CStone Pharmaceuticals — Governance Information 2012

Mar 5, 2012

Annex 4:

Yanzhou Coal Mining Company Limited Terms of Reference for the

Nomination Committee of the Board

CHAPTER 1 GENERAL PROVISIONS

Article 1 The Company formulated these terms of reference to standardize the nomination procedures of the Directors and senior management of the Company and to enhance corporate governance in accordance with the Guidelines for the Governance of Listed Companies, Articles of Association and the relevant provisions.

Article 2 The Nomination Committee is a special organ established by the Board of Directors which shall hold responsibility for the Board of Directors and is responsible for the nomination and examination of the qualifications of Directors and senior management.

Article 3 The Directors as referred to in these terms of reference shall include executive Directors, non-executive Directors, independent non-executive Directors and senior management shall include the general manager, deputy general managers, secretary to the Board, chief financial officer and chief engineer of the Company.

Article 4 The Directors, senior management so nominated shall have the requisite knowledge, skill and experience as necessary and ensure sufficient time and energy to be devoted to discharging their general duties.

CHAPTER 2 COMPOSITION OF THE COMMITTEE

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Article 5 The Nomination Committee comprises three Directors, at least two of which shall be independent non-executive Directors.

Article 6 The members of the Nomination Committee shall be nominated by the Chairman, the majority of the independent non-executive Directors or more than one-third of Directors, and are elected by the Board.

Article 7 The Nomination Committee shall have one chairman who shall be an independent non-executive Director to oversee the committee’s operation. The chairman of the Nomination Committee shall be a member selected from the committee and appointed with the Board’s approval.

Article 8 The term of office of each member of the Nomination Committee shall be consistent with the term he served in the Board. Each member of the committee shall be eligible for re-election upon completion of his term of office. During his term of office, if any member of the committee ceases to be a Director, his membership in the committee shall lapse automatically, and the vacancy should be filled by the person elected by the Board in accordance with the requirements of Article 5 to Article 7 above.

Article 9 The human resources department is an operation office of the Nomination Committee and shall be responsible for organizing meetings of and implementing the relevant resolutions of the Nomination Committee.

CHAPTER 3 DUTIES

Article 10 The responsibilities of the Nomination Committee are:

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1. to review the structure, size and composition (including skills, knowledge and experience) of the Board of Directors at least once annually on the basis of the Company’s operation, asset scale and equity structure, and to make recommendations on any changes made to the Board of Directors to cope with the Company’s strategies;

2. to study the selection criteria, procedures and methods of Directors and senior management and to make recommendations in this regard;

3. to extensively identify eligible candidates for the positions of Directors and senior management and to select and nominate such candidates to fill in the positions of Directors and senior management and make recommendations to the Board of Directors in this regard;

4. to examine the qualifications of candidates for Directors and senior management and to advise and make recommendations to the Board of Directors in respect of appointment;

5. to make recommendations to the Board of Directors on the appointment or re-appointment of Directors and senior management and succession planning for Directors, in particular the Chairman, and senior management;

6. to make independence assessment of independent non-executive Directors;

7. to report to the Board of Directors on decisions or recommendations made by the committee, except for those prohibited to report by laws or regulations;

8. other duties authorzied by the Board of the Company, and to address questions raised by the chairman of the committee or, in case of

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the absence of the chairman of the committee, another committee member or its proxy at the annual general meeting upon requested by the Chairman;

1. other requirements in respect of the working scope of the committee governed by the listing rules as amended from time to time of other places where the securities of the Company are listed.

Article 11 The Nomination Committee shall examine the selection criteria, procedures and term of office of the Directors and senior management of the Company in accordance with the relevant laws and regulations, the listing rules of the places where the securities of the Company are listed and the Articles of Association on basis of the actual situation of the Company, and shall submit the resolution so formed for the Board’s approval.

Article12 Where the Nomination Committee considers that the proposed Directors and senior management are not eligible for their positions, it shall return the vetting opinions to the nominators three days prior to the Board meeting. The Nomination Committee shall revoke the nomination of such candidates as considered non-eligible by the Board and the Supervisory Committee after review.

CHAPTER 4 WORKING RULES

Article13 Where shareholders nominate Directors, and the shareholders shall submit the nomination proposal, particulars and the undertaking letter of the candidates to the Nomination Committee under the Board of Directors 30 days prior to the expiry of the terms of Directors. The Nomination Committee shall conduct review on the

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candidates’ qualifications for holding office and submit report thereof to the Board.

Article14 Where the Supervisory Committee nominates independent non-executive Directors, it shall submit the nomination proposal, particulars and the undertaking letter of the candidates to the Nomination Committee under the Board of Directors 30 days prior to the expiry of the terms of Directors. The Nomination Committee shall conduct review on the candidates’ qualifications for holding office and submit report thereof and make recommendations on their appointment to the Board.

Article15 Where the Board nominates Directors, the human resources department shall submit the nomination proposal, particulars and the undertaking letter of the candidates by the Board to the Nomination Committee under the Board of Directors 10 days prior to the expiry of the terms of Directors. The Nomination Committee shall conduct review on the candidates’ qualifications for holding office and submit report thereof and make recommendations on their appointment to the Board.

Article16 Where the Chairman or the general manager nominates members of the senior management, the human resources department shall submit the particulars of the candidates to the Nomination Committee under the Board of Directors. The Nomination Committee shall conduct review on the candidates’ qualifications for holding office and submit report thereof and make recommendations on their appointment to the Board.

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Article17 Where senior management were recruited publicly, the Nomination Committee shall nominate the candidates and the human resources department of the Company shall be responsible for their examination and providing their particulars. The Nomination Committee shall examine their qualifications for holding office and submit report thereof and make recommendations on their appointment to the Board. The candidates shall be appointed by the Board.

Article18 The qualification review report of the proposed Directors and senior management prepared by the Nomination Committee and the particulars of the candidates of senior management who were recruited publicly shall be submitted to the Office of the Secretary to the Board three days prior to the Board meeting and dispatched by the Office of the Secretary to the Board to all Directors.

Article19 The Board of the Company shall publicly disclose the particulars of the candidates for Directors and supervisors before convening the general meeting to ensure shareholders to have sufficient information of the candidates before voting.

Article20 The Nomination Committee shall report to the Board the working status of the previous year at the first regular Board meeting of the Company annually.

CHAPTER 5 PROCEDURAL RULES

Article21 The Nomination Committee shall issue notice of meeting at least seven days prior to the meeting so convened.

Article22 The Nomination Committee meeting shall be attended by not less than two-thirds of its members and presided over by the

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chairman of the committee. The chairman of the committee may, when unable to attend the meeting, authorize another member (an independent director) to chair the meeting.

Article23 A notice of the Nomination Committee meeting shall contain the following details:

• (1) the date and place of the meeting;

• (2) the duration of the meeting;

• (3) the agenda of the meeting;

• (4) the date of issue of the notice.

Article24 The notice of meeting shall be delivered by hand, by facsimile or by email.

Article25 The Nomination Committee may, when holding a meeting, require the Directors, supervisors, senior management, professional consultants and legal counsel to attend the meeting.

Article26 The Nomination Committee shall be provided with sufficient resources to perform its duties and responsibilities and, if necessary, may engage intermediate agencies to provide independent professional opinions on its decisions, the expenses of which shall be borne by the Company.

Article27 A show of hand shall be adopted in the voting at the Nomination Committee meetings with each member having one vote. The resolutions proposed at the meeting shall be passed by not less than two-thirds of its members.

Article28 Detailed minutes shall be prepared for the Nomination Committee meetings for consideration, on which the members present at the meetings shall sign. Minutes of meeting and the meeting summary

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of the Nomination Committee shall be maintained by the human resources department of the Company and filed with the Office of Secretary to the Board.

Article29 All members attending the Nomination Committee meetings shall be obliged to keep the meeting particulars confidential and, without the authorisation by the Chairman or the Board of the Company, shall not disclose any information relevant to the meeting.

CHAPTER 6 SUPPLEMENTARY PROVISIONS

Article30 These terms of reference are subject to the interpretation, formulation and amendment by the Board.

Article31 In cases of matters not dealt with in these terms of reference, the relevant laws, regulations and the listing rules of the places where the securities of the Company are listed and the relevant provisions of the Articles of Association shall prevail; if these terms of reference conflict with any laws and regulations promulgated and enacted by the State or the Articles of Association being amended by legal procedures, the laws, regulations of the State and the listing rules of the places where the securities of the Company are listed and the provisions of the Articles of Association shall prevail, and these terms of reference shall be amended forthwith and submitted to the Board for review and approval.

Article32 These terms of reference shall be implemented since the date on which the Board’s approval is obtained and will be published on the websites of the Company and the stock exchange on which the

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securities of the Company are listed pursuant to the listing rules of the places where the securities of the Company are listed.

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