CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2001

Apr 23, 2001

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)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Yanzhou Coal Mining Company Limited (the “Company”) will be held at 8:00 am on 15th June, 2001 at 2nd Floor Conference Room, Zong He Building, 40 Fushan Road, Zoucheng, Shandong Province 273500, People’s Republic of China (“PRC”):

1. to consider and approve the working report of the Board of Directors of the Company for the year ended 31st December, 2000;

2. to consider and approve the working report of the Supervisory Committee of the Company for the year ended 31st December, 2000;

3. to consider and approve the audited financial statements of the Company as at and for the year ended 31st December, 2000;

4. to consider and approve the proposed profit distribution plan and the final dividend distribution plan of the Company for the year ended 31st December, 2000, and to authorize the Board of Directors of the Company to distribute such dividend to shareholders;

5. to determine the remuneration of the Directors and Supervisors of the Company for the year ended 31st December, 2001;

6. to consider and approve the appointment of Deloitte Touche Tohmatsu (certified public accountants in Hong Kong) and Deloitte Touche Tohmatsu Shanghai CPA (registered accountants in the PRC (excluding Hong Kong)) as the Company’s international and domestic auditors, respectively, to hold office until the conclusion of the following annual general meeting, and to authorise the Board of Directors of the Company to determine their remuneration;

7. to consider and, by way of special resolution, authorise the Board of Directors of the Company to, inter alia:

(a) issue, allot, and deal with additional Domestic shares or H shares of the Company (not exceeding 20 per cent of the aggregate nominal amount of each of the Domestic Shares and H Shares in issue as at the date of passing of the shareholders’ special resolution); and

(b) amend the Company’s Articles of Association accordingly, subject to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limtied and the PRC Company Law (including all the amendments implemented from time to time) as well as approval from the relevant PRC government authorities;

1. to consider and approve proposals (if any) put forward at such meeting by any shareholder(s) holding 5 per cent or more of the shares carrying the right to vote at such meeting.

By Order of the Board of Directors

Zhao Jingche

Chairman

Zoucheng, Shandong, PRC, 20th April, 2001

Notes:

(A) Holders of the Company’s overseas listed foreign invested shares (in the form of H Shares) whose names appear on the Company’s Register of Members which is maintained by Hong Kong Securities Registrars Limited at the close of business on 16th May, 2001 are entitled to attend the Annual General Meeting after completing the registration procedures for attending the meeting.

(B) Holders of H shares, who intend to attend the Annual General Meeting, must deliver the written replies for attending the Annual General Meeting to the Office of the Secretary of the Board of Directors of the Company no later than 25th May 2001. In addition to the foregoing:

(1) Such holders of H shares shall deliver copies of instruments of transfer, share certificates and their own identity cards to the Office of Secretary of Board of Directors of the Company; and

(2) In case such holders are not represented by authorized representatives, they shall also deliver their powers of attorney and copies of the attorney’s documents of identity to the registered address of the Company.

Shareholders can deliver the necessary documents for registration by the Company in person, by post or by facsimile. Upon receipt of such documents, the Company will complete the registration procedures for attending the Annual General Meeting and despatch copies of Annual General Meeting admission cards to shareholders by post or facsimile. When attending the Annual General Meeting, shareholders or their proxies may exchange copies or facsimile copies of the Annual General Meeting admission cards for the original Annual General Meeting admission cards.

(C) Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

40 Fushan Road

Zoucheng

Shandong Province 273500

PRC

Tel: 86-537-538-3310

Fax: 86-537-538-3311

(D) Each shareholder of H shares who has the right to attend and vote at the Annual General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Annual General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. For holders of H shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Hong Kong Securities Registrars Limited no less than 24 hours before the time appointed for the holding of the Annual General Meeting in order for such documents to be valid.

(E) The H share Register will be closed from 16th May 2001 to 15th June 2001(both days inclusive), during which time no transfer of H shares will be registered. Holders of H shares who wish to attend the Annual General Meeting and qualify for entitlement to the 2000 dividend of RMB0.082 per share (including taxation) referred to above must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Hong Kong Securities Registrars Limited by no later than 4:00 p.m. on 15th May, 2001.

Hong Kong Securities Registrars Limited’s address is as follows:

2nd Floor, Vicwood Plaza

199 Des Voeux Road Central

Hong Kong

(F) The Annual General Meeting is expected to last half a day. Shareholders attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.

Please also refer to the published version of this announcement in the SCMP dated 23/4/2001.