CStone Pharmaceuticals — Capital/Financing Update 2019

Aug 30, 2019

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 arisingfromorinrelianceuponthewholeoranypartofthecontentsofthisannouncement.

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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: 01171)

ANNOUNCEMENT ON THE TRANSACTION OF CAPITAL INCREASE IN YANKUANG GROUP FINANCE CO.,LTD

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.

I. Summary of the transaction

As approved by the twenty seventh meeting of the seventh session of the board of directors (the " Board ") of Yanzhou Coal Mining Company(the " Company ")held at 30 August 2019, the Company entered into the Agreement (the " Agreement ") on the Capital Increase inYankuang Group Finance Co., Ltd (" Yankuang Finance Company ")with Yankuang Group Company Limited (" Yankuang Group ") and Yankuang Finance Company. As of the date of this announcement, Yankuang Finance Company is held by the Company as to 95% and by Yankang Group as to 5%. Pursuant to the Agreement, the Company and Yankuang Group will contribute a total amount of RMB1,500 million to the registered capital of Yankuang Finance Company in proportion to their respective shareholdinginterest in Yankuang Finance Companyin cash (the " Capital Increase "), in particular, the Company will contribute an amount of RMB1,425 million and Yankuang Group will contribute an amount ofRMB75 million. As the Capital Increase is made by the existing shareholders on a pro rata basis, the valuation isnot required pursuant to relevant regulations in the PRC.

Yankuang Group is the controlling shareholder of the Company. As at the date of the announcement, Yankuang Group,directly and indirectly,held approximately 53.79% of the total issued share capitalofthe Company. Pursuant to Rule 14A.92 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the " Listing Rules "), as the Capital Increase is madeon a pro rata basis, the Capital Increase is fully exempted from announcement, reporting, and independent shareholders' approval requirements under the Listing Rules. However, pursuant to relevant rules of Shanghai Stock Exchange, the Capital Increase constitutes

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a related transaction but not a restructuring of major assets.

In the past 12 months, the Company had incurred temporary related transactions with Yankuang Group with an aggregate amount of RMB185,370,900, accounting for 0.3% of the audited net assets of the Company for the year 2018.

II. Introduction to the related party

Yankuang Group is the related party of the Company in the Capital Increase.

Yankuang Group is a state-owned limited liability company with Shandong Province National Assets Supervisory Committee as its controlling shareholder. Yankuang Group has a registered capital of RMB7,769.2 million and its legal representative is Mr. Li Xiyong. The principal business of Yankuang Group includes the exploration, processing, trade and provision of auxiliary services of mining (coal and nonferrous metal), high-end chemical industry, modern logistics, and engineering and technology services. Yankuang Group resides at No. 298, Fushan South Road, Zoucheng, Shandong Province, the PRC.

As at 31 December 2018, the total assets of Yankuang Group wereRMB307,410 million, and the net assetswereRMB90,598 million. For the year 2018, Yankuang Group had revenue of RMB 252,728 million and the net profitofRMB5,177 million.

III. Information about Yankuang Finance Company

Yankuang Finance Company is a subsidiary of the Company registered and established in Shandong Province on 13 September 2010 with a registered capital of RMB1,000 million.The principal business of Yankuang Finance Company includes provision of accounting and financing consultancy services, creditproof and related consultancy and agency services to member companies; provision of entrusted loan services among member companies, and provision of loans and finance leasing services to member companies. The equity structure of Yankuang Finance Company at the date of the announcement is as follows:

Currency: RMB

		Currency:RMB
**Shareholder **	Capital contributed	Percentage
the Company	950,000,000	95%
YankuangGroup	50,000,000	5%

Yankuang Finance Company is a non-banking financial institution established with the approvalof the China Banking and Insurance Regulatory Commission (" CBIRC "). Yankuang Finance Company holds a finance license granted by the CBIRC.

As at31 December 2018, the total assets of Yankuang Finance Company were RMB23,146 million, and the net assetswereRMB1,488 million. For the year 2018, Yankuang Finance Company had revenue ofRMB467 million and the net profitofRMB196 million (based on audited financial statement in accordance withChinese Accounting Standards (" CAS ") .

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As at30 June 2019, the total assets of Yankuang Finance Company wereRMB19,204 million, and the net assetswereRMB1,582 million. For the six months ended 30 June 2019,Yankuang FinancehadRMB252 million and the net profit ofRMB94 million (based on unaudited accounts of Yankuang Finance Company in accordance with CAS).

IV. Major terms of the Agreement

i. Parties that will participate in the Capital Increase

The parties that will participatein the Capital Increaseare the Company and Yankuang Group.

ii. Amount of the Capital Increase

The Company will contribute an amount ofRMB1,425 million in cash to the registered capital of Yankuang Finance Company, and Yankuang Group will contribute an amount ofRMB75,000,000 in cash to the registered capital of Yankuang Finance Company.

iii. Terms of payment

The Company and Yankuang shall make payments within 10 business days after relevant regulatory agencies grant approval to the Capital Increase.

iv. Conditions precedent

The Agreement will come into effect upon the realization of the following conditions:

• a. The parties to the Agreement have executed and sealed the Agreement; and

• b. Relevant regulatory agencies grant approval to the Capital Increase.

v. Breach liabilities

The breaching party to the Agreement shall compensate the other parties for losses incurred as a result of the breach.

V. Impact of the Capital Increase on the Company

The Capital Increase can help Yankuang Finance Company to expand its business scope and business scale, and improve its resilience against risks. The Capital Increase will help Yankuang Finance Company provide safer and more efficient financial services to the

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Company and its subsidiaries.

The Capital Increase will create a new source of profit increase for the Company.

The Company uses its self-owned fund to make the Capital Increase, and thus the Capital Increase will not adversely affect the cash flow and major financial indicators of the Company.

VI. Procedures for consideration and approval of the Capital Increase

i. Consideration and approval of the Board

The Capital Increase has been considered and approved bythe twenty-seventh meeting of the seventh session of the Boardon 30 August 2019.

The seventh session of the Board comprises 11 members, and the 2 related directors have abstained from voting. The 9non-related directors unanimously approved the Capital Increase. The 9 non-related directors formed a quorum and the procedures for consideration and approval abided by relevant laws and regulations.

ii. Prior consent and independent opinion of independent non-executive directors of the Company

The 4 independent non-executive directors of the Company gave their prior consent and agreed to present the Capital Increase to the Board for consideration and approval. After reviewing the relevant information provided by the Company, the independent non-executive directors gave their independent opinion as follows:

a. The consideration and approval procedures for the "Proposal in relation to the capitalincrease inYankuang Group Finance Co.,Ltd" abided by relevant laws, regulations, the listing rules of the placeswhere the shares of the Company are listed, and the Articles of Association of the Company.

b. The Company and Yankuang Group increase their respective capital contribution to Yankuang Finance Company in proportion to their respective shareholding interest in Yankuang Finance Company in cash, which can help Yankuang Finance Company to expand its business scope and businessscale, and improve its resilience against risks. The Capital Increase will help Yankuang Finance Company provide safer and more efficient financial services to the Company and its subsidiaries.

c. The Agreement is entered into on normal commercial terms, and its terms are fair and reasonable and in the interests of the Company and its independent shareholders as a whole.

VII. Documents forInspection

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Resolutions Passed at the Twenty-Seventh Meeting of the Seventh Session of the Board ofDirectors of Yanzhou Coal Mining Company Limited

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

Zoucheng City, Shandong Province, the PRC 30August 2019

As at the date of this announcement, the Directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. Zhao Qingchun, Mr. GuoDechun and Mr. Guo Jun, and the independent non-executive Directors of the Company are Mr. KongXiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.

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