Greenheart Group Limited — Proxy Solicitation & Information Statement 2011

Apr 12, 2011

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(incorporated in Bermuda with limited liability)

(Stock Code: 00059)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, 23 MAY 2011 AT 11:00 A.M.

I/We[(1)] ,

(name) of

(address) being the registered holder(s) of[(2)]

shares (the “ Shares ”) of HK$0.01 each in the

share capital of Skyfame Realty (Holdings) Limited (the “ Company ”), hereby appoint[(3)] the Chairman of the Meeting or

(name) of

(address), as my/our proxy to attend, act and vote for me/us and on my/our behalf at an annual general meeting (the “ Meeting ”) of the Company to be held at Empire Room 1, M/Floor, Empire Hotel Hong Kong Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Monday, 23 May 2011 at 11:00 a.m.. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof), to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

RESOLUTIONS	FOR (4)	AGAINST (4)
1.To adopt the audited Financial Statements; the Directors’ Report and theIndependent Auditor’s Report for the year ended 31 December 2010.
2.(i)To re-elect Mr. Wong Lok as director.(ii) To re-elect Mr. Choy Shu Kwan as director.(iii) To authorise the board to fix the directors’ remuneration.
3.To re-appoint Messrs. BDO Limited as auditor of the Company and toauthorise the board of directors of the Company to fix their remuneration.
4(A). To grant a general mandate to the directors of the Company to issue, allotand deal with the new Shares.
4(B). To grant a general mandate to the directors of the Company to repurchaseShares.
4(C). Conditional upon the passing of resolutions nos. 4(A) and 4(B) to extendthe general mandate granted to the directors of the Company to issue, allotand deal with new Shares the number of Shares repurchased pursuant to thegeneral mandate granted under resolution no. 4(B).

Dated the 2011 Signature(s)[(5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK IN THE BOXES MARKED “AGAINST” . If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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 proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s registrar in Hong Kong at Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjourned meeting.

7. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. A member entitled to attend and vote is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company.

9. Any alteration made to this proxy form must be initialled by the person who signs it.

• for identification purposes only