Greenheart Group Limited — Proxy Solicitation & Information Statement 2007

Apr 4, 2007

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PROXY FORM FOR USE AT THE SPECIAL GENERAL MEETING OF THE COMPANY TO BE HELD ON THURSDAY, 26 APRIL 2007 AT 3:00 P.M.

I/We [(note 1)] (name) of (address)

(name)

being the registered holder(s) of [(note 2)] shares of HK$0.01 each in the share capital of Skyfame Realty

(Holdings) Limited (the “Company”) hereby appoint [(note 3)] (name)

of (address)

or, failing him/her, the Chairman of the Meeting as my/our proxy to act for me/us at the special general meeting (the “Meeting”) of the Company to be held at Luk Kwok Hotel, Basement, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 26 April 2007 at 3:00 p.m. (or at any adjournment thereof), to vote for me/us in my/our name(s) in respect of such resolutions as herein indicated, and, if no such indication is given, as my/our proxy thinks fit.

RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
Ordinary resolution no. 1
Ordinary resolution no. 2
Ordinary resolution no. 3
Special resolution no. 4

Date: 2007 Shareholder’s signature [(note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.01 each registered in your name(s); if no such number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO SUCH NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT : IF YOU WISH TO VOTE FOR A RESOLUTION, TICK “ ” IN THE RELEVANT BOX UNDERNEATH THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK “ ” IN THE RELEVANT BOX UNDERNEATH THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his/her vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of a form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such form of proxy on behalf of the corporation without further evidence of the fact.

6. If more than one of the joint holders of any share be present at the Meeting the vote of the senior who tenders a vote, whether in person or by proxy, 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 of members of the Company in respect of the joint holding.

7. In order to be valid, the form of proxy together with (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be lodged with 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.

8. A proxy need not be a member of the Company.

9. Any alterations made in this form of proxy should be initialled by the person who signs it.

* For identification purposes only