Report of Foreign Issuer (6-k)

1934 ACT FILE NO. 001-14714

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of October 2016

 

 

Yanzhou Coal Mining Company Limited

(Translation of Registrant’s name into English)

 

 

298 Fushan South Road

Zoucheng, Shandong Province

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				Yanzhou Coal Mining Company Limited
Date October 31, 2016						By         /s/ Zhang Baocai
						Name:    Zhang Baocai
						Title:      Director

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Certain statements contained in this announcement may be regarded as forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks and uncertainties is included in the Company’s filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Company’s views as of the date of this announcement. Except as required by law, the Company undertakes no obligation to update or revise publicly any forwardlooking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this announcement.

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.

 

YANZHOU COAL MINING COMPANY LIMITED

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

(Stock Code: 01171)

ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT

THE TWENTY-SIXTH MEETING OF THE SIXTH SESSION OF

THE BOARD OF DIRECTORS

 

This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rules 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Notice of the twenty-sixth meeting of the sixth session of the board (the “ Board ”) of directors of Yanzhou Coal Mining Company Limited (“ Yanzhou Coal ” or the “ Company ”) was dispatched on 14 October 2016 by way of written notices or e-mails. The meeting was held by way of voting by correspondence on 28 October 2016 at the headquarter of the Company in Zoucheng City, Shandong Province, the People’s Republic of China (the “ PRC ”). Eleven directors of the Company (the “ Directors ”) were notified of the meeting and all of them were present. The meeting complied with the requirements of the relevant laws, regulations and rules such as the Company Law of the PRC as well as the articles of association of the Company. The consideration and approval of resolutions at the meeting of the Board is as follows:

 

1.

To approve the “Third Quarterly Report for the Year 2016 of Yanzhou Coal Mining Company Limited”, and to publish the results for the third quarter of 2016 domestically and overseas.

(For: 11; Against: 0; Abstain: 0)

 

2.

To approve the “Proposal in relation to the appointment of Yankuang Chemical Industry Co., Ltd for the implementation of professional management of chemical projects”

(For: 8; Against: 0; Abstain: 0)

 

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1.

To approve the Company to appoint Yankuang Chemical Industry Co., Ltd to implement professional management of chemical projects and to enter into the “Management Agreement for Chemical Projects” with Yankuang Chemical Industry Co., Ltd.

 

2.

To approve the arrangement in relation to the management fees and the annual cap. The management fees will be paid based on “production target completion rate × RMB3 per ton” when the production output assessment indicator requirements are not met; when the production output assessment indicator requirements are met, the management fees will be paid based on production output RMB3 per ton; when the production output assessment indicator requirements are outperformed, the management fees for the parts within the requirements will be paid based on production output RMB3.0 per ton and those for the outperformed parts will be paid based on production output RMB3.5 per ton. Management fees paid by the Company to Yankuang Chemical Industry Co., Ltd each year shall not be more than the maximum of RMB5,500,000.

As this resolution involves connected transaction issues, three related Directors abstained from voting while the remaining eight non-related Directors unanimously approved the resolution.

The independent Directors expressed independent opinions on this matter. Pursuant to Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as all the applicable ratios for the transaction contemplated under the Management Agreement for Chemical Projects are less than 0.1%, such continuing connected transaction is full exempt. Therefore, the Company is not required to publish a separate announcement on the transaction contemplated under the he Management Agreement for Chemical Projects.

For details, please refer to the overseas regulatory announcement of Yanzhou Coal in relation to the connected transaction dated 28 October 2016, which was published on the websites of The Stock Exchange of Hong Kong Limited and the Company.

 

By order of the Board

Yanzhou Coal Mining Company Limited

Chairman of the Board

Li Xiyong

Zoucheng City, Shandong Province, the PRC

28 October 2016

As at the date of this announcement, the Directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Wu Yuxiang, Mr. Zhao Qingchun, Mr. Guo Dechun and Mr. Guo Jun, and the independent non-executive Directors of the Company are Mr. Wang Lijie, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Qi Anbang.

About the Company

For more information, please contact:

Yanzhou Coal Mining Company Limited

Zhang Baocai, Director

Tel: [phone]

Address: 298 Fushan South Road, Zoucheng, Shandong Province, 273500 PRC

 

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