PUCF results for period ended 30/09/2015

27 November 2015

Resource Holding Management Limited

("RHM" or the "Company")

PUCF results for period ended 30/09/15

The Board of RHM (AIM:RHM) notes the announcement made today by PUCF Founder (MSC) Berhad ("PUCF") regarding PUCF's unaudited financial results for the third quarter ended 30 September 2015.

RHM's wholly owned subsidiary, RedHot Media International Limited ("RMIL"), currently holds 443,168,402 ordinary shares in PUCF which represents 41.58% of PUCF's issued share capital, and 36,215,840 warrants to subscribe for new PUCF shares.

PUCF's announcement is reproduced below:

PUC FOUNDER (MSC) BERHAD

(Company No: 451734-A)

(Incorporated in Malaysia)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THIRD QUARTER ENDED 30 SEPTEMBER 2015

(The Unaudited Condensed Consolidated Statement of Comprehensive Income should be read

in conjunction with the Audited Financial Statements for the financial year ended 31 December 2014 and the accompanying explanatory notes attached to the interim financial statements)

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PUC FOUNDER (MSC) BERHAD

(Company No: 451734-A)

(Incorporated in Malaysia)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2015

* The cost of investments in associates are less than RM1,000.

(The Unaudited Condensed Consolidated Statement of Financial Position should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2014 and the accompanying explanatory notes attached to the interim financial statements)

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 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THIRD QUARTER ENDED 30 SEPTEMBER 2015

 (The Unaudited Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2014 and the accompanying explanatory notes attached to the interim financial statements) Page 3/9

PUC FOUNDER (MSC) BERHAD

(Company No: 451734-A)

(Incorporated in Malaysia)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THIRD QUARTER ENDED 30 SEPTEMBER 2015

(The Unaudited Condensed Consolidated Statement of Cash Flows should be read

in conjunction with the Audited Financial Statements for the financial year ended 31 December 2014 and the accompanying explanatory notes attached to the interim financial statements)

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PUC FOUNDER (MSC) BERHAD

(Company No: 451734-A)

(Incorporated in Malaysia)

UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE THIRD QUARTER ENDED 30 SEPTEMBER 2015

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD ENDED ("FPE") 30 SEPTEMBER 2015

A. EXPLANATORY NOTES

A1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The interim financial statements are unaudited and have been prepared in accordance with the Malaysian Financial Reporting Standards ("MFRS") 134 - Interim Financial Reporting issued by the Malaysian Accounting Standards Board and Chapter 9, Part K Rule 9.22 and Appendix 9B of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities").

The interim financial statements should be read in conjunction with the audited financial statements of PUC Founder (MSC) Berhad ("PUCF") and its subsidiaries ("Group") for the financial year ended 31 December 2014 and the accompanying explanatory notes attached to this interim financial report.

A2 Changes in Accounting Policy

The accounting policies and methods of computation adopted by the Group in these unaudited condensed consolidated financial statements are consistent with those of the annual audited financial statements for the financial year ended 31 December 2014.

The adoption of the following MFRS that came into effect on 1 January 2015 did not have any significant impact on the unaudited condensed consolidated financial statements upon their initial application.

Amendments to MFRS 119 Defined Benefits Plans: Employee Contribution

Annual Improvements to MFRSs 2010 - 2012 Cycle

Annual Improvements to MFRSs 2011 - 2013 Cycle

A3 Audit report of preceding annual financial statements

There were no audit qualifications to the annual audited financial statements of the Group for the financial year ended 31 December 2014.

A4 Seasonal or cyclical factors

The business operations of the Group were not significantly affected by seasonal or cyclical factors during the financial period under review.

A5 Unusual items affecting assets, liabilities, equity, net income or cash flows

Save for the following, there were no unusual items affecting assets, liabilities, equity, net income or cash flows of the Group for the current financial quarter and financial period-to-date under review :-

a) The Group has provided allowance of RM0.4 million for impairment on its trade receivables during the current financial quarter.

A6 Material changes in estimates

Not applicable as there were no estimates reported by PUCF in the prior financial years.

A7 Debt and equity securities

On 7 October 2015, the Group had announced that all the outstanding Employees' Share Option Scheme ("ESOS") options granted pursuant to the ESOS has been cancelled upon mutual agreement with the respective ESOS option holders.

A8 Dividends

There were no dividends declared or paid in the current financial quarter under review.

A9 Segmental information

The Group's segmental revenue and profit/(loss) after taxation for the financial period under review is as follows:-

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A10 Valuation of property, plant and equipment

The Group has not carried out valuation on its property, plant and equipment reported in the current financial quarter under review.

A11 Capital commitments

The Group does not have any material capital commitments in respect of property, plant and equipment as at the end of the current financial quarter under review.

A12 Material events subsequent to the end of the quarter

The following are the material events subsequent to the current financial quarter under review :-

(i) On 4 August 2015, the Company announced the proposed rights issue of ICULS diversification of the existing business of PUCF Group to include the provision of energy utility services.

On 12 October 2015, the Company announced the revised Proposed renounceable Rights Issue of Irredeemable Convertible Unsecured Loan Stocks ("ICULS") with Warrants into the Proposed Rights Issue of ICULS with Warrants as follows:

The revision entailed the proposed renounceable rights issue of up to RM83,901,476.75 nominal value of three (3)-year, 4%, ICULS at 100% of the nominal value of RM0.05 each on the basis of twenty eight (28) RM0.05 nominal value of the Rights ICULS for every twenty (20) existing PUCF Shares held by the entitled shareholders of PUCF on an entitlement date to be determined later together with up to 419,507,384 Warrants-B on the basis of seven (7) Warrants-B for every twenty eight (28) Rights ICULS subscribed.

A13 Changes in the composition of the Group

(i) On 10 December 2014, RH Media Group Sdn. Bhd. entered into a conditional sale of shares agreement to dispose of its entire equity interest in Redhot Media International (China) Co Ltd, a wholly-owned subsidiary company of PUCF, for a cash consideration of USD146,790. As at the date of this report, the completion of this agreement is subject to the approval of the Foreign Trade & Economy Commission of The People's Republic of China.

(ii) On 24 June 2015, Redhot Media International (Shanghai) Co Ltd, an indirect wholly-owned subsidiary of PUCF, commenced a member's voluntary winding-up in accordance with the laws of The People's Republic of China. The winding-up is part of the restructuring and re-alignment of the existing business exercise of PUCF and the voluntary winding-up process is still on going as at the date of this report.

(iii) On 21 August 2015, the Group announced that MaxGreen Energy Sdn Bhd (formerly known as Ausscar Group Sdn Bhd), a wholly-owned subsidiary of PUCF, entered into a sale of shares agreement for the disposal of its entire equity interest comprising 70,000 shares of RM1.00 each in Ausscar Academy Sdn Bhd ("AASB"), representing 70% of the equity interest in AASB, to Ching Lye Peng and Yap Moy Moy ("Disposal of AASB"). Subsequently on 28 August 2015, the Company announced for the completion of Disposal of AASB.

(iv) On 1st September 2015, the group reorganised its group structure by acquiring the entire equity interest in Founder Qube Sdn Bhd , RedHot Media Sdn Bhd and EPP Solution Sdn Bhd, a wholly-owned subsidiary of PUCF for a total consideration of RM7.19 million. Subsequently, Red Media Asia Ltd disposed its wholly owned subsidiary Founder Energy Sdn Bhd (formerly known as Redhot Media Group Sdn Bhd) to Founder Energy Global Limited (formerly known as RedHot Media (HK) Limited) for a total consideration of RM9.32 million.

Following the Internal Reorganisation, Founder Qube Sdn Bhd, RedHot Media Sdn Bhd and EPP Solution Sdn Bhd becomes a wholly-owned subsidiary of PUCF and Founder Energy Sdn Bhd (formerly known as Redhot Media Group Sdn Bhd) becomes a wholly-owned subsidiary of Founder Energy Global Limited (formerly known as RedHot Media (HK) Limited). The Internal Reorganisation does not result in any gain or loss at the Group level.

(v) On 23 September 2015, the Group has announced a newly incorporation wholly-owned subsidiary, namely Ausscar Technology Sdn. Bhd. ("ATSB") with the principal activities of e-commerce and software development for financial related services. ATSB has an authorised capital of RM400,000 comprising 400,000 ordinary shares of RM1.00 each and an issued and paid-up capital of RM2.00.

(vi) On 8 October 2015, the Group has announced that its wholly-owned subsidiary, Face ID Worlwide Sdn Bhd has changed its name to Maxgreen Energy 2 Sdn Bhd with effective on 7 October 2015.

(vii) On 15 October 2015, the Group has announced that its wholly-owned subsidiary, Redhot Media (HK) Limited has changed its name to Founder Energy Global Limited with effect from 13 October 2015.

A14 Contingent liabilities and contingent assets

There were no contingent liabilities or contingent assets for the current financial quarter under review.

A15 Significant related party transactions

Save as disclosed below, there were no other related party transactions for the current quarter financial year under review:-

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B. ADDITIONAL INFORMATION REQUIRED PURSUANT TO THE ACE MARKET LISTING REQUIREMENTS OF BURSA SECURITIES

B1 Review of performance

The Group recorded a revenue of RM5.1 million and profit before taxation of RM0.6 million for the current quarter as compared to revenue of RM9.2 million and profit before taxation of RM3.1 million in the preceding year quarter corresponding quarter. The lower revenue was mainly due to decreased revenue contribution from biometric division. In addition, the Group's financial performance was also affected by global economic uncertainties, which include current slower market conditions such as huge depreciation impact on Ringgit Malaysia.

The Group's profit before taxation for the current quarter was RM0.6 million as compared to RM3.1 million in the preceding year quarter corresponding quarter was mainly due to the decrease in profit contributions from biometric and advertising and media segments in the current quarter.

The Group's revenue for the current quarter is RM5.1 million as compared to RM7.2 million in the preceding quarter. The decrease of RM2.1 million or 29% in revenue was mainly due to the decrease in revenue from advertising & media by approximately RM2.5 million and was partially off-set by slight increase in biometrics & electronics publishing by approximately RM0.4 million.

The Group's profit before taxation for the current quarter was RM0.6 million as compared to RM0.4 million profit before taxation in the preceding quarter mainly due to slight decrease in operating costs in current quarter.

B3 Prospects

The Group expects lower revenue contribution from its existing businesses for FYE2015, as compared to FYE2014, as a result of the global economic uncertainties, which include current slower market conditions such as the huge depreciation impact on Ringgit Malaysia.

However, the Board remains cautiously optimistic on the prospects of the Group's businesses in view that it had embarked on enhancing its revenue stream with the addition of the renewable energy business.

Further the Group has also revived the growth and development of its financial services business units which is expected to contribute positively to the Group in 2016.

B4 Profit forecast or profit guarantee

The Group has not issued or disclosed in any public documents any profit forecast or profit guarantee for the current financial quarter under review.

B5 Taxation

The effective tax rates of the Group for the current financial quarter and financial period to date were lower than the statutory tax rate of 25%. This was mainly due to certain subsidiaries of PUCF, namely EPP Solution Sdn Bhd and RedHot Media Sdn Bhd, which were granted pioneer status and are exempted from taxation, as well as PUCF's subsidiaries established in British Virgin Islands, namely i.e. AllChina.cn Ltd and Red Media Asia Ltd, which are also not subject to taxation.

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B6 Status of corporate proposals

Save as disclosed below, there is no other outstanding corporate proposal which has been announced but not yet completed as at the date of this announcement:

As disclosed in A12, on 12 October 2015, the Company announced the revision would entail the proposed renounceable rights issue of up to RM83,901,476.75 nominal value of three (3)-year, 4%, ICULS at 100% of the nominal value of RM0.05 each on the basis of twenty eight (28) RM0.05 nominal value of the Rights ICULS for every twenty (20) existing PUCF Shares held by the Entitled Shareholders of PUCF on an Entitlement Date to be determined later together with up to 419,507,384 Warrants-B on the basis of seven (7) Warrants-B for every twenty eight (28) Rights ICULS subscribed.

Status of utilisation of proceeds from Private Placement

The status of the utilisation of proceeds arising from the Private Placement as at 6 November 2015 is as follows:-

B10 Earnings per share

a. Basic earnings per share

The basic earnings per share of the Group is calculated by dividing the profit after taxation for the period by the weighted average number of shares is as follows:-

b. Diluted earnings per share

The diluted earnings per share of the Group is calculated by dividing the profit after taxation for the period by the weighted average number of ordinary shares plus the weighted average number of ordinary shares that would be issued on the conversion of convertible securities into ordinary shares is as follows:-