CStone Pharmaceuticals — Capital/Financing Update 2018

Nov 29, 2018

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere.

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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 (“ PRC ”) with limited liability ） (Stock Code: 1171)

VOLUNTARY ANNOUNCEMENT

PROPOSED DEEMED DISPOSAL OF INTERESTS IN A CONTROLLED SUBSIDIARY IN RELATION TO THE PROPOSED GLOBAL OFFERING AND DUAL PRIMARY LISTING ON THE HONG KONG STOCK EXCHANGE

Yancoal Australia, a controlled subsidiary of the Company, has published the Prospectus and the Global Offering has commenced on 26 November 2018.

The proposed Dual Primary Listing is expected to be implemented by way of Global Offering of Yancoal AustraliaShares, comprising the Hong Kong Public Offering and the International Offering, which in aggregate amount to 68,358,100Yancoal Australia Shares, representing approximately 5.16% of the total Yancoal Australia Shares in issue immediately following completion of the Global Offering.

In connection with the proposed Global Offering, Yancoal Australia has launched the Proposed Rights Offering. Pursuant to the Proposed Rights Offering, Yancoal Australia will issue up to 67,667,409Yancoal Australia Shares (representing an offer ratio of 0.05387 new Yancoal Australia Shares for each existing Yancoal Australia Share held) at the same price as the Offer Price. Along with two of Yancoal Australia’s major shareholders, namely China Shandong Investment Limited and Cinda International HGB Investment (UK) Limited, the Company has agreed to renounce its rights to participate in the Proposed Rights Offering.

59,441,900Yancoal Australia Shares of the Proposed Rights Offering, representing approximately 87.8% of the Yancoal Australia Shares to be offered pursuant to the Proposed Rights Offering will comprise the Offer Shares which will be offered to investors in the proposed Global Offering.

Assuming the Proposed Rights Offering is fully subscribed (except for the portion comprising the Offer Shares), upon completion of the Proposed Rights Offering andthe proposed Global Offering, the Company's shareholding in Yancoal Australia will decrease from approximately 65.45% to approximately 61.69%(assuming the Proposed Rights Offering is fully subscribed (except for the portion comprising the

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Offer Shares) and the over-allotment option is exercised in full).

On Listing Date, the proposed Global Offering will constitute a deemed disposal of the interest in Yancoal Australia by the Company under Rule 14.29 of the Hong Kong Listing Rules. It is expected that all of the percentage ratios of the proposed Global Offering, if materialises, as set out in Rule 14.07 of the Hong Kong Listing Rules applicable to the Company, will be less than 5%. As such, the proposed deemed disposal is not subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Hong Kong Listing Rules.

Shareholders and potential investors of the Company should be aware that there is no assurance that the proposed Global Offering and Dual Primary Listing will proceed. Shareholders and potential investors of the Company should therefore exercise caution when dealing in or investing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

1. INTRODUCTION

This announcement is madeon a voluntary basis.

Reference is made to the announcementsof the Company in relation to the proposed Dual Primary Listing dated 29 June 2018,1 October 2018, 22 November 2018, 23 November 2018and 25November2018 (the " Announcements "). Unless otherwise defined, capitalised terms in this announcement shall have the same respective meanings given to them in the Announcements.

2. PROPOSED GLOBAL OFFERING AND DUAL PRIMARY LISTING

Yancoal Australia, a controlled subsidiary of the Company, has published the Prospectus and the Global Offering has commenced on 26 November 2018.

The proposed Dual Primary Listing is expected to be implemented by way of Global Offering of Yancoal Australia Shares, comprising the Hong Kong Public Offering and the International Offering, which in aggregate amount to 68,358,100Yancoal AustraliaShares, representing approximately 5.16% of the total Yancoal AustraliaShares in issue immediately following completion of the Global Offering.

If the proposed Global Offering proceeds, the Offer Price will be HK$23.48per Offer Share (exclusive of brokerage fee, the Securities and Futures Commission of Hong Kongtransaction levy and Hong Kong Stock Exchange trading fee) and a total of approximately HK$1,605,000,000will be raised.

Settlement of the proposed Global Offering and the issue and commencement of trading of Yancoal Australia Shares on the Hong Kong Stock Exchange is expected to occur on 6 December 2018, subject to the underwriting agreements becoming and remaining unconditional and not having been terminated.

For details of the proposed Global Offering, please refer to the website of the Hong Kong Stock Exchange (www.hkexnews.hk) for the full Prospectus.

Shareholding structure of Yancoal Australia under the proposed Global Offering

In preparation for the proposed Global Offering, the shareholders of Yancoal Australia have approved share consolidation by ordinary resolution at the general meeting held on 26 September 2018. The share consolidation took effect on 28 September 2018 which resulted in the issued capital of Yancoal Australia being consolidated on the basis of one consolidated Yancoal Australia Share for every 35 Yancoal Australia Shares in issue on 1 October 2018, and fractional entitlements as a result of holdings not being evenly

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divisible by 35 were rounded up to the nearest whole number (" Share Consolidation "). The issued share capital of Yancoal Australia immediately following the Share Consolidation was 1,256,071,756shares.

In connection with the proposed Global Offering, Yancoal Australia has launched the Proposed Rights Offering. Pursuant to the Proposed Rights Offering, Yancoal Australia will issue up to 67,667,409Yancoal Australia Shares (representing an offer ratio of 0.05387 new Yancoal Australia Shares for each existing Yancoal Australia Share held) at the same price as the Offer Price. Along with two of Yancoal Australia’s major shareholders, namely China Shandong Investment Limited and Cinda International HGB Investment (UK) Limited, the Company has agreed to renounce its rights to participate in the Proposed Rights Offering.

59,441,900Yancoal Australia Shares of the Proposed Rights Offering, representing approximately 87.8% of the Yancoal Australia Shares to be offered pursuant to the Proposed Rights Offering will comprise the Offer Shares which will be offered to investors in the proposed Global Offering.

Assuming the Proposed Rights Offering is fully subscribed (except for the portion comprising the Offer Shares), upon completion of the Proposed Rights Offering and the proposed Global Offering, the Company's shareholding in Yancoal Australia will decrease from approximately 65.45% to approximately 61.69%(assuming the Proposed Rights Offering is fully subscribed (except for the portion comprising the Offer Shares) and the over-allotment option is exercised in full). The table below sets forth the changes in the Company's shareholding in Yancoal Australia before and after the Proposed Rights Offering and the proposed Global Offering:

	Before the Proposed Rights Offering and the proposed Global Offering	After the Proposed Rights Offering (assuming the Proposed Rights Offering is fully subscribed (except for the portion comprising the Offer Shares) and the over-allotment option is exercised in full) and the proposed Global Offering
Total no. of issued Yancoal AustraliaShares	1,256,071,756	1,332,655,365
No. of Yancoal Australia Shares held bytheCompany	822,157,715	822,157,715
The Company's shareholding in Yancoal Australia (approximate %)	65.45%	61.69%

Upon the proposed Global Offering, Yancoal Australia will continue to be accounted for as a subsidiary of the Company and its accounts will continue to be consolidated into the accounts of the Group.

Lock-up restrictions and Stock Borrowing Agreement

Lock-up restrictions

Pursuant to Rule 10.07(1) of the Hong Kong Listing Rules, the Company has undertaken to Yancoal Australia and the Hong Kong Stock Exchange that it shall not, and shall procure that the relevant registered holder(s) shall not, without the prior written consent of the Hong Kong Stock Exchange, except pursuant to the Global Offering or any lending of Yancoal Australia Shares pursuant to the Stock Borrowing Agreement and save as provided in such undertaking:

• (i) in the period commencing on the date by reference to which disclosure of the Company's shareholding of Yancoal Australia Shares is made in the Prospectus and ending on, the date which is six months from the Listing Date (the “ First Six-Month Period ”), dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in

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respect of, any of the Yancoal Australia Shares in respect of which the Company is shown in the Prospectus to be the beneficial owner; or

• (ii) in the period of six months commencing on the date on which the First Six-Month Period expires, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the Yancoal Australia Shares referred to in paragraph (i) above if, immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, the Company would cease to be a controlling shareholder (as defined in the Hong Kong Listing Rules) of Yancoal Australia.

Stock Borrowing Agreement

The Company hasentered into theStock Borrowing Agreement with the Stabilizing Manager under the proposed Global Offering. Please refer to the Prospectus for further details about the Stock Borrowing Agreement.

3. HONG KONG LISTING RULES IMPLICATION

On Listing Date, the proposed Global Offering will constitute a deemed disposal of the interests in Yancoal Australiaby the Company under Rule 14.29 of the Hong Kong Listing Rules. It is expected thatall of the percentage ratios of the proposed Global Offering, if materialises, as set out in Rule 14.07 of the Hong Kong Listing Rules applicable to the Company, will be less than 5%. As such, the proposed deemed disposal is not subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Hong Kong Listing Rules.

4. GENERAL

Shareholders and potential investors of the Company should be aware that there is no assurance that the proposed Global Offering and Dual Primary Listing will proceed. Shareholders and potential investors of the Company should therefore exercise caution when dealing in or investing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

5. DEFINITION

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

Term	Definition
"Board"	the board of directors of the Company
"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
"Dual Primary Listing"	primary listing of Yancoal Australia Shares on the Australian Stock
	Exchange Limited and the Main Board of the Hong Kong Stock
	Exchange
"Global Offering"	the Hong Kong Public Offering and the International Offering
"Group"	the Company and its subsidiaries

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“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
"Hong Kong Public Offering"	the offer of Yancoal Australia Shares for subscription by the public in
	Hong Kong
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"International Offering"	the placing of Yancoal Australia Shares to professional and institutional
	investors
"Listing Date"	the date, expected to be on or about Thursday, 6 December 2018, on
	which Yancoal AustraliaShares are first listed and from which dealings
	in Yancoal AustraliaShares are permitted to take place on the Main
	Board of the Hong Kong Stock Exchange
"Offer Price"	the final offer price per Yancoal Australia Share under the proposed
	Global Offering
"Offer Share(s)"	the 68,358,100Yancoal Australia Shares initially being offered by
	Yancoal Australia pursuant to the Hong Kong public offering and the
	International Offering respectively (subject to reallocation)
"Proposed Rights Offering"	the rights offering undertakenat the final offer price as adopted for the
	proposed Global Offering
"Prospectus"	the prospectus issued by Yancoal Australia in relation to the proposed
	Global Offering on 26November2018
"Stabilizing Manager"	Morgan Stanley & Co. International Plc
"Stock Borrowing Agreement"	the stock borrowing agreement expected to be entered into between the
	Company and the Stabilizing Manager on or about 29 November2018
"Yancoal Australia Shares"	ordinary shares in the share capital of Yancoal Australia

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

Zoucheng,Shandong Province,thePRC 29 November2018

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. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent nonexecutive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.

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