CStone Pharmaceuticals — Capital/Financing Update 2015

Sep 29, 2015

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)

DISCLOSEABLE TRANSACTION SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

Reference is made to the announcements of the Company regarding the subscriptions of wealth management products dated 9 April 2014, 10 November 2014, 13 February 2015, 16 February 2015, 21 April 2015, 23 June 2015 and 24 June 2015. Given that the wealth management products subscribed by the Company as disclosed in the Announcements have matured, the Board announces that, on 29 September 2015, the Company purchased wealth management products from CGB, Industrial Bank and Agricultural Bank of China.

Since the highest relevant applicable percentage ratio (as defined under the Hong Kong Listing Rules) in respect of the subscription amount under each of the Purchase of Wealth Management Products of CGB, the Purchase of Wealth Management Products of Industrial Bank and the Purchase of Wealth Management Products of Agricultural Bank of China exceeds 5% but is less than 25%, each of the purchases constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under the Hong Kong Listing Rules.

I. BACKGROUND

Reference is made to the announcements of the Company regarding the subscriptions of wealth management products dated 9 April 2014, 10 November 2014, 13 February 2015, 16 February 2015, 21 April 2015, 23 June 2015 and 24 June 2015 (the " Announcements "). Given that the wealth management products subscribed by the Company as disclosed in the Announcements have matured, the Board announces that, on 29 September 2015, the Company purchased wealth management products from CGB, Industrial Bank and Agricultural Bank of China.

II. DETAILS OF SUBSCRIPTIONS OF THE WEALTH MANAGEMENT PRODUCTS

1. The Purchase of Wealth Management Products of CGB

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On 29 September 2015, the Company entered into the Xinjiaxin No. 16 RMB Wealth Management Plan Product Agreement of CGB with CGB to purchase RMB wealth management plan product, details of which are as follows:

• (1) Name of product: Xinjiaxin No. 16 RMB Wealth Management Plan Product (“薪加薪 16 號”人民幣理財計劃產品)

• (2) Investment currency: RMB

• (3) Type of product: principal-guaranteed and income-guaranteed wealth management product

• (4) Subscription amount: RMB1.5 billion

• (5) Expected annualized return rate: 4.30%

• (6) Principle for calculation of product returns: return on the product is calculated based on the investment principal of the Company, days of investment and the actual annualized return rate (365 days a year).

• (7) Value date of product: 29 September 2015

• (8) Maturity date of product: 28 December 2015

• (9) Principal guaranteed: CGB guarantees to return 100% of the principal amount and the product return to the Company on maturity date.

• (10) Right of early termination: The Company has no right of early termination. If, among others, there is market volatility which, in CGB’s reasonable opinion, makes it difficult for CGB to provide wealth management plan to its clients in accordance with the product description, CGB has the right to declare the wealth management plan not established. In such a case, CGB will return the principal to the designated account of the Company within 2 working days after the original establishment date (i.e. date of signing of the agreement). Interest for the period from the subscription date to the date of return of the principal will be calculated according to the current interest rates.

• (11) The payment of principal and return: the principal and return will be transferred to the Company’s designated account on the day after the maturity date. No interest will be borne from the maturity date to the actual payment date of the principal and return.

• (12) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, CGB and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company.

2. The Purchase of Wealth Management Products of Industrial Bank

On 29 September 2015, the Company entered into the Corporate Finance Structured Deposits Agreement of Industrial Bank with Industrial Bank to purchase corporate finance structured deposits product, details of which are as follows:

• (1) Name of product: Corporate Finance Structured Deposits of Industrial Bank （興業銀 行企業金融結構性存款產品）

• (2)

• Investment currency: RMB

• (3) Type of product: principal-guaranteed and floating return wealth management product

• (4)

• Subscription amount: RMB1 billion

• (5) Expected annualized return rate: fixed return rate 3.75%; floating return rate 1.78% to 1.82%

• (6) Principle for calculation of product returns: The returns consist of fixed returns and floating returns. For fixed return, it is calculated based on the investment principal of the Company, days of investment and the actual annualized return rate (365 days a year). For floating return, it is calculated based the investment principal of the Company, days of investment, the fluctuation of the gold-fixing price on London Bullion Market and its

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corresponding floating annualized return rate during the investment period (365 days a year).

• (7) Value date of product: 29 September 2015

• (8) Maturity date of product: 29 December 2015

• (9) Principal guaranteed: Industrial Bank guarantees to return 100% of the principal amount to the Company on maturity date of the product.

• (10) Right of early termination: Industrial Bank has the right of early termination of the deposits according to market conditions or own circumstances. In case of early termination of this product, Industrial Bank shall notify the Company 2 working days before the termination date.

• (11) The payment of principal and return: the principal and return will be paid to the Company on the maturity date (or early termination date). In case of non-working day, the payment will be made on the next working day.

• (12) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, Industrial Bank and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company.

3. The Purchase of Wealth Management Products of Agricultural Bank of China

On 29 September 2015, the Company entered into a description of wealth management product and risk and customers' rights agreement with Agricultural Bank of China to purchase wealth management products of Agricultural Bank of China, details of which are as follows:

• (1) Name of product: "Ben Li Feng" targeted RMB wealth management products (“本利 豐”定向人民幣理財產品)

• (2) Investment currency: RMB

• (3) Type of product: principal-guaranteed and income-guaranteed wealth management product

• (4) Subscription amount: RMB1 billion

• (5) Expected annualized return rate: 3.75%

• (6) Principle for calculation of product returns: return on the product is calculated based on the investment principal of the Company, days of investment and the actual operation return rate (365 days a year).

• (7) Value date of product: 29 September 2015

• (8) Maturity date of product: 28 December 2015

• (9) Principal guaranteed: Agricultural Bank of China guaranteed to return 100% of the principal amount of such wealth management product upon maturity.

• (10) Right of early termination: The Company has no right of early termination. During the investment period for the products, the Agricultural Bank of China has the right but not an obligation of early termination. In case of early termination of this product, the Agricultural Bank of China shall notify the Company 2 working days before the termination date by announcement.

• (11) The payment of principal and return: the principal and corresponding return of the products would be paid within 2 bank working days after the maturity date. The fund transfer will be postponed to the next bank working day if the due date for payment falls on a non-working day.

• (12) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, Agricultural Bank of China and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company.

III. REASONS AND BENEFITS FOR PURCHASING WEALTH MANAGEMENT

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PRODUCTS

Without affecting the Company's project constructions, operational liquidity and fund security, the Company utilized certain idle funds to subscribe for highly secured principal-guaranteed wealth management products from banks. Such subscription will not affect the need of working capital of the Company. Appropriate short-term wealth management with low risk exposure is conducive to enhancing the utilization of capital and increasing income from idle funds.

Therefore, the Directors consider that the Purchase of Wealth Management Products of CGB, the Purchase of Wealth Management Products of Industrial Bank and the Purchase of Wealth Management Products of Agricultural Bank of China are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IV. IMPLICATION OF THE HONG KONG LISTING RULES

Since the highest relevant applicable percentage ratio (as defined under the Hong Kong Listing Rules) in respect of the subscription amount under each of the Purchase of Wealth Management Products of CGB, the Purchase of Wealth Management Products of Industrial Bank and the Purchase of Wealth Management Products of Agricultural Bank of China exceeds 5% but is less than 25%, each of the purchases constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under the Hong Kong Listing Rules.

V. GENERAL

Information of the parties

The Company

The Company is principally engaged in the business of mining, preparation, processing and sales of coal and coal chemicals. The Company’s main products are steam coal for use in largescale power plants, coking coal for metallurgical production and prime quality low sulphur coal for use in pulverized coal injection.

CGB

CGB is a licensed bank incorporated under the laws of the PRC. CGB is principally engaged in the businesses as approved by China Banking Regulatory Commission in accordance with the relevant laws, administrative rules and other regulations.

Industrial Bank

Industrial Bank is a licensed bank incorporated under the laws of the PRC. Industrial Bank is principally engaged in the businesses as approved by China Banking Regulatory Commission in accordance with the relevant laws, administrative rules and other regulations.

Agricultural Bank of China

Agricultural Bank of China is a licensed bank incorporated under the laws of the PRC. The principal businesses of Agricultural Bank of China include various corporate and retail banking products and services for a broad range of customers and carries out treasury operations for our own accounts or on behalf of customers. Its business scope includes, among others, investment banking, fund management, financial leasing and life insurance.

DEFINITIONS

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In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:

“Agricultural Bank of Zoucheng sub-branch of Agricultural Bank of China Limited; China Shares”

“A Shares”		domestic shares in the ordinary share capital of the Company, with a
		nominal value of RMB1.00 each, which are listed on the Shanghai Stock
		Exchange;
“Board”		the board of directors of the Company;
“CGB”		Jining branch of China Guangfa Bank Co., Ltd.;
“connected person(s)”		has the meaning ascribed thereto under the Hong Kong Listing Rules;
“Company”		兗州煤業股份有限公司, Yanzhou Coal Mining Company Limited, a joint
		stock limited company established under the laws of the PRC in 1997, and
		the H Shares, American depositary shares and A Shares of which are listed
		on the Hong Kong Stock Exchange, New York Stock Exchange and the
		Shanghai Stock Exchange, respectively;
“Director(s)”		the director(s) of the Company;
“Group”		the Company and its subsidiaries;
“H Shares”		overseas listed foreign invested shares in the ordinary share capital of the
		Company with a nominal value of RMB1.00 each, which are listed on the
		Hong Kong Stock Exchange
“Hong Kong Listing		the Rules Governing the Listing of Securities on the Hong Kong Stock
Rules”		Exchange;
“Hong Kong Stock		The Stock Exchange of Hong Kong Limited;
Exchange”
“Industrial Bank”		Jining branch of China Industrial Bank Co., Ltd.;
“PRC”		the People’s Republic of China;
“Purchase of Wealth		the purchase of wealth management products of Agricultural Bank of China
Management		according to the agreement entered into between the Company and
Products	of	Agricultural Bank of China on 29 September 2015;
Agricultural Bank	of
China”
“Purchase of Wealth		the purchase of wealth management products of CGB according to the
Management		agreement entered into between the Company and CGB on 29 September
Products of CGB”		2015;
“Purchase of Wealth		the purchase of wealth management products of Industrial Bank according
Management		to the agreement entered into between the Company and Industrial Bank on
Products of Industrial		29 September 2015;
Bank”

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“RMB” Renminbi, the lawful currency of the PRC;

“Shareholders” the shareholders of the Company; “%” percentage.

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

Zoucheng, Shandong Province, the PRC 29 September 2015

As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, 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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