Greenheart Group Limited — Proxy Solicitation & Information Statement 2004

Sep 17, 2004

OMNICORP LIMITED 兩儀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 94)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Omnicorp Limited (the “ Company ”) will be held at 10:00 a.m. on Thursday, 7 October 2004 at Rooms 2 & 3, 8/F, Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following ordinary resolution (with or without modification):

“ THAT

• (a) the agreement dated 19 August 2004 (the “ Agreement ”) (a copy of which has been tabled at the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification) entered into between each of Capitalrise Group Limited, Bloominvest Group Limited, Good Profit Trading Limited, Hero Profit International Limited, Metronet Investments Limited, Ace Victory Investments Limited, Even Skill Technology Limited, Wellasia International Limited as vendors, each of Mr. Sung Kai Hing, Mr. Chan Kwok Kin, Mr. Cheung Kong Cheung and Mr. Huang Wei Ye as the vendors’ warrantors, Talent Sino Holdings Limited, a wholly owned subsidiary of the Company as purchaser and the Company as the purchaser’s warrantor, pursuant to which Talent Sino Holdings Limited has agreed to (i) acquire 3,470 shares in Windsor Treasure Group Holdings Limited (the “ Windsor Treasure ”) or such number of shares which represents approximately 25.76% of the then issued share capital of Windsor Treasure immediately after Reorganization and Completion (as respectively defined in the Agreement) and (ii) subscribe for 3,470 new ordinary shares of US$1.00 each in the share capital of Windsor Treasure or such number of shares which represents approximately 25.76% of the then issued share capital of Windsor Treasure immediately after Reorganization and Completion (as respectively defined in the Agreement) at an aggregate consideration of HK$34,006,000, be and is hereby approved; and the execution, delivery and performance by Talent Sino Holdings Limited and the Company of the Agreement be and are hereby ratified, confirmed and approved; and the transactions contemplated in the Agreement be and are hereby approved; and

• (b) the allotment and issue of an aggregate of 17,003,000 shares (the “ Consideration Shares ”) of HK$0.01 each in the capital of the Company credited as fully paid at HK$1.00 per Consideration Share, as to 3,782,800 Consideration Shares to Capitalrise Group Limited; 681,100 Consideration Shares to Bloominvest Group Limited; 3,782,800 Consideration Shares to Good Profit Trading Limited; 509,600 Consideration Shares to Hero Profit International Limited; 3,782,800 Consideration Shares to Metronet Investments Limited; 509,600 Consideration Shares to Ace Victory Investments Limited; 2,190,300 Consideration Shares to Even Skill Technology Limited and 1,764,000 Consideration Shares to Wellasia International Limited pursuant to the Agreement be and is hereby approved and that the Consideration Shares shall, when issued and allotted, rank pari passu in all respects with all other Shares of HK$0.01 each in the capital of the Company in issue on the date of such allotment and issue except for any dividends or other distributions that may be declared, paid or made before the date of Completion (as defined in the Agreement); and

• (c) the directors of the Company (the “ Directors ”) be and are hereby authorised to do on behalf of the Company whatever they may consider necessary, desirable or expedient for the purpose of, or in connection with, the performance and implementation and completion of the Agreement and generally to do all other acts and things and execute or procure execution of all agreements and documents required or contemplated by the Agreement or otherwise and to make such amendments thereto as the Directors may consider necessary, desirable or expedient.

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

Hong Kong, 17 September 2004

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Head office and Principal place of business in Hong Kong: Suites 904 – 905 9th Floor Dah Sing Financial Centre 108 Gloucester Road Wanchai Hong Kong

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Notes:

• (1) A form of proxy for use at the meeting is enclosed herewith.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing, or if the appointer is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person authorised to sign the same.

• (3) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (4) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited with the Hong Kong branch share registrars of the Company, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong not later than 48 hours before the time appointed for holding the meeting.

• (5) Completion and return of the form of proxy will not preclude members from attending and voting at the special general meeting or any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (6) Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the meeting, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• For identification purposes only

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

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