Elife Holdings Limited — Proxy Solicitation & Information Statement 2013

Aug 1, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino Resources Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

(1) PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE CONVERTIBLE NOTES; (2) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES; AND (3) NOTICE OF EGM

A notice convening the extraordinary general meeting of the Company to be held at 10:00 a.m. on Friday, 16 August 2013 at Suite 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong or any adjournment thereof is set out on pages 12 to 13 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting should you so wish.

• For identification purposes only

1 August 2013

CONTENTS

	Page
Definition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Proposed Amendments to the Terms and Conditions of the Convertible Notes . . . . . . . . . . . 5
Proposed Grant of Specific Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reasons for and Benefits of the Proposed Amendments to
the Convertible Notes and Proposed Grant of Specific Mandate . . . . . . . . . . . . . . . . . . . . 9
Shareholding Structure of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

i

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “180 Days’ ACP”

the average closing price of the Shares as quoted on the daily quotation sheet of the Stock Exchange for the period commencing from the date of issue of the Convertible Notes (i.e. 18 June 2012) and ending on the 180th day (i.e. 2 January 2013) thereafter (both days inclusive);

• “2nd Supplemental Agreement” the 2nd supplemental agreement dated 25 July 2013 entered into between the Company and the Noteholder, pursuant to which the parties thereto agreed to amend certain terms and conditions of the Convertible Notes;

• “Board” the board of directors of the Company for the time being or a duly authorised committee thereof;

• “Company” Sino Resources Group Limited (carrying on business in Hong Kong as Sino Gp Limited), a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the Main Board of the Stock Exchange;

• “Conversion Price” the price per Conversion Share at which the Convertible Notes may be converted into Conversion Shares, subject to adjustment;

• “Convertible Notes” the convertible notes in the aggregate principal amount of HK$15,000,000 issued by the Company to GAHL on 6 July 2012 pursuant to the Subscription Agreement;

• “Conversion Shares” the Shares which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Notes;

• “Directors” the directors of the Company;

• “EGM” the extraordinary general meeting of the Company to be held at 10:00 a.m. on Friday, 16 August 2013 at Suite 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong or any adjournment thereof, for the purpose of considering and, if thought fit, approving the Proposed Amendments and the proposed grant of the Specific Mandate;

• “GAHL” Growing Around Holdings Limited, a company incorporated in the British Virgin Islands which is, together with its ultimate beneficial owner, an Independent Third Party of the Company;

1

DEFINITIONS

“Group” the Company and its subsidiaries; “HK$” Hong Kong Dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Independent Third Party(ies)” third party(ies) independent of the Company and are not connected persons (as defined under the Listing Rules) of the Company; “Latest Practicable Date” 31 July 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Maturity Date” 6 July 2014, the second anniversary of the issue date of the Convertible Notes; “New Conversion Shares” 75,000,000 Shares which may fall to be allotted and issued at amended Conversion Price of HK$0.129 per Share upon exercise of the conversion rights attaching to the Convertible Notes with the reduced principal amount of HK$9,675,000 after the implementation of the Proposed Amendments; “Noteholder” holder of the Convertible Notes from time to time; “Payable Interest” total interest payable by the Company to the Noteholder as at 10 July 2013; “Proposed Amendments” the proposed amendments to the terms and conditions of the Convertible Notes pursuant to the 2nd Supplemental Agreement; “Replacement Shares” 56,840,000 ordinary Shares to be allotted and issued by the Company to the Subscriber at HK$0.129 per Share pursuant to the 2nd Supplemental Agreement and the Convertible Notes; “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company; “Shareholder(s)” holder(s) of the Share(s); “Specific Mandate” the specific mandate proposed to be granted to the Directors at the EGM to allot, issue and deal with the Replacement Shares and the New Conversion Shares;

2

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited; “Subscriber” Mr. Lin Long, a resident of the People’s Republic of China; “Subscription Agreement” the subscription agreement dated 18 June 2012 between the Company and GAHL in connection with the issue of the Convertible Notes by the Company to GAHL; “Supplemental Agreement” the supplemental agreement dated 21 June 2012 entered in to between the Company and GAHL, pursuant to which the parties thereto agreed to amend certain terms and conditions of the Convertible Notes; and “%” per cent.

3

LETTER FROM THE BOARD

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)

Executive Directors:

Ms. Geng Ying (Chairman) Mr. Gao Feng Mr. Chiu Sui Keung Mr. Wang Xihua

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111, Cayman Islands

Independent non-executive Directors:

Mr. Cheng Wing Keung Raymond Mr. Lam Williamson Mr. Wong Hoi Kuen

Principal place of business in Hong Kong: Suite 2502, 25/F 9 Queen’s Road Central Central, Hong Kong

1 August 2013

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE CONVERTIBLE NOTES; (2) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES; AND (3) NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 25 July 2013 in relation to, among other things, the Proposed Amendments to the terms and conditions of the Convertible Notes and the proposed grant of the Specific Mandate for the issue of the Replacement Shares and the New Conversion Shares.

The purpose of this circular is to provide you with information relating to (i) the Proposed Amendments; (ii) the information in relation to the Specific Mandate; and (iii) the notice of the EGM to be convened for the purpose of considering and, if thought fit, approving the resolutions in relation to the Proposed Amendments and the proposed grant of the Specific Mandate.

• For identification purposes only

4

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE CONVERTIBLE NOTES

Background

Reference is made to the announcements of the Company dated 18 June 2012, 21 June 2012 and 6 July 2012 in relation to, among other things, the issue of and subscription for the Convertible Notes in an aggregate principal amount of HK$15,000,000. The Convertible Notes were issued by the Company to GAHL on 6 July 2012.

On 18 July 2013, GAHL transferred the Convertible Note and all rights in respect thereof to the Subscriber pursuant to the terms and conditions therein. GAHL did not convert any part of the Note prior to the said transfer.

Pursuant to the terms and conditions of the Convertible Notes (which were amended and modified pursuant to the Supplemental Agreement), the Convertible Notes bear an interest of 12% per annum payable in cash semi-annually.

Further, it is provided under the existing terms and conditions of the Convertible Notes that, where the 180 Days’ ACP falls below the then Conversion Price, the Company shall pay an amount equivalent to the aggregate of (i) the principal amount of the Convertible Notes attributable to the Notional Additional Conversion Shares (as defined in the terms and conditions of the Convertible Notes) and (ii) the interest accrued on such principal amount to the Noteholder within ten (10) business days from the 180th day after the date of issue of the Convertible Notes. Since the 180 Days’ ACP fell below the Conversion Price of HK$0.20, the Company is required to pay the Adjustment in the amount of HK$5,325,000 together with the Payable Interest to the Noteholder. The Adjustment and the Payable Interest have not been settled prior to the transfer of the Convertible Notes from GAHL to the Subscriber. The Payable Interest as at 10 July 2013 amounts to HK$2,007,360.

On 25 July 2013, the Company and the Subscriber entered into the 2nd Supplemental Agreement to amend certain terms and conditions of the Convertible Notes under the Subscription Agreement (as amended and modified pursuant to the Supplemental Agreement).

The 2nd Supplemental Agreement

The principal terms of the 2nd Supplemental Agreement are set out as follows:

Date: 25 July 2013 Parties: the Company; and the Subscriber.

5

LETTER FROM THE BOARD

The Proposed Amendments

It was provided that under the existing Condition 4.1 of the Convertible Notes, inter alia, that the Convertible Notes bear an interest at 12% per annum.

It was also provided under the existing Condition 6.4 of the Convertible Notes, inter alia, that where the 180 Days’ ACP falls below the then Conversion Price, the Company shall pay the Adjustment within ten (10) business days from the 180th day after the date of issue of the Convertible Notes in immediately available funds.

It was also provided under the existing Conditions 5.1 and 5.2 of the Convertible Notes, inter alia, that all payment made by the Company in respect of the Convertible Notes shall be in immediate available funds and be made to the bank account in Hong Kong as notified by the Noteholder or by banker’s draft.

It was also provided that under the existing Condition 8.1A of the Convertible Notes, inter alia, that in case the 180 Day’s ACP falls below the then Conversion Price, for the sole purpose of calculation of the Notional Additional Conversion Shares, the Conversion Price shall be adjusted to an amount equal to the higher of (i) the 180 Days’ ACP; (ii) HK$0.129 (being 80% of the average closing price of the Shares of HK$0.1604 as quoted on the daily quotation sheet of the Stock Exchange for the five (5) consecutive days up to and including 18 June 2012); or (iii) the then par value of the Shares, with effect from 4:30 p.m. on the day falling the 180th day after the issue of the Convertible Notes.

The Company and the Subscriber agreed to amend Conditions 4.1, 5.1, 5.2, 6.4 and 8.1A and insert a new Condition 5.2A to the effect that:

• (a) the Convertible Notes shall bear an interest at 6% per annum.

• (b) the Company shall settle the Adjustment and the Payable Interest by way of issue and allotment of the Replacement Shares to the Subscriber in lieu of payment in cash.

• (c) In return for the Subscriber’s agreement to accept the settlement of the Adjustment and the Payment Interest by way of issue and allotment of the Replacement Shares, the Company is prepared to accept the amendments to Conditions 6.4 and 8.1A proposed by the Subscriber as set out below:

• (i) Condition 6.4 shall be amended to the effect that the Adjustment shall be settled by issue and allotment of 56,840,000 Replacement Shares at HK$0.129 per Share to the Subscriber. The principal amount of the Replacement Shares of HK$7,332,360 is equivalent to the aggregate of (a) the Adjustment, being the principal amount of the Convertible Notes attributable to the Notional Additional Conversion Shares which shall be calculated by multiplying the Conversion Price as adjusted in accordance with the terms and conditions of the Convertible Notes (including but not limited to Condition 8.1A) (instead of the then Conversion Price) with the number of Notional Additional Conversion Shares and (b) the Payable Interest in the amount of HK$2,007,360.

6

LETTER FROM THE BOARD

• (ii) Condition 8.1A shall be amended to the effect that the Conversion Price will be adjusted to HK$0.129.

Following the issue and allotment of the Replacement Shares, the principal amount of the Convertible Notes will be reduced by the amount of the Adjustment from HK$15,000,000 to HK$9,675,000.

Conditions Precedent

The Proposed Amendments shall take effect subject to the fulfillment of all the following conditions precedent:

• (a) the passing of the resolutions by the shareholders of the Company to approve the Proposed Amendments the Specific Mandate to issue the Replacement Shares and the New Conversion Shares and all amendments in relation thereto;

• (b) the Company having obtained the approval for the Proposed Amendments from the Stock Exchange; and

• (c) the Company having obtained the approval from the Stock Exchange for the listing and dealing in the Replacement Shares and the New Conversion Shares.

Since the implementation of the Proposed Amendments is subject to the conditions precedent as set out above, the interest of the Convertible Notes shall continue be calculated at 12% per annum during the period from the day after 10 July 2013 up to the date of fulfillment of all the conditions precedent; whilst the interest thereafter shall be calculated at the amended rate of 6% per annum. The Proposed Amendment in relation to the settlement of the Payable Interest and the Compensation by way of issue and allotment of the Replacement Shares is intended to be an one-off arrangement. The interest of Convertible Notes accrued after 10 July 2013 will be settled by cash pursuant to the terms and conditions of the Convertible Notes.

Save as set out above, all other terms and conditions of the Convertible Notes shall remain unchanged.

Below is a summary of the principal terms of the Convertible Notes after the implementation of the 2nd Supplemental Agreement:

Principal amount : HK$9,675,000 (after reduction of the Adjustment) Issue price : 100% of the principal amount of the Convertible Notes Maturity Date : 6 July 2014, the second anniversary of the issue date of the Convertible Notes Interest : 6% per annum

7

LETTER FROM THE BOARD

Denomination

• : HK$100,000

• Conversion period

• : The Noteholder(s) has/have the right to convert the outstanding principal amount of the Convertible Notes in whole or in part (in authorised denomination) into Conversion Shares at any time during the period commencing from the date of issuance up to and including the date which is 7 days prior to the Maturity Date

Conversion Price

• : HK$0.129 per New Conversion Share, which is subject to adjustment, pursuant to and subject to the terms and conditions of the Convertible Notes, upon the occurrence of certain prescribed events, including without limitation, consolidation, subdivision or reclassification of Shares, capitalization of profits or reserves, capital distributions, rights issues of Shares or options over Shares, rights issues of other securities and issues at less than 90% of the current market price.

• New Conversion Shares : 75,000,000 New Conversion Shares

• Redemption : Unless previously converted or purchased or redeemed, any outstanding Convertible Notes shall be redeemed on the Maturity Date at the redemption amount which is 100% of the principal amount of such Convertible Notes.

A Noteholder may require the Company to redeem, all (but not part only) of the outstanding principal amount of the Convertible Notes at the redemption amount which is 100% of the principal amount of such Convertible Notes on the expiry of twenty (20) Business Days from the notice from the Noteholder.

• Transferability : The Convertible Notes are freely transferable.

Voting

• : The Noteholder(s) will not be entitled to receive notices of, attend or vote at any meetings of the Shareholders by reason only of it being a Noteholder.

Listing

• : No application will be made for the listing of the Convertible Notes on the Stock Exchange or any other stock exchange. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the New Conversion Shares.

• Ranking of the Convertible Notes

• : The Convertible Notes constitute general, unsubordinated, direct, unconditional and unsecured obligations of the Company and shall at all times rank equally among themselves and pari passu with all other present and future unsecured, unconditional and unsubordinated obligations of the Company except for the obligations accorded preference by mandatory provisions of applicable law.

8

LETTER FROM THE BOARD

• Ranking of the New : The New Conversion Shares to be issued upon exercise of the Conversion Shares conversion rights attaching to the Convertible Notes will rank pari passu in all respects with all other Shares outstanding at the date of conversion and be entitled to all dividends and distributions the record date for which falls on a date on or after the date of conversion.

PROPOSED GRANT OF SPECIFIC MANDATE

Reference is made to the announcement of the Company dated 18 June 2012 in relation to, among other things, the issue of and subscription for the Convertible Notes in an aggregate principal amount of HK$15,000,000. As disclosed in the said announcement, 75,000,000 Conversion Shares which might be issued and allotted upon full exercise of the Convertible Notes based on the initial Conversion Price of HK$0.20 per Conversion Share, would be issued and allotted under the general mandate granted to the Directors at the extraordinary general meeting of the Company held on 30 January 2012.

As the said general mandate is only granted for the Conversion Shares which might be issued and allotted pursuant to the original terms and conditions of the Convertible Notes, it is not applicable to the issuance and allotment of the New Conversion Shares after the implementation of the Proposed Amendments. Further, following the implementation of the Proposed Amendments, the Company is required to issue and allot the Replacement Shares to the Subscriber.

In light of the above, the Company will propose at the EGM to approve the grant of the Specific Mandate for the allotment and issue of not more than 131,840,000 Shares, being the aggregate of 56,840,000 Replacement Shares and 75,000,000 New Conversion Shares, which represent (i) approximately 5.33% of the existing 2,474,823,733 Shares of the Company as at the Latest Practicable Date; and (ii) approximately 5.06% of 2,606,663,733 Shares of the Company as enlarged by the issue of the Replacement Shares and New Conversion Shares.

The Replacement Shares and New Conversion Shares will be issued fully paid up and ranking pari passu in all respects among themselves and with the existing ordinary Shares in issue. An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Replacement Shares and the New Conversion Shares.

REASONS FOR AND BENEFITS OF THE PROPOSED AMENDMENTS TO THE CONVERTIBLE NOTES AND PROPOSED GRANT OF SPECIFIC MANDATE

The terms of the Proposed Amendments to the Convertible Notes have been arrived at after arm’s length negotiations between the Company and the Subscriber. By settlement of the Payable Interest and the Adjustment by way of issue of the Replacement Shares, the Company will not have to arrange the funding for cash payment and can retain more funds for business development and general working capital purposes which shall be beneficial to the Company’s cash management and shall reduce immediate cash flow pressure faced by the Company.

As such, the Directors consider that the Proposed Amendments to the Convertible Notes are fair and reasonable and in the interest of the Group and the Shareholders as a whole.

9

LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE OF THE COMPANY

For illustration purpose, the table below sets out the shareholding structures of the Company (i) as at the Latest Practicable Date; (ii) immediately after the issue and allotment of the Replacement Shares; and (iii) immediately after the issue and allotment of the Replacement Shares and the New Conversion Shares:

Shareholder Mr. Hung Chen, Richael (“Mr. Hung”)(1) Zheng Xuefeng The Subscriber The Noteholder Public shareholders Total	As at the Latest Practicable Date Approximate No. of shareholding Shares percentage Shares % 274,640,000 11.10 270,000,000 10.91 – – – – 1,930,183,733 77.99 2,474,823,733 100.00	Immediately after issue and allotment of the Replacement Shares Approximate No. of shareholding Shares percentage Shares % 274,640,000 10.85 270,000,000 10.66 56,840,000 2.25 – – 1,930,183,733 76.24 2,531,663,733 100.00	Immediately after the issue and allotment of the Replacement Shares and the New Conversion Shares Approximate No. of shareholding Shares percentage Shares % 274,640,000 10.54 270,000,000 10.36 56,840,000 2.18 75,000,000 2.88 1,930,183,733 74.05 2,606,663,733 100.00	Immediately after the issue and allotment of the Replacement Shares and the New Conversion Shares Approximate No. of shareholding Shares percentage Shares % 274,640,000 10.54 270,000,000 10.36 56,840,000 2.18 75,000,000 2.88 1,930,183,733 74.05 2,606,663,733 100.00
				100.00

Note:

(1) Mr. Hung is the beneficial owner of 76,640,000 Shares. He is also interested in the entire issued share capital of Mega Wealth Capital Limited (“Mega Wealth”) and Webright Limited (“Webright”). Mr. Hung is therefore deemed to be also interested in the 100,000,000 Shares held by Mega Wealth, and the 98,000,000 Shares held by Webright. Pursuant to an injunction order applied for by the Company, and granted by the High Court of Hong Kong against Mr. Hung, Mr. Hung is not permitted to, either by himself, his servants or agents or otherwise howsoever in any way dispose of or deal with the diminish the value of, amongst other things, any of the 76,640,000 Shares issued in his name, the 100,000,000 Shares held by Mega Wealth, and the 98,000,000 Shares held by Webright.

LISTING RULES IMPLICATIONS

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities.

The Company will apply to the Stock Exchange for its approval of the proposed amendments to the terms and conditions of the Convertible Notes pursuant to Rule 28.05 of the Listing Rules.

10

LETTER FROM THE BOARD

The Company will also apply to the Stock Exchange for its approval for the listing and dealing in the Replacement Shares and the New Conversion Shares.

RECOMMENDATION

Having considered the reasons set out herein, the Board considers that the Proposed Amendments and the grant of the Specific Mandate is in the interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

EGM

Reference is made to the announcement of the Company dated 25 July 2013 which stated that the EGM will be held on Tuesday, 20 August 2013. The Board wishes to inform the Shareholders that the EGM is now rescheduled to Friday, 16 August 2013.

A notice convening the EGM to be held at 10:00 a.m on Friday, 16 August 2013 at Suite 2502, 25/ F., 9 Queen’s Road Central, Central, Hong Kong is set out on pages 12 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar and transfer office 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 appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) if you so wish.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders have a material interest in the Proposed Amendments and/or the Specific Mandate and no Shareholders shall require to be abstained from voting on any of the resolutions at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board Sino Resources Group Limited (Carrying on business in Hong Kong as Sino Gp Limited)

Geng Ying

Chairman

11

NOTICE OF EGM

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 IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Sino Resources Group Limited (carrying on business in Hong Kong as Sino Gp Limited) (the “ Company ”) will be held at 10:00 a.m. on Friday, 16 August 2013 at Suite 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as an ordinary resolutions:

ORDINARY RESOLUTION

1. “ THAT :

2. (a) the 2nd supplemental agreement (the “ 2nd Supplemental Agreement ”) dated 25 July 2013 entered into between the Company and Mr. Lin Long (the “ Subscriber ”) in relation to, among others, the amendments of certain terms and conditions (the “ Proposed Amendments ”) of the Convertible Notes in the aggregate principal amount of HK$15,000,000 issued by the Company to Growing Around Holdings Limited on 6 July 2012 (the “ Convertible Notes ”) and currently held by the Subscriber, be and is hereby approved, confirmed and ratified; and

3. (b) the directors of the Company (the “ Directors ”) be and are hereby authorised to take all actions and sign, execute and deliver all such agreements, deeds and documents for and on behalf of the Company as the Directors may consider necessary or desirable for the purpose of effecting or implementing the 2nd Supplemental Agreement and the Proposed Amendments and the transactions contemplated thereunder.”

4. “ THAT :

5. (a) the issue and allotment of not more than 131,840,000 shares of the Company (the “ Shares ”) at the price of HK$0.129 each, being the aggregate of 56,840,000 replacement shares (the “ Replacement Shares ”) pursuant to the 2nd Supplemental Agreement and 75,000,000 conversion shares (the “ New Conversion Shares ”) which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Notes after the implementation of the Proposed Amendments, is hereby approved, confirmed and ratified; and

• For identification purposes only

12

NOTICE OF EGM

• (b) the Directors be and are hereby authorized, as a specific mandate, to allot, issue and otherwise deal with the Replacement Shares and New Conversion Shares which may be issued by the Company upon the implementation of the Proposed Amendments and the full exercise of the conversion rights attaching to Convertible Notes.”

By Order of the Board Sino Resources Group Limited (Carrying on business in Hong Kong as Sino Gp Limited) Geng Ying Chairman

Hong Kong, 1 August 2013

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111, Cayman Islands

Principal place of business in Hong Kong: Suite 2502, 25/F.

9 Queen’s Road Central Central, Hong Kong

Notes:

1. A form of proxy for use at the EGM is being despatched to the shareholders of the Company together with a copy of this notice.

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 or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the EGM convened by the above notice shall be entitled to appoint one proxy or, if he is the holder of two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar and transfer office 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 appointed for holding the EGM or any adjournment thereof.

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote.

7. As at the date of this notice, the board of Directors of the Company comprises Ms. Geng Ying (Chairman), Mr. Gao Feng, Mr. Chiu Sui Keung and Mr. Wang Xihua as executive Directors, and Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen as independent non-executive Directors.

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