Gelonghui August 24?Asia Resources (00899.HK) announced that on August 23, 2023, Donghui Group Limited as a buyer (a direct wholly-owned subsidiary of the company), Chuangshi Financial Group Limited as a seller, and these target companies entered into such agreements with these guarantors accordingly. The seller conditionally agrees to sell Sale share A (equivalent to all issued share capital of Target Company A) and Sale share B (equivalent to 73.1% of issued share capital of Target Company B) as well as shareholder loan.

Upon completion of the restructuring of these target companies and their subsidiaries, Target Company A will indirectly hold the Jiuyuan Project in China through Hunan Chenxi and Jiuyuan Mining, while Target Company B will indirectly hold the Jinhao Project in China through Hunan Hongjia and Jinhao Mining. The total consideration payable by the purchaser in respect of these acquisitions is HK $200 million. The Purchaser will settle the consideration of approximately HK $156.8 million by issuing an acceptance note and the remaining sum of HK $43.1664 million by allocating and issuing approximately 187.7 million consideration shares at the issue price of HK $0.23 per consideration share.

Target company A (Yongyi Investment Holdings Limited) is an investment holding company registered in the British Virgin Islands, whose main asset is the entire equity interest of Hunan Chenxi. Hunan Chenxi will hold the entire equity interest of Jiuyuan Mining upon completion of the restructuring. Jiuyuan Mining owns the Jiuyuan project. The Jiuyuan project, owned by Jiuyuan Mining, is located in Zhenyuan County, Pu'er City, Yunnan Province. The Jiuyuan project has a mining license, covers an area of 0.9844 square kilometers, and has lead and zinc as mineral resources. The Jiuyuan project began infrastructure construction in 2003 and carried out small-scale mining activities until 2013. From 2014 to 2016, due to the contraction of the international and domestic metal markets, the mine did not carry out normal mining activities. The Jiuyuan project will mine 45330 tons of ore between 2017 and 2021. Since China adopted strict epidemic control measures in 2022, no mining activities have been carried out in 2022 and 2023.

Target company B (Yongming Investment Holdings Co., Ltd.) is an investment holding company registered in the British Virgin Islands, whose main assets are the entire equity of Hunan Hongjia. Hunan Hongjia will hold all the equity of Jinhao Mining after the completion of the restructuring. Jinhao Mining owns the Jinhao project. The Jinhao project, owned by Jinhao Mining, is located in Zhenyuan County, Pu'er City, Yunnan Province. Jinhao project is a mineral resources project, with an exploration license, an area of 7.31 square kilometers, mineral resources for lead, copper and silver. The Jinhao project has a history of exploration, but no history of exploitation. Jiuyuan Project and Jinhao Project are located in the mineralization-rich area of Pu'er City, which have the opportunity to expand the exploration and mining boundaries and greatly increase the reserves of lead, zinc, copper, silver and other minerals and deposits.