10:32     OMNICORP<00094> - Announcement & Resumption of Trading (7)          

    6.   These Shares are held by Sharp States Investments                    
    Inc., the entire issued share of which is wholly owned                    
    by Mr. Shaw Wen Fei, the Chairman of the Group and                        
    a Director.                                                               
                                                                              
    7.   A Director.                                                          
                                                                              
    8.   A company wholly and beneficially owned by Mr.                       
    Sung Kai Hing and his family member(s).  Mr. Sung is                      
    a director of certain non-wholly owned subsidiaries                       
    of the Company.                                                           
                                                                              
    9.   A company wholly and beneficially owned by Mr.                       
    Sung Kai Hing.                                                            
                                                                              
    10.   A company wholly and beneficially owned by Mr.                      
    Chan Kwok Kin and his family member(s). Mr. Chan is                       
    a director of certain non-wholly owned subsidiaries                       
    of the Company.                                                           
                                                                              
    11.   A company wholly and beneficially owned by Mr.                      
    Chan Kwok Kin.                                                            
                                                                              
    12.   A company wholly and beneficially owned by Mr.                      
    Cheung Kong Cheung and his family member(s).  Mr.                         
    Cheung is a director of certain non-wholly owned                          
    subsidiaries of the Company.                                              
                                                                              
    13.   A company wholly and beneficially owned by Mr.                      
    Cheung Kong Cheung.                                                       
                                                                              
    14.   A company wholly and beneficially owned by Mr.                      
    Huang Wei Ye and his family member(s).  Mr. Huang is                      
    a director of certain non-wholly owned subsidiaries                       
    of the Company.                                                           
                                                                              
    15.   A company wholly and beneficially owned by Mr.                      
    Huang Wei Ye.                                                             
                                                                              
    16.   The Underwriter will procure the subscribers to                     
    subscribe the Underwritten Shares at the Subscription                     
    Price and will use its best endeavours to ensure that                     
    the subscribers procured by it shall be independent                       
    of the Company and its connected persons and are not                      
    connected persons of the Company.                                         
                                                                              
    17.     Assuming that the Offer Shares which represent                    
    the entitlements of the Overseas Shareholders                             
    as at the Announcement Date are all taken up by                           
    the Underwriter.                                                          
                                                                              
    Before the Announcement Date, each of the Grande                          
    (Nominees) Limited, Planet Adventure Limited, Patova                      
    International Limited, Mr. Lui Chun Bing, Tommy,                          
    Expert View Group Limited, Mr. Shaw Wen Fei (through                      
    Sharp States Investments Inc.), Mr. Au Hoi Tsun, Peter,                   
    Capitalrise Group Limited, Bloominvest Group Limited,                     
    Good Profit Trading Limited, Hero Profit                                  
    International Limited, Metronet Investments Limited,                      
    Ace Victory Investments Limited, Even Skill                               
    Technology Limited and Wellasia International                             
    Limited, collectively holding 35,553,495 Shares,                          
    representing approximately 35.45% of the existing                         
    issued share capital of the Company, has irrevocably                      
    undertaken to the Company that the Shares beneficially                    
    owned by each of them will remain registered in                           
    his/her/its name from 4 April 2005 up to and including                    
    the Record Date and each of them has also respectively                    
    undertaken to subscribe for his/her/its provisional                       
    entitlements in full, amounting to 17,776,747 Offer                       
    Shares.                                                                   
                                                                              
    WARNING OF THE RISKS OF DEALING IN SHARES                                 
    Trading of Shares on ex-entitlement basis is expected                     
    to commence on 26 April 2005. Any person contemplating                    
    buying or selling of the Shares from now up to the                        
    date on which all conditions of the Open Offer are                        
    fulfilled will bear the risk that the Open Offer may                      
    not become unconditional and may not proceed.                             
    Investors should seek professional advice regarding                       
    dealings in Shares if they are in any doubt.