Greenheart Group Limited — Proxy Solicitation & Information Statement 2012

Apr 13, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Skyfame Realty (Holdings) Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

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

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A letter form the board of directors of Skyfame Realty (Holdings) Limited is set out on pages 3 to 6 of this circular.

A notice convening the annual general meeting of Skyfame Realty (Holdings) Limited to be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Wednesday, 16 May 2012 at 3:00 p.m. is set out on pages 12 to 15 of this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company in Hong Kong, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish.

13 April 2012

* for identification purposes only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX II – DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”	the annual general meeting of the Company to be convened
	and held at Empire Room 1, 1st Floor, Empire Hotel Hong
	Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on
	Wednesday, 16 May 2012, at 3:00 p.m.;
“associates”	the same definition as described under the Listing Rules;
“Board”	the board of directors of the Company;
“Bye-laws”	the bye-laws of the Company (as amended from time to time);
“Company”	Skyfame Realty (Holdings) Limited, a company incorporated in
	Bermuda with limited liability, and the shares of which are listed
	on the Main Board of the Stock Exchange;
“Directors”	the directors of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong Special
	Administrative Region of the PRC;
“Latest Practicable Date”	10 April 2012, being the latest practicable date prior to the
	printing of this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“New Issue Mandate”	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to allot, issue and deal with
	new Shares on the terms set out in the Notice;
“Notice”	the notice convening the AGM;
“PRC”	the People’s Republic of China, for the purpose of this circular,
	shall exclude Hong Kong and the Macau Special Administrative
	Region of the PRC;
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase Shares on the
	terms set out in the Notice;

1

DEFINITIONS

“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	ordinary share(s) of par value of HK$0.01 each in the share capital
	of the Company;
“Shareholders”	the holders of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers;
“%”	per cent.

2

LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

Executive Directors:

YU Pan (Chairman and Chief Executive Officer) SIU Shawn (Deputy Chief Executive Officer) WONG Lok

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

CHOY Shu Kwan CHENG Wing Keung, Raymond CHUNG Lai Fong

Head office and principal place of Business in the PRC:

32nd to 33rd Floors of HNA Tower 8 Linhe Zhong Road, Tianhe District Guangzhou, Guangdong Province, the PRC

Principal place of business in Hong Kong:

Suite 2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

13 April 2012

To the Shareholders

Dear Sir and Madam,

PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the forthcoming AGM to be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Wednesday, 16 May 2012 at 3:00 p.m. resolutions will be proposed, inter alia:

• (a) to grant to the Directors a general mandate authorizing them to allot, issue and deal with additional Shares and to make or grant offers, agreements, options and warrants not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing such resolution;

* for identification purposes only

3

LETTER FROM THE BOARD

• (b) to grant to the Directors a general mandate authorizing them to repurchase Shares not exceeding 10% of the aggregate nominal value of the shares capital of the Company in issue as at the date of passing such resolution;

• (c) subject to the passing of the proposed ordinary resolutions to approve the New Issue Mandate and the Repurchase Mandate at the AGM, to add to the New Issue Mandate set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (b) above; and

• (d) to re-elect Directors.

2. GENERAL MANDATE TO REPURCHASE SHARES

The existing repurchase general mandate was granted to the Directors to repurchase 147,768,745 shares of HK$0.01 each in the share capital of the Company at the annual general meeting of the Company held on 23 May 2011. No share under the existing repurchase mandate has been repurchased since the last annual general meeting held on 23 May 2011. Such mandate will lapse at the conclusion of the AGM.

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue at the date of passing such ordinary resolution granting the general mandate. As at the Latest Practicable Date, there were 1,477,687,450 Shares in issue. Subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company would be authorized to repurchase a maximum of 147,768,745 Shares under the Repurchase Mandate.

The Repurchase Mandate if granted will continue in force until (i) the conclusion of the next annual general meeting of the Company after the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under its bye-laws or laws applicable to the Company; or (iii) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I on pages 7 to 9 to this circular.

3. GENERAL MANDATE TO ISSUE NEW SHARES

The existing general mandate to issue new shares was granted to the Directors to allot, issue and deal with 295,537,490 new shares in the annual general meeting held on 23 May 2011. In September 2011, the Company issued 13,914,000 warrants conferring rights to the holders of warrants to subscribe in aggregate up to HK$10,000,000 for Shares at an initial subscription price of HK$0.7187 per Share (subject to adjustment), Other than the aforesaid, no shares under the existing general mandate to issue new shares has been granted since the last annual general meeting held on 23 May 2011. Such mandate will lapse at the conclusion of the AGM.

4

LETTER FROM THE BOARD

At the AGM, it will also be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to allot, issue and deal with new Shares up to 20% of the aggregate nominal value of the issued share capital of the Company as at the date of the passing of such ordinary resolution. As at the Latest Practicable Date, there were 1,477,687,450 Shares in issue. Subject to the passing of the relevant ordinary resolution to approve the New Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be authorized to allot, issue and deal with up to a maximum of 295,537,490 Shares under the New Issue Mandate.

In addition, it is further proposed, by way of a separate ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of an aggregate nominal value equal to the aggregate nominal value of the share capital of the Company repurchased under the Repurchase Mandate.

The New Issue Mandate if granted will continue in force until (i) the conclusion of the next annual general meeting of the Company after the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under its bye-laws or laws applicable to the Company; or (iii) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

4. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, Mr. YU Pan, Mr. SIU Shawn and Mr. WONG Lok are the Executive Directors; and Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong are the Independent Non-executive Directors.

Pursuant to clause 86(2) or 87(1) of the Company’s bye-laws and the Code on Corporate Governance Practices, Mr. SIU Shawn, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong will retire at the AGM by rotation. All retiring directors, being eligible, will offer themselves for reelection at the forthcoming annual general meeting. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II on pages 10 to 11 to this circular.

5. RECOMMENDATION

The Directors are of the opinion that (i) the grant of the Repurchase Mandate, (ii) the New Issue Mandate, (iii) the extension of the New Issue Mandate and (iv) the re-election of retiring Director are all in the best interests of the Company and its Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

6. ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 12 to 15 of this circular. Ordinary resolutions will be proposed at the AGM to approve, inter alia, the granting of the New Issue Mandate (including the extended New Issue Mandate) and the Repurchase Mandate and the re-election of Directors.

5

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy and return it to the Company’s branch share registrars in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you wish to do so.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement of the voting result of the AGM will be made by the Company after the AGM.

A copy of the memorandum of association and the bye-laws of the Company has been posted to the Stock Exchange’s website at http://www.hkex.com.hk and the Company’s website at http://www.sfr59.com for shareholders’ information. The document is also available for inspection at the principal place of business of the Company in Hong Kong at Suite 2502B, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong during normal business hours from the date of this circular up to 16 May 2012 (both days inclusive).

Yours faithfully, For and on behalf of the Board YU Pan Chairman

6

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,477,687,450 fully paid up Shares of HK$0.01 each in issue. Subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to repurchase up to a maximum of 147,768,745 Shares representing 10% of the total issued share capital of the Company.

2. REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF THE REPURCHASES

It is proposed that repurchases of Shares under the Repurchase Mandate would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company before the Shares are repurchased.

In the event that the proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period, the repurchase of Shares might have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2011). However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

7

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

		Per Share
	Highest	Lowest
	HK$	HK$
2011
April	0.68	0.54
May	0.76	0.50
June	0.75	0.60
July*	0.85	0.56
August	0.82	0.60
September	0.88	0.65
October	0.98	0.75
November	1.06	0.80
December	1.16	0.93
2012
January	1.00	0.86
February	0.94	0.70
March	0.84	0.73
April (up to the Latest Practicable Date)	0.78	0.73

• Trading of the Shares was suspended from 4 July 2011 to 8 July 2011.

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that if they shall exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate, they will exercise the same in accordance with the Listing Rules and the laws of Bermuda.

8

EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of shareholding interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. YU Pan together with companies controlled by him beneficially held 1,058,112,271 Shares, representing approximately 71.61% of the issued shares of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Repurchase Mandate is exercised in full and there is no change in shareholding in the Company owned by Mr. YU Pan and companies controlled by him, the shareholding in the Company owned by Mr. YU Pan and companies controlled by him would be increased to approximately 79.56%. Should such increase arise, Mr. YU Pan together with companies controlled by him would not be required to make a mandatory offer under Rule 26 of the Takeovers Code because the shareholding held by Mr. YU Pan and companies controlled by him already hold more than 50% of the issued shares of the Company. Nevertheless, the Directors have no present intention to exercise the Repurchase Mandate and will not effect repurchase to such an extent which will result in the Company failing to comply with Rule 8.08 of the Listing Rules which requires a public float of 25%.

8. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

9

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. SIU Shawn, executive director of the Company, aged 40, graduated from Beijing Normal University （北京師範大學） and holds a Bachelor’s Degree in Chinese Language. He is also a postgraduate in Economic Law from Southwest University of Political Science and Law （西南政法大學） in Chongqing, the PRC. Mr. SIU has vast experience of over eighteen years in business sector and worked in senior posts in certain property development business and environmental protection enterprises in the PRC.

During the period from 26 April 2006 to 20 May 2009, Mr. SIU was an independent director of 綠景控股股份有限公司 (Lvjing Holding Co., Ltd.) (formerly known as 綠景地產股份有限公司 (Lvjing Real Estate Co., Ltd.)) (“ Lvjing ”), a company listed on the Shenzhen Stock Exchange and is engaged in the real estate development and property management business in the PRC. Mr. YU Pan, the Chairman of the Company, is a director and substantial shareholder of Lvjing.

Save as disclosed above, Mr. SIU does not hold any directorship in other listed companies in the last three years and does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. SIU is beneficially interested in 4,538,000 shares of the Company and 5,000,000 share options of the Company. Save as disclosed, Mr. SIU does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Mr. SIU has entered into a service agreement with the Company with no specific term of service but he is subject to retirement and re-election provision in the bye-laws of the Company. He is entitled to an annual remuneration of HK$1,638,000 plus discretionary incentive-based bonus for acting as an executive Director. The Company has provided a residential apartment to Mr. SIU for his accommodation during his term of office. His remuneration will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Mr. CHENG Wing Keung, Raymond , independent non-executive directors of the Company, aged 52, is a practising solicitor in Hong Kong. He holds an honour degree in laws in The University of London and a Master degree of Business Administration awarded by The University of Strathclyde, Scotland. Mr. CHENG also holds a Diploma in Chinese Professional Laws in the Chinese University of Political Science and Law, PRC. He has over 24 years of experience in corporate, company secretarial and listing affairs. At present, Mr. CHENG is an independent non-executive director in three other listed companies in Hong Kong, namely China Investment Fund Company Limited, Emperor Capital Group Limited and Sino Resources Group Limited.

Save as disclosed above, Mr. CHENG does not hold any directorship in other listed companies in the last three years. He does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

10

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. CHENG is beneficially interested in 600,000 share options of the Company. Save as disclosed, Mr. CHENG does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Mr. CHENG has entered into a service agreement with the Company. He is entitled to a director fee of HK$200,000 per annum for acting as an independent non-executive director with fixed term of service for one year, subject to automatic renewal. His director fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Ms. CHUNG Lai Fong , independent non-executive director of the Company, aged 44, is a practising barrister in Hong Kong. She holds Bachelor of Laws (Honours) degree, a Bachelor of Arts (Honours) Degree in Accountancy and a Master of Laws in Chinese Law. She is also a fellow member of the Association of Chartered Certified Accountants (UK) and a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Secretaries and Administrators (UK) and the Hong Kong Institute of Chartered Secretaries. Ms. CHUNG has over 16 years of professional experience in accounting, taxation, company secretarial, regulatory and corporate affairs. Ms. CHUNG is also as an independent non-executive director of Far City Mining Limited, a company listed on Canadian National Stock Exchange.

Save as disclosed above, Ms. CHUNG does not hold any directorship in other listed companies in the last three years. She does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Ms. CHUNG is beneficially interested in 600,000 share options of the Company. Save as disclosed, Ms. CHUNG does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Ms. CHUNG has entered into a service agreement with the Company. She is entitled to a director fee of HK$200,000 per annum for acting as an independent non-executive director with fixed term of service for one year, subject to automatic renewal. Her director fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

In relation to the re-election of directors, no information is required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the main board Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders of the Company.

11

NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

NOTICE IS HEREBY GIVEN that the annual general meeting of Skyfame Realty (Holdings) Limited (the “ Company ”) will be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Wednesday, 16 May 2012 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements; the directors’ report and independent auditor’s report for the year ended 31 December 2011.

2. To re-elect directors and to authorize the board of directors to fix their remuneration.

3. To re-appoint Messrs BDO Limited as auditor of the Company and to authorize the board of directors to fix their remuneration.

As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions, as ordinary resolutions:

ORDINARY RESOLUTIONS

4(A). “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined below) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including bonds, warrants, debentures and other securities convertible into shares of the Company, which would or might require the exercise of such powers subject to and in accordance with all applicable laws and bye-laws of the Company (the “ Bye-laws ”) be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall in addition to any authorization given to the Directors and shall authorize the Directors during the Relevant Period to make and grant offers, agreements and options, including bonds, warrants, debentures and other securities convertible into shares of the Company, which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any issue of shares of the Company on exercise of rights of subscription or conversion under any bonds,

* for identification purposes only

12

NOTICE OF ANNUAL GENERAL MEETING

warrants, notes, debentures and securities which are convertible into shares of the Company; or (iii) any issue of shares of the Company under any share option scheme or similar arrangement for the time being adopted for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares in the Company; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws, shall not exceed 20% of the aggregate nominal amount of share capital of the Company in issue at the date of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any laws applicable to the Company to be held; or

• (iii) the revocation or variation of the authority set out in this resolution by the passing of an ordinary resolution in a general meeting of the Company.

“ Rights Issue ” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

4(B). “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which shares of the Company may be listed and recognized by the Securities and Futures Commission or the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any laws applicable to the Company to be held; or

• (iii) the revocation or variation of the authority set out in this resolution by an ordinary resolution in a general meeting of the Company.”

• 4(C). “ THAT conditional upon resolutions numbered 4(A) and 4(B) in the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to resolution numbered 4(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share of the Company which had been repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution.”

By Order of the Board CHEUNG Lin Shun Company Secretary

Hong Kong, 13 April 2012

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NOTICE OF ANNUAL GENERAL MEETING

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

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. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority must be delivered to the office of Tricor Abacus Limited, the Company’s branch share registrars in Hong Kong at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong or by way of notice to or in any document accompanying the notice convening the meeting not less than fortyeight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default, the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In the 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, 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 in respect of the joint holding.

6. As at the date of this notice, the Board comprises Mr. YU Pan, Mr. SIU Shawn and Mr. WONG Lok as the executive directors; and Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong as the independent non-executive directors.

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