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CStone Pharmaceuticals Proxy Solicitation & Information Statement 2025
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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.
竞碘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)
ANNOUNCEMENT
Provision of Financing Guarantee to the Company's Subsidiaries and Granting of Authorization to Yancoal Australia and Its Subsidiaries to Provide Guarantee for the Daily Operation of the Subsidiaries of Yankuang Energy in Australia
This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
I. General Overview of the Authorization of Guarantee
(1) Basic information on the authorization of guarantee
- In order to reduce financing costs of its Subsidiaries and to ensure that the normal operation funding needs of its Subsidiaries can be satisfied, Yankuang Energy Group Company Limited* (the "Company" or "Yankuang Energy") submit to the shareholders' general meeting for authorizing the provision of financing guarantee by the Company and its controlled subsidiaries to the controlled subsidiaries and invested companies of Yankuang Energy (the "Subsidiaries") for a total amount not exceeding USD4 billion or its equivalents (provision of guarantees to the Subsidiaries shall abide by regulations in relation to state-owned assets supervision), which includes the provision of USD2 billion
in guarantees for the Subsidiaries with an asset liability ratio of more than 70%, and the provision of USD2 billion in guarantees for the Subsidiaries with an asset liability ratio of less than 70%.
- In order to meet the normal operational needs of the Company's subsidiaries in Australia (the "Australian Subsidiaries"), Yancoal Australia Limited ("Yancoal Australia") and its controlled subsidiaries need to provide guarantees for a total amount of not more than AUD1.5 billion to the Australian Subsidiaries for their daily operations, which includes the provision of AUD0.3 billion in guarantees for the Australian Subsidiaries with an asset liability ratio of more than 70%, and the provision of AUD1.2 billion in guarantees for the Australian Subsidiaries with an asset liability ratio of less than 70%. With reference to the common practice of the daily operations of operating companies in Australia, the relevant parties often provide guarantees to the subsidiaries when business operation happens. The guarantees for operation concerned include the provision of guarantee by Yancoal Australia and its subsidiaries to the Australian Subsidiaries. Such guarantees are mainly made in the form of bank guarantee.
(2) Details of the authorization of guarantee
-
To approve the provision of financing guarantee by Yankuang Energy and its controlled subsidiaries to the Subsidiaries for an amount not exceeding USD4 billion or its equivalents, which includes the provision of USD2 billion in guarantees for the Subsidiaries with an asset liability ratio of more than 70%, and the provision of USD2 billion in guarantees for the Subsidiaries with an asset liability ratio of less than 70%.
-
To approve the provision of guarantees for not more than AUD1.5 billion by Yancoal Australia and its controlled subsidiaries to the Australian Subsidiaries for their daily operations, which includes the provision of AUD0.3 billion in guarantees for the Australian Subsidiaries with an asset liability ratio of more than 70%, and the provision of AUD1.2 billion in guarantees for the Australian Subsidiaries with an asset liability ratio of less than 70%.
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- To approve the granting of authorization to any one of the directors (the “Directors”) of the board (“Board”) of the Company to deal with matters in relation to the aforesaid financing guarantees in accordance with the relevant laws and regulations. Such matters include but are not limited to the following:
(1) to determine the appropriate subsidiaries which will be provided with the guarantees based on the financing needs;
(2) to determine the exact terms and conditions of the guarantee agreements, which include but are not limited to the amount, term, scope and method of guarantee; and executing the guarantee agreement(s) involved and other relevant legal documents; and
(3) to deal with the filing and reporting of documents and information in respect of the guarantee(s) and other relevant matters.
- The aforementioned authorization shall become valid on the date of the conclusion of the 2024 annual general meeting until the date of conclusion of the next annual general meeting of the Company, except where the circumstances require the person so authorized to exercise his/her rights after the expiry of the term of authorization in relation to any contracts, agreements or decisions regarding the financing guarantees that have been made within the term of authorization.
(3) Internal decision-making procedures for the authorization of guarantee
The “Proposal in relation to provision of financing guarantee to the Company’s Subsidiaries and granting of authority to Yancoal Australia and its subsidiaries to provide guarantees for the daily operation of the subsidiaries of Yankuang Energy in Australia” was considered and approved at the fourteenth meeting of the ninth session of the Board held on 28 March 2025, and will be submitted to the 2024 annual general meeting for consideration and approval.
II. Basic Information of the Guaranteed Parties
For the basic information of the guaranteed parties, please refer to Appendix 1 – Basic information of the Company’s Subsidiaries which are proposed to be guaranteed, Appendix 2 – Basic information of the subsidiaries of Yancoal Australia which are proposed to be guaranteed and Appendix 3 – Basic information of the subsidiaries of Yancoal International (Holding) Company Limited which are proposed to be guaranteed.
III. Contents of the Guarantee Agreement and Guaranteed Parties
As of the date of this announcement, the Company has not entered into any guarantee agreement. The Company will strictly fulfil its obligations in relation to the guarantees based on the arrangements of the financing activities and the actual circumstances facing the Company during the term of the authorization in accordance with the authorization by the shareholders at the general meeting.
IV. Opinion of the Board
The Board of the Company are of the view that the matters in relation to the provision of financing guarantee by Yankuang Energy and its controlled subsidiaries to the Subsidiaries and the granting of authorization to Yancoal Australia and its controlled subsidiaries to provide guarantees for the daily operation of the Australian Subsidiaries meet the operational development needs of the Company and the Subsidiaries; the provision of guarantees by Yancoal Australia and its controlled subsidiaries to the Australian Subsidiaries is for the daily operational needs and in compliance with the laws and regulations and the local operating practice in Australia. As the abovementioned guaranteed parties are all the Subsidiaries of Yankuang Energy, the Company therefore believes that the risk arising from the guarantees can be effectively controlled and prevented, and that the guarantees will not be detrimental to the interests of the Company and its shareholders as a whole.
V. Number of Cumulative External Guarantees and Overdue Guarantees
As at 31 December 2024, the accumulative balance of the external guarantees provided by the Company and its controlled subsidiaries was RMB13.214 billion in aggregate,
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representing 16.00% of the audited net assets attributable to the parent company of RMB82.594 billion of the Company for the year 2024.
VI. Document Available for Inspection
The resolutions passed at the fourteenth meeting of the ninth session of the Board of the Company.
By order of the Board
Yankuang Energy Group Company Limited*
Li Wei
Chairman of the Board
Zoucheng, Shandong Province, the PRC
28 March 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
Appendix 1
Basic information of the Company's Subsidiaries which are proposed to be guaranteed
Unit: RMB100 million
| No. | Name of company | Place of registration | Registered capital | Percentage of shareholding | Main business scope | 31 December 2024 | Year 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total assets | Total liabilities | Net assets | Debt/ asset ratio | Current liabilities | Bank loans | Operating income | Net profit | ||||||
| 1 | Yancoal Australia Ltd. | Australia | AUD6.027 billion | 62.26% | Coal mining and sales of coal | 554.95 | 135.07 | 419.88 | 24.34% | 59.01 | 0 | 322.14 | 56.9 |
| 2 | Yancoal International (Holding) Co., Ltd. | Hong Kong | USD689 million | 100% | Foreign investment, development of mining technology, transfer and consulting services, import and export trade | 182.9 | 133.87 | 49.04 | 73.19% | 102.54 | 8.76 | 39.44 | 8.84 |
| 3 | Yankuang Lucky International Company Limited | Qingdao, Shandong | 2 | 51% | International trade, carrying trade, import and export of self-operated commodities | 49.78 | 45.24 | 4.54 | 90.88% | 45.24 | 3.2 | 58.59 | 0.28 |
| 4 | Yankuang Energy Group International Trade Co., Ltd. | Jinan, Shandong | 3 | 100% | Import and export of commodities and technologies, sale of coal and coal mining machinery equipment and accessories etc. | 19.65 | 7.86 | 11.79 | 40.00% | 7.86 | 0 | 75.54 | 0.13 |
| 5 | Shaanxi Future Energy Co., Ltd. | Yulin, Shaanxi | 54 | 73.97% | Production and sale of chemical products, sale of coal and products | 324.64 | 51.65 | 272.99 | 15.91% | 22.74 | 16.69 | 142.68 | 51.79 |
| 6 | Yankuang Yulin Fine Chemicals Co., Ltd. | Yulin, Shaanxi | 0.46 | 100% | Sales and production of chemical products | 3.39 | 0.39 | 3 | 11.50% | 0.39 | 0 | 2.5 | 0.37 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 7 | Yankuang Lunan Chemicals Co., Ltd. | Tengzhou, Shandong | 50.41 | 100% | Sales and production of chemical products | 126.15 | 36.96 | 89.18 | 29.30% | 28.04 | 7 | 114.72 | 0.25 |
| 8 | Ordos Zhuandongwan Coal Co., Ltd. | Ordos, Inner Mongolia | 50.5 | 100% | Exploration and sales of coal | 144.12 | 36.22 | 107.9 | 25.13% | 21 | 0 | 46.41 | 19.51 |
| 9 | Ordos Yingpanhao Coal Co., Ltd. | Ordos, Inner Mongolia | 30 | 100% | Exploration and sales of coal | 100.08 | 67.7 | 32.38 | 67.65% | 15.86 | 0 | 34.87 | 4.56 |
| 10 | Inner Mongolia Haosheng Coal Co., Ltd. | Ordos, Inner Mongolia | 11.85 | 59.38% | Exploration and sales of coal | 162.81 | 98.76 | 64.06 | 60.66% | 32.94 | 0 | 33.65 | 4.25 |
| 11 | Inner Mongolia Rongxin Chemicals Co., Ltd. | Ordos, Inner Mongolia | 15.33 | 100% | R&D, production and sales of chemical products | 70.79 | 52.92 | 17.87 | 74.76% | 50.63 | 0 | 55.82 | 2.26 |
| 12 | Yanzhou Coal Yulin Neng Hua Co., Ltd. | Yulin, Shaanxi | 14 | 100% | R&D, production and sales of chemical products | 43.58 | 36.25 | 7.33 | 83.18% | 27.34 | 0 | 32.89 | 0.12 |
| 13 | Inner Mongolia Mining (Group) Co., Ltd. | Hohhot, Inner Mongolia | 69.97 | 51% | Investment and management of mineral assets, sale and import and export of mineral products | 227.1 | 229.32 | -2.23 | 100.98% | 133.91 | 7.43 | 48.64 | 2.09 |
| 14 | Ulanqab Hongda Industry Co., Ltd. | Ulanqab, Inner Mongolia | 5.5 | 100% held by Inner Mongolia Mining | Production and supply of electricity and heat | 19.15 | 17.8 | 1.35 | 92.95% | 1.06 | 0 | 12.75 | -0.37 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 15 | Ordos Fengwei Photoelectricity Co., Ltd. | Ordos, Inner Mongolia | 1.8 | 100% held by Inner Mongolia Mining | Operation and construction of solar power and wind power generation projects | 13.93 | 11.4 | 2.53 | 81.84% | 0.53 | 0 | 1.03 | -0.02 |
| 16 | Inner Mongolia Mineral Resources Investment Holding Co., Ltd. | Hohhot, Inner Mongolia | 4 | 100% held by Inner Mongolia Mining | Investment and asset management, mining rights management | 22.46 | 1.92 | 20.55 | 8.55% | 1.92 | 0 | 0 | -0.11 |
| 17 | Inner Mongolia Yitai Galutu Mining Co., Ltd. | Ordos, Inner Mongolia | 10 | 52.77% held by Inner Mongolia Mining | Raw coal production, transportation, washing and selection, coking and sales | 10.01 | 0 | 10.01 | 0.00% | 0 | 0 | 0 | 0 |
| 18 | Inner Mongolia Boyintai Coal Co., Ltd. | Ordos, Inner Mongolia | 30 | 100% held by Inner Mongolia Mining | Coal mining, washing and preparation | 3.04 | 0.06 | 2.98 | 1.97% | 0.06 | 0 | 0 | 0.01 |
| 19 | Yancoal Dongping Lugang Co., Ltd. | Tai’an, Shandong | 9.2 | 46.31% directly and indirectly held | Port infrastructure construction, operation and management, road cargo transportation, railroad cargo transportation, etc. | 29.76 | 20.25 | 9.5 | 68.04% | 4.25 | 0 | 3.1 | 0.21 |
| 20 | Yankuang Donghua Heavy Industry Co., Ltd. | Jining, Shandong | 22.78 | 100% | Design, manufacturing, installation, maintenance, and sales of mining equipment, electromechanical | 47.12 | 21.69 | 25.42 | 46.03% | 17.44 | 0 | 37.06 | -0.1 |
| equipment, hydraulic supports, belt conveyors, and other products | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 21 | Yankuang Logistics Technology Co., Ltd. | Jining, Shandong | 15 | 100% | International freight forwarding, data processing and storage support services, loading and unloading, etc. | 46.47 | 10.65 | 35.82 | 22.92% | 3.96 | 0 | 9.68 | 1.13 |
| 22 | Shandong Energy Group Luxi Mining Co., Ltd. | Heze, Shandong | 50 | 51% | Coal mining, road freight transport, etc. | 444.4 | 345.03 | 99.37 | 77.64% | 228.49 | 43.89 | 138.68 | 29.93 |
| 23 | Feicheng Mining Group Liangbaosi Energy Co., Ltd. | Jining, Shandong | 5 | 85% held by Luxi Mining | Coal mining, accommodation services, road freight transport, etc. | 34.26 | 39.88 | -5.62 | 116.40% | 5.89 | 0 | 9.62 | 2.05 |
| 24 | Feicheng Mining Group Shanxian Energy Co., Ltd. | Heze, Shandong | 7 | 100% held by Luxi Mining | Coal mining, washing, processing, sales, etc. | 31.78 | 29.29 | 2.49 | 92.16% | 3.83 | 1.3 | 4.61 | -0.05 |
| 25 | Shandong Xinjulong Energy Co., Ltd. | Heze, Shandong | 10 | 60% held by Luxi Mining | Sales of construction materials and mining machinery, coal mining, washing and processing, consulting services on coal mining technology, etc. | 140.48 | 124.03 | 16.45 | 88.29% | 76.41 | 12.22 | 51.82 | 19.16 |
| 26 | Shandong Lilou Coal Industry Co., Ltd. | Heze, Shandong | 6.44 | 100% held by Luxi Mining | Coal mining, construction work, subcontracting of construction labour, etc. | 119.1 | 73.43 | 45.67 | 61.65% | 32.37 | 1.38 | 17.1 | 0.56 |
| 27 | Yankuang Xinjiang Energy & Chemical Co., Ltd. | Unumqi, Xinjiang | 30 | 51% | Coal mining, washing and sales, production and sale of chemical products, etc. | 175.84 | 156.21 | 19.63 | 88.84% | 48.45 | 5 | 45.14 | 2.61 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 28 | Yankuang Xinjiang Mining Co., Ltd. | Changji, Xinjiang | 3.83 | 51% held by Xinjiang Energy & Chemical | Coal production, sales (branches only), etc. | 9.96 | 21.54 | -11.57 | 216.27% | 4.26 | 0 | 4.87 | 0.24 |
| 29 | Yankuang Xinjiang Coal Chemical Co., Ltd. | Unumqi, Xinjiang | 31.3 | 100% held by Xinjiang Energy & Chemical | Production of hazardous chemicals, storage of hazardous chemicals, operation of hazardous chemicals, etc. | 39.03 | 7.17 | 31.86 | 18.37% | 6.98 | 1 | 16.79 | 2.66 |
| 30 | Xinjiang Yankuang Qineng Coal Industry Co., Ltd. | Changji, Xinjiang | 1 | 76% held by Xinjiang Energy & Chemical | Coal mining, etc. | 21.08 | 5.28 | 15.8 | 25.05% | 5.28 | 0 | 0 | 0 |
| 31 | Xinwen Mining Group (Yili) Energy Development Co., Ltd. | Yili, Xinjiang | 10 | 100% held by Xinjiang Energy & Chemical | Coal mining, etc. | 71.05 | 79.98 | -8.93 | 112.57% | 40.96 | 31.78 | 9.97 | -1.47 |
| 32 | Yili Xinkuang Coal Industry Co., Ltd. | Yili, Xinjiang | 13.86 | 55% held by Xinjiang Energy & Chemical | Coal mining, processing and sales, management of affiliated companies, etc. | 54.6 | 41.02 | 13.58 | 75.13% | 10.39 | 22.55 | 13.11 | 2.01 |
Note: The Subsidiaries to be guaranteed include, but are not limited to, the above-mentioned entities.
Appendix 2
Basic information of the subsidiaries of Yancoal Australia which are proposed to be guaranteed
Unit: AUD100 million
| Name of company | Place of registration | Registered capital | Percentage of shareholding | Main business scope | 31 December 2024 | Year 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total assets | Total liabilities | Net assets | Debt/ asset ratio | Current liabilities | Bank loans | Operating income | Net profit | |||||
| Ashton Joint Venture | New South Wales | N/A | 100% | Coal mining, washing and preparation | 8.03 | 3.99 | 4.05 | 50% | 0.89 | 0.00 | 1.53 | 1.56 |
| Austar Coal Mine Pty Limited | Victoria | AUD 64,000,000 | 100% | Coal mining, washing and preparation | 2.49 | 5.89 | -3.40 | 236% | 0.14 | 0.00 | 0.02 | 0.08 |
| Donaldso n Coal Pty Ltd | New South Wales | AUD 3,636,115.53 | 100% | Coal mining, washing and preparation | 2.08 | 6.26 | -4.18 | 301% | 0.05 | 0.00 | 0.01 | 0.08 |
| Duralie Coal Mine Pty Limited | New South Wales | AUD 2 | 100% | Coal mining, washing and preparation | 1.63 | 5.36 | -3.73 | 329% | 0.00 | 0.00 | 0.00 | 0.00 |
| Stratford Coal Pty Ltd | Western Australia | AUD 10 | 100% | Coal mining, washing and preparation | 5.52 | 24.95 | -19.43 | 452% | 1.07 | 0.00 | 0.38 | -1.11 |
| Moolarben Joint Venture Company | Non-legal person joint venture company | N/A | 95% | Coal mining, washing and preparation | 79.20 | 45.09 | 34.11 | 57% | 1.71 | 0.00 | 27.51 | 5.65 |
| Yancoal Resources Limited | New South Wales | AUD 444,712,130 | 100% | Intermediate holding company | 11.74 | 5.42 | 6.32 | 46% | 0.42 | 0.00 | 0.24 | 1.18 |
| Yarrabee Coal Company Pty Ltd. | Queensland | AUD 92,080 | 100% | Coal mining, washing and preparation | 10.16 | 6.20 | 3.96 | 61% | 0.87 | 0.00 | 5.93 | 0.00 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hunter Valley Operation Joint Venture | New South Wales | N/A | 51% | Coal mining, washing and preparation | 36.91 | 15.73 | 21.19 | 43% | 2.57 | 0.00 | 11.48 | 2.37 |
| Mount Warkworth Associate | New South Wales | N/A | 84% | Coal mining, washing and preparation | 54.94 | 33.59 | 21.35 | 61% | 1.05 | 0.00 | 17.84 | 4.21 |
| Mount Thorley Associate | New South Wales | N/A | 80% | Coal mining, washing and preparation | 23.90 | 18.41 | 5.50 | 77% | 0.32 | 0.00 | 4.53 | 1.29 |
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Appendix 3
Basic information of the subsidiaries of Yancoal International (Holding) Company Limited which are proposed to be guaranteed
Unit: AUD'000
| Guaranteed company | Place of registration | Registered capital | Percentage of shareholding | Main business scope | 31 December 2024 | Year 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total assets | Total liabilities | Net assets | Debt/ asset ratio | Current liabilities | Bank loans | Revenue | Net profit | |||||
| Athena Joint Venture Company | Non-legal person joint venture company | N/A | 51% | Exploration | 67 | 206 | -139 | 309.13% | 59 | - | 1 | -48 |
| Premier Coal Limited | Western Australia | AUD 3,885,679 | 100% | Coal mining, washing and preparation | 263,932 | 166,858 | 97,074 | 63.22% | 75,027 | - | 291,066 | 1,374 |
| Syntech Resources Pty Ltd. | New South Wales | AUD 64,826.90 | 100% | Coal mining, washing and preparation | 278,691 | 185,455 | 93,236 | 66.54% | 77,915 | - | 490,543 | -70,626 |
| Tonford (Holding) Ltd | Victoria | AUD 46,407,918 | 100% | Exploration | 158 | 555 | 398 | 352.18% | 555 | - | - | -337 |
| Wilpeena (Holding) Ltd | Victoria | AUD 3,457,382 | 100% | Exploration | 16,226 | 5,356 | 10,870 | 33.01% | 491 | - | - | -9 |
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