09:28 EAGLE NICE<02368> - Announcement & Resumption (2) (2) Barits Securities (Hong Kong) Limited (which is not a connected person (as defined in the Listing Rules) of Eagle Nice). Time Easy holds 148,500,000 Eagle Nice Shares, representing approximately 43.68% of the existing issued share capital of Eagle Nice. Upon completion of the Vendor Placing and on the basis that all the Vendor Placing Shares are placed by the Placing Agent, Time Easy's interest in Eagle Nice will be reduced to 126,500,000 Eagle Nice Shares, representing approximately 37.21% of the existing issued share capital of Eagle Nice. Placees: Not less than 6 placees. The placees of the Vendor Placing will be independent investors who are not and will not after completion of the Vendor Placing be connected or acting in concert with the connected persons (as defined in the Listing Rules) of Eagle Nice. Number of Vendor Placing Shares: 22,000,000 Eagle Nice Shares, representing approximately 6.47% of the existing issued share capital of Eagle Nice. Placing Price: HK$4.125 per Vendor Placing Share, representing a discount of approximately 5.71% to the closing price of HK$4.375 per Eagle Nice Share as quoted on the Stock Exchange on 3 March 2005, being the last day of trading in the Eagle Nice Shares prior to the release of this announcement. Conditions of the Vendor Placing: The Vendor Placing is conditional upon, inter alia, there having been, prior to completion of the Placing, no material breach of the representations, warranties and undertakings given by Time Easy. Completion of the Vendor Placing: Completion of the Vendor Placing is currently expected to take place on 7 March 2005. PUBLIC FLOAT UNDERTAKING As stated in the announcement issued by Eagle Nice dated 28 February 2005, one of the remaining unfulfilled conditions of the Amendment Agreement is the compliance by Mr. Chung and Time Easy with the undertaking (the "Public Float Undertaking") that within 45 days (or such other date as may be agreed by Eagle Nice, Mr. Chung, Time Easy, the Subscriber and Yue Yuen) after the date of obtaining the approvals from the Independent Eagle Nice Shareholders by way of a poll at the EGM on the Amendment Agreement and the New Whitewash Waiver, they will ensure that the public float of the Eagle Nice Shares is increased to such extent so that immediately upon full conversion of the Convertible Note, the public float of the Eagle Nice Shares (as required under the Listing Rules from time to time) will not be breached. The following table sets out the shareholding structure of Eagle Nice (i) as at the date of this announcement; (ii) immediately upon completion of the Vendor Placing; and (iii) immediately upon completion of the Vendor Placing and the Early Conversion: Immediately upon completion of the Immediately upon Vendor Placing (Note)