G-Resources Group Limited — AGM Information 2002

Nov 4, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of Credit Card DNA Security System (Holdings) Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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CREDIT CARD DNA SECURITY SYSTEM (HOLDINGS) LIMITED 信用卡防盜系統（控股）有限公司 *

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

TOGETHER WITH

PROPOSED GENERAL MANDATES TO ISSUE

AND

TO REPURCHASE SHARES

A notice convening an annual general meeting of the Company to be held at 10:00 a.m. on Wednesday, 27th November 2002, at Harbour View Rooms 3 & 4, 3/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong is set out on pages 9-12 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of the proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

* The Chinese name is for identification purpose only

31 October 2002

DEFININTIONS

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

• “Annual General Meeting”

The annual general meeting of the Company to be held at Harbour View Rooms 3&4, 3/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on 27th November 2002 at 10:00 a.m.

• “Board”

• the board of directors of the Company

• “Company”

• Credit Card DNA Security System (Holdings) Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong Dollars

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 30 October 2002, being the latest practicable date for ascertaining certain information for inclusion in this circular

• “Listing Rules”

• Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” The authority to the Directors to exercise all the powers of the Company to repurchase Shares of the Company in the terms set out in ordinary resolution 6 in the notice convening the Annual General Meeting

• “SDI Ordinance”

• The Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong)

• “Share(s)” ordinary shares of HK$0.01 each in the capital of the Company

• “Share Issue Mandate”

General authority to the Directors to allot and issue shares in the terms set out in ordinary resolutions 5 and 7 in the notice convening the Annual General Meeting

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DEFININTIONS

“Shareholder(s)” The shareholders of the Company “Takeover Code” The Hong Kong Code on Takeovers and Mergers “The Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE CHAIRMAN

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CREDIT CARD DNA SECURITY SYSTEM (HOLDINGS) LIMITED 信用卡防盜系統（控股）有限公司 *

(Incorporated in Bermuda with limited liability)

Executive Directors: Wong Kam Fu (Chairman) Wong Hoi Keung (Managing Director) Wong Kam Wing Wang Zhao Bin Zhao Hua Lew Mon Hung

Independent Non-executive Directors: Ha Ping Lau Mun Chiu

Registered Office: Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda

Principal Place of Business 11/F., Tai Sang Bank Building 130 Des Voeux Road Central Hong Kong

31 October 2002

To Shareholders

Dear Sirs or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

1. At the special general meeting of the Company held on 19th April 2002, ordinary resolutions were passed giving general mandates to the Directors (i) to allot, issue and otherwise deal with new shares with an aggregate nominal amount not exceeding 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution and the nominal amount (up to a maximum of 10 per cent. of the aggregate nominal amount of the Company’s then issued share capital) of any Shares repurchased by the Company; and (ii) to exercise the powers of the Company to repurchase Shares the aggregate nominal amount of which does not exceed 10 per cent. of the aggregate nominal amount of the then issued share capital of the Company (the “Existing General Mandates”). As at the Latest Practicable Date, no Shares have been repurchased and 38,000,000 Shares have been allotted, issued or otherwise dealt with pursuant to the Existing General Mandates.

* The Chinese name is for identification purpose only

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LETTER FROM THE CHAIRMAN

1. Under the provisions of the Listing Rules, the Existing General Mandates shall lapse at the conclusion of the next annual general meeting of the Company. New general mandates to issue Shares and repurchase Shares as set out in the notice of the Annual General Meeting, will be proposed at the Annual General Meeting. With reference to the new general mandates, the Directors wish to state that they have no immediate plans to repurchase any existing Shares or to issue any new Shares pursuant to the relevant mandates.

2. The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed voting decision on the relevant resolution.

ANNUAL GENERAL MEETING

Annual General Meeting of the Company will be held at Harbour View Rooms 3 & 4, 3/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong at 10:00 a.m. on Wednesday, 27th November 2002, whereat resolutions regarding the general mandates to issue Shares and to repurchase Shares will be proposed. Notice of the Annual General Meeting is setting out on pages 9 to 12 of this circular.

There is enclosed a form of proxy for use at the Annual General Meeting. Whether or not Shareholders intend to be present at the Meeting, they are requested to complete the form of proxy and return it to the Company’s Share Registrars in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Meeting. Completion and delivery of the form of proxy will not prevent Shareholders from attending, and voting at the Meeting it they so wish.

RECOMMENDATION

The Directors consider that the granting of the Repurchase Mandate and the Share Issue Mandate are in the best interests of the Company and its Shareholders and so recommend Shareholders to vote in favour of the resolutions at the Annual General Meeting.

Yours faithfully Wong Kam Fu Chairman

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid-up securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its own securities.

(a) Shareholders’ Approval

The Listing Rules provide that all on-market securities repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for the purpose and in accordance with the applicable laws and regulations of Bermuda, the Memorandum of Association and Bye-laws of the Company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the number of shares of the Company in issue was 5,136,334,165. On the basis of such figures the Directors would be authorised to repurchase shares of HK$0.01 each of the Company up to a limit of 513,633,416 Shares.

3. REASONS FOR REPURCHASE

The Directors believe that the proposed Repurchase Mandate is in the best interests of the Company and its shareholders. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, result in the increase in net assets value per share and/or earnings per share. The Directors are seeking grant of a general mandate to repurchase securities to give the Company the flexibility to do so if and when appropriate. The number(s) and class(es) of securities to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

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EXPLANATORY STATEMENT

APPENDIX

4. FUNDING OF REPURCHASES

Repurchases may be made out of funds which are legally available for such purpose in accordance with the memorandum of association and the bye-laws of the Company and the laws of Bermuda. It is envisaged that the funds required for any repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funded legally available for the purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company compared with that as at 30 June 2002, being the date of the Company’s last audited accounts. However, the Directors do not intend to make any repurchases in circumstances that would have a material adverse impact on the working capital or gearing of the Company.

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rule and the applicable laws of Bermuda.

No connected persons (as defined in the Listing Rules) of the Company or any of their associates has notified the Company that he has a present intention to sell any securities to the Company nor has any such connected person undertaken not to sell any of the securities held by him to the Company in the event that the Repurchase Mandate is granted by Shareholders.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their Associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by Shareholders of the Company.

6. TAKEOVER CODE

A repurchase of securities by the Company may result in an increase in the proportionate interests of a substantial shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, and according to the register of substantial shareholders’ interests maintained pursuant to the SDI Ordinance, Win Channel Investments Limited and Sheung Hai Developments Limited, which held approximately 38.8% and 32.8% of the issued share capital of the Company respectively, were controlling shareholders holding more than 30 per cent. of the issued share capital of the Company. In the event that the Directors should exercise the proposed Repurchase Mandate in full, the shareholdings of Win Channel

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EXPLANATORY STATEMENT

APPENDIX

Investments Limited and Sheung Hai Developments Limited in the Company would be increased to approximately 43.1% and 36.4% respectively of the issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under Rule 26 and 32 of the Code but will also reduce the amount of Shares held by the public to less than 25 per cent. of the total issued share capital of the Company. The Directors have no intention to repurchase Shares to such extent which will result in an obligation to make a mandatory offer under Rule 26 and 32 of the Takeover Code and to reduce the public shareholding to less than 25%.

7. SHARE REPURCHASES MADE BY THE COMPANY

No purchase has been made by the Company of its shares in the six months prior to the date of this circular.

8. SHARE PRICES

The highest and lowest prices at which Shares of the Company have traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date are as follows:-

		Shares
	Highest		Lowest
	(HK$)		(HK$)
October 2001	0.400		0.400
November 2001	0.400		0.400
December 2001	0.146		0.108
January 2002	0.128		0.097
February 2002	0.085		0.057
March 2002	0.360		0.106
April 2002	0.260		0.172
May 2002	0.249		0.100
June 2002	0.155		0.087
July 2002	0.111		0.061
August 2002	0.074		0.055
September 2002	0.067		0.023

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EXPLANATORY STATEMENT

APPENDIX

9. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

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NOTICE OF ANNUAL GENERAL MEETING

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CREDIT CARD DNA SECURITY SYSTEM (HOLDINGS) LIMITED 信用卡防盜系統（控股）有限公司 *

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Credit Card DNA Security System (Holdings) Limited (the “Company”) will be held at Harbour View Rooms 3 & 4, 3/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 27 November 2002, at 10:00 a.m. for the following purposes:-

1. To receive and consider the audited Statements of Accounts and Reports of the Directors and Auditors for the year ended 30 June 2002.

2. To re-elect Directors and to authorise the Board of Directors to fix their remuneration.

3. To re-appoint Auditors and to authorise the Board of Directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:-

(A) “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

* The Chinese name is for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; and

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company,

shall not exceed 20 per cent. of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of the Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or stock exchange in any territory outside Hong Kong).”

(B) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by The Securities and Futures Commission of Hong Kong and the Stock Exchange under The Hong Kong Code on Share Repurchases (“Recognised Stock Exchange”) and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time or that of any other Recognised Stock Exchange, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate of the nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ THAT conditional upon the passing of the Resolutions Nos. 4(A) and 4(B) as set out in the notice of this Meeting, the general mandate granted to the directors of the Company (“Directors”) to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution No. 4(A) above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4(B) above, provided that such amount shall not exceed 10 per cent. of the aggregate of the nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.”

By order of the Board Tam Pui Ling, Elaine Company Secretary

Hong Kong, 29 October 2002

Notes:

• I. Any member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

• To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Registrars in Hong Kong, Secretaries Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

• The Register of Members of the Company will be closed from 25 November 2002 to 27 November 2002, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the Annual General Meeting convened by the above notice, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Registrars in Hong Kong, Secretaries Limited, at 5th Floor, Wing on Centre, 111 Connaught Road Central, Hong Kong not later than 4:00 p.m. on Friday 22 November 2002 for registration.

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