Greenheart Group Limited — Proxy Solicitation & Information Statement 2007

Jul 2, 2007

To > Skyfanme • aTTn > mS ChriSTy Cheng • Tel > 2111 3409 • fax > ???? ???? • TranSlaTor > TeamCo 1ST proof • Job > Skyfanme • daTe > 29-08-05 • file name > e0706230 ann • inTernal ref > 0706230(lim)-01(lim) • Size > a4

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Notice of the SGM

Notice iS heReBY GiVeN that a special general meeting of Skyfame Realty (Holdings) Limited (the “Company”) will be held at Luk Kwok Hotel, Basement, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 18 July 2007 at 10:30 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

“ thAt,

• (i) the sale and purchase agreement dated 28 May 2007 (the “Tianyu 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) entered into between Fine Luck Group Limited (“Fine Luck”), a whollyowned subsidiary of the Company, as purchaser and Full Ocean Development Inc. (“Full Ocean”) as vendor whereby, inter alia, Fine Luck conditionally agrees to purchase from Full Ocean and Full Ocean conditionally agrees to sell to Fine Luck, the entire issued share capital of Long World Trading Limited at a consideration of HK$196,475,055 (subject to adjustment) and the transactions contemplated thereunder including:

• (a) the issue and allotment of 145,537,077 convertible preference shares of HK$0.01 each in the share capital of the Company (the “ tianyu cPS ”), having the terms and conditions set out in the bye-laws of the Company to Grand Cosmos Holdings Limited, as directed by Full Ocean, for settlement of the consideration;

• (b) conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in, new ordinary shares in the Company to be issued upon exercise of the conversion rights attaching to the Tianyu CPS (“New Shares”), the issue and allotment of the New Shares upon exercise of the conversion rights attaching to the Tianyu CPS which New Shares shall, when allotted and issued, rank pari passu in all respect with all other ordinary shares of the Company in issue at the date of the conversion notice,

be and are hereby generally and unconditionally approved in all respects and,

* For identification purposes only

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To > Skyfanme • aTTn > mS ChriSTy Cheng • Tel > 2111 3409 • fax > ???? ???? • TranSlaTor > TeamCo 1ST proof • Job > Skyfanme • daTe > 29-08-05 • file name > e0706230 ann • inTernal ref > 0706230(lim)-01(lim) • Size > a4

• (ii) the directors of the Company (“Directors”) be and are hereby authorized to do all things and acts and sign all documents which they consider necessary, desirable or expedient in connection with or to implement and/or give effect to the Tianyu Agreement and the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the Directors, in the interest of the Company.”

By Order of the Board cheUNG Lin Shun Company Secretary

Hong Kong, 30 June 2007

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.

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