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CStone Pharmaceuticals — Capital/Financing Update 2008
Nov 28, 2008
50715_rns_2008-11-28_bb08e0b6-28cf-46b0-bd83-7f40c7541212.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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)
RESOLUTIONS PASSED AT THE FIFTH MEETING OF THE FOURTH SESSION OF THE BOARD
The purpose of this announcement is to disclose the resolutions passed at the fifth meeting of the fourth session of the Board on 28 November 2008.
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
The notice of the fifth meeting of the fourth session of the board of directors (the “Board” ) of Yanzhou Coal Mining Company Limited (the “Company” ) was despatched on 25 November 2008 by way of written notices or e-mails. The meeting was held on 28 November 2008 at the headquarters of the Company in Zoucheng City, Shandong Province. Thirteen directors of the Company were notified of the meeting and all of them were present. The meeting complied with the requirements of the laws and regulations such as the PRC Company Law and the articles of association of the Company (the “Articles of Association” ).
The thirteen directors of the Company present at the meeting unanimously agreed and passed the resolutions as set out below:
1. To approve the "Proposal regarding the grant of general mandate to the Board to determine whether to repurchase H shares of the Company”
Approved matters relating to the grant to the Board a general mandate to determine whether to repurchase H shares of the Company during the relevant period. The proposal will be put forward for consideration and approval by the class meeting for holders of domestic shares of the Company (the “Domestic Shareholders’ Class Meeting”) and the class meeting for holders of H shares of the Company (the “H Shareholders’ Class Meeting”).
Authorised two directors of the Board, Mr. Chen Changchun and Mr. Wu Yuxiang to act on behalf of the Board to implement the H Shares repurchase mandate to repurchase H
Shares of the Company not exceeding 10% of the aggregate nominal value of H Shares of the Company in issue as at the date of passing the relevant resolutions at the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, respectively, complete the approval and disclosure procedures (including but not limited to the power to decide the time, the number of shares to be repurchased, the repurchase price(s), the opening of overseas stock accounts and completing the corresponding registration of changes of foreign exchange, the issue of notification and announcement to creditors, the filing of relevant documents with the China Securities Regulatory Commission, the cancellation of repurchased shares, the amendment of the Articles of Association and completing the corresponding registration procedures and to execute and deal with all other documents or matters in respect of the share repurchase). The mandate will come into effect from the passing of the subject resolutions at the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting to the conclusion of the 2008 annual general meeting of the Company.
2. To approve the "Proposal regarding the convening of the First Domestic Shareholders’ Class Meeting for 2009 and the First H Shareholders’ Class Meeting for 2009”
At the 2007 annual general meeting of the Company, the Board was granted a general mandate to repurchase H Shares of the Company with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares of the Company in issue as at the date of passing the resolution. Pursuant to the relevant regulatory requirements for H shares companies, such general mandate was subject to the approval by shareholders at the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, respectively.
Approved that the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting be convened to be held on 16 January 2008 to obtain the approval for the grant of a general mandate to the Board to repurchase H Shares of the Company from holders of Domestic Shares and holders of H Shares, respectively.
By order of the Board of Directors of Yanzhou Coal Mining Company Limited Wang Xin Chairman of the Board
Zoucheng, Shandong Province, PRC 28 November 2008
As at the date of this announcement, the Directors are Mr. Wang Xin, Mr. Geng Jiahuai, Mr. Yang Deyu, Mr. Shi Xuerang, Mr. Chen Changchun, Mr. Wu Yuxiang, Mr. Wang Xinkun, Mr. Zhang Baocai and Mr. Dong Yunqing, and the independent non-executive Directors of the Company are Mr. Pu Hongjiu, Mr. Zhai Xigui, Mr. Li Weian and Mr. Wang Junyan.