10:00 CGD HOLDINGS<00162> - Announcement & Resumption (2) the Agreement: "Pro Rata Entitlement") of the Gaming Facility for a period of 5 years commencing on 1 January 2005. The Pro Rata Entitlement shall be payable semi-annually and within 30 days after the end of each half-year. The Participant has the right to inspect the books and records and audit the accounts of the Operator during the continuance of the Agreement and the two years following the expiry or termination of the Agreement for the purpose of verification of the Pro Rata Entitlement. The Operator guarantees to the Participant that the Pro Rata Entitlement payable to the Participant during any period in the table set out below shall not be less than the minimum amount (the "Guaranteed Pro Rata Entitlement") for that period specified in that table, and in the event of any shortfall, the Operator shall within 90 days after the end of such period pay to the Participant the amount of such shortfall: Guaranteed Pro Rata Period Entitlement Year ending 31 December 2005 HK$5,000,000; Year ending 31 December 2006 HK$5,000,000; Year ending 31 December 2007 HK$10,000,000; Year ending 31 December 2008 HK$10,000,000; and Year ending 31 December 2009 HK$10,000,000. Consideration: HK$40,000,000 Terms of payment: An amount of HK$15,000,000 in cash is payable upon the signing of the Agreement to the Operator by the Participant. The remaining amount is payable in cash within nine months from the date of the Agreement. As at the date hereof, the amount of HK$15,000,000 has already been paid to the Operator. Basis of The Consideration was determined after arm's length negotiation determination of between the parties to the Agreement, and with reference to various the Consideration: factors including the historical results of the Gaming Facility (details of which are disclosed in the section headed "Information on the Operator" in this announcement), the Guaranteed Pro Rata Entitlement, the earnings potential of the Gaming Facility and the growth prospects of the cruising industry. The Consideration will be settled in cash and funded by internal resources of the Company. Conditions: The Agreement is conditional upon: i. the Stock Exchange or any relevant government authorities or agencies in Hong Kong not having raised any objection to the Agreement and the transactions contemplated under the Agreement; and ii. such other consents or approvals from any third party or governmental or regulatory body or competent authority having jurisdiction over the transactions contemplated in the Agreement having been granted or obtained and not withdrawn or revoked, and if such consents or approvals are granted or obtained subject to any conditions, such conditions being acceptable to the parties of the Agreement. The parties to the Agreement shall use their respective reasonable endeavours to procure the fulfillment of the above conditions on or before