Almana Limited — Capital/Financing Update 2017

Mar 14, 2017

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.

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IR RESOURCES LIMITED 同仁資源有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8186)

SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTION

Reference is made to the announcement of IR Resources Limited (the “ Company ”) dated 22 February 2017 (the “ Announcement ”) in relation to the Loan. Unless otherwise defined, capitalized terms used in this announcement shall have the same meaning as defined in the Announcement.

The Company wishes to provide further information as set out below to the shareholders of the Company in relation to the Loan:

1. As disclosed in the Announcement, the Borrower sought shareholders’ loans from all its shareholders as working capital for business development of the Borrower Group. The Loan will be financed from the Group’s existing cash on hand (and not from the proceeds raised from the placing of new shares of the Company which was completed on 23 February 2017 and detailed in the announcements of the Company dated 8 and 23 February 2017). The shareholders’ loans provided by the respective shareholders of the Borrower (including the Loan) are proportional to the shareholding of the respective shareholders of the Borrower, unsecured, non-interest bearing and repayable upon demand subject to the consent of all shareholders. The Loan is provided by the Group to the Borrower under terms that are no less favourable than the shareholders’ loans provided by the other shareholders of the Borrower. Therefore, the Directors are of the view that the terms of the Loan Agreement are fair and reasonable.

2. Provision of the shareholders’ loan to the Borrower is expected to strengthen the financial position and support the development of the Borrower Group and the Group, as a shareholder, would benefit from the enhanced financial performance of the Borrower Group. In such consideration, the Group is of the view that the non-interesting bearing Loan represents the Group’s long term investment in the Borrower and is of normal commercial terms.

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1. The Borrower as a private company has limited options in raising funds, which mainly consist of shareholders’ loan and share subscription. The Group, as a minority shareholder of the Borrower with 17.5% shareholding, would risk its shareholding being diluted if the Borrower decides to issue new shares to other shareholders or new investors. Therefore, provision of the Loan by the Company to the Borrower in line with the loans provided by the other shareholders holding in aggregate 82.5% equity interest of the Borrower (being Jun Yang Financial Holdings Limited and GET Holdings Limited) would be important in maintaining the Company’s interest in the Borrower and for the business development of the Group. In view of the above, the Directors consider that the entering into of the Loan Agreement is in the interest of the Company and its shareholders as a whole. Save for the acquisition of 17.5% issued share capital of the Borrower by the Group from Jun Yang Financial Holdings Limited, which was completed on 18 October 2016 (as detailed in the announcements of the Company dated 13 and 18 October 2016), the Group did not have any past relationship with any of the other shareholders of the Borrower.

By Order of the Board of IR Resources Limited Chan Ching Hang Chairman

Hong Kong, 14 March 2017

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Chan Ching Hang and Mr. Zeng Lingchen; and three independent non-executive Directors, namely Mr. Hong Bingxian, Mr. Hung Kenneth and Ms. Pang King Sze, Rufina.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at http://www.irresources.com.hk.

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