Felix Resources Ltd has received an all cash offer in excess of...

Felix Resources Ltd has received an all cash offer in excess of three billion dollars from China's Yanzhou Coal Mining Limited, with the miner's board unanimously recommending what could be China's biggest acquisition in Australia to date.

Yanzhou is proposing to buy all of Felix's issued shares, under the terms of the agreement, with Felix shareholders set to receive $16.95 a share in cash.

According to Felix, the shareholders will also receive dividends of $1.00 per share.

"The transaction is unanimously recommended by Felix's Board of Directors subject to the opinion of the Independent Expert and in the absence of a superior proposal," the miner said in a statement on Thursday.

Felix shareholders will also get an in-specie distribution of shares with a cash backing of five cents a share in the miner's subsidiary South Australian Coal Corporation (SACC).

The Australian coal miner and the Chinese state controlled entity reportedly reached an agreement earlier in August, and the two parties had been in talks last year before failing to reach an agreement on valuations.

The transaction is still subject to approval by the Foreign Investment Review Board (FIRB).

Yanzhou, which owns the Austar coal mine in NSW, said that it was happy to work with the relevant regulatory bodies to ensure that the bid was a success.

"We will work constructively with authorities in both countries at all times, recognising the importance of this transaction and its potential to deliver significant employement and economic benefits," the Chinese company said.

The Chinese suitor also said it was committed to retaining Felix's existing management and workforce, as well as maintaining the staff at the Austar facility.

"Yanzhou will grow the combined workforce as development projects are brought into production and future exploration opportunities become development projects," the miner said.