09:44     GET NICE<00064> - Announcement & Resumption of Trading (3)          

    To the best of the knowledge, information and belief                      
    of the Directors having made all reasonable enquiries,                    
    each of the Independent Subscribers and its existing                      
    ultimate beneficial owners (if applicable) are                            
    Independent Third Parties.                                                
                                                                              
    PRINCIPAL TERMS OF THE CONVERTIBLE BONDS                                  
    The principal terms of the Convertible Bonds were                         
    determined after arm's length negotiations between                        
    the relevant parties and are summarized below:                            
                                                                              
    Principal amount:   Up to the aggregate principal                         
    amount of HK$200 million (which, if the conversion                        
    rights attaching to the Convertible Bonds are                             
    exercised in full at the Conversion Price of HK$1.80                      
    per Share, may result in the issue of 111,111,111                         
    Shares (representing about 28.49% of the existing                         
    issued share capital of the Company and about 22.17%                      
    of the enlarged issued share capital of the Company                       
    (without taking into account the Shares which may be                      
    issued upon the exercise of conversion rights                             
    attaching to the HK$80M Convertible Note) and about                       
    19.75% of the enlarged issued share capital of the                        
    Company (after taking into account the Shares which                       
    may be issued upon the exercise of conversion rights                      
    attaching to the HK$80M Convertible Note)), and the                       
    impact on the shareholding structure of the Company                       
    are set out in the paragraph headed "Impact on the                        
    Shareholding Structure of the Company" below).                            
                                                                              
    Interest:   three (3) per cent. per annum payable                         
    semi-annually in arrears on 30 June and 31 December                       
    in each year, with the first interest payment date                        
    falling on 30 June 2005                                                   
                                                                              
    Maturity Date:   The third anniversary of the date of                     
    issue of the Convertible Bonds                                            
                                                                              
    Conversion Right:                                                         
    The Convertible Bonds are convertible in whole or in                      
    part into new Shares at any time from the Issue Date                      
    at the Conversion Price, subject to adjustment for,                       
    among other matters, subdivision or consolidation of                      
    Shares, bonus issues, capital reduction, rights issue                     
    and other events which have diluting effects on the                       
    issued share capital of the Company. Any conversion                       
    shall be made in amounts of not less than a whole                         
    multiple of HK$1,000,000 and no fraction of a Share                       
    shall be issued on conversion.                                            
                                                                              
    Conversion Price:                                                         
    The conversion price at which each Share shall be                         
    issued upon exercise of the Conversion Right shall be,                    
    at the option of the converting Bondholder, as follows                    
    (subject to adjustment):                                                  
                                                                              
    (a)   within the first 12 months from the Issue Date   :                  
    HK$1.80 ("1st Fixed Conversion Price")                                    
                                                                              
    (b)   within the next 12 months from the first                            
    anniversary of the Issue Date   :   HK$2.30 ("2nd                         
    Fixed Conversion Price")                                                  
                                                                              
    (c)   within the next 12 months from the second                           
    anniversary of the Issue Date   :   HK$2.80 ("3rd                         
    Fixed Conversion Price")                                                  
                                                                              
    The 1st, 2nd and 3rd Fixed Conversion Prices were                         
    arrived at after arm's length negotiations between the                    
    relevant parties and with reference to the market                         
    price of the Shares. The 1st, 2nd and the 3rd Fixed                       
    Conversion Prices represent a discount of 4.26%, a                        
    premium of 22.34% and a premium of 48.94% respectively                    
    to the closing price of HK$1.88 per Share as quoted                       
    on the Stock Exchange on 17 February 2005, being the                      
    last trading day immediately before the date of the                       
    Subscription Agreements. The 1st, 2nd and the 3rd                         
    Fixed Conversion Price represents a premium of                            
    approximately 18.19%, 51.02% and 83.85% respectively                      
    to the average closing price of the Shares of HK$1.523                    
    per Share for the 10 trading-day period ended on 17                       
    February 2005 (inclusive).