Greenheart Group Limited — Proxy Solicitation & Information Statement 2004

Apr 15, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Omnicorp Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 兩儀控股有限公司[*] (Incorporated in Bermuda with limited liability) (Stock Code : 94)

GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE NEW SECURITIES AND AMENDMENTS TO THE BYE-LAWS

A notice of the Annual General Meeting 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 10:00 a.m. is set out in the 2003 Annual Report. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with the 2003 Annual Report which has been despatched to the Shareholders together with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the form of proxy enclosed with the 2003 Annual Report in accordance with the instructions printed thereon 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 but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

* for identification purpose only

15 April 2004

CONTENTS

	Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I Explanatory statement for the Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . .	5
Appendix II Explanatory statement for the proposed amendments to
the Bye-laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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RESPONSIBILITY STATEMENT

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 Directors collectively and individually 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 and belief, there are no other facts the omission of which would make any statement contained herein misleading.

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DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company 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 10:00 a.m., to consider, amongst other things, and, if thought fit, (1) to grant the Repurchase Mandate and the General Mandate to the Directors; and (2) to approve the proposed amendments to the Bye-laws or any adjournment thereof (or as the case may be)

“associate(s)”

has the same meaning ascribed to it under the Listing Rules

• “Board”

the board of Directors

• “Bye-laws”

the bye-laws of the Company

• “Company”

Omnicorp Limited, an exempted company incorporated in Bermuda with limited liability, and the securities of which are listed on the main board of the Stock Exchange

• “connected person(s)”

has the same meaning ascribed to it under the Listing Rules

• “Directors”

the directors of the Company

• “General Mandate”

• a general mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date” 8 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 “Repurchase Mandate” authority to repurchase the fully paid up Shares of up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof

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DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong) as amended from time to time
“Shareholder(s)”	the holder(s) of the Share(s)
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the same meaning ascribed to it under the Listing Rules
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent.
“2003 Annual Report”	the annual report of the Company for the year ended 31 December
	2003

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LETTER FROM THE BOARD

OMNICORP LIMITED 兩儀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

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)

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

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

15 April 2004

To the Shareholders

Dear Sir/Madam,

GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE NEW SECURITIES AND AMENDMENTS TO THE BYE-LAWS

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary and special resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against those resolutions.

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Company to approve (i) the general mandates to be given to the Directors to exercise all the powers to repurchase fully paid up securities and to issue new securities of the Company; and (ii) the amendments to the Byelaws to align with the amended Listing Rules which has become effective on 31 March 2004 and the SFO which has become effective on 1 April 2003.

* for identification purpose only

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LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE NEW SECURITIES

General mandate to repurchase securities

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given the Repurchase Mandate. Under the Repurchase Mandate, the maximum number of Shares that the Company may repurchase shall not exceed 10% of the issued and fully paid up share capital of the Company as at the date of passing of the resolution. The Company’s authority is restricted to repurchase securities of the Company on the market in accordance with the Listing Rules. The mandate allows the Company to make purchases only during the period ending on the earliest of the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable law of Bermuda or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I of this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed ordinary resolution for the grant of the Repurchase Mandate at the Annual General Meeting.

General mandate to issue new securities

At the Annual General Meeting, a resolution will also be proposed that the Directors be given the General Mandate in order to ensure flexibility and discretion to the Directors to issue new securities. In addition, a resolution will also be proposed to extend the General Mandate by adding to it the number of such securities repurchased under the Repurchase Mandate.

AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has revised the Listing Rules and the amended Listing Rules has become effective on 31 March 2004. In addition, the SFO has become effective on 1 April 2003.

The Board therefore proposes to make certain amendments to the Bye-laws in compliance with the amended Listing Rules and at the same time bring the Bye-laws up to date with the SFO.

It is proposed that the definition of “clearing house” within the meaning of the SFO will be adopted. An amendments to Bye-law 84(C) will be proposed so that Hong Kong Securities Clearing Company Limited, a recognised clearing house under the SFO, and/or its nominees can appoint multiple proxies/corporate representatives to attend and vote at any shareholders’ meeting as provided under the SFO.

The corporate governance issues including, among other things, disclosure of information on proposed directors before election at general meeting and notices to be given in relation thereto, and voting of members at general meeting and of directors at board meeting on any matter in which the directors and/or his associates have a material interests as required under Appendix 3 to the new Listing Rules will also be incorporated in the proposed amendments to the Bye-laws.

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LETTER FROM THE BOARD

Set out in the special resolution numbered 7 in the notice of Annual General Meeting on pages 62 to 69 of the 2003 Annual Report are amendments to the Bye-laws that are proposed. A summary of the proposed amendments are also set out in the Appendix II of this circular.

ANNUAL GENERAL MEETING

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with the 2003 Annual Report which has been despatched to the Shareholders together with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy enclosed with the 2003 Annual Report in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong at Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out on page 13 of the 2003 annual report of the Company.

Pursuant to Bye-Law 67, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the Shareholders present in person, but a poll may be demanded (before or upon the declaration of the result of the show of hands or upon the withdrawal of any other demand for a poll) by the Chairman or by:

• (a) at least 3 Shareholders present in person or by a duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (b) any Shareholder or Shareholders present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (c) any Shareholder or Shareholders present in person or by a duly authorised corporate representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that (i) the proposed granting of the Repurchase Mandate and the General Mandate to the Directors; and (ii) the proposed amendments to the Bye-laws are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions 4 to 7 to be proposed at the Annual General Meeting in respect thereof.

Yours faithfully, For and on behalf of Omnicorp Limited Shaw Wen Fei Chairman

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

(b) Source of funds

Repurchases of shares must be funded entirely from the company’s available cashflow or working capital facilities and will be made out of funds legally available for such purpose in accordance with the company’s memorandum and Bye-laws and the laws of Bermuda.

REASONS FOR SECURITIES REPURCHASE

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

SHARE CAPITAL

As at the Latest Practicable Date, the Company had (i) 74,289,768 Shares in issue or an issued share capital of HK$742,897.68; and (ii) 2,720,000 share options outstanding under the Share Option Scheme entitling holders thereof to subscribe for an aggregate of 2,720,000 Shares.

Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and on the basis that none of the outstanding share options of the Company is exercised and no further Shares is issued, allotted or repurchased by the Company prior to the Annual General Meeting, the exercise of the Repurchase Mandate in full would result in up to 7,428,976 Shares, representing the share capital of HK$74,289.76, being repurchased by the Company during the period prior to the next annual general meeting of the Company following the passing of the resolution referred to herein to the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

FUNDING OF REPURCHASE

In repurchasing securities, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities and will be made out of funds legally available for such purpose in accordance with its memorandum and Bye-laws and the applicable laws of Bermuda.

It is envisaged that the funds required for any repurchase of securities would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

The exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital or gearing level of the Company as compared with the position disclosed in its most recent published audited accounts as at 31 December 2003. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any securities to the Company or its subsidiaries (as defined in the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)).

No connected person has notified the Company that he/she has a present intention to sell any securities to the Company nor has undertaken not to sell any of the securities held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

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

EFFECT OF THE TAKEOVERS CODE

If, as a result of securities repurchase by a company, a shareholder’s proportionate interest in the voting rights of the company increases, such increase will be treated as an acquisition of voting rights for the purposes of 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 Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, no Shareholder was interested in more than 10% of the issued share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. However, the Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of repurchase, the exercise of the Repurchase Mandate in whole or in part will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than such prescribed percentage.

SHARE REPURCHASES BY THE COMPANY

The Company did not repurchase any of its securities (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

SHARE PRICES

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

	Price per	Share
	Highest	Lowest
	HK$	HK$
2003
April	1.30	1.00
May	1.40	0.90
June	1.34	1.17
July	1.25	1.06
August	1.10	0.95
September	1.66	1.05
October	1.44	1.22
November	2.20	1.35
December	1.48	1.24
2003
January	1.49	1.25
February	1.52	1.28
March	1.40	1.10

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APPENDIX II EXPLANATORY STATEMENT FOR THE PROPOSED AMENDMENTS TO THE BYE-LAWS

This appendix summarizes the proposed amendments to the Bye-laws to reflect the legislative changes to the SFO which has become effective on 1 April 2003 and to incorporate the changes that are required under the revised Listing Rules which has become effective on 31 March 2004.

Bye-law 1(A) – Interpretation

New definitions of “associate(s)”, “Hong Kong”, “Listing Rules”, “Clearing House” and “the Directors” will be added to bring the Bye-laws up to date with the Listing Rules and the latest legislation.

Bye-law 10(A) – Time limit for issuance of share certificates by the Company

Bye-law 10(A) will be amended to allow the Company to issue share certificate to the Shareholders within the relevant time limit as prescribed in law or as the Stock Exchange may from time to time determine.

Bye-law 72(A) – Voting restrictions under Listing Rules

Bye-law 72(A) will be added pursuant to the revised Listing Rules so that where any shareholder is subject to voting restrictions under the Listing Rules, any votes cast by or on behalf of such shareholder in contravention of such restriction shall not be counted.

Bye-law 84(C) – Proxy appointed by clearing house

Bye-law 84(C) will be amended so that Hong Kong Securities Clearing Company Limited, a recognised clearing house under the SFO, and/or its nominees can appoint multiple proxies to attend and vote at any shareholders’ meeting as provided under the SFO.

Bye-law 87 – Appointment of Directors

Bye-law 87 will be amended to specify the lodgement period of the nomination of directors by shareholders, which will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

Bye-laws 109(E), 109(F), 109(G) and 109(H) – Director’s interests

Bye-laws 109(E), 109(F), 109(G) and 109(H) will be amended to provide that Directors shall not vote for transactions in which they or their associates have a material interest. The new interpretation of “associate(s)” under the revised Listing Rules will also be adopted. Bye-law 109(E) will also be amended so that a Director’s vote shall not be counted in the quorum present at a meeting at which any contract or arrangement in which he or his associates is materially interested is considered. Bye-law 109(H) will be added to provide resolutions when questions relating to material interest of a Director or his associate(s) arise.

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