10:04 EZCOM HOLDINGS<00312> - Announcement (1) 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. EZCOM HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 312) SUBSCRIPTION FOR NEW SHARES SUMMARY The board of directors of Ezcom Holdings Limited (the "Company") wishes to announce that subscription agreements were entered into on 7 April, 2005 between the Company and eight (8) subscribers (the "Subscribers"), being independent third parties, pursuant to which the Company, will allot 35,500,000 shares of HK$0.01 each to the Subscribers at a price of HK$0.114 per Subscription Share. The price and the terms of the Subscription Agreements have been arrived at after arm's length negotiations between the Company and the Subscribers. The price of HK$0.114 per Subscription Share represents (i) a discount of approximately 19.72% to the closing price of HK$0.142 per Share as quoted on the Stock Exchange on 7 April 2005, being the date of the Subscription Agreements; (ii) a discount of approximately 19.38% to the average closing price of HK$0.141 per Share for the five consecutive trading days up to and including 6 April 2005; (iii) a discount of approximately 14.16% to the average closing price of HK$0.133 per Share for the ten consecutive trading days up to and including 6 April 2005; and (iv) a discount of approximately 24.84% to the average closing price of HK$0.152 per Share for the thirty consecutive trading days up to and including 6 April 2005. The gross proceeds from the Subscription amounted to approximately HK$4.05 million. The net proceeds from the Subscription of approximately HK$4 million will be applied mainly for general working capital purposes. The Subscription Shares amount to approximately 4.88% of the existing issued share capital of the Company and approximately 4.65% of its issued share capital as enlarged by the Subscription. Completion of the Subscription Agreements are conditional on the Stock Exchange granting listing of and permission to deal in the Subscription Shares and shall take place on or before 30 April 2005, or such later date as the parties may agree in writing. SUBSCRIPTION AGREEMENTS DATED 7 APRIL, 2005 Number of Shares to be Subscribed 35,500,000 new Shares The Subscription Shares amount to approximately 4.88% of the existing issued share capital of the Company and approximately 4.65% of the Company's issued share capital as enlarged by issue of the Subscription Shares. The Subscription Shares will be issued under the general mandate granted to the Directors at the annual general meeting of the Company held on 23 September 2004. Pursuant to the said general