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

Feb 14, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt about 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 in G-Resources Group 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 or the transfer was effected for transmission to the purchaser or the transferee.

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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)

PROPOSED GRANT OF SHARE OPTIONS TO MR. OR CHING FAI

A notice convening the special general meeting of G-Resources Group Limited (the ‘‘Company’’) 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. is set out on pages 9 to 10 of this circular. Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with instructions printed thereon and return it 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 as soon as possible but in any event not less than 48 hours before the time for holding the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish.

• For identification purpose only

15 February 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Grant of Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for the Grant of Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘associate(s)’’ has the same meaning ascribed thereto in the Listing Rules ‘‘Board’’ the board of Directors ‘‘Bye-laws’’ the bye-laws of the Company ‘‘Company’’ G-Resources Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

• ‘‘connected person(s)’’ has the meaning as defined in the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘Existing Options’’ the options (other than the Share Options) which have been granted to Mr. Or under the Share Option Scheme as at the Latest Practicable Date

• ‘‘Grant of Share the proposed grant of the Share Options to Mr. Or Options’’

• ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Independent Shareholders other than the connected persons of the Company Shareholders’’ and their respective associates

• ‘‘Latest Practicable 9 February 2011, being the latest practicable date for Date’’ ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Martabe Project’’ Martabe Gold and Silver Project owned by PT Agincourt Resources in the Regency of South Tapanuli, North Sumatra, Indonesia

• ‘‘Mr. Or’’ Mr. Or Ching Fai, a Vice-Chairman and an independent nonexecutive Director of the Company

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DEFINITIONS

• ‘‘SGM’’ the special general meeting of the Company 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. for the purpose of considering and, if thought fit, approving the Grant of Share Options

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the capital of the Company ‘‘Share Options’’ the 100,000,000 share options to subscribe for 100,000,000 Shares under the Share Option Scheme, the details of which are set out in the section headed ‘‘Proposed Grant of Share Option’’ in the Letter from the Board of this circular

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 30 July 2004

• ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent

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LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. Chiu Tao (Chairman)

Mr. Owen L Hegarty (Vice-Chairman)

Mr. Peter Geoffrey Albert (Chief Executive Officer)

Mr. Ma Xiao (Deputy Chief Executive Officer)

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

• Mr. Wah Wang Kei, Jackie

• Mr. Hui Richard Rui

• Mr. Kwan Kam Hung, Jimmy

Non-executive Director:

Mr. Tsui Ching Hung

Independent non-executive Directors:

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

Mr. Or Ching Fai (Vice-Chairman)

Ms. Ma Yin Fan

Mr. Leung Hoi Ying

15 February 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF SHARE OPTIONS TO MR. OR CHING FAI

INTRODUCTION

Reference is made to the announcement of the Company dated 20 December 2010 in relation to the Grant of Share Options.

On 17 December 2010, the Board has resolved to grant to Mr. Or the Share Options to subscribe for Shares under the Share Option Scheme. As further explained below, the Grant of Share Options is subject to the approval from the Independent Shareholders.

The purpose of this circular is to provide you with (i) the information on the Grant of Share Options; (ii) the recommendation from the independent non-executive Directors (excluding Mr. Or who is the grantee of the Share Options) to the Independent Shareholders

• For identification purpose only

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LETTER FROM THE BOARD

in respect of the Grant of Share Options; and (iii) the notice of the SGM at which ordinary resolutions will be proposed for the Independent Shareholders to consider, and if thought fit, to approve the Grant of Share Options.

PROPOSED GRANT OF SHARE OPTIONS

• Date of grant : 17 December 2010 (the ‘‘Date of Grant’’) Exercise price of : HK$0.700 to subscribe for one Share, being the highest of (i) Share Options the closing price of HK$0.590 per Share as stated in the daily quotations sheet issued by the Stock Exchange on the Date of Grant; (ii) the average closing price of HK$0.584 per Share as stated in the daily quotations sheet issued by the Stock Exchange for the 5 business days immediately preceding the Date of Grant; and (iii) HK$0.01 being the nominal value of the Share

• Number of Share : 100,000,000 share options (each Share Option shall entitle the Options holder of the Share Option to subscribe for one Share)

• Closing price of the : HK$0.590 per Share Shares on the Date of Grant

• Validity period of Share Options

• : upon fulfillment of vesting conditions and upto a maximum period of 5 years from the date of offer letter

• Vesting conditions for Share Options

• : 1) as to 50%, upon the first gold production by G-Resources Martabe Pty Ltd (ACN 119 655 506) (formerly known as OZ Minerals Martabe Pty Ltd ACN 119 655 506) and its subsidiary under the Martabe Project;

• 2) as to 25%, upon the process plant of the Martabe Project being in operation and having reached its designed capacity of not less than a monthly average of gold production of 90% of the board approved production output for that year over a period of any six (6) consecutive months after the first gold production at the Martabe Project; and

• 3) as to 25%, upon the process plant of the Martabe Project being in operation and having reached its designed capacity of not less than a monthly average of gold production of 90% of the board approved production output for that year over a period of any twelve (12) consecutive months after the first gold production at the Martabe Project,

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LETTER FROM THE BOARD

provided always that, in each case, no Share Options shall be vested at any time prior to the expiry of twelve (12) months from the Date of Grant.

• Consideration on acceptance of the Share Options

• : HK$1.00 paid by Mr. Or upon acceptance of the grant

• Rights attached to the Shares to be issued on exercise of the Share Options

• : the Shares to be issued upon the exercise of Share Options shall rank pari passu in all respects with the fully paid Shares in issue as from the day when the name of the grantee is registered on the register of members of the Company and shall entitle the holders to participate in all dividends or other distributions to be paid or made on or after the date when the name of the grantee is registered on the register of members of the Company other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the grantee is registered on the register of members of the Company.

LISTING RULES IMPLICATIONS

Pursuant to Rule 17.04(1) of the Listing Rules, each grant of options to any director, chief executive or substantial shareholder of a listed issuer, or any of their respective associates, must be approved by independent non-executive directors of the listed issuer (excluding independent non-executive director who is the grantee of the options). The Grant of Share Options to Mr. Or, who is an independent non-executive Director, has been approved by the independent non-executive Directors (excluding Mr. Or who is the grantee of the Share Options) on the Date of Grant.

Further pursuant to Rule 17.04(1) of the Listing Rules, where any grant of options to a substantial shareholder or an independent non-executive director of the listed issuer, or any of their respective associates, would result in the securities issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (i) representing in aggregate over 0.1% of the relevant class of securities in issue; and (ii) having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, the grant of options must be approved by shareholders of the listed issuer at a general meeting at which all connected persons of the listed issuer must abstain from voting in favour of the relevant resolutions.

The Grant of Share Options to Mr. Or falls within the ambits of Rule 17.04(1) of the Listing Rules as it exceeded (i) 0.1% of the total number of 14,066,831,950 Shares in issue as at the Date of Grant and (ii) HK$5 million in aggregate value based on the closing price of the Shares at the Date of Grant. Therefore, in accordance with Rule 17.04(1) of the Listing Rules and the relevant rules of the Share Option Scheme, the Grant of Share

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LETTER FROM THE BOARD

Options is subject to the Independent Shareholders’ approval. All connected persons of the Company shall abstain from voting in favour of the resolutions proposed at the SGM approving the Grant of Share Options.

As at the Latest Practicable Date, no notice has been received by the Company from any of the connected persons of the Company of his, her or its intention to vote against the relevant resolutions to be proposed at the SGM.

As at the Latest Practicable Date, none of the Directors acted as trustees of the Share Option Scheme or had any direct or indirect interest in the trustees (if any) of the Share Option Scheme.

REASONS FOR THE GRANT OF SHARE OPTIONS

Mr. Or was appointed as the Vice-Chairman and an independent non-executive Director on 22 July 2009. Before joining the Company, he was the Vice-Chairman, Chief Executive Officer and an executive director of Hang Seng Bank Limited (‘‘Hang Seng’’), a subsidiary of The Hongkong and Shanghai Banking Corporation Limited (‘‘HSBC’’). Mr. Or had worked for HSBC for more than 35 years.

The Company recognizes the importance of maintaining a high standard of corporate governance and feels honored to have Mr. Or joining the Company. Mr. Or’s wealth of working and management experience in HSBC, Hang Seng and a number of blue-chip listed companies is a valuable asset to the Company. In particular, he has introduced the model of leading blue-chip listed companies in the aspects of internal control and corporate governance, which is beneficial to the internationalization of the Company. The Board considers that effective corporate governance is crucial to the corporate success and to the enhancement of shareholder value.

The Company experienced some major challenges in 2010, therefore the construction of the Company’s Martabe Project in Indonesia has been delayed accordingly. During the difficult period in the past, Mr. Or has given valuable guidance and advice to the Company assisting the Martabe Project back on track. The Share Options are granted to Mr. Or as a recognition of Mr. Or’s contribution to the Company and as an encouragement to Mr. Or to continue to make effort as well as contribution to the Company and to share the results of gold production with the Company.

As at the Latest Practicable Date, Mr. Or was interested in 9,999,000 Shares and the Existing Options granted by the Company on 23 November 2009 to subscribe for 9,000,000 Shares at an exercise price of HK$0.550 each (the validity period of these options is upon fulfillment of vesting conditions and upto a maximum period of 5 years from the date of offer letter). Save as the above, Mr. Or did not have any interest in any securities of the Company as at the Latest Practicable Date.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

The SGM 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., at which resolutions will be proposed to approve the Grant of Share Options. The notice of the SGM is set out on pages 9 to 10 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, please complete the form of proxy in accordance with the instructions printed thereon and deposit it 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 as soon as possible but in any event not less than 48 hours before the time fixed for holding of the SGM or adjourned meeting thereof. The lodging of the proxy form will not preclude you from attending and voting in person at the SGM or any adjourned meeting if you so wish.

Pursuant to Rule 17.04(1) of the Listing Rules, all connected persons of the Company and their respective associates are required to abstain from voting in favour of the resolutions approving the Grant of Share Options at the SGM. To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, all the Directors and their respective associates are connected persons of the Company and their aggregate interests in Shares were 220,665,000 shares as at the Latest Practicable Date, representing approximately 1.57% of the issued Shares of the Company. Save as the above, no other Shareholders are required to abstain from voting in favour at the SGM under the Listing Rules.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the SGM shall be voted by poll.

RECOMMENDATION

In light of the reasons mentioned in the paragraph ‘‘Reasons for the Grant of Share Options’’, the Board and all the independent non-executive Directors (excluding Mr. Or who is the grantee of the Share Options) consider that the terms of the Grant of Share Options to Mr. Or are fair and reasonable so far as the Company is concerned and in the interests of the Company and the Shareholders as a whole.

Accordingly, the Board and all the independent non-executive Directors (excluding Mr. Or who is the grantee of the Share Options) recommend Independent Shareholders to vote in favour of the ordinary resolutions as set out in the notice of SGM for approving the Grant of Share Options to Mr. Or.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement contained herein or this circular misleading.

Yours faithfully, for and on behalf of the Board G-Resources Group Limited Chiu Tao Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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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 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

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

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.

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