Asia Energy Logistics : CONNECTED TRANSACTIONS IN RELATION TO PROPOSED AMENDMENTS TO TERMS AND CONDITIONS OF CONVERTIBLE BONDS ISSUED TO A CONNECTED PERSON UNDER SPECIFIC MANDATE

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

ASIA ENERGY LOGISTICS GROUP LIMITED

亞 洲 能 源 物 流 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 351)

CONNECTED TRANSACTIONS IN RELATION TO

PROPOSED AMENDMENTS TO TERMS AND CONDITIONS OF CONVERTIBLE BONDS ISSUED TO A CONNECTED PERSON UNDER SPECIFIC MANDATE

DEED OF AMENDMENT

The Board announces that on 17 September 2019 (after trading hours), the Company and the Bondholder entered into the Deed of Amendment whereby the Company and the Bondholder have conditionally agreed to, among other matters, supplement and amend certain terms and conditions of the Bond Conditions in the manner therein provided. In summary, the Proposed Amendments include (i) the reduction of initial Conversion Price from HK$0.8505 per Conversion Share (as adjusted as a result of the Share Consolidation which came into effect on 19 August 2019) to the Proposed Amended Conversion Price of HK$0.375 per Conversion Share; and (ii) the removal of the provision in the Bond Conditions in relation to the restriction of transfer of the Convertible Bonds.

Save as the Proposed Amendments and the corresponding necessary contextual changes to the Bond Conditions, all other terms and conditions of the Bond Conditions shall remain in full force and effect.

The taking effect of the Proposed Amendments will be subject to the fulfilment of certain conditions precedent in the Deed of Amendment. If any of the conditions precedent has not been fulfilled by 5:00 p.m. (Hong Kong time) on 30 November 2019 (or such later date as the Company and the Bondholder may agree in writing), the Deed of Amendment shall automatically terminate on such date.

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The Conversion Shares upon exercise of the conversion rights attached to the Convertible Bonds shall be allotted and issued under the Specific Mandate to be granted to the Directors by the Shareholders at the General Meeting.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities. The Company will apply to the Stock Exchange for its approval for the Proposed Amendments pursuant to the requirements under the Listing Rules.

Mr. Zhu is a director of various subsidiaries of the Company and is interested in approximately 4.59% of all the issued Shares as at the date of this announcement. Mr. Zhu is an executive director and a substantial shareholder of GCL-Poly Energy Holdings Limited, a public limited liability company incorporated in the Cayman Islands and whose shares are listed on the Stock Exchange (Stock Code: 3800), which indirectly wholly owns the entire issued share capital of the Bondholder. Therefore, the Bondholder is an associate (as defined under the Listing Rules) of Mr. Zhu and a connected person of the Company under the Listing Rules. Therefore, the Proposed Amendments contemplated under the Deed of Amendment constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Mr. Zhu and his associates (as defined under the Listing Rules) are required to abstain from voting on the resolution(s) in respect of the Proposed Amendments at the General Meeting.

Furthermore, as the Conversion Shares will be allotted and issued pursuant to the Specific Mandate, the Proposed Amendments are subject to the reporting, announcement and Shareholders' approval requirements under the Listing Rules.

An Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Chan Chi Yuen, Mr. Wong Cheuk Bun and Mr. Wong Yin Shun, has been established to consider the terms of the Deed of Amendment and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether the Deed of Amendment is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The General Meeting will be held to consider and, if thought fit, pass the requisite resolutions to approve, among other things: (i) the Deed of Amendment and the transactions contemplated thereunder; and (ii) the grant of the Specific Mandate for the allotment and issue of the Conversion Shares upon conversion of the Convertible Bonds.

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A circular containing, among other things, further information concerning the Deed of Amendment and the transactions contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders containing the recommendations of the Independent Board Committee, a letter of advice from the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders, together with a notice of the General Meeting is expected to be despatched to the Shareholders by 10 October 2019.

As the Proposed Amendments are subject to the fulfilment of the conditions precedent set forth in the Deed of Amendment, Shareholders and potential investors are advised to exercise caution when dealing in the Shares and securities of the Company.

This announcement is made by the Company pursuant to Rule 13.09 and Rule 28.05, and Chapter 14A of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong).

References are made to the following announcements of the Company:

1. announcements dated 30 November 2017 and 2 March 2018 in relation to, among other matters, the subscription for the Convertible Bonds by the Bondholder in the aggregate principal amount of HK$100,000,000 pursuant to the subscription agreement dated 30 November 2017 entered into between the Company and the Bondholder in relation to the subscription of the Convertible Bonds, and the completion of the aforementioned subscription of the Convertible Bonds respectively; and
2. announcement dated 10 July 2019, circular dated 26 July 2019 and poll results announcement dated 15 August 2019 in relation to, among other matters, the Share Consolidation and the adjustment to the original initial conversion price of the Convertible Bonds (i.e. HK$0.1701 per conversion share) to HK$0.8505 per Conversion Share and the resulting number of Conversion Shares issuable by the Company upon full conversion of the Convertible Bonds (i.e. 117,577,895 Conversion Shares).

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DEED OF AMENDMENT

The Board announces that on 17 September 2019 (after trading hours), the Company and the Bondholder entered into the Deed of Amendment whereby the Company and the Bondholder have conditionally agreed to, among other matters, supplement and amend certain terms and conditions of the Bond Conditions in the manner therein provided.

As at the date of this announcement, the Convertible Bonds in an aggregate principal amount of HK$100,000,000, convertible into Shares at the Conversion Price of HK$0.8505 per Conversion Share (as adjusted as a result of the Share Consolidation), are outstanding and held by the Bondholder. The outstanding Convertible Bonds shall mature on 2 March 2021.

The Convertible Bonds are secured by the ship mortgage, deed of covenant and deed of assignment created over and in respect of a handysize bulk carrier vessel of a wholly owned subsidiary of the Company, and the charge over a bank account of the Company. The aforementioned security documents are dated 27 April 2018 and given in favour the Bondholder.

Set out below are the principal terms of the Deed of Amendment.

Date:	17 September 2019
Parties:	(i)	the Company as the issuer
	(ii)	the Bondholder as the holder of the Convertible Bonds

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Proposed Amendments

By comparison to the original Bond Conditions of the Convertible Bonds, a summary of the principal Proposed Amendments pursuant to the Deed of Amendment is as follows:

Original terms

Proposed Amendments

Initial Conversion Price:	•	Conversion Price
		of HK$0.8505 per
		Conversion Share (as
		adjusted as a result of
		the Share Consolidation)
		(subject to adjustments)
		Assuming no adjustment
		to the abovementioned
		initial Conversion Price,
		the number of Conversion
		Shares issuable by the
		Company upon full
		exercise of the conversion
		rights attached to the
		Convertible Bonds was
		117,577,895 Conversion
		Shares.
Restriction on transfer	•	Save and except otherwise
of Convertible Bonds:		permitted under the Bond
		Conditions, no holder of
		Convertible Bonds shall
		transfer its Convertible
		Bonds within two (2) years
		from the date of issue (i.e.
		on 2 March 2018).

• Proposed Amended Conversion Price of HK$0.375 per Conversion Share (subject to adjustments)
  Assuming no adjustment to the Proposed Amended Conversion Price, the number of Conversion Shares issuable by the Company upon full exercise of the conversion rights attached to the Convertible Bonds will be 266,666,666 Conversion Shares.
• The Convertible Bonds shall be freely transferrable in whole or in part to any third party which is not a connected person (within the meaning of the Listing Rules) of the Company.

Save as supplemented and amended in the manner set out in the Deed of Amendment and the corresponding necessary contextual changes to the amended and restated Bond Conditions in respect of the Convertible Bonds pursuant to the terms and conditions of the Deed of Amendment, all other terms and conditions of the Bond Conditions shall remain in full force and effect.

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Conditions precedent

The Proposed Amendments shall become effective upon fulfilment of the following conditions precedent:

1. the Stock Exchange having approved the amendments to the Bond Conditions pursuant to the Deed of Amendment in accordance with Rule 28.05 of the Listing Rules;
2. where applicable, the Listing Committee of the Stock Exchange having granted approval (with or without conditions) for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued by the Company upon conversion of the Convertible Bonds;
3. (where necessary) the approval from the Shareholders (or, where appropriate, the independent Shareholders) to enter into the Deed of Amendment and perform the Company's obligations under the Deed of Amendment having been obtained, and such approval remaining valid and effective;
4. the Company having obtained the specific mandate from the Shareholders of the Company to be granted to the Directors in General Meeting to create, allot and issue the Convertible Bonds and the Conversion Shares; and
5. all necessary consents and approvals required to be obtained on the part of the Company and the Bondholder in respect of the Deed of Amendment having been obtained respectively.

If any of the conditions precedent set out above has not been fulfilled by 5:00 p.m. (Hong Kong time) on 30 November 2019 (or such later date as the parties to the Deed of Amendment may agree in writing), the Deed of Amendment shall automatically terminate on 30 November 2019 and none of the parties shall have any claim of any nature or liabilities hereunder whatsoever against any of the other party (save for any antecedent breaches of the terms hereof).

Subject to the continuing fulfilment of the above conditions precedent, completion of the transactions contemplated under the Deed of Amendment shall take place on the date which shall be the Business Day on which the fulfilment of the last condition precedent or such other date as the parties to the Deed of Amendment may agree.

Proposed Amended Conversion Price

The Proposed Amended Conversion Price of HK$0.375 per Conversion Share represents:

1. a discount of approximately 55.91% to the initial Conversion Price of HK$0.8505 per Conversion Share (as adjusted as a result of the Share Consolidation) of the Convertible Bonds;

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1. a premium of approximately 5.63% over the closing price of HK$0.355 per Share as quoted on the Stock Exchange on 17 September 2019, being the date of the Deed of Amendment;
2. a premium of approximately 5.63% to the average closing price of HK$0.355 per Share as quoted on the Stock Exchange for the last five (5) trading days up to and including the date of the Deed of Amendment; and
3. a premium of approximately 8.06% to the average closing price of HK$0.347 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including the date of the Deed of Amendment.

Conversion Shares

Assuming full conversion of the Convertible Bonds as amended pursuant to the Deed of Amendment in the principal amount of HK$100,000,000 at the Proposed Amended Conversion Price of HK$0.375 per Conversion Share, an aggregate of 266,666,666 Conversion Shares will be allotted and issued by the Company, representing:

1. approximately 53.77% of total number of issued Shares of the Company as at the date of the Deed of Amendment; and
2. approximately 34.97% of total number of issued Shares of the Company as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Bonds.

Information on the Bondholder

The Bondholder is a limited company incorporated in the British Virgin Islands and is a wholly owned subsidiary of GCL-Poly Energy Holdings Limited, a public limited liability company incorporated in the Cayman Islands and whose shares are listed on the Stock Exchange (Stock Code: 3800). The principal activity of the Bondholder is investment holding.

REASONS FOR AND BENEFITS OF THE PROPOSED AMENDMENTS

The Group is principally engaged in the (i) railway construction and operations; and (ii) shipping and logistics businesses.

The Convertible Bonds in the aggregate amount of HK$100,000,000 were issued by the Company to the Bondholder on 2 March 2018. The significance of the proceeds from the issue of the Convertible Bonds back then lay at enabling the Company to acquire a dry bulk vessel resulting in the expansion of the Group's fleet of dry bulk vessels and bringing synergy to the Group's shipping and logistic businesses. The acquisition of the additional

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dry bulk vessel from the proceeds of the issue of the Convertible Bonds was completed in 19 April 2018 and has since then been chartered and generating charter income for the Group.

The terms of the Proposed Amendments, in particular the proposed reduction of Conversion Price, were arrived at after arm's length negotiations between the Company and the Bondholder with reference to, among others, (i) the trading price of the Shares since the issue of the Convertible Bonds on 2 March 2018; (ii) the prevailing market price of the Shares; and (iii) recent issue of convertible bonds transactions of the Company and in the market with conversion price at a premium to the share price.

The original initial conversion price of the Convertible Bonds (i.e. HK$0.1701 per Conversion Share and prior to the Share Consolidation coming into effect) (the "Original Initial Conversion Price") was determined after arm's length negotiations between the Company and the Bondholder having considered various factors and represented a premium of, among others, the then closing price of the Shares as quoted on the Stock Exchange on the date of the subscription agreement for the Convertible Bonds and the five trading days of the Stock Exchange preceding such date. Since the issue of the Convertible Bonds on 2 March 2018, the Shares have been traded at a price lower than the Original Initial Conversion Price with the highest closing price of HK$0.149 on 29 March 2018 and the lowest closing price of HK$0.047 on 3 June 2019 up to the date of this announcement. In other words, the Original Initial Conversion Price represents premium of approximately 14.2% and 261.9% over the above highest closing price and lowest closing price of the Shares respectively.

During such period, the Company has issued the Convertible Bonds Due 2021 at the initial conversion price of HK$0.466 (as adjusted as a result of the Share Consolidation), and on 25 June 2019, the Company announced the entry of the placing agreement for the Proposed Placing with an initial conversion price of HK$0.30 (as adjusted as a result of the Share Consolidation and assuming the Proposed Placing is materialised). By comparison, the Conversion Price of HK$0.8505 per Conversion Share (as adjusted as a result of the Share Consolidation) is significantly higher than the aforementioned initial conversion price of the Convertible Bonds Due 2021 and the convertible bonds under the Proposed Placing, representing premium of 82.5% and 183.5% over the aforementioned conversion prices. In the circumstances, the Company and the Bondholder entered into good faith negotiation to reduce the Conversion Price of the Convertible Bonds.

Regarding the removal of the restriction of transfer of the Convertible Bonds as referred to under the table under the paragraph headed "Proposed Amendments" above, the Company has taken into account the benefit of the potential increase of the liquidity of the Convertible Bonds and potential expansion of investor base of the Company, and thus agreed with the Bondholder of removing such restriction of transfer.

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The entering into of the Deed of Amendment between the Company and the Bondholder and the Proposed Amendments contemplated thereunder, if approved by the Independent Shareholders in the General Meeting, will reflect a more realistic price of the conversion right attached to the Convertible Bonds, which in turn will preserve the ongoing relationship between the Company and the Bondholder. In light of the early redemption right under the Bond Conditions (i.e. upon the second anniversary of the issue of the Convertible Bond) and the existing liquidity level of the Group, the continuation of the Convertible Bonds to its full three-year term is particularly important to the Group in view of the financial performance and business development since its issue.

In light of the aforesaid, the Directors (excluding the independent non-executive Directors whose view will be set out in the Circular to be despatched to the Shareholders) consider that the terms and conditions of the Deed of Amendment are fair and reasonable and the Proposed Amendments are in the interests of the Company and the Shareholders as a whole.

None of the Directors has any material interest in the transactions contemplated under the Deed of Amendment, and therefore none of the Directors was required to abstain from passing the related Board resolutions in relation to, among other matters, the entering into of the Deed of Amendment and the approving of the transactions contemplated thereunder.

SPECIFIC MANDATE TO ISSUE CONVERSION SHARES UPON CONVERSION OF THE CONVERTIBLE BONDS

As at the date of this announcement, no Conversion Shares have been issued pursuant to the Convertible Bonds. Based on the Proposed Amended Conversion Price and assuming full conversion of the Convertible Bonds, the Convertible Bonds will be convertible into 266,666,666 Conversion Shares, representing approximately 53.77% of total number of issued Shares of the Company as at the date of the Deed of Amendment, and approximately 34.97% of total number of issued Shares of the Company as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Bonds.

The Conversion Shares will be allotted and issued pursuant to the Specific Mandate and will rank pari passu in all respects with the existing Shares in issue. The issue of the Conversion Shares upon conversion of the Convertible Bonds is not subject to the Shareholders' approval.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

For illustration purpose, assuming no other changes in the number of issued Shares of the Company from the date of this announcement up to the date when the Proposed Amendments take effect pursuant to the Deed of Amendment, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon the full conversion of the Convertible Bonds (assuming none of the Convertible Bonds Due

2021 have been converted) are illustrated as follows:

						Immediately upon the full conversion
						of the Convertible Bonds
						(assuming none of the Convertible
Name		As at the date of this announcement		Bonds Due 2021 have been converted)
	Number of Shares		Approximately %	Number of Shares		Approximately %
Mr. Wong Kin Ting (Note 1)	91,059,406	18.36	91,059,406	11.94
Bondholder		-		-	266,666,666	34.97
								(Note 2)
Mr. Zhu Gongshan	22,749,000	4.59	22,749,000	2.98
Public Shareholders	382,166,838	77.05	382,166,838	50.11
Total:	495,975,244	100.00	762,641,910	100.00

Notes:

1. As at the date of this announcement, Mr. Wong Kin Ting was deemed to be interested in 91,059,406 Shares (as adjusted as a result of the Share Consolidation) through his interests in the following corporations which are 100% owned by him:
2. 1. 5,900,000 Shares held by Delight Assets Management Limited; and
   2. 85,159,406 Shares held by King Castle Enterprises Limited.
3. Under the Bond Conditions, if the total number of Conversion Shares issuable by the Company upon the exercise of holder(s) of the Convertible Bonds of the conversion rights attached thereto would exceed the "conversion cap" (as defined in the Bond Conditions to mean the maximum number of Conversion Shares that may be issued to a holder of the Convertible Bonds without triggering any regulatory requirement for such holder or any of its affiliates (as defined in the Bond Conditions) to make a general offer for the Shares of the Company under Rule 26.1 of The Hong Kong Code on Takeovers and Mergers), the Company shall pay an amount of cash settlement sum to such holder of the Convertible Bonds for such Conversion Shares exceeding the aforementioned conversion cap instead of proceeding to issue and allot those excess shares.

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Save as disclosed in the poll results announcement of the Company dated 15 August 2019 and the Convertible Bonds, which is reproduced below, there were no outstanding share options of the Company as at the date of this announcement. As a result of the Share Consolidation and as at the date of this announcement:

1. there were 22,230,054 outstanding share options granted under the Share Option Scheme (2008) entitling the holders thereof to subscribe for up to 22,230,054 Shares;
2. there were 98,665,048 outstanding share options granted under the Share Option Scheme (2018) entitling the holders thereof to subscribe for up to 98,665,048 Shares; and
3. the Convertible Bonds Due 2021 with the aggregate outstanding principal amount of HK$18,000,000 issued by the Company on 8 November 2018 entitling the bondholders thereto to convert into 38,626,609 Shares at the initial conversion price of HK$0.466 per Share (subject to adjustments).

In respect of the Proposed Placing, reference is made to the announcement of the Company dated 13 September 2019 in relation to the extension of the placing period and the long stop date of the Proposed Placing to 4 October 2019 and 31 October 2019 respectively. Assuming the convertible bonds under the Proposed Placing in the aggregate principal amount of HK$60,000,000 are fully issued by the Company, there will be an aggregate of 200,000,000 Shares issuable by the Company upon full conversion of the aforementioned convertible bonds at the initial conversion price of HK$0.30 per Share (as adjusted as a result of the Share Consolidation).

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FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save for disclosed below, the Company has not conducted any other equity fund raising activities in the past twelve months immediately prior to the date of this announcement.

Date of initial
announcement	Event	Net proceeds	Intended use of proceeds Actual use of proceeds

25 June 2019	Placing of	Estimated to be	Proposed to be used
	convertible	approximately	for the Group's general
	bonds under	HK$57.7	working capital as
	specific mandate	million	to (i) approximately
			HK$11 million for
			loan repayments; (ii)
			approximately HK$39.2
			million for daily
			operations and logistics
			business development;
			and (iii) approximately
			HK$7.5 million for legal
			and professional fee.

As announced by the Company on 13 September 2019, the placing period was extended to 4 October 2019. As at the date of this announcement, the Proposed Placing has not completed yet, and the Company intends to adhere to the proposed use of proceeds.

APPLICATION FOR LISTING

Application will be made to the Listing Committee for the listing of, and permission to deal in, the Conversion Shares which may fall to be allotted and issued upon conversion of the Convertible Bonds pursuant to the Bond Conditions as amended and restated by the Deed of Amendment.

No application will be made by the Company for the listing of the Convertible Bonds.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities. The Company will apply to the Stock Exchange for its approval of the Proposed Amendments pursuant to the requirements under the Listing Rules.

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Mr. Zhu is a director of various subsidiaries of the Company and is interested in approximately 4.59% of all the issued Shares as at the date of this announcement. Mr. Zhu is an executive director and a substantial shareholder of GCL-Poly Energy Holdings Limited, a public limited liability company incorporated in the Cayman Islands and whose shares are listed on the Stock Exchange (Stock Code: 3800), which indirectly wholly owns the entire issued share capital of the Bondholder. Therefore, the Bondholder is an associate (as defined under the Listing Rules) of Mr. Zhu and a connected person of the Company under the Listing Rules. Therefore, the Proposed Amendments contemplated under the Deed of Amendment constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Mr. Zhu and his associates (as defined under the Listing Rules) are required to abstain from voting on the resolution(s) in respect of the Proposed Amendments at the General Meeting.

Furthermore, as the Conversion Shares will be allotted and issued pursuant to the Specific Mandate, the Proposed Amendments are subject to the reporting, announcement and Shareholders' approval requirements under the Listing Rules.

An Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Chan Chi Yuen, Mr. Wong Cheuk Bun and Mr. Wong Yin Shun, has been established to consider the terms of the Deed of Amendment and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether the Deed of Amendment is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The General Meeting will be held to consider and, if thought fit, pass the requisite resolutions to approve, among other things: (i) the Deed of Amendment and the transactions contemplated thereunder; and (ii) the grant of the Specific Mandate for the allotment and issue of the Conversion Shares upon conversion of the Convertible Bonds.

A circular containing, among other things, further information concerning the Deed of Amendment and the transactions contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders containing the recommendations of the Independent Board Committee, a letter of advice from the Independent Financial Adviser appointed to the Independent Board Committee and the Independent Shareholders, together with a notice of the General Meeting, is expected to be despatched to the Shareholders by 10 October 2019.

As the Proposed Amendments are subject to the fulfilment of the conditions precedent set forth in the Deed of Amendment, Shareholders and potential investors are advised to exercise caution when dealing in the Shares and securities of the Company.

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DEFINITIONS

In this announcement, the following terms have the meanings set out below, unless the context requires otherwise:

"Board"	the board of Directors
"Bond Conditions"	the original terms and conditions of the Convertible Bonds
	forming part of the instrument dated 2 March 2018 executed
	by the Company constituting the Convertible Bonds
"Bondholder"	GIC Investment Limited
"Business Day"	any day (not being a Saturday, Sunday or public holiday or
	any day in Hong Kong on which a typhoon signal number 8
	or above or a black rainstorm warning is hoisted) on which
	licensed banks in Hong Kong are open for business
"Company"	Asia Energy Logistics Group Limited 亞洲能源物流集團有
	限公司, a company incorporated in Hong Kong with limited
	liability and the Shares of which are listed on the Main Board
	of the Stock Exchange (Stock Code: 351)
"Conversion Price"	HK$0.8505 per Conversion Share (as adjusted as a result of
	the Share Consolidation)
"Conversion Share(s)"	the Shares which may be allotted and issued upon exercise of
	the conversion rights attached to the Convertible Bonds
"Convertible Bonds"	the 5.5% convertible bonds due 2021 in the aggregate principal
	amount of HK$100,000,000 issued by the Company to the
	Bondholder on 2 March 2018
"Convertible Bonds Due	the 2.5% convertible bonds due 2021 in the aggregate principal
2021"	amount of HK$18,000,000 issued by the Company on 8
	November 2018
"Deed of Amendment"	the conditional deed of amendment dated 17 September 2019
	entered into between the Company and the Bondholder in
	relation to, among other matters, the amendments to the Bond
	Conditions
"Directors"	the directors of the Company from time to time

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"General Meeting"	the general meeting of the Company to be convened and held
	to consider and, if thought fit, pass the requisite resolutions to
	approve, among others, (i) the Deed of Amendment and the
	transactions contemplated thereunder; and (ii) the grant of the
	Specific Mandate for the allotment and issue of the Conversion
	Shares upon conversion of the Convertible Bonds
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Board	an independent committee of the Board, comprising all the
Committee"	independent non-executive Directors, namely Mr. Chan Chi
	Yuen, Mr. Wong Cheuk Bun and Mr. Wong Yin Shun
"Independent Financial	Lego Corporate Finance Limited, a licensed corporation
Adviser"	registered with the Securities and Futures Commission of
	Hong Kong to carry out type 6 (advising on corporate finance)
	regulated activities under the Securities and Futures Ordinance
	(Chapter 571 of the Laws of Hong Kong)
"Independent	Shareholders other than Mr. Zhu and his associates (as defined
Shareholders"	under the Listing Rules)
"Listing Committee"	the listing committee of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mr. Zhu"	Mr. Zhu Gongshan, who is a director of various subsidiaries
	of the Company and is interested in approximately 4.59%
	of the total number of issued Shares as at the date of this
	announcement
"Proposed Amended	HK$0.375 per Conversion Share (subject to adjustments)
Conversion Price"
"Proposed Amendments"	the amendments to the Bond Conditions as conditionally
	agreed between the Company and the Bondholder under the
	Deed of Amendment

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"Proposed Placing"	the proposed placing by the Company of convertible bonds of
	up to HK$60,000,000 3-year 2.5% unsecured non-redeemable
	convertible bonds to be issued by the Company pursuant to
	the terms and subject to the conditions set out in the placing
	agreement dated 25 June 2019 (as supplemented by the
	supplemental placing agreement dated 13 September 2019)
	between the Company as issuer and VC Brokerage Limited
	as placing agent
"Share(s)"	the issued share(s) of the Company
"Share Consolidation"	the consolidation of every five (5) then existing Shares into
	one (1) consolidated Share which came into effect from 19
	August 2019
"Shareholder(s)"	holder(s) of the issued Shares
"Share Option Scheme	the share option scheme adopted by the Company on 20
(2008)"	August 2008, the terms of which expired 20 August 2018
"Share Option Scheme	the share option scheme adopted by the Company on 20
(2018)"	August 2018
"Specific Mandate"	the specific mandate to be sought from the Shareholders
	(or, where appropriate, the Independent Shareholders) at the
	General Meeting to authorise the Directors to allot, issue and
	deal in the Conversion Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
%	per cent.
	By Order of the Board
	Asia Energy Logistics Group Limited
	Liang Jun
	Executive Director

Hong Kong, 17 September 2019

As at the date of this announcement, the executive Directors are Mr. Liang Jun, Mr. Fu Yongyuan, and Mr. Wu Jian; the non-executive Director is Mr. Yu Baodong (Chairman); and the independent non-executive Directors are Mr. Chan Chi Yuen, Mr. Wong Cheuk Bun and Mr. Wong Yin Shun.

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