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.

Norstar Founders Group Limited

(Provisional Liquidators Appointed)

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( Incorporated in the Cayman Islands with limited liability)

(Stock code: 2339)

(l) EXTENSION OF TIME FOR FULFILLING TUE RESUMPTION CONDITIONS (2) REVISED CONDITIONS FOR RESUMPTION OF TRADING IN SUARES OF TUE COMPANY (3) SUBSCRIPTION AGREEMENT

Financial Adviser to Norstar Founders Group Limited

(Provisional Liquidators Appointed)

This announcement is made pursuant to Rules 13.09 and 13.24A of the Listing Rules and Part XIVA

of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements issued by the Company dated 4 May 2009, 21 October 2009,

12 November 2009, 15 December 2009, 7 January 2010, 24 February 2010, 3 March 2010, 24 March

2010, 5 October 2010, 25 August 2011, 13 June 2012 and 22 February 2013 in relation to, among other things, the conditions for resumption of trading of the Shares, the Schemes of Arrangement, the Resumption Proposal and the entering into of the non-legally binding Term Sheet (the "Announcements"). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

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EXTENSION OF TIME FOR FULFILLING RESUMPTION CONDITIONS

On 8 June 2012, the Stock Exchange informed the Company's financial adviser in writing that the Stock Exchange had decided to allow the Company to proceed with the Resumption Proposal, subject to the fulfillment of the Resumption Conditions by 28 February 2013, details of which were disclosed in the Company's announcement dated 13 June 2012.
As additional time is required for the satisfaction of the Resumption Conditions, on 27 February 2013, the Company applied to the Stock Exchange for an extension of time for the purpose of implementing the proposed restructuring and fulfilling the Resumption Conditions.
Subsequently on 27 May 2013 and 29 May 2013, the Company submitted to the Stock Exchange further revised resumption proposal (the "Final Proposal") which included the terms of the subscription agreement entered into between the Investor, the Company and the Provisional Liquidators (the "Subscription Agreement").

REVISED RESUMPTION CONDITIONS

On 4 June 2013, the Stock Exchange informed the Company's financial adviser in writing that the Stock Exchange had decided to allow the Company to proceed with the Final Proposal subject to fulfillment of the following revised resumption conditions (the "Revised Resumption Conditions") by
31 December 2013:
1. completion of the transactions under the Final Proposal;
2. inclusion in the circular to Shareholders the following:
(a) detailed disclosure of the Final Proposal and information about the Group;
(b) a statement from the Directors confirming working capital sufficiency for at least 12 months after Resumption, and a comfort letter from the auditors and financial adviser of the Company on the Directors' statement; and
(c) a pro forma balance sheet upon completion of the Final Proposal, and a comfort letter from the auditors under Rule 4.29 of the Listing Rules;
3. publication of all outstanding financial results with major audit qualifications properly addressed;
4. provision of confirmation from the internal control reviewer of the Group that the Group has an adequate and effective internal control system; and
5. withdrawal or dismissal of the winding-up petition and discharge of the Provisional Liquidators.

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The Listing Division may modify the Revised Resumption Conditions if the Company's situation changes. If the Company fails to implement the Final Proposal (and not any other proposals) and to fulfill the above Revised Resumption Conditions by 31 December 2013, the Listing Division will recommend the Listing Committee to place the Company in the third stage of the delisting procedures pursuant to Practice Note 17 to the Listing Rules.

THE SUBSCRIPTION AGREEMENT

On 31 May 2013, the Company, the Investor and the Provisional Liquidators entered into the Subscription Agreement which sets out, among other things, the terms of the restructuring of the Company. Further announcement will be made by the Company in respect of the detailed terms and conditions of the Subscription Agreement.

Shareholders of the Company and potential investors should note that the implementation of the Final Proposal is subject to the Revised Resumption Conditions being fulfilled or waived, as applicable. The release of this announcement is not an indication that the Final Proposal will be completed or trading of the Shares will be resumed.

At the request of the Company, trading in the shares of the Company on the Stock Exchange has been suspended since 10:00 a.m. on 19 January 2009 and will remain suspended until further notice.
For and on behalf of Norstar Founders Group Limited (Provisional Liquidators Appointed) Lai Kar Yan (Derek)

Darach E. Haughey

Yeung Lui Ming (Edmund)

Joint and Several Provisional Liquidators

Acting as agents without personal liability

Hong Kong, 5 June 2013

As at the date of this announcement, the Board comprises Ms. Lilly Huang as executive Director, and

Mr. Choi Tat Ying, Jacky as independent non-executive Director.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement misleading.

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The Provisional Liquidators jointly and severally accept full responsibility for the accuracy of the infomwtion contained in this announcement and conjlrm, having made a/l reasonable enquires, that lo the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission 1if which would nwke any of the statements in this announcement misleading.

Please also refer lo the published version of this announcement on the Company's websile:

www.norstar.com.hk.

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