09:59 CGD HOLDINGS<00162> - Announcement & Resumption (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. China Golden Development Holdings Limited * (Incorporated in Bermuda with limited liability) (Stock Code: 162) DISCLOSEABLE TRANSACTION ENTERING INTO AN AGREEMENT IN RELATION TO SHARING OF THE PROFITS OF A GAMING FACILITY The Board is pleased to announce that on 28 December 2004, the Participant, an indirect wholly-owned subsidiary of the Company, has entered into the Agreement with Mr. Cai and the Operator, pursuant to which, subject to satisfaction of certain conditions, the Participant will be entitled to share 20% of the net profits of the Gaming Facility for a period of 5 years commencing on 1 January 2005. The entering of the Agreement constitutes a discloseable transaction for the Company under the Listing Rules. A circular containing information regarding, among other matters, the Agreement will be despatched to the Shareholders as soon as practicable. Trading in the Shares was suspended with effect from 9:39 a.m. on 28 December 2004 at the request of the Company pending the release of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 5 January 2005. 1. THE AGREEMENT Date: 28 December 2004 Operator: Anglo View Limited, a company incorporated in the British Virgin Islands and is beneficially wholly-owned by Mr. Cai Guarantor: Mr. Cai Mr. Cai covenants with and guarantees to the Participant the timely performance of any or all of the Operator's obligations under the Agreement and he will indemnify the Participant against any loss or liability arising from the Operator's failure to do so. As at the date hereof, Mr. Cai holds 1.88% of the issued share capital of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquires, save for his aforesaid shareholding interest in the Company, the Operator and Mr. Cai are third parties independent of and not connected with the Company and its connected persons and are not connected persons of the Company. Participant: Ming Fai Princess Entertainment Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company. Subject matter of The Participant will be entitled to be paid 20% of the net profits (the