Yanzhou Coal Mining : Proxy Forms

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)

Form of Proxy for Use at the 2020 First Extraordinary General

Meeting to be Held on Wednesday, 30 September 2020

The Number of Shares

Represented by the form of

proxy(note 1)

I/We(note 2),__________________________________________________________________________

Address(note 2)________________________________________________________________________

being the registered holder(s) of _______________(note 1) H shares of RMB 1.00 each in the capital of

Yanzhou Coal Mining Company Limited (the "Company"), HEREBY APPOINT(note 3) the Chairman of the 2020 first extraordinary general meeting of the Company (the "EGM") or _______________ of

________________________ as my/our proxy/proxies to attend on my/our behalf at the EGM (and/or

at any adjournment thereof) to be held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People's Republic of China at 8:30 a.m. on Wednesday, 30 September 2020. The proxy/proxies will vote on the resolution listed in the notice of EGM as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

RESOLUTIONS	FOR(note 4) AGAINST(note 4) ABSTAIN(note
	4)

Special Resolution: "THAT, to consider and approve the proposal in relation to the

1. amendments to the Articles of Association of Yanzhou Coal Mining Company Limited".

• The details of the above resolution are included in the announcement in relation to the proposed amendments to the Articles of Association of the Company dated 14 September 2020.

Signature(note 5): ____________________

Date: ____________________

Notes:

• Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as defined in the announcement in relation to the proposed amendments to the Articles of Association of the Company dated 14 September 2020.

1. Please insert the number of shares in the Company to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name.
2. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company.

1. If the person other than the Chairman of the EGM is to be appointed as proxy, please delete "the Chairman of the 2020 first extraordinary general meeting of the Company or" and insert into the blank space the name and address of the proxy appointed. Each Shareholder is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy need not be a Shareholder. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.
2. Important: If you wish to vote for any resolution, tick in the box marked "FOR". If you wish to vote against any resolution, tick in the box marked "AGAINST". If you wish to abstain from voting on any resolution, tick in the box marked "ABSTAIN", and your voting will be counted in the total number of votes cast in that resolution for the purpose of calculating the result of that resolution. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
3. This form of proxy must be signed by you (or by your attorney duly authorized in writing). If you are a legal entity such as a company or an organisation, this form of proxy must be under the seal of the legal entity or be signed by its director (or responsible person) or a duly authorized attorney.
4. To be valid, this form of proxy, together with the power of attorney or other documents of authorization under which it is signed, must be delivered to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.
5. A proxy attending the EGM must present his proof of identity.