09:50 GET NICE<00064> - Announcement & Resumption of Trading (2) The Existing Shares of 35,730,000 Shares represent (i) about 11.92% of the existing issued share capital of the Company of 300,000,000 Shares; and (ii) about 9.92% of the issued share capital of the Company of 360,000,000 Shares as enlarged by the Top-Up Subscription. The Existing Shares Placing Price is fixed on 3 January 2005, being the Last Trading Day. The Existing Shares Placing 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 about 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. (3) Increase in trading volume and price The Board has noted an increase in the trading volume and price of the Shares on 3 January 2005 and wishes to state that the Board are not aware of any reasons for such increases. Save for disclosed in this announcement and the Company's announcement dated 29 December 2004, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under rule 13.23, neither is the Board aware of any matters discloseable under the general obligation imposed by rule 13.09, which is or may be of a price sensitive nature. (4) Resumption of trading At the request of the Company, trading in Shares on the Stock Exchange was suspended from 12:08 p.m. on Monday, 3 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Thursday, 6 January 2005. THE TOP-UP PLACING AGREEMENT Date 5 January 2005 Parties involved The Placing Agent and the Vendor Placing Agent Kingston Securities Limited is the Placing Agent and will receive a placing commission of 1.5% on the gross proceeds of the Top-Up Placing paid by the Company, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent and its ultimate beneficial owners are not connected persons (as defined in Listing Rules) of the Company and are third parties independent of the Company and its connected persons. Placees The placees 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. As at the date of this announcement, five placees have been procured by the Placing Agent as follows: Name of placees Number of Top-Up Placing Shares Mr. Lee Wai Man 10,000,000 Shares Ms. Leung On Kei 12,000,000 Shares Mr. Li Chi Keung 10,000,000 Shares Chow Tai Fook (Nominee) Limited (wholly and beneficially owned by Mr. Cheng Yu Tung) 10,000,000 Shares Modern Power Limited is wholly-owned by a discretionary trust of which Mr. Joseph Lau, Luen-hung is the founder and certain family members of Mr. Joseph Lau, Luen-hung are eligible beneficiaries. 18,000,000 Shares Total: 60,000,000 Shares None of the above placees will become a substantial Shareholder of the Company as a result of the Top-Up Placing.