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reliance upon the whole or any part of the contents of this announcement.
金 威 資 源 控 股 有 限 公 司*
(Incorporated in Bermuda with limited liability)
(Stock Code : 00109)
POST-COMPLETION ADJUSTMENT TO THE CONSIDERATION
IN RELATION TO THE VERY SUBSTANTIAL DISPOSAL AND
THE VERY SUBSTANTIAL ACQUISITION
The Board wishes to announce that the Completion Accounts were issued by BDO Limited, Certified Public
Accountants, on 28 June 2012, pursuant to which the Completion NAV was less than the Guaranteed Amount by
approximately HK$238.3 million, thereby resulting in the Shortfall of approximately HK$71.5 million. The
Consideration will be adjusted downward by the Shortfall by way of offsetting against the Convertible Note on a
dollar-for-dollar basis. Taking into account the post-completion adjustment, the final consideration is
HK$870,502,778. Pursuant to and in accordance with the Agreement, China Grand will pay HK$138,502,778 to
the Company by way of issue of the Convertible Note on the 10th Business Day after the date on which the
Completion Accounts are issued.
Reference is made to the announcements of Good Fellow Resources Holdings Limited (the “Company”) dated 30
September 2011 and 16 February 2012 and circular of the Company dated 10 January 2012 (the “Circular”) in
respect of, among others, very substantial disposal and very substantial acquisition. Capitalised terms used herein
shall have the same meanings as those defined in the Circular, unless the context otherwise requires.
POST COMPLETION ADJUSTMENT TO THE CONSIDERATION
As announced on 16 February 2012, the Completion took place on 15 February 2012.
Pursuant to the Agreement and as disclosed in the Circular, in the event that the Completion NAV is less than the
Guaranteed Amount of HK$3,140 million, the Consideration of HK$942 million will be adjusted downward by the
Shortfall, being 30% of the shortfall between the Guaranteed Amount and the Completion NAV, such that Shortfall
payable by the Company will be offset against the Convertible Note of HK$210 million on a dollar-for-dollar basis.
The Completion Accounts were issued by BDO Limited, Certified Public Accountants, on 28 June 2012, pursuant to
which the Completion NAV was less than the Guaranteed Amount by approximately HK$238.3 million, thereby
resulting in the Shortfall of approximately HK$71.5 million. The Consideration will be adjusted downward by the
Shortfall by way of offsetting against the Convertible Note on a dollar-for-dollar basis. Taking into account the
post-completion adjustment, the final consideration is HK$870,502,778. Pursuant to and in accordance with the
Agreement, China Grand will pay HK$138,502,778 to the Company by way of issue of the Convertible Note on the
10th Business Day after the date on which the Completion Accounts are issued.
Assuming there will be no further issue or repurchase of China Grand Shares, upon the exercise in full of the
conversion rights attaching to the Convertible Note at the Conversion Price, China Grand will allot and issue an
aggregate of 46,167,592 Conversion Shares representing (i) approximately 6.72% of the issued share capital of
China Grand as at the date of this announcement; (ii) approximately 5.05% of the issued share capital of China
Grand as enlarged by the allotment and issue of the Conversion Shares upon full exercise of the conversion rights
attached to the Convertible Preference Shares and the Convertible Notes; and (iii) approximately 3.72% of the
issued share capital of China Grand as enlarged by allotment and issue of the Conversion Shares upon full exercise
of the conversion rights attached to the Convertible Preference Shares and the Convertible Notes and the allotment
and issue of all of the conversion shares arising from the Acquisition.
By order of the Board
Good Fellow Resources Holdings Limited
Ng Leung Ho
Chairman
Hong Kong, 29 June 2012
List of all the Directors as of the date of this announcement:
Executive Directors:
Independent Non-Executive Directors:
Mr. Ng Leung Ho (Chairman)
Mr. Chau On Ta Yuen
Mr. Lo Wan Sing, Vincent (Vice-Chairman and
Managing Director)
Mr. Law Wai Fai
Ms. Xu Lei
*For identification purpose only