G-Resources Group Limited — AGM Information 2008

Oct 17, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

If you have sold or transferred all your shares in Smart Rich Energy Finance (Holdings) Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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(Incorporated in Bermuda with limited liability) (Stock Code: 1051)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 7/F., Board Room, Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 November 2008 at 11:30 a.m. is set out on pages 13 to 16 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Rooms 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

• For identification purpose only

20 October 2008

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Retiring Directors and Election of Directors . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Procedure for Demanding a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement for the Repurchase Mandate. . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Biographical details of Directors proposed for re-election and election. . . . . . .	10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 7/F., Board Room, Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 November 2008 at 11:30 a.m. and any adjournment thereof “associates” has the same meaning ascribed thereto in the Listing Rules “Board” the board of Directors

• “Bye-laws” the bye-laws of the Company “Company” Smart Rich Energy Finance (Holdings) Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company “Extended Mandate” a general mandate to add the aggregate number of Shares repurchased by the Company under the Repurchase Mandate to the Share Issue Mandate, subject to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution

“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

• “Latest Practicable Date” 10 October 2008, being the latest practicable date for ascertaining certain information for inclusion in this circular

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

• “Repurchase Mandate” the authority to the Directors to exercise all the powers of the Company to repurchase Shares of the Company up to a maximum of 10% of the aggregate nominal amount of the Company’s issued share capital as at the date of passing the resolution in relation to the Repurchase Mandate

• “Share(s)”

ordinary share(s) of HK$0.01 each in the capital of the Company

1

DEFINITIONS

“Share Issue Mandate”	general authority to the Directors to allot and issue Shares with
	an aggregate nominal amount not exceeding 20% of the aggregate
	nominal amount of the share capital of the Company in issue as
	at the date of passing the resolution in relation to the Share Issue
	Mandate
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Repurchases
	issued by the Hong Kong Securities and Futures Commission
“%”	per cent

2

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 1051)

Executive Directors:

Mr. Wong Kam Fu (Chairman) Dr. Lew Mon Hung (Deputy Chairman) Mr. Wah Wang Kei, Jackie (Managing Director) Mr. Tam Wai Keung, Billy (Vice President) Mr. Wong Hong Loong Mr. Sin Chi Keung, Mega

Independent non-executive Directors:

Mr. Wong Che Man, Eddy Mr. Tang King Fai Mr. Dai Zhongcheng

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal Place of Business in Hong Kong: Suite 1606–07, 16/F Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

20 October 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held on Wednesday, 12 November 2008. These include ordinary resolutions relating to (i) the granting to the Directors the Share Issue Mandate and the Extended Mandate for the issue of the Shares and the Repurchase Mandate for repurchase by the Company of its own Shares; and (ii) the reelection of the retiring Directors and election of Directors.

• For identification purpose only

3

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of relevant resolution; (ii) to repurchase Shares which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of relevant resolution; and (iii) to add the aggregate number of Shares repurchased by the Company under the Repurchase Mandate to the Share Issue Mandate, subject to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.

The mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 28 November 2007 will lapse at the conclusion of the AGM. Share Issue Mandate, Repurchase Mandate and Extended Mandate as set out in the notice of the AGM will be proposed at the AGM. The Directors wish to state that they have no present intention to repurchase any existing Shares or to issue any new Shares pursuant to the relevant mandates.

As at the Latest Practicable Date, the issued share capital of the Company was HK$37,340,337.81 divided into 3,734,033,781 Shares. Subject to the passing of the resolution granting the proposed mandate to issue further Shares and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue a maximum of 746,806,756 Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required to be held by law; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed voting decision on the relevant resolution.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND ELECTION OF DIRECTORS

The Board currently consists of nine Directors, namely Mr. Wong Kam Fu, Dr. Lew Mon Hung, Mr. Wah Wang Kei, Jackie, Mr. Tam Wai Keung, Billy, Mr. Wong Hong Loong and Mr. Sin Chi Keung, Mega, being the executive Directors, Mr. Wong Che Man, Eddy, Mr. Tang King Fai and Mr. Dai Zhongcheng, being the independent non-executive Directors.

Pursuant to clause 99 of the Bye-laws, at each annual general meeting one third of the Directors for the time being shall retire from office by rotation. Accordingly, Mr. Sin Chi Keung, Mega, Mr. Wong Che Man, Eddy and Mr. Tang King Fai will retire by rotation at the AGM. Each of Mr. Wong Che Man, Eddy and Mr. Tang King Fai, being eligible, have offered themselves for re-election. Mr. Sin Chi Keung, Mega has indicated that he will not offer himself for re-election due to personal reasons. Mr. Sin has confirmed that he has no disagreement with the Board and there is no matter relating to his retirement that will need to be brought to the attention of the Shareholders.

4

LETTER FROM THE BOARD

Pursuant to clause 102(B) of the Bye-laws, Mr. Wah Wang Kei, Jackie, shall retire from office at the AGM and, being eligible, has offered himself for re-election.

The Board further proposes to appoint Mr. Tai Chun Kit as an independent non-executive director of the Company. Further announcement will be made by the Company in the event that Mr. Tai has been formally appointed as an independent non-executive director of the Company after approval of the Shareholders has been obtained at the AGM.

Details of the Directors proposed for re-election and election at the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The AGM will be held at 7/F., Board Room, Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 November 2008 at 11:30 a.m., whereat resolutions regarding the above mentioned matters will be proposed. Notice of the AGM is setting out on pages 13 to 16 of this circular.

A form of proxy for use at the AGM is enclosed. Whether or not you intend to attend the AGM, please complete the form of proxy in accordance with the instructions printed thereon and deposit it to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Rooms 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for holding of the AGM or adjourned meeting thereof. The lodging of the proxy form will not preclude you from attending and voting in person at the AGM or any adjourned meeting if you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to clause 70 of the Bye-laws, at any general meeting a resolution put to vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

• (i) the chairman of the meeting; or

• (ii) at least 3 Shareholders present in person or by duly authorized corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any Shareholder or Shareholders present in person or by duly authorized corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by any Shareholder or Shareholders present in person or by duly authorized corporate representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

5

LETTER FROM THE BOARD

Unless a poll be so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of the re-election of the retiring Directors and election of Directors and the grant of the Repurchase Mandate, the Share Issue Mandate and Extended Mandate are each in the best interests of the Company and its Shareholders and so recommend Shareholders to vote in favour of the resolutions at the AGM.

FURTHER INFORMATION

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

Yours faithfully,

for and on behalf of the Board

Smart Rich Energy Finance (Holdings) Limited Wah Wang Kei, Jackie Managing Director

6

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid-up Shares on the Stock Exchange subject to that all on-market Shares repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

The Company is empowered by its memorandum of association and Bye-laws to repurchase its own Shares.

2. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 3,734,033,781.

Subject to the passing of the resolution granting the proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 373,403,378 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

3. REASONS FOR REPURCHASE

The Directors believe that the proposed Repurchase Mandate is in the best interests of the Company and its Shareholders. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, result in an increase in net asset value per share and/or earnings per share of the Company. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number(s) and class(es) of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

4. FUNDING OF REPURCHASES

Repurchases may be made out of funds which are legally available for such purpose in accordance with the memorandum of association and the Bye-laws of the Company and the laws of Bermuda. It is envisaged that the funds required for any repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funded legally available for the purpose.

7

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

An exercise of the Repurchase Mandate in full at any time during the proposed repurchase period could have a material adverse impact on the working capital or gearing position of the Company compared with that as at 30 June 2008, being the date of the Company’s latest published audited accounts. However, the Directors do not intend to make any repurchases in circumstances that would have a material adverse impact on the working capital or gearing position of the Company at any time during the proposed repurchase period.

5. DIRECTORS’ UNDERTAKING AND CONNECTED PERSONS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

No connected persons (as defined in the Listing Rules) of the Company or any of their associates has notified the Company that he has a present intention to sell any Shares to the Company nor has any such connected person undertaken to the Company not to sell any of the Shares held by him to the Company in the event that the Repurchase Mandate is granted by Shareholders.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders of the Company.

6. TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Wong Kam Fu (“Mr. Wong”), through his wholly owned companies together with his personal interest, held 603,121,089 Shares in the capital of the Company representing approximately 16.15% of the issued share capital of the Company. Mr. Wong was the substantial shareholder holding more than 10% of the issued share capital of the Company. In the event that the Directors should exercise the proposed Repurchase Mandate in full, the shareholding of Mr. Wong in the Company would be increased to approximately 17.95% of the then issued share capital of the Company, and such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code and will not reduce the amount of Shares held by the public to less than 25% of the total issued share capital of the Company.

The Directors have no intention to repurchase Shares to such extent which will result in an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

8

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

7. REPURCHASE OF SHARES MADE BY THE COMPANY

The Company has repurchased a total of 6,810,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date. Details of which are as follows:

	Number of	Price of the	Price of the
Date of	Shares	Repurchased Shares
Repurchase	Repurchased	Highest	Lowest
		(HK$)	(HK$)
18 July 2008	240,000	0.140	0.139
21 July 2008	20,000	0.140	0.140
22 July 2008	270,000	0.142	0.140
23 July 2008	150,000	0.139	0.138
24 July 2008	50,000	0.139	0.139
25 July 2008	470,000	0.138	0.136
28 July 2008	180,000	0.137	0.135
29 July 2008	1,190,000	0.139	0.135
8 August 2008	1,820,000	0.127	0.103
11 August 2008	1,680,000	0.125	0.121
20 August 2008	740,000	0.109	0.104
Total	6,810,000

8. SHARE PRICES

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

		Shares
	Highest		Lowest
	(HK$)		(HK$)
October 2007	0.490		0.330
November 2007	0.410		0.230
December 2007	0.300		0.240
January 2008	0.270		0.200
February 2008	0.240		0.169
March 2008	0.265		0.139
April 2008	0.255		0.160
May 2008	0.218		0.175
June 2008	0.203		0.140
July 2008	0.159		0.126
August 2008	0.130		0.101
September 2008	0.106		0.069
October 2008 (up to the Latest Practicable Date)	0.065		0.033

9

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

APPENDIX II

The following is the particulars of the Directors proposed to be re-elected at the AGM:

1. WAH WANG KEI, JACKIE – EXECUTIVE DIRECTOR

Wah Wang Kei, Jackie, aged 41, was appointed as an executive director and the managing director of the Company on 9 April 2008. Mr. Wah graduated from The University of Hong Kong in 1990. He is a practising solicitor in Hong Kong and was qualified as a solicitor in 1992. Mr. Wah was a partner of Vivien Chan and Company, a law firm in Hong Kong until 1997 and is a consultant of Messrs. Beiten Burkhardt, an international law firm. Mr. Wah was an executive director of the Company from 13 June 2000 to 11 October 2001. He rejoined the Company in August 2007 as the Special Assistant to Chairman. Save as disclosed above, Mr. Wah did not hold any other directorship in any listed public companies in the last three years.

Mr. Wah is interested in 20,000,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, representing approximately 0.54% of the issued share capital of the Company as at the Latest Practicable Date.

There is a service contract between the Company and Mr. Wah. Mr. Wah has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meetings pursuant to the Bye-laws. Mr. Wah received a total of HK$492,836 as directors’ remuneration for the year ended 30 June 2008. His remuneration is determined by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and profitability.

Save as disclosed herein, (a) Mr. Wah does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company, and (b) save and except that Mr. Wah was a director of Star Digitel Limited (“SDL”) until 2 September 1999, and SDL was ordered to be wound up by a winding up order of the High Court of HKSAR on 3 April 2000, there are no other matters concerning Mr. Wah that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

2. WONG CHE MAN, EDDY – INDEPENDENT NON-EXECUTIVE DIRECTOR

Wong Che Man, Eddy, aged 48, was appointed as an independent non-executive director of the Company on 24 June 2004. Mr. Wong is at present the sole proprietor of Eddy Wong & Co CPA. He is a fellow member of the Chartered Association of Certified Accountants and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Wong is also at present an independent non-executive director of Sun Hing Vision Group Holdings Limited, a company listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Wong did not hold any other directorship in any listed public companies in the last three years.

Mr. Wong is interested in 1,700,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, representing approximately 0.05% of the issued share capital of the Company as at the Latest Practicable Date. Save as disclosed above, Mr. Wong has no relationship with any directors, senior management or substantial or controlling shareholders of the Company or its subsidiaries.

10

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

APPENDIX II

There is no service contract between the Company and Mr. Wong. Mr. Wong has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meetings pursuant to the Bye-laws. For the year ended 30 June 2008, Mr. Wong received a directors’ fee of HK$100,000 and 1,000,000 share options with an estimated value of HK$83,739 according to the share option scheme adopted by the Company on 30 July 2004. His remuneration is determined by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and profitability.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company or any other information that need to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

3. TANG KING FAI – INDEPENDENT NON-EXECUTIVE DIRECTOR

Tang King Fai, aged 44, was appointed as an independent non-executive director of the Company with effect from 22 May 2006. Mr. Tang graduated with a Bachelor of Arts degree in Broadcast Journalism from the University of Washington in the United States. Mr. Tang was the executive director and compliance officer of iLink Holdings Limited which was listed on the Growth Enterprises Market of the Stock Exchange and this company was privatized in December 2003. Mr. Tang has over 19 years of media, research and marketing experience gained from senior positions at Asia Television Limited and at KTSFTV, San Francisco, the United States. He was also the anchorman and principal reporter of Asia Television Limited. Save as disclosed above, Mr. Tang did not hold any other directorship in any listed public companies in the last three years.

Mr. Tang is interested in 1,600,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, representing approximately 0.04% of the issued share capital of the Company as at the Latest Practicable Date. Save as disclosed above, Mr. Tang has no relationship with any directors, senior management or substantial or controlling shareholders of the Company or its subsidiaries.

There is no service contract between the Company and Mr. Tang. Mr. Tang has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meetings pursuant to the Bye-laws. For the year ended 30 June 2008, Mr. Tang received a directors’ fee of HK$30,000 and 1,000,000 share options with an estimated value of HK$83,739 according to the share option scheme adopted by the Company on 30 July 2004. His remuneration is determined by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and profitability.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company or any other information that need to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

11

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

APPENDIX II

4. TAI CHUN KIT – INDEPENDENT NON-EXECUTIVE DIRECTOR

Tai Chun Kit, aged 26, holds a bachelor’s degree of Business Administration (Hons) from the City University of Hong Kong. Mr. Tai is a Member of Shantou Committee of Chinese People’s Political Consultative Conference, Standing Member of Shantou Industry and Commerce Union, Standing Member of Shantou General Chamber of Commerce, Honorary President of Shantou Overseas Friendship Association, Director of Jiangxi Overseas Friendship Association, Member of The Association of The Hong Kong Members of Guangdong’s Chinese People’s Political Consultative Conference Committees and Standing Member, Corporate Governance Centre of The Hong Kong Management Association. Mr. Tai is at present a senior manager of Four Seas Mercantile Holdings Ltd. Save as disclosed above, Mr. Tai did not hold any other directorship in any listed public companies in the last three years.

Mr. Tai does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the Latest Practicable Date. Save as disclosed above, Mr. Tai has no relationship with any directors, senior management or substantial or controlling shareholders of the Company or its subsidiaries.

There is no service contract between the Company and Mr. Tai. Mr. Tai has no fixed term of service with the Company but will subject to the rotational retirement and re-election requirements at annual general meetings pursuant to the Bye-laws. Mr. Tai shall be entitled to a directors’ fee of HK$30,000 (subject to adjustment) or a pro rata amount for any period less than one year which was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company or any other information that need to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

12

NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

NOTICE IS HEREBY GIVEN that the annual general meeting of Smart Rich Energy Finance (Holdings) Limited (the “Company”) will be held at 7/F., Board Room, Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 November 2008 at 11:30 a.m. for the following purposes:

1. To receive and consider the audited statements of accounts and reports of the directors and auditors for the year ended 30 June 2008.

2. To re-elect directors and to authorize the board of directors of the Company to fix their remuneration.

3. To elect Mr. Tai Chun Kit as an independent non-executive director of the Company and to authorise the board of directors of the Company to fix his remuneration.

4. To re-appoint SHINEWING (HK) CPA Limited as auditors and to authorize the board of directors of the Company to fix their remuneration.

5. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) 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 in paragraph (a) above, otherwise than pursuant to:

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

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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

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

• (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company,

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

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

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

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

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by The Securities and Futures Commission of Hong Kong and the Stock Exchange under The Hong Kong Code on

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NOTICE OF ANNUAL GENERAL MEETING

Share Repurchases (“Recognised Stock Exchange”) and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time or that of any other Recognised Stock Exchange, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate of the nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

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

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution of the Company:

“ THAT conditional upon the passing of the Resolutions Nos. 5 and 6 as set out in the notice of this Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the shares of the Company pursuant to Resolution No. 5 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 6 above, provided that such amount shall not exceed 10% of the aggregate of the nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.”

By Order of the Board Smart Rich Energy Finance (Holdings) Limited Wah Wang Kei, Jackie Managing Director

Hong Kong, 20 October 2008

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Principal Place of Business in Hong Kong: Suite 1606–07, 16/F Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Notes:

1. A shareholder of the Company (“ Shareholder ”) entitled to attend and vote at the AGM may appoint one or more proxies to attend and to vote in his stead. A proxy need not be a Shareholder.

2. Where there are joint registered holders of any share of the Company (“ Share ”), any one such person may vote at the AGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy when duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Rooms 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

As at the date of this notice, the Board comprises Mr. Wong Kam Fu, Dr. Lew Mon Hung, Mr. Wah Wang Kei, Jackie, Mr. Tam Wai Keung, Billy, Mr. Wong Hong Loong and Mr. Sin Chi Keung, Mega as executive Directors and Mr. Wong Che Man, Eddy, Mr. Tang King Fai and Mr. Dai Zhongcheng as independent non-executive Directors.

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