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CStone Pharmaceuticals Proxy Solicitation & Information Statement 2025

May 15, 2025

50715_rns_2025-05-15_93bffacd-0b45-4c98-85b3-6e94f38b6113.pdf

Proxy Solicitation & Information Statement

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亮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)

Revised Form of Proxy (the "New Form of Proxy") for Use at the Annual General Meeting for the Year Ended 31 December 2024 to be held on Friday, 30 May 2025

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 RMB1.00 each in the capital of

Yankuang Energy Group Company Limited* (the "Company"), HEREBY APPOINT(note 3) the chairman of the 2024 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 headquarters of the

Company at 949 South Fushan Road, Zoucheng, Shandong Province 273500, the People's Republic of China at 9:00 a.m. on Friday, 30 May

  1. The proxy/proxies will vote on the resolutions listed in the notice of AGM dated 28 April 2025 (the "Original Notice") as well as the

supplemental notice of AGM dated 15 May 2025 (the "Supplemental Notice") 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) AGAINST(note 4) ABSTAIN(note 4)
1. Ordinary Resolution: “THAT, to consider and approve the working report of the Board for the year ended 31 December 2024”.
2. Ordinary Resolution: “THAT, to consider and approve the working report of the Supervisory Committee for the year ended 31 December 2024”.
3. Ordinary Resolution: “THAT, to consider and approve the audited financial statements of the Company and its subsidiaries for the year ended 31 December 2024”.
4. Ordinary Resolution: “THAT, to consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2024 and to authorize the Board to distribute a final cash dividend of RMB0.54 (tax inclusive) per share for the year 2024 based on the number of shares on the Record Date”.
5. Ordinary Resolution: “THAT, to consider and approve the renewal of the liability insurance of the Directors, Supervisors and senior officers of the Company”.
6. Ordinary Resolution: “THAT, to consider and approve the remuneration of the Directors and Supervisors of the Company for the year ending 31 December 2025”.
7. Ordinary Resolution: “THAT, to consider and approve the reappointment and remuneration of external auditing firm for the year 2025”.
8. Special Resolution: “THAT, to consider and approve the proposal in relation to the provision of financial guarantee(s) to the Company’s Subsidiaries and the granting of authorization to Yancoal Australia Limited and its subsidiaries to provide guarantee(s) in relation to daily operations to the subsidiaries of the Company in Australia”.
9. Special Resolution: “THAT, to consider and approve the proposal to authorize the Company to carry out domestic and overseas financing businesses”.
10. Ordinary Resolution: “THAT, to consider and approve the proposal on the acquisition of 51% equity interests in Xibei Mining through transfer by agreement and Capital Increase”.
11. Ordinary Resolution: “THAT, to consider and approve the proposal to enter into the Continuing Connected Transactions Agreements with the controlling shareholder”.

RESOLUTIONS FOR^{(note 4)} AGAINST^{(note 4)} ABSTAIN^{(note 4)}
11.01 to consider and approve the Provision of Materials Supply Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.02 to consider and approve the Mutual Provision of Labour and Services Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.03 to consider and approve the Provision of Insurance Fund Administrative Services Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.04 to consider and approve the Provision of Products, Materials and Asset Leasing Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.05 to consider and approve the Bulk Commodities Sale and Purchase Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.06 to consider and approve the Shandong Energy Group Financial Services Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.07 to consider and approve the Yankuang Energy Financial Services Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.08 to consider and approve the Finance Lease and Factoring Agreement and the transaction caps for 2025-2027 as stipulated therein;
11.09 to consider and approve the Entrusted Management Service Framework Agreement and the transaction caps for 2025-2027 as stipulated therein.
12. Special Resolution: “THAT, to consider and approve the amendments to the Articles of Association of Yankuang Energy Group Company Limited* and the Relevant Rules of Procedures”.
13. Special Resolution: “THAT, to consider and approve the proposal in relation to the general mandate authorizing the Board to issue additional Shares of the Company”.
14. Special Resolution: “THAT, to consider and approve the proposal in relation to the general mandate authorizing the Board to repurchase H Shares”.
15. Ordinary Resolution: “THAT, to consider and approve the appointment of Mr. Wang Jiuhong as a non-independent Director of the Company”.
16. Ordinary Resolution: “THAT, to consider and approve the appointment of Mr. Gao Jingxiang as an independent Director of the Company”.
  • For identification purpose only
    ** The details of the above resolutions are included in the circulars of the Company dated 28 April 2025 and 15 May 2025 respectively (the “Circulars”) and the 2024 annual report of the Company.

Signature (note 5): ____
Date: ____

Notes:

  • Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as defined in the Circular.

  • 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 AGM is to be appointed as proxy, please delete “the chairman of the 2024 annual 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 to 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 initialed by the person(s) who signs(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 AGM other than those referred to in the notice convening the AGM.

  • 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.

  • Since the form of proxy for the AGM which was despatched on 28 April 2025 (the “Old Form of Proxy”) does not contain the newly-added resolutions No. 10 and 11. A Shareholder who has not yet lodged the Old Form of Proxy with Computershare Hong Kong Investor Services Limited and wishes to appoint proxies to attend the AGM on his or her behalf is reminded to complete the New Form of Proxy in accordance with the instructions printed thereon and send the Form of Proxy to Computershare Hong Kong Investor Services 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 AGM or any adjournment thereof. In this case, the Old Form of Proxy should not be lodged with Computershare Hong Kong Investor Services Limited.

A Shareholder who has already lodged the Old Form of Proxy with Computershare Hong Kong Investor Services Limited should note that:

(i) If no New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited, the Old Form of Proxy will be treated as a valid form of proxy lodged by him or her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the Original Notice and the Old Form of Proxy, including the newly-added proposed resolutions as set out in this supplemental notice.

(ii) If the New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited 24 hours before the time for the holding of the AGM or any adjournment thereof, the New Form of Proxy will revoke and supersede the Old Form of Proxy previously lodged by him or her. The New Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

(iii) If the New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited 24 hours after the time for the holding of the AGM or any adjournment thereof, the New Form of Proxy will be invalid. It will not revoke the Old Form of Proxy previously lodged by the Shareholder. The Old Form of Proxy will be treated as a valid form of proxy lodged by him or her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the Original Notice and the Old Form of Proxy, including the newly-added resolutions as set out in this supplemental notice. Shareholders are reminded that completion and delivery of the Old Form of Proxy and/or the New Form of Proxy will not preclude Shareholders from attending and voting in person at the AGM or at any adjourned meeting(s) should they so wish.

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