09:51     GET NICE<00064> - Announcement & Resumption of Trading (4)          

    Parties involved                                                          
    The Placing Agent, Chambray and Mr. Shum                                  
                                                                              
    Placing Agent                                                             
    Kingston Securities Limited is the Placing Agent and will                 
    receive a placing commission of 1.5% on the gross proceeds of             
    the Existing Shares Placing paid by Chambray and Mr. Shum,                
    respectively, which was arrived at after arm's length                     
    negotiations among the Placing Agent, Chambray and Mr. Shum.              
                                                                              
    Placees                                                                   
    Not fewer than six placees, who 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. None of the placees will become a substantial                    
    Shareholder of the Company as a result of the Existing Shares             
    Placing.                                                                  
                                                                              
    Existing Shares Placing Price                                             
    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 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 Existing Shares Placing Price is negotiated on an arm's               
    length basis among the Placing Agent, Chambray and Mr. Shum.              
                                                                              
    Existing Shares                                                           
    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. Of 35,730,000 existing Shares placed             
    through the Placing Agent, 25,087,500 existing Shares are                 
    currently owned by Charmbray, 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.                    
                                                                              
    Condition of the Existing Shares Placing                                  
    The Existing Shares Placing is unconditional.                             
                                                                              
    EFFECTS ON SHAREHOLDING STRUCTURE                                         
                                                                              
    No. of Shareholders/No. of shares held                                    
    Existing                                                                  
    % (approximately)                                                         
    After Top-Up Placing and Existing Shares Placing                          
    % (approximately)                                                         
    After Top-Up Placing, Existing Shares placing and Top-Up                  
    Subscription                                                              
    % (approximately)                                                         
    After the full conversion of the convertible note                         
    ("Convertible Note") based on the based on the initial                    
    conversion price of HK$1.3 per Share as announced in the                  
    Company's announcement dated 29 December 2004                             
    % (approximately)                                                         
                                                                              
                                                                              
    Honeylink Agents Limited (Note 1)   189,270,000   63.09                   
    129,270,000   43.09   189,270,000   52.58   189,270,000                   
    44.90                                                                     
    Chambray Resources Limited (Note 2)   25,087,500   8.36   -               
    -   -   -   -   -                                                         
    Shum Kin Wai, Frankie (Note 3)   10,642,500   3.55   -   -   -            
    -   -   -                                                                 
    Holder of Convertible Notes (Note 4)    -   -   -   -   -   -             
    61,538,462   14.60                                                        
                                                                              
    Public                                                                    
    Other shareholders   75,000,000   25.00   75,000,000   25.00              
    75,000,000   20.83   75,000,000   17.79                                   
    Placees for Top-Up