G-Resources Group Limited — Board/Management Information 2014

Sep 15, 2014

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.

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 495 and 642 (Preference Shares))

(I) REDESIGNATION OF A DIRECTOR

(II) APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

(III) LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

The Board announces that Dr. Oung Shih Hua, James has been redesignated from a nonexecutive Director to an executive Director with effect from 11 September, 2014, and Professor Huang Weizong Martin has been appointed as an independent non-executive Director with effect from 11 September, 2014. The Board has also re-constituted the audit committee, the remuneration committee and the nomination committee.

REDESIGNATION OF A DIRECTOR

The board (the “Board”) of directors (the “Directors”) of Paladin Limited (the “Company” and its subsidiaries, collectively the “Group”) announces that Dr. Oung Shih Hua, James (“Dr. Oung”) has been redesignated from a non-executive Director to an executive Director with effect from 11 September, 2014. Please refer to the section headed “APPOINTMENT OF CHAIRMAN” in the announcement of the Company dated 2 September, 2014 for the biographical details of Dr. Oung.

Dr. Oung is a director of each of Cityguard Holdings Limited, Five Star Investments Limited, Basurto Holdings Limited, and a shareholder and director (appointed on 22 July, 2014) of Goldenfield Equities Limited.

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Cityguard Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Five Star Investments Limited, legally and beneficially owns 42.92% of the issued ordinary shares (the “Ordinary Shares”) of the Company.

Five Star Investments Limited, a company incorporated in the British Virgin Islands with limited liability and a subsidiary of Basurto Holdings Limited, holds a further 11.45% of the issued Ordinary Shares in trust for Cityguard Holdings Limited.

The shares in Basurto Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, are held by Dr. Oung’s uncle, Mr. Oung Da Ming on trust for the estate of Dr. Oung’s deceased grandmother, Ms. Oung Chin Liang Fung (as to 67%) and Dr. Oung’s aunt, Ms. Lilian Oung (as to 33%).

Goldenfield Equities Limited, a company incorporated in the British Virgin Islands with limited liability, owns 3.15% of the issued Ordinary Shares and 12.75% of the issued preference shares (the “Preference Shares”) of the Company. Its ultimate beneficial shareholders are Mr. Chen Te Kuang Mike who owns 40% of its issued shares, his mother Ms. Lilian Oung who owns 40% of its issued shares and Dr. Oung who owns 20% of its issued shares.

Dr. Oung is interested or deemed to be interested in 7,000,000 Ordinary Shares and 2,500,000 Preference Shares within the meaning of Part XV of the Securities and Future Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”).

Save as disclosed above, Dr. Oung has not held any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas and holds no other positions with the Company or other members of the Group.

No service contract has been entered into between Dr. Oung and the Company in relation to his appointment. The emoluments of Dr. Oung will be determined by the remuneration committee of the Company by reference to his duties and responsibilities with the Company. After the emoluments are agreed, the Company will enter into a service contract with Dr. Oung. Dr. Oung currently has no fixed terms of service with the Company and is subject to retirement by rotation and re-election at the next following general meeting of the Company in accordance with the Bye-laws of the Company. Further announcement(s) will be made upon the fixing of the terms of employment or appointment and emoluments of Dr. Oung by the Company.

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To the best knowledge of the Directors, save as disclosed above, Dr. Oung has no relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company (as such terms are defined in the Rules Governing the Listing of Securities (the “Listing Rules”) of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”)) and is not interested or deemed to be interest in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Dr. Oung has confirmed that there is no other information relating to him that needs to be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules or matters that need to be brought to the attention of the shareholders of the Company in relation to the redesignation.

APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that Professor Huang Weizong Martin (“Professor Huang”) has been appointed as an independent non-executive Director with effect from 11 September, 2014. Set out below are the biographical details of Professor Huang who was appointed as an independent non-executive Director.

Professor Huang, aged 53, first joined the Group in 2012. Professor Huang obtained a Doctorate of Philosophy in Chinese and Comparative Literature from Washington University, United States of America in 1991. He is currently a professor of Department of East Asian Languages and Literatures in the University of California, Irvine, United States of America. Professor Huang was also the Department Chair of the Department of East Asian Languages and Literatures in the University of California, Irvine, United States of America from 2008 to 2011.

Professor Huang was an independent non-executive Director from 28 June, 2012 but was purportedly removed from office on 19 May, 2014. To avoid any confusion as to his status he was formally re-appointed on 11 September, 2014.

Save as disclosed above, Professor Huang has not held any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas and holds no other positions with the Company or other members of the Group.

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No service contract has been entered into between Professor Huang and the Company in relation to his appointment. The emoluments of Professor Huang will be determined by the remuneration committee of the Company by reference to his duties and responsibilities with the Company. Professor Huang currently has no fixed term of service with the Company and is subject to retirement by rotation and re-election at the next following general meeting of the Company in accordance with the Bye-laws of the Company. Further announcement(s) will be made upon the fixing of the terms of employment or appointment and emoluments of Professor Huang by the Company.

To the best knowledge of the Directors, save as disclosed above, Professor Huang has no relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company (as such terms are defined in the Listing Rules of the Stock Exchange) and is not interested or deemed to be interest in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Professor Huang has confirmed that there is no other information relating to him that needs to be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules or matters that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to express its warmest welcome to Professor Huang in joining the Board.

LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

The members of the Board with effect from 11 September, 2014 are set out below:

Executive Director

Dr. Oung Shih Hua, James (Chairman)

Non-executive Directors

Mr. Chan Chi Ho

Mr. Yuen Chi Wah

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Independent non-executive Directors

Mr. Kwok Wai Chi Professor Huang Weizong Martin Mr. Zhu Pei Qing

Reference is made to announcement of the Company dated 2 September, 2014. The Board has re-constituted the audit committee, the remuneration committee and the nomination committee in compliance with Rule 3.10(1), 3.11, 3.21, 3.23, 3.25 and 3.27 of the Listing Rules. The details of the current membership of these committees are set out below:

Audit committee Remuneration committee Nomination committee Mr. Kwok Wai Chi (Chairman) Mr. Kwok Wai Chi (Chairman) Dr. Oung Shih Hua, James (Chairman) Professor Huang Weizong Martin Professor Huang Weizong Martin Professor Huang Weizong Martin Mr. Chan Chi Ho Dr. Oung Shih Hua James Mr. Kwok Wai Chi Mr. Zhu Pei Qing

By order of the board of directors of Paladin Limited Oung Shih Hua, James Chairman

Hong Kong, 15 September, 2014

As at the date of this announcement, the Chairman and executive Director of the Company is Dr. Oung Shih Hua, James; the two non-executive Directors of the Company are Mr. Yuen Chi Wah and Mr. Chan Chi Ho; and the independent non-executive Directors of the Company are Mr. Zhu Pei Qing, Mr. Kwok Wai Chi and Professor Huang Weizong Martin.

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