10:29     OMNICORP<00094> - Announcement & Resumption of Trading (2)          

    SUSPENSION AND RESUMPTION OF TRADING                                      
    At the request of the Company, trading in the Shares                      
    on the Stock Exchange was suspended with effect from                      
    9:30 a.m. on 4 April 2005 pending the issue of this                       
    announcement. Application has been made to the Stock                      
    Exchange for resumption of trading of the Shares on                       
    the Stock Exchange with effect from 9:30 a.m. on 8                        
    April 2005.                                                               
                                                                              
    PROPOSED OPEN OFFER                                                       
    On 4 April 2005, the Company entered into the                             
    Underwriting Agreement with the Underwriter in                            
    respect of the Open Offer. Details of the Open Offer                      
    are set out below:-                                                       
                                                                              
    Basis of Open Offer:   One Offer Share for every two                      
    existing Shares held by the Qualifying Shareholders                       
    on the Record Date on an assured basis.                                   
                                                                              
    Number of Shares in issue:   100,292,768 Shares                           
                                                                              
    Number of Offer Shares:   50,146,384 Offer Shares                         
                                                                              
    Subscription Price:   HK$0.38 per Offer Share                             
                                                                              
    As at the date of this announcement, the Company has                      
    outstanding Options entitling the holders thereof to                      
    subscribe for up to an aggregate of 2,720,000 Shares,                     
    at an exercise price of HK$1.14 per Share. Each of                        
    the Option holders has given an irrevocable                               
    undertaking to the Company that he/she would not                          
    exercise the Options on or before the Record Date.                        
                                                                              
    Save for the Options, the Company has no other                            
    derivatives, options, warrants and conversion rights                      
    or other similar rights which are convertible into                        
    Shares.                                                                   
                                                                              
    Pursuant to the Underwriting Agreement, the Company                       
    has undertaken that it will not issue any Shares or                       
    issue any Options or other securities which carry                         
    rights to acquire or convert into Shares (other than                      
    the Offer Shares) from the date of the Underwriting                       
    Agreement until after the Latest Time for Acceptance.                     
                                                                              
    Qualifying Shareholders will be assured of receiving                      
    the whole number of Offer Shares accepted if                              
    acceptance is made for a number of Offer Shares equal                     
    to or less than the number in their provisional                           
    allotments. Fractional entitlements to the Offer                          
    Shares will not be issued but will be aggregated and                      
    dealt with as Offer Shares taken up by the Underwriter.                   
                                                                              
    Subscription price for the Offer Shares                                   
    Subscription Price of HK$0.38 per Offer Share will                        
    be payable in full when a Qualifying Shareholder                          
    accepts the Offer Shares, which price represents:                         
                                                                              
    a)   a discount of approximately 63.1% to the closing                     
    price of HK$1.03 per Share as quoted on the Stock                         
    Exchange on the Last Trading Day;                                         
                                                                              
    b)   a discount of approximately 62.2% to the average                     
    closing price of approximately HK$1.004 per Share                         
    based on the daily closing price as quoted on the Stock                   
    Exchange for the last ten trading days up to and                          
    including the Last Trading Day;                                           
                                                                              
    c)   a discount of approximately 53.3% to the                             
    theoretical ex-entitlement price of HK$0.813 per                          
    Share based on the closing price of HK$1.03 per Share                     
    as quoted on the Stock Exchange on the Last Trading                       
    Day; and                                                                  
                                                                              
    d)   a discount of approximately 82.1% to the audited                     
    consolidated net asset value of HK$2.12 per Share as                      
    at 31 December 2004.                                                      
                                                                              
    The Subscription Price was determined after arm's                         
    length negotiations between the Company and the                           
    Underwriter, with reference to the prevailing market                      
    price of the Shares, the trading volume of the Shares                     
    on the Stock Exchange and the financial position of                       
    the Group. The Directors consider that the                                
    Subscription Price is fair and reasonable so far as                       
    the Company and the Shareholders as a whole are                           
    concerned.