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CStone Pharmaceuticals Proxy Solicitation & Information Statement 2006

Feb 8, 2006

50715_rns_2006-02-08_31d3670b-a9ef-44ac-a60c-275779ab9c27.pdf

Proxy Solicitation & Information Statement

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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)

7 February 2006

To the shareholders

Dear Sir or Madam

NOTICE OF EGM PROXY FORM AND REPLY SLIP AND ADDITIONAL RESOLUTIONS AT THE EGM

By a circular dated 1 February 2006, we have provided you with information relating to the proposed continuing connected transactions between Yanzhou Coal Mining Company Limited (the “Company”) and Yankuang Group Corporation Limited (the “Parent Company”) for the three years ending 31 December 2008. In the circular, we have informed you that we will convene an extraordinary general meeting (the “EGM”) for the purpose of obtaining the approval of the independent shareholders of the Company on the resolutions relating to the proposed continuing connected transactions for the three years ending 31 December 2008.

We now enclose the following relating to the EGM:

  1. Notice of the EGM to be held on 24 March 2006;

  2. Reply slip; and

  3. Proxy form.

In addition to the matters relating to the proposed continuing connected transactions for the three years ending 31 December 2008 to be approved by you at the EGM, we would like to seek your approval for two other resolutions, which are:

  1. Proposed amendment to rule 20 of “The Procedural Rules of the Supervisory Committee of the Company” (Resolution 6 on the Notice of EGM)

The purpose of this amendment is to make the provision relating to the giving of notice for a meeting of the supervisory committee in “The Procedural Rules of the Supervisory Committee of the Company” consistent with the relevant provision in the Articles of Association of the Company.

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  1. Proposed amendment to paragraph 1 of Article 89 of the Articles of Association of the Company (Resolution 7 on the Notice of EGM)

The purpose of the amendment is to make the provision in paragraph 1 of Article 89 of the Articles of Association of the Company consistent with the relevant requirement of the Shanghai Listing Rules.

The Parent Company is entitled to vote in the above two resolutions, although it and its associates are not entitled to vote in the resolutions relating to the proposed continuing connected transactions for the three years ending 31 December 2008. As required by the Articles of Association of the Company, Resolution 7 will be passed by way of special resolution.

Please note that the EGM will be held on Friday, 24 March 2006 at 8.:30 a.m. at the Conference Room of Zong He Building, 298 South Fushan Road, Zhoucheng, Shandong Province.

Please read the circular dated 1 February 2006 before you vote on Resolutions 1 to 5.

If you intend to attend the EGM, please complete and return the enclosed reply slip to the office of the Secretary of the Board at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China in accordance with the instruction printed thereon as soon as possible and in any event no later than 3 March 2006.

Whether or not you are able to attend, please complete and return the enclosed proxy form in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event by not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof.

Completion and return of the proxy form will not preclude you from attending and voting at the EGM should you so wish.

Yours faithfully By order of the Board Yanzhou Coal Mining Company Limited Wang Xin Chairman of the Board

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