G-Resources Group Limited - M&A Activity 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Paladin Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licenced securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 495 and 642 (Preference Shares))

MAJOR TRANSACTION ADMINISTRATION AGREEMENT

30 December, 2014

Definitions Letter from Appendix I Appendix II			PAGE 1 4 I-1 II-1
	the Board – Financial Information of the Group – General Information

DEFINITIONS

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

“Administration Agreement”

the administration agreement entered into between the Company, various wholly-owned subsidiaries of the Company and Anglo Chinese on 14 November, 2014, as supplemented by a letter dated 3 December, 2014 signed by Anglo Chinese and the Company;

“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;

“Announcements”

the announcement dated 15 November, 2014 and the clarification announcement dated 20 November, 2014 issued by the Company in relation to the Administration Agreement;

“Board”

the board of Directors;

“Director(s)”

the director(s) of the Company;

“Group”

the Company and its subsidiaries;

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“Independent Third Party” a third party independent of the Company and its associates and connected persons (as those terms are defined in the Listing Rules);

“Latest Practicable Date” 24 December, 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange;

DEFINITIONS

“Oasis”

“Ordinary Share(s)”

“Owners”

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 par value HK$0.01 each in the issued share 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
(5) Gainbest Venture Limited, a company incorporated in the British Virgin Islands
(6) Perfect Place Limited, a company incorporated in the British Virgin Islands
(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

each of which is incorporated with limited liability and a whollyowned subsidiary of Paladin;

“Paladin” or the “Company”

“PRC”

“Preference Share(s)”

Paladin Limited, a company incorporated in Bermuda 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;

the People’s Republic of China;

the convertible redeemable preference shares of HK$0.01 each in the issued share capital of the Company;

DEFINITIONS

“Properties” means all units in Oasis and the car parking and motorcycle parking spaces owned by Paladin at Oasis; “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Shareholder(s)” holders of Ordinary Shares or Preference Shares, as the case may be; “Share(s)” the Ordinary Share(s) and, or Preference Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “%” per cent.

LETTER FROM THE BOARD

PALADIN LIMITED

(Incorporated in Bermuda with limited liability)

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

Executive Director

Dr. Oung Shih Hua, James (Chairman)

Non-executive Directors Mr. Yuen Chi Wah Mr. Chan Chi Ho

Independent non-executive Directors Mr. Kwok Wai Chi Professor Huang Weizong Martin

Registered office Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal office Suite 2304, 23rd Floor, Sun Life Tower The Gateway Harbour City Tsim Sha Tsui Kowloon Hong Kong

30 December, 2014

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION ADMINISTRATION AGREEMENT

This circular is despatched to the Shareholders for information purposes only. No general meeting will be convened for approving the entering into of the Administration Agreement. Pursuant to Rule 14.44 of the Listing Rules, written shareholders’ approval of the Administration Agreement has been obtained from Cityguard Holdings 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. Furthermore, no Shareholder is required to abstain from voting if Paladin were to convene a general meeting for the approval of the entering into of the Administration Agreement.

INTRODUCTION

Reference is made to the Announcements in relation to the Administration Agreement. On 14 November, 2014, the Company entered into the Administration Agreement with Anglo Chinese for Anglo Chinese to administer and manage the property portfolio of the Company.

The purpose of this circular is to provide you with, among other things, further details about the Administration Agreement and financial and other general information of the Group.

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE ADMINISTRATION AGREEMENT

The principal terms of the Administration Agreement are as follows:

Date: 14 November, 2014

Parties:

(1) Paladin;
(2) Alpard Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin;
(3) Wayguard Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin;
(4) World Modern International Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin;
(5) Venus Fortune Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin;
(6) Gainbest Venture Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin;
(7) Perfect Place Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin;
(8) Oasis Trade Global Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin;
(9) Petersham Ltd, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Paladin;
(10) Paladin Leisure Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Paladin;
(11) The Anglo Chinese Investment Company, Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party;
(12) Anglo Chinese Project Finance, Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party; and
(13) Anglo Chinese Corporate Finance, Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party.

LETTER FROM THE BOARD

Subject matter

Pursuant to the Administration Agreement, the Company 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. The role of Anglo Chinese is one of management, supervision and coordination, engaging and overseeing the work of others, being appropriate professional, and does not require specific experience in building management etc. 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 on behalf of the Company retain professional firms to develop proposals for a complete redevelopment of Oasis (the “Knock Down Proposal”) that will contain redevelopment plans and estimated time and costs to complete the redevelopment. In addition, Anglo Chinese will on behalf of the Company retain professional firms to 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”). Paladin will decide whether or not to seek to implement either the Refurbishment Proposal or the Knock Down Proposal, which will be subject to acceptance by all owners of interests in Oasis. The Refurbishment Proposal or the Knock Down Proposal, as the case maybe, will be completed within four months from 1 December, 2014, being the date of commencement of the Administration Agreement. Subject to the terms and conditions of the Refurbishment Proposal, the cost of a refurbishment proposal will in general be shared by all owners pro-rata to their interests in the Properties and therefore it will not procceed without their agreement. The Knock Down Proposal will contain proposals under which owners of interests in Oasis will be able to either retain an interest in the redevelopment or to receive a cash payment for their interests in Oasis. In the latter case, this may involve Paladin buying out the units owned by third parties for a consideration to be agreed between Paladin and each of the owners, and Paladin will fund the cost of the Knock Down Proposal after it has acquired the units from the other owners. If some owners choose to retain an interest then they will be part of the funding arrangement. The reason for Paladin to engage Anglo Chinese instead of retaining professional firms directly to develop the proposals is that the Directors intend that Anglo Chinese will help with the coordination work described above.

Term

The term of the Administration Agreement is 6 months commencing from 1 December, 2014 but it may be extended for any period by agreement.

Properties

The Properties comprise in aggregate 34 apartments, one house, 30 car parking spaces and 5 motor bike parking spaces in the development known as “Oasis” at 8-12 Peak Road, Hong Kong.

LETTER FROM THE BOARD

Fees and Payment Terms

Anglo Chinese will be paid (1) HK$550,000 per month for its management services; (2) a fee for retaining professional firms to prepare the Knock Down Proposal and the Refurbishment Proposal of HK$2,000,000 payable upon execution of the Administration Agreement; and (3) a further fee of HK$1,500,000 payable on presentation by the Company of the Knock Down Proposal or the Refurbishment Proposal (as selected by Paladin) to the other owners of units in the Oasis. The above monthly fee for the management services and the fees for the Knock Down Proposal and the Refurbishment Proposal payable to Anglo Chinese will be treated as expenses and charged to the income statement when they are incurred. In addition, Anglo Chinese will be paid a fee of 0.5% (or 1% in circumstances where a buyer is introduced by Anglo Chinese outside of the tender and Paladin accepts its offer for the Properties) of the total consideration received by Paladin, being the proceeds of the tender, if the tender 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 to implement the Refurbishment Proposal, then on completion of either Proposal, Paladin shall in addition pay to Anglo Chinese a fee of 20% of the sum calculated by taking the valuation of the Company’s interests in Oasis (on an open market basis) either (a) as at the date the refurbishment pursuant to the Refurbishment Proposal is completed; or (b) if the Knock Down Proposal is implemented, on the date on which all or more than 50% of the entire Oasis development 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 Anglo Chinese Project Finance, Limited (see note); and
(ii) all amounts expended on the Knock Down Proposal or Refurbishment Proposal, as the case may be, including all financing costs; and
(iii) the aggregate management fee and other fees accrued or paid to Anglo Chinese under the Administration Agreement.

The Administration Agreement was negotiated on arm’s length terms.

(Note: The methodology for the valuation of Oasis will be determined by the valuer to be selected by Paladin and Anglo Chinese Project Finance, Limited.)

CONDITIONS

The Administration Agreement was 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 or any other regulation.

The conditions were satisfied on 3 December, 2014.

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE ADMINISTRATION AGREEMENT

The Directors take 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. Anglo Chinese had informed the Directors that it is generally familiar with the Hong Kong property market, having previously advised on large sized property transactions including the successful sale of interests in residential property development projects and hotels, and on complex corporate rescue and restructuring. Anglo Chinese has managed its own business successfully for over 25 years. This expertise is relevant to the management of the Properties that has been characterised by delays and litigation. Anglo Chinese role under the Administration Agreement is one of management and supervision of others rather than the day-to-day administration and maintenance of the properties which will be carried out by others. Given the nature of Anglo Chinese’s role, the fact that it is only generally familiar with the Hong Kong property market will not affect its capability to discharge its duties under the Administration Agreement. The Directors take the view that Anglo Chinese is qualified for its role of oversight of building management and the employment of any other firms of building managers and any other contractors who will directly maintain the Properties. The Board has not considered other firms which are familiar with the high end property market and have relevant redevelopment expertise. The reason Anglo Chinese is being retained instead of any other firm is that it is the only advisory firm with which Paladin has a relationship of over some 25 years and in this time the Directors and the Company have grown to trust the advice it has received. Further, the role of Anglo Chinese is a coordinating one; coordinating the work of a number of other professional firms and controlling a timetable and budget. This is familiar work for Anglo Chinese which has done this type of work on many occasions. The Directors have taken into account cash resources available to the Group including rental income and potential increase in the valuation of the Properties following a redevelopment or refurbishment of the Properties that will be overseen by Anglo Chinese in considering the fairness and reasonableness of the payment terms of the Administration Agreement, including the fee for retaining professional firms to prepare the Knock Down Proposal and the Refurbishment Proposal of HK$2,000,000 payable upon execution of the Administration Agreement as described on page 7 of this circular. On this basis and taking into account the fees and payment terms as described on pages 6 and 7 of this circular, the Directors consider that the terms of the Administration Agreement are fair and reasonable and in the interests of the Shareholders as a whole.

INFORMATION ABOUT THE GROUP AND ANGLO CHINESE

The Group is principally engaged in the redevelopment of the Oasis property project at Nos. 8, 10 and 12 Peak Road in Hong Kong and investment holding. As at the Latest Practicable Date, 18 units of the Oasis property were owned by the Group and of which 2 units were leased to third parties, and 17 units of the Oasis property were owned by third parties.

The Company has been advised by Anglo Chinese that The Anglo Chinese Investment Company, Limited is engaged in investment holding; Anglo Chinese Project Finance, Limited is engaged in non regulated activities such as general consultancy services and project management; Anglo Chinese Corporate Finance, Limited is engaged in regulated activities under the Securities and Futures Ordinance, namely, type 1 (dealing in securities), 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management); and Anglo Chinese has relevant qualifications and expertise in advising listed

LETTER FROM THE BOARD

companies on large property transactions including disposal of hotels and large residential projects in Hong Kong and complex corporate restructuring work that involves raising capital and loan arrangements for real estate projects.

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, each of The Anglo Chinese Investment Company, Limited, Anglo Chinese Project Finance, Limited and Anglo Chinese Corporate Finance, Limited and their respective ultimate beneficial owner is an Independent Third Party.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules 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, and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under the Listing Rules.

No Shareholder is required to abstain from voting if a general meeting were to be convened in respect of the resolution to approve the Administration Agreement. The Company has under Rule 14.44 of the Listing Rules, in lieu of holding a general meeting, obtained written shareholders’ approval of the Administration Agreement from Cityguard Holdings 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 the event of any extension of the Administration Agreement, the Company will comply with the relevant requirements under the Listing Rules, including the obtaining of shareholders’ approval where applicable.

The Company will announce significant events relating to the progress of redevelopment or refurbishment of, or other matters concerning the Properties, and the total amount of fees payable to Anglo Chinese under the Administration Agreement when it has been determined and the basis of its determination. Appropriate updates relating to the Properties will be contained in the annual reports of the Company.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully By order of the board of directors of Paladin Limited Oung Shih Hua, James Chairman

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(I) FINANCIAL STATEMENTS OF THE GROUP

The published audited consolidated financial statements of the Group for the years ended 30 June, 2012, 2013 and 2014 are disclosed in the annual reports of the Company for the three years ended 30 June, 2012 (pages 23 to 95), 2013 (pages 22 to 93) and 2014 (pages 23 to 93). The published unaudited condensed consolidated financial statements of the Group for the six months ended 31 December, 2013 are disclosed in the interim report of the Company for the six months ended 31 December, 2013 (pages 7 to 30). The aforesaid financial information can be accessed on the website of the Company (http://www.aplushk.com/clients/00495paladin/) and the website of the Stock Exchange (http://www.hkexnews.hk).

The said financial statements are hereby incorporated by reference in, and form an integral part of, this circular.

(II) MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of an material adverse change in the financial or trading position of the Group since 30 June, 2014 (being the date to which the latest published audited financial statements of the Company were made up).

(III) STATEMENT OF INDEBTEDNESS

At the close of business on 31 October, 2014, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had (i) bank loans of approximately HK$732,769,000 and bank overdrafts of approximately HK$59,071,000, which are wholly secured; (ii) amount due to a director of a subsidiary of approximately HK$150,000, which is unsecured and unguaranteed; (iii) amount due to a related party of approximately HK$10,000,000, which is unsecured and unguaranteed; and (iv) liability component of convertible redeemable preference shares of approximately HK$13,843,000, which is unsecured and unguaranteed.

As at 31 October, 2014, the Group had convertible redeemable preference shares, of which the liability component was approximately HK$13,843,000. The principal amount of authorised but unissued convertible redeemable preference shares is approximately HK$10,059,000.

As at 31 October, 2014, the Group had pledged (i) bank deposits of HK$50,579,000; (ii) investment properties with a total carrying amount of HK$243,640,000; (iii) certain properties held for sale with a total carrying amount of HK$694,603,000; and (iv) deposits placed for a life insurance policy with a total carrying amount of HK$20,909,000 to secure banking facilities granted to the Group, in which the banking facilities amounted to HK$550,730,000 are also supported by personal guarantees given by certain directors of the Company and related parties of the Group. The remaining banking facilities are unguaranteed.

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

As at 31 October, 2014, being the latest practicable date for the purpose of ascertaining indebtedness of the Group prior to the printing of this circular, the Group is the defendant of the following legal cases, in which the Directors are of the opinion that the estimated contingent liabilities arising from the litigations cannot be reasonably ascertained.

(a) On 17 May, 2006, Chinese Regency Limited (“Chinese Regency”) (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood Limited (“Holyrood”), a subsidiary of the Company, for a total sum of not less than HK$5,760,000, claiming, amongst others, damages for breach of an agreement for sale and purchase of Flat B on the 5th Floor of Block A1 and the car parking space No. 5, Oasis located in Nos. 8, 10 and 12 Peak Road. Chinese Regency filed an amended statement of claim on 24 May, 2013, Holyrood filed an amended defence on 5 July, 2013, and Chinese Regency filed a reply on 2 September, 2013. On 13 February, 2014, Holyrood accepted Chinese Regency’s sanctioned offer to settle the fitting claim for HK$45,000. On 21 November, 2014, Holyrood sent a Notice of Acceptance of Sanctioned Offer dated 30 October, 2014 to Chinese Regency accepting its sanctioned offer of HK$3,783,793 plus interest at 1% above HSBC Best Lending Rate from the date when the individual payments would have been paid by the tenant up to the date of payment, to settle Chinese Regency’s claim for damages. On 5 December, 2014, Holyrood effected payment of HK$3,828,793 to Chinese Regency’s Solicitors. Holyrood is now due to pay interest on HK$3,783,793 at 1% above HSBC Best Lending Rate from the date when the individual payments would have been paid by the tenant up to 5 December, 2014. Holyrood is also liable to pay Chinese Regency’s legal costs up to 21 November, 2014, the amount of which is pending further agreement between the parties or subject to taxation by the Court. The parties have recently signed a Consent Summons vacating the Plaintiff’s Summons scheduled to be heard on 6 January, 2015. As all claims have now been settled, the parties will proceed to formally dismiss the proceedings following payment of the outstanding interest and costs.
(b) On 1 June, 2007, Gateway International Development Limited (“Gateway”) (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood for a total sum of not less than HK$5,105,000, claiming, among others, damages for breach of an agreement for sale and purchase of Flat A on the 6th Floor of Block A2 and the car parking space No. 51 located in Nos. 8, 10 and 12 Peak Road, breach of the Deed of Mutual Covenant and nuisance on the development. Judgment was handed down on 1 March, 2012 against Holyrood. Holyrood was ordered to pay Gateway the sum of HK$4,967,189 plus interest. The judge also made a costs order nisi that Holyrood shall pay the legal costs of Gateway on an indemnity basis. Holyrood filed a notice of appeal against the judgment. The appeal was heard on 25 and 26 June, 2013. On 11 October, 2013, the Court of Appeal delivered judgment dismissing the appeal as regards liability but allowing the appeal as regards quantum (the “Appeal Judgment”). Holyrood was ordered to pay half of Gateway’s costs of appeal. On 13 May, 2014, an application for leave to appeal was filed to the Appeal Committee of the Court of Final Appeal to seek leave of the Appeal Judgment. The leave application was heard on 6 October, 2014 and leave was refused with indemnity costs awarded against Holyrood.

I – 2

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Pursuant to the Appeal Judgment, the damages awarded to Gateway were reduced to HK$3,258,328.

During the year ended 30 June, 2012, Holyrood paid a deposit of HK$6,692,000 to the High Court, representing the aggregate of (i) the damages of HK$4,967,000 and (ii) interest of HK$1,725,000. The deposit was written off against the damages and interest expenses and charged to profit or loss during the year ended 30 June, 2012. The legal costs of HK$4,000,000 were also charged to profit or loss during the year ended 30 June, 2012.

On 30 October, 2014, the parties jointly applied for a Consent Order to pay out of Court: (i) HK$5,016,910.17 to Gateway, being the judgment debt together with interest (calculated up to and inclusive of 28 October, 2014) pursuant to the Appeal Judgment; and (ii) interest accrued on the payment into Court to Holyrood. On 18 November, 2014, Holyrood received from the Court HK$121,272.00, being interest on the payment into Court. On 19 November, 2014, Gateway received HK$5,016,910.17 from the Court being the judgment debt together with interest (calculated up to and inclusive of 28 October, 2014). Holyrood paid a further sum of HK$15,711.30, being interest on the judgment debt from 29 October, 2014 to 19 November, 2014. Holyrood remains liable to pay the legal costs of Gateway, the amount of which is pending further agreement between the parties or subject to taxation by the Court.

(c) On 1 June, 2007, Sun Crown Trading Limited (“Sun Crown”) (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood for a total sum of not less than HK$5,091,500, claiming, among others, damages for breach of an agreement for sale and purchase of Flat B on the 6th Floor of Block A2 and the car parking spaces Nos. 47 and 48 located in Nos. 8, 10 and 12 Peak Road, breach of the Deed of Mutual Covenant and nuisance on the development.

Judgment was handed down on 1 March, 2012 against Holyrood. Holyrood was ordered to pay Sun Crown the sum of HK$4,953,395 plus interest. The judge also made a costs order nisi that Holyrood shall pay the legal costs of Sun Crown on an indemnity basis.

Holyrood filed a notice of appeal against the judgment. The appeal was heard on 25 and 26 June, 2013. On 11 October, 2013, the Court of Appeal delivered judgment dismissing the appeal as regards liability but allowing the appeal as regards quantum (the “Appeal Judgment”). Holyrood was ordered to pay half of Sun Crown’s costs of appeal. On 13 May, 2014, an application for leave to appeal was filed to the Appeal Committee of the Court of Final Appeal to seek leave of the Appeal Judgment. The leave application was heard on 6 October, 2014 and leave was refused with indemnity costs awarded against Holyrood.

Pursuant to the Appeal Judgment, the damages awarded to Sun Crown were reduced to HK$3,260,008.

I – 3

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

During the year ended 30 June, 2012, Holyrood paid a deposit of HK$6,685,000 to the Court of Appeal, representing the aggregate of (i) the damages of HK$4,953,000 and (ii) interest of HK$1,732,000. The deposit was written off against the damages and interest expenses and charged to profit or loss during the year ended 30 June, 2012. The legal cost of HK$4,000,000 was also charged to profit or loss during the year ended 30 June, 2012.

On 30 October, 2014, the parties jointly applied for a Consent Order to pay out of Court: (i) HK$5,019,633.96 to Sun Crown, being the judgment debt together with interest (calculated up to and inclusive of 28 October, 2014) pursuant to the Appeal Judgment; and (ii) interest accrued on the payment into Court to Holyrood. On 18 November, 2014, Holyrood received from the Court HK$121,548.00, being interest on the payment into Court. On 19 November, 2014, Sun Crown received HK$5,019,633.96 from the Court being the judgment debt together with interest (calculated up to and inclusive of 28 October, 2014). Holyrood paid a further sum of HK$15,719.44, being interest on the judgment debt from 29 October, 2014 to 19 November, 2014. Holyrood remains liable to pay the legal costs of Sun Crown, the amount of which is pending further agreement between the parties or subject to taxation by the Court.

(d) On 18 July, 2011, Century Pacific Holdings Limited (“Century Pacific”) (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood for a total sum of not less than HK$2,340,000, claiming, among others, damages for breach of an agreement for sale and purchase of Flat B on the 3rd Floor of Block A2 and the car parking space No. 38 located in Nos. 8, 10 and 12 Peak Road, breach of the Deed of Mutual Covenant and nuisance on the development. On 14 September, 2012, Holyrood filed a statement of claim. On 24 December, 2012, Holyrood filed a defence and on 26 February, 2013 Century Pacific filed their reply on the defence. The litigation is still ongoing and there is no further update on the case up to the Latest Practicable Date.
(e) On 28 October, 2014, Mr. Chen Te Kuang, Mike issued a writ of summons against Paladin, claiming for (i) repayment of HK$10,500,000, being an alleged loan made to Magetta Co. Limited which Paladin undertook to repay and HK$2,000,000, being an alleged loan made to the Company, and (ii) interest. On 18 November, 2014, the Company filed an Acknowledgment of Service indicating its intention to contest the claims. The litigation is still ongoing and there is no further update on the case up to the Latest Practicable Date.
(f) On 14 November, 2014, a petition under section 724 of the Companies Ordinance was served on the Company, as first respondent, and Cityguard Holdings Limited, Five Star Investments Limited, Gold Seal Holdings Limited, Mr. Oung Da Ming, Dr. Oung Shih Hua, James, Mr. Yuen Chi Wah and Mr. Chan Chi Ho as second to eighth respondents. The petition was filed by Mr. Chen Te Kuang, Mike (as petitioner), a former Director who was removed from office by a resolution passed by the ordinary shareholders in general meeting held on 1 August, 2014.

I – 4

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The petition is “On ground that members unfairly prejudiced” and in it the petitioner asserts among other things that Five Star Investments Limited and Gold Seal Holdings Limited, as well as Dr. Oung Shih Hua, James, have conducted the affairs of the Company in a manner unfairly prejudicial to the interests of other members of the Company, including the petitioner. The petitioner seeks orders to the following effect:–

(i) proceedings are brought in the names of the Company and two of its subsidiaries against Mr. Oung Da Ming, Ms. Margaret Uon, Five Star Investments Limited, Cityguard Holdings Limited and/or Gold Seal Holdings Limited;
(ii) the Company to set up a special committee to review the internal controls and risk management systems of the Company, such special committee to engage independent experts to assist it in reviewing the systems and identifying material weaknesses with recommended remedial actions;
(iii) a receiver of the Company’s business is appointed until the special committee has completed its review and the recommended remedial actions, if any, are implemented;
(iv) alternatively, the 4th to 8th respondents and their agents/associates be restrained from acting as directors and/or bank signatories of the Company and its subsidiaries until the special committee has completed its review and the recommended remedial actions, if any, are implemented;
(v) damages (to be assessed), and any interest on those damages, be paid to the petitioner by any of the 2nd to 8th respondents as the Court thinks fit.

The Company is currently seeking legal advice in relation to the petition.

Based on the legal advice obtained by the Group, except for the damage, interest and legal cost stated in (a), (b) and (c) above, the Board is of the opinion that the remaining cases are ongoing and the Group is unable to evaluate the likely outcome of the actions. Accordingly, no provision is considered necessary.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, the Group did not have outstanding at the close of business on 31 October, 2014 any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchases commitments, guarantees or other material contingent liabilities.

I – 5

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(IV) WORKING CAPITAL

Taking into account the financial resources available to the Group, including internally generated funds, available banking and other facilities assuming revolving loans will be revolved continuously upon maturity including those newly borrowed for the purpose of this proposed major transaction in relation the Administration Agreement, and the Administration Agreement, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular.

(V) EFFECTS OF THE MAJOR TRANSACTION ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Net assets

As at 30 June, 2014, the Group had audited net asset value of approximately HK$151.3 million. The Group will use its internal resources to settle fees payable to Anglo Chinese as set out in the subsection titled “Fees and Payment Terms” in the Letter from the Board in this circular. The total fees payable to Anglo Chinese cannot be quantified as at the Latest Practicable Date. The Board takes the view that the appointment of Anglo Chinese under the Administration Agreement can allow the Company to enhance and potentially realise the value of the Properties and may as a result enhance the net asset value of the Group in the future.

Earnings

The Group had an audited net profit of approximately HK$195.5 million for the year ended 30 June, 2014. As mentioned above, the Board considers that the entering into the Administration Agreement can allow the Company to enhance the value of the Properties, and may as a result have a positive effect on the future Group’s earnings if and when the Properties are sold or leased. The total fees payable to Anglo Chinese cannot be quantified as at the Latest Practicable Date.

Liabilities

The net current liabilities of the Group were some HK$164.5 million as at 30 June, 2014. As at that date, the Group had secured bank borrowings of approximately HK$748.4 million (including bank borrowings due on demand and within one year of approximately HK$122.2 million); bank overdrafts of HK$38.9 million; other payables and accrued charges of some HK$114.9 million; and provision for litigations of some HK$8.0 million. It is expected that the fees payable to Anglo Chinese under the Administration Agreement will not have a material impact on the net liabilities of the Group as the fees payable to Anglo Chinese will be funded from internal resources of the Group and part of the fees will become payable to Anglo Chinese when the Company receives consideration if the tender is accepted, and, or upon completion of either the Knock Down Proposal or the Refurbishment Proposal .

I – 6

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(VI) FINANCIAL AND TRADING PROSPECTS

The principal activities of the Group are redevelopment of a property project at Nos. 8, 10 and 12 Peak Road (the “Peak Road Project”) and investment holding. For the year ended 30 June, 2014, none of the apartment units of the Peak Road Project were sold following demand suppressing policies launched by the Hong Kong Government in 2013.

For the year ended 30 June, 2014, the Group recorded audited net profit of approximately HK$195.5 million which was mainly contributed by the disposal of the office premises located at Unit 01, 45th floor, Office Tower, Convention Plaza No. 1 Harbour Road, Wanchai, Hong Kong. The Group’s net current liabilities amounted to HK$164.5 million as at 30 June, 2014.

The management of the Company has adopted a strategy to focus on the completion of the Peak Road Project and to proactively search for potential investment opportunities. No suitable investment opportunities had been identified as at the Latest Practicable Date. Going forward, the management of the Company is optimistic about the returns from the Peak Road Project that is expected to significantly improve the Group’s financial position and generate stable income for the Group.

I – 7

GENERAL INFORMATION

APPENDIX II

(I) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, include 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 circular 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 in this circular misleading.

(II) DIRECTORS’ INTERESTS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were 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 they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange were as follows:

Ordinary Shares of HK$0.01 each of the Company (long position):

		Number of	Percentage of
		issued Ordinary	issued Ordinary
Name of Director	Capacity	Shares held	Shares held
Dr. Oung Shih Hua, James	Beneficial owner	7,000,000	0.64%

Preference Shares of HK$0.01 each of the Company (long position):

		Number of	Percentage of
		issued Preference	issued Preference
Name of Director	Capacity	Shares held	Shares held
Dr. Oung Shih Hua, James	Beneficial owner	2,500,000	3.51%

II – 1

GENERAL INFORMATION

APPENDIX II

Convertible Note issued by the Company (long position):

				Outstanding		Approximate
				as at		percentage of	Percentage
			Conversion	the Latest	Number of	the issued	of issued
			price	Practicable	underlying	convertible	Ordinary
Name of noteholder	Date of issue	Conversion period	per share	Date	shares	notes	Shares
			HK$
Dr. Oung Shih Hua,	24 November, 2014	24 November, 2014 to	0.25	3,500,000	3,500,000	1.13%	0.32%
James		23 November, 2024

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company or their respective associates had any interests or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be 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 they are taken or deemed to have under such provision of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange.

(III) INTERESTS OF SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company and based on 1,095,200,832 Ordinary Shares and 71,143,529 Preference Shares in issue as at the Latest Practicable Date, the following persons (other than any Director or the chief executive of the Company) had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

Long position:

		Number of	Percentage of
		issued Ordinary	issued Ordinary
Name of Shareholder	Capacity	Shares held	Shares held
Basurto Holdings Limited	Interest of a controlled	508,848,531	46.46%
(Note a)	corporation
Cityguard Holdings Limited	Beneficial owner	508,848,531	46.46%
(Note b)

II – 2

APPENDIX II

GENERAL INFORMATION

Name of Shareholder Capacity Five Star Investments Limited (Note c) Interest of a controlled corporation Gold Seal Holdings Limited (Note d) Beneficial owner Next Level Corporate Limited (Note e) Other (Note e) Mr. Oung Da Ming Beneficial owner Interest of a controlled corporation (note a) Interest of a controlled corporation (note d) Name of Shareholder Capacity Goldenfield Equities Limited (Note f) Beneficial owner	Number of issued Ordinary Shares held 508,848,531 94,789,336 508,848,531 50,000,000 508,848,531 94,789,336 660,637,867 Number of issued Preference shares held 9,099,014	Percentage of issued Ordinary Shares held 46.46% 8.65% 46.46% 4.57% 46.46% 8.65%
		59.68%

		Percentage of issued Preference shares held 12.79%

Convertible Note issued by the Company:

				Outstanding		Approximate
				as at		percentage of	Percentage of
			Conversion	the Latest	Number of	the issued	issued
			price	Practicable	underlying	convertible	Ordinary
Name of noteholder	Date of issue	Conversion period	per share	Date	shares	notes	Shares
			HK$
Next Level Corporation	24 November,	24 November, 2014 to	0.25	200,000,000	200,000,000	64.73%	18.26%
Limited (Note e)	2014	23 November, 2024
Gold Seal Holdings	24 November,	24 November, 2014 to	0.25	63,569,605	63,569,605	20.57%	5.80%
Limited (Note d)	2014	23 November, 2024
Mr. Oung Da Ming	24 November,	24 November, 2014 to	0.25	25,000,000	25,000,000	8.09%	2.28%
	2014	23 November, 2024

II – 3

GENERAL INFORMATION

APPENDIX II

Notes:

(a) Basurto Holdings Limited is held by Mr. Oung Da Ming on trust for the estate of his deceased mother, Ms. Oung Chin Liang Fung (as to 67%) and his sister, Ms. Lilian Oung (as to 33%).
(b) Cityguard Holdings Limited, is a wholly-owned subsidiary of Five Star Investments Limited.
(c) Five Star Investments Limited is owned as to 67% by the estate of Ms. Oung Chin Liang Fung, grandmother of Dr. Oung Shih Hua, James, and 33% by Ms. Lilian Oung, his aunt.
(d) Gold Seal Holdings Limited is solely owned by Mr. Oung Da Ming.
(e) Next Level Corporate Limited is owned as 25% by Mr. Oung Da Ming, 25% by his son, Mr. Oung Shih How, 25% by Dr. Oung Shih Hua, James, and 25% by Anglo Chinese Nominees, Limited which holds its shares in Next Level Corporate Limited as bare trustee for Basurto Holdings Limited. Next Level Corporate Limited is the owner of equity derivatives relating to Ordinary Shares and a chargee of Ordinary Shares.
(f) Goldenfield Equities Limited is owned as to 40% by Ms. Lilian Oung, 40% by her son Mr. Chen Te Kuang, Mike, and 20% by Dr. Oung Shih Hua, James.

Save as disclosed herein, as at the Latest Practicable Date, there was no other person so far as is known to the Directors and chief executives of the Company (other than a Director or chief executive of the Company) had an interest or a short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

(IV) MATERIAL CONTRACTS

The following contracts (not being contracts entered into the ordinary course of business) have been entered into by the Group within the two years preceding the date of this circular and are or may be material:

(a) the agreement dated 16 January, 2014 for the sale and purchase between Banhart Company Limited and Jiangxi Copper Hong Kong Company Limited （江西銅業香港有限公司） in relation to the disposal of office premise at Unit 01, 45th Floor, Office Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong; and
(b) the agreement dated 26 September, 2014 entered into between the Company and Gold Seal Holdings Limited relating to the underwriting of an open offer of convertible notes with an ordinary share alternative; and
(c) the instrument creating the convertible notes dated 24 November, 2014; and
(d) the Administration Agreement.

Save as the aforesaid, no material contracts (not being contracts entered into the ordinary course of business) have been entered into by any member of the Group within the two years immediately preceding the date of this circular which are or may be material.

II – 4

GENERAL INFORMATION

APPENDIX II

(V) LITIGATION

As at Latest Practicable Date, the Group had the following outstanding litigations. Except as disclosed in (a), (b) and (c) below, the Directors are of the opinion that the estimated contingent liabilities arising from the litigations cannot be reasonably ascertained at the current stage.

(a) On 17 May, 2006, Chinese Regency (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood, a subsidiary of the Company, for a total sum of not less than HK$5,760,000, claiming, amongst others, damages for breach of an agreement for sale and purchase of Flat B on the 5th Floor of Block A1 and the car parking space No. 5, Oasis located in Nos. 8, 10 and 12 Peak Road. Chinese Regency filed an amended statement of claim on 24 May, 2013, Holyrood filed an amended defence on 5 July, 2013, and Chinese Regency filed a reply on 2 September, 2013.

On 13 February, 2014 Holyrood accepted Chinese Regency’s sanctioned offer to settle the fitting claim for HK$45,000. On 21 November, 2014 Holyrood sent a Notice of Acceptance of Sanctioned Offer dated 30 October, 2014 to Chinese Regency accepting its sanctioned offer of HK$3,783,793 plus interest at 1% above HSBC Best Lending Rate from the date when the individual payments would have been paid by the tenant up to the date of payment, to settle Chinese Regency’s claim for damages.

On 5 December, 2014, Holyrood effected payment of HK$3,828,793 to Chinese Regency’s Solicitors. Holyrood is now due to pay interest on HK$3,783,793 at 1% above HSBC Best Lending Rate from the date when the individual payments would have been paid by the tenant up to 5 December, 2014. Holyrood is also liable to pay Chinese Regency’s legal costs up to 21 November, 2014, the amount of which is pending further agreement between the parties or subject to taxation by the Court.

The parties have recently signed a Consent Summons vacating the Plaintiff’s Summons scheduled to be heard on 6 January, 2015.

As all claims have now been settled, the parties will proceed to formally dismiss the proceedings following payment of the outstanding interest and costs.

(b) On 1 June, 2007, Gateway (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood for a total sum of not less than HK$5,105,000, claiming, among others, damages for breach of an agreement for sale and purchase of Flat A on the 6th Floor of Block A2 and the car parking space No. 51 located in Nos. 8, 10 and 12 Peak Road, breach of the Deed of Mutual Covenant and nuisance on the development.

Judgment was handed down on 1 March, 2012 against Holyrood. Holyrood was ordered to pay Gateway the sum of HK$4,967,189 plus interest. The judge also made a costs order nisi that Holyrood shall pay the legal costs of Gateway on an indemnity basis.

II – 5

GENERAL INFORMATION

APPENDIX II

Holyrood filed a notice of appeal against the judgment. The appeal was heard on 25 and 26 June, 2013. On 11 October, 2013, the Court of Appeal delivered judgment dismissing the appeal as regards liability but allowing the appeal as regards quantum (the “Appeal Judgment”). Holyrood was ordered to pay half of Gateway’s costs of appeal. On 13 May, 2014, an application for leave to appeal was filed to the Appeal Committee of the Court of Final Appeal to seek leave of the Appeal Judgment. The leave application was heard on 6 October, 2014 and leave was refused with indemnity costs awarded against Holyrood.

Pursuant to the Appeal Judgment, the damages awarded to Gateway were reduced to HK$3,258,328.

Holyrood remains liable to pay the legal costs of Gateway, the amount of which is pending further agreement between the parties or subject to taxation by the Court.

(c) On 1 June, 2007, Sun Crown (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood for a total sum of not less than HK$5,091,500, claiming, among others, damages for breach of an agreement for sale and purchase of Flat B on the 6th Floor of Block A2 and the car parking spaces Nos. 47 and 48 located in Nos. 8, 10 and 12 Peak Road, breach of the Deed of Mutual Covenant and nuisance on the development.

II – 6

APPENDIX II

GENERAL INFORMATION

Pursuant to the Appeal Judgment, the damages awarded to Sun Crown were reduced to HK$3,260,008.

Holyrood remains liable to pay the legal costs of Sun Crown, the amount of which is pending further agreement between the parties or subject to taxation by the Court.

(d) On 18 July, 2011, Century Pacific (of which the beneficial owners are independent third parties) issued a writ of summons against Holyrood for a total sum of not less than HK$2,340,000, claiming, among others, damages for breach of an agreement for sale and purchase of Flat B on the 3rd Floor of Block A2 and the car parking space No. 38 located in Nos. 8, 10 and 12 Peak Road, breach of the Deed of Mutual Covenant and nuisance on the development. On 14 September, 2012 Holyrood filed a statement of claim. On 24 December, 2012, Holyrood filed a defence and on 26 February, 2013 Century Pacific filed their reply on the defence. The litigation is still ongoing and there is no further update on the case up to the Latest Practicable Date.
(e) On 28 October, 2014, Mr. Chen Te Kuang, Mike issued a writ of summons against Paladin, claiming for (i) repayment of HK$10,500,000, being an alleged loan made to Magetta Co. Limited which Paladin undertook to repay and HK$2,000,000, being an alleged loan made to Paladin, and (ii) interest. On 18 November, 2014, Paladin filed an Acknowledgment of Service indicating its intention to contest the claims. The litigation is still ongoing and there is no further update on the case up to the Latest Practicable Date.

II – 7

GENERAL INFORMATION

APPENDIX II

(f) On 14 November, 2014 a petition under section 724 of the Companies Ordinance was served on the Company, as first respondent and Cityguard Holdings Limited, Five Star Investments Limited, Gold Seal Holdings Limited, Mr. Oung Da Ming, Dr. Oung Shih Hua, James, Mr. Yuen Chi Wah and Mr. Chan Chi Ho as second to eighth respondents. The petition was filed by Mr. Chen Te Kuang, Mike (as petitioner), a former Director who was removed from office by a resolution passed by the ordinary Shareholders in general meeting held on 1 August, 2014.

(i) proceedings are brought in the names of the Company and two of its subsidiaries against Mr. Oung Da Ming, Ms. Margaret Uon, Five Star Investments Limited, Cityguard Holdings Limited and/or Gold Seal Holdings Limited;
(ii) the Company to set up a special committee to review the internal controls and risk management systems of the Company, such special committee to engage independent experts to assist it in reviewing the systems and identifying material weaknesses with recommended remedial actions;
(iii) a receiver of the Company’s business is appointed until the special committee has completed its review and the recommended remedial actions, if any, are implemented;
(iv) alternatively, the 4th to 8th respondents and their agents/associates be restrained from acting as directors and/or bank signatories of the Company and its subsidiaries until the special committee has completed its review and the recommended remedial actions, if any, are implemented;
(v) damages (to be assessed), and any interest on those damages, be paid to the petitioner by any of the 2nd to 8th respondents as the Court thinks fit.

The Company is currently seeking legal advice in relation to the petition.

Save as disclosed in this sub-section, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

II – 8

GENERAL INFORMATION

APPENDIX II

(VI) GENERAL

(a) As at the Latest Practicable Date, none of the Directors had entered into any existing or proposed service contracts with the Company, or any other member of the Group, save for those expiring or determinable by the relevant employer within one year without payment of compensation (other than statutory compensation).
(b) As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which have been acquired or disposed of by, or leased to, or which were proposed to be acquired or disposed of by or leased to, any member of the Group since 30 June, 2014 (being the date to which the latest published audited consolidated financial statements of the Company were made up).
(c) As at the Latest Practicable Date, none of the Directors and their respective associates was interested in any business, apart from the Company’s business, that competes or competed or is or was likely to compete, either directly or indirectly, with the Company’s business.
(d) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting at the date of this circular and which is significant in relation to the business of the Group.
(e) The company secretary of the Company is Mr. Chan Chi Ho, who is a fellow member of both The Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants. He also is a member of both The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries.
(f) The English text of this circular shall prevail over its Chinese text.

(VII) DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal office of the Company, from 31 December, 2014 to 13 January, 2015 (both days inclusive):

(a) Bye-laws of the Company;
(b) the annual reports of the Company for the three years ended 30 June, 2012, 2013 and 2014, respectively;
(c) the interim report of the Company for the six months ended 31 December, 2013;
(d) the material contracts referred to in the paragraph headed “(IV) MATERIAL CONTRACTS” in this appendix; and
(e) this circular.

II – 9

AI assistant

G-Resources Group Limited — M&A Activity 2014

49648_rns_2014-12-30_19b0ee66-570f-4437-b856-6a34ac4f6a8b.pdf

PALADIN LIMITED

MAJOR TRANSACTION ADMINISTRATION AGREEMENT

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

PALADIN LIMITED

MAJOR TRANSACTION ADMINISTRATION AGREEMENT

INTRODUCTION

PRINCIPAL TERMS OF THE ADMINISTRATION AGREEMENT

Parties:

Subject matter

Term

Properties

Fees and Payment Terms

CONDITIONS

REASONS FOR AND BENEFITS OF THE ADMINISTRATION AGREEMENT

INFORMATION ABOUT THE GROUP AND ANGLO CHINESE

LETTER FROM THE BOARD

IMPLICATIONS UNDER THE LISTING RULES

ADDITIONAL INFORMATION

(I) FINANCIAL STATEMENTS OF THE GROUP

(II) MATERIAL ADVERSE CHANGE

(III) STATEMENT OF INDEBTEDNESS

APPENDIX I

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(IV) WORKING CAPITAL

(V) EFFECTS OF THE MAJOR TRANSACTION ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Net assets

Earnings

Liabilities

(VI) FINANCIAL AND TRADING PROSPECTS

(I) RESPONSIBILITY STATEMENT

(II) DIRECTORS’ INTERESTS IN SHARES AND UNDERLYING SHARES

APPENDIX II

(III) INTERESTS OF SUBSTANTIAL SHAREHOLDERS

Long position:

APPENDIX II

GENERAL INFORMATION

APPENDIX II

(IV) MATERIAL CONTRACTS

(V) LITIGATION

APPENDIX II

APPENDIX II

GENERAL INFORMATION

(VI) GENERAL

(VII) DOCUMENTS AVAILABLE FOR INSPECTION

More from G-Resources Group Limited

G-Resources Group Limited M&A Activity 2014