APX Apex Resources Inc

Further to the announcement made by Asia Packaging Group Inc. (TSX VENTURE:APX)
(the "Company") on June 7, 2012, the Company is pleased to announce that it has
executed a Share Purchase Agreement (the "Purchase Agreement") to acquire the
operating business of Yuanxing Package (China) Co., Ltd. ("Yuanxing China")
through the acquisition (the "Acquisition") of all of the issued and outstanding
share capital of Jiayuan Investment Ltd. ("Jiayuan"). Jiayuan is a BVI holding
company that owns all of the issued and outstanding share capital of Yuanxing
Holding (Hong Kong) Ltd. ("Yuanxing HK"), which owns all of the issued and
outstanding share capital of Yuanxing China. 


The terms of the Purchase Agreements were different from the letter of intent
(the "LOI") that the Company announced on June 6, 2012. Under the Purchase
Agreement, 




--  the Company will only purchase Jiayuan, Yuanxing HK and Yuanxing China
    and not Yuanxing Package (Suzhou) Co., Ltd. (which was originally
    contemplated in the LOI);
      
--  The purchase price of Yuanxing HK and Yuanxing China will be $48
    million, payable as follows:
      
    --  issuance, at closing, of 60,000,000 shares of the Company at a
        deemed price of $0.40 per share for payment and satisfaction of $24
        million at the closing time;
          
    --  payment of cash of $6 million at closing;
          
    --  a note payable to the vendors in the face amount of $18 million,
        which is subject to adjustments as described below, to be paid on
        the date that is one year after the closing date, which obligation
        will be evidenced by delivery of a promissory note of the Company;
          
    --  if the net income of Yuanxing China for the fiscal year ending
        December 31, 2012, as presented in its audited financial statements,
        is lower than RMB 80,000,000, the $18 million payable by the Company
        will be reduced by the amount that is equal to the Canadian dollar
        equivalent of the difference between (a) the net income of Yuanxing
        China for the fiscal year ending December 31, 2012 and (b) RMB
        80,000,000.
          
--  Completion of the proposed acquisition of Yuanxing HK and Yuanxing China
    will NOT be conditioned on any concurrent financing by the Company. The
    Company will pay the cash portion of the purchase price from the cash it
    currently has in its treasury; and
      
--  The Company will not make any changes to its current Board of Directors
    or members of management. 



Given the above payment terms and given that the acquisition no longer includes
Yuanxing Suzhou, this Acquisition no longer represent a Reverse Takeover
transaction as defined under Policy 5.2 of the TSX Venture Exchange (the
"Exchange"). However, the Exchange has requested that the Company obtain
approval of the Acquisition from disinterested shareholders and a sponsorship
report for the Acquisition. The Company is currently working with Canaccord
Genuity Corp. on the sponsorship report and also plans to obtain shareholders'
approval by way of written consents from those shareholders who are unaffiliated
with Mr. Wenge Hong, the Chairman, CEO and a director of the Company, and the
vendors. Completion of the Acquisition is subject to, among other conditions,
the following conditions: 




1.  the receipt of all necessary regulatory, corporate and third party
    approvals, including the approval of the Exchange, and compliance with
    all applicable regulatory requirements and conditions in connection with
    the Acquisition; and
      
2.  the receipt of approval from disinterested shareholders of the Company. 



The closing date of the Acquisition is scheduled to be 10 business days
following the satisfaction or waiver of the condition precedents contained in
the Purchase Agreement, but in any event no later than December 31, 2012, or
such later date as mutually agreed upon by the Company and Yuanxing Packaging.


About Yuanxing China 

Yuanxing China manufactures and markets a variety of retail/shopping bags and
packaging products to the Chinese market from its manufacturing facilities in
Quanzhou, Fujian Province. Based on IFRS audited financial statements, Yuanxing
China had financial results as follows:




                           12 months ended  12 months ended  12 months ended
(Canadian $000)                 31/12/2011       31/12/2010       31/12/2009
                          ---------------- ---------------- ----------------
Revenues                            49,380           27,583           18,372
Gross Profit                        16,336            7,694            3,760
Net Income                          10,761            4,546            2,047



A full set of audited financial statements for Yuanxing China will be available
as part of the Business Acquisition Report to filed by the Company for the
Acquisition. 


About Asia Packaging Group Inc. 

Asia Packaging Group, through its wholly-owned subsidiaries in the People's
Republic of China ("PRC"), is in the business of manufacturing packaging
products and services to the food and pharmaceutical industries in China. The
Company operates a 38,000 square meter plant located in Yichun City, Jiangxi
Province in PRC.


This news release contains certain statements that may be deemed "forward
looking statements". Forward looking statements are statements that are not
historical facts and are generally, but not always, identified by the words
"expects,", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although the Company believes
the expectations expressed in such forward looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results may differ materially from those in forward looking
statements. Forward looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are made. The
Company undertakes no obligation to update these forward looking statements,
except as required by law, in the event that management's beliefs, estimates or
opinions, or other factors, should change.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Asia Packaging Group
Robert Wilson
Vice President
416-666-4005
ewccorp@me.com

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