09:24 NIPPON ASIA INV<00603>-Announcement&Resumption of Trading(2) Shigeta Yasumitsu (i) are not connected persons (as defined in the Listing Rules) of the Company and are third parties independent of and not connected with the Company and its connected persons; and (ii) are not connected with any of the Placees and the Placing Agent and their respective ultimate beneficial owners. The completion of the Subscription Agreement is conditional upon the fulfillment of the conditions including, among other things, completion of the Capital Reorganisation and the Stock Exchange granting the listing of, and permission to deal in, the Conversion Shares and the passing of the relevant resolutions at the SGM to approve the creation and issue of the GC Convertible Note and the issue of Conversion Shares falling to be issued upon exercise of the conversion rights attaching to the GC Convertible Note. Conditional Placing Agreement The Company and the Placing Agent entered into the Placing Agreement on 28 January 2005 which was supplemented by a supplemental agreement entered into between the parties on 4 February 2005, pursuant to which, the Placing Agent has agreed to place, on a fully underwritten basis, to not fewer than six independent institutional, corporate and/or individual investors the Underwritten Convertible Notes in the principal amount of HK$40,000,000. The Underwritten Convertible Notes will carry a right to convert into New Shares at any time from the Issue Date but before the Maturity Date at the Initial Conversion Price of HK$0.18 per New Share. The placing of the Underwritten Convertible Notes is conditional upon, among other things, completion of the Capital Reorganisation and the Stock Exchange granting the listing of, and permission to deal in, the Conversion Shares and the passing of the relevant resolutions at the SGM to approve the Placing Agreement, the creation and issue of the Underwritten Convertible Notes and the issue of the Conversion Shares falling to be issued upon exercise of the conversion rights attaching to the Underwritten Convertible Notes. No application will be made for the listing of the Convertible Notes. Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares falling to be issued upon exercise of the conversion rights attaching to the Convertible Notes. A circular containing further details of the Capital Reorganisation, free exchange of share certificates following the Capital Reorganisation, the change in board lot size, the trading arrangement and matching service, the Subscription Agreement, the Placing Agreement, the issue of the Convertible Notes and the issue of Conversion Shares upon exercise of the conversion rights attaching to the Convertible Notes together with a notice to convene the SGM will be sent to the Shareholders as soon as practicable. To the best of knowledge of the Directors, no Shareholders and their associates have any interests in the Capital Reorganisation, the Subscription Agreement and the Placing Agreement which are different from other Shareholders, hence, no Shareholders are required to abstain from voting in respect of the resolutions to be proposed at the SGM. Shareholders should note that completion of the Subscription Agreement and the Placing Agreement are conditional. Shareholders and potential investors should exercise caution when dealing in the Shares. At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 27