09:47 GET NICE<00064> - Announcement & Resumption of Trading (9) "Chambray Subscription Agreement" the conditional subscription agreement dated 22 February 2005 and made between the Company and Chambray, in connection with subscription for a portion of the Convertible Bonds (in the sum of HK$10 million) "Company" Get Nice Holdings Limited (*), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange "Connected Transactions" the Honeylink Subscription Agreement and the Chambray Subscription Agreements together with the related transactions respectively contemplated thereby which constitute connected transactions for the Company under Chapter 14A of the Listing Rules "Convertible Bonds" the three (3)% convertible bonds in the aggregate principal sum of HK$200 million due 2008 to be issued by the Company under the Subscription Agreements "Conversion Right" the right of holder(s) of the Convertible Bonds to convert the whole or part of the principal amount of the Convertible Bonds into Shares subject to the terms and conditions thereof "Conversion Shares" new Shares which will fall to be allotted and issued upon conversion of the Convertible Bonds "Directors" the directors of the Company "EGM" the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the issue of the Convertible Bonds "Existing General Mandate" the general mandate granted to the Board at the First 2005 EGM to allot, issue and otherwise deal in up to 78,000,000 Shares "First 2005 EGM" the extraordinary general meeting of the Company held on 15 February 2005 "Group" the Company and its subsidiaries "HK$80M Convertible Note" the HK$80 million 3% convertible note due 2008 agreed to be issued by the Company to Sino Pearl (or its nominee) pursuant to the Steppington SP Agreement (as announced by the Company on 29 December 2004) "HK$" the lawful currency of Hong Kong "Honeylink" Honeylink Agents Limited, an investment holding company incorporated in the BVI with limited liability, the entire issue share capital of which is solely and beneficially owned by Mr Hung "Honeylink Subscription Agreement" the conditional subscription agreement dated 22 February 2005 and made between the Company and Honeylink, in connection with subscription for a portion of the Convertible Bonds (in the sum of HK$100 million) "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Independent Third Party" a party who is independent and is not connected with any of the directors, chief executives or substantial shareholders of the Company or any of its subsidiaries, or their respective associates "Independent Subscribers" Modern Power, Mr Li and Ms Chu, being the subscribers of portions of the Convertible Bonds in the aggregate sum of HK$90 million, who are Independent Third Party "Issue Date" the date of first issue of the Convertible Bonds "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Longstop Date" 15 April 2005 or such other date as the Company and the Subscribers shall agree in writing