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. DISCLOSEABLE TRANSACTION PROVISION OF ENTRUSTED LOAN TO ZHONGTIAN SYNERGETIC COMPANY In order to meet the capital needs for construction of Zhongtian Synergetic Company s coal deep processing demonstration project in Ordos and to facilitate the project to be completed and put into production as scheduled, the Company and the Other Shareholders of Zhongtian Synergetic Company intend to provide entrusted loans to Zhongtian Synergetic Company amounting to RMB8 billion on proportional basis. Since Zhongtian Synergetic Company is owned as to 38.75% by the Company, the Company proposes to provide the Entrusted Loan of RMB3.1 billion to Zhongtian Synergetic Company. The Board hereby announces that, on 27 October 2015, the Company, Chinacoal Finance and Zhongtian Synergetic Company entered into the Entrusted Loan Agreement, pursuant to which, Chinacoal Finance is entrusted by the Company to extend to Zhongtian Synergetic Company the Entrusted Loan of RMB3.1 billion by two installments, each of which being RMB1.55 billion. The Entrusted Loan is funded by the Company in cash. As the relevant percentage ratios (as defined under Rule 14.07 of the Hong Kong Listing Rules) calculated in accordance with the Hong Kong Listing Rules for the Entrusted Loan Agreement exceed 5% but are less than 25%, the Entrusted Loan Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company, and shall be subject to the relevant notification and announcement requirements but are exempt from the shareholders approval requirement under Chapter 14 of the Hong Kong Listing Rules. INTRODUCTION Reference is made to the announcement of the Company dated 21 August 2015 in relation to, among others, the proposed provision of guarantee by the Company for Zhongtian Synergetic Company in respect of the syndicated loan facility. Zhongtian Synergetic Company will obtain a syndicated loan facility with a principal amount of RMB44 billion from the bank syndicate for the construction, trial operation, substitution of existing loans and other agreed purposes of the coal deep processing demonstration project in Ordos. The Company and the Other Shareholders of Zhongtian Synergetic Company have agreed to provide guarantees for the syndicated loan facility on a proportional basis subject to the completion of their respective internal approval procedures. 1
However, due to the strict approval requirements and loan conditions of the bank syndicate, etc., the first draw-down of such syndicated loan will be no early than December 2015. In order to meet the capital needs for construction of Zhongtian Synergetic Company s coal deep processing demonstration project in Ordos and to facilitate the project to be completed and put into production as scheduled, the Company and the Other Shareholders of Zhongtian Synergetic Company intend to provide entrusted loans to Zhongtian Synergetic Company amounting to RMB8 billion on proportional basis. Since Zhongtian Synergetic Company is owned as to 38.75% by the Company, the Company proposes to provide the Entrusted Loan of RMB3.1 billion to Zhongtian Synergetic Company. The Board hereby announces that, on 27 October 2015, the Company, Chinacoal Finance and Zhongtian Synergetic Company entered into the Entrusted Loan Agreement, pursuant to which, Chinacoal Finance is entrusted by the Company to extend to Zhongtian Synergetic Company the Entrusted Loan of RMB3.1 billion by two installments, each of which being RMB1.55 billion. The Entrusted Loan is funded by the Company in cash. THE ENTRUSTED LOAN AGREEMENT Date: 27 October 2015 Parties: Loan Amount (a) the Company (b) Zhongtian Synergetic Company (c) Chinacoal Finance Chinacoal Finance is entrusted by the Company to extend to Zhongtian Synergetic Company the Entrusted Loan in the amount of RMB3.1 billion by two installments, each of which being RMB1.55 billion. Term Each installmanet of the Entrusted Loan Agreement is for a term of three months commencing from the issue date of the loan. Zhongtian Synergetic Company shall repay in full the principal and the accrued interest on the Entrusted Loan at maturity. The Entrusted Loan to be provided by the Company and the entrusted loans to be provided by the Other Shareholders of Zhongtian Synergetic Company shall be issued at the same time, and the duration of which shall be consistent with each other. Interest Rate The interest rate under the Entrusted Loan Agreement is the benchmark interest rate for one-year loan announced by the People s Bank of China at the dated of the draw-down of Zhongtian Synergetic Company. Interest will be accrued from the date of the draw-down of Zhongtian Synergetic Company and payable when the Entrusted Loan Agreement matures. The interest rate under the Entrusted Loan Agreement shall be consistent with the interest rate under the loans provided by the Other Shareholders of Zhongtian Synergetic Company. Use of the Entrusted Loan The Entrusted Loan is provided to Zhongtian Synergetic Company for the purpose of project construction of the coal deep processing demonstration project in Ordos. 2
Early Repayment Upon the approval of both the Company and upon notification to Chinacoal Finance by the Company and Zhongtian Synergetic Company in writing, Zhongtian Synergetic Company may repay the principal and interest of the Entrusted Loan in part or in full prior to maturity. Reasons and Benefits for Entering into the Entrusted Loan Agreement Since Zhongtian Synergetic Company's coal deep processing demonstration project in Ordos is in construction, the Directors consider that the Company s provision of the Entrusted Loan will provide necessary financial guarantee for the construction of coal deep processing demonstration project in Ordos, facilitate to procure the coal deep processing demonstration project in Ordos to be completed and put into production on schedule, and therefore ensure the early realization of investment recovery. The Directors are of the view that the Entrusted Loan Agreement is entered into on normal commercial terms, and although the transaction thereunder is not in the ordinary and usual course of business of the Company, the terms and conditions therein are fair and reasonable and in line with the overall development strategy of the Group as well as in the interests of the Company and its shareholders as a whole. GENERAL INFORMATION OF THE PARTIES The Company The Company is principally engaged in production, sales and trading of coal, coal mining equipment manufacturing, production and sales of coal chemical products, power generation and other related operations in China. Zhongtian Synergetic Company Zhongtian Synergetic Company, 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, Zhongtian Synergetic Company and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. Chinacoal Finance As at the date of this announcement, Chinacoal Finance is a subsidiary of the Company and is owned as to 91% by the Company and 9% by China National Coal Group Corporation* ( 中 國 中 煤 能 源 集 團 有 限 公 司 ), the controlling shareholder of the Company. Chinacoal Finance is principally engaged in providing financial and financing consultation, credit appraisal and relevant advice and agency services to members; assisting members in receiving transaction proceeds; insurance agency services as approved; providing entrusted loans among members, etc.. HONG KONG LISTING RULES IMPLICATIONS As the relevant percentage ratios (as defined under Rule 14.07 of the Hong Kong Listing Rules) calculated in accordance with the Hong Kong Listing Rules for the Entrusted Loan Agreement exceed 5% but are less than 25%, the Entrusted Loan Agreement and the transactions contemplated thereunder constitute a discloseable 3
transaction of the Company, and shall be subject to the relevant notification and announcement requirements but are exempt from the shareholders approval requirement under Chapter 14 of the Hong Kong Listing Rules. None of the Directors are deemed to have material interest in the Entrusted Loan Agreement, and thus have been required to abstain from voting on the relevant resolution at the Board meeting. DEFINITIONS Board Chinacoal Finance the board of Directors Chinacoal Finance Co., Ltd.* ( 中 煤 財 務 有 限 責 任 公 司 ), a limited liability company incorporated under the laws of the PRC and a subsidiary of the Company Company 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 connected person controlling shareholder Director(s) Entrusted Loan Entrusted Loan Agreement Group Hong Kong Listing Rules Hong Kong Stock Exchange Other Shareholders of Zhongtian Synergetic Company 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 entrusted loan in the principal amount of RMB3.1 billion provided by the Company to Zhongtian Synergetic Company under the Entrusted Loan Agreement, in which Chinacoal Finance acts as the entrusted lender the entrusted loan agreement entered into among the Company, Zhongtian Synergetic Company and Chinacoal Finance on 27 October 2015 the Company and its subsidiaries the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited the other shareholders of Zhongtian Synergetic Company who will provide loans to Zhongtian Synergetic Company 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 ), 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 Zhongtian Synergetic Company, 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 shareholders of Zhongtian Synergetic 4
Company and their ultimate beneficial owner(s) are third parties independent of the Company and its connected persons PRC RMB Shareholder(s) Zhongtian Synergetic Company 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 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 Li Yanjiang Chairman of the Board, Executive Director Beijing, the PRC 27 October 2015 As at the date of this announcement, the executive directors of the Company are 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 5