Greenheart Group Limited — Proxy Solicitation & Information Statement 2005

Jan 12, 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 Omnicorp Limited, you should at once hand this circular 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 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)

DISCLOSEABLE TRANSACTION:

DISPOSAL OF SHARES IN TZ LIMITED

* For identification purposes only

12 January 2005

CONTENT

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Option Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information of the Group, TZ and BES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons and Benefits for the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

DEFINITIONS

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

“Agreement” the share sale agreement between Best Start as vendor and BES as purchaser in respect of the Sale Shares dated 22 December 2004; “BES” BES Investments Nominees Pty Limited is a company incorporated in Australia; “Best Start” Best Start Services Limited, a company incorporated in the British Virgin Islands and an indirect 96.2% non-wholly owned subsidiary of the Company; “Company” Omnicorp Limited, a company incorporated in Bermuda whose shares are listed on the Stock Exchange; “Completion” completion of the Agreement; “Consideration” AUD1,550,000 (equivalent to approximately HK$9,160,500) being the total consideration of the Sale Shares payable by BES to Best Start pursuant to the Agreement; “Director(s)” director(s) of the Company; “Exercise Price” the exercise price of AUD0.43 per Option Share under the Option Deed; “Group” the Company and its subsidiaries; “Latest Practicable Date” 11 January 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; “Mr. Gallagher” Mr. Lindsay James Gallagher, being a party to the Option Deed; “Option Deed” the put and call option deed between Best Start and Mr. Gallagher dated 30 July 2004; “Option Shares” 1,510,000 fully paid TZ Shares and “Option Share” means any of them;

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DEFINITIONS

“Sale Shares”	2,500,000 fully paid TZ Shares and “Sale Share” means any of
	them;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Shareholder(s)”	shareholder(s) of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“TZ”	TZ Limited, a company incorporated in Australia whose shares
	are listed on the Australian Stock Exchange Limited;
“TZ Shares”	ordinary shares in the issued capital of TZ and “TZ Share” means
	any of them;
“AUD”	Australian dollars, the lawful currency of Australia;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

Note: For illustration purpose of this circular, save as otherwise stated herein, exchange rate of AUD1 = HK$5.91 has been used for conversion.

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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

12 January 2005

To the Shareholders

Dear Sirs

DISCLOSEABLE TRANSACTION:

DISPOSAL OF SHARES IN TZ LIMITED

INTRODUCTION

The Directors announced on 22 December 2004 that Best Start, an indirect non-wholly owned subsidiary of the Company, entered into the Option Deed with Mr. Gallagher on 30 July 2004 whereby Best Start agreed to grant to Mr. Gallagher a call option to purchase and Mr. Gallagher agreed to grant to Best Start a put option to require Mr. Gallagher to purchase 1,510,000 TZ Shares at the exercise price of AUD0.43 per Option Share. The call option granted by Best Start to Mr. Gallagher under the Option Deed was fully exercised by Mr. Gallagher and the Option Shares were transferred to Mr. Gallagher at a total consideration of AUD649,300 (equivalent to approximately HK$3,615,302.40) on 19 August 2004.

* For identification purposes only

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LETTER FROM THE BOARD

On 22 December 2004, Best Start entered into the Agreement with BES whereby Best Start agreed to sell and BES agreed to purchase the 2,500,000 TZ Shares at a total consideration of AUD1,550,000 (equivalent to approximately HK$9,160,500). Completion took place on 24 December 2004.

The Option Deed and the Agreement have been aggregated pursuant to Rule 14.22 of the Listing Rules. The percentage ratios of the Option Deed and the Agreement exceed 5% and below 25% and therefore constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with further information of the Option Deed and the Agreement.

THE OPTION DEED

On 30 July 2004, Best Start, an indirect non-wholly owned subsidiary of the Company, entered into the Option Deed with Mr. Gallagher whereby Best Start agreed to grant to Mr. Gallagher a call option to purchase and Mr. Gallagher agreed to grant to Best Start a put option to require Mr. Gallagher to purchase the Option Shares. The principal terms of the Option Deed are set out below:

Date:	30 July 2004
Parties:	Best Start
	Mr. Gallagher
Subject matter of the Option Deed:	1,510,000 fully paid ordinary shares in the share capital of
	TZ
Exercise Price:	AUD0.43 per Option Share
Call Option Period:	From 30 July 2004 to 31 August 2004
Put Option Period:	From 31 August 2004 to three business days thereafter

The call option granted by Best Start to Mr. Gallagher under the Option Deed was fully exercised by Mr. Gallagher and the Option Shares were transferred to Mr. Gallagher at a total consideration of AUD649,300 (equivalent to approximately HK$3,615,302.40, adopting the then exchange rate of AUD1=HK$5.568) on 19 August 2004.

Assuming the total number of 147,512,100 issued TZ Shares as at the Latest Practicable Date were in issue on 19 August 2004, the Option Shares represented approximately 1.02% of the issued share capital of TZ.

The terms of the Option Deed were arrived at after arm’s length negotiations between the parties. The Exercise Price represents (a) a discount of approximately 14% to the closing price of AUD0.5 per TZ Share as quoted on the Australian Stock Exchange on 30 July 2004; and (b) a discount of approximately 12.78% to the average closing price of AUD0.493 per TZ Share as quoted on the Australian Stock Exchange for the 5 trading days of the TZ Shares immediately before and including 30 July 2004.

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LETTER FROM THE BOARD

THE AGREEMENT

On 22 December 2004, Best Start entered into the Agreement with BES whereby Best Start agreed to sell and BES agreed to purchase the Sale Shares representing approximately 1.69% of the issued share capital of TZ. The principal terms of the Agreement are set out below:

Date: 22 December 2004 Vendor: Best Start Purchaser: BES TZ Shares disposed: 2,500,000 fully paid ordinary shares in the share capital of TZ Consideration: AUD1,550,000 (equivalent to approximately HK$9,160,500). BES shall pay the Consideration to Best Start by telegraphic transfer, and procure and ensure that Best Start will have received the Consideration by telegraphic transfer in a bank account or accounts nominated by Best Start in cleared funds at or before Completion.

The Agreement was unconditional and completion of the Agreement took place on 24 December 2004 upon the receipt of the Consideration in the designated bank account or accounts nominated by Best Start was confirmed by the relevant bank. Pursuant to the terms of the Agreement, a sum in the amount of AUD46,500 (equivalent to approximately HK$274,815) representing 3% of the Consideration were paid out of the Consideration to Mr. Andrew Sigalla, who is a director of BES, as commission for his services provided to Best Start in relation to the Agreement and therefore the net amount of Consideration received by the Company was AUD1,503,500 (equivalent to approximately HK$8,885,685).

The terms of the Agreement were arrived at after arm’s length negotiations between the parties. The Consideration is equivalent to AUD0.62 per Sale Share and represents (a) a discount of approximately 18.42% to the closing price of AUD0.76 per TZ Share as quoted on the Australian Stock Exchange on 22 December 2004; (b) a discount of approximately 6.06% to the closing price of AUD0.66 per TZ Share as quoted on the Australian Stock Exchange on the Latest Practicable Date; and (c) a discount of approximately 15.07% to the average closing price of AUD0.73 per TZ Share as quoted on the Australian Stock Exchange for the 5 trading days of the TZ Shares immediately before and including 22 December 2004.

INFORMATION OF THE GROUP, TZ AND BES

The principal activities of the Group consists of manufacturing and sale of electronic components, home furniture, contactless smart card readers and related products, general trading, property holding and investment holding.

The principal activities of TZ consist of development and licensing of intellectual property relating to fastening system.

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LETTER FROM THE BOARD

The principal activities of BES consist of investment holding.

As at 31 December 2003, the respective book carrying values of the Option Shares and the Sale Shares to the Company were HK$2,485,146.13 and HK$4,114,480.34 and respectively represented 0.92% and 1.52% of the total assets of the Company. The considerations for the Option Shares and the Sale Shares respectively exceeded their net book values to the Company by HK$1,130,156.27 and HK$5,046,019.66.

The net asset value of TZ was AUD27,907,552 (equivalent to approximately HK$164,933,632.32) as at 30 June 2004. Assuming the total number of 147,512,100 issued TZ Shares as at the Latest Practicable Date were in issue at the relevant time, the total assets of TZ attributable to the Option Shares and Sale Shares were AUD832,831.78 (equivalent to approximately HK$4,922,035.82) as at 30 June 2004 and the net (loss) (before taxation and extraordinary items) of TZ attributable to the Option Shares and the Sale Shares was AUD(37,380.85) (equivalent to approximately HK$(220,920.80)) and AUD(49,047.75) (equivalent to approximately HK$(289,872.19)) for each of the two financial years ended 30 June 2004. The net (loss) (after taxation and before extraordinary items) of TZ attributable to the Option Shares and Sale Shares were respectively AUD(37,380.85) (equivalent to approximately HK$(220,920.80)) and AUD(49,047.75)(equivalent to approximately HK$(289,872.19)) for each of the two financial years ended 30 June 2004.

The Directors consider that the completion of the Option Deed and the Agreement does not have any significant effect on (a) the earnings of the Group as no dividend was ever declared by TZ since the Group’s investment in TZ in 2001 or (b) the assets and liabilities of the Group as the increase in net asset of the Group as a result of the gain from the transactions is not significant.

REASONS AND BENEFITS FOR THE TRANSACTIONS

The disposals of the Option Shares and Sale Shares pursuant to the Option Deed and the Agreement enable the Group to capture the opportunities to realise the gain of its investment in TZ in light of the then market conditions and enhance the working capital and liquidity position of the Group. The Directors are of the view that the terms of the Option Deed and the Agreement are fair and reasonable and in the interests of the Shareholders as a whole.

Based on the carrying values of the Option Shares and Sale Shares as at 31 December 2003, the Company has realised an aggregate gain, after deduction of commissions of HK$98,091.46 for the Option Shares and HK$274,815 for the Sale Shares but before other expenses, of HK$5,803,269.47 from the disposals of the Option Shares and the Sale Shares pursuant to the Option Deed and the Agreement. The net proceeds are currently intended to be used by the Group for general working capital purpose.

Assuming the total number of 147,512,100 issued TZ Shares as at the Latest Practicable Date were in issue at the relevant time, after the disposal of the Option Shares, the shareholding of the Group in TZ, comprising the TZ Shares held by Best Start and another non-wholly owned subsidiary of the Company, was reduced from approximately 6.19% to approximately 5.17% and after the disposal of the Sale Shares, the shareholding of the Group in TZ was further reduced from approximately 5.17% to approximately 3.47%.

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LETTER FROM THE BOARD

GENERAL

The Option Deed alone did not constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. However, it is required that the Option Deed and the Agreement shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As the percentage ratios of the Option Deed and the Agreement exceed 5% and below 25%, the Option Deed and the Agreement constitute a discloseable transaction pursuant to Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, BES and its ultimate beneficial owner, Mr. Andrew Sigalla and Mr. Gallagher are third parties independent of the Company and connected persons of the Company.

ADDITIONAL INFORMATION

Your attention is drawn to the appendix to this circular setting out the general information of the Group.

By Order of the Board Lui Chun Bing Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY

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.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein or are required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

• (i) Directors’ interests in the issued shares of the Company

Name of Director Capacity Shaw Wen Fei Corporate_(Note 1) Lui Chun Bing, Tommy Beneficial owner Family Interest(Note 2)_ Au Hoi Tsun, Peter Beneficial owner	Approximate percentage of Number of issued share capital shares of the Company 1,064,900 1.17% 266,800 0.29% 4,000,000 4.38% 4,266,800 4.67% 345,000 0.38%	Approximate percentage of Number of issued share capital shares of the Company 1,064,900 1.17% 266,800 0.29% 4,000,000 4.38% 4,266,800 4.67% 345,000 0.38%
		4.67% 0.38%

Notes:

1. These shares were held by Sharp States Investments Inc., the entire issued share capital of which was wholly owned by Mr. Shaw Wen Fei.

2. These shares were held by Expert View Group Limited, a corresponding interest of 66.67% and 33.33% of the issued share capital of which was beneficially owned by Ms. Sum Kin Man and Mr. Lui Tin Shun, wife and son of Mr. Lui Chun Bing, Tommy respectively. Mr. Lui Chun Bing, Tommy was deemed to be interested in the shares of the Company held by Expert View Group Limited.

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GENERAL INFORMATION

APPENDIX

(ii) Interest in share options of the Company

			Approximate
			percentage of
		Number of	issued share capital
Name	Capacity	underlying shares	of the Company
Shaw Wen Fei	Beneficial owner	600,000	0.66%
Lui Chun Bing, Tommy	Beneficial owner	600,000	0.66%
Au Hoi Tsun, Peter	Beneficial owner	450,000	0.49%
Sung Yan Wai, Petrus	Beneficial owner	200,000	0.22%
Chim Chun Kwan, Sandy	Beneficial owner	200,000	0.22%
Wong Che Keung, Richard	Beneficial owner	60,000	0.07%
Tong Yee Yung, Joseph	Beneficial owner	60,000	0.07%

Save as disclosed herein, as at the Latest Practicable Date, none of Directors and chief executive of the Company had any interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein or are required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules to be notified to the Company and the Stock Exchange.

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GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS

(i) Interests in the Company

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or the chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of the Divisions 2 and 3 of Part XV of the SFO:

Name of Shareholder Capacity The Grande (Nominees) Beneficial owner Limited_(Note 1) The Grande Holdings Corporate Limited(Note 1) Barrican Investments Corporate Corporation(Note 1) The Grande International Corporate Holdings Limited(Note 1) Ho Wing On, Christopher Corporate(Note 1) Planet Adventure Limited Beneficial owner Huen Wing Ming, Patrick Corporate(Note 2) Huen Ng Sui Fong, Isabel Family Interest(Note 3) Sum Kin Man Corporate(Note 4) Family Interest(Note 5)_	Approximate percentage of Number of issued share capital shares of the Company 6,573,795 7.20% 6,573,795 7.20% 6,573,795 7.20% 6,573,795 7.20% 6,573,795 7.20% 6,200,000 6.79% 6,300,000 6.90% 6,300,000 6.90% 4,000,000 4.38% 866,800 0.95% 4,866,800 5.33%	Approximate percentage of Number of issued share capital shares of the Company 6,573,795 7.20% 6,573,795 7.20% 6,573,795 7.20% 6,573,795 7.20% 6,573,795 7.20% 6,200,000 6.79% 6,300,000 6.90% 6,300,000 6.90% 4,000,000 4.38% 866,800 0.95% 4,866,800 5.33%
		5.33%

Notes:

1. The Grande (Nominees) Limited was a wholly owned subsidiary of The Grande Holdings Limited. Barrican Investments Corporation held a controlling interest in the capital of The Grande Holdings Limited and was a wholly owned subsidiary of The Grande International Holdings Limited. The Grande International Holdings Limited was wholly owned by Mr. Ho Wing On, Christopher. The Grande Holdings Limited, Barrican Investments Corporation, The Grande International Holdings Limited and Mr. Ho Wing On, Christopher were deemed to be interested in the shares of the Company held by The Grande (Nominees) Limited.

2. Planet Adventure Limited and Patova International Limited were wholly owned by Mr. Huen Wing Ming, Patrick who was deemed to be interested in 6,200,000 shares and 100,000 shares of the Company held by Planet Adventure Limited and Patova International Limited respectively.

3. Ms. Huen Ng Sui Fong, Isabel is the spouse of Mr. Huen Wing Ming, Patrick and was deemed to be interested in the shares of the Company held by Mr. Huen Wing Ming, Patrick.

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GENERAL INFORMATION

APPENDIX

1. Expert View Group Limited was beneficially owned as to 66.67% and 33.33% by Ms. Sum Kin Man and Mr. Lui Tin Shun, spouse and son of Mr. Lui Chun Bing, Tommy respectively. Ms. Sum Kin Man was deemed to be interested in the shares of the Company held by Expert View Group Limited.

2. Ms. Sum Kin Man is the spouse of Mr. Lui Chun Bing, Tommy and was deemed to be interested in the shares of the Company held by Mr. Lui Chun Bing, Tommy.

(ii) Other interests in other members of the Group

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or the chief executive of the Company) were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

			Approximate
			percentage of issued
			share capital/paid up
		Number	registered capital
Name of shareholder	Name of company	of shares	of the Company
PAMA Group, Inc. in its	VFJ Technology	567,818	21.88%
capacity as the general	Holdings Limited
partner of PAMA Private
Equity Limited
Partnership II_(Note 1)_
Kwok Tak Pui	Unicom Group Limited.	37	37%
Capitalrise Group	Windsor Treasure Group	4,357	10.78%
Limited	Holdings Limited
Good Profit Trading	Windsor Treasure	4,357	10.78%
Limited	Group Holdings Limited
Metronet Investments	Windsor Treasure	4,357	10.78%
Limited	Group Holdings Limited
東莞巿常平工貿有限公司	東莞富豪家具有限公司	–	22%
(Dongguan Shi Changping	(Dongguan Rich Furniture
Industrial and Trading Co. Limited *)	Co. Limited *)
環球工藝品有限公司	深圳大豪興利家具實業有限公司	–	35%
(Universal Arts & Crafts	(Shenzhen Dahao Xingli
Co. Limited *)	Furniture Industrial Co. Limited *)

• For identification purpose only

Note: PAMA Group, Inc. also in its capacities as the general partner of PICA Limited Partnership held 110,587 shares in VFJ Technology Holdings Limited (“VFJ”), representing 4.26% of VFJ’s issued share capital, and as managing general partner of Dutch Parallel Fund C.V. held 110,587 shares in VFJ, representing 4.26% of VFJ’s issued share capital.

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GENERAL INFORMATION

APPENDIX

Save as disclosed herein, as at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, no persons (other than a Director or the chief executive of the Company) has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of the Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group and none of the Directors was a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract with the Company or any of its subsidiaries which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

5. MATERIAL LITIGATION

As at the Latest Practicable Date, so far as known to the Directors, there is no litigation or claims of material importance pending or threatened against any member of the Group.

6. MISCELLANEOUS

• (a) Mr. Wong Kit Wai, a member of CPA Australia, is the secretary and qualified accountant of the Company.

• (b) The registered office of the Company is at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. The branch share registrar of the Company in Hong Kong is Tengis Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (c) The English text of this circular shall prevail over the Chinese text in the case of inconsistency.

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