09:26     NIPPON ASIA INV<00603>-Announcement&Resumption of Trading(10        

    (c)     (if required) the Bermuda Monetary Authority having granted       
    its permission for the issue of the Underwritten Convertible              
    Notes and the free transferability of the Conversion Shares which         
    may fall to be issued upon exercise of the conversion rights              
    attaching to the Underwritten Convertible Notes; and                      
                                                                              
    (d)     the Listing Committee of the Stock Exchange granting (either      
    unconditionally or subject to conditions to which the Company             
    objects) listing of and permission to deal in the Conversion              
    Shares.                                                                   
                                                                              
    If the conditions are not fulfilled on or prior to 3 months from          
    the date of the Placing Agreement or such later date as may be            
    agreed between the Placing Agent and the Company, the Placing             
    Agreement will lapse and become null and void.                            
                                                                              
    The completion of the Subscription Agreement and the Placing              
    Agreement are not inter-conditional.                                      
                                                                              
    Reasons for the proposed issue of the Convertible Notes and use           
    of proceeds                                                               
                                                                              
    The estimated net proceeds from the issue of the Convertible              
    Notes will be approximately HK$60.7 million, which is, together           
    with the unutilised proceeds from previous fund raising                   
    activities of approximately HK$47.9 million (HK$15.5 million              
    from the issue of ICP Convertible Notes, the remaining HK$2.9             
    million from the issue of CPC and icoupon Convertible Notes,              
    and the remaining HK$29.5 million from the issue of 2,048,368,284         
    rights shares), intended to be utilised for the possible                  
    acquisition of a majority stake (51%) in Shanghai Holdfast                
    Science & Technology Co., Ltd. ("Shanghai Holdfast"). A                   
    non-legally binding Memorandum of Understanding in relation to            
    the proposed acquisition of Shanghai Holdfast ("Acquisition")             
    was executed on 20 October 2004, details of which were set out            
    in the Company's announcement dated 20 October 2004 pursuant              
    to rule 13.09 of the Listing Rules. The due diligent exercises            
    on Shanghai Holdfast are still carrying on, providing the due             
    diligent results are satisfied, the consideration will be based           
    on the estimated business value as at 31 December 2004 for the            
    2004 financial year calculated by applying a P/E ratio ranging            
    from 8 to 15 to the net profit of Shanghai Holdfast for the               
    financial year ended 31 December 2004. The final terms and                
    conditions of the Acquisition (including the final consideration          
    and settlement of the consideration) will be subject to further           
    negotiation. Should the final terms and conditions for the                
    Acquisition be concluded which is expected to be in March 2005,           
    a final and definitive agreement will be entered which may result         
    in a notifiable transaction under the Listing Rules, further              
    announcement will be made as and when appropriate. If the                 
    existing available fund is not sufficient for the Acquisition,            
    the Directors may consider further fund raising activities.               
                                                                              
    In case that the Acquisition does not proceed, or there is                
    proceeds remained after the Acquisition, the proceeds/remaining           
    proceeds will be preserved, and the application may be firstly            
    for investments projects in relation to internet and information          
    technology or secondly for other suitable investments projects            
    which are generally in line with the Group's existing business,           
    and/or thirdly for general working capital. The Directors are             
    unable to decide on whether the further investments of the Group          
    will be active or passive investments which will depend on                
    factors like amount invested, percentage of interest acquired,            
    the nature of business invested, whether the Company has the              
    expertise in that specific business, and the negotiation of terms         
    between the parties. As at the date of this announcement, no              
    other potential investments except Shanghai Holdfast are