10:30     OMNICORP<00094> - Announcement & Resumption of Trading (5)          

    iii)   any significant change (whether or not                             
    permanent) in local, national or international                            
    securities market conditions (any moratorium,                             
    suspension or material restriction on trading in                          
    shares or securities generally on the Stock Exchange                      
    due to exceptional financial circumstances or                             
    otherwise) or exchange controls; or                                       
                                                                              
    iv)   any event of force majeure including, without                       
    limiting the generality thereof, any act of God, war,                     
    riot, public disorder, civil commotion, fire, flood,                      
    explosion, epidemic, terrorism, strike or lock-out;                       
    or                                                                        
                                                                              
    v)   any change in the composition of the board of                        
    directors or chief executives of the Company;                             
                                                                              
    and in the reasonable opinion of the Underwriter, such                    
    change has or would have a material and adverse effect                    
    on the business, financial or trading position or                         
    prospects of the Company or the Group as a whole or                       
    the success of the Open Offer or make it inadvisable                      
    or inexpedient to proceed with the Open Offer.                            
                                                                              
    b)   If, at any time prior to the Latest Time for                         
    Termination, the Company commits any breach of or                         
    omits to observe any of the obligations or                                
    undertakings expressed to assumed by it under this                        
    Agreement which breach or omission will have a                            
    material and adverse effect of its business, financial                    
    or trading position, the Underwriter shall be entitled                    
    (but not bound) by notice in writing to the Company                       
    to elect to treat such matter or event as releasing                       
    and discharging the Underwriter from its obligations                      
    under this Agreement,                                                     
                                                                              
    CONDITIONS OF THE UNDERWRITING AGREEMENT                                  
    The Underwriting Agreement is conditional, amongst                        
    other things, on:                                                         
                                                                              
    i)   the Listing Committee of the Stock Exchange                          
    granting or agreeing to grant in principle (subject                       
    to allotment of Offer Shares) and not having withdrawn                    
    or revoked listing of and permission to deal in all                       
    the Offer Shares (in their fully-paid form);                              
                                                                              
    ii)   compliance with the requirements under the                          
    applicable laws and regulations of Hong Kong and                          
    Bermuda;                                                                  
                                                                              
    iii)   compliance with and performance of all                             
    undertakings and obligations of the Company pursuant                      
    to the Underwriting Agreement; and                                        
                                                                              
    iv)   trading of the Shares on the Stock Exchange not                     
    being suspended for more than seven consecutive                           
    business days at any time prior to the Latest Time                        
    for Termination (excluding any suspension in                              
    connection with the clearance of the Announcement or                      
    the Prospectus Documents or other announcements or                        
    documents in connection with the Open Offer).                             
                                                                              
    Save for conditions (iii) and (iv) above, none of the                     
    above conditions can be waived. If the conditions                         
    referred to above are not satisfied and/or waived in                      
    whole or in part by the Underwriter by the Latest Time                    
    for Acceptance, the Underwriting Agreement shall                          
    terminate and the Open Offer will not proceed. In case                    
    the Open Offer does not proceed, the Company will not                     
    be liable for the underwriting commission of the                          
    Underwritten Shares. However, the Company will still                      
    be liable to any costs and expenses of the legal and                      
    other professional advisers incurred in relation to                       
    the Open Offer.                                                           
                                                                              
    SHAREHOLDING STRUCTURE OF THE COMPANY                                     
    The following table sets out the shareholding                             
    structure of the Company as at the Announcement Date                      
    and upon completion of the Open Offer, assuming                           
    different levels of acceptance of the Offer Shares                        
    by the Qualifying Shareholders:                                           
                                                                              
    Existing shareholding as at the Announcement Date                         
    Approximate Shareholding immediately after the Open                       
    Offer on the assumption as set out in Note 1                              
    Approximate Shareholding immediately after the Open                       
    Offer on  the assumption as set out in Note 2                             
    Shares   (%)   Shares   (%)   Shares   (%)