G-Resources Group Limited — Proxy Solicitation & Information Statement 2004

Mar 10, 2004

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of Credit Card DNA Security System (Holdings) Limited, 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 was effected for transmission to the purchaser or the transferee.

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.

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(Incorporated in Bermuda with limited liability)

FURTHER CHANGE IN BOARD LOT SIZE AND

PROPOSED GENERAL MANDATE TO ISSUE SHARES

A notice convening a special general meeting of Credit Card DNA Security System (Holdings) Limited to be held at 10:00 a.m. on Friday, 26th March, 2004 at Moon’s Room, 28/F., Novotel Century Harbourview, 508 Queen’s Road West, Western District, Hong Kong is set out on pages 4 to 6 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of Credit Card DNA Security System (Holdings) Limited at 11th Floor, Tai Sang Bank Building, 130 Des Voeux Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of the proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.

10th March, 2004

* The Chinese name is for identification purpose only

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

Executive Directors: Wong Kam Fu (Chairman) Wong Hoi Keung (Managing Director) Lew Mon Hung Wang Zhao Bin

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

Independent Non-executive Directors: Ha Ping Cheng Kong Ming

Principal Place of Business: 11/F., Tai Sang Bank Building 130 Des Voeux Road Central Hong Kong

10th March, 2004

To the shareholders

Dear Sirs or Madam,

FURTHER CHANGE IN BOARD LOT SIZE AND PROPOSED GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to (i) provide details regarding the proposed further change in board lot size for trading in the shares of HK$0.01 each ( each, a “Share” ) in Credit Card DNA Security System (Holdings) Limited ( the “Company” ); and (ii) give notice to shareholders of the Company ( the “Shareholders” ) that a special general meeting ( the “SGM” ) of the Company will be convened at which ordinary resolutions will be proposed to consider and if thought fit, approve a general mandate to issue Shares.

* The Chinese name is for identification purpose only

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LETTER FROM THE BOARD

CHANGE IN BOARD LOT SIZE

The board of directors ( the “Directors” ) of the Company announced on 24th February, 2004 that the board lot for trading in the Shares on The Stock Exchange of Hong Kong Limited will be changed from 2,000 Shares to 100,000 Shares with effect from 31st March, 2004. On 9th March, 2004, the Company further announced that the board lot for trading in the Shares will be further changed from 2,000 Shares to 30,000 Shares instead. The change is effected in order to reduce the trading costs for the Shareholders and investors of the Company.

As from 31st March, 2004, the existing certificates of the Shares in board lots of 2,000 Shares will continue to be evidence of entitlement to such Shares and be valid for trading, delivery and settlement purpose. There will be no new Share certificate for existing issued Shares as a result of the change in board lot size, and therefore no arrangement for free exchange of existing Share certificates. The change in the size of the board lot of Shares will not affect the entitlement to dividend distributable to the Shares. As from 31st March, 2004, any certificates for new Shares will be issued in board lot size of 30,000 Shares (except for odd lots or where the Company’s share registrars are otherwise instructed). Certificates for new Shares will have the same format and colour as the existing certificates of Shares.

In order to alleviate the difficulties in trading odd lots of Shares represented by existing certificates of Shares arising as a result of the consolidation of board lots, the Company has appointed Kingston Securities Limited as an agent to match the sale and purchase of odd lots of Shares during the period from Wednesday, 31st March, 2004 to Friday, 30th April, 2004 (both days inclusive). Holders of the Shares in odd lots represented by existing certificates for Shares who wish to take advantage of this facility either to dispose of their odd lots or to top-up their odd lot to a full board lot may contact Ms. Rosita Kiu of Kingston Securities Limited of Suite 2801, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong (Tel. No. 2298 6215) from Wednesday, 31st March, 2004 to Friday, 30th April, 2004. Holders of odd lots should note that the matching of odd lots is not guaranteed.

GENERAL MANDATE TO ISSUE SHARES

As the general mandate granted to the Directors at the annual general meeting of the Company held on 12th December, 2003 ( the “AGM” ) to issue new Shares will have been almost used up upon completion of the following transaction (which is expected to take place on or about 12th March, 2004) in respect of issue of new Shares or securities convertible into Shares:

• subject to the condition as mentioned in the Company’s announcement dated 24th February, 2004, 1,400,000,000 Shares shall be issued and allotted to three independent placees pursuant to three separate placing agreements signed on 21st and 22nd February, 2004,

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LETTER FROM THE BOARD

the Directors are seeking the passing of an ordinary resolution at the SGM to give to the Directors a new general mandate ( the “New Issue Mandate” ) to allot, issue, and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed resolution.

The Directors will also propose a separate resolution at the SGM to add to the New Issue Mandate any Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

With reference to the New Issue Mandate, the Directors wish to state that they have no immediate plans to issue any new Shares.

SPECIAL GENERAL MEETING

The SGM of the Company will be held at 10:00 a.m. on 26th March, 2004 at Moon’s Room, 28/F, Novotel Century Harbourview, 508 Queen’s Road West, Western District, Hong Kong, whereat ordinary resolutions will be proposed to consider and, if thought fit, approve the New Issue Mandate. Notice of the SGM is set out on pages 4 to 6 of this circular.

There is a form of proxy for use at the SGM accompanying this circular.. Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy to the Company’s principal place of business in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the SGM should you so desire.

RECOMMENDATION

The New Issue Mandate enables the Company to issue further Shares without delay that may be caused by the need to seek Shareholders’ approval as each opportunity arises.

The Directors consider that the granting of the New Issue Mandate is in the interests of the Company and recommend the Shareholders to vote in favour of such resolution at the SGM.

Yours faithfully For and on behalf of Credit Card DNA Security System (Holdings) Limited Wong Hoi Keung Managing Director

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NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Credit Card DNA Security System (Holdings) Limited (the “Company”) will be held at Moon’s Room, 28/F, Novotel Century Harbourview, 508 Queen’s Road West, Western District, Hong Kong on 26th March, 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as Ordinary Resolutions:

(1) “ THAT :

• (A) subject to paragraph (B) of this resolution, the general mandate granted to the directors of the Company to exercise the power of the Company to allot shares in the capital of the Company pursuant to Ordinary Resolution No. 4(A) passed by the shareholders of the Company at its Annual General Meeting held on 12th December, 2003, to the extent not exercised by the directors of the Company, be and is hereby revoked provided that any exercise of powers of the Company to allot and issue shares in the capital of the Company prior to the passing of this resolution shall not, in any way, be affected or prejudiced;

• (B) subject to paragraph (D) 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;

• (C) the approval in paragraph (B) 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;

* The Chinese name is for identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

• (D) 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 (B) above, otherwise than pursuant to:

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

• (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 per cent. of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (E) 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 Bermuda 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 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

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NOTICE OF SPECIAL GENERAL MEETING

• or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or stock exchange in any territory outside Hong Kong).”

• (2) “ THAT conditional upon the passing of the above Resolution No. 1, the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors pursuant to the ordinary resolution no. 4 (B) passed at the Annual General Meeting of the Company held on 12th December, 2003 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the above Resolution No. 1, provided that the amount of share capital repurchased by the Company shall not exceed 10 per cent. of the total nominal amount of the share capital of the Company in issue on the date of this Resolution.”

By order of the Board Tam Pui Ling, Elaine Company Secretary

Hong Kong, 10th March 2004

Notes:

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

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s principal place of business at 11th Floor, Tai Sang Bank Building, 130 Des Voeux Road Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

3. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the Meeting or adjourned meeting.

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