Greenheart Group Limited — AGM Information 2015

Apr 27, 2015

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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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Skyfame Realty (Holdings) Limited (the “ Company ”) will be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Tuesday, 9 June 2015 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited Financial Statements of the Company; the Directors’ Report and Independent Auditor’s Report for the year ended 31 December 2014.

2. (A) To re-elect Mr. YU Pan as executive director.

3. (B) To re-elect Mr. CHENG Wing Keung, Raymond as independent nonexecutive director.

4. (C) To re-elect Ms. CHUNG Lai Fong as independent non-executive director.

5. (D) To authorise the board of directors of the Company to fix the directors’ remuneration.

6. To re-appoint Messrs BDO Limited as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration.

As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions, as ordinary or, as the case may be, special resolutions:

ORDINARY RESOLUTIONS

4(A). “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined below) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements

• For identification purpose only

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and options, including bonds, warrants, debentures and other securities convertible into shares of the Company, which would or might require the exercise of such powers subject to and in accordance with all applicable laws and bye-laws of the Company (the “ Bye-laws ”) be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall in addition to any authorization given to the Directors and shall authorize the Directors during the Relevant Period to make and grant offers, agreements and options, including bonds, warrants, debentures and other securities convertible into shares of the Company, which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any issue of shares of the Company on exercise of rights of subscription or conversion under any bonds, warrants, notes, debentures and securities which are convertible into shares of the Company; or (iii) any issue of shares of the Company under any share option scheme or similar arrangement for the time being adopted for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares of the Company; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws, shall not exceed 20% of the aggregate nominal amount of share capital of the Company in issue at the date of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any laws applicable to the Company to be held; or

• (iii) the revocation or variation of the authority set out in this resolution by the passing of an ordinary resolution in a general meeting of the Company.

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“ Rights Issue ” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

4(B). “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which shares of the Company may be listed and recognized by the Securities and Futures Commission or the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any laws applicable to the Company to be held; or

• (iii) the revocation or variation of the authority set out in this resolution by an ordinary resolution in a general meeting of the Company.”

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• 4(C). “ THAT conditional upon resolutions numbered 4(A) and 4(B) in the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to resolution numbered 4(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share of the Company which had been repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution.”

• “ THAT

• (a) conditional on the Listing Committee of the Stock Exchange (“ Listing Committee ”) granting approval for the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of any options which may be granted under the share option scheme (a copy of which is produced to the meeting and marked “A” and signed by the chairman of the meeting for the purpose of identification) (the “ New Share Option Scheme ”), the New Share Option Scheme be and is hereby approved and adopted by the Company and the directors of the Company be and are hereby authorised to grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of any options granted thereunder and to do all such acts and enter into all such transactions, arrangements and agreements as may be necessary or expedient as they think fit from time to time in order to give effect to the New Share Option Scheme; and

• (b) the existing share option scheme adopted by the Company on 4 August 2005 be terminated with effect from the date on which the Listing Committee granting the relevant approval and permission referred to above and no further options may be offered pursuant thereto.”

• “ THAT all of the convertible non-voting preference shares of HK$0.01 each of the Company and all of the ordinary shares in the authorized share capital of the Company shall be re-classified as shares of HK$0.01 each of the Company so that the authorized share capital of the Company shall be HK$300,000,000 divided into 30,000,000,000 shares of HK$0.01 each.”

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SPECIAL RESOLUTIONS

1. “ THAT

2. (a) the amended and restated bye-laws of the Company in the form of the document marked “B” and tabled before the Meeting and initialed by the chairman of the Meeting for identification purpose, be approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with effect after the conclusion of this meeting; and

3. (b) the Board be and is hereby authorised to sign, execute and deliver all such documents, instruments and agreements (including the affixation of the common seal of the Company when required), and to do all such acts or things, as it may consider necessary, appropriate, desirable or expedient to give effect to or otherwise in connection with the matters contemplated in paragraph (a) of this resolution.”

4. “ THAT :

5. (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda and compliance with other requirements under the laws of Bermuda, the Chinese name “天譽置業（控股）有限公司” be adopted as the secondary name of the Company with effect from the date of entry of the secondary name of the Company on the register by the Registrar of Companies in Bermuda; and

6. (b) the Board be and is hereby authorised to sign, execute and deliver all such documents, instruments and agreements (including the affixation of the common seal of the Company where required) and to do all such acts or things as it may consider necessary, appropriate, desirable or expedient to give effect or otherwise in connection with the matters contemplated in paragraph (a) of this resolution.”

By Order of the Board Skyfame Realty (Holdings) Limited CHEUNG Lin Shun Company Secretary

Hong Kong, 27 April 2015

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Notes:

1. Any member of the Company entitled to attend and vote at the meeting by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/ her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority must be delivered to the office of Tricor Abacus Limited, the Company’s branch share registrar in Hong Kong at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or by way of notice to or in any document accompanying the notice convening the meeting not less than fortyeight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default, the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

6. As at the date of this notice, the Board comprises Mr. YU Pan, Mr. WEN Xiaobing and Mr. WONG Lok as the executive directors; Mr. ZHONG Guoxing as the non-executive director and Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong as the independent non-executive directors.

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