Notice of AGM and proposed change of name

25 June 2012

RedHot Media International Limited

("RedHot" or the "Company")

Notice of AGM

Posting of Annual Report and Accounts

And

Proposed Change of Name

The Board of RedHot announces that the Company's annual general meeting will be held at the Company's offices at Block E-01-3 Plaza Kelana Jaya, Jalan SS 7/13, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on 18 July 2012 at 3.00 pm (Malaysia time) / 8.00 am (UK time) ("AGM").

The notice of AGM circular (the "Circular"), proxy form and the Company's annual report and accounts for the year ended 31 December 2011 have been posted to shareholders today and are available on the Investor Relations section of the Company's website (www.redhot.asia). Extracts from the Circular are provided below. At the AGM the Company will be seeking shareholder approval for, inter alia:

·; A bonus share issue to shareholders of one new ordinary US$0.10 share in the Company ("Ordinary Share") for every ten Ordinary Shares held at 5.00 p.m. UK time on 18 July 2012;

·; A follow on bonus share issue to shareholder of one new ordinary US$0.10 share in the Company for every five Ordinary Shares at a date to be determined by the Board at a later date; and

·; The change of the Company's name to "Resource Holding Management Limited".

For further information please contact:

Extracts from the Circular

All defined terms used in this announcement shall have the meaning given to them in the Circular unless otherwise defined herein.

1. Introduction

This document is being sent to you in connection with an annual general meeting of the Company convened to be held at the head office of the Company, Block E-01-3 Plaza Kelana Jaya, Jalan SS 7/13, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on 18 July 2012 at 3.00 pm (Malaysia time) / 8.00 am (UK time) ("Annual General Meeting"), notice of which is set out on page 6 of this document ("Notice of AGM").

Details of special business to be considered are explained as follows and unless the context otherwise requires, capitalised terms used in this document has the same meaning when used in the Notice of AGM and the form of proxy.

2. General Mandate to Issue Ordinary Shares - Resolution 6

An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors of the Company (the "Board") a general mandate with authority to exercise the power of the Company to offer, allot and issue, grant options over or otherwise dispose of the unissued shares of par value US$0.10 each ("Ordinary Shares") in the capital of the Company conditionally or unconditionally of up to 25% of the aggregate nominal value of the entire issued share capital of the Company or up to a maximum of 9,319,635 Ordinary Shares representing 25% of the aggregate nominal value of the entire issued share capital of the Company as at the date of the passing of this resolution in accordance with its articles of association ("Articles").

The authority shall be exercisable by the Board during the period from the passing of the ordinary resolutions of the shareholders as set out in Resolution 6 in the Notice of AGM until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; and

(ii) the date on which the authority as set out in Resolution 6 in the Notice of AGM is revoked, or varied by the Company in general meeting.

(the "Relevant Period")

The Board believes that this will give the Company optimum financial flexibility to take advantage of opportunities that may arise, in particular potential acquisition opportunities, without the need for the Company to seek shareholder approval to increase the number of shares that it is able to issue.

Accordingly, notice is being given of an Annual General Meeting to be held on 18 July 2012 and at which, amongst others, Resolution 6 will be proposed as an ordinary resolution to authorise the Board to allot up to a maximum of 9,319,635 Ordinary Shares representing 25% of the aggregate nominal value of the entire issued share capital of the Company for cash or otherwise during the Relevant Period upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit.

3. Proposed Issue of Bonus Shares I - Resolution 7

Basis of Bonus Issue

The Board is proposing a scrip dividend by way of a bonus issue of one (1) new Ordinary Share, credited as fully paid at par ("Bonus Shares I") for every ten (10) Ordinary Shares held by each shareholder registered on the register of members of the Company at 5.00 p.m. UK time on 18 July 2012 (the "Record Date I") (the "Bonus Issue I").

The effect of the Bonus Issue I will be to increase the number of Ordinary Shares in issue and the holding of each shareholder will be increased on a pro rata basis with an expected corresponding adjustment to the market price of each Ordinary Share.

As at 22 June 2012 (being the latest practicable business day prior to publication of this document), there were 37,278,542 Ordinary Shares in issue. On the basis that no further new Ordinary Shares are issued on or before 18 July 2012, being the date of the Annual General Meeting and the Record Date I, a maximum of 3,727,854 Bonus Shares I of US$0.10 each will be issued under the Bonus Issue I and an amount of approximately US$372,785.40 from the Company's share premium account will be capitalised to be applied in paying up in full at par the Bonus Shares I.

The Board are of the view and have determined that immediately following the date on which the distribution or dividend in the form of Bonus Issue I is proposed to be paid utilising the share premium account of the Company, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

Application will be made to the London Stock Exchange for the Bonus Shares I to be admitted to trading on AIM ("Admission"). Subject to the passing of Resolution 7 it is expected that Admission will take place and dealings in the Bonus Shares I will commence on 19 July 2012. Immediately following Admission there will be a maximum of 41,006,396 Ordinary Shares in issue (assuming no further new Ordinary Shares are issued on or before 18 July 2012).

The Bonus Issue I is conditional, amongst other things, upon:

(i) the passing of an ordinary resolution by the shareholders at the Annual General Meeting approving the Bonus Issue I; and

(ii) Admission.

Reasons for the Bonus Issue I

The Board is intent on rewarding its shareholders for their support and confidence in the Company since its flotation in September 2008. The Directors also believe that the proposed bonus issue will benefit shareholders by enhancing the liquidity of the shares in the market and thereby potentially enlarging the shareholder and capital base.

Terms of the Bonus Issue I

The Bonus Shares I, which will be capable of being held in either certificated or uncertificated (in CREST as a depository interest representing the shares) form as appropriate, will be issued to the shareholders of the Company on the Record Date I and are not being marketed. The Bonus Shares I will have the benefit of all rights, privileges and restrictions in the Articles. The Bonus Shares I, upon issue and credited as fully paid at par will rank pari passu in all respects with the existing Ordinary Shares, including the entitlement of receiving dividends and other distributions save that they will not rank for any dividend declared prior to the Record Date I.

Where Ordinary Shares are held in certificated form on the Record Date I, shareholders will receive share certificates, which will be posted at the risk of shareholders by 26 July 2012, in respect of their entitlements to Bonus Shares I. Where Ordinary Shares are held in uncertificated form on the Record Date I, the appropriate CREST accounts will be credited with the relevant number of depository interests representing the Bonus Shares I, save that the Company reserves the right to issue the Bonus Shares I in certificated form in exceptional circumstances, such as in the event of any failure or breakdown of CREST. No temporary or renounceable documents of title will be issued.

Treatment of Fractions

The Company will not allot any fractions of the Bonus Shares I, and the total aggregate of fractions shall be eliminated and not be issued or allotted. The total number of Bonus Shares I to be issued shall be announced by the Company on the day of the issue.

4. Proposed Issue of Bonus Shares II - Resolution 8

Basis of Bonus Issue

In addition to Bonus Issue I, the Board is proposing, a follow on bonus issue of shares on the basis of one (1) Ordinary Share, credited as fully paid at par (the "Bonus Shares II") for every five (5) Ordinary Shares held by each shareholder registered on the register of members of the Company at the time of the issuance of the Bonus Shares II (the "Record Date II") on terms that the timing of the issue of the Bonus Shares II at a later date is to be determined by the Board as the Board shall in its absolute discretion deem fit (the "Bonus Issue II").

The effect of the Bonus Issue II will be a further increase the number of Ordinary Shares in issue after the Bonus Share I issue and the holding of each shareholder will be increased on a pro rata basis with an expected corresponding adjustment to the market price of each share.

On the basis that shareholder approval is obtained for the Bonus Issue I and based on the number of shares in issue as of the latest practicable date of 22 June 2012, there will be a maximum number of 41,006,396 Ordinary Shares in issue on Admission which is expected to take place on 19 July 2012. On the basis that no further Ordinary Shares are issued on or before the Record Date II, a maximum of 8,201,279 Bonus Shares II of US$0.10 each would be issued under the Bonus Issue II and an amount of up to approximately US$820,127.90 from the Company's share premium would be capitalised to be applied in paying up in full at par such Bonus Shares II.

The Bonus Issue II is conditional, amongst other things, upon:

(i) the timing of the issue of the Bonus Shares II at a later date to be determined by the Board as the Board shall in its absolute discretion deem fit;

(ii) the passing of an ordinary resolution by the shareholders at the Annual General Meeting approving the Bonus Issue II; and

(iii) Admission to trading on AIM of the Bonus Shares II at a date to be determined.

The Directors are of the view and have determined that immediately following the date on which the distribution or dividend in the form of Bonus Issue II is proposed to be paid utilising the share premium account of the Company, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

Reasons for the Bonus Issue II

The Board is intent on rewarding its shareholders for their support and confidence in the Company since its flotation in September 2008. The Directors also believe that the proposed bonus issue will benefit shareholders by enhancing the liquidity of the shares in the market and thereby potentially enlarging the shareholder and capital base.

Terms of the Bonus Issue II

The Bonus Shares II, which will be capable of being held in either certificated or uncertificated (in CREST through a depository interest) form as appropriate, will be issued to the shareholders of the Company on the Record Date II and are not being marketed. The Bonus Shares II will have the benefit of all rights, privileges and restrictions in the Articles. The Bonus Shares II upon issue and credited as fully paid at par will rank pari passu in all respects with the existing Ordinary Shares, including the entitlement of receiving dividends and other distributions save that they will not rank for any dividend declared prior to the Record Date II.

Where Ordinary Shares are held in certificated form on the Record Date II, shareholders will receive share certificates, which will be posted at the risk of shareholders, in respect of their entitlements to Bonus Shares II. Where Ordinary Shares are held in uncertificated form on the Record Date II, the appropriate CREST accounts will be credited with the relevant number of depository interests representing Bonus Shares II, save that the Company reserves the right to issue the Bonus Shares II in certificated form in exceptional circumstances, such as in the event of any failure or breakdown of CREST. No temporary or renounceable documents of title will be issued.

Treatment of Fractions

The Company will not allot any fractions of the Bonus Shares II, and the total aggregate of fractions shall be eliminated and not be issued or allotted. The total number of Bonus Shares II to be issued issued shall be announced by the Company on the day of the issue.

5. Proposed Change of Name - Resolution 9

The Board proposes that the name of the Company to be changed from "RedHot Media International Limited" to "Resource Holding Management Limited". The Board believes that the Company name should be changed to reflect its business and operations as an investment holding company as it will be following the completion of the acquisition of PUC Founder (MSC) Berhad, further details of which were announced by the Company on 16 November 2010. Subject to the resolution being passed and the new name being registered in the Register of Companies by the Registrar of Companies in the Cayman Islands, the Company will issue an announcement to update shareholders once the change of name takes effect.

6. Action to be taken

A form of proxy is enclosed for your use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete, sign and return the form of proxy to the Company as soon as possible, but in any event so as to arrive not later than 3.00 pm (Malaysia time) / 8.00 am (UK time) on 16 July 2012 in accordance with the notes to the form of proxy. The completion and return of a form of proxy will not preclude you from attending the Annual General Meeting and voting in person should you subsequently wish to do so. Your attention is also drawn to the detailed notes to the Notice of Annual General Meeting and form of proxy contained thereon.

7. Recommendation

The Board considers that the proposed resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of the Resolution.

Yours faithfully

Datuk Oh Chong Peng

Non-Executive Chairman