Greenheart Group Limited — Proxy Solicitation & Information Statement 2006

Aug 2, 2006

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NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Skyfame Realty (Holdings) Limited (the “ Company ”) will be held at the office of Strategic Public Relations Group Limited, Room 3203, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong on Friday, 18 August 2006 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT :

   • (i) the sale and purchase agreement dated 6 July 2006 (“ Acquisition Agreement ”) (a copy of which has been produced to this meeting and marked “ A ” and signed by the Chairman of the meeting for the purpose of identification) entered into between Smartford Limited (“ Purchaser ”), an indirect wholly owned subsidiary of the Company, as purchaser and Mr. LUO Dong Liang（羅東亮）as vendor (“ Vendor ”) whereby the Purchaser conditionally agreed to purchase from the Vendor and the Vendor conditionally agreed to sell to the Purchaser a 51% shareholding in Loyal Way (China) Group Limited (“ Loyal Way ”) and assign to the Purchaser the face value of the shareholders’ loans due by Loyal Way to the Vendor on completion of the Acquisition Agreement at an aggregate consideration of not more than HK$400 million be and is hereby approved in all respects and all the transactions contemplated thereby be and are hereby approved; and

   • (ii) the directors of the Company (“ Directors ”) be and are hereby authorized to execute any documents and instruments as may be necessary or incidental to completion of the Acquisition Agreement and to do all such acts and things they consider necessary, desirable or expedient for the implementation of the Acquisition Agreement and any of the transactions contemplated thereunder.”

By Order of the Board CHEUNG Lin Shun Company Secretary

Hong Kong, 2 August 2006

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Principal place of business in Hong Kong: 2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

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 and such proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed.

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. In order to be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

5. In 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, 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 four executive Directors, being Mr. YU Pan, Mr. LAU Yat Tung, Derrick, Mr. WONG Lok, and Mr. WEN Xiao Bing and three independent non-executive Directors, being Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong.

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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