Greenheart Group Limited — Share Issue/Capital Change 2003

Oct 17, 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

*

(Incorporated in Bermuda with limited liability)

Announcement of a 56.39% subsidiary – OMNITECH HOLDINGS LIMITED, Australia

This is a reproduction of the announcement of Omnitech Holdings Limited (“OHL”), a 56.39% subsidiary of Omnicorp Limited (“Omnicorp”) and the shares of which are listed on the Australian Stock Exchange (“ASX”). The following information will be announced by OHL to the public in Australia via the ASX website after trading hours on 17 October 2003:

“The Company Announcements Office Australian Stock Exchange Limited

For Market Release

Re: Application for quotation of additional shares

Further to the recent allotment of 28,900,145 ordinary shares in the Company to shareholders pursuant to the exercise of options expiring on 31 October 2003, please find attached the duly completed Appendix 3B of the Company’s application for quotation of the additional shares for ASX records.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/ 2002, 1/1/2003.

Name of entity OMNITECH HOLDINGS LIMITED

ARBN 077 559 525

We (the entity) give ASX the following information.

Part 1 – All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

ORDINARY

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 28,900,145

• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid[+] securities, the amount outstanding and due dates for payment; if[+] convertible securities, the conversion price and dates for conversion)

• Fully paid Ordinary Shares. The new shares will rank equally in all respects with the existing shares

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX_(including_the securities in clause 2 if applicable)

Yes 2.2 cents per option for 28,900,145 shares Exercising Options by shareholders 24 October 2003 Number +Class 180,232,130 Ordinary 28,900,145 shares, fully paid 209,132,275 current application of shares to be quoted

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9 Number and[+] class of all[+] securities not quoted on ASX (including the securities in clause 2 if applicable)

9		Number and+class of all+securities not	Number	+Class
		quoted on ASX_(including_the securities
		in clause 2 if applicable)	30,948,130	Options expiring
				31/10/03 @2.2c
			275,000	Options expiring
				15/04/04 @64c
			1,075,000	Options expiring
				15/07/05 @83c
			2,675,000	Options expiring
				15/12/06 @5.4c
			750,000	Options expiring
				08/01/07 @5.2c
10		Dividend policy (in the case of a trust,	Will be the same for any
		distribution policy) on the increased	new shares issued as that
		capital (interests)	for the existing shares
Part	2	– Bonus issue or pro rata issue
11		Is security holder approval required?	N/A
12		Is the issue renounceable or	N/A
		non-renounceable?
13		Ratio in which the+securities	N/A
		will be offered
14		+Class of+securities to which the	N/A
		offer relates
15		+Record date to determine entitlements	N/A
16		Will holdings on different registers	N/A
		(or subregisters) be aggregated for
		calculating entitlements?
17		Policy for deciding entitlements in	N/A
		relation to fractions

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18	Names of countries in which the entity	N/A
	has+security holders who will not be
	sent new issue documents
	Note: Security holders must be told how
	their entitlements are to be dealt
	with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances	N/A
	or renunciations
20	Names of any underwriters	N/A
21	Amount of any underwriting fee	N/A
	or commission
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker	N/A
	to the issue
24	Amount of any handling fee payable to	N/A
	brokers who lodge acceptances or
	renunciations on behalf of+security
	holders
25	If the issue is contingent on+security	N/A
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance form	N/A
	and prospectus or Product Disclosure
	Statement will be sent to persons
	entitled
27	If the entity has issued options, and the	N/A
	terms entitle option holders to participate
	on exercise, the date on which notices
	will be sent to option holders

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28	Date rights trading will begin	N/A
	(if applicable)
29	Date rights trading will end	N/A
	(if applicable)
30	How do+security holders sell their	N/A
	entitlements_in full_through a broker?
31	How do+security holders sell_part_of	N/A
	their entitlements through a broker and
	accept for the balance?
32	How do+security holders dispose of their	N/A
	entitlements (except by sale through
	a broker)?
33	+Despatch date	N/A
Part 3	– Quotation of securities
You need only complete this section if you are applying for quotation of securities
34	Type of securities
	(tick one)
	(a) X Securities described in Part 1
	(b) All other securities
	Example: restricted securities at the end of the escrowed period,
	partly paid securities that become fully paid, employee
	incentive share securities when restriction ends,
	securities issued on expiry or conversion of convertible
	securities

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories

• 1 – 1,000

• 1,001 – 5,000

• 5,001 – 10,000

• 10,001 – 100,000

• 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

• 39 Class of[+] securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

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If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41

• Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

• 42

Number and[+] class of all[+] securities quoted on ASX (including the securities in clause 38)

Number +Class

Quotation agreement

• 1

• +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2

• We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

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• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date: 16 October 2003 (Company Secretary)

Print name: Ted Avery

For and on behalf of Omnitech Holdings Limited

Ted Avery Company Secretary 17 October 2003”

Reference is made to the announcement of Omnicorp dated 29 September 2003 in respect of the Notice of Expiry of Options, Hai Yang Investment Limited (“Hai Yang”), a direct wholly-owned subsidiary of Omnicorp, has 27,394,845 outstanding share options (“Option Shares”) of OHL exercisable at a price of AUD$0.022 per share and expiring on 31 October 2003. Notice has been given to OHL on 15 October 2003 by Hai Yang to exercise the Option Shares. The Options Shares were allotted to Hai Yang on 17 October 2003. Shareholding changes of Hai Yang in the capital of OHL upon allotment of the Option Shares is as follows:

Upon exercise of Before exercise of the Option Shares the Option Shares (as of 17 October 2003) No. of shares Percentage No. of shares Percentage Hai Yang 90,534,795 50.23 117,929,640 56.39 Public 89,697,335 49.77 91,202,635 43.61 Total 180,232,130 100.00 209,132,275 100.00

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In accordance with the rules of the ASX, a listed entity must inform the ASX by way of Appendix 3B if there is a change in the issued share capital of the listed entity. Accordingly, OHL shall lodge the Appendix 3B with the ASX, wherein the number or shares to be issued and purpose of the issue were disclosed, pursuant to the allotment of additional shares upon exercise of share options by optionholders of OHL and also for the purpose of the application of quotation of additional shares on the market by the ASX. Upon approval being granted by the ASX, Hai Yang will have an aggregate interest of 117,929,640 quoted shares in the capital of OHL.

By Order of the Board OMNICORP LIMITED Ng Ka Yuen, Cecilia Company Secretary

Hong Kong, 17 October 2003

* for identification purpose only

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

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