Greenheart Group Limited — Proxy Solicitation & Information Statement 2022

Apr 19, 2022

GREENHEART GROUP LIMITED 綠心集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 94)

PROXY FORM

Form of proxy for use by shareholders at the Annual General Meeting (the “AGM” or “Meeting”) to be convened at Boardroom 3-4, M/F., Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 24 May 2022 at 11:00 a.m.

I/We [(note a)] of

being the holder(s) of Limited (the “ Company ”) hereby appoint the Chairman of the Meeting or of

(note b) shares of HK$0.01 each of Greenheart Group

to act as my/our proxy [(note c)] at the AGM of the Company and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(note d)] .

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be c	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be c	ast on a poll_(note d)_.
Ordinary Resolutions(note e)		FOR	AGAINST
1.	To receive and approve the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2021
2.	To re-elect Mr. Ding Wai Chuen as an executive director
3.	To elect Mr. Lie Ken Jie Remy Anthony Ket Heng as a non-executive Director
4.	To elect Mr. Kenneth Lau as a non-executive Director
5.	To authorize the board of directors to fix the directors’ remuneration
6.	To re-appoint the Company’s auditors and authorize the board of directors to fix their remuneration
7.	To grant a general mandate to the directors to issue, allot and otherwise deal with the Company’s shares
8.	To grant a general mandate to the directors to repurchase the Company’s shares
9.	To add the nominal amount of the shares repurchased by the Company to the mandate granted to the directors under resolution no.7
10.	To terminate the existing share option scheme and to adopt the new share option scheme

Dated the

day of 2022

Shareholder’s signature x x [(notes f, g, h and i)]

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

• b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the box(es) marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the box(es) marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• e. The description of the resolutions is by way of summary only. The full text is set out in the notice of the AGM dated 20 April 2022.

• f. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• g. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• h. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting (as the case may be).

• i. Any alteration made to this form should be initialed by the person who signs the form.