09:27     EZCOM HOLDINGS<00312> - Announcement (2)                            

    annual general meeting of the Company held on 23                          
    September 2004. Pursuant to the said general mandate,                     
    the Company may issue 122,293,443 new Shares                              
    (representing 20% of the number of issued Shares as                       
    at 23 September 2004) and 66,700,000 new Shares have                      
    been issued under the said general mandate up to the                      
    date hereof.                                                              
                                                                              
    Parties                                                                   
    Subscriber                                                                
    Mr. Ip Cheng Kuong                                                        
                                                                              
    There will be no board representation to the Company                      
    made by the Subscriber in connection with the                             
    Subscription. The Subscriber has confirmed to the                         
    Company that he has no shareholding in the Company                        
    prior to the Subscription.                                                
                                                                              
    The Subscriber will pay in full the aggregate                             
    Subscription Price to the Company within 5 days after                     
    the date of the Subscription Agreement.                                   
                                                                              
    Independence of the Subscriber                                            
    The Subscriber is not connected person of the Company                     
    and is independent of, and is not connected with, and                     
    not acting in concert with the directors, chief                           
    executives and substantial shareholders of the                            
    Company and any of its subsidiaries or any of their                       
    respective associates (as defined in the Listing                          
    Rules).                                                                   
                                                                              
    Price                                                                     
    The price of HK$0.15 per Subscription Share                               
    represents:                                                               
                                                                              
    (i)     a discount of approximately 16.67% to the                         
    closing price of HK$0.180 per Share as quoted on the                      
    Stock Exchange on 28 February 2005, being the last                        
    trading day prior to the entering into of the                             
    Subscription Agreement;                                                   
                                                                              
    (ii)    a discount of approximately 16.20% to the                         
    average closing price of HK$0.179 per Share for the                       
    five consecutive trading days up to and including 28                      
    February 2005;                                                            
                                                                              
    (iii)   a discount of approximately 17.72% to the                         
    average closing price of HK$0.182 per Share for the                       
    ten consecutive trading days up to and including 28                       
    February 2005; and                                                        
                                                                              
    (iv)    a discount of approximately 40.69% to the                         
    average closing price of HK$0.253 per Share for the                       
    thirty consecutive trading days up to and including                       
    28 February 2005.                                                         
                                                                              
    The price and the terms of the Subscription Agreement                     
    were arrived at after arm's length negotiations                           
    between the Company and the Subscriber on 28 February                     
    2005.                                                                     
                                                                              
    Completion of Subscription                                                
    Completion of the Subscription Agreement are                              
    conditional on the Stock Exchange granting listing                        
    of and permission to deal in the Subscription Shares                      
    and shall take place on or before 15 March, 2005, or                      
    such later date as the parties may agree in writing.                      
                                                                              
    Reason for the Subscription                                               
    The Company is an investment holding company and its                      
    subsidiaries are principally engaged in the trading                       
    of mobile phones and spare parts. As mentioned in the                     
    press announcements of the Company dated 18 November                      
    2004 and 22 December 2004, the