Asia Coal Limited : NOTICE OF THE SPECIAL GENERAL MEETING (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)

(1) "THAT subject to the fulfillment of conditions (ii) and (iii) set out in the section headed "Conditions of the Capital Reorganisation" in the circular of the Company dated 8 February 2013 of which this notice of SGM forms a part (the "Circular"), a copy of which has been produced to the meeting marked "A" and initialled by the Chairman of the meeting for the purpose of identification and the passing of this special resolution, with effect from 9:00 a.m. on the next Business Day following the date on which this special resolution is passed (the "Effective Date"):
(a) the issued share capital of the Company be reduced by cancelling the issued and paid-up capital of the Company to the extent of HK$0.09 on each issued and paid up share such that the par value of each share be reduced from HK$0.10 to HK$0.01 (the "Capital Reduction") and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued capital hereby cancelled be made available for issue of new shares of the Company so that the authorised capital of the Company of HK$3,000,000,000 remains unchanged on the Effective Date;
(b) subject to and forthwith upon the Capital Reduction taking effect, each authorised but unissued share of par value HK$0.10 be subdivided into ten shares, each of par value HK$0.01 (the "Share Subdivision") (together with Capital Reduction, collectively referred to as the "Capital Reorganisation");
(c) the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company and be applied to set off against the accumulated losses of the Company (the "Credit Application"); and
- 1 -
(d) any one director of the Company ("Directors") be and is hereby authorised generally to do all such acts, deeds and things and to sign all documents as he may, in his absolute discretion, considers necessary, desirable or appropriate in connection with and to give effect to the implementation of the Capital Reorganisation and Credit Application."

(2) "THAT subject to the passing of the resolution no. 1 set out in the Notice of Special General Meeting (the "Notice") of which this resolution forms part, and, upon the Capital Reorganisation (as defined in the Notice) taking effect,
(a) the Subscription Agreement dated 4 December 2012 entered into between Sharp Victory Holdings Limited (the "Subscriber"), Mr. Zhu Xinjiang, CEC Resources and Minerals Holdings Limited ("CEC Holdings") and the Company, a copy of which is produced to the meeting marked "B" and initialled by the Chairman of the meeting for the purpose of identification, and all transactions contemplated thereunder and in connection therewith be and are hereby approved;
(b) the allotment and issue to the Subscriber (or its nominee) of 6,465,850,314 share(s) of HK$0.01 each in the capital of the Company (the "Subscription Share(s)") for cash at HK$0.0235 per Subscription Share in accordance with the terms and conditions of the Subscription Agreement be and is hereby approved; and
(c) any one Director or any other person authorised by the board of Directors from time to time be and is/are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and do all such acts or things and take all such steps as he or she or they may in his or her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the Subscription Agreement and the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares) and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Subscription Agreement and/or the transactions contemplated thereunder."
(3) "THAT subject to the passing of the resolutions nos. 1 and 2 set out in the Notice of which this resolution forms part, and, upon the Capital Reorganisation (as defined in the Notice of which this resolution forms part) taking effect,
(a) the GF CB Redemption and the GF CB Redemption Agreement (each as defined in the Circular) dated 4 December 2012 entered into between CEC Holdings and the Company, a copy of which is produced to the meeting marked "C" and initialled by the Chairman of the meeting for the purpose of identification be and are hereby approved;
(b) the Termination CB Redemption and the Termination CB Redemption Agreement (each as defined in the Circular) dated 4 December 2012 entered into between CEC Holdings and the Company, a copy of which is produced to the meeting marked "D" and initialled by the Chairman of the meeting for the purpose of identification be and are hereby approved; and
- 2 -
(c) any one Director or any other person authorised by the board of Directors from time to time be and is/are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and do all such acts or things and take all such steps as he or she or they may in his or her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to each of the GF CB Redemption and the Termination CB Redemption and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of each of the GF CB Redemption Agreement, the Termination CB Redemption Agreement (each as defined in the Circular) and/or the transactions contemplated thereunder."
(4) "THAT subject to the passing of the resolutions nos. 1 and 2 set out in the Notice of which this resolution forms part, and, upon the Capital Reorganisation (as defined in the Notice of which this resolution forms part) taking effect, the waiver granted or to be granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any delegate thereof pursuant to Note 1 of the Notes on Dispensations from Rule 26 of the Code on Takeovers and Mergers ("Takeovers Code") of the obligations on the part of the Subscriber and parties acting in concert with it to make a mandatory general offer to the shareholders of the Company for all the issued shares and securities of the Company not already owned or agreed to be acquired by any of them which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of the Subscriber (or its nominee) being allotted and issued the Subscription Shares (as defined in resolution no.2 as set out in the Notice) be and is hereby approved."
Yours faithfully,
By Order of the Board Asia Coal Limited SUN David Lee Chairman
Hong Kong, 8 February 2013

Head Office and Principal Place of Business in Hong Kong:

Unit 1301, 13/F., Bonham Trade Centre,
50 Bonham Strand, Sheung Wan, Hong Kong

Registered Office:

Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
- 3 -

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

2. A form of proxy for use at the SGM is enclosed.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a certified true copy of that power of attorney or authority must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

4. In the case of a corporation, the form of proxy must be executed either under its common seal or under the hand of some officers or attorney duly authorised in that behalf.

5. In the case of joint holders, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.

6. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the

SGM, if he so wishes. If such member attends the SGM, his form of proxy will be deemed to have been revoked.

7. As at the date of this notice, the board of directors of the Company comprises Messrs. SUN David Lee (Chairman) and KWOK Wing Leung, Andy as Executive Directors; Mr. YEUNG Ting Lap, Derek Emory as Non-executive Director; Messrs. HO Man Kin, Tony, LI Kar Fai, Peter and Edward John HILL III as Independent Non-executive Directors.

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.

- 4 -

distributed by