Greenheart Group Limited — Proxy Solicitation & Information Statement 2010

Jul 12, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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 (“S GM ”) of Omnicorp Limited (the “ Company ”) will be held at Boardrooms 3 & 4, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Thursday, 29 July 2010 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT:

2. (a) the share subscription agreement dated 22 June 2010 (the “ Share Subscription Agreement ”) entered into between the Company and SinoCapital Global Inc., (the “ Share Subscriber ” or “ Sino Capital ”) (a copy of which has been produced at the SGM marked “A” and signed by the chairman of the SGM for identification purposes), the terms and conditions thereof and transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) subject to and conditional upon, among others, the granting by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of and permission to deal in the Subscription Shares (as defined below), the allotment and issue of 230,000,000 new shares with par value of HK$0.01 each in the share capital of the Company (the “ Subscription Shares ”) be and is hereby approved, and the directors of the Company (the “ Directors ”) be and are hereby authorized to allot and issue the Subscription Shares pursuant to and in accordance with the terms and conditions of the Subscription Agreement; and

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• (c) any one or more of the Directors be and is/are hereby authorized to sign, seal, execute, perfect, deliver all such documents and to do all such things and acts as he/they may in his/their discretion consider necessary, expedient or desirable to effect the transactions contemplated under the Share Subscription Agreement, the issue of the Subscription Shares and the amendment, variation or modification of the terms and conditions of the Subscription Agreement upon such terms and conditions as the board of Directors may think fit.”

• “ THAT:

• (a) the convertible notes subscription agreement dated 22 June 2010 (the “ CN Subscription Agreement ”) entered into between the Company and Greater Sino Holdings Limited (the “ CN Subscriber ”) (a copy of which has been produced at the SGM marked “B” and signed by the chairman of the SGM for identification purposes), the terms and conditions thereof and transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the creation and issue of the convertible notes in the aggregate principal amount of US$25 million (equivalent to approximately HK$195 million) (the “Convertible Notes” ) pursuant to the terms of the CN Subscription Agreement be and are hereby generally and unconditionally approved in all respects;

• (c) the Directors be and are hereby generally and specifically authorized to issue the Convertible Notes on and subject to the terms of the CN Subscription Agreement;

• (d) subject to and conditional upon, among others, the granting by the Stock Exchange of the listing of and permission to deal in the Conversion Shares (as defined below), the allotment and issue of new shares, upon the conversion of the Convertible Notes (the “ Conversion Shares ”) in the share capital of the Company be and is hereby approved, and the Directors be and are hereby authorized to allot and issue the Conversion Shares pursuant to and in accordance with the terms and conditions of the Convertible Notes; and

• (e) any one or more of the Directors be and is/are hereby authorized to sign, seal, execute, perfect, deliver all such documents and to do all such things and acts as he/they may in his/their discretion consider necessary, expedient or desirable to effect the transactions contemplated under the CN Subscription Agreement, the issue of the Convertible Notes, the issue of the Conversion Shares and the amendment, variation or modification of the terms and conditions of the CN Subscription Agreement upon such terms and conditions as the board of Directors may think fit.”

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1. “ THAT conditional upon the ordinary resolution no. 1 contained in this notice of SGM of which this resolution forms part being approved, the waiver ( the “ Whitewash Waiver ”) granted or to be granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers waiving any obligation on the part of Sino-Capital and persons acting in concert with it (including Sino-Forest Corporation) to make a general offer for all the shares of the Company not already owned or agreed to be acquired by them as a result of the completion of the share subscription under the Share Subscription Agreement and the transactions contemplated therein be hereby approved and that the Directors be and are authorized to do all things and acts and sign all documents which they consider desirable or expedient to implement and/or given effect to any matters relating to or in connection with the Whitewash Waiver.”

By Order of the Board Omnicorp Limited Sung Yan Wai Petrus Executive Director

Hong Kong, 13 July 2010

Head office and principal place Registered Office: of business in Hong Kong: Canon’s Court Suites 1801-03, 18/F. 22 Victoria Street Dah Sing Financial Centre Hamilton HM12 108 Gloucester 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.

• (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, Tricor 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.

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• (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 were 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 comprises two executive directors, namely, Messrs. 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.

Website: http://www.omnicorplimited.com

• For identification purposes only

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