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CStone Pharmaceuticals Governance Information 2018

Jun 29, 2018

50715_rns_2018-06-29_bc6d3dba-0c3f-4193-bd17-0ad7df8deda0.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 (“ PRC ”) with limited liability) (Stock Code: 1171)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The proposal in relation to the proposed amendments to the articles of association (the “ Articles of Association ”) of Yanzhou Coal Mining Company Limited(the“ Company ”) was approved in the fifteenth meeting of the seventh session of the board of directors of the Company(the “ Board ”), and the Board agreed submit the same to the extraordinary general meeting of the Company for consideration and approval.

The Company proposed to amend the Articles of Association in accordance with therevisionmade by The Stock Exchange of Hong Kong Limited (the“ Hong Kong Stock Exchange ”) to the calculating method of total market capitalisation for PRC“A+H shares” listed companies in determining the consideration ratio pursuant to Article 14.07(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,and with the actual operating conditions of the Company taken into account.

Details of the proposed amendments to the Articles of Association are set out as follows:

1. The original Paragraph 2 of Article 12 of the Articles of Association

“The business scope of the company includes: selection and sale of coal (among others, the export of coal should be made through companies with coal export right according to the existing state regulations); transportation of goods through self-owned railway within the mining area; transportation of goods through highway; operation of ports; manufacture, sale, lease, repair, installation and dismantlement of machinery and equipments in the mining area; production and sale of other mining materials; sale and lease of electronic equipments and sale of parts; sale of metallic materials, electronic products, construction materials, timber, rubber products and methanol; composition of mining, science and technological services; property development within the mining areas, property leasing and provision of services such as dining and accommodation; production and sale of coal residual stones as construction materials; sale of coke and iron ore; import and export of goods and technology; warehousing; automobile repairs; labour dispatch; property management service, landscaping, sewage treatment; heat supply.”

The above paragraph is proposed to be amended as follows:

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“The business scope of the company includes: selection and sale of coal(among others, the export of coal should be made through companies with coal export right according to the existing state regulations); outbound investment, management and operation using the company's own fund; investment consulting; commission business; transportation of goods through self-owned railway within the mining area; transportation of goods through highway; operation of ports; manufacture, sale, lease, repair, installation and dismantlement of machinery and equipments in the mining area; production and sale of other mining materials; sale and lease of electronic equipments and sale of parts;leasing of construction mechanical equipment; sale of metallic materials, electronicproducts, construction materials, timber, rubber products and methanol;production and sale of cold patch, soap, anchoring agent and coat; composition of mining, science and technological services; mining rescue technology services; propertydevelopment within the mining areas, property leasing and provision ofservices such as dining and accommodation; production and sale of coalresidual stones as construction materials; sale of coke, iron oreand nonferrous metals; importand export of goods and technology; warehousing; automobile repairs; labourdispatch; propertymanagement service, landscaping, sewage treatment; heat supply; industrial tourism; corporate training (skills training for first aid team members, manufacturing technology training, safety training); school running for technician education and adult continuing education; - measurement examination, physical and chemical inspection, non destructive testing, analytical testing, manufacturing safety testing and inspection; project investment; asset management; corporate management; investment management; corporate management consulting; corporate planning and design; market investigation; economic and trade consulting; technology promotion, technology services; sale of lubricating oil, lubricating grease, chemical raw material and chemical engineering products (excluding dangerous chemical products), coat, labour protection products, spinning products, cultural and educational products, plastic products, instruments and apparatuses, cement and fire-resistant materials and products.”

2. The original Subparagraph 2, Paragraph 1of Article 171 of the Articles of Association

“a single transaction of which the completion consideration (including liabilities and expenses) accounts for more than 10% and below 50% of the Company's latest audited net asset value prepared in accordance with the PRC GAAP; or more than 5% and less than 25% of the total market capitalization of the Company (which is calculated by the average closing price of the Company’s shares as stated in the Hong Kong Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of a transaction);”

The above paragraph is proposed to be amended as follows:

“a single transaction of which the completion consideration (including liabilities and expenses) accounts for more than 10% and below 50% of the Company's latest audited net asset value prepared in accordance with the PRC GAAP; or more than 5% and less than 25% of the total market capitalization of the Company (which is calculated by the respective average closing price of the Company’s relevant class shares for the five business days immediately preceding the date of the transaction);”

3. The original Subparagraph 2, Paragraph 1of Article 190 of the Articles of Association

“a single transaction of which the completion consideration (including liabilities and expenses) accounts for less than 10% of the Company's latest audited net asset value prepared in accordance with the PRC GAAP; or less than 5% of the total market capitalization of the Company (which is calculated by the average closing price of the Company’s shares as stated in the Hong Kong Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of the transaction);”

The above paragraph is proposed to be amended as follows:

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“a single transaction of which the completion consideration (including liabilities and expenses) accounts for less than 10% of the Company's latest audited net asset value prepared in accordance with the PRC GAAP; or less than 5% of the total market capitalization of the Company (which is calculated by the respective average closing price of the Company’s relevant class shares for the five business days immediately preceding the date of the transaction);”

The notice of general meeting and a circular (if applicable) containing, among other matters, details of the proposed amendments to the Articles of Association and the convening of the extraordinary general meeting will be despatched to the shareholders of the Company as soon aspracticable.

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

Zoucheng, Shandong Province, the PRC 29 June 2018

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. GuoDechun,Mr. Zhao Qingchun and Mr. Guo Jun, and the independent non-executive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.

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