CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2002

Mar 5, 2002

兗州煤業股份有限公司

Yanzhou Coal Mining Company Limited

(A Sino-foreign joint stock limited company incorporated in the People's Republic of China with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Extraordinary General Meeting") of Yanzhou Coal Mining Company Limited (the "Company") will be held at 10 a.m on 22nd April, 2002 at 2nd Floor Conference Room, Zong He Building, 40 Fushan Road, Zoucheng, Shandong Province (Postal Code 273500), the People's Republic of China ("PRC") to consider and, if thought fit, to pass the following resolutions:

Special RESOLUTION

1. "THAT the amendments of the articles of association of the Company (a copy of which has been produced to this Extraordinary General Meeting marked "A" and initialed by the chairman of this Extraordinary General Meeting for the purpose of identification) proposed by the board of directors of the Company (the "Board") at a Board meeting held on 4th March, 2002 (the "Board Meeting"), details of which have been set out in the announcement of the Company published on 5th March, 2002, be and are hereby approved, AND THAT the Board be and is hereby authorised to do all things in connection with the amendments."

ordinary RESOLUTIONS

1. "THAT the 11 persons, namely Mo Liqi, Yang Deyu, Geng Jiahuai, Wang Bangjun, Yu Xuezhi, Yang Jiachun, Wu Yuxiang, Dong Yunqing, Fan Weitong, Cui Jianmin and Wang Xiaojun, nominated by the Board to be the candidates for directors of the Company for a term of three (3) years commencing from the conclusion of this Extraordinary General Meeting at which this resolution is passed be and are hereby appointed as the directors of the Company."

2. "THAT the 4 persons, namely Meng Xianchang, Xiao Shuzhang, Zhang Shengdong and Liu Weixin, nominated by the supervisory committee of the Company to be the candidates for supervisors of the Company for a term of three (3) years commencing from the conclusion of Extraordinary General Meeting at which this resolution is passed be and are hereby appointed as the supervisors of the Company."

By order of the board of directors of

Yanzhou Coal Mining Company Limited

Zhao Jingche

Chairman of the Board

PRC, Shandong Province, 4th March, 2002

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 Registrars Limited (the "Registrar") at the close of business on 22nd March, 2002 are entitled to attend the Extraordinary General Meeting after completing the registration procedures for attending the Extraordinary General Meeting.

(B) Holders of H Shares, who intend to attend the Extraordinary General Meeting, must deliver the written replies for attending the Extraordinary General Meeting to the Office of the Secretary to the Board of Directors of the Company no later than 1st April, 2002. 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 the Secretary to the Board of Directors of the Company.

(2) In case such holders are represented by authorised representatives, they shall also deliver their powers of attorney and copies of the attorney's documents of identity to the Office of the Secretary to the Board of Directors 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 Extraordinary General Meeting and despatch copies of Extraordinary General Meeting admission cards to shareholders by post or facsimile. When attending the Extraordinary General Meeting, shareholders or their proxies may exchange copies or facsimile copies of the Extraordinary General Meeting admission cards for the original Extraordinary General Meeting admission cards.

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

Address: 40 Fushan Road, Zoucheng, Shandong Province 273500 PRC

Tel: 86-537-538-3310

Fax: 86-537-538-3311.

(D) Each holder of H shares who has the right to attend and vote at the Extraordinary 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 Extraordinary 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 appointer or his attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of any director or attorney duly authorised. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified. For holders of H shares, the power of attorney or other documents of authorisation and proxy forms must be delivered to the Registrar no less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting in order for such documents to be valid.

(E) The H share register will be closed from 23rd March, 2002 to 22nd April, 2002 (both days inclusive), during which time no transfer of H shares will be registered. Holders of H shares who wish to attend the Extraordinary General Meeting must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates to the Registrar by no later than 4:00 p.m. on 22nd March, 2002. The Registrar's address is as follows: 2nd Floor, Vicwood Plaza,199 Des Voeux Road Central, Hong Kong.

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

(G) A copy of the proposed amendments to the articles of association of the Company will be available for inspection during normal business hours at Baker & McKenzie, 14th Floor, Hutchison House, 10 Harcourt Road, Hong Kong from the date of this notice up to and including 22nd April, 2002.

Please also refer to the published version of this announcement in the South China Morning Post dated 5 March 2002.