09:24     NIPPON ASIA INV<02970> - Announcement                               

    The Stock Exchange of Hong Kong Limited takes no responsibility           
    for the contents of this announcement, makes no representation            
    as to its accuracy or completeness and expressly disclaims any            
    liability whatsoever for any loss howsoever arising from or in            
    reliance upon the whole or any part of the contents of this               
    announcement.                                                             
                                                                              
    Nippon Asia Investments Holdings Limited                                  
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 603)                                                         
                                                                              
    RESULTS OF SPECIAL GENERAL MEETING                                        
    AND                                                                       
    EFFECTIVE DATE OF CAPITAL REORGANISATION                                  
                                                                              
    The Board is pleased to announce that all the resolutions as              
    set out in the SGM Notice were duly passed at the SGM.                    
                                                                              
    The Board also announces that the effective date of the Capital           
    Reorganisation is 6 April 2005.                                           
                                                                              
    Reference is made to the notice (the "SGM Notice") convening              
    the special general meeting of the Company held on 4 April 2005           
    (the "SGM") as set out in the circular of the Company dated 11            
    March 2005 (the "Circular"). Unless otherwise stated, terms used          
    herein shall have the same meanings as those defined in the               
    Circular.                                                                 
                                                                              
    RESULTS OF SGM                                                            
                                                                              
    The Board is pleased to announce that the resolutions approving           
    the Capital Reorganisation; the execution of the Subscription             
    Agreement made between the Company and the Subscriber in respect          
    of the subscription of the GC Convertible Note in the principal           
    amount of JPY290,000,000 (i.e. equivalent to HK$21,750,000) and           
    the allotment and issue of 120,833,333 New Shares of HK$0.01              
    each upon exercise of the conversion rights attaching to the              
    GC Convertible Note; and the execution of the Placing Agreement           
    made between the Company and Kingston Securities Limited in               
    respect of the placing of the Underwritten Convertible Notes              
    in the principal amount of HK$40,000,000 and the allotment and            
    issue of 222,222,222 New Shares of HK$0.01 each upon exercise             
    of the conversion rights attaching to the Underwritten                    
    Convertible Notes as set out in the SGM Notice were duly passed           
    on a show of hands at the SGM. Computershare Hong Kong Investor           
    Services Limited was appointed as the scrutineer at the SGM.              
                                                                              
    CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE                       
                                                                              
    The Board also announces that the effective date of the Capital           
    Reorganisation is 6 April 2005 and that with effect from the              
    same date, the board lot size for trading in the shares of the            
    Company will be changed from 2,000 Shares to 20,000 New Shares.           
                                                                              
    CHANGE OF SHARE CERTIFICATE                                               
                                                                              
    The existing share certificate for the Share of HK$0.025 each             
    in the capital of the Company in light red will be changed to             
    new share certificate for the New Share of HK$0.01 each in the            
    capital of the Company in light blue.                                     
                                                                              
    Please refer to the Circular and the announcement of the Company          
    dated 17 February 2005 for the timetable and details of the               
    Capital Reorganisation, change in board lot size, free exchange           
    of share certificates and matching service.                               
                                                                              
    As at the date of this announcement, the Board comprises six              
    executive directors, namely Mr Wong Kui Shing, Danny,                     
    Mr Masanori Suzuki, Mr Eiji Sato, Mr Wong King Shiu, Daniel,              
    Mr Kan Kwok Shu and Mr Lin Che Chu, George; and three independent         
    non-executive directors, namely Mr Cheung Man Yau, Timothy, Mr            
    Chuk Che Shing and Mr Kim Kwi Nam, Takao.                                 
                                                                              
    By Order of the Board                                                     
    Nippon Asia Investments Holdings Limited                                  
    Wong Kui Shing, Danny                                                     
    Chairman                                                                  
    Hong Kong, 4 April 2005