu Enterprise Investment Co. Ltd., and Mr. Bai Dingrong, a natural person, jointly establish Yancoal Blue Sky Clean Energy Co. Ltd., to which Yanzhou Coal will contribute RMB25,500,000 with its own fund, representing 51% of its equity interest;
(2) To approve that Yancoal Blue Sky Clean Energy Co. Ltd. enters into a know-how licensing agreement with Yankuang Technology Co. Ltd. upon establishment;
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(3) To authorize any Director to confirm and execute the Joint Venture Agreement and the articles of association in respect of the establishment of Yancoal Blue Sky Clean Energy Co. Ltd. on behalf of Yanzhou Coal, and to make necessary amendments to the Joint Venture Agreement, the articles of association and the know-how licensing agreement based on actual situations.
As this resolution involves connected transactions, three related Directors abstained from voting while the remaining eight non-related Directors unanimously approved the resolution.
The independent Directors gave their prior consents in relation to the proposal of this resolution to be considered at the Board meeting and expressed independent opinions on this matter.
For details, please refer to the announcement of Yanzhou Coal in relation to the connected transaction dated 11 October 2016, which was published on the websites of The Stock Exchange of Hong Kong Limited (the " Hong Kong Stock Exchange ") and the Company.
2. To approve the “Proposal in relation to the election of an independent director of the Company" and to propose the same at the general meeting of the Company for consideration and approval
(For: 11; Against: 0; Abstain: 0)
To nominate Mr. Kong Xiangguo (" Mr. Kong ") as the candidate for an independent Director of the sixth session of the Board, with the term of service commencing from the date of the general meeting to be held for approving the appointment of Mr. Kong as an independent Director till the expiry of the tenure of the sixth session of the Board.
Independent Directors gave their opinions and consents in this regard.
Due to personal health issue, Mr. Wang Lijie applied to resign from the position of an independent Director and his respective positions at the special committees of the Board. Mr. Wang Lijie will continue to perform his duties according to the laws, regulations and the articles of association of the Company prior to the election and appointment of a new Director at a general meeting of the Company.
For details, please refer to the announcement of Yanzhou Coal in relation to resignation of independent director dated 15 August 2016 and the announcement of Yanzhou Coal in relation to proposed appointment of independent director dated 11 October 2016, which were posted on the websites of the Hong Kong Stock Exchange and the Company.
By order of the Board Yanzhou Coal Mining Company Limited Chairman of the Board Li Xiyong
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Zoucheng City, Shandong Province, the PRC 11 October 2016
As at the date of this announcement, the Directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Wu Yuxiang, Mr. Zhao Qingchun, Mr. Guo Dechun and Mr. Guo Jun, and the independent non-executive Directors of the Company are Mr. Wang Lijie, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Qi Anbang.
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