China Coal Energy : FORM OF PROXY FOR THE ANNUAL GEN...

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(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 2017

TO BE HELD ON MONDAY, 25 JUNE 2018

I/We(Note 1)

of being the registered holder(s) of shares(Note 2) of RMB1.00 each in the share capital ofChina Coal Energy Company or of

Limited

(the

"Company"),

herebyappointthe

THECHAIRMANOFTHE

AGM(Note 3),

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 2017 (the "AGM") of the Company to be held at 2:30 p.m. on Monday, 25 June 2018 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(Note 4).

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 2017.

• 2. To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2017.

• 3. To consider and, if thought fit, to approve the audited financial statements of the Company for the year ended 31 December 2017.

• 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 RMB0.055 per share (tax inclusive) in an aggregate amount of approximately RMB724,327,800 for the year ended 31 December 2017, 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 2018.

• 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 2018 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 2018.

• 8. To consider and, if thought fit, to approve the acquisition by Shanxi China Coal Huajin Energy Co., Ltd. of 100% equity interest in SDIC Jincheng Energy Investment Co., Ltd. held by China National Coal Group Corporation.

Signature(s)(Note 5):

Date: 2018

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, (i) 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.

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

* For identification purpose only