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)

ANNOUNCEMENT IN RELATION TO THE RESOLUTIONS

PASSED AT THE 2019 SECONDEXTRAORDINARY GENERAL MEETING

TheEGM was held at 8:30 am on 1November 2019. All the resolutions set out in the notice of EGMdated 16September2019were duly passed.

The Company will distribute a special cash dividend of RMB1.00per Share (tax inclusive) to all Shareholders.

The second extraordinary general meeting of Yanzhou Coal Mining Company Limited (the "Company") for the year 2019(the "EGM") was convened at the headquarters of the Company at 298 South Fushan Road, Zoucheng City, Shandong Province, the People's Republic of China ("PRC") at 8:30 a.m. on Friday, 1November2019. All theresolutionsset out in the notice of EGM dated 16 September2019("Notice of EGM") were duly passed at the EGM.Details of the proposals were set out in the EGM Notice and thecircular of the Company dated 11 October 2019 (the "Circular") (unless the context requires otherwise, theterms used in this announcement have the same meaning as set out in the Circular), which were publishedatthe websites of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange")and theCompany.

The convening of the EGM was in compliance with relevant laws, administrative regulations, departmental rules,normative documents, such as the Company Law of the PRC, and the requirements under the articles of association of the Company (the "Articles of Association"). The procedures and results of voting at the EGM were valid and effective.

  1. CONVENING AND ATTENDANCE OF THE EGM
  1. Dateof the convening of the EGM: 1 November 2019
  2. Venue of the convening of the EGM: Headquarters of the Company at 298 South Fushan Road, Zoucheng City, Shandong Province, PRC
  3. Shareholders of the Company ("Shareholders")holding ordinary shares of the Company ("Shares") who attended the EGM and number of Shares:

1. Number of Shareholders/proxies attending the EGM

128

Including: number of Shareholders/proxies of A Shares

121

number of Shareholders/proxies of H Shares

7

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2. Number of Shares carrying voting rights held by the Shareholders attending the

EGM

3,370,452,789

Including: number of Shares carrying voting rights held by holders of A Shares

2,359,513,590

number of Shares carrying voting rights held by holders of H Shares

1,010,939,199

3. Percentage of Shares carrying voting rights held by the Shareholders attending the

EGM among the total Shares carrying voting rights (%)

68.616486

Including: percentage of A Shares carrying voting rights held by holders of A Shares

among the total number of Shares carrying voting rights of the Company

(%)

48.035544

percentage of H Shares carrying voting rights held by holders of H

Sharesamong the total number of Shares carrying voting rights of the

Company (%)

20.580942

4. Compliance of the voting method with the Company Law of the PRC and the requirements under the Articles of Association, chairman of the meeting, etc.

The EGM was convened by the board (the "Board") of directors of the Company (the "Directors"). The EGM was chaired by Mr. LiWei, the vice chairman of the Board. The voting method of the EGM was onsite voting combined with internet voting. The convening of the EGM was in compliance with the Company Law of the PRC and the requirements under the Articles of Association.

5. Attendance of the Directors, the supervisors of the Company ("Supervisors")and the secretary tothe Board

  1. The Company has 11Directors.6Directors attended the EGM.Mr. Li Xiyong, Mr. Liu Jian, Mr. GuoDechunand Mr. Guo Jun(Directors), and Mr. Cai Chang(Independent Director), did not attend the EGM due to work commitment.
  2. The Company has sixSupervisors. 3Supervisors attended the EGM. Mr.GuShisheng, Mr. Zhou Hong and Mr. Zhang Ning(Supervisors), did not attend the EGM due to work commitment.
  3. Mr. JinQingbin(the secretary to the Board), Mr. Zhao Honggangand Mr. He Jing (the deputy general managers of the Company) attended the EGM.Mr. Gong Zhijie (the deputy general manager of the Company) and Mr. Wang Fuqi (the chief engineer of the Company) did not attend the EGM due to work commitment.
  1. RESOLUTIONS CONSIDERED AND PASSED

All resolutions set out in the Notices of EGMwere considered and voted on by way of poll at the EGM.

All proposals were passed by way of ordinary resolutions.

Details of the resolutions were set out in the announcement of resolutions passed at the twenty- seventh meeting of the seventh session of the Board dated 30 August 2019, the Circular and the materials of the Shareholders'general meeting disclosed on 24 October 2019, which were published on the websites of the Shanghai Stock Exchange andtheHong Kong Stock Exchangeand the Company and/or China Securities Journal, Shanghai Securities News and Securities Timeswithin the PRC.

As at the date of the EGM, Yankuang Group Company Limited ("Yankuang Group") and its associates have abstained from voting on the resolution in relation to the entering into of the Financial Services Agreementbetween Yankuang Group Finance Co., Ltd. and Yankuang Group Company Limited. To the knowledge of the Company, Yankuang Group and its associates held 2,267,169,423AShares and 374,989,000 H Shares of the Company.The number of Shares entitlingthe holder to attend and vote on the resolutions at the EGM was 4,912,016,000.

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Save asdisclosed herein, to the best knowledge and belief of the Directors, there were no Shares entitling theShareholder to attend and abstain from voting in favour of any resolution pursuant to Rule

13.40 of the RulesGoverning the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") atthe EGM,and no Shareholder was required under the Listing Rules to abstain from voting at the EGM.

1. Resolutions with non-cumulative voting

1)

Resolution: To consider and approve the proposed 2019 Interim Profit Distribution Planof the

Company and to authorize the Board to distribute an aggregate special cash dividend of

RMB4,912.0million (tax inclusive), equivalent to RMB1.00 (tax inclusive) per Share to the

Shareholders

Results: Passed

Voting Results:

Class of

For

Against

Abstain

Shareholders

Number of

Percentage

Number of

Percentage

Number

Percentage

Shares

(%)

Shares

(%)

of

(%)

Shares

A Share

2,359,445,090

99.997097

68,500

0.002903

0

0.000000

H Share

1,010,939,199

100.000000

0

0.000000

0

0.000000

Total

3,370,384,289

99.997968

68,500

0.002032

0

0.000000

2)

Resolution: To consider and approvethe entering into of the Financial Services Agreement

between Yankuang Group Finance Co., Ltd. and Yankuang Group Company Limited and to

approve the major and continuing connected transaction contemplated thereunder and their

annual caps (if applicable)

Results: Passed

Voting Results:

Class of

For

Against

Abstain

Shareholders

Number of

Percentage

Number of

Percentage

Number

Percentage

Shares

(%)

Shares

(%)

of

(%)

Shares

A Share

83,702,644

90.642048

7,716,596

8.356344

924,927

1.001608

H Share

342,798,293Note

53.903323

273,810,492

43.055336

19,341,414

3.041341

Total

426,500,937

58.561614

281,527,088

38.655673

20,266,341

2.782713

Note: having excluded and disregarded the votes accidentallycast by the connected person who should abstain from voting.

2. Classified voting results in relation to cash dividends

According to the relevant regulatory requirements in the PRC, classified voting was required for the approval of the resolution in relation to the 2019 Interim Profit Distribution Plan of the Company. The classified voting results of the holders of A Shares are as follows:

Class of

For

Against

Abstain

Shareholders

Number of

Percentage

Number of

Percentage

Number

Percentage

Shares

(%)

Shares

(%)

of

(%)

Shares

Shareholders

2,222,169,423

100.000000

0

0.000000

0

0.000000

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holding more

than 5%

ordinary Shares

Shareholders

holding more

than 1% and

less than 5%

ordinary Shares

45,000,000

100.000000

0

0.000000

0

0.000000

Shareholders

holding less

than 1%

ordinary Shares

92,275,667

99.925821

68,500

0.074179

0

0.000000

Among which:

Shareholders

holding

ordinary Shares

with market

value less than

RMB500,000

12,541,322

99.456773

68,500

0.543227

0

0.000000

Shareholders

holding

ordinary Shares

with market

value more than

RMB500,000

79,734,345

100.000000

0

0.000000

0

0.000000

3. Voting results by holders of A Shares holding less than 5% on material matters

According to the relevant regulatory requirements in the PRC, individual disclosure of voting results of the holders of A Shares holding less than 5% of the Shares is required for resolutions No. 1 and 2:

No.

Resolution

For

Against

Abstain

Number of

Percentag

Number

Percentag

Numbe

Percentage

Shares

e

of

e

r of

(%)

(%)

Shares

(%)

Shares

to consider and

137,275,667

99.950125

68,500

0.049875

0

0.000000

approve the proposed

2019 Interim Profit

Distribution Plan of

the Company and to

authorize the Board

to distribute an

1

aggregate special

cash dividend of

RMB4,912.0 million

(tax inclusive),

equivalent to

RMB1.00 (tax

inclusive) per Share

to the Shareholders

to consider and

83,702,644

90.642048

7,716,596

8.356344

924,927

1.001608

2

approve the entering

into of the Financial

Services Agreement

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between Yankuang Group Finance Co., Ltd. and Yankuang Group Company Limited and to approve the major and continuing connected transaction contemplated thereunder and their annual caps (if applicable)

  1. PRESENCE OF SCRUTINEERS AND LAWYERS

1. Scrutineers

Pursuant to the Listing Rules, Hong Kong Registrars Limited wasappointed as the scrutineers for the purpose of inspecting the vote-taking at the EGM on site.

2. Law firm which witnessed the EGM: Beijing office of King & Wood Mallesons

Ms. Tang LiziandMr. Peng Xiaofrom Beijing office of King & Wood Mallesons witnessed theEGM.

3. Legal opinion of the witnessing lawyers

The convening of the EGMwas in compliance with the relevant laws, regulations and rules of the PRC, such as the Company Law of the PRC, the Securities Lawof the PRC, the Rules for Shareholders Meetings and the requirements under the Articles of Association. The eligibilities of the attendees and the convener of the EGM were valid and effective. The procedures and results of voting at the EGM were valid and effective.

IV. DISTRIBUTION OF SPECIAL CASH DIVIDEND

1. Target for distribution

Pursuant to resolution No. 1 of the EGM and as approved at the EGM, the Board will distribute a special cash dividend to:

  1. holders of the Company's A Shares; and
  2. holders of the Company's overseas-listed foreign invested Shares (in the form of H Shares) whose names appear on the H Share register of members of the Company at the close of business on Monday,18 November 2019.

To determine the identity of the Shareholders entitled to receive the special cash dividend, the Company's register of members of H Shares will be closed fromWednesday, 13 November2019to Monday, 18November2019(both days inclusive), during which no transfer of H Shares will be registered. In order to be entitled to the special cash dividend, H Shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates with the H Share registrar of the Company, Hong Kong Registrars Limited, at Shops1712- 1716, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 12 November2019.

The Company will determine the country of residence of the individual H Shareholders based on the registered addresses as recorded in the Company's register of members of H Shares at the close of

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business onMonday, 18 November2019and will accordingly withhold and pay the individual income tax. If the actual residence of any individual H Shareholder differs from the registered address, such individual H Shareholder shall attend in person with relevant supporting documents to the H Share registrar of the Company, Hong Kong Registrars Limited, at Shops1712-1716, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong before the close of business on Tuesday, 12 November2019to prove his/her residence status. If the individual H Shareholders fail to provide the relevant supporting documents to the H Share registrar within the time period stated above, the Company will determine the country of residence of the individual H Shareholders based on the recorded registered addresses on the Company's register of members of H Shares at the close of business on Monday,18 November2019.

2. Details of distribution of dividend

  1. A special cash dividend of RMB1.00per Share (tax inclusive) shall be distributed to the Shareholders entitled to such dividend.
  2. Pursuant to the Articles of Association, dividend payable to the Shareholders shall be declared in Renminbi. Dividend payable to holders of the Company's A Shares shall be paid in Renminbi while dividend payable to holders of the Company's H Shares shall be paid in Hong Kong dollars (except to the individual or enterprise investors in the PRC investing in the H Shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect). The following formula shall apply to the dividend payable in Hong Kong dollars:

Hong Kong dollar for dividend

Dividend per Share in RMB

perShare =

Average closing exchange rates of RMB to Hong

(Renminbi to Hong Kong dollar)

Kongdollar as announced by the Bank of China for the

fiveworking days prior to the announcement of

payment ofspecial cash dividend

For the purpose of calculating the Hong Kong dollar equivalent to the amount of dividends payable per H Share of the Company, the average closing exchange rates for Renminbi to Hong Kong dollar as announced by Bank of China for the fiveworking days prior to the announcement of payment of special cash dividend is RMB0.9013 = HK$1.00. Accordingly, the amount of dividends which will be payable to the holders of H Shares of the Company is HK$1.1095 per H Share of the Company (tax inclusive).

  1. The Company will appoint Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay the Receiving Agent the special cash dividend declared in respect of the Company's H Shares (except forinvestors of the Shanghai Stock Exchange and the Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares listed on the Hong Kong Stock Exchange(the "Southbound Trading")), which will be held on trust pending payment to the holders of such Shares. Such special cash dividend will be paid by the Receiving Agent on or beforeTuesday,31 December2019and will be dispatched by Hong Kong Registrars Limited to the holders of H Shares who are entitled to receive the same by ordinary post at the risk of the holders of H Shares.
  2. Details regarding the distribution of dividend toholders of the Company's A Shares will be announced separately in the PRC.

3. Matters in relation to withholding and payment of income tax

  1. For investors of H Shares (except for investors of Southbound Trading)

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  1. Withholding and payment of enterprise income tax for non-resident enterprise shareholders

According to the Enterprise Income Tax Law of the People's Republic of China and its implementation regulations which came into effect on 1 January 2008 and other relevant rules and regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% before distributing the special cash dividend to non-resident enterprise shareholders as appearing on the H Share register of members of the Company. Any Shares registered in the name of non- individual registered Shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax.

  1. Withholding and payment of individual income tax for individual foreign shareholders

The Company will implement the following arrangements in relation to the withholding and payment of individual income tax for the individual H Shareholders:

    • For individual H Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of special cash dividend.
    • For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of special cash dividend. If the applicable tax rate of the country (region) of domicile of individual holders as appeared on the Company's register of members of H Shares is less than 10% under tax treaty, such individual holders shallsubmit to the H Share Registrar at or before 4:30 p.m. on Tuesday, 12 November2019a written authorization and relevant application documents. The Company will forward such application documents to the applicable tax authorities for approval. After receiving such approval, the Company will, for and on behalf of such individual holders, effect the preferential treatments in accordance with the relevant tax treaty and pursuant to the relevant regulations promulgated by the PRC tax authorities.
    • For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty in the distribution of special cash dividend.
    • For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the individual H Shareholders in the distribution of special cash dividend.
  1. For investors of Southbound Trading

For investors of Southbound Trading, the Company has entered into "The Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading" (港股通H股股票現金紅利派發協議) with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, pursuant to which, the Shanghai Branch of China Securities Depository and Clearing Corporation Limitedand the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominees of the holders of H Shares for Southbound Trading, will receive all cash dividends distributed by the

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Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depositary and clearing system.

The cash dividends for the investors of H Shares of Southbound Trading will be paid in Renminbi. Pursuant to the relevant requirements under the "Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect" (關於滬港股票市場交易互聯互通機制試點 有關稅收政策的通知) (Caishui [2014] No. 81) and the "Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect" (關於深港股票市場交易互聯互通機制 試點有關稅收政策的通知) (Caishui [2016] No. 127) jointly issued by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, for dividends to be paid to the individual investors in the PRC from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the Company shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends to be paid to securities investment funds in the PRC from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The Company will not withhold and pay the income tax of dividends for enterprise investors in the PRC and those domestic enterprise investors shall report and pay the relevant tax themselves.

  1. For investors of Northbound Trading

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares listed on the Shanghai Stock Exchange (the "Northbound Trading"), their dividends will be distributed in Renminbi by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, to the account of the nominees holding such shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Company for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.

The record date and the date of distribution of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the holders of A Shares.

The Company assumes no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the withholding and payment of tax.

Shareholders' attention should be drawn to the contents of this announcement. The Company recommends individual H Shareholders, who have any questions on the above, to consult their taxation advisors for advice on the PRC, Hong Kong and other tax implications with respect to their holding and disposing of the H Shares.

  1. DOCUMENTS FOR INSPECTION
  1. Resolutions of the EGM, signed and confirmed (and stamped with the chop of the Board) by the Directors and meeting recorder(s) attending the meeting;
  2. Legal opinions in respect of the EGM issued by the witnessing lawyers, signed by theresponsible lawyer and stamped with company chopand

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3. Other documents required by the Hong Kong Stock Exchange.

By order of the Board

Yanzhou Coal Mining Company Limited

Li Xiyong

Chairman of the Board

Zoucheng, Shandong Province, the PRC

1 November2019

As at the date of this announcement, the Directorsare Mr. Li Xiyong, Mr. Li Wei,Mr. Wu Xiangqian, Mr. LiuJian, Mr. GuoDechun,Mr. Zhao Qingchunand Mr. Guo Jun, and the independent non- executive Directors are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwokand Mr. Qi Anbang.

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Yanzhou Coal Mining Co. Ltd. published this content on 01 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 November 2019 10:52:05 UTC