09:44     GET NICE<00064> - Announcement & Resumption of Trading (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.                                                     
                                                                              
    GET NICE HOLDINGS LIMITED                                                 
    (Incorporated in the Cayman Islands with limited                          
    liability)                                                                
    (Stock Code: 64)                                                          
                                                                              
    (A) PROPOSED ISSUE OF HK$200 MILLION THREE (3) PER CENT.                  
    CONVERTIBLE BONDS DUE 2008,                                               
    A PORTION OF WHICH (IN THE AGGREGATE SUM OF HK$110                        
    MILLION) TO BE SUBSCRIBED BY CONNECTED PERSONS                            
    (B) CONNECTED TRANSACTIONS                                                
    (C) GRANT OF SPECIAL MANDATE                                              
    AND                                                                       
    (D) RESUMPTION OF TRADING                                                 
                                                                              
    Summary                                                                   
    (A)   Proposed issue of the HK$200,000,000 three (3)                      
    per cent. convertible bonds due 2008 and connected                        
    transaction as constituted by proposed subscription                       
    of a portion of the bonds (in the aggregate sum of                        
    HK$110 million) by connected persons                                      
    On 22 February 2005, the Company entered into several                     
    conditional subscription agreements with five                             
    subscribers, pursuant to which the Company has agreed                     
    to issue and the subscribers have agreed to subscribe                     
    for the 3% convertible bonds due 2008 in the aggregate                    
    principal amount of HK$200,000,000.                                       
                                                                              
    Of the five subscribers, Honeylink is solely owned by                     
    Mr Hung Hon Man and Chambray by Mr Cham Wai Ho Anthony.                   
    Honeylink and Chambray have agreed to subscribe for                       
    portions of HK$100 million and HK$10 million,                             
    respectively, of the convertible bonds. As Mr Hung is                     
    a substantial shareholder and an executive director                       
    of the Company and Mr Cham is a director of the Company,                  
    the subscription agreements made by the Company with                      
    Honeylink and Chambray and the related transactions                       
    constitute connected transactions for the Company                         
    under Chapter 14A of the Listing Rules and are thus                       
    required to be approved by the independent                                
    shareholders of the Company.                                              
                                                                              
    To the best of the knowledge, information and belief                      
    of the directors of the Company having made all                           
    reasonable enquiries, each of the other three                             
    subscribers and its existing ultimate beneficial                          
    owners (if applicable) is an Independent Third Party.                     
                                                                              
    The convertible bonds are convertible into new shares                     
    of HK$0.10 each in the Company at the conversion price                    
    and on the terms detailed below in this announcement.                     
                                                                              
    The subscription agreements and the terms of the                          
    convertible bonds have been arrived at after arm's                        
    length negotiations and are on normal commercial terms.                   
    The directors (including the independent                                  
    non-executive directors) of the Company consider                          
    those terms to be fair and reasonable and in the                          
    interest of the Company and its shareholders as a                         
    whole.                                                                    
                                                                              
    (B)   Connected Transactions                                              
    Honeylink is solely owned by Mr Hung Hon Man and                          
    Chambray by Mr Cham Wai Ho Anthony. Mr Hung is a                          
    substantial shareholder to and a director of the                          
    Company, while Mr Cham is an executive director of the                    
    Company. Each of the Honeylink Subscription Agreement                     
    and Chambray Subscription Agreement thus constitutes                      
    a connected transaction for the Company under Chapter                     
    14A of the Listing Rules and is required to be approved                   
    by the independent shareholders of the Company.                           
                                                                              
    Listing                                                                   
    The Company will apply to the Listing Committee of The                    
    Stock Exchange of Hong Kong Limited for the listing                       
    of, and permission to deal in, the Company's shares                       
    which may fall to be issued upon exercise of the                          
    conversion rights attached to the convertible bonds.