Asia Resources : MAJOR AND CONNECTED TRANSACTION – ACQUISITION OF PROPERTIES

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(incorporated in Bermuda with limited liability)

The board is pleased to announce that on 12 October 2017 (after trading hours), the Purchaser, being a wholly owned subsidiary of the Company, and the Vendor entered into the Sale and Purchase Agreement, pursuant to which, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Properties at the Consideration of RMB625,000,000.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Vendor is beneficially wholly owned by Mr. Li Yuguo, who is a substantial Shareholder holding approximately 15.76% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive director of the Company. Accordingly, the Vendor is an associate of Mr. Li Yuguo and hence a connected person of the Company under Chapter 14A of the Listing Rules and the Acquisition constitute a connected transaction, and is subject to the reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the Acquisition is more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company, and is subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

* For identification purpose only

An Independent Board Committee comprising the independent non-executive Directors has been formed to advise the Independent Shareholders on whether the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote in respect of the resolutions to be proposed at the SGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, (i) further details of the Acquisition, (ii) the financial information of the Group, (iii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Acquisition; (iv) a letter of advice from the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; (v) the valuation report of the Properties; and (vi) a notice convening the SGM is expected to be despatched to the Shareholders on or before 2 November 2017.

The Vendor and the Purchaser entered into the Sale and Purchase Agreement on 12 October 2017 (after trading hours), pursuant to which, the Vendor has conditionally agreed to sell, and the Purchaser, being a wholly owned subsidiary of the Company, has conditionally agreed to acquire, the Properties at a total consideration of RMB625,000,000.

Purchaser Asiaciti Investment Limited, a company incorporated in Hong Kong with limited liability

Vendor 遼寧京豐置業有限公司, a company incorporated in the PRC with limited liability

The Purchaser is an indirect wholly-owned subsidiary of the Company.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Vendor is beneficially wholly-owned by Mr. Li Yuguo, who is a substantial shareholder holding approximately 15.76% of the issued share capital of the Company as at the date of this announcement, the chairman and an executive director the Company. Accordingly, the Vendor is an associate (as defined in the Listing Rules) of Mr. Li Yuguo and hence a connected person of the Company under Chapter 14A of the Listing Rules.

Pursuant to the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Properties.

The Properties comprise Floors 7 to 35 of Building T3 situated at 46 Nanjing North Street, Heping District, Shenyang City, Liaoning Province, PRC. The gross floor area of the Properties is approximately 34,754.58 square metres ("Agreed Area"), while the gross floor area of office is approximately 30,480.96 square metres.

It is currently intended that upon the completion of the construction of the Properties, the Properties will be leased out as office by the Group.

The Consideration shall be RMB625,000,000 being RMB20,500 per square meter multiplied by Agreed Area for office use.

The Consideration shall be payable by the Purchaser to the Vendor in the following manner:

1. as to 5% of the Consideration to be payable within 10 days upon the signing of the Sale and Purchase Agreement;

2. as to 10% of the Consideration to be payable within 10 days upon the Independent Shareholders' having approved by way of ordinary resolution(s) the Sale and Purchaser Agreement and the transactions contemplated thereunder at the SGM;

3. as to 65% of the Consideration to be payable within 10 days after 80% of the total investment amount having been invested to the Purchaser's satisfaction (the Vendor has to provide the related financial information and all of the supporting documents to the Purchaser);

4. as to 10% of the Consideration to be payable within 10 days after 90% of the total investment amount having been invested to the Purchaser's satisfaction (the Vendor has to provide the related financial information and all of the supporting documents to the Purchaser);

5. as to 10% of the Consideration to be payable within 10 days of date of completion of the Acquisition in accordance with the Sale and Purchase Agreement.

In the event that the area shown in building ownership certificate differs from the Agreed Area for office use, (a) the area shown in building ownership registration certificate shall prevail; (b) both Vendor and Purchaser have agreed that, after delivery of the Properties:

1. both parties shall not be liable to make any compensation if the absolute value of the percentage deviation of the area is 0.6% or below:

2. both parties shall refund the excess amount or make additional payment (as the case may be) based on the unit price as stipulated in the Sale and Purchase Agreement if the absolute value of the percentage deviation of the area is greater than 0.6% and equal to or below 1%;