PDF《郑州煤矿机械集团股份有限公司》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, independent adviser or other professional adviser.

If you have sold or otherwise transferred all your shares in Zhengzhou Coal Mining Machinery Group Company Limited, you should at once hand this circular and the enclosed form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Zhengzhou Coal Mining Machinery Group Company Limited 郑州煤矿机械集团股份有限公司 (A joint stock limited company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 00564) REPORT OF THE BOARD FOR THE YEAR

2018 REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR

2018 ANNUAL REPORT FOR THE YEAR

2018 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS ON THEIR PERFORMANCE FOR THE YEAR

2018 APPOINTMENT OF THE EXTERNAL AUDITORS AND INTERNAL CONTROL AUDITORS FOR THE YEAR

2019 PROFIT DISTRIBUTION PLAN FOR THE YEAR

2018 PURCHASE OF LIABILITY INSURANCE FOR THE DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY PROVISION OF REPURCHASE GUARANTEE TO CUSTOMERS UNDER THE FINANCE LEASE BUSINESS PROVISION OF GUARANTEES TO AND AMONG CONTROLLING SUBSIDIARIES USE OF IDLE FUNDS FOR THE INVESTMENT OF WEALTH MANAGEMENT PRODUCTS COMMENCEMENT OF THE HEDGING BUSINESS MID- TO LONG-TERM SUPER PROFIT INCENTIVE SCHEME AND NOTICE OF THE

2018 ANNUAL GENERAL MEETING The Company will convene the AGM at 9:00 a.m. on Thursday,

20 June

2019 at the Convention Centre, Office Building of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC. The Notice of the AGM is set out on pages

29 to

31 of this circular. Reply slip and form of proxy for the use at the AGM are enclosed and also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zzmj.com). If you intend to attend the AGM in person or by proxy, please complete the enclosed reply slip in accordance with the instructions printed thereon and return the same on or before Thursday,

30 May

2019 (Hong Kong time). Any Shareholder who intends to appoint a proxy to attend the AGM shall complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same by 9:00 a.m. on Wednesday,

19 June

2019 (Hong Kong time). Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person if you so wish. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

29 May

2019 Page Definitions

1 Letter from the Board

3 Notice of

2018 Annual General Meeting

29 ANNEX A Report of the Independent Non-executive Directors on Their Performance for the Year

2018 32 CONTENTS C i C In this circular, the following expressions shall have the following meanings unless the context otherwise requires. AGM the annual general meeting of the Company to be convened at the Convention Centre, Office Building of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC at 9:00 a.m. on Thursday,