Greenheart Group Limited — Proxy Solicitation & Information Statement 2013

Mar 6, 2013

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)

DESPATCH OF THE RESPONSE DOCUMENT RELATING TO

UNCONDITIONAL MANDATORY GENERAL CASH OFFERS BY MOELIS & COMPANY ASIA LIMITED ON BEHALF OF EMERALD PLANTATION GROUP LIMITED TO ACQUIRE ALL THE ISSUED ORDINARY SHARE CAPITAL OF GREENHEART GROUP LIMITED (OTHER THAN THE ORDINARY SHARES ALREADY OWNED OR CONTROLLED BY EMERALD PLANTATION GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME THE OFFER IS MADE), OFFER FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS AND OFFER FOR ALL OUTSTANDING CONVERTIBLE NOTES

Reference is made to the announcements (the “ Announcements ”) made by the Company on 31 January 2013 and 21 February 2013 and the offer document (the “ Offer Document ”) of Emerald Plantation Group Limited (the “ Offeror ”) dated 21 February 2013 in relation to the unconditional mandatory general cash offers (the “ Offers ”) by the Offeror in respect of the Shares, the options granted by the Company under the share option schemes of the Company (the “ Options ”) and the Convertible Notes of the Company. Unless otherwise stated, terms defined in the Response Document (as defined below) have the same meanings in this announcement.

• For identification purpose only

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DESPATCH OF THE RESPONSE DOCUMENT

The response document of the Company dated 7 March 2013 (the “ Response Document ”) setting out, inter alia, the letter from the Board, information of the Group, the letter from the Independent Board Committee containing its recommendation to the Independent Shareholders, the holders of the Options and the holder of the Convertible Notes in respect of the Offers and the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee in relation to the Offers was despatched to the Independent Shareholders, the holders of the Options and the holder of the Convertible Notes on 7 March 2013 in accordance with the Takeovers Code.

The Offers commenced for acceptance on 21 February 2013 and the latest time and date for acceptance is at 4:00 p.m. on 21 March 2013 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. A detailed timetable in respect of the Offers has been included in the Offer Document.

By Order of the Board Greenheart Group Limited W. Judson Martin Chairman, CEO and Executive Director

Hong Kong, 7 March 2013

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

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

Website: http://www.greenheartgroup.com

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