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CStone Pharmaceuticals Board/Management Information 2018

Dec 5, 2018

50715_rns_2018-12-05_8498f1c7-f45b-4e98-b0e7-cbc8dd4a89ca.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 RESOLUTIONS PASSED AT THE TWENTIETH MEETING OF THE SEVENTH 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 twentieth meeting (the “ Meeting ”) of the seventh session of the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) was despatched on 1 December 2018 by way of written notice or email. On 5 December 2018, the Meeting was held at the headquarters of the Company, 298 South Fushan Road, Zoucheng, Shandong Province, the People's Republic of China (the " PRC ") by telecommunications. Eleven directors of the Company (the “ Directors ”) were required to attend the Meeting and all of them were present. Therefore, the Meeting complied with the requirements of the relevant laws such as the Company Law of the PRC, administrative regulations, departmental rules and the articles of association of the Company.

The following resolutions were passed at the Meeting:

1. To approve the "Proposal in relation to the entrusted management of some subsidiaries ofYankuang Group"

(For: 8; Against: 0; Abstain: 0)

To approve the Company to enter into the Entrusted Management Agreement with Yankuang Group CorporationLimited (" Yankuang Group "), and to approve the annual caps of RMB7.3 million for the related partytransactions under the above-mentioned agreement for 2019-2020.

As this proposal was related torelated partytransactions, three Directors who were connected to this proposal abstained from voting, and the othereight Directors unanimously approved this proposal.

The Company's independent Directors expressed their prior approval opinions and independent opinions regarding the related party transactions.

For details, please refer to the announcement of the Company dated 5 December 2018 in relation to the

related party transactions. Such material has been published on the websites of the Shanghai Stock Exchange, the Stock Exchange of HongkongLimited, the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

2. To approve the "Proposal in relation to the separation and transfer of assets related to water supply, power supply, heat supply and property management in the employee residential area, and enterprise-run social functions regarding municipal administration and community management"

(For: 11; Against: 0; Abstain: 0)

  • (1) To approve the Company to separate and transfer 2,124 assets related to water supply, power supply, heat supply and property management, and enterprise-run social functions regarding municipal administration and community management. The initial value of the above-mentioned assets was RMB219,506,515.4 and net book value of the assets as of 31 October 2018 was RMB84,027,909.41;

  • (2) To approve the Company to transfer 65% of the shares that it held inShandong Yanmei Property Services Co., Ltd.(山東兗煤物業管理有限公司), a wholly-owned subsidiary of the Company to the Management Committee of Taibai Lake District, Jining City (濟寧市太白湖新區管理委員會);

  • (3) To approve the Company to bear the maintenance and renovation costs beyond the 50%of the subsidies granted by central government. The actual expenditures are subject to audit results; and

  • (4) To authorize managers of the Company to specifically handle relevant matters involved in this proposal.

For details, please refer to the announcement of the Company dated 5 December 2018 in relation to the separation and transfer of assets related to water supply, power supply, heat supply and property management. Such material has been published on the websites of the Shanghai Stock Exchange, the Stock Exchange of HongkongLimited, the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

3. To approve the "Proposal in relation to providing internal loans to YanmeiHezeNeng Hua Company Limited"

(For: 11; Against: 0; Abstain: 0)

To approve the Company to provide internal loans to YanmeiHezeNeng Hua Company Limited (兗煤菏 澤能化有限公司 ), a subsidiary of the Company, of RMB950 millionand to approve the related arrangements.

4. To approve the "Proposal in relation to adjusting organization structuring of the Company"

(For: 11; Against: 0; Abstain: 0)

  • (1) To approve the Company to change the name of the former"Electromechanical and Environmental Protection Department" (機電環保部) into "Electromechanical Management Department" (機電管理 部), to change the name of the former"Safety Supervision Department" (安全監察部) into "Safety Supervision Department (Environmental Protection Department)" (安全監察部(環保部)), and to

incorporate the formerenvironmental supervision functions and relevant personnel into the Safety Supervision Department(Environmental Protection Department).

  • (2) To approve the Company to change the name of the "Accounting Service Center" (會計服務中心) into "Sharing Center" (共享中心).

5. To approve the "Proposal in relation to revision of the Company's internal management system"

(For: 11; Against: 0; Abstain: 0)

To approve the Company to revise some of the relevant parts of the Company's internal management rules pursuant to the latest amendments to relevant laws, regulations and normative documents including the PRC Company Law, Code of Corporate Governance for Listed Companiesand Guidelines for the Articles of Association of Listed Companies by China Securities Regulatory Commission,the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and the Company's Articles of Associations while also combining the Company's actual conditions.

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

Zoucheng,Shandong Province,thePRC 5 December 2018

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. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent nonexecutive Directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.