G-Resources Group Limited — Share Issue/Capital Change 2000

Nov 3, 2000

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.

Star Cyberpower Holdings Limited

(incorporated in Bermuda with limited liability)

PLACING OF EXISTING SHARES

AND SUBSCRIPTION OF NEW SHARES

Placing Agent

Kingston Securities Limited

The Company announces that the Placing Agent have agreed to place 1,200,000,000 existing Shares beneficially owned by the Vendor to independent investors at a price of HK$0.018 per Share. On completion of the Placing, the Vendor will subscribe for 1,200,000,000 new Shares at the price of HK$0.018 per Share.

The Placing is fully underwritten by the Placing Agent.

The Placing Shares represent about 9.12% of the existing issued share capital of the Company of 13,163,593,629 Shares and about 8.35% of the Company's issued share capital as enlarged by the issue of 1,200,000,000 new Shares under the Subscription. The net proceeds of the Subscription amount to about HK$20.88 million will be used by the Group for general working capital.

The Vendor has about a 41.78% interest in the issued share capital of the Company as at the date of this announcement and will be reduced to about 32.67% immediately upon completion of the Placing and will be increased to about 38.29% immediately upon completion of the Subscription.

Trading in the Shares was suspended at 10:00 a.m. on 2nd November, 2000 at the request of the Company. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 10:00 a.m. on 3rd November, 2000.

A. PLACING OF 1,200,000,000 EXISTING SHARES

Date:	Placing Agreement dated 2nd November, 2000.
Vendor:	The Vendor, the controlling shareholder of the Company, is interested in about 41.78% of the existing issued share capital of the Company.
Placing Agent:	The Placing Agent is independent of and not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates (as defined in the Listing Rules). The Placing is fully underwritten by the Placing Agent.
Placees:	The Placing Shares will be placed to not less than six placees (which will be individual, corporate and/or institutional investors) whom will be independent of and not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates (as defined in the Listing Rules). It is expected that no placee will become a substantial shareholder of the Company as a result of the Placing.
Number of Placing Shares:	1,200,000,000 existing Shares to be placed, representing about 9.12% of the existing issued share capital of the Company of 13,163,593,629 Shares and about 8.35% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.
Placing Price:	HK$0.018 per Placing Share. This price was determined after arm's length negotiation between the Vendor and the Placing Agent and represents (i) a discount of about 33.33% to the closing price of HK$0.027 per Share as quoted on the Stock Exchange on 1st November, 2000; and (ii) a discount of about 10% to the average closing price of about HK$0.02 per Share as quoted on the Stock Exchange from 19th October, 2000 to 1st November, 2000 both dates inclusive, being the last ten trading days of the Shares immediately before the issue of this announcement.
	The Company will bear all costs and expenses in connection with the Placing and the Subscription.
Completion:	The Placing Agreement is unconditional. Completion of the Placing will take place on or before the second business day immediately following the resumption of trading of Shares or such other date and time as may be agreed between the parties to the Placing Agreement.

B. SUBSCRIPTION OF 1,200,000,000 SUBCRIPTION SHARES

Date:	Subscription Agreement dated 2nd November, 2000.
Issuer:	The Company
Subscriber:	The Vendor
Number of Subscription Shares:	The Company will issue 1,200,000,000 new Shares to the Vendor representing about 9.12% of the existing issued share capital of the Company and about 8.35% of the issued share capital of the Company as enlarged by the issue of 1,200,000,000 new Shares under the Subscription.
Subscription Price:	HK$0.018 per Subscription Share. Any interest earned by the Vendor on the moneys raised by the Placing will be for the benefit of the Company.
Mandate to issue Subscription Shares:	The Subscription Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the Company's special general meeting held on 12th June, 2000.
Ranking of the Subscription Shares:	The Subscription Shares, when fully paid and issued, will rank equally in all respects with the existing Shares.
Conditions:	The Subscription is conditional upon:
	(a) the Listing Committee of the Stock Exchange granting or agreeing to grant listing of and permission to deal in the Subscription Shares;
	(b) the Vendor obtaining from the Executive (as defined under the Code) a waiver from the obligation to make a general offer for the Shares pursuant to Rule 26 of the Code as a result of completion of the Subscription;
	(c) if required, the Bermuda Monetary Authority consenting to the issue of new Shares pursuant to the Subscription on or before the completion date of the Subscription; and
	(d) completion of the Placing.
	Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares. Application will also be made to the Executive for a waiver from the obligation on the Vendor of making a general offer for Shares pursuant to Rule 26 of the Code.
	In the event that the waiver from the obligation on the Vendor of making a general offer for Shares pursuant to Rule 26 of the Code is not granted by the Executive, the Subscription Agreement will lapse and the Vendor will not subscribe for the Subscription Shares.
	In the event of the condition (a) above not being fulfilled by 4:00 p.m. on the date falling twelve calendar days from the date of the Subscription Agreement, that is 14th November, 2000 (or such later date as may be agreed amongst the parties thereto), the Subscription Agreement will lapse.
Completion:	The Subscription Agreement is conditional on the conditions mentioned above. Completion of the Subscription will take place at not later than 12:00 noon on the second calendar day immediately after full satisfaction of the abovementioned conditions of the Subscription Agreement.

C. EFFECT OF THE PLACING AND THE SUBSCRIPTION

The shareholding of the Vendor in the Company before and after completion of the Placing and the Subscription are and will be as follows:

	Number of Shares in the	Percentage of shareholding in the
	Company held by the Vendor	Company held by the Vendor
	(Note)	(Note)
Immediately before the Placing
and the Subscription	5,500,000,000	41.78%
Immediately after the Placing
but before the Subscription	4,300,000,000	32.67%
Immediately after the Placing
and the Subscription	5,500,000,000	38.29%

Note:	The figures assume that other than the Subscription Shares, no new Shares are issued or purchased by the Company and other than the Placing Shares, no Shares are sold or purchased by the Vendor, in each case after the date of this announcement up to the date of the completion of the Placing and the Subscription.

D. REASONS FOR THE PLACING AND THE SUBSCRIPTION AND THE USE OF PROCEEDS OF THE SUBSCRIPTION

The Directors consider that the Placing and the Subscription will broaden the shareholder base and strengthen the capital base of the Company. The net proceeds from the Subscription, of about HK$20.88 million, will be used by the Group for general working capital.

E. SUSPENSION AND RESUMPTION OF TRADING

Trading in the Shares was suspended at 10:00 a.m. on 2nd November, 2000 at the request of the Company. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 10:00 a.m. on 3rd November, 2000.

F. DEFINITIONS

The following defined terms are used in this announcement:

"Company"	Star Cyberpower Holdings Limited
"Director(s)"	director of the board of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administration Region of the People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Placing"	the placing of 1,200,000,000 existing Shares pursuant to the Placing Agreement
"Placing Agent"	Kingston Securities Limited, a dealer registered under the securities Ordinance (Chapter 333 of the Laws of Hong Kong), is independent of and not connected with the directors, chief executive or substantial shareholders of any number of the Group or any of their respective associates (as defined in the Listing Rules)
"Placing Agreement"	a placing agreement between the Vendor and the Placing Agent dated 2nd November, 2000 in relation to the Placing
"Placing Shares"	a total of 1,200,000,000 Shares beneficially owned by the Vendor to be placed pursuant to the Placing Agreement
"Shares"	ordinary shares of HK$0.01 in the share capital of the Company
"Shareholder(s)"	holders of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription"	the subscription for the Subscription Shares pursuant to the Subscription Agreement
"Subscription Agreement"	a conditional subscription agreement between the Vendor and the Company dated 2nd November, 2000 in relation to the Subscription
"Subscription Shares"	a total of 1,200,000,000 new Shares to be subscribed by the Vendor pursuant to the Subscription Agreement
"Vendor"	Sheung Hai Developments Limited, a company incorporated in the British Virgin Islands, which is and will be the controlling shareholder of the Company (both before and after the Placing and the Subscription)
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

By order of the Board

Star Cyberpower Holdings Limited

Wong Kam Fu

Chairman

Hong Kong, 2nd November, 2000

Please also refer to the published version of this announcement in the i Mail dated 3/11/2000.