09:25     NIPPON ASIA INV<00603>-Announcement&Resumption of Trading(6)        

    Completion of the Subscription Agreement shall take place within          
    five Business Days following the date on which the conditions             
    thereto are fulfilled.                                                    
                                                                              
    Conditional Placing Agreement                                             
                                                                              
    Date:   28 January 2005 and 4 February 2005                               
                                                                              
    Issuer: the Company                                                       
                                                                              
    Placing Agent:  Kingston Securities Limited                               
                                                                              
    The Placing Agent has conditionally agreed with the Company 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 Placing Agent will receive a placing         
    commission of 2.5% on the gross proceeds of the placing of the            
    Underwritten Convertible Notes in accordance with the aggregate           
    amount underwritten by the Placing Agent, which was arrived at            
    after arm's length negotiations between the Company and the               
    Placing Agent.                                                            
                                                                              
    The Placing Agent and its ultimate beneficial owners are not              
    connected persons of the Company and are third parties                    
    independent of the Company and its connected persons as well              
    as the Subscriber and its ultimate beneficial owner.                      
                                                                              
    Placees                                                                   
                                                                              
    The Placing Agent will place the Underwritten Convertible Notes           
    to not fewer than six Placees, each of whom and whose ultimate            
    beneficial owners (i) are not connected persons (as defined in            
    the Listing Rules) of the Company; and (ii) is independent of             
    and not connected with the Company and its connected persons,             
    the other Placees, the Subscriber and their respective ultimate           
    beneficial owners. The Conversion Shares will be issued pursuant          
    to the passing of the relevant resolutions at the SGM. No Placees         
    will become substantial Shareholders upon full exercise of the            
    conversion rights attaching to the Underwritten Convertible               
    Notes and the GC Convertible Note.                                        
                                                                              
    Completion                                                                
                                                                              
    Completion of the Placing Agreement shall take place on the third         
    Business Day following the date on which the conditions thereto           
    are fulfilled.                                                            
                                                                              
    Terms of the Convertible Notes                                            
                                                                              
    Initial Conversion Price:       HK$0.18 per New Share, subject to         
    adjustment by reason of any consolidation or subdivision such             
    that the par value of a Share becomes of a different nominal              
    amount.                                                                   
                                                                              
    The Initial Conversion Price (taking into account of the Share            
    Consolidation becoming effective) was determined on an arm's              
    length basis between the Company and the Subscriber, and between          
    the Company and the Placing Agent, with reference to the trading          
    price of the Shares.                                                      
                                                                              
    The initial conversion price (before taking into account of the           
    Share Consolidation becoming effective) of HK$0.018 represents:           
    (i) the closing price of HK$0.018 per Share as quoted on the              
    Stock Exchange on 26 January 2005, being the last trading day             
    prior to the date of this announcement; (ii) a premium of                 
    approximately 1.11% to the average closing price of the Shares            
    of HK$0.0178 per Share as quoted on the Stock Exchange for the            
    5 trading-day period ended on 26 January 2005 (inclusive); and            
    (iii) a discount of 10% over the net asset value of HK$0.02 per           
    Share as at 31 July 2004.