OREANDA-NEWS. NOTICE IS HEREBY GIVEN that the 2010 Annual General Meeting of China Coal Energy Company Limited will be held at 9:00 a.m. on Friday, 27 May 2011 at Crown Plaza Park View Wuzhou Beijing No. 8 North Si Huan Zhong Road, Chaoyang District, Beijing, the PRC to consider and, if thought fit, pass the following resolutions. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 8 April 2011 to convene the AGM, reported the press-centre of China Coal Energy Company.

AS ORDINARY RESOLUTIONS
1. To consider and approve the 2010 report of the Board.

2. To consider and approve the 2010 report of the Supervisory Committee.

3. To consider and approve the 2010 report of the auditors and the Company’s audited financial statements for the year ended 31 December 2010.

4. To consider and approve the profit distribution plan for the year 2010 as recommended by the Board and to authorize the Board to implement such proposal.

5. To consider and approve the Company’s 2011 capital expenditure budget.

6. To consider and approve the 2011 emoluments of the Directors and Supervisors.

7. To consider and approve the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company, as the Company’s domestic auditor and PricewaterhouseCoopers, Certified Public Accountants, as the Company’s international auditor for the financial year of 2011 and to authorize the Board to determine their respective remunerations.
- -
AS SPECIAL RESOLUTIONS
8. To consider and approve the registration and issuance of medium-term notes and short-term bonds of the Company.

9. To give a General Mandate to the Directors to issue, allot and deal with additional A Shares not exceeding 20% of the A Shares in issue and additional H Shares not exceeding 20% of the H
Shares in issue:

“THAT
(a) subject to paragraph (c) below and in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional A Shares and H Shares and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

(c) each of the aggregate nominal values of A Shares and H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) above shall not exceed 20% of each of the aggregate nominal values of A Shares and H Shares in issue at the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association; and (d) for the purposes of this resolution: ‘Relevant Period’ means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; or

(iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company in a general meeting.

‘Rights Issue’ means an offer of Shares open for a period fixed by the Board to the Shareholders on the Company’s register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of Shares by way of rights shall be construed accordingly.”