Greenheart Group Limited — Proxy Solicitation & Information Statement 2007

Apr 13, 2007

OMNICORP LIMITED 兩儀控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 94)

FORM OF PROXY

I/We [(Note 1) ]

of

being the registered holder(s) of

shares [(Note 2)] of

HK$0.01 each in the capital of the above named Company HEREBY APPOINT THE CHAIRMAN OF THE MEETING OR [ (Note 3) ]

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (the “Meeting”) (and at any adjourned meeting thereof) of the said Company to be held at Boardrooms 3 & 4, M/F., Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong on Friday, 18 May, 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the Resolutions set out in the notice convening the Meeting as indicated below [(Note 4)] .

As Ordinary Resolutions	For	Against
Ordinary Business
1. To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31 December 2006.
2. To re-elect
(i) SungYan Wai,Petrus	(i)	(i)
(ii) WongChe Keung,Richard	(ii)	(ii)
(iii) WongKin Chi	(iii)	(iii)
(iv) Au Hoi Tsun,Peter	(iv)	(iv)
as Directors
(v) To authorise the Board to fix the Directors’ remuneration.	(v)	(v)
3. To re-appoint Messrs. Moore Stephens as auditors and to authorise the Board to fix their remuneration.
Special Business
4. To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the existing issued share capital of the Company.
5. To grant a general mandate to the Directors to repurchase shares in the capital of the Company representing up to 10% of its existingissued share capital.
6. To extend the general mandate granted to the Directors to issue shares bythe number of shares repurchased.
7. To approve the Refreshed Scheme Mandate Limit.

Dated this

day of

2007 Signature [(Note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting” herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed either under its common seal or under the hand of an officer of attorney duly authorised.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register or Members.

7. In order to be valid, this form of proxy together with the power of attorney or other authority under which it is signed or a notarially certified copy thereof, if any, 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 or at any adjourned meeting (as the case may be).

8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting or at any adjourned meeting (as the case may be) if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

10. for identification purposes only