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CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2025
May 15, 2025
50715_rns_2025-05-15_b66b7757-0f2c-4d07-b4f3-9bade3839ab1.pdf
Proxy Solicitation & Information Statement
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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.

克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)
SUPPLEMENTAL NOTICE OF 2024 ANNUAL GENERAL MEETING
Reference is made to the notice of 2024 annual general meeting ("AGM") of Yankuang Energy Group Company Limited* (the "Company") dated 28 April 2025 (the "Original Notice") in relation to the AGM scheduled to be held at 9:00 a.m. on Friday, 30 May 2025 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 original resolutions set out in the Original Notice. Details of the original resolutions are set out in the circular of the Company dated 28 April 2025 (the "Circular").
Recently, the board of directors of the Company (the "Board") received a letter from Shandong Energy Group Company Limited* (山東能源集團有限公司), the controlling shareholder of the Company holding directly and indirectly approximately 52.84% of the total issued shares of the Company, in which additional resolutions are proposed for the consideration and approval of the Shareholders of the Company. The Board has resolved to submit the additional resolutions (see resolutions No. 10 and 11 below) to the AGM to seek Shareholders' approval. For details of these additional resolutions, please refer to the circular of the Company dated 15 May 2025 (the "Supplemental Circular"). Unless otherwise indicated, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled at 9:00 a.m. on Friday, 30 May 2025 at the headquarters of the Company at 949 South Fushan Road, Zoucheng, Shandong Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:
(1) Ordinary Resolution: "THAT, to consider and approve the working report of the Board for the year ended 31 December 2024", details of which are set out in the 2024 annual report of the Company.
(2) Ordinary Resolution: "THAT, to consider and approve the working report of the Supervisory Committee for the year ended 31 December 2024", details of which are set out in note 4.
(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", details of which are set out in the 2024 annual report of the Company.
(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".
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(11) Ordinary Resolution: "THAT, to consider and approve the proposal to enter into the Continuing Connected Transactions Agreements with the Controlling Shareholder".
(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".
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(13) Special Resolution: To consider and approve the proposal in relation to the general mandate authorizing the Board to issue additional shares of the Company.
THAT,
(a) the Board be and is hereby granted an unconditional general mandate to issue, allot and deal with additional shares in the share capital of the Company (including any sale or transfer of treasury shares), and to make or grant offers, agreements and options in respect thereof, subject to the following terms:
(i) such mandate shall not extend beyond the Relevant Period (as defined in paragraph (b) below) save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the expiration of the Relevant Period;
(ii) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed 20% of the number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution; and
(iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;
(b) for the purpose of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authorization set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
(c) contingent on the Directors resolving to issue shares pursuant to paragraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares, including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant authorities, and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (a) of this resolution”.
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(14) Special Resolution: To consider and approve the proposal in relation to the general mandate authorizing the Board of the Company to repurchase H shares.
THAT,
(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 in full 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 of the Company authorized to be repurchased subject to paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H shares in issue of the Company (excluding any treasury shares) as at the date of the passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) 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; and
(ii) 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, at its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the provisions in relation to reduction of share capital in 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 date of the passing of this special resolution and ending at the earlier of the following:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution; or
(ii) the date on which the authorization set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting.
(f) any one of the Directors may be authorized by the Board to act on behalf of the Board to make timely decision about the specific matters of the repurchase of H shares after the Board has been granted the general mandate to repurchase up to 10% of the total H shares (excluding any treasury shares), and carries out the relevant approval and disclosure procedures (if applicable), including but not limited to, determine the timing, quantity and price of the repurchase, open overseas securities account and carry out the corresponding change of foreign exchange registration procedures, inform creditors and make public announcement, file with the China Securities Regulatory Commission, sell or transfer any treasury shares, cancel the shares repurchased, reduce the registered capital, amend the Articles of Association, and carry out the corresponding change of registration procedures and execute and handle other documents and matters related to the repurchase”.
(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”.
By order of the Board
Yankuang Energy Group Company Limited*
Li Wei
Chairman of the Board
Zoucheng, Shandong, the PRC
15 May 2025
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:
- Eligibility for attending the AGM
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 Computershare Hong Kong Investor Services Limited at the close of business on Friday, 30 May 2025 are entitled to attend the AGM. Further details of the requirements of the instrument appointing the proxies are set out in note 2 below.
- Proxy
Each holder of H Shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the AGM. 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.
Since the form of proxy for the AGM despatched on 28 April 2025 (the “Old Form of Proxy”) does not contain the additional resolutions No. 10 and 11 set out in this supplemental notice, a revised form of proxy for the AGM (the “New Form of Proxy”) has been prepared and is enclosed with this supplemental notice.
Whether or not you will attend the AGM, you are requested to complete the enclosed New Form of Proxy in accordance with the instructions printed thereon as soon as possible and deliver the same to Computershare Hong Kong Investor Services Limited (17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof). A Shareholder who has not lodged his/her/its Old Form of Proxy with Computershare Hong Kong Investor Services Limited is required to return his/her/its New Form of Proxy if he/she/it wishes to appoint a proxy to attend the AGM on his/her/its behalf. In this case, it is not necessary to return his/her/its Old Form of Proxy to 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, his/her/its Old Form of Proxy so lodged (if duly completed) shall be deemed to be a valid form of proxy. In addition to the resolutions set out in the Original Notice and the Old Form of Proxy, the proxy so appointed by the Shareholder will be entitled to vote or abstain from voting on any resolution (including the additional proposed resolutions set out in this supplemental notice) duly proposed at the AGM, as he/she thinks fit.
(ii) If a New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof), the New Form of Proxy shall revoke and supersede the Old Form of Proxy previously lodged. A duly completed New Form of Proxy shall be deemed to be the valid form of proxy lodged by the Shareholder.
(iii) If a New Form of Proxy is lodged with Computershare Hong Kong Investor Services Limited more than 24 hours after the time appointed for holding the AGM (or any adjournment thereof), the New Form of Proxy shall not be deemed as valid. The Old Form of Proxy previously lodged by the Shareholder shall not be revoked. The Old Form of Proxy (if duly completed) lodged by the Shareholder shall be deemed to be a valid form of proxy. In addition to the resolutions set out in the Original Notice and the Old Form of Proxy, the proxy so appointed by the Shareholder will be entitled to vote or abstain from voting on any resolution (including the additional resolutions set out in this supplemental notice) duly proposed at the AGM, as he/she thinks fit. Shareholders should note that completion and return 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 any adjournment thereof should they so wish.
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- 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 AGM, from Wednesday, 21 May 2025 to Friday, 30 May 2025 (both days inclusive) (the record date is Friday, 30 May 2025). In order to be eligible to attend the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Tuesday, 20 May 2025. H Shareholders whose names appear on the H Share register of members of the Company maintained by Computershare Hong Kong Investor Services Limited on or before the above date will be eligible to attend the AGM.
To determine the identity of the Shareholders entitled to receive the final dividend, the Company’s H Share register of members will be closed from Monday, 9 June 2025 to Tuesday, 17 June 2025 (both days inclusive) (the record date is Tuesday, 17 June 2025). In order to be entitled to the final dividend, H Shareholders of the Company who have not registered the transfer documents are required to deposit the transfer documents together with the relevant Share certificates with the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 6 June 2025.
- The Supervisory Committee of the Company held 5 meetings in 2024, details of which are as follows:
(1) The 4th meeting of the ninth session of the Supervisory Committee was held on 23 February 2024. The “Proposal on the Repurchase and Cancellation of Restricted Shares for Certain Incentive Participants” and the “Proposal on the Achievement of Conditions for the First Unlocking Period of the 2021 Restricted A Share Incentive Scheme” were considered and approved at the meeting.
(2) The 5th meeting of the ninth session of the Supervisory Committee was held on 28 March 2024. The “Annual Report for the year 2023” and the “Summary of the Annual Report”, the “Working Report of the Supervisory Committee for the year 2023”, the “Financial Statements for the year 2023”, the “Profit Distribution Plan for the year 2023”, the “Internal Control Evaluation Report for the year 2023”, the “ESG Report for the year 2023” and the “Proposal in relation to confirm the continuing connected transactions of the Company for the year 2023” were considered and approved at the meeting.
(3) The 6th meeting of the ninth session of the Supervisory Committee was held on 26 April 2024. The “First Quarterly Report for the year 2024 of the Company” was considered and approved at the meeting.
(4) The 7th meeting of the ninth session of the Supervisory Committee was held on 30 August 2024. The “2024 Interim Report” and the “Summary of the Interim Report” and the “2024 Interim Profit Distribution Plan” were considered and approved at the meeting.
(5) The 8th meeting of the ninth session of the Supervisory Committee was held on 25 October 2024. The “Third Quarterly Report for the year 2024” was considered and approved at the meeting.
The Supervisory Committee of the Company had no disagreement on the matters under supervision during the year of 2024.
- Miscellaneous
(1) The AGM is expected to last a day. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.
(2) All voting at the AGM will be conducted by onsite or online poll.
(3) Details of the Office of the Secretary to the Board are as follows:
949 South Fushan Road
Zoucheng
Shandong Province 273500 PRC
Tel: 86-537-5382319
Fax: 86-537-5383311