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CStone Pharmaceuticals — Capital/Financing Update 2016
May 4, 2016
50715_rns_2016-05-04_7fd68b1c-ac89-4b59-a5ef-f01b79f6ead6.pdf
Capital/Financing Update
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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.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell, the Notes. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and management, as well as financial statements. No public offering of securities is to be made by the Company or Yancoal Resources in the United States.
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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 NINETEENTH MEETING OF THE SIXTH 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 nineteenth meeting of the sixth session of the board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (“ Yanzhou Coal ” or the “ Company ”) was despatched on 29 April 2016 by way of written notice or e-mail. The meeting was held on 4 May 2016 at the headquarters of the Company in Zoucheng City, Shandong Province, the People’s Republic of China (the “ PRC ”) by correspondence. Ten directors of the Company (the “ Directors ”) were notified of the meeting and all of them were present. The meeting complied with the requirements of the relevant PRC laws, administrative regulations, departmental rules, normative documents, and the articles of association of the Company (the “ Articles of Association ”).
The following resolutions were passed at the meeting:
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To approve the proposal in relation to the cash offer to repurchase the US dollar denominated notes issued by Yancoal International Resources Development Co., Limited
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(1) Approved Yancoal International Resources Development Co., Limited (“ Yancoal Resources ”) within the limits of authority of the Board, to make the offer to repurchase for cash (i) part of the US dollar denominated notes due 2022 and/or (ii) part of the US dollar denominated notes due 2017 issued by Yancoal Resources (the “ Repurchase Offer ”). The maximum amount for the Repurchase Offer will be a total of US$300,000,000 in aggregate principal amount of such outstanding notes;
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(2) Approved the provision of loan in an amount not exceeding US$300,000,000 equivalents to Yancoal Resources (an indirect wholly-owned subsidiary of the Company) by the Company.
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(3) Approved the execution of the agreements, certificates and related legal documents in relation to the Repurchase Offer by the Company and/or Yancoal Resources;
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(4) Approved to authorise the management of the Company, pursuant to the requirements of relevant laws and regulations and in consultation with the relevant regulatory authorities, and from the general principle of acting in the best interest of the Company, to deal with all matters in connection with the Repurchase Offer, including but not limited to:
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(i) determining and implementing the detailed plan in respect of the Repurchase Offer based on the actual conditions, including, without limitation, determination of the principal amount of the notes to be repurchased, the repurchase price, the method of the repurchase and the time limit of the offer period.
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(ii) determining and engaging intermediaries participating in the Repurchase Offer, signing all agreements and documents relating to the Repurchase Offer, and approving any appropriate subsequent changes or amendments to the relevant agreements and documents and performing necessary disclosure obligations pursuant to the applicable laws, regulations and other regulatory rules;
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(iii) undertaking the filing with regard to the Repurchase Offer, including, without limitation, preparing, revising, filing and submitting relevant materials relating to the Repurchase Offer in accordance with the requirements of relevant regulatory authorities, and signing relevant filing documents and other legal documents;
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(iv) in case of any changes to the applicable laws, regulations and other regulatory rules and policies of regulatory authorities in relation to the Repurchase Offer or market conditions, making relevant adjustment to the repurchase offer proposal, unless shareholders’ approval is otherwise required pursuant to relevant laws, regulations and the Articles of Association; and
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(v) dealing with all other matters in connection with the Repurchase Offer.
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By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman of the Board
Zoucheng, Shandong Province, the PRC 4 May 2016
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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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