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.

ANNOUNCEMENT DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made pursuant to Rule 13.18 of the Listing Rules.
The board of directors of the Company announces that ZIML (a wholly-owned subsidiary of the Company) has obtained a term loan facility in the principal amount of up to HK$400,000,000 in total. The Facility Agreement contains provisions which require GDH to maintain a minimum shareholding in, as well as management control over, the Company.
This announcement is made pursuant to Rule 13.18 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The board of directors of Guangnan (Holdings) Limited (the "Company", together with its subsidiaries shall be referred to as the "Group") announces that on 15 January, 2014, Zhongyue Industry Material Limited ("ZIML", a wholly-owned subsidiary of the Company) entered into a facility agreement (the "Facility Agreement") for a term loan facility in the principal amount of up to HK$400,000,000 in total; the lenders for such loan facility are The Hongkong and Shanghai Banking Corporation Limited and Industrial and Commercial Bank of China (Asia) Limited (collectively, the "Lenders", with the latter acting as the agent (the "Agent") of the Lenders). The loan facility is granted to ZIML for the purpose of financing its general corporate financing requirements. Under the Facility Agreement, the Company has agreed to guarantee in respect of the repayment obligation of ZIML. The loan facility is available for drawdown for a 6-month period and the loan(s) made under the Facility Agreement shall be repaid within 24 months from the date of the Facility Agreement.

- 1 -

It is provided in the Facility Agreement that if GDH Limited ("GDH") ceases to maintain (i) a direct or indirect holding of 50% or more of the share capital of the Company, or (ii) management control over the Company, then if the Majority Lender(s) so require, the Agent shall, by notice to ZIML, declare that all outstanding loan(s) under the Facility Agreement and all accrued interest and other amounts thereunder will become immediately due and payable. At the date of this announcement, GDH is the controlling shareholder of the Company and it holds approximately 59.21% of the existing issued share capital of the Company. ("Majority Lender(s)" means the Lender(s) whose lending commitments or participations in the loans then outstanding aggregate more than 662/3% of the total lending commitments or of all the loans then outstanding (as the case may be).)
The Company shall continue to make relevant disclosure in the subsequent interim and annual reports of the Company pursuant to Rule 13.21 of the Listing Rules for as long as circumstances giving rise to the obligation under Rule 13.18 of the Listing Rules continue to exist.
By Order of the Board

TAN Yunbiao

Chairman

Hong Kong, 15 January, 2014

As at the date of this announcement, the Board is composed of four Executive Directors, namely Messrs. Tan Yunbiao, Li Li, Luo Jianhua and Sung Hem Kuen; two Non-Executive Directors, namely Mr. Liang Jiang and Ms. Liang Jianqin; and three Independent Non-Executive Directors, namely Mr. Gerard Joseph McMahon, Ms. Tam Wai Chu, Maria and Mr. Li Kar Keung, Caspar.

- 2 -

distributed by