GT Gold Holdings Limited — Proxy Solicitation & Information Statement 2017

Jun 20, 2017

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Grand T G Gold Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

==> picture [72 x 58] intentionally omitted <==

GRAND T G GOLD HOLDINGS LIMITED 大唐潼金控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8299)

DEBT CAPITALISATION BY WAY OF SUBSCRIPTION OF NEW SHARES AND CONVERTIBLE BONDS BY CREDITORS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Monday, 10 July 2017 is set forth on pages 21 and 24 of this circular. Whether or not you are able to attend the EGM in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or 24 hours before any adjournment thereof.

Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

21 June 2017

• for identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– ii –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• ‘‘Additional Debt’’

• HK$4,000,000.00, being the additional amounts due by the Company to the Third Subscriber

• ‘‘Announcements’’

• announcements of the Company dated 10 April 2017 and 8 June 2017, respectively in respect of the Debt Capitalisation

• ‘‘associate(s)’’

• has the same meaning ascribed to it under the GEM Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Bondholder’’

• a person who is for the time being the registered holder of a Convertible Bond

• ‘‘Business Day’’

• means a day (other than Saturday and days on which a tropical cyclone warning No. 8 or above or a ‘‘black rainstorm warning signal’’ is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks are open in Hong Kong for general business

• ‘‘CB Subscription’’

• the subscription of the Convertible Bonds by the Third Subscriber pursuant to the CB Subscription Agreement

• ‘‘CB Subscription Agreement’’

• the conditional CB subscription agreement dated 10 April 2017 entered into between the Company and the Third Subscriber

• ‘‘Company’’

• Grand T G Gold Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM

• ‘‘connected persons’’

• has the same meaning ascribed to it under the GEM Listing Rules

• ‘‘Conversion Price’’

the conversion price per Conversion Share and initially at HK$0.02 per Conversion Share, subject to adjustments, pursuant to the terms of the Convertible Bonds

– 1 –

DEFINITIONS

• ‘‘Conversion Shares’’

the new Shares to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds

• ‘‘Convertible Bond(s)’’

the convertible bonds in the principal amount of HK$30,095,357.00, to be issued by the Company upon completion of the CB Subscription Agreement

• ‘‘Debt Capitalisation’’

• the proposed capitalisation of certain indebtedness pursuant to the Shares Subscription Agreements and the CB S u b s c r i p t i o n A g r e e m e n t a s d i s c l o s e d i n t h e Announcements and this circular

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• an extraordinary general meeting of the Company for the purpose of considering, and if thought fit, approving by the Shareholders the Shares Subscription Agreements, the CB Subscription Agreement and the specific mandates to issue and allot the Subscription Shares and/or the Conversion Shares

• ‘‘First Debt’’

• HK$6,580,007.90, being the amounts due by the Company to the First Subscriber

• ‘‘First Subscriber’’

• Mr. Lee Wing Leung, an Independent Third Party

• ‘‘First Subscription Agreement’’

• the conditional shares subscription agreement dated 10 April 2017 (as amended by the Supplemental Agreement) entered into between the Company and the First Subscriber

• ‘‘GEM’’

• the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Committee’’

• the listing subcommittee of the board of the Stock Exchange which is responsible for GEM

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on the GEM

• ‘‘Group’’

• the Company and its subsidiaries

– 2 –

DEFINITIONS

• ‘‘Hong Kong’’

• ‘‘Independent Third Party’’

• ‘‘Latest Practicable Date’’

• ‘‘Long Stop Date’’

• ‘‘Open Offer’’

• ‘‘Resumption Proposal’’

• ‘‘Second Debt’’

• ‘‘Second Subscriber’’

• ‘‘Second Subscription Agreement’’

• ‘‘Share(s)’’

• ‘‘Share Options’’

• the Hong Kong Special Administrative Region of the PRC

• means a third party independent of the Company and the connected persons of the Company

• 15 June 2017, being the latest practicable date prior to the printing of the circular for ascertaining certain information for inclusion in the circular

• 31 December 2017 (or such other date as the parties of the Shares Subscription Agreements and/or the CB Subscription Agreement may agree), being the long stop date of the Shares Subscription Agreements and/or the CB Subscription Agreement

open offer of the Company, which details were set out in the Company’s prospectus dated 31 March 2017

resumption proposal of the Company as conditionally approved by the Listing Appeals Committee of the Stock Exchange and these conditions have already been fulfilled as detailed in the Company’s announcement dated 21 March 2017

HK$35,000,000.00, being the amounts due by the Company to the Second Subscriber

• Mr. Zhou Yong, an Independent Third Party

• the conditional shares subscription agreement dated 10 April 2017 entered into between the Company and the Second Subscriber

• ordinary share(s) of HK$0.004 each in the capital of the Company

the outstanding share options under the Company’s share option scheme adopted on 4 March 2009 entitling the holders thereof to subscribe for 71,869,980 Shares at the exercise price of HK$0.1140 per Share, subject to adjustments (if necessary)

– 3 –

DEFINITIONS

• ‘‘Shareholder(s)’’

the holder(s) of the Share(s)

• ‘‘Shares Subscriptions’’

the subscription of the Subscription Shares by the First Subscriber, the Second Subscriber and the Third Subscriber pursuant to the First Subscription Agreement, the Second Subscription Agreement and the Third Subscription Agreement, respectively at the Subscription Price

• ‘‘Shares Subscription Agreement(s)’’

• the First Subscription Agreement and/or the Second Subscription Agreement and/or the Third Subscription Agreement

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscriber(s)’’

• subscriber(s) of the Subscription Shares and/or the CB pursuant to the First Subscription Agreement and/or the Second Subscription and/or the Third Subscription Agreement and/or the CB Subscription Agreement

• ‘‘Subscription Price’’

HK$0.02 per Subscription Share

• ‘‘Subscription Share(s)’’

such amount of new Shares as subscribed by the First Subscriber, the Second Subscriber and the Third Subscriber pursuant to the First Subscription Agreement, the Second Subscription Agreement and the Third Subscription Agreement, respectively

• ‘‘Supplemental Agreement’’

the supplemental agreement entered into between the Company and the First Subscriber on 8 June 2017 in relation to the First Subscription Agreement

• ‘‘Third Debt’’

HK$30,095,357.00, being the amounts due by the Company to the Third Subscriber

• ‘‘Third Subscriber’’

• J. Thomson Asset Investment Limited, a company incorporated in the British Virgin Islands with limited liabilities, which and its ultimate beneficial owner are Independent Third Parties

• ‘‘HK$’’

Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘%’’

per cent

– 4 –

LETTER FROM THE BOARD

==> picture [72 x 58] intentionally omitted <==

GRAND T G GOLD HOLDINGS LIMITED 大唐潼金控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8299)

Executive Directors: Dr. Li Dahong (Chairman) Mr. Feng Jun (Chief Executive Officer) Mr. Jiang Zhiyong

Non-executive Director: Ms. Ma Xiaona Independent non-executive Directors: Mr. Jiang Quanming Mr. Orr Joseph Wai Shing Mr. Guo Wei

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 801, 8th Floor, Beautiful Group Tower, 74-77 Connaught Road Central, Central, Hong Kong

21 June 2017

To the Shareholders

Dear Sir or Madam,

DEBT CAPITALISATION BY WAY OF SUBSCRIPTION OF NEW SHARES AND CONVERTIBLE BONDS BY CREDITORS

INTRODUCTION

References are made to the Announcements dated 10 April 2017 and 8 June 2017 in relation to the Shares Subscription Agreements and the CB Subscription Agreement.

The purpose of this circular is to provide you with further details of the Shares Subscription Agreements and the CB Subscription Agreement and notice of the EGM.

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

THE SHARES SUBSCRIPTION AGREEMENTS

• (i) The First Subscription Agreement

Date: 10 April 2017 and 8 June 2017 Parties: The Company as the issuer The First Subscriber as the subscriber

The First Subscriber is an Independent Third Party. As at the Latest Practicable Date, the First Subscriber was interested in 13,020,000 Shares, representing approximately 0.06% of the issued Shares.

Pursuant to the First Subscription Agreement, the Company conditionally agreed to issue and allot, and the First Subscriber conditionally agreed to subscribe for 329,000,000 Subscription Shares at the Subscription Price of HK$0.02 per Subscription Share. The First Debt will be capitalised and the subscription monies payable by the First Subscriber for the 329,000,000 Subscription Shares shall be settled by way of set off against the amounts due by the Company to the First Subscriber of HK$6,580,007.90 to the extent of HK$6,580,000.00 and the balance of HK$7.90 shall be settled by the Company in cash.

Subscription Shares

The 329,000,000 Subscription Shares (with an aggregate nominal value of HK$1,316,000.00) represent approximately 1.63% of the existing issued share capital of the Company and approximately 1.60% of the issued share capital of the Company as enlarged by the 329,000,000 Subscription Shares to be issued by the Company pursuant to the First Subscription Agreement only.

– 6 –

LETTER FROM THE BOARD

(ii) The Second Subscription Agreement

Date: 10 April 2017 Parties: The Company as the issuer The Second Subscriber as the subscriber

The Second Subscriber is an Independent Third Party. As at the Latest Practicable Date, the Second Subscriber was not interested in any Shares.

Pursuant to the Second Subscription Agreement, the Company conditionally agreed to issue and allot, and the Second Subscriber conditionally agreed to subscribe for 1,750,000,000 Subscription Shares at the Subscription Price of HK$0.02 per Subscription Share. The Second Debt will be capitalised and the subscription monies payable by the Second Subscriber for the 1,750,000,000 Subscription Shares will be settled by way of set off against the Second Debt due to the Second Subscriber.

Subscription Shares

The 1,750,000,000 Subscription Shares (with an aggregate nominal value of HK$7,000,000.00) represent approximately 8.68% of the existing issued share capital of the Company and approximately 7.98% of the issued share capital of the Company as enlarged by the 1,750,000,000 Subscription Shares to be issued by the Company pursuant to the Second Subscription Agreement only.

– 7 –

LETTER FROM THE BOARD

(iii) The Third Subscription Agreement

Date: 8 June 2017 Parties: The Company as the issuer

The Third Subscriber as the subscriber

The Third Subscriber together with its ultimate beneficial owner are Independent Third Parties. As at the Latest Practicable Date, the Third Subscriber together with its ultimate beneficial owner, were not interested in any Shares.

Pursuant to the Third Subscription Agreement, the Company has conditionally agreed to issue and allot, and the Third Subscriber has conditionally agreed to subscribe for 200,000,000 Subscription Shares at the Subscription Price of HK$0.02 per Subscription Share. The subscription monies payable by the Third Subscriber for the 200,000,000 Subscription Shares will be settled by way of set off against the Additional Debt due by the Company to the Third Subscriber.

Subscription Shares

The 200,000,000 Subscription Shares (with an aggregate nominal value of HK$800,000.00) represent approximately 0.99% of the existing issued share capital of the Company and approximately 0.98% of the issued share capital of the Company as enlarged by the 200,000,000 Subscription Shares to be issued by the Company pursuant to the Third Subscription Agreement only.

Subscription Price

The Subscription Price is HK$0.02 per new Share, which is equivalent to the subscription price per offer share in the Open Offer.

The Subscription Price represents:

• (a) a discount of approximately 4.76% to the closing price of HK$0.021 per Share as quoted on the Stock Exchange on 8 June 2017;

• (b) a discount of approximately 9.09% to the average closing price of approximately HK$0.022 per Share as quoted on the Stock Exchange for the last five trading days up and including 8 June 2017;

• (c) a discount of approximately 14.16% to the average closing price of approximately HK$0.0233 per Share as quoted on the Stock Exchange for the last ten trading days up and including 8 June 2017;

– 8 –

LETTER FROM THE BOARD

• (d) a premium of 5.26% to the closing price of HK$0.019 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (e) a premium of approximately 2.5 times over the audited consolidated net assets per Share of approximately HK$0.0057 as at 31 March 2016 (based on the Company’s audited consolidated net assets of approximately HK$115,237,183 as at 31 March 2016 and 20,172,732,406 Shares in issue as at the Latest Practicable Date); and

• (f) a premium of approximately 2.6 times over the unaudited consolidated net assets per Share of approximately HK$0.0083 as at 30 September 2016 (based on the Company’s unaudited consolidated net assets of approximately HK$111,042,000 as at 30 September 2016 and 20,172,732,406 Shares in issue as at the Latest Practicable Date).

The Subscription Price was determined after arm’s length negotiations between the Company and each of the Subscribers after taking into account of the financial position of the Company and the subscription price per offer share in the Open Offer. The net issue price per Subscription Share is approximately HK$0.0194.

Conditions of the Shares Subscription Agreements

Completion of each of the Shares Subscription Agreements is conditional upon:

• (a) the GEM Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares; and

• (b) the passing by the Shareholders at an extraordinary general meeting of the Company an ordinary resolution approving the Subscription Agreement(s) and the transactions contemplated hereunder.

None of the conditions of the Shares Subscription Agreement(s) are waivable by the Company or the Subscriber(s). If any of the conditions is not fulfilled on or before the Long Stop Date (or such other date as may be agreed between the Company and the respective Share Subscribers of the Shares Subscription Agreements), the Shares Subscription Agreement(s) will in fact cease and determine and none of the Company and the Subscriber(s) shall have any claim against the others for costs, damages, compensation or otherwise, save for any claim from antecedent breach of the terms under the Shares Subscription Agreements. None of the conditions are waivable by the parties of the Shares Subscription Agreements.

For the avoidance of doubt, completion of the First Subscription Agreement, the Second Subscription Agreement and the Third Subscription Agreement are not inter-conditional to each other.

As at the Latest Practicable Date, none of the conditions precedent was fulfilled.

– 9 –

LETTER FROM THE BOARD

Completion of the Shares Subscription Agreements

Completion of the Shares Subscription Agreements shall take place on any date within five (5) Business Days after the fulfilment of the aforesaid conditions, or at such other time and date as the Company and the relevant Subscriber may agree upon.

Ranking of the Subscription Shares

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the other Shares in issue including the rights to any dividends or distributions declared, made or paid at any time after the date of allotment.

There is no restriction on the subsequent sale of the Subscription Shares.

Specific Mandates for the Subscription Shares

The Subscription Shares shall be issued pursuant to specific mandates to be granted to the Directors which will be sought from the Shareholders in the EGM. The Company will apply to the Stock Exchange for the approval of the listing of and permission to deal in the Subscription Shares.

INDEPENDENCE OF EACH OF THE SUBSCRIBERS

For the avoidance of doubt, the First Subscriber, the Second Subscriber and the Third Subscriber are independent from each other.

THE CB SUBSCRIPTION AGREEMENT

Date: 10 April 2017 Parties: The Company as the issuer

The Third Subscriber as the subscriber under the CB Subscription Agreement

The Third Subscriber together with its ultimate beneficial owner are Independent Third Parties. As at the Latest Practicable Date, the Third Subscriber together with its ultimate beneficial owner, were not interested in any Shares.

Pursuant to the CB Subscription Agreement, the Company conditionally agreed to issue and the Third Subscriber conditionally agreed to subscribe for the Convertible Bonds in the principal amount of HK$30,095,357.00. The subscription monies payable by the Third Subscriber for the Convertible Bonds will be settled by way of set off against the Third Debt due to the Third Subscriber.

– 10 –

LETTER FROM THE BOARD

The terms of the Convertible Bonds have been negotiated on an arm’s length basis and the principal terms of which are summarised below:

Issuer: the Company

Principal amount: HK$30,095,357.00

Maturity date:

The date falling five years from the date of issue of the Convertible Bonds. Unless previously redeemed, converted or cancelled as provided in the agreement pursuant to which the Convertible Bonds are to be issued, the Company shall redeem the outstanding principal amount of the Convertible Bonds on the maturity date.

Interest Rate:

The Convertible Bonds will carry interest at a rate of 4% per annum, payable in arrears quarterly on 31 March, 30 June, 30 September and 31 December in each year.

Transferability:

None of the Convertible Bonds shall be transferable to any of the connected person of the Company. Subject to all applicable laws and regulations, the Convertible Bonds may be transferable to any other person.

Conversion rights:

Holders of the Convertible Bonds will have the right to convert the Convertible Bonds, on whole or in part (in multiples of HK$150,000), of the principal amount of the Convertible Bonds into the Conversion Shares at the Conversion Price for the period commencing from the date of the issue of the Convertible Bonds up to the close of business on the day falling 14 days prior to the above-mentioned maturity date, such that:

• (i) the conversion right shall only be exercisable so long as the aggregate shareholdings of the holders of the Convertible Bonds, their associates (as defined in the GEM Listing Rules) and parties acting in concert (as defined in the Codes on Takeovers and Mergers of the Securities and Futures Commission) with them, immediately after such exercise will not exceed 29.99% of the then issued share capital of the Company; and

• (ii) the conversion rights shall only be exercised so long as the public float of at least 25% of the issued share capital of the Company can be maintained.

– 11 –

LETTER FROM THE BOARD

• Conversion Price and adjustment:

HK$0.02 per Conversion Share, which is subject to adjustment for dilutive events, including:

• (a) an issue of Shares or convertible securities at a price which is less than the Conversion Price;

• (b) subdivision, consolidation or reclassification of Shares;

• (c) capital distribution to Shareholders;

• (d) an issue of Shares by way of rights, or issue or grant to all or substantially all Shareholders to subscribe for or purchase any Shares at a price less than 90% of the then current market price per Share on the last trading day preceding the date of the announcement of the terms of such issue or grant;

• (e) issue of any securities (other than Shares or options and any securities convertible or exchangeable into the Shares, warrants or other rights to subscribe or purchase Shares) to all or substantially all Shareholders;

• (f) an issue of any Shares or issue or grant of options, warrants or other rights to subscribe or purchase Shares or securities convertible or exchangeable into Shares at a price less than 90% of the then current market price per Share on the last trading day preceding the date of the announcement of the terms of such issue or grant; and

• (g) the Company or (at the direction or request of or pursuant to any arrangements with the Company) any other person or entity shall issue any securities which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares at a price less than 90% of the then current market price per Shares on the last trading day preceding the date of the announcement of the terms of such issue or grant.

The Company will issue an announcement when there is any adjustment to the Conversion Price in the event of any of the above dilutive events.

– 12 –

LETTER FROM THE BOARD

Ranking of the Convertible Bonds:

The Convertible Bonds constitute a direct, unconditional, unsubordinated and unsecured obligation of the Company, ranking pari passu and rateably without preference among themselves, and with other direct, unconditional, unsubordinated and unsecured obligations of the Company.

Ranking of the Conversion Shares:

The Conversion Shares, when allotted and issued, will be duly authorised and will be validly issued, credited as fully-paid and unencumbered and free and clear of any security interests, claims (including pre-emptive rights), liens or encumbrances and will be freely transferable and shall rank pari passu in all respects with all other Shares then in issue.

Voting: The Convertible Bonds do not confer any voting rights at any meetings of the Company.

Conversion Shares

The Conversion Shares will, upon exercise (if so exercised) of the conversion rights attached to the Convertible Bonds, be allotted and issued pursuant to a specific mandate which is proposed to be granted by the Shareholders to the Directors at the EGM to be convened.

As at the Latest Practicable Date, there were 20,172,732,406 Shares in issue. Assuming the conversion rights attached to the Convertible Bonds are exercised in full at the initial Conversion Price of HK$0.02 per Conversion Share, a total of 1,504,767,850 Conversion Shares (with an aggregate nominal value of HK$6,019,071.40) will fall to be issued, credited as fully paid, to the Bondholder, representing approximately 7.46% of the issued share capital of the Company as at the Latest Practicable Date and approximately 6.94% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares only.

No application will be made by the Company for the listing of the Convertible Bonds. Application will be made by the Company to the GEM Listing Committee for the listing of, and permission to deal in, the Conversion Shares.

– 13 –

LETTER FROM THE BOARD

Conversion Price

The initial Conversion Price is HK$0.02 per Conversion Share, which is equivalent to the subscription price per offer share in the Open Offer as well as the Subscription Price per Subscription Share in the Shares Subscription Agreements.

The Conversion Price represents:

• (a) a premium of 5.26% to the closing price of HK$0.019 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (b) a premium of approximately 2.5 times over the audited consolidated net assets per Share of approximately HK$0.0057 as at 31 March 2016 (based on the Company’s audited consolidated net assets of approximately HK$115,237,183 as at 31 March 2016 and 20,172,732,406 Shares in issue as at the Latest Practicable Date); and

• (c) a premium of approximately 2.6 times over the unaudited consolidated net assets per Share of approximately HK$0.0083 as at 30 September 2016 (based on the Company’s unaudited consolidated net assets of approximately HK$111,042,000 as at 30 September 2016 and 20,172,732,406 Shares in issue as at the Latest Practicable Date).

The Conversion Price was determined after arm’s length negotiations between the Company and the Third Subscriber after taking into account of the financial position of the Company and the subscription price per offer share in the Open Offer.

Conditions of the CB Subscription Agreement

Completion of the CB Subscription Agreement is conditional upon:

• (a) the GEM Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Conversion Shares; and

• (b) the passing by the Shareholders at an extraordinary general meeting an ordinary resolution of the Company approving the CB Subscription Agreement and the transactions contemplated hereunder.

– 14 –

LETTER FROM THE BOARD

None of the conditions of the CB Subscription Agreement are waivable by the Company or the Third Subscriber. If any of the conditions is not fulfilled on or before the Long Stop Date (or such other date as may be agreed between the parties of the CB Subscription Agreement), the CB Subscription Agreement will in fact cease and determine and none of the Company and the Third Subscriber shall have any claim against the others for costs, damages, compensation or otherwise, save for any claim from antecedent breach of the terms under the CB Subscription Agreement.

For the avoidance of doubt, completion of the Shares Subscription Agreements and the CB Subscription Agreement are not inter-conditional to each other.

As at the Latest Practicable Date, none of the conditions precedent was fulfilled.

Completion of the CB Subscription Agreement

Completion of the CB Subscription Agreement shall take place on any date within five (5) Business Days after the fulfilment of the aforesaid conditions, or at such other time and date as the Company and the Third Subscriber may agree upon.

Ranking of Conversion Shares

The Conversion Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the other Shares in issue including the rights to any dividends or distributions declared, made or paid at any time after the date of allotment.

There is no restriction on the subsequent sale of the Conversion Shares.

Specific Mandate for the Conversion Shares

The Conversion Shares shall be issued pursuant to a specific mandate to be granted to the Directors which will be sought from the Shareholders in the EGM. The Company will apply to the Stock Exchange for the approval of the listing of and permission to deal in the Conversion Shares.

REASONS FOR AND BENEFITS OF THE SHARES SUBSCRIPTIONS AND THE CB SUBSCRIPTION

The principal activity of the Company is investment holding. Its subsidiaries are principally engaged in gold exploration, mining and mineral processing with gold concentrate as its product.

– 15 –

LETTER FROM THE BOARD

As stated in the announcement of the Company dated 19 December 2016, the Resumption Proposal as approved by the Listing Appeals Committee of the Stock Exchange involves, among others, the Open Offer, the Debt Capitalisation, debt settlement and release of all outstanding financial results. The signing of the Shares Subscription Agreements and the CB Subscription Agreement by the Company with creditors is an important step of the Company in furtherance and for implementation of the Resumption Proposal. The Board expects that the financial position of the Company will be improved upon completion of the Shares Subscription Agreements and the CB Subscription Agreement. The Board considers that the terms and conditions of the Shares Subscription Agreements and the CB Subscription Agreement (together with the respective Subscription Price and Conversion Price) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITY DURING THE PAST 12 MONTHS FROM THE LATEST PRACTICABLE DATE

The Company has conducted the following fund raising activity in the past 12 months immediately preceding the date of the Announcement:

Date of
announcement	Event	Net proceeds	Intended use of proceeds		Actual use of net proceeds
24 February 2017	Open Offer	Approximately	(i)	as to approximately HK$88	(i)	approximately HK$61.4
		HK$131 million		million for repayment of the		million has been used to
				Company’s debts; and		settle the indebtedness of the
						Company;
			(ii)	as to approximately HK$43
				million as general working	(ii)	approximately HK$8.3
				capital of the Group.		million has been used as
						working capital of the
						Group; and
					(iii)	approximately HK$61.3
						million has not been used.

– 16 –

LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE OF THE COMPANY BEFORE AND AFTER THE DEBT CAPITALISATION

Based on the information available to the Company, the shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the Subscription Agreements as well as conversion of the Convertible Bonds at the initial Conversion Price in full are as follows:

Mr. Ma Qianzhou and his spouse (Note 1) Yong Li Investments Limited (Note 2) First Subscriber Second Subscriber Third Subscriber Other public Shareholders	As at the Latest Practicable Date No. of Shares Approximate % 3,348,585,361 16.60 1,603,400,000 7.95 13,020,000 0.06 – – – – 15,207,727,045 75.39 20,172,732,406 100.00	As at the Latest Practicable Date No. of Shares Approximate % 3,348,585,361 16.60 1,603,400,000 7.95 13,020,000 0.06 – – – – 15,207,727,045 75.39 20,172,732,406 100.00	Upon completion of the Shares Subscriptions No. of Shares Approximate % 3,348,585,361 14.91 1,603,400,000 7.14 342,020,000 1.52 1,750,000,000 7.79 200,000,000 0.89 15,207,727,045 67.75 22,451,732,406 100.00	Upon completion of the Shares Subscriptions No. of Shares Approximate % 3,348,585,361 14.91 1,603,400,000 7.14 342,020,000 1.52 1,750,000,000 7.79 200,000,000 0.89 15,207,727,045 67.75 22,451,732,406 100.00	Upon completion of the Shares Subscriptions and full conversion of the Convertible Bonds No. of Shares Approximate % 3,348,585,361 13.98 1,603,400,000 6.69 342,020,000 1.43 1,750,000,000 7.30 1,704,767,850 7.12 15,207,727,045 63.48 23,956,500,256 100.00%	Upon completion of the Shares Subscriptions and full conversion of the Convertible Bonds No. of Shares Approximate % 3,348,585,361 13.98 1,603,400,000 6.69 342,020,000 1.43 1,750,000,000 7.30 1,704,767,850 7.12 15,207,727,045 63.48 23,956,500,256 100.00%
	20,172,732,406	100.00	22,451,732,406	100.00	23,956,500,256	100.00%

Notes:

1. Out of the 3,348,585,361 Shares, 3,314,822,161 Shares were owned by Mr. Ma Qianzhou whereas the remaining 33,763,200 Shares were owned by his spouse.

2. These Shares were held by Yong Li Investments Limited, a company wholly and beneficially owned by Mr. Lee Shing.

3. Assuming no further Shares to be issued by the Company from the Latest Practicable Date.

– 17 –

LETTER FROM THE BOARD

EGM

The EGM will be held to consider and, if thought fit, pass the resolutions to approve, among other things: (i) the First Subscription Agreement and the transactions contemplated thereunder; (ii) the Second Subscription Agreement and the transactions contemplated thereunder; (iii) the Third Subscription Agreement and the transactions contemplated thereunder; and (iv) the CB Subscription Agreement and the transactions contemplated thereunder; and (v) the grant of the specific mandate in respect of each of the First Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement and the CB Subscription Agreement.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, the vote of the Shareholders at the EGM will be taken by way of poll and the Company will announce the results of the poll in the manner as prescribed under Rule 17.47(5) of the GEM Listing Rules.

As at the Latest Practicable Date, the First Subscriber was interested in 13,020,000 Shares and thus he would abstain from voting in respect of the resolution relating to the First Subscription Agreement. To the best of the knowledge, information and belief of the Directors, save for the First Subscriber, no other Shareholder will be required to abstain from voting on the resolutions to be proposed at the EGM.

A notice convening the EGM to be held on Monday, 10 July 2017 is set out on pages 21 to 24 of this circular and a form of proxy for use at the EGM is herein enclosed.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not later than 48 hours before the time for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the EGM or any adjournment thereof if they so wish.

– 18 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the resolutions as proposed in this circular are in the best interests of the Company and Shareholders and accordingly recommend the Shareholders to vote in favour of such resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board Grand T G Gold Holdings Limited Li Dahong

Chairman

– 19 –

NOTICE OF EGM

==> picture [72 x 58] intentionally omitted <==

GRAND T G GOLD HOLDINGS LIMITED 大唐潼金控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8299)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Grand T G Gold Holdings Limited (the ‘‘Company’’) will be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Monday, 10 July 2017 to consider and, if thought fit, to pass with or without amendments the following resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) the conditional agreement dated 10 April 2017 as amended by a supplemental agreement dated 8 June 2017 (the ‘‘First Subscription Agreement’’) entered into by the Company as the issuer and Mr. Lee Wing Leung (the ‘‘First Subscriber’’) as the subscriber relating to the subscription of an aggregate of 329,000,000 new shares of HK$0.004 each (‘‘Share(s)’’) in the capital of the Company at a price of HK$0.02 per Share, which subscription monies will be satisfied by way of capitalising the debts due by the Company to the First Subscriber to the extent of HK$6,580,000.00, a copy of which has been produced to this meeting, marked ‘‘A’’ and signed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

3. (b) the directors of the Company (the ‘‘Director(s)’’) be and are hereby authorised to allot and issue 329,000,000 new Shares to the First Subscriber pursuant to the First Subscription Agreement (the ‘‘First Specific Mandate’’). The First Specific Mandate is in addition to, and shall not prejudice nor revoke any general mandate granted to the Directors by the shareholders of the Company or such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution, if any; and

4. (c) any one or more Directors be and is/are hereby authorised to take such action, do such things and execute such further documents or deeds as such Director(s) may, in his/her/their opinion, deem necessary or desirable for the purpose of implementing the First Subscription Agreement and any transaction contemplated thereunder.’’

5. For identification purpose only

– 20 –

NOTICE OF EGM

1. ‘‘THAT:

2. (a) the conditional agreement dated 10 April 2017 (the ‘‘Second Subscription Agreement’’) entered into between the Company as the issuer and Mr. Zhou Yong (the ‘‘Second Subscriber’’) as the subscriber relating to the subscription of an aggregate of 1,750,000,000 new Shares at a price of HK$0.02 per Share, which subscription monies will be satisfied by way of capitalising the debts due by the Company to the Second Subscriber to the extent of HK$35,000,000.00, a copy of which has been produced to this meeting, marked ‘‘B’’ and signed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

3. (b) the Directors be and are hereby authorised to allot and issue 1,750,000,000 new Shares to the Second Subscriber or his designated parties pursuant to the Second Subscription Agreement (the ‘‘Second Specific Mandate’’). The Second Specific Mandate is in addition to, and shall not prejudice nor revoke any general mandate granted to the Directors by the shareholders of the Company or such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution, if any; and

4. (c) any one or more Directors be and is/are hereby authorised to take such action, do such things and execute such further documents or deeds as such Director(s) may, in his/her/their opinion, deem necessary or desirable for the purpose of implementing the Second Subscription Agreement and any transaction contemplated thereunder.’’

5. ‘‘THAT:

6. (a) the conditional agreement dated 8 June 2017 (the ‘‘Third Subscription Agreement’’) entered into between the Company as the issuer and J. Thomson Asset Investment Limited (the ‘‘Third Subscriber’’) as the subscriber relating to the subscription of an aggregate of 200,000,000 new Shares at a price of HK$0.02 per Share, which subscription monies will be satisfied by way of capitalising the debts due by the Company to the Third Subscriber of HK$4,000,000.00, a copy of which has been produced to this meeting, marked ‘‘C’’ and signed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

– 21 –

NOTICE OF EGM

• (b) the Directors be and are hereby authorised to allot and issue 200,000,000 new Shares to the Third Subscriber or its designated parties pursuant to the Third Subscription Agreement (the ‘‘Third Specific Mandate’’). The Third Specific Mandate is in addition to, and shall not prejudice nor revoke any general mandate granted to the Directors by the shareholders of the Company or such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution, if any; and

• (c) any one or more Directors be and is/are hereby authorised to take such action, do such things and execute such further documents or deeds as such Director(s) may, in his/her/their opinion, deem necessary or desirable for the purpose of implementing the Third Subscription Agreement and any transaction contemplated thereunder.’’

• ‘‘THAT:

• (a) the subscription agreement dated 10 April 2017 (‘‘CB Subscription Agreement’’) entered into between the Company and Third Subscriber in relation to the issue of the unlisted convertible bonds in an aggregate principal amount of HK$30,095,357.00 (the ‘‘Convertible Bonds’’) by the Company to the Third Subscriber, which consideration will be satisfied by way of capitalising and set off against the debts due by the Company to the Third Subscriber to the extent of HK$30,095,357.00, a copy of which has been produced to this meeting, marked ‘‘D’’ and signed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the Directors be and are hereby granted a specific mandate to exercise powers of the Company to issue and allot such number of shares of the Company as may be required to be issued and allotted upon exercise of the conversion rights attached to the Convertible Bonds at the conversion price of the Convertible Bonds (subject to adjustments in accordance with the terms of the Convertible Bonds) (including, for the avoidance of doubt, such additional number of shares of the Company that may be required to be issued and allotted upon the exercise of the conversion rights attached to the Convertible Bonds following adjustments to the conversion price of the Convertible Bonds) (the ‘‘CB Specific Mandate’’). The CB Specific Mandate is in addition to, and shall not prejudice nor revoke any general mandate granted to the Directors by the shareholders of the Company or such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution, if any; and

– 22 –

NOTICE OF EGM

• (c) any one or more Directors be and is/are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as he/she/they may in his/her/their discretion consider necessary, desirable or expedient in connection with (1) the implementation of the CB Subscription Agreement; (2) the performance of the rights and/or obligations under the CB Subscription Agreement and in accordance with the terms of the Convertible Bonds; (3) the issue and allotment of the Shares upon exercise of the conversion rights attached to the Convertible Bonds at the conversion price of the Convertible Bonds (subject to adjustments in accordance with the terms of the Convertible Bonds); and (4) any transaction contemplated thereunder.’’

By Order of the Board Grand T G Gold Holdings Limited Li Dahong Chairman

Hong Kong, 21 June 2017

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business: Unit 801, 8th Floor, Beautiful Group Tower, 74-77 Connaught Road Central, Central, Hong Kong

– 23 –