Greenheart Group Limited — Proxy Solicitation & Information Statement 2007

Apr 3, 2007

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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 Thursday, 26 April 2007 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions:

ORDINARY RESOLUTION NO. 1

“ THAT , the note purchase agreement dated 2 March 2007 (the “ Note Purchase 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 certain wholly-owned subsidiaries of the Company, being Fine Luck Group Limited, Great Elegant Investment Limited, Smartford Limited and Nicco Limited as chargors, DKR SoundShore Oasis Holding Fund Ltd., Indopark Holdings Limited, Lehman Brothers Commercial Corporation Asia Limited, Merrill Lynch International, PMA Investment Advisors Ltd. and Standard Bank Asia Limited as purchasers, the Company, Sharp Bright International Limited and Grand Cosmos Holdings Limited and the transactions contemplated thereunder, including:

• (a) the creation and issue of 4 percent secured convertible notes in the aggregate principal amount of US$200 million due 2013 by the Company (the “ Notes ”) having the terms and conditions as set out in the Terms and Conditions annexed to the Note Purchase Agreement;

• (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 Notes (the “ Conversion Shares ”), the allotment and issue of the Conversion Shares upon exercise of the conversion rights attaching to the Notes and which Conversion 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; and

• (c) the subscription by PMA Investment Advisors Ltd. of a principal amount of US$20 million of the Notes,

be and are hereby generally and unconditionally approved in all respects and that 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 Note Purchase 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.”

* For identification purposes only

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ORDINARY RESOLUTION NO. 2

“ THAT , the sale and purchase agreement dated 2 March 2007 (the “ Poly/Shell Westin Agreement ”, a copy of which has been produced to the meeting and marked “B” and signed by the Chairman of the meeting for the purpose of identification) entered into between Great Elegant Investment Limited (“ Great Elegant ”), a wholly-owned subsidiary of the Company, as purchaser and CMIC Property (China) Limited (“ Poly ”) and SMC Property Investment Limited (“ Shell ”) as vendors whereby, inter alia,

• (a) Great Elegant conditionally agrees to purchase from Poly and Poly conditionally agrees to sell to Great Elegant, the entire issued share capital of and certain loans due by Red Empire Limited to Poly;

• (b) Great Elegant conditionally agrees to purchase from Shell and Shell conditionally agrees to sell to Great Elegant, the entire issued share capital of and certain loans due by Allright Investments Limited to Shell;

and the transactions contemplated thereunder, be and are hereby generally and unconditionally approved in all respects and that 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 Poly/Shell Westin 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.”

ORDINARY RESOLUTION NO. 3

“ THAT , conditional on the passing of the special resolution no. 4 below, the sale and purchase agreement dated 2 March 2007 (the “ Wise Gain Westin Agreement ”, a copy of which has been produced to the meeting and marked “C” and signed by the Chairman of the meeting for the purpose of identification) entered into between Great Elegant Investment Limited (“ Great Elegant ”), a whollyowned subsidiary of the Company, as purchaser and Wise Gain Investment Limited (“ Wise Gain ”) as vendor whereby, inter alia, Great Elegant conditionally agrees to purchase from Wise Gain and Wise Gain conditionally agrees to sell to Great Elegant, 29% of the issued share capital of and certain loans due by Yue Tian Development Limited to Wise Gain at a consideration of HK$257,103,733 (the “ Consideration ”) and the transactions contemplated thereunder, including:

• (a) the issue and allotment of 190,447,209 convertible preference shares of HK$0.01 each in the share capital of the Company (the “ Westin CPS ”), having the terms and conditions set out in the bye-laws of the Company (as amended by the special resolution No. 4 below) to Grand Cosmos Holdings Limited, as directed by Wise Gain, 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 Westin CPS (“ New Shares ”), the issue and allotment of the New Shares upon exercise of the conversion rights attaching to the Westin 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,

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be and is hereby generally and unconditionally approved in all respects, and that 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 Wise Gain Westin 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.”

SPECIAL RESOLUTION NO. 4

“ THAT ,

• (a) the existing bye-laws of the Company (“ Bye-laws ”) be altered by (i) the insertion of a new definition of “share(s)” in Bye-law 1 as follows: “shares” shall mean, unless the context otherwise requires and subject to the rights, privileges and restrictions of the Preference Shares as set out in Bye-law 169, the Ordinary Shares and Preference Shares; (ii) the insertion of a new definition of “Preference Share(s)” in Bye-law 1 as follows: “Preference Shares” shall mean convertible non-voting preference shares of par value HK$0.01 each in the share capital of the Company, which have the rights and are subject to the limitations and restrictions as set out in Bye-law 169 of these Bye-laws; (iii) the insertion of a new definition of “Ordinary Share(s)” in Bye-law 1 as follows: “Ordinary Shares” shall mean ordinary shares of par value HK$0.01 each in the share capital of the Company; (iv) the deletion of the existing Bye-law 3(1) in its entirety and substituting therefore a new Bye-law 3(1) as follows: “The share capital of the Company shall be divided into 29,000,000,000 ordinary shares of par value HK$0.01 each and 1,000,000,000 preference shares of par value HK$0.01 each; and (v) the insertion of new Bye-law 169 in the Bye-laws as follows:

“Preference Shares

1. Notwithstanding any provision to the contrary in these Bye-laws and subject to the Act, each Preference Share shall have attached thereto the following rights, privileges and restrictions:

(A) As to Income

The Preference Shares do not confer on the holders of the Preference Shares (the “ Preference Shareholders ”) any right to profits, income, dividend or distribution other than upon a return of capital as provided below of the Company.

(B) As to Capital

On a return of capital on liquidation or winding up or transaction with a similar effect, the assets of the Company available for distribution among the members of the Company shall be applied as follows:

firstly, in paying to the holders of the US$200,000,000 aggregate principal amount of 4 per cent. Secured Convertible Notes due 2013 issued by the Company (the “ Notes ”), pari passu as between themselves, the principal amount, accrued and unpaid interest, if any, and premium (including the Early Redemption Amount (as defined in the terms and conditions of the Notes)) outstanding under such Notes;

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secondly, in paying to the holders of the Ordinary Shares of the Company and the holders of any other pari passu shares of the Company, pari passu as between themselves, a sum equal to any arrears of the dividend payable respectively on such Ordinary Shares and any such other pari passu shares to be calculated down to and inclusive of the date of the return of capital and to be payable whether or not the Company has sufficient distributable reserves;

thirdly, in paying to the holders of the Ordinary Shares (the “ Ordinary Shareholders ”), pari passu as between themselves and the holders of any other shares in the capital of the Company ranking pari passu with the Ordinary Shares as regards repayment of amounts paid up or credited as paid up on such shares, an amount equal to the amounts paid up or credited as paid up on such shares;

fourthly, in paying to the Preference Shareholders, pari passu as between themselves and the holders of any other shares in the capital of the Company ranking pari passu with the Preference Shares as regards repayment of amounts paid up or credited as paid up on such shares, an amount equal to the amounts paid up or credited as paid up on such shares; and

fifthly, the balance of such assets shall belong to and be distributed among the Ordinary Shareholders and the Preference Shareholders.

(C) As to Ranking

The Preference Shares shall be subordinate, in terms of repayment, to the Notes.

(D) As to Conversion

• (A) Each Preference Shareholder shall have the right, subject to the provisions mentioned below, (the “ Conversion Right ”) to convert all or any of his Preference Shares into fully paid Ordinary Shares at the ratio of one Preference Share for each Ordinary Share.

• (B) The Conversion Right shall be exercisable in whole or in part at any time that the aggregate holdings of Ordinary Shares by the Preference Shareholder and its Connected Parties (as defined below) is less than 75% of the total issued and outstanding Ordinary Shares of the Company, subject to all applicable fiscal or other laws or regulations, by delivering a duly signed and completed notice of conversion in such form as may from time to time be specified by the directors of the Company (the “ Directors ”) in respect of the Preference Shares to be converted (a “ Conversion Notice ”) together with the certificates for such Preference Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right and payment of all taxes and stamp, issue and registration duties (if any) arising in any jurisdiction on conversion to the Company’s registrar in Hong Kong in respect of the Preference Shares. A Conversion Notice once given may not be withdrawn without the consent in writing of the Company.

Conversion shall take place at 12 noon (Hong Kong time) on the next business day in Hong Kong (the “ Conversion Date ”) immediately after delivery of the Conversion Notice (together with the share certificates, evidence and payments referred to above) to the registrar in respect of the Preference Shares provided

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that if the Conversion Notice is so delivered during a period when the register of the Ordinary Shareholders is closed then the Conversion Notice shall be deemed to have been delivered on the last day before such register re-opens. The person or persons entitled to the issue of Ordinary Shares on the exercise of a Conversion Right will be deemed for all purposes to be the holder of record of the number of Ordinary Shares issuable on conversion with effect from the relevant Conversion Date. A holder of Ordinary Shares issued on conversion of Preference Shares shall not be entitled to any distribution or other rights the record date for which precedes the relevant Conversion Date. The address of the Company’s registrar in Hong Kong in respect of the Preference Shares as at the date hereof is set out on the last page of this document.

“ Connected Parties ” means:

• (i) connected persons of the Company as determined in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Connected Persons ”);

• (ii) persons whose acquisition of securities has been financed directly or indirectly by a Connected Person; and

• (iii) persons who are accustomed to take instructions from a Connected Person in relation to the acquisition, disposal, voting or other disposition of securities of the Company registered in his/her name or otherwise held by him/her.

• (C) Any Preference Shares which are to be converted (the “ Relevant Shares ”) shall be converted in such manner as determined by the board of directors of the Company to be appropriate including, without limitation, by redemption on the relevant Conversion Date out of the capital (including share premium) paid up on the Relevant Shares, and each Conversion Notice shall be deemed to authorise and instruct the Directors to retain any redemption moneys otherwise payable to the Preference Shareholder giving such notice and to apply the same in the subscription on such holder’s behalf of the appropriate number of Ordinary Shares at the ratio of one Preference Share for each Ordinary Share.

Adjustments to Conversion Ratio

The conversion ratio of one Preference Share for each Ordinary Share shall be adjusted by increasing the number of Ordinary Shares a converting Preference Shareholder shall receive, by the following fractions, in respect of the following events:

(1) Consolidation, Subdivision or Reclassification:

If and whenever there shall be an alteration to the nominal value of the Ordinary Shares as a result of consolidation, subdivision or reclassification, the following fraction:

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Where:

• A is the nominal amount of one Ordinary Share immediately after such alteration; and

• B is the nominal amount of one Ordinary Share immediately before such alteration.

Such adjustment shall become effective on the date the alteration takes effect.

(2) Capitalisation of Profits or Reserves:

• (i) If and whenever the Company shall issue any Ordinary Shares credited as fully paid to the Ordinary Shareholders by way of capitalisation of profits or reserves (including any share premium account) including, Ordinary Shares paid up out of distributable profits or reserves and/or share premium account issued (except any Scrip Dividend) and which would not have constituted a Distribution, the following fraction:

A B

Where:

• A is the aggregate nominal amount of the issued Ordinary Shares immediately before such issue; and

• B is the aggregate nominal amount of the issued Ordinary Shares immediately after such issue.

• (ii) In the case of an issue of Ordinary Shares by way of a Scrip Dividend where the Current Market Price of such Ordinary Shares on the date of issue of such Ordinary Shares or if a record date is fixed for such Scrip Dividend, on such record date exceeds 110 per cent. of the amount of the Relevant Cash Dividend or the relevant part thereof and which would not have constituted a Distribution, the following fraction:

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Where:

• A is the aggregate nominal amount of the issued Ordinary Shares immediately before such issue;

• B is the aggregate nominal amount of Ordinary Shares issued by way of such Scrip Dividend multiplied by a fraction of which (i) the numerator is the amount of the whole, or the relevant part, of the Relevant Cash Dividend and (ii) the denominator is the Current Market Price of the Ordinary Shares issued by way of Scrip Dividend in respect of each existing Share in lieu of the whole, or the relevant part, of the Relevant Cash Dividend on the date of issue of such Ordinary Shares or if a record date is fixed for such Scrip Dividend, on such record date; and

• C is the aggregate nominal amount of Ordinary Shares issued by way of such Scrip Dividend;

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or by making such other adjustment as an Independent Investment Bank shall certify as fair and reasonable.

Such adjustment shall become effective on the date of issue of such Ordinary Shares or if a record date is fixed therefor, immediately after such record date.

(3) Distributions:

If and whenever the Company shall pay or make any Distribution to the Ordinary Shareholders (except to the extent that there is an adjustment under item (2)(i) above), by the following fraction:

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Where:

• A is the Current Market Price of one Share on the last Trading Day preceding the date on which the Distribution is publicly announced; and

• B is the Fair Market Value on the date of such announcement of the portion of the Distribution attributable to one Share.

Such adjustment shall become effective on the date that such Distribution is actually made.

(4) Rights Issues of Ordinary Shares or Options over Ordinary Shares:

If and whenever the Company shall issue Ordinary Shares to all or substantially all Ordinary Shareholders as a class by way of rights, or issue or grant to all or substantially all Ordinary Shareholders as a class by way of rights, of options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at less than 90 per cent. of the Current Market Price per Share on the last Trading Day preceding the date of the announcement of the terms of the issue or grant, the following fraction:

A + B A + C

Where:

• A is the number of Ordinary Shares in issue immediately before such announcement;

• B is the number of Ordinary Shares which the aggregate amount (if any) payable for the Ordinary Shares issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Ordinary Shares comprised therein would purchase at such Current Market Price per Share; and

• C is the aggregate number of Ordinary Shares issued or, as the case may be, comprised in the grant.

Such adjustment shall become effective on the date of issue of such Ordinary Shares or issue or grant of such rights, options, warrants or other rights (as the case may be).

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(5) Rights Issues of Other Securities:

If and whenever the Company shall issue any securities (other than Ordinary Shares or options, warrants or other rights to subscribe or purchase Ordinary Shares) to all or substantially all Ordinary Shareholders as a class by way of rights or grant to all or substantially all Ordinary Shareholders as a class by way of rights, of options, warrants or other rights to subscribe for or purchase any securities (other than Ordinary Shares or options, warrants or other rights to subscribe or purchase Ordinary Shares), the following fraction:

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Where:

• A is the Current Market Price of one Share on the last Trading Day preceding the date on which such issue or grant is publicly announced; and

• B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be).

(6) Issues at less than Current Market Price:

If and whenever the Company shall issue any Ordinary Shares (other than Ordinary Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Ordinary Shares) or the issue or grant of options, warrants or other rights to subscribe or purchase Ordinary Shares in each case at a price per Share which is less than 90 per cent. of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue, the following fraction:

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Where:

• A is the number of Ordinary Shares in issue immediately before the issue of such additional Ordinary Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Ordinary Shares;

• B is the number of Ordinary Shares which the aggregate consideration receivable for the issue of such additional Ordinary Shares would purchase at such Current Market Price per Share; and

• C is the number of Ordinary Shares in issue immediately after the issue of such additional Ordinary Shares.

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References to additional Ordinary Shares in the above formula shall, in the case of an issue by the Company of options, warrants or other rights to subscribe or purchase Ordinary Shares, mean such Ordinary Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such additional Ordinary Shares or, as the case may be, the issue of such options, warrants or other rights.

(7) Other Issues at less than Current Market Price:

Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this Item (7), if and whenever the Company or any of its Subsidiaries (otherwise than as mentioned in Items (4), (5) or (6)), or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiaries) any other company, person or entity shall issue any securities (other than the Notes) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Ordinary Shares to be issued by the Company on conversion, exchange or subscription at a consideration per Share which is less than 90 per cent. of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities, the following fraction:

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Where:

• A is the number of Ordinary Shares in issue immediately before such issue;

• B is the number of Ordinary Shares which the aggregate consideration (if any) receivable by the Company for the Ordinary Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price per Share; and

• C is the maximum number of Ordinary Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate.

Such adjustment shall become effective on the date of issue of such securities.

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(8) Modification of Rights of Conversion etc.:

If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in Item (7) (other than in accordance with the terms of such securities) so that the consideration per Share (for the number of Ordinary Shares available on conversion, exchange or subscription following the modification) is less than 90 per cent. of the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification, the following fraction:

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Where:

• A is the number of Ordinary Shares in issue immediately before such modification;

• B is the number of Ordinary Shares which the aggregate consideration (if any) receivable by the Company for the Ordinary Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to the securities so modified would purchase at such Current Market Price per Share or, if lower, the existing conversion, exchange or subscription price; and

• C is the maximum number of Ordinary Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an Independent Investment Bank considers appropriate (if at all) for any previous adjustment under this Item (8) or Item (7).

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

(9) Other Offers to Ordinary Shareholders:

If and whenever the Company or any of its Subsidiaries or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiaries) any other company, person or entity issues, sells or distributes any securities in connection with which an offer to which the Ordinary Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them, the following fraction:

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Where:

• A is the Current Market Price of one Share on the last Trading Day preceding the date on which such issue is publicly announced; and

• B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue of the securities.

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(10) Other Events:

If the Company determines that an adjustment should be made to the Conversion Price of the Notes as a result of condition 6(C)(10) of the terms and conditions of the Notes, the following fraction:

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Where:

• A is the old Conversion Price; and

• B is the new Conversion Price.

• (11) In the event of a Conversion Price Reset pursuant to condition 6(D)(iv) of the terms and conditions of the Notes, the following fraction:

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Where:

• A is the old Conversion Price; and

• B is the new Conversion Price.

• (12) Terms used herein, unless otherwise defined, shall have the meanings given to them in the terms and conditions of the Notes.

(E) As to Undertakings

So long as any Preference Share remains capable of being converted into Ordinary Shares:

• (iii) the Company will use its best endeavours (a) to maintain a listing for all the issued Ordinary Shares on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) and (b) to obtain and maintain a listing on the Hong Kong Stock Exchange for the Ordinary Shares which will arise on the exercise of the Conversion Rights;

• (iv) if an offer is made to the Ordinary Shareholders (or all such shareholders other than the offeror and/or any company controlled by the offeror and/or any persons acting in concert with the offeror) to acquire the whole or any part of the issued ordinary share capital of the Company and the Company becomes aware that the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become vested in the offeror and/or such companies or persons aforesaid, the Company shall give notice to all Preference Shareholders of such vesting or future vesting within 7 days of its becoming so aware;

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• (v) the Company will send to each Preference Shareholder, by way of information, one copy of every circular, notice or other document sent to any other shareholders in the Company in their capacity as shareholders, at the same time as it is sent to such other shareholders;

• (vi) the Company shall procure that there shall be sufficient authorised but unissued ordinary share capital available for the purposes of satisfying the requirements of any Conversion Notice as may be given and the terms of any other securities for the time being in issue which are convertible into or have the right to subscribe Ordinary Shares in the Company; and

• (vii) the Company shall pay all fees, capital and stamp duties payable in Bermuda or Hong Kong, if any, in respect of the issue of Ordinary Shares upon conversion of any Preference Shares.

(F) As to Meetings and Voting

Subject to the provisions regarding notices to the holders of the Preference Shares above, the Preference Shares shall not confer on the holders thereof the right to receive notice of, or to attend and vote at, a general meeting of the Company (excluding class meetings where rights of the holders of the Preference Shares are to be varied, modified or abrogated).

(G) As to Redemption and Purchase

The Company shall not, as long as any Notes are outstanding, redeem or repurchase any Preference Shares.

(H) As to Payments

All payments in respect of the Preference Shares shall be made by the Company posting a cheque in Hong Kong dollars at the risk of the Preference Shareholder concerned to the registered address of such Preference Shareholder as at the relevant record date, unless another manner of payment is agreed between the Company and such Preference Shareholder.

(I) As to Notices

Notices to Preference Shareholders will be given in accordance with the Bye-laws.

(J) As to Transfers

Transfers of the Preference Shares shall be effected on the register of the Preference Shares of the Company by transfer in writing in any usual or common form or in any other form acceptable to the Directors and transfers need not be under seal nor signed by or on behalf of the transferee. For an instrument of transfer to be registered it must be left at the registration office of the Company’s registrar in Hong Kong in respect of the Preference Shares, accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do.

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(K) As to Pre-emption

The Preference Shares shall not confer on the holders thereof any pre-emptive subscription rights in relation to issues of further shares in the Company.

(L) As to Prescription

Any Preference Shareholder who has failed to claim distributions or other property or rights within six years of their having been made available to him will not thereafter be able to claim such distributions or other property or rights, which shall be forfeited and shall revert to the Company. The Company shall retain such distributions or other property or rights but shall not at any time be a trustee in respect of any such distributions or other property or rights nor accountable for any income or other benefits derived therefrom.

(M) As to Replacement

If a certificate in respect of any Preference Shares shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Preference Share may be issued to the holder upon request, subject to delivery up of the old certificate or, if alleged to have been lost, stolen or destroyed, to compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.”

• (b) all of the existing shares of par value HK$0.01 each of the Company in issue be and are hereby designated as ordinary shares of par value HK$0.01 each of the Company; and

• (c) any two directors of the Company be authorised to take all such actions, execute all such documents and do all such other things on behalf of the Company as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect to this Special Resolution No. 4 including without limitation the implementation of the amendments to the Bye-laws and the issue and allotment of the Preference Shares.”

By Order of the Board CHEUNG Lin Shun Company Secretary

Hong Kong, 4 April 2007

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

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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.

As at the date of this announcement, 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 nonexecutive Directors, being Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung and Ms. CHUNG Lai Fong.

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

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