CStone Pharmaceuticals — Governance Information 2020

Mar 27, 2020

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 AND RULES OF PROCEDURES FOR SHAREHOLDERS' GENERAL MEETING

In accordance with the amendments of the laws and regulations in the People's Republic of China as well as the operation needs of Yanzhou Coal Mining Company Limited (the " Company ") and its subsidiaries, for the purpose of maintaining consistency with applicable laws and regulations, the proposal in relation to the amendments to the Articles of Association of Yanzhou Coal Mining Company Limited (the " Articles of Association ") and the Rules of Procedures for Shareholders' General Meeting of Yanzhou Coal Mining Company Limited (the " Rules of Procedures for Shareholders' General Meeting ") were approved at the thirty-second meeting of the seventh session of the board of directors of the Company (the " Board "). The Board agreed to submit the same to the 2019 annual general meeting of the Company for discussion and consideration.

Details of the amendments are set out as follows:

I. Amendments to the Articles of Association

1. The original Article 12 of the Articles of Association

"Article 12 The Company's scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.

The business scope of the company includes: …transportation of goods through self-owned railway within the mining area; transportation of goods through highway; operation of ports; … (Items which need approvals according to the laws shall be subject to the approvals of relevant authorities before operation activities can be carried out)."

The above paragraphs are proposed to be amended as follows:

"Article 12 The Company's scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.

The business scope of the company includes: …transportation of goods through self-owned railway within the mining area; maintenance and repair of equipment and facilities of specialized railway; technology consultation and services for specialized railway route; transportation of goods through highway; operation - of ports; …sale and manufacture of fireproof and fire extinguishing materials; sale and manufacture of

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industrial digital printing equipment (Items which need approvals according to the laws shall be subject to the approvals of relevant authorities before operation activities can be carried out)."

2. The original Article 46 of the Articles of Association

"Article 46 No change may be made in the register of shareholders as a result of a transfer of shares within thirty (30) days prior to the date of a shareholders' general meeting or within five (5) days before the record date for the Company's distribution of dividends."

The above paragraph is proposed to be amended as follows:

"Article 46 Where the laws, regulations and regulatory rules of the places where the Company's shares are listed stipulate the period of closure of the register of shareholders before the date of a shareholders' general meeting or the record date for the Company's distribution of dividends, such laws, regulations and regulatory rules shall prevail. "

3. The original Article 85 of the Articles of Association

"Article 85 Unless otherwise provided by the relevant laws and regulations, the listing rules issued at the listing place of the Company and the Articles of Association in respect of the means of receipt of corporate communication, when the Company convenes a shareholders' general meeting, written notice of the meeting - ’ shall be given forty five (45) days before the date of the meeting (when calculating the 45 days period, the date on which the meeting is held shall not be included) to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty (20) days before the date of the meeting."

The above paragraph is proposed to be amended as follows:

"Article 85 Unless otherwise provided by the relevant laws and regulations, the listing rules issued at the listing place of the Company and the Articles of Association in respect of the means of receipt of corporate communication, when the Company convenes a shareholders' general meeting, written notice of the meeting shall be given twenty (20) business days before the date of an annual general meeting and ten (10) business days or fifteen (15) days before the date of an extraordinary meeting (whichever is longer) (when calculating the relevant period, the date on which the notice is given and the date on which the meeting is held shall not be included) to notify all of the shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting within the period specified in the notice of the meeting."

4. The original Article 87 of the Articles of Association

"Article 87 …For the holders of Domestic-Invested Shares, notice of the meetings may also be issued by way of public announcement.

The public announcement referred to in the preceding paragraph shall be published in one (1) or more national - newspapers designated by the State Council Securities Policy Committee within the interval of forty five (45) days to fifty (50) days before the date of the meeting; after the publication of such announcement, the holders of Domestic-Invested Shares shall be deemed to have received the notice of the relevant shareholders' general meeting."

The above paragraphs are proposed to be amended as follows:

"Article 87 …For the holders of Domestic-Invested Shares, notice of the meetings may also be issued by way of public announcement.

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The public announcement referred to in the preceding paragraph shall be published in one (1) or more national newspapers designated by the State Council Securities Policy Committee twenty (20) business days before the date of an annual general meeting and ten (10) business days or fifteen (15) days before the date of an extraordinary general meeting (whichever is longer) (when calculating the relevant period, the date on which the notice is given and the date on which the meeting is held shall not be included) after the publication of such announcement, the holders of Domestic-Invested Shares shall be deemed to have received the notice of the relevant shareholders' general meeting."

5. The original Article 90 of the Articles of Association

"Article 90 The Company shall, based on the written replies which it receives from the shareholders twenty (20) days before the date of the shareholders' general meeting, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting amount to more than one-half of the Company's total voting shares, the Company may hold the meeting; if not, then the Company shall, within five (5) days, notify the shareholders by way of public announcement the matters to be considered at, and the place and date for, the meeting. The Company may then hold the meeting after publication of such announcement."

The above paragraph is proposed to be amended as follows:

To be deleted.

6. The original Article 145 of the Articles of Association

"Article 145 …Written notice of a class meeting shall be given to all shareholders who are registered as - holders of that class in the register of shareholders forty five (45) days before the date of the class meeting. …A shareholder who intends to attend the class meeting shall deliver his written reply in respect thereof to the Company twenty (20) days before the date of the class meeting.

If the shareholders who intend to attend such class meeting represent more than half of the total number of shares of that class which have the right to vote at such meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days give the shareholders further notice of the matters to be considered, the date and the place of the class meeting by way of public announcement. The Company may then hold the class meeting after such public announcement has been made."

The above paragraphs are proposed to be amended as follows:

"Article 143 …Written notice of a class meeting shall be given to all shareholders with reference to the notice period of an annual general meeting or an extraordinary general meeting. …A shareholder who intends to attend the class meeting shall deliver his written reply in respect thereof to the Company within the period specified in the notice of the meeting."

II. Amendments to the Rules of Procedures for Shareholders' General Meeting

1. The original Article 31 of the Rules of Procedures for Shareholders' General Meeting

"Article 31 When the Company convenes a shareholders’ general meeting, written notice of the meeting shall - ’ be given forty five (45) days before the date of the meeting (when calculating the 45 days period, the date on which the meeting is held shall not be included) "

The above paragraph is proposed to be amended as follows:

"Article 31 When the Company convenes an annual general meeting, written notice of the meeting shall be given twenty (20) business days before the date of the meeting; when the Company convenes an extraordinary meeting, written notice of the meeting shall be given ten (10) business days or fifteen (15) days before the

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date of the meeting (whichever is longer) (when calculating the relevant period, the date on which the notice is given and the date on which the meeting is held shall not be included)."

2. The original Article 33 of the Rules of Procedures for Shareholders' General Meeting

"Article 33 Any shareholder intending to attend the meeting shall deliver to the Company a written reply showing his intention to attend not less than twenty (20) days before the meeting.

The Company shall calculate the number of voting shares represented by the shareholders who have indicated their intention to attend the shareholders’ general meeting based on the written replies received not less than twenty (20) days before the meeting. Where the number of such voting shares reaches half of the Company’s total number of such shares, the Company may convene the shareholders’ general meeting. Otherwise, the Company shall, within five (5) days, inform the shareholders again of the matters to be considered, the date and the venue of the meeting by way of public announcement. After making the announcement, the shareholders’ general meeting may be convened)."

The above paragraphs are proposed to be amended as follows:

"Article 33 Any shareholder intending to attend the meeting shall deliver to the Company a written reply showing his intention to attend within the period specified in the notice of the meeting."

Other clauses in the Company's Articles of Association and the Rules of Procedure for Shareholders' General Meeting shall be renumbered to the extent of reflecting the changed order as a result of the amendments.

A circular containing, among other matters, details of the proposed amendments to the Articles of Association and the Rules of Procedure for Shareholders' General Meeting, together with the details of the annual general meeting, will be dispatched to the shareholders of the Company as soon as practicable.

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

Zoucheng, Shandong Province, the PRC 27 March 2020

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. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent nonexecutive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.

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