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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) NOTICE OF THE ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting (the "AGM") of the shareholders of China Coal Energy Company Limited (the "Company") will 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"), for the purpose of passing the following resolutions: AS ORDINARY RESOLUTIONS
  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.

* For identification purpose only

  1. 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.

  2. 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."

  1. 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.

  2. 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."

    3. 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."

      3. 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."

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

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

          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."

          1. 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.

          2. 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.

          3. 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.

          1. 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.

          2. 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.

          1. 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.

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

          By Order of the Board

          China Coal Energy Company Limited Li Yanjiang

          Chairman of the Board, Executive Director

          Beijing, the PRC 11 May 2017

          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 09:51:17 UTC.

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