09:49     OMNICORP<00094> - Announcement (1)                                  

    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.                                                     
                                                                              
    OMNICORP LIMITED                                                          
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 94)                                                          
                                                                              
    PLACING OF NEW SHARES UNDER GENERAL MANDATE                               
                                                                              
    Placing Agent                                                             
    TAI FOOK SECURITIES COMPANY LIMITED                                       
                                                                              
    On 4 February 2005, the Company entered into the                          
    Placing Agreement with the Placing Agent whereby the                      
    Company conditionally agreed to place, through the                        
    Placing Agent on a best effort basis, an aggregate                        
    of 9,000,000 new Shares at the issue price of HK$0.96                     
    per Placing Share to not less than six independent                        
    professional, institutional, corporate or individual                      
    investors. None of the Placees will become a                              
    substantial shareholder (as defined in the Listing                        
    Rules) of the Company as a result of the Placing.                         
                                                                              
    The Placing Shares represent 9.86% of the existing                        
    issued share capital of the Company and 8.97% of the                      
    enlarged issued share capital of the Company                              
    immediately after the Placing.                                            
                                                                              
    Assuming all the Placing Shares are subscribed by and                     
    allotted to the Placees, the Company intends to use                       
    the net proceeds of approximately HK$8.3 million for                      
    expansion of existing operation, in particular,                           
    increased marketing budget for smart card and                             
    furniture business, and additional working capital                        
    of the Group.                                                             
                                                                              
    The Placing is conditional upon the Stock Exchange                        
    granting approval for the listing of, and permission                      
    to deal in, the Placing Shares.                                           
                                                                              
    As the Placing may or may not be consummated, investors                   
    should exercise caution when dealing in the shares                        
    of the Company.                                                           
                                                                              
    PLACING AGREEMENT                                                         
    Date   :   4 February 2005                                                
                                                                              
    Issuer   :   the Company                                                  
                                                                              
    Placing Agent   :   Tai Fook Securities Company                           
    Limited, an independent third party and not a                             
    connected person of the Company (as defined in the                        
    Listing Rules).                                                           
                                                                              
    Placees   :   not less than six independent                               
    professional, institutional, corporate or individual                      
    investors. All the Placees and their respective                           
    ultimate beneficial owners will be independent third                      
    parties and not connected persons of the Company (as                      
    defined in the Listing Rules). None of the Placees                        
    will become a substantial shareholder (as defined in                      
    the Listing Rules) of the Company as a result of the                      
    Placing.                                                                  
                                                                              
    Placing Shares   :   an aggregate of 9,000,000 new                        
    Shares                                                                    
                                                                              
    Pursuant to the Placing Agreement, the Placing Agent                      
    agrees to place the Placing Shares on a best effort                       
    basis at the issue price of HK$0.96 per Placing Share                     
    to the Placees and will receive a placing commission                      
    of 2.5% on the gross proceeds of the Placing.                             
                                                                              
    Placing Price                                                             
    The issue price of HK$0.96 per Placing Share is arrived                   
    at after arm's length negotiation and represents (i)                      
    a discount of approximately 2.04% to the closing price                    
    of HK$0.98 per Share as quoted on the Stock Exchange                      
    on 4 February 2005, being the date of this announcement                   
    and the date of the Placing Agreement; and (ii) a                         
    discount of approximately 2.83% to the average closing                    
    price of HK$0.988 per Share as quoted on the Stock                        
    Exchange for the last five trading days up to and                         
    including 4 February 2005.