Issue of Deferred Consideration and of Equity

29 October 2013

Resource Holding Management Limited

('RHM' or the 'Company')

Issue of Deferred Consideration

Issue of Equity and Directors' Shareholdings

The Board of RHM announces that the Company has issued and allotted 3,237,544 new ordinary shares of US$0.10 each (the "IMM Shares") in relation to deferred share consideration which is payable by the Company in relation to the acquisition of In Motion Media ("IMM"). The Company has also paid a total of RM10,897,342 in cash to the vendor of IMM between March 2012 and August 2013 (the "Cash Consideration") in relation to deferred cash consideration payable on the acquisition of IMM.

The original details of the deferred consideration arrangements were announced by RHM on 19 December 2008. The terms of the deferred consideration arrangements between RHM and IMM were then subsequently amended between IMM, Redhot Media (HK) Limited ("RHM HK") and Redhot Media International (Shanghai) Ltd ("RHM Shanghai") in February 2012, details of which were announced by the Company on 10 February 2012.

· 415,236 of the IMM Shares have been allotted and issued in respect of the 2011 financial year and at a price equivalent to 33.5 pence per share. These shares represent 20% of the total audited profit contributions from IMM for the year ended 31 December 2011. RM3,397,342 of cash consideration was paid by RHM to the vendor of IMM between 9 March 2012 and 22 March 2012 in respect of the original 100% cash element of the Cash Consideration for 2011.

· 2,822,308 of the IMM Shares have been allotted and issued in respect of the 2012 financial year and at a price equivalent to 10.75 pence per share. These shares represent 20% of the audited profit contributions from IMM for the year ended 31 December 2012. RM7,500,000 of cash consideration was paid to the vendor of IMM between 22 March 2013 and 22 August 2013 in respect of the original 100% cash element of the Cash Consideration for 2012.

The vendor of IMM is Tsang Wai Keung and/or his appointed nominees. The Company confirms that no more deferred consideration is payable in relation to the acquisition of IMM following settlement of this final tranche.

The Board of RHM also announces that the Company has issued and allotted a further 102,919 new ordinary shares of US$0.10 each (the "Director Fee Shares") to certain directors of RHM in settlement of contractual remuneration entitled to them for the period from 1 January 2013 to 30 June 2013. The Director Fee Shares have been issued at a price of 11.63 pence per share which represents the average closing price for the five preceding business days prior to 30 June 2013.

· 42,883 new ordinary shares have been allotted and issued to Datuk Oh Chong Peng (Non-Executive Chairman of RHM) in settlement of HKD60,000 of his contractual remuneration for the period from 1 January to 30 June 2013. On Admission, Datuk Oh Chong Peng will have a total interest in 42,883 Ordinary Shares equivalent to 0.10 per cent. of RHM's issued share capital.

· 30,018 new ordinary shares have been allotted and issued to David Sherick (Non-Executive Director of RHM) in settlement of HKD42,000 of his contractual remuneration for the period from 1 January to 30 June 2013. On Admission, David Sherick will have a total interest in 30,018 Ordinary Shares equivalent to 0.07 per cent. of RHM's issued share capital.

· 30,018 new ordinary shares have been allotted and issued to Liew Peng Chuen (Non-Executive Director of RHM) in settlement of HKD42,000 of his contractual remuneration for the period from 1 January to 30 June 2013. On Admission, Liew Peng Chuen will have a total interest in 30,018 Ordinary Shares equivalent to 0.07 per cent. of RHM's issued share capital.

Application has been made to the London Stock Exchange for the admission to trading on AIM of the IMM Shares and the Director Fee Shares (together "New Ordinary Shares") and it is expected that dealings in the New Ordinary Shares will commence on or around 30 October 2013 ("Admission").

The IMM Shares will represent 7.20 per cent. of RHM's enlarged issued share capital on Admission and The Director Fee Shares will represent 0.23 per cent. of RHM's enlarged issued share capital on Admission.

In accordance with the Financial Conduct Authority's Disclosure and Transparency rules, RHM hereby notifies that the Company's issued share capital following admission of the New Ordinary Shares will comprise 44,944,426 ordinary shares of US$0.10 each. All of these shares carry voting rights. The Company does not hold any shares in treasury. The above figure of ordinary shares in the Company carrying voting rights may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.