09:28     EZCOM HOLDINGS<00312> - Announcement (3)                            

    Group is in preliminary discussions with certain                          
    independent third parties relating to the possible                        
    participation in certain gambling-related projects                        
    in Macau and Hong Kong but no material terms have been                    
    finalized as at the date hereof.                                          
                                                                              
    The Directors consider the Subscription to be                             
    beneficial to the Company as it will strengthen the                       
    financial position and broaden the shareholders base                      
    of the Company and raise funds mainly for expanding                       
    its existing business of distribution of mobile                           
    phones and strengthening its distribution network in                      
    China. The Board considers the dilution of the                            
    percentage shareholding of the existing Shareholders                      
    by 2.75% on an enlarged basis to be acceptable. The                       
    Directors including independent non-executive                             
    Directors of the Company are of the view that the terms                   
    of the Subscription Agreement and the price, which                        
    were arrived at after arm's length negotiation, are                       
    fair and reasonable so far as the Shareholders are                        
    concerned and are in the interests of the Company and                     
    the Shareholders as a whole.                                              
                                                                              
    Ranking and rights of Subscription Shares                                 
    The Subscription Shares, when fully paid, will rank                       
    pari passu in all respects with the existing Shares                       
    of the Company in issue, and holders of the                               
    Subscription Shares shall be entitled to receive all                      
    dividends and distributions (if any) declared, made                       
    or paid after date of issue.                                              
                                                                              
    Use of proceeds                                                           
    The gross proceeds from the Subscription amounted to                      
    approximately HK$3 million. The net proceeds from the                     
    Subscription, after netting off all fees and expenses                     
    to be borne by the Company (amounting to approximately                    
    HK$50,000), is approximately HK$2.95 million (with                        
    net issue price calculated to be approximately                            
    HK$0.1475 per Subscription Share). It is the present                      
    intention of the Directors to use the net proceeds                        
    from the Subscription mainly for expanding its                            
    existing business of distribution of mobile phones                        
    and strengthening its distribution network in China.                      
                                                                              
    Fund raising exercise by the Company in the past                          
    twelve months                                                             
    Save for the issue of 66,700,000 new shares (the                          
    "Previous Issue") as announced by the Company on 16                       
    February 2005, the Company has not conducted any fund                     
    raising exercise in the past twelve months.                               
                                                                              
    It is the present intention of the Directors to use                       
    the net proceeds from the Previous Issue mainly for                       
    expanding its existing business of distribution of                        
    mobile phones and strengthening its distribution                          
    network in China which has not yet been utilized for                      
    such purpose up to the date hereof.                                       
                                                                              
    Application for listing                                                   
    Application will be made by the Company to the Stock                      
    Exchange for the listing of, and permission to deal                       
    in, the Subscription Shares.                                              
                                                                              
    Changes in shareholding structure of the Company                          
    The shareholding structures of the Company                                
    immediately before and after completion of the                            
    Subscription are as follows:                                              
                                                                              
    Immediately     Immediately                                               
    before completion       after completion                                  
    of the Subscription     of the Subscription                               
    Shareholders    Agreement       Agreement                                 
    number of Shares                %               number of Share         %