Yanzhou Coal Mining : ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE TWENTY-SEVENTH MEETING OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

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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 ("PRC") with

limited liability)

(Stock Code: 1171)

ANNOUNCEMENT OF RESOLUTIONS PASSED AT

THE TWENTY-SEVENTH MEETING OF THE SEVENTH SESSION OF

THE BOARD OF DIRECTORS

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.

Notice of the twenty-seventh meeting (the "Meeting") of the seventh session of the board of directors (the "Board") of Yanzhou Coal Mining Company Limited (the "Company") was despatched on 16 August 2019 by way of written notice or email. On 30 August 2019, the Meeting was held at the headquarters of the Company in Zoucheng City, Shandong Province, the PRC by telecommunications. Eleven directors of the Company (the "Directors") were required to attend the Meeting and all of them were present. The Meeting complied with the requirements of the relevant laws such as the Company Law of the PRC, administrative regulations, departmental rules and the articles of association of the Company.

The following resolutions were passed at the Meeting:

1. To approve the "2019 Interim Report of Yanzhou Coal Mining Company Limited" and the publication of 2019 interim results both at home and abroad.

(For: 11; Against: 0; Abstain: 0)

2. To approve the "Proposal in relation to the Interim Profit Distribution Plan of Yanzhou Coal Mining Company Limited for the First Half of 2019", and submit the same to the 2019 second extraordinary general meeting of the Company for discussion and consideration.

(For: 11; Against: 0; Abstain: 0)

The Board proposed to declare an interim cash dividend of RMB4,912.0 million (tax inclusive)

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for the first half of 2019, being RMB1.00 per share (tax inclusive) calculated on the basis of 4,912.0 million total issued shares of the Company.

The Company will not increase its share capital from the capital reserve in the first half of 2019.

The independent Directors have provided independent opinions.

For details, please refer to the announcement of the Company dated 30 August 2019 in relation to the Interim Profit Distribution Plan of Yanzhou Coal Mining Company Limited for the First Half of 2019. The information has been published on the websites of the Shanghai Stock Exchange, the Stock Exchange of Hong Kong Limited (the "SEHK") and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

3. To approve the "Proposal in relation to the discussion and consideration of provision for impairment for assets ".

(For: 11; Against: 0; Abstain: 0)

To approve the provision for impairment for assets of RMB100.69 million, which would result in a decrease of RMB100.69 million in gross profit for the first half of 2019 and a decrease of RMB77.96 million in net profit attributable to shareholders of the parent company.

The independent Directors have provided independent opinions.

4. To approve the "Proposal in relation to the renewal of Financial Services Agreement between Yankuang Group Finance Co., Ltd. and Yankuang Group Company Limited ", and submit the same to the 2019 second extraordinary general meeting of the Company for discussion and consideration.

(For: 9; Against: 0; Abstain: 0)

1. To approve the Financial Services Agreement between Yankuang Group Finance Co., Ltd. ("Yankuang Finance Company") and Yankuang Group Company Limited ("Yankuang Group") and annual caps of transactions and respective services (if applicable) for the three years from 2020 to 2022, and submit the same to the 2019 second extraordinary general meeting of the Company for discussion and consideration.
2. To approve the independent Directors of the Company (i.e. Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang) to compose the independent board committee, which provides independent opinions on the fairness of transactions based on professional advice provided by independent financial adviser.
3. Any one of the Director be authorized to confirm the contents and disclosures of the circular to shareholders and other relevant documents.

As the proposal involved related party transactions, two related Directors abstained from voting while the remaining nine non-related Directors unanimously approved the proposal.

For details, please refer to the announcement of daily related transactions of the Company dated 30 August 2019. The information has been published on the websites of the Shanghai Stock Exchange, the SEHK and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

5. To approve the "Proposal in relation to the capital increase in Yankuang Group 2

Finance Co., Ltd.".

(For: 9; Against: 0; Abstain: 0)

To approve the Company to enter into the Agreement on the Capital Increase in Yankuang Finance Company with Yankuang Group and Yankuang Finance Company, pursuant to which the Company and Yankuang Group will contribute a total amount of RMB1,500 million in cash to the registered capital of Yankuang Finance Company in proportion to their respective equity interest in Yankuang Finance Company; in particular, the Company will contribute an amount of RMB1,425 million and Yankuang Group will contribute an amount of RMB75 million. The Capital Increase is subject to the review and approval procedure of state assets supervision.

As the proposal involved related party transactions, two related Directors abstained from voting while the remaining nine non-related Directors unanimously approved the proposal.

For details, please refer to the announcement of related party transactions in relation to the capital increase in Yankuang Group Finance Co., Ltd. of the Company dated 30 August 2019. The information has been published on the websites of the Shanghai Stock Exchange, the SEHK and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

6. To approve the "Proposal in relation to the capital increase in Ordos Neng Hua and Yingpanhao Company".

(For: 11; Against: 0; Abstain: 0)

To approve the Company to make additional capital contributions of RMB2.7 billion to its wholly-owned subsidiary, Yanzhou Coal Ordos Neng Hua Company Limited ("Ordos Neng Hua") in cash, and Ordos Neng Hua to make additional capital contributions of RMB2.7 billion to its wholly-owned subsidiary, Ordos Yingpanhao Coal Mining Company Limited ("Yingpanhao Company") in cash. The capital contribution is subject to the review and approval procedure of state assets supervision.

For details, please refer to the announcement in relation to the capital increase in Ordos Neng Hua and Yingpanhao Company of the Company dated 30 August 2019. The information has been published on the websites of the Shanghai Stock Exchange, the SEHK, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

7. To approve the "Proposal in relation to the provision of internal loans to Ordos Neng Hua and the provision of external loans by Ordos Neng Hua".

(For: 11; Against: 0; Abstain: 0)

To approve the Company to provide internal loans in an amount of RMB 1.4 billion to Ordos Neng Hua , and Ordos Neng Hua to provide such loans to Inner Mogolia Mining (Group) Co., Ltd.

8. To approve the "Proposal in relation to change of representative of securities affairs of Yanzhou Coal Mining Company Limited".

(For: 11; Against: 0; Abstain: 0)

To appoint Ms. Shang Xiaoyu as the representative of securities affairs of the Company.

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For details, please refer to the announcement in relation to change of representative of securities affairs of Yanzhou Coal Mining Company Limited dated 30 August 2019. The information has been published on the websites of the Shanghai Stock Exchange, the SEHK and the Company, and/or China Securities Journal, Shanghai Securities News and Securities Times in the PRC.

9. To approve the convening of the 2019 second extraordinary general meeting of Yanzhou Coal Mining Company Limited.

(For: 11; Against: 0; Abstain: 0)

Any one of the Directors be authorized to confirm the convening date, the date of publication of the notices, relevant materials and documents for the 2019 second extraordinary general meeting, and to confirm or revise the relevant materials and documents required to be provided to the regulatory authorities and shareholders.

By order of the Board

Yanzhou Coal Mining Company Limited

Li Xiyong

Chairman of the Board

Zoucheng City, Shandong Province, the PRC

30 August 2019

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

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