兗州煤業股份有限公司 Yanzhou Coal Mining Company Limited
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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. 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) PROPOSED CHANGE OF DIRECTORS AND SUPERVISORS Proposed Change of Directors The resolution on nomination of directors (the "Directors") of Yanzhou Coal Mining Company Limited (the "Company") for the eighth session of the board of Directors (the "Board") was considered and approved at the 32nd meeting of the seventh session of the Board held on 27 March 2020. It was agreed that Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. Zhao Qingchun and Mr. He Jing were nominated as candidates for Directors for the eighth session of the Board, and Mr. Tian Hui, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Zhu Limin were nominated as candidates for independent non-executive Directors for the eighth session of the Board, and decided to submit this proposal to the 2019 annual general meeting of the Company for consideration and approval. The staff Directors for the eighth session of the Board of the Company shall be elected by the staff in the staff representative meeting or by other ways democratically. The Board hereby announces that, Mr. Guo Dechun will cease to act as Director, Mr. Kong Xiangguo will cease to act as independent non-executive Director, member of Audit Committee and Remuneration Committee of the Board, and Mr. Qi Anbang will cease to act as independent non-executive Director, chairman of Remuneration Committee and member of Audit Committee and Strategy and Development Committee due to expiration of the term of service of the seventh session of the Board with effect from the date of the conclusion of the 2019 annual general meeting of the Company. Each of Mr. Guo Dechun, Mr. Kong Xiangguo and Mr. Qi Anbang confirms that he has no disagreement with the Board and no matter relating to his retirement is required to be brought to the attention of the Hong Kong Stock Exchange Limited (the "Stock Exchange") and the shareholders of the Company (the "Shareholders"). The Board would like to take this opportunity to express its sincere gratitude to Mr. Guo Dechun, Mr. Kong Xiangguo and Mr. Qi Anbang for their contributions to the Company during their respective term of service. The Board further announces that, Mr. He Jing is proposed to be appointed as Director, and Mr. Tian Hui and Mr. Zhu Limin are proposed to be appointed as independent non-executive Director with the term of service being the same as the eighth session of the Board, i.e., three years from the date of the conclusion of the 2019 annual general meeting of the Company till the date of the conclusion of the general meeting for the election of the members of the ninth session of the Board. Such appointment will be subject to the approval by the Shareholders at the 2019 annual general meeting of the Company. For the biographical details of non-staff Director candidates, please refer to Appendix I to this announcement. Subject to the Shareholders’ approval for their respective appointment, each of the above proposed Directors will enter into a service contract with the Company commencing from the date of the conclusion of the 2019 annual 1 general meeting of the Company till the date of the conclusion of the general meeting for the election of the members of the ninth session of the Board. As far as the Directors are aware and save as disclosed in this announcement, Mr. He Jing, Mr Tian Hui and Mr. Zhu Limin: (i) had not held any directorships in any public companies the securities of which were listed on any securities market in Hong Kong and/or overseas in the past three years, nor held any other major appointment and professional qualification; (ii) do not hold any other position with the Company or its subsidiaries; (iii) did not have any interests in the shares or securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) did not have any relationship with other current directors, senior management and substantial or controlling shareholders of the Company. The remuneration of Mr. He Jing, Mr Tian Hui and Mr. Zhu Limin will be determined at the general meeting of the Company with reference to their respective duties, responsibilities, experience and the prevailing market conditions. Save as disclosed in this annoucement, the Board is not aware of any other matter in relation to the proposed appointments of Mr. He Jing, Mr Tian Hui and Mr. Zhu Limin which is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and any other matter that needs to be brought to the attention of the Shareholders. Proposed Change of Supervisors The resolution on nomination of supervisors of the Company (the "Supervisors") for the eighth session of the supervisory committee of the Company (the “Supervisory Committee”) was considered and approved at the 18th meeting of the seventh session of the Supervisory Committee on 27 March 2020. It was agreed that Mr. Gu Shisheng, Mr. Zhou Hong, Mr. Li Shipeng and Mr. Qin Yanpo were nominated as the candidates for non-staff Supervisors of the eighth session of the Supervisory Committee, and decided to submit this resolution to the 2019 annual general meeting of the Company for consideration and approval. The staff Supervisors for the eighth session of the Supervisory Committee shall be elected by the staff in the staff representative meeting or by other ways democratically. The Company announces that, Mr. Meng Qingjian and Mr. Zhang Ning will cease to act as the Supervisors due to expiration of the term of service of the seventh session of the Supervisory Committee with effect from the date of the conclusion of the 2019 annual general meeting of the Company. Each of Mr. Meng Qingjian and Mr. Zhang Ning confirms that there is no disagreement between him and the Supervisory Committee and the Board, and there is no matter relating to his retirement that needs to be brought to the attention of the Stock Exchange or the Shareholders. The Board would like to take this opportunity to express its sincere gratitude to Mr. Meng Qingjian and Mr. Zhang Ning for their contributions to the Company during their respective term of service. The Company announces that, Mr. Li Shipeng and Mr. Qin Yanpo are proposed to be appointed as the Supervisors with the term of service being the same as the eighth session of the Supervisory Committee, i.e, three years from the date of the conclusion of the 2019 annual general meeting of the Company till the date of the conclusion of the general meeting for the election of the members of the ninth session of the Supervisory Committee. Such appointments will be subject to the approval by the Shareholders at the 2019 annual general meeting of the Company. For the biographical details of the non-staff Supervisor candidates, please refer to Appendix II to this announcement. As far as the Directors are aware and save as disclosed in this announcement, Mr. Li Shipeng and Mr. Qin Yanpo: (i) had not held any directorships in any public companies the securities of which were listed on any securities market in Hong Kong and/or overseas in the past three years, nor held any other major appointment and professional qualification; (ii) do not hold any other position with the Company or its subsidiaries; (iii) did not have any interests in the shares or securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) did not have any relationship with other current directors, senior management and substantial or controlling shareholders of the Company. 2 Mr. Li Shipeng and Mr. Qin Yanpo will not receive any remuneration for the duties performed as Supervisors of the Company during their term of services. Save as disclosed in this annoucement, the Board is not aware of any other matter in relation to the proposed appointments of Mr. Li Shipeng and Mr. Qin Yanpo which is required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules and any other matter that needs to be brought to the attention of the Shareholders. The notice of the annual general meeting and a circular containing, among other matters, details of the proposed appointment of the Directors and Supervisors, together with the details of the annual general meeting, will be dispatched to the Shareholders as soon as practicable. By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman Zoucheng, Shandong Province, the PRC 27 March 2020 As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. GuoDechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent non- executive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang. * For identification purposes only.