Greenheart Group Limited — Proxy Solicitation & Information Statement 2012

May 18, 2012

863 Greenheart E Jo: 36863(A) To: Greenheart

Tel:2593 3110

Attn: Ms Grace Or

1st Proof / 16th May, 2012 (Client)

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[*]

(incorporated in Bermuda with limited liability) (Stock Code: 94)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Special General Meeting of Greenheart Group Limited (“Company”) will be held at Plaza Meeting Room, Regus Business Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 28 June 2012 at 10:15 a.m. or soon after the annual general meeting convened to be held on the same date and place at 10:00 a.m., whichever is later, for the purposes of considering and, if thought fit, passing with or without amendments the following ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares of HK0.01 each in the capital of the Company to be issued pursuant to the exercise of any options granted under the new share option scheme (the “ New Share Option Scheme ”) (a copy of which has been presented to this meeting marked “A” and initialled by the chairman of the meeting for identification purpose), the New Share Option Scheme be and is hereby approved and adopted; and that the directors of the Company (the “ Directors ”) be authorized to grant options and allot and issue shares of the Company pursuant to the New Share Option Scheme; and that the Directors be and are hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the New Share Option Scheme.”

By Order of the Board of Greenheart Group Limited William Judson Martin

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 18 May 2012

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863 Greenheart E Jo: 36863(A) To: Greenheart

Attn: Ms Grace Or Tel:2593 3110

1st Proof / 16th May, 2012 (Client)

Executive Directors: Mr. William Judson Martin Mr. Hui Tung Wah, Samuel

Non-executive Director: Mr. Simon Murray

Independent Non-Executive Directors: Mr. Wong Kin Chi Mr. Wong Che Keung, Richard Mr. Tong Yee Yung, Joseph

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

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

Notes:

1. Any shareholder entitled to attend and vote at the Special General 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 Special General Meeting 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.

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