Yanzhou Coal Mining : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To improve its market capitalization, Yanzhou Coal Mining Company Limited (the “Company“) repurchased 52,016,000 H shares in May 2020 and completed their cancellation. Considering the share repurchase and the operational needs of the Company, the Company proposed to amend articles in relation to the registered capital, number of shares and provision of external guarantee in its articles of association (the “Articles of Association“). The fourth meeting of the eighth session of the board of directors (the “Board“) of the Company approved the proposal in relation to the proposed amendments to the Articles of Association and agreed to submit the same to the 2020 first extraordinary general meeting of the Company (the “EGM“) for review and approval. Details of the proposed amendments are set out as follow:

1. The original Article 19 of the Articles of Association

“Article 19 Subject to the approval of the companies approving department authorised by the State Council, the Company has issued a total of 4,912,016,000ordinary shares, of which 1,670,000,000 ordinary shares were issued to the promoters at the time of establishment.”

The above paragraph is proposed to be amended as follows:

“Article 19 Subject to the approval of the companies approving department authorised by the State Council, the Company has issued a total of 4,860,000,000ordinary shares, of which 1,670,000,000 ordinary shares were issued to the promoters at the time of establishment.”

2. The original Article 20 of the Articles of Association

“Article 20 The share capital structure of the Company is as follows: 4,912,016,000ordinary shares, of which (a) 2,960,000,000 shares, which represent 60.26%of the Company’s share capital, are held by Yankuang (Group) Corporation Ltd. as domestic legal person shares; (b) 1,952,016,000shares, which represent 39.74%of the Company’s share capital, are held by the H Shares shareholders.”

The above paragraph is proposed to be amended as follows:

“Article 20 The share capital structure of the Company is as follows: 4,860,000,000ordinary shares, of which (a) 2,960,000,000 shares, which represent 60.91%of the Company’s share capital, are held by Yankuang (Group) Corporation Ltd. as domestic legal person shares; (b) 1,900,000,000shares, which represent 39.09%of the Company’s share capital, are held by the H Shares shareholders.”



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