G-Resources Group Limited — Share Issue/Capital Change 2002

May 8, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the content 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.

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)

CLARIFICATION TO PRESS ARTICLE

SIGNING OF MEMORANDUM OF UNDERTAKING

Clarification is made to the press article published on Apple Daily News on 7th May 2002.

On 7th May 2002, Credit Card DNA, a wholly-owned subsidiary of the Company entered into a non-legally binding Memorandum of Undertaking with Hubei GoldWay pursuant to which Credit Card DNA and Hubei GoldWay intend to cooperate and establish a joint venture enterprises. The business of the proposed joint venture is to develop the applied technology in Microwave Plasma (微波等離子體) used to reform the properties of various kinds of textile fabric. The Company proposed to issue 70 million new ordinary shares of HK$0.01 each in the capital of the Company represents about 1.4% of the existing issued share capital and about 1.38% of the issued share capital as enlarged by the new issue of Shares at an issue price of HK$0.3 per Share to exchange for 21% equity interest in the proposed joint venture enterprises. The issue price represents a 33.93% premium to the closing price of the Company on 7 May 2002 and a 38.89% premium to the average closing price of the Shares for the last 10 trading days ended 7 May 2002.

The Proposed Investment is subject to the execution of a formal agreement and a due diligence to be conducted by the Company on the formal documents and business plan on the technology of Microwave Plasma used to reform the properties of various kinds of textile fabric on Hubei GoldWay.

The Proposed Investment, if proceeds, will constitute a major and share transaction of the Company under the Listing Rules and will be subject to shareholders’ approval. A further announcement will be made upon the signing of the formal agreement, or when the Company decides not to proceed with the Proposed Investment, as the case may be.

At the request of the Company, Shares of the Company was suspended from 2:30 pm on 7 May 2002 pending the release of this announcement and the Company has applied to the Stock Exchange to resume the trading of Shares from 9:30am on 9 May 2002.

The Board wishes to clarify that except a non-legally binding Memorandum of Undertaking, there is no legally binding agreement signed by the Company or any or its subsidiary.

The Proposed Investment may or may not proceed, shareholders and investors are advised to exercise caution when dealing in the Shares of the Company

CLARIFICATION TO PRESS ARTICLE

The Board refers to the press article appeared in Apple Daily News on 7 May 2002 concerning that agreements in relation to the establishment of two joint venture companies will be signed with Hubei GoldWay on 7 May 2002 and the Company will issue new ordinary shares of 130 million in exchange for the equity interest of the two joint venture companies. The Board wishes to clarify that except a non-legally binding Memorandum of Undertaking, there is no legally binding agreement signed by the Company or any or its subsidiary. Details of the Memorandum of Undertaking is setting out in the following paragraph.

MEMORANDUM OF UNDERTAKING

On 7th May 2002, Credit Card DNA, a wholly-owned subsidiary of the Company entered into a non-legally binding Memorandum of Undertaking with Hubei GoldWay pursuant to which Credit Card DNA and Hubei GoldWay intend to cooperate and establish a joint venture enterprises. The business of the proposed joint venture is to develop the applied technology in Microwave Plasma (微波等離子體) used to reform the properties of various kinds of textile fabric. The Company proposed to issue 70 million new ordinary shares of HK$0.01 each in the capital of the Company representing about 1.4% of the existing issued share capital and about 1.38% of the issued share capital as enlarged by the new issue of Shares at an issue price of HK$0.3 per Share to exchange for 21% equity interest in the joint venture enterprises. Hubei GoldWay will inject the applied technology of Microwave Plasma used in the properties reform of textile fabric as well as all the interest of this technology including the patent into the proposed joint venture enterprises in exchange for 79% equity interest in the joint venture enterprises. The issue price represents a 33.93% premium to the closing price of the Shares on 7 May 2002 and a 38.89% premium to the average closing price of the Shares for the last 10 trading days ended 7 May 2002.

Upon signing of the Memorandum of Undertaking, Credit Card DNA will within 30 days conduct due diligence exercise on the formal documents and business plan on the applied technology of Microwave Plasma used to reform the properties of various kinds of textile fabric on Hubei GoldWay. Subject to the due diligence results, Credit Card DNA and Hubei GoldWay will enter into a formal co-operative agreement in connection with the Proposed Investment within 45 days after the signing of the Memorandum of Undertaking.

The applied technology of Microwave Plasma which is a high ended technology applied to reform the properties of various kinds of textile fabric can be further develop to apply in the device to prevent false notes. The Board believes that the development of such technology will not only be complementary to the business of credit card security of the Company, it may widen the business scope and earning base of the existing business of the Company.

Hubei GoldWay is independent of and not connected with and not acting in concert with the Company, its director, chief executives, substantial shareholders, subsidiaries, or any associates of any of them.

The Proposed Investment, if proceeds, will constitute a major and share transaction of the Company under the Listing Rules and will be subject to shareholders’ approval. A further announcement will be made upon the signing of the formal agreement, or when the Company decides not to proceed with the Proposed Investment, as the case may be.

The Proposed Investment may or may not proceed, shareholders and investors are advised to exercise caution when dealing in the shares of the Company.

SUSPENSION AND RESUMPTION OF TRADING

Trading in the Shares was suspended at the request of the Company with effect from 2:30 p.m. on 7th May 2002 pending the release of this announcement. An application has been made to the Stock Exchange for a resumption of trading in the Shares with effect from 9:30 a.m. on 9 May 2002.

THE OFFER

Reference was made to the Offer Document of the Company dated 26 April 2002. Terms used herein shall have the same meaning of those used in the Offer Document unless otherwise stated.

The Board reminds the shareholders of the Company that the Closing time of the Offer will be at 7:00p.m. on Friday, 17 May 2002 while the Latest time for acceptance of the Offer will be at 4:00p.m. on Friday, 17 May 2002.

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of directors of the Company
“Company”	Credit Card DNA Security System (Holdings) Limited, a company incorporated in Bermuda with limited liability, the ordinary share capital of which is listed on the Stock Exchange
“Credit Card DNA”	Credit Card DNA Security System Limited, a wholly-owned subsidiary of the Company
“Hubei GoldWay”	湖北國威高科技有限公司Hubei GoldWay Hi-tech Company Limited , a company established in Hubei, the PRC
“Hong Kong”	the 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
“Memorandum of Undertaking”	the memorandum of undertaking entered into by Credit Card DNA and Hubei GoldWay on 7 May 2002 PRC the People’s Republic of China
“PRC”	the People’s Republic of China
“Proposed Investment”	the proposed investment of 21% equity interest in a joint venture enterprises by the Company pursuant to the Memorandum of Undertaking
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

By order of the board of directors of
Credit Card DNA Security System (Holdings) LimitedWong Kam Fu
ChairmanHong Kong, 8 May 2002

* for identification purpose only

All the Directors jointly and severally accept responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, 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.