CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2009

Sep 14, 2009

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 Extraordinary General Meeting to be held on Friday, 30 October 2009

The Number of Shares Represented by the Proxy Form[1] I/We[2] , of[2] : , being the registered holder(s) of H shares of RMB 1.00 each in the capital of Yanzhou Coal Mining Company Limited (the “Company”), HEREBY APPOINT[3] the Chairman of the Extraordinary General Meeting or of

as my/our proxy/proxies to attend on my/our behalf at the Extraordinary General Meeting of the Company (and/or at any adjournment thereof) to be held at 9:00 a.m. on Friday, 30 October 2009 at the Conference Room of Wai Zhao Building, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China. The proxy/proxies will vote on the resolutions listed in the Notice of Extraordinary General Meeting as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/ proxies think(s) fit:

AS SPECIAL RESOLUTIONS FOR[4] AGAINST[4] ABSTAIN[4] 1. “ That a. the acquisition of 100% equity interest in Felix Resources Limited by the Company by way of a scheme of arrangement through Austar Coal Mine Pty Limited, a wholly-owned subsidiary of Yancoal Australia Pty Limited (“Yancoal Australia Pty”), a wholly-owned subsidiary of the Company (the “Transaction”) be and is hereby approved; and b. all resolutions passed at the EGM shall be valid for a period of 12 months from the date of passing.”

1. “ That

the Material Asset Restructuring Report of the Company containing, inter alia, the following matters in relation to the Transaction, namely (1) the method of acquisition, the subject matter of and the counterparty to the Transaction; (2) the consideration; (3) the method or basis for determining the consideration; (4) the contractual obligations and the liabilities for breach of contract in respect of the transfer of title relating to the shares to be acquired; and (5) the conditions precedent and the effective date of the Transaction be and is hereby approved.”

1. “ That

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the financing arrangement in respect of the satisfaction of the consideration for the Transaction in the amount of AUD3,333 million (equivalent to approximately RMB18,951 million) to be satisfied by way of bank loans to be provided by Bank of China, Sydney Branch or a syndicate of banks led by Bank of China, Sydney Branch to be made in AUD- or USD-equivalent to the amount of RMB 20 billion; and the issuance of a letter of guarantee by Bank of China, Shandong Branch in favor of Bank of China, Sydney Branch at the request of and upon the application made by the Company to Bank of China, Shandong Branch; and the provision of the counter-guarantee by the controlling shareholder of the Company, Yankuang Group Corporation Limited, to the Company be and are hereby approved.”

4. “ That

the board of directors (the “Board”) of the Company and Mr. Wu Yuxiang and Mr. Zhang Baocai, being the directors of the Company, be and are hereby unconditionally and generally authorised to take any action and further actions on behalf of the Company as they consider necessary, appropriate, desirable or expedient in connection with the Transaction in accordance with the requirements of relevant regulatory authorities and the requirements of the Transaction itself, including, without limitation, executing and delivering any and all agreements, documents and instruments, if any, to execute and/or perform all necessary and ancillary actions with respect to the Transaction and to perfect the Transaction, making any amendments, revisions, supplements or waivers of any matters in relation to, or in connection with or incidental to, the Transaction which they consider are in the interest of the Company, provided that such amendments, revisions, supplements or waivers shall not result in a material change to the terms of the Transaction; and any or all past actions by the Board which they may deem or have deemed in their sole discretion to be necessary with respect to any of the matters contemplated by this resolution be and are hereby authorised, approved, if necessary, ratified and confirmed.”

Signature[7] :

Date: 2009

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 the person other than the Chairman of the Extraordinary General Meeting is to be appointed as proxy, please delete “the Chairman of the Extraordinary General Meeting or” and insert into the blank space the name and address of the proxy appointed. Each shareholder is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy need not be a shareholder. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.

4. Important : If you wish to vote for any resolution, tick in the box marked “ FOR ”. If you wish to vote against any resolution, tick in the box marked “ AGAINST ”. If you wish to abstain from any resolution, tick in the box marked “ ABSTAIN ”. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary 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 organisation, 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 at Room No. 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof.

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