e_A151211 1..10

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Amber Energy Limited.

Amber Energy Limited

琥 珀 能 源 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 90)

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

AND

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Sole Coordinator and Sole Placing Agent

THE SUBSCRIPTION
On 18 September 2015 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber pursuant to which the Subscriber has conditionally agreed to subscribe and the Company has conditionally agreed to allot and issue 40,000,000
Subscription Shares at the Subscription Price of HK$0.97 per Subscription Share for an aggregate consideration of HK$38,800,000. The aggregate nominal value of the Subscription Shares will be HK$4,000,000.
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Subscription except for the issue of the Subscription Shares, the Subscription Shares represent (i) approximately 9.64% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 8.79% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.
THE PLACING
On 18 September 2015 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent. Pursuant to the Placing Agreement, the Company has conditionally agreed to allot and issue, and the Placing Agent has conditionally agreed to place on a best effort basis, 3,600,000 Placing Shares to the Placee at the Placing Price of HK$0.97 per Placing Share.
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Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Placing except for the issue of the Placing Shares, the Placing Shares represent (i) approximately 0.87% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 0.86% of the issued share capital of the Company as enlarged by the issue of the Placing Shares; and (iii) approximately 0.78% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares and the Placing Shares. The aggregate nominal value of the Placing Shares will be HK$360,000.
The Subscription Price of HK$0.97 per Subscription Share (same as the Placing Price) represents (i) a discount of approximately 19.17% to the closing price of HK$1.20 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement and the Placing Agreement; and (ii) a discount of approximately 15.94% to the average closing price of HK$1.15 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Subscription Agreement and the Placing Agreement.
The aggregate gross and net proceeds from the Placing and the Subscription will be approximately HK$42.29 million and approximately HK$40.79 million, respectively. The Company intends to utilise such net proceeds for general working capital of the Group.
GENERAL
The Subscription Shares and the Placing Shares will be issued pursuant to the General
Mandate.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the approval for the listing of, and permission to deal in, the Subscription Shares and the Placing Shares.
The Subscription and the Placing are not inter-conditional with each other.
Since completion of the Subscription and the Placing is subject to the fulfillment of the conditions as set out in the Subscription Agreement and the Placing Agreement, respectively the Placing or the Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

SUBSCRIPTION AGREEMENT
Date: 18 September 2015 (after trading hours)
Parties:
Issuer: the Company
Subscriber: BC Greater China Opportunities Fund SPC, acting on behalf of and for account of BC New Energy Fund SP (a segregated portfolio thereof)
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Subscriber is a segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands, whose fund manager company is incorporated in Cayman Islands as well. BC New Energy Fund SP is a segregated portfolio of
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BC Greater China Opportunities Fund SPC. The Subscriber's fund manager company is owned by BC Capital. BC Capital was principally founded by Mr. Sun Xinrong, the former CEO of Industrial and Commercial Bank of China, Hong Kong branch, Mr. Feng Bing, the former managing director of Morgan Stanley Asia Limited along with some of other investors, and is principally engaged in overseas asset management and investments in new energy, energy saving and environment protection, health care and new financial services; and each of the Subscriber, BC Capital and Mr. Sun Xinrong is a third party independent of the Company and not connected with any director, chief executive, substantial shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules) and is not a connected person of the Company.
Subscription Shares:
40,000,000 new Shares, representing (i) approximately 9.64% of the Company's existing issued share capital as at the date of this announcement; and (ii) approximately 8.79% of its issued share capital as enlarged by the issue of the Subscription Shares.
Subscription Price:
The Subscription Price of HK$0.97 per Subscription Share (same as the Placing Price) represents (i) a discount of approximately 19.17% to the closing price of HK$1.20 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement and the Placing Agreement; and (ii) a discount of approximately 15.94% to the average closing price of HK$1.15 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Subscription Agreement and the Placing Agreement.
The Subscription Price was determined with reference to the prevailing market price of the Share and was negotiated on an arm's length basis between the Company and the Subscriber. The Directors (including the independent non-executive Directors) consider that the Subscription and the terms of the Subscription Agreement (including the Subscription Price) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.
Ranking:
The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with all existing Shares presently in issue and at the time of issue and allotment of the Subscription Shares.
Condition of the Subscription:
Completion of the Subscription Agreement is subject to the fulfillment (or waiver) of the following conditions:
(a) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Subscription Shares;
(b) there having been since the date of the Subscription Agreement, in the reasonable opinion of the Subscriber, no material adverse change in, and no change in circumstances that has a material adverse impact on, the business, operations, assets, liabilities, financial position (including any material increase in provisions), earnings or, condition of the Company; and
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(c) the warranties set out in the Subscription Agreement remaining true and correct in all material respects.
None of the conditions precedent may be waived by any party, save for item (b) and (c) above which can be waived by the Subscriber. In the event that any of the conditions referred to above is not fulfilled or waived in full at or before 5 : 00 p.m. on 7 October 2015 (or such other time and date as may be agreed between the Company and the Subscriber), the Subscription Agreement shall cease and determine and thereafter, neither party shall have any obligations and liabilities hereunder except for any antecedent breaches of the provisions hereof.
Completion of the Subscription:
Competition of the Subscription will take place within five Business Days after the conditions have been fulfilled or waived (or such other date as the parties may agree in writing).
THE PLACING AGREEMENT
Date: 18 September 2015 (after trading hours)
Parties:
Issuer: The Company
Placing Agent: CCB International Capital Limited
The Placing Agent has conditionally agreed to place 3,600,000 Placing Shares, on a best effort basis, at the Placing Price of HK$0.97 per Placing Share.
To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its associates are third parties independent of and are not connected with the Company and its connected persons.
Placee:
As the number of Placee is less than six and in accordance with Rule 13.28(7) of the Listing
Rules, the details of the Placee are disclosed as follows:
Ms. Zhu Hua is an individual investor, who is an architect and a China registered utilities and budgeting engineer. Ms. Zhu Hua has over 10 years of experience in investing equity markets.
Ms. Zhu Hua is the general manager of 杭州漢騰建築景觀設計諮詢有限公司 (Hangzhou
Hanteng Architecture and Landscape Design & Consulting Co., Ltd.#).
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Placee is independent of, and not connected with, the Company and its connected persons (as defined in the Listing Rules) and the Placee will not become a substantial Shareholder (as such term is defined in the Listing Rules) immediately following the completion of the Placing.

# For identification purpose only

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Number of Placing Shares:
3,600,000 Placing Shares representing (i) approximately 0.87% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 0.86% of the issued share capital of the Company as enlarged by the issue of the Placing Shares; and (iii) approximately 0.78% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares and the Placing Shares. The aggregate nominal value of the Placing Shares will be HK$360,000.
Placing Price:
The Placing Price of HK$0.97 per Placing Share equals to the Subscription Price.
The Placing Price was determined with reference to the prevailing market price of the Share and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the Placing and the terms of the Placing Agreement (including the Placing Price) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.
Conditions of the Placing:
Completion of the Placing is conditional upon:
(a) the Listing Committee of the Stock Exchange granting or agreeing to grant the approval for the listing of, and permission to deal in, the Placing Shares;
(b) the obligations of the Placing Agent under the Placing Agreement not being terminated in accordance with the terms thereof, including provisions regarding force majeure event; and
(c) there being no material breach of any of the warranties, representations and/or undertakings given by the Company under the Placing Agreement.
Completion of the Placing, in any event, will take place within five Business Days after the fulfillment of the conditions above or such later date to be agreed between the Company and the Placing Agent. If the above conditions are not satisfied and/or waived (other than (a) above, which cannot be waived) in whole or in part by the Placing Agent prior to 5 : 00 p.m. on
7 October 2015 or such later date to be agreed in writing between the Company and the Placing Agent, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties thereunder will forthwith cease and determine and no party will have any claim against the others (except for any antecedent breaches thereof).
Termination:
The Placing Agent reserves its right to terminate the arrangements set out in the Placing Agreement by notice in writing prior to 9 : 00 a.m. on the completion date of the Placing, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events (as defined below).
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For this purpose, a ''force majeure event'' refers to:
(a) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the placing of the Placing Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or
(c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the placing of the Placing Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.
If, at or prior to 9 : 00 a.m. on the completion date of the Placing;
(a) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or
(b) any suspension in the trading of the Shares on the Stock Exchange for more than ten consecutive trading days save for the purposes of clearing of the announcement relating to the Placing Agreement or any announcements or circulars relating to the Placing; or
(c) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent shall determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing.
The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.
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Ranking of the Placing Shares:
The Placing Shares will rank pari passu in all respects among themselves and with the existing
Shares in issue as at the date of such allotment and issue of the Placing Shares.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The Directors consider the Subscription and the Placing represent an opportunity for the
Company to raise capital while broadening its shareholder base as well as its capital base.
The aggregate gross and net proceeds from the Subscription and the Placing will be approximately HK$42.29 million and approximately HK$40.79 million, respectively. The Company intends to utilise the said net proceeds for general working capital of the Group. The net proceeds raised per new Share to be issued upon completion of the Subscription and the Placing will be approximately HK$0.94 per Share.
EQUITY FUND RAISING ACTIVITIES BY THE COMPANY IN THE PAST TWELVE MONTHS
The Company has not conducted any equity fund raising activities in the past 12 months immediately prior to the date of this announcement.
EFFECTS ON SHAREHOLDING STRUCTURE
The table below sets out the changes to the shareholding structure of the Company as a result of completion of the Subscription and the Placing (assuming the Placing Shares are placed in full and the Subscription Shares are issued and no other Shares are issued between the date of this announcement and completion of the Subscription and the Placing):
As at the date of this
Announcement
Approximate
Immediately after completion of the Subscription and
the Placing
Approximate
Number of
Shares
% of shareholding
Number of
Shares
% of shareholding
Amber International (Notes 1

and 2) 300,000,000 72.29 300,000,000 65.42

Subscriber - - 40,000,000 8.72
Placee - - 3,600,000 0.78
Other public Shareholders 115,0 00,000 27.71 115,000,000 2 5.08

Total 415,000,000 100.00 458,600,000 100.00

Notes:

1. According to the disclosure of interest forms published on the website of the Stock Exchange, these Shares are held by Amber International, which is owned as to 90% by Puxing Energy, which is owned as to 57.14%

by 中國萬向控股有限公司 (China Wanxiang Holding Co., Ltd.#) (''China Wanxiang'') which in turn is, inter

alia, 83.33% owned by Mr. Lu Wei Ding and 16.67% by 通聯資本管理有限公司 (Tong Lian Capital

Management Co., Ltd.#), a company owned as to 5% by Mr Lu Wei Ding. The remaining 42.86% of Puxing

Energy is owned by 民生人壽保險股份有限公司 (Minsheng Life Insurance Co., Ltd.#) (''Minsheng Life

# For identification purpose only

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Insurance''). Therefore, Puxing Energy, China Wanxiang, Mr. Lu Wei Ding and Minsheng Life Insurance are deemed to be interested in these Shares. The remaining 10% of Amber International is owned by DUOU Investment Co. Ltd., which is wholly owned by Mr. Chai Wei, an executive Director.

2. Amber International is also the sole bondholder of the convertible bond in the principal amount of HK$124,800,000 issued by the Company, which if exercised in full, a maximum of 96,000,000 Shares will be issued.

GENERAL
The Group is principally engaged in the development, operation and management of power plants fuelled by natural gas in the PRC.
The Subscription Shares and the Placing Shares will be issued under the General Mandate under which the Company is authorised to issue up to 83,000,000 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. The Subscription and the Placing will not be subject to the Shareholders' approval.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the approval for the listing of, and permission to deal in, the Subscription Shares and the Placing Shares.
The Subscription and the Placing are not inter-conditional with each other.
Since completion of the Subscription and the Placing is subject to the fulfillment of the conditions as set out in the Subscription Agreement and the Placing Agreement, respectively, the Subscription or the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires.
''Amber
International''
Amber International Investment Co., Ltd., a company incorporated in the British Virgin Islands with limited liability, and immediate controlling shareholder of the Company
''Board'' the board of Directors
''Business Day'' any day (excluding a Saturday and Sunday) on which banks generally are open for business in Hong Kong
''Company'' Amber Energy Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
''connected
person(s)''
has the meaning ascribed thereto under the Listing Rules
''Director(s)'' the director(s) of the Board
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''General Mandate'' the mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 9 June 2015 to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of such annual general meeting
''Group'' the Company and its subsidiaries
''Hong Kong'' the Hong Kong Special Administrative Region of the PRC
''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange
''Placee'' Ms. Zhu Hua, an individual investor
''Placing'' placing of the Placing Shares pursuant to the Placing Agreement
''Placing Agent'' CCB International Capital Limited, a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
''Placing Agreement'' the conditional placing agreement dated 18 September 2015 entered into between the Company and the Placing Agent in relation to the Placing
''Placing Price'' HK$0.97 per Placing Share
''Placing Share(s)'' 3,600,000 new Share(s) to be placed to the Placee pursuant to the
Placing Agreement
''PRC'' the People's Republic of China, which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
''Puxing Energy'' 普星聚能股份公司 (Shanghai Pu-Xing Energy Limited#), a company incorporated in the PRC with limited liability, and currently holds
90% shareholdings in Amber International
''Shareholder(s)'' the holder(s) of the Share(s)
''Share(s)'' the ordinary share(s) of HK$0.10 in the issued share capital of the
Company
''Stock Exchange'' The Stock Exchange of Hong Kong Limited
''Subscriber'' BC Greater China Opportunities Fund SPC, a segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands, acting on behalf of and for account of BC New Energy Fund SP (a segregated portfolio thereof)
''Subscription'' the subscription of the Subscription Shares pursuant to the terms of the Subscription Agreement
''Subscription
Agreements''
the subscription agreement dated 18 September 2015 between the
Company and the Subscriber in relation to the Subscription
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''Subscription Price'' HK$0.97 per Subscription Share
''Subscription
Shares''
40,000,000 new Shares to be issued by the Company to the Subscriber pursuant to the Subscription Agreement
''substantial
shareholder(s)''
has the meaning ascribed thereto under the Listing Rules
''HK$'' Hong Kong dollar(s), the lawful currency of Hong Kong
''%'' per cent.
By Order of the Board Amber Energy Limited Chai Wei
President and Chairman
Hong Kong, 18 September 2015
As at the date of this announcement, the Board comprises two executive directors, namely Mr. Chai Wei and Mr. Lai Chun Yu; and three independent non-executive directors, namely Mr. Tse Chi Man, Mr. Yao Xian Guo and Mr. Yu Wayne W.
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