中國中煤能源股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 01898) FORM OF PROXY FOR THE ANNUAL GENERAL MEETING FOR THE YEAR 2016 TO BE HELD ON MONDAY, 26 JUNE 2017

I/We(Note 1) of being the registered holder(s) of shares(Note 2) of RMB1.00 each in the share capital of China Coal Energy Company Limited (the "Company"), hereby appoint the THE CHAIRMAN OF THE AGM(Note 3), or

of as my/our proxy to attend and act for me/us and on my behalf/our behaves at the annual general meeting for the year 2016 (the "AGM") of the Company to be held at 2:30 p.m. on Monday, 26 June 2017 at China Coal Building, No. 1 Huangsidajie, Chaoyang District, Beijing, the People's Republic of China (the "PRC"), and any adjournment thereof, for the purpose of considering, and if thought fit, passing the resolution as set out in the notice convening the AGM and at the AGM, and any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolution as hereunder indicated(Note4).

AS ORDINARY RESOLUTIONS

For(Note 4)

Against(Note 4)

Abstain(Note 4)

1. To consider and, if thought fit, to approve the report of the board of directors of the Company for the year ended 31 December 2016.

2. To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2016.

3. To consider and, if thought fit, to approve the audited financial statements of the Company for the year ended 31 December 2016.

4. To consider and, if thought fit, to approve the profit distribution proposal of the Company, namely, the proposal for distribution of a final dividend of RMB0.039 per share (tax inclusive) in an aggregate amount of approximately RMB514,531,500 for the year ended 31 December 2016, and to authorize the board of directors of the Company to implement the aforesaid distribution.

5. To consider and, if thought fit, to approve the capital expenditure budget of the Company for the year ending 31 December 2017.

6. To consider and, if thought fit, to approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's domestic auditor and Deloitte Touche Tohmatsu as the Company's international auditor for the financial year of 2017 and to authorize the board of directors of the Company to determine their respective remunerations.

7. To consider and, if thought fit, to approve the emoluments of the directors of the third session of the board of the Company and the supervisors of the third session of the supervisory committee of the Company for the year of 2017.

8.00 To consider and, if thought fit, to approve the supplemental agreement to the coal supply framework agreement dated 23 October 2014 (the "2015 Coal Supply Framework Agreement") entered into between the Company and China

National Coal Group Corporation* (中國中煤能源集團有限公司)

(the "Parent"), and the revision of the annual caps thereof.

8.01 To consider and, if thought fit, to approve: "THAT

the supplemental agreement dated 27 April 2017 to the 2015 Coal Supply Framework Agreement entered into between the Company and the Parent, and the revision of the annual cap of the 2015 Coal Supply Framework Agreement for the year ending 31 December 2017 are hereby approved, ratified and confirmed."

* for identification purpose only

AS ORDINARY RESOLUTIONS

For(Note 4)

Against(Note 4)

Abstain(Note 4)

9.00 To consider and, if thought fit, to approve certain continuing connected transaction framework agreements entered into by the Company and the relevant annual caps thereof for the years from 2018 to 2020.

  1. To consider and, if thought fit, to approve: "THAT

    1. the coal supply framework agreement dated 27 April 2017 (the "2018 Coal Supply Framework Agreement") entered into between the Company and the Parent, and the annual caps for the three years ending 31 December 2020 for the transactions contemplated thereunder are hereby approved, ratified and confirmed; and

    2. any one director of the Company be and is hereby authorized to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the 2018 Coal Supply Framework Agreement and completing the transactions contemplated thereunder with such changes as he may consider necessary, desirable or expedient."

    1. To consider and, if thought fit, to approve: "THAT

      1. the integrated materials and services mutual provision framework agreement dated 27 April 2017 (the "2018 Integrated Materials and Services Mutual Provision Framework Agreement") entered into between the Company and the Parent, and the annual caps for the three years ending 31 December 2020 regarding provision of the materials and ancillary services and of the social and support services to the Company and its subsidiaries (the "Group") by the Parent and its associates (excluding the Group, the "Parent Group") contemplated thereunder are hereby approved, ratified and confirmed; and

      2. any one director of the Company be and is hereby authorized to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the 2018 Integrated Materials and Services Mutual Provision Framework Agreement and completing the transactions contemplated thereunder with such changes as he may consider necessary, desirable or expedient."

      1. To consider and, if thought fit, to approve: "THAT

        1. the project design, construction and general contracting services framework agreement dated 27 April 2017 (the "2018 Project Design, Construction and General Contracting Services Framework Agreement") entered into between the Company and the Parent, and the annual caps for the three years ending 31 December 2020 for the transactions contemplated thereunder are hereby approved, ratified and confirmed; and

        2. any one director of the Company be and is hereby authorized to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the 2018 Project Design, Construction and General Contracting Services Framework Agreement and completing the transactions contemplated thereunder with such changes as he may consider necessary, desirable or expedient."

        AS ORDINARY RESOLUTIONS

        For(Note 4)

        Against(Note 4)

        Abstain(Note 4)

        1. To consider and, if thought fit, to approve: "THAT

          1. the financial services framework agreement dated 27 April 2017 (the "2018 Financial Services

          2. any one director of the Company be and is hereby authorized to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the 2018 Financial Services Framework Agreement and completing the transactions contemplated thereunder with such changes as he may consider necessary, desirable or expedient."

          Framework Agreement") entered into between the Chinacoal Finance Co., Ltd.* (中煤財務有限責任公 司) ("Chinacoal Finance") and the Parent, and the

          annual caps regarding the maximum daily balance of loans and financial leasing (including accrued interests) granted by Chinacoal Finance to the Parent Group for the three years ending 31 December 2020 contemplated thereunder are hereby approved, ratified and confirmed; and

          10.00 To consider and, if thought fit, to approve the appointment of independent non-executive directors of the third session of the board of directors of the Company.

          10.01 to approve the appointment of Mr. Zhang Chengjie as an independent non-executive director of the third session of the board of directors of Company.

          10.02 to approve the appointment of Mr. Leung Chong Shun as independent non-executive director of the third session of the board of directors of the Company.

          11.00 To consider and, if thought fit, to approve the appointment of non-executive director of the third session of the board of directors of the Company.

          11.01 to approve the appointment of Mr. Du Ji'an as non- executive director of the third session of the board of directors of the Company.

          12.00 To consider and, if thought fit, to approve the appointment of shareholder representative supervisor of the third session of the supervisory committee of the Company.

          12.01 to approve the appointment of Mr. Wang Wenzhang as shareholder representative supervisor of the third session of the supervisory committee of the Company.

          Signature(s)(Note 5): Date: 2017

          Notes:

          1. Please insert full name(s) and address(es) in BLOCK LETTERS.

          2. Please insert the number of shares (including A shares and H shares) registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

          3. If any proxy other than the Chairman of the AGM is preferred, strike out the words "THE CHAIRMAN OF THE AGM" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

          4. 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". Any abstain vote shall be regarded as voting rights for the purpose of calculating the result of that resolution, while any waiver to vote shall be disregarded as voting rights for the purpose of calculating the results of resolutions. Failure to complete any of all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

          5. This form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney. If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

          6. In case of joint holders of any share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the AGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether personally or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

          7. In order to be valid, the form of proxy together with the power of attorney or other document(s) of authorisation (if any) must be deposited with,

            1. in the case of holders of A shares, the registered address of the Company at No. 1 Huangsidajie, Chaoyang District, Beijing, 100120, the PRC; or (ii) in the case of holders of H shares, Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof, as the case may be. Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the AGM if he so wishes.

            2. Shareholders or their proxies attending the AGM shall produce their identity documents.

            China Coal Energy Company Limited published this content on 11 May 2017 and is solely responsible for the information contained herein.
            Distributed by Public, unedited and unaltered, on 11 May 2017 10:06:23 UTC.

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