G-Resources Group Limited — Capital/Financing Update 2013

Sep 11, 2013

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, registered institution in securities, professional accountant or other professional adviser.

If you have sold or transferred all or part of your Shares, you should at once hand the Rights Issue Documents to the purchaser or transferee or bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

A copy of each of the Rights Issue Documents, together with copies of the documents specified in the paragraph headed ‘‘Documents delivered and to be delivered to the Registrar of Companies’’ in Appendix III to this Prospectus, have been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of these documents.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms on The Stock Exchange of Hong Kong (the ‘‘Stock Exchange’’) as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings on the Stock Exchange or such other dates 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. Dealings in the Shares and the Rights Shares in their nil-paid form and fully-paid form may be settled through CCASS operated by HKSCC and you should consult your licensed securities dealer, bank manager, solicitor, registered institution in securities, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, 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 Prospectus.

This Prospectus is for information purposes only and does not constitute or form part of any offer, invitation or recommendation to sell or issue, or any solicitation of any offer, invitation or recommendation to acquire, subscribe for, or purchase the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Share or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or under the laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state laws. There is no intention to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.

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G-RESOURCES GROUP LIMITED 國 際 資 源 集 團 有 限 公 司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1051)

RIGHTS ISSUE OF 7,568,593,180 RIGHTS SHARES ON THE BASIS OF TWO RIGHTS SHARES FOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE AT HK$0.16 PER RIGHTS SHARE

Underwriter

The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on 26 September 2013. The procedure for acceptance and transfer of the Rights Shares is set out on pages 17 to 21 of this Prospectus.

The Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriter by giving notice to the Company to terminate the obligations of the Underwriter thereunder on the occurrence of certain events including force majeure. These events are set out in the section headed ‘‘Termination of Underwriting Agreement’’ on pages 8 to 10 of this Prospectus. If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not proceed.

It should also be noted that the Shares have been dealt in on an ex-rights basis from 3 September 2013 and that dealings in the Rights Shares in their nil-paid form will take place from 13 September 2013 to 23 September 2013 (both days inclusive). Any dealings in the Shares from now up to the date on which all conditions to which the Rights Issue is subject are required to be fulfilled or waived (which is expected to be 3 October 2013), or any dealings in the Rights Shares in their nil-paid form between 13 September 2013 to 23 September 2013 (both days inclusive) are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed. Shareholders and potential investors in the Company should therefore exercise caution when dealing in the Shares or the Rights Shares in their nil-paid form, and if they are in any doubt about their position, they should consult their professional advisers.

• For identification purposes only

11 September 2013

NOTICE

NOTICE TO MALAYSIAN INVESTORS

This Prospectus is sent to you for your information only. None of this Prospectus, the PAL and the Excess Application Form constitutes, will constitute, or forms or will form, part of any offer to sell or a solicitation of an offer to buy the nil-paid Rights Shares and/or the Rights Shares to any person with a registered address, or who is located, in Malaysia.

This Prospectus has not been and will not be registered as a prospectus with the Malaysian Securities Commission (‘‘SC’’) under the Capital Markets and Services Act 2007. This Prospectus will only be deposited as an information memorandum with the SC.

Accordingly, this Prospectus and any other document or material in connection with the issue or offer for sale, or invitation for acquisition of the nil-paid Rights Shares and/or the Rights Shares shall not be circulated nor distributed, nor may the nil-paid Rights Shares and/or the Rights Shares be issued, offered or sold, or be made subject of an invitation for acquisition, whether directly or indirectly, to any person in Malaysia.

NOTICE TO U.S. INVESTORS

The PAL, the Excess Application Form, the nil-paid Rights Shares and the Rights Shares have not been and will not be registered under the U.S. Securities Act, or securities laws of any state or territory of the United States and may not be offered, sold, taken up, resold, renounced, transferred, delivered, directly or indirectly, in or into the United States, except pursuant to an effective registration statement or in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of the states or other jurisdictions of the United States.

The PAL, the Excess Application Form, the nil-paid Rights Shares and the Rights Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any U.S. regulatory authority, nor have any the foregoing authorities passed upon or endorsed the merits the offering the PAL, the Excess Application Form, the nil-paid Rights Shares and the Rights Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Subject to certain exceptions, none of this Prospectus, the PAL and the Excess Application Form constitutes, will constitute, or forms or will form, part of any offer to sell or a solicitation of an offer to buy the nil-paid Rights Shares and/or the Rights Shares to any person with a registered address, or who is located, in the United States, or an offer to sell or a solicitation of an offer to buy the nil-paid Rights Shares and/or the Rights Shares by any person in any circumstances in which such offer or solicitation is unlawful. The nil-paid Rights Shares and the Rights Shares are being offered outside the United States in accordance with Regulation S under the U.S. Securities Act.

– i –

NOTICE

In addition, until 40 days after the commencement the Rights Issue, or the procurement of purchasers by the Underwriter of the Rights Shares not initially taken up, any offer, sale or transfer of the nil-paid Rights Shares or the Rights Shares in or into the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the U.S. Securities Act unless made in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act.

The Underwriter may arrange for the offer of the Rights Shares not taken up in the Rights Issue only outside the United States in accordance with Regulation S under the U.S. Securities Act. Each purchaser or subscriber of Rights Shares being offered and sold outside the United States will be deemed to have represented and agreed, among other things, that the purchaser or subscriber is acquiring the Rights Shares in an offshore transaction meeting the requirements of Regulation S under the U.S. Securities Act.

Any person (other than the QIBs referred to in the immediate following paragraph) purchasing or taking up the nil-paid Rights Shares or subscribing for or accepting the Rights Shares will be required to represent, among others, that such person

• (i) is not within the United States;

• (ii) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the nil-paid Rights Shares or the Rights Shares;

• (iii) is not doing so for the account of any person who is located in the United States, unless (a) the instruction to take up was received from a person outside the United States and (b) the person giving such instruction has confirmed that (x) it has the authority to give such instruction and (y) either (A) has investment discretion over such account or (B) is an investment manager or investment company that it is acquiring the Rights Shares in an ‘‘offshore transaction’’ within the meaning of Regulation S and who is not otherwise a U.S. Person within the meaning and meeting the requirements of Regulation S; and

• (iv) is not acquiring the nil-paid Rights Shares or the Rights Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such nil-paid Rights Shares or Rights Shares into the United States or any other jurisdiction referred to in (ii) above.

Notwithstanding the representations above, the Company may offer the nil-paid Rights Shares and the Rights Shares in the United States to a limited number of persons who the Company reasonably believes to be QIBs in transactions exempt from registration requirements under the U.S. Securities Act, provided that such persons fulfill relevant requirements to the satisfaction of the Company. Each person who would otherwise be an Excluded Shareholder but also is a QIB and is permitted by the Company to participate in the Rights Issue will be provided with a PAL, an Excess Application Form and a private placing offering memorandum in substantially the same form as this Prospectus.

– ii –

NOTICE

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire Revised Statutes (‘‘RSA 421-B’’) with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph.

– iii –

CONTENTS

				Page
NOTICE		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	i
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			. . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			. . . . . . . . . . . . . . . . . .	6
TERMINATION OF UNDERWRITING AGREEMENT . . . . . . . . . .			. . . . . . . . . . . . . . . . . .	8
LETTER		FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	11
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . .	11
II.	THE	RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	12
	A.	ISSUE STATISTICS OF THE RIGHTS ISSUE . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	12
	B.	TERMS OF THE RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	13
	C.	UNDERWRITING ARRANGEMENTS . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	23
	D.	SHAREHOLDING STRUCTURE OF THE COMPANY . . .	. . . . . . . . . . . . . . . . . .	27
	E.	REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE
		AND USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	27
	F.	ARRANGEMENTS FOR EXCLUDED SHAREHOLDERS	. . . . . . . . . . . . . . . . . .	28
	G.	RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	28
	H.	FUND-RAISING ACTIVITIES OF THE GROUP DURING
		THE PAST TWELVE MONTHS . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	30
	I.	ADJUSTMENTS IN RELATION TO THE EXERCISE PRICE
		OF SHARE OPTIONS FROM THE ANNOUNCEMENT .	. . . . . . . . . . . . . . . . . .	30
	J.	LISTING RULES IMPLICATION . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	30
	K.	WARNING OF THE RISKS OF DEALING IN SHARES
		AND RIGHTS SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	31
III.	TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . .	31
IV.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . .	31

– iv –

CONTENTS

					Page
APPENDIX	I	—	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . .		I-1
APPENDIX	II	—	PRO FORMA STATEMENT OF ADJUSTED
				CONSOLIDATED NET TANGIBLE ASSETS
				OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
			A.	PRO FORMA STATEMENT
				OF ADJUSTED CONSOLIDATED
				NET TANGIBLE ASSETS OF THE GROUP . . . . . . . . . . . . . .	II-1
			B.	INDEPENDENT REPORTING ACCOUNTANT’S
				ASSURANCE REPORT ON
				THE COMPILATION OF PRO FORMA
				FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-3
APPENDIX	III	—	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		III-1

– v –

DEFINITIONS

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

• ‘‘2009 Option Undertakings’’

• the undertakings dated 28 August 2013 from Mr. Owen L Hegarty and Mr. Peter Geoffrey Albert who hold Vested Options to the Company and the Underwriter not to exercise any of the Vested Options to subscribe for Shares granted pursuant to the Share Option Agreements from the date of the undertakings to and including the Record Date

• ‘‘Announcement’’

• the announcement of the Company dated 28 August 2013 regarding the Rights Issue

• ‘‘Beneficial Shareholder’’

• any person who beneficially owns the Shares which are registered in the name of nominee Shareholders

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

• any day (other than a Saturday or Sunday or public holiday or a day on which a tropical cyclone warning signal no. 8 or above or a ‘‘black’’ rainstorm warning is in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on which banks are open for ordinary business in Hong Kong

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by the HKSCC

• ‘‘Companies Ordinance’’ the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• ‘‘Company’’

• G-Resources Group Limited (國際資源集團有限公司*), a limited liability company incorporated in Bermuda, whose Shares are listed on the Stock Exchange (Stock Code: 1051)

• ‘‘CST Lock-up Period’’

• the period commencing on the date of the Irrevocable Undertaking and ending on the date that is 60 days after the first day of trading of the Rights Shares in fully-paid form on the Stock Exchange

• ‘‘CST Mining’’

• CST Mining Group Limited (中科礦業集團有限公司), a limited liability company incorporated in the Cayman Islands, whose shares are listed on the Stock Exchange (Stock Code: 985)

• ‘‘Directors’’

• the directors of the Company

• For identification purposes only

– 1 –

DEFINITIONS

• ‘‘Excess Application Form(s)’’

• ‘‘Excluded Shareholder(s)’’

• ‘‘Existing Shares’’

• ‘‘Group’’

• ‘‘HK$’’

• ‘‘HKSCC’’

• ‘‘Hong Kong’’

• ‘‘Irrevocable Undertaking’’

• the application form(s) for Rights Shares in excess of those provisionally allotted to the Qualified Shareholders

• (i) Shareholder(s) whose name(s) appear(s) on the register of members of the Company as at the close of business on the Record Date but whose address(es) as shown on such register is or are in any jurisdiction(s) outside Hong Kong and (ii) Shareholder(s) or Beneficial Shareholder(s) who are otherwise known by the Company to be resident(s) of any jurisdiction(s) outside Hong Kong, in either case, to whom the Directors, based on opinions provided by legal advisers, consider it necessary or expedient not to offer the Rights Shares on account either of legal restrictions under the laws of such jurisdiction(s) or the requirements of the relevant regulatory body or stock exchange in such jurisdiction(s), except for any such Shareholder or Beneficial Shareholder who fulfils, to the satisfaction of the Company, the relevant requirements specified under ‘‘Letter from the Board — II. The Rights Issue — B. Terms of the Rights Issue — 6. Excluded Shareholders — Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue’’

• the Shares which are in issue on the Record Date

• the Company and its subsidiaries

• Hong Kong dollars, the lawful currency of Hong Kong

• Hong Kong Securities Clearing Company Limited

the Hong Kong Special Administrative Region of the PRC

the irrevocable undertaking, dated 28 August 2013, by CST Mining to the Company and the Underwriter, whereby CST Mining irrevocably and unconditionally undertakes to, among other things, (i) accept or procure the acceptance of the 1,246,092,628 Rights Shares, representing its full entitlement to the new Shares under the Rights Issue and (ii) apply for, or procure the application for 2,098,811,747 Rights Shares in excess of those which will be provisionally allotted to it by way of excess application under the Rights Issue

– 2 –

DEFINITIONS

• ‘‘Latest Acceptance Date’’

• ‘‘Latest Practicable Date’’

• ‘‘Latest Time for Termination’’

• ‘‘Listing Rules’’

• ‘‘Macau’’

• ‘‘Martabe Mine’’

• ‘‘Option Undertakings’’

• ‘‘oz’’

• ‘‘PAL(s)’’

• ‘‘PRC’’

• ‘‘Prospectus Posting Date’’

• ‘‘QIB(s)’’

• ‘‘Qualified Shareholder(s)’’

• 26 September 2013, or such date as the Company and the Underwriter may agree as the latest date for acceptance of and payment for Rights Shares and application for and payment for excess Rights Shares

• 4 September 2013, being the latest practicable date prior to the despatch of this Prospectus for ascertaining certain information referred to in this Prospectus

• 4:00 p.m. on 3 October 2013

• the Rules Governing the Listing of Securities on the Stock Exchange

• Macau Special Administrative Region of the PRC

• the Martabe Gold and Silver Mine owned by the Company in the Regency of South Tapanuli, Northern Sumatra, Indonesia

• the undertakings dated 28 August 2013 from each of the current Directors who holds Vested Options to the Company and the Underwriter not to exercise any of the Vested Options to subscribe for Shares granted pursuant to the Share Option Scheme from the date of the undertakings up to and including the Record Date

• ounce

• the provisional allotment letter(s) to be issued to the Qualified Shareholders in respect of their assured entitlements under the Rights Issue the People’s Republic of China but excluding, for the purposes of this Prospectus only, Hong Kong, Macau and Taiwan

• 11 September 2013, being the expected date of despatch of the Rights Issue Documents (or such other date to be agreed in writing between the Company and the Underwriter)

• qualified institutional buyer(s) as defined in Rule 144A under the U.S. Securities Act

• Shareholders whose name(s) appear(s) on the register of members of the Company on the Record Date and who are not Excluded Shareholders

– 3 –

DEFINITIONS

• ‘‘Record Date’’

• 6 September 2013, the record date to determine entitlements to the Rights Issue

• ‘‘Registrar’’

• Union Registrars Limited, in the capacity as the branch share registrar of the Company in Hong Kong

• ‘‘Registrar’s Office’’

• Registrar’s office located at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong

• ‘‘Rights Issue’’ the issue of 7,568,593,180 Rights Shares at the Subscription Price on the basis of two Rights Shares for every five Existing Shares held on the Record Date, pursuant to the terms and conditions contained more particularly described in the Rights Issue Documents

• ‘‘Rights Issue Documents’’

• this Prospectus, the PAL and the Excess Application Form

• ‘‘Rights Shares’’

• 7,568,593,180 new Shares to be allotted and issued by the Company pursuant to the Rights Issue with an aggregate nominal value of HK$75,685,931.8

• ‘‘Settlement Date’’

• 7 October 2013, or such other date as may be agreed by the Underwriter in writing

• ‘‘SFC’’

• the Securities and Futures Commission of Hong Kong

• ‘‘Share(s)’’

• ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of the Shares

• ‘‘Share Option(s)’’

• the share option(s) granted by the Company pursuant to the Share Option Scheme

• ‘‘Share Option Agreement(s)’’

• the two share option agreements dated 10 May 2009 between the Company and two Directors (respectively) and the five share option agreements dated 8 June 2009 between the Company and five employees of the Company (respectively)

• ‘‘Share Option Scheme’’

• the share option scheme of the Company adopted on 30 July 2004

• ‘‘Skytop’’

• Skytop Technology Limited, a wholly-owned subsidiary of CST Mining

• ‘‘Specified Territories’’

• Australia, Macau, Malaysia and the United States

– 4 –

DEFINITIONS

• ‘‘Stock Exchange’’

• ‘‘Subscription Price’’

• ‘‘Underwriter’’

• ‘‘Underwriting Agreement’’

• ‘‘Underwritten Rights Shares’’

• ‘‘US$’’

• ‘‘U.S.’’ or ‘‘United States’’

• ‘‘U.S. Securities Act’’

• ‘‘Vested Options’’

The Stock Exchange of Hong Kong Limited

the subscription price of HK$0.16 per Rights Share

• UBS AG, Hong Kong Branch, the underwriter to the Rights Issue

• the underwriting agreement dated 28 August 2013 entered into between the Company and the Underwriter in relation to the underwriting and certain other arrangements in respect of the Rights Issue

• 4,223,688,805 Rights Shares, being the number of Rights Shares less (a) 1,246,092,628 Rights Shares, representing the full entitlement of CST Mining to the new Shares under the Rights Issue, and (b) 2,098,811,747 Rights Shares to be applied by CST Mining as excess application under the Rights Issue

• the U.S. dollars, the lawful currency of the United States

• the United States of America

• the U.S. Securities Act of 1933, as amended

983,223,435 share options to subscribe for new Shares which are vested and exercisable on or before the Record Date, as at the Latest Practicable Date

– 5 –

EXPECTED TIMETABLE

The expected timetable for the Rights Issue set out below is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled.

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	.	Friday, 6 September 2013
Register of the members of the Company re-opens	. . . . . . . . . .		Monday, 9 September 2013
Despatch of the Rights Issue Documents . . . . . . .	. . . . . . . Wednesday, 11 September 2013
First day of dealings in nil-paid Rights Shares . . .	. . . . . . . . . .	.	Friday, 13 September 2013
Latest time for splitting of nil-paid Rights Shares .	. . . . . . . . . .	.	. . . . 4:30 p.m., Tuesday,
			17 September 2013
Last day of dealings in nil-paid Rights Shares . . .	. . . . . . . . .	Monday, 23 September 2013
Latest time for payment for and acceptance of
Rights Shares and for application and
payment for the excess Rights Shares . . . . . . . .	. . . . . . . . . .	.	. . . . 4:00 p.m., Thursday,
			26 September 2013
Latest time for the termination of the
Underwriting Agreement and for the Rights Issue
to become unconditional . . . . . . . . . . . . . . . . .	. . . . . . . . . .	.	. . . . 4:00 p.m., Thursday,
			3 October 2013
Announcement of results of acceptance and
excess application of the Rights Issue . . . . . . . .	. . . . . . . . . .	.	. . Friday, 4 October 2013
Despatch of refund cheques for wholly and
partially unsuccessful excess applications . . . . .	. . . . . . . . . .	.	. Monday, 7 October 2013
Despatch of certificates for fully-paid Rights Shares	. . . . . . . . .	.	. Monday, 7 October 2013
First day of dealings in fully-paid Rights Shares . .	. . . . . . . . . .	.	. . . . . 9:00 a.m., Tuesday,
			8 October 2013

Notes:

1. All references to time and date in this Prospectus are reference to Hong Kong time and date. Dates or deadlines specified in this Prospectus are indicative only and may be extended or varied by agreement between the Company and the Underwriter and as appropriate, in accordance with the Listing Rules.

2. The above expected timetable may be changed by agreement between the Company and the Underwriter and where required under the Listing Rules, further announcement(s) will be made by the Company in respect of such change(s).

– 6 –

EXPECTED TIMETABLE

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR PAYMENT FOR AND ACCEPTANCE OF THE RIGHTS SHARES AND APPLICATION AND PAYMENT FOR EXCESS RIGHTS SHARES

If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning 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 Acceptance Date, the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day.

If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date, the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled 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.

If the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on the Latest Acceptance Date, the dates mentioned in this section may be affected. The Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

– 7 –

TERMINATION OF UNDERWRITING AGREEMENT

The Underwriter may terminate the arrangements set out in the Underwriting Agreement by written notice to the Company.

If, at any time prior to the Latest Time for Termination:

• (a) there shall develop, occur, exist or come into effect:

• (i) any new law, rule, statute, regulation or guideline (the ‘‘Laws’’) or any change in existing Laws or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong, Indonesia or any other place in which any member of the Group conducts or carries on business; or

• (ii) any local, national or international event or change (whether or not foregoing part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic, fiscal, industrial, legal, regulatory, currency or market conditions or other nature (whether or not ejusdem generis with any of the foregoing) or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets; or

• (iii) any change, or any development involving a prospective change, or any event or circumstance likely to result in a change or a development involving a prospective change, in or affecting the assets, liabilities, business, general affairs, management, prospects, shareholders’ equity, profits, losses, results of operations, position or condition, financial or otherwise, or performance of the Company and the other members of the Group, taken as a whole, whether or not such change, development, prospective change, event or circumstance results in or leads to a supplemental prospectus or any document of a similar nature to be issued by the Company; or

• (iv) any event or circumstance in the nature of force majeure (including, without limitation, any act of government, economic sanctions, strike or lock-out (whether or not covered by insurance), riot, fire, explosion, flooding, earthquake, civil commotion, act or declaration of war, outbreak or escalation of hostilities (whether or not war is or has been declared), act of terrorism (whether or not responsibility has been claimed), act of God, pandemic, epidemic, outbreak of infectious disease, declaration of a state of emergency or calamity or crisis; or

• (v) a general moratorium on commercial banking activities declared by relevant authorities in Hong Kong, the PRC, the United States or the United Kingdom or a material disruption in commercial banking or foreign exchange trading or securities settlement or clearance services, procedures or matters in Hong Kong, the PRC, the United States or the United Kingdom; or

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TERMINATION OF UNDERWRITING AGREEMENT

• (vi) any change, or any development involving a prospective change, or any event or circumstance likely to result in a change or a development involving a prospective change, in or affecting any taxation, exchange controls or currency exchange rates in Hong Kong, the PRC, the United States or the United Kingdom; or

• (vii) any suspension of dealings in the Shares for a period of more than five consecutive Business Days (other than as a result of announcing the Rights Issue) during the period from the date of the Underwriting Agreement to the Latest Time for Termination; or

• (viii) an authority or a political body or organization in any relevant jurisdiction commencing any investigation or other action, or announcing an intention to investigate or take other action, against any director of the Company; or

• (ix) the occurrence of any event, or series of events, beyond the control of the Underwriter;

which, in the sole opinion of the Underwriter:

• (1) is or will or is likely to have a material adverse effect on the business or financial or trading position or prospects of the Group or the Rights Issue; or

• (2) has or will have or is likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares taken up; or

• (3) makes it inadvisable or inexpedient for the Company to proceed with the Rights Issue; or

• (b) there comes to the notice of the Underwriter:

• (i) any matter or event showing any of the warranties was, when given, untrue or misleading or as having been breached in any respect; or

• (ii) any breach by the Company of the Underwriting Agreement, or any breach by any of the parties to the 2009 Option Undertakings, the Irrevocable Undertaking or the Option Undertakings or any of their respective obligations or undertakings contained therein; or

• (iii) any event, act or omission occurs which gives or is likely to give rise to any liability of the Company pursuant to the indemnities referred to in the Underwriting Agreement,

then and in any such case the Underwriter may, upon giving notice to the Company, terminate the Underwriting Agreement with immediate effect.

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TERMINATION OF UNDERWRITING AGREEMENT

Upon the giving of notice of termination, the Underwriting Agreement shall terminate and, save for certain provisions of the Underwriting Agreement, the obligations of the parties to the Underwriting Agreement shall immediately cease and be null and void and none of the parties shall, save for certain provisions of the Underwriting Agreement, have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement. If the Underwriter exercises such right, the Rights Issue will not proceed.

WARNING OF THE RISKS OF DEALING IN SHARES AND RIGHTS SHARES

As mentioned, the Rights Issue is conditional upon the fulfilment or, where applicable, waiver of several conditions, set out in the section headed ‘‘II. The Rights Issue — C. Underwriting Arrangements — 2. Conditions of the Underwriting Agreement’’ in the Letter from the Board as contained in this Prospectus. The obligation of the Underwriter to underwrite the Rights Issue is also conditional on (i) the satisfaction (or, where applicable, waiver) of, among other things, the conditions referred to in the section headed ‘‘II. The Rights Issue — C. Underwriting Arrangements — 2. Conditions of the Underwriting Agreement’’ in the Letter from the Board as contained in this Prospectus, and (ii) the Underwriting Agreement not being terminated by the Underwriter in accordance with its terms. If the conditions are not fulfilled (or, where applicable, waived) or the Underwriting Agreement is terminated pursuant to its terms, the Rights Issue will not proceed.

The Shares have been dealt in on an ex-rights basis from 3 September 2013. Dealings in the Rights Shares in the nil-paid form will take place from 13 September 2013 to 23 September 2013 (both days inclusive).

Any Shareholder or other person contemplating selling or purchasing Shares or the Rights Shares in their nil-paid form and who is in any doubt about his position, is recommended to consult his professional adviser. Any Shareholder or other person dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled or, where applicable, waived (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) and any person dealing in the nil-paid Rights Shares during the period from 13 September 2013 to 23 September 2013 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. If in any doubt, Shareholders and potential investors are recommended to consult their professional advisers. Shareholders and potential investors should exercise caution in dealing in the securities of the Company.

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LETTER FROM THE BOARD

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G-RESOURCES GROUP LIMITED 國 際 資 源 集 團 有 限 公 司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1051)

Executive Directors: Mr. Chiu Tao (Chairman) Mr. Owen L Hegarty (Vice-Chairman) Mr. Peter Geoffrey Albert (Chief Executive Officer) Mr. Ma Xiao (Deputy Chief Executive Officer) Mr. Wah Wang Kei, Jackie Mr. Hui Richard Rui

Independent non-executive Directors: Mr. Or Ching Fai (Vice-Chairman) Ms. Ma Yin Fan Mr. Leung Hoi Ying

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of business in Hong Kong: Rooms 4501–02, 4510 45th Floor China Resources Building 26 Harbour Road Wanchai Hong Kong

11 September 2013

To the Qualified Shareholders and, for information only, the Excluded Shareholders

Dear Sir or Madam,

RIGHTS ISSUE OF 7,568,593,180 RIGHTS SHARES ON THE BASIS OF TWO RIGHTS SHARES FOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE AT HK$0.16 PER RIGHTS SHARE

I. INTRODUCTION

As announced in the Announcement, the Company proposes to raise approximately HK$1,211.0 million before expenses by way of a rights issue of 7,568,593,180 Rights Shares at a price of HK$0.16 per Rights Share on the basis of two Rights Shares for every five Existing Shares held on the Record Date. The Rights Issue is not available to the Excluded Shareholders.

• For identification purposes only

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LETTER FROM THE BOARD

The purpose of this Prospectus is to provide you with further information regarding the Rights Issue, including information on procedures for payment and acceptance of provisional allotment of Rights Shares, and certain financial information and other information in respect of the Group.

II. THE RIGHTS ISSUE

A. Issue Statistics of the Rights Issue

Basis of the Rights Issue: Two Rights Shares for every five Existing Shares held on the Record Date by the Qualified Shareholders Subscription Price: HK$0.16 per Rights Share

Number of Shares in issue on 18,921,482,950 Shares the Record Date:

Number of outstanding Share 963,987,355 Share Options Options as at the Record Date: Number of outstanding share 430,252,906 Share Options options under the Share Option Agreements as at the Record Date:

Number of Rights Shares: 7,568,593,180 Rights Shares

Underwriter: UBS AG, Hong Kong Branch

Enlarged issued share capital of HK$264,900,761.30 comprising 26,490,076,130 Shares the Company upon completion (assuming no new Shares are allotted pursuant to any of the Rights Issue: exercise of Share Options or options under the Share Option Agreements after the Record Date through the completion of the Rights Issue)

Apart from the Share Options and the share options outstanding under the Share Option Agreements, there were no other convertible securities, options or warrants in issue which would otherwise confer any right to subscribe for, convert or exchange into the new Shares which may be issued and allotted to the Shareholders on or before the Record Date. The Directors have confirmed that, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, they will not apply for excess Rights Shares under the Rights Issue.

The nil-paid Rights Shares to be provisionally allotted pursuant to the terms of the Rights Issue represent: (a) 40% of the Company’s existing issued share capital as of the Record Date; and (b) approximately 29% of the Company’s enlarged issued share capital as enlarged by the issue of the Rights Shares (assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements after the Record Date through the completion of the Rights Issue).

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LETTER FROM THE BOARD

Qualified Shareholders

The Rights Issue Documents are being sent to the Qualified Shareholders. For Excluded Shareholders, except those known by the Company to be resident in the United States, the Company will, to the extent reasonably practicable and legally permitted, send this Prospectus to them for their information purposes only, but the Company will not send any PALs and Excess Application Forms to them.

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company at the close of business on the Record Date and not be an Excluded Shareholder.

Qualified Shareholders who take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company. If a Qualified Shareholder does not take up any of its/his/her entitlement under the Rights Issue, its/his/her proportionate shareholding in the Company will be diluted.

B. Terms of the Rights Issue

1. Subscription Price

The Subscription Price of HK$0.16 per Rights Share is payable in full by a Qualified Shareholder upon acceptance of the relevant provisional allotment of Rights Shares or, where applicable, upon application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares subscribes for Rights Shares.

The Subscription Price represents:

• (i) a discount of approximately 50% to the closing price of HK$0.32 per Share as quoted on the Stock Exchange on the date of the Announcement;

• (ii) a discount of approximately 41.7% to the theoretical ex-rights price of HK$0.27 per Share, which is calculated on the basis of the closing price of HK$0.32 per Share as quoted on the Stock Exchange on the date of the Announcement;

• (iii) a discount of approximately 46.1% to the average of the closing prices per Share for the five trading days ended on the date of the Announcement of approximately HK$0.30;

• (iv) a discount of approximately 46.0% to the average of the closing prices per Share for the ten trading days ended on the date of the Announcement of approximately HK$0.30; and

• (v) a discount of approximately 55.7% to the unaudited consolidated net tangible asset value attributable to equity holders of the Company per Share as at 31 December 2012 of approximately HK$0.36 (based on 18,921,482,950 Shares in issue as at the Last Practicable Date).

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LETTER FROM THE BOARD

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Underwriter with reference to the then market environment and the prevailing Share prices. Each Qualified Shareholder will be entitled to subscribe for the Rights Shares at the same Subscription Price in proportion to its/his/her shareholding held on the Record Date.

After taking into consideration the reasons for the Rights Issue as stated in the section headed ‘‘— E. Reasons for and Benefits of the Rights Issue and Use of Proceeds’’ below, and having regard to (i) the trading prices of the Shares on the secondary markets and (ii) the desired proceeds to the Company from the Rights Issue, the Directors consider the terms of the Rights Issue, including the Subscription Price (and the discounts to the relative values as indicated above) and in the context of the Company’s long-term business strategy, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole, facilitating a rights offering which is accessible to all shareholders of the Company.

2. Basis of Provisional Allotments

The basis of the provisional allotment shall be two Rights Shares for every five Existing Shares held on the Record Date, being 7,568,593,180 Rights Shares at a price of HK$0.16 per Rights Share. Application for all or any part of a Qualified Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for. No odd-lot matching services will be provided.

3. Share Certificates and Refund Cheques for the Rights Issue

Subject to the fulfillment or, where applicable, waiver of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted on 7 October 2013 to those who have accepted and (where applicable) applied for, and paid for, the Rights Shares by ordinary post at their own risk. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on 7 October 2013 by ordinary post to the applicants at their own risk.

4. Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares then in issue such that holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions, the record dates of which are on or after the date of allotment of the Rights Shares.

5. Fractional entitlements to the Rights Shares

The entitlements of the Qualified Shareholders will be rounded down to the nearest whole number. Fractional entitlements for the nil-paid Rights Shares will not be issued but will be aggregated (rounded down to the nearest whole number) and sold, if a premium (net of expenses) can be obtained, for the benefit of the Company. Any unsold

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LETTER FROM THE BOARD

aggregate of fractions of nil-paid Rights Shares will be made available for excess application under the Excess Application Forms. See section headed ‘‘II. The Rights Issue — B. Terms of the Rights Issue — 8. Application for excess Rights Shares’’ below.

6. Excluded Shareholders

The Rights Issue Documents will not be registered under applicable securities law of any jurisdiction other than Hong Kong. Shareholders who reside outside of Hong Kong may not be eligible to take part in the Rights Issue as explained below.

The Board has made enquiries regarding the legal restrictions under the applicable securities legislation of the Specified Territories and the requirements of the relevant regulatory bodies or stock exchanges with respect to the offer of the Rights Shares to the Shareholders in those territories. Having considered the circumstances, the Directors have formed the view that, subject to certain limited exceptions as described below, it is necessary or expedient to restrict the ability of Shareholders in the Specified Territories to take up their rights under the Rights Issue due to the time and costs involved in the registration or filing of this Prospectus and/or approval required by the relevant authorities in those territories and/or additional steps the Company and Shareholders need to take to comply with the local legal requirements and/or other requirements to be satisfied in order to comply with relevant local legal or regulatory requirements in those territories.

Accordingly, for the purposes of the Rights Issue, the Excluded Shareholders are:

• (a) Shareholders whose names appeared in the register of members of the Company as at the close of business on the Record Date but whose addresses as shown on such register are in any of the Specified Territories, except for those Shareholders who fulfil, to the satisfaction of the Company, the relevant requirements specified under ‘‘— Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue’’ below; and

• (b) Shareholders and Beneficial Shareholders who are otherwise known by the Company to be resident in any jurisdiction(s) outside Hong Kong, except for those Shareholders or Beneficial Shareholders who fulfil, to the satisfaction of the Company, the relevant requirements specified under ‘‘— Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue’’ below.

Notwithstanding any other provision in this Prospectus or the PAL or the Excess Application Form, the Company reserves the right to permit any Shareholder to take up his/her/its rights if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question.

Receipt of this Prospectus and/or a PAL and/or an Excess Application Form or the crediting of nil-paid Rights Shares to a stock account in CCASS does not and will not constitute an offer, invitation or recommendation to subscribe for or purchase any

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LETTER FROM THE BOARD

securities in those jurisdictions in which it would be illegal to make an offer, invitation or recommendation for such securities and, in those circumstances, this Prospectus and/or a PAL and/or an Excess Application Form must be treated as sent for information only, and neither this Prospectus nor anything in it shall form the basis of any such contract or commitment and none of them should be copied or redistributed. Persons (including, without limitation, agents, custodians, nominees and trustees) who receive a copy of this Prospectus and/or a PAL and/or an Excess Application Form or whose stock account in CCASS is credited with nil-paid Rights Shares should not, in connection with the Rights Issue, distribute or send the same in, into or from, or transfer nil-paid Rights Shares to any person in, into or from, any of the Specified Territories. If a PAL or an Excess Application Form or a credit of nil-paid Rights Shares in CCASS is received by any person in any such territory, or by his/her/its agent or nominee, he/she/it should not seek to take up the rights referred to in the PAL or transfer the PAL (or apply for any excess Rights Shares under the Excess Application Form) or transfer the nil-paid Rights Shares in CCASS unless the Company determines that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, nominees and trustees) who does forward this Prospectus or a PAL or an Excess Application Form in, into or from any Specified Territory (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this section.

With respect to Excluded Shareholders who hold interests in Shares through CCASS, their nominees, custodians or other intermediaries may sell, on such Excluded Shareholders’ behalf, their entitlements to the nil-paid Rights Shares in compliance with the ‘‘General Rules of CCASS’’ and the ‘‘CCASS Operational Procedures’’ in effect from time to time and applicable securities laws and distribute the proceeds thereof as appropriate.

Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders, to be sold in the market in their nilpaid form as soon as practicable after the commencement of the dealings in the nil-paid Rights Shares, at such premium in excess of the expenses of sale as may reasonably be obtained. The net proceeds of such sale (if any), less expenses of sale, will be divided on a pro rata basis to the Excluded Shareholders, provided that the Company will pay individual amounts of more than HK$100 to the relevant Excluded Shareholders in Hong Kong dollars and will retain individual amounts of HK$100 or less for its own benefit.

Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue

Notwithstanding what is said above in this section headed ‘‘— 6. Excluded Shareholders’’, the following limited categories of persons in the Specified Territories may be able to take up their rights under the Rights Issue:

• . Shareholders or Beneficial Shareholders within the United States are generally Excluded Shareholders, except for a limited number of Shareholders and Beneficial Shareholders in the United States who the Company reasonably

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LETTER FROM THE BOARD

believes are QIBs who may be able to take up their nil-paid Rights Shares to subscribe for Rights Shares being offered in the Rights Issue in transactions conducted in accordance with an applicable exemption from the registration requirements under the U.S. Securities Act, provided that they fulfil relevant requirements to the satisfaction of the Company, including confirming to the Company in writing that they satisfy the requirements to be a QIB and stating in writing to the Company their intentions in subscribing for the Rights Shares.

7. Procedures for Acceptance or Transfer

General

Any person (including, without limitation, agents, nominees and trustees) wishing to take up his/her/its rights under the Rights Issue must satisfy himself/ herself/itself as to full observance of the applicable laws of any relevant territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. The attention of Shareholders with registered addresses in any of the Specified Territories or holding Shares on behalf of persons with such addresses is drawn to the section above headed ‘‘— 6. Excluded Shareholders — Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue’’.

For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties below.

Each subscriber (including, without limitation, agents, nominees and trustees) of Rights Shares being offered and sold outside the United States will be deemed (by accepting delivery of this Prospectus) to have given each of the following representations and warranties to the Company and the Underwriter and to any person acting on their behalf, unless in their sole discretion the Company and the Underwriter waive such requirement:

• . He/she/it was a Shareholder as of the Record Date, or he/she/it lawfully acquired or may lawfully acquire the nil-paid Rights Shares, directly or indirectly, from such a person;

• . He/she/it may lawfully be offered, take up, obtain, subscribe for and receive the nil-paid Rights Shares and/or the Rights Shares in the jurisdiction in which he/she/it resides or is currently located;

• . Subject to certain exceptions, he/she/it is not resident or located in, or a citizen of, the United States;

• . Subject to certain exceptions, he/she/it is not accepting an offer to acquire or take up the nil-paid Rights Shares or Rights Shares on a nondiscretionary basis for a person who is resident or located in, or a citizen of, the United States at the time the instruction to accept was given;

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LETTER FROM THE BOARD

• . He/she/it is not taking up for the account of any person as a dealer or other professional fiduciary, organized, incorporated, or, if an individual, resident in the United States, unless:

• (a) the instruction to take up was received from a person outside the United States and

• (b) the person giving such instruction has confirmed that (i) it has the authority to give such instruction and (ii) either (A) has investment discretion over such account or (B) is an investment manager or investment company that it is acquiring the Rights Shares in an ‘‘offshore transaction’’ within the meaning of Regulation S under the U.S. Securities Act;

• . He/she/it is acquiring the nil-paid Rights Shares and/or the Rights Shares in an ‘‘offshore transaction’’ as defined in Regulation S under the U.S. Securities Act;

• . He/she/it has not been offered the Rights Shares by means of any ‘‘directed selling efforts’’ as defined in Regulation S under the U.S. Securities Act;

• . He/she/it is not acquiring nil-paid Rights Shares or Rights Shares with a view to the offer, sale, transfer, delivery or distribution, directly or indirectly, of such nil-paid Rights Shares or Rights Shares into the United States; and

• . He/she/it understands that neither the nil-paid Rights Shares nor the Rights Shares have been or will be registered under the U.S. Securities Act or with any securities regulatory authority of any state, territory, or possession of the United States and the nil-paid Rights Shares and Rights Shares are being distributed and offered outside the United States in reliance on Regulation S under the U.S. Securities Act. Consequently he/ she/it understands that neither the nil-paid Rights Shares nor Rights Shares may be offered, sold, pledged or otherwise transferred in or into the United States, except pursuant to an effective registration statement or in accordance with an applicable exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act.

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LETTER FROM THE BOARD

Each subscriber (including, without limitation, agents, nominees and trustees) of Rights Shares being offered and sold within the United States will be deemed (by accepting delivery of this Prospectus) to have given each of the following representations and warranties to the Company and to any person acting on its behalf, unless in its sole discretion the Company waives such requirement:

• . He/she/it (i) is a QIB, (ii) is aware, and the person for whose account he/ she/it is acquiring such nil-paid Rights Shares or Rights Shares has been advised, that the sale to him/her/it may be made in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act, (iii) is acquiring the nil-paid Rights Shares or Rights Shares for his/her/its own account or for the account of a QIB for which he/she/it invests on a discretionary basis, as the case may be, and (iv) is not acquiring the nil-paid Rights Shares or Rights Shares with a view to the further distribution of such nil-paid Rights Shares or Rights Shares;

• . He/she/it understands that the nil-paid Rights Shares and Rights Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act, that the nilpaid Rights Shares or Rights Shares have not been and will not be registered under the U.S. Securities Act or any securities laws of any State or other jurisdiction of the United States and that if in the future he/she/it decides to offer, resell, pledge or otherwise transfer any of the nil-paid Rights Shares or Rights Shares, such nil-paid Rights Shares or Rights Shares may be offered, resold, pledged or otherwise transferred only (A)(i) in the United States to a person whom he/she/it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A; (ii) in an offshore transaction in accordance with Regulation S under the U.S. Securities Act; (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder (if available); or (iv) pursuant to an effective registration statement under the U.S. Securities Act, and (B) in each case, in accordance with all applicable securities laws of any State or other jurisdiction of the United States. He/she/it acknowledges that the nil-paid Rights Shares or Rights Shares (whether in physical, certificated form or uncertificated form) are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the U.S. Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 under the U.S. Securities Act for any resale of nil-paid Rights Shares or Rights Shares;

• . He/she/it will not deposit the nil-paid Rights Shares or Rights Shares, or cause any nil-paid Rights Shares or Rights Shares to be deposited, into any unrestricted depositary receipt facility established or maintained by a depositary bank relating to the nil-paid Rights Shares or Rights Shares, unless or until the nil-paid Rights Shares or Rights Shares are no longer deemed ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the U.S. Securities Act;

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LETTER FROM THE BOARD

• . Any offer, sale, pledge or other transfer made other than in compliance with the above stated restrictions will not be recognized by us in respect of the nil-paid Rights Shares or Rights Shares; and

• . He/she/it will notify and will be deemed to have notified, and each subsequent holder is required to notify and will be deemed to have notified, any purchaser of the nil-paid Rights Shares or Rights Shares from him/her/it or such subsequent holder of these resale restrictions, if then applicable.

Process for Acceptance

A PAL is enclosed with this Prospectus which entitles the Qualified Shareholders to whom it is addressed to subscribe for the number of Rights Shares shown therein. If a Qualified Shareholder wishes to accept all the Rights Shares provisionally allotted to him/her/it as specified in the PAL, he/she/it must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with Union Registrars Limited, as Registrar for the Rights Issue, at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong by 4:00 p.m. on 26 September 2013. All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank account with, or cashier orders must be issued by, a licensed bank in Hong Kong and made payable to ‘‘G-RESOURCES GROUP LIMITED — RIGHTS ISSUE ACCOUNT’’ and crossed ‘‘Account ’’ Payee Only .

It should be noted that unless the enclosed PAL, together with the appropriate remittance, has been lodged with the Registrar at the Registrar’s Office by 4:00 p.m. on 26 September 2013, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled. The Company may, at its discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions.

All cheques or cashier orders for the Rights Shares will be presented for payment immediately upon receipt and all interest earned on such monies will be retained for the benefit of the Company. Any PAL in respect of which the cheque or cashier order is dishonoured on first presentation is liable to be rejected, and in that event the provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled.

If the Underwriter exercises its rights to terminate the Underwriting Agreement or if any of the conditions of the Rights Issue is not fulfilled or, where applicable, waived on or before the time and date as specified in the Underwriting Agreement, the monies received in respect of acceptances of the Rights Shares will be refunded

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LETTER FROM THE BOARD

to the applicants without interest by means of cheque(s) to be dispatched by ordinary post to such applicants on or before 7 October 2013 at their own risk to their registered address.

Splitting of Nil-paid Rights Shares

If a Qualified Shareholder wishes to accept only part of his/her/its provisional allotment or transfer a part of his/her/its rights to subscribe for the Rights Shares provisionally allotted to him/her/it under the PAL or to transfer all or part of his/her/ its rights to more than one person, the original PAL must be surrendered and lodged for cancellation by 4:30 p.m. on 17 September 2013 with the Registrar at the Registrar’s Office, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection from the Registrar at the Registrar’s Office after 9:00 a.m. on the second Business Day after the surrender of the original PAL. The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Qualified Shareholders.

8. Application for excess Rights Shares

Qualified Shareholders may, by way of excess application, apply for any unsold entitlements of the Excluded Shareholders, any nil-paid Rights Shares provisionally allotted to the Qualified Shareholders but not accepted and any unsold Rights Shares created by aggregating fractions of nil-paid Rights Shares.

If a Qualified Shareholder wishes to apply for any Rights Shares in addition to his/ her/its provisional allotment, he/she/it must complete, sign and lodge the Excess Application Form in accordance with the instructions printed thereon, together with a remittance for the full amount payable on application in respect of the excess Rights Shares applied for, with the Registrar at the Registrar’s Office, by 4:00 p.m. on 26 September 2013. All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank account with, or cashier orders must be issued by, a licensed bank in Hong Kong and made payable to ‘‘G-RESOURCES GROUP LIMITED — EXCESS APPLICATION ACCOUNT’’ and crossed ‘‘Account Payee Only’’. The Board will allocate the excess Rights Shares at its discretion on a fair and equitable basis, and on the following principles:

• (1) preference will be given to applications for less than a board lot of Rights Shares where they appear to the Board that such applications are made to top up odd-lot holdings to board-lot holdings (unless the total number of excess Rights Shares is not sufficient to top up all odd-lots into whole board-lots) and that such applications are not made with the intention to abuse this mechanism; and

• (2) subject to the availability of excess Rights Shares after allocation under principle (1) above, the excess Rights Shares will be allocated to Qualified Shareholders who have applied for excess Rights Shares on pro-rata basis with reference to their number of excess Rights Shares applied for, and with board-

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LETTER FROM THE BOARD

lot allocations to be made on a best effort basis. No reference will be made to the Rights Shares comprised in applications by PALs or the existing number of Shares held by the Qualified Shareholders.

Investors with their Shares held by a nominee (or CCASS) should note that the Board will regard the nominee (including CCASS) as a single Shareholder according to the register of members of the Company. Accordingly, investors whose Shares are registered in the name of a nominee (or CCASS) should note that the aforesaid arrangement in relation to the top-up of odd-lots for allocation of excess Rights Shares will not be extended to them individually.

If a Qualified Shareholder wishes to apply for any Rights Shares in addition to his provisional allotment, he must complete and sign an Excess Application Form and lodge it, together with a separate remittance for the amount payable on application in respect of the excess Rights Shares applied for, with the Registrar at the Registrar’s Office by a time which is currently expected to be 4:00 p.m. on 26 September 2013, or such later time and/or date as may be agreed between the Company and the Underwriter.

9. Irrevocable Undertaking from CST Mining

On 28 August 2013, CST Mining, a substantial shareholder of the Company through its wholly-owned subsidiary, Skytop, was the ultimate beneficial owner of 3,115,231,571 Shares, representing approximately 16.46% of the issued share capital of the Company. Pursuant to the Irrevocable Undertaking, CST Mining has, among other things, irrevocably and unconditionally undertaken to the Company and the Underwriter that (i) such Shares then owned by Skytop would remain owned by Skytop at the close of business on the Record Date, (ii) it would accept or procure the acceptance of the 1,246,092,628 Rights Shares, representing its full entitlement to the new Shares under the Rights Issue and (iii) it would apply for, or procure the application for 2,098,811,747 Rights Shares in excess of those which will be provisionally allotted to Skytop by way of excess application under the Rights Issue.

Save for CST Mining, the Board has not received any information from any substantial Shareholders of their intention to take up the Rights Shares provisionally allotted to them.

In addition, CST Mining has undertaken to the Underwriter that, without the prior written consent of the Underwriter, at any time during the CST Lock-up Period, CST Mining will not (i) sell or contract to sell, mortgage, charge, pledge, hypothecate, or create a security interest or right of any kind over any Shares, (ii) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of any Shares, or (iii) enter into any transaction with the same economic effect as in (i) or (ii) above, in each case, whether the transaction is to be settled by delivery of Shares or in cash or otherwise.

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LETTER FROM THE BOARD

10. Application for listing of the Rights Shares on the Stock Exchange

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Rights Shares, in both nil-paid and fully-paid forms. The Rights Shares do not constitute a new class of securities to be listed on the Stock Exchange. No part of the share capital of the Company is listed or dealt in on any other stock exchange, nor is listing of or permission to deal in the share capital or any part of the share capital of the Company being or is proposed to be sought on any other stock exchange.

Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fullypaid forms 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 Rights 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. Shareholders should seek advice from their licensed securities dealer or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Nil-paid Rights Shares are expected to be traded in board lots of 3,000 Shares (as the Shares are currently traded on the Stock Exchange in board lots of 3,000 Shares). Dealings in the nil-paid and fully-paid Rights Shares will be subject to the payment of stamp duty, Stock Exchange trading fees, SFC transaction levy and any other applicable fees and charges in Hong Kong.

If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not proceed.

C. Underwriting Arrangements

1. Principal Terms of the Underwriting Agreement

Date: 28 August 2013 Parties: The Company and UBS AG, Hong Kong Branch as the Underwriter Number of Underwritten 4,223,688,805 Rights Shares Rights Shares:

Underwriter’s commission: Approximately HK$22.2 million plus a discretionary fee of 0.5% of the aggregate Subscription Price of all Rights Shares

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LETTER FROM THE BOARD

The Underwriter has conditionally agreed to fully underwrite 4,223,688,805 Underwritten Rights Shares, representing approximately 15.94% of the issued share capital of the Company as enlarged by the issue of the Rights Shares (assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements after the Record Date through the completion of the Rights Issue).

2. Conditions of the Underwriting Agreement

The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. The obligations of the Underwriter under the Underwriting Agreement are conditional upon, among other things:

• (a) the delivery to the Stock Exchange for authorisation and registration with the Registrar of Companies respectively two copies of this Prospectus, PAL and Excess Application Form duly certified by two Directors (or by their agents duly authorised in writing) as having been approved by a resolution of the Board (and with all other documents required to be attached thereto under the Companies Ordinance) and the Registrar of Companies registering this Prospectus not later than the Prospectus Posting Date and otherwise in compliance with the Listing Rules and the Companies Ordinance;

• (b) the posting of the applicable Rights Issue Documents to the Qualified Shareholders and (subject to the restrictions, if any, under the relevant overseas laws and regulations) the posting of this Prospectus stamped ‘‘For Information Only’’ to the Excluded Shareholders other than those Excluded Shareholders who have registered address, or whom the Company knows to be resident, in the United States, in each case, on the Prospectus Posting Date in accordance with the terms of the Underwriting Agreement;

• (c) the Company shall, at the date of this Prospectus, have delivered to the Underwriter a certificate of its chairman and its chief financial officer, dated as of the date of this Prospectus, and in the form set forth in the Underwriting Agreement;

• (d) the Underwriter receiving from the Company all conditions precedent documents as set out in the Underwriting Agreement in accordance with the times specified therein;

• (e) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked, the listing of, and permission to deal in, the Rights Shares, in nil-paid and fully-paid forms, before 8:00 a.m. on 13 September 2013, being the expected date of commencement of dealings in the nil-paid Rights Shares (or such other date as may be agreed between the Company and the Underwriter), and such listing and permission not being revoked prior to the Latest Time for Termination;

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LETTER FROM THE BOARD

• (f) each condition to enable the nil-paid Rights Shares and the fully-paid Rights Shares to be admitted as eligible securities for deposit, clearance and settlement in CCASS having been satisfied not later than the Business Day prior to the first day of dealings in nil-paid Rights Shares as set out in this Prospectus and no notification having been received by the Company from HKSCC by such date that such admission or facility for holding and settlement has been or is to be refused;

• (g) fulfilment by CST Mining with all of its obligations under the Irrevocable Undertaking;

• (h) the Shares remaining listed on the Stock Exchange at all times up to and including the Latest Time for Termination and the current listing of the Shares not having been withdrawn or the trading of the Shares not having been suspended for a consecutive period of more than five trading days (other than any suspension pending clearance of the Announcement) and no indication being received before the Latest Time for Termination from the Stock Exchange to the effect that such listing may be withdrawn or objected to (or conditions will or may be attached thereto) including but not limited to as a result of the Rights Issue or in connection with the terms of the Underwriting Agreement or for any other reason; and

• (i) compliance by the Company with all of its undertakings and obligations under the Underwriting Agreement.

If the conditions of the Rights Issue are not fulfilled (and/or waived, if permitted by the terms of the Underwriting Agreement, in whole or in part by the Underwriter) at or before the Latest Time for Termination (or such later time and/or date as the Company and the Underwriter may agree), the Underwriting Agreement shall terminate and, save for certain provisions of the Underwriting Agreement, the obligations of the parties to the Underwriting Agreement shall immediately cease and be null and void and none of the parties shall, save for certain provisions of the Underwriting Agreement and any right or liability accrued before such termination, have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement; and the Company shall reimburse the Underwriter all such reasonable costs and expenses as have been properly incurred by it in connection with the Rights Issue. In such event, the Rights Issue will not proceed.

3. Termination of the Underwriting Agreement

Please refer to the section headed ‘‘Termination of Underwriting Agreement’’ on pages 8 to 10 of this Prospectus.

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LETTER FROM THE BOARD

4. Undertaking by the Company

The Company undertakes to the Underwriter that, without the prior written consent of the Underwriter, the Company shall not (except for the offer, allotment and issue of the Rights Shares pursuant to the Rights Issue, and the allotment and issue of Shares upon any exercise of Share Options or share options under a Share Option Agreement), and shall procure each other member of the Group not to, at any time during the period commencing on the date of the Underwriting Agreement and ending on, and including, the date that is 90 days after the first day of trading of the Rights Shares in fully-paid form on the Stock Exchange (the ‘‘Lock-up Period’’):

• (a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, hedge, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an encumbrance over, or contract or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to subscribe for or purchase, any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable), or deposit Shares with a depositary in connection with the issue of depositary receipts; or

• (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to subscribe for or purchase, any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable);

• (c) enter into any transaction with the same economic effect as any transaction specified in (a) or (b) above; or

• (d) offer to or agree to or announce any intention to effect any transaction specified in clause (a), (b) or (c) above,

in each case, whether the transaction is to be settled by delivery of Shares or such other securities of the Company or shares or such other securities of any member of the Group, as applicable, or in cash or otherwise (whether or not the allotment or issue of Shares or such other securities of the Company or shares or such other securities of any member of the Group, as applicable, will be completed within the Lock-up Period).

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LETTER FROM THE BOARD

D. Shareholding Structure of the Company

The shareholdings in the Company (i) as at the Record Date; (ii) immediately after completion of the Rights Issue (assuming all Rights Shares will be taken up by Qualified Shareholders); and (iii) immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than (x) CST Mining pursuant to the Irrevocable Undertaking and (y) the Underwriter pursuant to the Underwriting Agreement), will be as follows:

Assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements after the Record Date through the completion of the Rights Issue

CST Mining (in the capacity of a substantial shareholder and pursuant to the Irrevocable Undertaking) The Underwriter (in the capacity of the Underwriter) Sub-total Other Shareholders Total	Existing shareholding as at the Record Date No. of Shares Approximate % 3,115,231,571 16.46% 0 0% 3,115,231,571 16.46% 15,806,251,379 83.54% 18,921,482,950 100%	Immediately after completion of the Rights Issue (assuming all Rights Shares will be taken up by Qualified Shareholders) No. of Shares Approximate % 4,361,324,199 16.46% 0 0% 4,361,324,199 16.46% 22,128,751,931 83.54% 26,490,076,130 100%	Immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than CST Mining pursuant to the Irrevocable Undertaking and the Underwriter pursuant to the Underwriting Agreement) No. of Shares Approximate % 6,460,135,946 24.39% 4,223,688,805 15.94% 10,683,824,751 40.33% 15,806,251,379 59.67% 26,490,076,130 100%	Immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than CST Mining pursuant to the Irrevocable Undertaking and the Underwriter pursuant to the Underwriting Agreement) No. of Shares Approximate % 6,460,135,946 24.39% 4,223,688,805 15.94% 10,683,824,751 40.33% 15,806,251,379 59.67% 26,490,076,130 100%
				40.33%
				59.67%
				100%

Upon completion of the Rights Issue, the Company will continue to comply with the public float requirement as set out under Rule 8.08(1) of the Listing Rules.

E. Reasons for and Benefits of the Rights Issue and Use of Proceeds

All the proceeds raised from the Rights Issue, after deduction of all the relevant expenses, are intended to be used for general working capital of the Group.

The Directors are of the view that the Rights Issue is in the interests of the Company and the Shareholders as a whole and the Rights Issue is an appropriate means of raising capital to support the Company’s continuing development and business growth, whilst allowing all the Qualified Shareholders the equitable opportunity to increase their investment in the Company

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LETTER FROM THE BOARD

and participate in the Company’s prospects. However, those Qualified Shareholders who do not take up the Rights Shares to which they are entitled should note that their shareholdings in the Company will be diluted.

The estimated net proceeds of the Rights Issue will be approximately HK$1,183.5 million and are intended to be used for general working capital of the Group. As at the date hereof, the Company has not entered into any agreement in relation to such acquisitions of mines and will comply with the applicable requirements under the Listing Rules as and when they materialise.

The estimated expenses of the Rights Issue (including professional fees and other related expenses) amount to approximately HK$27.5 million and will be borne by the Company.

F. Arrangements for Excluded Shareholders

The Rights Issue Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdictions other than Hong Kong. No part of the Rights Issue Documents should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Company.

In the circumstances, no action has been taken by the Company to permit the public offering of the Rights Shares, or the distribution of this Prospectus or any of the related application forms, in any territory or jurisdiction outside Hong Kong. Accordingly, no person receiving a copy of this Prospectus or any of the related letters or application forms in any territory or jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements.

As at the Record Date, according to the register of members of the Company, there were six Shareholders whose registered addresses were outside Hong Kong.

G. Recent Developments

June 2013 Update

On 30 July 2013, the Company issued an announcement containing the quarterly update on the operating performance of the Group for the three months ended on 30 June 2013 (the ‘‘June 2013 Update’’). The announcement contained, among others, the following information:

The second quarter of 2013 has been the second full quarter of operations at Martabe and by the end of the quarter, mill throughput has continued to improve through the quarter with daily averages achieving 86% of design capacity. During the last few weeks of the second quarter, the mill operated at close to 110% of design capacity.

On 24 July 2013, Martabe Mine celebrated the first anniversary of gold production. In its first year, the Martabe Mine has produced over 200,000 oz of gold and almost one million oz of silver — exceeding ramp-up expectations.

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LETTER FROM THE BOARD

The key events during the second quarter were:

• . 70,212 oz of gold poured, yielding a total of 133,845 oz year to date.

• . 382,320 oz of silver poured, yielding a total of 626,703 oz year to date.

• . Gold and silver revenue received from sales of US$98.5 million.

• . Site operating costs for the quarter were under budget. Cash costs to gold under the Gold Institute Standard (‘‘NAGIS’’) were US$510/oz poured.

• . The formation and inauguration of a new community consultation committee elected by members of the community and endorsed by the Government of South Tapanuli.

• . Resource development drilling around the Purnama and Uluala Hulu deposits conducted.

• . Revised guidance for calendar year 2013 is 280,000 oz of gold to be produced at a NAGIS cash cost of US$512/oz.

Production Statistics	Q2 2013	Q1 2013
Tonnes Mined Ore	1,029,000	757,000
Tonnes Mined Waste	2,119,000	2,183,000
Tonnes Milled	971,000	803,000
Gold Head Grade, g/t	2.59	2.65
Silver Head Grade, g/t	15.16	12.25
Gold Recovery, %	89.5	91.6
Silver Recovery, %	83.5	79.1
Gold Poured, oz	70,212	63,633
Silver Poured, oz	382,320	244,383

At end of June 2013, the Company had US$59.7 million in cash and marketable securities based on unaudited consolidated management account. US$12.5 million was repaid in the second quarter on the revolving bank credit facility and US$50.0 million was outstanding at the end of the quarter. Bullion sales data for the quarters were as follows:

	Q2 2013	Q1 2013
Gold sold oz	63,107	67,897
Silver sold oz	355,233	227,402
Gold sold average price, US$/oz	1,431.47	1,636.00
Silver sold average price, US$/oz	23.12	29.89
Receipts from sales, US$ in millions	98.55	117.87

Information contained in other parts of the June 2013 Update is incorporated herein by reference.

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LETTER FROM THE BOARD

Profit Alert

On 28 August 2013, the Company issued an announcement containing the preliminary assessment by the Board of the financial performance of the Group for the financial year ended 30 June 2013, based on the unaudited consolidated management accounts for the Group for the same period (the ‘‘Positive Profit Alert’’). The announcement contained, among others, the following information:

Based on the preliminary assessment of the unaudited consolidated management accounts of the Group for the financial year ended 30 June 2013 and information currently available, it is expected that the Group will record its first annual net profit (as compared to the losses made by the Group in the previous years) since the Group’s acquisition of the Martabe Mine in 2009. As disclosed in the Company’s announcements headed ‘‘GResources — Martabe Mine Quarterly Update’’ dated 25 April 2013 and 30 July 2013, respectively, the revenue received by the Group in the March and June 2013 quarters from the sales of gold and silver amounted to approximately US$216 million, and the corresponding site cash costs at the Martabe Mine were approximately US$87 million. After deducting depreciation and non site costs in Indonesia, all other relevant expenses of the Group including, amongst others, depreciation and amortisation, directors’ remuneration and compensation expenses relating to the share options of the Company, and other relevant expenses and administrative costs incurred by the Group in its ordinary course of business and taking into account the loss of approximately US$8 million as reported in the interim report for the six months ended 31 December 2012, it is expected that the Group will record its first annual net profit for the financial year ended 30 June 2013.

H. Fund-raising Activities of the Group During the Past Twelve Months

Save for the Rights Issue, the Company has not conducted any equity fund raising exercise in connection with any issue of equity securities in the 12-month period immediately preceding the date of this Prospectus.

I. Adjustments in relation to the Exercise Price of Share Options from the Announcement

The Rights Issue, if it becomes unconditional, may lead to adjustments to the exercise price and/or the number of new Shares to be issued upon exercise of the outstanding Share Options and the share options outstanding under the Share Option Agreements. Pursuant to the terms of the Share Option Scheme and the Share Option Agreements, the Company will consult its auditor or independent financial adviser for the required adjustments and the holders of the Share Options will be informed of the required adjustments (if any) as soon as practicable. Further announcement will be made for adjustments to exercise price/number of the Share Option, if and when required and in accordance with the Listing Rules.

J. Listing Rules Implication

The Rights Issue is not subject to any Shareholders’ approval.

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LETTER FROM THE BOARD

K. Warning of the Risks of Dealing in Shares and Rights Shares

Please refer to the section headed ‘‘Termination of Underwriting Agreement — Warning of the Risks of Dealing in Shares and Rights Shares’’ on page 10 of this Prospectus.

III. TAXATION

Qualified Shareholders and Excluded Shareholders (if any) are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of, as regards Qualified Shareholders, holding or disposal of, or dealing in the Rights Shares and as regards the Excluded Shareholders (if any), their receipt of the net proceeds of sale of the Rights Shares otherwise falling to be provisionally allotted to them under the Rights Issue. It is emphasised that none of the Company, its Directors, and any other parties involved in the Rights Issue accepts responsibility for any tax effects or liability of any Shareholder or transferee of nil-paid Rights Shares resulting from the purchase, holding or disposal of, or dealing in the Rights Shares and/or the nil-paid Rights Shares or receipt of such net proceeds.

IV. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this Prospectus.

Yours faithfully, For and on behalf of the Board of G-Resources Group Limited Chiu Tao

Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited results of the Group for the financial year ended 30 June 2013 is expected to be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company’s corporate website (http://www.g-resources.com/) on 24 September 2013. The audited consolidated financial statements of the Group for the three years ended 30 June 2010, 2011 and 2012 and the unaudited condensed consolidated financial statements of the Group for the six-month period ended on 31 December 2012 are included in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.g-resources.com):

• . annual report of the Company for the year ended 30 June 2012, dated 27 September 2012, published on 30 October 2012 (pages 59–107);

• . annual report of the Company for the year ended 30 June 2011, dated 29 September 2011, published on 27 October 2011 (pages 61–105);

• . annual report of the Company for the year ended 30 June 2010, dated 15 October 2010, published on 28 October 2010 (pages 55–104); and

• . interim financial report of the Company for the six months ended 31 December 2012, dated 28 February 2013, published on 26 March 2013 (pages 21–34).

2. INDEBTEDNESS

As at the close of business on 31 July 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this Prospectus, the Group had outstanding bank borrowings of approximately US$50 million secured by certain equity interest in the Group’s subsidiaries.

Save as disclosed above, at the close of business on 31 July 2013, and apart from intragroup liabilities, the Group did not have any outstanding mortgages, charges, debentures or other loan capital or bank overdrafts, loans, debt securities or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptances credits or hire purchase commitments, or any guarantees or any contingent liabilities.

The Directors have confirmed that, save as disclosed above, there has not been any material change in the indebtedness and contingent liabilities of the Group since 31 July 2013.

3. WORKING CAPITAL

After taking into account the Group’s:

• (i) internal financial resources;

• (ii) present available banking facilities;

• (iii) cash flows to be generated from the production and sale of gold and silver;

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• (iv) capital expenditure to be incurred for the production of gold and silver; and

• (v) estimated net proceeds from the Rights Issue,

the Directors are of the opinion that, in the absence of unforeseen circumstances, the Group will have sufficient working capital for at least the next twelve months from the date of publication of this Prospectus.

4. FINANCIAL AND TRADING PROSPECTS

The principal activities of the Group are investment holding, exploration and mining of gold and other minerals and securities investment.

Reference is made to (i) the annual report of the financial year ended on 30 June 2012 of the Group released on 30 October 2012, (ii) the interim financial report of the Group for the six months ended on 31 December 2012 and (iii) the Positive Profit Alert of the Company dated 28 August 2013.

The Martabe Mine produced first gold on 24 July 2012 and in the remainder of 2012, a total of 47,858 oz of gold and 218,361 oz of silver were produced. July 2012 through the remainder of 2012 were the early commissioning and ramp up months, and during those period the operations had been shut down for a period of six weeks to address some community concerns relating to discharge of clean water into the local Batangtoru river. In December 2012, the process plant achieved 80% of design tonnage throughput and in excess of 100% of gold output. The head grade of gold in ore delivered to the mill was on plan at 2.35 grammes per tonne, whilst recoveries of gold at over 90% was well in excess of plan. By the end of December 2012, all construction works had been completed with all construction crews demobilized. The only remaining work at the end of the year 2012 was the connection to the high voltage power grid which is anticipated to be completed in 2013.

For the six-months ended 30 June 2013, the Company sold 131,004 oz of gold and 582,635 oz of silver and received approximately US$216 million sales proceeds. The Company has repaid in the six months US$25 million on the revolving credit facility and US$50 million was outstanding at the end of June 2013. The Company had approximately US$59.7 million in cash and marketable securities at the end of June 2013.

Between April and June 2013, gold prices dropped from around US$1,580 per oz to approximately US$1,192 per oz and silver prices fell from approximately US$27 per oz to US$19 per oz. These fall in price prompted many miners to review and cut their gold production, operating costs, capital expenditure and exploration expenditure.

On 28 August 2013, the Company announced a positive profit alert. The management of the Company advised that based on the preliminary assessment of the unaudited consolidated management accounts of the Group for the financial year ended 30 June 2013 and information currently available, it is expected that the Group will record its first annual net profit (as compared to the losses made by the Group in the previous years) since the Group’s acquisition of the Martabe Mine in 2009. As disclosed in the Company’s announcements headed ‘‘GResources — Martabe Mine Quarterly Update’’ dated 25 April 2013 and 30 July 2013,

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

respectively, the revenue received by the Group in the March and June 2013 quarters from the sales of gold and silver amounted to approximately US$216 million, and the corresponding site cash costs at the Martabe Mine were approximately US$87 million (which excludes royalty and refining costs of approximately US$2 million and silver credits of approximately US$15 million). After deducting depreciation and non site costs in Indonesia, all other relevant expenses of the Group including, amongst others, depreciation and amortisation, directors’ remuneration and compensation expenses relating to the share options of the Company, and other relevant expenses and administrative costs incurred by the Group in its ordinary course of business and taking into account the loss of approximately US$8 million as reported in the interim report for the six months ended 31 December 2012, it is expected that the Group will record its first annual net profit for the financial year ended 30 June 2013.

The Company is in the process of preparing the consolidated financial statements of the Group for the financial year ended 30 June 2013. The information contained in the Positive Profit Alert on 28 August 2013 is only a preliminary assessment by the Board based on the unaudited consolidated management accounts for the Group for the financial year ended 30 June 2013, which have not been reviewed or audited by the Company’s auditors.

The Martabe Mine has operated for over a year and with the benefit of that experience along with a recent review of operational efficiency opportunities, the Company announced on 30 July 2013 an increase in forecast gold production for the calendar year 2013. The same was revised upwards from 250,000 oz to 280,000 oz. Silver production was increasing after lower production earlier in the year and forecast was revised to 1.7 million oz for the calendar year, down from 2.2 million oz. The Company will continue to take stringent cost control measures and closely monitor changes in the operating environment. Also, the management will continue to seek operational improvements in costs and production and optimise its resources to enhance and create value to Shareholders.

Cautionary Statement

The statements above under this section headed ‘‘— 4. Financial and Trading Prospects’’ involve known and unknown trends, risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by such statements.

In particular, the profitability of our gold and silver mining operations will be directly related to the market price of gold and silver and the volume of the gold and silver that we mine. Historically, gold and silver prices have widely fluctuated, and are influenced by a wide variety of factors, including inflation, currency fluctuations, regional and global demand and political and economic conditions.

The profitability of our operations will also be directly impacted by costs and expenses we incur in conducting our business. Actual capital and operating costs and economic returns may differ significantly from our current estimates, and there is no assurance that our costs and expenses will not exceed our current estimates. A number of factors — such as new mining or environmental regulations applicable to our operations

– I-3 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

of the Martabe Mine, labour shortages or strikes, accidents and natural disasters, or deterioration of credit markets or general economy — could significantly increase our costs of doing business.

Fluctuations in the price of gold and silver that we mine and our ability to maintain our capital and operating costs close to estimates may have a significant influence on the market price of the Shares. A prolonged decline in these prices or an overrun of capital or operating costs may materially and adversely affect our results of operations and financial condition.

Given these risks, uncertainties and other factors, you should not place undue reliance on the statements made under this section. You should read this Prospectus and the documents referenced herein completely and with the understanding that our actual future results may be materially different from what we expect.

– I-4 –

PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

APPENDIX II

For illustrative purposes, the financial information prepared in accordance with paragraph 4.29 of the Listing Rules is set out here to provide prospective investors with further information about how the financial information of the Group might be affected by completion of the Rights Issue as if the Rights Issue had been completed on 31 December 2012. The statement has been prepared for illustrative purposes only and because of its nature, it may not give a true picture of the Group’s financial position on the completion of the Rights Issue.

A. PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following is the pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company which has been prepared on the basis of the notes set out below, for the purpose of illustrating the effect of the Rights Issue as if it had been completed on 31 December 2012. This pro forma statement of adjusted consolidated net tangible assets has been prepared for illustrative purposes only, and because of its hypothetical nature, may not give a true picture of the financial position of the Group had the Rights Issue been completed as at 31 December 2012 or at any future date.

The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to owners of the Company is prepared based on the unaudited condensed consolidated financial statements of the Group as at 31 December 2012 as extracted from the interim report of the Company for the six months ended 31 December 2012, and is adjusted for the effect of the Rights Issue.

Unaudited consolidated net tangible assets of the Group attributable to the owners of the Company as at 31 December 2012 US$’000 Note 1 882,652	Estimated net proceeds from the Rights Issue US$’000 Note 2 152,706	Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 31 December 2012 US$’000 1,035,358	Unaudited consolidated net tangible assets of the Group per Share attributable to the owners of the Company as at 31 December 2012 before the completion of the Rights Issue US$ Note 3 0.047	Unaudited pro forma adjusted consolidated net tangible assets of the Group per Share attributable to the owners of the Company immediately after the completion of the Rights Issue US$ Note 4 0.039

– II-1 –

PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

APPENDIX II

Notes:

• (1) The consolidated net tangible assets of the Group attributable to the owners of the Company as at 31 December 2012 is based on the unaudited consolidated net assets of the Group attributable to the owners of the Company as at 31 December 2012 of US$890.918 million with an adjustment for the exploration and evaluation assets as at 31 December 2012 of US$8.266 million.

• (2) The estimated net proceeds from the Rights Issue are based on 7,568,593,180 Rights Shares to be issued (in the proportion of two Rights Shares for every five Existing Shares held as at the Record Date) at the subscription price of HK$0.16 per Rights Share and after deduction of the estimated underwriting commission and other related expenses of approximately HK$27.5 million (both translated to US$ at US$1 = HK$7.75), but do not take into account of any additional Shares or Rights Shares to be issued as a result of the exercise of any Vested Options.

• (3) 18,921,482,950 Shares in issue as at 31 December 2012 are used as the number of Shares for the calculation of the unaudited consolidated net tangible assets of the Group attributable to the owners of the Company per Share amount. The calculation does not assume the exercise of outstanding share options or take into account the effect of Rights Issue.

• (4) The number of Shares used for the calculation of the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to the owners of the Company per Share amount is 26,490,076,130, representing 18,921,482,950 Shares in issue as at 31 December 2012 and 7,568,593,180 Rights Shares assumed to be issued upon the completion of the Rights Issue. The calculation does not assume the exercise of any Vested Options.

• (5) No adjustments have been made to the unaudited pro forma adjusted consolidated net tangible assets of the Group to reflect any trading results or other transactions of the Group entered into subsequent to 31 December 2012.

– II-2 –

PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

APPENDIX II

B. INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

The following is the text of a letter dated 11 September 2013, prepared for the sole purpose of inclusion in this Prospectus, received from the Company’s independent reporting accountant, Deloitte Touche Tohmatsu.

TO THE DIRECTORS OF G-RESOURCES GROUP LIMITED

We have completed our assurance engagement to report on the compilation of pro forma financial information of G-Resources Group Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) by the directors of the Company (the ‘‘Directors’’) for illustrative purposes only. The pro forma financial information consists of the pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 31 December 2012 and related notes as set out on pages II-1 and II-2 in Appendix II to the prospectus issued by the Company dated 11 September 2013 (the ‘‘Prospectus’’). The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are described on pages II-1 and II-2 in Appendix II to this Prospectus.

The pro forma financial information has been compiled by the Directors to illustrate the impact of the rights issue of 7,568,593,180 rights shares at the subscription price of HK$0.16 per rights share on the basis of two rights shares for every five existing shares held (the ‘‘Rights Issue’’), on the Group’s financial position as at 31 December 2012 as if the Rights Issue had taken place at 31 December 2012. As part of this process, information about the Group’s consolidated net tangible assets attributable to the owners of the Company has been extracted by the Directors from the Group’s condensed consolidated financial statements for the six months ended 31 December 2012, on which a review report has been published.

Directors’ Responsibilities for the Pro Forma Financial Information

The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’).

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

– II-3 –

PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

APPENDIX II

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements (‘‘HKSAE’’) 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires that the reporting accountant comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in the Prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2012 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• . The related pro forma adjustments give appropriate effect to those criteria; and

• . The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

– II-4 –

PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

APPENDIX II

Opinion

In our opinion:

• (a) the pro forma financial information has been properly compiled on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Deloitte Touche Tohmatsu

• Certified Public Accountants

Hong Kong

11 September 2013

– II-5 –

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This Prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

2. SHARE CAPITAL

Set out below are the authorized and issued share capital of the Company as at the Latest Practicable Date and immediately following completion of the Rights Issue.

(i) as at Latest Practicable Date

HK$

Authorized

60,000,000,000 Shares Issued and fully paid 18,921,482,950 Shares	600,000,000
	189,214,829

(ii) upon completion of Rights Issue

Issued and fully paid 18,921,482,950 Shares in issue as at the Latest Practicable Date 7,568,593,180 Rights Shares to be issued pursuant to the Rights Issue 26,490,076,130 Shares in issue following completion of the Rights Issue	HK$ 189,214,829.5 75,685,931.8
	264,900,761.3

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares then in issue such that holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions the record dates of which are on or after the date of allotment of the Rights Shares.

– III-1 –

GENERAL INFORMATION

APPENDIX III

No part of the share capital of the Company has been listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed for the Shares to be listed or dealt in on any other stock exchange.

Share-based Payment Transactions

Details of the Share Options outstanding and the share options outstanding under the Share Option Agreements as at the Latest Practicable Date are as follows:

				Number of
				Share Options
				under the
			Number of	Share Options
			Share Options	Agreements
			(Unaudited)	(Unaudited)
Outstanding	at	30 June 2013	967,737,355	430,252,906
Forfeited			8,750,000	0
Outstanding	at	4 September 2013	958,987,355	430,252,906

Share-based payment was recognised over the vesting period based on the management’s estimation of the timing when the vesting conditions disclosed are met. No share option was granted during the financial year ended 30 June 2013.

For the financial year ended 30 June 2013, the Group recognised a share-based expenses of US$4,626,000 based on unaudited consolidated management account.

At the end of each reporting period, the Group revises its estimates of the number of options that are expected to ultimately vest. The impact of the revision of the estimates, if any, is recognised in profit or loss, with a corresponding adjustment to the share option reserve.

Other than as disclosed above in this subsection headed ‘‘— 2. Share Capital — Shared-based Payment Transactions’’ and subsections headed ‘‘— 3. Disclosure of Interests’’ and ‘‘— 4. Disclosure of Interests by Substantial Shareholders’’, there are no share options outstanding as at 30 June 2013.

3. DISCLOSURE OF INTERESTS

Directors’ Interests and Short Positions

As at the Latest Practicable Date, the interests and short positions of the Directors and executive officers of the Company and their respective associates in the shares, underlying shares, convertible notes or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (‘‘SFO’’)) as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which

– III-2 –

GENERAL INFORMATION

APPENDIX III

were taken or deemed to have under such provisions of the SFO) or pursuant to the Model Code for Securities Transactions by Directors and executive officers of the Company (the ‘‘Model Code’’), were disclosed as follows in accordance with the Listing Rules:

Long Positions in Shares and Underlying Shares of the Company

Number of * shares/underlying shares

					Approximate
					% of the
					issued share
Name of Directors/	Personal	Corporate	Share		capital of the
Executive Officers	Interests	interests	options	Total	Company+	Notes
Chiu Tao	—	—	280,000,000	280,000,000	1.47%
Owen L Hegarty
(‘‘Mr. Hegarty’’)	1,002,000	175,179,000	322,181,050	498,362,050	2.63%	1
Or Ching Fai	9,999,000	—	109,000,000	118,999,000	0.62%
Peter Geoffrey Albert
(‘‘Mr. Albert’’)	33,213,000	—	301,681,050	334,894,050	1.76%	2
Ma Xiao	—	—	50,000,000	50,000,000	0.26%
Wah Wang Kei, Jackie	1,272,000	—	50,000,000	51,272,000	0.27%
Hui Richard Rui	—	—	50,000,000	50,000,000	0.26%
Arthur Ellis	210,000	—	38,000,000	38,210,000	0.20%

• Ordinary shares unless otherwise specified in the Note

• • The approximate percentage of the total issued Shares is calculated based on the total number of the Company’s issued Shares of 18,921,482,950 as at the Latest Practicable Date.

Notes:

1. 175,179,000 shares are held by Asia Linkage International Corp. (‘‘Asia Linkage’’), and Asia Linkage was wholly-owned by Mr. Hegarty. By virtue of SFO, Mr. Hegarty is deemed to have interest in all of the shares.

Pursuant to a Share Option Agreement entered into between Mr. Hegarty and the Company on 10 May 2009, the Company agreed to grant to Mr. Hegarty 201,681,050 share options upon the fulfilment of certain conditions precedent pursuant to such Share Option Agreement. Upon fulfilment of these conditions precedent, the share options granted to Mr. Hegarty became effective on 24 July 2009 and shall be valid for a maximum period of five years thereafter.

1. Pursuant to an investment agreement entered into between Mr. Albert and the Company on 8 June 2009, Mr. Albert agreed to subscribe for 33,213,000 shares at HK$0.35 each in an aggregate amount of US$1,500,000. The shares were issued and allotted to Mr. Albert on 9 July 2009 upon completion of placing of new shares under specific mandate.

Pursuant to a Share Option Agreement entered into between Mr. Albert and the Company on 10 May 2009, the Company agreed to grant to Mr. Albert 201,681,050 share options upon the fulfilment of certain conditions precedent pursuant to such Share Option Agreement. Upon fulfilment of these conditions precedent, the share option granted to Mr. Albert became effective on 24 July 2009 and shall be valid for a maximum period of five years thereafter.

– III-3 –

GENERAL INFORMATION

APPENDIX III

Save as disclosed above, none of the Directors and executive officers of the Company or their associates had any interests and short positions in the shares, underlying shares, convertible notes or debentures of the Company or any of its associated corporations as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or otherwise notified by the Company pursuant to the Model Code required to be disclosed in accordance with the Listing Rules as at the Latest Practicable Date.

Directors’ Service Contracts

As at the Latest Practicable Date, none of the Directors had any existing or is proposed to have a service contract with any member of the Group which is not determinable by the Group within one (1) year without the payment of compensation other than statutory compensation.

Save as disclosed above, none of the Directors being proposed for re-election at the forthcoming annual general meeting has a service contract with the Company or any of its subsidiaries which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

Directors’ Interest in Contracts of Significance

As at the Latest Practicable Date, no contracts of significance to which the Company or any of its subsidiaries was a party and in which a Director of the Company or any of its subsidiaries had a material interest, whether directly or indirectly, subsisted.

Directors’ Interest in Any Asset Acquired, Disposed or Leased

As at the Latest Practicable Date, none of the Directors had any material interest, directly or indirectly, in any asset which, since 30 June 2012, being the date to which the latest audited consolidated financial statements of the Group have been made up, had been acquired or disposed of by or leased to any member of the Group or was proposed to be acquired or disposed of by or leased to any member of the Group.

4. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as known to the Directors or executive officers of the Company, the following persons/entities are the shareholders (other than the Directors or executive officers of the Company) who had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or be directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances of general meetings of the Company or who were recorded in the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO or had otherwise notified the Company.

– III-4 –

GENERAL INFORMATION

APPENDIX III

Long Positions in Shares and Underlying Shares of the Company

			Approximate
		Number of	% of the
		Shares/underlying	issued share
Name of Shareholders	Capacity	Shares	capital	Notes
McGoldrick Mark	Interest of a controlled	1,305,419,050 (L)	6.90%	4
	corporation
Mount Kellett Capital	Investment manager	1,305,419,050 (L)	6.90%	4
Management GP LLC
BlackRock, Inc.	Interest of a controlled	1,401,480,276 (L)	7.40%	4
	corporation
UBS AG	Beneficial owner/Interest	4,296,619,619 (L)	16.08%	2, 5
	of a controlled	1,278,000 (S)	0.00%
	corporation
CST Mining	Interest of a controlled	6,460,135,946 (L)	24.39%	3, 6
	corporation
Skytop Technology	Beneficial owner	6,460,135,946 (L)	24.39%	3, 6
Limited (‘‘Skytop’’)

Notes:

1. ‘‘L’’ denotes long position and ‘‘S’’ denotes short position.

2. The number of Shares includes the maximum number of Rights Shares underwritten by the Underwriter pursuant to the Underwriting Agreement.

3. CST Mining is the ultimate beneficial owner of Skytop. Under Part XV of the SFO, CST Mining is deemed to have interest in the Shares of the Company held by Skytop. The number of Shares includes the maximum number of Rights Shares to be subscribed by CST Mining pursuant to the Irrevocable Undertaking.

4. The approximate percentage of the total issued Shares is calculated based on the total number of the Company’s issued Shares of 18,921,482,950 as at the Latest Practicable Date.

5. The approximate percentage of the total issued Shares is calculated based on the maximum number of Shares in issue upon completion of the Rights Issue, being 26,722,275,981 Shares (assuming all Share Options or options under the Share Option Agreement exercisable on or before the Record Date are exercised but excluding those options that are subject to the 2009 Option Undertakings and the Option Undertakings and that no other Shares (other than the Rights Shares) are allotted and issued on or before the completion of the Rights Issue).

– III-5 –

GENERAL INFORMATION

APPENDIX III

1. The approximate percentage of the total issued Shares is calculated based on the minimum number of Shares in issue upon completion of the Rights Issue, being 26,490,076,130 Shares (assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements on or before the Record Date and that no other Shares (other than the Rights Shares) are allotted and issued on or before the completion of the Rights Issue).

Save as disclosed above, the Company has not been notified by any person (other than the Directors or executive officers of the Company) who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or be directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances of general meetings of the Company or who were recorded in the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO or had otherwise notified the Company as at the Latest Practicable Date.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial position or trading prospects of the Group since 30 June 2012, the date to which the latest published audited financial statements of the Group were made up.

6. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against the Company or any of its subsidiaries.

1. CORPORATE INFORMATION AND PARTIES INVOLVED IN THE RIGHTS ISSUE

Registered office of the Company Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda Head office and principal place of Rooms 4501–02, 4510, 45th Floor business of the Company in China Resources Building Hong Kong 26 Harbour Road Wanchai, Hong Kong Share registrar and transfer office in Butterfield Fulcrum Group (Bermuda) Limited Bermuda 26 Burnaby Street Hamilton HM 11 Bermuda

– III-6 –

GENERAL INFORMATION

APPENDIX III

Share registrar and transfer office in	Union Registrars Limited
Hong Kong	18/F, Fook Lee Commercial Centre
	Town Place, 33 Lockhart Road
	Wanchai, Hong Kong
Authorized representatives	Mr. Hui Richard Rui
	Mr. Wah Wang Kei, Jackie
Company Secretary	Mr. Wah Wang Kei, Jackie
Legal advisers to the Company	As to Hong Kong and United States laws:
	Sullivan & Cromwell
	As to Bermuda law:
	Appleby
Underwriter	UBS AG, Hong Kong Branch
Legal advisers to the Underwriter	As to Hong Kong and United States laws:
	Hogan Lovells
Auditor	Deloitte Touche Tohmatsu
Principal banker	Hang Seng Bank Limited
	BNP Paribas
	Sumitomo Mitsui Banking Corporation
	Commonwealth Bank of Australia

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given its opinion or advice, which is contained in this Prospectus:

Name	Address	Qualification
Deloitte Touche Tohmatsu	35/F One Pacific Place,	Certified public accountants
(‘‘DTT’’)	88 Queensway, Hong Kong

DTT has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of its report on the pro forma statement of adjusted consolidated net tangible assets of the Group dated 11 September 2013 and references to its name in the form and context in which they appear.

As at the Latest Practicable Date, DTT did not have any direct or indirect interest in the share capital of any member of the Group nor did they have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group. DTT does not have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of

– III-7 –

GENERAL INFORMATION

APPENDIX III

the Group were made up, been acquired or disposed of by, or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

9. PARTICULARS OF DIRECTORS AND SENIOR MANAGEMENT

Name Address

Executive Directors

Mr. Chiu Tao (Chairman)

Rooms 4501–02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

Rooms 4501–02,–02,02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

Mr. Owen L Hegarty Rooms 4501–02,–02,02, 45th Floor, China Resources (Vice-Chairman) Building, 26 Harbour Road, Wanchai, Hong Kong Mr. Peter Geoffrey Albert Rooms 4501–02, 45th Floor, China Resources (Chief Executive Officer) Building, 26 Harbour Road, Wanchai, Hong Kong Mr. Ma Xiao Rooms 4501–02, 45th Floor, China Resources (Deputy Chief Executive Officer) Building, 26 Harbour Road, Wanchai, Hong Kong

Mr. Wah Wang Kei, Jackie

Rooms 4501–02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

Mr. Hui Richard Rui Rooms 4501–02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

Independent Non-executive Directors

Mr. Or Ching Fai (Vice-Chairman) Rooms 4501–02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong Ms. Ma Yin Fan Rooms 4501–02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong Mr. Leung Hoi Ying Rooms 4501–02, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

Executive Directors

Mr. Chiu Tao, aged 57 was appointed as the Chairman and an executive director of the Company on 19 August 2009 and 22 July 2009, respectively. Mr. Chiu is an experienced executive and merchant, and was engaged as the chairman of various listed companies in Hong Kong. Mr. Chiu has extensive experience in the metal business, trading, investment planning, business acquisitions and development, and corporate management. He is currently the Chairman and an executive director of CST Mining, whose shares are listed on the Stock Exchange.

– III-8 –

GENERAL INFORMATION

APPENDIX III

Mr. Owen L Hegarty, aged 64 was appointed as Vice-Chairman and an executive director of the Company on 19 August 2009 and 10 May 2009, respectively. Mr. Hegarty has some 40 years’ experience in the global mining industry. Mr. Hegarty had 25 years with the Rio Tinto group where he was Managing Director of Rio Tinto Asia and Managing Director of the Group’s Australian copper and gold business. He was founder and chief executive officer of Oxiana Limited Group which grew from a small exploration company to a multi-billion dollar Australia, Asia and Pacific-focused base and precious metals producer, developer and explorer. Oxiana Limited became OZ Minerals Limited.

For his achievements and leadership in the mining industry, Mr. Hegarty was awarded the AusIMM Institute Medal in 2006 and the G.J. Stokes Memorial Award in 2008. Mr. Hegarty was also awarded the ‘‘Mining Personality of the Year’’, at the 2013 Mines and Money Hong Kong Asia Mining Awards Gala dinner.

Mr. Hegarty was the executive director and vice chairman of CST Mining. He is currently a non-executive director of Fortescue Metals Group Limited, Tigers Realm Coal Limited and Highfield Resources Limited (whose shares are all listed on the Australian Stock Exchange (‘‘ASX’’)); chairman of Tigers Realm Minerals Pty Ltd and EMR Capital Pty Ltd and a director of the Australasian Institute of Mining and Metallurgy (‘‘AusIMM’’); Mr. Hegarty is also a member of a number of Government and industry advisory groups.

Mr. Peter Geoffrey Albert, aged 54 was appointed as the Chief Executive Officer and an executive director of the Company on 22 July 2009. Mr. Albert is a metallurgist and holds an Executive MBA degree. He has 30 years of experience in project management, general management and operations management in mining and minerals processing in Australia, Africa and Asia. He is a member of the Institute of Materials, Minerals and Mining (London), a member of the AusIMM and a Chartered Engineer.

For his achievements and leadership in the mining industry, and voted by his peers, Mr. Albert was awarded the ‘‘Mining CEO of the Year’’, at the 2012 Asia Mining Congress. Mr. Albert was also awarded the ‘‘Mining Executive of the Year’’, at the 2013 Asia Mining Congress.

He was the Executive General Manager — Asia of OZ Minerals Limited covering off-shore operations; the Sepon copper and gold operations and projects; the development of the Martabe Mine; business development in Asia, and Asian government relations. He joined Oxiana Limited in 2000 from Fluor Daniel, where he held the position of General Manager — Projects. Mr. Albert has also worked with Shell-Billiton (Australia), Aker Kvaerner (Australia) and JCI (South Africa).

Mr. Ma Xiao, aged 47 was appointed as the Deputy Chief Executive Officer and an executive director of the Company on 22 July 2009. Mr. Ma has over 20 years of international minerals and metals trading, financing and hedging experience. Mr. Ma also has extensive experience in mineral company acquisitions and development. He previously held senior and executive positions with several base and precious metals companies,

– III-9 –

GENERAL INFORMATION

APPENDIX III

including China Minmetals. Mr. Ma was based in London for four years working for Minmetals (UK) Limited and was the Managing Director of Guizhou H-Gold & Mining Limited and was a director of the China Minerals Acquisition Fund.

Mr. Wah Wang Kei, Jackie, aged 46 was appointed as an executive director and Company Secretary of the Company on 9 April 2008 and 1 December 2009, respectively. Mr. Wah graduated from The University of Hong Kong in 1990 and was qualified as a solicitor in 1992. Up until 1997, Mr. Wah was a partner of a Hong Kong law firm. He was also an executive director of CST Mining. Mr. Wah is currently an executive director of China New Energy Power Group Limited, whose shares are listed on the main board of the Stock Exchange (‘‘China New Energy Power’’).

Mr. Hui Richard Rui, aged 44 was appointed as an executive director of the Company on 5 March 2009. Mr. Hui graduated from the University of Technology, Sydney in Australia with a Bachelor’s degree in Mechanical Engineering. He has more than 10 years’ experience in management positions with companies in Australia, Hong Kong and PRC. Mr. Hui is currently an executive director of CST Mining and an executive director of China Strategic Holdings Limited, whose shares are listed on the main board of the Stock Exchange (‘‘China Strategic’’). He is also a member of AusIMM.

Independent Non-executive Directors

Mr. Or Ching Fai, aged 63 was appointed as a Vice-Chairman and an independent non-executive director of the Company on 22 July 2009. Mr. Or began his career with The Hongkong and Shanghai Banking Corporation Limited in 1972 after receiving a bachelor’s degree in Economics and Psychology from the University of Hong Kong. He was the Vice-Chairman, Chief Executive Officer and an executive director of Hang Seng Bank Limited, whose shares are listed on the main board of the Stock Exchange. Mr. Or was also an independent non-executive director of Hutchison Whampoa Limited and Cathay Pacific Airways Limited, the shares of both companies are listed on the main board of the Stock Exchange. Mr. Or is currently an independent non-executive director of Chow Tai Fook Jewellery Group Limited and Industrial and Commercial Bank of China Limited and Television Broadcasts Limited (whose shares are all listed on the main board of the Stock Exchange); Chairman and an independent non-executive director of Esprit Holdings Limited (whose shares are listed on the main board of the Stock Exchange); Chairman and an executive director of China Strategic.

Ms. Ma Yin Fan, aged 49 was appointed as an independent non-executive director of the Company on 25 March 2009. She obtained a bachelor’s degree with honours in accountancy at Middlesex University in the United Kingdom. She also holds an MBA and Master in Professional Accounting degree from Heriot-Watt University in the United Kingdom and Hong Kong Polytechnic University, respectively. Ms. Ma is a CPA (Practising) in Hong Kong and has been working in auditing, accounting and taxation for more than 20 years. She is the principal of Messrs Ma Yin Fan & Company CPAs. Ms. Ma is a fellow of the Hong Kong Institute of Certified Public Accountants, Taxation Institute of Hong Kong, Association of Chartered Certified Accountants, Hong Kong Institute of Chartered Secretaries and Institute of Chartered Secretaries and

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Administrators. She is also a member of the Institute of Chartered Accountant in England and Wales and a certified Tax Adviser in Hong Kong. Ms. Ma is currently an independent non-executive director of China Strategic, China New Energy Power and CST Mining.

Mr. Leung Hoi Ying, aged 62 was appointed as an independent non-executive director of the Company on 31 March 2009. Mr. Leung graduated from the Guangdong Foreign Trade School in the People’s Republic of China. He has over 30 years of experience in international trade and business development. Mr. Leung is currently an independent non-executive director of China Strategic and China New Energy Power.

Other Senior Management

Mr. Arthur Ellis, aged 52 was appointed Chief Financial Officer of the Company on 1 December 2009. Mr. Ellis is a member of the Institute of Chartered Accountants in Australia and holds a BA (Hons) Accounting and Finance degree. He has over 15 years’ experience in the resources industry. He was the Group Financial Controller for Kingsgate Consolidated Limited (‘‘Kingsgate’’), an ASX listed gold mining company. He joined Kingsgate in 2000 as Financial Controller at the start of the construction of the Chatree Gold mine in Thailand. Prior to that, he worked in Australia and Hong Kong and provided accounting, corporate, tax and auditing services.

Mr. Timothy John Vincent Duffy, aged 46 was appointed as the General Manager of Operations of the Company on 8 June 2009 and subsequently appointed as Executive General Manager of PT Agincourt Resources (‘‘PTAR’’) on 1 January 2013. Mr. Duffy is a Certified Practicing Accountant and holds a bachelor’s degree in Commerce. He has 20 years of experience in the mining industry and has operational experience in gold, silver, nickel, copper, uranium, coal, and open cut and underground mining operations. He has been engaged in finance and commercial roles in mining projects and has strategic capability across the full suite of mining activities in an Asian environment. Mr. Duffy was the General Manager Finance — Asia of OZ Minerals Limited, mainly responsible for providing commercial guidance and strategic direction for Asian operations and business.

Ms. Linda H D Siahaan, aged 51 was appointed as the Director Government Relations for G-Resources’ Indonesian subsidiary, PTAR on 31 March 2011 and subsequently appointed as the Director External Relations of PTAR on 1 October 2011. From 1 January 2013, Ms. Siahaan has been appointed as the Deputy President Director of PTAR reporting directly to the G-Resources’ CEO. Ms. Siahaan is based in Jakarta, where she has worked for PTAR since July 2007. Her responsibilities include maintaining harmonious relationships with the government of the Republic of Indonesia to ensure that the Company complies with Indonesian laws and regulations. She is also responsible for establishing and maintaining relationships with all relevant stakeholders. Ms. Siahaan is from Medan in North Sumatra, the province where the G-Resources Martabe Mine is located. She has accounting qualifications from the University of North Sumatra, as well as a diploma in communications from the Ketchum Institute of Public Relations in Fairfax, USA. Ms. Siahaan began her career with Mobil Oil Indonesia. From 1997 until 2007, she worked in the External Relations department of PT Newmont Nusa Tenggara, one of the largest copper and gold mining companies in the world.

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Mr. Shawn David Crispin, aged 45 was appointed as Senior Manager, Resource Development and Exploration on 6 November 2010. He was promoted to the position of Chief Geologist of PTAR on 1 January 2013. Mr. Crispin has over 18 years mining industry experience which covers open pit and underground mine geology, resource drilling and estimation programmes, project acquisition and greenfields and brownfields exploration. This experience was gained with a wide range of commodities including gold and copper. He is an Australian citizen with international experience in Papua New Guinea and South America. Previously Mr. Crispin was Principal Exploration Geologist for OK Tedi Mining Ltd in Papua New Guinea. Mr. Crispin is a member of the AusIMM and Chartered Professional.

10. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the Group within the two years immediately preceding the Latest Practicable Date:

• (a) Underwriting Agreement;

• (b) the Irrevocable Undertaking;

• (c) the Option Undertakings;

• (d) the 2009 Option Undertakings; and

• (e) the placing agreement dated 17 August 2012 between the Company and Morgan Stanley & Co. International Plc (the ‘‘Placing Agent’’) pursuant to which the Placing Agent had conditionally agreed with the Company to procure investors to subscribe for or failing which, to subscribe 2,041,287,000 shares (the ‘‘Placing Shares’’) at a price of HK$0.38 per Placing Share.

11. MISCELLANEOUS

• (a) The Company Secretary is Mr. Wah Wang Kei, Jackie. Mr. Wah qualified as a Hong Kong solicitor in 1992.

• (b) The Registrar is Union Registrars Limited, 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong.

• (c) The Rights Issue Documents are prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail.

• (d) There is no capital of any member of the Group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee.

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12. EXPENSES

The expenses in connection with the Rights Issue, including, among other things, the underwriting commission, documentation, printing, translation, legal and accountancy fees and expenses, and the fees for the application for listing of the Rights Shares are estimated to amount to approximately HK$27.5 million and will be borne by the Company.

13. BINDING EFFECT

The Rights Issue Documents and all acceptances of any offer or application contained in such documents are governed by and will be construed in accordance with the Laws of Hong Kong. Where an application is made in pursuance of any such documents, the relevant documents shall have the effect of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Companies Ordinance so far as applicable.

14. DOCUMENTS DELIVERED AND TO BE DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of each of the Rights Issue Documents and the written consent referred to under the paragraph headed ‘‘— 8. Expert and Consent’’ in this Appendix, have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance.

15. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents of the Company will be available for inspection at the principal place of business of the Company at Rooms 4501–02, 4510, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong, during normal business hours from the date of this Prospectus up to and including 14th day following the date hereof:

• (a) the material contracts as referred to in the paragraph headed ‘‘— 10. Material Contracts’’ in this Appendix;

• (b) memorandum of association and bye-laws of the Company;

• (c) the Company’s annual reports for the three years ended 30 June 2010, 2011 and 2012 and interim financial report for the six months ended 31 December 2013;

• (d) the report from DTT on the pro forma statement of adjusted consolidated net tangible assets of the Group set out in Appendix II to this Prospectus;

• (e) letter of consent from DTT referred to under ‘‘— 8. Expert and Consent’’ in this Appendix; and

• (f) this Prospectus.

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