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Yanzhou Coal Mining Company Limited

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Yanzhou Coal Mining Company Limited THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about any of the contents of this circular or as to what action to take in relation to this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Yanzhou Coal Mining Company Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities in the Company. 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) (1) PROPOSED APPOINTMENT OF NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS; (2) PROPOSED APPOINTMENT OF NON-STAFF REPRESENTATIVE SUPERVISORS; (3) PROPOSED RENEWAL OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR OFFICERS; (4) PROPOSAL FOR APPOINTMENT OF EXTERNAL AUDITING FIRM FOR THE YEAR 2020; (5) PROPOSAL TO AUTHORIZE THE COMPANY TO CARRY OUT DOMESTIC AND OVERSEAS FINANCING ACTIVITIES; (6) PROPOSAL FOR THE PROVISION OF FINANCIAL GUARANTEES TO THE SUBSIDIARIES AND GRANTING OF AUTHORIZATION TO YANCOAL AUSTRALIA AND ITS SUBSIDIARIES TO PROVIDE GUARANTEES FOR THE DAILY OPERATION OF THE SUBSIDIARIES OF THE COMPANY IN AUSTRALIA; (7) PROPOSAL FOR THE GENERAL MANDATES TO ISSUE H SHARES AND REPURCHASE H SHARES; AND (8) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES FOR THE SHAREHOLDERS’ GENERAL MEETING The notices convening the AGM and the H Shareholders’ Class Meeting to be held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 8:30 a.m. and 10:30 a.m. respectively on Friday, 19 June 2020 were published on 29 April 2020. Whether or not you are able to attend the respective meetings in person, you are strongly advised to complete and sign the form of proxy in accordance with the instructions printed thereon. The form of proxy shall be lodged with the Company’s H Share Registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or the Office of the Secretary to the Board at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC (for holders of A Shares) as soon as possible but in any event not later than 24 hours before the time appointed for the holding of the relevant meeting(s) or any adjourned meeting(s) (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting(s) or any adjourned meeting(s) should you so wish. 29 May 2020 CONTENTS Page DEFINITIONS ...................................................... 1 LETTER FROM THE BOARD ......................................... 4 I. INTRODUCTION ............................................ 5 II. PROPOSED APPOINTMENT OF NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS ............................ 5 III. PROPOSED APPOINTMENT OF NON-STAFF REPRESENTATIVE SUPERVISORS ............................ 6 IV. PROPOSED RENEWAL OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR OFFICERS ........ 7 V. PROPOSAL FOR APPOINTMENT OF EXTERNAL AUDITING FIRM FOR THE YEAR 2020 ....................................... 7 VI. PROPOSAL TO AUTHORIZE THE COMPANY TO CARRY OUT DOMESTIC AND OVERSEAS FINANCING ACTIVITIES ........... 8 VII. PROPOSAL FOR THE PROVISION OF FINANCIAL GUARANTEES TO THE SUBSIDIARIES AND GRANTING OF AUTHORIZATION TO YANCOAL AUSTRALIA AND ITS SUBSIDIARIES TO PROVIDE GUARANTEES FOR THE DAILY OPERATION OF THE SUBSIDIARIES OF THE COMPANY IN AUSTRALIA .......... 9 VIII. PROPOSAL FOR THE GENERAL MANDATES TO ISSUE H SHARES AND REPURCHASE H SHARES ..................... 10 IX. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETING ....................................... 12 X. AGM, A SHAREHOLDERS’ CLASS MEETING AND H SHAREHOLDERS’ CLASS MEETING ........................ 12 XI. CLOSURE OF H SHARE REGISTER OF MEMBERS OF THE COMPANY ........................................ 15 XII. RECOMMENDATION OF THE BOARD ........................... 15 XIII. ADDITIONAL INFORMATION.................................. 16 XIV. RESPONSIBILITY STATEMENT ................................ 16 –i– CONTENTS APPENDIX I – EXPLANATORY STATEMENT .......................... 17 APPENDIX II – BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR THE APPOINTMENT OF DIRECTORS AND SUPERVISORS ................................ 22 APPENDIX III – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATIONS AND RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETING .......... 28 –ii– DEFINITIONS In this circular, unless the context requires otherwise, the following expressions have the following meaning: “A Shareholders” holders of A Shares; “A Shareholders’ Class Meeting” the 2020 first class meeting of A Shareholders to be held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 10:00 a.m. on Friday, 19 June 2020; “A Shares” domestic shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange; “AGM” the 2019 annual general meeting of the Company to be held at the headquarters of the Company, 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 8:30 a.m. on Friday, 19 June 2020; “Articles of Association” the articles of association of the Company; “associate(s)” has the same meaning ascribed thereto under the Listing Rules; “AUD” Australian dollars, the lawful currency of Australia; “Audit Committee” the audit committee of the Company; “Board” the board of Directors of the Company; “Company” or “Yanzhou Coal” Yanzhou Coal Mining Company Limited（兗州煤業股份 有限公司）, a joint stock limited company incorporated in the PRC and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively; “Company Law” Company Law of the People’s Republic of China, as revised from time to time; “CSRC” China Securities Regulatory Commission; “Director(s)” the director(s) of the Company; “Group” the Company and its subsidiaries; “H Shareholders” holders of H Shares; –1– DEFINITIONS “H Shareholders’ Class Meeting” the 2020 first class meeting of H Shareholders to be held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the PRC at 10:30 a.m. on Friday, 19 June 2020; “H Shares” overseas-listed foreign-invested shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange; “Hong Kong” The Hong Kong Special Administrative Region of the PRC; “Hong Kong Listing Rules” or the Rules Governing the Listing of Securities on The “Listing Rules” Stock Exchange of Hong Kong Limited, as revised from time to time; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Latest Practicable Date” 22 May 2020, being the latest practicable date of ascertaining certain information contained in this circular before the issuing of this circular; “Nomination Committee” the nomination committee of the Company; “PRC” The People’s Republic of China excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan; “Remuneration Committee” the remuneration committee of the Company; “Repurchase Mandate” subject to the conditions set out in each of the proposed special resolution approving the Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, the general mandate given to the Board to exercise the power to repurchase H Shares not exceeding 10% of the aggregate nominal value of H Shares of the Company in issue as at the date of the passing of the resolution; “RMB” Renminbi, the lawful currency of the PRC; “Rules of Procedures for the the Rules of Procedures for the Shareholders’ General Shareholders’ General Meeting of the Company Meeting” –2– DEFINITIONS “SAFE” the State Administration of Foreign Exchange of the People’s Republic of China; “Shareholders” the shareholders of the Company; “Strategy and Development the strategy and development committee of the Committee” Company “Supervisor(s)” the supervisor(s) of the Company; “Supervisory Committee” the supervisory committee of the Company; “Yankuang Group” Yankuang Group Company Limited* （兗礦集團有限公 司）, a state-controlled limited liability company, which is the controlling shareholder of the Company holding directly and indirectly approximately 54.05% of the total issued share capital of the Company as at the Latest Practicable Date; “Yancoal Australia” Yancoal Australia Limited, a controlled overseas subsidiary of the Company, the shares of which are listed on the Australian Stock Exchange
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