Asia Coal Limited : COMPLETION OF THE SUBSCRIPTION AND THE REDEMPTION, RESIGNATION OF EXECUTIVE DIRECTOR AND CHANGE 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.

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)

The Board is pleased to announce that the Subscription was completed on 7 March 2013 and 6,465,850,314
Subscription Shares were issued by the Company to the Subscriber. As the Redemption was conditional upon completion of the Subscription having taken place, the Redemption has now been effected and the GF CB and the Termination CB have been redeemed. In addition, the Board announces that Mr. Kwok has resigned as an Executive Director and Authorised Representative of the Company with effect from 7 March
2013.
Mr. Sun, the Chairman and an Executive Director of the Company, has been appointed as the Authorised Representative (for the purpose of Rule 3.05 of the Listing Rules and for accepting service of process and notices in Hong Kong on behalf of the Company under Section 333A of the Company Ordinance) with effect from 7 March 2013.

Reference is made to the circular of the Company dated 8 February 2013 (the "Circular") in relation to, among other things, the Subscription, the Capital Reorganisation, the Redemption and the Whitewash Waiver. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all of the Conditions were fulfilled on or by 5 March 2013 and that completion of the Subscription took place on 7 March 2013 in accordance with the terms of the Subscription Agreement. A total of 6,465,850,314 Subscription Shares have been successfully issued to the Subscriber. The Subscription Shares represent approximately 75% of the issued share capital of the Company after the Capital Reorganisation became effective on 5 March 2013 and as enlarged by the allotment and issue of the Subscription Shares.
- 1 -
Immediately after Completion, there were 8,621,133,752 Shares in issue. Set out below is the shareholding structure of the Company immediately before and after Completion:

CEC Holdings 591,911,738 27.46 591,911,738 6.86

CEC Resources 10,905,093 0.51 10,905,093 0.13

CEC Holdings and parties

acting in concert with it 602,816,831 27.97 602,816,831 6.99

Billion Pacific Ventures Limited 406,976,095 18.88 406,976,095 4.72

Mr. Kwok 1,500,000 0.07 1,500,000 0.02

Mr. Kwok and parties acting

in concert with it 408,476,095 18.95 408,476,095 4.74

The Subscriber and parties

acting in concert with it - - 6,465,850,314 75

Shareholders deemed as

"public" immediately

before Completion 1,143,990,512 53.08 1,143,990,512 13.27

Shareholders deemed as

"public" as at Completion 2,155,283,438 25

The terms of the Redemption Agreements provided that the Redemption was conditional upon completion of the Subscription having taken place. Accordingly, the Redemption has now been effected and the GF CB and the Termination CB have been redeemed.

The Board also announces that Mr. Kwok has resigned as an Executive Director and authorised representative (the "Authorised Representative") of the Company with effect from 7 March 2013 in order for the Company to continue to meet the public float requirements under Rules 13.32(1) and 8.08(1)(a) of the Listing Rules upon Completion. Accordingly, since Completion, Mr. Kwok constitutes a member of the "public" within the meaning of Rule 8.24 of the Listing Rules and is a public Shareholder. Mr. Kwok has confirmed to the Board that he has no disagreement with the Board, and there is no matter in relation to his resignation that needs to be brought to the attention of the Shareholders and the Stock Exchange.
Mr. Sun, the Chairman and an Executive Director of the Company, has been appointed as the Authorised Representative (for the purpose of Rule 3.05 of the Listing Rules and for accepting service of process and notices in Hong Kong on behalf of the Company under Section 333A of the Companies Ordinance (Chapter 32, Laws of Hong Kong)) with effect from 7 March 2013.
Hong Kong, 7 March 2013
By Order of the Board Asia Coal Limited SUN David Lee Chairman

As at the date of this announcement, the Board comprises (i) Mr. SUN David Lee as executive Director; (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.

The Directors jointly and severally accept full responsibility for the accuracy of 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 statement in this announcement misleading.

- 2 -

distributed by