Greenheart Group Limited — M&A Activity 2013

Mar 21, 2013

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.

EMERALD PLANTATION GROUP LIMITED

(incorporated in the Cayman Islands with limited liability)

CLOSE OF THE OFFERS

UNCONDITIONAL MANDATORY GENERAL CASH OFFER

BY

MOELIS & COMPANY ASIA LIMITED

ON BEHALF OF

EMERALD PLANTATION GROUP LIMITED

TO ACQUIRE ALL THE ISSUED ORDINARY SHARE CAPITAL

OF

GREENHEART GROUP LIMITED

(STOCK CODE 094.HK)

(OTHER THAN THE ORDINARY SHARES ALREADY OWNED OR CONTROLLED BY

EMERALD PLANTATION GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME THE OFFER IS MADE), OFFER FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS AND OFFER FOR ALL OUTSTANDING CONVERTIBLE NOTES

Financial adviser to Emerald Plantation Group Limited

The Offeror announces that the Offers closed on Thursday, 21 March 2013.

As at 4:00 p.m. on Thursday, 21 March 2013, being the latest time for acceptance of the Offers as set out in the Offer Document, the Offeror has received valid acceptances in respect of (i) 669,926 Shares under the Share Offer (representing approximately 0.08% of the total issued capital of the Offeree, Greenheart Group Limited), (ii) 22,129,580 Options under the Option Offer (representing approximately 47.88% of the 46,222,070 Options outstanding immediately prior to the Offers) and (iii) has not received any valid acceptance in respect of the Convertible Notes under the Convertible Notes Offer.

The Offers were not revised or extended.

Immediately before the commencement of the Offer Period, the Offeror, through its wholly owned subsidiary SCGI and persons acting in concert with the Offeror, owned and controlled 495,519,102 Shares, representing approximately 62.73% of the total issued share capital of the Offeree (based on the total issued share capital of the Offeree as at the date of this announcement, being 789,889,104 ordinary shares).

Immediately after the close of the Offers (assuming completion of transfers of all the Shares tendered for acceptance under the Share Offer and cancellation of all the Options tendered for acceptance under the Option Offer), (i) 22,129,580 Options were cancelled (representing approximately 47.88% of the 46,222,070 Options outstanding immediately prior to the Offers), (ii) 496,189,028 Shares (representing approximately 62.82% of the total issued share capital of the Offeree) were owned, controlled or directed by the Offeror or persons acting in concert with it, and (iii) 2,901,000 Shares, representing approximately 0.37% of the total issued share capital of the Offeree were owned, controlled or directed by 3 directors of the Offeree. The balance of 290,799,076 Shares, representing approximately 36.82% of the total issued share capital of the Offeree were held by the public (as defined in the Listing Rules). Accordingly, after the close of the Offers, the minimum public float requirement of the Listing Rules is satisfied and the Shares continue to be listed on the Stock Exchange.

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Save for the valid acceptances in respect of 669,926 Shares and 22,129,580 Options as referred to above, the Offeror and parties acting in concert with it had no other dealings in the Shares or any convertible securities, warrants, options and derivatives of the Offeree and did not acquire or agree to acquire any Shares or voting rights of the Offeree during the Offer Period. The Offeror and parties acting in concert with it had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Code) of the Offeree during the Offer Period.

Reference is made to the announcement issued by Emerald Plantation Group Limited (the " Offeror ") dated 31 January 2013, the offer document (the " Offer Document ") issued by the Offeror dated 21 February 2013 in relation to the Offers and the Offeree board circular dated 7 March 2013. Defined terms used in this announcement have the same meanings as defined in the Offer Document unless the context otherwise requires.

CLOSE OF THE OFFERS AND LEVEL OF ACCEPTANCES

The Offeror announces that the Offers closed on Thursday, 21 March 2013.

As at 4:00 p.m. on Thursday, 21 March 2013, being the latest time for acceptance of the Offers as set out in the Offer Document, the Offeror has received valid acceptances in respect of (i) 669,926 Shares under the Share Offer (representing approximately 0.08% of the total issued capital of the Offeree, Greenheart Group Limited), (ii) 22,129,580 Options under the Option Offer and (iii) has not received any valid acceptance in respect of the Convertible Notes under the Convertible Notes Offer.

The Offers were not revised or extended.

Save for the valid acceptances in respect of 669,926 Shares and 22,129,580 Options as referred to above, the Offeror and parties acting in concert with it had no other dealings in the Shares or any convertible securities, warrants, options and derivatives of the Offeree and did not acquire or agree to acquire any Shares or voting rights of the Offeree during the Offer Period. The Offeror and parties acting in concert with it had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Code) of the Offeree during the Offer Period.

SHAREHOLDINGS AND PUBLIC FLOAT

The Offers were not revised or extended.

Immediately before the commencement of the Offer Period, the Offeror, through its wholly owned subsidiary SCGI and persons acting in concert with the Offeror, owned and controlled 495,519,102 Shares, representing approximately 62.73% of the total issued share capital of the Offeree (based on the total issued share capital of the Offeree as at the date of this announcement, being 789,889,104 ordinary shares).

Immediately after the close of the Offers (assuming completion of transfers of all the Shares tendered for acceptance under the Share Offer and cancellation of all the Options tendered for acceptance under the Option Offer), (i) 22,129,580 Options were cancelled, (ii) 496,189,028 Shares (representing approximately 62.82% of the total issued share capital of the Offeree) were owned, controlled or directed by the Offeror or persons acting in concert with it, and (iii) 2,901,000 Shares, representing approximately 0.37% of the total issued share capital of the Offeree were owned, controlled or directed by 3 directors of the Offeree. The balance of 290,799,076 Shares, representing approximately 36.82% of the total issued share capital of the Offeree were held by the public (as defined in the Listing Rules). Accordingly, after the close of the Offers, the minimum public float requirement of the Listing Rules is satisfied and the Shares continue to be listed on the Stock Exchange.

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All time and date references contained in this announcement refer to Hong Kong times and dates.

By order of the Board of Emerald Plantation Group Limited

Paul Brough

Director

Hong Kong, 21 March 2013

As at the date of this announcement, the Directors of the Offeror are Paul Brough, Barry Field, Tong Sai Wang, Colin Keogh and Eugene Davis.

The Directors of the Offeror jointly and severally accept full responsibility for the accuracy of all the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any such statement contained in this announcement misleading.