Elife Holdings Limited — Capital/Financing Update 2015

Nov 2, 2015

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.

SINO RESOURCES GROUP LIMITED (carrying on business in Hong Kong as Sino Gp Limited) 神州資源集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

COMPLETION OF SUBSCRIPTION FOR NEW SHARES UNDER THE GENERAL MANDATE

Reference is made to the announcement of Sino Resources Group Limited (the “ Company ”) dated 23 October 2015 in relation to the Subscription (the “ Announcement ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that the Condition Precedent to the Subscription under the Subscription Agreement has been fulfilled and the Completion took place on 2 November 2015. Pursuant to the Subscription Agreement, an aggregate of 30,000,000 Subscription Shares have been allotted and issued to the Subscriber at the Subscription Price of HK$0.169 per Subscription Share. The Subscriber is named Yao Juanjuan (姚娟娟), who is a PRC resident and a merchant.

The net proceeds from the Subscription, after deducting related expenses of the Subscription, is approximately HK$5,054,000.

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SHAREHOLDING STRUCTURE

The table below sets out the shareholding structures of the Company immediately before and after the Completion:

	Immediately before	Immediately before		Immediately after	Immediately after
Shareholder	the Completion			the Completion
		Approximate			Approximate
	Number	shareholding		Number	shareholding
	of Shares	percentage	(%)	of Shares	percentage (%)
Mr. Gao Feng_(Note 1)_	178,000,000		4.56	178,000,000	4.53
Mr. Li Du_(Note 2)_	20,000,000		0.51	20,000,000	0.51
Public
– Subscriber	–		–	30,000,000	0.76
– Others	3,703,130,400	94.93		3,703,130,400	94.20
Total	3,901,130,400	100.00		3,931,130,400	100.00
Notes:

1. Mr. Gao Feng, being an executive Director, is beneficially interested in the entire issued share capital of ACE Channel Limited, which holds 178,000,000 Shares as at the date of this announcement.

2. Mr. Li Du, being a non-executive Director, has personal interest in 13,000,000 Shares and family interest through his spouse in 7,000,000 Shares as at the date of this announcement.

By Order of the Board Sino Resources Group Limited (carrying on business in Hong Kong as Sino Gp Limited) Chow Chi Fai Company Secretary

Hong Kong, 2 November 2015

As at the date of this announcement, the executive Directors are Mr. Zhang Xiaobin, Mr. Gao Feng and Mr. Chiu Sui Keung, the non-executive Directors are Ms. Geng Ying, Mr. Shao Zili and Mr. Li Du and the independent non-executive Directors are Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen.

• For identification purposes only

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