Asia Coal Limited : CHANGE OF CHAIRMAN, RE-DESIGNATION OF DIRECTORS, CHANGES OF MEMBERS OF NOMINATION COMMITTEE AND CHANGES OF AUTHORISED REPRESENTATIVE (in PDF)

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.

(Incorporated in Bermuda with limited liability)

The Board announces that, with effect from 2 May 2013:
1. Mr. Sun David Lee has resigned as the Chairman of the Company and has been re-designated from executive Director to non-executive Director of the Company.
2. Mr. Zhu Xinjiang has been re-designated from non-executive Director to Chairman and executive
Director of the Company.
3. Dr. Kung Chi Kang, Silver has been re-designated from non-executive Director to chief executive officer ("CEO") and executive Director of the Company.
4. Mr. Sun David Lee has resigned as the Chairman of Nomination Committee and Mr. Zhu Xinjiang has been appointed as the Chairman and Member of the Nomination Committee.
5. Mr. Sun David Lee has resigned as Authorised Representative of the Company and Mr. Kung Chi
Kang, Silver has been appointed as Authorised Representative of the Company.

The board of directors (the "Board") of Asia Coal Limited (the "Company", the Company and its subsidiaries are together referred to as the "Group") announces that, with effect from 2 May 2013:
(1) Mr. Sun David Lee ("Mr. Sun") has resigned as the Chairman of the Company and has been re-designated from executive Director to non-executive Director;
(2) Mr. Zhu Xinjiang ("Mr. Zhu") has been re-designated from non-executive Director to Chairman and executive Director of the Company; and
(3) Dr. Kung Chi Kang, Silver ("Dr. Kung") has been re-designated from non-executive Director to chief executive officer ("CEO") and executive Director of the Company.
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The Board announces that with effect from 2 May 2013, Mr. Sun has resigned as the Chairman and member of Nomination Committee and Mr. Zhu has been appointed as the Chairman and member of the Nomination Committee.

The Board announces that, with effect from 2 May 2013:
1. Mr. Sun has resigned as Authorised Representative of the Company under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"); and
2. Dr. Kung has been appointed as Authorised Representative of the Company to fill the casual vacancy.

Mr. Sun, aged 47, has been an executive director of the Company since August 2008 and was appointed as the Chairman of the Company on 30 June 2011. Mr. Sun holds a Juris Doctor from the University of Illinois College of Law and a Bachelor of Art degree from Cornell University, the United States of America. Mr. Sun is currently an executive director of China Outfitters Holdings Limited and an independent non-executive director of Dynasty Fine Wines Group Limited, the shares of both of these companies are listed on the Main Board of the Stock Exchange. Mr. Sun is currently responsible for brands sourcing and transaction management of China Outfitters Holdings Limited and he is a director of CEC Management Limited. Prior to helping to form CEC Management Limited, he was the managing director and general counsel of Pacific Alliance Group Limited. Mr. Sun was the Director for Strategy and Business Development Asia at InBev. Prior to his position at InBev, he was a consultant in the Corporate Finance and Strategy Practice of McKinsey & Company, Inc. in Hong Kong. Prior to his position at McKinsey & Company, Inc., he practised law as an associate in the corporate group at Linklaters. Mr. Sun holds the position as director for other members of the Group. Mr. Sun was also an executive director of Sino Distillery Group Limited (formerly known as BIO-DYNAMIC GROUP LIMITED) of which the shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited from 2005 to
2012.
As at the date of this announcement, Mr. Sun is the holder of share options with underlying 9,000,000 shares in the Company and therefore Mr. Sun is interested in the 9,000,000 shares in the Company in accordance with the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the "SFO").
Mr. Sun has entered into a service contract with the Company for a term of two years commencing from 2 May
2013 in relation to his appointment as a non-executive Director and his appointment is subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the bye-laws of the Company. Mr. Sun is entitled to receive a director fee of HK$15,000 per month under the service contract which has been recommended by the Remuneration Committee of the Company and determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.
Save as disclosed above, (i) Mr. Sun did not hold any other directorship in any other listed public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Sun does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (iii) there is no information that should be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the shareholders of the Company in relation to his re-designation.
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Mr. Zhu, aged 37, has been appointed as a non-executive director of the Company since 15 March 2013 and has over 8 years of experience in the property development business and holds management positions in property development companies in Guangdong province of the People's Republic of China (the "PRC"). Mr. Zhu is a citizen of the PRC, the sole shareholder and director of Sharp Victory Holdings Limited, a substantial shareholder
of the Company, and a real estate developer in Guangzhou of the PRC. Mr. Zhu indirectly owns 1J·rflill]ill

i100iH!ll0O (Guangzhou Zhongyuan Real Estate Development Limited*), a real estate development

company in Guangzhou of the PRC and has been its executive director and chairman since 2005. Mr. Zhu has extensive experience in management of property development business, corporate merger and acquisition, distressed asset management, investment planning, business acquisition and development and corporate management. Mr. Zhu holds the position as director for other members of the Group.
As at the date of this announcement, Sharp Victory Holdings Limited, a company incorporated in the British Virgin Islands with limited liability which is wholly and beneficially owned by Mr. Zhu, is the beneficial owner of 6,465,850,314 shares in the Company and therefore Mr. Zhu is deemed to be interested in the
6,465,850,314 shares in the Company in accordance with SFO.
Mr. Zhu has entered into a service contract with the Company for a term of three years commencing from
2 May 2013 in relation to his appointment as an executive Director and Chairman instead of as a non-executive Director and his appointment is subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the bye-laws of the Company. Mr. Zhu is entitled to receive a director fee of HK$20,000 per month under the service agreement which has been recommended by the Remuneration Committee of the Company and determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.
Save as disclosed above, (i) Mr. Zhu did not hold any other directorship in any other listed public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Zhu does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (iii) there is no information that should be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the shareholders of the Company in relation to his re-designation.

Dr. Kung, aged 40, has been appointed as a non-executive director of the Company since 15 March 2013 and holds a doctorate degree in economics from Nankai University (