G-Resources Group Limited — Proxy Solicitation & Information Statement 2014

Aug 6, 2014

PALADIN LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 495 and 642 (Preference Shares))

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We,[1]

of

being the registered holder(s) of[2] ordinary shares (‘‘Ordinary Shares’’) of PALADIN LIMITED (the ‘‘Company’’) HEREBY APPOINT[3] of or the Chairman of the special general meeting of the Company (the ‘‘Meeting’’) to act as my/our proxy to attend and act for me/us on my/ our behalf at the Meeting to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Friday, 22 August 2014 at 2:00 p.m., (or at any adjournment thereof) convened for the purpose of considering and, if thought fit,, passing with or without amendment the resolution set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof), to vote for me/us as hereunder indicated4, or if no such indication is given, as my/our proxy thinks fit.

	Ordinary Resolutions	Ordinary Resolutions	For4	Against4
	1.	(a)To remove Mr. Law Fong as director of the Company with immediate effect.
		(b)To remove Mr. Chen Te Kuang Mike as director of the Company with immediate effect.
		(c)To remove Ms. Song Fang Zhou as director of the Company with immediate effect.
		(d)To remove Mr. Wong Chong Wei Runrun as director of the Company with immediateeffect.
		(e)To remove Ms. Ng Hei Pak as director of the Company with immediate effect.
		(f)To remove Ms. Lam Chi Wai Tammy as director of the Company with immediate effect.
		(g)To remove any other person or persons who may have been appointed as directors of theCompany by the board of the Company during the period from the date of therequisition notice dated 2 May 2014 from Gold Seal Holdings Limited and Mr. Oung DaMing, the shareholders of the Company, to the date of the special general meeting of theCompany.
	2.	(a)To appoint Mr. Yuen Chi Wah as director of the Company with immediate effect.
		(b)To appoint Mr. Chan Chi Ho as director of the Company with immediate effect.
	3.	(a)To re-elect Ms. Song Fang Zhou as the independent non-executive director of theCompany.
		(b)To re-elect Mr. Wong Chong Wei Runrun as the independent non-executive director ofthe Company.
		(c)To re-elect Ms. Ng Hei Pak as the independent non-executive director of the Company.
		(d)To re-elect Ms. Lam Chi Wai Tammy as the non-executive director of the Company.

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 Ordinary 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 Ordinary 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 THE RESOLUTIONS SET OUT ABOVE, TICK THE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE BOXES MARKED ‘‘AGAINST’’. Failure to tick one only of the boxes 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 Ordinary Share, any one of such persons may vote at the Meeting either personally of by proxy in respect of such Ordinary 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 he determined by the order in which the names stand in the register of members in respect of the joint holding.

7. theTo beCompanyvalid, this’s shareformRegistrarof proxy,intogetherHong Kong,with theComputersharepower of attorneyHongorKongotherInvestorauthorityServices(if any)Limitedunder whichat 17Mit isFloor,signedHopewellor a notariallyCentre,certified183 Queencopy’s RoadthereofEast,mustHongbe lodgedKong,withnot less than 48 hours before the time appointed for the holding of the Meeting.

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 Ordinary Shareholders from attending and voting in person at the Meeting or any adjournment of it if they so wish. Preference Shareholders are not entitled to attend or vote at the Meeting.