09:46     GET NICE<00064> - Announcement & Resumption of Trading (7)          

    3.   Sino Pearl (or its nominee) will, 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                    
    as announced by the Company on 29 December 2004, be                       
    the holder of the HK$80M Convertible Note.                                
                                                                              
    4.   The Independent Subscribers are Independent                          
    Third Parties.                                                            
                                                                              
    Upon exercise in full or partially of the conversion                      
    rights attaching to the Convertible Bonds by holders                      
    of the Convertible Bonds, there may be implication                        
    under the Takeovers Code.                                                 
                                                                              
    To the best knowledge, information and belief of the                      
    Directors, the issue of the Convertible Bonds will not                    
    introduce any new substantial Shareholder assuming                        
    the Convertible Bonds are converted in full as at the                     
    date of this announcement.                                                
                                                                              
    APPLICATION FOR LISTING                                                   
    No application will be made for the listing of, or                        
    permission to deal in, the Convertible Bonds on the                       
    Stock Exchange or any other stock exchange. The                           
    Company will apply to the Listing Committee of the                        
    Stock Exchange for the listing of, and permission to                      
    deal in, the Conversion Shares which may fall to be                       
    issued pursuant to the Convertible Bonds.                                 
                                                                              
    CONNECTED TRANSACTIONS, EGM AND GENERAL MANDATE                           
    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. An independent board committee will be                           
    appointed to advise the shareholders of the Company                       
    (other than Mr Hung, Mr Cham and their respective                         
    associates) on the fairness and reasonableness of the                     
    Connected Transactions. Independent financial                             
    advisers will also be appointed to advise the                             
    independent board committee in such connection.                           
                                                                              
    The Board was granted the Existing General Mandate at                     
    the First 2005 EGM of the Company held on 15 February                     
    2004 to allot, issue and otherwise deal in up to                          
    78,000,000 Shares, representing 20% of the share                          
    capital of the Company in issue on the date of the First                  
    2005 EGM. The Existing General Mandate has not been                       
    exercised at all as at the date of this announcement.                     
    The Conversion Shares will not be issued under the                        
    Existing General Mandate, but the Company will seek                       
    the grant of a special mandate (which is in addition                      
    to, and will not prejudice nor revoke the Existing                        
    General Mandate) to allot and issue Shares to satisfy                     
    the exercise of conversion rights attached to the                         
    proposed convertible bonds at the EGM.                                    
                                                                              
    An EGM will be convened and held for the purpose of                       
    considering and if thought fit approving:                                 
                                                                              
    (i)   the creation and issue of the Convertible Bonds                     
    (in respect of which Mr Hung, Mr Cham and their                           
    respective associates will abstain from voting in                         
    respect of the relevant resolutions at the EGM will                       
    be taken by way of a poll);                                               
                                                                              
    (ii)   the Connected Transactions and the creation and                    
    issue of the Convertible Bonds in connection therewith;                   
    and                                                                       
                                                                              
    (iii)   the issue and allotment of additional shares                      
    in the Company that are required to satisfy the                           
    exercise of the conversion rights in full attaching                       
    to the Convertible Bonds, which will be allotted and                      
    issued under the special mandate to be sought from the                    
    Shareholders at the EGM.                                                  
                                                                              
    An announcement will be made by the Company on the                        
    business day immediately following the conclusion of                      
    the EGM to inform the Shareholders and the public of                      
    the results of the EGM.