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G-Resources Group Limited Capital/Financing Update 2013

Sep 11, 2013

49648_rns_2013-09-10_2628cea0-818c-49d9-8938-110d877bf93f.pdf

Capital/Financing Update

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Excess Application Form No.

IMPORTANT

THIS DOCUMENT IS VALUABLE AND IS NOT TRANSFERABLE AND IS FOR THE USE ONLY BY THE QUALIFIED SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR THE RIGHTS SHARES IN ADDITION TO THOSE ALLOTTED PROVISIONALLY TO HIM/HER/THEM. APPLICATION MUST BE RECEIVED BY 4:00 P.M. ON THURSDAY, 26 SEPTEMBER 2013.

IF YOU ARE IN ANY DOUBT ABOUT THIS DOCUMENT, OR AS TO THE ACTION TO BE TAKEN, OR IF YOU HAVE SOLD ALL OR PART OF YOUR SHARES, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, REGISTERED INSTITUTION IN SECURITIES, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

Reference is made to the rights issue prospectus (the “Rights Issue Prospectus”) issued by G-Resources Group Limited (the “Company”) dated Wednesday, 11 September 2013 in relation to the Rights Issue. Terms defined in the Rights Issue Prospectus bear the same meanings herein unless the context otherwise appears. Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this document, 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 document. A copy of each of the Rights Issue Documents has been registered by the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies Ordinance of Hong Kong. The Registrar of Companies in Hong Kong, the Stock Exchange and the SFC take no responsibility as to the contents of any of such documents.

The Rights Issue Documents have been prepared for the purposes of compliance with the legislative requirements applicable in respect of the Rights Issue in Hong Kong and the Listing Rules.

Dealings in the Shares and the Rights Shares in both nil-paid and fully-paid forms may be settled through CCASS operated by HKSCC and you should consult your licensed securities dealer, bank manager, solicitor, registered institution in securities, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.

The Rights Issue is conditional upon the fulfilment of several conditions, set out in the section headed “II. The Rights Issue — C. Underwriting Arrangements — 2. Conditions of the Underwriting Agreement” in the Letter from the Board as contained in the Rights Issue Prospectus. The obligation of the Underwriter to underwrite the relevant Underwritten Rights Shares is also conditional on (i) the satisfaction (or, where applicable, waiver) of, among other things, the conditions referred to in the section headed “II. The Rights Issue — C. Underwriting Arrangements — 2. Conditions of the Underwriting Agreement” in the Letter from the Board as contained in the Rights Issue Prospectus, and (ii) the Underwriting Agreement not being terminated by the Underwriter in accordance with its terms. If the conditions are not fulfilled (or, where applicable, waived) or the Underwriting Agreement is terminated pursuant to its terms, the Rights Issue will not proceed.

It should also be noted that the Shares have been dealt in on an ex-rights basis from Tuesday, 3 September 2013 and that dealings in the Rights Shares in their nil-paid form will take place from Friday, 13 September 2013 to Monday, 23 September 2013 (both days inclusive). Any Shareholder or other person contemplating selling or purchasing Shares or the Rights Shares in their nil-paid form and who is in any doubt about his position, is recommended to consult his professional adviser. Any Shareholder or other person dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (or, where applicable, waived) (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) and any person dealing in the nil-paid Rights Shares during the period from Friday, 13 September 2013 to Monday, 23 September 2013 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. If in any doubt, Shareholders and potential investors are recommended to consult their professional advisers. Shareholders and potential investors should exercise caution in dealing in the securities of the Company. This form of application for excess Rights Shares (“EAF”) and any acceptance of and application made on it are governed by and shall be construed in accordance with the laws of Hong Kong.

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

(Incorporated in Bermuda with limited liability) Branch Share Registrar in Hong Kong: Union Registrars Limited (Stock Code: 1051) Registered office of the Company: Canon’s Court 18/F, Fook Lee Commercial CentreTown Place, 33 Lockhart RoadWanchai, Hong Kong RIGHTS ISSUE OF 7,568,593,180 RIGHTS SHARES ON THE BASIS OF TWO RIGHTS SHARESFOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE 22 Victoria StreetHamilton HM 12Bermuda AT HK$0.16 PER RIGHTS SHARE PAYABLE IN FULL ON ACCEPTANCEBY NO LATER THAN 4:00 P.M. ON THURSDAY, 26 SEPTEMBER 2013 Head office and principal place of business in Hong Kong: Name(s) and address of Qualified Shareholder(s) FORM OF APPLICATION FOR EXCESS RIGHTS SHARES Rooms 4501-02, 4510, 45th FloorChina Resources Building 26 Harbour Road Wanchai, Hong Kong

Application can be made only by the Qualified Shareholder(s) named herein

To: The Directors G-Resources Group Limited Dear Sirs, I/We, being the Qualified Shareholder(s) named above, hereby irrevocably apply for excess Rights Share(s) at the Subscription Price of HK$0.16 per Rights Share under the Rights Issue. I/We enclose a separate remittance by cheque or cashier’s order in favour of “ G-RESOURCES GROUP LIMITED — EXCESS APPLICATION ACCOUNT ” and crossed “Account Payee Only” issued for HK$ being payment in full on application for the aforementioned number of excess Rights Shares. I/We hereby request you to allot such excess Rights Shares applied for, or any smaller number, to me/us and to send by ordinary post at my/our risk to the address shown above my/our Share certificate(s) for the number of excess Rights Shares allotted to me/us in respect of this application and/or a cheque for any application monies refundable to me/us. I/We understand that allotment of excess Rights Shares in respect of this application shall be made by the Board at its discretion on a fair and equitable basis and on the following principles: 1. preference will be given to applications for less than a board lot of Rights Shares where they appear to the Board that such applications are made to top up odd-lot holdings to board-lot holdings (unless the total number of excess Rights Shares is not sufficient to top up all odd-lots into whole board-lots) and that such applications are not made with the intention to abuse this mechanism; and

  1. subject to the availability of excess Rights Shares after allocation under principle (1) above, the excess Rights Shares will be allocated to Qualified Shareholders who have applied for excess Rights Shares on pro-rata basis with reference to their number of excess Rights Shares applied for, and with board-lot allocations to be made on a best effort basis. No reference will be made to the Rights Shares comprised in applications by PALs or the existing number of Shares held by the Qualified Shareholders. I/We acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for.
  • I/We, hereby undertake to accept such number of additional Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Rights Issue Prospectus and the PAL and subject to the memorandum of association and bye-laws of the Company. In respect of any excess Rights Shares allotted to me/us, I/we authorize you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares.
        1. Signature(s) of applicant(s) (all joint applicants must sign)

Date: 2013 Contact Tel. no.:

This EAF should be completed in full and lodged, together with payment as to HK$0.16 per Rights Share for the number of excess Rights Shares applied for, with Union Registrars Limited as Registrar for the Rights Issue, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, so as to be received by not later than 4:00 p.m. on Thursday, 26 September 2013. All remittances must be made in Hong Kong dollars and must be forwarded either by a cheque drawn on a Hong Kong dollar account with a licensed bank in Hong Kong or by a separate cashier’s order issued by a licensed bank in Hong Kong. All such cheques or cashier’s orders must be made payable to “ G-RESOURCES GROUP LIMITED — EXCESS APPLICATION ACCOUNT ” and crossed “Account Payee only”. All enquiries in connection with this EAF should be addressed to the Registrar for the Rights Issue at the above address.

Completion and return of this EAF together with a cheque or a cashier’s order in payment for the Rights Shares applied for which are the subject of this form will constitute a warranty by the applicant that the cheque or the cashier’s order will be honoured on first presentation. All cheques and cashier’s orders will be presented for payment immediately upon receipt and all interest earned on such monies will be retained for the benefit of the Company. If any cheque or cashier’s order accompanying this application is dishonoured on first presentation, without prejudice to the other rights of the Company, this EAF is liable to be rejected and cancelled. The Company may, at its discretion, treat an EAF as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions.

The Rights Issue Documents have not been and will not be registered and/or filed under any securities or equivalent legislation of any jurisdictions other than the applicable laws in Hong Kong. Accordingly, no action has been taken to permit the Rights Issue in any territory outside Hong Kong. No person receiving a PAL or EAF in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares or excess Rights Shares, unless in a territory where such offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy himself/herself, before acquiring any rights to subscribe for the provisionally allotted Rights Shares or excess Rights Shares, as to the observance of the laws and regulations of all relevant territories, including the obtaining of any governmental or other consents and to pay any taxes and duties required to be paid in such territory in connection therewith. No application for the Rights Shares will be accepted from the Excluded Shareholders. The Company reserves the right to refuse to accept any application for the Rights Shares or excess Rights Shares where it believes that doing so would violate the applicable securities legislation or other laws or regulations of any jurisdiction.

You will be notified by the Registrar for the Rights Issue of any allotment of excess Rights Shares made to you. If no excess Rights Shares are allotted to you, a refund cheque for the full amount tendered on application without interest will be posted to you by ordinary post at your own risk to your registered address and, if the number of excess Rights Shares allotted to you is less than that applied for, a cheque for the surplus application monies without interest will be posted to you by ordinary post at your own risk to your registered address . Such posting is expected to take place on or before Monday, 7 October 2013. Any such cheque will be drawn in favour of the person(s) named on this form. It is expected that Share certificates in respect of the Rights Shares will be posted by ordinary post at your own risk to your registered address on or before Monday, 7 October 2013. You will receive one share certificate for all the Rights Shares and/or excess Rights Shares (if any), both in fully-paid form, allotted and issued to you.

All documents, including cheques for amount due, will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto to their registered address by the Registrar for the Rights Issue. This EAF and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong.

A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATION NO RECEIPT WILL BE GIVEN

For office use only

Application number Number of excessRights Shares applied for Amount paid on application Balance refunded
HK$ HK$

* for identification purposes only