09:50 GET NICE<00064> - Announcement & Resumption of Trading (3) Top-Up Placing Price The Top-Up Placing 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 Placing Price is negotiated on an arm's length basis among the Vendor, the Company and the Placing Agent. The Directors consider that the terms of the Top-Up Placing are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole. Top-Up Placing Shares The Top-Up Placing 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. Condition of the Top-Up Placing The Top-Up Placing is unconditional. THE TOP-UP SUBSCRIPTION AGREEMENT Date 5 January 2005 Parties involved The Company and the Vendor Top-Up Subscription Price The Top-Up Subscription Price is HK$1.80 per Share. The Top-Up Subscription Price is the same to the Top-Up Placing Price and is determined after arm's length negotiation among the Company, the Vendor and the Placing Agent with reference to the Top-Up Placing Price of the Top-Up Placing Shares. Number of Top-Up Subscription Shares The number of Top-Up Subscription Shares is equivalent to the number of Top-Up Placing Shares, being 60,000,000 Shares. Ranking of Top-Up Subscription Shares The Top-Up Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue and allotment of the Top-Up Subscription Shares. Conditions The Top-Up Subscription is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Top-Up Subscription Shares and (ii) completion of the Top-Up Placing. The Top-Up Subscription Agreement does not provide either party the rights to waive the above conditions. Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Top-Up Subscription Shares. Completion Under the Listing Rules, the Top-Up Subscription must be completed within 14 days after the date of the Top-Up Subscription Agreement, that is, on or before 19 January 2005. In the event that the conditions to the Top-Up Subscription Agreement are not fulfilled by 19 January 2005, the Company and the Vendor may elect, subject to compliance with all requirements in relation to connected transactions under the Listing Rules, to postpone completion of the Top-Up Subscription to a later date to be agreed between the Company and the Vendor and further announcement will be made by the Company. EXISTING SHARES PLACING AGREEMENT Date 5 January 2005