Shanghai Able Digital Science&Tech Co., Ltd. — Share Issue/Capital Change 2013

Nov 6, 2013

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.

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GRANT OF SHARE OPTIONS

Grant of Share Options

On 6 November 2013, the Board (with Mr. Kwok abstaining) resolved that the Company grant to Mr. Kwok share options to, subject to acceptance by Mr. Kwok and satisfaction of the conditions described below, subscribe for 400,000,000 Shares at an exercise price of HK$1.77 per Share.

As Mr. Kwok is a Director, the grant of the Share Options was also approved by the independent non-executive Directors on 6 November 2013.

Conditions

The grant of the Share Options is conditional upon the following:

• (a) the approval of Shareholders at the Special General Meeting as required by the Note to rule 17.03(4) of the Listing Rules and Note (1) to rule 17.03(3) of the Listing Rules respectively and the rules of the Share Option Scheme as the number of Shares issuable to Mr. Kwok upon the exercise of the Share Options:

• (i) exceeds 1% of all Shares in issue as at the Date of Grant; and

• (ii) together with all Shares issued or issuable under all share options already granted under the Share Option Scheme, exceeds the Scheme Mandate Limit; and

• (b) the re-election of Mr. Kwok as a Director at the Prior Special General Meeting.

Special General Meeting

The Special General Meeting will be convened for the purpose of allowing Shareholders to consider and, if thought fit, approve the grant of the Share Options.

Circular

A circular containing information relating to the grant of the Share Options and notice of the Special General Meeting is expected to be despatched to Shareholders on or before 21 November 2013.

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GRANT OF SHARE OPTIONS

On 6 November 2013, the Board (with Mr. Kwok abstaining) resolved that the Company grant to Mr. Kwok share options to, subject to acceptance by Mr. Kwok and satisfaction of the conditions described below, subscribe for 400,000,000 Shares at an exercise price of HK$1.77 per Share.

As Mr. Kwok is a Director, the grant of the Share Options was also approved by the independent non-executive Directors on 6 November 2013.

Conditions

The grant of the Share Options is conditional upon the following:

• (a) the approval of Shareholders at the Special General Meeting as required by the Note to rule 17.03(4) of the Listing Rules and Note (1) to rule 17.03(3) of the Listing Rules respectively and the rules of the Share Option Scheme as the number of Shares issuable to Mr. Kwok upon the exercise of the Share Options:

• (i) exceeds 1% of all Shares in issue as at the Date of Grant; and

• (ii) together with all Shares issued or issuable under all share options already granted under the Share Option Scheme, exceeds the Scheme Mandate Limit; and

• (b) the re-election of Mr. Kwok as a Director at the Prior Special General Meeting.

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTIONS

A summary of the principal terms of the Share Options is set out below:

• Date of Grant : 6 November 2013 Number of Shares issuable upon : 400,000,000 Shares, representing 5.08% of all Shares exercise of the Share Options in issue as at the date of this announcement

• Exercise price per Share upon : HK$1.77 per Share, which exceeds the higher of exercise of the Share Options (i) HK$1.09, the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the Date of Grant; (ii) HK$1.08, the average closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange for the five business days immediately preceding the Date of Grant; and (iii) HK$0.05, the nominal value per Share

Validity period of the Share Options : 5 years from the Date of Grant

Vesting period of the Share Options

• : (i) 50% of the Share Options shall vest and be exercisable with effect from the first anniversary of the Date of Grant; and

• (ii) the remaining 50% of the Share Options shall vest and be exercisable with effect from the second anniversary of the Date of Grant.

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SPECIAL GENERAL MEETING

The Special General Meeting will be convened for the purpose of allowing Shareholders to consider and, if thought fit, approve the grant of the Share Options.

As Mr. Kwok has a material interest in the grant of the Share Options, Mr. Kwok and his associates, to the extent they hold any Shares, are required to abstain from voting in respect of the resolution to approve the grant of the Share Options at the Special General Meeting. As at the date of this announcement, save for Mr. Kwok’s interest in the Share Options, Mr. Kwok and his associates do not have a notifiable interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

CIRCULAR

A circular containing information relating to the grant of the Share Options and notice of the Special General Meeting is expected to be despatched to Shareholders on or before 21 November 2013.

DEFINITIONS

Unless otherwise stated, the following terms shall have the following meanings in this announcement:

“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company (as amended from time to time)
“Company”	CITIC Resources Holdings Limited, a company incorporated
	in Bermuda with limited liability and whose shares are listed
	on the Main Board of the Stock Exchange
“Date of Grant”	6 November 2013, being the date on which the Share Options
	were conditionally granted by the Board
“Director(s)”	the director(s) of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange (as amended from time to time)
“Mr. Kwok”	Mr. Kwok Peter Viem
“Prior Special General Meeting”	the special general meeting of the Company to be held at
	Aspiration Meeting Room, Regus Business Centre, 35/F,
	Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on
	Friday, 6 December 2013 at 3:00 p.m. and at which Mr. Kwok
	is required to retire, and will seek re-election, as a Director
	pursuant to Bye-law 86(2)
“Scheme Mandate Limit”	431,688,438 Shares, being the maximum number of Shares
	that can be issued in respect of share options granted under
	the Share Option Scheme

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“Share Option Scheme” the share option scheme adopted by the Company on 30 June 2004 “Share Options” the share options conditionally granted to Mr. Kwok under the Share Option Scheme to subscribe for up to 400,000,000 Shares, the principal terms of which are set out in the paragraph headed “Summary of the Principal Terms of the Share Options” in this announcement “Shareholders” holders of Shares “Shares” ordinary shares of HK$0.05 each in the share capital of the Company “Special General Meeting” the special general meeting of Shareholders to be convened for the purpose of allowing Shareholders to consider and, if thought fit, approve the grant of the Share Options “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

By Order of the Board CITIC Resources Holdings Limited Zeng Chen Vice Chairman and Chief Executive Officer

Hong Kong, 6 November 2013

As at the date hereof, the executive directors of the Company are Mr. Kwok Peter Viem; Mr. Zeng Chen; Mr. Guo Tinghu and Ms. Li So Mui, the non-executive directors are Mr. Qiu Yiyong; Mr. Tian Yuchuan and Mr. Wong Kim Yin, and the independent non-executive directors are Mr. Fan Ren Da, Anthony; Mr. Gao Pei Ji, Mr. Hu Weiping and Mr. Ngai Man.

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