Report of Foreign Issuer (6-k)
January 03 2017 - 5:11AM
Edgar (US Regulatory)
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 December 2016
Yanzhou Coal
Mining Company Limited
(Translation of Registrants name into English)
298 Fushan South Road
Zoucheng, Shandong Province
Peoples 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-
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.
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Yanzhou Coal Mining Company Limited
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Date
December 30, 2016
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By /s/ Zhang Baocai
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Name:
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Zhang Baocai
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Title:
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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 Companys filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in
this announcement represent the Companys views as of the date of this announcement. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking 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 Companys 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 Peoples Republic of China with limited liability)
(Stock Code: 01171)
ANNOUNCEMENT ON
NON-PROCEEDING
OF
NON-PUBLIC
ISSUANCE OF A
SHARES
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.
Reference is made to the announcement of Yanzhou Coal Mining Company Limited (
Yanzhou
Coal
or the
Company
) dated
16 June 2016, the announcement of the Company dated 19 August 2016 and the circular of the Company dated 25 July 2016 (the
Circular
). Unless otherwise stated, capitalized terms used in this announcement shall have
the same meanings as those defined in the Circular. At the twenty-seventh meeting of the sixth session of the board of directors of the Company held on 30 December 2016, the resolution on the Proposal in relation to
non-proceeding
of the Companys
non-public
issuance of A Shares (the
Proposal
) was considered and passed by the Company.
Relevant matters are hereby announced as follows:
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1.
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General Information of the
Non-Public
Issuance of Shares
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At the
twenty-second meeting of the sixth session of the board of directors of the Company held on 16 June 2016, the resolution on the Proposal in relation to the
non-public
issuance of shares by the
Company to specific target investors and other resolutions related to the
non-public
issuance of A Shares were considered and passed, and at the first extraordinary general meeting of 2016 held on
19 August 2016 and the second class meetings of the holders of A shares and H shares of the abovementioned resolutions in relation to the
non-public
issuance of A shares were considered and approved (the
Non-Public
Issuance
).
1
The amount of A shares issued under the
Non-Public
Issuance did not
exceed 538,000,000 A shares (inclusive) and raised proceeds not exceeding RMB6,000,000,000 (inclusive), the net value of the raised proceeds after deduction of issue expenses was proposed to be invested in the following projects:
Unit: RMB000
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No.
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Name of Project
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Total Investment
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Amount of proceeds intended
to be used in the project
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1
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Acquisition of 52% equity interests in Jiutai Energy
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1,840,240.00
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1,800,000.00
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2
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Increase in the registered capital of Zhongyin Leasing
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5,000,000.00
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2,400,000.00
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3
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Repayment of bank loans
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1,800,000.00
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Total
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6,000,000.00
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2.
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Reasons for the
non-proceeding
of the
Non-Public
Issuance by the Company
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Since the announcement of the proposal for the
Non-Public
Issuance, the board of directors, management and
intermediaries have actively pushed forward the various matters relating to the
Non-Public
Issuance. In light of the changes that have occurred in Chinas capital markets environment and the
Companys business environment since the announcement of the proposal for the
Non-Public
Issuance, currently the Company has yet to submit the relevant documentation of the
Non-Public
Issuance to the China Securities Regulatory Commission, nor has the Company signed any subscription documentation for the
Non-Public
Issuance with any special
target investors.
To protect the interests of broader investors, the Company, having taken into account the external financial environment, its internal
productive and operational needs, the actual development of the projects in which proceeds of the
Non-Public
Issuance were intended to be invested, future strategies for development and various other factors,
proposes to not to proceed with the
Non-Public
Issuance.
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3.
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Procedures for consideration and approval of the
non-proceeding
of the
Non-Public
Issuance of the Company
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At the twenty-seventh meeting of the sixth session of the board of directors of the Company held on 30 December 2016, the resolution on the Proposal was
considered and passed by the board of directors, it was agreed that it would be submitted for approval by the shareholders in a shareholders general meeting, and the Companys independent directors gave their independent opinion on the
non-proceeding
of the
Non-Public
Issuance. The Company will, within 2 trading days from the date of this announcement, hold an investor briefing session regarding the
non-proceeding
of the
Non-Public
Issuance on The Shanghai Stock Exchange online platform. The Company undertakes not to contemplate the
non-public
issuance of A shares for one month following this board resolution announcement, at the same time submitting for approval by the shareholders in a shareholders general meeting the
non-proceeding
of the
Non-Public
Issuance and fully authorising the board of directors to process all matters relating to the
non-proceeding
of the
Non-Public
Issuance.
2
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4.
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Impact of the
non-proceeding
of the
Non-Public
Issuance on the Company
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The
non-proceeding
of the
Non-Public
Issuance is a prudent decision taken as a
result of the actual situation of the capital markets environment and the taking into account of internal productive and operational needs, the actual development of the projects in which proceeds of the
Non-Public
Issuance were intended to be invested, future strategies for development and various other factors. The
non-proceeding
of the
Non-Public
Issuance by the Company will not affect the normal production and operations of the Company, nor will it present a situation that will harm the interests of the Companys shareholders, in
particular the interests of its minority shareholders. The Company will continue to invest funds from self-owned funds and funds raised from other means of financing in the relevant projects, to ensure their businesses are successfully promoted.
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5.
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Documents for Inspection
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Resolutions Passed at the Twenty-Seventh Meeting of the Sixth Session of
the Board of Directors of Yanzhou Coal Mining Company Limited
Independent Opinion of the Independent Directors on the Matter Relating to the
Non-Proceeding
of the
Non-Public
Issuance of the A Shares
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By order of the Board
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Yanzhou Coal Mining Company Limited
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Chairman of the Board
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Li Xiyong
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Zoucheng City, Shandong Province, the PRC
30 December 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: +86 537 538 3310
Address: 298 Fushan South Road,
Zoucheng, Shandong Province, 273500 PRC
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