CStone Pharmaceuticals — Capital/Financing Update 2017

Apr 6, 2017

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 for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

These materials contained in this announcement are not for distribution, publication or circulation, directly or indirectly, in or into the United States.

This announcement is solely for the purpose of reference and does not constitute an offer of securities for sale or an invitation to purchase securities in the United States or any other jurisdiction. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or under any securities laws of any state or other jurisdiction of the United States. Unless exempt from registration and in compliance with the securities laws of any state or other jurisdiction of the United States, the securities described herein may not be sold, offered for sale, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). There will be no public offer or sale of the securities described herein in the United States or to, or for the benefit of, any U.S. persons or in any other jurisdiction.

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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)

VOLUNTARY ANNOUNCEMENT

PROPOSED ISSUE OF US DOLLARS DENOMINATED SENIOR PERPETUAL CAPITAL SECURITIES GUARANTEED BY THE COMPANY

The Issuer, which is an indirect wholly-owned subsidiary of the Company, proposes to conduct the Proposed Securities Issue to institutional investors. The Proposed Securities Issue will only be offered to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.

The Securities, if issued, will be guaranteed by the Company under the Deed of Guarantee. Completion of the Proposed Securities Issue is subject to market conditions and investors’ interest. Deutsche Bank and CMB International are the joint global coordinators and joint structuring advisors for the Proposed Securities Issue. Deutsche Bank, CMB International and China Silk Road are the Joint Bookrunners and joint lead managers for the Proposed Securities Issue. As at the date of this announcement, the amount and the terms and conditions of the Proposed Securities Issue have yet to be determined. Upon finalisation of the terms of the Proposed Securities Issue, the Issuer, the Company and the Joint Bookrunners will enter into the Subscription Agreement.

The Issuer intends that the net proceeds from the issuance of the Securities would be used to repay indebtedness or on-lent to the Company’s subsidiaries for capital expenditure, working

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capital, as well as for general corporate purposes.

The Issuer will seek a listing of the Securities on the Hong Kong Stock Exchange. A confirmation of the eligibility for the listing of the Securities has been received by the Issuer from the Hong Kong Stock Exchange. Admission of the Securities to the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Securities, the Issuer or the Company.

As no binding agreement in relation to the Proposed Securities Issue has been entered into among the Issuer, the Company and the Joint Bookrunners as at the date of this announcement, the Proposed Securities Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Proposed Securities Issue will be made by the Company should the Subscription Agreement be signed.

THE PROPOSED SECURITIES ISSUE

A. INTRODUCTION

The Issuer, which is an indirect wholly-owned subsidiary of the Company, proposes to conduct the Proposed Securities Issue to institutional investors.

The Proposed Securities Issue will only be offered to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.

The Securities, if issued, will be guaranteed by the Company under the Deed of Guarantee. Completion of the Proposed Securities Issue is subject to market conditions and investors’ interest. Deutsche Bank and CMB International are the joint global coordinators and joint structuring advisors for the Proposed Securities Issue. Deutsche Bank, CMB International and China Silk Road are the Joint Bookrunners and joint lead managers for the Proposed Securities Issue.

As at the date of this announcement, the amount and the terms and conditions of the Proposed Securities Issue have yet to be determined. Upon finalisation of the terms of the Proposed Securities Issue, the Issuer, the Company and the Joint Bookrunners will enter into the Subscription Agreement.

B. USE OF PROCEEDS

The Issuer intends that the net proceeds from the issuance of the Securities would be used to repay indebtedness or on-lent to the Company’s subsidiaries for capital expenditure, working capital, as well as for general corporate purposes.

C. LISTING

The Issuer will seek a listing of the Securities on the Hong Kong Stock Exchange. Confirmation of the eligibility for the listing of the Securities has been received by the Issuer from the Hong Kong Stock Exchange. Admission of the Securities to the Hong Kong Stock

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Exchange is not to be taken as an indication of the merits of the Securities, the Issuer or the Company.

D. GENERAL

As no binding agreement in relation to the Proposed Securities Issue has been entered into among the Issuer, the Company and the Joint Bookrunners as at the date of this announcement, the Proposed Securities Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Proposed Securities Issue will be made by the Company should the Subscription Agreement be signed.

“Board”	the board of Directors of the Company;
“China Silk Road”	China Silk Road International Capital Limited;
“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 and A Shares of which are listed on the Hong
	Kong Stock Exchange and the Shanghai Stock
	Exchange, respectively;
“CMB International”	CMB International Capital Limited;
“Deed of Guarantee”	the deed of guarantee to be entered into by the Company,
	pursuant to which, inter alia, the Companywill
	guarantee the obligations in connection with the
	Proposed Securities Issue;
“Deutsche Bank”	Deutsche Bank AG, Singapore Branch;
“Directors”	the directors of the Company;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	PRC;
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited;
Exchange”
“Issuer”	Yancoal International ResourcesDevelopment Co.,
	Limited, a company incorporated in Hong Kong with
	limited liability and an indirect wholly-owned subsidiary
	of the Company;
“Joint Bookrunners”	Deutsche Bank, CMB International and China Silk
	Road;
“PRC”	the People’s Republic of China, excluding Hong Kong,
	Macau Special Administrative Region, and Taiwan for
	the purposes of this announcement;

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“Proposed Securities Issue”

the proposed issue of the Securities by the Issuer;

“Securities”

• “Securities Act”

US$ denominated senior perpetual capital securities to be guaranteed by the Company; United States Securities Act of 1933, as amended from time to time;

• “Subscription Agreement”

the subscription agreement to be entered into among the Company, the Issuer and the Joint Bookrunners after the terms of Proposed Securities Issue are finalised;

• “subsidiaries”

  • has the meaning ascribed thereto under the Hong Kong Listing Rules;

• “USD” the lawful currency of the United States;

• “U.S. person(s)”

has the meaning ascribed thereto under Regulation S of the Securities Act; and

“%”

per cent.

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

Zoucheng, Shandong Province, the PRC 6 April 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. Guo Jun, and the independent non-executive directors of the Company are Mr. Kong Xiangguo, Mr. Jia Shaohua, Mr.Wang Xiaojun and Mr. Qi Anbang.

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