G-Resources Group Limited — Capital/Financing Update 2004

Mar 1, 2004

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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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)

ANNOUNCEMENT

The Board has noted the recent increase in the price and trading volume of the Shares and wishes to state that it has also been informed by Sheung Hai, the single largest shareholder of the Company, that it has acquired 500,000,000 Shares on 27th February, 2004, resulting in an increase in its shareholding interest in the Company to 27.40%.

The Board of directors (the “Board”) of Credit Card DNA Security System (Holdings) Limited (the “Company”) has noted the recent increase in the price and trading volume of the shares of the Company. The Board also refers to the announcement of the Company dated 24th February, 2004 (the “Announcement”) regarding the Placing of a total of 1,400,000,000 new Shares to three independent parties. Capitalised terms used herein have the same meanings as defined in the Announcement unless otherwise specified.

The Board wishes to state that it has been informed by Sheung Hai Developments Limited (“Sheung Hai”), the existing single largest shareholder of the Company, that it has acquired 500,000,000 Shares on 27th February, 2004 (the “Share Acquisition”). In addition, since the date of the Announcement, 750,000,000 Shares have been issued by the Company upon the exercise of the conversion rights attaching to the convertible bond (the “CB”) issued by the Company on 4th July, 2001. A further of 238,500,000 Shares have been issued by the Company upon the exercise of the subscription rights attaching to the options granted by the Company pursuant to the share option scheme adopted on 11th April, 1994, of which 10,000,000 Shares have been issued to Sheung Hai and its associates.

So far as is known to, or could be ascertained after reasonable enquiry by, the directors of the Company, the shareholding structures of the Company before and after the Share Acquisition are as follows:

Shareholding asat the date of theAnnouncementSheung Hai and its associates_(Note 1)_1,702,991,543Ming Sang Finance Limited1,097,103,848Yim Sang (holder of the CB)347,000,000The First Placee–The Second Placee–The Third Placee–Other public shareholders3,942,004,774Total7,089,100,165	Shareholdingbefore the Share%Acquisition24.021,712,991,54315.481,097,103,8484.89901,500,000––––––55.614,366,004,774100.008,077,600,165	Shareholdingafter the ShareAcquisition butbefore completion%of the Placing21.212,212,991,54313.581,097,103,84811.16901,500,000––––––54.053,866,004,774100.008,077,600,165	Shareholding%after the Placing27.402,212,991,54313.581,097,103,84811.16901,500,000–1,000,000,000–300,000,000–100,000,00047.863,866,004,774100.009,477,600,165	%23.3511.579.5110.553.171.0640.79
				100.00

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Note 1: Sheung Hai is wholly and beneficially owned by Mr. Wong Kam Fu, the Chairman.

The Placing has not been completed as at the date of this announcement.

The directors of the Company confirm that save as disclosed above, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, nor is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. The directors of the Company also confirm that a press conference was held on 27th February, 2004. The purpose of the press conference was to introduce the First Placee to the media and no price sensitive information has been released or disclosed in the press conference.

This statement is made by the order of the Board, the directors of which individually and jointly accept responsibility for the accuracy of this announcement.

By order of the Board Wong Hoi Keung Managing Director

Hong Kong, 27th February, 2004

• For identification purpose only

“Please also refer to the published version of this announcement in The Standard”

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