special general meeting ordinary resolution - G-Resources

(Incorporated in Bermuda with limited liability)
(Stock Code: 1051)
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 1606-07, 16/F., Great Eagle
Centre, 23 Harbour Road, Wanchai, Hong Kong at 10:00 a.m. on Wednesday, 25 July 2007 for
the purpose of considering and, if thought fit, passing (with or without modifications) the following
resolution:
ORDINARY RESOLUTION
“THAT the terms and conditions, execution, delivery, performance and implementation of the
Acquisition Agreements (as defined and described in the circular (the “Circular” - of the Company
dated 10 July 2007), a copy of which is produced to the meeting marked “A” and signed by the
chairman of the meeting for the purpose of identification, and the transactions contemplated in or
incidental to the Acquisition Agreements be and are hereby approved, confirmed and ratified; and
the directors and the secretary of the Company or any of them be and are hereby authorised on
behalf of the Company:
(i) to sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts,
matters and things as they may in their discretion consider necessary or desirable for the
purpose of or in connection with the implementation of the Acquisition Agreements and all
transactions contemplated thereunder; and
(ii) subject to the fulfillment or waiver of the conditions precedent of the Acquisition Agreements,
to issue and allot the Consideration Shares (as defined and described in the Circular) in
accordance with the terms of the Acquisition Agreements.”
Hong Kong, 10 July 2007
By order of the board of
Smart Rich Energy Finance (Holdings) Ltd.
Wong Kam Fu
Chairman
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Notes:
1. A member entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and on a poll vote
instead of him. A proxy need not be a member of the Company.
2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is
signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s Registrars
in Hong Kong, Union Registrars Limited at Room 1803, Fook Lee Commercial Centre, Town Place, 33
Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the SGM or
adjourned meeting.
3. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person
at the SGM or adjourned meeting.
4. As at the date hereof, the board comprises of 6 executive director namely, Mr. Wong Kam Fu, Mr. Tam Wai
Keung, Billy, Mr. Lew Mon Hung, Mr. Wong Hong Loong, Mr. Sin Chi Keung, Mega, Mr. Edward Patrick
Jacobson; 2 non-executive directors namely, Mr. Frank Douglas Magnus and Mr. Tang Yantian Michael and 3
independent non-executive directors namely Mr. Wong Che Man, Eddy, Mr. Tang King Fai, Kelvin and Mr. Dai
Zhongcheng.
* For identification purpose only
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