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CStone Pharmaceuticals — Board/Management Information 2016
Jun 13, 2016
50715_rns_2016-06-13_3b8c63c7-ddb4-4140-a34b-417efcb5fc95.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 RESOLUTION PASSED AT THE TWENTY-FIRST 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.
1. MEETING OF THE BOARD
Notice of the twenty-firstmeeting of the sixth session of the board of directors (the“ Board ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) was dispatched on 10June2016 by way of written notices or e-mails. The meeting was heldby way of voting by correspondence on 13 June 2016 at the headquarter of the Company in Zoucheng City, Shandong Province, the People’s Republic of China (the “ PRC ”). Eleven directors of the Companywere notified of the meeting and all of them were present. The meeting complied with the requirements of the relevant laws, administrative regulations, department rules, regulatory documents and the articles of association of the Company.
2. PROPOSAL AT THEBOARDMEETING
To approve the “Proposal in Relation to the Acquisition byYanzhou Coal Ordos Neng Hua Co.,Ltd.ofthe Equity Interest inJiutai Energy Inner Mongolia Co., Ltd.”
(For: 11; Against: 0; Abstain: 0)
(1) To confirm thatBeijing ZhongTian Hua AssetsValuation Co., Ltd.'s adoptions of material valuation basis including valuation parametersand forecasted revenuein the process of valuing the equity interestinJiutai Energy Inner Mongolia Co., Ltd. using income approach as well as the valuation conclusion is consistent with the actual situations and the valuation results are fair and reasonable;
(2) To approvethat Yanzhou Coal Ordos Neng Hua Co., Ltd., awholly owned subsidiary of the Company,acquires52% equity interestinJiutai Energy Inner Mongolia Co., Ltd. at a consideration of RMB1,840,240,000 and enters intothe equity transfer agreement andthe profit forecast and operating resultscompensation agreement as well as other underlying transactional documents; and
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(3) To approve that the Company provides internal loans of RMB1,840,240,000 to Yanzhou Coal Ordos Neng Hua Co., Ltd.for the purpose of payment for the consideration of acquiring the equity interest.
For details, please refer to the announcement of the Company regarding the acquisition of 52% equity interest inJiutai Energy Inner Mongolia Co., Ltd.dated 13 June 2016, which was published on the websites of The Stock Exchange of Hong Kong Limited and the Company.
By order of the board of directors Yanzhou Coal Mining Company Limited Li Xiyong Chairman of the Board
Zoucheng City, Shandong Province, the PRC 13 June2016
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. JiaShaohua, Mr. Wang Xiaojun and Mr. Qi Anbang.
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