CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2019

Apr 8, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

NOTICE OF 2019 SECOND CLASS MEETING OF THE HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the 2019 second class meeting of the holders of H shares (the “ H Shareholders’ Class Meeting ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) will be held at 11:00 a.m. on Friday, 24 May 2019 at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thought fit, passing the following resolution of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the announcement in relation to the resolutions passed at the board of directors dated 29 March 2019 (the “ Announcement ”)). The details of the following resolution are included in the Announcement:

Special Resolution

“ THAT ,

To consider and approve the Proposal regarding the general mandate authorizing the Board to repurchase H shares:

• (a) subject to paragraphs (b) and (c) below, the Relevant Period (as defined in paragraph (e) below) during which the Board may exercise the power of the Company to repurchase the issued H shares on The Stock Exchange of Hong Kong Limited, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, The Stock Exchange of Hong Kong Limited or of any other governmental or regulatory body be and is hereby approved;

• (b) the aggregate number of H shares authorized to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H shares in issue of the Company as at the date of the passing of this resolution;

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• (c) the approval in paragraph (a) above shall be conditional upon:

  • (i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the 2018 annual general meeting to be held on 24 May 2019 (or on such adjourned date as may be applicable) and the class meeting for holders of A shares to be held on 24 May 2019 (or on such adjourned date as may be applicable) for such purpose;

  • (ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

  • (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the relevant provisions in relation to reduction of share capital in the Articles of Association of the Company (the "Articles of Association");

• (d) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H shares being granted, the Board be hereby authorized to:

  • (i) amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H shares as contemplated in paragraph (a) above; and

  • (ii) file the amended Articles of Association with the relevant governmental authorities of the PRC.

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• (e) for the purpose of this special resolution, “ Relevant Period ” means the period starting from the passing of this special resolution and ending at the earliest of the following:

  • (i) the conclusion of the next annual general meeting following the passing of this special resolution;

  • (ii) the expiration of a 12-month period following the passing of this special resolution; or

  • (iii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of holders of H shares or holders of A shares at their respective class meetings.”

By order of the Board

Yanzhou Coal Mining Company Limited Li Xiyong Chairman

• Zoucheng, Shandong, the PRC 8 April 2019

As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Wu Yuxiang, Mr. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent nonexecutive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.

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Notes:

1. Eligibility for attending the H Shareholders’ Class Meeting

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 of H shares which is maintained by Hong Kong Registrars Limited at the close of business on Tuesday, 23 April 2019 are entitled to attend the H Shareholders’ Class Meeting after completing the registration procedures for attending the H Shareholders’ Class Meeting. Holders of H shares, who intend to attend the H Shareholders’ Class Meeting, must deliver the completed reply slips for attending the H Shareholders’ Class Meeting to the Office of the Secretary to the Board no later than Friday, 3 May 2019. Shareholders can deliver the necessary documents for registration to the Company in person, by post or by facsimile. Further details of the requirements of the instrument appointing the proxies are set out in note 2 below.

2. Proxy

Each holder of H Shares who has the right to attend and vote at the H Shareholders’ Class 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 H Shareholders’ Class Meeting. The proxies 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 authorized in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized. For holders of H Shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Hong Kong Registrars Limited (17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) no less than 24 hours before the time appointed for the holding of the H Shareholders’ Class Meeting or any adjournment thereof in order for such documents to be valid.

3. Closure of register of members

The H Share register of members of the Company will be closed from Wednesday, 24 April 2019 to Friday, 24 May 2019 (both days inclusive), during which period no transfer of the Company’s H Shares will be registered. In order to attend the H Shareholders’ Class Meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday 23 April 2019 for registration.

4. Miscellaneous

• (1) Shareholders attending the H Shareholders’ Class Meeting are responsible for their own transportation and accommodation expenses.

• (2) All voting at the H Shareholders’ Class Meeting will be conducted by onsite poll.

• (3) Details of the Office of the Secretary to the Board are as follows:

298 South Fushan Road Zoucheng Shandong Province 273500 PRC Tel: 86-537-5382319 Fax: 86-537-5383311

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