Greenheart Group Limited — M&A Activity 2004

Aug 27, 2004

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

OMNICORP LIMITED 兩儀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 94)

MAJOR TRANSACTION

Proposed acquisition and subscription of approximately 51.52% interest in Windsor Treasure Group Holdings Limited

The Purchaser, a wholly-owned subsidiary of the Company, will (a) acquire the Sale Shares from the Vendors and (b) subscribe for the Subscription Shares from Windsor Treasure. Upon Completion, the Purchaser will effectively hold approximately 51.52% of the entire issued share capital of Windsor Treasure. Windsor Treasure Group is principally engaged in the design, manufacture, sale and distribution of home furniture under various brands in the PRC and other parts of the world.

The Consideration for the Acquisition is HK$34,006,000, of which a sum of HK$17,003,000 is the consideration for the Subscription Shares and a sum of HK$17,003,000 is the consideration for the Sale Shares. The consideration of the Subscription Shares will be satisfied by cash and the consideration for the Sale Shares will be satisfied by the allotment and issue of the Consideration Shares by the Company subject to and upon the terms and conditions described below. The Directors presently intend to finance the cash portion of the Consideration by internal resources of the Group.

The Acquisition constitutes a major transaction for the Company pursuant to Chapter 14 of the Listing Rules and is subject to approval of the Shareholders at a general meeting of the Company. A circular of the Company, containing among other things, further details of the Agreement, an accountants’ report on Windsor Treasure Group and other financial information of the Group and a notice of SGM, will be dispatched to the Shareholders as soon as possible.

Trading in Shares has been suspended at the request of the Company with effect from 9:30 a.m. on 20th August, 2004 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 9:30 a.m. on 27th August, 2004.

THE AGREEMENT Date 19th August, 2004

Parties Vendors Capitalrise, Bloominvest, Good Profit, Hero Profit, Metronet, Ace Victory, Even Skill and Wellasia, which are respectively the legal and beneficial owners of the relevant number of the Sale Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendors and their respective ultimate beneficial owners are Independent Third Parties and are not connected persons as defined in the Listing Rules

Vendors’ warrantors Mr. Sung, Mr. Chan, Mr. Cheung and Mr. Huang Purchaser Talent Sino Holdings Limited, a company incorporated in the BVI with limited liability and a wholly owned subsidiary of the Company

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Purchaser’s warrantor

Purchaser’s warrantor The Company The company to be acquired Windsor Treasure

Assets to be acquired

The Purchaser will acquire:

1. the Sale Shares, being 3,470 ordinary shares of US$1.00 each in the issued share capital of Windsor Treasure, representing 34.70% of the entire issued share capital of Windsor Treasure as at the date of this announcement and approximately 25.76% of its then entire issued share capital immediately upon Completion (as enlarged by the issue of the Subscription Shares); and

2. the Subscription Shares, being 3,470 new ordinary shares of US$1.00 each in the share capital of Windsor Treasure, which represent approximately 25.76% of the then entire issued share capital of Windsor Treasure immediately upon Completion (as enlarged by the issue of the Subscription Shares)

which collectively represent an effective interest of approximately 51.52% in the enlarged issued share capital of Windsor Treasure immediately after Completion.

Consideration

The Consideration is in the sum of HK$34,006,000 to be satisfied in the following manner:

• (a) 50% of the Consideration, i.e. a sum of HK$17,003,000, being the consideration for the Sale Shares, will be satisfied by the allotment and issue of the Consideration Shares of 17,003,000 new Shares at an issue price of HK$1.00 per Consideration Share by the Company to the Vendors, credited as fully paid, within 5 Business Days after Completion; and

• (b) the remaining 50% of the Consideration, i.e. HK$17,003,000, being the consideration for the Subscription Shares, shall be paid in cash to Windsor Treasure upon Completion.

The Directors presently intend to finance the cash portion of the Consideration by internal resources of the Group. The acquisition of Sale Shares and the subscription of the Subscription Shares shall be inter-conditional and shall take place simultaneously at Completion.

The Consideration Shares represent approximately 22.89% of the existing issued share capital of the Company as at the date of this announcement and approximately 18.62% of the then enlarged issued share capital of the Company immediately after Completion (as enlarged by the issue of the Consideration Shares).

The issue price of the Consideration Shares of HK$1.00 per Consideration Share represents:–

• (a) a discount of approximately 1.96% to the closing price of Shares of HK$1.020 quoted on the Stock Exchange on 19th August, 2004, the last trading day before the suspension of trading of Shares prior to the issue of this announcement;

• (b) a discount of approximately 3.29% to the average of the closing prices of Shares of HK$1.034 quoted on the Stock Exchange during the period of the last five trading days before the suspension of trading of Shares prior to the issue of this announcement;

• (c) a discount of approximately 0.43% to the average of the closing prices of Shares of HK$1.004 quoted on the Stock Exchange during the period of the last 30 trading days before the suspension of trading of Shares prior to the issue of this announcement; and

• (d) a discount of approximately 53.27% to the audited consolidated net tangible assets of the Company of HK$2.14 per Share as at 31st December, 2003.

Basis for determining the Consideration

The Consideration was arrived at after arm’s length negotiations between the Purchaser and the Vendors by reference to the prospects of the business of Windsor Treasure Group, the potential and growth of the consumer market in the PRC for medium to high-end furniture, the combined net tangible asset value of the entire Windsor Treasure Group upon and as at the date of Completion guaranteed jointly and severally by the Vendors and the Warrantors of approximately HK$38,000,000 and the profit guaranteed by the Vendors and the Warrantors for the year ending 31st December, 2004 of the entire Windsor Treasure Group of HK$7,500,000. Based on the profit guaranteed by the Vendors and the Warrantors, the Consideration represents a price earnings multiple of approximately 8.80 times on a fully-diluted basis and approximately 7.01 times on a weighted average basis (on the assumption that the Completion will take place on 15th October, 2004 and without taking into account any interest factor). The guaranteed net tangible asset value upon and as at the date of Completion of HK$38,000,000 (including the cash portion of the Consideration of HK$17,003,000 for the Subscription Shares) also represents an asset backing ratio (the guaranteed net tangible assets of the entire Windsor Treasure Group upon and as at the date of Completion of HK$38,000,000 x 51.52% the Consideration of HK$34,006,000 x 100%) of approximately 57.57%. Having considered the factors described in the paragraphs headed “Information on the Windsor Treasure Group” and “Reasons for the Acquisition” below, the Directors are of the view that the terms of the Agreement (including the Consideration) are fair and reasonable as far as the Company and the Shareholders are concerned.

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Guaranteed net tangible assets value and profit Pursuant to the Agreement, the Vendors and the Warrantors jointly and severally undertake and represent to the Purchaser that upon Completion, the combined net tangible asset value of the entire Windsor Treasure Group as shown in its audited accounts upon and as at the date of Completion will not be less than HK$38,000,000 (“Guaranteed NTA”). For the purpose of calculating the Guaranteed NTA, the consideration for the Subscription Shares will be taken into account. In the event that the actual audited combined net tangible asset value of the entire Windsor Treasure Group upon and as at the date of Completion falls short of the Guaranteed NTA, the Vendors will make up the shortfall amount in cash within 15 Business Days from the date of the auditors’ report in respect of the audited accounts of Windsor Treasure Group upon Completion. Pursuant to the Agreement, the Vendors and the Warrantors jointly and severally undertake to procure the audited accounts of Windsor Treasure Group as at the date of Completion (the “Completion Accounts”) to be issued within two months from the date of Completion.

Pursuant to the Agreement, each of the Vendors and the Warrantors jointly and severally undertakes and represents to the Purchaser that the consolidated profit after taxation and minority interests of the entire Windsor Treasure Group (before extraordinary items) as shown in its audited accounts for the year ending 31st December, 2004 prepared in accordance with the accounting principles generally accepted in Hong Kong will not be less than HK$7,500,000 (“Guaranteed Profit”). In the event that the audited results fall short of the Guaranteed Profit, the Purchaser will be compensated in cash an amount representing 51.52% of the profit shortfall multiplied by 8.80 times, which shall be paid by the Vendors to the Purchaser within 15 Business Days from the date of the auditors’ report in respect of the audited accounts of the Windsor Treasure Group for the year ending 31st December, 2004. Pursuant to the Agreement, the Vendors and the Warrantors jointly and severally undertake to procure the audited accounts of Windsor Treasure Group for the year ending 31st December, 2004 to be issued on or before 31st March, 2005.

After the Acquisition has been completed, the Company will make announcements with regard to the following:–

1. whether the Guaranteed NTA and the Guaranteed Profit have been reached by the Windsor Treasure Group;

2. details of the shortfall between the Guaranteed NTA and the actual net tangible asset value upon Completion and between the Guaranteed Profit and the actual amount of profits; and

3. whether the Vendors and the Warrantors have fulfilled their obligations pursuant to the Agreement in the event a shortfall arises on the Guaranteed NTA or the Guaranteed Profit. The announcement on the Guaranteed NTA shall be made within 5 Business Days from the deadline for the Vendors and the Warrantors to perform their obligations in the event of a shortfall or within 20 Business Days after the issue of the Completion Accounts, whichever is earlier. The announcement on the Guaranteed Profit shall be made within 5 Business Days from the deadline for the Vendors and the Warrantors to perform their obligations in the event of a shortfall arises or within 20 Business Days after the issue of the audited accounts of Windsor Treasure Group for the year ending 31st December, 2004, whichever is earlier.

The Company will also disclose in its annual report the above information together with a statement of the independent non-executive Directors confirming the above.

Conditions of the Agreement

Completion is conditional upon amongst other things:

• (a) the passing by the Shareholders at the SGM to be convened of ordinary resolutions to approve:

• (i) the Agreement and the Acquisition contemplated thereunder; and

• (ii) the allotment and issue of the Consideration Shares;

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consideration Shares and all relevant regulatory requirements (if any) having been complied with and satisfied;

• (c) the Purchaser being satisfied with and having accepted the results of the due diligence review to be conducted on Windsor Treasure Group;

• (d) the receipt of the PRC legal opinion regarding, amongst other things, the legal status, ownership of shareholding/registered capital in each of the Windsor Treasure Group companies, business, assets, liabilities of Windsor Treasure and each of the PRC members of the Windsor Treasure Group both before and after completion of the Reorganization and any other matters the Purchaser shall be aware of for the Acquisition (including the approval from the relevant PRC authorities, if required) in form and content satisfactory to the Purchaser;

• (e) there being no material breach of any warranties by the Vendors and Warrantors, unless otherwise disclosed;

• (f) the issue of an unqualified independent opinion by the reporting accountants designated by the Purchaser on the consolidated financial statements of the Windsor Treasure Group for the three financial years ended 31st December, 2003 and the six months ended 30th June, 2004;

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• (g) there being no material breach of any terms and conditions of the Agreement by each of the Vendors, Windsor Treasure and its subsidiaries before Completion;

• (h) the receipt by the Purchaser of a valuation report issued by an independent and qualified valuer and being completed to the satisfaction of and is accepted by the Purchaser showing the value of the factory premises in Dongguan of Windsor Treasure Group in the PRC; and

• (i) the completion of the Reorganization.

Each of the Vendors has agreed to use its best endeavours to procure the fulfilment of conditions above (save for (a) and (b) above) before Completion. Except for conditions (a), (b), (f) and (i), all conditions can be waived by the Purchaser under the Agreement. It is the position of the Company that it will not waive any condition if the condition is a requisite for the legality of both the Acquisition and the PRC members of Windsor Treasure Group after Reorganization. In this connection, the Company will not waive condition (d) insofar as the approval of the relevant PRC authorities and other matters relating to the legality of the PRC members are concerned.

Completion

Completion shall take place within 5 Business Days following fulfillment or waiver (as the case may be) of the conditions set out above or such other date as mutually agreed by the Vendors and the Purchaser in writing. If for any reason all the relevant conditions shall not have been fulfilled or waived on or before 30th November, 2004 (or such later date as agreed by the Purchaser and the Vendors in writing), the Agreement shall automatically terminate and be null and void and of no further effect and no party to the Agreement shall have any liability to any other party, save in respect of any prior breaches of the terms of the Agreement, where applicable.

Board of directors of Windsor Treasure

It is one of the terms of the Agreement that after Completion, the board of directors of Windsor Treasure would consist of 9 directors, of which 5 would be nominated by the Purchaser and 4 by the Vendors. Businesses arising at any meeting of the directors shall be decided by a simple majority of votes.

SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company immediately before and after Completion (assuming no other changes in shareholding before then):

	Before Completion	Before Completion	Immediately after	Completion
	Number of Shares	%	Number of Shares	%
The Grande (Nominees) Limited_(Note 1)_	6,573,795	8.85	6,573,795	7.20
Planet Adventure Limited_(Note 2)_	6,200,000	8.35	6,200,000	6.79
Patova International Limited_(Note 2)_	100,000	0.13	100,000	0.11
Lui Chun Bing, Tommy_(Note 3)_	4,266,800	5.74	4,266,800	4.67
Shaw Wen Fei_(Note 4)_	1,064,900	1.43	1,064,900	1.17
Au Hoi Tsun, Peter_(Note 5)_	345,000	0.46	345,000	0.38
Capitalrise_(Note 6)_	–	–	3,782,800	4.14
Bloominvest_(Note 7)_	–	–	681,100	0.75
Good Profit_(Note 8)_	–	–	3,782,800	4.14
Hero Profit_(Note 9)_	–	–	509,600	0.56
Metronet_(Note 10)_	–	–	3,782,800	4.14
Ace Victory_(Note 11)_	–	–	509,600	0.56
Even Skill_(Note 12)_	–	–	2,190,300	2.40
Wellasia_(Note 13)_	–	–	1,764,000	1.93
Public	55,739,273	75.04	55,739,273	61.06
	74,289,768	100	91,292,768	100

Notes:

1. A wholly-owned subsidiary of The Grande Holdings Limited which is listed on the main board of the Stock Exchange. Mr. Ho Wing On, Christopher is deemed under the SFO to be interested in these Shares because of his indirect interest in The Grande Holdings Limited through Barrican Investments Corporation and The Grande International Holdings Limited. 2. Beneficially owned by Mr. Huen Wing Ming, Patrick.

2. These Shares include 226,800 Shares held by Lui Chun Bing, Tommy in person and 4,000,000 Shares held by Expert View Group Limited, which is beneficially owned as to approximately 66.67% and 33.33% by Sum Kin Man and Lui Tin Shun, respectively, the wife and son of Lui Chun Bing, Tommy, who is the Vice-Chairman and Managing Director of the Group and a Director.

3. These Shares are held by Sharp States Investments Inc., the entire issued share of which is whollyowned by Shaw Wen Fei, the Chairman of the Group and a Director.

4. A Director.

5. A company wholly and beneficially owned by Mr. Sung and his family member.

6. A company wholly and beneficially owned by Mr. Sung.

7. A company wholly and beneficially owned by Mr. Chan and his family member.

8. A company wholly and beneficially owned by Mr. Chan.

9. A company wholly and beneficially owned by Mr. Cheung and his family member.

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1. A company wholly and beneficially owned by Mr. Cheung.

2. A company wholly and beneficially owned by Mr. Huang and his family member. 13. A company wholly and beneficially owned by Mr. Huang.

As shown in the shareholding structure above, none of the Vendors together with their respective associates will hold more than 5% of the then issued capital of the Company immediately upon Completion. Mr. Sung, Mr. Chan, Mr. Cheung and Mr. Huang have respectively confirmed with the Stock Exchange that they and their respective associates are Independent Third Parties and are not connected persons as defined in the Listing Rules and that they and their respective associates do not have any relationship with one another save for the business relationship arising from the ordinary and usual course of business of the Windsor Treasure Group. Mr. Sung, Mr. Chan, Mr. Cheung and Mr. Huang have also confirmed that they have no arrangement whatsoever with one another in respect of the trading, dealing or disposal of the Consideration Shares and they have no intention to enter into any such arrangement in the future.

The Agreement does not contain any provision which would restrict the subsequent sale of the Consideration Shares.

INFORMATION ON THE WINDSOR TREASURE GROUP

Windsor Treasure is an investment holding company incorporated on 20th April, 2004 in the BVI with limited liability. It has not carried on any business since its operation save for the entering into of the Agreement. The Windsor Treasure Group is undergoing the Reorganization for the purpose of, amongst other things, enabling Windsor Treasure to become the holding company of Windsor Treasure Group and consolidating the group structure and operating members of the Windsor Treasure Group. The Reorganization is essential so that the Purchaser will not have to acquire and/or subscribe the equity interest of the operating members separately for the purposes of the Acquisition. The Reorganization will be completed before Completion. Upon completion of the Reorganization, Windsor Treasure will become the holding company of Windsor Treasure Group. The three companies established in the PRC, namely深圳大豪興利家具實業有限公司 , 東莞富 豪家具有限公司 and 深圳興利家具有限公司 will be the main operating arms of Windsor Treasure Group. As at the date of this announcement, 65% of the equity interest in 深圳大 豪興利家具實業有限公司 is beneficially owned by Mr. Sung, Mr. Chan and Mr. Cheung while the remaining 35% is held by an Independent Third Party, not connected to any of the Warrantors and the Vendors. An aggregate of 78% of the equity interest in東莞富豪家具有限公司 is beneficially owned by Mr. Sung, Mr. Chan and Mr. Cheung while the remaining 22% is held by an Independent Third Party and not connected to any of the Warrantors and the Vendors. The whole equity interest in 深圳興利家具有限公司 is beneficially owned by Mr. Sung, Mr. Chan, Mr. Cheung and Mr. Huang’s wife. The aforesaid Independent Third Parties will remain as respective holder of the minority equity interest in 深圳大豪興利家具實業有限公司 and 東 莞富豪家具有限公司 .

After the Reorganization, Windsor Treasure Group will mainly comprise the aforesaid operating members, a company holding the relevant brand names and the intermediate holding companies for the purpose of Reorganization. Subject to the PRC legal opinion and the result of the Purchaser’s due diligence exercise, the Purchaser is currently not aware of any facts which suggest that these PRC companies are not duly established or the business operations of which do not comply with all relevant laws.

Windsor Treasure Group is engaged in the design, manufacture, sale and marketing of medium to high-end home furniture, mainly wood furniture. Windsor Treasure Group’s furniture is marketed under various brands including but not limited to “Johnston”, “歐瑞 ” “PZ-King”, “Degas”, “Sunrays”, “QQ-Star” and “Novita”. The Group’s products comply with the ISO 9001 design and manufacture of home furniture standards. Approximately 82% of the Windsor Treasure Group’s products are sold to independent sales agents and trading firms who are primarily furniture wholesalers or retailers and operate, in aggregate, over 400 sales outlets in the PRC. The remaining 18% of the Group’s products are exported to various countries including the USA, the Middle East and Japan. In this respect, one of the Windsor Treasure Group’s PRC operating members is granted a separate-rate status, under which that subsidiary is entitled to an import duty of 10.92% in the preliminary determination following the recent anti-dumping investigation conducted by the Department of Commerce of the USA on the imports of wooden bedroom furniture from the PRC. This compares favourably with the punitive anti-dumping PRC-wide rate of 198.08% imposed on most of the PRC wooden furniture companies exporting to the USA.

The unaudited combined net profit of Windsor Treasure Group for the year ended 31st December, 2003 and the six months ended 30th June, 2004 was approximately RMB2.81 million (approximately HK$2.65 million) and RMB2.79 million (approximately HK$2.63 million), respectively. For the year ended 31st December, 2002, the Windsor Treasure Group reported an unaudited combined net loss of approximately RMB6.15 million (approximately HK$5.80 million) which included a loss on disposal of a property in Hong Kong of approximately RMB5.60 million (approximately HK$5.28 million).

As at 31st December, 2003 and 30th June, 2004, the unaudited combined net tangible asset value of Windsor Treasure Group was approximately RMB21.26 million (approximately HK$20.06 million) and RMB24.30 million (approximately HK$22.92 million), respectively.

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The above financial information has been compiled from the financial statements of the principal operating members of the Windsor Treasure Group which were audited by its PRC accountants. An accountants’ report on the Windsor Treasure Group for each of the three years ended 31st December, 2003 and the six months ended 30th June, 2004 will be prepared by independent accountants designated by the Purchaser and set out in the Shareholders’ circular for the purposes of the SGM in compliance with the Listing Rules.

REASONS FOR THE ACQUISITION

The principal activity of the Company is investment holding. The principal activities of its subsidiaries consist of manufacture and sale of electronic components, manufacture and sale of contactless smart card and related products, general trading, property holding and investment holding. As mentioned in the Company’s annual report for the year ended 31st December, 2003, the Company was excited by the business opportunities in the PRC and given the Group’s satisfactory performance of 2003, the Group was poised for further expansion in 2004 through internal growth and, if opportunities arose, acquisitions.

Windsor Treasure Group has been engaged in the design, manufacture, sale and marketing of medium to high-end home furniture since 1993. The furniture market in China has been growing rapidly in recent years owing to the boom in the property market in China driven by the increase in household incomes and the continuous rise in the standard of living in China. The size of the China furniture industry is estimated at RMB204 billion for 2003. China is one of the top three largest furniture export countries in the world and furniture exports from China have increased by 335% from 1994 to 2001. China has also replaced Canada as the largest exporter of furniture to the US market in 2003. China exported about US$5.4 billion and US$7.3 billion of furniture in 2002 and 2003 respectively.

The China economy grew at an average rate of about 10% per year during the period from 1990 to 2001, which is the highest growth rate in the world. China’s gross domestic product grew 8% in 2002 and further 9.1% in 2003 despite the setbacks of the severe acute respiratory syndrome outbreak and a sluggish world economy. It is believed that the growth in the China economy and improved living standards in recent years would sustain the growing demand for medium to highend home furniture in the domestic market.

Taking into account the above, the Directors consider that the Acquisition represents a good opportunity for the Company to tap the growing consumer market in the PRC. Further, following the US Department of Commerce’s anti-dumping duty investigation, an anti-dumping duty rate of 198.08% is imposed on all PRC-made wooden bedroom furniture with effect from 17th July, 2004. The Windsor Treasure Group is one of the few corporations preliminarily found to be eligible for a separate-rate of 10.92% rather than the PRC-wide rate of 198.08% and thus, the management of the Group believes that the Windsor Treasure Group stands on a much advantageous position to further expand its export business of home furniture to the USA. However, the above is a preliminary determination of the US Department of Commerce after the anti-dumping investigation and there is no guarantee that the separate-rate status may not be subject to any change in the future. If the separate-rate status cannot be retained, it is possible that Windsor Treasure Group will be subject to the PRC wide rate of 198.08%. Nevertheless, if the Windsor Treasure Group can continue to maintain its current trade practice in its export activities, it is unlikely for Windsor Treasure Group to be placed in a less advantageous position in the furniture market in the future. The management of the Group has substantial experience in business development and investment and in assisting entrepreneurial companies like the Windsor Treasure Group to manage and further expand their business in high growth markets such as China. Furthermore, the relative strength of the Group in strategic planning, financial management, corporate development, and international markets are expected to bring strong synergies and additional depth and strength to the present management team of the Windsor Treasure Group. All in all, the Directors believe that the Acquisition would strengthen the Company’s investment portfolio and broaden its income base.

GENERAL

Pursuant to Chapter 14 of the Listing Rules, the Acquisition constitutes a major transaction for the Company and is subject to Shareholders’ approval at a general meeting of the Company. To the best knowledge of the Company, it is not aware of any Shareholder having a material interest in the Acquisition which is required to abstain from voting under the Listing Rules.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Windsor Treasure, Capitalrise, Bloominvest, Good Profit, Hero Profit, Metronet, Ace Victory, Even Skill, and Wellasia and their respective ultimate beneficial owners are Independent Third Parties and not connected with the Company (as defined in the Listing Rules).

A circular containing, among other matters, the notice convening the SGM and further details of the Acquisition will be dispatched to Shareholders as soon as practicable and in any event within 21 days after the date of publication of this announcement.

The Company will make an application to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares to be issued pursuant to the Agreement.

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SUSPENSION AND RESUMPTION OF TRADING

Trading in Shares was suspended from 9:30 a.m. on 20th August, 2004 at the request of the Company pending release of this announcement. Application has been made to the Stock Exchange for resumption of trading of the Shares with effect from 9:30 a.m. on 27th August, 2004.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

• “Ace Victory” Ace Victory Investments Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Cheung

• “Acquisition” (a) the proposed acquisition by the Purchaser from the Vendors of the Sale Shares pursuant to the Agreement upon the terms and subject to the conditions set out in the Agreement; and

• (b) the proposed subscription by the Purchaser of the Subscription Shares upon the terms and subject to the conditions set out in the Agreement

• “Agreement” the share purchase and subscription agreement entered into, amongst others, between the Purchaser, the Vendors, Mr. Sung, Mr. Chan, Mr. Cheung, Mr. Huang, the Company and Windsor Treasure on 19th August, 2004 in connection with the Acquisition

• “associate(s)” has the meaning ascribed thereto under the Listing Rules “Business Day” a day on which banks are open for business in Hong Kong (excluding Saturdays and Sundays)

• “Bloominvest” Bloominvest Group Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Sung

• “Board” board of Directors “BVI” the British Virgin Islands “Capitalrise” Capitalrise Group Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Sung and his family members

• “Company” Omnicorp Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the Main Board Stock Exchange

• “Completion” completion of the Acquisition upon the terms and subject to the conditions set out in the Agreement

• “Consideration” the consideration for the Acquisition, being a sum of HK$34,006,000 “Consideration Shares” 17,003,000 new Shares to be allotted and issued, credited as fully paid, at HK$1.00 per Share to the Vendors to satisfy 50% of the Consideration

• “Director(s)” director(s) of the Company “Even Skill” Even Skill Technology Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Huang and his family members

• “Good Profit” Good Profit Trading Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Chan and his family members

• “Group” the Company and its subsidiaries “Hero Profit” Hero Profit International Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Chan

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third independent third party(ies) not connected with the directors, chief Party(ies)” executive and substantial shareholders of the Company and its subsidiaries or any of their respective associates

• “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange “Metronet” Metronet Investments Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Cheung and his family members

• “Mr. Chan” Mr. Chan Kwok Kin, an Independent Third Party

• “Mr. Cheung” Mr. Cheung Kong Cheung, an Independent Third Party “Mr. Huang” Mr. Huang Wei Ye, an Independent Third Party

• “Mr. Sung” Mr. Sung Kai Hing, an Independent Third Party

• “PRC” or “China” the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan, for the purpose of this announcement

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“Purchaser” Talent Sino Holdings Limited, a company incorporated in the BVI with limited liability and a wholly owned subsidiary of the Company “Reorganization” the reorganization of the Windsor Treasure Group upon completion of which, Windsor Treasure will become the holding company of the companies, amongst others, 東莞富豪家具有限公司 , 深圳大豪興利家具 實業有限公司 , and 深圳興利家具有限公司 , being the limited liability companies established and existing under the laws of the PRC and Hing Lee (China) Company Limited, being a limited company incorporated in Hong Kong and Sharp Motion Worldwide Limited, being a limited company incorporated in the BVI

• “Sale Shares” 3,470 ordinary shares of US$1.00 each in the issued share capital of Windsor Treasure, being approximately 34.70% of its issued share capital as at the date of this announcement and approximately 25.76% of its then issued share capital immediately after Completion (as enlarged by the issue of the Subscription Shares), of which 772 Sale Shares are owned by Capitalrise, 139 Sale Shares are owned by Bloominvest, 772 Sale Shares are owned by Good Profit, 104 Sale Shares are owned by Hero Profit, 772 Sale Shares are owned by Metronet, 104 Sale Shares are owned by Ace Victory, 447 Sale Shares are owned by Even Skill and 360 Sales Shares are owned by Wellasia as at the date of this announcement, or such number of Shares which, after the completion of Reorganization, represent approximately 25.76% of the then issued share capital of Windsor Treasure

• “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “SGM” a special general meeting of the Company to be convened and held for consideration and approval of, amongst other things, the Acquisition and the allotment and issue of Consideration Shares;

• “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Shares” 3,470 new ordinary shares of US$1.00 each in the share capital of Windsor Treasure, which represents 34.70% of its issued share capital as at the date of this announcement and approximately 25.76% of its then issued share capital immediately after Completion, or such number of Shares which, after the completion of Reorganization, which represent approximately 25.76% of the then issued share capital of Windsor Treasure

• “Vendors” Capitalrise, Bloominvest, Good Profit, Hero Profit, Metronet, Ace Victory, Even Skill and Wellasia, being the registered and beneficial owners of the Sale Shares who are Independent Third Parties and not connected persons as defined in the Listing Rules

• “Warrantors” Mr. Chan, Mr. Cheung, Mr. Sung and Mr. Huang, who are respectively the sole beneficial owner of Hero Profit, Ace Victory, Bloominvest and Wellasia and, together with their respective families members, the respective beneficial owner of Good Profit, Metronet, Capitalrise and Even Skill

• “Wellasia” Wellasia International Limited, a company incorporated in the BVI with limited liability and is wholly owned by Mr. Huang

• “Windsor Treasure” Windsor Treasure Group Holdings Limited, an investment holding company incorporated in the BVI with limited liability on 20th April, 2004, the ultimate beneficial owners of which are all Independent Third Parties. It is owned as to 22.24% by Capitalrise, 4% by Bloominvest, 22.24% by Good Profit, 3% by Hero Profit, 22.24% by Metronet, 3% by Ace Victory, 12.89% by Even Skill and 10.39% by Wellasia as at the date of this announcement

• “Windsor Treasure Windsor Treasure and its subsidiaries upon completion of the Group” Reorganization

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “USA” the United States of America “US$” the lawful currency of USA

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Renminbi, the lawful currency of the PRC per cent.

“RMB” “%”

By Order of the Board Lui Chun Bing, Tommy Managing Director

Hong Kong, 26th August, 2004

As at the date hereof, the Board of Directors of the Company comprises: Executive Directors Non-Executive Director Lui Chun Bing, Tommy (Vice Chairman Shaw Wen Fei and Managing Director) Au Hoi Tsun, Peter Lee Hoong Seun Wong Che Keung, Richard Sung Yan Wai, Petrus Tong Yee Yung, Joseph Chim Chun Kwan, Sandy

Non-Executive Director Shaw Wen Fei (Chairman)

Independent Non-executive Directors Wong Che Keung, Richard Tong Yee Yung, Joseph

* for identification purposes only

Please also refer to the published version of this announcement in The Standard.

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