Greenheart Group Limited — Proxy Solicitation & Information Statement 2015

Jan 22, 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 the special general meeting (“ SGM ”) 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 Tuesday, 10 February 2015, at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the purchase by Newforest Limited (“ Newforest ”) from Sino-Capital Global Inc. (“ Sino-Capital ”) of (i) 3,036,000,000 ordinary shares (“ Greenheart Resources Shares ”) with no par value in the capital of Greenheart Resources Holdings Limited (“ Greenheart Resources ”), an indirect non-wholly owned subsidiary of the Company; (ii) the loans with an aggregate principal amount of US$13,466,960 as at the Latest Practicable Date (as defined in the Circular) from Sino-Capital to Greenheart Resources (as the same may be amended and supplemented from time to time) (which amount is subject to change after the Latest Practicable Date); and (iii) the loan with an aggregate principal amount of US$40,000,000 from Emerald Plantation Group Limited (“ EPGL ”) to Mega Harvest International Limited, an indirect wholly-owned subsidiary of the Company (as the same may be amended and supplemented from time to time), pursuant to the sale and purchase agreement dated 31 October 2014 between Sino-Capital, EPGL, Emerald Plantation Holdings Limited and Newforest

• For identification purposes only

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(“ Greenheart Resources Agreement ”) (details relating to the Greenheart Resources Agreement are set out in the circular of the Company dated 23 January 2015 (the “ Circular ”)), and the transactions contemplated thereunder, be and are hereby approved.”

1. “ THAT the confirmation in writing issued by Silver Mount Group Limited (“ Silver Mount ”), a wholly-owned subsidiary of the Company, to Sino-Capital confirming that Silver Mount (i) has waived and will not exercise its right of first refusal; and (ii) has waived and will not exercise its co-sale right, in each case in respect of the Greenheart Resources Shares to be sold by Sino-Capital to Newforest pursuant to the Greenheart Resources Agreement be and is hereby approved, confirmed and ratified.”

By order of the Board Greenheart Group Limited Paul Jeremy Brough Interim Chief Executive Officer and Executive Director

Hong Kong, 23 January 2015

Registered office: Head office and principal place Canon’s Court of 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 any adjourned meeting thereof (as the case may be).

3. Completion and return of the form of proxy will not preclude members from attending and voting at the 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.

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1. 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.

2. All the resolutions are 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 of this announcement, the Board comprises two executive Directors, namely Messrs. Paul Jeremy Brough and Hui Tung Wah, Samuel, three non-executive Directors, namely Messrs. Wang Tong Sai, Eddie, Simon Murray and Colin Denis Keogh, 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

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