G-Resources Group Limited — Proxy Solicitation & Information Statement 2008

Jul 7, 2008

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ SGM ”) of Smart Rich Energy Finance (Holdings) Ltd. (the “ Company ”) will be held at Suite 1606-7, 16/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Wednesday, 23 July 2008 at 11:00 a.m. to consider and, if thought fit, pass with or without modifications, the following resolutions each of which will be proposed as an ordinary resolution as indicated below:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the conditional sale and purchase agreement dated 17 April 2008 (as amended and varied by a supplemental agreement dated 20 May 2008, collectively the “ Agreement ”, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for purpose of identification) entered into between the Company, Rich Theme Holdings Limited as purchaser and Dorson Group Limited, Hopestar Group Limited and Dormer Group Limited as vendors (the “ Vendors ”) in relation to 360 shares of US$1.00 each in the share capital of Madagascar Petroleum International Limited, at an aggregate consideration of HK$810,000,000 be and are hereby approved, confirmed and ratified; and

3. (b) the directors of the Company be and are hereby authorised on behalf of the Company to do all such things and sign, seal, execute, perfect and deliver all such documents as they may in their discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation and/or give effect to any matters relating to the Agreement and all transactions contemplated thereunder.”

4. “ THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of, the listing of and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (the “ Refreshed General Scheme Limit ”) under the share option scheme as approved by an ordinary resolution passed by the shareholders of the Company on 28 August 2007 in the manner as set out in paragraph (a) of this resolution below,

5. (a) the refreshment of the Refreshed General Scheme Limit of up to 10% of the Shares in issue as at the date of passing of this resolution be and is hereby approved; and

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• (b) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

By Order of the Board Smart Rich Energy Finance (Holdings) Ltd. Lew Mon Hung Deputy Chairman

Hong Kong, 8 July 2008

Principal place of business in Hong Kong: Suite 1606-7, 16/F Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Notes:

1. A shareholder of the Company (“ Shareholder ”) entitled to attend and vote at the SGM 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 SGM, 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 SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members 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 Union Registrars Limited, the branch share registrar of Smart Rich Energy Finance (Holdings) Ltd., at Rooms 1901-2, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

4. As at the date of this notice, the Board comprises Mr. Wong Kam Fu, Dr. Lew Mon Hung, Mr. Tam Wai Keung, Billy, Mr. Wah Wang Kei, Jackie, 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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