Greenheart Group Limited — Proxy Solicitation & Information Statement 2015

Sep 24, 2015

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 a special general meeting of Greenheart Group Limited (the “ Company ”) will be held at Plaza Meeting Room, Regus Business Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 9 November 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution, with or without amendments:

SPECIAL RESOLUTION

“ THAT , subject to and conditional upon the approval of the Registrar of Companies in Bermuda in respect of the Adoption of Secondary Name as set out in paragraph (a) below:

• (a) the Chinese name of “綠心集團有限公司” be adopted as the secondary name of the Company in Chinese in place of the existing Chinese name of the Company “綠森集團有限公司” which was adopted by the Company for identification purposes only (“ Adoption of Secondary Name ”); and

• (b) any one or more directors of the Company be and is/are hereby authorised for and on behalf of the Company to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as he/they may in his/their discretion consider necessary or desirable to implement and/or effect the Adoption of Secondary Name of the Company.”

By order of the Board Greenheart Group Limited Wu Wai Leung, Danny

Chief Executive Officer and Executive Director

Hong Kong, 25 September 2015

• for identification purpose only

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Registered office: Head office and principal place of Canon’s Court business in Hong Kong: 22 Victoria Street 16th Floor Hamilton HM 12 Dah Sing Financial Centre Bermuda 108 Gloucester Road Wanchai Hong Kong

Notes:

• 1 A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

• 2 In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

• 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.

• 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.

• The resolution is to be voted by way of poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date hereof, the Board comprises two executive Directors, namely Messrs. Wu Wai Leung, Danny and Lim Hoe Pin, three non-executive Directors, namely Messrs. Cheng Chi-Him, Conrad, Tsang On-Yip, Patrick and Simon Murray, and three independent non-executive Directors, namely Messrs. Nguyen Van Tu, Peter, Tang Shun Lam, Steven and Wong Man Chung, Francis.

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