Greenheart Group Limited — Proxy Solicitation & Information Statement 2006

Jun 26, 2006

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NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Skyfame Realty (Holdings) Limited (“ Company ”) will be held on Wednesday, 12 July 2006 at 10:00 a.m. at the office of Strategic Public Relations Group Limited, Room 3203, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT , subject to and conditional upon (i) the Listing Committee of the Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the Offer Shares (as defined below) (in their fullypaid forms), the Bonus Warrants (as defined below) and the Shares (as defined below) falling to be allotted and issued pursuant to the exercise of the subscription rights attaching to the Bonus Warrants; (ii) the filing and registration of all documents relating to the Open Offer required to be filed or registered with the Registrar of Companies in Bermuda in accordance with the Companies Act 1981 of Bermuda (as amended) and with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance in Hong Kong; and (iii) the underwriting agreement dated 2 June 2006 as supplemented and varied by a supplemental agreement dated 7 June 2006 (“ Underwriting Agreement ”, a copy of which has been produced to the meeting and marked “A” and signed by the Chairman of the meeting for the purpose of identification) made among the Company, Tai Fook Securities Company Limited (“ Tai Fook Securities ”) and Grand Cosmos Holdings Limited (“ Grand Cosmos ”) becoming unconditional and not being rescinded or terminated in accordance with its terms:

• (a) the Underwriting Agreement and the transactions contemplated thereunder (including but not limited to the underwriting of the Offer Shares (as defined below) not validly applied for by the shareholders of the Company (“ Shareholders ”) by Tai Fook Securities) be and are hereby approved, confirmed and ratified;

• (b) the issue of 267,324,486 new ordinary shares (“ Offer Shares ”) of HK$0.01 each of the Company (“ Shares ”) by way of open offer to the Shareholders at the subscription price of HK$0.90 per Offer Share (“ Open Offer ”) payable in full on application in the proportion of 13 Offer Shares for every 40 Shares held by the Shareholders whose names appear on the register of members of the Company on Wednesday, 12 July 2006 (“ Record Date ”) excluding those Shareholders whose registered addresses as shown on such register are outside Hong Kong on the Record Date whom the directors of the Company (“ Directors ”), based on the legal advice provided by legal advisers and on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange of that place, consider it necessary or expedient not to offer the Offer Shares (“ Excluded Shareholders ”), on and subject to the terms and conditions set out in the circular to the Shareholders dated 27 June 2006 (“ Circular ”) and on such other terms and conditions as may be determined by the Directors be and is hereby approved;

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• (c) the Directors be and are hereby authorised to allot and issue the Offer Shares and to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Open Offer and the Underwriting Agreement or any of the transactions contemplated thereunder;

• (d) the Directors be and are hereby authorised to create and issue warrants (“ Bonus Warrants ”), by way of a bonus issue, to the first registered holders of the Offer Shares on the basis of 10 Bonus Warrants for every 13 Offer Shares taken up under the Open Offer entitling the holders of the Bonus Warrants to subscribe in cash up to an aggregate amount of HK$226,197,642 for new Shares at an initial subscription price of HK$1.10 per Share, subject to adjustments and subject to the terms and conditions set out in the Circular and on such other terms and conditions as may be determined by the Directors;

• (e) the Directors be and are hereby authorised to allot and issue new Shares to holders of the Bonus Warrants upon the due exercise of the subscription rights attaching to the Bonus Warrants; and

• (f) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the issue of the Bonus Warrants.”

By Order of the Board Skyfame Realty (Holdings) Limited YU Pan Chairman

Hong Kong, 27 June 2006

Principal place of business in Hong Kong:

2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

Notes:

• (1) A member entitled to attend and vote at the above meeting may appoint a proxy to attend and, on a poll vote on his behalf and such proxy need not be a member of the Company.

• (2) In order to be valid, the form of proxy, together with any power of attorney or authority under which it is signed or a certified copy of that power of attorney 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.

• (3) Completion and return of the form of proxy will not preclude a Shareholder 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.

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• (4) 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.

• (5) The resolution will be voted by way of poll by the Shareholders with Grand Cosmos, being the controlling Shareholder and its Associates abstaining from voting in favour in accordance with Rule 7.24(5) of The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

As at the date hereof, the board of directors of the Company comprises Mr. YU Pan, Mr. LAU Yat Tung, Derrick, Mr. WONG Lok and Mr. ZHENG Jian Wei as executive directors and Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong as independent non-executive directors.

• For identification purpose only

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

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