YZCHF Yanzhou Coal Mining Ltd (QX)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Certain statements contained in this announcement may be regarded as forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks and uncertainties is included in the Company’s filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Company’s views as of the date of this announcement. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this announcement.

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.

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

VERY SUBSTANTIAL ACQUISITION

ACQUISITION OF COAL & ALLIED FROM RIO TINTO

Sole Financial Advisor to the Company

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On 24 January 2017 (in London, United Kingdom), Yancoal Australia, a subsidiary of the Company, entered into the SPA with the Vendors in respect of the Acquisition. Pursuant to the SPA, Yancoal Australia, as the Purchaser, has conditionally agreed to acquire and the Vendors have conditionally agreed to sell all of the Sale Shares, free from all security interests, at the Purchase Price of US$2.45 billion (approximately HK$19.01 billion) (or US$2.35 billion (approximately HK$18.24 billion), depending on the payment structure elected by Yancoal Australia), subject to adjustments in accordance with the SPA.

Set out below are the principal terms of the SPA:

Signing Date: 24 January 2017 (in London, United Kingdom)

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendors and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

The Vendors, as legal and beneficial owner, agree to sell to the Purchaser, and the Purchaser agrees to purchase and acquire from the Vendors with effect from Completion all of the Sale Shares in C&A, free from all security interests pursuant to the SPA.

The Purchase Price for the Acquisition is US$2.45 billion (approximately HK$19.01 billion), where the Purchaser will pay US$1.95 billion upon Completion (the “ Purchase Price Completion Payment ”) plus five deferred payments of US$100 million (“ Deferred Payment Amount ” or collectively, the “ Deferred Payment Amounts ”) each payable on the first, second, third, fourth and fifth anniversary of the Completion Date.

To secure payment of the Deferred Payment Amounts, upon Completion, the Purchaser shall provide security instruments to the satisfaction of ACH, or five letters of credit each with the amount equalling to a Deferred Payment Amount.

However, the Purchaser can elect to pay US$2.35 billion (approximately HK$18.24 billion) (the “ Single Payment Purchase Price ”), as a single payment at Completion, if the election is made within one months after signing of the SPA.

The Purchase Price is payable to ACH and HVR on a pro rata basis (which is 75.71% and 24.29% respectively) and subject to adjustments in accordance with the SPA. Please refer to the section headed “2.8(d) Estimated Purchase Price Adjustment” for more details.

The Purchase Price (including the applicable adjustments) was agreed after arm’s length negotiations between the Purchaser and the Vendors on normal commercial terms and taking into account, among other things, the following factors:

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In view of the above, the Directors consider that the Purchase Price (including the applicable adjustments) is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Purchaser intends to fund payment of the Purchase Price under the SPA (including any actual upward adjustment thereto (if applicable)) using proceeds from the YAL Rights Issue. Please refer to the section headed “The Company’s support of the YAL Rights Issue” below in this announcement for further details regarding the Company’s support of the YAL Rights Issue.

Completion will not proceed unless and until the following conditions (the “ Conditions Precedent ”) are fulfilled in accordance with the SPA:

(ii)

PRC outbound approvals from the State-owned Asset Supervision and Administration Commission of Shandong Provincial Government , the National Development and Reform Commission , the Ministry of Commerce of the PRC and the State Administration of Foreign Exchange of the PRC ; and

If all of the Conditions Precedent are unlikely to be satisfied within nine months of the date of the SPA (the “ Long Stop Date ”), the Vendor or the Purchaser may, by giving notice to the Vendor or the Purchaser (as applicable), extend the Long Stop Date by another 30 days.

None of the Conditions Precedent (except the Novation CP which may be waived by the Vendors) may be waived by any party to the SPA.

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Subject to certain exceptions as set out in the SPA, during the period from the date of SPA until the earlier of Completion or termination of SPA, the Vendor must not, and must ensure that its related persons do not, except with the prior written consent of the Purchaser, directly or indirectly (i) solicit, invite, initiate or encourage any competing proposal or any inquiry, expression of interest, offer, proposal, negotiations or discussions by or with any person other than members of the Group (the “ Third Party ”) in relation to, or that may reasonably be expected to encourage or lead to the making of a competing proposal, or communicate any intention to any person to do any of those things; (ii) directly or indirectly enter into, continue or participate in, negotiations or discussions with, or accept or enter into, or offer to accept or enter into, any agreement, arrangement or understanding with any Third Party in relation to, or that may reasonably be expected to lead to, a competing proposal; or (iii) directly or indirectly, make available to any Third Party, or permit any Third Party to receive, any non-public information relating to C&A in connection with such Third Party formulating, developing or initialization, or assisting in the formulation, development or initialization of, a competing proposal.

If a Material Adverse Change occurs before the cut-off date (the “ Cut-off Date ”) as specified by the SPA and:

until Completion, the Purchaser may, by written notice to the Vendor, terminate the SPA.

If a Material Adverse Change occurs on or after the Cut-off Date, the Purchaser may, until Completion, by written notice to the Vendors, terminate the SPA.

Material Adverse Change includes an event, change, condition, matter, circumstance or things occurring on or after the date of the SPA (each a Specific Event ), which, whether individually or when aggregated with all such events, changes, conditions, matters, circumstances or things of a like kind that:

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other than to the extent that such event occurs because of the Vendors complying with the terms of the SPA or a request of the Purchaser or any change in law or any general economic, political business or financial change.

The SPA is also subject to termination on other customary grounds as specified in the SPA.

The Purchaser may terminate the SPA if funding is not available on acceptable terms to fund the Purchase Price under the SPA. The termination fee payable by the Purchaser is US$23.5 million.

The Completion Date is the latest to occur of:

Completion is expected to take place around early third quarter of 2017.

Completion of the sale and purchase of the Sale Shares will take place on the Completion Date at the offices of the Vendor’s solicitors or at any other place as agreed.

On the Completion Date, the Purchaser must deliver certain documents to ACH, including, but not limited to:

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to ACH (or as it directs), without deduction or withholding of any tax.

After Completion, the Purchase Price is adjustable based on the actual net debt and working capital position of C&A as at the final calendar date of the month immediately preceding the month in which the Completion Date occurs (the “ Effective Date ”). As disclosed above, the Completion Date will be the first Business Day following a month end, unless the Purchaser and Vendors agree otherwise. The Purchase Price will be adjusted for (i) the net debt of C&A as at the Effective Date (“ Actual Net Debt Value ”) (as the Purchase Price was agreed by the parties on the assumption that C&A will have nil net debt as at the Effective Date, i.e. a cash free and debt free basis); and (ii) the difference between the actual working capital of C&A as at the Effective Date (“ Actual Working Capital Value ”) and an agreed level of base working capital (being AUD(161) million subject to correction in the event of manifest error) (“ Agreed Working Capital Value ”) (as the Purchase Price was agreed by the parties on the assumption that C&A will have a level of working capital as at the Effective Date equal to the Agreed Working Capital Value).

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In other words, the Purchase Price will be (i) increased for any cash as at the Effective Date; (ii) reduced for any debt as at the Effective Date; and (iii) increased (or reduced) for working capital as at the Effective Date to the extent that the Actual Working Capital Value is higher (or less) than the Agreed Working Capital Value respectively.

The adjusted Purchase Price as determined above is then further adjusted for the Estimated Adjustment Amount applied at Completion to determine a final amount to be payable by the Purchaser or Vendors, as applicable.

After the abovementioned adjustments are settled, there may be a downward adjustment to the Purchase Price if certain outstanding subordinate approvals relating to mining operations are not obtained.

The Purchaser must procure that for at least 12 months following Completion, the terms and conditions of employment of employees of the Target Company Group remain, when considered on an overall basis, to be no less favourable than the Target Company employee’s terms and conditions of employment under which he or she is employed immediately prior to the Completion Date.

At least 2 months before the expected Completion Date, the Purchaser must make or procure an offer of employment to certain New South Wales based employees of Rio Tinto Group or give notice to the Vendor if it elects not to make an offer of employment to the employee.

Before Completion, if reasonably practicable, and within three months after the Completion Date, ACH must use reasonable endeavours to obtain, and assist the Purchaser to obtain, the consent of the parties to certain procurement contracts to the novation of all of the rights and obligations of the Rio Tinto Group Party under these contracts, to the Purchaser or a member of the Target Company Group nominated by the Purchaser.

As part of the Acquisition, the following agreements are to be entered into and delivered to the Purchaser on the Completion Date:

The Transitional Services Agreement is to be entered into by Rio Tinto Services Limited and C&A, pursuant to which Rio Tinto Services Limited shall provide certain transition services to C&A for maximum service terms between one and six months after Completion. The services to be provided shall include ad hoc services that may be required post Completion. The price for the services shall be calculated on the basis of the actual cost incurred by Rio Tinto Services Limited plus 7.5%. C&A may terminate the Transitional Services Agreement on 5 Business Days’ prior notice.

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If the Novation CP is not satisfied and is waived by the Vendors, the Coal Supply and Transportation Agreement is to be entered into by ACH and Yancoal Australia (or one of its subsidiaries), pursuant to which Yancoal Australia shall supply coal to ACH and be responsible for the transportation of the coal from Australia to Thailand. The coal to be supplied must be sourced from C&A or agreed third party suppliers. ACH will use the coal sourced under the agreement to fulfil its obligations under the BLCP Agreement. The term of the Coal Supply and Transportation Agreement shall be the same as the term of the BLCP Agreement, which is until 2031. Yancoal Australia is required to supply up to a maximum of 3,627,000 tonnes (on an equivalent calorific value basis) per year and is entitled to supply a minimum of 2,560,000 tonnes (on an equivalent calorific value basis) per year on a take or pay basis.

The Bee Creek Contract is to be entered into between YAS and Hail Creek Marketing Pty Limited, a company controlled by Rio Tinto Group, pursuant to which YAS will purchase up to 800,000 tonnes per annum of coal from Hail Creek Marketing Pty Limited until 31 December 2020 on arms-length terms, for the purpose of supporting the obligations of Yancoal Australia under the Coal Supply and Transportation Agreement. YAS can nominate at its option in the month of September the amount of coal it wishes to purchase for the following year.

Certain subsidiaries wholly-owned by C&A which are participants holding interests in the HVO Joint Venture and the MTW joint ventures will each enter into a royalty deed (each a “ Royalty Deed ”, and together, the “ Royalty Deeds ”) with ACH, pursuant to which each of those entities agrees to pay royalties to ACH for the coal mined and sold from HVO and MTW, respectively, if the benchmark coal price for the quarter (the thermal coal index figure (in US$) known as the globalCOAL Weekly NEWC Index, and published weekly on the website of globalCOAL) is greater than US$75 per tonne, with escalation annually based on inflation. The royalty period is 10 years commencing from the end of the third anniversary after Completion (the “ Royalty Period ”) and the initial royalty amount is US$2 per tonne payable quarterly, with escalation annually based on inflation. The royalty is payable on C&A’s share of all product coal mined and sold from the specified tenements at Mount Thorley, Warkworth and HVO during the Royalty Period, other than coal supplied under the BLCP Agreement and coal extracted from any future underground mine. The aggregate amount of royalties payable by those C&A subsidiaries is capped at US$650 million.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of Rio Tinto Services Limited, BLCP, Hail Creek Marketing Pty Limited and ACH and its respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

Further announcement(s) will be made by the Company as and when required in accordance with the Listing Rules.

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Pursuant to the Joint Venture Agreement-Hunter Valley Operations dated 3 February 2016 between CAOP, HVOR and HVOP (the “ HVO Joint Venture Agreement ”), HVOR has tag-along rights (the “ Tag-along Rights ”) to sell its 32.4% interests (the “ Participating Interest ”) in HVO Joint Venture, which will be triggered as a result of the Acquisition.

Pursuant to the SPA, the Purchaser acknowledges the Tag-along Rights and shall make an irrevocable offer (the “ Tag-along Offer ”) to HVOR to acquire the Participating Interest in accordance with terms of the HVO Joint Venture Agreement. The Purchaser must do everything to ensure compliance with the HVO Joint Venture Agreement, including entering into discussions with HVOR prior to the Completion. On and from Completion, the Purchaser must comply, and procure that CAOP and HVOR comply, with their respective obligations under the HVO Joint Venture Agreement, including executing any documents.

The HVO Joint Venture Agreement has an agreed mechanism for negotiating and agreeing on a value of any Tag-along Offer, including determination by an independent expert if required. The discussions under the Tag-along Offer would commence shortly after the signing of the SPA. The Purchaser and HVOR are obliged to try to agree on the fair market value of the Participating Interest (taking into account the expected future performance of HVO, market conditions etc.) and if no agreement is reached, the parties must nominate their assessment of the fair market value of the Participating Interest. If those values are within 10% of each other then the fair market value will be the average of the two values, otherwise, an independent valuer shall be appointed who must choose between the two values.

Once the fair market value has been determined, HVOR may ultimately elect to accept or reject any Tag-along Offer. It is expected that the timeframe for conclusion of discussions with HVOR and any HVOR election on whether or not it will exercise the Tag-along Rights may not occur until May 2017.

The discussions under the Tag-along Offer runs in parallel with, but independent of, the Acquisition. Completion of the Acquisition is not conditional on the Purchaser making the Tag-along Offer. However, as the HVO Joint Venture Agreement does not prescribe any terms for the Tag-along Offer, the Purchaser has the flexibility to propose terms that it considers appropriate, which would include making the acquisition of the Participating Interest conditional on the Completion of the Acquisition (i.e. the Purchaser would not acquire the Participating Interest unless the Acquisition also completes).

As of the date of this announcement, Yancoal Australia has only held preliminary discussion with HVOR regarding the Tag-along Offer and no agreement has been reached between Yancoal Australia and HVOR. Further announcement(s) setting out the development and the detailed terms of the Tag-along Offer will be made by the Company as and when appropriate or required in accordance with the Listing Rules. The final agreed value of the Tag-along Offer will be set out in the circular to be despatched to the Shareholders in relation to the Acquisition.

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C&A is a leading Australian producer of high quality thermal coal, indirectly owning majority interests in three coal mine operations, namely Hunter Valley Operations (“ HVO ”), Mount Thorley and Warkworth (together, “ MTW ”) and associated assets.

HVO is an open cut mine located 24 kilometres north west of Singleton in the Hunter Valley Basin, which covers an area of approximately 11,000 hectares. It is currently owned by C&A as to 67.6% and HVOR as to 32.4%. HVO commenced operation in 1949 and its major products comprise thermal coal and semi-soft coking coal. HVO has underground operation potential.

MTW comprises two open cut mines, namely Mount Thorley and Warkworth, located 14 kilometres north west of Singleton in the Hunter Valley Basin, which covers an aggregated area of approximately 6,000 hectares. Mount Thorley is owned by C&A as to 80% and POSCO as to 20% while Warkworth is owned by C&A as to 55.6%, HVOR as to 28.9%, Mitsubishi Material as to 6.0% and Nippon Steel as to 9.5%. Mount Thorley and Warkworth both commenced operation in 1981. The major products of MTW are thermal coal and semi-soft coking coal. MTW has potential for the development of an underground longwall expansion to support continued use of site infrastructure.

The table below sets forth information about HVO and MTW:

Notes:

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The information referred to above in relation to the reserves and production of the Coal Mine Assets is provided by C&A. A circular including among other things, a report on the reserves of the Coal Mine Assets prepared by a competent person qualified under Chapter 18 of the Listing Rules to be engaged by the Company will be despatched to the Shareholders. Such report will be prepared in accordance with the requirements of Chapter 18 of the Listing Rules. Shareholders and potential investors should note that the estimate of the reserves of the Coal Mine Assets as set out in such report may differ from those referred to above, and should therefore exercise caution in relying on the information referred to above.

Yancoal Australia has engaged legal counsel and other professional advisers to conduct due diligence of the Coal Mine Assets. As of the date of this announcement, no legal proceedings with the relevant government authorities and/or to which the Coal Mine Assets are subject or non-compliance to the relevant rules and regulations committed in relation to the operation of the Coal Mine Assets, which in the view of Yancoal Australia might have material impact on the Coal Mine Assets, has been identified by Yancoal Australia or reported or notified by C&A or the Vendors.

C&A also owns, among other associated assets, a 36.5% interest in Port Waratah Coal Services Limited

(“ PWCS ”) (the operator of the Kooragang and Carrington coal terminals located in Newcastle). PWCS leases and manages the Kooragang and Carrington coal terminals on behalf of its shareholders. C&A does not have control over PWCS hence its minority investment in PWCS are not consolidated into C&A’s financial results. Under normal circumstances, C&A usually receives an annual dividend from PWCS.

The following financial information of the Coal Mine Assets attributable to the Target and the Participating Interest under the Tag-along Offer (i.e. 100% of HVO and 64.1% of MTW) is provided by C&A. Such information is derived from the HVO and MTW unaudited management accounts for the years ended 31 December 2014, 2015 and 2016, prepared under Australian GAAP. The summary of the financial information of the Coal Mine Assets attributable to the Target and the Participating Interest is presented as follows:

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As at 31 March 2016, the book value of the Target Company amounted to approximately AUD1.3 billion.

The table below sets forth further operational and financial metrics (unaudited) of Yancoal Australia and C&A:

Key financial metrics

Rio Tinto has not reviewed the financial information set out above and accepts no responsibility for that information.

Notes:

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The Group is principally engaged in coal mining, coal washing and process and coal sales in China and Australia. Through Yancoal Australia, the Group owned and operated nine coal mines in Australia as at the date of this announcement, primarily selling coal to export markets in Asia. Selectively making strategic acquisitions of coal mines in Australia to expand the operation in Australia is one of the business strategies of the Group, which is an important driver for growth and enhancing shareholder value.

The Acquisition, in the view of the Board, is an opportune investment for the Group to develop, expand and diversify its high quality and low cost coal portfolio in Australia. The Board also expects the Acquisition to create synergies with its existing operation in Australia and further expand its coal production. After the Acquisition, the financial condition of Yancoal Australia is expected to improve to provide a profitability outlook, which in turn will attract more independent investors, allow Yancoal to strengthen its capital base and diversify the shareholding of Yancoal Australia.

The Board believes that the Acquisition is in line with the Group’s business strategy and is consistent with the nature of the Group’s current business; the terms of the SPA are on normal commercial terms, which are fair and reasonable; and the Acquisition is in the interests of the Company and the Shareholders as a whole.

As set out in the section headed “Reasons for and Benefits of the Acquisition” above in this announcement, the Board is of the view that the Acquisition is an opportune investment for the Group to develop, expand and diversify its high quality and low cost coal portfolio in Australia. Therefore, the Company intends to subscribe for around US$1 billion of its entitlement in the YAL Rights Issue. Since the Company’s intention is to maintain at least 51% shareholding in Yancoal Australia, the Company may adjust its subscription amount in the YAL Rights Issue and may also convert certain amount of convertible hybrid bonds issued by Yancoal Australia on 31 December 2014 (please refer to the announcements dated 9 November 2014, 12 November 2014, 22 December 2014, 23 December 2014, 30 December 2014 and 31 December 2014 and the circular dated 27 November 2014 of the Company for more details in relation to the convertible hybrid bonds) at the time of its subscription of the YAL Rights Issue. Further announcement(s) setting out the details of the Company’s subscription under the YAL Rights Issue will be made by the Company as and when appropriate or required in accordance with the Listing Rules.

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The Company will also consider to restructure its existing shareholder loans made to Yancoal Australia to restore and strengthen Yancoal Australia’s balance sheet to assure its sustainable development.

The Company is one of the main coal producers and sellers in China and Australia. The principal business of the Company includes coal mining, coal washing and process and coal sales.

Yancoal Australia is an investment platform of the Company in Australia. As at the date of this announcement, Yancoal Australia owned and operated nine coal mines in Australia.

ACH and HVR are wholly-owned members of the Rio Tinto Group. Rio Tinto Group is a leading global mining and metals group which focuses on finding, mining, processing and marketing mineral resources.

HVOR is a related body corporate of Mitsubishi Development, a wholly-owned subsidiary of Mitsubishi Corporation and the holding company of Mitsubishi’s mineral resources investments in Australia. Mitsubishi Development specializes in developing coking coal for use in making steel and thermal coal for use in generating electrical power.

Mitsubishi Development Pty Ltd is ultimately part of Mitsubishi Corporation, a global integrated business enterprise that develops and operates businesses across many industries, including industrial finance, energy, metals, machinery, chemicals, and daily living essentials.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, HVOR and its ultimate beneficial owner is a third party independent of the Company and its connected persons.

As the Acquisition and the Tag-along Offer constitute a series of transactions involving the acquisition of parts of one asset, the percentage ratios (as defined in Rule 14.07 of the Listing Rules) are calculated on an aggregated basis. As the highest applicable percentage ratio in respect of the Acquisition and the Tag- along Offer on an aggregated basis exceeds 100%, the Acquisition and the Tag-along Offer constitute a very substantial acquisition of the Company under Chapter 14 of the Listing Rules. Therefore, the Acquisition and the Tag-along Offer are subject to the reporting, announcement and Shareholders’ approval requirements under the Listing Rules.

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An EGM will be convened and held for the Shareholders to consider and, if appropriate, approve the SPA and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the relevant resolutions to approve the SPA and the transactions contemplated thereunder.

The controlling shareholder of the Company, Yankuang Group, which holds directly or indirectly, approximately 56% of the total issued share capital of the Company as at the date of this announcement, has undertaken to vote in favour of the resolution to approve the SPA and the transactions contemplated thereunder at the EGM.

A circular containing, amongst others, (i) further details of the SPA and the transactions contemplated thereunder; (ii) a competent person’s report and a valuation report in respect of the Target Assets, both in compliance with the requirements of Chapter 18 of the Listing Rules; (iii) the notice of the EGM; and (iv) other information as required under the Listing Rules is expected to be despatched to the Shareholders on or before 3 May 2017, as additional time is required by the Company for the preparation of certain information for inclusion in the circular.

Completion is conditional upon the satisfaction of the Conditions Precedent set out in the SPA. Accordingly, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

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“BLCP”		BLCP Power Limited, an owner of a 400 MW coal-fired power station located in Map Ta Phut, Thailand
“BLCP Agreement”		A coal supply and transportation agreement dated 13 June 2003 entered into between ACH and BLCP
“Board”		the board of Directors of the Company
“Business Day”		a day which is not a Saturday, Sunday or a public holiday in Brisbane, Queensland
“C&A” or “Target Company”		Coal & Allied Industries Limited, the target company of the SPA
“CAOP”		Coal & Allied Operations Pty Ltd, a wholly-owned subsidiary of C&A and one of the participants holding interests in the HVO Joint Venture
“Coal Mine Assets”		coal mine operations of Hunter Valley Operations, Mount Thorley and Warkworth in the Hunter Valley region, New South Wales, Australia
“Coal Supply and Transportation Agreement”		a long-term Coal Supply and Transportation Agreement to be entered into by ACH and Yancoal Australia (or one of its subsidiaries), pursuant to which Yancoal Australia shall supply coal which meets specifications to ACH and be responsible for the transportation of the coal from Australia to Thailand
“Completion”		the completion by the parties of the sale and purchase of the Sale Shares under the SPA
“Completion Date”		the date on which Completion occurs
“Company”		, Yanzhou Coal Mining Company Limited, a joint stock limited company incorporated in the PRC and the H shares, ADSs and A shares of which are listed on the Hong Kong Stock Exchange, New York Stock Exchange Inc. and the Shanghai Stock Exchange, respectively
“connected person(s)”		has the meaning ascribed to it under the Listing Rules
“Director(s)”		the director(s) of the Company
“EGM”		the extraordinary general meeting of the Company to be convened or any adjournment thereof for the purpose of considering and, if appropriate, approving, among others, the resolutions in respect of the Acquisition
“FIRB”		Foreign Investment Review Board of Australian Government
“Group”		the Company and its subsidiaries

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For the purpose of this announcement, unless otherwise indicated, the exchange rate of US$1.00 = HK$7.76 and AUD1.00 = HK$5.59 have been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such rate or any other rate or at all on the date or dates in question or any other date.

Zoucheng, Shandong Province, the PRC

24 January 2017

As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Wu Yuxiang, Mr. Zhao Qingchun, Mr. Guo Dechun and Mr. Guo Jun, and the independent non-executive directors of the Company are Mr. Wang Lijie, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Qi Anbang.

About the Company

For more information, please contact:

Yanzhou Coal Mining Company Limited

Jin Qingbin, Company Secretary

Tel: +86 537 538 2319

Address: 298 Fushan South Road, Zoucheng,

Shandong Province, 273500 PRC

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