AMBER ENERGY : Circulars - Proposed Granting of General Mandates to Issue New Shares and Repurchase Shares, Re-election of Retiring Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

AMBER ENERGY LIMITED

琥 珀 能 源 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 90)

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as defined in this circular.

A letter from the Board is set out on page 4 to 8 of this circular. A notice convening the AGM of the Company to be held at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Kowloon, Hong Kong, on Monday, 10 June 2019 at 10:30 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

26 April 2019

		CONTENTS
			Page
Definitions. . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . .			5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
Appendix I	-	Explanatory Statement on Repurchase of Shares . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Details of Retiring Directors Proposed for Re-election . . . . . . . . . . . . .	14
Notice of AGM .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

In this circular (other than in the notice of AGM), unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	Kowloon Room I, Mezzanine Floor, Kowloon Shangri-La,
	64 Mody Road, Kowloon, Hong Kong, on Monday, 10 June
	2019 at 10:30 a.m. or any adjournment thereof;

"Articles of Association"

"Board"

"close associate(s)"

"Company"

the articles of association of the Company, as amended from time to time;

the board of Directors;

has the same meaning ascribed to it under the Listing Rules;

Amber Energy Limited, a company incorporated in the Cayman Islands with limited liability, of which the Shares are listed on the main board of the Stock Exchange;

"controlling shareholder(s)"

"core connected person(s)"

"Director(s)"

"Extension Mandate"

has the same meaning ascribed to it under the Listing Rules;

has the same meaning ascribed to it under the Listing Rules;

the director(s) of the Company;

a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the aggregate number of Shares which may be allotted, issued and dealt with under the Issue Mandate;

"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

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DEFINITIONS

"Hong Kong"

"Issue Mandate"

"Latest Practicable Date"

"Listing Rules"

"Memorandum of Association"

"Nomination Committee" "PRC"

"Repurchase Mandate"

"RMB" "SFO"

"Share(s)"

the Hong Kong Special Administrative Region of the PRC;

a general and unconditional mandate to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate number of Shares in issue on the date of passing the relevant resolution;

17 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

the memorandum of association of the Company, as amended from time to time;

the nomination committee of the Company;

the People's Republic of China, which for the purpose of this circular, excludes Hong Kong, Macao Special Administrative Region of the PRC and Taiwan;

a general and unconditional mandate to the Directors to exercise all the powers of the Company to repurchase Shares not exceeding 10% of the aggregate number of the Share of the Company in issue on the date of passing of the relevant resolution;

Renminbi, the lawful currency of the PRC;

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time);

ordinary shares of HK$0.10 each in the share capital of the Company;

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DEFINITIONS

"Shareholder(s)"

"Stock Exchange"

"substantial shareholder(s)"

"Takeovers Code"

"%"

the holder(s) of the Share(s);

The Stock Exchange of Hong Kong Limited;

has the same meaning ascribed to it under the Listing Rules;

the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong; and

per cent.

References to time and dates in this circular are to Hong Kong time and dates.

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