CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2013

Mar 25, 2013

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 Ended 31 December 2012

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

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I/We [(note][2)] , Address [(note][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 [(note][3)] the Chairman of the 2012 annual general meeting of the Company (the “AGM”)

or

of as

my/our proxy/proxies to attend on my/our behalf at the AGM (and/or at any adjournment thereof) to be held at the Audio-Visual Conference Room, 329 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 9:00 a.m. on Wednesday, 15 May 2013. The proxy/proxies will vote on the resolutions listed in the Notice of AGM as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

					FOR (note 4)		AGAINST _(note _	AGAINST _(note _	4) ABSTAIN _(note _	4) ABSTAIN _(note _	4) ABSTAIN _(note _	4)
	**AS **	ORDINARY RESOLUTION
	1	To consider and approve the working report of the board of
		directors of the Company for the year ended 31 December
		2012.
	2	To consider and approve the working report of the
		supervisory committee of the Company for the year ended 31
		December 2012.
	3	To consider and approve the audited financial statements of
		the Company and its subsidiaries as at and for the year ended
		31 December 2012.
	4	To consider and approve the proposed profit distribution plan
		of the Company for the year ended 31 December 2012 and to
		authorize the Board to distribute an aggregate cash dividend
		of RMB 1.7706 billion (tax inclusive), equivalent to RMB
		0.36 (tax inclusive) per Share to the Shareholders.
	5	To consider and approve the remuneration of the Directors
		and supervisors of the Company for the year ending 31
		December 2013.
	6	To consider and approve the “Proposal in relation to the
		renewal of the liability insurance of Directors, supervisors
		and senior officers”.
	7	To consider and approve the “Proposal in relation to the
		re-appointment and remuneration of external auditing firms
		for the year 2013”.

FOR [(note][4)] AGAINST [(note][4)] ABSTAIN [(note][4)]

AS SPECIAL RESOLUTION

	**AS **	SPECIAL RESOLUTION
	8	To consider the “Proposal in Relation to the Amendments to
		the Articles of Association of Yanzhou Coal Mining Company
		Limited (the “Articles of Association”), Amendments to the
		Rules of Procedures for Shareholders’ General Meeting of
		Yanzhou Coal Mining Company Limited (the “Rules of
		Procedures for Shareholders’ General Meeting”) and
		Amendments to the Rules of Procedure for the Board of
		Yanzhou Coal Mining Company Limited (the “Rules of
		Procedures for the Board”), and upon approval of the
		following 8.1 and 8.2, to authorize any of the directors of the
		Company to make further adjustments to the amendments
		below at his/her discretion with reference to the requirements
		of the relevant authorities and to seek approval and make the
		relevant filing, if applicable, with the relevant authorities of
		the PRC.
	8.1	To consider and approve the amendments to the Articles of
		Association in relation to the provisions regarding profit
		distribution.
	8.2	To consider and approve the amendments to the Articles of
		Association, the Rules of Procedures for Shareholders’
		General Meeting and the Rules of Procedures for the Board in
		relation to the decision-making procedures for approving the
		mutual provision of loans among overseas subsidiaries.
	9	To consider and approve the “Proposal to authorize the
		Company to carry out domestic and overseas financing
		activities”.
	10	To consider and approve the “Proposal for the provision of
		guarantees to the Company’s wholly-owned subsidiaries”.
	11	To consider and approve the “Proposal regarding the general
		mandate authorizing the Board to issue H Shares”.
	12	To consider and approve the “Proposal regarding the general
		mandate authorizing the Board to repurchase H Shares”.

Signature [(note][5)] :

Date:

2013

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 AGM is to be appointed as proxy, please delete “the Chairman of the 2012 annual 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. A proxy 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 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 voting on any resolution, tick in the box marked “ ABSTAIN ”, and your voting will be counted in the total number of votes cast in that resolution for the purpose of calculating the result of that resolution. 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 AGM other than those referred to in the notice convening the AGM.

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 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof.

7. A proxy attending the AGM must present his proof of identity.