If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer 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, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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)

PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES; PROPOSED REFRESHMENT OF 2011 SHARE OPTION SCHEME MANDATE LIMIT; PROPOSED RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Asia Resources Holdings Limited to be held at Empire Room 1, 1/F, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on Wednesday, 7 September 2016 at 11:00 a.m. at which the above proposals will be considered is set out on pages AGM-1 to AGM-5 of this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and return the relevant form of proxy as instructed as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting to the branch share registrar of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting and at any adjournment thereof if you so wish.

  • For identification purposes only 28 July 2016

    Page

    Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

    A. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

    1. Proposed general mandates to buy back and issue Shares . . . . . . . . 4

    2. Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . 4

    D Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

    E. General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

    F. Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

    G. Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

    H. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

    Appendix I － Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . 13 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1

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

    "Annual General Meeting" the annual general meeting of the Company for the

    year ended 31 March 2016 to be held on 7 September 2016

    "associates" having the meaning as ascribed in the Listing Rules

    "Board" the board of Directors

    "Buy-back Mandate" a general mandate proposed to be granted to the

    Directors at the Annual General Meeting to exercise all the powers of the Company to buy back Shares in the manner as set out in the notice of the Annual General Meeting and in this circular

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

    "Company" Asia Resources Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

    "Directors" the directors of the Company

    "Eligible Participants" full time or part time employees of the Group

    (including any directors, whether executive or non-executive and whether independent or not, of the Company or any subsidiary) and any supplier, consultants, agents and advisers or any person who, in the sole discretion of the Board, has contributed or may contribute to the Group eligible for Options under the 2011 Share Option Scheme

    "Group" the Company and its subsidiaries

    "HK$" Hong Kong dollars, the lawful currency of Hong Kong

    "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

    "Latest Practicable Date" 22 July 2016, being the latest practicable date prior to

    the printing of this circular for ascertaining certain information contained herein

    "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

    "Option(s)" the share option(s) to subscribe for share(s) of the Company granted under the 2011 Share Option Scheme

    "Scheme Mandate Limit" the total number of shares of the Company (being up

    to 10% of shares of the Company in issue at the date of the relevant general meeting) which may be issued upon exercise of all Options to be granted under the 2011 Share Option Scheme as at the date of adoption of the 2011 Share Option Scheme or as refreshed

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

    "Shareholder(s)" holder(s) of issued Shares

    "Share(s)" ordinary shares of HK$0.25 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

    "Share Issue Mandate" a general mandate proposed to be granted to the

    Directors to exercise all the powers of the Company to allot, issue and deal with the Shares in the manner as set out in the notice of the Annual General Meeting and in this circular

    "Stock Exchange" The Stock Exchange of Hong Kong Limited

    "Substantial Shareholders" having the meaning ascribed in the Listing Rules "Takeovers Code" the Hong Kong Code on Takeovers and Mergers

    "2002 Share Option Scheme" the share option scheme adopted by the Company on

    14 January 2002 and terminated on 9 August 2011

    "2011 Share Option Scheme" the share option scheme adopted by the Company on

    9 August 2011

    Asia Resources Holdings Limited published this content on 27 July 2016 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 27 July 2016 10:41:05 UTC.

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