Inner Mongolia Yitai Coal : NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

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NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2020 (the "AGM") of Inner Mongolia Yitai Coal Co., Ltd. (the "Company") will be held at Room 1, Conference Center, Building of Inner Mongolia Yitai Coal Co., Ltd., Ordos, Inner Mongolia, the People's Republic of China (the "PRC") on Tuesday, 8 June 2021 at 9:00 a.m. for the purpose of considering, and if thought fit, passing the following resolutions (with or without modifications):

ORDINARY RESOLUTIONS

1. To consider and approve the resolution relating to the financial report of the Company for the year 2020.
2. To consider and approve the resolution relating to the report of the board of directors (the "Board" or the "Board of Directors") of the Company for the year 2020.
3. To consider and approve the resolution relating to the report of the supervisory committee of the Company for the year 2020.
4. To consider and approve the resolution relating to the performance report of the independent directors of the Company for the year 2020.
5. To consider and approve the resolution relating to the profit distribution plan of the Company for the year 2020.
6. To consider and approve the resolution relating to the Company's capital expenditure in 2021.
7. To consider and approve the resolution relating to the re-appointment of financial audit institution of the Company for the year 2021.

* For identification purpose only

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1. To consider and approve the resolution relating to the re-appointment of internal control audit institution of the Company for the year 2021.
2. To consider and approve the resolution relating to the provision of guarantee by the Company for its holding subsidiaries.
3. To consider and approve the resolution relating to the provision of guarantee by the Company for commercial acceptance bill financing business of its certain wholly-owned subsidiaries and holding subsidiaries.
4. To consider and approve the resolution relating to continuing connected transaction of provision of guarantee services by the Company and its subsidiaries to Yitai Group and its subsidiaries in respect of borrowings or financing from financial institutions contemplated under the cross- guarantee Agreement.
5. To consider and approve the resolution relating to the entrusted wealth management with temporarily idle self-owned funds of the Company.

SPECIAL RESOLUTIONS

13. To consider and approve the resolution relating to the proposed issuance of various debt financing instruments.

1. Types and issuance size of debt financing instruments
2. Method of issuance and target subscribers
3. Arrangement on placement to the Shareholders of the Company
4. Par value and issue price
5. Maturity of the bonds
6. Use of proceeds
7. Validity of the resolution
8. Measures for guaranteeing the repayment
9. Authorization of the Board or its authorized persons for the issuance of domestic debt financing instruments

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14. To consider and approve the resolution relating to the general mandate (the "General Mandate") to the Board for the issuance of H shares.

Based on the need of the ordinary production and operation of the Company, the Company proposed to the AGM to grant General Mandate to the Board of Directors under the following conditions, to determine the allotment, issuance of and dealing with the additional H shares of the share capital of the Company. As at the date of this notice, the Company has issued 326,007,000 H shares. Upon the passing of this resolution in relation to the General Mandate to issue shares, and on the basis that no further H shares are issued before the AGM, the Company may issue a maximum of 65,201,400 H shares. Matters that will be considered are as follows:

1. Authorizing the Board of Directors to, under the General Mandate, allot, issue and deal with, or conditionally or unconditionally agree to allot, issue or deal with H shares of its number not exceeding 20% of the total numbers of the issued H shares of the Company on the day when this resolution is passed at the AGM, and to determine the number of H shares to be allotted or issued subject to the precondition in paragraph (2) hereinafter and within such limit.
2. Authorizing the Board of Directors to exercise the General Mandate pursuant to applicable laws (including but not limited to the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) and to obtain all the approvals from government and/or regulatory authorities (if any) for exercise of the same.
3. The General Mandate will remain effective from the day when it is passed at the AGM until the earliest of the day on which:
4. 1. the annual general meeting of the Company for the year 2021 is concluded;
   2. the 12-month period following the passing of this resolution at the AGM expires;
   3. the General Mandate granted to the Board of Directors as set out in this resolution is revoked or amended by Shareholders of the Company by way of a special resolution at any general meeting.
5. Authorizing the Board of Directors to approve, execute and do, or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment and issuance of any new shares under the General Mandate above.

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1. Upon completion of the allotment and issuance of new shares, authorizing the Board of Directors to increase the registered capital of the Company and make appropriate amendments to the articles of association of the Company based on the method, class and number of the allotment and issuance of new shares of the Company as well as the actual share structure of the Company upon completion of the allotment and issuance of new shares.

By order of the Board

Inner Mongolia Yitai Coal Co., Ltd.

Zhang Jingquan

Chairman

Inner Mongolia, the PRC, 7 May 2021

As at the date of this notice, the executive directors of the Company are Mr. Zhang Jingquan, Mr. Liu Chunlin, Mr. Ge Yaoyong, Mr. Zhang Dongsheng, Mr. Liu Jian, Mr. Lv Guiliang and Mr. Lv Junjie; and the independent non-executive directors of the Company are Mr. Zhang Zhiming, Mr. Huang Sujian, Mr. Wong Hin Wing and Ms. Du Yingfen.

Notes:

1. For further details on each of the proposed resolutions, please refer to the circular of the Company to be dispatched to Shareholders recently.
2. In order to ascertain the entitlements of the Shareholders to attend the AGM to be held at 9:00 a.m. on Tuesday, 8 June 2021, the register of members of H Shares of the Company will be closed from Sunday, 9 May 2021 to Tuesday, 8 June 2021 (both days inclusive), during which period no transfer of H Shares of the Company will be effected. To be eligible to attend and vote at the AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for holders of H Shares no later than 4:30 p.m. on Friday, 7 May 2021.
   The register of members of H Shares of the Company will be closed from Thursday, 1 July 2021 to Tuesday, 6 July 2021 (both days inclusive), during which period no transfer of H Shares of the Company will be effected. In order to be entitled to the final dividend for the year ended 31 December 2020 (subject to the approval from the Shareholders of the Company), unregistered H Shareholders of the Company must deposit the transfer documents with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Wednesday, 30 June 2021.
3. Each holder of H Shares entitled to attend and vote at the AGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a Shareholder of the Company. With respect to any Shareholder who has appointed more than one proxy, the proxy may only vote on a poll.

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1. A proxy shall be appointed by a Shareholder by a written instrument signed by the appointor or his attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under hand of its legal representative or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be notarized.
2. To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in Note (C) above must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong), not less than 24 hours before the time appointed for the AGM (i.e. 9:00 a.m. on Monday, 7 June 2021) or 24 hours before the time appointed for the holding of any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the meeting if he so desires.
3. A Shareholder or his proxy should produce proof of identity when attending the AGM. Where a Shareholder is a legal person, the legal representative of that Shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such person to attend the meeting.
4. The AGM is expected to last for not more than half a day. Shareholders who attend the AGM shall bear their own travelling and accommodation expenses.

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