G-Resources Group Limited — M&A Activity 2002

May 17, 2002

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 however arising from or in reliance upon the whole or any part of the contents of this announcement.

Win Channel Investments Limited	Sheung Hai Developments Limited
(Incorporated in the British Virgin Islands with limited liability)	(Incorporated in the British Virgin Islands with limited liability)

Credit Card DNA Security System (Holdings) Limited

信用卡防盜系統(控股)有限公司*

(formerly known as Star Bio-Tech (Holdings) Limited 星光生物科技(控股)有限公司*)
(incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT

Closing of the unconditional cash offer jointly by

Kingston Securities Limited

and Kim Eng Securities (Hong Kong) Limited

on behalf of

Win Channel Investments Limited

and

Sheung Hai Developments Limited

for all the issued shares of

Credit Card DNA Security System (Holdings) Limited

(formerly known as Star Bio-Tech (Holdings) Limited)

(other than those already held by

Win Channel Investments Limited, Sheung Hai Developments Limited

and parties acting in concert with any of them)

Joint financial advisers to

Win Channel Investments Limited and Sheung Hai Developments Limited

	Kim Eng Capital (Hong Kong) Limited

Reference is made to the joint announcement issued by Win Channel, Sheung Hai and the Company with respect to the Subscriptions and the Offer dated 27 February 2002 as well as to the composite offer document dated 26 April 2002 issued by Win Channel, Sheung Hai and the Company.

The Offer was closed on 17 May 2002.

Valid acceptances in respect of 8,053 Shares under the Offer have been received by Win Channel and Sheung Hai before the Offer closed at 4:00 p.m. on 17 May 2002. Taking into account the valid acceptances in respect of 8,053 Shares under the Offer and subject to completion of the transfer of the Shares to Win Channel and Sheung Hai, Win Channel, Sheung Hai and parties acting in concert with them became interested in 4,676,383,892 Shares, representing approximately 93.7 % of the issued share capital of the Company as at the date of this announcement.

Accordingly, there are insufficient number of Shares in public hands for the purposes of maintaining the minimum public float as required under Rule 8.08 of the Listing Rules. In an effort to fulfill such requirement of the Listing Rules, Win Channel and Sheung Hai will place a sufficient number of Shares to independent third parties, who are not connected with the directors, chief executive or substantial shareholder of the Company or its subsidiaries or their respective associates (as defined in the Listing Rules), out of the Shares owned and controlled by them at HK$0.01 per Share to the extent that the public float of the issued share capital of the Company will be restored to not less than 25%. However, time is required to place a sufficient number of Shares to independent third parties. In view of the fact that the public float of the Company has been reduced to approximately 6.3% following the close of the Offer, trading of Shares will be suspended until the placing is completed and the public float of the Shares is restored pursuant to Rule 8.08 of the Listing Rules.

At the request of the Company, trading in the Shares will be suspended with effect from 9:30 a.m. on 21 May 2002. Further announcement in this regard will be made as and when appropriate.

Terms used in this announcement shall have the same meaning as defined in the joint announcement issued by Win Channel, Sheung Hai and the Company with respect to the Subscriptions and the Offer dated 27 February 2002 as well as to the composite offer document dated 26 April 2002 issued by Win Channel, Sheung Hai and the Company.

Acceptances

The Offer was closed on 17 May 2002.

During the period from 28 February 2002 to 17 May 2002, none of Win Channel, Sheung Hai nor any parties acting in concert with them has any dealings in the securities of the Company. Valid acceptances in respect of 8,053 Shares under the Offer have been received by Win Channel and Sheung Hai before the Offer closed at 4:00 p.m. on 17 May 2002. Taking into account the valid acceptances in respect of 8,053 Shares under the Offer and subject to completion of the transfer of the Shares to Win Channel and Sheung Hai, Win Channel, Sheung Hai and parties acting in concert with them became interested in 4,676,383,892 Shares, representing approximately 93.7% of the issued share capital of the Company as at the date of this announcement.

Maintaining the listing of the Company

As stated in the composite offer document dated 26 April 2002, it is the intention of Win Channel and Sheung Hai that the Company should retain the listing of the Shares on the Stock Exchange following the closing of the Offer.

Following the close of the Offer, Win Channel and Sheung Hai and parties acting in concert with them owned and controlled approximately 93.7% of the issued share capital of the Company. Accordingly, there are insufficient number of Shares in public hands for the purposes of maintaining the minimum public float as required under Rule 8.08 of the Listing Rules. In an effort to fulfill such requirement of the Listing Rules, Win Channel and Sheung Hai will place a sufficient number of Shares to independent third parties, who are not connected with the directors, chief executive or substantial shareholder of the Company or its subsidiaries or their respective associates (as defined in the Listing Rules), out of the Shares owned and controlled by them at HK$0.01 per Share to the extent that the public float of the issued share capital of the Company will be restored to not less than 25%. However, time is required to place a sufficient number of Shares to independent third parties. In view of the fact that the public float of the Company has been reduced to approximately 6.3% following the close of the Offer, trading of Shares will be suspended until the placing is completed and the public float of the Shares is restored pursuant to Rule 8.08 of the Listing Rules.

At the request of the Company, trading in the Shares will be suspended with effect from 9:30 a.m. on 21 May 2002. Further announcement in this regard will be made as and when appropriate.

By order of the board of
Win Channel Investments Limited
Chim Pui ChungSole director

By order of the board of
Sheung Hai Developments Limited
Wong Kam FuSole director

By order of the board of
Credit Card DNA Security System (Holdings) Limited
Wong Kam FuChairmanHong Kong, 17 May 2002

* For identification purpose only

The sole director of Win Channel, Mr. Chim, accepts full responsibility for the accuracy of the information contained in this announcement, in so far as it relates to Win Channel, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, in so far as it relates to Win Channel, 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 Sheung Hai, Mr. Wong, accepts full responsibility for the accuracy of the information contained in this announcement, in so far as it relates to Sheung Hai, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, in so far as it relates to Sheung Hai, 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 directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to Win Channel and Sheung Hai, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those relating to Win Channel and Sheung Hai, 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.

Please also refer to the published version of this announcement in the Hong Kong iMail.