Notice of EGM

15 April 2015

Resource Holding Management Limited

("RHM" or the "Company")

Proposed Disposal

Proposed adoption of Investing Policy

and

Notice of Extraordinary General Meeting

The Board of RHM (AIM:RHM) is pleased to announce that the Company has posted a circular to Shareholders (the "Circular") containing a notice convening an extraordinary general meeting of the Company (the "Extraordinary General Meeting" or "EGM") to be held at the Company's head office, Unit C-2-01, Level 2, Capital 3, Oasis Square, No. 2, Jalan PJU 1A/7A, Ara Damansara, PJU 1A, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia at 2:30 a.m. (UK time) / 9.30 a.m. (Malaysian time) on 30 April 2015.

The Circular contains proposals (the "Proposals") for:

· The proposed disposal by RHM of at least such number of ordinary shares in PUC Founder (MSC) Berhad ("PUCF") that would take the Company's interest in PUCF to below 50% of the voting rights in PUCF (the "Disposal"); and

· The approval of an investing policy (the "Investing Policy") for the purposes of Rule 15 of the AIM Rules for Companies.

An electronic copy of the Circular will be available shortly for download from the Company's website: http://www.redhot.asia.

Edited extracts from the Circular, which was posted to Shareholders yesterday evening, are included below. The same definitions apply throughout this announcement as are applied in the Circular.

Introduction

On 2 January 2014, RHM announced that the Company had completed the disposal of the entire issued share capital of Red Media Asia Ltd, which consisted of all of RHM's operating subsidiaries, to PUCF for the consideration of 750,000,000 ordinary shares in PUCF (the "Consideration Shares"). This disposal was a fundamental change of business for RHM under the AIM Rules for Companies and was approved by Shareholders. RHM established a wholly owned subsidiary incorporated in Labuan, RedHot Media International Limited ("RHI"), for the sole purpose of holding the Consideration Shares. As at today's date RHI holds 543,168,402 PUCF Shares, representing 51.09 per cent. of PUCF's current issued share capital and 36,215,840 PUCF Warrants.

Based on the mid-market price of PUCF on the ACE Market in Malaysia as at close of business on 9 April 2015, RHI's interest in PUCF is valued at £15.17 million compared to RHM's market capitalisation on AIM of £3.44 million (based on the closing market price of an Ordinary Share on AIM of 7.125 pence on 9 April 2015).

Due to the significant disparity between the Company's AIM market capitalisation and the ACE Market value of its interest in PUCF, the Directors have decided that Shareholders would be better rewarded if the Company could realise some of the value of the remaining Consideration Shares held by RHI. Between 3 September 2014 and 11 March 2015 RHM sold, in three separate tranches, a total of 58,018,000 PUCF Shares generating gross cash proceeds of approximately £1.747 million for RHM. The Directors have now resolved to sell down a further proportion of the Consideration Shares held by RHI and intends to utilise the resulting funds, along with the Company's existing cash resources, to implement the Investing Policy, as detailed below.

Under Rule 15 of the AIM Rules for Companies, following the Disposal, the Company will be deemed to have divested of substantially all of its historic trading business. Following approval of the Resolutions at the EGM the Company shall have 60 days to make the Disposal. At the point when RHM's holding in PUCF is reduced to below 50% of the voting rights in PUCF, and therefore is not treated as a controlling shareholding in PUCF, the Company will be treated as an investing company as defined by the AIM Rules for Companies. As such, the Company must seek approval for the Disposal and adopt an Investing Policy to be approved by Shareholders. Accordingly, Resolutions to approve the Disposal and an Investing Policy will be put to Shareholders at the Extraordinary General Meeting, which has been convened for 9.30 a.m. (Malaysian time) on 30 April 2015.

The adoption of the Investing Policy will become effective from the date when the Company reduces its interest in PUCF to below 50% of the voting rights in PUCF and therefore RHM ceases to have a controlling interest in PUCF. At this point the Company will be required to make a further announcement confirming that it has become an Investing Company. From this point, 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 the date on which RHM disposes of sufficient PUCF Shares to take RHM's interest in PUCF to below 50% of the voting rights in PUCF. Should RHM not reduce its holding in PUCF to below 50% of the voting rights in PUCF by 29 June 2015 (60 days after the date of EGM), the Board has resolved to convene a further extraordinary general meeting at which point Shareholders will be given the opportunity to re-approve the Investing Policy.

The Investing Policy will focus on acquiring interests in the TMT (technology, media and telecommunications) sector with a geographical focus on projects in South East Asia and East Asia. Full details of the Investing Policy that the Company intends to adopt can be found further below within this announcement.

Proposed disposal of PUCF Shares owned by RHM

RHM's wholly owned subsidiary, RHI, holds, as at the date of this announcement, 543,168,402 ordinary shares in PUCF representing 51.09 per cent of PUCF's current issued share capital. It is proposed that, subject to shareholder approval at the Extraordinary General Meeting, RHI be authorised to sell, via a placement or placements on market on the ACE Market, PUCF Shares to the extent that RHM's holding in PUCF is reduced to below 50% of the voting rights in PUCF. For the avoidance of doubt, once RHI has sold its interest below 50% there shall be no further restrictions under the AIM Rules for Companies on the disposal of its interest in PUCF. RHI will, however, be subject to restrictions under the moratorium detailed below and any other ACE Market regulatory requirements. It is proposed that the Company retains the Disposal proceeds to maximise shareholder value through the implementation of the Company's proposed Investing Policy.

Information on PUCF

PUCF is listed on the ACE Market and, prior to its acquisition of Red Media Asia Ltd ("RMA") from the Company, was principally involved in the development and marketing of biometrics devices and applications. Following the acquisition of RMA, its principal activities have expanded to include advertising and media brokerage and consultancy, electronic payment solutions and the development of renewable energy projects.

For the unaudited financial year ended 31 December 2014, PUCF Group generated revenues of £9.96 million (RM53.49 million) and a profit after tax of £1.83 million (RM9.826 million). Net assets of PUCF as at 31 December 2014 were £23.34 million (RM125.343 million).

Further details on the PUCF Group can be found at www.founder.com.my.

Background to and reasons for the Disposal

The Board of RHM believes that the Disposal of a portion of the remaining Consideration Shares held by RHI is the optimal way of unlocking some of the value of its only asset and, in doing so, provide sufficient capital for the Company to pursue its Investing Policy. Between 3 September 2014 and 11 March 2015 RHM sold, in three separate tranches, a total of 58,018,000 PUCF Shares generating gross cash proceeds of approximately £1.747 million for RHM which is intended to be utilised for implementing the Investing Policy and for general working capital purposes. The value of the Company's holding in PUCF continues not to be reflected in its own share price. As a result the Directors believe that it is in the best interests of Shareholders to seek to monetise part of the holding through the Disposal, with the remaining holding in PUCF to be held within the Group as an investment.

Shareholders should note that, as part of the transaction which was completed on 2 January 2014, Bursa Malaysia placed a moratorium on the sale of shares in PUCF by RHM. As a consequence RHM is restricted in the number of shares in PUCF that it is able to sell over certain time periods. From 1 January 2015 RHM is able to reduce its holding to 289,726,716 PUCF Shares. Following 1 January 2016, RHM will be able to reduce its holding to 144,863,359 PUCF Shares. After 1 January 2017, RHM will be released from any moratorium on the sale of the PUCF Shares. Noting these restrictions and pursuant to the future implementation of the Investing Policy, it is the Directors' intention to continue to seek ways to release the value of RHI's interest in PUCF for the benefit of Shareholders, details of which will be notified by the Company as and when appropriate. That being said, having reduced its interest in PUCF, if the opportunity arose and on terms the Directors considered represented good value, the Company would consider reinvesting in PUCF to maintain a certain percentage interest of voting rights in PUCF if it was deemed to be in the best interests of Shareholders (for example pursuant to a rights issue undertaken by PUCF). For the avoidance of doubt any such further investment would be on the basis that such holding remained significantly below 50% and on the basis that the Company remains classified as an Investing Company under the AIM Rules for Companies.

Proposed Investing Policy

Following RHM reducing its interest in PUCF to below 50% of the voting rights in PUCF, the Company will no longer have a controlling shareholding in PUCF and will have been deemed to have substantially divested itself of its historical trading business. At such point, RHM will become classified as an Investing Company, as defined under the AIM Rules for Companies. Taking into account the Directors' collective experience and the historic trading business of RHM it is proposed, subject to Shareholder approval at the Extraordinary General Meeting, that the Company adopt the following Investing Policy:

"The Investing Policy of the Company is to invest in and/or acquire interests in projects and/or assets in the TMT (technology, media and telecommunications) sector. The Company will focus on investment opportunities in South East Asia and East Asia.

Investments may be by way of purchasing quoted shares in appropriate companies, outright equity acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements.

Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company may be both an active and a passive investor depending on the nature of the individual investments.

Although the Company intends to be a medium to long-term investor, the Company will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out. The Company intends there to be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies. The Directors intend to mitigate risk by appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.

The Investing Policy will allow investments to be in all types of assets and companies within the defined sectors and geographies and there will be no investment restrictions on the type of investment that the Company might make or the type of opportunity that may be considered.

The Company may offer new Ordinary Shares or convertible debt instruments by way of consideration as well as cash, subject to the cash resources available at the time of the investment. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Company does not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

The Board will review the Investing Policy on an annual basis and will implement any non-material changes or variations as they consider fit. Any material change or variation of the Investing Policy will be subject to the prior approval of Shareholders."

As an Investing Company, 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 when RHM reduces its interest in PUCF to below 50% of the voting rights in PUCF and ceases to have a controlling interest in PUCF, failing which, the Company's Ordinary Shares would then be suspended from trading on AIM. In the event that the Company's Ordinary Shares are so suspended, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension.

Once the Company sells its interest in PUCF to below 50% of the voting rights in PUCF the Company will be treated as an Investing Company and its assets will comprise RHM's residual interest in PUCF only. Based on the Company's unaudited management accounts as at 31 December 2014 it is estimated by the Board that the net assets of the Company were approximately £21.61 million as at 31 December 2014 and it is estimated by the Board, based on the Company's latest unaudited management accounts, that the net cash available to the Company as at 15 March 2015 was approximately £3.47 million. This takes into account the Company's existing cash resources but is before taking into account the cash that could be received from any future sale of further PUCF Shares since the terms of such sale are not currently known.

Subject to approval by Shareholders at the Extraordinary General Meeting of the Resolutions, and RHM's interest in PUCF being reduced to below 50% of the voting rights, the Board intends to use its existing cash resources to make investments in accordance with the proposed Investing Policy. The Board will review and assess potential new investments in accordance with the proposed Investing Policy.

Dividends

The initial focus of the Company will be the achievement of capital growth for Shareholders and therefore the Company will only consider the payment of dividends as and when it is appropriate to do so. As such, it is not possible at this stage to give an indication of the likely level of timing of any future dividends. To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations to which the Company is subject. The amount of the dividends paid to Shareholders will fluctuate according to the levels of profits earned by the Company and will be dependent on sufficient distributable reserves being available to the Company.

Board

The Board consists of Datuk Oh Chong Peng as Non-Executive Chairman, Cheong Chia Chieh as Group Managing Director, Lee Koh Yung as Executive Director and Liew Peng Chuen and David Sherick as Non-Executive Directors. It is not proposed to make any changes to the Board at this stage, however the Board will keep the Board structure under review as the Company's Investing Policy is implemented and as the Company grows.

The Board has a broad collective business experience in the TMT sector as well as in the areas of acquisitions, accounting, corporate and financial management, skills which the Board consider to be essential in order that the Company may be in a position to implement its Investing Policy.

Recommendation

The Directors consider that the passing of the Resolutions would be in the best interests of the Company and of the Shareholders as a whole and therefore unanimously recommend Shareholders to vote in favour of the Resolutions, as they intend to do or procure to be done in respect of their own legal and beneficial shareholdings, which in aggregate amount to 11,041,407 Ordinary Shares, representing approximately 22.87 per cent. of the current issued share capital of the Company.

Expected Timetable of Principal Events

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a regulatory information service.

All times shown in this announcement are UK times unless otherwise stated.

These times and dates are indicative only.

For further information please contact: