Nov 29, 2012. /Lesprom Network/. Further to the announcement made by Asia Packaging Group Inc. (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, as the company said in the press release received by Lesprom Network. 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: 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 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.