Asia Resources : DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSAL OF 60% EQUITY INTEREST IN AND SALE LOAN OWED BY SHENZHEN PENGHONGSHENG INDUSTRIAL DEVELOPMENT COMPANY LIMITED

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 27 April 2017 (after trading hours of the Stock Exchange), the Vendor, being an indirect wholly-owned subsidiary of the Company, entered into the Disposal Agreement with the Purchaser in relation to the Disposal, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase 60% equity interest in the Target Company and the Vendor has agreed to sell and to procure certain members of the Group to sell and the Purchaser has agreed to purchase the Sale Loan owed by the Target Company for the Disposal Consideration of RMB240,000,000 (equivalent to approximately HK$271,200,000).

Completion shall take place on the date falling the ninetieth (90th) day from the date of the Disposal Agreement (or such other date as may be agreed between the Vendor and the Purchaser). After Completion, the Group will hold 40% equity interest in the Target Company and the Target Company will cease to be a subsidiary of the Company.

* For identification purposes only

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

On 27 April 2017 (after trading hours of the Stock Exchange), the Vendor, being an indirect wholly-owned subsidiary of the Company, entered into the Disposal Agreement with the Purchaser in relation to the Disposal, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase 60% equity interest in the Target Company and the Vendor has agreed to sell and to procure certain members of the Group to sell and the Purchaser has agreed to purchase the Sale Loan owed by the Target Company for the Disposal Consideration of RMB240,000,000 (equivalent to approximately HK$271,200,000).

The principal terms of the Disposal Agreement are summarized below.

Company Limited# (鴻源信息咨詢（深圳）有限公司), an indirect wholly-owned subsidiary of the Company

(2) Purchaser : Shenzhen Shi Anye Chuangzhan Investment Development Company Limited# (深圳市安業創展投資 發展有限公司)

The Purchaser is a company established in the PRC and is principally engaged in the investment in industrial enterprises, investment planning and domestic trade. Save that the legal representative of the Purchaser is also the legal representative of Shenzhen Kingma Holding Group Company Limited# (深圳市金馬控股集團有限公司), being the seller in the agreements dated 9 February 2015 and 31 July 2015 respectively in relation to the acquisition of 15% and 20% equity interest in Shenzhen Zhaosheng Anye Investment Development Company Limited# (深圳招商安業投資發展有限公司) ("Shenzhen Zhaosheng") by the Target Company (details of which are disclosed in the announcements of the Company dated

9 February 2015, 10 February 2015 and 31 July 2015 respectively), to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Purchaser and its ultimate beneficial owner(s) is an Independent Third Party.

Pursuant to the Disposal Agreement, the Vendor agreed to sell and the Purchaser agreed to purchase 60% equity interest in the Target Company and the Vendor agreed to sell and procure certain members of the Group to sell and the Purchaser agreed to purchase the Sale Loan owed by the Target Company.

As at the date of this announcement, the registered capital of the Target Company amounts to RMB1,000,000 (equivalent to approximately HK$1,130,000) which has been fully paid-up.

As at the date of this announcement, the Sale Loan amount to RMB234,390,000 (equivalent to approximately HK$264,860,700). As at the date of this announcement and apart from the Sale Loan, a loan in the sum of RMB156,260,000 (equivalent to approximately HK$176,573,800) is also owed by the Target Company to the Vendor and certain members of the Group (the "Outstanding Loan").

The Disposal Consideration is RMB240,000,000 (equivalent to approximately HK$271,200,000) and shall be paid by the Purchaser in the following manner:

1. as to RMB80,000,000 (equivalent to approximately HK$90,400,000) shall be payable by the Purchaser to the Vendor within thirty (30) days from the date of the Disposal Agreement; and

2. the remaining balance of RMB160,000,000 (equivalent to approximately HK$180,800,000) shall be payable by the Purchaser to the Vendor within ninety (90) days from the date of the Disposal Agreement.

The Purchaser irrevocably and unconditionally undertakes to the Vendor that if the Purchaser fails to pay the Consideration in accordance with the terms and conditions of the Disposal Agreement, the Vendor is entitled to request and the Purchaser shall unconditionally unwind the transactions under the Disposal Agreement (including the sale and purchase of 60% equity interest in the Target Company and the Sale Loan) and bring the relevant parties back to the position which they were in before the entering into of the Disposal Agreement.

The Disposal Consideration was arrived at after arm's length negotiations between the parties to the Disposal Agreement after taking into consideration of various factors, including (i) the reasons for the Disposal as discussed in the paragraph headed "Reasons for the Disposal and Use of Proceeds" in this announcement; (ii) the current financial position of the Target Company; and (iii) the Sale Loan in the amount of RMB234,390,000 (equivalent to approximately HK$264,860,700);

The Directors consider that the terms and conditions of the Disposal Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

Completion shall take place on the date falling the ninetieth (90th) day from the date of the Disposal Agreement (or such other date as may be agreed between the Vendor and the Purchaser). After Completion, the Group will hold 40% equity interest in the Target Company and the Target Company will cease to be a subsidiary of the Company.

If completion does not take place on the date falling the ninetieth (90th) day from the date of the Disposal Agreement (or such other date as may be agreed between the Vendor and the Purchaser), the Disposal Agreement shall be terminated and the transactions under the Disposal Agreement (including the sale and purchase of 60% equity interest in the Target Company and the Sale Loan) shall be unwound and the relevant parties shall be brought back to the position which they were in before the entering into of the Disposal Agreement.

Pursuant to the terms and conditions of the Disposal Agreement, the Purchaser further guarantees the due and punctual performance and discharge of all the obligations of the Target Company owed to the Group under the Outstanding Loan.

As at the date of this announcement, the equity interest in the Target Company is wholly owned by the Vendor. The Target Company is principally engaged in investment holding. As at the date of this announcement, the principal investment of the Target Company is 35% equity interest in Shenzhen Zhaosheng. Shenzhen Zhaosheng is a company with limited liability established under the laws of the PRC on 1 June 2007 with registered capital of RMB10,000,000 (equivalent to approximately HK$11,300,000) and principally engaged in two property redevelopment projects in Shenzhen, the PRC as at the date of this