09:15     G-PROP (HOLD)<00286> - Announcement (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.                                
                                                                              
    G-PROP (HOLDINGS) LIMITED                                                 
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 286)                                                         
                                                                              
    PLACING OF NEW SHARES UNDER GENERAL MANDATE                               
                                                                              
    Financial Adviser                                                         
    GET NICE CAPITAL LIMITED                                                  
                                                                              
    Placing Agent                                                             
    GET NICE INVESTMENT LTD.                                                  
                                                                              
    The Company has on 1 February 2005 entered into the Placing               
    Agreement with the Placing Agent to procure subscribers,                  
    on a fully underwritten basis, to subscribe for 102,800,000               
    new Shares at a price of HK$0.255 per Share.  The Placing                 
    Shares represent approximately 14.87% of the Company's                    
    existing issued share capital and approximately 12.95% of                 
    its issued share capital as enlarged by the Placing.                      
                                                                              
    The Placing Price represents (i) a discount of                            
    approximately 16.39% to the closing price of the Shares of                
    HK$0.305 quoted on the Stock Exchange on 1 February 2005,                 
    being the date of the Placing Agreement; (ii) a discount                  
    of approximately 18.27 % to the average closing price of                  
    the Shares of HK$0.312 quoted on the Stock Exchange for the               
    five consecutive trading days immediately prior to 1                      
    February 2005; and (iii) a discount of approximately 19.81%               
    to the average closing price of the Shares of HK$0.318                    
    quoted on the Stock Exchange for the ten consecutive trading              
    days immediately prior to 1 February 2005.                                
                                                                              
    The gross proceeds from the Placing will be approximately                 
    HK$26.21 million and the net proceeds from the Placing will               
    be approximately HK$25.78 million, among which                            
    approximately HK$23 million will be used to repay amounts                 
    due to fellow subsidiaries of the Company and approximately               
    HK$2.78 million will be used as general working capital of                
    the Group.                                                                
                                                                              
    The Placing is conditional upon the Stock Exchange granting               
    listing of and permission to deal in the Placing Shares.                  
                                                                              
    PLACING AGREEMENT DATED 1 FEBRUARY 2005                                   
                                                                              
    Issuer:                                                                   
                                                                              
    G-Prop (Holdings) Limited, a company incorporated in                      
    Bermuda with limited liability whose Shares are listed on                 
    the Stock Exchange.                                                       
                                                                              
    Placing Agent and Placees:                                                
                                                                              
    Get Nice Investment Limited is the Placing Agent, who and                 
    whose ultimate beneficial owners are not connected persons                
    of the Company and are independent third parties not                      
    connected with the directors, chief executive or                          
    substantial shareholder of the Company or any of its                      
    subsidiaries or associates of any of them.                                
                                                                              
    The Placing Shares will be placed to not less than six                    
    Placees, being individuals, institutional or other                        
    professional investors, and who and whose ultimate                        
    beneficial owners will not be connected persons of the                    
    Company and will be independent third parties not connected               
    with the directors, chief executive or substantial                        
    shareholder of the Company or any of its subsidiaries or                  
    associates of any of them.  It is expected that none of the               
    Placees will become substantial shareholder of the Company                
    immediately after the Placing.                                            
                                                                              
    Number of Placing Shares:                                                 
                                                                              
    102,800,000 new Shares representing approximately 14.87%                  
    of the Company's existing issued share capital and                        
    approximately 12.95% of its issued share capital as                       
    enlarged by the Placing.