G-Resources Group Limited — M&A Activity 2002

Mar 22, 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 howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

STAR BIO-TECH (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

DELAY IN DESPATCH OF THE CIRCULAR AND THE OFFER DOCUMENT

Despatch of the Circular by the Company to the Shareholders in relation to the connected transaction of the Company as announced on 27th February, 2002, will be postponed from 21st March, 2002 to not later than 28th March, 2002. Despatch of the Offer Document by Win Channel, Sheung Hai and the Company to the Shareholders in relation to the Offer will be postponed to within 7 days from the fulfillment of the conditions precedent set out in the Agreements, which is expected to be on or about 30th April, 2002.

Reference is made to the announcement jointly issued by the Company, Win Channel and Sheung Hai on 27th February, 2002 (the “Announcement”), regarding the possible mandatory cash offer for all the issued shares of the Company (other than those already held or agreed to be acquired by Win Channel, Sheung Hai and parties acting in concert with them) and the connected transaction for the Company.

Terms used herein shall have the same meanings as in the Announcement unless defined otherwise.

Pursuant to Rule 14.29(2) of the Listing Rules, the Company is required to despatch a circular (“Circular”) in relation to the Share Acquisition Agreement and the Subscription Agreement to its Shareholders within 21 days after the Announcement. However, more time is required for the independent financial advisor to form its opinion in order to advise the independent board committee of the Company in respect of the Agreements. Therefore, the Company has applied to the Stock Exchange for an extension of time for despatch of the Circular to no later than 28th March, 2002.

As stated in the Announcement, pursuant to Rule 26 of the Code, upon completion (“Completion”) of the Share Acquisition Agreement and the Subscription Agreement, the Offer will be made by Kingston Securities and Kim Eng Securities on behalf of Win Channel and Sheung Hai. The Offer will only be made if the Completion occurs. It is expected that the Completion will take place after the passing of certain relevant resolutions by Independent Shareholders in the special general meeting of the Company which is expected to be held on or about 24th April, 2002. It is noted that in Note 2 to Rule 8.2 of the Code, the Executive’s consent is required if the making of an offer is subject to the prior fulfilment of conditions precedent and the conditions precedent cannot be fulfilled within the time periods contemplated by Rule 8.2, and under such circumstances, the Executive would normally require that the respective offer document be posted within 7 days from the fulfilment of the conditions precedent. As such, application will be made to the Executive of the SFC for the extension of time for despatch of the Offer Document to within 7 days from the fulfilment of the conditions precedent.

The release of this announcement does not necessarily indicate that the Offer will be successfully implemented and completed as the conditions precedent to the Agreements may not be fulfilled. Shareholders and other potential investors should therefore exercise caution when dealing in the Shares.

By order of the sole director of
Win Channel Investments Limited
Chim Pui Chungsole director

By order of the sole director of
Sheung Hai Developments Limited
Wong Kam Fusole director

By order of the board of directors of
Star Bio-Tech (Holdings) Limited
Wong Kam FuChairmanHong Kong, 21st March, 2002

The sole director of Win Channel, Mr. Chim, accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to Sheung Hai and the Company) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than that relating to Sheung Hai and the Company) 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 (other than that relating to Win Channel and the Company) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than that relating to Win Channel and the Company) 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.