Greenheart Group Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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(Provisional Liquidators Appointed)

(For Restructuring Purposes)

(Stock Code: 00059 and Bonds Stock Code: 5310, 5311, 5367, 5379, 5567, 5580, 5602, 5626, 5821 and 5855)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD AT 3:00 P.M. ON TUESDAY, 6 JUNE 2023

I/We[(1)] , (name) of (address) being the registered holder(s) of[(2)] shares (the “ Shares ”) of one third Hong Kong cent each in the share capital of Skyfame Realty (Holdings) Limited (the “ Company ”), hereby appoint[[(3)]] the Chairman of the Meeting or

shares (the “ Shares ”)[[(3)]] the Chairman of the (address),

(name) of (address), as my/our proxy to attend, act and vote for me/us and on my/our behalf at an annual general meeting (the “ Meeting ”) of the Company to be held at Unit 1401, 14/F., Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong at 3:00 p.m. on Tuesday, 6 June 2023 (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof), to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS(11)	ORDINARY RESOLUTIONS(11)	FOR(4)	AGAINST(4)
1.	To adopt the audited consolidated Financial Statements of the Company; the Directors’ Report and the Independent Auditor’s Report for theyear ended 31 December 2022.
2(A).	To re-elect Mr. YU Pan as executive director of the Company.
2(B).	To re-elect Mr. JIN Zhifengas executive director of the Company.
2(C).	To re-elect Ms. WANG Kailingas non-executive director of the Company.
2(D).	To re-elect Mr. WEN Xiaojingas independent non-executive director of the Company.
2(E).	To re-elect Mr. CUI Yuan as independent non-executive director of the Company.
2(F).	To re-elect Ms. TANG Yu as independent non-executive director of the Company.
2(G).	To authorise the board of directors of the Companyto fix the directors’ remuneration.
3.	To appoint Messrs. Moore Stephens CPA Limited as Auditor of the Company and to authorise the board of the directors of the Companyto fix their remuneration.
4(A).	To give a general mandate to the Directors to issue additional shares of the Company not exceeding 20% of the issued share capital of the Companyas at the date ofpassingof this resolution.
4(B).	To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the issued share capital of the Companyas at the date ofpassingof this resolution.
4(C).	Conditional upon the passing of resolutions nos. 4(A) and 4(B), to extend the general mandate granted to the directors of the Company to issue, allot and deal with new Shares by the number of Shares repurchasedpursuant to thegeneral mandategranted under resolution no. 4(B).
SPECIAL RESOLUTION(11)		FOR(4)	AGAINST(4)
5.	To approve and adopt the second amended and restated bye-laws of the Company, which consolidates all of the proposed amendments to the existing bye-laws, as the bye-laws of the Companyin substitution for,and to the exclusion of,the existingbye-laws of the Company.

Dated the 2023 Signature(s)[(5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK IN THE BOXES MARKED “AGAINST”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjourned meeting.

7. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. A member entitled to attend and vote is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. 9. Any alteration made to this proxy form must be initialed by the person who signs it.

9. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. The description of each resolution herein is by way of summary only. The full text of the resolution is set out in the notice of the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Tricor Abacus Limited for the attention of Privacy Compliance Officer at the above address.

• For identification purpose only