09:58     ORIENT RES GP<00467> - Announcement (1)                             

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents 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.                   
                                                                              
    ORIENT RESOURCES GROUP COMPANY LIMITED                                    
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 467)                                                         
                                                                              
    ANNOUNCEMENT                                                              
                                                                              
    PROPOSED CHANGE OF DOMICILE,                                              
    CAPITAL REORGANISATION AND CHANGE OF BOARD LOT SIZE                       
                                                                              
    The Directors propose to (a) change the domicile of the Company from the  
    Cayman Islands to Bermuda by way of de-registration in the Cayman         
    Islands and continuation as an exempted company under the laws of         
    Bermuda; (b) consolidate 10 Shares of HK$0.10 each into 1 Consolidated    
    Share of HK$1.00 each; (c) reduce the nominal value of each issued        
    Consolidated Share from HK$1.00 to HK$0.01; (d) sub-divide each           
    authorized but unissued Consolidated Share into 100 New Shares; and (e)   
    change the board lot for trading on the Stock Exchange from 2,000 Shares  
    to 2,000 New Shares after implementation of the Capital Reorganisation.   
                                                                              
    The Change of Domicile will not affect the continuity of the Company and  
    the listing status of the Company. If the conditions of the Change of     
    Domicile and the Capital Reorganisation are not fulfilled, they will not  
    proceed. Shareholders and potential investors should therefore exercise   
    caution when dealing in the Shares, and if they are in any doubt about    
    their position, they should consult their professional advisers.          
                                                                              
    CHANGE OF DOMICILE AND CAPITAL REORGANISATION                             
    The Directors propose the Change of Domicile from the Cayman Islands to   
    Bermuda and, upon its becoming effective, to reorganise the capital of    
    the Company in the following manner:-                                     
                                                                              
    (a)        10 Shares with nominal value of HK$0.10 each in the            
    authorized and issued share capital of the Company will be consolidated   
    into 1 Consolidated Share with nominal value of HK$1.00 each;             
                                                                              
    (b)        the nominal value of each issued Consolidated Share of         
    HK$1.00 each will be reduced by HK$0.99 to HK$0.01 so that the issued     
    share capital of HK$95,985,375 will be reduced by HK$95,025,521.25 to     
    HK$959,853.75;                                                            
                                                                              
    (c)        each authorized but unissued Consolidated Share be subdivided  
    into 100 New Shares of HK$0.01; and                                       
                                                                              
    (d)        the credit of HK$95,025,521.25 arising from the Capital        
    Reduction will be transferred to the contributed surplus account of the   
    Company where it may be utilized in accordance with the bye-laws of the   
    Company and all applicable laws.                                          
                                                                              
    As at the date of this announcement, the Company has an authorised share  
    capital of HK$160,000,000 divided into 1,600,000,000 Shares of HK$0.10    
    each, 959,853,750 of which have been issued. There are no outstanding     
    options, warrants, securities or other rights convertible or              
    exchangeable into Shares. Upon the Capital Reorganisation becoming        
    effective, the Company will have an issued share capital of               
    HK$959,853.75 divided into 95,985,375 New Shares of HK$0.01 each and an   
    authorised but unissued share capital of HK$64,014,625 divided into       
    6,401,462,500 New Shares of HK$0.01 each.                                 
                                                                              
    It is proposed that a new memorandum of continuance and bye-laws will be  
    adopted to replace the existing memorandum and articles of association    
    of the Company in order to comply with Bermuda company law.               
                                                                              
    Conditions of the Change of Domicile                                      
    The Change of Domicile is conditional upon:                               
                                                                              
    (a)        the passing of the necessary special resolution(s) by the      
    Shareholders at the EGM of the Company to approve the Change of Domicile  
    (including without limitation the adoption of the new memorandum of       
    continuance and bye-laws); and                                            
                                                                              
    (b)        compliance with the relevant general procedures and            
    requirements under the Cayman Islands laws, Bermuda laws and the Listing  
    Rules.                                                                    
                                                                              
    Conditions of the Capital Reorganisation                                  
    The Capital Reorganisation is conditional on:-                            
                                                                              
    (a)        the passing of the necessary special resolution by the         
    Shareholders at the EGM of the Company;