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CStone Pharmaceuticals — Governance Information 2016
Mar 29, 2016
50715_rns_2016-03-29_ddcfb9ed-0cc2-4904-a3af-b5afe1234e4e.pdf
Governance Information
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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.
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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)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The seventeenth meeting of the sixth session of the board of directors (the " Board ") of Yanzhou Coal Mining Company Limited (the “ Company ”) approved the amendments to the Articles of Association of the Company (the " Articles of Association "), and agreed to submit the same to the 2015 annual general meeting of the Company for consideration and approval.
The 2014 annual general meeting, the 2015 first class meeting of the holders of A shares, the 2015 first class meeting of the holders of H shares held on 22 May 2015 separately considered and approved the Proposal Regarding the General Mandate Authorizing the Board to Repurchase H Shares . According to the general mandate, the Company repurchased its H shares on 18 December 2015, 21 December 2015 and 22 December 2015 with an aggregate number of 6,384,000 H shares. As at 31 December 2015, the cancellation of paper shares of the abovementioned H shares have been completed at Computershare Hong Kong Investor Services Limited while the changes in registration in China have not finished yet. The Company will complete all the cancellation procedures for the repurchased H shares in Hong Kong as soon as possible after relevant registration procedures in China are completed
According to the Company Law of the People's Republic of China and the Articles of Association, the Company shall decrease RMB6,384,000 of its registered capital and make corresponding amendments to the Articles of Association. Details of the amendments are as follows:
1. The original Article 19 of the existing Articles of Association provides the following:
"Subject to the approval of the companies approving department authorised by the State Council, the Company has issued a total of 4,918,400,000 ordinary shares, of which 1,670,000,000 ordinary shares were issued to the promoters at the time of establishment."
The above paragraph is to be amended as follows:
"Subject to the approval of the companies approving department authorised by the State Council, the Company has issued a total of 4,912,016,000 ordinary shares, of which 1,670,000,000 ordinary shares were issued to the promoters at the time of establishment."
2. The original Article 20 of the existing Articles of Association provides the following:
"The share capital structure of the Company is as follows: 4,918,400,000 ordinary shares, of which (a) 2,600,000,000 shares, which represent 52.86% of the Company's share capital, are held by Yankuang Group Company Limited as domestic legal person shares; (b) 1,958,400,000 shares, which represent 39.82% of the Company's share capital, are held by the H Shares shareholders; and (c) 360,000,000 shares, which represent 7.32% of the Company's share capital, are held by the A Shares shareholders."
The above paragraph is to be amended as follows:
"The share capital structure of the Company is as follows: 4,912,016,000 ordinary shares, of which (a) 2,600,000,000 shares, which represent 52.93% of the Company's share capital, are held by Yankuang Group Company Limited as domestic legal person shares; (b) 1,952,016,000 shares, which represent 39.74% of the Company's share capital, are held by the H Shares shareholders; and (c) 360,000,000 shares, which represent 7.33% of the Company's share capital, are held by the A Shares shareholders."
3. The original Article 23 of the existing Articles of Association provides the following:
"The registered capital of the Company shall be RMB4,918,400,000. The Company shall register its registered capital with the state industry and commerce department and make the necessary filings with the companies approving department authorized by the State Council and the State Council’s securities authorities."
The above paragraph is to be amended as follows:
"The registered capital of the Company shall be RMB4,912,016,000. The Company shall register its registered capital with the state industry and commerce department and make the necessary filings with the companies approving department authorised by the State Council and the State Council’s securities authorities."
By order of the Board
Yanzhou Coal Mining Company Limited
Chairman of the Board Li Xiyong
Zoucheng, Shandong Province, the PRC 29 March 2016
As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Yin Mingde, Mr. Wu Yuxiang, Mr. Zhang Baocai, Mr. Wu Xiangqian and Mr. Jiang Qingquan, and the independent non-executive directors of the Company are Mr. Wang Lijie, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Xue Youzhi.