G-Resources Group Limited — M&A Activity 2000

Mar 2, 2000

Listed Company Information

CHUNG HWA DEV<1051> - Announcement The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CHUNG HWA DEVELOPMENT HOLDINGS LIMITED SHEUNG HAI DEVELOPMENTS LIMITED (incorporated in Bermuda (incorporated in British Virgin with limited liability) Islands with limited liability) JOINT ANNOUNCEMENT Extension of the time limit for despatch of the circular of Chung Hwa Development Holdings Limited. Reference is made to the joint announcement of the Company and the Subscriber dated 10th February, 2000 (the "Joint Announcement"). Terms used in this announcement shall have the same meanings as defined in the Joint Announcement unless the context otherwise requires. As mentioned in the Joint Announcement, the Company entered into the Agreement with the Subscriber on 22nd January, 2000 to subscribe for the 5,500,000,000 Subscription Shares at HK$0.01 per share for cash. The total consideration for the Subscription Shares will be HK$55 million. Pursuant also to the Agreement, the Company granted an option to the Subscriber to subscribe for the Option Shares at HK$0.01 per share during the Option Period. The Company has also appointed Yu Ming to place the 2,500,000,000 Placing Shares at HK$0.01 per share to professional investors upon the Completion. On Completion, the Subscriber will hold more than 35 per cent. of the enlarged issued share capital of the Company. Under the Code, upon completion of the Agreement, the Subscriber and parties acting in concert with it would be obligated to make a general offer to purchase all the shares of the Company other than those held by the Subscriber and parties acting in concert with it. An application has been made by the Subscriber to the Executive for the whitewash waiver which may or may not be granted by the Executive. The whitewash waiver will be subject to approval by the Independent Shareholders by way of a poll in a special general meeting to be held by the Company. If the whitewash waiver is not granted by the Executive, the Subscriber will not proceed with the subscription of the Subscription Shares. On 3rd February, 2000, the Company appointed Kingston as its placing agent for a further placement of the 2,000,000,000 Additional Placing Shares at HK$0.01 per share on a best effort basis upon completion of the Agreement. Pursuant to the Code, the circular of the Company (the "Circular") should be despatched within 21 days from the date of the Joint Announcement (in this case it should be despatched on or before 2nd March, 2000). However, also as mentioned in the Joint Announcement, the Completion of the Agreement will be conditional upon, inter alias, the Creditors entering into formal agreement(s) to, amongst others, accept the full and final satisfaction of all indebtedness in the manner as set out in the Joint Announcement. As at the date of this announcement, 17 Creditors, out of a total of 21 Creditors, representing approximately 93.6 per cent. of the total indebtedness have agreed in writing in principle to the settlement arrangements as set out in the Joint Announcement. The Directors aim at obtaining the agreement of the remaining Creditors by 10th March, 2000. In view of the number of Creditors, the Directors estimate that should all the Creditors agree to the settlement arrangements, a formal agreement in relation to the settlement with the Creditors is expected to be entered into within 14 days thereafter. The Company has applied to the Stock Exchange and the SFC for an extension to the deadline for the despatch of the Circular to 7 days after the formal agreement in relation to the settlement arrangements is entered into between the Company and all the Creditors. The date of despatch of the Circular is expected to be 30th March, 2000. By Order of the Board By Order of the Board CHUNG HWA DEVELOPMENT HOLDINGS LIMITED SHEUNG HAI DEVELOPMENTS LIMITED Cheung Yu Shum, Jenkin Wong Kam Fu, Nelson Deputy Chairman and Managing Director Director Hong Kong, 1st March, 2000 The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than those relating to the Subscriber, and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. The sole director of the Subscriber accepts full responsibility for the accuracy of the information contained in this announcement, other than those relating to the Company, and confirms, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.