Proposed Disposal of RHIC

15 December 2014

Resource Holding Management Limited

("RHM" or the "Company")

Proposed disposal of RedHot Media International (China) Co Ltd

The Board of RHM notes the announcement by PUC Founder (MSC) Berhad ("PUCF") of its intention to dispose of its interest in RedHot Media International (China) Co Ltd . A copy of the announcement is set out below. RHM holds 512,721,106 shares in PUCF representing 57.44 per cent. of PUCF's current issued share capital.

PUCF announcement:

PUC FOUNDER (MSC) BERHAD ("PUCF" OR "COMPANY")

DISPOSAL OF SHARES IN REDHOT MEDIA INTERNATIONAL (CHINA) CO LTD

Introduction

The Board of Directors of PUCF wishes to announce that RH Media Group Sdn Bhd ("RHMG" or "Vendor"), an indirect wholly owned subsidiary of PUCF, had on 10 December 2014, entered into a conditional sale of shares agreement ("SSA") to dispose of its entire equity interest comprising 146,790 shares of United States Dollar ("USD") 1.00 each in RedHot Media International (China) Co Ltd ("RHIC") ("Sale Shares") to Liu Ning ("Purchaser") for a cash consideration of USD146,790 ("Disposal Consideration") ("Disposal").

This announcement is made pursuant to Rule 9.19(25) of ACE Market Listing Requirements of Bursa Malaysia Securities Berhad.

Upon completion of the Disposal, RHIC will cease to be a subsidiary of RHMG.

Details of the Disposal

· Rationale for the Disposal

The Disposal is part of the restructuring and re-alignment of the existing businesses exercise of the PUCF group of companies ("PUC Group"). In addition, RHIC incurred a net loss of Renminbi ("RMB") 720,948 (or equivalent of RM372,153) for the financial year ended ("FYE") 31 December 2013. The Board of Directors of PUCF does not expect RHIC to positively contribute to the earnings of PUCF Group moving forward.

· Basis of Disposal Consideration

The Disposal Consideration of USD146,790 (or equivalent to RM496,517) was based on commercial terms and arrived at on a willing-buyer willing-seller basis after taking into consideration the capital invested in RHIC of approximately USD146,790 (or equivalent to RM447,500) on 22 September 2008 and net loss of RHIC for the FYE 31 December 2013 amounting to RMB720,948 (or equivalent to RM372,153).

· Utilisation of Proceeds

The Disposal Consideration is expected to be fully utilised for the working capital of PUCF Group within 12 months from the date of completion of the Disposal.

· Assumption of Liabilities

There are no other liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Disposal.

Information on RHIC

RHIC is a private limited company incorporated in the People's Republic of China ("PRC"). Its total paid-up capital is USD146,790.

RHIC is principally involved in designing, releasing and providing advertising agency services, organising cultural and art exchanges as well as corporate branding consultancy and dealing of arts and crafts.

A summary of RHIC's audited financial statements for the past three (3) financial years up to FYE 31 December 2013 is set out below:

Information on the Purchaser

Liu Ning, female, aged 29, is a PRC national bearing PRC Passport No. G47594347.

Salient Terms and Conditions of the SSA

The completion of the SSA is subject to the approval of the SSA by the Foreign Trade & Economy Commission of the PRC.

Default and Termination

In the event that the Vendor or the Purchaser shall refuse, fail and/or neglect to complete the sale and purchase transaction contemplated under the SSA or shall breach any material term or condition of the SSA, then the party not in default will be entitled to either:

(a) terminate the SSA by notice in writing to the party in default, and shall be entitled to claim reasonable damages, losses, costs, expenses or outgoings (including legal, accountants and consultants' advisory fees) incurred in entering into the SSA; or

(b) complete the SSA, in which case the remedy of specific performance of the SSA shall be available to that party, without any prejudice to that party's rights to claim from the party in breach or default any damages, losses, costs, expenses or outgoings arising out of such breach or failure to complete.

Financial Effects

The Disposal will not have any effect on the share capital and substantial shareholders' shareholdings of PUCF.

The Disposal is not expected to have any material effect on the earnings and earnings per share, NA per share and gearing of the PUCF Group for the financial year ending 31 December 2014.

Approvals Required

The Disposal is not subject to the approval of the shareholders of PUCF.

However, the SSA is subject to approval of the Foreign Trade & Economy Commission of the PRC.

Directors' and Major Shareholders' Interests

None of the directors and/or major shareholders of PUCF and/or persons connected to them have any interest, direct or indirect, in the Disposal.

Statement by Directors.

The Board of Directors of PUCF is of the opinion that the Disposal is in the best interest of PUCF.

Estimated Time Frame for Completion

Barring any unforeseen circumstances, and subject to all relevant approvals being obtained, the Disposal is expected to be completed by the 2nd quarter of 2015.

For further information, please contact: