09:36 THIZ TECHNOLOGY<08119> - Announcement & Resumption (1) This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. 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. THIZ TECHNOLOGY GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (Stock code: 8119) PROPOSED ISSUE OF UNLISTED NON-VOTING CONVERTIBLE PREFERENCE SHARES TO INDEPENDENT THIRD PARTIES The Board is pleased to announce that on 7 April 2005, the Company and the Subscribers entered into a conditional Subscription Agreement for the subscription of an aggregate of 400,000,000 Preference Shares at the issue price of HK$0.013 each. To the best of the Directors' knowledge, information and belief after having made all reasonable enquires, the Subscribers are independent of and not connected with any directors, chief executive, substantial shareholders or management shareholders of the Company and its subsidiaries and any of their respective associates (as defined under the GEM Listing Rules). The Subscription Shares to be issued by the Company to the Subscribers under the Subscription Agreement are non-voting convertible preference shares of the Company. Details of the rights, privileges and restrictions of the Preference Shares are set out in the Company's articles of association and its circular dated 7 July 2004. The Preference Shares to be issued by the Company are convertible into the Ordinary Shares of the Company at a conversion ratio of one Ordinary Share for One Preference Share. The Preference Shares rank in priority to Ordinary Shares as to the return of capital, but carry no voting right at general meetings of the Company. Besides, the Preference Shares are perpetual in nature and a 2% fixed cumulative dividend per annum at its issue price will be paid by the Company. The Conversion Shares which fall to be issued upon the conversion of the Subscription Shares will be issued under the general mandate granted by the shareholders of the Company to the Board on 5 August 2004. A maximum of 400,000,000 Conversion Shares will be issued, representing approximately 13.06% and 11.56% of the existing and enlarged issued share capital of the Company respectively. The issue of the Preference Shares will upon Completion, raise HK$5,200,000. It is estimated that the net proceeds from the Subscription will amount to approximately HK$5,200,000, of which HK$2,000,000 will be used to develop and promote the Group's VoIP business and the remaining HK$3,200,000 will be used as additional general working capital of the Group. The issue of the Subscription Shares is conditional on the fulfillment of the condition that the Stock Exchange granting the listing of and permission to deal in the Conversion Shares on GEM. The Company will make an application to the Listing Committee of GEM for the listing of and the permission to deal in the Conversion Shares on GEM. No application will be made for the listing of the Subscription Shares on GEM or any other stock exchange. At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 8 April 2005 pending the issue of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 11 April 2005. By the order of the Board Thiz Technology Group Limited Lin Chien Hsin Chairman Hong Kong, 8 April 2005 This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief (i) the information contained in this announcement is accurate and complete in all material respects and not misleading;