CStone Pharmaceuticals — Capital/Financing Update 2014

Aug 22, 2014

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

PROVISOION OF FINANCIAL GUARANTEE TO CONTROLLED SUBSIDIARY

This announcement is made pursuant to Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

1. The guarantee

• Name of the guaranteed party:

Yancoal Australia Limited (“Yancoal Australia”), the controlled subsidiary of Yanzhou Coal Mining Company Limited (“Yanzhou Coal” or the ”Company”),.

• Amount of the guarantee and balance of guarantees which were actually provided

• Amount of the guarantee: The Company proposed to provide shareholder’s guarantee of credit facility of AUD187 million to Yancoal Australia.

• Balance of guarantees which were actual provided: As approved at the shareholders’ meeting of the Company, the Company provided guarantee to the USD loan in relation to the acquisition of 100% equity of Felix Resources Limited by Yancoal Australia in 2009. As at the date of the announcement, the aforesaid loan balance is USD2.84 billion, in which Yanzhou Coal provided USD1,925 million guarantee and RMB 2,840 million guarantee.

• Provision of counter-guarantees: Nil

• Aggregated amount of overdue external guarantees of the Company: The Company does not have overdue external guarantee.

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• The guarantee has to be proposed at the shareholders’ meeting of the Compny for approval.

In order to meet the capital expenditure requirements of Yancoal Australia's key construction projects , and to ensure sufficient cash balance of Yancoal Australia, Yancoal Australia proposes to apply for a letter of guarantee of AUD187 million and credit facilities from Industrial and Commercial Bank of China (Sydney Branch). Yanzhou Coal is required to provide shareholders’ guarantee in the credit amount of AUD187 million in respect of the aforesaid financing arrangement.

At the second meeting of the sixth session of the board of directors of the Company (the “Board”) held on 22 August 2014, upon the unanimous approval of all directors of the Company, “the resolution in relation to the provision of financial guarantee to Yancoal Australia Limited” was considered and approved. It will be submitted to the first extraordinary general meeting of 2014 for consideration and approval.

The following matters relating to the guarantee were proposed by the Board to be approved at the shareholders’ meeting:

1. To approve the provision of guarantee in the credit amount of AUD187 million to Yancoal Australia by the Company.

2. To approve and authorize the Chairman of the Company, in accordance with the relevant laws and regulations and the opinions and suggestions of the regulatory authorities as well as in the best interest of the Company, to deal with all matters in respect of the abovementioned financial guarantee, which include but are not limited to the following matters:

(1) determining the exact terms and conditions of the guarantee agreement(s), including, but not limited to, the amount, terms, scope and method of the guarantee; and executing the guarantee agreement(s) and other relevant legal documents;

(2) dealing with the filing and reporting of documents and information in respect of the guarantee and other relevant matters.

1. The authorization shall be valid since it is approved by the shareholders at the general meeting of the Company until 31 December 2014. After the expiry of the term of authorization, save and except where the circumstances require the person(s) so authorized to exercise his powers in relation to any offers, agreements or decisions regarding the financial guarantees that have been made within the term of authorization, the powers granted hereunder shall not be exercised thereafter.

II. Basic information of the guaranteed party

For the basic information of the guaranteed party, please refer to “Appendix - Basic information of the guaranteed party, Yancoal Australia Limited”.

III. Contents of the guarantee agreement and guaranteed party

At present, the Company has not yet signed any guarantee agreement. The Company will perform the guarantee matters based on the arrangements of the financing activities and

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the actual situations of the Company, and strictly perform the guarantee matters during the term of the guarantee in accordance with the authorization by the shareholders at the shareholders’ meeting of the Company.

IV. Opinion of the Board

All members of the Board (including the independent directors) are of the view that the provision of financial guarantee to Yancoal Australia, can meet the capital expenditure requirements of Yancoal Australia's key construction projects, and ensure sufficient cash balance of Yancoal Australia, which fulfils the operational development requirements of the Company and its subsidiary. The guaranteed party is a subsidiary controlled by the Company, in which Yanzhou Coal holds 78% of the shareholding, therefore, the risk arising from the guarantee can effectively be controlled and prevented, and this matter will not be detrimental to the interests of the Company and its shareholders.

V. Number of cumulative external guarantees and outstanding guarantees

As at the date of this announcement, the accumulative amount of the external guarantees provided by the Company (all of which are guarantees provided by the Company to its wholly-owned subsidiaries or controlled subsidiaries) was RMB36.683 billion in aggregate, representing 89.1% of the audited net assets in 2013 in accordance with the Chinese accounting standard.

The Company does not have any overdue guarantee matter.

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

Zoucheng, Shandong Province, the PRC 22 August 2014

As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Zhang Xinwen, Mr. Yin Mingde, Mr. Wu Yuxiang, Mr. Zhang Baocai, Mr. Wu Xiangqian and Mr. Jiang Qingquan, and the independent non-executive directors of the Company are Mr.Wang Lijie, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Xue Youzhi.

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Appendix - Basic information of the guaranteed party, Yancoal Australia Limited

Unit: RMB100 million

No.	Name of the Company	Place of incorporation	Registered capital	Shareholding held by the Company	Business scope	As at 31 December 2013	As at 31 December 2013	As at 31 December 2013	As at 31 December 2013	As at 31 December 2013	As at 31 December 2013	2013	2013
						Total assets	Total liabilities	Net assets	Debt- to- assets ratio	Current liabilities	Bank loans	Revenue	Net profit
	Yancoal Australia Limited	Sydney, Australia	40	78%	Coal exploration, development and sale	415	362	53	87.2%	38	173	90	-50
						As at 30 June 2014						For the first half of 2014
						Total assets	Total liabilities	Net assets	Debt- to- assets ratio	Current liabilities	Bank loans	Revenue	Net profit
						423	358	57	86.5%	19	176	37	-11

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