China Coal Energy : 1) CONTINUING CONNECTED TRANSACT...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisors.

If you have sold or transferred all your shares in China Coal Energy Company Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

中國中煤能源股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 01898)

(1)CONTINUING CONNECTED TRANSACTIONS - PROPOSED REVISION OF THE ANNUAL CAPS FOR THE TRANSACTIONS UNDER THE 2018

INTEGRATED MATERIALS AND SERVICES MUTUAL PROVISION

FRAMEWORK AGREEMENT, THE 2018 PROJECT DESIGN, CONSTRUCTION AND GENERAL CONTRACTING SERVICES

FRAMEWORK AGREEMENT AND THE 2018 FINANCIAL SERVICES

FRAMEWORK AGREEMENT FOR THE TWO YEARS ENDING

31 DECEMBER 2020

(2)PROPOSED EMOLUMENTS OF THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD AND THE SUPERVISORS OF THE FOURTH

SESSION OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2019

(3)GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND

NOTICE OF ANNUAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

Innovax Capital Limited

A notice convening the 2018 AGM of the Company to be held at 2:30 p.m. on Friday, 28 June 2019 at China Coal Building, No. 1 Huangsidajie, Chaoyang District, Beijing, the PRC is set out on pages 82 to 87 of this circular.

If you intend to appoint a proxy to attend the AGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H Shares registrar and transfer office of the Company in Hong Kong, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of holders of H Shares); or to the registered office of the Company at No. 1 Huangsidajie, Chaoyang District, Beijing, 100120, the PRC (in the case of holders of A Shares). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.

Whether you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of holders of H Shares) on or before Thursday, 6 June 2019. Whether you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to the registered office of the Company at No. 1 Huangsidajie, Chaoyang District, Beijing, 100120, the PRC (in the case of holders of A Shares).

*for identification purpose only

29 April 2019

TABLE OF CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	38
LETTER FROM THE INDEPENDENT FINANCIAL ADVISOR . . . . . . . . . . . . .	40
APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	78
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	82

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"	the 2018 annual general meeting of the Company to be
	held at 2:30 p.m. on Friday, 28 June 2019 at China Coal
	Building, No. 1 Huangsidajie, Chaoyang District,
	Beijing, the PRC
"A Share(s)"	the domestic ordinary share(s) of RMB1.00 each in the
	share capital of the Company, which are listed on the
	Shanghai Stock Exchange and traded in Renminbi
"Associate"	has the meaning ascribed to it under the Hong Kong
	Listing Rules and SSE Listing Rules
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"Board"	the board of directors of the Company
"China Coal Group" or "Parent"	China National Coal Group Corporation, a state-owned
	enterprise established under the laws of the PRC and the
	controlling shareholder of the Company
"Company"	China Coal Energy Company Limited, a joint stock
	company established under the laws of the PRC with
	limited liability, the H shares of which are listed on the
	Hong Kong Stock Exchange under the stock code of
	01898 and the A shares of which are listed on the
	Shanghai Stock Exchange under the stock code of 601898
"Debt Financing Instruments"	enterprise bonds, corporate bonds, ultra-short-term
	financing bonds, short-term financing bonds, medium-
	term notes, non-public targeted debt financing
	instruments, project return notes, project return bonds
	and other domestic and/or overseas debt financing
	instruments in RMB or foreign currency permitted to be
	issued by the regulatory authorities (excluding
	convertible bonds and exchangeable bonds)
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries

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	DEFINITIONS
"H Share(s)"	the overseas listed foreign share(s) of RMB1.00 each in
	the share capital of the Company, which are listed on the
	Hong Kong Stock Exchange and traded in Hong Kong
	dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Independent Financial Adviser"	Innovax Capital Limited, the independent financial
or "Innovax Capital"	adviser to the Independent Board Committee and the
	Independent Shareholders in relation to the proposed
	revision of the annual caps for the transactions under the
	2018 Integrated Materials and Services Mutual Provision
	Framework Agreement, the 2018 Project Design,
	Construction and General Contracting Services
	Framework Agreement and the 2018 Financial Services
	Framework Agreement for the two years ending 31
	December 2020, and a licensed corporation registered
	under the SFO to conduct Type 1 (dealing in securities)
	and Type 6 (advising on corporate finance) regulated
	activities under the SFO
"Independent Shareholders"	shareholders of the Company who are not required to
	abstain from voting on the resolutions to be proposed at
	the AGM under the Hong Kong Listing Rules
"Latest Practicable Date"	24 April 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained herein
"Parent Group"	the Parent and its associates (excluding the Group)
"Renminbi" or "RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	the ordinary share(s), including A Shares and H Shares

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	DEFINITIONS
"Shareholder(s)"	the shareholder(s) of the Company, including holder(s) of
	H Shares and holder(s) of A Shares
"SSE Listing Rules"	The Rules Governing the Listing of Stocks on Shanghai
	Stock Exchange (《上海證券交易所股票上市規則》)
"Substantial Shareholders"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Supervisor(s)"	the supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"2018 Financial Services	a financial services framework agreement dated 27 April
Framework Agreement"	2017 and entered into between Chinacoal Finance and the
	Parent
"2018 Integrated Materials and	an integrated materials and services mutual provision
Services Mutual Provision	framework agreement dated 27 April 2017 and entered
Framework Agreement"	into between the Company and the Parent
"2018 Project Design,	a project design, construction and general contracting
Construction and General	services framework agreement dated 27 April 2017 and
Contracting Services	entered between the Company and the Parent
Framework Agreement"
"%"	per cent

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