ASIA COAL LIMITED 
By 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 the Company.
(Incorporated in Bermuda with limited liability)
(Stock Code: 835)
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISERThe Board wishes to announce the appointment of Investec Capital Asia Limited as the independent financial adviser in relation to the Subscription, the Redemption and the Whitewash Waiver.
As completion of the Subscription and the Redemption are subject to the fulfillment of the Conditions and the Capital Reorganisation is also subject to various conditions, the Subscription, the Capital Reorganisation and the Redemption may or may not proceed. In particular, under the Share Repurchase Code, the Redemption is required, among other things, to be made conditional upon approval by at least three-fourths of the votes cast on a poll by disinterested Shareholders in attendance in person or by proxy at the SGM. The issue of this announcement does not in any way imply that the Subscription, the Capital Reorganisation or the Redemption will be implemented or completed. Shareholders and potential investors should exercise caution when dealing in the Shares.
Reference is made to the announcement of the Company dated 4 December 2012 (the "Announcement"). Terms used herein shall have the same meanings as those defined in the Announcement, unless otherwise defined.
The Board wishes to announce that, pursuant to Rule 2.1 of the Takeovers Code, Investec Capital Asia Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to, among other things, (i) the fairness and reasonableness of the Whitewash Waiver; (ii) the Subscription Agreement; (iii) the Redemption Agreements; and (iv) voting in respect of the resolutions approving the Subscription, the Redemption and the Whitewash Waiver.
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As completion of the Subscription and the Redemption are subject to the fulfillment of the Conditions and the Capital Reorganisation is also subject to various conditions, the Subscription, the Capital Reorganisation and the Redemption may or may not proceed. In particular, under the Share Repurchase Code, the Redemption is required, among other things, to be made conditional upon approval by at least three-fourths of the votes cast on a poll by disinterested Shareholders in attendance in person or by proxy at the SGM. The issue of this announcement does not in any way imply that the Subscription, the Capital Reorganisation or the Redemption will be implemented or completed. Shareholders and potential investors should exercise caution when dealing in the Shares.
By Order of the Board Asia Coal Limited Sun David Lee Chairman
Hong Kong, 14 December 2012
As at the date of this announcement, the Board comprises (i) Mr. SUN David Lee and Mr. KWOK Wing Leung, Andy as executive Directors; (ii) Mr. YEUNG Ting Lap, Derek Emory as non-executive Director; and (iii) Mr. HO Man Kin, Tony, Mr. LI Kar Fai, Peter and Mr. Edward John HILL III as independent non-executive Directors.
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