Greenheart Group Limited — Proxy Solicitation & Information Statement 2003

Apr 29, 2003

IMPORTANT

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Omnicorp Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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(Incorporated in Bermuda with limited liability)

Executive Directors:

Lui Chun Bing, Tommy (Vice Chairman and Managing Director)

Au Hoi Tsun, Peter Hui Tung Wah, Samuel Sung Yan Wai, Petrus Leung Man Kwan, Francis Chim Chun Kwan, Sandy

Non-executive Director:

Registered Office: Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda

Principal Place of Business: 8/F, Luk Kwok Centre 72 Gloucester Road Wanchai, Hong Kong

Shaw Wen Fei (Chairman)

Independent non-executive Directors:

Wong Che Keung, Richard Tong Yee Yung, Joseph

29 April 2003

To shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

• for identification purpose only

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IMPORTANT

INTRODUCTION

The board of directors (the “Directors”) of Omnicorp Limited (the “Company”) wishes to seek your approval of an ordinary resolution to be proposed at the forthcoming annual general meeting to be held at Boardrooms 3-4, M/F., Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong on 23 May 2003 (the “AGM”) to grant to the Directors a general mandate to exercise the powers of the Company to purchase up to a maximum of 10% of the issued shares of HK$0.01 each (the “Shares”) in the Company at the date of passing of the resolution (the “Repurchase Mandate”).

It is also proposed to grant to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the Shares in issue as at the date of passing of the resolution granting the general mandate to provide flexibility to the Company to raise funds by issue of shares.

Under the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Company is required to give to the shareholders of the Company (the “Shareholders”) all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in the Appendix to this circular.

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM. The return of a form of proxy will not preclude you from attending and voting in person if you so wish.

RECOMMENDATION

The Directors believe that the Repurchase Mandate and the general mandate to issue Shares are in the interests of the Company and its Shareholders and accordingly recommend you to vote in favour of all the resolutions to be proposed at the AGM regarding the grant of the Repurchase Mandate and the grant of a general mandate to issue new Shares. The Directors who are holding Shares in the Company have indicated that they intend to vote in favour of the resolutions.

Yours faithfully, For and on behalf of the Board

Lui Chun Bing, Tommy

Vice Chairman and Managing Director

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement given to the Shareholders as required under the Listing Rules, in connection with the proposed Repurchase Mandate.

1. THE LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit a company with a primary listing on the Stock Exchange to repurchase its securities on the Stock Exchange subject to certain restrictions. The Company is empowered by its memorandum of association and Bye-Laws to repurchase its own securities.

In repurchasing securities, a company may only apply funds legally available for such purpose in accordance with its constitutional documents and the laws of the jurisdiction in which the company was incorporated.

The Listing Rules prohibit a company from knowingly repurchasing securities on the Stock Exchange from a “connected person”, that is, a director, chief executive or substantial shareholder of the company or any of its subsidiaries or their respective associates (as defined in the Listing Rules) and a connected person is prohibited from knowingly selling his securities in the company back to the company.

2. SHARE CAPITAL

As at 24 April 2003, the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”), the issued share capital of the Company comprised 63,289,768 Shares.

Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, exercise in full of the Repurchase Mandate could accordingly result in up to 6,328,976 Shares being repurchased by the Company during the period from the date of the AGM up to (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable law to be held, or (iii) the date of the passing of an ordinary resolution by the Shareholders in a general meeting of the Company revoking or varying the Repurchase Mandate, whichever occurs first.

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EXPLANATORY STATEMENT

APPENDIX

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-Laws and with the laws of Bermuda. It is presently proposed that any repurchases under the Repurchase Mandate would be purchased out of the capital paid up on the repurchased Shares as well as the profits of the Company which would otherwise be available for dividend, the Company’s share premium account and/or contributed surplus account in each case to the extent as permitted by the laws of Bermuda.

There might be a material adverse effect on the working capital or gearing position of the Company, as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2002, in the event that the Repurchase Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

5. SHARE PRICES

During each of the previous twelve months preceding the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on the Stock Exchange were as follows:

	Share Prices (per Share)	Share Prices (per Share)
	Highest	Lowest
	HK$	HK$
2002
April*	10.50	8.00
May*	9.90	8.50
June*	8.90	6.10
July*	7.00	2.40
August*	3.90	2.00
September*	3.20	2.00
October*	2.10	1.30
November*	2.00	1.40
December	1.70	1.39
2003
January	1.50	1.32
February	1.47	1.40
March	1.41	1.30

• Prices of the Shares have been adjusted for share consolidation effective 2 December 2002.

6. UNDERTAKING

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its Subsidiaries.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate only in accordance with the Listing Rules, the Bye-Laws of the Company and the applicable laws of Bermuda.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so, if the Repurchase Mandate is exercised.

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EXPLANATORY STATEMENT

APPENDIX

7. HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a Share repurchase, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). Accordingly, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Ho Wing On, Christopher (“Mr. Ho”) indirectly held 6,571,795 Shares, representing approximately 10.38% of the issued share capital of the Company; Mr. Huen Wing Ming, Patrick (“Mr. Huen”), together with his wife, Mrs. Huen Ng Sui Fong, Isabel, indirectly held 6,301,000 Shares, representing approximately 9.96% of the issued share capital of the Company; and Mr. Lui Chun Bing, Tommy (“Mr. Lui”), Vice Chairman and Managing Director of the Company, together with his wife, Ms. Sum Kin Man, directly and indirectly held 3,566,800 Shares, representing approximately 5.64% of the issued share capital of the Company.

Based on such interests and assuming the Repurchase Mandate is exercised in full and the number of Shares held by Mr. Ho, Mr. Huen and Mr. Lui remain unchanged, Mr. Ho, Mr. Huen and Mr. Lui will hold approximately 11.54%, 11.06% and 6.26% of the then issued share capital of the Company respectively, which will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

The Directors do not propose to exercise the Repurchase Mandate to such extent as to result in the number of listed Shares which are in the hands of the public falling below the prescribed minimum as required by the Stock Exchange under the Listing Rules.

8. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company repurchased a total of 447,000 Shares on the Stock Exchange, all of which have been cancelled and particulars of which are as follows:

	Number of	Price per Share	Price per Share
	Shares	Highest	Lowest		Total
Date of Repurchased	Repurchased	Price Paid	**Price **	Paid	Paid
		HK$		HK$	HK$
2 December 2002	367,000	1.70		1.60	614,390
3 December 2002	80,000	1.68		1.67	134,000

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