G-Resources Group Limited — Capital/Financing Update 2014

Nov 17, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PALADIN LIMITED

(Incorporated in Bermuda with limited liability)

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

ANNOUNCEMENT

MAJOR TRANSACTION ADMINISTRATION AGREEMENT

Paladin has entered into an agreement with Anglo Chinese for Anglo Chinese to administer and manage the property portfolio of the Company.

As one or more of the applicable percentage ratios in respect of the financial commitment under the Administration Agreement might, in theory, produce a result that is greater than 25% but is not expected in practice to produce a result that could test at 100% or more, for the purposes of Rule 14.07 of the Listing Rules, the Administration Agreement has been treated by the Board as constituting a major transaction for the Company under the Listing Rules.

A circular containing, among other things, information relating to the Administration Agreement will be dispatched to the shareholders of the Company as soon as practicable and in any case within 15 business days after publication of this announcement.

Under the Listing Rules, the Administration Agreement is also required to be subject to approval of the shareholders of the Company. Pursuant to Rule 14.44 of the Listing Rules, written shareholders’ approval of the Administration Agreement has been obtained from a closely allied group of shareholders who together hold more than 50% in nominal value of the Shares, in lieu of holding a shareholders’ meeting.

On Friday 14th November, 2014 after trading hours Paladin entered into the Administration Agreement with Anglo Chinese for Anglo Chinese to manage the property portfolio of the Company.

1

ADMINISTRATION AGREEMENT

Date: 14th November 2014

Parties:

• (1) Paladin Limited

• (2) Alpard Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin Limited

• (3) Wayguard Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin Limited

• (4) World Modern International Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin Limited

• (5) Venus Fortune Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin Limited

• (6) Gainbest Venture Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin Limited

• (7) Perfect Place Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin Limited

• (8) Oasis Trade Global Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin Limited

• (9) Petersham Ltd, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin Limited

• (10) Paladin Leisure Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin Limited

• (11) The Anglo Chinese Investment Company, Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party

2

• (12) Anglo Chinese Project Management, Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party

• (13) Anglo Chinese Corporate Finance, Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party

Subject Matter

Pursuant to the Administration Agreement, Paladin agrees amongst other things to appoint Anglo Chinese as agent of the Owners for the day-to-day management of the Properties, including oversight of building management, the employment of any other firm of building managers and any other contractors required to maintain the fabric and grounds of the Properties; being the primary contact in respect of the Properties between Paladin and its tenants and prospective tenants, creditors and bank lenders and Paladin and any professional firms. Anglo Chinese as agent of the Owners will also negotiate tenancy agreements and deal with all enquiries and maintenance requests by tenants; exercise day to day control of all bank accounts which relate to the Properties or companies owning units in it; and exercise the votes attaching to any shares attaching to the ownership of units in the Properties. Paladin will fund the costs incurred by Anglo Chinese in carrying out its work under the Administration Agreement. Anglo Chinese will on behalf of Paladin retain one or more property agents to conduct a tender of the units in the Properties. Anglo Chinese will also develop proposals for a complete redevelopment of Oasis (the “Knock Down Proposal”). In addition, Anglo Chinese will prepare a proposal for a refurbishment of Oasis including basic proposed alterations and rebuilding and the cost and time to complete it (the “Refurbishment Proposal”).

Term

The term of the Administration Agreement is 6 months commencing from 13th November 2014 but it may be extended by agreement.

Properties

The Properties comprise in aggregate 34 apartments, one house, 30 car parking spaces and five motor bike parking spaces in the development known as “Oasis” at 8-12 Peak Road Hong Kong.

3

Fees

Anglo Chinese will be paid HK$550,000 per month for its management services. The fee for preparing the Knock Down Proposal and the Refurbishment Proposal is HK$2,000,000 plus a further fee of HK$1,500,000 payable on presentation of the Knock Down Proposal or the Refurbishment Proposal (as selected by Paladin) to the other owners of units in the Property. In addition, Anglo Chinese will be paid a fee of 0.5％ (or 0.5％ in certain circumstances) of the total consideration received by Paladin if the tender referred to above is accepted by Paladin.

In addition, in the event that the Knock Down Proposal is accepted in a contractually binding way by all owners of interests in Oasis or the decision is taken by Paladin to implement the Refurbishment Proposal, then on completion of either Proposal, Paladin shall in addition pay to Anglo Chinese a fee calculated by taking the valuation (on an open market basis) as at the date the refurbishment pursuant to the Refurbishment Proposal is completed or on the date on which all or more than 50% of Oasis is sold, as the case may be, less:–

• (i) the value (appraised on an open market basis) of Oasis as at the date of the Administration Agreement in its present state as determined by a valuer of international standing selected by Paladin and the Administrator; and

• (ii) all amounts expended on the Knock Down Proposal or Refurbishment Proposal, as the case may be, including all financing and financing costs; and

• (iii) the aggregate management fee and other fees accrued or paid to Anglo Chinese under the Administration Agreement split as to 20 per cent to Anglo Chinese and 80 per cent to Paladin.

The Administration Agreement was negotiated on arms’ length terms.

Conditions

The Administration Agreement is conditional upon:

• (a) all outstanding fees and expenses owing by Paladin to Anglo Chinese being paid; and

• (b) the fulfilment of any prior approval or disclosure required by the Listing Rules of the Stock Exchange of Hong Kong Limited or any other regulation.

4

If the conditions have not been on or before 31st December, 2014, the Administration Agreement will terminate with effect from that date.

REASONS FOR THE ADMINISTRATION AGREEMENT

The Company is principally engaged in the property development of the “Oasis” property project at Nos. 8, 10, 12 Peak Road, Hong Kong, property investment and indent trading.

The Board takes the view that Anglo Chinese has relevant qualifications and expertise, and that its appointment under the Administration Agreement can allow the Company to enhance and potentially realise the value of the Properties.

The Directors consider that the terms of the Administration Agreement, are in the interests of the Company and its shareholders, on normal commercial terms, and are fair and reasonable.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios in respect of the financial commitment (represented by the profit sharing fee arising from implementation of the Knock Down Proposal or the Refurbishment Proposal) under the Administration Agreement might, in theory, produce a result that is greater than 25% but is not expected in practice to produce a result that could test at 100% or more, for the purposes of Rule 14.07 of the Listing Rules, the Administration Agreement has been treated by the Board as constituting a major transaction for the Company under the Listing Rules.

A circular containing, among other things, information relating to the Administration Agreement will be dispatched to Shareholders as soon as practicable and in any case within 15 business days after publication of this announcement.

Under the Listing Rules, the Administration Agreement is also required to be subject to approval of the shareholders of the Company. Pursuant to Rule 14.44 of the Listing Rules, written shareholders’ approval of the Administration Agreement has been obtained from Cityguard Limited and Gold Seal Holdings Limited a closely allied group of shareholders who together hold more than 50% in nominal value of the Shares, in lieu of holding a shareholders’ meeting.

5

GENERAL

The principal activities of Paladin and its subsidiaries are development of the “Oasis” property project at Nos. 8, 10, 12 Peak Road, Hong Kong, property investment and indent trading.

DEFINITIONS

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

“Administration the Administration Agreement entered into between the Agreement” Company, various wholly-owned subsidiaries of the Company and Anglo Chinese on 15th November, 2014;

• “Anglo Chinese” (1) The Anglo Chinese Investment Company, Limited,

• (2) Anglo Chinese Project Finance, Limited,

• (3) Anglo Chinese Corporate Finance, Limited,

each of which is a company incorporated in Hong Kong with limited liability and an Independent Third Party, or such one or more of them as the context may indicate;

“Board” the board of Directors; “Business Day” a day on which the Stock Exchange is open for the transaction of business; “Director(s)” the director(s) of the Company;

“HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

6

• “Independent Third Party”

• “Listing Rules”

• “Oasis”

• “Ordinary Share(s)”

“Owners”

a third party independent of the Company and its associates (as “associates” is defined in the Listing Rules);

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

the development erected on the land registered in the Land Registry as Inland Lot No. 7878 known as “8-12 Peak Road” Hong Kong and, where the context so admits, includes that land;

the ordinary share(s) of HK$0.01 each in the capital of the Company;

• (1) Alpard Limited, a company incorporated in Hong Kong

• (2) Wayguard Limited, a company incorporated in Hong Kong

• (3) World Modern International Limited, a company incorporated in Hong Kong

• (4) Venus Fortune Limited, a company incorporated in Hong Kong with limited liability

• (5) Gainbest Venture Limited, a company incorporated in the British Virgin Islands

• (6) Perfect Place Limited, a company incorporated in the British Virgin Islands with limited liability

• (7) Oasis Trade Global Limited, a company incorporated in the British Virgin Islands

• (8) Paladin Leisure Limited, a company incorporated in the British Virgin Islands

7

	each of which is incorporated with limited liability and a
	wholly-owned subsidiary of Paladin Limited;
“Paladin” or the	Paladin Limited, a company incorporated in Bermuda
“Company”	with limited liability, the Ordinary Shares and Preference
	Shares of which are listed on the Main Board of the Stock
	Exchange (Stock Codes: 495 for Ordinary Shares, and 642
	for Preference Shares) and where the context so admits also
	includes the Owners;
“Preference Share(s)”	the convertible redeemable preference shares of HK$0.01
	each in the capital of the Company;
“Properties”	means all units in Oasis and the car parking and motorcycle
	parking spaces owned by Paladin at Oasis;
“Shareholder(s)”	holders of Ordinary Shares or Preference Shares, as the case
	may be;
“Share(s)”	the Ordinary Shares and Preference Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“％”	per cent.

By order of the board of directors of

Paladin Limited Oung Shih Hua, James Chairman

Hong Kong, 15th November, 2014

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

8