CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2024

Sep 30, 2024

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.

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兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED *

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 01171)

NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 first extraordinary general meeting (the “ EGM ”) of Yankuang Energy Group Company Limited* (the “ Company ”) will be held at 9:00 a.m. on Friday, 25 October 2024 at the headquarters of the Company at 949 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 resolutions of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 30 September 2024 (the “ Circular ”)). The details of the following resolutions are included in the Circular:

ORDINARY RESOLUTIONS

• (1) “ THAT, to consider and approve the Profit Distribution Proposal for Half Year of 2024 of the Company.”

• (2) To consider and approve each of the following ordinary resolutions

  • (2.01) “ THAT, to consider and approve the Proposed Mutual Provision of Labour and Services Agreement and its proposed annual caps thereunder.”

  • (2.02) “ THAT, to consider and approve the Proposed Provision of Insurance Fund Administrative Services Agreement and its proposed annual caps thereunder.”

  • (2.03) “ THAT, to consider and approve the proposed amendments to the existing annual caps for the transactions for the purchase of bulk commodities by the Group from the Shandong Energy Group and its associates under the Existing Bulk Commodities Sale and Purchase Agreement for the two financial years ending 31 December 2024 and 2025.”

• (3) “ THAT, to consider and approve the provision of internal loan to a connected subsidiary by the Company.”

• (4) “ THAT, to consider and approve the passive formation of external guarantees for the disposal of equity interest in a subsidiary by the Company.”

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SPECIAL RESOLUTION

(5) “ THAT, to consider and approve the amendments to the Articles of Association of the Company.”

By order of the Board Yankuang Energy Group Company Limited Li Wei* Chairman of the Board

Zoucheng, Shandong, the PRC 30 September 2024

As at the date of this announcement, the Directors of the Company are Mr. Li Wei, Mr. Liu Jian, Mr. Liu Qiang, Mr. Zhang Haijun, Mr. Su Li and Mr. Huang Xiaolong, and the independent non-executive Directors of the Company are Mr. Peng Suping, Mr. Zhu Limin, Mr. Woo Kar Tung, Raymond and Ms. Zhu Rui.

• For identification purpose only

Notes:

1. Eligibility for attending the EGM

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 Thursday, 17 October 2024 are entitled to attend the EGM. 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 EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM. 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 EGM 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, for the purpose of determining Shareholders’ entitlement to attend the EGM, from Friday, 18 October 2024 to Friday, 25 October 2024 (both days inclusive), during which period no transfer of the Company’s H Shares will be registered. In order to attend the EGM, 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 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 17 October 2024 for registration. H Shareholders whose names appear on the H Share register of members of the Company maintained by Hong Kong Registrars Limited at the close of business on Thursday, 17 October 2024 will be eligible to attend the EGM.

For the purpose of ascertaining the identity of Shareholders entitled to the interim cash dividends, the H Share register of members of the Company will be closed from Friday, 1 November 2024 to Friday, 8 November 2024 (both days inclusive), during which period no transfer of the Company’s H Shares will be registered. In order to qualify for the interim cash dividends, H Shareholders who have not registered their transfer documents are required to deposit the transfer documents together with the relevant share certificates 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 Thursday, 31 October 2024 for registration.

4. Miscellaneous

• (1) The EGM is expected to last for a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

• (2) All voting at the EGM will be conducted by onsite or online poll.

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

  • 949 South Fushan Road Zoucheng Shandong Province 273500, the PRC Tel: 86-537-5382319 Fax: 86-537-5383311

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