CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2007

Apr 30, 2007

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)

Form of proxy for use at the Annual General Meeting for the year end 31st December, 2006

The Number of Shares Represented by the Proxy Form[1]

I/We[2] of[2] being the registered holder(s) of H shares of RMB1.00 each in the capital of Yanzhou Coal Mining Company Limited (the “Company”), HEREBY APPOINT[3] the Chairman of the Annual General Meeting or of as my/our proxy/proxies to attend on my/our behalf the Annual General Meeting of the Company (and/or at any adjournment thereof) to be held at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 8:30 a.m. on 15th June, 2007. The proxy/proxies will vote on the resolutions listed in the Notice of Annual General Meeting as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

	ORDINARY RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
1	to consider and approve the working report of the board of directors of the Company (the “Board”) for the year ended 31st December 2006;
2	to consider and approve the working report of the supervisory committee of the Company for the year ended 31st December 2006;
3	to consider and approve the audited financial statements of the Company as at and for the year ended 31st December 2006;
4	to consider and approve the proposed profit distribution plan (the cash dividend and special cash dividend distribution plans for year 2006) of the Company for the year ended 31st December 2006, and to authorize the Board to distribute such dividends to shareholders;
5	to determine the remuneration of the directors and supervisors of the Company for the year ending 31st December 2007;
6	to consider and approve the appointment of Deloitte Touche Tohmatsu (certified public accountants in Hong Kong) and Deloitte Touche Tohmatsu Certified Public Accountants Ltd. (certified public accountants in the PRC (excluding Hong Kong)) as the Company’s international and domestic auditors for the year 2007, respectively, to hold office until the conclusion of the next annual general meeting and to fix their remuneration;
	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
7	to consider and approve the resolution on amendments to business scope and the articles of association of the Company, and to authorize the Board to do all such things as necessary in connection with such amendments;(for details please refer to the Notice of the 2006 Annual General Meeting dated 26th April 2007, which has been dispatched to shareholders and published on the website of The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange)
8	to consider and approve the following resolution: “THAT: (a) the Board be and is hereby granted an unconditional general mandate to issue, allot and deal with additional H Shares in the share capital of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following terms: (i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period; (ii) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed 20 per cent of the number of H Shares in issue as at the date of the this resolution; and (iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
	(b) for the purposes of this resolution: “H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value RMB1.00 each, and which are held and traded in Hong Kong dollars; “Relevant Period” means the period from the passing of this resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; (ii) the expiration of a 12-month period following the passing of this resolution; or (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
	(c) contingent on the directors resolving to issue shares pursuant to subparagraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase in registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (a) of this resolution.”

Signature(s)[7] : Date: 2007

Notes:

1. Please insert the number of shares in the Company to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name.

2. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company.

3. If a person other than the Chairman of the Annual General Meeting is to be appointed as proxy, please delete “the Chairman of the Annual General Meeting or” and insert into the blank space the name(s) and address(es) of the proxy/proxies appointed. Each Shareholder is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy/proxies need not be (a) Shareholder(s). Proxies of a shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

4. Important : If you wish to vote for any resolution, tick the box marked “ FOR ”. If you wish to vote against any resolution, tick the box marked “ AGAINST ”. If you wish to abstain from a resolution, tick the appropriate box marked “ ABSTAIN ”. Failure to tick a box will entitle your proxy/proxies to cast your vote at his/their discretion. Your proxy/proxies will also be entitled to vote at his/their discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

5. This form of proxy must be signed by you (or by your attorney duly authorized in writing). If you are a legal entity such as a company or an organization, this form of proxy must be under the seal of the legal entity or be signed by its director (or responsible person) or a duly authorized attorney.

6. To be valid, this form of proxy, together with the power of attorney or other documents of authorization under which it is signed, must be delivered to Hong Kong Registrars Limited not less than 24 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.

7. A proxy attending the Annual General Meeting must present his proof of identity.