09:45     GET NICE<00064> - Announcement & Resumption of Trading (5)          

    Completion of the Subscription Agreements will take                       
    place on or before the third Business Day after                           
    satisfaction of all the conditions listed above, which                    
    are expected to be fulfilled on the Longstop Date. If                     
    any of the above conditions has not been satisfied or,                    
    as to those conditions under (3) and (4) above, waived                    
    by the Subscribers on or before such date, the                            
    Subscription Agreements shall lapse.                                      
                                                                              
    REASONS FOR THE ISSUE OF THE CONVERTIBLE BONDS                            
    The Directors consider that the issue of the                              
    Convertible Bonds is an appropriate means of raising                      
    additional capital for the Company since (i) it will                      
    not have an immediate dilution effect on the                              
    shareholding of the existing shareholders of the                          
    Company and (ii) if the conversion rights attached to                     
    the Convertible Bonds are exercised, the shareholder                      
    base of the Company will be enlarged and the financial                    
    position of the Group strengthened with further                           
    capital to the Group for its existing businesses and                      
    future business development.                                              
                                                                              
    The Directors, including the independent                                  
    non-executive Directors, also consider that the terms                     
    of each of the Subscription Agreements, which was                         
    arrived at after arm's length negotiation between the                     
    Company and the relevant Subscribers, are fair and                        
    reasonable and are in the interests of the Company and                    
    its Shareholders as a whole.                                              
                                                                              
    The Company has not undertaken any fund raising                           
    activities within the 12 months immediately prior to                      
    the date of this announcement other than the                              
    following:                                                                
                                                                              
    (A)   the top-up placing which comprises (i) the                          
    placing of an aggregate of 60,000,000 existing Shares                     
    beneficially owned by Honeylink and (ii) the top-up                       
    subscription in respect of an aggregate of 60,000,000                     
    new Shares. The top-up placing was announced by the                       
    Company on 5 January 2005. The net proceeds from the                      
    top-up placing of approximately HK$106 million were                       
    as at the date hereof fully utilised as general working                   
    capital of the Group; and                                                 
                                                                              
    (B)   the proposed issue (subject to the approval of                      
    the Shareholders at an extraordinary general meeting                      
    of the Company to be convened and held prior to the                       
    EGM to approve, among other matters, the Steppington                      
    SP Agreement and the issue of the HK$80m Convertible                      
    Note) of the HK$80M Convertible Note for funding part                     
    of the consideration for the proposed acquisition of                      
    the entire issued share capital of Steppington as                         
    announced by the Company on 29 December 2004.                             
                                                                              
    USE OF PROCEEDS                                                           
    The estimated net proceeds raised from the issue of                       
    the Convertible Bonds is approximately HK$199,800,000,                    
    after deducting professional fees and all related                         
    expenses. The Company has no specific plans for the                       
    use of such proceeds save for funding the Group's                         
    general working capital requirements.                                     
                                                                              
    SHARE CAPITAL                                                             
    As at the date of this announcement, the issued                           
    ordinary share capital of the Company is HK$39,000,000                    
    comprising 390,000,000 Shares. In addition, there                         
    will be, (subject to the approval of the Shareholders                     
    at an extraordinary general meeting of the Company to                     
    be convened to approve, among other matters, the                          
    Steppington SP Agreement and the issue of the HK$80M                      
    Convertible Note),the HK$80M Convertible Note which                       
    may be convertible up to 61,538,462 new Shares at the                     
    conversion price of HK$1.30 each per Share (subject                       
    to adjustment and upon the terms of issue thereof) as                     
    part consideration for the proposed acquisition of the                    
    entire issued share capital of Steppington as                             
    announced by the Company on 29 December 2004.                             
                                                                              
    IMPACT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY                       
    The effect on the shareholding structure of the                           
    Company upon full conversion of the Convertible Bonds                     
    and the HK$80M Convertible Note are as follows:                           
                                                                              
    Scenario 1 (Assuming full conversion of the                               
    Convertible Bonds within the first 12 months from the                     
    Issue Date at the 1st Fixed Conversion Price of HK$1.80                   
    per Share and the HK$80M Convertible Note at the                          
    conversion price of HK$1.30)