AI assistant
CStone Pharmaceuticals — Capital/Financing Update 2017
May 8, 2017
50715_rns_2017-05-08_04a54af4-9db8-4bf5-a33d-a7ce5f8855f2.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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.
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)
NOTICE OF 2017 SECOND CLASS MEETING OF THE HOLDERS OF H SHARES
NOTICE IS HEREBY GIVEN that the 2017 second class meeting of the holders of H shares (the “ H Shareholders’ Class Meeting ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) will be held at 11:30 a.m. on 23 June 2017 at the headquarters of the Company, 298 South Fushan Road, Zoucheng, Shandong Province, 273500, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thought fit, passing the following resolution (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the board resolutions announcements (the “ Announcements ”) of the Company dated 31 March 2017 and 28 April 2017 and the circular of the Company (the “ Circular ”) to be despatched on (or before) 2 June 2017 containing (among others) the details of the following resolutions). The details of the following resolutions are included in the abovementioned Announcements and Circular:
Special Resolutions
“ THAT
1. To consider and approve the Proposal in relation to the Company's non-public issuance of shares to specific persons:
-
1.01 Class and nominal value of shares to be issued;
-
1.02 Method and time of the issue;
-
1.03 Issue price and pricing principle;
-
1.04 Number of new shares to be issued;
-
1.05 Use of proceeds;
-
1.06 Lock-up period;
-
1.07 Arrangement relating to the accumulated undistributed profits;
1
1.08 Validity of resolution of the Issue;
-
1.09 Place of listing;
-
1.10 Method of subscription.
2. To consider and approve the Proposal of non-public issuance of A shares of the Company.
3. To consider and approve the Proposal regarding the general mandate authorizing the Board to repurchase H shares:
-
(a) subject to paragraphs (b) and (c) below, the Relevant Period (as defined in paragraph (e) below) during which the Board may exercise the power of the Company to repurchase the issued H Shares on the Hong Kong Stock Exchange, subject to and in accordance with all applicable laws, rules and regulations and/ or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body be and is hereby approved;
-
(b) the aggregate nominal value of H Shares authorized to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H Shares in issue as at the date of the passing of this resolution;
-
(c) the approval in paragraph (a) shall be conditional upon:
-
(i) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the AGM of the Company to be held on 23 June 2017 (or on such adjourned date as may be applicable) and the class meeting for holders of A Shares to be held on 23 June 2017 (or on such adjourned date as may be applicable);
-
(ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
-
(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount pursuant to the relevant provisions of the Articles of Association;
-
2
-
(d) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be hereby authorized to:
-
(i) amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (a) above; and
-
(ii) file the amended Articles of Association with the relevant governmental authorities of the PRC.
-
(e) for the purpose of this special resolution, “ Relevant Period ” means the period starting from the passing of this special resolution and ending at the earlier of the following:
-
(i) the conclusion of the next annual general meeting following the passing of this special resolution;
-
(ii) the expiration of a 12-month period following the passing of this special resolution; or
-
(iii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the members of the Company in any general meeting or by a special resolution of holders of H Shares or holders of A Shares at their respective class meetings.”
By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman
Zoucheng, Shandong, the PRC
8 May 2017
As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Wu Yuxiang, Mr. Zhao Qingchun, Mr. Guo Dechun and Mr. Guojun, and the independent nonexecutive directors of the Company are Mr. Kong Xiangguo, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Qi Anbang.
3
Notes:
1. Eligibility for attending the H Shareholders’ Class Meeting
Holders of H Shares whose names appear on the Company’s register of members of H Shares at the close of business on Tuesday, 23 May 2017 are entitled to attend the H Shareholders’ Class Meeting. Holders of H Shares, who intend to attend the H Shareholders’ Class Meeting, must deliver the completed reply slip for attending the H Shareholders’ Class Meeting to the Office of the Secretary of the Board no later than Friday, 2 June 2017. Shareholders can deliver the necessary documents for registration to the Company in person, by post or by facsimile. Further details of the requirements of the instrument appointing the proxies are set out in note 2 below.
2. Proxy
Each holder of H Shares who has the right to attend and vote at the H Shareholders’ Class Meeting is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the H Shareholders’ Class Meeting. The proxies of a Shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized. For holders of H Shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Hong Kong Registrars Limited (17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) no less than 24 hours before the time appointed for the holding of the H Shareholders’ Class Meeting or any adjournment thereof in order for such documents to be valid.
3. Closure of register of members
The H Share register of members of the Company will be closed from Wednesday, 24 May 2017 to Friday, 23 June 2017 (both days inclusive) , during which period no transfer of the Company’s H Shares will be registered. In order to attend the H Shareholders’ Class Meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share Registrar, Hong Kong Registrars Limited, at 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Tuesday, 23 May 2017 for registration.
4. Miscellaneous
-
(1) Holders of the H Shares attending the H Shareholders’ Class Meeting are responsible for their own transportation and accommodation expenses.
-
(2) All voting at the H Shareholders’ Class Meeting will be conducted by a poll.
-
(3) Details of the Office of the Secretary of the Board are as follows:
298 South Fushan Road Zoucheng Shandong Province 273500 PRC Tel: 86-537-5382319 Fax: 86-537-5383311
4