Yanzhou Coal Mining : NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 second extraordinary general meeting (the "EGM") of Yanzhou Coal Mining Company Limited (the "Company") will be held at 8:30 a.m. on Friday, 1 November 2019 at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People's Republic of China (the "PRC") for the purpose of considering and, if thought fit, passing the following resolutions of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the announcement in relation to the resolutions passed at the board of directors, the announcement of 2019 Interim Profit Distribution Plan and the major and continuing connected transaction announcement on the provision of financial services to Yankuang Group dated 30 August 2019, and the supplemental announcement on the 2019 Interim Profit Distribution Plan dated 2 September 2019 (the "Announcements")). The details of the following resolutions are included in the Announcements:

1. Ordinary Resolution: "THAT, to consider and approve the proposed 2019 Interim Profit Distribution Plan of the Company and to authorize the Board to distribute an aggregate special cash dividend of RMB4,912.0 million (tax inclusive), equivalent to RMB1.00 (tax inclusive) per share to the Shareholders".
2. Ordinary Resolution: "THAT, to consider and approve the 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 transactions contemplated thereunder and their annual caps (if applicable)".

By order of the Board

Yanzhou Coal Mining Company Limited

Li Xiyong

Chairman

Zoucheng, Shandong, the PRC

16 September 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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Notes:

1. Eligibility for attending the EGM
   Holders of the Company's overseas listed foreign invested shares (in the form of H shares) whose names appear on the Company's register of members of H shares which is maintained by Hong Kong Registrars Limited at the close of business on Monday, 30 September 2019 are entitled to attend the EGM after completing the registration procedures for attending the EGM. Holders of H shares, who intend to attend the EGM, must deliver the completed reply slips for attending the EGM to the Office of the Secretary to the Board no later than Friday, 11 October 2019. Shareholders can deliver the necessary documents for registration to the Company in person, by post or by facsimile. Further details of the requirements of the instrument appointing the proxies are set out in note 2 below.
2. Proxy
   Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM. The proxies of a Shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized. For holders of H Shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Hong Kong Registrars Limited (17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong) no less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof in order for such documents to be valid.
3. Closure of register of members
4. 1. For the purpose of determining the entitlement to attend and vote at the EGM
      The H Share register of members of the Company will be closed, for the purpose of determining Shareholders' entitlement to attend the EGM, from Wednesday, 2 October 2019 to Friday, 1 November 2019 (both days inclusive), during which period no transfer of the Company's H Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Monday, 30 September 2019 for registration. H Shareholders whose names appear on the H Share register of members of the Company maintained by Hong Kong Registrars Limited on or before the above date will be eligible to attend the EGM.
   2. For the purpose of determining the entitlement to the proposed special interim dividend.
      To determine the identity of the Shareholders entitled to receive the special interim dividend, the Company's H Share register of members will be closed from 13 November 2019 (Wednesday) to 18 November 2019 (Monday) (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to the special interim 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on 12 November 2019 (Tuesday).
5. Miscellaneous
6. 1. The EGM is expected to last a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
   2. All voting at the EGM will be conducted by onsite or online poll.
   3. Details of the Office of the Secretary to the Board are as follows:
      298 South Fushan Road Zoucheng
      Shandong Province 273500 PRC Tel: [phone]
      Fax: [phone]

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