G Resources : General Mandates to Issue and Repurchase Shares, Re-Election of Directors and Notice of Annual General Meeting (in PDF)

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 however 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-ResourcesGroup Limited (the "Company"), 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.

G-Resources Group Limited

國際資源集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Novotel Century Hong Kong, Plaza 1−2, lower lobby, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 18 June 2019 at 10:00 a.m. is set out on pages 16 to 21 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Whether or not you are able to attend the annual 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 Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding the annual 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 annual general meeting or any adjournment thereof should you so wish.

* For identification purposes only

29 April 2019

CONTENTS

			Page
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3-7
Appendix I	-	Explanatory Statement for the Repurchase Mandate . . . . . . . . . . .	8-11
Appendix II	-	Biographical Details of Directors Proposed for Re-election. . . . . . .	12-15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			16-21
Accompanying: Form of proxy for the AGM

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Novotel Century Hong Kong, Plaza 1−2, lower lobby, 238
	Jaffe Road, Wanchai, Hong Kong on Tuesday, 18 June 2019
	at 10:00 a.m. and any adjournment thereof
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company, as amended from time to
	time
"close associates"	has the same meaning ascribed thereto in the Listing Rules
"Company"	G-Resources Group Limited, a company incorporated in
	Bermuda with limited liability, whose shares are listed on
	the main board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"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
"Issue Mandate"	general authority to the Directors to allot and issue Shares
	with total amount not exceeding 20% of the total number of
	issued Shares as at the date of passing of the relevant
	resolution
"Latest Practicable Date"	22 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

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	DEFINITIONS
"Notice"	the notice for convening the AGM as set out on pages 16 to
	21 of this circular
"Ordinary Resolution(s)"	the proposed ordinary resolution(s) as referred to in the
	Notice
"Repurchase Mandate"	the authority to the Directors to exercise all the powers of
	the Company to repurchase Shares up to a maximum of
	10% of the total number of issued Shares as at the date of
	passing of the relevant resolution
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
"%"	per cent

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LETTER FROM THE BOARD

G-Resources Group Limited

國際資源集團有限公司*

(Incorporated in Bermuda with limited liability)

	(Stock Code: 1051)
Non-executive Director:	Registered Office:
Ms. Li Zhongye, Cindy (Chairperson)	Canon's Court
	22 Victoria Street
Executive Directors:	Hamilton HM 12
Mr. Leung Oi Kin	Bermuda
Mr. Leung Wai Yiu, Malcoln
	Principal Place of Business
Independent non-executive Directors:	in Hong Kong:
Mr. Lo Wa Kei, Roy	Room 1801, 18/F
Mr. Chen Gong	Capital Centre
Mr. Martin Que Meideng	No. 151 Gloucester Road
	Wanchai
	Hong Kong
	29 April 2019
To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM, which include (i) the grant of the Issue Mandate, (ii) the grant of the Repurchase Mandate, and (iii) the re-election of retiring Directors.

* For identification purpose only

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