CStone Pharmaceuticals — Capital/Financing Update 2024

Jun 12, 2024

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 any securities of the Company.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Company’s shares mentioned in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”) and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. The Company’s shares mentioned herein are being offered and sold (i) solely to qualified institutional buyers pursuant to an exemption from registration under Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. No public offering of the Company’s shares will be made in the United States.

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兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED *

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 01171)

COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE

Sole Overall Coordinator, Placing Agent and Capital Market Intermediary

Reference is made to the announcement of Yankuang Energy Group Company Limited (the “ Company ”) dated 4 June 2024 in relation to the placing of new H shares under the general mandate (the “ Placing Announcement* ”). Capitalised terms used herein shall have the same meanings as those defined in the Placing Announcement unless otherwise specified.

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COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that all the conditions set out in the Placing Agreement have been fulfilled and the Completion took place on 12 June 2024 in accordance with terms and conditions of the Placing Agreement.

A total of 285,000,000 Placing Shares have been successfully placed by the Placing Agent to no fewer than six Placees at the Placing Price of HK$17.39 per Placing Share pursuant to the terms and conditions of the Placing Agreement, representing 10.00% of the number of issued H Shares and approximately 3.83% of the number of issued Shares immediately before the Completion, and approximately 9.09% of the number of issued H Shares and approximately 3.69% of the number of issued Shares as enlarged by the allotment and issue of the Placing Shares immediately upon the Completion as at the date of this announcement.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, (i) each of the Placees and their respective ultimate beneficial owner(s) (where applicable) is an Independent Third Party and not connected with the Company and its connected persons; and (ii) none of the Placees has become a substantial shareholder (as defined in the Listing Rules) of the Company upon the Completion.

The net proceeds from the Placing, after deducting the Placing commission and other relevant costs and expenses of the Placing, amounted to approximately HK$4,929.39 million. The Company intends to use such net proceeds for repayment of the Group’s debts and replenishment of general working capital of the Group.

The Company will subsequently fulfil the corresponding filing procedures in respect of the Placing timely in accordance with relevant rules of the China Securities Regulatory Commission.

Please refer to the Placing Announcement for further details of the Placing.

EFFECTS OF THE PLACING ON SHAREHOLDING STRUCTURE OF THE COMPANY

The number of total issued Shares of the Company has increased from 7,437,969,540 Shares to 7,722,969,540 Shares upon the Completion of the Placing. The number of the total issued H Shares has increased from 2,850,000,000 H Shares to 3,135,000,000 H Shares upon the Completion of the Placing, and the number of A Shares remains unchanged as to 4,587,969,540 A Shares.

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The table below sets forth the shareholding structure of the Company immediately before and upon the Completion:

	Immediately before	the Completion	Immediately upon the Completion	Immediately upon the Completion
		Approximate		Approximate
		percentage of		percentage of
	Number of	total issued	Number of	total issued
	Shares	Shares(%)	Shares	Shares(%)
A Shares
Shandong Energy	3,376,658,070	45.40	3,376,658,070	43.72
Other A Shareholders	1,211,311,470	16.29	1,211,311,470	15.68
Sub-total	4,587,969,540	61.68	4,587,969,540	59.41
H Shares
Shandong Energy(1)	682,483,500	9.18	682,483,500	8.84
Placees	–	–	285,000,000	3.69
Other H Shareholders	2,167,516,500	29.14	2,167,516,500	28.07
Sub-total	2,850,000,000	38.32	3,135,000,000	40.59
Total	7,437,969,540	100.00	7,722,969,540	100.00

Notes:

• (1) These H shares are held by Yankuang Hong Kong (a wholly-owned subsidiary of Shandong Energy) in the capacity of beneficial owner.

• (2) The percentage figures above have been rounded off to the nearest two decimal place. The sum of the number of Shares and the shareholding percentage may not be equal to the total number or percentage due to rounding.

By order of the Board Yankuang Energy Group Company Limited* Li Wei Chairman of the Board

Zoucheng, Shandong Province, the PRC 12 June 2024

As at the date of this announcement, the Directors of the Company are Mr. Li Wei, Mr. Xiao Yaomeng, Mr. Liu Jian, Mr. Liu Qiang, Mr. Zhang Haijun, Mr. Su Li and Mr. Huang Xiaolong, and the independent non-executive Directors of the Company are Mr. Peng Suping, Mr. Zhu Limin, Mr. Woo Kar Tung, Raymond and Ms. Zhu Rui.

• For identification purpose only

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