VOLUNTARY ANNOUNCEMENT: DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HONG KONG RESOURCES HOLDINGS COMPANY LIMITED ࠰ಥ༟๕છٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability and carrying on business in Hong Kong as HKRH China Limited)

(Stock code: 2882)

VOLUNTARY ANNOUNCEMENT:

DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF

THE TARGET COMPANY

THE DISPOSAL

The Board is pleased to announce that on 16 March 2021 (after trading hours), the Purchaser and the Vendor, a wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement, pursuant to which the Purchaser has agreed to acquire and the Vendor has agreed to sell the Sale Share, representing the entire issued share capital of the Target Company, at the cash Consideration of HK$10,000.

Upon Completion, the Target Company will cease to be a subsidiary of the Company and the Company will cease to have any interest in the Target Company. The financial results of the Disposal Group will no longer be consolidated into the consolidated financial statements of the Group following Completion.

This is a voluntary announcement made by the Company to keep the Shareholders and potential investors of the Company informed of the Group's latest business development.

THE DISPOSAL

The Board is pleased to announce that on 16 March 2021 (after trading hours), the Purchaser and the Vendor, a wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement, pursuant to which the Purchaser has agreed to acquire and the Vendor has agreed to sell the Sale Share.

The principal terms of the Sale and Purchase Agreement are set out below:

The Sale and Purchase Agreement

Date:	16 March 2021
Parties:
(1) Vendor:	Brand New Management Limited
(a wholly-owned subsidiary of the Company)
(2) Purchaser:	Asian Meet Limited

As at the date of this announcement, to the best of the Directors' knowledge, information and belief having made reasonable enquiries, the Purchaser is an Independent Third Party.

Assets to be disposed of

Pursuant to the Sale and Purchase Agreement, the Purchaser has agreed to acquire and the Vendor has agreed to sell the Sale Share, being one (1) ordinary share, representing the entire issued share capital in the Target Company.

Consideration

The Consideration for the sale and purchase of the Sale Share is HK$10,000 and shall be payable by the Purchaser (or its nominee) to the Vendor (or its nominee) in cash on Completion.

The Consideration was determined between the Vendor and the Purchaser after arm's length negotiation and on normal commercial terms, with reference to (i) the current and future prospects of the Disposal Group; (ii) the financial position of the Disposal Group; and (iii) the benefits to the Group from the Disposal as described under the section headed "Reasons for and benefits of the Disposal" below.

In view of the above, the Directors consider that the Consideration is fair and reasonable and the Sale and Purchase Agreement is on normal commercial terms and is fair and reasonable, and the entering into of the Sale and Purchase Agreement is in the interest of the Company and the Shareholders as a whole.

Completion

Completion shall be taken place within 1 business day upon the signing of the Sale and Purchase Agreement.

Upon Completion, the Target Company will cease to be a subsidiary of the Company and the Company will cease to have any interest in the Target Company. The financial results of the Disposal Group will no longer be consolidated into the consolidated financial statements of the Group following Completion.

INFORMATION ABOUT THE DISPOSAL GROUP

The Disposal Group consists of (i) the Target Company, (ii) Dian Guo BVI, (iii) Dian Guo HK, (iv) Dian Guo PRC, (v) Jin Song Shu HK, (vi) Jin Song Shu PRC, and (vii) Jin Yin Feng PRC.

As at the date of this announcement, the shareholding structure of the Disposal Group is as follows:

Target Company

(BVI)

100%	100%
Dian Guo BVI	Jin Song Shu HK
(BVI)	(HK)
100%	100%
Dian Guo HK	Jin Song Shu PRC
(HK)	(PRC)
100%	100%
Dian Guo PRC	Jin Yin Feng PRC
(PRC)	(PRC)

The Target Company is a company incorporated in the BVI with limited liability, and is principally engaged in investment holding.

Dian Guo BVI is a company incorporated in the BVI with limited liability, and is principally engaged in investment holding. Dian Guo HK is a company incorporated in Hong Kong with limited liability, and is principally engaged in investment holding. Dian Guo PRC is a company established in the PRC with limited liability, and is principally engaged in investment holding.

Jin Song Shu HK is a company incorporated in Hong Kong with limited liability, and is principally engaged in investment holding. Jin Song Shu PRC is a company established in the PRC with limited liability, and is principally engaged in wholesale and subcontracting of gold and jewellery. Jin Yin Feng PRC is a company established in the PRC with limited liability, and is principally engaged in wholesale and subcontracting of gold and jewellery.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Company is an investment holding company. The Group is principally engaged in trademark licensing and retailing for gold and jewellery products in Hong Kong, Macau and Mainland China.

The wholesale and subcontracting of gold and jewellery business of the Disposal Group had been suspended since July 2019 and the Disposal Group has no operation since then. Considering that the Group had to incur costs and expenses for the maintenance of the Disposal Group despite it having ceased operations, from a cost saving perspective of the Group, the Directors are of the view that the Disposal is in the interests of the Company and the Shareholders as a whole.

As such, the Directors consider that the terms of the Sale and Purchase Agreement are fair and reasonable, and the Disposal is in the interests of the Company and the Shareholders as a whole.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"	the board of Directors
"BVI"	British Virgin Islands
"Company"	Hong Kong Resources Holdings Company Limited, a company
incorporated in Bermuda with limited liability, the issued shares
of which are listed on the Main Board of the Stock Exchange
(stock code: 2882)
"Completion"	completion of the Disposal in accordance with the terms of the
Sale and Purchase Agreement
"Consideration"	the consideration payable by the Purchaser for the Disposal in
accordance with the terms of the Sale and Purchase Agreement
"Dian Guo BVI"	Dian Guo Investment Development Limited, a company
incorporated in the BVI with limited liability, which is wholly-
owned by the Target Company
"Dian Guo HK"	Dian Guo Industrial Development Limited, a company
incorporated in Hong Kong with limited liability, which is
wholly-owned by Dian Guo BVI
"Dian Guo PRC"	Shenzhen City Dian Guo Industrial Co., Ltd.# (ଉέ̹๗਷ྼ
ุϞࠢʮ̡), a company established in the PRC with limited
liability, which is wholly-owned by Dian Guo HK
4

"Director(s)"	director(s) of the Company
"Disposal"	the proposed disposal of the Sales Share by the Vendor to the
Purchaser pursuant to the Sale and Purchase Agreement
"Disposal Group"	the Target Company and its subsidiaries
"Group"	the Company and its subsidiaries
"Hong Kong" or "HK"	the Hong Kong Special Administrative Region of the PRC
"Independent Third Party(ies)"	independent third party(ies) who is(are) not connected with the
Company and its connected persons (as defined in the Listing
Rules)
"Jin Song Shu HK"	Jin Song Shu Gold & Jewellery Limited, a company incorporated
in Hong Kong with limited liability, which is wholly-owned by
the Target Company
"Jin Song Shu PRC"	Maoming City Jin Song Shu Gold & Jewellery Co., Ltd.# (߱Τ
̹ږཽؒږვमᘒϞࠢʮ̡), a company established in the PRC
with limited liability, which is wholly-owned by Jin Song Shu
HK
"Jin Yin Feng PRC"	Shenzhen Jin Yin Feng Jewellery Co., Ltd.# (ଉέږვᔮमᘒϞ
ࠢʮ̡), a company established in the PRC with limited liability,
which is wholly-owned by Jin Song Shu PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" or "Mainland China"	the People's Republic of China, which for the purpose of
this announcement, excludes Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
"Purchaser"	Asian Meet Limited
"Sale and Purchase Agreement"	the sale and purchase agreement dated 16 March 2021 entered
into between the Purchaser and the Vendor relating to the
Disposal
"Sale Share"	one (1) ordinary share with par value of US$1.00 in the issued
share capital of the Target Company, representing the entire
issued share capital of the Target Company
5

"Share(s)"	ordinary share(s) of HK$0.04 each in the share capital of the
Company
"Shareholder(s)"	holder(s) of the issued Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target Company"	Joyrise Ventures Limited, a company incorporated in the BVI
with limited liability, which is wholly-owned by the Vendor prior
to Completion
"Vendor"	Brand New Management Limited, a company incorporated in
the BVI with limited liability, which is wholly-owned by the
Company
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"US$"	United States dollar(s), the lawful currency of the United States
of America
"%"	per cent.
Hong Kong, 16 March 2021

By order of the Board of

Hong Kong Resources Holdings Company Limited

Mr. Li Ning

Chairman

# The English transliteration of the Chinese names in this announcement, where indicated, is included for information only, and should not be regarded as the official English names of such Chinese names.

As at the date of this announcement, the Board comprises Mr. Li Ning (Chairman) and Ms. Dai Wei as executive Directors; Mr. Hu Hongwei as non-executive Director; and Dr. Loke Yu alias Loke Hoi Lam, Mr. Fan, Anthony Ren Da and Mr. Chan Kim Sun as independent non-executive Directors.