Almana Limited — Share Issue/Capital Change 2016

Dec 12, 2016

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.

IR RESOURCES LIMITED 同仁資源有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8186)

PROPOSED SHARE CONSOLIDATION

PROPOSED SHARE CONSOLIDATION

As described in the Circular, if the New General Mandate is approved by the independent Shareholders and that the Company conducts an equity fund raising by utilising the New General Mandate, the Company will implement a share consolidation in compliance with the GEM Listing Rules. The New General Mandate has been duly passed at the New General Mandate SGM and the Company proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares will be consolidated into one (1) Consolidated Share. The Share Consolidation will be subject to the approval of the Shareholders.

The SGM will be convened and held for the Shareholders to consider and if, thought fit, approve the Share Consolidation. A circular containing, among other things, further information on the Share Consolidation and the notice to convene the SGM will be despatched to the Shareholders on or before 23 December 2016.

The Company intends to conduct an equity fund raising by utilising the New General Mandate after the Share Consolidation is approved by the Shareholders and is implemented. However, no formal agreement on the utilisation of the New General Mandate has been entered into as at the date of this announcement and the utilisation of the New General Mandate may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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THE PROPOSED SHARE CONSOLIDATION

As described in the Circular, if the New General Mandate is approved by the independent Shareholders and that the Company conducts an equity fund raising by utilising the New General Mandate, the Company will implement a share consolidation in compliance with the GEM Listing Rules. The New General Mandate has been duly passed at the New General Mandate SGM and the Company proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares will be consolidated into one (1) Consolidated Share. Fractional Consolidated Shares, if any, arising from the Share Consolidation, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Consolidated Shares regardless of the number of share certificates held by such holder.

Effects of the Share Consolidation

Based on the 3,463,606,061 Existing Shares in issue as at the date of this announcement (and assuming that there will be no further change in the number of issued Existing Shares prior to the Share Consolidation having become effective), there will be 692,721,212 Consolidated Shares in issue after the Share Consolidation becoming effective.

The Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s bye-laws. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operation, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares which may arise.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Conditions of the proposed Share Consolidation

The Share Consolidation is conditional upon the following:

• (i) the passing of the necessary resolution(s) by the Shareholders to approve the Share Consolidation at the SGM; and

• (ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Consolidated Shares to be issued.

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Subject to the above conditions, it is expected that the Share Consolidation will become effective on Friday, 13 January 2017, which is the next day immediately following the date of SGM on which Shares are traded on the Stock Exchange.

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the proposed Share Consolidation taking effect.

BOARD LOT SIZE

The Existing Shares are traded in the Stock Exchange in the board lot size of 20,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 20,000 Consolidated Shares.

EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Consolidation having become effective, Shareholders may, from Friday, 13 January 2017 to Wednesday, 22 February 2017 (both days inclusive), submit share certificates of the Existing Shares to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, in exchange, at the expense of the Company, for new share certificates for the Consolidated Shares. Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate of the Existing Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever number of certificates cancelled/issued is higher. With effect from Thursday, 23 February 2017, trading will only be in the Consolidated Shares in the form of new share certificates and the existing share certificates of the Shares will cease to be valid for trading and settlement purpose. Nevertheless, share certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for share certificates for the Consolidated Shares at any time.

ODD LOT ARRANGEMENT

In order to alleviate the difficulties arising from the existence of odd lots of the Shares arising from the Share Consolidation, the Company will appoint a designated broker to provide matching services for the sale and purchase of odd lots of the Shares on a best effort basis. Shareholders should note that matching of the sale and purchase of odd lots of the Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers. Further details in respect of the odd lots trading arrangement will be set out in the circular to be despatched to the Shareholders.

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EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the SGM and is therefore for indicative purpose only. All times and dates in this announcement refer to Hong Kong local times and dates.

Despatch of circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .On or before Friday, 23 December 2016 Latest time for lodging proxy form . . . . . . . . . . . . . . . . . . . . 3:30 p.m. on Tuesday, 10 January 2017 SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:30 p.m. on Thursday, 12 January 2017* Publication of poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 12 January 2017

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . .9:00 a.m. on Friday, 13 January 2017

First day of free exchange of existing share certificates . . . . . . . . . . . . . . . . Friday, 13 January 2017 for new share certificates of the Consolidated Shares

Commencement of dealings in the Consolidated Shares. . . . . . .9:00 a.m. on Friday, 13 January 2017 Original counter for trading in Shares in board lots. . . . . . . . . .9:00 a.m. on Friday, 13 January 2017 of 20,000 Shares (in the form of existing share certificates) temporarily closes

Temporary counter for trading in the Consolidated Shares. . . . .9:00 a.m. on Friday, 13 January 2017 in board lots of 4,000 Consolidated Shares (in the form of existing share certificates) opens

Original counter for trading in the Consolidated Shares in . . . .9:00 a.m. on Friday, 27 January 2017 board lots of 20,000 Consolidated Shares (in the form of new share certificates) re-opens

Parallel trading in the Consolidated Shares . . . . . . . . . . . . . . .9:00 a.m. on Friday, 27 January 2017 (in the form of new share certificates and existing share certificates) commences

Designated broker starts to stand in the market . . . . . . . . . . . .9:00 a.m. on Friday, 27 January 2017 to provide matching services for sale and purchase of odd lots of the Consolidated Shares

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Temporary counter for trading in the Consolidated Shares. . 4:00 p.m. on Monday, 20 February 2017 in board lots of 4,000 Consolidated Shares

(in the form of existing share certificates) closes

Parallel trading in the Consolidated Shares . . . . . . . . . . . . 4:00 p.m. on Monday, 20 February 2017 (in the form of new share certificates and

existing share certificates) ends

Designated broker ceases to stand in the market . . . . . . . . . 4:00 p.m. on Monday, 20 February 2017 to provide matching services for sale and purchase

of odd lots of the Consolidated Shares

Last day for free exchange of existing share certificates for . . . . . . . . Wednesday, 22 February 2017 new share certificates of the Consolidated Shares

• details of venue of the SGM will be disclosed in the Company’s circular to be despatched to the Shareholders.

Further announcement(s) will be made by the Company for changes, if any, in the expected timetable for implementation of the Share Consolidation and the trading arrangements as mentioned in this announcement.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01, the issuer is required to either change the trading method or to proceed with a consolidation of its securities. As such, the Company proposes to implement the Share Consolidation so as to comply with the relevant trading requirements under the GEM Listing Rules. The Share Consolidation will increase the trading price per board lot of the Shares and reduce the overall transaction and handling costs of dealing in the Shares, which in turn enhance the attractiveness of the Shares. In addition, the Stock Exchange has indicated that it would not consider approving any listing of any Shares and/or securities issued by the Company under its equity fund raising activities in the future if the price of the Shares is close to such extremities. Accordingly, the Directors are of the view that the Share Consolidation is in compliance with the GEM Listing Rules and is in the interest of the Company and the Shareholders as a whole.

GENERAL

The SGM will be convened and held for the Shareholders to consider and if, thought fit, approve the Share Consolidation. A circular, among other things, containing further information on the Share Consolidation and a notice to convene the SGM will be despatched to the Shareholders on or before 23 December 2016.

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The Company intends to conduct an equity fund raising by utilising the New General Mandate after the Share Consolidation is approved by the Shareholders and is implemented. However, no formal agreement on the utilisation of the New General Mandate has been entered into as at the date of this announcement and the utilisation of the New General Mandate may or may not proceed.

Shareholders and potential investors of the Company should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings, unless the context requires otherwise:

“Board”	the board of Directors
“CCASS”	the Central Clearing and Settlement System established and operated
	by HKSCC
“Circular”	the circular of the Company dated 15 November 2016
“Company”	IR Resources Limited, a company incorporated in Bermuda with
	limited liability with its issued shares listed on The Growth
	Enterprise Market of the Stock Exchange
“Consolidated Share(s)”	the ordinary share(s) of HK$0.05 each in the share capital of the
	Company after the Share Consolidation having become effective
“Directors”	the directors of the Company
“Existing Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“GEM Listing Rules”	The Rules Governing the Listing of Securities on The Growth
	Enterprise Market of the Stock Exchange
“Group”	the Company and its subsidiaries
“HKSCC”	The Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“New General Mandate”	the general mandate granted at the New General Mandate SGM to
	the Directors to allot, issue and deal with shares up to 20% of the
	issued shares of the Company as at the date of the New General
	Mandate SGM

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“New General Mandate SGM” the special general meeting of the Company held on 30 November	“New General Mandate SGM” the special general meeting of the Company held on 30 November
	2016
“SGM”	the special general meeting of the Company to be convened and
	held for the Shareholders to consider, and if thought fit, approve the
	Share Consolidation
“Shares”	the Existing Shares or the Consolidated Shares (as the context may
	require)
“Shareholder(s)”	holder(s) of issued Share(s)
“Share Consolidation”	the proposed consolidation of every five (5) issued and unissued
	Existing Shares into one (1) Consolidated Share in the share capital
	of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of the Hong Kong
“%”	percentage
	By Order of the Board of
	IR Resources Limited
	Chan Ching Hang
	Chairman

Hong Kong, 12 December 2016

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 Ms. Pang King Sze, Rufina, Mr. Hong Bingxian and Mr. Kenneth Hung.

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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