G-Resources Group Limited — Proxy Solicitation & Information Statement 2006

Jul 20, 2006

PALADIN LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 495)

Form of proxy for use at the Special General Meeting to be held on Monday, 21 August, 2006 at 11:00 a.m. (or at any adjournment thereof)

I/We,[1 ]

of

being the registered holder(s) of[2]

shares

(“Shares”) of HK$0.50 each in the capital of PALADIN LIMITED (“the Company”) HEREBY APPOINT[3]

of

or the Chairman of the Meeting to act as my/our proxy to attend and act for me/us on my/our behalf at the Special General Meeting of the Company to be held at 11:00 a.m. on Monday, 21st August, 2006 at Antica Room, Hong Kong Gold Coast Hotel, 1 Castle Peak Road, Castle Peak Bay, Tuen Mun, Hong Kong (or at any adjournment thereof) convened for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at such meeting (or at any adjournment thereof), to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

==> picture [456 x 136] intentionally omitted <==

----- Start of picture text -----

For [4] Against [4]
ORDINARY RESOLUTION
1. The open offer
SPECIAL RESOLUTIONS
2. The capital reorganisation
3. The amendments to the bye-laws of the Company
ORDINARY RESOLUTION
4. The increase in authorised share capital
----- End of picture text -----

Signature[5 ] Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of Shares of the Company to which the proxy relates registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words “or the Chairman of the Meeting” and insert the name and address of the proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX MARKED “AGAINST” . Failure to tick in the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney duly authorised in writing.

6. In the case of joint registered holders of any Shares, any one of such persons may vote at the meeting either personally of by proxy in respect of such Shares but if more than one of such joint holders is present at the meeting personally or by proxy the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes off the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

7. To be valid, this 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 lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong , not less than 48 hours before the time appointed for the holding of the meeting (or adjournment meeting or the taking of the poll, as the case may be.)

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

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.