Greenheart Group Limited — M&A Activity 2015

May 13, 2015

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 Form of Acceptance, 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 Form of Acceptance.

香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對本接納表格之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表 示概不對因本接納表格全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Unless the context otherwise requires, terms used in this White Form of Acceptance shall bear the same meanings as those defined in the composite offer and response document dated 14 May 2015 (the “Composite Document”) jointly issued by Greenheart Group Limited (the “Company”) and Newforest Limited (the “Offeror”). 除文義另有所指外，本白色接納表格所用詞彙與綠森集團有限公司（「本公司」）與Newforest Limited（「要約人」）於二零一五年五月十四日聯合刊發之綜合要約及回應 文件（「綜合文件」）所界定者具有相同涵義。

WHITE FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE SHARE OFFER. 白色接納及過戶表格在 閣下欲接納股份要約時適用。

GREENHEART GROUP LIMITED 綠森集團有限公司[*]

(incorporated in Bermuda with limited liability)

（於百慕達註冊成立之有限公司）

(Stock Code: 094.HK) （股份代號：094.HK）

WHITE FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARES OF HK$0.01 EACH IN THE ISSUED SHARE CAPITAL OF GREENHEART GROUP LIMITED 綠森集團有限公司 已發行股本中每股面值0.01港元之普通股之白色接納及過戶表格

All parts should be completed 每項均須填寫

Hong Kong branch share registrar and transfer office:

Tricor Tengis Limited – Level 22, Hopewell Centre, 183 Queen’ s Road East, Hong Kong 香港股份過戶登記分處：

卓佳登捷時有限公司－香港皇后大道東183號合和中心22樓

FOR THE CONSIDERATION stated below, the “Transferor(s)” named below hereby transfer(s) to the “Transferee” named below the Share(s) held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the accompanying Composite Document. 根據本表格及隨附之綜合文件所載條款及條件，下列「轉讓人」現按下列代價，將以下註明轉讓人所持有之股份轉讓予下列「承讓人」。	FOR THE CONSIDERATION stated below, the “Transferor(s)” named below hereby transfer(s) to the “Transferee” named below the Share(s) held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the accompanying Composite Document. 根據本表格及隨附之綜合文件所載條款及條件，下列「轉讓人」現按下列代價，將以下註明轉讓人所持有之股份轉讓予下列「承讓人」。	FOR THE CONSIDERATION stated below, the “Transferor(s)” named below hereby transfer(s) to the “Transferee” named below the Share(s) held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the accompanying Composite Document. 根據本表格及隨附之綜合文件所載條款及條件，下列「轉讓人」現按下列代價，將以下註明轉讓人所持有之股份轉讓予下列「承讓人」。
Number of Share(s) to be transferred (Note) 將予轉讓之股份數目（附註）	FIGURES數目	WORDS大寫
Share certificate number(s) 股票號碼
TRANSFEROR(S) name(s) and address in full 轉讓人全名及地址 (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) （請用打字機或正楷填寫）	Family name(s) or company name(s): 姓氏或公司名稱：	Forename(s): 名字：
	Registered address: 登記地址：
		Telephone number: 電話號碼：
CONSIDERATION 代價	HK$0.71 in cash for each Share 每股股份0.71港元現金
TRANSFEREE 承讓人	Name名稱：Newforest Limited Correspondence address通訊地址： Suite 18D, 19-25 Jervois Street, Hong Kong 香港蘇杭街19-25號18D室 Occupation職業： Corporation法團

Signed by the Transferor(s) in the presence of: ALL JOINT 轉讓人在下列見證人見證下簽署： HOLDERS MUST SIGN HERE SIGNATURE OF WITNESS 見證人簽署 所有聯名 NAME OF WITNESS見證人姓名 Signature(s) of Transferor(s)/Company chop, if applicable 持有人均必須 Address of witness見證人地址 轉讓人簽署╱ 公司印鑑（如適用） 於本欄簽署

Occupation of witness 見證人職業

Date of submission of this WHITE Form of Acceptance and Transfer 提交本白色接納及過戶表格之日期

Do not complete 請勿填寫本欄 Signed by the Transferee in the presence of: For and on behalf of 代表 承讓人在下列見證人見證下簽署： Newforest Limited SIGNATURE OF WITNESS 見證人簽署 Authorised Signatory(ies) NAME OF WITNESS 見證人姓名 授權簽署人 Address of witness 見證人地址 Signature of Transferee 承讓人簽署 Occupation of Witness 見證人職業 Date of Transfer轉讓日期

Note: Insert the total number of Shares for which the Share Offer is accepted. If no number is specified or if the total number of Shares specified in this White Form of Acceptance is greater than the Shares tendered and you have signed this White Form of Acceptance, you will be deemed to have accepted the Share Offer in respect of the Shares as shall be equal to the number of the Shares tendered by you. If the number specified in this White Form of Acceptance is smaller than the Shares tendered and you have signed this White Form of Acceptance, you will be deemed to have accepted the Share Offer in respect of the Shares equal to the number of the Shares specified in this White Form of Acceptance.

附註： 請填上接納股份要約之股份總數。倘於本白色接納表格並無指定數目或倘指定之股份總數大於所提交股份數目，而 閣下已簽署本白色接納表格，則 閣下將被視為就相等於 閣下所提 交之股份之數目接納股份要約。倘於本白色接納表格指定之數目少於所提交股份數目，而 閣下已簽署本白色接納表格，則 閣下被視為就相等於本白色接納表格指定之股份數目之股份 接納股份要約。

• For identification purposes only 僅供識別

THIS WHITE FORM OF ACCEPTANCE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of this White Form of Acceptance or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your Shares, you should at once hand this White Form of Acceptance and the accompanying Composite Document to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The making of the Share Offer to the Overseas Holders may be prohibited or affected by the laws of the relevant jurisdictions. If you are an Overseas Holder, you should obtain appropriate legal advice regarding the implications of the Share Offer in the relevant jurisdictions with a view to observing any applicable legal or regulatory requirements. It is your responsibility if you wish to accept the Share Offer to satisfy yourself as to the full observance of the laws and regulations of the relevant jurisdictions in connection therewith, including but not limited to the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or regulatory or legal requirements. You will also be fully responsible for the payment of any transfer or other taxes and duties by whomsoever payable in respect of all relevant jurisdictions. The Offeror, VMS, the Company and any person involved in the Share Offer shall be entitled to be fully indemnified and held harmless by you for any taxes as you may be required to pay. Acceptance of the Share Offer by you will constitute a representation and warranty by you that the local laws and requirements have been complied with and you are permitted under all applicable laws to receive and accept the Share Offer, and any revision thereof, and such acceptance shall be valid and binding in accordance with all applicable laws. This White Form of Acceptance should be read in conjunction with the Composite Document.

HOW TO COMPLETE THIS WHITE FORM OF ACCEPTANCE

Shareholders are advised to read carefully the Composite Document before deciding whether or not to accept the Share Offer. To accept the Share Offer made by VMS on behalf of the Offeror, you should complete and sign this White Form of Acceptance and forward this White Form of Acceptance, together with the relevant Share certificate(s) and/or transfer receipt(s) and/or other document(s) of title and/or any satisfactory indemnity or indemnities required in respect thereof for the number of Share(s) in respect of which you wish to accept the Share Offer, by post or by hand, marked “Greenheart Group Limited – Share Offer” on the envelope, to the Registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable, but in any event so as to reach the Registrar by no later than 4:00 p.m. on Thursday, 4 June 2015 (or such later time and/or date as the Offeror may decide and announce, with the consent of the Executive, in accordance with the Takeovers Code). The provisions contained in Appendix I to the Composite Document are incorporated into and form part of this White Form of Acceptance.

WHITE FORM OF ACCEPTANCE IN RESPECT OF THE SHARE OFFER

To: The Offeror and VMS

1. My/Our execution of this White Form of Acceptance (whether or not such form is dated) will be binding on my/our successors and assignees, and will constitute:

2. (a) my/our irrevocable acceptance of the Share Offer made by VMS on behalf of the Offeror and contained in the Composite Document on and subject to the terms therein and herein mentioned, in respect of the number of Shares specified in this White Form of Acceptance or, (i) if no number is specified or, the total number of Shares specified is greater than the number of Shares tendered, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title (and/or satisfactory indemnity or indemnities required in respect thereof), I/we am/are deemed to have accepted the Share Offer in respect of the Shares as shall be equal to the number of the Shares, tendered by me/us, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title; and (ii) if the number specified in this White Form of Acceptance is smaller than the number of Shares tendered, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title, I/we am/are deemed to have accepted the Share Offer in respect of the Shares as shall be equal to the number of the Shares specified in this White Form of Acceptance;

3. (b) my/our irrevocable instruction and authority to each of the Offeror and/or VMS or their respective agent(s) to send a cheque crossed “Not negotiable – account payee only” drawn in my/our favour for the cash consideration to which I/we shall have become entitled under the terms of the Share Offer after deducting all seller’s(s’) ad valorem stamp duty payable by me/us in connection with my/our acceptance of the Share Offer, by ordinary post at my/our risk to the person and the address stated below or, if no name and address is stated below, to me or the first-named of us (in the case of joint registered Shareholders) at the registered address shown in the register of members of the Company as soon as possible but in any event within 7 Business Days of the date of receipt by the Registrar of all the relevant documents to render the acceptance under the Share Offer complete and valid; (Insert name and address of the person to whom the cheque is to be sent if different from the registered Shareholder or the first-named of joint registered Shareholders.)

Name: (in block letters)

Address: (in block letters)

• (c) my/our irrevocable instruction and authority to each of the Offeror and/or VMS and/or such person or persons as any of them may direct for the purpose, on my/our behalf, to make and execute the contract note as required by Section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) to be made and executed by me/us as the seller(s) of the Share(s) to be sold by me/us under the Share Offer and to cause the same to be stamped and to cause an endorsement to be made on this White Form of Acceptance in accordance with the provisions of that Ordinance;

• (d) my/our irrevocable instruction and authority to each of the Offeror and/or VMS and/or such person or persons as any of them may direct to complete and execute any document on my/our behalf in connection with my/our acceptance of the Share Offer and to do any other act that may be necessary or expedient for the purpose of vesting in the Offeror and/or such person or persons as it may direct my/our Share(s) tendered for acceptance of the Share Offer;

• (e) my/our undertaking to execute such further documents and to do such acts and things by way of further assurance as may be necessary or desirable to transfer my/our Share(s) tendered for acceptance under the Share Offer to the Offeror or such person or persons as it may direct fully paid and free from all liens, claims, charges, options, equities, encumbrances or other third party rights of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, the rights to receive all future dividends and/or other distributions (if any) declared, paid or made on or after the date of the Announcement;

• (f) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror and/or VMS and/or their respective agent(s) or such person or persons as any of them may direct on the exercise of any rights contained herein; and

• (g) my/our irrevocable instruction and authority to the Offeror and/or VMS or their respective agent(s) to collect from the Registrar on my/our behalf the Share certificate(s) in respect of the Share(s) due to be issued to me/us in accordance with, and against surrender of, the enclosed transfer receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof), which has/have been duly signed by me/us, and to deliver the same to the Registrar and to authorise and instruct the Registrar to hold such Share certificate(s) subject to the terms and conditions of the Share Offer as if it/they were Share certificate(s) delivered to the Registrar together with this White Form of Acceptance.

• 1. I/We understand that acceptance of the Share Offer by me/us will be deemed to constitute a representation and warranty by me/us to the Offeror and VMS that (i) the number of Share(s) specified in this White Form of Acceptance will be sold fully paid and free from all liens, claims, charges, options, equities, encumbrances or other third party rights of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, the rights to receive all future dividends and/or other distributions (if any) declared, paid or made on or after the date of the Composite Document; and (ii) I/we have not taken or omitted to take any action which will or may result in the Offeror, VMS or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Share Offer or his/her acceptance thereof, and am/are permitted under all applicable laws to receive and accept the Share Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws. For the avoidance of doubt, neither Hong Kong Securities Clearing Company Limited nor HKSCC Nominees Limited will give, or be subject to, any of the above representation and warranty.
• 1. In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Share Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease and in which event, I/we authorise and request you to return to me/us my/our Share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof), together with this White Form of Acceptance duly cancelled, by ordinary post at my/our risk to the person and address stated in 1(b) above or, if no name and address is stated, to me or the first named of us (in the case of joint registered Shareholders) at the registered address shown in the register of members of the Company. Note: Where you have sent one or more transfer receipt(s) and in the meantime the relevant Share certificate(s) has/have been collected by the Offeror and/or VMS and/or their respective agent(s) from the Company or from the Registrar on your behalf, you will be sent such Share certificate(s) in lieu of the transfer receipt(s).
• 1. I/We enclose the relevant Share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for the whole or part of my/our holding of Share(s) which are to be held by you on the terms and conditions of the Share Offer. I/We understand that no acknowledgement of receipt of any White Form(s) of Acceptance, Share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof) will be given. I/we further understand that all documents will be sent by ordinary post at my/our own risk.
• 1. I/We warrant and represent to you that I am/we are the registered Shareholder(s) of the number of Shares specified in this White Form of Acceptance and I/we have the full right, power and authority to sell and pass the title and ownership of my/our Share(s) to the Offeror by way of acceptance of the Share Offer.
• 1. I/We warrant to the Offeror and the Company that I/we have satisfied the laws of the jurisdiction where my/our address is stated in the register of members of the Company in connection with my/our acceptance of the Share Offer, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required and the compliance with all necessary formalities or legal requirements.

• I/We warrant to the Offeror and the Company that I/we shall be fully responsible for payment of any transfer or other taxes or duties payable in respect of the jurisdiction where my/our address is located as set out in the register of members of the Company in connection with my/our acceptance of the Share Offer.

• I/We acknowledge that, save as expressly provided in the Composite Document and this White Form of Acceptance, all acceptance, instructions, authorities and undertakings hereby given shall be irrevocable and unconditional.

• I/We irrevocably undertake, represent, warrant and agree to and with the Offeror, VMS and the Company (so as to bind my/our successors and assignees) that in respect of the Shares which are accepted or deemed to have been accepted under the Share Offer, which acceptance has not been validly withdrawn, and which have not been registered in the name of the Offeror or as it may direct, to give:

• (a) an authority to the Company and/or its agents from me/us to send any notice, circular, warrant or other document or communication which may be required to be sent to me/us as a member of the Company (including any Share certificate(s) and/or other document(s) of title issued as a result of conversion of such Shares into certificated form) to the attention of the Offeror at the Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong;

• (b) an irrevocable authority to the Offeror or its agents to sign any consent to short notice of any general meeting of the Company on my/our behalf and/or to attend an/or to execute a form of proxy in respect of such Shares appointing any person nominated by the Offeror to attend such general meeting (or any adjournment thereof) and to exercise the votes attaching to such Shares on my/our behalf, such votes to be cast in a manner to be determined at the sole discretion of the Offeror; and

• (c) my/our agreement not to exercise any such rights without the consent of the Offeror and my/our irrevocable undertaking not to appoint a proxy for, or to attend any, such general meeting and subject as aforesaid, to the extent I/we have previously appointed a proxy, other than the Offeror or its nominee or appointee, for or to attend or to vote at the general meeting of the Company, I/we hereby expressly revoke such appointment.

• For the avoidance of doubt, neither Hong Kong Securities Clearing Company Limited nor HKSCC Nominees Limited will give, or be subject to, any of the above representation and warranty.

• I/We acknowledge that my/our Shares sold to the Offeror by way of the Share Offer will be registered under the name of the Offeror or its nominee.

PERSONAL DATA

Personal Information Collection Statement

This personal information collection statement informs you of the policies and practices of the Offeror, VMS and the Registrar and in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “Ordinance” ).

1. Reasons for the collection of your personal data

• To accept the Share Offer for your Share(s), you must provide the personal data requested. Failure to supply the requested data may result in the processing of your acceptance being rejected or delayed. It may also prevent or delay the despatch of the consideration to which you are entitled under the Share Offer.

2. Purposes

• The personal data which you provide on this White Form of Acceptance may be used, held and/or stored (by whatever means) for the following purposes:

• processing your acceptance and verification or compliance with the terms and application procedures set out in this White Form of Acceptance and the Composite Document;

• registering transfers of the Share(s) out of your name;

• maintaining or updating the relevant register of members of the Share(s);

• conducting or assisting to conduct signature verifications, and any other verification or exchange of information;

• distributing communications from the Offeror and/or its agents such as the financial advisers and the Registrar;

• compiling statistical information and Shareholder profiles;

• establishing benefit entitlements of the Shareholders;

• disclosing relevant information to facilitate claims on entitlements;

• making disclosures as required by laws, rules or regulations (whether statutory or otherwise);

• any other purpose in connection with the business of the Offeror or the Registrar; and

• any other incidental or associated purposes relating to the above and other purpose to which the Shareholders may from time to time agree to or be informed of.

3. Transfer of personal data

• The personal data provided in this White Form of Acceptance will be kept confidential but the Offeror and/or VMS and/or the Registrar may, to the extent necessary for achieving the purposes above or any of them, make such enquiries as they consider necessary to confirm the accuracy of the personal data and, in particular, they may disclose, obtain, transfer (whether within or outside Hong Kong) such personal data to, from or with any and all of the following persons and entities:

• the Offeror, VMS, any of their agents and the Registrar;

• any agents, contractors or third party service providers who offer administrative, telecommunications, computer, payment or other services to the Offeror and/or VMS and/or the Registrar, in connection with the operation of their businesses;

• any regulatory or governmental bodies;

• any other persons or institutions with which you have or propose to have dealings, such as your bankers, solicitors, accountants or licensed securities dealers or registered institution in securities; and

• any other persons or institutions whom the Offeror and/or VMS and/or the Registrar consider(s) to be necessary or desirable in the circumstances.

4. Access and correction of personal data

• The Ordinance provides you with rights to ascertain whether the Offeror and/or VMS and/or the Registrar hold(s) your personal data, to obtain a copy of that data, and to correct any data that is incorrect. In accordance with the Ordinance, the Offeror and/or VMS and/or the Registrar have the right to charge a reasonable fee for the processing of any data access request. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Offeror, VMS or the Registrar (as the case may be).

BY SIGNING THIS WHITE FORM OF ACCEPTANCE, YOU AGREE TO ALL OF THE ABOVE.

個人資料

收集個人資料聲明

本收集個人資料聲明旨在知會 閣下有關要約人、鼎珮及登記處以 及有關個人資料及香港法例第486章個人資料（私隱）條例（「該條例」） 之政策及慣例。

1. 收集 閣下個人資料之原因

• 如接納 閣下股份之股份要約， 閣下須提供所需之個人資料，

• 倘 閣下未能提供所需資料，則可能導致 閣下之接納被拒或受 到延誤。這亦可能妨礙或延遲寄發 閣下根據股份要約應得之代 價。

2. 用途

• 閣下於本白色接納表格提供之個人資料可能會用作、持有及╱或 保存（以任何方式）作下列用途：

• 處理 閣下之接納及核實或遵循本白色接納表格及綜合文件 載列之條款及申請手續；

• 登記自 閣下名義轉出之股份轉讓；

• 保存或更新有關股份之股東名冊；

• 核實或協助核實簽名，以及進行任何其他資料核實或交換；

• 自要約人及╱或其代理（例如財務顧問）及登記處發佈通訊；

• 編製統計資料及股東資料；

• 確立股東之獲益權利；

• 披露有關資料以方便進行權益申索；

• 按法例、規則或規例規定（無論法定或其他規定）作出披露；

• 有關要約人或登記處業務之任何其他用途；及

• 有關上文所述任何其他附帶或關連用途及股東可能不時同意 或獲悉之其他用途。

3. 轉交個人資料

• 本白色接納表格提供之個人資料將會保密，惟要約人及╱或鼎珮 及╱或登記處為達致上述或有關任何上述之用途，可能作出必需 之查詢，以確認個人資料之準確性，尤其彼等可能向或自下列任 何及所有個人及實體披露、獲取或轉交（無論在香港境內或香港 境外地區）該等個人資料：

• 要約人、鼎珮、其任何代理及登記處；

• 為要約人及╱或鼎珮及╱或登記處之業務經營提供行政電 訊、電腦付款或其他服務之任何代理、承包商或第三方服務 供應商；

• 任何監管或政府機構；

• 與 閣下進行交易或建議進行交易之任何其他個人或機構， 例如 閣下之銀行、律師、會計師或持牌證券交易商或註冊 證券機構；及

• 要約人及╱或鼎珮及╱或登記處於有關情況下認為必需或適 當之任何其他個人或機構。

4. 獲取及更正個人資料

• 根據該條例之規定， 閣下可確認要約人及╱或鼎珮及╱或登記 處是否持有 閣下之個人資料，獲取該資料副本，以及更正任何 錯誤資料。依據該條例之規定，要約人及╱或鼎珮及╱或登記處 可就獲取任何資料之請求收取合理之手續費。獲取資料或更正資 料或獲取有關政策及慣例及所持資料類別之資料之所有請求， 須提交予要約人、鼎珮或登記處（視情況而定）。

閣下一經簽署本白色接納表格即表示同意上述所有條款。