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.



Asia Coal Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 835) Unusual Price and Trading Volume Movements

This announcement is made at the request of The Stock Exchange of Hong Kong Limited (the "Stock

Exchange").

The directors of Asia Coal Limited (the "Company") have noted the recent unusual decrease in the price and increase in the trading volume of the shares of the Company (the "Shares").
Further to the announcement of the Company dated 25 September 2012, the Company has been in ongoing negotiation with an independent third party (the "Investor") in relation to a proposed investment by the Investor in Shares by way of subscription for new Shares (the "Proposed Investment"). The Proposed Investment, if it materialises based on the terms currently under contemplation, may result in a change in control of the Company. However, such change in control is not expected to result in a general offer being made by the Investor for Shares as it is proposed that the Proposed Investment will be conditional upon, among other things, the obtaining of a waiver from the executive director of the Corporate Finance Division of the Securities and Futures Commission (the "SFC") pursuant to Note 1 of the Notes on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code") from an obligation on the part of the Investor and its concert parties (within the meaning of the Takeovers Code) to make a general offer for the issued Shares (the "Whitewash Waiver") and such condition will not be capable of being waived. Based on the terms currently under contemplation, the Proposed Investment will not proceed if the Whitewash Waiver is not granted. In addition, under such proposed terms, it is intended that the proceeds of subscription for Shares by the Investor will be applied by the Company towards redemption of outstanding convertible bonds issued by the Company constituting an off-market share repurchase within the meaning of, and subject to the requirements of, Rule 2 of the Code on Share Repurchases issued by the SFC. Further, to facilitate the transactions contemplated under the Proposed Investment, it is envisaged that the Company would undertake a reduction in the nominal paid-up capital paid-up on its Shares.
As at the date hereof, the parties are at an advanced stage of negotiation but no legally-binding agreements with respect to the Proposed Investment have been entered into or approved by the board of directors of the Company (the "Board"). The transactions described above, should they proceed will also require prior approval by shareholders of the Company. If the Proposed Investment materialises, further announcement will be made by the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange (the "Listing Rules") as and when appropriate.
- 1 -
Other than as disclosed herein, the Board confirms that there are no other negotiations or agreements relating to intended acquisitions or realisations which are discloseable under rule 13.23 of the Listing Rules, neither is the Board aware of any other matter discloseable under the general obligation imposed by rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

As the Proposed Investment may or may not materialise at all and it is uncertain as at the date of this announcement whether there would be a change of control of the Company, shareholders and investors should exercise caution in dealing in the Company's securities.

This announcement is made by the order of the Board. The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement misleading.
By Order of the Board Asia Coal Limited Sun David Lee Chairman
Hong Kong, 21 November 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.

- 2 -

distributed by