ʕ਷ʕ๩ঐ๕ٰ΅Ϟࠢʮ̡

(A joint stock 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 2017 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, 25 June 2018 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 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.

By Order of the Board

China Coal Energy Company Limited

Li Yanjiang

Chairman of the Board, Executive Director

Beijing, the PRC

27 April 2018

As at the date of this notice, the executive directors of the Company are Li Yanjiang, Peng Yi and Niu Jianhua; the non-executive directors of the Company are Liu Zhiyong, Du Ji'an and Xiang Xujia; and the independent non-executive directors of the Company are Zhang Ke, Zhang Chengjie and Leung Chong Shun.

Notes:

  • 1. ELIGIBILITY FOR ATTENDING THE AGM

    Holders of H shares of the Company whose names appear on the register of members of the Company maintained by Computershare Hong Kong Investor Services Limited, the H Share registrar and transfer office of the Company in Hong Kong on Saturday, 26 May 2018 shall be entitled to attend the AGM.

    To qualify for attendance and vote at the AGM to be held on Monday, 25 June 2018, all transfers of H shares accompanied by the relevant share certificate must be lodged with 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, no later than 4:30 p.m. on Friday, 25 May 2018.

  • 2. RECOMMENDATION OF FINAL DIVIDEND, WITHHOLDING AND PAYMENT OF INCOME TAX

    FOR NON-RESIDENT LEGAL PERSONS AND OVERSEAS RESIDENT INDIVIDUAL

    SHAREHOLDERS

    The board of directors of the Company has recommended 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. If the above profit distribution proposal is approved by the shareholders at the AGM by way of Ordinary Resolution No. 4, the final dividend will be paid to the holders of H share whose names appear on the register of members for H shares of the Company on Wednesday, 4 July 2018.

    Pursuant to The Enterprise Income Tax Law of the People's Republic of China which came into effect on 1 January 2008 and its implementing rules and other relevant rules, the Company is required to withhold enterprise income tax at a rate of 10% before distributing the final dividend to non-resident enterprise shareholders whose names appear on the Company's H share register of members. Any shares of the Company registered in the name of the non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organisations, will be treated as being held by non-resident enterprise shareholders and therefore an enterprise income tax shall be withheld for their dividends receivables.

Pursuant to The Notice on Matters Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 045 issued by the State Administration of Taxation on 28 June 2011, the dividend received by the overseas resident individual shareholders from the stocks issued by domestic non-foreign invested enterprises in Hong Kong is subject to individual income tax at a rate of 10% in general. However, the tax rates for respective overseas resident individual shareholders may vary, depending on the relevant tax agreements between those countries where the overseas resident individual shareholders reside and China. Pursuant to the above mentioned notice, the Company will withhold 10% of the final dividend as individual income tax unless otherwise required by the relevant tax agreements, tax treaties or notices, while distributing the final dividend to the individual H shareholders whose names appear on the Company's register

  • of members on Wednesday, 4 July 2018.

  • 3. PROXY

    • (1) Shareholders entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote at the meeting on his behalf. The proxy need not be a shareholder of the Company.

    • (2) A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under hand of its director(s) or duly authorised attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorisation of such attorney shall be notarised.

    • (3) To be valid, the notarized power of attorney or other document(s) of authorisation (if any) and the form of proxy shall be delivered to (i) the registered office address of Company for holders of A shares of the Company; and (ii) Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, for holders of H shares of the Company, no less than 24 hours before the time fixed for convening 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 meeting if he so desires.

    • (4) If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll.

  • 4. REGISTRATION PROCEDURES FOR ATTENDING THE AGM

    • (1) A shareholder or his proxy shall produce his identification document when attending the AGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorised by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

    • (2) Holders of H shares of the Company intending to attend the AGM shall return to Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong the reply slip stating their attendance on or before Monday, 4 June 2018.

    • (3) Holders of A shares of the Company intending to attend the AGM shall return to the registered office of the Company at No. 1 Huangsidajie, Chaoyang District, Beijing, 100120, the PRC the reply slip stating their attendance.

    • (4) A shareholder may return the above reply slip in person, by post or by facsimile to the Company.

  • 5. CLOSURE OF REGISTER OF MEMBERS

    The Register of Members will be closed from on Saturday, 26 May 2018 to on Monday, 25 June 2018 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attendance and vote at the AGM to be held on Monday, 25 June 2018, all transfers of H shares of the company accompanied by the relevant share certificate must be lodged with 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, no later than 4:30 p.m. on Friday, 25 May 2018.

The Register of Members will be closed from Friday, 29 June 2018 to Wednesday, 4 July 2018 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for receiving the dividend, all transfer documents of the holders of H shares of the Company must be lodged at our H shares Registrar at Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 28 June 2018.

  • 6. METHOD OF VOTING AT THE AGM

    Pursuant to Rule 13.39 (4) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the chairman of the AGM will demand a poll in relation to the resolutions to be proposed at the AGM.

  • 7. MISCELLANEOUS

    • (1) The AGM of the Company is expected to be held for less than half a day. Shareholders attending the AGM shall be responsible for their own travelling and accommodation expenses.

    • (2) The address of the Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong is situated at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

    • (3) The registered office and the contact details of the Company are:

      No. 1 Huangsidajie

      Chaoyang District

      Beijing, 100120

      the PRC

      Telephone: (+8610) 8223 6028

      Fax: (+8610) 8225 6479

* For identification purpose only

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China Coal Energy Company Limited published this content on 27 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 April 2018 10:39:04 UTC