Yanzhou Coal Mining : Provision of Financial Guarantee to the Company's Subsidiaries and Granting of Authorization to Yancoal Australia and Its Subsidiaries to Provide Guarantee for the Daily Operation of the Subsidiaries of Yanzhou Coal in Australia

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 thisannouncement.

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

Provision of Financial Guarantee to the Company's Subsidiaries and Granting of Authorization to Yancoal Australia and Its Subsidiaries to Provide Guarantee for the Daily Operation of the Subsidiaries of Yanzhou Coal in Australia

This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities

and Futures Ordinance and Rules 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

I. General overview of the authorization of guarantee

(1) Basic information on the authorization of guarantee

1. In order to reduce financing costs of the subsidiaries and to ensure that the normaloperation funding needs of its subsidiaries can be satisfied, Yanzhou Coal MiningCompany Limited ("Yanzhou Coal" or the "Company") submits to the shareholders' generalmeeting for authorizing the provision of financial guarantee by the Company to itswholly-owned or controlled subsidiaries fora total amount not exceeding USD5billion or its equivalents.
2. In order to meet the normal operational needs of the Company's subsidiaries inAustralia (the "Australian Subsidiaries"), Yancoal Australia Limited ("YancoalAustralia") and its subsidiaries need to provide guarantees for a total amount of not more than AUD1.2 billion to the AustralianSubsidiaries for their daily operations. With reference to the common practice of the daily operations of operating companies in Australia, the relevant parties often provide guarantees to the subsidiaries. The guarantees for operation concerned include the provision of guarantee by Yancoal Australia to its subsidiaries, by the subsidiaries of Yancoal Australia to their subsidiaries, and byYancoalAustraliaanditssubsidiariestothesubsidiariesof Yancoal International(Holding)Co., Ltd.* (兗 煤國際（控股）有限公司) ("Yancoal International") in Australia. Such guarantees are mainly made in the form of bank guarantee.

1

(2) Details of the authorization of guarantee

1. To approve the provision of financial guarantee by the Company to its wholly-owned or controlled subsidiaries for an amount not exceeding USD5 billion or its equivalents.
2. To approve the provision of guarantees for not more than AUD1.2 billion by Yancoal Australia and its subsidiaries to the Australian Subsidiaries for their dailyoperations.
3. To approve the granting of authorization to the chairman of the board of directors of the Company (the "Board") to deal with matters in relation to the aforesaid financial guarantees in accordance with the relevant laws and regulations. Such matters include but are not limited to thefollowing:
4. 1. to determine the appropriate wholly-owned or controlled subsidiaries which will be provided with the guarantees based on the financing needs;
   2. to determine the exact terms and conditions of the guarantee agreements, which include but are not limited to the amount, term, scope and method of guarantee; and executing the guarantee agreement(s) involved and otherrelevant legal documents; and
   3. to deal with the filing and reporting of documents and information in respectof the guarantee(s) and other relevantmatters.
5. The aforementioned authorization shall become valid after it is approved by theshareholders at the 2019 annual general meeting until the date of convening of the nextannual general meeting of the Company, except where the circumstances require theperson so authorized to exercise his powers after the expiry of the term ofauthorization in relation to any contracts, agreements or decisions regarding thefinancial guarantees that have been made within the term ofauthorization.

(3) Internal decision-making procedures for the authorization of guarantee

The "Proposal in relation to provision of financial guarantee to the Company's subsidiaries andgranting of authority to Yancoal Australia and its subsidiaries to provide guarantees for thedaily operation of the subsidiaries of the Company in Australia" was considered and approvedat the 33rdmeeting of the seventh session of the Board held on 22 April2020, and will besubmitted to the 2019 annual general meeting for consideration andapproval.

II. Basic Information of the Guaranteed Parties

For the basic information of the guaranteed parties, please refer to Appendix 1 -Basicinformation of the Company's subsidiaries which are proposed to be guaranteed, Appendix 2 -Basic information of the subsidiaries of Yancoal Australia which are proposed to beguaranteed, and Appendix 3 - Basic information of the subsidiaries of YancoalInternationalwhich are proposed to be guaranteed.

III. Contents of the Guarantee Agreement and Guaranteed Parties

As of the date of this announcement, the Company has not entered into any guaranteeagreement. The Company will strictly fulfil its obligations in relation to the guarantees basedon the arrangements of the financing activities and the actual circumstances facing theCompany during the term ofthe

2

authorization in accordance with the authorization by theshareholders at the general meeting.

IV. Opinion of the Board and Independent Non-executive Directors

The Board and the independent non-executive directors of the Company are of the view thatthe matters in relation to the provision of financial guarantee by the Company to its wholly-ownedor controlled subsidiaries and the granting of authorization to Yancoal Australia and itssubsidiaries to provide guarantees for the daily operation of the Australian Subsidiaries meetthe operational development needs of the Company and its subsidiaries; the provision ofguarantees by Yancoal Australia and its subsidiaries to the Australian Subsidiaries is for thedaily operational needs and in compliance with the laws and regulations and thelocal operating practice in Australia. As the abovementioned guaranteed parties are either wholly-ownedor controlled subsidiaries of the Company, the Company therefore believes that the risk arisingfrom the guarantee can be effectively controlled and prevented, and that the guarantee will notbe detrimental to the interests of the Company and its shareholders as awhole.

V. Number of Cumulative External Guarantees and Overdue Guarantees

As at 31 December 2019, the accumulative balanceof the external guarantees provided by theCompany (all of which are guarantees provided by the Company to its wholly-ownedor controlled subsidiaries) was RMB31.298 billion in aggregate, representing49.45% of the audited net assets of RMB63.292 billion of the Company in2019 calculated in accordance with thePRC Accounting Standards.

The guaranteed parties and the guarantees are as follows:

1. YancoalAustralia

As considered and approved at the 2011 annual general meeting ofthe Company, Yancoal Australia, a controlled subsidiary of the Company, acquired equity interest in Felix with loan in an amount of USD3.04 billion. As at 31 December 2019, the balance ofthe aforementioned loan was USD1.394 billion and Yanzhou Coal provided theguaranteesofUSD0.92 billion and RMB3.31 billionto Yancoal Australia.

2. Yancoal International Resources Development Co., Ltd.* ( 兗煤國際資源開發有限公司) ("YancoalInternationalResources")

As considered and approved at the Company's second extraordinarygeneral meeting in 2012, the Company provided a guarantee in respect of the issuanceof USD1 billion corporate bonds in the overseas market by Yancoal InternationalResources, a wholly-owned subsidiary of the Company. As at 31 December 2019, thebalanceof the abovementioned guaranteewas USD0.104billion.

As considered and approved at the 2016 annual general meetingof the Company,theCompany

3

provided a guarantee to Yancoal International Resources for issuance of bonds in the principal amount of USD500 million. As at 31December 2019, the balance of the abovementioned guaranteewas USD500 million.

As considered and approved at the 2017 annual general meeting of the Company, the Company provided a guarantee to Yancoal International Resources for issuance of bonds in the principal amount of USD335 million. As of 31 December 2019, the balance of the abovementioned guaranteewas USD 335 million.

3. Yancoal International Trading Co., Ltd.* (兗煤國際貿易有限公司) ("Yancoal International Trading")

Asconsidered and approved at the 2018 annual general meetingof the Company, theCompany provided a guarantee to Yancoal International Trading, awholly-owned subsidiary of the Company, in an amount of USD50 million. As at 31 December 2019,the balance of the abovementioned guarantee was USD50 million.

4. Qingdao ZhongyinRuifeng International Trade Co., Ltd.* (青島中垠瑞豐國際貿易有限公司) ("ZhongyinRuifeng")

As considered and approved at the 2016 annual general meetingof the Company, theCompany provided a guarantee to ZhongyinRuifeng, a controlled subsidiary of the Company, in an amount of RMB600 million. As at 31 December 2019, the balance of the abovementioned guarantee was RMB600 million.

As considered and approved at the 2017 annual general meetingof the Company, theCompany provided a guarantee to ZhongyinRuifeng in an amount of RMB600 million. As at 31 December 2019, the balance of the abovementioned guarantee was RMB600 million.

As considered and approved at the 2018 annual general meeting of the Company, the Company provided a guarantee to Zhongyin Ruifeng in an amount of RMB2.07 billion. As at 31 December 2019, the balance of the abovementioned guarantee was RMB2.07 billion.

5. Zhongyin Financial Leasing Co., Ltd.* (中垠融資租賃有限公司) ("Zhongyin FinancialLeasing")

Asconsidered and approved at the 2016 annual general meetingof the Company, theCompany provided a guarantee to Zhongyin Financial Leasing, a wholly-owned subsidiary of the Company, in an amount of RMB1.67 billion. As at 31 December 2019, the balance of the abovementioned guarantee was RMB1.67 billion.

As considered and approved at the 2017 annual general meeting of the Company, the Company provided a guarantee to Zhongyin Financial Leasing in an amount of RMB1.438 billion. As at 31 December 2019, the balance of the abovementioned guarantee was RMB1.438 billion.

6. Qingdao Bonded Area Zhong Yan Trading Co., Ltd.* (青島保稅區中兗貿易有限公司) ("Qingdao ZhongYan")

Asconsidered and approved at the 2017 annual general meetingof the Company, theCompany provided a guarantee to Qingdao Zhong Yan, a wholly-owned subsidiary of the Company, in an amount of RMB1 billion. As at 31 December 2019, the balance of the abovementioned guarantee was RMB1 billion.

4

Asconsidered and approved at the 2018 annual general meetingof the Company, the Company provided guarantee to Qingdao Zhong Yan in an amount of RMB1.905 billion. As at 31 December 2019, the balance of the abovementioned guarantee was RMB1.905 billion.

7. Yancoal International (Singapore) Co., Ltd. ("Yancoal Singapore")

As considered and approved at the 2017 annual general meeting of the Company, the Company provided guarantee to Yancoal Singapore, a wholly-owned subsidiary of the Company, in an amount of USD30 million. As at 31 December 2019, the balance of the abovementioned guarantee was USD30 million.

8. Duanxin Supply Chain (Shenzhen) Co., Ltd. ("Duanxin Shenzhen")

As considered and approved at the 2017 annual general meeting of the Company, the Company provided guarantee to Duanxin Shenzhen, a wholly-owned subsidiary of the Company, in an amount of RMB30 million. As at 31 December 2019, the balance of the abovementioned guarantee was RMB30 million.

9. Duanxin Commercial Factoring (Shenzhen) Co., Ltd ("Duanxin Factoring")

As considered and approved at the 2017 annual general meeting of the Company, the Company provided guarantee to Duanxin Factoring, a wholly-owned subsidiary of the Company, in an amount of RMB50 million. As at 31 December 2019, the balance of the abovementioned guarantee was RMB50 million.

10. Shandong Zhongyin International Trade Co., Ltd. ("Zhongyin International Trade")

As considered and approved at the 2018 annual general meeting of the Company, the Company provided guarantee to Zhongyin International Trade, a wholly-owned subsidiary of the Company, in an amount of RMB600 million. As at 31 December 2019, the balance of the abovementioned guarantee was RMB600 million.

11. AustralianSubsidiaries

As at 31 December 2019, Yancoal Australia and its subsidiaries has performance deposit and guarantee for operational necessity in a total amount of AUD921 million.

The Company did not have overdue guarantee.

VI. Document Available ForInspection

The resolutions passed at the 33rdmeeting of the seventh session of the Board of Yanzhou Coal Mining Company Limited.

By order of the Board

Yanzhou Coal Mining Company Limited

Li Xiyong

Chairman

Zoucheng,Shandong Province,thePRC

22 April 2020

As at the date of this announcement, the Directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent

5

non-executive Directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang

6

Appendix 1: Basic information of the Company'ssubsidiarieswhich are proposed to be guaranteed

Unit: RMB100 million

Proportio

31 December 2019

2019

Place of

n of

Name of

Registered

Curren

Operat

shares

Total

No.

registrat

Scope of operations

Total

Net

Debt/ass

tliabili

Bank

ing

Net

company

capital

held by

ion

assets

liabilitie

assets

et ratio

ties

loans

incom

profit

the

s

e

Company

1

Yancoal

Australi

AUD6.027

62.26%

Coal mining and sales

534.31

240.25

294.06

44.96%

103.08

105.90

218.87

35.25

Australia Ltd.

a

billion

of coal

Yancoal

Foreign investment,

development of

2

International

Hong

USD2.8

100%

mining technology,

143.83

101.29

42.53

70.43%

101.29

21.63

0.21

6.92

(Holding) Co.,

Kong

million

transfer and consulting

Ltd.

services, import and

exporttrade

Yancoal

Exploration and

3

International

Hong

USD0.6

100%

Resources

development of

74.02

43.86

30.16

59.26%

13.37

0.00

0.00

0.03

Kong

million

Development

mining resources

Co., Ltd.

Yancoal

Development, transfer

International

USD1

4

Hong

100%

and consultation

9.04

6.49

2.55

71.85%

6.49

0.00

0.09

0.08

Technology

Kong

million

services of mining

Development

technology

Co., Ltd

Zhongyin

Financial leasing

RMB7

business, leasing

5

Financial

Shangha

100%

business, purchase of

132.48

64.39

68.09

48.60%

47.87

9.38

6.79

3.43

Leasing Co.,

i

billion

leasing property from

Ltd.

the domestic and

6

					overseas market
	Qingdao				International trade,
	Zhongyin	Shandon	RMB200
6	Ruifeng	51%	carrying trade, import	58.68	55.98	2.71	95.39%	55.98	2.32	170.94	0.2
International	g	million	and export of self-
	Qingdao
	Trade Co.,				operated commodities
	Ltd.
	Zhongyin	Hong	HKD10		International trade,
7	Ruifeng (Hong	51%	carrying trade, import	1.66	1.39	0.27	83.73%	1.39	0.56	97.69	0.045
Kong) Co.,	Kong	million	and export of self-
	Ltd.				operated commodities
	Shandong				Import and export of
				commodities and
	Zhongyin	Shandon	RMB300
		technologies, sale of
8	International	100%	18.16	11.43	6.73	62.94%	11.43	0.29	71.05	2.68
g Jinan	million	coal and coal mining
	Trade Co.,
				machinery equipment
	Ltd.
				and accessories etc.
	Qingdao				Trade of domestic bulk
	Shandon	RMB50		commodities,
9	Zhong Yan	100%	international trade,	15.78	14.74	1.04	93.41%	14.74	8.36	56.49	0.07
Trading Co.,	g	million	carrying trade, import
	Qingdao
	Ltd.				and export of self-
					operated commodities
	Zhongyin				Financial leasing
	Tai'an	Shandon	RMB1.593
10	Financial	70%	business, leasing	17.39	2.10	15.29	12.08%	1.24	0.86	0.48	0.71
g Tai'an	billion
	Leasing Co.,		business
	Ltd.
	Duanxin	Guangd			Equity investment,
	(Shenzhen)			entrusted asset
11	ong	RMB10	100%
Investment	management,	11.45	0.02	11.43	0.17%	0.02	0.00	0.00	0.25
Shenzhe	billion
	Holding		investment
	n
	Co., Ltd.			management
12	Duanxin	Guangd	RMB100	100%	Commercial factoring
Commercial	ong	business, trading	1.47	0.87	0.6	59.18%	0.87	0.00	0.16	-0.53
million
	Factoring	Shenzhe		business
					7

	(Shenzhen)	n
	Co., Ltd.
	Duanxin	Guangd			Supply chain
			management and
13	Supply Chain	ong	RMB100	100%
relevant supporting	18.89	17.54	1.35	92.85%	17.54	0.00	0.79	0.28
(Shenzhen)	Shenzhe	million
		services, trading
	Co., Ltd.	n
			business
	Yankuang
	(Hainan)
14	Intelligent	Hainan	RMB100	51%	Trade in bulk
Logistics	30.45	29.24	1.21	96.03%	29.24	8.98	349.55	0.21
Haikou	million	commodities
	Science and
	Technology
	Co., Ltd.
15	Yanzhou Coal	Shando	RMB310	100%	Manufacturing and sale
Blue Sky	ng	million	of environmentally-
	Clean Energy	Jining			friendly furnace; clean	5.42	2.57	2.85	47.42%	2.57	0.00	1.81	0.01
	Co. Ltd.				heating; environmental
					protection projects

8

Appendix 2: Basic information of the subsidiaries of Yancoal Australia which are proposed to be guaranteed

Unit: AUD100 million

Percentag

31 December 2019

2019

Name of

Place of

Registered

e of

Scope of

shares

Total

Debt/ass

Current

Bank

Operating

company

registration

capital

held by

operations

Total assets

Net assets

Net profits

liabilities

et ratio

liabilities

loans

revenue

the

Company

Non-legal

Coal

Ashton Joint

mining,

person joint

washing

Venture

N/A

100%

2.37

2.18

0.19

91.98%

0.25

0.00

1.77

-3.89

venture

and

Company

company

preparatio

n

Coal

Austar Coal

State of

AUD

mining,

washing

Mine Pty

100%

1.45

3.57

-2.12

246.21%

0.31

0.00

1.37

-2.01

Victoria

64,000,000

and

Limited

preparatio

n

Coal

Donaldson

State of New

AUD

mining,

100%

washing

4.36

5.27

-0.91

120.87%

0.09

0.00

0.005

-0.13

Coal Pty Ltd

South Wales

3,636,115.53

and

preparatio

n

Coal

Duralie Coal

State of New

mining,

washing

Mine Pty

AUD2

100%

1.49

4.77

-3.28

320.13%

4.76

0.00

0.00

-0.01

South Wales

and

Limited

preparatio

n

Stratford Coal

Western

Coal

mining,

Mine Pty

AUD10

100%

8.80

21.10

-12.30

237.77%

18.96

0.00

0.87

0.01

Australia

washing

Limited

and

9

				preparatio
				n
	Non-legal			Coal
Moolarben			mining,
person joint			washing
Joint Venture	N/A	85%	2.37		2.18	0.19	91.98%	0.25	0.00	1.77	-3.89
venture	and
Company
company			preparatio
				n
Yancoal	State of New	AUD	100%	Coal
Resources	mining,
South Wales	444,712,130	33.05		6.51	26.54	19.70%	1.18	0.00	12.92	2.34
Limited		exploratio
				n
				Coal
Yarrabee Coal	State of			mining,
AUD 92,080	100%	washing
Company Pty	8.93		4.33	4.60	48.49%	0.24	4.28	0.01	-0.39
Queensland	and
Ltd.
			preparatio
				n
				Coal
	State of New			mining,
Hunter Valley	N/A	67.60%	washing	6.88		2.73	4.15	39.68%	1.06	0.00	4.03	0.13
South Wales	and
				preparatio
				n
				Coal
Wark Hill	State of New			mining,
N/A	55.57%	washing	22.60		3.82	18.78	16.90%	3.56	0.00	12.09	3.38
Associate	South Wales	and
				preparatio
				n
				Coal
Mount	State of New			mining,
		washing
Thorley	N/A	80.00%	12.00		3.71	8.29	30.92%	1.22	0.00	8.87	2.28
South Wales	and
Associate
			preparatio
				n
						10

Appendix 3: Basic Information of the subsidiaries of Yancoal International which are proposed to be guaranteed

Unit: AUD100 million

			Percentag				31 December 2019				2019
			e of
Guaranteed	Place of	Registered	Scope of
shares		Total			Debt/as	Current	Bank
company	registration	capital	held by	operations	Total assets		Net assets	Revenue		Net profit
			the			liabilities			set ratio	liabilities	loans
			Company
Athena Joint	Non-legal
person	N/A	51%	Exploratio
Venture	joint	0.44	0.25		0.19	56.82%	0.14	0.00	0.01		0.00
n
Company	venture
	company
				Coal
Premier Coal	Western	AUD3,885,	100%	mining,
washing	3.51	1.79		1.72	51.00%	1.22	0.00	2.06		0.00
Limited	Australia	679
	and
				preparation
Syntech	State of			Coal
AUD		mining,
Resources	New South	100%	washing	8.25	6.05		2.20	73.33%	5.66	0.00	2.28		0.18
64,826.90
Pty Ltd.	Wales		and
				preparation
Tonford	State of	AUD	100%	Exploratio	0.56	0.26		0.30	46.43%	0.09	0.00	0.00		-0.06
(Holding) Ltd	Victoria	46,407,918	n
Wilpeena	State of	AUD	100%	Exploratio	0.16	0.14		0.02	87.50%	0.03	0.00	0.00		0.00
(Holding) Ltd	Victoria	3,457,382	n

11