Asia Resources : PLACING OF NEW SHARES UNDER GENERAL 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.

(incorporated in Bermuda with limited liability)

On 6 May 2015 (after trading hours of the Stock Exchange), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to
340,000,000 Placing Shares at the Placing Price of HK$0.42 per Placing Share to, as currently expected, not less than six Placees who and whose beneficial owners shall be Independent Third Parties. The Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 26 August 2014.
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares under the Placing represent (i) 12.23% of the existing issued share capital of the Company of 2,779,390,000 Shares as at the date of this announcement; and (ii) approximately 10.90% of the then issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$85,000,000.

* For identification purposes only

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It is expected that the maximum gross proceeds and net proceeds from the Placing will be approximately HK$142.8 million and HK$141 million respectively. The net proceeds from the Placing are intended to be used for property investment business of the Group and general working capital of the Group

6 May 2015

The Company

Kingston Securities Limited
The Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 340,000,000 Placing Shares to independent Placees. The terms of the Placing Agreement were arrived at after arm's length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market condition. The Directors are of the view that the terms of the Placing Agreement are fair and reasonable based on current market conditions.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its associates are Independent Third Parties. As at the date of this announcement, the Placing Agent and its associates were not interested in any Share.

The Placing Agent will, on a best effort basis, place the Placing Shares to, as currently expected, not fewer than six Placees (who are independent professional, institutional or other investors), who and whose ultimate beneficial owner(s) are Independent Third Parties. It is not expected that any Placee will become a substantial Shareholder (as defined under the Listing Rules) immediately after completion of the Placing. If any of the Placees becomes a
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substantial Shareholder (as defined under the Listing Rules) immediately after the completion of the Placing, a further announcement will be made by the Company.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of
340,000,000 Placing Shares under the Placing represent (i) 12.23% of the existing issued share capital of the Company of 2,779,390,000 Shares as at the date of this announcement; and (ii) approximately 10.90% of the then issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$85,000,000.

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the
Shares in issue on the date of allotment and issue of the Placing Shares.

The Placing Price is HK$0.42 per Placing Share. In line with the market practice, the Company will bear all costs and expenses of the Placing. Based on the estimated expenses for the Placing, the net Placing Price is approximately HK$0.415 per Placing Share.
The Placing Price of HK$0.42 per Placing Share represents:
(i) a discount of approximately 16% to the closing price of HK$0.50 as quoted on the Stock
Exchange on 6 May 2015, being the date of the Placing Agreement; and
(ii) a discount of approximately 8.50% to the average closing prices of approximately HK$0.459 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of the Placing Agreement.
The Placing Price of the Placing was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Placing is in the interests of the Company and the Shareholders as a whole.
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The Placing Shares will be issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit up to 20% of the then issued share capital of the Company as at the date of the AGM. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders. Under the General Mandate, the Company is authorized to issue up to
344,572,571 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. The maximum of 340,000,000 Placing Shares to be allotted and issued will utilize 98.67% of the General Mandate.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

Completion of the Placing Agreement is conditional upon:
(i) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment and/or despatch of certificates for the Placing Shares) the listing of, and permission to deal in, the Placing Shares under the Placing; and
(ii) t h e obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure events.

Completion of the Placing, in any event, will take place within 4 business days after the fulfillment of the conditions as set out in paragraph headed "Conditions of the Placing Agreement" above or such other date to be agreed between the Company and the Placing Agent in writing (the "Completion Date"). If the above conditions are not satisfied and/or waived (other than condition (i) above, which cannot be waived) in whole or in part by the Placing Agent on or before 5:00 p.m. on 20 May 2015 or such later date to be agreed between the Company and the Placing Agent in writing, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties under the Placing Agreement will forthwith cease and determine and no party will have any claim against the others (save for any antecedent breaches thereof).
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The Placing Agent may terminate the Placing Agreement by notice in writing prior to
9:00 a.m. on the Completion Date, if in the reasonable opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:
(a) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances (inclusive of any pandemics or epidemics) which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the placing of the Placing Shares to potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or
(c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the placing of the Placing Shares to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.
If, at or prior to 9:00 a.m. on the Completion Date;
(a) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or
(b) any suspension in the trading of the Shares on the Stock Exchange for more than ten consecutive trading days save for the purposes of clearing of the announcement relating to the Placing Agreement; or
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(c) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate, if repeated, the Placing Agent shall, in its reasonable opinion, determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing,
the Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.
Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent under the Placing Agreement shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the Placing Agreement, save for any antecedent breaches.
The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

The Group is principally engaged in the manufacture and sales of pharmaceutical products, iron mining business, securities and gold trading and property investments.
The maximum gross proceeds and net proceeds from the Placing will be approximately HK$142.8 million and HK$141 million respectively. The net proceeds from the Placing are intended to be used for property investment business of the Group and general working capital of the Group
The Directors have considered various ways of raising funds and believe that the Placing represents an opportunity to raise capital for the Group while broadening its Shareholder and capital base. It also signifies the confidence of the Placees in the potential of the Company and demonstrates their willingness to support the Company. Accordingly, the Directors are of the view that the Placing is in the best interest of the Company and its Shareholders as a whole.
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During the past 12 months immediately preceding the date of this announcement, the
Company has conducted the following equity fund raising activity:

11 July 2014,
3 September
2014,
15 October 2014,
22 October 2014,
29 October 2014
Placing of
convertible notes
approximately
HK$599,600,000
(i) as to
approximately
HK$450,000,000
for potential future investments,
including real
estate projects; and
(ii) the remaining
amount for general working capital,
capital and
investments in any potential business opportunity, if any
(i) approximately
HK$280,000,000 were used for
investments in real estate project; and
(ii) approximately
HK$213,600,000 were used for
general working capital; and
(iii)approximately
HK$106,000,000 will be used for
general working capital, capital
and investments in any potential
business
opportunity,
including real
estate projects)
Save as disclosed above, the Company has not conducted any equity fund raising activities during the past twelve months immediately preceding the date of this announcement.
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The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Placing is set out as below:

Approximate

percentage of the total

Approximate

percentage of the total

No. of shares held directly or indirectly

issued share capital of the Company %

No. of shares held directly or indirectly

issued share capital of the Company %

Huang Yilin 57,800,000 2.08 57,800,000 1.85
Chan Shi Yin, Keith 1,200,000 0.04 1,200,000 0.04

Zhang Sheng Qiang (Note 1) 282,920,000 10.18 282,920,000 9.07
Huang Yong 296,400,000 10.66 296,400,000 9.50

The Placees - - 340,000,000 10.90
Other public Shareholders 2,141,070,000 77.04 2,141,070,000 68.64
Total 2,779,390,000 100.00 3,119,390,000 100.00

Note:

1. Such Shares are registered in the name of Asia Property Finance Investment Limited, being a company wholly-owned by Mr. Zhan Sheng Qiang.

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The Placing Shares will be issued under the General Mandate and therefore the Placing will not be subject to any Shareholders' approval. Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below:
"AGM" the annual general meeting of the Company held on 26
August 2014
"Board" the board of Directors
"Business Day" a day (other than a Saturday, Sunday, public holiday, or days on which a typhoon signal No. 8 or black rainstorm signal is hoisted or remains hoisted in Hong Kong between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon) on which banks are generally open for business in Hong Kong;
"Company" Asia Resources Holdings Limited, a company incorporated in Bermuda with limited liability and the securities of which are listed on the Stock Exchange
"connected person(s)" the meaning ascribed thereto in the Listing Rules
"Director(s)" the director(s) of the board of the Company
"General Mandate" the mandate granted to the Directors by the Shareholders at the AGM to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of the AGM
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"Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the People's
Republic of China
"Independent Third
Party(ies)"
third party(ies) independent of, not connected or acting in concert (as defined in the Hong Kong Code on Takeovers and Mer gers) with an y directors, chief e x ecutiv e or substantial shareholder(s) of the Compan y o r its subsidiaries and their respective associates (as defined
under as defined under the Listing Rules)
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Placee(s)" any professional, institutional or other investor(s) or any of their respective subsidiaries or associates procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent's obligations under the Placing Agreement
"Placing" the placing of up to 340,000,000 Placing Shares on a best effort basis pursuant to the terms of the Placing Agreement
"Placing Agent" Kingston Securities Limited, a licensed corporation to carry on business in type 1 r e gulated activity (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Placing Agreement" the conditional placing agreement entered into between the Company and the Placing Agent dated 6 May 2015 in relation to the Placing
"Placing Price" HK$0.42 per Placing Share
"Placing Share(s)" up to 340,000,000 new Shares to be placed pursuant to the
Placing Agreement
"Shareholder(s)" holder(s) of the Share(s)
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"Share(s)" ordinary share(s) of HK$0.25 each in the issued share capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
By order of the Board

Chairman

Hong Kong, 6 May 2015

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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