Half Yearly Report

29 September 2015

Resource Holding Management Limited

("RHM", "the Company" or "the Group")

Unaudited Financial Results for the Six Months Ended 30 June 2015

RHM (AIM: RHM) is pleased to announce its unaudited results for the six months ended 30 June 2015. RHM is an investing company that has an investment in PUC Founder (MSC) Berhad ("PUCF"), which is the holding company for a group of companies that are predominantly involved in advertising, media brokerage and consultancy, fingerprint verification products, information technology solutions, the provision of electronic publishing systems, renewable energy and financial services. PUCF's shares are listed on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities"). The financial results of PUCF have been included on a consolidated basis within the financial information below.

PERIOD HIGHLIGHTS:

· Revenue decreased by 43.6% to RM15.9 million (2014 H1: RM28.3 million)

· Gross profit deteriorated by 40.6% to RM7.4 million (2014 H1: RM12.5 million)

· Gross margin increased to 46.4% (2014 H1:44.1%)

· Profit before tax of RM 3.2 million (2014 H1: RM 8.1 million loss before taxation) which includes a gain of RM2.50 million on the sale of PUCF warrants and shares

· Earnings per share of 5.20 sen per share (2014 H1: loss of 21.0 sen per share)

· Cash and cash equivalents balances available for use at 30 June 2015 stood at RM33.5 million (FY 2014: RM23.2 million and 2014 H1:RM3.4 million)

· Net assets (Shareholders' equity and non-controlling interest) increased by 18% to RM 151.7 million (31 December 2014: RM 128.4 million and 30 June 2014: RM 100.5 million)

· PUCF commenced initial activities in Malaysia's renewable energy sector

POST-PERIOD EVENTS:

· Post-period end, an RHM subsidiary has provided PUCF with a binding irrevocable undertaking to subscribe for RM 40 million in a proposed rights issue for irredeemable convertible unsecured loan stock

· Proposed diversification of PUCF's existing business and its subsidiaries, to include the provision of energy utility services

· RHM entering into the irrevocable undertaking to participate in the proposed PUCF rights issue is classified as a reverse takeover under the AIM Rules

· The Company's ordinary shares were suspended from trading on AIM, pending the publication of an AIM admission document and a notice of general meeting, or an announcement regarding the proposed PUCF rights issue not proceeding

CHAIRMAN'S STATEMENT

The first half of 2015 has seen a decrease in turnover by 44% compared to the same period in 2014, primarily due to lower revenue contribution from PUCF's biometric division and its advertising and media divisions. In addition, PUCF's financial performance was also affected by global economic uncertainties, the depreciation of the Malaysian Ringgit, political factors and government policies.

During the period under review, MaxGreen Energy Sdn. Bhd. ("MESB"), a wholly-owned subsidiary of PUCF entered into a renewable energy power purchase agreement ("REPPA") with Tenaga Nasional Berhad ("TNB"), under which MESB is to supply and deliver solar photovoltaic ("PV") renewable energy to TNB for a Feed-in Tariff ("FiT") concession period of 21 years. The Board believes that the REPPA demonstrates the diversification of the existing business of PUCF and its subsidiaries to include the provision of energy utility services.

PUCF will seek to contribute towards the building of Malaysia's renewable energy capacity. The Malaysian National Renewable Energy Policy for solar power contains a target for the contribution of at least 220 megawatts from solar sources to the total capacity mix. In aid of this, the Malaysian authorities have implemented a regulatory framework for the FiT mechanism, which allows locally produced electricity to be sold to power utilities at a fixed premium for a specific period. This, in turn, is designed to allow renewable energy generation as a fraction of overall power generation to expand over time. (Source: Economic Transformation Programme Annual Report 2013).

In view of the positive outlook and prospects of the renewable energy sector, as well as the intention of PUCF and its subsidiaries to seek to establish a solar photovoltaic plant in the nearer-term future, we believe that PUCF is well positioned to contribute to the sustainability of the environment and to enhance its shareholders' value.

Over March and May 2015, the Company sold a total of 92,800,000 shares in PUCF on Bursa Securities' ACE Market. The net proceeds of these PUCF share sales for RHM were approximately RM 13 million. In June 2015, RHM announced the sale of a further 50,000,000 shares in PUCF for total net cash proceeds of approximately RM 6.5 million. During the six months ended 30 June 2015, the Group also sold part of its holding of warrants to subscribe for new PUCF shares. The Group currently holds 443,168,402 ordinary shares in PUCF, which represents 41.58% of PUCF's issued share capital, and 36,215,840 warrants to subscribe for new PUCF shares.

Since 5 May 2015, the Company has been classified as an investing company as defined by the AIM Rules for Companies, due to the Group's holding in PUCF being reduced to below 50% of the voting rights in PUCF, as a result of part of the PUCF share sales referred to above. Prior to 6 May 2015, an investing policy had been approved by shareholders at a general meeting of the Company held on 30 April 2015.

The Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules for Companies or otherwise implement its investing policy to the satisfaction of the London Stock Exchange on or before the date falling twelve months from 5 May 2015.

POST-PERIOD EVENTS

On 4 August 2015, PUCF announced its intention to raise up to RM 127.6 million through a renounceable rights issue to existing shareholders of PUCF (the "Proposed PUCF Rights Issue"). The Proposed PUCF Rights Issue is expected to be effected by PUCF through the issuance of three year, 4% irredeemable convertible unsecured loan stock ("Rights ICULS") at 100% of the nominal value of RM 0.05 each, on the basis of two RM 0.05 nominal value of the Rights ICULS for every one existing PUCF share held by the entitled shareholders of PUCF on an entitlement date that is to be determined, together with up to 318,974,750 free new detachable warrants ("Warrant(s) B") on the basis of one Warrant-B for every eight Rights ICULS subscribed. It is anticipated that the Rights ICULS and the Warrants-B will be traded on the ACE Market of Bursa Securities.

The Proposed PUCF Rights Issue is subject to a minimum level of funds being raised by PUCF of RM 40 million (the "Minimum Fundraise"). Pursuant to the Minimum Fundraise, the Company's wholly owned subsidiary, RedHot Media International Limited ("RMIL") has provided PUCF with a binding irrevocable undertaking to subscribe for RM 40 million (the "Irrevocable Undertaking"). RMIL has reserved its right to subscribe, sell, trade, or renounce the remaining number of its Rights ICULS entitlement. In the event that RMIL fails to fulfil its obligations under the Irrevocable Undertaking and the Minimum Fundraise is not achieved, then PUCF will not proceed with the implementation of the Proposed PUCF Rights Issue.

The Proposed PUCF Rights Issue is subject to, inter alia, regulatory approvals in Malaysia, both from Bursa Securities and the Securities Commission, and approval by shareholders of PUCF.

In order to finance the commitment pursuant to the Irrevocable Undertaking, RMIL has agreed to a letter of offer for a conditional margin trading facility of RM 40 million with a Malaysia-based financial institution (the "Facility"). The availability of the Facility to RMIL is conditional on, amongst other things, the completion of all required documentation and the deposit of the agreed collateral.

Within its announcement of 4 August 2015, PUCF proposed for its existing business and its subsidiaries to be diversified, to include the provision of energy utility services. The net funds raised under the Proposed PUCF Rights Issue are intended be used for the capital expenditure associated with the construction of solar photovoltaic plants and for working capital purposes. PUCF's announcement of 4 August 2015 states, inter alia, that the management of PUCF believes that the renewable energy business will not only bring positive growth but at the same time offer long term recurrent income streams to the PUCF group during the concession periods. PUCF's announcement of 4 August 2015 also states that, upon the completion of the proposed diversification, the PUCF group's existing business (as described above) would remain and continue as the core business of the PUCF group, while the provision of energy utility services is expected to become one of the PUCF group's future core businesses.

By reason of the size of the Irrevocable Undertaking in relation to RHM, the entering into of the Irrevocable Undertaking by RMIL is classified as a reverse takeover under the AIM Rules for Companies. The AIM Rules for Companies require that completion of RMIL's participation in the Proposed PUCF Rights Issue is, amongst other things, conditional upon and subject to the approval of the Company's shareholders, which will be sought at a general meeting of the Company, and on the publication of an AIM admission document, which will be posted to the Company's shareholders as soon as it is available.

Trading in RHM's shares on AIM will remain suspended pending the publication of the AIM admission document and the notice of general meeting seeking shareholder approval, or an announcement is made that the Proposed PUCF Rights Issue is not proceeding.

On 11 September 2015, PUCF announced that it had submitted an application to Bursa Securities to seek an extension of up to 2 January 2016 for the submission to Bursa Securities of the relevant documents, being the listing application and the draft circular in relation to PUCF's proposed rights issue and the proposed diversification of PUCF's business. On 29 September 2015 PUCF announced that Bursa Securities had approved this extension.

OUTLOOK

We are optimistic about the forthcoming financial year and will aim to enhance shareholder value by seeking appropriate investments. We are also optimistic regarding the prospects for PUCF, as it seeks to progress its rights issue and diversify its business.

Datuk Oh Chong Peng

Chairman

29 September 2015

Notes to editors:

Resource Holding Management Limited (AIM: RHM), is a Cayman Islands incorporated investing company that has an investment in PUC Founder (MSC) Berhad ("PUCF"), which is the holding company for a group of companies that are predominantly involved in advertising, media brokerage and consultancy, fingerprint verification products, information technology solutions, the provision of electronic publishing system, renewable energy and financial services. PUCF's shares are listed on the ACE Market of Bursa Malaysia Securities Berhad.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2015

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT 30 JUNE 2015

INTERIM CONDEDNSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2015

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2015

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2015

1. General information

Resource Holding Management Limited was incorporated and domiciled in Cayman Islands, whose shares are quoted on the AIM Market of the London Stock Exchange.

The interim condensed consolidated financial statements of Resource Holding Management Limited and its subsidiaries (the Group) for the six months ended 30 June 2015 were authorised for issue on 29 September 2015.

During the period under review, the Company disposed of a total of 142.8 million shares in PUC Founder (MSC) Berhad ("PUCF") through its subsidiary, RedHot Media International Limited. As a result of this, the interest of RHM in PUCF's issued share capital has reduced to 41.58%.

2. Basis of preparation, changes to the Group's accounting policies and accounting judgments

Basis of preparation

The interim condensed consolidated financial statements for the six months ended 30 June 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting.

These financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual report as at 31 December 2014.

This report is unaudited and does not constitute the company's statutory accounts for six months ended 30 June 2015.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2014, except for the adoption of new standards and interpretations effective as of 1 January 2015.

As at the end of the reporting period, the directors have considered that the new standards and interpretations do not impact the annual consolidated financial statements of the Group or the interim condensed consolidated financial statements of the Group.

Accounting judgments

As describe above, notwithstanding that the company has only a 41.58% ownership interest and has only 41.58% of the voting rights in PUCF, PUCF is a subsidiary of the company. PUCF is listed on the stock exchange of Malaysia. The remaining 58.42% of the ownership interests are held by shareholders that are unrelated to the Group.

The directors of the Company assessed whether or not the Group has control over PUCF based on whether the Group has the practical ability to direct the relevant activities of PUCF unilaterally. In making their judgement, the directors considered the Group's absolute size of holding in PUCF and the relative size of and dispersion of the shareholdings owned by the other shareholders.

In addition to this the majority of the Board members of the company are also on the Board of PUCF. Based on this, the Group has the power to appoint and remove the majority of the Board of directors of PUCF.

After the above assessments, the directors concluded that the Group has a sufficiently dominant voting interest to direct the relevant activities of PUCF and therefore the Group has control over PUCF.

3. Segmental reporting

The following tables present revenue, profit, assets and liabilities information for the Group's operating segments for the six months ended 30 June 2015, year ended 31 December 2014 and 30 June 2014 respectively:

Seasonality of operations

The business operations of the Group were not significantly affected by seasonal factors during the period under review.

4. Earnings/ (loss) Per Share

The basic earnings per ordinary share has been calculated using the profits for the six months ended 30 June 2015 attributable to the company's equity shareholders of RM2,508,911 (31 Dec 2014: loss of RM19,557,546, 30 June 2014: loss of RM10,056,862) and the weighted average number of ordinary shares in issue of 48,278,188 (31 December 2014: 47,997,000, 30 June 2014: 47,885,353 ).

For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares in issue during the period have been adjusted for the dilutive effects of all potentially dilutive ordinary shares.

5. Intangible assets

Intangible assets are amortised over 3 to 10 years. The directors have assessed the carrying value of the intangible assets and in their opinion no provision for impairment is currently considered necessary.

6. Goodwill

Goodwill is tested for impairment annually (as at 31 December) and when circumstances indicate the carrying value may be impaired. The Group's impairment test for goodwill is based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended 31 December 2014.

As at 30 June 2015, the directors have confirmed that no impairment is required in this respect.

The carrying amount of goodwill was allocated as follows as of 30 June 2015:

7. Trade and other receivables

8. Cash and cash equivalents

Cash and cash equivalents excludes fixed deposits of RM1,826,641 (31 December 2014 : RM1,826,641, 30 June 2014 : RM1,794,717) pledged as security for bank borrowings. As these are pledged accounts they are not included in the cash and cash equivalents in the cash flow statement and are shown separately on the balance sheet.

9. Bank overdrafts

The interest rate per annum during the 6-months to 30 June 2015 for bank overdrafts was 8.35% per annum (2013: 8.35%, 30 June 2014: 8.35%).

The bank overdrafts are secured by the following:

a) Fixed deposits of RM1,826,641 together with interest accrued thereon;

b) Certificate of Guarantee from Credit Guarantee Corporation Malaysia Berhad under Enhancer Scheme for RM800,000; and

c) Personal guarantee by one of the directors.

10. Bank Borrowings

Bank borrowing represent a term loan for a new office building purchased under PUCF wholly-owned subsidiary named Founder Pay Sdn Bhd for 20 years tenure with a total loan sum at Ringgit Malaysia Four Million Six Hundred Seventy Five Thousand Only (RM4,675,000).

11. Events after the reporting period

In August 2015, the Group's subsidiary Founder Energy Sdn Bhd and MaxGreen Energy Sdn. Bhd. entered into a contract of design, supply, install, testing and commissioning with suppliers worth approximately Ringgit Malaysia Nine Million Five Hundred Thousand only(RM9.5 million)for its One (1) megawatt power ("MWp") Grid-connected solar photovoltaic ("PV") Installations project.

PUCF had on 4 August 2015 announced the intention to raise up to RM127.6 million through a renounceable rights issue to existing shareholders of PUCF (the "PUCF Rights Issue"). The proposed PUCF Rights Issue is expected to be effected by PUCF through the issuance of three year, 4% irredeemable convertible unsecured loan stock ("Rights ICULS") at 100% of the nominal value of RM0.05 each, on the basis of two RM0.05 nominal value of the Rights ICULS for every one existing PUCF share held by the entitled shareholders of PUCF on an entitlement date to be determined later, together with up to 318,974,750 free new detachable warrants ("Warrant(s) B") on the basis of one Warrant-B for every eight Rights ICULS subscribed. The Right Issue is subject to a minimum level of funds required to be raised by PUCF of RM40 million. (the "Minimum Fundraise").

Pursuant to the Minimum Fundraise, RHM's wholly-subsidiary, RedHot Media International Limited, has provided PUCF with a binding irrevocable undertaking to subscribe for RM40 million.

The Board of Directors of PUCF had on 1 September 2015, announced the re-organisation of its group structure by undertaking the following:-

a) disposal of 12,630,431 ordinary shares of RM1.00 each representing the entire share capital in Founder Energy Sdn Bhd (formerly known as RedHot Media Group Sdn Bhd) ("FESB") by Red Media Asia Ltd to RedHot Media (HK) Limited for a cash consideration of RM9,317,833;

b) disposal of 300,000 ordinary shares of RM1.00 each representing the entire share capital of EPP Solution Sdn Bhd by FESB to PUCF for a cash consideration of RM638,971;

c) disposal of 5,100,000 ordinary shares of RM1.00 each representing the entire share capital of RedHot Media Sdn Bhd by FESB to PUCF for a cash consideration of RM6,552,045; and

d) disposal of 2 ordinary shares of RM1.00 each representing the entire share capital of Founder Qube Sdn Bhd by FESB to PUCF for a cash consideration of RM2,000.

12. Interim Report

This interim financial statement will be available shortly on the Group's website (www.redhot.asia) in accordance with AIM Rule 20 of the AIM Rules for Companies.

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