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

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(incorporated in Bermuda with limited liability)

The Board is pleased to announce that on 28 February 2017 (after trading hours of the Stock Exchange), the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the 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 RMB220,000,000 (equivalent to approximately HK$253,000,000) (subject to adjustments).

As the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders' approval requirement under Chapter 14 of the Listing Rules.

The Board is pleased to announce that on 28 February 2017 (after trading hours of the Stock Exchange), the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the 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 RMB220,000,000 (equivalent to approximately HK$253,000,000) (subject to adjustments).

The principal terms of the Acquisition Agreement are summarized below.

Shenzhen Weisidun Investment Development Company Limited# (深圳威斯頓投資發展有限公司), an indirect wholly-owned subsidiary of the Company

(2) Vendor: Beijing Zhongtou Chuangzhan Land Company Limited# (北京中投創展置業有限公司)

The Vendor is a company established in the PRC and is principally engaged in real estate development, investment management, property management, hotel management, organization of exhibitions and conventions. 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 Acquisition Agreement, the Purchaser has agreed to purchase and the Vendor has agreed to sell the Property.

The Property comprises of (a) office premises (the "Office Premises") with a gross floor area of 8,335 square metres and (b) underground car park (the "Car Park") with a gross floor area of 3,100 square metres located in the Phrase III of the Beijing Convention and Exhibition International Port (Exhibition Centre Ancillary Facilities) Project# (北京會展國際港展館配 套設施項目第三期) (the "Project"). The Purchaser shall have preferential right to choose the exact unit(s) of the Office Premises and the Car Park.

The Project is situated at Tianzhu Airport Commercial Area, Shunyi District, Beijing# (北京 順義區天竺空港商務區) and will mainly comprise of office premises and hotel with gross floor area of 62,801 square metres. As advised by the Vendor, the construction of the Project has not yet commenced and the expected completion date is in or around 31 December 2018.

According to a Land Use Rights Transfer Agreement known as Jing De Chu [He] Zi (2010) No. 0324# (京地出[合]字(2010)第0324號) dated 22 October 2010 (as supplemented by a supplemental agreement dated 22 October 2010) and entered into between the Vendor and Beijing Municipal Bureau of Land and Resources, the land use rights of the land on which the Project will be erected thereon, comprising a gross floor area of approximately 114,236 square metres, have been granted to the Vendor for a term of 40 years for commercial use ending on 21 October 2050 and 50 years for composite use ending on 21 October 2060.

As at 24 February 2017, the Property was valued by an independent professional valuer at approximately RMB231,500,000 (equivalent to approximately HK$266,225,000) on a market value basis assuming it is completed as at 24 February 2017.

Subject to the Termination Right (as defined below), the initial Consideration for the Acquisition is RMB220,000,000 (equivalent to approximately HK$253,000,000) (subject to adjustments) and shall be payable by the Purchaser in the following manner:

1. as to RMB50,000,000 (equivalent to HK$57,500,000) as refundable deposit to be payable within thirty (30) days from the date of the Acquisition Agreement (the "Deposit");

2. as to RMB100,000,000 (equivalent to approximately HK$115,000,000) to be payable within sixty (60) days from the date of the Acquisition Agreement;

3. as to RMB50,000,000 (equivalent to approximately HK$57,500,000) to be payable within ninety (90) days from the date of the Acquisition Agreement; and

4. the remaining balance of RMB20,000,000 (equivalent to approximately HK$23,000,000) to be payable upon the pre-sale agreement between the Vendor and the Purchaser in relation to the sale and purchase of the Property having been entered into and the building owner certificate of the Property having been obtained by the Purchaser (the "Remaining Balance").

Notwithstanding any other provisions in the Acquisition Agreement, the Vendor and the Purchaser agreed that, the Purchaser shall, during the three-month period commencing from the date of the Acquisition Agreement, have right to determinate whether (a) to proceed further to the Acquisition; or (b) at its absolute discretion to terminate the Acquisition Agreement by serving a termination notice to the Vendor without incurring any liabilities to the Vendor (the "Termination Right"). In the event that the Purchaser exercises the Termination Right, the Vendor shall, within thirty days from the date of receipt of the termination notice, refund the Consideration (without interest) actually paid by the Purchaser

to the Vendor and the Acquisition Agreement shall be terminated on the date on which the Consideration (without interest) actually paid by the Purchaser to the Vendor is refunded in full.

The Consideration shall be adjusted in the following manner:

1. If, due to the indivisible of the office premises of the Project in issuing building ownership certificate, the gross floor area of the Office Premises as stated in the building ownership certificate exceeds 8,335 square metres, the Consideration shall be adjusted upward (the "Upward Adjustment") in the following manner:

   Consideration =

   the gross floor area of the Office Premises

   as stated x

   in the building ownership certificate

   actual pre-sale price of the office premises

   of the Project per square metre

   Provided that the Upward Adjustment shall not exceed 3% of the initial Consideration (i.e. RMB6,600,000 (equivalent to approximately HK$7,590,000)), and the maximum Consideration shall not exceed RMB226,600,000 (equivalent to approximately HK$260,590,000).

2. In the event that the filing price per square metre of the Office Premises to the relevant price department is lower than RMB24,000 (equivalent to approximately HK$27,600), the Consideration shall be adjusted downward (the "Downward Adjustment") and the Vendor shall, within five (5) days from the date of obtaining the pre-sale approval of the Project, refund to the Purchaser an amount equivalent to "A" calculated as below:

   A = ( RMB24,000 -

   )

   filing price per square meter of

   the Office Premises

   x 8,335

3. For the avoidance of doubt, in the event that the filing price per each square meter of the Office Premises to the relevant price department is higher than RMB24,000 (equivalent to approximately HK$27,600), there will be no adjustment on the Consideration.