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. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND MAJOR TRANSACTION PROPOSED PROVISION OF GUARANTEE FOR THE SYNDICATED LOAN FACILITY TO AN AFFILIATED COMPANY OF THE COMPANY The Company announces that on 21 August 2015, the Board passed a resolution to approve (i) the proposed amendments to the Articles of Association, and (ii) the proposed provision of Guarantee for in respect of the Syndicated Loan Facility. Zhongtian Synergetic Company is an affiliated company of the Company and is owned as to 38.75% by the Company as at the date of this announcement. The Board proposed to make certain amendments to the Articles of Association to reflect: (i) the expansion of the Company's scope of business operation in order to implement the centralized sales of coal chemical products, upgrade management efficiency and quality, and realize the maximum efficiency in operation; and (ii) the adjustment of the Company's business scope due to that coal wholesale operations will fall within the general operation of the Company instead of the licensed operation pursuant to the provisions of relevant laws and regulations. will obtain a Syndicated Loan Facility of RMB44 billion from the Bank Syndicate for the construction of the coal deep processing demonstration project in Ordos. The Company and the Other Guarantors, being the others shareholders of, have agreed to provide guarantees for the Syndicated Loan Facility on a proportional basis. In accordance with the shareholding ratio of the Company in as at the date of this announcement, the Company will provide the Guarantee for 38.75% of the liabilities of Zhongtian Synergetic Company under the Syndicated Loan Facility, and the total amount of the Guarantee shall be no more than RMB17.05 billion. The Company and will undertake joint liability in respect of the Guarantee amounting to no more than RMB17.05 billion in total. As the one or more applicable percentage ratios (as defined in Rule 14.07 of the Hong Kong Listing Rules) in respect of the Guarantee exceeds 25%, therefore the Guarantee will constitute a major transaction of the Company and is subject to the notification, announcement requirements and the requirement of shareholders' approval under Chapter 14 of the Hong Kong Listing Rules. The above-mentioned proposal in relation to (i) the proposed amendments to the Articles of Association, and (ii) the proposed provision of Guarantee for will be put forward at the EGM for Shareholders consideration and approval. A circular containing, among others, details of the proposed amendments to the Articles of Association, and the proposed provision of Guarantee for 1
, as well as other information required under the Hong Kong Listing Rules is expected to be despatched to the Shareholders on or before 11 September 2015. INTRODUCTION The Company announces that on 21 August 2015, the Board passed a resolution to approve (i) the proposed amendments to the Articles of Association, and (ii) the proposed provision of Guarantee for Zhongtian Synergetic Company in respect of the Syndicated Loan Facility. is an affiliated company of the Company and is owned as to 38.75% by the Company as at the date of this announcement. PROPOSE AMENDMENTS TO THE ARTICLES OF ASSOCIATION The Board proposed to make certain amendments to the Articles of Association to reflect: (i) the expansion of the Company's scope of business operation in order to implement the centralized sales of coal chemical products, upgrade management efficiency and quality, and realize the maximum efficiency in operation; and (ii) the adjustment of the Company's business scope due to that coal wholesale operations will fall within the general operation of the Company instead of the licensed operation pursuant to the provisions of relevant laws and regulations. The details of the abovementioned amendments are set out as follows: Paragraph 2 of Article 13 Which originally reads as: "The scope of business operations of the Company includes: Licensed operations including coal mining (according to respective terms of validity on the licenses for coal mines), and coal wholesale operations (qualification certificate for coal business expiring on 10 August 2012); General operations including the investment and management of coal, railway, port and new energy projects; investment and management of coal chemicals, coal coking, coal seam gas, power generation, production of electrolytic aluminium and aluminium processing; the research and development, manufacturing and sale of coal mining machinery and equipment; engineering design, prospecting survey, construction, tender agency and consultancy services, etc.; import and export business; real estate development and operation, property management; and sale of coke products." is proposed to be amended as follows: "The scope of business operations of the Company includes: Licensed operations including coal mining (according to respective terms of validity on the licenses for coal mines); General operations including coal wholesale operations, the investment and management of coal, railway, port and new energy projects; investment and management of coal chemicals, coal coking, coal seam gas, power generation, production of electrolytic aluminium and aluminium processing; the research and development, manufacturing and sale of coal mining machinery and equipment; engineering design, prospecting survey, construction, tender agency and consultancy services, etc.; import and export business; real estate development and operation, property management; and sale of coke products and chemical products (excluding hazardous chemicals and precursor chemicals in category I). The scope of business operation of the Company shall be subject to the final approval by the relevant administrative authorities for industry and commerce." The proposed amendments to the Articles of Association is subject to the approval by the Shareholders by way of special resolution at the EGM. THE PROPOSED ARRANGEMENT OF THE GUARANTEE 2
Parties: (a) (b) the Company (c) the Bank Syndicate Basic Information will obtain a Syndicated Loan Facility of RMB44 billion from the Bank Syndicate for the construction of the coal deep processing demonstration project in Ordos. The Company and the Other Guarantors, being the others shareholders of, have agreed to provide guarantees for the Syndicated Loan Facility on a proportional basis. The Company has agreed to enter into the Financing Documents for the Syndicated Loan Facility upon obtaining the Shareholders' approval at the EGM on the major terms of the Guarantee set out below, and the completion of the Other Guarantors' internal approval procedures in respect of the Syndicated Loan Facility. Scope and Amount of the Guarantee In accordance with the shareholding ratio of the Company in as at the date of this announcement, the Company will provide the Guarantee for 38.75% of the liabilities of Zhongtian Synergetic Company under the Syndicated Loan Facility, and the total amount of the Guarantee shall be no more than RMB17.05 billion. The Company and will undertake joint liability in respect of the Guarantee amounting to no more than RMB17.05 billion in total. Condition Precedents of the Guarantee Arrangement The arrangement of the Guarantee shall become effective upon the satisfaction of the following conditions: (i) obtaining the Shareholders' approval on the Guarantee arrangement at the EGM; (ii) the Other Guarantors agree to provide guarantees for the Syndicated Loan Facility according to their shareholding ratios in and complete their respective internal approval procedures in respect of the Syndicated Loan Facility; and (iii) the execution of the Financing Documents for the Syndicated Loan Facility in relation to the Syndicated Loan Facility and the guarantees by Zhongtian Synergetic Company, the Company, the Other Guarantors and the Bank Syndicate. Termination of the Guarantee The Guarantee will be terminated upon the satisfaction of the following conditions: (i) Zhongtian Synergetic Company's coal deep processing demonstration project in Ordos meet the conditions of completion set out in the Financing Documents for the Syndicated Loan Facility, and the assets such as mining lease and land use rights owned by meet the asset pledge conditions required by the Bank Syndicate; (ii) the aforesaid assets owned by has been pledged to the Bank Syndicate; (iii) 's coal deep processing demonstration project in Ordos makes profit in three consecutive years; (iv) the operating cash flow of is positive before the termination of the Guarantee; and (v) the settlement of at least 30% of the principal amount of the Syndicated Loan Facility. The guarantees provided by the Company and the Other Guarantors shall become effective simultaneously, and the duration of which should be kept consistent with each other. The Guarantee will not come into effect before or be discharged after any of the guarantee provided by the Other Guarantors. Consideration 3
Neither the Company, nor the other shareholders of will receive any fee or commission from providing the guarantees for in respect of the Syndicate Loan Facility. Reasons for and Benefits of Providing the Guarantee Since 's coal deep processing demonstration project in Ordos is in construction, the mining lease and land use rights are still in certification process and are not qualified for asset pledge, guarantees provided by shareholders of for the above-mentioned project are required by the Bank Syndicate. The Directors consider that the Company s provision of the Guarantee will facilitate to obtain the Syndicated Loan Facility, which will procure the above-mentioned project to be implemented on schedule, and will therefore ensure the early realization of investment recovery. The Directors are of the view that the major terms of the Guarantee are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Board expects that there would be no material difference between the major terms disclosed in this announcement and the Financing Documents for the Syndicated Loan Facility to be executed, and the Board are of the view that the terms and conditions of the Financing Documents for the Syndicated Loan Facility to be executed will be basically equivalent to the Company as compared with those of the Guarantee as disclosed in this announcement. General Information of the Parties The Company The Company is principally engaged in production, sales and trading of coal, coal mining equipment manufacturing, production, sales and trading of coal chemical products, and other related operations in China., an affiliated company of the Company which is owned as to 38.75% by the Company as at the date of this announcement, is principally engaged in preparation, processing and sales of coal, production and sales of coal chemical (excluding hazardous products) and other related operations, as well as the operation of the coal deep processing demonstration project in Ordos. To the best of the Directors knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. Bank Syndicate A bank syndicate group comprises of several financial institutions incorporated in the PRC as the lenders under the Financing Documents for the Syndicated Loan Facility. To the best of the Directors knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, the Bank Syndicate and their ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. Hong Kong Listing Rules Implications As the one or more applicable percentage ratios (as defined in Rule 14.07 of the Hong Kong Listing Rules) in 4
respect of the Guarantee exceeds 25%, therefore the Guarantee will constitute a major transaction of the Company and is subject to the notification, announcement requirements and the requirement of shareholders' approval under Chapter 14 of the Hong Kong Listing Rules. GENERAL INFORMATION The above-mentioned proposals in relation to (i) the proposed amendments to the Articles of Association, and (ii) the proposed provision of Guarantee for will be put forward at the EGM for Shareholders consideration and approval. A circular containing, among others, details of the proposed amendments to the Articles of Association, and the proposed provision of Guarantee for Zhongtian Synergetic Company, as well as other information required under the Hong Kong Listing Rules is expected to be despatched to the Shareholders on or before 11 September 2015. DEFINITIONS Articles of Association Bank Syndicate Board Company connected person controlling shareholder Director(s) EGM Financing Documents for the Syndicated Loan Facility Group Guarantee the articles of association of the Company, as amended from time to time a bank syndicate group comprises of several financial institutions incorporated in the PRC as the lenders under the Financing Documents for the Syndicated Loan Facility the board of Directors China Coal Energy Company Limited* ( 中國中煤能源股份有限公司 ), a joint stock company incorporated under the laws of the PRC with limited liability and whose H shares are listed and traded on the Hong Kong Stock Exchange and A shares are listed and traded on the Shanghai Stock Exchange has the meaning ascribed to it under the Hong Kong Listing Rules has the meaning ascribed to it under the Hong Kong Listing Rules the director(s) of the Company the extraordinary general meeting of the Company for approving, among others, the proposed amendments of the Articles of Association and the proposed provision of Guarantee for Zhongtian Synergetic Company Financing Documents to be entered into among Zhongtian Synergetic Company, the Company, the Other Guarantors and the Bank Syndicate in respect of the Syndicated Loan Facility and the guarantees to be provided by the shareholders of Zhongtian Synergetic Company pursuant to their shareholding ratios in the Company and its subsidiaries the guarantee to be provided by the Company in respect of the of the Syndicated Loan Facility pursuant to its shareholding ratio in 5
Hong Kong Listing Rules Hong Kong Stock Exchange Other Guarantors PRC RMB Shareholder(s) Syndicated Loan Facility the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited the other shareholders of who will provide guarantees to for the Syndicated Loan Facility on a proportional basis, namely Sinopec Great Wall Energy and Chemical Co., Ltd.* ( 中國石化長城能源化工有限公司 ), Sinopec Great Wall, Shenergy Company Limited* ( 申能股份有限公司 ), and Inner Mongolia Manshi Coal Group Co., Limited* ( 內蒙古滿世煤炭集團股份有限公司 ), holding 38.75%, 12.5% and 10% of the equity interests in, respectively. To the best of the Directors knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, the Other Guarantors and their ultimate beneficial owner(s) are third parties independent of the Company and its connected persons the People s Republic of China, but for the purposes of this announcement only, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan Renminbi, the lawful currency of the PRC the shareholder(s) of the Company a syndicated loan facility to be extended by the Bank Syndicate to in the principal amount of RMB44 billion under the Financing Documents for the Syndicated Loan Facility Zhongtian Synergetic Energy Company Limited* ( 中天合創能源有限責任公司 ), a limited liability company incorporated under the laws of the PRC and owned as to 38.75% by the Company % per cent By Order of the Board China Coal Energy Company Limited Wang An Chairman of the Board, Executive Director Beijing, the PRC 21 August 2015 As at the date of this announcement, the executive directors of the Company are Wang An, Li Yanjiang and Gao Jianjun; the non-executive directors of the Company are Peng Yi, Liu Zhiyong and Xiang Xujia; and the independent non-executive directors of the Company are Zhang Ke, Zhao Pei, and Ngai Wai Fung. * For identification purpose only 6