Asia Resources : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF PROPERTY IN THE PRC

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.

(incorporated in Bermuda with limited liability)

Reference is made to the announcements of the Company dated 24 June 2014 and 15 April
2015 in relation to the 2014 Acquisition Agreement, pursuant to which the Purchaser has agreed to purchase and the Vendor has agreed to sell certain property located in Kingma Information Logistics Park at a consideration of RMB100,042,870 (equivalent to approximately HK$125,053,588).
In addition to the 2014 Acquisition Agreement, the Board is pleased to announce that on
15 May 2015 (after trading hours of the Stock Exchange), the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the 2015 Acquisition Agreement with the Vendor in relation to the Acquisition, pursuant to which the Purchaser has agreed to purchase and the Vendor has agreed to sell the Property for an initial Consideration of RMB65,107,800 (equivalent to approximately HK$81,384,750) (subject to adjustments).
The transactions contemplated under the Acquisition Agreements are aggregated on the basis that both the 2014 Acquisition Agreement and the 2015 Acquisition Agreement are in relation to the acquisition of properties located in Kingma Information Logistics Park by the Purchaser from the Vendor and thus shall be aggregated pursuant to Rule 14.22 of the Listing Rules.

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As the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Aggregated Acquisitions are more than 5% bu t less than 25%, the Aggregated Acquisitions constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. The Acquisition and the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempted from shareholders' approval requirement under Chapter 14 of the Listing Rules.

Reference is made to the announcements of the Company dated 24 June 2014 and 15 April
2015 in relation to the 2014 Acquisition Agreement, pursuant to which the Purchaser has agreed to purchase and the Vendor has agreed to sell certain property located in Kingma Information Logistics Park at a consideration of RMB100,042,870 (equivalent to approximately HK$125,053,588).
On 15 May 2015 (after trading hours of the Stock Exchange), the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the 2015 Acquisition Agreement with the Vendor in relation to the Acquisition, pursuant to which the Purchaser has agreed to purchase and the Vendor has agreed to sell the Property for the initial Consideration of RMB65,107,800 (equivalent to approximately HK$81,384,750) (subject to adjustments).
The transactions contemplated under the Acquisition Agreements are aggregated on the basis that both the 2014 Acquisition Agreement and the 2015 Acquisition Agreement are in relation to the acquisition of properties located in Kingma Information Logistics Park by the Purchaser from the Vendor and thus shall be aggregated pursuant to Rule 14.22 of the Listing Rules.
The principal terms of the 2015 Acquisition Agreement are summarized below.
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Shengyi Information Consulting (Shenzhen) Co., Ltd.# (�

), an indirect wholly-owned subsidiary of the Company

(2) Vendor: ISH Yanbao Logistics (Shenzhen) Co. Ltd.# ($;� J!

)

The Vendor is a company established in the PRC and is principally engaged in property development. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner(s) is an Independent Third Party.

Pursuant to the 2015 Acquisition Agreement, the Purchaser has agreed to purchase and the
Vendor has agreed to sell the Property.
The Property, with a total gross floor area of approximately 5,400 square metres (the "Agreed Area"), comprises of thirty (30) units of Kingma Information Logistics Park which is situated at depot No. 2, 3rd Road and Shenyan Road Intersect, Inner Logistic Park, Yantian Bonded Area, Yantian District, Shenzhen City, the PRC.
As at the date hereof, Kingma Information Logistics Park is still under construction and is expected to be completed in or about March 2016. Kingma Information Logistics Park will be developed into a storage, research and development and commercial development, comprising of four 9-storey (excluding a single-storey basement car park) composite buildings with total gross floor area of approximately 69,000 square metres.
According to a Land Use Rights Transfer Agreement known as Shen De He Zi (2007) No. 0096 (-fu��(2007) 0096/u) dated 26 June 2006 and entered into between the Vendor and the Bureau of Land and Resources of Shenzhen, the land use rights of the land on which Kingma Information Logistics Park is to be developed thereon, comprising a gross floor area of approximately 24,000 square metres, have been granted to the Vendor for a term of 50 years for storage use ending on 29 June 2057.
As at 31 March 2015, the Property was valued by an independent professional valuer at approximately RMB81,400,000 (equivalent to approximately HK$101,750,000) on a market value basis.
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The initial Consideration for the Acquisition is RMB65,107,800 (equi v alent to approximately HK$81,384,750) (subject to adjustments), being the Agreed Area multiplied by RMB12,000 (equivalent to approximately HK$15,000) per square metre (the "Unit Price"), and shall be payable by the Purchaser in the following manner:
(a) as to RMB60,000,000 (equivalent to HK$75,000,000) as refundable deposit to be payable within forty-five (45) Business Days after the signing of the 2015 Acquisition Agreement; and
(b) the remaining balance of RMB5,107,800 (equivalent to approximately HK$6,384,750) to be payable within thirty (30) day after the date on which the Property has been registered under the name of the Purchaser.
In the event that (a) the Purchaser defaults in payment of the Consideration but such default is rectified before the expiry of a ninety (90) day period commencing from such due date; or (b) the Purchaser defaults in payment of the Consideration and such default is only rectified after the expiry of such ninety (90) day period but the due and unpaid amount of the Consideration represents less than one-fifth of the total amount of the Consideration, a default payment at a rate of 0.03% per day on the due and unpaid amount of the Consideration shall be payable by the Purchaser to the Vendor from the next day after the due date until full payment thereof.
If the Purchaser defaults in payment of the Consideration and such default is not rectified before the expiry of a ninety (90) day period commencing from the due date, and the due and unpaid amount of the Consideration represents one-fifth of the total amount of the Consideration or more, the Vendor may elect to request the Purchaser to make full payment of the Consideration or request to terminate the 2015 Acquisition Agreement within half year from the due date. If the 2015 Acquisition Agreement is terminated, the Purchaser shall pay to the Vendor a sum representing 10% of the Consideration actually paid by the Purchaser as default payment and the Vendor shall refund all the Consideration actually paid by the Purchaser.
If the Purchaser is willing to perform the 2015 Acquisition Agreement, subject to the consent of the Vendor, both parties thereto shall continue to perform the 2015 Acquisition Agreement and a default payment at a rate of 0.04% per day on the due and unpaid amount of the Consideration shall be payable by the Purchaser to the Vendor from the day after the due date until full payment thereof.
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The Consideration shall be adjusted in the following manner:
1. If the deviation percentage (the "Deviation Percentage") between the gross floor area ("Actual Area") as stated in the building ownership certificates of the Property to be issued to the Purchaser and the Agreed Area is within 0.6% (including 0.6%), there will be no adjustment of the Consideration.
2. If the Deviation Percentage is falling within the range of 0.6% (excluding 0.6%) to 3% (including 3%), the Consideration shall be adjusted in the following manner:
If the Actual Area is less than the Agreed Area, the Vendor shall refund to the Purchaser an amount equivalent to "A" calculated as below:

A = ( (Agreed Area - Actual Area) x 100% - 0.6% ) x the Unit Price
Agreed Area
If the Actual Area is greater than the Agreed Area, the Purchaser shall obtain the ownership of the area in excess without any further payment.
3. If the Deviation Percentage is greater than 3% (excluding 3%), the Purchaser shall have right to either terminate the 2015 Acquisition Agreement or proceed further.
In the event that the Purchaser elects to terminate the 2015 Acquisition Agreement, the Purchaser shall serve a written notice to the Vendor to terminate the 2015 Acquisition Agreement and the Vendor shall refund the Consideration actually paid by the Purchaser together with the interests accrued thereon charged at the prevailing lending interest rate promulgated by the People's Bank of China within ten (10) days from the date of receipt of such notice.
In the event that the Purchaser elects to proceed further, the Consideration shall be adjusted in the following manner:
If the Actual Area is less than the Agreed area, the Vendor shall refund to the Purchaser an amount equivalent to "B" calculated as below:
B = (
(Agreed Area - Actual Area)

Agreed Area
x 100% - 0.6% ) x the Unit Price
If the Actual Area is greater than the Agreed Area, the Purchaser shall obtain the ownership of the area in excess without any further payment.
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4. The Percentage Deviation shall be calculated as follows:
Percentage Deviation =
Actual Area - Agreed Area

Agreed Area
x 100%
The Consideration was arrived at after arm's length negotiations between the Purchaser and the Vendor after taking into consideration (i) the reasons for the Acquisition as detailed in the paragraph headed "Reasons for and benefits of the Acquisition" in this announcement; and (ii) the estimate market value of the Property of approximately RMB81,400,000 (equivalent to approximately HK$101,750,000) as at 31 March 2015 based on a valuation report of the Property prepared on a market basis conducted by an independent professional valuer.
The Directors (including the independent non-executive Directors) consider that the terms and conditions of the 2015 Acquisition Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.
The Consideration is intended to be funded by internal resources of the Group.

Delivery of the physical possession of the Property is conditional upon, among others, the passing of the completion inspection of the Property by the relevant PRC regulatory authority.
Delivery of the physical possession of the Property shall take place on or before 31 March
2016 (or such other date as may be agreed by the Purchaser and Vendor in writing). At the time of such delivery, the Vendor shall issue notice of delivery (the "Delivery Notice") to the Purchaser.
If the Vendor f ails to delive r the physical possession of the Property within the aforementioned timeframe, the Purchaser shall have right to terminate the 2015 Acquisition Agreement.
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Within five (5) days from the date of receipt of the Delivery Notice, the Purchaser shall inspect the Property. The Purchaser shall give notice the Vendor on any dispute in relation to the condition of the Property in writing within fifteen (15) days from the date of receipt of the Delivery Notice, otherwise the Purchaser would be deemed to accept the delivery of the physical possession of the Property. The Vendor shall reply in writing and resolve such dispute within thirty (30) days from the date of receipt of such notice, otherwise it would be deemed that the physical possession of the Property has not been delivered to the Purchaser.

Unless otherwise provided in the 2015 Acquisition Agreement, if the Vendor fails to deliver the physical possession of the Property on or before 31 March 2016 (or such other date as may be agreed by the Purchaser and Vendor in writing), it shall be resolved in the following manners:
1. If the delay in the delivery of the physical possession of the Property is not more than ninety (90) days, a default payment at a rate of 0.03% per day charged on the Consideration actually paid by the Purchaser shall be payable by the Vendor to the Purchaser from the day after the deadline to make delivery until the date on which delivery is actually made.
2. If, by reasons of the Vendor's fault, the Purchaser could not obtain or lose the title of the Property or its rights on the Property would be subject to encumbrance, the Purchaser shall have right to terminate the 2015 Acquisition Agreement, and the Vendor shall refund the Consideration actually paid by the Purchaser together with a liquidated damage of RMB100,000 within thirty (30) days from 31 March 2016 (or such other date as may be agreed by the Purchaser and the Vendor). If the Vendor fails to refund such amount by the aforementioned deadline, a default payment at a rate of 0.03% per day charged on the Consideration actually paid by the Purchaser shall be payable by the Vendor to the Purchaser from the day after such deadline until the date on which the Vendor fully refund the Consideration actually paid by the Purchaser.

The Vendor shall register the title of the Property under the name of the Purchaser on or before 30 June 2016 (or such other date as may be agreed by the Purchaser and the Vendor). If, by reasons of the Vendor's faults, the Property cannot be registered under the name of the Purchaser within the aforementioned timeframe, the Purchaser shall have right to terminate the 2015 Acquisition Agreement.
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Unless otherwise provided in the 2015 Acquisition Agreement, if Vendor is in breach of the terms and conditions of the 2015 Acquisition Agreement, the Vendor shall refund the Consideration actually paid and all costs incurred in relation thereto by the Purchaser, together with a liquidated damage in the sum of RMB1,000,000 and an interest at a rate of
0.03% per day charged on the Consideration actually paid by the Purchaser shall be payable by the Vendor to the Purchaser from the date on which such Consideration was made until the date on which such Consideration is repaid in full.

The Company is an investment holding company. The Group is principally engaged in the manufacture and sales of pharmaceutical products; iron mining business; securities and gold trading; and property investments.
The Group has been actively exploring for business opportunities based on the experience and business connections of its management. It is also the business strategy of the Group to diversify into the real estate sector in the PRC. In line with this strategy, the Board considers that the Acquisition enhances the Group's property investment business in the PRC and strengthens the Group's asset base and to broaden the Group's source of income. Having considered the prospects of the property market in the PRC and the PRC economy in general, the Board is confident that the Acquisition will contribute positively to the Group and help the Group to develop sustainably. It will also maximize the future contribution to the Group.
Taking into consideration of the aforesaid, the Directors consider that the terms and conditions of the 2015 Acquisition Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

As the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Aggregated Acquisitions are more than 5% but less than 25%, the Aggregated Acquisitions constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. The Acquisition and the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempted from shareholders' approval requirement under Chapter 14 of the Listing Rules.
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In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
"2014 Acquisition
Agreement"
the acquisition agreement dated 24 June 2014 and entered into between the Purchaser and the Vendor in relation to the acquisition of forty-six (46) units of Kingma Information Logistics Park with a total saleable area of approximately
8,699 square metres
"2015 Acquisition
Agreement"
the acquisition agreement dated 15 May 2015 and entered into between the Purchaser and the Vendor in relation to the
Acquisition
"Acquisition" the acquisition of the Property by the Purchaser from the
Vendor pursuant to the terms and conditions of the 2015
Acquisition Agreement
"Acquisition Agreements" together, the 2014 Acquisition Agreement and the 2015
Acquisition Agreement
"Aggregated Acquisitions" together, the Acquisition and the transactions contemplated under the 2014 Acquisition Agreement
"Board" the board of Directors from time to time
"Business Days" a day (other than a Saturday, Sunday or public holiday) on which licensed bank are generally open for business in the PRC throughout their normal business hours
"Company" Asia Resources Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 899)
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"Consideration" the consideration for the Acquisition, which amounts to RMB65,107,800 (equivalent to approximately HK$81,384,750) initially and is subject to adjustments based on the actual gross floor area of the Property as stated in the building ownership certificates of the Property to be issued to the Purchaser
"Directors" the directors of the Company (including the independent non-executive directors) from time to time
"Group" the Company and its subsidiaries from time to time
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Independent Third Party" a ny person or company and their respective ultimate beneficial owner(s) which, to the best of the Directors' kno wledge, information and belief ha ving made all reasonable enquiries, are third parties independent of the Company and its connected persons (as defined in the Listing Rules)
"Kingma Information
Logistics Park"
a storage, research and development and commercial development, comprising of four 9-storey (excluding a single-storey basement car park) composite buildings with total gross floor area of approximately 69,000 square metres and situated at depot No. 2, 3rd Road and Shenyan Road Intersect, Inner Logistic Park, Yantian Bonded Area, Yantian
District, Shenzhen City, the PRC
"Listing Rules" The Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" the People's Republic of China, which for the purpose of this announcement, shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Property" the property, with a gross floor area of approximately 5,400 square metres, comprises of thirty (30) units of Kingma Information Logistics Park
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"Purchaser" Shengyi Information Consulting (Shenzhen) Co., Ltd.# (�
), a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company
"Shareholders" holders of the issued Shares from time to time
"Share(s)" share(s) of HK$0.25 each in the capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Vendor" ISH Yanbao Logistics (Shenzhen) Co. Ltd.# ($;� J!
) a company established in the PRC
with limited liability
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"RMB" Renminbi, the lawful currency of the PRC "%" per cent.
By order of the Board

Chairman

Hong Kong, 15 May 2015

# The English translations of the Chinese names or words in this announcement, where indicated, are included for identification purpose only, and should not be regarded as the official English translation of such Chinese names or words.

For the purpose of this announcement, unless otherwise indicated, conversions of RMB into HK$ is calculated at the approximate exchange rate of RMB1.00 to HK$1.25. This exchange rate is adopted for the purpose of illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rates at all.

As at the date of this announcement, the Board consists of four executive Directors, Mr. Huang Yilin, Mr. Lin Chengdong, Mr. Chan Shi Yin, Keith and Mr. Mo Tsz Yuk; and three independent non-executive Directors, Mr. Zhang Xianlin, Mr. Kwok Hong Yee, Jesse and Mr. Ho Chun Kit, Gregory.

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