Hong Kong Resources : Announcements and Notices - Connected Transaction Sale of Platinum

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)

CONNECTED TRANSACTION

SALE OF PLATINUM

THE AGREEMENT

The Board is pleased to announce that on 2 January 2019 (after trading hours), 3D-GOLD Enterprises, a non-wholly owned subsidiary of the Company, entered into the Agreement with Luk Fook Guangzhou pursuant to which 3D-GOLD Enterprises agreed to sell and Luk Fook Guangzhou agreed to purchase 39,876.30 grams of Pt99.95 platinum.

The Consideration shall be RMB7,490,762.96 (equivalent to approximately HK$8,549,957), which was determined after arm's length negotiations between the parties to the Agreement with reference to the first ask price of Pt99.95 platinum quoted on the Shanghai Gold Exchange as at the date of the Agreement less RMB1.00.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CGS is a subsidiary of the Company and is owned as to 50% by each of the Company and Luk Fook, and 3D-GOLD Enterprises is a wholly owned subsidiary of CGS. As Luk Fook and Luk Fook Guangzhou are wholly owned by Luk Fook Holdings, Luk Fook and Luk Fook Guangzhou are connected persons of the Company at the subsidiary level. Accordingly, the transactions contemplated under the Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the Board has approved the Agreement and the transactions contemplated thereunder, and the independent non-executive Directors have confirmed that the terms of the transactions contemplated under the Agreement are fair and reasonable and the transactions contemplated under the Agreement are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole, the transactions contemplated under the Agreement are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but are exempted from circular, independent financial advice and shareholders' approval requirements under Rule 14A.101 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 2 January 2019, 3D-GOLD Enterprises, a non-wholly owned subsidiary of the Company, entered into the Agreement with Luk Fook Guangzhou pursuant to which the 3D-GOLD Enterprises agreed to sell and Luk Fook Guangzhou agreed to purchase 39,876.30 grams of Pt99.95 platinum.

THE AGREEMENT

The principal terms of the Agreement are as follows:

Date:

2 January 2019

Parties:

• (1) Luk Fook Guangzhou, being the purchaser

• (2) 3D-GOLD Enterprises, being the seller

Subject matters

Pursuant to the Agreement, Luk Fook Guangzhou agreed to purchase and 3D-GOLD Enterprises agreed to sell the Sale Platinum.

Consideration

The consideration for the Sale Platinum (the "Consideration") shall be RMB7,490,762.96 (equivalent to approximately HK$8,549,957), receivable in cash within 10 days upon Luk Fook Guangzhou being satisfied with its inspection of the Sale Platinum and receiving the invoice for value added tax issued by 3D-GOLD Enterprises. The Consideration represents a unit price of RMB187.85 per gram of Pt99.95 platinum.

The Consideration is determined after arm's length negotiations between the parties to the Agreement with reference to the first ask price of Pt99.95 platinum quoted on the Shanghai Gold Exchange as at the date of the Agreement less RMB1.00.

INFORMATION ON THE PARTIES

The Group is principally engaged in trademark licensing and retailing of gold and jewellery products in Hong Kong, Macau and Mainland China and wholesaling and processing of gold and jewellery products in Mainland China.

CGS is a subsidiary of the Company and is owned as to 50% by each of the Company and Luk Fook. 3D-GOLD Enterprises is a wholly owned subsidiary of CGS and is principally engaged in the retailing and franchising operations of gold and jewellery products in the PRC. The CGS Group is principally engaged in the trading and sale of gold, platinum and jewellery products in Hong Kong, Macau and other region in the PRC through retailing, licensing and e-commerce under the brand or trade names of "3D-GOLD" and " ږЇయ ".

Luk Fook and Luk Fook Guangzhou are wholly owned subsidiaries of Luk Fook Holdings. The principal activity of Luk Fook Holdings is investment holding. Its subsidiaries (including Luk Fook and Luk Fook Guangzhou) are principally engaged in the sourcing, designing, wholesaling, trademark licensing and retailing of a variety of gold and platinum jewellery and gem-set jewellery products.

REASONS FOR ENTERING INTO THE AGREEMENT

Prior to the entering into the Agreement between 3D-GOLD Enterprises and Luk Fook Guangzhou, the Company had obtained quotations from two of the Group's major business partners, one being Luk Fook Guangzhou and the other being an Independent Third Party, for their offer purchase price of the Sale Platinum. Based on the quotations, Luk Fook Guangzhou was able to offer a higher purchase price, which was calculated with reference to the first ask price of Pt99.95 platinum quoted on the Shanghai

Gold Exchange as at the date of the Agreement less RMB1.00. As the price quoted on the Shanghai Gold Exchange serves only as a reference sale price of Pt99.95 platinum at which there is no reasonably available market for the Sale Platinum and is not indicative of the actual prevailing off-market price, and that the Sale Platinum as second-hand Pt99.95 platinum can only be sold off-market, the Board is of the view that, having taken into account the quotations from the major business partners, the discount of RMB1.00 off the first ask price quoted on the Shanghai Gold Exchange is fair and reasonable. The Board considers that the sale of the Sale Platinum to Luk Fook Guangzhou can bring in revenue to the Group.

The Board (including the independent non-executive Directors) have confirmed that the terms of the transactions contemplated under the Agreement are fair and reasonable and the transactions contemplated under the Agreement are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CGS is a subsidiary of the Company and is owned as to 50% by each of the Company and Luk Fook, and 3D-GOLD Enterprises is a wholly owned subsidiary of CGS. As Luk Fook and Luk Fook Guangzhou are wholly owned by Luk Fook Holdings, Luk Fook and Luk Fook Guangzhou are connected persons of the Company at the subsidiary level. Accordingly, the transactions contemplated under the Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the Board has approved the Agreement and the transactions contemplated thereunder, and the independent non-executive Directors have confirmed that the terms of the transactions contemplated under the Agreement are fair and reasonable and the transactions contemplated under the Agreement are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole, the transactions contemplated under the Agreement are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules but are exempted from circular, independent financial advice and shareholders' approval requirements under Rule 14A.101 of the Listing Rules.

As none of the Directors has a material interest in the Agreement, none of them has abstained from voting on the resolutions proposed at the Board meeting of the Company to approve the Agreement and the transactions contemplated thereunder.

DEFINITIONS

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

"3D-GOLD Enterprises"	ږЇయྼุ೯࢝ ( ଉέ ) Ϟࠢʮ̡ (3D-GOLD Enterprises Development
(Shenzhen) Co. Ltd.), a company established in the PRC with limited
liability and a non-wholly owned subsidiary of the Company as at the
date of this announcement
"Agreement"	the sale and purchase agreement entered into between 3D-GOLD
Enterprises as seller and Luk Fook Guangzhou as purchaser on 2
January 2019 in relation to the sale and purchase of the Sale Platinum
"Board"	the board of Directors
"CGS"	China Gold Silver Group Company Limited, a company incorporated in
the British Virgin Islands with limited liability and a subsidiary of the
Company as at the date of this announcement
"CGS Group"	CGS and its subsidiaries
"Company"	Hong Kong Resources Holdings 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)
"connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
4

"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Third Party"	third parties who are independent of, and not connected with, the
Company and its connected persons
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Luk Fook"	Luk Fook 3D Management Company Limited, a company incorporated
in the British Virgin Islands with limited liability and indirectly wholly
owned by Luk Fook Holdings as at the date of this announcement
"Luk Fook Guangzhou"	ʬ၅मᘒ ( ᄿψ ) Ϟࠢʮ̡ , a company incorporated in the PRC with
limited liability and indirectly wholly owned by Luk Fook Holdings as
at the date of this announcement
"Luk Fook Holdings"	Luk Fook Holdings (International) Limited, a company incorporated in
Bermuda with limited liability and the shares of which are listed on the
Main Board of the Stock Exchange (Stock Code: 0590)
"PRC"	the People's Republic of China, for the purpose of this announcement,
excludes Hong Kong, the Macau Special Administrative Region of the
People's Republic of China and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Sale Platinum"	the 39,867.30 grams of Pt99.95 platinum to be sold by 3D-Gold
Enterprises to Luk Fook Guangzhou pursuant to the Agreement
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)"	holder(s) of the issued Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent