10:05 EZCOM HOLDINGS<00312> - Announcement (2) mandate, the Company may issue 122,293,443 new Shares (representing 20% of the number of issued Shares as at 23 September 2004) and 86,700,000 new Shares have been issued under the said general mandate up to the date hereof. Parties Subscribers Name Number of Shares (i) Pang Ming 5,000,000 (ii) Mang Sheung Ling 7,500,000 (iii) Lam Siu Ki 2,000,000 (iv) Wong Yim Wah 1,000,000 (v) Lam Mau 4,000,000 (vi) Lui Yuk Lan 3,000,000 (vii) Cheung Chun Sek 8,000,000 (viii) Tu Betty Bao Hua 5,000,000 Total 35,500,000 There will be no board representation to the Company made by the Subscribers in connection with the Subscription. The Subscribers have confirmed to the Company that they have no shareholding in the Company prior to the Subscription. To the best of the Directors' knowledge, the Subscribers are not connected with each other. All the eight (8) Subscription Agreements have same terms and conditions and each of the Subscribers will pay in full the aggregate Subscription Price to the Company in cash within 3 days after the date of the Subscription Agreements. Independence of the Subscribers The Subscribers are not connected persons of the Company and are independent of, and are 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$0.114 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 price and the terms of the Subscription Agreements were arrived at after arm's length negotiations between the Company and the Subscribers on 7 April 2005. Completion of Subscription