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CStone Pharmaceuticals — Board/Management Information 2018
Aug 6, 2018
50715_rns_2018-08-06_5cedf6b9-1146-4994-9b36-d936b8bc7be6.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 ATTHE SIXTEENTH MEETING OF THE SEVENTH SESSION OFTHE 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 sixteenth 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 3August 2018 by way of written notice or email. On 6August 2018, the Meeting was held at the headquarters of the Company in 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. 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.
As approved by the eleven directors present at the Meeting, the following resolutions were passed at the Meeting:
1. To approve the "Proposal in relation to the projects and transaction caps of the continuing connected transactions with Glencore and Sojitz Corporation from 2018 to 2020", and submit the proposal to the general meeting of the Company for consideration and approval
(For: 11; Against: 0; Abstain: 0)
(1) To approve Yancoal Australia Limited (" Yancoal Australia ") to execute HVO Sales Contract, Coal Purchase Framework Agreement and HVO Services Agreement with Glencore Coal Pty Ltd (" Glencore "), to approve Yancoal Australia and Syntech Holdings Pty Ltd (" Syntech ", a wholly-owned subsidiary of the Company) to execute Yancoal Australia - Sojitz Coal Sales Agreement and Syntech - Sojitz Coal Sales Agreement respectively with Sojitz Corporation (" Sojitz "), to approve the annual caps for the transactions under the above-mentioned agreements for 2018-2020, and to submit the relevant proposal to the general meeting of the Company for consideration and approval;
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(2) To approve the establishment of the independent board committee of the Company comprising all independent non-executive Directors, namely, Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chui Kwok and Mr. Qi Anbang, for the purpose of providing independent opinion in respect of the fairness of the transactions;
(3) To authorize a Directors to determine the detailed affairs of the circular to the shareholders and other relevant documents.
None of the Directors of the Company was connected to this proposal and therefore, none of the Directors was required to abstain from voting on this proposal.
For details, please refer to the announcement of the Company dated 6August 2018 in relation to the continuing connected transactions. Such material has been published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange, the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.
2. To approve the "Proposal in relation tochange of principal place of business in Hong Kong"
(For: 11; Against: 0; Abstain: 0)
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To approve changing the Company's principal place of business in Hong Kong to 40th Floor, Sunlight Tower, No. 248 Queen’s Road East, Wanchai, Hong Kong;
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To authorize a Directors to manage the affairs in relation to the above-mentioned change with full discretion, including but not limited to notifying Hong Kong Companies Registry, Hong Kong Inland Revenue Department Business Registration Office and other regulatory authorities.
3. To approve the "Proposal in relation to provide internal loan to a wholly-owned subsidiary"
(For: 11; Against: 0; Abstain: 0)
To approve the Company to provide internal loan of RMB330 million to Qingdao Bonded Zone Zhongyan Trading Company Limited (青島保稅區中兗貿易有限公司, a wholly-owned subsidiary of the Company), to provide internal loan of RMB1 billion to Zhongyin Financial Leasing Company Limited(中垠融資租賃 有限公司, a wholly-owned subsidiary of the Company) and relevant arrangements.
By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman
Zoucheng,Shandong Province,thePRC 6August 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.
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