ffer Shares may not be circumstances circumstances shall this lification lification under the securities COAL ASIA HOLDINGS INCORPORATED (A corporation duly organized under the laws of the Republic of the Philippines) Prospectus relating to the P800,000,000 Primary Offering of 800,000,000 Common Shares with a par value of P1.00 per Share Through an Initial Public Offering at an Offer Price of P1.00 per Offer Share to buy any Offer Shares nor shall there be any offer solicitation or sale of To be listed and traded on the First Board of The Philippine Stock Exchange, Inc. Issue Manager and Underwriter Selling Agents The Trading Participants of The Philippine Stock Exchange, Inc. Prospectus dated September 14, 2012 ion THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY This Preliminary Prospectus and the information contained herein are subject to completion or amendment without notice. The O sold nor may an offer to buy be accepted prior to Preliminary Prospectus constitute the an offer time to sell or that the solicitation the of an offer Preliminary Prospectus is issued in final the form. Offer Under Shares in no any jurisdiction in which such offer, solicitation or sale would be unlawful prior jurisdict such laws of to registration or qua TO THE SECURITIES AND EXCHANGE COMMISSION. Coal Asia Holdings Incorporated COAL ASIA HOLDINGS INCORPORATED A corporation duly organized under the laws of the Republic of the Philippines 3rd floor JTKC Center, 2155 Don Chino Roces Ave., Makati City Telephone Number: (+632) 818-6772 www.coalasiaholdings.com Initial Public Offering of 800,000,000 Common Shares of the Capital Stock of Coal Asia Holdings Incorporated on the First Board of The Philippine Stock Exchange, Inc. at an Offer Price of P1.00 Per Share This Prospectus relates to the initial public offering (“IPO” or the “Offer”) of Eight Hundred Million (800,000,000) common shares (the “Offer Shares”) with a par value of One Peso (P1.00) per share of Coal Asia Holdings Incorporated (“COAL”, the “Company”, or the “Issuer”), at an offer price of One Peso (P1.00) per share (the “Offer Price”) or an aggregate Offer Size of Eight Hundred Million Pesos (P800,000,000). See “Determination of Offer Price” on page 43 of this Prospectus. The Offer Shares will represent 20.00% of the issued and outstanding Common Shares of the Company after the Offer. All of the Offer Shares shall be primary shares to be taken from the existing authorized capital stock of the Company. No secondary shares shall form part of the Offer. The Offer Shares will be issued out of the existing authorized capital stock of the Company of Five Billion Pesos (P5,000,000,000) divided into Five Billion (5,000,000,000) Common Shares with a par value of One Peso (P1.00) per share, of which Three Billion Two Hundred Million and Four (3,200,000,004) Common Shares are issued and outstanding. After the completion of the Offer, the issued and outstanding common shares of the Company shall be Four Billion and Four (4,000,000,004) Common Shares. Please refer to the section “Ownership Structure” on page 49 of this Prospectus for the details on the holders of the Common Shares. The Company shall cause its existing stockholders who own at least 10.00% of the outstanding shares of stock after the Offer to enter into an escrow agreement with an escrow agent not to sell, assign, or in any manner dispose of their shares for a period of 180 days after Listing Date. Furthermore, shares issued and fully paid for within 180 days prior to the start of the Offer Period, with a transaction price lower than that of the Offer Price in the IPO shall likewise be locked up for at least 365 days from full payment of said shares. Certain stockholders of the Company are subject to these lock up requirements. See the sub-section “Lock-Up” starting on page 47 of this Prospectus. All Common Shares issued or to be issued pursuant to the Offer have, or upon issuance will have, identical rights and privileges. Please see the sub-section “Rights Relating to the Common Shares” on page 38 of this Prospectus. The Common Shares may be subscribed by eligible investors regardless of citizenship or nationality, subject to the limits prescribed by Philippine laws on foreign ownership in certain types of domestic companies. Please see “Philippine Foreign Investment, Exchange Controls, and Foreign Ownership” on page 174 of this Prospectus. i Coal Asia Holdings Incorporated The Company expects to raise gross proceeds of P800,000,000. The net proceeds from the Offer, after deducting the issue management and underwriting fees, registration and licensing fees, listing fees, taxes, and other related fees and expenses from the gross proceeds, are estimated to amount to P726,868,750. The net proceeds from the Offer will be used for: (a) further exploration work for both the Davao Oriental and Zamboanga-Sibugay Projects; (b) mine development of the Davao Oriental Project; and (c) working capital purposes as discussed under the section “Use of Proceeds” starting on page 34 of this Prospectus. The Company is authorized to distribute dividends out of its surplus profit, in cash, properties of the Company, shares of stock, and/or securities of other companies belonging to the Company. Dividends paid, in the form of cash or property, are subject to approval by the Company’s Board of Directors. Dividends paid in the form of additional Common Shares are subject to the approval of the Company’s Board of Directors and stockholders who own at least two-thirds (2/3) of the outstanding capital stock of the Company. Holders of outstanding Common Shares as of a dividend record date will be entitled to full dividends declared without regard to any subsequent transfer of such Common Shares. The Company has not declared any kind of dividend to its shareholders for the past three (3) years. At present, the Company has not adopted a specific dividend policy. Refer to the section “Dividends and Dividend Policy” on page 40 of this Prospectus. The information contained in this Prospectus is publicly available and has been supplied by the Company solely for the purpose of the Offer. Unless otherwise stated, the information contained in this Prospectus is as of September 14, 2012. Unless otherwise stated, all information contained in this Prospectus has been supplied by the Company. The Company, through its Board of Directors, which accepts full responsibility for the accuracy and completeness of the information contained herein. The Company, through its Board of Directors, confirms that, after having made all reasonable inquiries, and to the best of its knowledge and belief, there are no other material facts, the omission of which would make any statement in this document misleading in any material respect. Neither the delivery of this document nor any sale made hereunder shall, under any circumstance, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. Abacus Capital & Investment Corporation (“Abacus Capital”), as the Issue Manager and Underwriter, represents and warrants that it has exercised the level of due diligence required under existing regulations in ascertaining that all material information appearing in this Prospectus are true and correct as of the date indicated herein. The Issue Manager and Underwriter also warrants and represents that, to the best of its knowledge, after exercising the appropriate due diligence review, there are no other material facts, the omission of which would make any statement in the Prospectus, as a whole, misleading. Except for failure to exercise the required due diligence review, the Issue Manager and Underwriter assumes no liability for any information supplied in this Prospectus. Abacus Capital, as the Issue Manager and Underwriter, shall receive an estimated fee of Three Percent (3.00%) of the gross proceeds of the Offer, inclusive of amounts to be paid to any other underwriters and selling agents. See “Use of Proceeds” on page 34. The Offer will be underwritten on a firm commitment basis at the Offer Price. Please refer to the section “Plan of Distribution” on page 46 of this Prospectus. Prospective investors to the Offer Shares must conduct their own evaluation of the Company and the terms and conditions of the Offer, including the merits and risks involved. Please refer to the section entitled “Investment Considerations and Risk Factors” discussed on pages 24 to 33 of this Prospectus. The readers of this Prospectus are further enjoined to consult their financial advisers, tax consultants, and other professional advisers with respect to the acquisition, holding, or disposal of the Offer Shares described herein. Market and certain industry data used throughout this Prospectus were obtained from internal surveys, market research, publicly available information, and industry publications. Industry ii Coal Asia Holdings Incorporated publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information are not guaranteed. Similarly, internal surveys, industry forecasts, and market research, while believed to be reliable, have not been independently verified, and neither the Company nor the Issue Manager and Underwriter make any representation as to the accuracy of such information. This Prospectus includes forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting its business. Words including, but not limited to, “believes”, “may”, “will”, “estimates”, “continues”, “anticipates”, “intends”, “expects”, “forecasts”, and similar words are intended to identify forward-looking statements.