Elife Holdings Limited — Proxy Solicitation & Information Statement 2015

May 15, 2015

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 stockbroker or other registered dealer 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 or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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)

SETTLEMENT OF THE LEGAL PROCEEDINGS BETWEEN THE COMPANY AND THE TRUSTEES OF BANKRUPT, MR. HUNG AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 5 to 16 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Tuesday, 2 June 2015 at 3:00 p.m. is set out on pages 17 to 18 of this circular.

A form of proxy for use at the extraordinary 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 extraordinary 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 extraordinary 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 extraordinary general meeting or any adjourned meeting thereof should you so wish.

• for identification purpose only

15 May 2015

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Events leading to the legal proceedings between
the Company and Mr. Hung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Settlement Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Financial effect of the settlement on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Information relating to the parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Reasons for entering into the Settlement Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

DEFINITIONS

In this circular (other than in the notice of the EGM), unless the context otherwise requires, the following expressions have the following meanings:

• “Board” the board of Directors “Business Day” a day (other than a Saturday or Sunday) on which banks in Hong Kong are generally open for business

• “Coal Mine” A coal mine situated at Jixian County, Shuangyashan City, Heilongjiang Province, the People’s Republic of China

• “Coal Mine Company” Shuangyashan Northern Sheng Ping Mining Limited (雙鴨山北 方升平礦業有限責任公司), previously known as Jiamusi Sheng Ping Coal Mine (佳木斯升平煤礦)

• “Company” Sino Resources Group Limited (formerly known as Kenfair International (Holdings) Limited), a company whose Shares are listed on the main board of the Stock Exchange with a stock code of 223

• “Company’s Apportioned Shares” 55% of the Shares under the Injunction Order, equivalent to 151,052,000 Shares

• “Company Approval” the sanction and/or approval of the directors of the Company and Shareholders and relevant regulators (including the Stock Exchange and the SFC) for the terms of the Settlement Deed and the entry into the same by the Company

• “Convertible Note” the convertible note in the principal amount of HK$345,000,000 convertible into the Shares at HK$0.5 each issued by the Company to Mr. Hung on or about 31 March 2008 as part consideration for the WG Agreement

• “Consideration Shares” 70,000,000 Shares at an issue price of HK$0.5 as part of the consideration for the WG Agreement

• “Court Deposit” the court deposit of HK$10,000,000 paid by the Company in HCA 2477/2009 and interest accrued therein

• “Court Sanction” the Court’s sanction on the terms of the Settlement Deed and the entry into the same by the Trustees

• “Directors”

the directors of the Company

1

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Settlement Deed and the transactions contemplated thereunder

• “First HCA 2477/2009 Consent the consent summons in the agreed form set out in the Settlement Summons” Deed in respect of HCA 2477/2009 consenting, among other matters, the release of the Court Deposit

• “Group” the Company and its subsidiaries “HCA 2477/2009” the legal proceedings under High Court Action No. 2477 of 2009 in the Court of First Instance of Hong Kong commenced by the Company against Mr. Hung, Mega Wealth and Webright

• “HCA 1058/2010” the legal proceedings under High Court Action No. 1058 of 2010 between Mr. Hung and the Company in the Court of First Instance of Hong Kong transferred from the Labour Tribunal Claim No. LBTC 1585/2010

• “HCCW 48/2010” the legal proceedings under High Court Companies Windingup No. 48 of 2010 in the Court of First Instance of Hong Kong commenced by Mr. Hung on 28 January 2010 for the winding-up of the Company

• “HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region

• “Injunction Order” the Injunction Order dated 22 January 2010 under HCA 2477/2009 and re-granted on 30 March 2010

• “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange “Loans and Advancements” the outstanding loans and advancements made by Mr. Hung to the Company between 4 December 2008 to 3 December 2009 in the sum of (a) HK$3,000,000 bearing interest at a fixed rate of 8% per annum pursuant to a loan agreement dated 4 December 2008 (which was due on 3 December 2009); (b) HK$8,000,000 bearing interest at a fixed rate of 8% per annum pursuant to a loan agreement dated 4 March 2009 (which was due on 8 March 2010); and (c) HK$1,600,000 (non-interest bearing and repayable on demand)

2

DEFINITIONS

“Mega Wealth”	Mega Wealth Capital Limited
“Mine Seller”	Heilongjiang Northern Enterprise Group Limited
“Mr. Hung”	Mr. Hung Chen Richael, who was adjudged bankrupt on 19
	February 2014
“Outstanding Convertible Note”	the Convertible Note in an amount of HK$173,500,000 which
	remains outstanding and the conversion right of which has not yet
	been exercised
“Outstanding Cash Consideration”	a sum of HK$158,600,000, being the remaining balance of cash
	consideration payable by the Company to Mr. Hung pursuant to
	the WG Agreement
“Parties”	the parties to the Settlement Deed, including the Company, the
	Trustees, Mega Wealth and Webright
“RMB”	Renminbi, the lawful currency of the PRC
“Security Deposit”	the security deposit of HK$10,658,922 deposited in a designated
	bank account by the Company in relation to HCCW 48/2010 and
	interest accrued therein
“Settlement Deed”	a settlement deed dated 24 April 2015 entered into between the
	Company, the Trustees, Mega Wealth and Webright
“Second HCA 2477/2009	the consent summons in the agreed form set out in the Settlement
Consent summons”	Deed in respect of HCA 2477/2009 consenting, among other
	matters, the discharge of the Injunction Order
“SFC”	Securities and Futures Commission of Hong Kong
“Shareholders”	the shareholders of the Company
“Shares”	the shares of the Company
“Shares under the Injunction Order”	an aggregate of 274,640,000 Shares subject to the Injunction
	Order, being the sum of 76,640,000 Shares held by Mr. Hung,
	100,000,000 Shares held by Mega Wealth and 98,000,000 Shares
	held by Webright
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Trustees”	Cosimo Borrelli and Chan Ho Yin, who are the joint and several
	trustees of the property of Mr. Hung appointed on 30 April 2014
	and the directors of Mega Wealth and Webright with effect from 6
	June 2014

3

DEFINITIONS

“Trustees’ Apportioned Shares” 45% of the Shares under the Injunction Order, equivalent to 123,588,000 Shares “Trustees’ Disposal Period” a period of 3 months after the distribution of the Company’s Apportioned Shares and the Trustees’ Apportioned Shares pursuant to the terms and conditions of the Settlement Deed “Wealth Gain” Wealth Gain Global Investment Limited “Webright” Webright Limited “WG Agreement” a conditional agreement entered into between the Company and Mr. Hung dated 25 September 2007 and the subsequent supplemental agreements thereof

4

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 Directors: Mr. Wang Xihua

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

Independent non-executive Directors:

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

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

15 May 2015

To the Shareholders

Dear Sir or Madam,

SETTLEMENT OF THE LEGAL PROCEEDINGS BETWEEN THE COMPANY AND THE TRUSTEES OF BANKRUPT, MR. HUNG AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

References are made to the announcements of the Company dated 16 December 2009, 8 January 2010, 25 January 2010, 2 February 2010, 12 February 2010, 30 March 2010, 28 April 2010, 13 September 2010, 21 September 2010, 6 October 2010, 7 October 2011, 13 October 2011, 27 August 2013, 19 February 2014 and 27 April 2015 in relation to, among other matters, the legal proceedings between Mr. Hung and the Company.

• for identification purpose only

5

LETTER FROM THE BOARD

On 24 April 2015, the Company, the Trustees, Mega Wealth and Webright entered into the Settlement Deed, pursuant to which the Parties agreed, without admission of any liability, to settle all the legal proceedings among the Parties in accordance with the terms and condition therein.

The purpose of this circular is to provide you with, among other things, further details of the Settlement Deed and a notice of the EGM.

EVENTS LEADING TO THE LEGAL PROCEEDINGS BETWEEN THE COMPANY AND MR. HUNG

The sequence of events leading to the legal proceedings between the Company and Mr. Hung and the details of the legal proceedings are summarized as follows:–

• (1) On 18 July 2007, Mr. Hung, via Wealth Gain entered into a framework agreement with the Mine Seller to acquire the entire issued capital of the Coal Mine Company which owned the Coal Mine. On 30 October 2007, a formal agreement was entered into between Wealth Gain and the Mine Seller in respect of such acquisition for the consideration of RMB140,000,000.

• (2) On 25 September 2007, the Company and Mr. Hung entered into the WG Agreement, pursuant to which, the Company agreed to acquire from Mr. Hung the entire issued capital of Wealth Gain for HK$700,000,000 on condition that the Coal Mine be owned by Wealth Gain through its ownership of the Coal Ming Company at the time of the completion of the WG Agreement and such consideration shall be satisfied in the following manner:

• (i) the Company shall pay Mr. Hung a deposit of HK$20,000,000;

• (ii) on completion of the WG Agreement, the Company shall issue the Consideration Shares;

• (iii) the Company shall issue the Convertible Note; and

• (iv) 6 months after completion (or such other date as the parties may agree), the Company shall pay HK$300,000,000.

• (3) On 31 March 2008, the WG Agreement was allegedly completed and the Company paid part consideration to Mr. Hung and acquired Wealth Gain as follows:

• (i) payment of HK$20,000,000 by the Company to Mr. Hung on or about 25 September 2007;

• (ii) the Company issued the Consideration Shares on or about 31 March 2008;

• (iii) the Company issued the Convertible Note on or about 31 March 2008;

• (iv) the Company paid HK$33,000,000 and HK$8,400,000 to Mr. Hung on 18 April 2008 and 11 July 2008 respectively; and

6

LETTER FROM THE BOARD

• (v) the Company paid HK$100,000,000 (comprising HK$97,000,000 in cash and HK$3,000,000 recorded as a loan from Mr. Hung) on or about 4 December 2008.

• (4) By a claim dated 17 January 2009 made in the Supreme People’s Court in Heilongjiang by the Mine Seller against Wealth Gain, the Mine Seller had sought rescission of the sale of the Coal Mine to Wealth Gain and the return of equity interest in the Coal Mine Company to the Mine Seller. By a judgment dated 5 February 2010, the Supreme People’s Court in Heilongjiang ordered the rescission of the sale of the Coal Mine to Wealth Gain and the return of the equity interest in the Coal Mine Company to the Mine Seller.

• (5) On 15 December 2009, the Company commenced legal proceedings against Mr. Hung, Mega Wealth and Webright under HCA2477/2009, under which, the Company alleged, among other things, that Mr. Hung:–

• (i) misrepresented various facts and matters to the Company to induce the Company to enter into the WG Agreement;

• (ii) fraudulently misrepresented the validity of the Formal Agreement;

• (iii) breached warranties set out in the WG Agreement; and

• (iv) breached his duties owned to the Company as a director.

• (6) The Company under HCA 2477/2009 claims the following:–

• (i) against Mr. Hung, among other things:–

  • (a) rescission of the WG Agreement;

  • (b) the 76,640,000 Shares issued to and held in the name of Mr. Hung at an issue price of HK$0.5 per share;

  • (c) the 100,000,000 Shares converted from HK$50,000,000 Convertible Note on or about 29 April 2008 and transferred to International Gold Profit Limited by Mr. Hung, or alternatively, damages to be assessed;

  • (d) the traceable equivalent of the 38,360,000 Shares disposed of by Mr. Hung in or about May 2008 or alternatively, damages to be assessed;

  • (e) the Convertible Note in the principal amount of HK$173,500,000 which has not yet been converted into the Shares at a conversion price of HK$0.5 per Share;

  • (f) further or alternatively, all payments made by the Company to Mr. Hung and/or damages arising from the breach of the WG Agreement;

7

LETTER FROM THE BOARD

  - (g) a declaration that Mr. Hung holds the Consideration Shares and the Convertible Note and their traceable equivalent on trust for the Company and that all necessary tracing orders accounts and inquiries be taken as to what had happened to the said Consideration Shares and Convertible Note and to ascertain the traceable equivalent thereof;

• (ii) against Mega Wealth, among other things:

  • (a) the 100,000,000 Shares issued to Mr. Hung as Convertible Note which was converted and passed to Mega Wealth at an issue price of HK$0.5 per share;

  • (b) further or alternatively, all loss and/or damages (to be assessed) arising from the matters;

• (iii) against Webright:–

  • (a) the 98,000,000 Shares issued to Mr. Hung as Convertible Note which was converted and passed to Webright at an issue price of HK$0.5 per Share;

  • (b) further or alternatively, all loss and/or damages (to be assessed) arising from matters pleaded;

• (7) On 22 January 2010, the Company applied and obtained the Injunction Order against Mr. Hung, Mega Wealth and Webright prohibiting disposal of, deal with or diminish the value of the following assets:

• (i) 76,640,000 Shares issued to Mr. Hung at HK$0.5 per Share;

• (ii) The remaining value of the Convertible Note;

• (iii) 100,000,000 Shares issued to Mr. Hung as Convertible Note which was converted into Shares and passed to Mega Wealth; and

• (iv) 98,000,000 Shares issued to Mr. Hung as Convertible Note which was converted into Shares and passed to Webright.

• (8) On 10 February 2010, the Company paid the Court Deposit into the Court as fortification of undertaking of damages for the continuation of the Injunction Order. The Injunction Order was re-granted on 30 March 2010 and is still in place now;

• (9) By the defence and counterclaim dated 19 March 2010, amended on 16 January 2012 and subsequently re-amended on 24 September 2013, Mr. Hung refuted and defended all claims made by the Company and in return, counterclaimed the Company for the following:

• (i) the amount of HK$158,600,000 alleged to be the remaining balance of cash consideration payable by the Company to the Mr. Hung pursuant to the sale and purchase of Wealth Gain, being the Outstanding Cash Consideration;

• (ii) repayment of Loans and Advancements made by Mr. Hung to the Company together with interests; and

8

LETTER FROM THE BOARD

• (iii) HK$173,500,000 allegedly payable by the Company to Mr. Hung in relation to the outstanding principal amount of the Convertible Note, being the Outstanding Convertible Note.

• (10) On 30 April 2010, Mr. Hung commenced legal proceedings in the Labour Tribunal under claim no. LBTC1585/2010. Part of the claim for reimbursement of expenses was transferred to High Court under HCA 1058/2010. Mr. Hung claimed against the Company under HCA 1058/2010, among other things, for the unpaid salary and expenses allegedly incurred by Mr. Hung in the course of his employment in the total sum of HK$3,212,137.70. In the same proceedings, the Company counterclaimed against Mr. Hung for expenses of HK$67,569 allegedly wrongfully incurred by Mr. Hung during the course of his employment.

• (11) On 28 January 2010, Mr. Hung applied for the winding-up of the Company under HCCW48/2010 for a debt of HK$41,000,000 plus interest. On 24 August 2010, Mr. Hung amended the winding up petition, including and among others, a reduction of debt to HK$9,600,000 (comprising a HK$8,000,000 loan pursuant to a loan agreement dated 4 December 2008 and a HK$1,600,000 non-interest bearing loan). Pursuant to the Order made by the Court on 5 November 2010 made upon an undertaking given by the Company to the Court, the Company deposited the Security Deposit into a designated interest-bearing account as security for the petitioning debt claimed by Mr. Hung. On 24 February 2014, the Court approved the joint application of the Company and Mr. Hung to dismiss the petition upon the undertaking given by the Company to the Court that it shall not in any way dispose of or deal with the Security Deposit (and interest accrued) deposited at a designated bank account until after determination of HCA 2477/2009 or until such time as may be agreed between the Company and Mr. Hung.

• (12) Mr. Hung was adjudged bankrupt on 19 February 2014 and on 30 April 2014, the Trustees were appointed. The Company filed a proof of debt against the estate of Mr. Hung on 29 April 2014 for HK$600,644,853 plus other unliquidated sums. Subsequently, by written resolutions passed by Mr. Hung, the Trustees were appointed directors of Webright and Mega Wealth in place of their existing directors with effect from 6 June 2014.

• (13) Without admission of liability and subject to obtaining the Court Sanction and the Company Approval, the Trustees, the Company, Mega Wealth and Webright agreed to enter into the Settlement Deed to reach a full and final settlement on all the legal proceedings.

SETTLEMENT DEED

Date

24 April 2015

Parties

• (1) the Company;

• (2) the Trustees;

• (3) Mega Wealth; and

• (4) Webright

9

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, save for the 76,640,000 Shares in the name of Mr. Hung vested in the Trustees and the 100,000,000 Shares and 98,000,000 Shares in the name of Mega Wealth and Webright indirectly held by the Trustees through Mega Wealth and Webright, representing 7.11% of the issued share capital in the Company, each of the Trustees, Mega Wealth and Webright and its ultimate beneficial owner is third parties independent of the Company.

Conditions Precedent

The Settlement Deed shall become effective upon signing and exchanging of the signing pages among the parties and the Court Sanction and the Company Approval having been obtained. In the event that any of the Court Sanction and/or the Company Approval is not granted, the Settlement Deed shall be null and void ab initio and deemed to be made on a without prejudice basis and no Party shall have any claims against any other Party arising out of or in connection with the Settlement Deed and no Party shall produce the Settlement Deed or the content thereof as evidence in any legal proceedings. Without prejudice to the aforesaid, if the Court or any regulator expresses any reservation on the terms of the Settlement Deed, the Parties shall negotiate in good faith to suitably amend such terms so as to make them acceptable to the Court or relevant regulator.

Principal Terms

The Parties agreed that, without admission of any liability:

• (1) the Court Deposit including the interest shall be released to the legal representative of the Company to hold the funds in escrow on behalf of the Company (“ Escrow Funds 1 ”) pursuant to the Order which the Court may make consequent upon the First HCA2477/2009 Consent Summons;

• (2) upon the legal representative of the Company receiving the sealed copy of the Order made consequent upon the First HCA 2477/2009 Consent Summons, the Company shall pay HK$9,600,000 to the legal representative of the Trustees to hold the funds in escrow on behalf of the Trustees (the “ Company’s Payment ”) within 3 Business Days thereafter, whether out of the Security Deposit or otherwise. Upon paying the Company’s Payment to the legal representative of the Trustees, the Company shall pay the Security Deposit, or its remaining balance (as the case may be), including interest accrued to the legal representative of the Company to hold the funds in escrow on behalf of the Company (“ Escrow Funds 2 ”);

• (3) the legal representative of the Trustees shall immediately release the Company’s Payment and any interest accrued thereon to the Trustees upon service of the sealed order of the Second HCA 2477/2009 Consent Summons on the legal representative of the Company;

• (4) the legal representative of the Company shall immediately release Escrow Funds 1 and Escrow Funds 2 and any interest accrued thereon to the Company upon service of the sealed order for the Second HCA 2477/2009 Consent Summons. Thereafter, the Company shall be entitled to deal with them freely at its own disposal without any limitation or restriction;

10

LETTER FROM THE BOARD

• (5) Upon the legal representative of the Trustees receiving the Company’s Payment, the Parties shall take all necessary steps to apply the discharge of the Injunction Order by the Second HCA 2477/2009 Consent Summons. Upon the Trustees’ legal representative paying the Company’s Payment to the Trustees according to paragraph 3 above, the Shares under the Injunction Order or the net proceeds realized from disposal of the Shares under the Injunction Order shall be distributed as follows:

• (i) 55% of the Shares under the Injunction Order, equivalent to 151,052,000 Shares, be distributed to the Trustees and sold and the net proceeds shall be paid to the Company (i.e. the Company’s Apportioned Shares); and

• (ii) 45% of the Shares under the Injunction Order, equivalent to 123,588,000 Shares, be distributed to the Trustees (i.e. the Trustees’ Apportioned Shares);

• (6) the Trustees shall have the option of:

• (i) selling the Trustees’ Apportioned Shares first within the Trustees’ Disposal Period. If and when the Trustees’ Apportioned Shares are fully disposed of before the expiry of the Trustee Disposal Period, the Trustees shall notify the Company in writing within 3 Business Days thereafter. Before the expiry of the Trustees’ Disposal Period or the notification of by the Trustees that they have fully disposed of the Trustees’ Apportioned Shares, whichever is earlier, the Company must not sell any Company’s Apportioned Shares without the Trustees’ written consent; or

• (ii) appointing a joint agent with the Company to sell the Company’s Apportioned Shares and the Trustees’ Apportioned Shares together. The net proceeds (after deduction of costs and expenses) be apportioned and distributed 55% to the Company and 45% to the Trustees;

• (7) the Outstanding Convertible Note shall be cancelled. The Trustee shall, within 3 Business Days after the service of the sealed orders for the Second HCA 2477/2009 Consent summons and the consent summons in respect of HCA 1058/2010, whichever is later, entered into a cancellation deed with the Company for the cancellation of the Outstanding Convertible Note;

• (8) upon the Trustees’ receipt of the Company’s Payment, the Trustees and the Company will take all steps necessary to discontinue the proceedings of HCA 2477/2009 between the Company, Mr. Hung, Webright and Mega Wealth with no order as to costs as follows:

• (i) the Trustees and the Company shall forthwith procure their respective legal representative to sign the Second HCA 2477/2009 Consent Summons for the mutual dismissal of claims and counterclaims in the action and the Trustees shall procure the filing of such consent summons with the Court of First Instance in Hong Kong; and

• (ii) the legal representative of the Trustees shall serve a sealed copy of the Order made consequent upon the Second HCA 2477/2009 Consent Summons on the legal representative of the Company on the same day of the sealing thereof by the Court;

11

LETTER FROM THE BOARD

• (9) upon the Trustees’ receipt of the Company’s Payment, the Trustees and the Company will take all steps necessary to discontinue the proceedings of HCA 1058/2010 between Mr. Hung and the Company with no order as to costs as follows:

• (i) the Trustees and the Company shall forthwith procure their respective legal representative to sign a consent summons in respect of HCA 1058/2010 for the mutual dismissal of claims and counterclaims in the action at the same time when the Second HCA 2477/2009 Consent Summons is signed and the Trustees shall procure the filing of such consent summons with the Court of First Instance of Hong Kong; and

• (ii) the legal representative of the Trustees shall serve a sealed copy of the Order made consequent upon the consent summons mentioned in paragraph 9(i) above on the legal representative of the Company;

• (10) within 3 Business Days of the legal representative of the Company being served with the sealed orders for the Second HCA 2477/2009 Consent Summons and the Consent Summons for HCA 1058/2010, whichever is later, the Company shall execute and serve a copy of the letter of withdrawal on the Trustees for the purpose of withdrawing the Company’s proof of debt filed in the bankruptcy proceedings of Mr. Hung;

• (11) upon the Settlement Deed becoming effective, the Trustees, Mega Wealth and Webright irrevocably and unconditionally discharges, waives and releases all claims (including any claim for costs and interest) which they may have had or may have or will have against the Company relating to any matter between the Trustees, Mr. Hung, Mega Wealth, Webright and the Company including but not limited to any payments or issues arising from the WG Agreement, the Convertible Note, the Loans and Advancements, HCA 2477/2009, HCA 1058/2010 and HCCW 48/2010; and

• (12) upon the Settlement Deed becoming effective, the Company irrevocably and unconditionally discharges, waives and releases all claims (including any claim for costs, interest and filing proof of debt) which they may have had or may have or will have against the Trustees, Mr. Hung, Mega Wealth and Webright relating to any matter between the Trustees, Mr. Hung, Mega Wealth, Webright and the Company including but not limited to any payments or issues arising from the WG Agreement, the Convertible Note, the Loans and Advancements, HCA 2477/2009, HCA 1058/2010 and HCCW 48/2010.

FINANCIAL EFFECT OF THE SETTLEMENT ON THE COMPANY

Upon the Settlement Deed becoming effective and completion of performance of all the steps contemplated in the Settlement Deed, the financial effects of the settlement on the Company will be as follow:

• (1) the liability in the amount of HK$173,500,000 being the outstanding principal of the Convertible Note will be waived;

12

LETTER FROM THE BOARD

• (2) the liability in the amount of HK$3,000,000, together with the accrued interest in the amount of HK$1,547,266, being part of the Loans and Advancements as at the date of this circular with interest to be accrued thereafter will be waived;

• (3) the accrued interest of HK$3,959,468 for the liability in the amount of HK$8,000,000 being part of the Loans and Advancement as at the date of this circular with interest to be accrued thereafter will be waived;

• (4) the liability in the amount of HK$9,600,000 will be settled by the Company’s Payment;

• (5) the Outstanding Cash Consideration in an amount of HK$158,600,000 alleged to be the remaining balance of cash consideration under the WG Agreement will be waived; and

• (6) the Company will receive net proceeds for the sale of the Company’s Apportioned Shares (i.e. 151,052,000 Shares). For illustrative purpose only, based on the closing price of the Shares of HK$0.255 on the latest trading day (i.e. 15 May 2015), the gross proceed from the sale will be approximately HK$38,518,260. The Company will make further announcement regarding the details of the sale of the Company’s Apportioned Shares as and when appropriate.

Further, the Company will be able to utilize two sums of deposit as follow:

• (1) the Court Deposit in the total sum of HK$10,000,000 plus interest which was deposited with the Court as fortification of damages for the Injunction Order will be released to the Company; and

• (2) the Security Deposit of HK$10,658,922 together with interest accrued deposited in a designated bank account in connection with the proceedings of HCCW 48/2010, or its remaining balance after the Company’s Payment will be released to the Company.

The Board considers the current liabilities under the Settlement Deed will be reduced by an amount of approximately HK$349,658,000 and the net assets will be increased by an amount of approximately HK$340,058,000 as compared with unaudited interim results as at 30 September 2014. Subject to the review by the Company’s auditors, there will be an extraordinary gain in a total sum of (i) approximately HK$340,607,000; (ii) an amount equivalent to the interest to be accrued on the Loans and Advancements; and (iii) the net proceeds for the sale of 151,052,000 Shares, being the Company’s Apportioned Shares, in the next financial year ending 31 March 2016.

INFORMATION RELATING TO THE PARTIES

(1) The Company

The Company is a company incorporated in the Cayman Islands with limited liability with its Shares listed on the main board of the Stock Exchange. The Group is principally engaged in investing and developing in unconventional gas business, coal trading business, provision of agency services and trading of commodities.

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LETTER FROM THE BOARD

(2) The Trustees

The trustees, Cosimo Borrelli and Chan Ho Yin, are the joint and several trustees of the property of Mr. Hung appointed on 30 April 2014 and the directors of Mega Wealth and Webright with effect from 6 June 2014.

(3) Mega Wealth

Mega Wealth Capital Limited is a company incorporated in the British Virgin Islands and the shares of which are wholly owned by Mr. Hung.

(4) Webright

Webright Limited is a company incorporated in the British Virgin Islands and the shares of which are wholly owned by Mr. Hung.

REASONS FOR ENTERING INTO THE SETTLEMENT DEED

The Board is of the view that the entering into of the Settlement Deed by the Company with the Trustees is in the interests of the Company and the Shareholders as a whole in light of the followings:

• (1) the legal proceedings between the Company and Mr. Hung have been lasted for more than 5 years and the Company has already incurred considerable legal costs in this respect. Should the Company continue the legal proceedings, it is estimated that the Company will further incur a substantial amount of legal expenses;

• (2) the outstanding legal proceedings would impose an adverse impact to the Company’s financial prospects and affect the Company’s ability to conduct financing activities. A settlement can eliminate the uncertainties on the Company’s financial prospects from the perspective of the potential investors, bankers and Shareholders;

• (3) pursuant to the Settlement Deed, the Company will be able to receive the Court Deposit, the Security Deposit or its remaining balance after the Company’s Payment and the net proceeds from the sale of the Company’s Apportioned Shares. This would provide positive cash flow effect to the Company and increase the Company’s working capital for its further business development. In addition, the disposal of the Trustees’ Apportioned Shares by the Trustees can broaden the shareholders’ base of the Company;

• (4) although the Board believes that the Company has a very good arguable case against Mr. Hung, a settlement can avoid the risks in litigation;

• (5) Mr. Hung has already been adjudged bankrupt and has other creditors apart from the Company. Even if we were awarded by the Court the full amount we claimed in those legal proceedings, such judgment sum is unsecured and the total amount we entitled will be dependent on the total numbers of creditors of the Bankrupt and the total pooled amount of available assets which are subject to distribution by the Trustees. It remains uncertain as to how much of the judgment sum we will be able to recover;

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LETTER FROM THE BOARD

• (6) in addition to costs, the Company has already spent considerable amount of time and resources in the legal proceedings against Mr. Hung. Taking into account the possibility of appeals, it may take another few years before the legal proceedings are fully and finally settled. Settlement of the legal proceedings will allow the Company to devote more time and resources in its business development while at the same time bring tangible benefits to the Company within a shorter period of time, including the writing off of the Convertible Note and Loans and Advancements and receiving the net proceeds from the sale of the Company’s Apportioned Shares.

EGM

A notice convening the EGM to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Tuesday, 2 June 2015 at 3:00 p.m. is set out on pages 17 and 18 of this circular. An ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Settlement Deed and the transactions contemplated thereunder.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution will be put to vote by way of poll at the EGM. Any announcement on the result of the vote by poll will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As at the date of this circular, 76,640,000 Shares in the name of Mr. Hung were vested with the Trustees, and Mega Wealth and Webright, held and controlled by the Trustees, were holding 100,000,000 Shares and 98,000,000 Shares, representing a total of 7.11% of the issued share capital in the Company. Since such Shares are subject to the Injunction Order, Mr. Hung, Mega Wealth and Webright are restrained from exercising voting rights of the Shares, either by himself or by Mr. Hung via proxy or any other agent. Therefore, the Trustees (as the trustees of the property of Mr. Hung and also the agent of Mr. Hung), Mega Wealth and Webright are not able to exercise the voting right at the Shares under the Injunction Order in the forthcoming EGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, save as the Trustees, Mega Wealth and Webright, being the holders of Shares under the Injunction Order, no other Shareholder has a material interest in the Settlement Deed and no other Shareholder shall be required to be abstained from voting on the resolution at the EGM.

A form of proxy for use at each of the EGM 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 EGM, 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 EGM 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 EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the terms of the Settlement Deed and the transactions contemplated thereunder are fair and reasonable and in the interests of Company and the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to approve the Settlement Deed and the transactions contemplated thereunder at the EGM.

As transactions contemplated under the Settlement Deed are subject to fulfillment of certain conditions precedent and may or may not proceed, the Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

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

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NOTICE OF THE 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 “ 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 Tuesday, 2 June 2015, at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

• (i) the settlement deed dated 24 April 2015 (the “ Settlement Deed ”) entered into between the Company, Cosimo Borrelli, Chan Ho Yin, Mega Wealth Capital Limited and Webright Limited (collectively, the “ Parties ”) in relation to the settlement of all the legal proceedings between the Parties (a copy of the Settlement Deed marked “A” has been produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) and all the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved, ratified and confirmed; and

• (ii) any one director of the Company and the company secretary be and are hereby authorised for and on behalf of the Company, amongst other matters, to sign, seal, execute, perfect, deliver, do or to authorise signing, executing, perfecting and delivering and doing all such documents, deeds, acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the terms of the Settlement Deed and to make and agree such variations of a minor or non-material nature in or to the terms of the Settlement Deed as he/she may in his/her discretion consider to be desirable and in the interests of the Company.”

Yours faithfully

By Order of the Board

Sino Resources Group Limited (carrying on business in Hong Kong as Sino Gp Limited) Geng Ying Chairman

Hong Kong, 15 May 2015

• for identification purpose only

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NOTICE OF THE EGM

Notes:

1. A member of the Company entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.

2. A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.

3. To be valid, the form of proxy, together with any 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, 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 the Meeting or any adjournment thereof.

4. Where there are joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy in respect of such shares as if he or she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such shares.

5. The register of members of the Company will be closed from 29 May 2015 to 2 June 2015, during which period no transfer of shares of the Company will be registered. In order for a member to be eligible to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 28 May 2015.

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