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G-Resources Group Limited Capital/Financing Update 2012

Apr 27, 2012

49648_rns_2012-04-26_7cb3aab3-bd9f-4b16-8876-9448d356e2d4.pdf

Capital/Financing Update

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TO BE VALID, THE WHOLE OF THIS APPLICATION FORM MUST BE RETURNED 本申請表格必須整份交還,方為有效

IMPORTANT 重要提示

THIS ASSURED ALLOTMENT APPLICATION FORM (THE “APPLICATION FORM”) IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW ONLY. NO APPLICATION CAN BE MADE AFTER 4:00 P.M. ON MONDAY, 14 MAY, 2012.

Please staple 本保證配額申請表格(「申請表格」)具有價值,但不可轉讓,並僅供名列下文之合資格股東使用。申請最遲須於二零一二年五月十四日(星期一)下午四時正作出。 your payment IF YOU ARE IN ANY DOUBT ABOUT THIS APPLICATION FORM, YOU SHOULD CONSULT YOUR STOCKBROKER OR OTHER LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, here PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER. 閣下對本申請表格如有任何疑問,應諮詢 閣下之股票經紀或其他持牌證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 請將股款 緊釘在此 DEALINGS IN THE SHARES OF THE COMPANY MAY BE SETTLED THROUGH THE CENTRAL CLEARING AND SETTLEMENT SYSTEM (“CCASS”) AND YOU SHOULD CONSULT YOUR STOCKBROKER OR OTHER LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER FOR DETAILS OF THESE SETTLEMENT ARRANGEMENTS AND HOW SUCH ARRANGEMENTS MAY AFFECT YOUR RIGHTS AND INTERESTS.

本公司股份之買賣可透過中央結算及交收系統(「中央結算系統」)進行交收,而 閣下應就該等交收安排之詳情及有關安排如何影響 閣下之權利及利益諮詢 閣下之股票經紀或其他持牌證券交易商、銀行經理、 律師、專業會計師或其他專業顧問的意見。

HONG KONG EXCHANGES AND CLEARING LIMITED, THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE” ) AND HONG KONG SECURITIES CLEARING COMPANY LIMITED ( “HKSCC” ) TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS APPLICATION FORM, 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 APPLICATION FORM.

香港交易及結算所有限公司、香港聯合交易所有限公司(「聯交所」)及香港中央結算有限公司(「香港結算」)對本申請表格的內容概不負責,對其準確性或完整性亦不發表任何聲明,並明確表示概不就因本申請表格全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。

SUBJECT TO THE GRANTING OF LISTING OF, AND PERMISSION TO DEAL IN, THE OPEN OFFER SHARES ON THE STOCK EXCHANGE, THE OPEN OFFER 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 OPEN OFFER 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.

待發售股份獲准於聯交所上市及買賣後,發售股份將獲香港結算接納為合資格證券,自發售股份開始於聯交所買賣的日期或香港結算釐定的其他日期起,可於中央結算系統內寄存、結算及交收。聯交所參與者之間於任何交易日進行之 交易,必須於其後第二個交易日在中央結算系統進行交收。所有於中央結算系統下進行之活動必須遵守不時之有效《中央結算系統一般規則》及《中央結算系統運作程序規則》。

TERMS USED HEREIN SHALL HAVE THE MEANINGS DEFINED IN THE OPEN OFFER OFFERING CIRCULAR OF THE COMPANY DATED 27 APRIL, 2012 UNLESS THE CONTEXT OTHERWISE REQUIRES. 除文義另有所指外,本申請表格內所採用之詞彙與本公司日期為二零一二年四月二十七日之公開發售通函所界定者具有相同涵義。

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 495 and 642 (Preference Shares)) (於百慕達註冊成立之有限公司) (股份代號:495及642(優先股))

OPEN OFFER OF ORDINARY SHARES OF Branch Share Registrars HK$0.01 EACH IN THE PROPORTION OF in Hong Kong: TWO (2) OPEN OFFER SHARES Computershare Hong Kong FOR EVERY FIVE (5) ORDINARY SHARES Investor Services Limited HELD ON THE RECORD DATE AT A SUBSCRIPTION PRICE OF Shops 1712–1716, 17th Floor HK$0.155 PER OPEN OFFER SHARE Hopewell Centre PAYABLE IN FULL ON APPLICATION IN HONG KONG DOLLARS AND 183 Queen’s Road East SUBJECT TO REFUND Wanchai Hong Kong BY NO LATER THAN 4:00 P.M. ON MONDAY, 14 MAY, 2012 香港股份過戶登記分處: 公開發售每股面值0.01港元之普通股份 香港中央證券登記有限公司 (按於記錄日期每持有五(5)股普通股份 香港 可獲配發二(2)股發售股份之比例) 灣仔 每股發售股份之認購價為0.155港元 皇后大道東183號 股款最遲須於二零一二年五月十四日(星期一)下午四時正或之前以港元繳足(可予退還) 合和中心 ASSURED ALLOTMENT APPLICATION FORM 17樓1712–1716室 保證配額申請表格

Head Office and principal place of business in Hong Kong 45th Floor, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

總辦事處及香港主要營業地點: 香港 灣仔 港灣道1號 會展廣場 辦公大樓45樓

Registered office 註冊辦事處 Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

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Application Form No.
申請表格編號
Name(s) and address of Qualifying Shareholder(s)
合資格股東姓名及地址
Identifier
識別號
Number of Shares registered in your name on Wednesday, 25 April, 2012
於二零一二年四月二十五日(星期三)登記於 閣下名下之股份數目
BOX A
甲欄
Number of Open Offer Shares in your assured allotment to you subject to payment in full on
acceptance by not later than 4:00 p.m., on Monday, 14 May, 2012
提呈予 閣下之發售股份保證配額,股款最遲須於二零一二年五月十四日(星期一)下午四時正接納時繳足
BOX B
乙欄
Amount payable on application in full in Hong Kong dollars
全數申請認購時應繳港元款項
BOX C
丙欄
Please enter in Box D the number of Open Offer Shares applied for and the amount of remittance enclosed (calculated as Application can only be made by the registered Qualifying Shareholder(s) named above. BOX D Number of Open Offer Shares applied for申請認購之發售股份數目
number of Open Offer Shares applied for multiplied by HK$0.155)認購申請僅可由上述已登記之合資格股東作出。 丁欄 Remittance enclosed隨附之股款
請於丁欄填妥所申請認購之發售股份數目及隨附之股款金額(以申請認購之發售股份數目乘以0.155港元計算) HK$
港元
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You are entitled to apply for any number of Open Offer Shares which is equal to or less than your assured allotment shown in Box B above by filling in this Application Form. Subject to as mentioned in the Open Offer offering circular, such entitlement is made available to the Shareholders whose names were on the register of members of the Company and who were Qualifying Shareholders on the basis of two Open Offer Shares for every five existing Ordinary Shares held on Wednesday, 25 April, 2012.

閣下有權透過填寫本申請表格申請認購相等於或少於上文乙欄所列 閣下獲保證配發之任何發售股份數目。在公開發售通函所述之規限下,上述配額乃按於二零一二年四月二十五日(星期三)每持有五股現有普通股份獲發兩股發售股份的基準, 向名列於本公司股東名冊並為合資格股東之股東作出。

If you wish to apply for such number of Open Offer Shares which is more than your assured allotment shown in Box B above, i.e. the excess Open Offer Shares, you should also fill in the separate Excess Application Form, and lodge it with a separate remittance for full amount payable in respect of the excess Open Offer Shares.

  • 倘 閣下擬申請認購之發售股份數目乃多於上文乙欄所列 閣下獲保證配發之發售股份數目(即額外發售股份),則 閣下亦須另行填寫額外申請表格,並連同申請認購額外發售股份所涉及之全數應繳款項之個別股款一併交回。

If you wish to apply for any Open Offer Shares and/or excess Open Offer Shares, you should complete and sign this Application Form and/or the Excess Application Form, and lodge the form(s) together with the appropriate remittance(s) for the full amount payable in respect of the Open Offer Shares and/or the excess Open Offer Shares applied for with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. All remittance(s) for application must be in Hong Kong dollars and made payable to “Paladin Limited-Open Offer Account” for Open Shares and/or made payable to

  • “Paladin Limited-Excess Application Account” for excess Open Offer Shares and crossed “Account Payee Only” and comply with the procedures set out in the page hereafter.

倘 閣下欲申請認購任何發售股份及╱或額外發售股份,請填妥及簽署本申請表格及╱或額外申請表格,並將表格連同申請認購發售股份及╱或額外發售股份涉及之全數應繳款項之足額股款,交回本公司之香港股份過戶登記分處香 港中央證券登記有限公司,地址為香港灣仔皇后大道東183號合和中心17樓1712–1716室。所有申請認購之股款必須為港元款項,並須註明抬頭人為「Paladin Limited-Open Offer Account 」以認購發售股份及╱或註明抬頭人為「Paladin Limited-Excess Application Account」以認購額外發售股份,並以「只准入抬頭人賬戶」方式劃線開出,亦須遵照後續頁所載手續行事。

PALADIN LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 495 and 642 (Preference Shares))

(於百慕達註冊成立之有限公司)

(股份代號:495及642(優先股))

To: Paladin Limited 致: Paladin Limited

Dear Sirs,

I/We, being the registered holder(s) stated overleaf of shares in Paladin Limited (the “Company”), enclose a remittance** for the amount payable in full on application for the number of Open Offer Shares at a price of HK$0.155 per Open Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/We accept that number of Open Offer Shares on the terms and conditions of the offering circular dated 27 April, 2012 and subject to the memorandum and Bye-laws of the Company and I/we hereby undertake and agree to apply for the same or any lesser number of such Open Offer Shares in respect of which this application may be made. I/We authorise the Company to place my/our name(s) on the register of members as the holder(s) of such Open Offer Shares or any lesser number of Open Offer Shares as aforesaid and to send share certificate(s) in respect thereof by ordinary post at my/our risk to the address specified overleaf. I/We have read the conditions and procedures for application set out in the page hereafter and agree to be bound thereby.

敬啟者:

本人╱吾等為背頁所列Paladin Limited(「貴公司」)股份之登記持有人,現申請認購乙欄(或倘已填妥丁欄,則指丁欄)指定之發售股份 數目,並附上按每股發售股份0.155港元之價格計算須於申請認購時繳足之全數股款**。本人╱吾等謹此根據於二零一二年四月二十七 日刊發之公開發售通函所載之條款及條件,以及 貴公司之組織章程大綱及細則,接納認購有關數目之發售股份,而本人╱吾等謹此 承諾並同意申請認購相等於或少於與本申請有關之發售股份數目。本人╱吾等謹此授權 貴公司將本人╱吾等之姓名列入 貴公司之 股東名冊,作為上述有關數目或較少數目之發售股份之持有人,並請 貴公司將有關股票按背頁地址以平郵投遞方式寄予本人╱吾等, 郵誤風險概由本人╱吾等承擔。本人╱吾等已細閱後續頁所載各項條件及申請手續,並同意全部遵守。

Please insert contact telephone number 請填上聯絡電話號碼

Signature(s) of Qualifying Shareholder(s) (all joint shareholder(s) must sign) 合資格股東簽署 (所有聯名股東均須簽署)

(1)
(2)
(3
Date
2012
日期:二零一二年


Details to be flled in by Qualifying Shareholder(s):
請合資格股東填妥以下詳情:
(1)
(2)
(3
Date
2012
日期:二零一二年


Details to be flled in by Qualifying Shareholder(s):
請合資格股東填妥以下詳情:
(1)
(2)
(3
Date
2012
日期:二零一二年


Details to be flled in by Qualifying Shareholder(s):
請合資格股東填妥以下詳情:
)
(4
)
(4
)
Number of Open Offer
Shares
applied for (being the
total specifed in Box D,
or failing which, the total
specifed in Box B)
申請認購之發售股份數目
(即丁欄或(如未有填妥)乙欄
所列明之總數)
Total amount
of remittance (being the
total specifed in Box D, or
failing which, the
total specifed in Box C)
股款總額
(即丁欄或(如未有填妥)丙欄
所列明之總額)
Name of bank on
which cheque/
banker’s cashier order
is drawn
支票╱銀行本票之付款
銀行名稱
Cheque/banker’s cashier
order number
支票╱銀行本票號碼
HK$ 港元

** Cheque or banker’ s cashier order should be crossed “ Account Payee Only ” and made payable to “Paladin Limited — Open Offer Account” (see the section headed “Procedures for Application” set out in the page hereafter).

** 支票或銀行本票須以「 只准入抬頭人賬戶 」方式並以「Paladin Limited-Open Offer Account」為抬頭人劃線開出(詳情請參閱後續頁所載之「申請手續」 一節)。

Valid applications for a number of Open Offer Shares which is less than or equal to an applicant’s assured allotment will be accepted in full, assuming that the conditions of the Open Offer have been satisfied. If no number is inserted in the boxes above, you will be deemed to have applied for the number of Open Offer Shares for which payment has been received. If the amount of the remittance is less than that required for the number of Open Offer Shares inserted, you will be deemed to have applied for the number of Open Offer Shares for which payment has been received. Application will be deemed to have been made for a whole number of Open Offer Shares.

假設公開發售之各項條件獲達成,認購發售股份數目少於或相等於申請人獲保證配發之股份數目之有效申請將獲全數接納。倘上欄內 並無填上數目,則 閣下將被視作申請認購已收款項所代表之發售股份數目。倘已收股款少於認購上欄所填數目之發售股份所需的股款, 則 閣下將被視作申請認購已收款項所代表之發售股份數目。認購申請將被視作為申請認購完整之發售股份數目而作出。

PALADIN LIMITED

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

CONDITIONS

  1. No person who is not a Qualifying Shareholder is permitted to apply for any Open Offer Shares and/or excess Open Offer Shares.

  2. No receipt will be issued for sums received on application(s) but it is expected that share certificate(s) for any Open Offer Shares and/or excess Open Offer Shares in respect of which the application(s) is/are accepted in full or in part will be sent to the applicant(s) or, in the case of joint applicant, to the first named applicant by ordinary post, at their own risk, at the address stated on the form(s).

  3. Completion of the Application Form and/or the Excess Application Form will constitute an instruction and authority by the applicant(s) to Computershare Hong Kong Investor Services Limited or person nominated by them for the purpose, on behalf of the subscriber(s), to execute any registration of the Application Form and/or the Excess Application Form or other documents and, generally, to do all such other things as such company or person may consider necessary or desirable to effect registration in the name of the subscriber(s) of the Open Offer Shares and/or excess Open Offer Shares applied for or any lesser number in accordance with the arrangements described in the Open Offer offering circular.

  4. Applicant for Open Offer Shares undertake to sign all documents and to do all other acts necessary to enable them to be registered as the holders of the Open Offer Shares which they have applied for subject to the memorandum and Bye-laws of the Company.

  5. Remittance(s) will be presented for payment upon receipt by the Company and all interest earned (if any) will be retained for the benefit of the Company. Application(s) in respect of which cheques are dishonoured upon first presentation are liable to be rejected.

  6. Your right to apply for the Open Offer Shares and/or the excess Open Offer Shares is not transferable.

  7. The Company reserves the right to accept or refuse any application for Open Offer Shares and/or excess Open Offer Shares which does/not comply with the procedures set out herein.

Completion and return of the Application Form and/or the Excess Application Form by any person outside Hong Kong will constitute a warranty and representation to the Company, by such person, that all registration, legal and regulatory requirements of the relevant jurisdiction, in connection with such application have been duly complied with.

PROCEDURES FOR APPLICATION

You may apply for a number of Open Offer Shares which is equal to or less than your assured allotment set out in Box B by filling in the Application Form.

To apply for a number of Open Offer Shares which is less than your assured allotment, enter in Box D of the Application Form the number of Open Offer Shares for which you wish to apply for and the total amount payable (calculated as number of Open Offer Shares applied for multiplied by HK$0.155). If the amount of the corresponding remittance received is less than that required for the number of Open Offer Shares inserted, the subscriber(s) will be deemed to have applied for such lesser number of Open Offer Shares for which full payment has been received.

If you wish to apply for the exact number of Open Offer Shares set out in Box B of the Application Form, this number should be inserted in Box D of the Application Form. If no number is inserted, you will be deemed to have applied for the number of Open Offer Shares for which full payment has been received.

If you wish to apply for a number of Open Offer Shares which is more than your assured allotment set out in Box B of the Application Form, i.e. excess Open Offer Shares, you should use the separate Excess Application Form and enter in the appropriate space provided in the Excess Application Form the number of excess Open Offer Shares for which you wish to apply and the total amount payable (calculated as number of excess Open Offer Shares applied for multiplied by HK$0.155). You may apply for any number of excess Open Offer Shares as you wish. If the amount of the corresponding remittance received is less than that required for the number of excess Open Offer Shares inserted, the subscriber(s) will be deemed to have applied for such lesser number of excess Open Offer Shares of which full payment has been received.

The Application Form and/or the Excess Application Form, when duly completed, to which the appropriate remittance(s) should be stapled accordingly, should be folded once and must be returned to the Company’ s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:00 p.m. on Monday, 14 May, 2012. All remittance(s) must be made in Hong Kong dollars and cheques must be drawn on an account with or banker’s cashier orders must be issued by a bank in Hong Kong, made payable to “Paladin Limited — Open Offer Account” for Open Offer Shares under assured allotment and/or made payable to “Paladin Limited — Excess Application Account” and crossed “ACCOUNT PAYEE ONLY”. Unless the Application Form and/or the Excess Application Form, together with the appropriate remittance shown in Box C or Box D (as the case may be) of the Application Form and/or the appropriate remittance shown in the Excess Application Form has/have been received by Monday, 14 May, 2012, your right to apply for the Open Offer Shares and/or excess Open Offer Shares and all rights in relation thereto shall be deemed to have been declined and will be cancelled.

EFFECT OF BAD WEATHER

If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the latest date for application and payment for the Open Offer Shares (initially Monday, 14 May, 2012), the Latest Acceptance Time will be extended to 5:00 p.m. on the same business day; or (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of and payment for the Open Offer Shares (initially Monday, 14 May, 2012), the Latest Acceptance Time will be postponed to 4:00 p.m. on the following Business Day, which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m..

CHEQUES AND CASHIER’S ORDERS

All cheques and cashier ’ s orders will be presented for payment immediately following receipt and all interests earned on such monies will be retained for the benefit of the Company. Completion and lodgement of the Application Form together with a cheque or cashier’s order in payment of the Open Offer Shares applied for will constitute a warranty that the cheque or cashier’s order will be honoured upon first presentation. If any cheque or cashier ’ s order is not honoured upon first presentation, the Application Form is liable to be rejected and in that event your assured entitlement thereunder will be deemed to have been declined and will be cancelled, at the discretion of the Company. In the event of overpaid application, a refund cheque will be made out to you only if the overpaid amount is HK$100 or above.

CERTIFICATES FOR THE OPEN OFFER SHARES AND REFUND CHEQUES

Share certificate(s) is/are expected to be posted by ordinary post to you on or before Wednesday, 23 May, 2012 at your own risk. Refund cheques in respect of wholly or partially unsuccessful applications for excess Open Offer Shares are also expected to be posted on or before Wednesday, 23 May, 2012 at their own risk.

GENERAL

Lodgement of the Application Form purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive relevant certificates of the Open Offer Shares.

All documents will be sent by ordinary post at the risk of the persons entitled thereto to their registered addresses.

The terms and conditions relating to application for the Open Offer Shares as contained in the Open Offer offering circular shall apply.

The Application Form and any application for the Open Offer Shares pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong.