09:49     GET NICE<00064> - Announcement & Resumption of Trading (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.                                
                                                                              
    GET NICE HOLDINGS LIMITED                                                 
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 64)                                                          
                                                                              
    TOP-UP PLACING OF EXISTING SHARES AND                                     
    TOP-UP SUBSCRIPTION OF NEW SHARES;                                        
    PLACING OF EXISTING SHARES BY THE DIRECTORS;                              
    AND                                                                       
    RESUMPTION OF TRADING                                                     
                                                                              
    PLACING AGENT                                                             
                                                                              
    KINGSTON SECURITIES LIMITED                                               
                                                                              
    (1)   Top-Up Placing and Top-Up Subscription                              
    On 5 January 2005, the Vendor entered into the Top-Up Placing             
    Agreement and the Top-Up Subscription Agreement with the                  
    Placing Agent and the Company respectively.                               
                                                                              
    Pursuant to the Top-Up Placing Agreement, the Vendor agreed to            
    place, through the Placing Agent, an aggregate of 60,000,000              
    existing Shares, on a fully underwritten basis, to the                    
    independent individual, corporate and/or institutional                    
    investors, and who and whose ultimate beneficial owners (i)               
    are not connected persons (as defined in Listing Rules) of the            
    Company; and (ii) are independent of the Company, its                     
    connected persons and other placees at a price of HK$1.80 per             
    Share. Pursuant to the Top-Up Subscription Agreement, the                 
    Vendor conditionally agreed to subscribe for an aggregate of              
    60,000,000 Shares at a price of HK$1.80 per Shares.                       
                                                                              
    The Top-Up Placing Shares (or the Top-Up Subscription Shares)             
    of 60,000,000 Shares represent (i) about 20% of the existing              
    issued share capital of the Company of 300,000,000 Shares; and            
    (ii) about 16.67% of the issued share capital of the Company              
    of 360,000,000 Shares as enlarged by the Top-Up Subscription.             
                                                                              
    The Top-Up Placing Price (or the Top-Up Subscription Price) is            
    fixed on 3 January 2005, being the Last Trading Day. The Top-             
    Up Placing Price (or the Top-Up Subscription Price) of HK$1.80            
    represents (i) a discount of about 9.1% to the closing price              
    of HK$1.98 per Share as quoted on the Stock Exchange on the               
    Last Trading Day; (ii) a premium of about 15.98% to the                   
    average closing price per Share of HK$1.552 as quoted on the              
    Stock Exchange for the last five full trading days up to the              
    Last Trading Day; and (iii) a premium of about 17.57% over the            
    average closing price per Share of HK$1.531 as quoted on the              
    Stock Exchange for the last ten full trading days up to the               
    Last Trading Day.                                                         
                                                                              
    The Top-Up Subscription is conditional upon, among other                  
    things, (1) the Listing Committee of the Stock Exchange                   
    granting the listing of, and permission to deal in, the Top-Up            
    Subscription Shares and (2) the completion of the Top-Up                  
    Placing.                                                                  
                                                                              
    The net proceeds from the Top-Up Subscription of about HK$106             
    million will be used as the general working capital of the                
    Group.                                                                    
                                                                              
    (2)   Existing Shares Placing                                             
    On 5 January 2005, Chambray and Mr. Shum have entered into                
    Existing Shares Placing Agreement with the Placing Agent.                 
                                                                              
    Pursuant to the Existing Shares Placing Agreement, Chambray               
    and Mr. Shum agreed to place, through the Placing Agent, an               
    aggregate of 35,730,000 existing Shares, on a fully                       
    underwritten basis, to not fewer than six Placees which are               
    independent individual, corporate and/or institutional                    
    investors, and who and whose ultimate beneficial owners (i)               
    are not connected persons (as defined in Listing Rules) of the            
    Company; and (ii) are independent of the Company, its                     
    connected persons and other placees at a price of HK$1.80 per             
    Share. Of 35,730,000 existing Shares placed through the                   
    Placing Agent, 25,087,500 existing Shares are currently owned             
    by Chambray, which is wholly owned by Mr. Cham Wai Ho, Anthony,           
    a Director and 10,642,500 existing Shares are beneficially                
    owned by Mr. Shum, a Director.