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. PNG Resources Holdings Limited PNG資源控股有限公司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 221) DISCLOSEABLE TRANSACTION POSSIBLE DEVELOPMENT PROJECT IN KAIFENG CITY The Board announces that the PRC Subsidiary and the Kaifeng Yuwangtai Government entered into the Agreement on 24 October 2014 in relation to the development of the Project. The transactions contemplated under the Agreement constitute a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules and is therefore subject to the requirements of reporting and announcement. INTRODUCTION The Board announces that the PRC Subsidiary and the Kaifeng Yuwangtai Government entered into the Agreement on 24 October 2014 in which, both parties outlined the intention to develop the Project. THE AGREEMENT Date: 24 October 2014 Parties: (i) the PRC Subsidiary, an indirect wholly-owned subsidiary of the Company established in the PRC; and (ii) the Kaifeng Yuwangtai Government, being the local government of Yuwangtai District, Kaifeng City, Henan Province, the PRC To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Kaifeng Yuwangtai Government and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected person(s) (as defined in the Listing Rules). — 1 — Scope of the Project: The Project involves the development and construction of a commercial and residential complex in Kaifeng City, Henan Province, the PRC. Obligations of The PRC Subsidiary agrees to make the first interest-free prepayment of RMB50 million the parties: to the Kaifeng Yuwangtai Government within 14 days from the date of the Agreement and the second interest-free prepayment of RMB10 million to the Kaifeng Yuwangtai Government within three to six months from the date of the Agreement. The Kaifeng Yuwangtai Government agrees to apply the prepayments only for the purpose of land expropriations for the Project and shall ensure the availability of lands for the Project of approximately 600 mu to be listed for tender purpose. The prepayments will be advanced by the PRC Subsidiary conditional upon the commencement and/or completion of expropriation of the lands nearby Jichang Dong Lu, Kaifeng City, Henan Province and all other necessary works rendering the land(s) for tender as contemplated under the Project will be completed as soon as practicable. The prepayments will be used to set off the land premium to be paid by the PRC Subsidiary for the Project or be repaid within 24 months from the date of the Agreement. The Kaifeng Yuwangtai Government has further agreed that it shall ensure the land of approximately 200 mu will be listed for tender and transferred within 12 months from the date of the Agreement (the “1st Tender Land”). The parties will further agree on the time schedule of the listing of the remaining land for tender. If the PRC Subsidiary obtains the land use rights of the land(s) for the Project, all the prepayments will be used to set off the required land premium and the Kaifeng Yuwangtai Government will, subject to the applicable rules and regulation, return the land premium which is above RMB600,000/mu (net of the government fees) to the PRC Subsidiary, as the cost of land acquisition by the PRC Subsidiary should not be higher than RMB600,000/mu as agreed in the Agreement. If the PRC Subsidiary fails to obtain the land use rights of the 1st Tender Land for the Project, all the prepayments will be refunded to the PRC Subsidiary within four months from the tender date of the 1st Tender Land. The Kaifeng Yuwangtai Government also agrees, subject to the applicable rules and regulations, to return the PRC Subsidiary (i) the land premium representing the difference between RMB600,000/mu and RMB690,000/mu (net of the government fees); and (ii) 50% of the land premium which is RMB690,000 or above/mu (net of the government fees), if any, as a compensation of the prepayments made by the PRC Subsidiary. A default interest at the rate of 12% per annum on the outstanding prepayment amounts will be charged if the Kaifeng Yuwangtai Government defaults in repayment as scheduled above. — 2 — If the land use rights of the 1st Tender Land are not being transferred by way of tender within 12 months from the date of the Agreement, an interest at the rate of 12% per annum will be charged on the prepayments accruing from the date falling 12 months from the date of the Agreement. If the land use rights of the 1st Tender Land are not being transferred by way of tender within 24 months from the date of the Agreement, the Kaifeng Yuwangtai Government shall return all the prepayments together with the said accrued interests to the PRC Subsidiary. REASONS FOR AND BENEFITS OF THE ENTERING INTO THE AGREEMENT The Group is principally engaged in property development in the PRC and retailing of fresh pork and related produce in Hong Kong. The prepayments to be advanced to the Kaifeng Yuwangtai Government will facilitate the land expropriation process in Yuwangtai District, Kaifeng City, and increase the lands available for tender by the PRC governmental authorities in Kaifeng City for the development of the Project. The Directors consider that the terms of the prepayments are fair and reasonable having taken into account the opportunity available to the Group to extend the geographical reach of its property development business to Kaifeng City by developing the commercial and residential complex and the interests to be accrued in the event that the PRC Subsidiary fails to win the tender for the land(s). The terms of the Agreement are determined after arm’s length negotiations between the parties. The Directors are of the view that the terms of the Agreement (including the determination of the prepayments, which is estimated on the basis of the expected funding requirements for the land expropriation) are on normal commercial terms and fair and reasonable as far as the Company and the Shareholders are concerned and are in the interests of the Group and the Shareholders as a whole. The prepayments will be funded by internal resources available to the Group. GENERAL As the applicable percentage ratio for the transactions contemplated under the Agreement exceeds 5% but is less than 25% for the purpose of Rule 14.07 of the Listing Rules, the transactions contemplated under the Agreement constitute a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules and is therefore subject to the requirements of reporting and announcement. The Company will comply with the requirements of the Listing Rules as and when appropriate, if necessary, for any future land acquisition in Kaifeng City, Henan Province, the PRC or any possible receipt of the said prepayment compensation in the event that the PRC Subsidiary fails to obtain the land use rights of the said land(s) for the Project. — 3 — DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions have the meanings as set out below: “Agreement” the agreement entered into between the PRC Subsidiary and the Kaifeng Yuwangtai Government on 24 October 2014 in relation to the development of the Project “Board” the board of Directors “Company” PNG Resources Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and whose shares are listed on the main board of the Stock Exchange “Director(s)” the director(s) of the Company “Group” the Company together with its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Kaifeng Yuwangtai 開封市禹王台區人民政府(Kaifeng Yuwangtai District Government#), being the local Government” government of Yuwangtai District, Kaifeng City, Henan Province, the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China, which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “PRC Subsidiary” 開封市宏途商貿有限公司 (Kaifeng Hong-Tu Commercial Limited# ), an indirect wholly-owned subsidiary of the Company established in the PRC “Project” the project in relation to the development of a commercial and residential complex in 中國河南省開封市禹王台區 (Yuwangtai District, Kaifeng City, Henan Province, the PRC#) “Shareholders” the shareholders of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited — 4 — “RMB” Renminbi, the lawful currency of the PRC “%” per cent. By Order of the Board PNG RESOURCES HOLDINGS LIMITED PNG資源控股有限公司 Chan Chun Hong, Thomas Chairman and Managing Director Hong Kong, 24 October 2014 As at the date of this announcement, the Board comprises Mr. Chan Chun Hong, Thomas, Mr. Cheung Wai Kai and Mr. Wong Yiu Hung, Gary, as the executive Directors, and Mr. Sin Ka Man, Mr. Yuen Kam Ho, George and Mr. Cheung Sau Wah, Joseph, as the independent non-executive Directors. # Denotes English translation of Chinese name and address and is provided for identification purpose only — 5 —.