AMBER ENERGY : Announcements and Notices - Notice of Annual General Meeting

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') 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.

Amber Energy Limited

琥 珀 能 源 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 90)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders of Amber Energy Limited (the ''Company'') will be held at Marina Room II, 2/F., The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 2 June 2016 at 10 : 00

a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ''Directors'') and auditors for the year ended 31 December 2015.

2. To declare a final dividend of HK$0.03 per share for the year ended 31 December 2015;

3. (a) To re-elect the following Directors:

4. Mr. Lai Chun Yu as an executive Director;

5. Mr. Wei Jun Yong as a non-executive Director;

6. Mr. Liu Xuan Hua as a non-executive Director;

7. Mr. Yao Xian Guo as an independent non-executive Director; and

8. Mr. Yu Wayne W. as an independent non-executive Director.

   (b) To authorize the board of Directors (the ''Board'') to fix the remuneration of the Directors.

9. To re-appoint KPMG as the auditors of the Company and to authorize the Board to fix their remuneration.

10. To consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

5A. ''THAT:

1. subject to paragraph 5A(c), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, grant, distribute or otherwise deal with additional shares in the capital of the

   Company and to make, issue or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) and rights of exchange and conversion which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

2. the approval in paragraph 5A(a) shall be in addition to any other authorisations given to the Directors and authorize the Directors during the Relevant Period (as hereinafter defined) to make, issue or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) and rights of exchange and conversion which would or might require the exercise of such power after the end of the Relevant Period;

3. the share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval in paragraph 5A(a), otherwise than pursuant to the shares of the Company issued as a result of (i) a Rights Issue (as hereinafter defined); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the articles of association of the Company; (iii) an issue of shares in the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iv) an issue of shares in the Company upon the exercise of subscription or conversion rights under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

4. for the purposes of this resolution:

   ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:

5. the conclusion of the next annual general meeting of the Company;

6. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

7. revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.

   ''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register on a fixed record date in proportion to their 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).''

   5B. ''THAT:

8. subject to paragraph 5B(b), the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;

9. the number of shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph 5B(a) during the Relevant Period shall not exceed 10 per cent of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and

10. the expression ''Relevant Period'' shall for the purposes of this resolution have the same meaning as assigned to it under resolution 5A(d) above.''

5C. ''THAT conditional upon resolutions 5A and 5B above being passed, the number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution 5B above shall be added to the share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution 5A, provided that the number of shares repurchased by the Company shall not exceed 10 per cent of the share capital of the Company in issue on the date of this resolution.''

By order of the Board Amber Energy Limited Chai Wei

President and Chairman

Hong Kong, 25 April 2016

Principal place of business in Hong Kong:

Room 706

Albion Plaza

2-6 Granville Road Tsimshatsui Kowloon

Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy needs not be a shareholder of the Company.

2. In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or other authority, must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.

3. The register of members of the Company will be closed during the following periods:

4. from Tuesday, 31 May 2016 to Thursday, 2 June 2016 (both dates inclusive) for the purpose of ascertaining shareholders' entitlement to attend and vote at the annual general meeting of the Company. In order to be eligible to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on Monday, 30 May 2016.

5. from Wednesday, 8 June 2016 to Friday, 10 June 2016 (both dates inclusive) for the purpose of ascertaining shareholders' entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all transfers accompanied by the relevant share certificates shall be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on Tuesday, 7 June 2016.

   During the periods mentioned in sub-paragraphs (i) and (ii) above, no transfers of shares will be registered.

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this announcement, the Board comprises two executive directors, namely Mr. Chai Wei and Mr. Lai Chun Yu; two non-executive directors, namely Mr. Wei Jun Yong and Mr. Liu Xuan Hua; and three independent non-executive directors, namely Mr. Tse Chi Man, Mr. Yao Xian Guo and Mr. Yu Wayne W.