CStone Pharmaceuticals — Board/Management Information 2020

Apr 22, 2020

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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 THIRTY-THIRD MEETING OF THE SEVENTH 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 thirty-third meeting (the “ Meeting ”) of the seventh session of the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (" Yanzhou Coal " or the “ Company ”) was despatched on 8 April 2020 by way of written notice or email. On 22 April 2020, the Meeting was held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province, the People's Republic of China (the " PRC ") by a combination of physical attendance and 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, normative documents and the articles of association of the Company.

The following resolutions were passed at the Meeting:

1. To approve the "Annual Report for the Year of 2019 of Yanzhou Coal Mining Company Limited" and "Summary of the Annual Report", and publish the audited annual results for the year of 2019 domestically and overseas.

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

2. To approve the "Working Report of the Board of Directors of Yanzhou Coal Mining Company Limited for the Year of 2019", and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

3. To approve the "Financial Statements of Yanzhou Coal Mining Company Limited for the Year of 2019", and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

4. To approve the "Profit Distribution Plan of Yanzhou Coal Mining Company Limited for the Year of 2019", and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

As required by the articles of association of the Company, when distributing the profits after tax for the relevant accounting year, the lower of the profits after tax in the financial statements prepared under the PRC Accounting Standards or the International Financial Reporting Standards shall prevail. As the net profits for the year of 2019 realized under the PRC Accounting Standards were lower than the net profits realized under the International Financial Reporting Standards, the final dividend was determined by the Company according to net profit under the PRC Accounting Standards. Based on the net profit attributable to the shareholders of the parent company for the year ended 2019 realized under the PRC Accounting Standards amounting to RMB8,667.9 million, and after the Company drew the statutory reserve fund of RMB580.4 million, the profit distributable to the shareholders of the Company for the year 2019 was RMB8,087.5 million, and the aggregate undistributed profit as at 31 December 2019 was RMB43.5122 billion.

In return for the long-term support of the shareholders of the Company (the “ Shareholders ”), the Board proposed to declare a cash dividend of RMB0.58 per share (tax inclusive) calculated on the basis of the number of ordinary shares of the Company at the record date of dividends distribution. The Company is estimated to distribute a cash dividend of RMB2,849.0 million (tax inclusive) calculated on the basis of the Company’s total share capital as at 31 December 2019. After deducting the estimated cash dividends for the year 2019, the remaining aggregate undistributed profit as at 31 December 2019 was RMB40.6632 billion.

The Company will not increase its share capital by conversion of its capital reserve for the year 2019.

The above proposal was agreed by the independent Directors.

5. To approve the "Proposal in relation to the Production and Operation Plans and Capital Expenditure Plan of Yanzhou Coal Mining Company Limited in 2020".

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

6. To approve the "Proposal in relation to the remuneration of the Directors and supervisors of Yanzhou Coal Mining Company Limited in 2020", and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

It was proposed that, upon achieving the Company's operational goal for 2020, pursuant to the remuneration assessment policy of the Company, to determine the remuneration standard of the Directors and supervisors of the Company.

The above proposal was agreed by the independent Directors.

For details of the remuneration of the Directors and supervisors of the Company in 2019, please refer to the 2019 annual report of the Company.

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7. To approve the "Proposal in relation to the remuneration of the senior management of Yanzhou Coal Mining Company Limited in 2020".

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

It was approved that, upon achieving the Company’s operational goal for 2020, pursuant to the remuneration assessment policy of the Company, to determine the remuneration standard of the senior management who are not Directors of the Company.

The above proposal was agreed by the independent Directors.

For details of the remuneration of the senior management of the Company for the year of 2019, please refer to the 2019 annual report of the Company.

8. To approve the "Internal Control Evaluation Report of Yanzhou Coal Mining Company Limited for the Year 2019".

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

The above proposal was agreed by the independent Directors.

9. To approve the "2019 Social Responsibility Report of Yanzhou Coal Mining Company Limited".

• (For: 11; Against: 0; Abstain: 0)

10. To approve the “Proposal in relation to the renewal of the liability insurance for Directors, supervisors and senior officers”, and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

The Company proposed to continue to take liability insurance with an insured amount of USD15 million for the Directors, supervisors and senior officers of the Company.

11. To approve the "Proposal in relation to the re-appointment and remuneration of external auditing firms for the year 2020", and to submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

As proposed by the audit committee of the Board, the Board proposed to:

1. re-appoint Shine Wing Certified Public Accountants (Special General Partnership) and SHINEWING (HK) CPA Limited as the domestic and overseas auditors of the Company for the year 2020, respectively, to carry out auditing and review of the financial statements of the Company and internal control auditing and assessment. The term starts from the date of the 2019 annual general meeting to the date of the 2020 annual general meeting of the Company.

2. determine the auditing fees for the domestic and overseas operations in 2020 to be RMB8.85 million.

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The Company will reimburse the accountants with catering and accommodation expenses during their on-site auditing in the Company, excluding the travel expense and other expenses. The Board will be authorized to make decisions and payments in respect of the additional service fees including further auditing and internal control auditing due to newly-added subsidiaries of the Company and changes of regulations.

The independent Directors have provided independent opinions on the re-appointment and remuneration of the external auditing firms for the year 2020.

For details, please refer to the announcement of the Company dated 22 April 2020 in relation to the reappointment of auditors. The information has been published on the websites of the Shanghai Stock Exchange (the " Shanghai Stock Exchange "), The Stock Exchange of Hong Kong Limited (the " Hong Kong Stock Exchange ") and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

12. To approve the "Proposal in relation to confirming the continuing related party transactions of Yanzhou Coal Mining Company Limited for the year 2019".

(For: 9; Against: 0; Abstain: 0)

It was confirmed that the actual transaction amounts of each of the continuing related party transactions between the Company with its controlling shareholders and other related parties in 2019 had not exceeded the annual caps approved by the independent Shareholders or the Board.

As this resolution involved related party transactions, two related Directors abstained from voting while the remaining nine non-related Directors unanimously approved the resolution.

The independent Directors have provided independent opinions on the implementation of the continuing related party transactions of the Company for the year of 2019.

13. To approve the "Proposal in relation to discussion and consideration of provision for impairment for assets and bad debt write-off".

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

To approve the provision for impairment for assets of RMB371,039,600; to approve the provision for bad debt write-off of RMB124,635,800.

The independent Directors have provided independent opinions.

For details, please refer to the announcement of the Company dated 22 April 2020 in relation to the provision for impairment for assets. The information has been published on the websites of the Shanghai Stock Exchange, Hong Kong Stock Exchange and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

14. To approve the “Proposal for the provision of financial guarantee(s) to the Company’s subsidiaries and the authorization of provision of guarantee(s) in relation to daily operations by Yancoal Australia Limited and its subsidiaries to the subsidiaries of the Company in Australia”, and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

The following proposals were submitted at the general meeting for approval:

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1. to approve the provision of financial guarantee(s) of an aggregate amount not exceeding the equivalent of US$5 billion by the Company to its wholly-owned subsidiaries and controlled subsidiaries;

2. to approve the provision of guarantees by Yancoal Australia Limited and its subsidiaries for an amount not exceeding AUD1.2 billion to the subsidiaries of the Company in Australia for their daily operations;

3. to approve and authorize the chairman of the Board to deal with matters in relation to the aforesaid financial guarantees in accordance with the relevant laws, regulations and rules, such matters include but are not limited to the following:

(1) to determine the appropriate wholly-owned or controlled subsidiaries which will be provided with the guarantees based on their financing needs;

(2) to determine the exact terms and conditions of the guarantee agreements, which include but are not limited to the amount, term, scope and method of guarantee; and to execute the guarantee agreement(s) involved and other relevant legal documents; and

(3) to deal with the filing and reporting of documents in respect of the guarantee(s) and other relevant matters.

1. that the aforementioned authorization shall become valid after it is approved by the Shareholders at the annual general meeting until the date on which the next annual general meeting of the Company is convened, except where the circumstances require the person(s)so authorized to exercise his powers after the expiry of the term of authorization in relation to any contracts, agreements or decisions regarding the financial guarantees that have been made within the term of authorization.

The independent Directors have provided independent opinions.

For details, please refer to the announcement of the Company dated 22 April 2020 in relation to the provision of financial guarantees to the Company's subsidiaries and the authorization of provision of guarantees in relation to daily operations by Yancoal Australia and its subsidiaries to the Company's subsidiaries in Australian. The information has been published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

15. To approve the “Proposal to authorize the Company to carry out domestic and overseas financing businesses”, and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

The following proposals were submitted at the general meeting for approval:

1. To approve the Company or its controlled subsidiaries to carry out financing activities of aggregate amount not exceeding the equivalent of RMB50 billion and to determine the financing currency and methods based on merits of market conditions, which are restricted to the following financing methods only: bank loans, corporate bonds, medium-term notes, short-term bonds, super short-term bonds, renewable bonds, perpetual bonds, perpetual medium-term notes, private placement bonds, operating lease, financing lease, asset securitization, asset-backed notes, financing on transfer of right of return over assets, debt-to-equity funds, private placement of industry funds, acceptance of insurance, equity investment and bonds investment in the controlled subsidiaries by the subsidiaries of the trust and public offering funds.

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When the financing businesses are to be implemented, the necessary approval procedures and information disclosure obligations shall be performed in accordance with the relevant regulations of the places where the Company is listed.

1. To authorize the chairman of the Board to deal with all matters in respect of the abovementioned financing businesses in accordance with the relevant laws and regulations, which include but are not limited to the followings:

(1) in light of the Company's situation and the market conditions, and according to the relevant laws, rules and the requirements of regulatory authorities, to formulate and adjust specific plan in relation to such financing activities, including but not limited to the determination of the suitable entity to carry out the financing activities, the amounts, methods, terms and other matters related to financing activities;

(2) to determine the engagement of intermediaries and to sign and implement all agreements and documents in respect of the financing activities and disclose the relevant information;

(3) to deal with the reporting, registration, approval of the materials in respect of the financing activities provided to the domestic and overseas regulatory authorities and other relevant authorities, and other relevant matters.

1. the aforementioned authorization shall become valid after the proposal is approved by the Shareholders at the annual general meeting until the date of convening of the next annual general meeting of the Company, except where the circumstances require the person(s) so authorized to exercise his powers after the expiry of the term of authorization in relation to any contracts, agreements or decisions regarding the financial guarantees that have been made within the term of authorization.

16. To approve the "Proposal in relation to appointment of the General Manager of Yanzhou Coal Mining Company Limited".

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

The Board received the resignation of Mr. Wu Xiangqian who will no longer assume the position of the General Manager of the Company. The Board hereby expresses its sincere gratitude to Mr. Wu Xiangqiang for his contribution to the Company during his terms of office as the General Manager of the Company.

As nominated by the chairman of the Board and reviewed and approved by the nomination committee of the Company, the Board approves the appointment of Mr. Liu Jian as the General Manager of the Company with the same term of office as the senior management of the seventh session of the Board .

The biographical details of Mr. Liu Jian are set out in Appendix I to this announcement.

The above proposal was agreed by the independent Directors.

For details, please refer to the announcement of the Company dated 22 April 2020 in relation to the change of General Manager. The information has been published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

17. To approve the "Proposal in relation to appointment of the Deputy General Managers and Other Senior Management of Yanzhou Coal Mining Company Limited".

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

The Board received the resignation of Mr. Zhao Honggang and Mr. Wang Fuqi, respectively. Mr. Zhao Honggang

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and Mr. Wang Fuqi will no longer assume the positions of the Deputy General Manager and Chief Engineer of the Company, respectively. The Board hereby expresses its sincere gratitude to Zhao Honggang and Mr. Wang Fuqi for their contribution to the Company during their respective terms of office.

As nominated by the General Manager of the Company and reviewed and approved by the nomination committee of the Company, the Board approves the appointment of Mr. Xiao Yaomeng, Mr. Zhang Chuanchang and Mr. Wang Peng as the Deputy General Managers of the Company and the appointment of Mr. Wang Chunyao as the Chief Engineer of the Company with the same terms of office as the senior management of the seventh session of the Board.

The biographical details of Mr. Xiao Yaomeng, Mr. Zhang Chuanchang, Mr. Wang Peng and Mr. Wang Chunyao are set out in Appendix II to this announcement.

The above proposal was agreed by the independent Directors.

18. To approve the “Proposal regarding the general mandate authorizing the Board to issue additional H shares”, and submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

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

The proposal that the Board be authorized to decide as to whether the Company would issue additional H shares for not exceeding 20% of the total amount of existing issued H shares during the relevant period was submitted at the general meeting for approval.

The relevant period commences from the date when the proposal is approved by the annual general meeting until whichever is the earlier:

1. the conclusion of 2020 annual general meeting of the Company upon passing of this proposal; or

2. the time when such mandate is revoked or varied by special resolution of the Shareholders in any general meeting of the Company.

19. To approve the “Proposal in relation to the general mandate to be granted to the Board to repurchase H shares”, and submit the same to the 2019 annual general meeting, the 2020 first A shareholders’ class meeting and the 2020 first H shareholders’ class meeting for discussion and consideration.

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

The following proposals were submitted at the general meeting for approval:

1. The Board be authorized to decide as to whether it would repurchase H shares not exceeding 10% of the total amount of existing issued H shares as at the date of passing the relevant resolution during the relevant period.

The relevant period commences from the date when the proposal is approved by the annual general meeting until whichever is the earlier:

(1) the conclusion of 2020 annual general meeting of the Company upon passing of this proposal; or

(2) the date when such mandate is revoked or varied by special resolution of the Shareholders in any general meeting of the Company or the holders of the H shares or A shares of the Company in their respective class meetings.

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1. Any one of the Directors be authorized to act on behalf of the Board to make timely decision about the specific matters of the repurchase of H shares after the Board has been granted the general mandate to repurchase up to 10% of the total issued H shares, and carries out the relevant approval and disclosure procedures, including but not limited to, determinate the timing, quantity and price of the repurchase and open overseas securities account and carry out the corresponding change of foreign exchange registration procedures, inform creditors and make public announcement, file with the China Securities Regulatory Commission, cancel the shares repurchased, decrease the registered capital, amend the articles of association of the Company, and carry out the corresponding change of registration procedures and execute and handle other document sand matters related to the repurchase.

20. To approve the convening of the 2019 annual general meeting of Yanzhou Coal Mining Company Limited.

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

Any one of the Directors be authorized to confirm the date of publication of the notices, relevant materials and documents for the annual general meeting of the Company, and to confirm or revise the relevant materials and documents required to be provided to the regulatory authorities and the Shareholders.

21. To approve the convening of the 2020 first class meeting of holders of A shares and the 2020 first class meeting of holders of H shares of Yanzhou Coal Mining Company Limited.

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

Any one of the Directors be authorized to confirm the date of publication of the notices, relevant materials and documents for the 2020 first class meeting of holders of A shares and the 2020 first class meeting of holders of H shares of the Company, and to confirm or revise the relevant materials and documents to be provided to the regulatory authorities and the Shareholders.

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

Zoucheng, Shandong Province, the PRC 22 April 2020

As at the date of this announcement, the Directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr.Liu Jian, 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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Appendix I

Biographical details of Mr. Liu Jian

Liu Jian, born in February 1969, a research fellow in applied engineering technology and a master of engineering, is a Director and Deputy General Manager of the Company. Mr. Liu joined the predecessor of the Company in 1992 and was appointed as the vice manager of Dongtan Coal Mine (東灘煤礦) of the Company in 2009. He was appointed as the manager of Jining No. 3 Coal Mine (濟寧三號煤礦) and the manager of Dongtan Coal Mine of the Company in 2014 and January 2016, respectively. In December 2016, he was appointed as the Deputy General Manager of the Company; in May 2019, he was appointed as a Director of the Company. Mr. Liu graduated from Shandong University of Science and Technology.

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Appendix II

Biographical Details of Senior Management to be Appointed

Xiao Yaomeng , born in March 1972, a research fellow in applied engineering technology with a master degree of engineering, is the manager of Jining No. 3 Coal Mine of the Company. Mr. Xiao joined the Company's predecessor in 1994 and was appointed as the director of the Safety Inspection Department of Dongtan Coal Mine of the Company in 2013, and the chairman and the general manager of Guizhou Wulunshan Coal Mining Company Limited in 2014. In 2016, he was appointed as the deputy general manager of Yankuang Guizhou Neng Hua Company Limited and chairman of Guizhou Wulunshan Coal Mining Company Limited. In July 2018, he was appointed as the manager of Jining No. 3 Coal Mine of the Company. Mr. Xiao graduated from China University of Mining and Technology.

Zhang Chuanchang , born in October 1968, a research fellow in applied engineering technology and a master of engineering, is the deputy general manager of Shaanxi Future Energy Chemical Company Limited and the manager of Jinjitan Coal Mine (金雞灘煤礦) of Shaanxi Future Energy Chemical Company Limited. Mr. Zhang joined the Company's predecessor in 1990. He was appointed as the deputy manager of Yushuwan Coal Mine (榆樹灣煤礦) and the manager of Jinjitan Coal Mine of Shaanxi Future Energy Chemical Company Limited in 2006 and 2014, respectively. In May 2018, he was appointed as the deputy general manager of Shaanxi Future Energy Chemical Company Limited and the manager of Jinjitan Coal Mine of Shaanxi Future Energy Chemical Company Limited. Mr. Zhang graduated from Shandong University of Science and Technology.

Wang Peng , born in June 1971, a research fellow in applied engineering technology and a master of engineering, is the chairman and general manager of Yanzhou Coal Ordos Neng Hua Company Limited. Mr. Wang joined the Company's predecessor in 1994. In 2010, Mr. Wang was appointed as the director of the Safety Inspection Department and deputy manager of Xinglongzhuang Coal Mine ( 興隆莊煤礦 ) of the Company . In 2016, he was appointed as the manager of Xinlongzhuang Coal Mine and Dongtan Coal Mine of the Company. In 2018, he was appointed as the director and the general manager of Yanzhou Coal Ordos Neng Hua Company Limited. In December 2019, he was appointed as the chairman and the general manager of Yanzhou Coal Ordos Neng Hua Company Limited. Mr. Wang graduated from Shandong University of Science and Technology.

Wang Chunyao , born in May 1967, a research fellow in applied engineering technology and a master of engineering, is the manager of Baodian Coal Mine (鮑店煤礦) of the Company. Mr. Wang joined the Company's predecessor in 1989 and was appointed as the chief engineer and the deputy manager of Jining No. 3 Coal Mine of the Company in 2014. In 2017, he was appointed as the director of Production Technology Department (Ventilation and Prevention Department) of the Company. In August 2017, he was appointed as the manager of Baodian Coal Mine of the Company. Mr. Wang graduated from China University of Mining and Technology.

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