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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Asia Resources Holdings Limited (the "Company"), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

(incorporated in Bermuda with limited liability)

(Stock Code: 899)

  1. MAJOR DISPOSAL IN RELATION TO THE DISPOSAL OF 40% EQUITY INTEREST IN AND SALE LOAN OWED BY SHENZHEN PENGHONGSHENG INDUSTRIAL DEVELOPMENT COMPANY LIMITED#
  2. NOTICE OF SPECIAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 4 to 14 of this circular.

A notice convening the special general meeting of the Company (the "SGM") to be held at Empire Room 1, 1/F, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong, on Thursday, 21 September 2017 at 11:00 a.m. (or immediately after the conclusion of the annual general meeting of the Company to be held at 10:30 a.m. on the same day and at the same place) is set out on pages 50 to 51 of this circular.

A form of proxy for the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event no later than Tuesday, 19 September 2017 at 11:00 a.m. (Hong Kong Time) or not less than 48 hours before the time appointed for holding the meeting. Completion and delivery of a form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person should you so wish.

This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the ''Latest Listed Company Information'' page for at least 7 days from the date of its posting and the Company's website at www.asiaresources899.com.

* For identification purposes only 5 September 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Financial information of the Group 15 Appendix II - Valuation Report 21 Appendix III - General Information 42 Notice of SGM 50

- i -

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Announcements" the announcement of the Company dated 6 June 2017

and 28 August 2017 respectively relating to, amongst other things, the Disposal Agreement and the transactions contemplated thereunder

"April Announcement" the announcement of the Company dated 27 April

2017 in relation to the April Disposal Agreement and the transactions contemplated thereunder

"April Disposal Agreement" the disposal agreement dated 27 April 2017 and entered

into between the Vendor and the Purchaser in relation to the disposal of 60% equity interest in the Target Company and the sale loan in the amount of RMB234,390,000 (equivalent to approximately HK$264,860,700) for the consideration of RMB240,000,000 (equivalent to approximately HK$271,200,000)

"associate(s)" has the meaning ascribed thereto in the Listing Rules

"Board" the board of Directors from time to time

"Business Day" a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

"Bye-laws" the existing bye-laws of the Company

"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)

"Completion" completion of the Disposal in accordance with the terms and conditions of the Disposal Agreement

"Directors" the directors of the Company (including the independent non-executive directors) from time to time

"Disposal" the proposed disposal of 40% equity interest in the Target Company and the Sale Loan under the Disposal Agreement

"Disposal Agreement" the disposal agreement dated 6 June 2017 (as

amended and supplemented by a supplemental agreement dated 28 August 2017) and entered into between the Vendor and the Purchaser in relation to the Disposal

- 1 -

"Disposal Consideration" the consideration of RMB160,000,000 (equivalent to

approximately HK$180,800,000) for the Disposal

"Group" the Company and its subsidiaries from time to time

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Independent Third Party" any person or company and their respective ultimate

beneficial owner(s) which, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons (as defined in the Listing Rules)

"Latest Practicable Date" 1 September 2017, being the latest practicable date for

ascertaining certain information for inclusion in this circular

"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, Macao Special Administrative Region of the PRC and Taiwan

"PRC GAAP" the general accepted accounting principles of the PRC

"Purchaser" Shenzhen Shi Anye Chuangzhan Investment Development Company Limited# (深圳市安業創展投 資發展有限公司) being a company established in the PRC with limited liability

"Sale Loan" RMB156,260,000 (equivalent to approximately HK$176,573,800), being 100% of the amounts owed by the Target Company to the Vendor and certain members of the Group as at the date of the Disposal Agreement

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Shenzhen Zhaosheng Anye" Shenzhen Zhaosheng Anye Investment Development

Company Limited# (深圳招商安業投資發展有限公司) being a company established in the PRC with limited liability

- 2 -

Asia Resources Holdings Limited published this content on 05 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 September 2017 09:52:11 UTC.

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