Greenheart Group Limited — Proxy Solicitation & Information Statement 2006

Jun 27, 2006

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 a special general meeting of Omnicorp Limited (the “ Company ”) will be held at The Cypress, 3/F., New World Renaissance Hotel (to be renamed as “Renaissance Kowloon Hotel” from 1 July 2006), 22 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 19 July, 2006 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following ordinary resolution of the Company:–

ORDINARY RESOLUTION

“ THAT :

• (a) a conditional sale and purchase agreement dated 22 May 2006 (the “ Agreement ”), a copy of which has been produced and marked “A” and signed by the chairman of the meeting for the purpose of identification, entered into between Talent Sino Holdings Limited (“ Talent Sino ”), a wholly owned subsidiary of the Company, Triple Express Enterprises Limited (the “ Purchaser ”) and the Company whereby Talent Sino conditionally agreed to sell and the Purchaser conditionally agreed to purchase 20,820 shares in Windsor Treasure Group Holdings Limited (“ Windsor Treasure ”) and all amounts, whether principal or interest, owing by Windsor Treasure to Talent Sino as at completion of the Agreement at an aggregate consideration of HK$96,000,000, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in or relating to the Agreement and completion thereof as he may consider necessary, desirable or expedient to give effect to the Agreement and the transactions contemplated thereunder.”

By Order of the Board Omnicorp Limited Leung Man Kwan, Francis Company Secretary

Hong Kong, 28 June 2006 Head office and Principal place Registered Office: of business in Hong Kong: Canon’s Court Units 1505-7, 15th Floor 22 Victoria Street Shui On Centre Hamilton HM 12 6-8 Harbour Road Bermuda Wanchai, Hong Kong

Notes:

• (1) Any shareholder entitled to attend and vote at the meeting is entitled to appoint another person as 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.

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• (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 power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, 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.

As at the date hereof, the Board of Directors of the Company comprises four executive Directors, namely Messrs. Sung Kai Hing, Simon, Au Hoi Tsun, Peter, Hui Tung Wah, Samuel and Sung Yan Wai, Petrus 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.

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