G-Resources Group Limited — Proxy Solicitation & Information Statement 2011

Feb 14, 2011

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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 SPECIAL GENERAL MEETING TO BE HELD ON THURSDAY, 3 MARCH 2011 AT 10: 00 A.M.

I/We[(Note][1)] ,

of

being the registered holder(s) of[(Note][2)]

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

G-Resources Group Limited (the ‘‘Company’’), hereby appoint

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 special general meeting of the Company (the ‘‘Meeting’’) to be held at 7/F., Board Room, Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 3 March 2011 at 10: 00 a.m. and at any adjournment(s) thereof (as the case may be) on the undermentioned resolution as indicated below, and if no indication is given, as my/our proxy think fit:

ORDINARY RESOLUTION

For[(Note][4)] Against[(Note][4)]

1. To approve the grant of share options to Mr. Or Ching Fai to subscribe for 100,000,000 ordinary shares of the Company of HK$0.01 each (the ‘‘Share(s)’’) at an exercise price of HK$0.700 per Share under the share option scheme adopted by the Company on 30 July 2004 and to authorise the directors of the Company to do all such acts and execute all such documents as may be necessary and expedient to effect and implement the grant of share options.

Dated this

day of

2011 Signature(s)[(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).

3. 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.

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

5. 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.

6. 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.

7. 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).

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

9. 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