Elife Holdings Limited — Proxy Solicitation & Information Statement 2016

Oct 6, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 223)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Sino Resources Group Limited to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong, on Friday, 28 October 2016 at 11:00 a.m. is set out on pages 5 to 6 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 branch 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 of the extraordinary general meeting or any adjourned meeting (as the case may be). Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the relevant extraordinary general meeting or any adjourned meeting (as the case may be) thereof should you so wish.

• For identification purposes only

6 October 2016

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

DEFINITIONS

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

“Board”	the board of Directors;
“Change of Company Name”	the proposed change of the English name of the Company from
	“Sino Resources Group Limited” to “Elife Holdings Limited” and
	adoption of the Chinese name of “易生活控股有限公司” as the
	dual foreign name of the Company in place of its existing Chinese
	name “神州資源集團有限公司*”;
“Company”	Sino Resources Group Limited (carrying on business in Hong
	Kong as Sino Gp Limited), a company incorporated in the
	Cayman Islands with limited liability and whose Shares are listed
	on the Main Board of the Stock Exchange;
“Directors”	the director(s) of the Company;
“EGM”	the extraordinary general meeting of the Company to be held at
	Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong
	on Friday, 28 October 2016 at 11:00 a.m. or any adjournment
	thereof, for the purpose of considering and, if thought fit,
	approving the Change of Company Name, the notice of which is
	set out on pages 5 to 6 of this circular;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong Dollar, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company;
“Shareholder(s)”	holder(s) of the Share(s); and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

1

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:

Mr. Zhang Xiaobin (Chairman) Mr. Gao Feng (Vice-Chairman) Mr. Chiu Sui Keung (Chief Executive Officer)

Non-executive Directors:

Ms. Geng Ying (Honorable Chairman) Mr. Shao Zili Mr. Li Du

Independent non-executive Directors:

Mr. Cheng Wing Keung, Raymond Mr. Lam Williamson Mr. Wong Hoi Kuen Dr. Lam Lee G.

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

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

6 October 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

The Board refers to the announcement of the Company dated 3 October 2016 relating to the Change of Company Name. The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the EGM regarding the Change of Company Name and the notice for convening the EGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Sino Resources Group Limited” to “Elife Holdings Limited”, and adopt the Chinese name of “易生活控股有限公司” as the dual foreign name of the Company in place of its existing Chinese name “神州資源集團有限公司*”.

2

LETTER FROM THE BOARD

CONDITIONS FOR THE CHANGE OF COMPANY NAME

The Change of Company Name is subject to the following conditions having been fulfilled:

• (1) the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• (2) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the fulfillment of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands and issues the Certificate of Incorporation on Change of Name. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

REASONS FOR THE CHANGE OF COMPANY NAME

In the past year, the Company has been striving to search for new businesses, aiming to make a shift from the resources and energy sector to the consumer commodities market. The Company intends to expand its existing trading business to the daily-life commodities market and allocate resources in such market development, and conduct acquisition of related business(es) with potential growth.

On 20 September 2016, the Company announced that it entered into the non-legally binding letter of intent with 中商惠民（北京）電子商務有限公司 (Zhongshang Huimin (Beijing) E-Commerce Co. Ltd.) ( “ Huimin* ” ), pursuant to which the parties committed to establish a long-term strategic cooperation relationship in the areas of procurement and sourcing of overseas products for Huimin and equity investment. In view of the development of the online-to-offline (O2O) platform in the community services, the Company expects that the daily-life consumer commodities business will be the new key performance driver for the Group in the future.

The Board considers that the Change of Company Name will better reflect the direction of the Group’s future business development and provide the Group with a more appropriate identification of its new corporate image. Based on the aforesaid, the Board believes that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

EFFECT OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the Shareholders. Other than the change to the English stock short name and the Chinese stock short name to be announced by the Company following the Change of Company Name becoming effective, the trading arrangements for the Shares on the Stock Exchange will not be affected. After the Change of Company Name becomes effective, any new issue of share certificates will be issued in the new English name and the dual foreign name of the Company. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Change of Company Name becomes effective, remain to be evidence of title to the Shares and will continue to be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new names of the Company.

3

LETTER FROM THE BOARD

Further announcement(s) will be made by the Company in relation to the poll results of the EGM, the effective date of the Change of Company Name and the new stock short names for trading in the shares of the Company as and when appropriate.

EGM

Set out on pages 5 to 6 of this circular is the notice convening the EGM to be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong on Friday, 28 October 2016 at 11:00 a.m.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable to the Company’s branch 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 of the EGM or any adjourned meeting (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the relevant EGM or any adjourned meeting (as the case may be) thereof should you so wish.

To the best knowledge of the Directors, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the special resolution at the EGM. The special resolution proposed to be approved at the EGM will be taken by poll. An announcement of the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution at the EGM to approve the Change of Company Name.

Yours faithfully, By order of the Board

Sino Resources Group Limited

(carrying on business in Hong Kong as Sino Gp Limited)

Chow Chi Fai

Company Secretary

• For identification purposes only

4

NOTICE OF EGM

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

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 223)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Sino Resources Group Limited (carrying on business in Hong Kong as Sino Gp Limited) (the “ Company ”) will be held at Room 2502, 25/F., 9 Queen’s Road Central, Central, Hong Kong on Friday, 28 October 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from “Sino Resources Group Limited” to “Elife Holdings Limited”, and the Chinese name of “易生活控股有限公司” be adopted as the dual foreign name of the Company in place of its existing Chinese name “神州資源集團有限公司” (the “ Change of Company Name* ”), and any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she considers necessary, desirable or expedient for the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board Sino Resources Group Limited (Carrying on business in Hong Kong as Sino Gp Limited) Chow Chi Fai Company Secretary

Hong Kong, 6 October 2016

Registered office: Principal place of business in Hong Kong: Cricket Square Room 2502, 25/F. Hutchins Drive 9 Queen’s Road Central P.O. Box 2681 Central, Hong Kong Grand Cayman KY1-1111, Cayman Islands

• For identification purposes only

5

NOTICE OF EGM

Notes:

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

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

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

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

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

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

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