Inner Mongolia Yitai Coal : PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS AND NOTICE OF THE EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 or other professional advisers.

If you have sold or transferred all your shares in Inner Mongolia Yitai Coal Co., Ltd., you should at once hand this circular together with the accompanying form of proxy and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 2 to 5 of this circular.

A notice of the EGM of Inner Mongolia Yitai Coal Co., Ltd.* to be held at Room 1, Conference Center, Building of Inner Mongolia Yitai Coal Co., Ltd., Ordos, Inner Mongolia, the People's Republic of China (the "PRC") at 3:00 p.m. on Monday, 30 December 2019 is set out on pages 6 to 7 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event no later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

14 November 2019

* For identification purpose only

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the following meanings in this circular:

"Articles of Association"	the articles of association of the Company, as amended, revised or
	supplemented from time to time
"Board"	the board of directors of the Company
"Company"	Inner Mongolia Yitai Coal Co., Ltd.*(內蒙古伊泰煤炭股份有限公
	司), a joint stock limited company incorporated in the PRC on 23
	September 1997, whose H shares are listed on The Stock Exchange
	of Hong Kong Limited under the stock code of 3948 and whose B
	shares are listed on the Shanghai Stock Exchange under the stock
	code of 900948
"EGM"	the third extraordinary general meeting of the Company for the year
	2019 to be held at Room 1, Conference Center, Building of Inner
	Mongolia Yitai Coal Co., Ltd., Ordos, Inner Mongolia, the PRC at
	3:00 p.m. on Monday, 30 December 2019
"Listing Rules"	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"PRC" or "China"	The People's Republic of China, for the purposes of this circular,
	excludes Hong Kong Special Administrative Region, Macau Special
	Administrative Region and Taiwan
"Yitai Group"	Inner Mongolia Yitai Group Co., Ltd. (內蒙古伊泰集團有限公司),
	a limited liability company established in the PRC and one of the
	Company's controlling shareholders

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LETTER FROM THE BOARD

Executive Directors:	Registered office:
Liu Chunlin	Yitai Building, North Tianjiao Road
Ge Yaoyong	Dongsheng District, Ordos
Zhang Dongsheng	Inner Mongolia, the PRC
Lv Guiliang
Liu Jian	Principal place of business in Hong Kong:
	40th Floor, Sunlight Tower,
Independent Non-executive Directors:	No. 248 Queen's Road East,
Du Yingfen	Wanchai,
Zhang Zhiming	Hong Kong
Huang Sujian
Wong Hin Wing
	14 November 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular, of which this letter forms a part, is to give you the notice of the EGM and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

Reference is made to the announcement of the Company dated 7 November 2019 in relation to the proposed appointment of executive directors.

At the EGM, ordinary resolutions will be proposed to approve the proposed appointment of executive directors.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTORS

The Board is proposed that Mr. Zhang Jingquan be appointed as an executive director of the Company and the chairman of the Strategy Committee, the chairman of the Production Committee, member of the Remuneration and Appraisal Committee and member of the Nomination Committee of the Board. And the Board is proposed that Mr. Lv Junjie be appointed as an executive director of the Company and member of the Remuneration and Appraisal Committee, member of the Nomination Committee, member of the Strategy Committee and member of the Production Committee of the Board.

Details of Mr. Zhang Jingquan and Mr. Lv Junjie, which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, are set out as follows:

Mr. Zhang Jingquan, male, Han ethnicity, born in 1970 and graduated with a master degree in business administration major of China Europe International Business School. Mr. Zhang worked in Yihua United Wool Manufacturing Factory (伊華聯合毛紡織工廠 ) from January 1994 to January 1998; served as the cashier in Tianjin Branch of the Company from March 1998 to August 2000; the manager of Guangzhou Sales Branch of the Operation Department under the Company from August 2000 to April 2001; the manager of the sales branch in South China of the Operation Department under the Company from April 2001 to August 2005; the deputy manager of the Operation Department under the Company and manager of the sales company in South China of the Company from February 2002 to March 2003. Mr. Zhang acted as the division chief of the Operation Division of Yitai Group from August 2005 to 5 March 2006; the manager of coal transportation and sales business department of Yitai Group from 5 March 2006 to 27 March 2006; the deputy general manager of Synfuels China Technology Co., Ltd. under Yitai Group from March 2006 to November 2010 and the deputy general manager of Yitai Yili Energy Co., Ltd. from November 2010 to January 2012; the general manager of Yitai Xinjiang Energy Co., Ltd. from January 2012 to September 2017; the chairman and general manager of Yitai Xinjiang Energy Co., Ltd. from December 2012 to September 2017; the president of Xinjiang Yitai Co., Ltd. from October 2014 to September 2017; the chairman of the Board and general manager of Inner Mongolia Yitai Chemical Co., Ltd. from September 2015 to March 2017; the general manager of the Company from September 2015 to March 2017; the director of Yitai Group since September 2015; the director of Inner Mongolia Yitai Investment Co., Ltd. since June 2017; the executive director of the Company from December 2015 to May 2017; and the vice president of Yitai Group since March 2017.

Mr. Lv Junjie, male, Han ethnicity, a member of the Communist Party of China, born in 1967. He graduated from Huazhong University of Science and Technology with a master degree in EMBA and is a senior economist. Mr. Lv Junjie worked as a teacher in Jungar Banner Nalin Middle School (准格爾旗納林中學) from July 1985 to July 1991; worked in the Administrative Department of Labour of Yimeng Coal Company (伊盟煤炭公司政工勞資科) from July 1991 to December 1991; acted as the secretary of Communist Party Committee Office in Yimeng Coal Company from December 1991 to April 1992; acted as the deputy secretary and secretary of Communist Youth Party Committee of Yimeng Coal Company from April 1992 to April 1997; the director of Materials Sales Department of the Company and the manager assistant of industrial development company from April 1997 to February 2001; the deputy manager and manager of Materials Supply Department of the Company from February 2001 to April 2004; the director of Xiyingzi Collection and Transportation Centre of the Company from April 2004 to May 2005; the minister of Business Development Department of the Company from May 2005 to October 2008; the minister of Environment Monitoring Department of the Company from October 2008 to February 2012; the deputy

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LETTER FROM THE BOARD

general manager of Inner Mongolia Yitai Coal-to-Oil Co., Ltd. from February 2012 to November 2013; the deputy general manager of Coal-related Chemical Management Department of Yitai Group from November 2013 to October 2016. He has been the deputy manager of the Company since October 2016.

Following their official appointment, each of Mr. Zhang Jingquan and Mr. Lv Junjie will enter into a service contract with the Company, and their term of office will be effective from the date of approval at the EGM meeting to the date of expiry of the term of the seventh session of the Board. Mr. Zhang Jingquan and Mr. Lv Junjie are both entitled to receive from the Company a director's fee at such rate as approved by the shareholders of the Company from time to time, currently being RMB24,000 per annum.

Save as disclosed above, Mr. Zhang Jingquan and Mr. Lv Junjie have not held any directorship in any public company whose securities are listed in Hong Kong or any overseas securities market in the past three years, nor have they had any relationship with any other director, senior management, substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Zhang Jingquan and Mr. Lv Junjie do not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Mr. Zhang Jingquan and Mr. Lv Junjie have no other information required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules, nor are Mr. Zhang Jingquan and Mr. Lv Junjie at present or in the past involved in any matter required to be disclosed pursuant to the above rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company.

EGM

The EGM will be held by the Company for the purpose of considering and approving by the shareholders, by way of ordinary resolutions, the proposed appointment of executive directors.

Votes at the EGM for all resolutions shall be taken by way of poll. As at the date of this circular, none of the shareholders of the Company is required to abstain from voting with respect to the proposed resolutions.

The EGM will be held by the Company at Room 1, Conference Center, Building of Inner Mongolia Yitai Coal Co., Ltd., Ordos, Inner Mongolia, the PRC at 3:00 p.m. on Monday, 30 December 2019, the notice of which is set out on pages 6 to 7 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event no later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER FOR MEMBERS OF H SHARES

The register of members of H shares of the Company will be closed from Saturday, 30 November 2019 to Monday, 30 December 2019 (both days inclusive). In order to qualify for attending and voting at the EGM, all transfer documents must be lodged by holders of H shares to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Friday, 29 November 2019.

RECOMMENDATIONS

Based on the relevant information disclosed herein, the directors, including all the independent non- executive directors, believe that the proposed appointment of executive directors is in the interest of the Company and its shareholders as a whole.

Accordingly, the Board recommends that the shareholders vote in favor of and approve the resolutions in relation to the proposed appointment of executive directors to be proposed at the EGM.

By order of the Board

Inner Mongolia Yitai Coal Co., Ltd.*

Liu Jian

Executive Director

* For identification purpose only

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the third extraordinary general meeting (the "EGM") of Inner Mongolia Yitai Coal Co., Ltd.* (the "Company") in 2019 will be held at Room 1, Conference Center, Building of Inner Mongolia Yitai Coal Co., Ltd., Ordos, Inner Mongolia, the People's Republic of China (the "PRC") at 3:00 p.m. on Monday, 30 December 2019 for the purpose of considering, and if thought fit, passing the following resolutions. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 14 November 2019.

AS ORDINARY RESOLUTIONS

1. To consider and approve the resolutions in relation to the proposed appointment of executive directors:

1. To consider and approve the appointment of Mr. Zhang Jingquan as an executive director of the Company.
2. To consider and approve the appointment of Mr. Lv Junjie as an executive director of the Company.

By order of the Board

Inner Mongolia Yitai Coal Co., Ltd.*

Liu Jian

Executive Director

Inner Mongolia, the PRC, 14 November 2019

As at the date of this notice, the executive directors of the Company are Mr. Liu Chunlin, Mr. Ge Yaoyong, Mr. Zhang Dongsheng, Mr. Lv Guiliang and Mr. Liu Jian; and the independent non-executive directors of the Company are Ms. Du Yingfen, Mr. Zhang Zhiming, Mr. Huang Sujian and Mr. Wong Hin Wing.

* For identification purpose only

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of H shares of the Company will be closed from Saturday, 30 November 2019 to Monday, 30 December 2019 (both days inclusive). Holders of H shares of the Company whose names appear on the register of members of H shares of the Company maintained at Computershare Hong Kong Investor Services Limited on Monday, 30 December 2019 are entitled to attend and vote at the EGM upon completion of the registration procedures. In order to qualify for attending and voting at the EGM, all transfer documents of H shares of the Company, accompanied by the relevant share certificates, must be lodged by shareholders with the Company's H share registrar before 4:30 p.m. on Friday, 29 November 2019. The address of the H share registrar of the Company is as follows:
   Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre
   183 Queen's Road East, Wanchai, Hong Kong
2. Holders of H shares intending to attend the EGM shall complete the reply slip for attending the EGM and serve the same by hand, by facsimile or by post to the H share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Tuesday, 10 December 2019.
3. Any holder of H shares entitled to attend and vote at the EGM may, by the form of proxy of the Company, appoint one or more person(s) as his proxy(ies) to attend and vote at the EGM on his behalf. A proxy needs not be a shareholder of the Company.
4. A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his attorney duly authorized in writing. If the shareholder is a corporation, the same must be either under its common seal or under hand of its legal representative(s) or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other authority of such attorney shall be notarially certified.
5. To be valid, the form of proxy and the relevant notarially certified power of attorney (if any) and other relevant authority (if any) as mentioned in Note 4 above must be served to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the meeting should he so wishes.
6. A shareholder or his proxy should produce proof of identity when attending the EGM. Where a shareholder is a legal person, the legal representative(s) of such shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such legal person shareholder appointing such person to attend the meeting.
7. The EGM is expected to last for half a day. The travelling and accommodation expenses shall be at the own cost of the shareholders attending the EGM.

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