Greenheart Group Limited — Proxy Solicitation & Information Statement 2004

Apr 21, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, 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 hand this circular and the accompanying form of proxy at once to the purchaser or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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.

OMNICORP LIMITED

(incorporated in Bermuda with limited liability)

(Stock code: 94)

PROPOSAL FOR

ADOPTION OF A NEW SHARE OPTION SCHEME

AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

OF OMNITECH HOLDINGS LIMITED

A notice convening a special general meeting of Omnicorp Limited to be held at Concord Room 2 and 3, 8th Floor, Renaissance Harbour View Hotel, No.1 Harbour Road, Wanchai, Hong Kong on Thursday, 20 May 2004 at 10:15 a.m. (or so soon thereafter as the preceding annual general meeting of the Company shall have been concluded) is set out on pages 16 to 17 of this circular. Whether or not you are able to attend the special general meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereof and return it to the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

21 April 2004

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“ASX”

Australian Stock Exchange Limited

“ASX Listing Rules” the official listing rules of ASX “A$” “Board” the board of Directors

• “A$” Australian dollars, the lawful currency of Australia

• “Company”

Omnicorp Limited, a company incorporated in Bermuda, and the Shares of which are listed on the Stock Exchange

“Directors”

the directors of the Company

• “Eligible Participant”

means (i) any employee of any member of the Omnitech Group (“Employee”); (ii) any person who is the spouse, or is a parent, brother, sister or child of the Employee (“Close Relative”); (iii) a body corporate in which the Employee or a Close Relative has, or any two or more of such an Employee and his or her Close Relatives together have, a controlling interest (including any interest that gives control) who, in the sole discretion of the Omnitech Board, will or have contributed to any member of the Omnitech Group

• “Existing Share Option Scheme”

the share option scheme adopted by Omnitech on 27 February 1998 for the grant of share options to the Eligible Participants

• “Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “Latest Practicable Date”

• 16 April 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Omnitech”

• Omnitech Holdings Limited, a company incorporated in Bermuda, and the shares of which are listed on the Australian Stock Exchange Limited and a subsidiary of the Company

• “Omnitech Board”

the board of directors of Omnitech

• “Omnitech Group”

Omnitech and its subsidiaries

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DEFINITIONS

“Omnitech Shares” ordinary shares in the capital of Omnitech “New Share Option Scheme” the share option scheme which is proposed to be adopted by Omnitech, further information and summary of the principal terms are set out in the Appendix “Shareholders” holders of the Shares “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Special General Meeting” the special general meeting of the Company to be held on Thursday, 20 May 2004, to consider and, if thought fit, approve the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme by Omnitech “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” a subsidiary within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

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LETTER FROM THE BOARD

OMNICORP LIMITED

(incorporated in Bermuda with limited liability)

(Stock code: 94)

Executive Directors: Lui Chun Bing, Tommy (Vice Chairman and Managing Director) Au Hoi Tsun, Peter Lee Hoong Seun Sung Yan Wai, Petrus Chim Chun Kwan, Sandy

Non-executive Director: Shaw Wen Fei (Chairman)

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Place of Business: Suites 904-905 Dah Sing Financial Centre 108 Gloucester Road Wanchai, Hong Kong

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

21 April 2004

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME BY OMNITECH HOLDINGS LIMITED

1. INTRODUCTION

At the Special General Meeting, an ordinary resolution will be proposed for the Company to approve the New Share Option Scheme and the termination of the Existing Share Option Scheme by Omnitech, a subsidiary of the Company. The purpose of this circular is to provide you with further details in respect of the proposed adoption of the New Share Option Scheme and termination of the Existing Share Option Scheme by Omnitech.

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LETTER FROM THE BOARD

2. ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

At the Special General Meeting, an ordinary resolution will be proposed for the Company to approve the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme by Omnitech, pursuant to which Eligible Participants may be granted options to subscribe for Shares upon and subject to the terms and conditions of the rules of the New Share Option Scheme.

As at the Latest Practicable Date, there were 234,563,537 Omnitech Shares in issue. Out of a total of 5,950,000 options which were granted under the Existing Share Option Scheme since 27 February 1998, being the date of adoption of the Existing Share Option Scheme, 1,075,000 options were exercised, and out of a total of 4,875,000 outstanding options, 100,000 options were lapsed or expired in July 2003 and 4,775,000 options were outstanding under the Existing Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme is set out in the Appendix to this circular.

On 27 February 1998, Omnitech adopted the Existing Share Option Scheme. As a result of the Stock Exchange amending Chapter 17 (Share Option Schemes) of the Listing Rules on 1 September 2001, certain terms of the Existing Share Option Scheme are no longer in compliance with Chapter 17 of the Listing Rules and Omnitech can no longer grant any further options under the Existing Share Option Scheme without being in breach of Chapter 17 of the Listing Rules. Accordingly, the Company proposes the adoption of the New Share Option Scheme which complies with Chapter 17 of the Listing Rules and the termination the Existing Share Option Scheme by Omnitech. No further options may be granted under the Existing Share Option Scheme consequent upon its termination.

Assuming that the resolutions as set out in the notice (the “SGM Notice”) of the special general meeting of the Company to be held on Thursday, 20 May 2004 (or any adjournment thereof) and the resolutions as set out in the notice of the annual general meeting of Omnitech to be held on Friday, 14 May 2004 (or any adjornment thereof) have been duly approved and that no further Omnitech Shares will be issued prior to the later of the date of approval and adoption of the New Share Option Scheme by the shareholders of Omnitech and the Company, there will be 234,563,537 Omnitech Shares in issue and the maximum number of options that can be granted by Omnitech under the New Share Option Scheme would be 23,456,353 Omnitech Shares representing 10 per cent. of the number of Omnitech Shares in issue.

The Directors are of the view that contributions of the employees of the Omnitech Group are of paramount importance to the success of the Group as a whole and therefore they consider it to be in the interests of the Group as a whole for such employees and their close relatives to be given incentives to participate in the growth of the Group in the form of options to subscribe for Omnitech Shares.

None of the Directors are appointed as trustees of the New Share Option Scheme or have a direct or indirect interest in the trustees of the New Share Option Scheme.

A further announcement will be made on the outcome of the Special General Meeting regarding the adoption of the New Share Option Scheme by Omnitech on the business day following such meeting.

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LETTER FROM THE BOARD

Application for Listing

Application will be made to the ASX for approval for the listing of, and permission to deal in, the Omnitech Shares which may fall to be issued pursuant to the exercise of any options that may be granted under the New Share Option Scheme.

3. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The information contained herein relating to the Company has been supplied by the Directors, who jointly and severally accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular the omission of which would make any statement contained herein misleading insofar as it relates to the Company.

4. RECOMMENDATION

The Directors consider that in order to recognize the significant contributions of the Eligible Participants to the growth of the Omnitech Group and to further motivate and encourage the Eligible Participants who are employees of Omnitech to continue and improve their performance and efficiency, it is important for the Omnitech Group to provide them with opportunities to obtain a shareholding interest in Omnitech and to reward them for keeping contribution to the Omnitech Group’s long term success and prosperity.

The Directors believe that with no general requirement of performance targets, or minimum period for which an option must be held by the Eligible Participants before it can be exercised and a fair mechanism for determining the exercise price of the options, the Directors can have ample discretion in prescribing terms for grants of options specific to the circumstances aimed to achieve the goals of the New Share Option Scheme which is to provide the best incentive to Eligible Participants for continuing support of the Omnitech Group.

The Directors are of the opinion that it is in the interest of the Company to approve the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme by Omnitech. The Directors therefore recommend the Shareholders to vote in favour of the resolution to be proposed at the Special General Meeting.

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LETTER FROM THE BOARD

5. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the rules of the New Share Option Scheme will be available for inspection at the principal place of business of the Company in Hong Kong at Suites 904-905, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong during normal business hours for a period of 14 days before the date of the Special General Meeting (i.e. from Friday, 7 May 2004 to Thursday, 20 May 2004 (both dates inclusive)) and at the Special General Meeting.

Yours faithfully For and on behalf of the Board of

Omnicorp Limited Lui Chun Bing, Tommy

Vice Chairman and Managing Director

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

NEW SHARE OPTION SCHEME

Summary of terms

The following is a summary of the principal terms of the New Share Option Scheme to be adopted at the Special General Meeting:

1. Purpose

The purpose of the New Share Option Scheme is to enable Omnitech to grant options to Eligible Participants, who in the discretion of the Omnitech Board, have contributed to Omnitech or any of its subsidiaries as incentives and rewards for their contribution to Omnitech or such subsidiaries.

2. Who may join

The Omnitech Board may, at its discretion, offer Eligible Participants, being (i) an Employee; (ii) a Close Relative; or (iii) a body corporate in which such an Employee or a Close Relative has, or any two or more of such an Employee and his or her Close Relatives together have, a controlling interest (including any interest that gives control), who in the discretion of the Omnitech Board, have contributed to Omnitech or any of its subsidiaries, options to subscribe for such number of new Omnitech Shares as the Omnitech Board may determine at an exercise price determined in accordance with paragraph 5 below. Upon acceptance of the option, the grantee shall pay A$10.00 to Omnitech by way of consideration for the grant.

3. Maximum number of Omnitech Shares

The maximum number of shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme(s) of Omnitech (which for this purpose, excludes the Existing Share Option Scheme) must not exceed 10 per cent of the Omnitech Shares in issue on the date of approval and adoption of the New Share Option Scheme by Omnitech (which is expected to be the latter of date of general meeting of Omnitech and the Company) (i.e. 23,456,353 Omnitech Shares assuming that no further Omnitech Shares will be issued following the Latest Practicable Date and prior to the date of adoption of the New Share Option Scheme). Omnitech Shares which would have been issuable pursuant to options which have lapsed in accordance with the terms of such share option scheme(s) will not be counted for purpose of the 10 per cent limit.

Subject to the issue of a circular by the Company and the approval of the Shareholders and/ or such other requirements prescribed under the Listing Rules from time to time, the Omnitech Board may:

• (a) refresh this limit at any time to 10 per cent of the Omnitech Shares in issue as at date of the approval by the shareholders of Omnitech in general meeting (options previously granted under any share option schemes of Omnitech (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised options) will not be counted for the purpose of calculating the limit as refreshed); and/or

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (b) grant options beyond the 10 per cent limit to Eligible Participants specifically identified by the Omnitech Board whereupon the Company shall send a circular to the Shareholders containing, amongst others, a generic description of the specified participants who may be granted such options, the number and terms of the options to be granted and the purpose of granted options to the specified participants with an explanation as to how options serve such purpose.

Notwithstanding the foregoing, the Omnitech Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme(s) of Omnitech at any time shall not exceed 30 per cent of the Omnitech Shares in issue from time to time. No options shall be granted under any scheme(s) of Omnitech if this will result in the 30 per cent limit being exceeded.

4. Maximum number of options to any one individual

The total number of Omnitech Shares issued and which may fall to be issued upon exercise of the options granted under the New Share Option Scheme and any other share option scheme(s) of Omnitech (including exercised, cancelled and outstanding options) to each Eligible Participant in any 12-month period up to the date of grant shall not exceed 1 per cent of the Omnitech Shares in issue as at the date of grant.

Any further grant of options in excess of this 1 per cent limit shall be subject to the issue of a circular by the Company and the approval of the Shareholders in general meeting with such Eligible Participant and his associates (as defined in the Listing Rules) abstaining from voting and/or other requirements prescribed under the Listing Rules from time to time.

Subject to the ASX Listing Rules, if the Omnitech Board determines to offer to grant options to a director, chief executive or substantial shareholder of the Company or any of their respective associates, such grant shall be subject to the approval by the independent non-executive directors of the Company (excluding an independent non-executive director of the Company who is a Grantee).

If the Omnitech Board determines to offer to grant options to a substantial shareholder or an independent non-executive director of the Company (or any of their respective associates) and that grant would result in the Omnitech Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person under this Scheme and the other schemes in the 12-month period up to and including the offer date representing in aggregate over 0.1 per cent. of the Omnitech Shares in issue on the offer date, such grant shall be subject to, in addition to the approval of the independent non-executive directors of the Company as referred to in the above paragraph, the issue of a circular by the Company to its shareholders and the approval of the shareholders of the Company in general meeting on a poll at which all connected persons of the Company shall abstain from voting in favour at such meeting.

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

5. Price of Shares

The subscription price for an Omnitech Share in respect of any particular option granted under the New Share Option Scheme (which shall be payable upon exercise of the option) shall be the higher of (a) the weighted average market price of the Omnitech Shares sold on the ASX for the five business days immediately preceding the date of grant; and (b) the nominal value of an Omnitech Share.

6. Restrictions on the time of grant of options

A grant of options may not be made after a price-sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price-sensitive information has been announced. In particular, no options may be granted during the period commencing one month immediately preceding the earlier of (a) the date of the Board meeting for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (b) the deadline for the Company to publish its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules) and ending on the date of actual publication of the results announcement.

7. Rights are personal to grantee

An option is personal to the grantee and shall not be assignable and the grantee may not in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any option or attempt to do so (save that the grantee may nominate a nominee in whose name the Omnitech Shares issued pursuant to the New Share Option Scheme may be registered). Any breach of the foregoing shall entitle Omnitech to cancel any outstanding options or any part thereof granted to such grantee.

8. Time of exercise of option

There is no general requirement that an option must be held for any minimum period before it can be exercised but the Omnitech Board is empowered to impose at its discretion any such minimum period at the time of grant of any particular option. The date of grant of any particular option is the date when the duplicate offer document constituting acceptance of the option duly signed by the grantee, together with a remittance in favour of Omnitech of A$10.00 by way of consideration is received by Omnitech, such date must be on or before the 30th day after the option is offered to the relevant grantee. The period during which an option may be exercised will be determined by the Omnitech Board at its absolute discretion, save that no option may be exercised more than 5 years after it has been granted. No option may be granted more than 5 years after the date of approval of the New Share Option Scheme. Subject to earlier termination by Omnitech in general meeting or by the Omnitech Board, the New Share Option Scheme shall be valid and effective for a period of 5 years after the later of the date of approval of the New Share Option Scheme by the shareholders of each of Omnitech and the Company by resolution at general meetings.

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

9. Performance target

The Omnitech Board has the discretion to require a particular grantee to achieve certain performance targets specified at the time of grant before any option granted under the New Share Option Scheme can be exercised.

10. Rights on ceasing to be an Eligible Participant and death

• (a) If the grantee is under employment with any member of the Omnitech Group, in the event of the grantee ceasing to be an Eligible Participant for any reason other than his or her illhealth, injury or disability or death or the termination of his or her employment on one or more of the grounds specified in paragraph 11 below, the grantee may exercise the option up to his or her entitlement at the date of cessation of being an Eligible Participant (to the extent not already exercised) within the period of one month following the date of such cessation (which date shall be the last actual working day with Omnitech or the relevant subsidiary whether salary is paid in lieu of notice or not) or such longer period as the Omnitech Board may determine.

• (b) If the grantee is under employment with any member of the Omnitech Group, in the event that the grantee ceases to be an Eligible Participant by reason of death, ill-health, injury or disability (all evidenced to the satisfaction of the Board) and none of the events which would be a ground for termination of his or her employment paragraph 11 below has occurred, the grantee or the legal representative(s) of the grantee, as the case may be, shall be entitled to exercise the option in full (to the extent not already exercised) on or before the earlier of the last day in the 12-month period commencing from the date of ceasing to be an Eligible Participant or death (or such longer period as the Omnitech Board may determine).

11. Lapse of option on dismissal

If the grantee is an employee of any member of the Omnitech Group, the date on which the grantee ceases to be an Eligible Participant by reason of the termination of his employment on any one or more of the grounds that he has been guilty of serious misconduct, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Omnitech Board) on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract with any member of the Omnitech Group, his/her option will lapse and not be exercisable on the date of termination of his/her employment.

12. Rights on takeover

If a general offer (whether by way of take-over offer, share repurchase offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Omnitech Shares (or all such holders other than the offeror and/or any person controlled by the offeror and or any person acting in association or in concert with the offeror), Omnitech shall use its best endeavours to procure that such offer is extended to all the grantees (on the same terms mutatis mutandis, and assuming that they shall become, by the exercise in full of the options granted to them, shareholders of Omnitech. If such offer

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

having been approved in accordance with the applicable laws and regulatory requirements becomes or is declared unconditional, the grantee (or his or her legal personal representatives) shall be entitled to exercise the option in full (to the extent not already exercised) at any time within 14 days after the date on which such general offer becomes or its declared unconditional.

13. Rights on scheme of arrangement for Omnitech

If, pursuant to the Companies Act or the Corporations Act, a compromise or arrangement between Omnitech and its members and/or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of Omnitech or its amalgamation with any other company or companies, Omnitech shall give notice thereof to all the grantees (together with a notice of the existence of the provisions of this paragraph) on the same day as it dispatches to members and/or creditors of Omnitech a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each grantee shall be entitled to exercise all or any of his options in whole or in part at any time prior to 12 noon (Sydney time) on the business day immediately preceding the date of the meeting directed to be convened by the relevant court for the purposes of considering such compromise or arrangement and if there are more than one meeting for such purpose, the date of the first meeting. With effect from the date of such meeting, the rights of all grantees to exercise their respective options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all options shall, to the extent that they have not been exercised, lapse and determine. The Omnitech Board shall endeavour to procure that the Omnitech Shares issued as a result of the exercise of options under this paragraph shall for the purposes of such compromise or arrangement form part of the issued share capital of Omnitech on the effective date thereof and that such Shares shall in all respects be subject to such compromise or arrangement. If for any reason such compromise or arrangement is not approved by the relevant court (whether upon the terms presented to the relevant court or upon any other terms as may be approved by such court) the rights of grantees to exercise their respective options shall with effect from the date of the making of the order by the relevant court be restored in full as if such compromise or arrangement had not been proposed by Omnitech and no claim shall lie against Omnitech or any of its officers for any loss or damage sustained by any grantee as a result of the aforesaid suspension.

14. Rights on winding-up

In the event a notice is given by Omnitech to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up Omnitech, Omnitech shall on the same date as or soon after it despatches such notice to each member of Omnitech give notice thereof to all grantees and thereupon, each grantee (or in the case of the death of the grantee, his personal representative(s)) shall be entitled to exercise all or any of his options at any time not later than two business days prior to the proposed general meeting of Omnitech by giving notice in writing to Omnitech, accompanied by a remittance for the full amount of the aggregate exercise price for the Omnitech Shares in respect of which the notice is given whereupon Omnitech shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Omnitech Shares to the grantee credited as fully paid.

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

15. Lapse of the options

An option will lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

• (a) the expiry date relevant to that option;

• (b) the expiry of any of the periods referred to in paragraphs 10(a), 10(b), 12 or 14 above;

• (c) the date on which the scheme of arrangement of Omnitech as referred to in paragraph 13 becomes effective;

• (d) the date of commencement of the winding-up of Omnitech (as determined in accordance with the Companies Act or the Corporations Act as referred to in paragraph 14;

• (e) in the event the grantee is under employment with any member of the Omnitech Group, the date on which the grantee ceases to be an Eligible Participant by reason of the termination of his employment on any one or more of the grounds specified in paragraph 11 above. A resolution of the Omnitech Board or the board of directors of the relevant subsidiary to the effect that the relationship of a grantee has or has not been terminated on one or more of the grounds specified in paragraph 11 above shall be conclusive;

• (f) the date on which the Omnitech Board shall exercise Omnitech’s right to cancel the option at any time after the grantee commits a breach of paragraph 7 or the options are cancelled in accordance with paragraph 19; or

• (g) in relation to the grantee who is an Eligible Participant by reason of his employment with any member of the Omnitech Group, the date on which the grantee ceases to be so employed by the relevant member of the Omnitech Group during the 12-month period following the commencement date in respect of his particular option.

16. Ranking of Shares

The Omnitech Shares to be allotted upon the exercise of an option will not carry voting rights until completion of the registration of the grantee (or such other person nominated by the grantee) as the holder thereof. Subject to the aforesaid, Omnitech Shares allotted and issued on the exercise of options will rank pari passu with and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of Omnitech as attached to the other fully-paid Omnitech Shares in issue on the date of issue.

17. Effect of alterations to capital

The grantees shall not be entitled to participate in any new issue of existing holders of Omnitech Shares unless they have become entitled to exercise their options under the New Share Option Scheme; and they have exercised their options before the record date for the determination of entitlements to the

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

new issue of securities and participate as a result of being holders of Shares. Omnitech shall give the grantees, in accordance with the ASX Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

If Omnitech makes (whether before or during the option period) a bonus issue of Omnitech Shares or other securities to existing holders of Omnitech Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Omnitech Share has been issued in respect of an option before the record date for determining entitlements to the bonus issue, then the number of underlying Omnitech Shares over which the option is exercisable shall be increased by the number of Omnitech Shares which the grantees would have received if the grantees had exercised the option prior to such record date.

If Omnitech makes (whether before or during the option period) a pro-rata issue of Omnitech Shares (except a bonus issue) to existing holders of Omnitech Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Omnitech Share has been issued in respect of an option before the record date for determining entitlements to the issue, the exercise price of the option shall be reduced in accordance with the ASX Listing Rules.

If there is a reorganisation of capital of Omnitech (whether before or during the exercise period) then the rights of a grantee (including the number of options to which each grantee is entitled and the exercise price) shall be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

In the event of a capitalization issue, rights issue, sub-division or consolidation of shares or reduction of capital whilst any option may become or remains exercisable, such corresponding alternations (if any) shall be made in the number of Omnitech Shares subject to any outstanding options and/or the exercise price of each outstanding option and/or the number of Omnitech Shares in respect of which any further options may be granted as the auditors of Omnitech or the independent financial adviser shall certify in writing to the Omnitech Board to be in their opinion fair and reasonable. Any such alternations will be made on the basis that a grantee shall have the same proportion of the issued share capital of Omnitech for which any grantee of an option is entitled to subscribe pursuant to the options held by him before such alteration and the aggregate subscription price payable on the full exercise of any option is to remain as nearly as possible the same (and in any event not greater than) as it was before such event. No such alternation will be made the effect of which would be to enable an Omnitech Share to be issued at less than its nominal value. The issue of securities as consideration in a transaction is not to be regarded as a circumstance requiring any such alterations. For the avoidance of doubt, if there is a reorganisation of capital of Omnitech the rights of a grantee (including the number of options to which each grantee is entitled and the exercise price) is changed to the extent necessary to comply with the ASX Listing Rules.

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

18. Alteration of the New Share Option Scheme

The New Share Option Scheme may be altered in any respect by resolution of the Omnitech Board except that:

• (a) any alteration to the advantage of the grantees or the Eligible Participants (as the case may be) in respect of the matters contained in Rule 17.03 of the Listing Rules or Chapter 6 of the ASX Listing Rules; or

• (b) any material alteration to the terms and conditions of the New Share Option Scheme or any change to the terms of options granted (except any alternations which take effect automatically under the terms of the New Share Option Scheme),

shall first be approved by the shareholders of each of Omnitech and the Company in general meetings provided that if the proposed alteration shall adversely effect an option granted or agreed to be granted prior to the date of alteration, such alteration shall be further subject to the grantees’ approval in accordance with the terms of the New Share Option Scheme. The amended terms of the New Share Option Scheme must be approved by shareholders of each of Omnitech and the Company in general meetings.

19. Cancellation of options

Any cancellation of options granted but not exercised must be approved by the grantee of the relevant options. For the avoidance of doubt, any cancellation will be made in accordance with the ASX Listing Rules. Such approval is not required in the event any option is cancelled pursuant to paragraph 7. Where Omnitech cancels options, the grant of new options to the same grantee may only be made under the New Option Scheme within the limits set out in the above paragraphs 3 and 4.

20. Termination of the New Share Option Scheme

Omnitech may by resolution in general meeting at any time to terminate the New Share Option Scheme and in such event no further option shall be offered but the provisions of New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any option granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme. Options granted prior to such termination at the time or termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

21. Conditions of the adoption of the New Share Option Scheme

The New Share Option Scheme is conditional upon (a) the approval of the shareholders of Omnitech at a general meeting; and (b) the approval of the Shareholders at a general meeting.

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APPENDIX FURTHER INFORMATION AND SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

22. Condition to the exercise of the options

The exercise of the options granted under the New Share Option Scheme shall be conditional upon the granting of the listing of, and the permission to deal in, the Omnitech Shares to be issued pursuant to the exercise of the options which may be granted under the New Share Option Scheme.

23. Disclosure in annual and interim reports

Omnitech will procure that details of the New Share Option Scheme are disclosed in its annual and interim reports of Omnitech and the Company in compliance with the ASX Listing Rules and/or the HKEX Listing Rules (as the case my be) in force from time to time.

6. VALUES OF ALL OPTIONS THAT CAN BE GRANTED UNDER THE NEW SHARE OPTION SCHEME

The Board considers that it is not appropriate or helpful to Shareholders to state the value of all options that can be granted pursuant to the New Share Option Scheme as if they had been granted at the Latest Practicable Date. The Board believes that any statement regarding the value of the options as at the Latest Practicable Date will not be meaningful to the Shareholders, since the options to be granted shall not be assignable, and no holder of the option shall in any way sell, transfer, charge, mortgage or create any interest (legal or beneficial) in favour of any third party over or in relation to any option.

In addition, the calculation of the value of the options is based on a number of variables such as the exercise price, the exercise period, interest rate, expected volatility and other relevant variables. The Board believes that any calculation of the value of the options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

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NOTICE OF SPECIAL GENERAL MEETING

OMNICORP LIMITED

(incorporated in Bermuda with limited liability)

(Stock code: 94)

NOTICE IS HEREBY GIVEN that a special general meeting of Omnicorp Limited (the “Company”) will be held at Concord Room 2 and 3, 8th Floor, Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong on Thursday, 20 May 2004 at 10:15 a.m. (or so soon thereafter as the preceding annual general meeting of the Company shall have been concluded) for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT conditional upon the passing of the necessary resolutions of the shareholders of Omnitech Holdings Limited (“Omnitech”), a company incorporated in Bermuda whose securities are listed on the Australian Stock Exchange Limited, to adopt the rules of the new share option scheme, a copy of which is produced to this meeting and signed by the chairman of this meeting for the purpose of identification (the “New Scheme”) and with effect from the later of the date of approval of the New Scheme by the shareholders of each of Omnitech and the Company,

• (a) the existing share option scheme (“Existing Scheme”) adopted by Omnitech by ordinary resolution of its shareholders on 27 February 1998 be and is hereby terminated and that no further options will be granted under the Existing Scheme but in all other respects the provisions of the Existing Scheme shall remain in force to the extent necessary to give effect to the exercise of any options granted prior thereto or otherwise as may be required in accordance with the provisions of the Existing Scheme and options granted prior to such termination shall continue to be valid and exercisable in accordance with the Existing Scheme; and

• (b) the adoption of the rules of the New Scheme by Omnitech be and is hereby approved and that the directors of Omnitech be and are hereby authorized to:

• (i) administer the New Scheme under which the options will be granted to eligible participants under the New Scheme to subscribe for shares in capital of Omnitech (“Omnitech Shares”);

• (ii) modify and/or amend the rules of the New Scheme from time to time subject to the provisions of such rules;

• (iii) issue and allot from time to time such number of Omnitech Shares may be required to be issued pursuant to the exercise of the options under the New Scheme; and

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NOTICE OF SPECIAL GENERAL MEETING

• (iv) make application at the appropriate time to the Australian Stock Exchange Limited, and any other stock exchange upon which the Omnitech Shares may for the time being be listed, for listing of, and permission to deal in, the Omnitech Shares which may thereafter from time to time issued and allotted pursuant to the exercise of the options under the New Scheme.”

Yours faithfully, By Order of the Board OMNICORP LIMITED Wong Kit Wai

Company Secretary

Hong Kong, 21 April 2004.

Registered office Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint another person or his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is a holder of two or more shares may appoint more than one proxy to attend and vote on the same occasion.

2. A form of proxy for use at the meeting is enclosed.

3. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that person or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

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