CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2021

Jan 13, 2021

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 2021 First Extraordinary General Meeting to be Held on Friday, 5 February 2021

The Number of Shares Represented by the form of proxy [(note][1)]

I/We [(note][2)] , Address [(note][2)] being the registered holder(s) of (note 1) 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 2021 first extraordinary general meeting of the Company (the “ EGM ”) or of as my/our proxy/proxies to attend on my/our behalf at the EGM (and/or at any adjournment thereof) to be held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 8:30 a.m. on Friday, 5 February 2021. The proxy/proxies will vote on the resolutions listed in the notice of EGM as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

		RESOLUTIONS		FOR(note 4)	FOR(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)
		Ordinary Resolutions
	1.	“THAT, to consider and approve each of the following Proposed Yankuang
		Continuing Connected Transaction Agreements and their respective annual
		caps.
	1.01	Approve the entering into of the Proposed Provision of Materials Supply
		Agreement by the Company with Yankuang Group for a term of three years,
		the continuing connected transactions contemplated thereunder and the
		relevant annual caps;
	1.02	Approve the entering into of the Proposed Mutual Provision of Labour and
		Services Agreement by the Company with Yankuang Group for a term of
		three years, the continuing connected transactions contemplated thereunder
		and the relevant annual caps;
	1.03	Approve the entering into of the Proposed Provision of Insurance Fund
		Administrative Services Agreement by the Company with Yankuang Group
		for a term of three years, the continuing connected transactions contemplated
		thereunder and the relevant annual caps;
	1.04	Approve the entering into of the Proposed Provision of Products, Materials
		and Assets Leasing Agreement by the Company with Yankuang Group for a
		term of three years, the continuing connected transactions contemplated
		thereunder and the relevant annual caps;
	1.05	Approve the entering into of the Proposed Bulk Commodities Sale and
		Purchase Agreement by the Company with Yankuang Group for a term of
		three years, the continuing connected transactions contemplated thereunder
		and the relevant annual caps;
	1.06	Approve the entering into of the Proposed Entrusted Management Agreement
		by the Company with Yankuang Group for a term of three years, the
		continuing connected transactions contemplated thereunder and the relevant
		annual caps; and
	1.07	Approve the entering into of the Proposed Finance Lease Agreement by the
		Company with Yankuang Group for a term of three years, the continuing
		connected transactions contemplated thereunder and the relevant annual
		caps.”

			RESOLUTIONS			FOR(note 4)	FOR(note 4)	FOR(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)	AGAINST(note 4) ABSTAIN(note 4)
		2.	“THAT, to consider and approve each of each of the following Existing
			Glencore Continuing Connected Transaction Agreements and their respective
			annual caps (as the case maybe).
		2.01	Approve the renewal of the Existing Glencore Framework Coal Sales
			Agreement for a term of three years from 1 January 2021, the continuing
			connected transactions contemplated thereunder and the relevant annual caps;
		2.02	Approve the renewal of the Existing Glencore Framework Coal Purchase
			Agreement for a term of three years from 1 January 2021, the continuing
			connected transactions contemplated thereunder and the relevant annual caps;
		2.03	Approve the relevant annual caps of the Existing HVO Services Contract;
			and
		2.04	Approve the relevant annual caps of the Existing HVO Sales Contract.”
			Special Resolution
		3.	“THAT, to consider and approve the proposal in relation to the provision of
			financial guarantee to the Company’s controlled subsidiaries and invested
			companies.”

• The details of the above resolutions are included in the circular of the Company dated 13 January 2021 in relation to the continuing connected transactions and provision of financial guarantee to the Company’s controlled subsidiaries and invested companies.

Signature [(note][5)] :

Date:

Notes:

• Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as defined in the circular of the Company dated 13 January 2021 in relation to the continuing connected transactions and provision of financial guarantee to the Company’s controlled subsidiaries and invested companies.

• 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.

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

• If the person other than the Chairman of the EGM is to be appointed as proxy, please delete “the Chairman of the 2021 first extraordinary general meeting of the Company 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.

• 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 EGM other than those referred to in the notice convening the EGM.

• 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.

• 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 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 EGM or any adjournment thereof.

• A proxy attending the EGM must present his proof of identity.