Elife Holdings Limited — Proxy Solicitation & Information Statement 2013

Mar 3, 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)

PROPOSED GRANT OF NEW GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Guangdong Securities Limited

A letter from the board of directors of the Company is set out on pages 4 to 11 of this circular. A letter from the independent board committee of the Company is set out on page 12 of this circular and a letter from Guangdong Securities Limited containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 13 to 21 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at 2:30 p.m. on Tuesday, 19 March 2013 at Suite 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong or any adjournment thereof is set out on pages 22 to 24 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

4 March 2013

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Proposed grant of the New General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Fund raising activities of the Company for the past twelve months . . . . . . . . . . . . . . . . . . 8
Potential dilution to shareholding of the public Shareholders . . . . . . . . . . . . . . . . . . . . . . 9
Independent advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Listing Rules requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Letter from Guangdong Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

DEFINITIONS

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

• “Articles of Association” the articles of association of the Company, as amended from time to time;

• “Associates” has the same meaning ascribed in the Listing Rules; “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;

• “Directors” the directors of the Company; “EGM” the extraordinary general meeting of the Company to be held at 2:30 p.m. on Tuesday, 19 March 2013 or any adjournment thereof, for the purpose of considering and, if thought fit, approving the proposed grant of the New General Mandate, the notice of which is set out on pages 22 to 24 of this circular;

• “Existing General Mandate”

• the general mandate approved and granted by the Shareholders to the Directors at the Last Annual General Meeting to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the Last Annual General Meeting;

• “Group” the Company and its subsidiaries;

• “Guangdong Securities” or “Independent Financial Adviser”

• Guangdong Securities Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate;

• “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;

1

DEFINITIONS

• “Independent Board Committee” an independent committee of the Board comprising all of the three independent non-executive Directors formed for the purpose of advising the Independent Shareholders in respect of the proposed grant of the New General Mandate;

• “Independent Shareholder(s)” the Shareholders other than the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective Associates;

• “Last Annual General Meeting” the annual general meeting of the Company held on 10 August 2012;

• “Latest Practicable Date”

• 28 February 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;

• “New General Mandate” the new general mandate proposed to be granted to the Directors at the EGM to allot, issue and deal with the Shares and other securities representing not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM;

• “Placing Agent” Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340) and a licensed corporation for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO;

• “RMB” Renminbi, the lawful currency of the People’s Republic of China;

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong;

• “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);

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Subscription Price” the initial subscription price of HK$0.127 per Subscription Share (subject to adjustment) at which holder of the Warrants may subscribe for the Subscription Shares; “Subscription Share(s)” new Share(s) which may fall to be allotted and issued by the Company upon the exercise of the subscription rights attached to the Warrants;

2

DEFINITIONS

“Warrant Placees” any person(s) or entity(ies) whom the Placing Agent has procured to subscribe for the Warrants; “Warrant Placing” the placing of the Warrants to the Warrant Placees pursuant to the Warrant Placing Agreement; “Warrant Placing Agreement” the conditional placing agreement dated 8 February 2013 and entered into between the Company and the Placing Agent in relation to the Warrant Placing; “Warrant(s)” the non-listed warrants of the Company constituted by the warrant instrument which entitle holders thereof to subscribe for the Subscription Shares at the Subscription Price; 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

Independent non-executive Directors:

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

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

4 March 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF NEW GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF EGM

INTRODUCTION

The Company will propose at the EGM to approve the grant of the New General Mandate. The purpose of this circular is to provide you with information relating to (i) the grant of the New General Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from Guangdong Securities setting out, among other things, its recommendations to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the EGM to be convened for the purpose of considering and, if thought fit, approving the resolution to implement the proposed grant of the New General Mandate.

* For identification purposes only

4

LETTER FROM THE BOARD

PROPOSED GRANT OF THE NEW GENERAL MANDATE

During the Last Annual General Meeting, the Shareholders approved, among other things, an ordinary resolution to grant the Existing General Mandate which enable the Directors to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the Last Annual General Meeting, being 327,304,080 Shares under the Existing General Mandate.

On 8 February 2013, the Company entered into the Warrant Placing Agreement with the Placing Agent pursuant to which the Placing Agent will procure not less than six placees to subscribe for the Warrants at an issue price of HK$0.01 per unit with an aggregate face value of HK$19,469,100 on a best-effort basis.

The Warrant Placees are entitled to subscribe for the Subscription Shares at an initial Subscription Price of HK$0.127 per Subscription Share for a period of 36 months commencing from the date of issue of the Warrants. Based on the Subscription Price of HK$0.127 per Subscription Share, if all of the Warrants are successfully placed, a maximum of 153,300,000 Subscription Shares will be subject to allotment and issuance under the Existing General Mandate.

Taking into account that 174,000,000 Shares of the Existing General Mandate have been utilised previously upon completion of the placing of new Shares on 25 October 2012, and that if all of the Warrants are successfully placed, then substantially all or 99.99875% of the Existing General Mandate will be fully utilised.

The additional funds to be raised pursuant to the proposed New General Mandate will be utilised by the Group for its general working capital and as funds for future development of the existing businesses of the Group and other businesses when investment opportunities arise. Specifically, the additional funds will be utilised in the settlement of operating costs and expenses of the Group, the repayment of debts and interests, and the fulfilment of working capital requirements of the Group’s businesses that is essential for generating revenue. The Directors are of the view that having additional options and a higher flexibility in the choice of fund raising activities in the future is in the best interests of the Company. As at the Latest Practicable Date, (i) the Company did not have any concrete development and investment plans to utilise the New General Mandate save for those already disclosed; (ii) the Company did not have any intention or plans for any fund raising activities save for the Warrant Placing; and (iii) there were no identified targets regarding any potential acquisitions which are considered to be able to materialise based on the information currently available to the Directors.

The proposed grant of the New General Mandate will maintain the Group’s financial flexibility necessary for the Group to (i) capture investment opportunities for potential acquisitions and other future investment and fund raising opportunities that may arise in a timely manner; (ii) provide the Company with the ability and flexibility to respond to the market in time; and (iii) avoid uncertainties which may be associated with a specific mandate.

The provision of financial flexibility is not the sole purpose of the proposed New General Mandate. As meeting working capital requirements is crucial to the success of conducting the coal trading business and the unconventional gas business, the Directors consider the proposed grant to be necessary to strengthen the liquidity position of the Group in the coming months given that the existing coal trading business and the unconventional gas business of the Group are still in the growth stage and will therefore require a stronger cash flow to support revenue generating activities and further business developments.

5

LETTER FROM THE BOARD

Moreover, the Directors consider that capturing investment opportunities on a timely basis is critical in the implementation of the Group’s inorganic growth strategy because not only will it increase new sources of revenue but it will also create synergies among the Group’s existing businesses. Hence, the Directors consider it to be fair and reasonable and in the interests of the Company and the Shareholders as a whole to allocate funds from the New General Mandate to potential acquisitions should such investment opportunities arise.

In addition to the purposes of providing the Group with financial flexibility and liquidity, the proposed grant of the New General Mandate will also (i) avoid any undue delay caused by the granting of specific mandate if the Group wishes to carry out timely acquisitions; (ii) reduce the burden of interest payment incurred by the outstanding convertible notes of the Company issued on 6 July 2012 with a face value of HK$15 million and an interest rate of 12% per annum; (iii) repay part of the finance lease for the unconventional gas business where the principal and interest amount to RMB6,592,000 (equivalent to approximately HK$8,240,000); (iv) maintain a healthier debt-to-equity ratio; and (v) strengthen the capital base and the shareholder base of the Group by way of issuing new Shares under the New General Mandate.

Furthermore, equity financing (i) does not incur any interest payment obligations on the Group as compared with bank financing; (ii) provides the Company with an alternative means for fund raising which is vital in light of the tightened bank credit under the current market conditions; (iii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iv) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises.

For the above reasons stated herein, together with the fact that the next annual general meeting of the Company will not be held until around August 2013 which is approximately five months from the Latest Practicable Date, the Directors believe the granting of the New General Mandate is in the interests of the Company and the Shareholders as a whole by providing the Company with financial liquidity and flexibility as well as funds to finance existing and new businesses which are necessary for the Group’s ongoing business development.

The Directors, having considered other alternative fund raising methods, are of the view that rights issue and open offer are more time consuming and more costly as compared to the issue of new Shares under the New General Mandate whereas debt financing will impose a heavier interest burden on the Group. Thus, the Directors consider that the benefits of the proposed New General Mandate outweigh the potential dilution effect on the shareholding held by the public Shareholders in the Company and the New General Mandate is in the interests of the Company and the Shareholders as a whole.

For a further discussion on the potential dilution effect, please refer to the section headed “Potential dilution to shareholding of the existing public Shareholders” below.

For the reasons stated above, it is proposed that the Directors be given, by way of an ordinary resolution, the New General Mandate to authorise them to allot, issue and deal with Shares and other securities representing not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM.

6

LETTER FROM THE BOARD

As at the Latest Practicable Date, the total number of Shares in issue was 2,062,353,733 Shares with a nominal value of HK$0.01 each. Upon passing the relevant resolution at the EGM and assuming no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed, pursuant to the New General Mandate, to allot and issue up to 412,470,746 Shares, representing 20% of the existing 2,062,353,733 Shares as of the Latest Practicable Date.

If additional Shares are allotted and issued pursuant to the Warrant Placing after the Latest Practicable Date and before the date of the EGM and assuming the subscription rights attached to the Warrants are exercised in full, the total number of Shares in issue would be 2,215,653,733 Shares with a nominal value of HK$0.01 each. Upon passing the relevant resolution at the EGM and assuming no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed, pursuant to the New General Mandate, to allot and issue up to 443,130,746 Shares, representing 20% of the 2,215,653,733 Shares potentially issued pursuant to the placing of Warrants.

Any issue of new Shares is subject to approval by the Stock Exchange for the listing of, and permission to deal in, such new Shares.

The New General Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the EGM; (b) the date by which the next annual general meeting is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company. At the EGM, a resolution will be proposed to seek approval of the Independent Shareholders that the Directors be granted the New General Mandate to allot, issue and deal with Shares and other securities representing not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM.

For further information on the Warrant Placing, please refer to the Company’s announcement dated 8 February 2013.

7

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY FOR THE PAST TWELVE MONTHS

Set out below are the fund raising activities conducted by the Company during the past twelve months prior to the Latest Practicable Date:

Description of fund	Date of	Net amount	Intended use of	Actual use of
raising activities	announcements	raised	proceeds as announced	proceeds
Issue of	18 June 2012	HK$14.8	– financing the capital	– approximately
convertible notes		million	commitment (in full or	HK$1.2 million
			in part) in connection	was applied for
			with the acquisition of	intended use
			Hubei Tieqang Trading
			Company Limited
			– general working	– the balance of
			capital purposes	approximately
				HK$13.6 million
				was applied for
				intended use
Placing of new	3 October 2012	HK$19.7	– the Group’s general	– the total amount
Shares under		million	working capital	of HK$19.7
a general mandate				million was
				applied as the
				intended use
Warrant Placing	8 February 2013	HK$1.45	– the Group’s general	– the Warrant
under the		million	working capital	Placing is subject
Existing General				to completion
Mandate		Additional	– the Group’s general
		HK$19.47	working capital
		million (upon
		full exercise	– for future development
		of the	of the existing business
		subscription	of the Group and
		rights	other business when
		attached to	investment opportunities
		the Warrants)	arise

The proceeds of HK$13.6 million raised from the issue of convertible notes and HK$19.7 million raised from placing of new shares were applied as intended under the Group’s general working capital and could be categorised as (i) the repayment for the accrued director’s remuneration and bonus for the period between 2010 and 2012 in the amount of HK$12 million; (ii) the settlement of legal and professional fee of HK$3 million; (iii) the purchase of equipment and general working capital for the unconventional gas business which amounted to HK$6.3 million; (iv) the repayment of a shareholder’s loan of HK$1 million; and (v) other general working capital of HK$11 million related to the head office such as rental payment of the head office and salary payment for Directors and other staffs at the head office.

8

LETTER FROM THE BOARD

POTENTIAL DILUTION TO SHAREHOLDING OF THE PUBLIC SHAREHOLDERS

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) upon full utilisation of the New General Mandate (assuming no other Shares are issued or repurchased by the Company prior to the EGM); and (iii) upon full utilisation of the New General Mandate and immediately after full exercise of the subscription rights attached to the Warrants (assuming no other Shares are issued or repurchased by the Company prior to the EGM):

					Upon full utilisation of	Upon full utilisation of
					the New General Mandate
					and immediately after full
			Upon full utilisation of		exercise of the subscription
			the New General Mandate		rights attached	to the Warrants
			(assuming no other Shares are		(assuming no other Shares are
	As at the Latest		issued or repurchased by the		issued or repurchased by the
	Practicable Date		Company prior to the EGM)		Company prior to the EGM)
		Approximate		Approximate		Approximate
	Number of	shareholding	Number of	shareholding	Number of	shareholding
Shareholder	Shares	percentage	Shares	percentage	Shares	percentage
	Shares	%	Shares	%	Shares	%
Mr. Hung Chen, Richael
(“Mr. Hung”)(Note 1)	274,640,000	13.32	274,640,000	11.10	274,640,000	10.33
Zheng Xuefeng	270,000,000	13.09	270,000,000	10.91	270,000,000	10.16
ACE Channel Limited_(Note 2)_	178,000,000	8.63	178,000,000	7.19	178,000,000	6.69
Public Shareholders
– Placcees of Warrants	–	–	–	–	153,300,000	5.77
– Other public shareholders	1,339,713,733	64.96	1,339,713,733	54.13	1,339,713,733	50.38
Maximum number of
Shares that may be
issued under the
New General Mandate	–	–	412,470,746	16.67	443,130,746	16.67
Total	2,062,353,733	100.00	2,474,824,479	100.00	2,658,784,479	100.00

Notes:

1. Mr. Hung is the beneficial owner of 274,640,000 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.

2. ACE Channel Limited is wholly owned by Mr. Gao Feng, an executive Director.

9

LETTER FROM THE BOARD

The table above illustrates that the shareholding of the existing public Shareholders would be decreased from approximately 64.96% as at the Latest Practicable Date to (1) approximately 54.13% upon full utilisation of the New General Mandate and assuming none of the subscription rights attaching to the Warrants is exercised (assuming that no further Shares are issued or repurchased by the Company prior to the EGM) or (2) approximately 50.38% upon full utilisation of the New General Mandate and assuming the subscription rights attaching to the Warrants are exercised in full (assuming that no further Shares are issued or repurchased by the Company prior to the EGM).

INDEPENDENT ADVICE

The Independent Board Committee comprising Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen, all of them being the independent non-executive Directors, has been formed to advise the Independent Shareholders, and Guangdong Securities has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate.

LISTING RULES REQUIREMENTS

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their Associates or, where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective Associates shall abstain from voting in favour of the relevant resolution regarding the grant of the New General Mandate to be proposed at the EGM.

As at the Latest Practicable Date, the Company had no controlling Shareholder. Mr. Gao Feng, being an executive Director, held the entire issued share capital of ACE Channel Limited which in turn was interested in 178,000,000 Shares. Mr. Gao and ACE Channel Limited hold approximately 8.63% of the existing issued share capital of the Company.

Each of Mr. Gao Feng and ACE Channel Limited will therefore be required to abstain from voting in favour of the relevant resolution regarding the grant of the New General Mandate at the EGM.

Save for Mr. Gao Feng and ACE Channel Limited, none of the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective Associates held any Shares as at the Latest Practicable Date and shall abstain from voting in favour of the relevant resolution to be proposed at the EGM.

Mr. Hung Chen Richael, beneficially holding in aggregate 274,640,000 Shares, representing approximately 13.32% of the issued share capital of the Company as at the Latest Practicable Date, will be unable to exercise the voting rights of the said Shares on the resolution to be proposed at the EGM pursuant to an injunction order granted by the High Court of Hong Kong on 30 March 2010. For details of the said injunction order, please refer to the announcements of the Company dated 25 January 2010, 30 March 2010, 28 April 2010, 13 September 2010, 21 September 2010 and 6 October 2010.

10

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of the Independent Shareholders in respect of the proposed grant of the New General Mandate at the EGM will be taken by way of poll. As at the Latest Practicable Date, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective Associates had indicated that they have no intention to vote against the resolution regarding the proposed grant of the New General Mandate at the EGM.

RECOMMENDATION

Having considered the reasons set out herein, the Board considers that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole and recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM to approve the grant of the New General Mandate.

Your attention is drawn to the letter from Guangdong Securities, which contains its advice to the Independent Board Committee and the Independent Shareholders with regard to the proposed grant of the New General Mandate. The text of the letter from Guangdong Securities is set out on pages 13 to 21 of this circular.

EGM

A notice convening the EGM to be held at 2:30 p.m. on Tuesday, 19 March 2013 at Suite 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong is set out on pages 22 to 24 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.

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

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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)

4 March 2013

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF NEW GENERAL MANDATE TO ISSUE SHARES

We refer to the circular of the Company dated 4 March 2013 (the “ Circular ”) of which this letter forms part. Unless the context specifies otherwise, capitalised terms used herein have the same meanings as defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of which are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Guangdong Securities has been appointed as the Independent Financial Adviser to advise us and you in this respect.

Having taken into account the advice of Guangdong Securities as set out in its letter of advice to us and you as set out on pages 13 to 21 of the Circular, we are of the view that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of which are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the grant of the New General Mandate.

Yours faithfully,

Independent Board Committee

Cheng Wing Keung Raymond

Lam Williamson

Wong Hoi Kuen

Independent non-executive Directors

* For identification purposes only

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LETTER FROM GUANGDONG SECURITIES

Set out below is the text of a letter received from Guangdong Securities, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the grant of the New General Mandate for the purpose of inclusion in this circular.

==> picture [205 x 33] intentionally omitted <==

Units 2505-06, 25/F. Low Block of Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

4 March 2013

• To: The independent board committee and the independent shareholders

• of Sino Resources Group Limited

Dear Sirs,

PROPOSED GRANT OF NEW GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the grant of the New General Mandate, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 4 March 2013 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As at the Latest Practicable Date, only a further of 4,080 Shares could be issued under the Existing General Mandate which was granted to the Directors at the Last Annual General Meeting if all of the Warrants under the Warrant Placing Agreement were successfully placed. Therefore, the Board proposes to seek approval of the Independent Shareholders for the grant of the New General Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the EGM. Pursuant to Rule 13.36(4) of the Listing Rules, the grant of the New General Mandate requires the approval of the Independent Shareholders at the EGM at which any of the controlling shareholders (as defined in the Listing Rules) of the Company and their associates or, where there is no controlling shareholder, the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution proposed for the approval of such grant, and under Rule 13.39 of the Listing Rules, any vote of the shareholders at a general meeting must be taken by way of poll. As at the Latest Practicable Date, there was no controlling Shareholder. As such, Mr. Gao Feng, being an executive Director, and ACE Channel Limited, being a substantial Shareholder and a wholly-owned subsidiary of Mr. Gao Feng, will abstain from voting in favour of the relevant resolution to approve the grant of the New General Mandate.

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LETTER FROM GUANGDONG SECURITIES

An Independent Board Committee comprising Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen (all being independent non-executive Directors) has been established to advise the Independent Shareholders on the grant of the New General Mandate. We, Guangdong Securities Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent indepth investigation into the business and affairs of the Company, or its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the grant of the New General Mandate. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Guangdong Securities is to ensure that such information has been correctly extracted from the relevant sources.

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LETTER FROM GUANGDONG SECURITIES

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the grant of the New General Mandate, we have taken into consideration the following principal factors and reasons:

(1) Background of the grant of the New General Mandate

The Company is an investment holding company and its subsidiaries are principally engaged in coal trading and unconventional gas businesses, as well as investment in the resources and energy sector.

The Directors were authorised to allot and issue up to 327,304,080 new Shares under the Existing General Mandate which was granted to the Directors at the Last Annual General Meeting.

According to the announcements of the Company dated 3 October 2012 and 16 October 2012 regarding the placing of new Shares (the “ Share Placing ”), 174,000,000 new Shares (the “ Placing Shares ”) were issued. Thereafter, according to the announcement of the Company dated 8 February 2013 regarding the Warrant Placing, 153,300,000 new Subscription Shares will be allotted and issued upon full exercise of the subscription rights attached to the Warrants. Since the Placing Shares and the Subscription Shares (upon exercise of the subscription rights attached to the Warrants) were/will be allotted and issued under the Existing General Mandate, the Existing General Mandate has been utilised as to 327,300,000 Shares, representing approximately 99.99875% of the Existing General Mandate.

If the New General Mandate is not granted, only 4,080 new Shares may be further allotted and issued by the Directors under the Existing General Mandate if all of the Warrants under the Warrant Placing Agreement were successfully placed. Given that the Existing General Mandate has been largely utilised as a result of the Share Placing and the Warrant Placing, the Board proposes to seek approval of the Independent Shareholders for the grant of the New General Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the EGM.

As at the Latest Practicable Date, the Company had 2,062,353,733 Shares in issue. On the basis that no Share would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM, the grant of the New General Mandate would allow the Directors to allot, issue and deal with up to 412,470,746 new Shares, representing 20% of the total issued share capital of the Company as at the date of the EGM.

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LETTER FROM GUANGDONG SECURITIES

(2) Reasons for the grant of the New General Mandate

Based on the reasons as set out in the section headed “Proposed grant of the New General Mandate” in the Board Letter, the additional funds to be raised pursuant to the proposed New General Mandate will be utilised by the Group for its general working capital and as funds for future development of the existing businesses of the Group and other businesses when investment opportunities arise. Specifically, the additional funds will be utilised in the settlement of operating costs and expenses of the Group, the repayment of debts and interests, and the fulfilment of working capital requirements of the Group’s businesses that is essential for generating revenue. The Directors are of the view that having additional options and a higher flexibility in the choice of fund raising activities in the future is in the best interest of the Company. As at the Latest Practicable Date, (i) the Company did not have any concrete development and investment plans to utilise the New General Mandate save for those already disclosed; (ii) the Company did not have any intention or plans for any fund raising activities save for the Warrant Placing; and (iii) there were no identified targets regarding any potential acquisitions which are considered to be able to materialise based on the information currently available to the Directors.

We were advised by the Directors that they consider the grant of the New General Mandate to be in the interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary to enable the Group to (i) capture the investment opportunities for potential acquisitions and other future investment and fund raising opportunities that may arise in a timely manner; (ii) provide the Company with the ability and flexibility to respond to the market in time; and (iii) avoid the uncertainties which may be associated with a specific mandate. In particular, the Directors consider equity financing to be a less costly but more time efficient fund raising method for the Company as equity financing (i) does not incur any interest payment obligations on the Group as compared with bank financing; (ii) provides the Company with an alternative means for fund raising which is vital in light of the tightened bank credit under current market conditions; (iii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iv) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises.

We were further advised by the Directors that the provision of financial flexibility is not the sole purpose of the proposed New General Mandate. According to the Company’s interim report for the six months ended 30 September 2012 and as further confirmed by the Directors, the Group has been focusing its efforts in developing the Group’s businesses in unconventional gas and coal trading segments following the streamlining of its exhibition business in 2012. Following the completion of the acquisition of 70.97% equity interest in Zhan Sheng Investments Limited, the geographical coverage of the Group has been expanded to the north-western region of the People’s Republic of China and formed a more comprehensive coal trading platform for the Group. As advised by the Directors, the Company anticipated that the coal trading industry may gradually recover in 2013 which may provide the Group with the opportunity to further cultivate its coal trading business through Zhan Sheng Investments Limited and Heilongjiang Derong Coal Industrial Co., Ltd., being a subsidiary of the Company also engaged in the coal trading business, thereby improving the overall business and financial performances of the Group and it is in line with the business strategy of the Group to build a solid platform for the further business development in the energy and resources sector in the People’s Republic of China. Given the rapidly changing economic landscape, the Group will also explore attractive investment opportunities more proactively, and may consider engaging in other industries with growth potentials apart from the energy and resources sector. As advised by the Directors, as meeting working capital requirements is crucial to the success of conducting the coal trading business and the unconventional gas business, the Directors

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LETTER FROM GUANGDONG SECURITIES

consider the proposed grant to be necessary to strengthen the liquidity position of the Group in the coming months given that the existing coal trading business and the unconventional gas business of the Group are still in the growth stage and will therefore require a stronger cash flow to support revenue generating activities and further business developments. Moreover, the Directors consider that capturing investment opportunities on a timely basis is critical in the implementation of the Group’s inorganic growth strategy because not only will it increase new sources of revenue but it will also create synergies among the Group’s existing businesses. Hence, the Directors consider it to be fair and reasonable and in the interests of the Company and the Shareholders as a whole to allocate funds from the New General Mandate to potential acquisitions should such investment opportunities arise.

Furthermore, we noted from the interim report of the Company for the six months ended 30 September 2012 that as at 30 September 2012, the Group had (i) a net liabilities position of HK$184,787,000; (ii) outstanding convertible notes issued on 6 July 2012 with a face value of HK$15 million and an interest rate of 12% per annum and maturity in 2014; and (iii) secured bank borrowings of approximately HK$18 million with a fixed interest rate of 8.528% per annum which will be due in 2013. As such, in addition to the purposes of providing the Group with financial flexibility and liquidity, the proposed grant of the New General Mandate will also (i) avoid any undue delay caused by the granting of specific mandate if the Group wishes to carry out timely acquisitions; (ii) reduce the burden of interest payment incurred by the outstanding convertible notes of the Company; (iii) repay part of the finance lease for the unconventional gas business where the principal and interest amount to RMB6,592,000 (equivalent to approximately HK$8,240,000); (iv) maintain a healthier debt-to-equity ratio; and (v) strengthen the capital base and shareholder base of the Group by way of issuing new Shares under the New General Mandate.

Given the foregoing, together with the fact that the next annual general meeting of the Company will not be held until around August 2013, we are of the opinion that the grant of the New General Mandate would provide the Company with the necessary financial liquidity, flexibility as well as funds to fulfil any possible funding needs for future business development and/or investment decisions which are necessary for the Group’s on-going business development. Accordingly, we are of the view that the grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned, and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM GUANGDONG SECURITIES

(3) Fund raising activities in the past twelve months

Set out below are the fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

	Description of
Date of	the fund raising	Net proceeds	Intended use		Actual use
announcements	activities	raised	of	net proceeds	of	net proceeds
18 June 2012	Issue of	HK$14.8 million	–	Financing the capital	–	Approximately
	convertible notes			commitment (in full		HK$1.2 million
				or in part) in		was applied for
				connection with the		intended use
				acquisition of Hubei
				Tieqang Trading
				Company Limited
			–	General working capital	–	The balance of
				purposes		approximately
						HK$13.6 million
						was applied for
						intended use
3 October 2012	The Share Placing	HK$19.7 million	–	The Group’s general	–	The total amount
	under the			working capital		of HK$19.7 million
	Existing General					was applied as the
	Mandate					intended use
8 February 2013	The Warrant	HK$1.45 million	–	The Group’s general	–	The Warrant
	Placing under the			working capital		Placing is subject
	Existing General					to completion
	Mandate	Additional	–	The Group’s general
		HK$19.47		working capital
		million (upon
		full exercise of	–	For future development
		the subscription		of the existing
		rights attached		business of the Group
		to the Warrants)		and other business
				when investment
				opportunities arise

Save as and except for the above, the Company had not conducted any other fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

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LETTER FROM GUANGDONG SECURITIES

(4) Flexibility in financing

As advised by the Directors, given that only a further of 4,080 Shares could be issued under the Existing General Mandate, the Group does not obviate the possibilities of capturing investor interests and obtaining equity financing in a timely manner should there be equity investor(s) indicating interest in the existing and prospective businesses of the Company. The Directors believe that the grant of the New General Mandate will provide the Group with flexibility for possible future fund raising, which is in the interests of the Company and the Shareholders as a whole.

As discussed in the foregoing, we consider that the grant of the New General Mandate would provide the Company with the necessary flexibility to fulfil any possible funding needs for future business development and/or investment decisions. The grant of the New General Mandate would provide the Company with the flexibility as allowed under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise. Furthermore, the additional amount of equity which may be raised after the grant of the New General Mandate would provide the Group with more financing options when assessing and negotiating potential investments in a timely manner. Given the financial flexibility available to the Company as discussed above, we are of the opinion that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole.

(5) Other financing alternatives

We have enquired into the Directors and the Directors confirmed that apart from equity financing, the Group will also consider debt financing, such as bank borrowings and issue of bonds, to be other possible fund raising alternatives available to the Group. However, the Directors are of the view that the ability of the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position, on-going litigations and the then prevailing market condition. Furthermore, such alternative may be subject to lengthy due diligence and negotiations with banks. In light of also that debt financing will usually incur interest burden on the Group, the Directors consider debt financing to be relatively costly, uncertain and time-consuming as compared to equity financing, such as placing of new Shares, for the Group to obtain additional funding.

The Directors confirmed that they would exercise due and careful consideration when choosing the optimal financing method available to the Group to the best of their knowledge and belief. With this being the case, along with the fact that the grant of the New General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development, we are of the view that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM GUANGDONG SECURITIES

(6) Potential dilution to shareholding of the existing public Shareholders

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) upon full utilisation of the New General Mandate (assuming no other Shares are issued or repurchased by the Company):

Mr. Hung Chen, Richael_(Note 1) Mr. Zheng Xuefeng ACE Channel Limited(Note 2)_ Existing public Shareholders Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date Number of Shares % 274,640,000 13.32 270,000,000 13.09 178,000,000 8.63 1,339,713,733 64.96 – – 2,062,353,733 100.00	Upon full utilisation of the New General Mandate (assuming no other Shares are issued or repurchased by the Company) Number of Shares % 274,640,000 11.10 270,000,000 10.91 178,000,000 7.19 1,339,713,733 54.13 412,470,746 16.67 2,474,824,479 100.00	Upon full utilisation of the New General Mandate (assuming no other Shares are issued or repurchased by the Company) Number of Shares % 274,640,000 11.10 270,000,000 10.91 178,000,000 7.19 1,339,713,733 54.13 412,470,746 16.67 2,474,824,479 100.00
			100.00

Notes:

1. Mr. Hung Chen, Richael (“ 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.

2. ACE Channel Limited is wholly owned by Mr. Gao Feng, an executive Director.

The table above illustrates that the shareholdings of the existing public Shareholders would decrease from approximately 64.96% as at the Latest Practicable Date to approximately 54.13% upon full utilisation of the New General Mandate (assuming no other Shares are issued or repurchased by the Company). Such potential dilution to the shareholdings of the existing public Shareholders represents a dilution of approximately 10.83 percentage point.

Taking into account that the grant of the New General Mandate (i) would provide an alternative to increase the amount of capital which may be raised under the New General Mandate; (ii) would provide more options of financing to the Group for further development of its business as well as in other potential future investment as and when such opportunities arise; and (iii) the shareholding interests of all the Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilisation of the New General Mandate, we are of the opinion that the potential dilution to the shareholdings of the existing public Shareholders as just mentioned is acceptable.

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LETTER FROM GUANGDONG SECURITIES

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that the grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the grant of the New General Mandate and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.

Yours faithfully, For and on behalf of Guangdong Securities Limited Graham Lam Managing Director

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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 2:30 p.m. on Tuesday, 19 March 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 resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. “THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, grant, distribute and deal with new shares (the “ Shares ”) of HK$0.01 each in the share capital of the Company, and to make, issue or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make, issue or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital of the Company allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, granted, distributed or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined); or

• (ii) any issue of Shares upon the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares; or

• (iii) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or

* For identification purposes only

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NOTICE OF EGM

• (iv) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company and other relevant regulations,

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s articles of association or the applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or stock exchange in any territory outside Hong Kong).”

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

Hong Kong, 4 March 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

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NOTICE OF EGM

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 and Mr. Chiu Sui Keung 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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