G-Resources Group Limited — Capital/Financing Update 2013

Dec 24, 2013

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))

PROPOSED VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE DISPOSAL OF CERTAIN OFFICE PREMISES AND RESUMPTION OF TRADING

Financial adviser to Paladin Limited

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THE DISPOSAL

On 20 December, 2013 (after the trading hours of the Stock Exchange), the Vendor, a wholly-owned subsidiary of Paladin, and the Purchaser entered into the Provisional ASP pursuant to which the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Property at the Consideration of HK$336,571,275 payable in cash.

The sale of the Property is subject to, amongst other things, the approval by way of a poll by the Shareholders pursuant to Chapter 14 of the Listing Rules.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules in respect of the Disposal is more than 75%, the Disposal constitutes a very substantial disposal of Paladin under Chapter 14 of the Listing Rules. The Disposal is therefore subject to the reporting, announcement and Shareholders’ approval requirements under the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Disposal. As such, no Shareholder is required to abstain from voting on the resolution(s) to be proposed at the SGM to approve the Disposal.

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A circular containing, among other things, further particulars of the Disposal and the notice of the SGM is expected to be despatched to the Shareholders on or before 28 February, 2014 to allow sufficient time for the preparation of the financial information of the Group for inclusion in the circular.

WARNING: As Completion of sale of the Property is subject to the approval by the Shareholders and the payment of the Consideration by the Purchaser, the issue of this announcement should not be regarded in any way as implying that the Provisional ASP and the Formal ASP will be completed. Therefore, Paladin shareholders and potential investors should exercise caution when dealing in the Shares and Preference Shares.

RESUMPTION OF TRADING

Trading in the Shares and Preference Shares on the Stock Exchange was suspended at the request of Paladin with effect from 9:00 a.m. on 23 December, 2013 pending the release of this announcement. Paladin has applied for a resumption of trading in the Shares and Preference Shares with effect from 9:00 a.m. on 27 December, 2013.

The Board is pleased to announce that on 20 December, 2013, the Vendor, a wholly-owned subsidiary of Paladin, and the Purchaser entered into the Provisional ASP pursuant to which the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Property.

THE DISPOSAL

The Provisional ASP

Date: 20 December, 2013

Vendor: Banhart Company Limited, a wholly-owned subsidiary of Paladin and the legal and beneficial owner of the Property; and

Purchaser: Jiangxi Copper Hong Kong Company Limited（江西銅業香港有限公司）, a wholly-owned subsidiary of Jiangxi Copper, as the Purchaser.

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The Purchaser is a company incorporated in Hong Kong and principally engaged in importexport business trade and settlement, offshore investment and financing and cross-border RMB settlement. Jiangxi Copper is a Sino-foreign joint venture joint stock limited company incorporated in the People’s Republic of China, the shares of which are listed on the Stock Exchange and Shanghai Stock Exchange. The principal businesses of Jiangxi Copper include mining, milling, smelting and processing of nonferrous metals and rare metals.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Purchaser and Jiangxi Copper, which they understand to be its ultimate beneficial owner(s) are Independent Third Parties and not connected with any directors, chief executive or substantial shareholders of Paladin or any of its subsidiaries, or any of their respective associates.

Asset to be sold

Unit 01, 45th Floor, Office Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong.

Date for entering into the Formal ASP

The Formal ASP is to be signed on or before 16 January, 2014.

Consideration and payment terms

The Consideration of HK$336,571,275 has been and is to be settled in cash by the Purchaser to the Vendor in the following manner:

• (i) an initial deposit of HK$10,097,138.25 has been paid upon signing of the Provisional ASP;

• (ii) a further deposit of HK$23,559,989.25 is payable on or before 16 January, 2014; and

• (iii) the balance of the Consideration of HK$302,914,147.50 is payable upon Completion, that is expected to take place on or before 31 March, 2014.

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The Consideration was agreed after arm’s length negotiation between the Vendor and the Purchaser having regards to the prevailing market value of comparable properties in nearby locations and the valuation of the Property of HK$330 million as at 30 June, 2013.

Shareholders’ approval

The sale of the Property is subject to obtaining the approval by the Shareholders pursuant to Chapter 14 of the Listing Rules. If the said Shareholders’ approval cannot be obtained on or before 31 March, 2014, either the Vendor or the Purchaser can rescind the Provisional ASP by giving 7 working days’ written notice to the other party, in which case the parties to the Provisional ASP are at their own cost to enter into a cancellation agreement to rescind the sale and purchase of the Property and all the deposits paid to the Vendor will be refunded to the Purchaser in full within 7 days from the date of receipt of such written notice by the other party but without any interest costs or compensation and neither party shall have any other claim against the other.

Purchaser’s approval

The purchase of the Property is subject to no objection (“Objection”) having been received by the Purchaser from 中華人民共和國江西省國有資產監督管理委員會 (State-owned Assets Supervision and Administration Commission of Jiangxi Province of the Peoples’ Republic of China) (“Jiangxi SASAC”) in respect of the Purchaser entering into the purchase of the Property and the transactions contemplated thereunder. The Purchaser declares and warrants that it is mandatory under the relevant laws and regulations for the Purchaser to receive no Objection from Jiangxi SASAC in respect of the purchase of the Property, and which may raise objection to the Purchaser entering into the Provisional ASP and the transactions contemplated thereunder. The Purchaser has undertaken to use its best endeavours to liaise with Jiangxi SASAC with the view to ensuring that Jiangxi SASAC will not raise any Objection. If the Objection is raised on or before 31 March, 2014, each of the Vendor or the Purchaser is to have the right to rescind the Provisional ASP by giving 7 working days’ written notice to the other party, in which case the parties to the Provisional ASP are at their own cost to enter into a cancellation agreement to rescind the sale and purchase of the Property and all the deposits paid to the Vendor will be refunded to the Purchaser in full within 7 days from the date of receipt of such written notice by the other party but without any interest costs or compensation and neither party shall have any other claim against the other.

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Completion

Completion shall take place on or before 31 March, 2014 provided that before such date of Completion, approval of the sale of the Property by the Shareholders pursuant to Chapter 14 of the Listing Rules has been obtained and no Objection has been received by the Purchaser, in which event each of the Vendor and the Purchaser is to have the right to advance the date of Completion by serving a written notice to the other party (which notice shall not be issued earlier than 17 March, 2014), Completion is to take place within 14 days after the date of receipt by the other party of such written notice (the date Completion shall not in any event be later than 31 March, 2014) and provided further that in case the Vendor has difficulty to complete the Disposal on 31 March, 2014 if Shareholders’ approval cannot be obtained on or before 31 March, 2014, the Vendor is to have an option to postpone the date of Completion from 31 March, 2014 to 17 April, 2014 or such earlier date as may be agreed by the Vendor and the Purchaser.

In addition, unless the Vendor receives a written notice from the Purchaser that the Purchaser has received an Objection and provided the Purchaser with a certified copy of the Objection, no Objection will deem to have been received by the Purchaser at the date of Completion and, or at the date of either party issuing a written notice to the other party to advance the date of Completion.

INFORMATION ON THE PROPERTY

The Property was acquired by the Vendor in 1990 and is currently used as the head office of the Group.

As at 30 June, 2013, the net book value of the Property was approximately HK$72.43 million. According to the valuation report on the Property conducted by an independent professional valuer, the Property was valued at HK$330 million as at 30 June, 2013.

INFORMATION ON PALADIN

Paladin is an investment holding company. Its principal subsidiaries are engaged in investment holding, property development and property investment. After Completion, the Group will continue to engage in re-development a property project at 8, 10 and 12 Peak Road.

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REASONS FOR, AND BENEFITS OF THE DISPOSAL

It is expected that the Group will realise a gain on the Disposal before taxation of approximately HK$262.46 million, which is calculated with reference to the Consideration less the net book value of the Property of approximately HK$72.43 million as at 30 June, 2013 and estimated related expenses including property agent’s commission of approximately HK$1.68 million. The exact amount of the gain on the Disposal is to be determined with reference to the net book value of the Property upon Completion.

Paladin intends to apply approximately 50% the net proceeds from the Disposal to reduce the indebtedness of the Group including bank loans and loans from the directors of the subsidiaries of the Group, and the remaining 50% of the net proceeds from the Disposal for general working capital of the Group.

The Board is of the opinion that the Disposal is a good opportunity to realise a considerable gain by disposal of the Property and generate cash inflow for the Group to reduce its indebtedness and provide additional working capital. The Group intends to lease alternative premises as its head office upon Completion. The Board considers that the terms of the Disposal, including the Consideration, are normal commercial terms and are fair and reasonable and in the interests of Paladin shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules in respect of the Disposal is more than 75%, the Disposal constitutes a very substantial disposal of Paladin under Chapter 14 of the Listing Rules. The Disposal is therefore subject to the reporting, announcement and Shareholders’ approval requirements under the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Disposal. As such, no Shareholder is required to abstain from voting on the resolution to be proposed at the SGM to approve the Disposal.

A circular containing, among other things, further particulars of the Disposal, and the notice of the SGM is expected to be despatched to the Shareholders on or before 28 February, 2014 to allow time for the preparation of the financial information of the Group for inclusion in the circular.

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WARNING: As Completion of sale of the Property is subject to approval by the Shareholders and the payment of the Consideration by the Purchaser, the issue of this announcement should not be regarded in any way as implying that the Provisional ASP and the Formal ASP will be completed. Therefore, Paladin shareholders and potential investors should exercise caution when dealing in the Shares and Preference Shares.

RESUMPTION OF TRADING

Trading in the Shares and Preference Shares on the Stock Exchange was suspended at the request of Paladin with effect from 9:00 a.m. on 23 December, 2013 pending the release of this announcement. Paladin has applied for a resumption of trading in the Shares and Preference Shares with effect from 9:00 a.m. on 27 December, 2013.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“associates” the meaning given to it under the Listing Rules; “Board” the board of Directors; “Completion” completion of the sale and purchase of the Property in accordance with terms and conditions of the Provisional ASP or the Formal ASP, as the case may be; “connected person” the meaning given to it under the Listing Rules; “Consideration” HK$336,571,275, being the consideration for the Disposal payable by the Purchaser to the Vendor pursuant to the Provisional ASP or the Formal ASP, as the case may be; “Director(s)” the director(s) of Paladin; “Disposal” the proposed disposal of the Property by the Vendor to the Purchaser pursuant to the Provisional ASP or the Formal ASP, as the case may be;

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“Formal ASP”	the formal agreement for sale and purchase to be entered
	into between the Vendor and the Purchaser in relation to the
	Disposal;
“Group”	Paladin and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Independent Third	party(ies) independent of Paladin and its connected persons;
Party(ies)”
“Jiangxi Copper”	Jiangxi Copper Company Limited, a Sino-foreign joint
	venture joint stock limited company incorporated in the
	People’s Republic of China, the shares of which are listed on
	the Stock Exchange (stock code: 0358) and Shanghai Stock
	Exchange (stock code: 600362);
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Paladin”	Paladin Limited, a company incorporated in Bermuda
	with limited liability, the ordinary shares and convertible
	redeemable preference shares of which are listed on the
	Stock Exchange;
“Preference Shares”	The convertible redeemable preference shares of Paladin of
	HK$0.01 each;
“Property”	Unit 01, 45th Floor, Office Tower, Convention Plaza, No. 1
	Harbour Road, Wanchai, Hong Kong;

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“Provisional ASP” the binding provisional agreement for sale and purchase entered into between the Vendor and the Purchaser on 20 December, 2013 in relation to the Disposal;

“Purchaser”

Jiangxi Copper Hong Kong Company Limited（江西銅業香 港有限公司）a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Jiangxi Copper;

“SGM”

the special general meeting of Paladin to be convened and held for the Shareholders to consider and, if thought fit, approve the Disposal;

“Shareholders”

holders of the Shares;

“Shares”

the ordinary shares of Paladin of HK$0.01 each;

“Stock Exchange”

The Stock Exchange of Hong Kong Limited; and

“Vendor”

Banhart Company Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin.

By order of the Board

Paladin Limited

Law Fong

Chairman

Hong Kong, 24 December, 2013

As at the date of this announcement, the Board of Paladin comprises two executive Directors, namely, Mr. Law Fong and Mr. Chen Te Kuang Mike; one non-executive Director, namely Mr. Oung Shih Hua, James; and three independent non-executive Directors, namely Mr. Zhu Pei Qing, Mr. Kwok Wai Chi and Prof. Huang Weizong Martin.

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