Requisition of Extraordinary General Meeting

16 December 2015

Resource Holding Management Limited

("RHM", the "Company" or the "Group")

Requisition of Extraordinary General Meeting

The Board of RHM (AIM:RHM) announces that on 15 December 2015 the Company received a letter from Innokiosk Technologies Sdn Bhd and Santerno Investments Limited  (the "Requisitioners") regarding a purported requisition for RHM to convene an extraordinary general meeting of the Company (the "General Meeting") to propose resolutions to seek to approve RHM's participation in the rights issue by PUCF Founder (MSC) Berhad ("PUCF") of three year 4% irredeemable convertible unsecured loan stock with warrants (collectively the "Proposed PUCF Rights Issue").

The Requisitioners' letter further informed the Company that the Requisitioners are the beneficial holders of a total of 5,601,696 ordinary shares in the capital of the Company, which represents 11.60% of the Company's issued ordinary share capital.

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, as well as 36,215,840 warrants to subscribe for new PUCF shares. As announced on 12 October 2015, RMIL has, inter alia, provided PUCF with a binding irrevocable undertaking to subscribe for RM 28 million in the Proposed PUCF Rights Issue (the "Irrevocable Undertaking"). Further details regarding the background to the Proposed PUCF Rights Issue can be found in the announcements made by the Company dated 11 December 2015, 9 December 2015, 6 November 2015, 28 October 2015, 12 October 2015, 11 September 2015 and 10 August 2015. 

Due to the size of the Irrevocable Undertaking in relation to RHM, the entering into of the Irrevocable Undertaking by RHM was classified as a reverse takeover under the AIM Rules for Companies (the "Reverse Takeover"). The AIM Rules for Companies require that completion of RHM's participation in the Proposed PUCF Rights Issue is, amongst other things, conditional upon the publication of an AIM admission document containing a notice of general meeting of the Company, and also subject to the approval of the Company's shareholders at such general meeting. 

Trading in RHM's ordinary shares on AIM was suspended on 4 August 2015 and will remain suspended pending: i) the publication of the AIM admission document containing a notice of general meeting seeking shareholder approval; or (ii) an announcement being made regarding the Proposed PUCF Rights Issue not proceeding.

In any event, if the suspension of trading in the Company's ordinary shares on AIM is not lifted within six months of the suspension the admission of the Company's ordinary shares to AIM will be cancelled. 

It is emphasised that, unless an AIM admission document containing a notice of general meeting of the Company is published in advance, the passing of resolutions at any General Meeting in the nearer-term future as contemplated by the Requisitioners' letter, will not lead to a lifting of the suspension of trading in the Company's ordinary shares on AIM.

The Board is currently seeking advice in relation to the validity of the purported requisition under Cayman Islands' law. Under Cayman Islands' law the General Meeting needs to be convened within 21 days of the receipt of the notice of requisition (i.e. by 5 January 2016 assuming the requisition has been validly served).  Since it is expected that the General Meeting will be convened in the absence of an AIM admission document, then the Company would need to convene a further general meeting at the point of an AIM admission document being published.  

However, whilst the Board is committed to RMIL's participation in the Proposed PUCF Rights Issue, as contemplated under the Irrevocable Undertaking, the Board is currently evaluating the merits of RHM performing a Reverse Takeover to effect RMIL's participation in the Proposed PUCF Rights Issue, in light of, in the Board's opinion, the significant expenses, complexity and timeline associated with RHM's subscription in the Proposed PUCF Rights Issue constituting a Reverse Takeover. 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 not provide any material additional information on PUCF which shareholders of RHM would not already know, as PUCF is not a new investment to RHM but an existing investment. Moreover, PUCF is listed on Bursa Malaysia Securities Berhad ("Bursa Malaysia") and is required to ensure continued disclosure of all material information on a timely basis and such disclosures are already easily accessible by RHM shareholders also.

Furthermore, the Board is cognisant that the price of RHM's ordinary shares as traded on AIM since January 2014, at the time of the completion of the transaction with PUCF, has been at a significant discount to the implied value of RHM's investment in PUCF (based on the price of PUCF's ordinary shares as traded on Bursa Malaysia) and that RHM itself has not undertaken any equity fund raising via issuance of new ordinary shares / securities in RHM since its admission to the AIM market on 26 September 2008. In addition the Board is cognisant of the significant expenses and management time associated with the Company maintaining the AIM listing.

As a consequence the board of RHM are evaluating the rationale for RHM to maintain the AIM listing. As announced on 14 December 2015, the Proposed PUCF Rights Issue is subject, inter alia, to regulatory approvals in Malaysia and the estimated timeframe for the completion of this transaction for PUCF is during Q1 2016.

For reference, a copy of the proposed resolutions being put to shareholders by the Requisitioners has been extracted in full below:

1. IT IS RESOLVED as an ordinary resolution that authority be given to RHM Ltd ("RHM"), and its subsidiary RedHot Media International Limited ("RHI"), wholly-owned subsidiaries of the Company, to subscribe for the entitled rights issue of irredeemable convertible unsecured loan stock (the "Rights Issue ICULS") of up to an aggregate of Ringgit Malaysia Twenty Eight million, RM28 million based on the issue price of RM0.05 per Rights Issue ICULS in the capital of PUC Founder (MSC) Berhad ("PUCF") (the "Minimum Fundraise"), and of any participation in amendments to the Minimum Fundraise that may be made until completion of the issuance of the rights issue by PUCF (collectively, the "Subscription Authority") and that the Company approve the Subscription Authority.

2. IT IS RESOLVED as an ordinary resolution that in relation to the Subscription Authority, authority be and is hereby given to any director of the Company to take such steps and to execute, sign, deliver and perform, all such documents as he (they) may deem fit, expedient and/or appropriate, for an on behalf of the Company.

3. IT IS RESOLVED as an ordinary resolution that, without limiting the circumstances specified above, any director (in the name of or on behalf of the Company) is hereby authorised to approve any documents, agreements and other matters relating or incidental to the Subscription Authority and is appointed with full authority in relation to doing, approving, authorising, delivering and executing (under hand, seal or as a deed) all such acts, matters, deeds, documents and other matters as it considers to be necessary or desirable for the purpose of or in connection with these resolutions, the transactions contemplated by the Subscription Authority, the performance by the Company of its obligations under each of the Subscription Authority including, without limitation, such further documents, deeds, confirmations, certificates, notices, communications, letters, undertakings, announcements, acknowledgements or other things (whether of a like nature or not) as any director may consider necessary or desirable in connection with the Subscription Authority or related or incidental to the transactions contemplated thereunder (the "Ancillary Documents"), and the directors hereby approve, confirm and ratify, in all respects, all actions, executions and deliveries taken or made by any director in the name or on behalf of the Company in connection therewith.

The Company will make further announcements at the appropriate time.

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