Greenheart Group Limited — Proxy Solicitation & Information Statement 2011

Mar 10, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GREENHEART GROUP LIMITED 綠森集團有限公司[*]

(formerly known as “Omnicorp Limited”, “兩儀控股有限公司*”)

(Incorporated in Bermuda with limited liability)

(Stock code: 94)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the SGM of Greenheart Group Limited (the “ Company ”) will be held at Oasis Room, 8/F, Renaissance Harbour View Hotel Hong Kong, No. 1 Harbour Road, Wanchai, Hong Kong at 10:00 a.m. on 28 March 2011 for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary resolutions of the Company. Terms defined in the circular of the Company dated 11 March 2011 bear the same meanings herein unless the context otherwise requires.

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the Sale and Purchase Agreement entered into between Sino-Capital, the Company and Sino-Forest (Copy of which has been produced to the SGM marked “A” and signed by the chairman of the SGM for purpose of identification), the terms and conditions thereof and transactions contemplated thereunder (including but not limited to the allotment and issue of the Consideration Shares at a price equal to the Issue Price per Consideration Share to Sino-Capital) be and are hereby approved, confirmed and ratified;

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• (b) any one or more of the Directors be and is/are hereby authorized to sign, seal, execute, perfect, deliver all such documents and to do all such things and acts as he/they may in his/their discretion consider necessary, expedient or desirable to effect the transactions contemplated under the Sale and Purchase Agreement, variation or modification of the terms and conditions of the Sale and Purchase Agreement upon such terms and conditions as he/they may think fit.”

• “ THAT

• (a) the Master Sale and Purchase Agreement entered into between Green Source and Sino-Wood (Copy of which has been produced to the SGM marked “B” and signed by the chairman of the SGM for purpose of identification), the terms and conditions thereof and transactions contemplated thereunder and the Proposed Annual Caps be and are hereby approved, confirmed and ratified;

• (b) any one or more of the Directors be and is/are hereby authorized to sign, seal, execute, perfect, deliver all such documents and to do all such things and acts as he/they may in his/their discretion consider necessary, expedient or desirable to effect the transactions contemplated under the Master Sale and Purchase Agreement and the Proposed Annual Caps, variation or modification of the terms and conditions of the Master Sale and Purchase Agreement upon such terms and conditions as he/they may think fit.”

By Order of the Board Greenheart Group Limited Tse Nga Ying Company Secretary

Hong Kong, 11 March 2011

Head office and Principal place of business in Hong Kong: 16th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

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Notes:

• (1) Any shareholder entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is a holder of two or more Shares may appoint more than one proxy to attend and vote on the same occasion.

• (2) In order to be valid, a form of proxy in the prescribed form together with 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, Tricor Tengis Limited of 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.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting at the SGM or any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the meeting, either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. 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.

As at the date hereof, the Board comprises two executive Directors, namely, Messrs. W. Judson Martin and Hui Tung Wah Samuel, two non-executive Directors, namely, Messrs. Chan Tak Yuen Allen and Simon Murray, and three independent non-executive Directors, namely, Messrs. Wong Che Keung Richard, Tong Yee Yung Joseph and Wong Kin Chi.

Website: http://www.greenheartgroup.com (former website: http://www.omnicorplimited. com)

• For identification purposes only

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