10:30     OMNICORP<00094> - Announcement & Resumption of Trading (4)          

    Share Certificates                                                        
    Subject to the fulfilment of the conditions of the                        
    Open Offer, certificates for all the fully-paid Offer                     
    Shares are expected to be posted on or before Monday,                     
    23 May 2005 to those Qualifying Shareholders who have                     
    accepted and paid in full for the Offer Shares at their                   
    own risk. The Offer Shares will continue to be traded                     
    in the board lots of 2,000 Shares.                                        
                                                                              
    Application for listing and dealings                                      
    The Company will apply to the Listing Committee of                        
    the Stock Exchange for the listing of, and permission                     
    to deal in, the Offer Shares. Dealings in the Offer                       
    Shares will be subject to the payment of stamp duty                       
    in Hong Kong.                                                             
                                                                              
    UNDERWRITING ARRANGEMENT                                                  
    The Offer Shares will be fully underwritten by the                        
    Underwriter in accordance with the terms of the                           
    Underwriting Agreement as described below.                                
                                                                              
    Underwriting Agreement                                                    
    Date:   4 April 2005                                                      
                                                                              
    Underwriter:   Kim Eng Securities (Hong Kong) Limited                     
    Number of Offer  Shares  underwritten or  undertaken                      
    to be accepted:   Offer Shares                                            
                                                                              
    Offer Shares undertaken to be accepted  by the                            
    Undertaking Shareholders   17,776,747                                     
                                                                              
    Underwritten Shares   32,369,637                                          
                                                                              
    Total   50,146,384                                                        
                                                                              
    Commission:   2.5% of the aggregate Subscription                          
    Price in respect of the actual number of the Offer                        
    Shares underwritten by the Underwriter and is expected                    
    to be approximately HK$0.3 million.                                       
                                                                              
    As at the Announcement Date, the Underwriter does not                     
    have any shareholding in the Company and is not a                         
    connected person of the Company.                                          
                                                                              
    Pursuant to the Underwriting Agreement, the                               
    Underwriter agrees to subscribe for or procure                            
    subscribers to subscribe for any Shortfall                                
    Underwritten Shares. The Underwriter shall use its                        
    best endeavours to ensure that the subscribers                            
    procured by it for the Shortfall Underwritten Shares                      
    shall be third parties who (i) are not connected                          
    persons of the Company; and (ii) are not acting in                        
    concert with any connected persons of the Company or                      
    their respective associates or parties acting in                          
    concert with them.                                                        
                                                                              
    Termination of the Underwriting Agreement and force                       
    majeure                                                                   
    The Underwriting Agreement contains provisions                            
    entitling the Underwriter, by notice in writing, to                       
    terminate its obligations thereunder if at any time                       
    prior to 4:00 p.m. on the Settlement Date, being the                      
    third business day after the Latest Time for                              
    Acceptance:                                                               
                                                                              
    a)   the Underwriter may terminate the arrangement                        
    set out in this Agreement by notice in writing to the                     
    Company at any time prior to the Latest Time for                          
    Termination, the Underwriter becomes aware of the fact                    
    that there shall develop, occur, exist or come into                       
    effect:                                                                   
                                                                              
    i)   any new law or regulation or any change in                           
    existing laws or regulations in Hong Kong or any other                    
    place that is the place of incorporation of any member                    
    of the Group, or in which any member of the Group                         
    conducts or carries on business; or                                       
                                                                              
    ii)   any significant change (whether or not                              
    permanent) in local, national or international                            
    economic, financial, political or military                                
    conditions; or