Greenheart Group Limited — Proxy Solicitation & Information Statement 2023

Jul 18, 2023

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 Special General Meeting (the “SGM” or “Meeting”) to be convened at Boardroom 3-4, M/F., Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 4 August 2023 at 11:00 a.m.

I/We[(Note 1)] of being the holder(s) of[(Note 2)] shares of HK$0.01 each of Greenheart Group Limited (the “ Company ”) hereby appoint the Chairman of the Meeting or of

to act as my/our proxy[(Note 3)] at the SGM 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 4)] .

				Ordinary Resolution(Note 5)	FOR	AGAINST
	1.		(a)	to approve, confirm and ratify the Sixth Supplemental Facility Agreement, the
				terms and conditions thereof and transactions contemplated thereunder
				(including the Proposed Annual Caps);
			(b)	to authorize any one or more of the Directors to sign and do all such things
				and acts as he/she/they may in his/her/their discretion consider necessary to
				effect the transactions contemplated under the Sixth Supplemental Facility
				Agreement.
Dated the				day of2023Shareholder’s signaturex		x (Notes 6,7, 8 and 9)

Notes:

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

2. 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).

3. 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.

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

5. The description of the resolution is by way of summary only. The full text is set out in the notice of the SGM dated 19 July 2023.

6. 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.

7. 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.

8. 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting (as the case may be).

9. Any alteration made to this form should be initialled by the person who signs the form.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this proxy form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this proxy form. However, the Company may not be able to process or effect the appointment of your proxy and instructions unless you provide us with the Personal Data.

• (iii) Your Personal Data will not be transferred to other third parties (other than the Company’s branch share registrar in Hong Kong) unless it is otherwise required by law and will be retained for such period as may be necessary for the Company’s record, verification and notification purposes.

• (iv) By providing your proxy’s Personal Data in this form, you should have obtained the consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form and that you have informed your proxy of the purposes for and the manner in which his/her Personal Data may be used.

• (v) You and your appointed proxy have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing to the Personal Data Privacy Officer of Tricor Tengis Limited.