09:48 J.I.C. TECH<00987> - Announcement (2) in relation to the Previous Business Facilities Agreement under which NTGM agreed to provide the Company with various business facilities services. NTGM and the Company have re-negotiated the monthly service fee and have entered into the New Business Facilities Agreement for a period of 36 months commencing on 1st January 2005 at a reduced monthly service fee from HKD510,000 to HKD240,000. The total gross area of the Property licensed by NTGM to the Company would, however, decrease from 7,200 square feet under the Previous Business Facilities Agreement to 5,500 square feet under the New Business Facilities Agreement. Accordingly, the Company and NTGM have mutually agreed to terminate the Previous Business Facilities Agreement with effect from 1st January 2005 without any compensation. The Company has been occupying part of the Property as its offices since August 2001. It is considered that continuing to use these services instead of the Company setting up its own office facilities will be more economical and is therefore in the Company's best interest to enter into the New Business Facilities Agreement. The terms and conditions of the New Business Facilities Agreement are determined by NTGM and the Company on an arm's length basis and in the ordinary course of business taking into account the cost of NTGM in providing such services to the Company. 3. GENERAL As NTGM is a wholly owned subsidiary of the controlling shareholder of the Company, NTEI. Therefore, the New Business Facilities Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules. Since the total annual service fees payable by the Company under the New Business Facilities Agreement is less than 2.5% of the applicable percentage ratios of the Company under Rule 14.07 of the Listing Rules, no independent shareholders' approval is required pursuant to Rule 14A.34 of the Listing Rules. The Directors including the independent non-executive directors of the Company consider: (a) the terms and conditions of the New Business Facilities Agreement and the maximum aggregate annual value are fair and reasonable, and in the interest of the shareholders of the Company and the Company; and (b) the New Business Facilities Agreement are reached on an arm's length basis, and entered into in the ordinary and usual course of business and on normal commercial terms. Details of the New Business Facilities Agreement are required to be disclosed by way of press announcement. Details of the New Business Facilities Agreement will be included in the next published annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules. Members of the Board of Directors As at the date of this announcement, the members of the Board are as follows: Executive Directors: Non-Executive Directors: Independent Non-Executive Directors: Seitaro Furukawa Koo Ming Kown Cham Yau Nam Li Shi Yuen, Joseph Tadao Murakami Leung Wai Hung Chui Kam Wai Wong Toe Yeung Cheng Chi Heng DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "Board" The Board of directors "Company" J.I.C. Technology Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange "Director(s)" Director(s) of the Company "Group" The Company and its subsidiaries "HKD" Hong Kong dollars, the lawful currency of Hong Kong "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "New Business The business facilities agreement entered into