Elife Holdings Limited — Proxy Solicitation & Information Statement 2014

Jan 28, 2014

SINO RESOURCES GROUP LIMITED

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

Form of Proxy for Extraordinary General Meeting to be held on 14 February 2014

I/We (Note 1) of being the registered holder(s) of (Note 2) ordinary shares of HK$0.01 each in the capital of Sino Resources Group Limited (the “ Company ”), HEREBY APPOINT (Note 3) the chairman of the meeting, or failing him of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting (“ EGM ”) (or any adjournment thereof) of the Company to be held at Room 2502, 25/F, 9 Queen’s Road Central, Central, Hong Kong on Tuesday, 14 February 2014 at 3 p.m. or any adjournment thereof in respect of the resolutions set out in the notice of EGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
	1.	(a)	The 5th Supplemental Agreement (the “5th Supplemental Agreement”) dated
			11 December 2013 entered into among the Company, Advanced Elation Holdings
			Limited (the “Vendor”), Mr. Fung Denny Kin Tak, Mr. Sun Hao, Mr. Lai Kin
			Kong Nelson and Ms. Wang Hui, in relation to, among others, the amendments to
			certain terms and conditions of the sale and purchase agreement dated 31 March
			2012 entered into among the Company, the Vendor and the guarantors thereto
			(as amended or supplemented by the supplemental agreements (dated 24 April
			2012, 31 May 2012, 29 June 2012 and 20 August 2012 respectively)) and all
			transactions contemplated thereunder (and specifically, all Outstanding Escrow
			Shares (as defined on page 18 of the circular (the “Circular”) issued by the
			Company on 28 January 2014) not distributed to the Vendor will be cancelled by
			the Company instead of being sold to the appointee of the Company as provided
			in the 5th Supplemental Agreement, details of which are set out in the Circular),
			be and are hereby approved, confirmed and ratified; and
		(b)	the directors of the Company (the “Directors”) be and are hereby authorised
			to take all actions and sign, execute and deliver all such agreements, deeds and
			documents for and on behalf of the Company as the Directors may consider
			necessary or desirable for the purpose of effecting or implementing the 5th
			Supplemental Agreement and the proposed amendments and the transactions
			contemplated thereunder.
	2.	(a)	The issue and allotment of not more than 183,716,667 shares of the Company
			at the price of HK$0.139 each (the “New Escrow Shares”) pursuant to the 5th
			Supplemental Agreement is hereby approved, confirmed and ratified; and
		(b)	the Directors be and are hereby authorized, as a specific mandate, to allot, issue
			and otherwise deal with the New Escrow Shares which may be issued by the
			Company upon the implementation of the provisions under the 5th Supplemental
			Agreement.
	3.	The	proposed grant of the new general mandate to the Directors to allot, issue and deal
		with	the new shares of HK$0.01 each in the share capital of the Company not exceeding
		20%	of the issued share capital of the Company as at the date of the EGM.
Signature_(Note 5)_:Date this				day of	, 2014

Notes:

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

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

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

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

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

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

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

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

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

• For identification purposes only