Grand Ocean Advanced Resources Company Limited — Capital/Financing Update 2017

Jul 31, 2017

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

Grand Ocean Advanced Resources Company Limited 弘海高新資源有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 65)

COMPLETION OF PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

==> picture [185 x 41] intentionally omitted <==

The Board is pleased to announce that the conditions set out in the Placing Agreement have been fulfilled and completion of the Placing took place on 31 July 2017 in accordance with the terms and conditions of the Placing Agreement.

An aggregate of 1,000,000,000 Placing Shares, representing approximately 66.51% of the issued share capital of the Company immediately after completion of the Placing, have been successfully placed to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The net proceeds from the Placing are approximately HK$106.8 million.

Reference is made to the circular of Grand Ocean Advanced Resources Company Limited (“ Company ”) dated 24 June 2017 (“ Circular ”) in relation to, amongst other matters, the placing of new shares under specific mandate and the announcement of the Company dated 10 July 2017 (“ Poll Result Announcement ”) in respect of the poll result of the EGM at which the Specific Mandate was granted. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

The Board is pleased to announce that the conditions set out in the Placing Agreement have been fulfilled and completion of the Placing took place on 31 July 2017 in accordance with the terms and conditions of the Placing Agreement. An aggregate of 1,000,000,000 Placing Shares, representing approximately 66.51% of the issued share capital of the Company immediately after completion of the Placing, have been successfully placed to not less than six Placees at the Placing Price of HK$0.110 per Placing Share.

– 1 –

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries and as confirmed by the Placing Agent, (i) each of the Placees and where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; and (ii) none of the Placee has become a substantial shareholder of the Company upon completion of the Placing.

The net proceeds from the Placing are approximately HK$106.8 million.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company immediately before completion of the Placing and immediately after completion of the Placing:

Name of ShareholdersMr. Xu Bin and his associates(Note)Public ShareholdersThe PlaceesOther ShareholdersTotal:	Immediately beforecompletion of the PlacingNumber ofissued Shares%156,154,31531.02%––347,322,85168.98%503,477,166100.00%	Immediately uponcompletion of the PlacingNumber ofissued Shares%156,154,31510.39%1,000,000,00066.51%347,322,85123.10%1,503,477,166100.00%	Immediately uponcompletion of the PlacingNumber ofissued Shares%156,154,31510.39%1,000,000,00066.51%347,322,85123.10%1,503,477,166100.00%
			100.00%

Note: Mr. Xu Bin (“ Mr. Xu ”) is an executive Director and the Chairman of the Company. His shareholding includes 24,365,629 Shares by Mr. Xu directly and 131,788,686 Shares through Hong Kong Hang Kei Company Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly owned by Mr. Xu.

By order of the Board

Grand Ocean Advanced Resources Company Limited

Xu Bin

Chairman and Executive Director

Hong Kong, 31 July 2017

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Xu Bin (Chairman), Mr. Zhang Fusheng (Chief Executive Officer), Mr. Ng Ying Kit and Ms. Huo Lijie; and three independent non-executive Directors, namely Mr. Kwok Chi Shing, Mr. Huang Shao Ru and Mr. Chang Xuejun.

– 2 –