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

Apr 23, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of the announcement, makes no representations 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 BIO-TECH (HOLDINGS) LIMITED

星光生物科技(控股)有限公司*

(Incorporated in Bermuda with limited liability)

COMPLETION OF CONNECTED

TRANSACTIONS INVOLVING ISSUANCE OF NEW SHARES

The Board announces that at the special general meeting of the Company held on 19 April 2002, the ordinary resolution for the approval of the Agreements was passed by the Independent Shareholders and Completion took place on 23 April 2002. As at the date of this announcement, Win Channel, Sheung Hai, their respective associates and parties acting in concert with them are collectively interested in about 93.72% of the issued share capital of the Company and the shareholding of the public in the Company is reduced to about 6.28% of its issued share capital.

As a result of Completion, Win Channel, Sheung Hai and parties acting in concert with them are obliged to make the Offer under Rule 26 of the Code. The Offer Document is expected to be despatched to Shareholders on or before 26 April 2002. A further announcement will be made upon despatch of the Offer Document and commencement of the Offer.

Rule 8.08 of the Listing Rules requires that at least 25% of the issued Shares from time to time are held by the public. The Stock Exchange has granted to the Company a waiver from compliance with the requirements of Rule 8.08 of the Listing Rules during the Offer period.

The Stock Exchange has stated that if the Stock Exchange believes that a false market exists or may exist in the trading of the Shares or that there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Shares. Shareholders and investors should exercise caution when dealing in the Shares.

Reference is made to the joint announcement of Win Channel, Sheung Hai and the Company dated 27 February 2002 (“Announcement”) and the circular dated 26 March 2002 issued by the Company containing, amongst others, information relating to the Agreements which constitute connected transactions for the Company. Terms defined in the Announcement have the same meaning when used in this announcement.

Completion

The Board announces that, at the special general meeting of the Company held on 19 April 2002, the ordinary resolution for the approval of the Agreements was passed by the Independent Shareholders and Completion took place on 23 April 2002.

As at the date of this announcement, Win Channel, Sheung Hai, their respective associates and parties acting in concert with them are collectively interested in 4,676,375,839 Shares, representing about 93.72% of the issued share capital of the Company, and the shareholding of the public in the Company is reduced to about 6.28% of its issued share capital.

As a result of Completion, Win Channel, Sheung Hai and parties acting in concert with them are obliged to make the Offer under Rule 26 of the Code. The Offer Document, containing details of the Agreements, the terms of the Offer, the recommendation of the independent board committee of the Company to the Independent Shareholders and the advice of the independent financial adviser to the independent board committee in respect of the Offer, is expected to be despatched to Shareholders on or before 26 April 2002. A further announcement will be made upon despatch of the Offer Document and commencement of the Offer.

Public float

Rule 8.08 of the Listing Rules requires that at least 25% of the issued Shares from time to time are held by the public. As a result of Completion, the shareholding of the public in the Company is reduced to about 6.28% of its issued share capital as at the date of this announcement. The Company has applied for and the Stock Exchange has granted to the Company a waiver from compliance with the requirements of Rule 8.08 of the Listing Rules during the Offer period on the basis that suspension of trading of Shares during the Offer period will prejudice the interest of the Independent Shareholders who choose to dispose of their Shares in the market during such period. Accordingly, the Shares remain tradeable on the Stock Exchange during the Offer period.

Investors should note that trading of Shares may be suspended immediately following the close of the Offer until the public float of the Shares is restored pursuant to Rule 8.08 of the Listing Rules.

The Stock Exchange has stated that if the Stock Exchange believes that a false market exists or may exist in the trading of the Shares or that there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Shares. Shareholders and investors should exercise caution when dealing in the Shares.

The Stock Exchange will also closely monitor all acquisitions or disposals of assets by the Company. The Stock Exchange has the discretion to require the Company to issue a circular to its Shareholders irrespective of the size of the proposed transaction, particularly when such proposed transaction represents a departure from the principal activities of the Company. The Stock Exchange also has the discretion to aggregate a series of transactions and any such transactions may result in the Company being treated as if it were a new listing applicant.

By Order of the Board
Tam Pui Ling, ElaineCompany SecretaryHong Kong, 23 April 2002

The directors of the Company jointly and severally accept full 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.

* The Chinese name is for identification purpose only

Please also refer to the published version of this announcement in the Hong Kong iMail.