Greenheart Group Limited — M&A Activity 2014

Jul 16, 2014

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.

GREENHEART GROUP LIMITED 綠森集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 94)

ANNOUNCEMENT UPDATE ON THE POSSIBLE TRANSACTION PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by Greenheart Group Limited (“ Company ”) pursuant to Rule 3.7 of The Hong Kong Code on Takeovers and Mergers (“ Takeovers Code ”).

Reference is made to the announcement of the Company dated 17 June 2014 in relation to the Possible Transaction (“ Previous Announcement ”). Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the Previous Announcement.

The Board wishes to update the Shareholders and potential investors that, as advised by Emerald (which, through its wholly-owned subsidiary Sino-Capital, owns approximately 62.82% of the existing issued share capital of the Company as at the date of this announcement), since the publication of the Previous Announcement and up to the date of this announcement, Emerald has received a number of non-binding indicative bids from certain Potential Investors and is currently assessing each of them. No formal or legally binding agreement has been entered into between Emerald or Sino-Capital and any of such Potential Investors in respect of the Possible Transaction.

Further announcement(s) setting out the progress of the Possible Transaction will be made as and when necessary in accordance with the Listing Rules and the Takeovers Code and on a monthly basis until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with the Possible Transaction is made.

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There is no assurance that any transaction mentioned in this announcement will materialize or eventually be consummated and the discussions may or may not lead to a general offer. Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the Shares and/or other securities of the Company.

By Order of the Board Greenheart Group Limited Paul Jeremy Brough Interim Chief Executive Officer and Executive Director

Hong Kong, 16 July 2014

As at the date hereof, the Board comprises two executive Directors, namely Messrs. Paul Jeremy Brough and Hui Tung Wah, Samuel, three non-executive Directors, namely Messrs. Wang Tong Sai, Eddie, Simon Murray and Colin Denis Keogh, and three independent non-executive Directors, namely Messrs. Wong Che Keung, Richard, Tong Yee Yung, Joseph and Wong Kin Chi.

All Directors jointly and severally accept full responsibility for accuracy of the information contained 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 statement in this announcement misleading.

Website: http://www.greenheartgroup.com

• For identification purposes only

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