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

Jul 17, 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.

(incorporated in Bermuda with limited liability)

Placing of 150,000,000 New Shares and

Issue of 33,425,890 New Shares for Settlement of Indebtedness

The Company conditionally agreed to place to the Placee 150,000,000 Placing Shares at HK$0.04 each, subject to the approval of the listing of the Placing Shares by the Stock Exchange. The Placing Shares represent approximately 1.16 per cent. and 1.14 per cent. of the existing issued share capital of the Company and the issued share capital as enlarged by the Placing Shares and the Settlement Shares respectively.

Subsequent to the special general meeting of the Company held on 12th June, 2000, the Unsecured Creditor agreed with the Company to settle in full the indebtedness of the Company due to the Unsecured Creditor.

The settlement involves the payment of HK$229,969 in cash and the issue of 33,425,890 Settlement Shares at HK$0.01 each. The issue of the Settlement Shares is subject to the listing approval for the Settlement Shares having been granted by the Stock Exchange. The Settlement Shares represent approximately 0.26 per cent. and 0.25 per cent. of the existing issued share capital of the Company and the issued share capital as enlarged by the Placing Shares and the Settlement Shares respectively.

Both the Placee and the Unsecured Creditor are independent third parties not connected with the substantial shareholder, the directors and the chief executive of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules).

The Placing

The Company agreed to place to the Placee the Placing Shares, subject to the approval of the listing of the Placing Shares by the Stock Exchange on or before 28th July, 2000.

Date of Placing

Agreement : 14th July, 2000

Reason : To strengthen the capital base of the Company.

Use of Proceeds : For general working capital purposes

Placing Shares : 150,000,000 Shares of HK$0.01 each

The Placing Shares represent approximately 1.16 per cent. and 1.14 per cent. of the existing issued share capital of the Company and the issued share capital as enlarged by the Placing Shares and the Settlement Shares respectively.

They will be issued under the general mandate granted to the Directors at the special general meeting of the Company held on 12th June, 2000.

Placement to : The Placee, a company engaged in the business of information technology and telecommunication. The principal activities of Millennium Group Limited are investment holding. The Placee has strategic investment interests in PRC companies engaged in the manufacture and trading of chemicals and financial services. Through a wholly owned subsidiary, the Placee is also engaged in the trading of tobacco products. The Placee is also engaged in information technology related business such as electronic payment and Internet telecommunication services such as Voice Over Internet Protocol and Wireless Application Protocol.

Price : HK$0.04 per Share

The issue price was determined after arm's length negotiation between the Company and the Placee.

This represents a discount of approximately 7 per cent. to the closing price of HK$0.043 as quoted on the Stock Exchange on 14th July, 2000, and a premium of approximately 5.5 per cent. to the average closing price of HK$0.0379 as quoted on the Stock Exchange in the ten trading days immediately preceding the date of the announcement.

Rights : The Placing Shares will be free of any third party rights and will rank pari passu in all respects with the existing issued Shares.

The Placee will be entitled to all dividends and distributions declared, made or paid after the issue of the Placing Shares.

Independence of : The Placee and the beneficial owner of the Placee are not connected with the

the Placee directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as such term is defined in the Listing Rules).

Conditions of : The placing is conditional upon the granting of the listing of and permission to

the Placing deal in the Placing Shares by the Listing Committee of the Stock Exchange.

Completion : Expected to be on or before 28th July, 2000

The Company will make an application to the Listing Committee of the Stock Exchange for listing of and permission to deal in the Placing Shares.

The Settlement

Subsequent to the special general meeting of the Company on 12th June, 2000, the Unsecured Creditor agreed with the Company to settle in full the indebtedness of the Company due to the Unsecured Creditor.

As at 31st July, 1999, the Company owed to the Unsecured Creditor HK$3,832,816. Similar to the settlement with other creditors as explained in the Circular, 31st July, 1999 was used as the cut off date for the purpose of calculation of the indebtedness.

The Unsecured Creditor agreed to settle the indebtedness in full with the Company on the following terms:

payment of HK$229,969 in cash, representing approximately 6 per cent. of the indebtedness as at 31st July, 1999; and

the issue of the Settlement Shares at $0.01 per share, which is same as the issue price of the Shares issued as settlement to the other creditors as explained in the Circular.

The issue of the Settlement Shares is subject to the approval of the Stock Exchange for the listing of, and permission to deal in the Settlement Shares, for which approval an application will be made. The Settlement Shares will be issued to the Unsecured Creditor pursuant to the general mandate granted to the directors of the Company by shareholders of the Company in a special general meeting held on 12th June, 2000.

The terms of the settlement are no more favourable to those agreed with the other creditors as explained in the Circular.

Date of Settlement

Agreement : Effective 12th June, 2000

Reason : To settle in full the indebtedness owed by the Company to the Unsecured Creditor.

Settlement Shares : 33,425,890 Shares of HK$0.01 each

The Settlement Shares represent approximately 0.26 per cent. and 0.25 per cent. of the existing issued share capital of the Company and the issued share capital as enlarged by the Placing Shares and the Settlement Shares respectively.

They will be issued under the general mandate granted to the Directors at the special general meeting of the Company held on 12th June, 2000.

Placement to : The Unsecured Creditor, an unsecured creditor of the Company.

Price : HK$0.01 per Share

This represents a discount of approximately 76.7 per cent. to the closing price of HK$0.043 as quoted on the Stock Exchange on 14th July, 2000, and a discount of approximately 73.6 per cent. to the average closing price of HK$0.0379 as quoted on the Stock Exchange in the ten trading days immediately preceding the date of the announcement.

Rights : The Settlement Shares will be free of any third party rights and will rank pari passu in all respects with the existing issued Shares.

The Unsecured Creditor and the beneficial owner of the Unsecured Creditor will be entitled to all dividends and distributions declared, made or paid after the issue of the Settlement Shares.

Independence of the : The Unsecured Creditor is not connected with the directors, chief executive or

Unsecured Creditor substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as such term is defined in the Listing Rules).

Conditions : The issue of the Settlement Shares is conditional upon the granting of the listing of and permission to deal in the Settlement Shares by the Listing Committee of the Stock Exchange.

Completion : Expected to be on or before 28th July, 2000

The Company will make an application to the Listing Committee of the Stock Exchange for listing of and permission to deal in the Settlement Shares.

Definitions

"Company" Star Cyberpower Holdings Limited

"Circular" the circular of the Company issued to its shareholders on 18th May, 2000

"Placee" Millennium Group Limited, a company incorporated in Hong Kong and an independent third party not connected with the substantial shareholder, the directors and the chief executive of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules)

"Placing Shares" 150,000,000 Shares to be issued to the Placee

"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company

"Settlement Shares" 33,425,890 Shares to be issued to the Unsecured Creditor to settle in full all indebtedness owed by the Company to the Unsecured Creditor

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Unsecured Creditor" Dongguan Silong Hua Nam Enterprise Company, a company established in the People's Republic of China and an independent third party not connected with the substantial shareholder, the directors and the chief executive of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules).

For and on behalf of the Board

STAR CYBERPOWER HOLDINGS LIMITED

Wong Kam Fu

Chairman

Hong Kong, 15th July, 2000

Please also refer to the published version of this announcement in the i Mail dated 17/7/2000.