AMBER ENERGY : Circulars - Proposals for Re-election of Directors and General Mandates to Issue and Repurchase Shares and Notice of Annual General Meeting

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 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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Amber Energy Limited (the ''Company''), you should at once hand this circular 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.

Amber Energy Limited

琥 珀 能 源 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 90)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board of Directors of the Company is set out on pages 3 to 6 of this circular. A notice convening the annual general meeting (the ''AGM'') of the shareholders of the Company to be held at Marina Room II, 2/F., The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 2 June 2017 at 10 : 00 a.m. is set out on pages 12 to 16 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM in person or any adjournment thereof should you so wish.

26 April 2017

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board ... ........ ....... ....... ........ ....... ........ ....... ....... 3

Appendix I - Biographical Details of the Directors Proposed for Re-Election .... 7 Appendix II - Explanatory Statement for the Repurchase Mandate . ....... ....... 9 Notice of Annual General Meeting 12

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''2016 Annual Report'' the 2016 annual report of the Company

''AGM'' the annual general meeting of the Company to be held at Marina Room II, 2/F., The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 2 June 2017 at 10 : 00 a.m. or any adjournment thereof

''Articles of

Association''

the articles of association of the Company as amended from time to time

''Board'' the board of Directors or a duly authorized committee of the board of Directors

''close associate(s)'' has the meaning ascribed to it under the Listing Rules

''Company'' Amber Energy Limited, a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the main board of the Stock Exchange (stock code: 90)

''controlling

Shareholder(s)''

has the meaning ascribed to it under the Listing Rules

''core connected person(s)''

has the meaning ascribed to it under the Listing Rules

''Director(s)'' director(s) of the Company

''Group'' the Company and its subsidiaries from time to time

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date''

19 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

''Memorandum'' the Memorandum of Association of the Company as amended from time to time

''PRC'' The People's Republic of China

''Puxing Energy'' Shanghai Puxing Energy Limited* （普星聚能股份公司）, a company established under the laws of the PRC with limited liability

''RMB'' Renminbi, the lawful currency of the PRC

''SFO'' the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

''Share(s)'' ordinary share(s) of HK$0.10 each in the share capital of the Company

''Shareholder(s)'' shareholder(s) of the Company

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' the Hong Kong Code on Takeovers and Mergers

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''%'' per cent

* For translation purposes only