Elife Holdings Limited — Proxy Solicitation & Information Statement 2014

Aug 21, 2014

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino Resources Group Limited , 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 GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES;

(2) PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

UNDER THE SHARE OPTION SCHEME;

(3) RE-ELECTION OF DIRECTORS; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sino Resources Group Limited for the year ended 31 March 2014 to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Friday, 26 September 2014 at 3:00 p.m. is set out on pages 17 to 21 of this circular.

A form of proxy for use at the annual general meeting is enclosed with this circular and is also published on the website of The Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the annual general meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and in any event no later than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting. Completion and delivery of a form of proxy will not preclude you from attending and voting at the relevant annual general meeting or any adjourned meeting thereof should you so wish.

• For identification purposes only

22 August 2014

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Mandate to Issue Shares and Extension of the General Mandate . . . . . . . . . . . . . . . . 4
Proposed Refreshment of the Scheme Mandate Limit under the Share Option Scheme. . . . . . 5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix I – Explanatory Statement on Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . 10
Appendix II – Details of the Directors to be Re-elected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

DEFINITIONS

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

“2013 AGM”

the annual general meeting of the Company for the year ended 31 March 2013 held on 12 August 2013;

• “AGM” the annual general meeting of the Company for the year ended 31 March 2014 to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Friday, 26 September 2014, at 3:00 p.m., or any adjournment thereof, to consider and, if thought fit, approve, among other things, the granting of the Issue Mandate and the Repurchase Mandate to the Directors, the proposed refreshment of the Scheme Mandate Limit and the re-election of Directors;

• “AGM Notice” the notice of the AGM which is set out on pages 17 to 21 of this circular;

• “Articles of Association” the articles of association of the Company;

• “Board” the board of Directors; “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 the Shares of which are listed on the Stock Exchange;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Issue Mandate” a general mandate proposed to be granted to the Directors to allot, issue and otherwise deal with additional Shares with a nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM, as described in the ordinary resolution no. 4(A) in the AGM Notice;

• “Latest Practicable Date” 20 August 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

1

DEFINITIONS

“Repurchase Mandate”	a general mandate proposed to be granted to the Directors to
	empower the Directors to exercise the powers of the Company to
	repurchase the Shares with a nominal amount not exceeding 10%
	of the aggregate nominal amount of the issued share capital of the
	Company as at the date of the AGM, as described in the ordinary
	resolution 4(B) in the AGM Notice;
“PRC”	the People’s Republic of China;
“Scheme Mandate Limit”	has the meaning as defined in the paragraph headed “Letter from the
	Board – Proposed Refreshment of the Scheme Mandate Limit under
	the Share Option Scheme” in this circular;
“Share Option Scheme”	the share option scheme of the Company approved and adopted by the
	Company at the general meeting of the Company held on 8 October
	2010;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	ordinary share(s) with a nominal value of HK$0.01 each in the share
	capital of the Company;
“Shareholder(s)”	the holder(s) of the Shares(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Repurchases, as
	amended, supplemented or otherwise modified from time to time; and
“%”	per cent.

2

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 Mr. Gao Feng Mr. Chiu Sui Keung

Non-executive Director: 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

Principle place of business in Hong Kong: Room 2502, 25/F. 9 Queen’s Road Central, Central Hong Kong

22 August 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES; (2) PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME;

(3) RE-ELECTION OF DIRECTORS; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to consider, and if thought fit, approve, among other things, the following resolutions to be proposed at the AGM:

• (a) the granting of the Repurchase Mandate to the Directors for repurchase of the Shares by the Company;

• For identification purposes only

3

LETTER FROM THE BOARD

• (b) the granting of the Issue Mandate to the Directors to allot, issue and otherwise deal with additional Shares;

• (c) the granting of an extension to the Issue Mandate to include the Shares repurchased under the Repurchase Mandate, if any;

• (d) the proposed refreshment of the Scheme Mandate Limit; and

• (e) the re-election of the retiring Directors.

GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to the ordinary resolution passed by the Shareholders at the 2013 AGM, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase the Shares. Such mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of such resolution. Details of the Repurchase Mandate are set out in the ordinary resolution no. 4(B) in the AGM Notice.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,751,562,400 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing of the resolution approving the Repurchase Mandate will be 375,156,240 Shares.

An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The Repurchase Mandate will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.

GENERAL MANDATE TO ISSUE SHARES AND EXTENSION OF THE GENERAL MANDATE

Pursuant to the ordinary resolution passed by the Shareholders at the extraordinary general meeting held on 14 February 2014, a general mandate was granted to the Directors to allot, issue and deal with up to 750,312,480 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the extraordinary general meeting. Such mandate will lapse at the conclusion of the AGM. Therefore, two ordinary resolutions will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of such resolution at the AGM, and an extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate. Details of the Issue Mandate and its extension are set out in the ordinary resolution nos. 4(A) and 4(C), respectively, in the AGM Notice.

4

LETTER FROM THE BOARD

The Issue Mandate and its extension will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Issue Mandate and its extension is revoked or varied by an ordinary resolution of the Shareholders.

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME

The Company adopted the Share Option Scheme on 8 October 2010. The purpose of the Share Option Scheme is to enable the Company to grant share options to the Eligible Participants as incentive or rewards for their contributions to the Group.

Under the rules of the Share Option Scheme:

• (1) Subject to sub-paragraphs (2) and (3) below, the maximum number of Shares which may be allotted and issued upon exercise of all outstanding options granted under the Share Option Scheme and any other share option scheme(s) of the Company may represent up to 10% of the Shares in issue on the date of approval of the Share Option Scheme by the Shareholders at the 2013 AGM (the “Scheme Mandate Limit”). The Shares underlying any options granted under the Share Option Scheme or any other share option schemes of the Company which have lapsed are excluded for the purpose of the Scheme Mandate Limit.

• (2) The Scheme Mandate Limit may be refreshed at any time by obtaining approval of the Shareholders in general meeting provided that the refreshed Scheme Mandate Limit must not exceed 10% of the Shares in issue as at the date of the Shareholders’ approval thereof. Options previously granted under the Share Option Scheme or any other share option schemes of the Company (including those outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of calculating the total number of Shares subject to the refreshed Scheme Mandate Limit.

• (3) The aggregate number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time.

Under the existing Scheme Mandate Limit, the Directors were authorised to grant options to subscribe for up to 247,482,373 Shares, representing approximately 10% of the issued share capital of the Company as at the date of the 2013 AGM.

5

LETTER FROM THE BOARD

Up to the Latest Practicable Date, options carrying the rights to subscribe for a total of 129,858,000 Shares, representing (i) approximately 5.25% of the total number of Shares in issue as at the date of the 2013 AGM; and (ii) approximately 3.46% of the total number of Shares in issue as at the Latest Practicable Date, have been granted under the Share Option Scheme. As at the Latest Practicable Date, 4,124,000 options were lapsed in accordance with the rules of the Share Option Scheme while no option was exercised nor cancelled.

Since the date of the 2013 AGM and up to the Latest Practicable Date, no option has been granted under the Share Option Scheme.

Since adoption, the outstanding options under the Share Option Scheme is 125,734,000 Shares representing approximately 3.35% of the total number of Shares in issue as at the Latest Practicable Date.

Details of the outstanding options under the Share Option Scheme as at the Latest Practicable Date were as follows:

Exercise price Category of Participants Date of grant Exercise period per Share Directors Ms. Geng Ying 11/02/2011 11/02/2011 to 10/02/2016 HK$0.36 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Mr. Gao Feng 11/02/2011 11/02/2011 to 10/02/2016 HK$0.36 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Mr. Chiu Sui Keung 11/02/2011 11/02/2011 to 10/02/2016 HK$0.36 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Mr. Cheng Wing Keung, 11/02/2011 11/02/2011 to 10/02/2016 HK$0.36 Raymond 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Mr. Lam Williamson 11/02/2011 11/02/2011 to 10/02/2016 HK$0.36 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Mr. Wong Hoi Kuen 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Employees of the Group 11/02/2011 11/02/2011 to 10/02/2016 HK$0.36 29/11/2012 29/11/2012 to 28/11/2017 HK$0.105 Total:

Number of outstanding options 13,000,000 7,622,000 13,000,000 7,622,000 13,000,000 7,622,000 1,300,000 762,000 1,300,000 762,000 762,000 17,100,000 41,882,000

125,734,000

6

LETTER FROM THE BOARD

Following the 2013 AGM and up to the Latest Practicable Date, the Company allotted and issued a total of 1,276,738,667 Shares, comprising (i) 131,840,000 Shares issued to Mr. Lin Long on 23 August 2013 pursuant to the terms and conditions of the convertible notes issued by the Company on 6 July 2012 and the 2nd supplemental agreement dated 25 July 2013; (ii) 175,182,000 consideration Shares issued to GME Holdings Inc. on 4 October 2013 in connection with the Group’s acquisition of 30% of the issued share capital of Global Mining Engineer Inc. pursuant to the sale and purchase agreement dated 23 September 2013; (iii) 286,000,000 Shares issued to Mr. Gong Zhihong on 9 December 2013 pursuant to the subscription agreement dated 27 November 2013; (iv) 183,716,667 Shares issued to Advanced Elation Holdings Limited on 21 February 2014 pursuant to the fifth supplemental deed dated 11 December 2013 to the sale and purchase agreement dated 31 March 2012; and (v) 500,000,000 consideration Shares issued to Mr. Hu Pigang and Bao Sheng Ventures Limited (and/or their respective nominees) on 18 August 2014 in connection with the Group’s acquisition of 10.5% of the issued share capital of Sino United Energy Investment Co., Ltd. pursuant to the sale and purchase agreement dated 27 March 2014. As a result, the number of issued Shares has increased substantially from 2,474,823,733 Shares on the date of the 2013 AGM to 3,751,562,400 Shares as at the Latest Practicable Date. In order to reflect the aforesaid change in the issued share capital of the Company since the 2013 AGM and to provide the Company with more flexibility in providing incentives to those qualified persons for their contributions or potential contributions to the Group by way of granting of share options, an ordinary resolution will be proposed at the AGM to refresh the Scheme Mandate Limit under the Share Option Scheme. The Board considers that such refreshment is in the interests of the Company and the Shareholders as a whole.

It is proposed that, subject to the approval of the Shareholders at the AGM and fulfillment of other applicable requirements under the Listing Rules, the Scheme Mandate Limit be refreshed to 10% of the Shares in issue as at the date of the approval thereof by the Shareholders at the AGM. Options previously granted under the Share Option Scheme or any other share option schemes of the Company (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of the calculation of the Scheme Mandate Limit as refreshed.

On the basis of 3,751,562,400 Shares in issue as at the Latest Practicable Date and assuming that no further allotment and issue of Shares and/or repurchase of Shares up to the date of the AGM, upon the approval of the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM, the refreshed Scheme Mandate Limit will allow the Company to grant options entitling holders thereof to subscribe for up to 375,156,240 Shares, being 10% of the Shares in issue as at the date of the AGM. On the same assumption, the Directors expect that the grant of options in full under the refreshed Scheme Mandate Limit will not cause the Shares to be issued upon the full exercise of the then outstanding options granted and available to be granted under the Share Option Scheme to be in excess of 30% of the Shares in issue from time to time.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the refreshed Scheme Mandate Limit at the AGM; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options granted under the refreshed Scheme Mandate Limit.

7

LETTER FROM THE BOARD

Application will be made to the Stock Exchange for the listing of and permission to deal in 10% of the Shares in issue as at the date of the AGM, which may fall to be issued upon the exercise of any options that may be granted under the refreshed Scheme Mandate Limit.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised seven Directors, of which Ms. Geng Ying, Mr. Gao Feng and Mr. Chiu Sui Keung are executive Directors, Mr. Wang Xihua is a non-executive Director and Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen are independent non-executive Directors.

Pursuant to Article 87(1) of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. In addition, any Director appointed by the Board pursuant to Article 86(2) or Article 86(3) of the Article of Association shall not be taken into account in determining the number of Directors who are to retire by rotation.

In accordance with Article 86(3) of the Articles of Association, Mr. Wang Xihua, who was redesignated as a non-executive Director on 1 February 2014, will retire from his office at the AGM and being eligible, offer himself for re-election at the AGM. In accordance with Article 87(1) and (2) of the Articles of Association, Mr. Gao Feng, Mr. Chiu Sui Keung and Mr. Cheng Wing Keung Raymond will retire from office at the AGM by rotation and being eligible, offer herself/himself for re-election at the AGM.

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

At the AGM, resolution nos. 2(a) to 2(e) will be proposed to approve the re-election of Directors.

AGM

The notice convening the AGM is set out on pages 17 to 21 of this circular.

A form of proxy for use at each of the AGM is enclosed with this circular and is also published on the websites of the Stock Exchange and the Company. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the respective AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the relevant AGM or any adjournment thereof should you so wish.

8

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of poll by the Shareholders.

Mr. Hung Chen Richael, beneficially holding in aggregate of 274,640,000 Shares which represents approximately 7.32% 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 all resolutions at the AGM pursuant to an injunction order granted by the High Court of Hong Kong on 30 March 2010. To the best knowledge of the Directors, having made all reasonable enquiries, save for Mr. Hung Chen Richael, no other Shareholders are required to abstain from voting on any particular resolution at the AGM.

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 Group. 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.

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and the Issue Mandate (and the extension thereto), the proposed refreshment of the Scheme Mandate Limit and the proposed re-election of the retiring Directors are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board Sino Resources Group Limited Chow Chi Fai Company Secretary

9

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the proposed granting of the Repurchase Mandate.

PROVISIONS OF THE LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$37,515,624 comprising 3,751,562,400 Shares. Subject to the passing of the resolution approving the granting of the proposed Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate at the AGM, the Directors will be authorised to repurchase a maximum of 375,156,240 Shares pursuant to the Repurchase Mandate, representing 10% of the issued share capital of the Company as at the date of passing of such resolution.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Repurchase Mandate from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. The timing of such repurchases, the number of Shares to be repurchased, the repurchase price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the prevailing circumstances.

FUNDING OF REPURCHASES

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The Company may not repurchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

10

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it might have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2014, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, result in a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and any other applicable law(s) of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates currently intends to sell the Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected person has notified the Company that he or she or it has a present intention to sell his or her or its Shares to the Company, nor has he or she or it undertaken not to do so, in the event that the Company is authorised to make purchases of the Shares.

11

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:

Month	Share Prices (per Share)	Share Prices (per Share)
	Highest	Lowest
	HK$	HK$
2013
July	0.240	0.110
August	0.160	0.133
September	0.154	0.132
October_(Note)_	0.151	0.134
November_(Note)_	0.146	0.090
December_(Note)_	0.188	0.108
2014
January	0.248	0.146
February	0.212	0.162
March_(Note)_	0.205	0.162
April	0.195	0.161
May	0.212	0.147
June	0.223	0.181
July	0.370	0.185
August (up to the Latest Practicable Date)	0.435	0.300

Note: Trading in the Shares on the Stock Exchange was suspended during the periods from 25 October 2013 to 11 November 2013, from 28 November 2013 to 29 November 2013, from 12 December 2013 to 13 December 2013, and from 27 March 2014 to 28 March 2014.

EFFECTS OF TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company and as at the Latest Practicable Date, the largest Shareholder, Mr. Hung Chen Richael (“Mr. Hung”) was deemed to be interested in a total of 621,640,000 Shares, representing approximately 16.57% of the issued share capital of the Company as at the Latest Practicable Date. Such interests represent the interests in (i) 76,640,000 Shares beneficially owned by Mr. Hung; (ii) 347,000,000 Shares convertible at HK$0.5 per Share from convertible notes issued by the Company in the outstanding principal amount of HK$173,500,000; (iii) 100,000,000 Shares and 98,000,000 Shares owned by Mega Wealth Capital Limited (“Mega Wealth”) and Webright Limited (“Webright”), respectively. As both Mega Wealth and Webright are wholly owned by Mr. Hung, Mr. Hung is deemed to be interested in these 198,000,000 Shares under the SFO.

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EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

Assuming that there are no alteration to the existing shareholding of Mr. Hung as well as other changes in the shareholding structure of the Company, upon exercise of the Repurchase Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the shareholding of Mr. Hung in the Company would be increased to approximately 18.41% of the issued share capital of the Company. Accordingly, Mr. Hung will not have any obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise in full the power to repurchase Shares under the approved Repurchase Mandate.

The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in takeover obligations or the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.

SHARE REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s shares during the six months preceding the Latest Practicable Date.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

Biographical Information

Executive Directors

Mr. GAO Feng , aged 44, was appointed as the vice chairman and an executive Director on 15 June 2009. He has extensive management experience in particular for PRC businesses for over 13 years, and has served various important roles in a couple of listed companies and sizable financial institutions. Mr. Gao was the former president of North America for I.N.C. Financial Organization Ltd. and the former president of Asia-Pacific for Morgan Funding Organization. Mr. Gao holds a master’s degree in business administration from Keuka College in New York.

A service contract for a term of three years commencing from 15 June 2009 was entered into between the Company and Mr. Gao which has already been renewed for another 3 years. He is entitled to a Director’s emolument of HK$3,120,000 per annum which was determined with reference to his experience and responsibilities and is subject to the review of the remuneration committee from time to time.

Other than his past directorship in China Infrastructure Investment Limited (Stock code: 600) as disclosed above, Mr. Gao did not hold any directorship in listed public companies in the last three years, and he is not related to any Director, senior management or substantial or controlling Shareholder of the Company.

As at the Latest Practicable Date, Mr. Gao was beneficially interested in 178,000,000 Shares and 20,622,000 share options, representing approximately 4.74% and 0.55% respectively of the issued share capital of the Company. Save for the aforesaid, Mr. Gao did not have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, Mr. Gao has confirmed that he is not aware of any other matters or information that needed to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules.

Mr. CHIU Sui Keung , aged 47, was appointed as the chief executive officer and an executive Director on 20 April 2009. Mr. Chiu has over 19 years’ experience in the financial industry and accounting field. He has possessed extensive experience in corporate finance including initial public offerings, takeovers, mergers and acquisitions, fund raising and corporate advisory. Mr. Chiu graduated with a Bachelor’s Degree in Commerce from the University of Melbourne, Australia and has obtained a Master’s Degree in Applied Finance from Macquarie University in Sydney, Australia. He has also obtained a Diploma in Practices in Chinese Laws and Regulations Affecting Foreign Businesses jointly organized by Southwest University of Political Science and Law, the PRC and the Hong Kong Management Association. At present Mr. Chiu is an independent non-executive director of King Stone Energy Group Limited (stock code: 0663).

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

A service contract for a term of three years commencing from 20 April 2009 was entered into between the Company and Mr. Chiu and has already been renewed for another 3 years. He is entitled to a Director’s emolument of HK$1,536,000 per annum which was determined with reference to his experience and responsibilities and is subject to the review of the remuneration committee from time to time.

Save for the aforesaid, Mr. Chiu did not hold any directorships in listed public companies in the last three years, and he is not related to any Director, senior management or substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Chiu was beneficially interested in 20,622,000 share options, representing approximately 0.55% of the issued share capital of the Company. Save for the aforesaid, Mr. Chiu did not have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, Mr. Chiu has confirmed that he is not aware of any other matters or information that needed to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules.

Non-executive Director

Mr. WANG Xihua , aged 47, has over 18 years of commercial experience in business development and enterprise management in the PRC and 5 years of teaching experience in the chemical engineering profession. Mr. Wang has previously held positions in the senior management of a state-owned enterprise and certain large corporations in the PRC. Mr. Wang graduated from the Faculty of Chemical Engineering at 武漢鋼鐵學院 (Wuhan Institute of Iron and Steel, currently called Wuhan University of Science and Technology) in 1989. In addition, Mr. Wang completed a graduate program in business administration from the Guanghua School of Management of Peking University in 2003.

No service contract has been entered into between the Company and Mr. Wang. Mr. Wang’s emolument is determined on annual basis and reviewed by the remuneration committee with reference to his experience and responsibilities.

Save as disclosed above, Mr. Wang did not hold any other position in the Company or any other member of the Company’s group companies as at the Latest Practicable Date.

Mr. Wang is not related to any Director, senior management or substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Wang did not have any interests in the Shares within the meaning of Part XV of the SFO or hold any directorship in other listed public companies in the last three years.

Save as disclosed above, Mr. Wang has confirmed that he is not aware of any other matters or information that needed to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Independent non-executive Director

Mr . CHENG Wing Keung, Raymond , aged 54, was appointed as an independent non-executive Director on 25 August 2007. Mr. Cheng is a solicitor practicing in Hong Kong and has over 23 years of experience in corporate, company secretarial and listing affairs. He is an associate member of The Institute of Chartered Secretaries and Administrators in United Kingdom and The Hong Kong Institute of Company Secretaries in Hong Kong. He holds a degree in laws in the University of London and a Master Degree in Business Administration in the University of Strathclyde, Scotland. Mr. Cheng was an independent non-executive director at China Investment Fund Company Limited (Stock code: 0612) from 30 September 2004 to 23 March 2012 and Emperor Capital Group Limited (Stock code: 0717) from 1 March 2007 to 27 March 2014. At present, he is an independent non-executive director of Skyfame Realty (Holdings) Limited (Stock code: 0059).

There is no service contract entered into between the Company and Mr. Cheng. Mr. Cheng will be paid an amount of HK$10,000 per month, which has been determined based on the remuneration policy of the Company.

Save as disclosed above, Mr. Cheng did not hold any directorship in listed public companies in the last three years and, he is not related to any Director, senior management or substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Cheng was beneficially interested in 2,062,000 share options, representing approximately 0.055% of the issued share capital of the Company. Save for the aforesaid, Mr. Cheng did not have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, Mr. Cheng has confirmed that he is not aware of any other matters or information that needed to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules.

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NOTICE OF AGM

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 the annual general meeting (the “ Meeting ”) of Sino Resources Group Limited (the “ Company ”) will be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Friday, 26 September 2014, at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the audited consolidated financial statements and the reports of the directors of the Company (the “ Directors ” and each a “ Director ”) and the auditor for the financial year ended 31 March 2014.

2. To re-elect the retiring Directors and authorise the board of Directors of the Company (the “ Board ”) to fix the respective remuneration of the Directors:

3. (a) to re-elect Mr. Gao Feng as an executive Director;

4. (b) to re-elect Mr. Chiu Sui Keung as an executive Director;

5. (c) to re-elect Mr. Wang Xihua as a non-executive Director;

6. (d) to re-elect Mr. Cheng Wing Keung Raymond as an independent non-executive Director;

7. (e) to authorise the Board to fix the Directors’ remuneration.

8. To re-appoint HLB Hodgson Impey Cheng Limited as the Company’s auditor and authorise the Board to fix their remuneration for the year ending 31 March 2015.

9. For identification purposes only

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NOTICE OF AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

2. (A) “ THAT :

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (as amended from time to time) (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

   • (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company, or (c) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

   • (iv) for the purpose of this resolution: “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

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

     • (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF AGM

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

“Rights Issue” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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 legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).”

• (B) “ THAT :

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission for this purpose, subject to and in accordance with all applicable rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and are applicable laws in this regard be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of shares of the Company which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (iii) for the purpose of this resolution: “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

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

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  • (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.”

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NOTICE OF AGM

(C) “ THAT

• conditional upon the passing of the resolutions numbered 4(A) and 4(B) of the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution numbered 4(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

• “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the shares in the capital of the Company issuable upon exercise of the options to be granted pursuant to the authority hereby given, the Board be and is hereby authorised (i) to grant options under the Share Option Scheme adopted on 8 October 2010 to such extent that the total number of shares in the capital of the Company which may be issued upon the exercise of such options shall represent up to 10 per cent. of the number of shares in the capital of the Company in issue as at the date of the passing of this resolution (the “Refreshed Scheme Mandate”); and (ii) to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Refreshed Scheme Mandate.”

By Order of the Board Sino Resources Group Limited Chow Chi Fai Company Secretary

Hong Kong, 22 August 2014

Notes:

• (a) Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form 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 with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting thereof.

• (b) In relation to proposed resolution numbered 2 above, Mr. Gao Feng, Mr. Chiu Sui Keung, Mr. Wang Xihua and Mr. Cheng Wing Keung Raymond will retire from their offices as Directors at the Meeting and, being eligible, they will offer themselves for re-election. Particulars of the retiring Directors to be offered for re-election are set out in Appendix II to this circular.

• (c) In relation to the proposed resolutions numbered 4(A) to 4(C) above, the Directors wish to state that they have no immediate plans to issue any new shares or repurchase any existing shares of the Company.

• (d) In relation to the proposed resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.

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NOTICE OF AGM

• (e) As at the date of this notice, the Board comprised seven Directors, of which Ms. Geng Ying, Mr. Gao Feng and Mr. Chiu Sui Keung are executive Directors, Mr. Wang Xihua is a non-executive Director and Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson and Mr. Wong Hoi Kuen are independent non-executive Directors.

• (f) The register of members of the Company will be closed from Tuesday, 23 September 2014 to Friday, 26 September 2014 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 22 September 2014.

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