G-Resources Group Limited — AGM Information 2013

Oct 29, 2013

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G-Resources Group Limited 國際資源集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 3 DECEMBER 2013 AT 12:00 NOON

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] G-RESOURCES GROUP LIMITED (the “Company”) hereby appoint of

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

or failing him/her, the chairman of the meeting [(Note][3)] as my/our proxy to act and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “Meeting”) to be held at Concord Room II–III, 8/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 3 December 2013 at 12:00 noon and at any adjournment(s) thereof (as the case may be) on the undermentioned resolutions as indicated below, and if no such indication is given, as my/our proxy thinks fit:

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
	1.	To receive and consider the audited consolidated financial statements and reports ofthe directors and auditors of the Company for the year ended 30 June 2013.
	2.	(i)To re-elect Mr. Wah Wang Kei, Jackie as a director of the Company.
		(ii)To re-elect Ms. Ma Yin Fan as a director of the Company.
		(iii)To re-elect Mr. Leung Hoi Ying as a director of the Company.
		(iv)To authorise the board of directors of the Company to fix the remuneration ofthe directors of the Company.
	3.	To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and toauthorise the board of directors of the Company to fix their remuneration.
	4.	To grant a general mandate to the directors of the Company to issue new shares of theCompany.
	5.	To grant a general mandate to the directors of the Company to repurchase shares ofthe Company.
	6.	To extend the general mandate granted to the directors of the Company to issue sharesby the number of shares repurchased.
	Dated this		day of	2013Signed (Note 5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. If any proxy other than the chairman of the Meeting is preferred, strike out “or failing him/her, the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the Meeting will act as your proxy. Any alteration made to this form must be initialled by the person who signs it.

3. IMPORTANT appropriate boxes: If you wish to vote for any resolutions, tick the appropriate boxes marked “marked “ AGAINST ”. Failure to tick the box will entitle your proxy to FOR cast ”. If you wish to vote against any resolutions, tick thehis votes at his discretion.

4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

5. In the case of joint registered holders of any share(s) of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.

6. To be valid, this proxy form, together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar, Union Registrars Limited at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or adjourned meeting (as the case may be).

7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting (or any adjourned meeting thereof (as the case may be)) if you wish to do so. In the event that you attend the Meeting after having lodged this proxy form as indicated above, this proxy form will be deemed to have been revoked.

• For identification purpose only