Notice of EGM, Posting of Circular

3 February 2016

Resource Holding Management Limited

("RHM" or the "Company")

Circular to Shareholders

and

Notice of Requisition to hold an Extraordinary General Meeting

Further to the announcements made by the Company on 6 January 2016 and 16 December 2015, the Board of RHM announces that the Company has today posted a Circular to Shareholders containing a notice convening an Extraordinary General Meeting to be held at 9.00am (Malaysian time) on 29 February 2016 at the Company's head office at 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. Extracts of from the Circular can be found below. Defined terms used in this announcement have the meaning as set out at the end of this announcement.

As previously announced, on 15 December 2015, the Company received a letter from Innokiosk Technologies Sdn Bhd and Santerno Investments Limited regarding a Requisition for RHM to convene an extraordinary general meeting of the Company to propose resolutions to seek to approve RHM's participation in the PUCF Rights Issue. The Circular is a response to this letter and contains the reasons for why the Board is supporting the Resolutions.

At the Extraordinary General Meeting the following Resolutions will be proposed to Shareholders:

· Resolution 1: which is, inter alia, to provide RHM with authority to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully set out in the Notice;

· Resolution 2: which is, inter alia, to provide the Directors with authority to take all steps that they deem fit, expedient and/or appropriate in order for RHM to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully are set out in the Notice;

· Resolution 3: which is, inter alia, to provide the Directors with authority to approve any documents, agreements and other matters relating or incidental to RHM's participation in the PUCF Rights Issue in order for RHM to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully set out in the Notice;

Trading in the Ordinary Shares on AIM was suspended on 4 August 2015 following the Company entering into the Irrevocable Undertaking. It is emphasised that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the suspension of trading in the Ordinary Shares on AIM. Unless there are changes in the prevailing circumstances it is expected that the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. UK time on 5 February 2016 regardless of the passing of the Resolutions at the forthcoming EGM. As at the date of this document, the Board does not expect there to be any changes to the prevailing circumstances.

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

It is emphasised that the Circular does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

The above summary should be read in conjunction with the full text of this announcement and the Circular. Extracts from the Circular are set out below.

For further information please contact:

Extracts from the Circular

(References to pages or paragraphs below refer to the relevant pages or paragraphs of the Circular)

Circular to Shareholders

and

Notice of Requisition to hold an Extraordinary General Meeting

1. Introduction

The Company has received a written Requisition from the Requisitioners representing, at the date of the deposit of the Requisition, not less than 10% of the current issued share capital of the Company carrying the right to vote at general meetings, being the requisite threshold granting Shareholders the right under the Articles to require the Company to hold an extraordinary general meeting. The letter received by the Company from the Requisitioners purports that the Requisitioners are the beneficial holders of a total of 5,601,696 Ordinary Shares representing 11.60% of the Company's current issued share capital. Details of the Requisition were first announced by the Company on 16 December 2015.

Whilst your Board considers, having taken legal advice, that the Requisition may not be formally valid under Cayman Islands law, following due and careful deliberation, your Board considers that the proposed Resolutions as specified in the Requisition are in the best interests of the Company and Shareholders as a whole and that they should accordingly be put to the Shareholders for a determination.

The Board further recommends that Shareholders vote in favour of the Resolutions at the forthcoming EGM.

Trading in the Ordinary Shares on AIM was suspended on 4 August 2015 following the Company entering into the Irrevocable Undertaking. It is emphasised that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the suspension of trading in the Ordinary Shares on AIM. Unless there are changes in the prevailing circumstances it is expected that the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. UK time on 5 February 2016 regardless of the passing of the Resolutions at the forthcoming EGM. As at the date of this document, the Board does not expect there to be any changes to the prevailing circumstances.

Accordingly, as Chairman of the Company, I am writing to give you notice of an extraordinary general meeting of the Company, which is to be held at 9.00am (Malaysian time) on 29 February 2016 at the Company's head office at 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.

This letter provides Shareholders with details of, inter alia, the Resolutions that are to be put to Shareholders at the EGM, the background to the EGM and the background to the suspension of trading in the Ordinary Shares on AIM.

It is emphasised that this Document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

2. Reasons the Board is supporting the Resolutions

Shareholders should note that the Company was served with a written Requisition by the Requisitioners representing at the date of the deposit of the Requisition not less than 10% of the paid up capital of the Company carrying the right to vote at general meetings, being the requisite threshold granting the Requisitioners the right under the Articles to require the Company to hold an extraordinary general meeting.

Whilst your Board considers (having taken legal advice) that the Requisition may not be formally valid under Cayman Islands law, your Board considers that the proposed Resolutions as specified in the Requisition are in the best interests of the Company and Shareholders as a whole and that the Resolutions should, accordingly, be properly placed before the Shareholders for a determination, notwithstanding that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the suspension of trading in the Ordinary Shares on AIM.

The Board believes that the proposed Resolutions are in the best interests of the Company and the Shareholders for the following reasons:

a) The rationale for the PUCF Rights Issue is to raise funds to enable PUCF to further expand its energy utility business involving the proposed construction of solar photovoltaic plants of between 3MW to 9.5MW.

b) PUCF is mainly involved in advertising and media brokerage. The Board notes that the nature of this business is generally based on short-term contracts and, with increasing competition in the advertising industry coupled with continuous change in market trends, PUCF's existing business, although still profitable (at operating level), does not provide PUCF with a steady stream of income. For the nine month period ended 30 September 2015, PUCF announced net profits attributable to advertising and the media brokerage business of RM 19.95 million in comparison to net profits of RM 26.24 million for the nine months period ended 30 September 2014, indicating the volatility of the advertising and media brokerage business. On the other hand, under the Feed-in-Tariff ("FIT") mechanism for the proposed construction of up to 9.5MW solar photovoltaic plants, renewable energy power purchase agreements would be signed with Tenaga Nasional Berhad ("TNB") for a duration of 21 years, where the feed-in approval holders would have access to the Malaysian electricity grid and TNB would be obligated to purchase all electricity generated by the feed-in approval holders at the agreed rates. Your Board further notes that in Section 2.1.6 of PUCF's Circular to Shareholders dated 14 December 2015, PUCF estimates that the aggregate 3MW plants and 9.5MW plants would generate revenue of approximately RM 60 million to RM 191 million over 21 years. As such, your Board concurs with PUCF's proposal to undertake the PUCF Rights Issue to finance the expansion of its solar photovoltaic business by up to 9.5MW as it would provide PUCF with a long-term stream of recurring income. As a major shareholder of PUCF, RHM is supportive of this strategy and the PUCF Rights Issue.

c) The entering into of the Irrevocable Undertaking by RMIL is technically classified as a reverse takeover in relation to the Company under the AIM Rules due to the size of the Irrevocable Undertaking in relation to RHM. As a consequence, RHM is required, inter alia, to publish an AIM admission document in connection with its investment in PUCF in order to lift the suspension of trading in the Ordinary Shares on AIM within six months of the suspension failing which the admission of the Ordinary Shares to trading on AIM will be cancelled. Your Board notes that significant expense would have to be incurred to publish an AIM admission document despite the fact that there would essentially be no change in RHM's core investment, namely its investment in PUCF. Whilst the Board has not undertaken any detailed analysis at this stage, it is the opinion of the Board that the publication of an AIM admission document would be unlikely to provide any meaningful additional information on PUCF to Shareholders that they would not already know, since PUCF is not a new investment of the Company's but an existing investment. Moreover, PUCF is listed on the ACE Market and is required by the relevant regulation to ensure continued disclosure of material information on a timely basis, and where disclosures are already accessible to Shareholders and frequently announced by the Company.

Trading in the Ordinary Shares on AIM was suspended on 4 August 2015 following the Company entering into the Irrevocable Undertaking. Unless there are changes in prevailing circumstances, it is expected that the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. UK time on 5 February 2016 regardless of the passing of the Resolutions at the forthcoming EGM.

Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions at the forthcoming EGM.

3. Overview of the PUCF Rights Issue and the suspension of trading of the Ordinary Shares on AIM

On 4 August 2015, PUCF announced its intention to raise up to RM 127.6 million through a renounceable rights issue of three-year 4% irredeemable convertible unsecured loan stock with warrants to the existing shareholders of PUCF. RMIL currently holds 443,168,402 PUCF Shares, which represents 41.58% of PUCF's issued share capital, as well as 36,215,840 PUCF Warrants. The PUCF Rights Issue is described in more detail in section 6 of this Part I further below.

As announced by the Company on 4 August 2015, the PUCF Rights Issue was subject to a minimum level of funds required to be raised by PUCF of RM 40 million, which was subsequently revised to RM 28 million. RMIL had provided PUCF with a binding irrevocable undertaking to subscribe for RM 40 million, which has also been revised to RM 28 million.

The original binding irrevocable undertaking of RM 40 million was required to be announced under the AIM Rules for Companies. By reason of the size of this irrevocable undertaking in relation to the Company, the entering into of the irrevocable undertaking by RMIL was classified as a reverse takeover in relation to the Company under the AIM Rules for Companies. The revised binding Irrevocable Undertaking to subscribe for RM 28 million is also classified as a reverse takeover in relation to the Company under the AIM Rules for Companies.

The AIM Rules for Companies require that completion of RMIL's participation in the PUCF Rights Issue is, amongst other things, conditional upon the publication by the Company of an AIM admission document containing a notice of general meeting of the Company, and also subject to the approval of the Shareholders at such a general meeting.

As a reverse takeover in contemplation had been announced by the Company and the Company was not at that point in time in a position to publish an AIM admission document in respect of this reverse takeover, the Ordinary Shares were also suspended from trading on AIM on 4 August 2015 and (in the continued absence of an AIM admission document having been published) have remained suspended from trading on AIM since.

It is emphasised that this Document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

4. Background on RHM

On 2 January 2014, RHM 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 PUCF Shares.

Following a number of sales of PUCF Shares, RHM was considered no longer to have a controlling shareholding in PUCF and was considered to have substantially divested itself of its historical trading business.

Since 5 May 2015, RHM has been classified as an Investing Company as defined by the AIM Rules for Companies. With the exception of the Company's anticipated participation in the PUCF Rights Issue, RHM has not engaged in any other investing activity since being classified as an Investing Company.

As at the date of this document, RHM's wholly-owned subsidiary, RedHot Media International Limited, holds 443,168,402 PUCF Shares which represents 41.58% of PUCF's issued share capital, and 36,215,840 warrants to subscribe for new PUCF Shares.

5. Information on PUCF

PUCF is listed on the ACE Market. Prior to its acquisition of RMA from the Company, PUCF 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. The PUCF group is also involved in the sale of fingerprint verification products, and the provision of information technology solutions to enable publications businesses to manage their printing with an electronic publishing system. Furthermore, the PUCF group provides financial services involving the promoting and selling of third-party financial products such as insurance products, investment products (including unit trusts, employee provident fund approved investment products), will writing, mortgages and business loan products.

Diversification of PUCF's business

In announcements released by PUCF over the course of 2015 and 2016, it has been highlighted that the existing business of PUCF and its subsidiaries would be diversified, to include the provision of energy utility services. The net funds raised under the PUCF Rights Issue are intended to be used for the capital expenditure associated with the construction of solar photovoltaic plants and for working capital purposes.

In recent announcements released by PUCF it has also been highlighted that the management of PUCF believes that the renewable energy business will not only bring positive growth but at the same time will offer long-term recurrent income streams to the PUCF group during the concession periods.

PUCF's recent announcements also state that, upon completion of the proposed diversification, the PUCF group's existing businesses (as described above) are envisaged to remain core businesses of the group, while the provision of energy utility services is expected to become one of the PUCF group's future core businesses.

On 16 March 2015, PUCF announced that MaxGreen Energy Sdn. Bhd. ("MESB"), a wholly-owned subsidiary of PUCF, had that day been awarded a FIT by Sustainable Energy Development Authority of Malaysia to develop and operate a 1 MW solar PV plant for a period of 21 years. Subsequently, on 22 June 2015, PUCF announced that MESB had entered into a renewable energy power purchase agreement with TNB, under which MESB is to supply and deliver solar photovoltaic renewable energy to TNB for a Feed-in Tariff concession period of 21 years. PUCF has completed the construction of a 1 MW solar photovoltaic plant and, subject to testing and commissioning, it is currently estimated to be in operation by the first quarter of 2016.

On 19 November 2015, PUCF announced that PUCF's wholly-owned subsidiary, Founder Energy Sdn Bhd ("FESB") had entered into a contract with Gen Master Manufacturing Sdn Bhd ("Gen Master"), whereby FESB is to undertake the design, supply, installation, testing and commissioning of a 420 kilowatt peak (nominal) photovoltaic grid connected system and all ancillary works. The value of this contract is RM 3,967,122, with the project taking place in Malaysia.

In addition to the aforementioned solar PV plants, the PUCF group intends to further expand its energy utility services business by building solar PV plants with additional aggregate capacities of 3 MW to be funded via the proceeds from the Minimum Fundraise, and any additional funds received from the subscription for the Rights ICULS will be used to expand its aggregate solar PV capacity up to 9.5 MW. It is intended that the diversification into the energy utility service business will generate 25% or more of the PUCF group's future net profits.

PUCF's current trading and prospects

As reported in the last interim results of PUCF on 30 September 2015, the PUCF group recorded a revenue of RM 5.1 million and profit before taxation of RM 0.6 million for the quarter ending 30 September 2015 as compared to revenue of RM 9.2 million and profit before taxation of RM 3.1 million in the corresponding period in the preceding year. The lower revenue was mainly due to decreased revenue contribution from the biometric division. In addition, the Group's financial performance was affected by global economic uncertainties and associated slower market conditions, including, for example, significant depreciation of the Ringgit Malaysia. The PUCF group's profit before taxation for the quarter was RM 0.6 million as compared to RM 3.1 million in the corresponding period from the previous year, mainly as a result of the decrease in profit contributions from biometrics and the advertising and media segments.

As also reported in the last interim results of PUCF on 30 September 2015, the PUCF group expects lower revenue contribution from its existing businesses for FYE2015 as compared to FYE2014 as a result of the global economic uncertainties. However, the board of PUCF remains cautiously optimistic about the prospects of the group's businesses, particularly with a view to the prospective enhancements to its revenue stream resulting from the intended diversification and addition of the renewable energy business. PUCF also expects that its efforts to revive the growth and development of its financial services business units should contribute positively to the group's performance in 2016.

Further details on PUCF can be found at www.founder.com.my and in Part II of this document.

6. Further details of the PUCF Rights Issue

The PUCF Rights Issue is currently seeking to raise a maximum of RM 83.9 million through its renounceable rights issue to existing shareholders of PUCF. 

The PUCF Rights Issue is expected to be effected by PUCF through the issuance of three year, 4% irredeemable convertible unsecured loan stock at 100% of the nominal value of RM 0.05 each, on the basis of twenty eight RM 0.05 nominal value of the Rights ICULS for every twenty existing PUCF Shares held by the entitled shareholders of PUCF on an entitlement date to be determined, together with up to 419,507,384 free new detachable warrants on the basis of seven Warrants B for every twenty eight Rights ICULS subscribed. It is anticipated that the Rights ICULS and the Warrants B will be traded on the ACE Market.

The basis of the entitlement of the PUCF Rights Issue is as follows:

· twenty-eight Rights ICULS for every twenty PUCF Shares; and

· seven Warrants B for every twenty eight Rights ICULS subscribed.

The PUCF Rights Issue is currently subject to a minimum level of funds required to be raised by PUCF of RM 28 million. RMIL has provided PUCF with a revised, binding Irrevocable Undertaking to subscribe for RM 28 million in the PUCF Rights Issue. 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 PUCF Rights Issue.

As announced on 10 August 2015, in order to finance the commitment given 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 Malaysian 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.

Progress with the PUCF Rights Issue and current position

The PUCF Rights Issue has progressed through various transaction milestones since its initial announcement in August 2015 and the revisions to its terms on 12 October 2015.

On 29 December 2015, PUCF announced that all of the resolutions in its notice of general meeting in relation to the PUCF Rights Issue and the diversification of PUCF's business and dated 14 December 2015 were approved by the shareholders in PUCF.

The PUCF Rights Issue requires the publication of an abridged prospectus in Malaysia and this was posted to shareholders on 21 January 2016. It is currently estimated that the timeframe for the completion of the PUCF Rights Issue will be 24 February 2016.

Expected Timetable of Principal Events for the PUCF Rights Issue

7. Cancellation of admission of the Ordinary Shares to trading on AIM

Under the AIM Rules for Companies, if the current suspension of trading of the Ordinary Shares on AIM is not lifted within six months of the date of the Ordinary Shares' suspension, which in the case of the Company will fall on 4 February 2016 following the Ordinary Shares' suspension taking place on 4 August 2015, then the admission of the Ordinary Shares to AIM will be cancelled.

The Board believes that RMIL's participation in the PUCF Rights Issue is in the best interests of the Company and Shareholders as a whole. The Board therefore has no intention of seeking to cancel or vary the binding Irrevocable Undertaking to subscribe for RM 28 million in the PUCF Rights Issue. The Board notes that significant expenses would have to be incurred in order to publish an AIM admission document regarding RMIL's participation in the PUCF Rights Issue, although there would essentially be no significant change in RHM's core investment, namely its investment in PUCF. The Board believes that the publication of an AIM admission document would not provide any meaningful additional information on PUCF about which Shareholders would not already be aware, as PUCF is not a new investment to RHM but an existing investment. Moreover, PUCF is listed on the Bursa Malaysia and is required by the relevant regulation to ensure continued disclosure of material information on a timely basis, and such disclosures are already accessible to Shareholders and frequently announced by the Company.

As a consequence it is expected that the admission of the Ordinary Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 5 February 2016.

Furthermore, the Board is aware that the price of the Ordinary Shares as traded on AIM since January 2014 (the time of the completion of the transaction between PUCF and RHM which resulted in RHM holding, at that time, a 62.48% equity interest in PUCF) has been at a significant discount to the implied value of the Company's investment in PUCF. The average market capitalisation of RHM, based on the six-month volume weighted average market price of the Ordinary Shares as traded on AIM up to and including 3 August 2015, was approximately RM 28.63 million. On the other hand, the implied value of RHM is RM 89.07 million based on the six-month volume weighted average market price of RHM's holding in PUCF Shares and PUCF Warrants as traded on the ACE Market up to and including 3 August 2015 and the cash balance in RHM. The Board notes that the aforementioned total market capitalisation of RHM is at a significant discount of 67.85% to the implied value of RHM.

The Company has not undertaken any equity fund raising via issuance of new Ordinary Shares or other securities in the Company since its admission to AIM on 26 September 2008.

The Company has, based on unaudited management accounts, estimated cash reserves available to RHM of approximately RM 17.6 million as at 31 December 2015, which is already lower than the amount for the RM 28 million subscription pursuant to the Irrevocable Undertaking in respect of the PUCF Rights Issue of which the merits have been elaborated earlier. After the Company participates in the PUCF Rights Issue and if the Company is to remain quoted on AIM, the Company would need to incur additional borrowings to defray the significant recurring expenses to maintain its Ordinary Shares trading on AIM. Therefore, the Board is of the firm view that the costs involved in maintaining its Ordinary Shares trading on AIM far outweigh any benefits in return and is therefore no longer supportable.

8. Effect of cancellation of admission of the Ordinary Shares to trading on AIM

Market for the Company's Ordinary Shares

If the admission of the Ordinary Shares to AIM is cancelled, then the Ordinary Shares will cease to be traded on AIM. However Shareholders will still own their Ordinary Shares. One of the principal effects of cancellation of the admission of the Ordinary Shares to trading on AIM is that there would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM or any other recognised market or trading exchange.

Following cancellation of the admission of the Ordinary Shares to trading on AIM Shareholders will no longer have the opportunity to realise their investment via the Exchange and the underlying liquidity in the Ordinary Shares will be equivalent to that of a private limited company.

Cessation of Applicability of the AIM Rules for Companies

Shareholders should also be aware that the Company will no longer be bound by the AIM Rules for Companies following cancellation of admission of the Ordinary Shares to trading on AIM. As a consequence, investors will not be able to benefit from certain of the protections provided by the AIM Rules. For example, the Company will no longer be required to announce material events or transactions (including related party transactions) and certain previously prescribed corporate governance procedures may not be adhered to by the Company in the future. Shareholder approval will also not be required for reverse takeovers and/or fundamental changes in the Company's business. The Company would also no longer be required to have a nominated adviser, nor be required to retain a broker.

However, if and notwithstanding the cancellation of the admission of the Ordinary Shares to trading on AIM, the Directors intend to:

· hold an annual general meeting and, when required, other general meetings, in accordance with applicable statutory requirements and the articles of association of the Company;

· make available to all Shareholders an annual report and the Company's annual financial statements; and

· maintain an "investor relations" section on the Company's website at www.redhot.asia providing information on any significant events or developments in which Shareholders may be interested. Shareholders should, however, be aware that there will be no obligation on the Company to update this section of the website as is presently required under the AIM Rules.

Takeover regulation

The Company is incorporated in the Cayman Islands and as the Company is not resident in the UK, Channel Islands or the Isle of Man, the Company is therefore not subject to the City Code on Takeovers and Mergers and this will not change due to the cancellation of admission of the Ordinary Shares to trading on AIM. The laws of the Cayman Islands do not contain equivalent legislation to the Takeover Code, nor do they contain any other takeover regime having equivalent effect.

Cayman Islands company law

Following cancellation of admission of the Ordinary Shares to trading on AIM, the Company would remain subject to the relevant provisions of Cayman Islands company law and the Company's memorandum and articles of association, which contain various provisions for the protection of minority shareholders and mandates shareholder approval for certain matters, including the issue of new shares on a pre-emptive basis.

In accordance with Cayman Islands company law, the Directors would also continue to be subject to various fiduciary duties in relation to the Company. No changes are currently proposed to be made to the Company's memorandum and articles of association.

Trading in the Ordinary Shares after Cancellation

The Board believes that RMIL's continued participation in the PUCF Rights Issue is important and is worth pursuing, even if this ultimately contributes towards the cancellation of admission of the Ordinary Shares to trading on AIM. If the admission of the Ordinary Shares to trading on AIM is cancelled, although the Ordinary Shares will remain transferable, they will no longer be tradeable on AIM and there will be no formal trading facility or mechanism in place for Shareholders to buy and sell Ordinary Shares.

Depositary Interests

Following cancellation of admission of the Ordinary Shares to trading on AIM, the Company's CREST facility via depositary interests will continue to remain available for the time being, however, the Company will review these arrangements at regular intervals to consider whether they remain cost-effective and in the best interests of shareholders as a whole.

9. Extraordinary General Meeting

You will find at the end of this Document a Notice of Extraordinary General Meeting to be held at the Company's head office at 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 9.00am (Malaysian time) on 29 February 2016.

At the Extraordinary General Meeting the following ordinary resolutions will be proposed to Shareholders:

· Resolution 1 which is, inter alia, to provide RHM with authority to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully set out in the Notice;

· Resolution 2 which is, inter alia, to provide the Directors with authority to take all steps that they deem fit, expedient and/or appropriate in order for RHM to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully are set out in the Notice;

· Resolution 3 which is, inter alia, to provide the Directors with authority to approve any documents, agreements and other matters relating or incidental to RHM's participation in the PUCF Rights Issue in order for RHM to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully set out in the Notice;

It is emphasised that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the current suspension of trading in the Ordinary Shares on AIM. Unless there are changes in prevailing circumstances, it is expected that the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. UK time on 5 February 2016 regardless of the passing of the Resolutions at the forthcoming EGM. As at the date of this document, the Board does not expect there to be any changes to the prevailing circumstances. It is emphasised that this Document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

10. Action to be taken by Shareholders

A Form of Proxy is enclosed for use in connection with the EGM. Whether or not you intend to be present at the EGM, Shareholders are requested to complete, sign and return the Form of Proxy to the Company's head office at 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, as soon as possible but in any event so as to arrive not later than 9.00 a.m. (Malaysian time) on 27 February 2016. The completion and return of a Form of Proxy will not preclude you from attending the meeting, or speaking and voting in person should you subsequently wish to do so and in such event, the instrument appointing a proxy shall be deemed to be revoked.

In the case of holders of Depositary Interests representing Ordinary Shares, a Form of Instruction must be completed in order to appoint Computershare Company Nominees Limited, the Custodian, to vote on the holder's behalf at the Meeting. To be valid, a completed and signed Form of Instruction (and any power of attorney or other authority under which it is signed or a notarially certified or office copy of such power of attorney) must be deposited at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by 10.00 a.m. (UK time) on 25 February 2016.

Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 10.00 a.m. (UK time) on 25 February 2016.

10. 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% of the current issued share capital of the Company.

FINANCIAL INFORMATION ON PUCF

The following financial information on PUCF has been reproduced, without amendment, from the Reports and Accounts of PUCF.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

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 Document are UK times unless otherwise stated.

These times and dates are indicative only.

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise:

**ENDS**