Greenheart Group Limited — Proxy Solicitation & Information Statement 2005

Apr 29, 2005

IMPORTANT

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The Stock Exchange 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)

PROPOSALS FOR

REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME OF THE COMPANY

AND

ADOPTION OF SHARE OPTION SCHEME FOR WINDSOR TREASURE GROUP HOLDINGS LIMITED

A notice of the SGM to be held at Concord Room 2 and 3, 8th Floor, Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong on Thursday, 19 May 2005 at 10:15 a.m. (or soon thereafter as the annual general meeting of the Company to be held at the same place and date at 10:00 a.m. shall have been concluded) is set out on pages 19 to 20 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, please complete the form of proxy enclosed herewith 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 SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

* for identification purpose only

29 April 2005

CONTENT

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the 10% Limit on the Grant of
Options under the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Subsidiary Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Procedure for which a Poll may be demanded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX SUMMARY OF THE PRINCIPAL TERMS
OF THE SUBSIDIARY SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

DEFINITIONS

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

“Affiliate” for the Subsidiary Share Option Scheme, means (a) any holding company of Windsor Treasure or any subsidiary of such holding company; and (b) any company or entity in which any Windsor Treasure Group Company or any company mentioned in (a) above holds an interest, or a subsidiary of such company or entity “associate” has the meaning ascribed thereto in the Listing Rules

• “Company” Omnicorp Limited, a company incorporated in Bermuda whose shares are listed on the Stock Exchange

• “Directors” directors of the Company

• “Eligible Participant” for the Subsidiary Share Option Scheme, means (a) any employee (full-time or part-time), executive or officer of any Windsor Treasure Group Company or Affiliate (including executive and non-executive directors of any Windsor Treasure Group Company or Affiliate); and (b) any advisor, consultant, agent, shareholder, customer, supplier, contractor, partner or business associate who, as determined at the sole discretion of the Windsor Treasure Board, has or may have contribution to any Windsor Treasure Group Company or Affiliate

• “Group”

the Company and its subsidiaries

• “Latest Practicable Date” 27 April 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information included in this circular

• “Listing Rules”

• Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Option(s)”

the right granted under the Share Option Scheme to subscribe for Shares in accordance with the Share Option Scheme

• “Proposed Refreshment”

• the 10% limit under the Share Option Scheme proposed to be refreshed by the Shareholders at the SGM pursuant to which the Board may grant Options to eligible participants to subscribe up to 10% of the Shares in issue as at the date of the SGM

– 1 –

DEFINITIONS

• “Scheme Mandate Limit”

• “SGM”

• “Shareholders”

• “Share(s)”

• “Share Option Scheme”

• “Stock Exchange”

• “Subsidiary Share Option Scheme”

• “Windsor Treasure”

• “Windsor Treasure Board”

• “Windsor Treasure Group”

the maximum number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and other such schemes of the Company which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme by the Shareholders and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

• the special 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, 19 May 2005 at 10:15 a.m. (or soon thereafter as the annual general meeting of the Company to be held at the same place and date at 10:00a.m. shall be have been concluded)

shareholders of the Company

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• the share option scheme adopted by the Company on 22 March 2002 for the grant of share options to employees, executives or officers of the Company or any of its subsidiaries (including executive and non-executive directors of the Company or any of its subsidiaries) and any suppliers, consultants, advisers, agents, shareholders, customers, partners or business associates, who at the discretion of the Board, have contributed to the Company or any of its subsidiaries

The Stock Exchange of Hong Kong Limited

• the share option scheme of Windsor Treasure in its present or any amended form proposed to be approved by the Company at the SGM, a summary of the principal terms of which is set out in the Appendix to this circular

• Windsor Treasure Group Holdings Limited is a company incorporated in the British Virgin Islands with limited liability and owned as to 51.5% by the Company

the board of directors of Windsor Treasure

• Windsor Treasure and its subsidiaries and a “ Windsor Treasure Group Company ” means any of them

– 2 –

DEFINITIONS

“WT Option”	an option to subscribe for WT Shares pursuant to the Subsidiary
	Share Option Scheme
“WT Share”	ordinary shares of US$1.00 each in the share capital of Windsor
	Treasure
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“US$”	United States dollars, the lawful currency of the United States of
	America
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

OMNICORP LIMITED 兩儀控股有限公司[*]

(incorporated in Bermuda with limited liability) (Stock Code: 94)

Executive Directors: Lui Chun Bing, Tommy (Vice Chairman and Managing Director) Au Hoi Tsun, Peter 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 Wong Kin Chi

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

Principal Place of Business and head office: Suites 904-05, 9th Floor Dah Sing Financial Centre 108 Gloucester Road Wanchai, Hong Kong

To the Shareholders

29 April 2005

Dear Sirs

PROPOSALS FOR

REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME OF THE COMPANY

AND

ADOPTION OF SHARE OPTION SCHEME FOR WINDSOR TREASURE GROUP HOLDINGS LIMITED

INTRODUCTION

The purpose of this circular is to provide you with information relating to the ordinary resolutions to be proposed at the SGM for the Shareholders, if thought fit, to approve the refreshment of the 10% Scheme Mandate Limit and the adoption of the Subsidiary Share Option Scheme for Windsor Treasure.

* for identification purpose only

– 4 –

LETTER FROM THE BOARD

REFRESHMENT OF THE 10% LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

Proposed Refreshment

The Share Option Scheme was adopted on 22 March 2002. Pursuant to the terms of the Share Option Scheme and in compliance with Chapter 17 of the Listing Rules, the maximum number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and all other share option scheme(s) of the Company is 10% of the Shares in issue as at the date of approval and adoption of the Share Option Scheme, being 4,543,676 Shares after the share consolidation of the Company became effective on 2 December 2002.

As at the Latest Practicable Date, 2,800,000 Options were granted under the Share Option Scheme and 2,720,000 Options remained outstanding. Unless the Scheme Mandate Limit is refreshed, only up to 1,743,676 Shares, being 1.74% of the Shares in issue on the Latest Practicable Date, may be issued pursuant to the Share Option Scheme. However, if the Scheme Mandate Limit is refreshed, assuming that the total number of Shares in issue at the date of the SGM remains unchanged, up to 10,029,276 Shares, being 10% of the Shares in issue on the Latest Practicable Date, may be issued pursuant to the grant of Options under the Share Option Scheme. Apart from the Share Option Scheme, the Company does not have other share option schemes. The Directors consider that it is in the interest of the Company to refresh the Scheme Mandate Limit to permit the grant of further Options under the Share Option Scheme so as to provide incentives to, and recognise the contributions of, the Group’s employees and other selected grantees.

It is proposed that subject to the approval of the Shareholders at the SGM and such other requirements prescribed under the Listing Rules, the Scheme Mandate Limit will be refreshed so that the total number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and all other share option schemes of the Company shall not exceed 10% of the Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders at the SGM and Options previously granted under the Share Option Scheme and/or any other share option scheme(s) of the Company (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company) will not be counted for the purpose of calculating the Proposed Refreshment.

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

As at the Latest Practicable Date, there are 100,292,768 Shares in issue. Assuming that no further Shares will be issued or repurchased prior to the date of approving the Proposed Refreshment by the Shareholders, the maximum number of Shares which fall to be issued upon exercise of all options that may be granted by the Company under the Proposed Refreshment would be 10,029,276 Shares, representing 10% of the Shares in issue as at the date of the approval of the Proposed Refreshment by the Shareholders at the SGM.

– 5 –

LETTER FROM THE BOARD

Conditions

As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the SGM to approve the Proposed Refreshment.

The adoption of the Proposed Refreshment is conditional upon:–

• (a) the Shareholders passing an ordinary resolution to approve the Proposed Refreshment at the SGM; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any Options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment not exceeding 10% of the number of Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders.

Application for Listing

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which fall to be issued upon the exercise of any Options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment.

SUBSIDIARY SHARE OPTION SCHEME

Windsor Treasure is an indirect non-wholly-owned subsidiary of the Company and is the holding company of the Windsor Treasure Group. Windsor Treasure Group is engaged in the design, marketing and distribution of medium to high-end home furniture in the China market under its own brands. Windsor Treasure does not at present have in place a share option scheme. It is proposed that Windsor Treasure will adopt a share option scheme to enable Windsor Treasure to grant WT Options to Eligible Participants as incentive or rewards for their contribution or potential contribution to any Windsor Treasure Group Company or Affiliate.

Under the Subsidiary Share Option Scheme, the Windsor Treasure Board will have the right to grant to the Eligible Participants the WT Options to subscribe for WT Shares pursuant to the Subsidiary Share Option Scheme, representing up to 10% of the total number of WT Shares in issue as at the date of the approval of the Subsidiary Share Option Scheme unless Windsor Treasure obtains the approvals from the shareholders of Windsor Treasure and (so long as Windsor Treasure remains as a subsidiary of the Company) the Company to refresh the 10% limit. The maximum number of WT Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Subsidiary Share Option Scheme and any other share option schemes of Windsor Treasure shall not exceed 30% of the total number of WT Shares in issue from time to time. Once the Subsidiary Share Option Scheme is adopted, any alterations to the terms and conditions thereof, which are of a material nature, must be approved by the shareholders of Windsor Treasure and (so long as Windsor Treasure remains as a subsidiary of the Company) the Company, except where the alterations take effect automatically pursuant to the terms originally provided in the Subsidiary Share Option Scheme.

– 6 –

LETTER FROM THE BOARD

There is no general requirement in relation to the minimum period for which a WT Option must be held or the performance targets which must be achieved before a WT Option can be exercised under the terms of the Subsidiary Share Option Scheme. However, the Windsor Treasure Board will be empowered under the Subsidiary Share Option Scheme to impose at its discretion such minimum period and/or performance targets at the time of grant of any particular WT Option as it sees fit. In addition, the Windsor Treasure Board will be empowered under the Subsidiary Share Option Scheme to determine the subscription price of a WT Share pursuant to the exercise of any particular WT Option granted subject to certain restrictions, details of which are set out in the Appendix to this circular. The Windsor Treasure Board can therefore have ample discretion in prescribing terms for grants of WT Options specific to the circumstances aimed to achieve the goals of the Subsidiary Share Option Scheme which is to provide the best incentive to Eligible Participants for continuing support of the Windsor Treasure Group.

The board of directors and shareholders of Windsor Treasure have already approved the adoption of the Subsidiary Share Option Scheme. However, the adoption of the Subsidiary Share Option Scheme is conditional on the approval by the Shareholders at the SGM. A summary of the principal terms of the Subsidiary Share Option Scheme is set out in the Appendix to this circular. This serves as a summary of the principal terms of the Subsidiary Share Option Scheme but does not constitute its full terms. The complete terms of the Subsidiary Share Option Scheme are available for inspection at the principal place of business of the Company at Suites 904-905, 9th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong from the date of the circular up to and including the date of the SGM and at the SGM itself.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Concord Room 2 and 3, 8th Floor, Renaissance Harbour View Hotel, No.1 Harbour Road, Wanchai, Hong Kong on Thursday, 19 May 2005 at 10:15 a.m. (or soon thereafter as the annual general meeting of the Company to be held at the same place and date at 10:00 a.m. shall have been concluded) or any adjournment thereof, is set out on pages 19 to 20 of this circular.

A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy enclosed with this circular 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 SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

PROCEDURE FOR WHICH A POLL MAY BE DEMANDED

Pursuant to Bye-Law 67 of the Bye-Laws of the Company, 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 authorized corporate representative or by proxy for the time being entitled to vote at the meeting; or

– 7 –

LETTER FROM THE BOARD

• (b) any Shareholder(s) present in person or by a duly authorized 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(s) present in person or by a duly authorized corporate representative or by proxy and holding Shares conferring 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.

RECOMMENDATION

The Directors believe that the Proposed Refreshment and the proposed adoption of the Subsidiary Share Option Scheme are in the best interests of the Group and the Shareholders as a whole. The Directors therefore recommend that all Shareholders should vote in favour of all the ordinary resolutions in relation thereto as set out in the notice of SGM.

GENERAL

Following the SGM, the Company will publish an announcement on the outcome of the SGM for the adoption of the Subsidiary Share Option Scheme on the business day following the SGM in accordance with Rule 17.02(1)(a) of the Listing Rules.

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.

Your attention is drawn to the additional information set out in the Appendix to this circular.

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

– 8 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

The following is a summary of the principal terms of the Subsidiary Share Option Scheme. It does not form part of, nor is it intended to be part of the rules of the Subsidiary Share Option Scheme and it should not be taken as affecting the interpretation of the rules of the Subsidiary Share Option Scheme. The Directors reserve the right at any time prior to the SGM to make such amendments to the Subsidiary Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict with the summary in this Appendix in any material respect:

(a) Purpose of the scheme

The purpose of the Subsidiary Share Option Scheme is to enable Windsor Treasure to grant WT Options to selected Eligible Participants as incentive or rewards for their contribution or potential contribution to any Windsor Treasure Group Company or Affiliate. The Subsidiary Share Option Scheme shall be subject to the administration of the Windsor Treasure Board.

(b) Who may join

The Eligible Participants include the followings:–

• (i) any employee (full-time or part-time), executive or officer of any Windsor Treasure Group Company or Affiliate (including executive and non-executive directors of any Windsor Treasure Group Company or Affiliate); and

• (ii) any advisor, consultant, agent, shareholder, customer, supplier, contractor, partner or business associate who, as determined at the sole discretion of the Windsor Treasure Board, has or may have contribution to any Windsor Treasure Group Company or Affiliate.

The eligibility of any of the above class of participants to the grant of any WT Options will be determined at the discretion of the Windsor Treasure Board after taking into account a participant’s qualifications, skills, background, experience, service records, length of business relation (if the participant is an advisor, consultant, agent, customer, supplier, contractor, partner or business associate) and/or past, current and/or potential contribution, support, assistance, guidance, advice, efforts or value to the Windsor Treasure Group or Affiliate.

(c) Subscription price of WT Shares

The subscription price in relation to each WT Option offered to an Eligible Participant under the Subsidiary Share Option Scheme shall be determined by the Windsor Treasure Board in its absolute discretion save that such price shall not be lower than the par value of the WT Share.

The subscription price of any WT Option granted at any time:

• (i) after the Company has resolved to seek a separate listing of Windsor Treasure on the Main Board or the Growth Enterprise Market of the Stock Exchange or an overseas stock market up to the listing date; or

– 9 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

• (ii) during the period commencing 6 months before the filing of Form A1 (having its meaning defined in the Listing Rules), or its equivalent for listing on the Growth Enterprise Market of the Stock Exchange or an overseas stock exchange, and up to the listing date of Windsor Treasure,

shall not be less than the new issue price (if any). If any such WT Options have been granted at a subscription price lower than the new issue price, such subscription price shall upon the date of the listing be adjusted and increased to the new issue price and any grantee who has exercised such WT Options prior to the date of the listing will be required to pay Windsor Treasure the difference between the original subscription price and such adjusted subscription price in respect of the relevant WT Options exercised within seven (7) business days after the date of the listing.

After the WT Shares have been listed on the Stock Exchange or an overseas stock exchange, the subscription price shall be at least the higher of:

• (i) the closing price of the WT Shares as stated in the relevant stock exchange’s daily quotations sheet on the date on which an offer for a grant of WT Option is made to the Eligible Participant;

• (ii) the average closing price of the WT Shares as stated in the relevant stock exchange’s daily quotations sheet over the five (5) business days immediately preceding the date on which an offer for a grant of WT Option is made to the Eligible Participant provided that the new issue price of WT Share shall be used as the closing price for any business day falling within the period before listing, if WT Shares have been listed for less than five (5) business days; and

• (iii) the nominal value of a WT Share.

A nominal consideration of HK$1.00 is payable at the time of the acceptance of the grant of the WT Option. An offer for the grant of a WT Option may only be accepted within the time limit specified in the offer letter (which shall not be later than five (5) days from the offer date).

(d) Maximum number of WT Shares

• (i) The maximum number of WT Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the Subsidiary Share Option Scheme and any other share option schemes of Windsor Treasure will not exceed 30% (or where applicable, such higher percentage as may from time to time be permitted under the Listing Rules or by the Stock Exchange) of the total number of issued WT Shares from time to time.

• (ii) The total number of WT Shares which may be issued upon exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the Subsidiary Share Option Scheme and any other share option scheme of Windsor Treasure) to be granted under the Subsidiary Share Option Scheme and any other share option scheme of Windsor Treasure must not in aggregate exceed such number

– 10 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

of WT Shares as shall represent 10% of the WT Shares in issue as at the date of adoption of the Subsidiary Share Option Scheme (the “ Subsidiary General Scheme Limit ”) (being 3,000 WT Shares (based on the number of WT Shares in issue as at the Latest Practicable Date)) unless approvals by shareholders of Windsor Treasure and (so long as Windsor Treasure remains as a subsidiary of the Company) the Company at general meetings have been obtained.

• (iii) Subject to paragraph (i) above and without prejudice to paragraph (iv) below, approvals of the shareholders of Windsor Treasure and (so long as Windsor Treasure remains as a subsidiary of the Company) the Company at general meetings are required for the refreshment of the Subsidiary General Scheme Limit provided that the total number of WT Shares which may be issued upon exercise of all options to be granted under the Subsidiary Share Option Scheme and any other share option scheme of Windsor Treasure must not exceed 10% of the WT Shares in issue as at the date of approval of the limit and for the purpose of calculating the limit, options previously granted under the Subsidiary Share Option Scheme and any other share option scheme of Windsor Treasure (including those outstanding, cancelled, lapsed or exercised options) will not be counted. A circular must be sent by the Company (if applicable) to its Shareholders shall contain the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

• (iv) Subject to paragraph (i) above and without prejudice to paragraph (iii) above, approvals of the shareholders of Windsor Treasure and (so long as Windsor Treasure remains a subsidiary of the Company) the Company at general meetings are required for granting WT Options beyond the Subsidiary General Scheme Limit or, if applicable, the refreshed limit referred to in paragraph (iii) above, to participants specifically identified by Windsor Treasure before such approvals are sought. In such event, the Company (if applicable) must send a circular to its Shareholders containing a general description of the specified participants, the number and terms of WT Options to be granted, the purpose of granting WT Options to the specified participants with an explanation as to how the terms of the WT Options serve such purpose and such other information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

(e) Maximum entitlement of each participant

The total number of WT Shares issued and which may fall to be issued upon exercise of the WT Options granted under the Subsidiary Share Option Scheme (including exercised, outstanding and cancelled options) to each participant in any 12-month period shall not exceed 1% of the issued share capital of Windsor Treasure as at the date of grant of WT Options (the “ Individual Limit ”). Any further grant of WT Options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the approvals of the shareholders of Windsor Treasure and (so long as Windsor Treasure remains as a subsidiary of the Company) the Company with such participant and his/her associates abstaining from voting in general meetings. The number and terms (including the subscription price) of WT Options to be

– 11 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

granted to such participant must be fixed before shareholders’ approval and the date of the meeting of Windsor Treasure Board for proposing such further grant shall be used in lieu of the date on which an offer for a grant of WT Option is made to the Eligible Participant as the reference date for calculating the subscription price under paragraph (c) above. A circular (if applicable) must be sent to the Shareholders with such information as stated in the Subsidiary Share Option Scheme and required by the Listing Rules.

(f) Time of exercise of WT Option and performance target

A WT Option may be exercised in accordance with the terms of the offer letter for the grant of a WT Option and of the Subsidiary Share Option Scheme at any time during a period commencing on or after the date on which the WT Option is accepted and deemed to be granted and expiring on a date to be notified by the Windsor Treasure Board to each grantee which shall not be more than 10 years from the date on which the offer for the grant of the WT Option is made to the Eligible Participant. According to the Subsidiary Share Option Scheme, there is no general requirement on minimum holding period or performance targets before a WT Option may be exercised. Unless the Windsor Treasure Board otherwise determines to provide restrictions on the exercise of a WT Option during the relevant option period which are stated in the offer letter to a grantee, a grantee is not required to achieve any performance targets or to hold an option for a minimum period before the WT Option can be exercised.

(g) Rights are personal to grantee

A WT Option is personal to the grantee and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any WT Option or attempt to do so.

(h) Rights on ceasing employment

If the grantee of a WT Option who is an employee, executive or other officer of any Windsor Treasure Group Company or Affiliate ceases to be an employee, executive or other officer by reason of his/her resignation or retirement from employment or appointment or the expiry of his/her employment or appointment contract or the termination of his/her employment or appointment on grounds other than death or certain other grounds specified in paragraph (j) below, the grantee may exercise the WT Option up to the grantee’s entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) within the period of three months following the date of such cessation, which date shall be the last actual working day with the relevant company in the relevant Windsor Treasure Group Company or Affiliate whether salary is paid in lieu of notice or not, or such longer period as the Windsor Treasure Board may determine, failing which the WT Option will lapse.

– 12 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

(i) Rights on death

If the grantee of a WT Option who is an employee, executive or other officer of any Windsor Treasure Group Company or Affiliate dies before exercising the WT Option in full, and none of certain events specified in paragraph (j) below which would be a ground for termination of his or her employment or appointment arises, his or her personal representatives may exercise the WT Option (to the extent which has become exercisable and not already exercised) within a period of 12 months following the date of death, or such longer period as the Windsor Treasure Board may determine, failing which the WT Option will lapse.

(j) Rights on summary dismissal

If the grantee of a WT Option who is an employee, executive or other officer of any Windsor Treasure Group Company or Affiliate ceases to be such an Eligible Participant by reason of the termination of his employment or appointment on the grounds that he has been guilty of misconduct, or appears to be unable to pay his debt or has made any arrangements or composition with his/her creditors generally, or has been convicted of any criminal offence involving his/her integrity or honesty, his/her WT Option will automatically lapse and will not in any event be exercisable on the date of his/her cessation of the employment or appointment.

(k) Effects of alterations to capital

In the event of any reduction of capital, sub-division or consolidation of the WT Share or capitalisation issue or rights issue whilst any WT Option remains exercisable, corresponding adjustment (if any) will be made to the number of WT Shares subject to WT Options and/or subscription price of the WT Option granted so far as unexercised, provided that no such adjustment shall be made so that a WT Share would be issued at less than its nominal value. In each such event, Windsor Treasure shall (except in the case of a capitalisation of profits or reserves) cause an independent financial adviser or the auditors for the time being of (for so long as Windsor Treasure remains as a subsidiary of the Company) the Company or (at any other time) Windsor Treasure to certify in writing that such adjustments are fair and reasonable. Any such adjustment shall be made on the basis that the grantee shall have as nearly as possible the same proportion of the issued share capital of Windsor Treasure for which the grantee would have been entitled to subscribe had he exercised all the WT Options held by him immediately prior to such adjustments and that the aggregate subscription price to be paid by a grantee after such alteration on a full exercise of the WT Option shall remain as nearly as possible the same as he or she has to pay before such alterations.

(l) Rights on winding up

In the event a notice is given by Windsor Treasure to its shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up Windsor Treasure, Windsor Treasure shall, on the same date as it despatches such notice to convene the shareholders’ meeting, give notice thereof to each grantee and each grantee (or his or her legal personal representative(s)) may by notice in writing to Windsor Treasure (such notice to be received by Windsor Treasure not later than five (5) business days prior to the

– 13 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

proposed date of the shareholders’ meeting) exercise the WT Option (to the extent which has become exercisable and not already exercised), accompanied by a remittance for the full amount of the aggregate subscription price for the WT Shares in respect of which the notice is given and Windsor Treasure shall as soon as practicable and in any event no later than 5:00 p.m. on the business day immediately prior to the date of the proposed shareholders’ meeting, allot and issue such number of WT Shares which falls to be issued on such exercise. Any WT Options shall, to the extent that they have not been so exercised, lapse and determine.

(m) Rights on general offer

If a general (or partial) offer (whether by way of take-over offer, share re-purchase offer or scheme of arrangement or otherwise in like manner) is made to all the holders of WT 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 concert with the offeror), Windsor Treasure shall use its best endeavours to procure that an appropriate offer is extended to all the grantees (on comparable terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the WT Options granted to them, as shareholders of Windsor Treasure). If such general (or partial) offer becomes or is declared unconditional, the grantee (or his or her legal personal representative(s)) shall be entitled to exercise the WT Option (to the extent which has become exercisable and not already exercised) to its full extent or to the extent specified in the grantee’s notice to Windsor Treasure at any time within thirty (30) days after the date on which such general (or partial) offer becomes or is declared unconditional.

(n) Rights on a compromise or arrangement

If a compromise or arrangement between Windsor Treasure and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of Windsor Treasure or its amalgamation with any other company or companies, Windsor Treasure shall give notice thereof to all grantees on the same date as it despatches to each member or creditor of Windsor Treasure a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each grantee (or his/her legal personal representative(s)) shall be entitled to exercise all or any of his/her WT Options in whole or in part (to the extent which has become exercisable and not already exercised) at any time not later than five (5) business days prior to the date of the meeting directed to be convened by the court for the purposes of considering such compromise or arrangement by notice in writing to Windsor Treasure, accompanied by a remittance for the full amount of the aggregate subscription price for the WT Shares in respect of which the notice is given whereupon Windsor Treasure shall as soon as practicable and, in any event, no later than 5:00 p.m. on the business day immediately prior to the date of the proposed general meeting convened for approving such compromise or arrangement, allot and issue the relevant WT Shares to the grantee credited as fully paid. With effect from the date of such meeting which approves such compromise or arrangement, the rights of all grantees to exercise their respective WT Options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all WT Options shall, to the extent that they have not been exercised, lapse and determine.

– 14 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

(o) Ranking of WT Shares

• (i) The WT Shares to be allotted upon the exercise of a WT Option will be subject to Windsor Treasure’s articles of association for the time being in force and will rank pari passu with the fully paid WT Shares in issue on the date on which WT Shares are allotted pursuant to the WT Option granted and exercised (the “ Allotment Date ”) and in particular will entitle the holders thereof to participate in voting, transfer and other rights including those arising on liquidation of Windsor Treasure, all dividends or other distributions declared paid or made on or after the Allotment Date, other than any dividends or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor is before the Allotment Date.

• (ii) Unless the context otherwise requires, references to “Shares” in the Subsidiary Share Option Scheme include references to shares in Windsor Treasure of any such nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of Windsor Treasure from time to time.

(p) Period of Subsidiary Share Option Scheme

The Subsidiary Share Option Scheme will be valid for a period of 10 years commencing on the date of its adoption (being the date on which the conditions set out in paragraph (q) below are satisfied), after which period no further WT Options will be granted but the provisions of the Subsidiary Share Option Scheme shall in all other respects remain in full force to the extent necessary to give effect to the exercise of any WT Options granted prior thereto or otherwise as may be required in accordance with the provisions of the Subsidiary Share Option Scheme.

(q) Conditions of the Subsidiary Share Option Scheme

The Subsidiary Share Option Scheme is conditional on (i) the passing of an ordinary resolution to approve the Subsidiary Share Option Scheme by shareholders of the Company in a general meeting with any persons required to abstain from voting under the Listing Rules so abstaining; and (ii) the approval of the adoption of the Subsidiary Share Option Scheme by the shareholders of Windsor Treasure holding not less than 75% of the total issued WT Shares, including authorization to the Windsor Treasure Board to grant WT Options thereunder and to allot and issue WT Share pursuant to the exercise of any WT Options.

(r) Alteration to the Subsidiary Share Option Scheme

The rules of the Subsidiary Share Option Scheme may be altered in any respect by a resolution of the Windsor Treasure Board save and except the following which shall be approved by the shareholders of Windsor Treasure and (so long as Windsor Treasure remains as a subsidiary of the Company) the Company in general meetings:

• (i) alteration to the terms and conditions of the Subsidiary Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the grantees;

– 15 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

• (ii) alteration to the terms and conditions of the Subsidiary Share Option Scheme which are of a material nature or any alteration to the terms and conditions of WT Options granted except where the alterations take effect automatically under the existing terms of the Subsidiary Share Option Scheme; and

• (iii) any change to the authority of the directors of Windsor Treasure or scheme administrators in relation to any alteration to the terms of the Subsidiary Share Option Scheme.

The terms of the Subsidiary Share Option Scheme and/or any WT Options amended pursuant to this paragraph must comply with the applicable requirements of the Listing Rules. In addition, no such alteration shall operate to affect adversely the terms of issue of any WT Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the grantees as would be required of shareholders of Windsor Treasure under the articles of association for the time being of Windsor Treasure for a variation of the rights attached to the WT Shares.

(s) Granting WT Options to connected persons

For so long as Windsor Treasure remains as a subsidiary of the Company, any grant of WT Options to a Director, chief executive or substantial shareholder of the Company or any of their respective associates is required to be approved by all the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is a proposed grantee of the WT Options).

For so long as Windsor Treasure remains as a subsidiary of the Company, if Windsor Treasure proposes to grant WT Options to a substantial shareholder or an independent non-executive director of the Company or any of their respective associates which will result in the number of WT Shares issued and to be issued upon exercise of options granted and to be granted (including options exercised, cancelled and outstanding) under the Subsidiary Share Option Scheme and any other share option schemes of Windsor Treasure to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the WT Shares in issue as at the date of such further proposed grant, such further grant shall be subject to the approval of the Shareholders in general meeting on a poll at which all connected persons (as defined in the Listing Rules) for the time being of the Company shall abstain from voting in favour at such general meeting. In addition, the Company has to comply with the requirements of Rules 13.39(5), 13.40, 13.41 and 13.42 of the Listing Rules.

In addition, Shareholders’ approval must be obtained for any change in the terms of WT Options granted to a grantee who is a substantial shareholder of the Company or an independent non-executive Director or their respective associates.

The requirements for the granting of WT Options to a Director or chief executive of the Company set out in this paragraph (s) do not apply where the grantee is only a proposed Director or chief executive of the Company.

– 16 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

(t) Effect of development of price sensitive matter concerning the Group

For so long as Windsor Treasure remains as a subsidiary of the Company, any offer must not be made after a price sensitive development concerning the Group has occurred or a price sensitive matter concerning the Group has been the subject of a decision of the Directors, until such price sensitive information has been announced pursuant to the relevant requirements of the Listing Rules or otherwise published in the newspapers and, in particular, no WT Option shall be granted during the period commencing one month immediately preceding the earlier of: (a) the date of the meeting of the Board for the approval of the Company’s results for any year, half-year, quarter or any other interim period (whether or not required under the Listing Rules); and (b) the deadline for the Company to publish an announcement of its results for any year, half-year, quarter or any other interim period required under the Listing Rules and ending on the date of the results announcement. For the avoidance of doubt, the period in which no WT Options shall be granted referred to in the above shall include any period of delay in the publication of a results announcement.

(u) Disclosure in annual and interim report

For so long as Windsor Treasure remains as a subsidiary of the Company, the Company will disclose details of the Subsidiary Share Option Scheme in its annual and interim reports including the information as required under Rules 17.07, 17.08 and 17.09 of the Listing Rules.

(v) Lapse of WT Option

A WT Option shall lapse automatically (to the extent not already exercised) on the earliest

of:–

• (i) the expiry of the option period referred to in paragraph (f) above;

• (ii) the expiry of the periods or dates referred to in paragraphs (h), (i), (l) and (m) above;

• (iii) subject to the compromise or arrangement as referred to in paragraph (n) above becoming effective, the date on which such compromise or arrangement becomes effective;

• (iv) (without prejudice to the rights of a grantee under paragraph (l) above) the date of the commencement of the winding-up of Windsor Treasure;

• (v) the date on which the grantee (if an employee, executive or other officer of any Windsor Treasure Group Company or Affiliate) ceases to be such an Eligible Participant by reason of termination of his/her appointment or employment on any one or more of the grounds that he/she has been guilty of misconduct, or appears to be unable to pay his debt or has become insolvent or has made any arrangements or composition with his/her creditors generally, or has been convicted of any criminal offence involving his/her integrity or honesty; and

– 17 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

• (vi) the date on which the Windsor Treasure Board shall exercise Windsor Treasure’s right to cancel the WT Option at any time after the grantee has committed a breach of paragraph (g) above.

(w) Termination of the Subsidiary Share Option Scheme

The Windsor Treasure Board may terminate the Subsidiary Share Option Scheme, subject to shareholders’ approval of Windsor Treasure in a general meeting, at any time, but WT Options granted prior to such termination shall continue to be valid and exercisable in accordance with the terms of the Subsidiary Share Option Scheme.

(x) Cancellation of WT Options

Any cancellation of WT Options granted but not exercised shall be approved by the shareholders of Windsor Treasure in a general meeting, with grantees and their associates abstaining from voting. Any vote taken at the meeting to approve such cancellation shall be taken by poll. If Windsor Treasure grants new WT Options to a grantee whose WT Options are cancelled, Windsor Treasure may only grant such new WT Options if there are available unissued WT Options (excluding the cancelled WT Options) within the limit as mentioned in paragraph (d) above.

– 18 –

NOTICE OF SGM

OMNICORP LIMITED 兩儀控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 94)

NOTICE IS HEREBY GIVEN that the 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, 19 May 2005 at 10:15 a.m. (or soon thereafter as the annual general meeting of the Company to be held at the same place and date at 10:00 a.m. shall have been concluded) for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, any ordinary shares in the capital of the Company with a nominal value of HK$0.01 each (the “ Shares ”) in the share capital of the Company to be issued pursuant to the exercise of options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing limit on the grant of options under the share option scheme adopted by the Company on 22 March 2002 (the “ Scheme ”) be refreshed so that the aggregate nominal amount of share capital of the Company to be allotted and issued upon exercise of any options to be granted under the Scheme and any other schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Scheme or such other scheme(s) of the Company), shall not exceed 10 per cent limit of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution (the “ Refreshed Scheme Mandate Limit ”) and the Directors be and are hereby authorized to do such act and execute such document to effect the Refreshed Scheme Mandate Limit and to grant options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options.”

2. “ THAT the share option scheme in relation to Windsor Treasure Group Holdings Limited (“ Windsor Treasure ”), a copy of which is produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purpose of identification (the “ Subsidiary Share Option Scheme ”), be and is hereby approved for adoption by Windsor Treasure and that the directors of Windsor Treasure be and are hereby authorized to implement and administer the same and to issue and allot shares of Windsor Treasure to such persons as may be allowed under and on the terms therein mentioned.”

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

Hong Kong, 29 April 2005

* for identification purpose only

– 19 –

NOTICE OF SGM

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) In order to be valid, a form of proxy in the prescribed form 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.

• (3) 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.

• (4) 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.

• (5) As at the date of this notice, the board of directors comprised of four executive Directors, namely Messrs. Lui Chun Bing, Tommy, Au Hoi Tsun, Peter, Sung Yan Wai, Petrus, and Chim Chun Kwan, Sandy, one non-executive Director, namely Mr. Shaw Wen Fei and three independent non-executive Directors, namely Messrs. Wong Che Keung, Richard, Tong Yee Yung, Joseph and Wong Kin Chi.

– 20 –