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

Feb 14, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of G-Resources Group Limited (the ‘‘Company’’) will 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. (the ‘‘SGM’’) or any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:

‘‘THAT:

• (1) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to grant to Mr. Or Ching Fai, an independent non-executive director of the Company, 100,000,000 share options (the ‘‘Share Options’’) 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 of the Company adopted on 30 July 2004 (the ‘‘Share Option Scheme’’) on such terms as they consider appropriate; and

• (2) the Directors be and are hereby authorised to do all such acts and execute all such documents as may be necessary and expedient to give full effect to the grant of the Share Options to Mr. Or Ching Fai and the issue of Shares upon exercise of the Share Options under the Share Option Scheme.’’

By Order of the Board G-Resources Group Limited Chiu Tao

Chairman

Hong Kong, 15 February 2011

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Principal Place of Business in Hong Kong: Rooms 4501–02 & 4510, 45/F. China Resources Building No. 26 Harbour Road Wanchai Hong Kong

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

Notes:

1. A shareholder of the Company (‘‘Shareholder’’) entitled to attend and vote at the SGM may appoint another person as his proxy to attend and to vote in his stead. A shareholder who is the holder of two or more shares of the Company (the ‘‘Shares’’) may appoint more than one proxy to attend on the same occasion. A proxy need not be a Shareholder.

2. Where there are joint registered holders of any Share, any one such person may vote at the SGM, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders 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 the Company’s branch share registrar in Hong Kong, 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 appointed for holding the SGM or any adjournment thereof.

As at the date of this notice, the Board comprises (i) Mr. Chiu Tao, Mr. Owen L Hegarty, Mr. Peter Geoffrey Albert, Mr. Ma Xiao, Mr. Wah Wang Kei, Jackie, Mr. Hui Richard Rui and Mr. Kwan Kam Hung, Jimmy as executive directors of the Company; (ii) Mr. Tsui Ching Hung as non-executive director of the Company; and (iii) Mr. Or Ching Fai, Ms. Ma Yin Fan and Mr. Leung Hoi Ying as independent non-executive directors of the Company.

• For identification purpose only

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