Greenheart Group Limited — Proxy Solicitation & Information Statement 2005

Apr 28, 2005

OMNICORP LIMITED 兩儀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 94)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that 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

– 1 –

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.

* for identification purpose only

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

– 2 –