Elife Holdings Limited — Proxy Solicitation & Information Statement 2012

Jul 10, 2012

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)

Form of Proxy for Annual General Meeting for the year ended 31 March 2012 to be held on Friday, 10 August 2012

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)]

ordinary shares of HK$0.01 each in the capital of Sino Resources Group Limited

(the “ Company ”), HEREBY APPOINT [(Note 3)] the chairman of the meeting, or failing him of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (“ AGM ”) (or any adjournment thereof) of the Company to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong on Friday, 10 August 2012 at 2:30 p.m. or any adjournment thereof in respect of the resolutions set out in the notice of AGM dated 11 July 2012, and if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 4)		Against(Note 4)	ABSTAIN(Note 4)
1.	To consider and approve the audited consolidated financial statementsand the reports of the directors of the Company and the auditor for thefinancialyear ended 31 March 2011.
2.	(a)To re-elect Mr. Gao Fengas an executive director.
	(b)To re-elect Mr. Chiu Sui Keungas an executive director.
	(c)To authorise the board of directors to fix the directors’remuneration.
3.	To appoint HLB Hodgson Impey Cheng Limited as the auditorsof the Company and to authorise the board of directors to fix theirremuneration for theyear ending31 March 2013.
4.	(A) To grant a general mandate to the directors of the Company toallot and issue shares of the Company not exceeding 20% of theissued share capital of the Company at the date of passing thisresolution.
	(B)To grant a general mandate to the directors of the Company torepurchase shares of the Company not exceeding 10% of theissued share capital of the Company at the date of passing thisresolution.
	(C)To extend the general mandate granted to the directors to issueshares of the Company under resolution 4(A) by includingthe amount of the shares repurchased by the Company underresolution 4(B).
5.	To approve the refreshment of the existing scheme limit under theshare option scheme of the Company.
	SPECIAL RESOLUTIONS
6.	To approve the proposed amendments to the articles of association ofthe Company.
7.	To adopt an amended and restated articles of association of theCompany in substitution for the existing articles of association of theCompany.
Signature_(Note 5)_:		Date this		day of		, 2012

Notes:

1. Full name(s) and address(es) (as shown in the register of members) to be inserted in BLOCK CAPITALS

2. Please insert the number of ordinary shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital registered in your name(s)

3. If any proxy other than the chairman of the meeting is preferred, please delete the words “the chairman of the meeting, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ABOVE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE ABSTAIN FROM THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the AGM (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

• for identification purposes only