Elife Holdings Limited — Proxy Solicitation & Information Statement 2009

Mar 18, 2009

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SINO RESOURCES GROUP LIMITED

(carrying on business in Hong Kong as Sino Gp Limited) 神州資源集團有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

NOTICE OF 2009 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY given that the 2009 first extraordinary general meeting (the “EGM”) of the Company will be held at 10:00 a.m. on Monday, 6 April, 2009 at 30/ F, One Kowloon, No.1 Wang Yuen Street, Kowloon Bay, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the following ordinary resolution:

“THAT:

1. the Master Project Management Agreement (as defined in the circular of the Company dated 19 March 2009, a copy of the agreed form has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transaction contemplated thereunder and the annual cap amounts thereof be and are hereby approved; and

2. any one of the directors of the Company (“Director(s)”) be authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering the Master Project Management Agreement and all such documents and deeds, to do or authorise doing all such acts, matters and things as he may in his discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with the transactions contemplated in the Master Project Management Agreement and/or the annual cap amounts and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Master Project Management Agreement, as he may in his absolute

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discretion consider to be desirable and in the interests of the Company and all of such Director’s acts as aforesaid be hereby approved, ratified and confirmed.”

By order of the Board Chow Chi Fai Company Secretary

Hong Kong 19 March 2009

As at the date of this announcement, the Board comprises Mr. Hung Chen, Richael, Mr. Ip Ki Cheung, Mr. Cheung Shui Kwai, Mr. Chan Siu Chung, Mr. Javed Iqbal Khan and Mr. Fong Wang as executive directors, and Mr. Cheng Wing Keung, Raymond, Mr. Lu Xin and Mr. Cheng Hong Kei as independent non-executive directors.

Notes:

1. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before EGM. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date.

4. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the EGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. A form of proxy is enclosed. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• for identification purposes only

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