10:33 PEARL ORIENTAL<00600>-Announcement&Resumption of Trading (4) Hong Kong, Macau and other jurisdictions (if applicable) having been compiled with and all necessary regulatory, governmental and third party consents and waivers in relation to the implementation of any terms of the Agreement having been obtained unconditionally. The Purchaser may at its absolute discretion, waive in writing, at any time, any of the above conditions except conditions (i), (iii), (iv) and (v) above. In the event any of the conditions are not fulfilled or (where applicable) waived prior to 12:00 p.m. on 31 March 2005, (or such other date as the Purchaser and the Vendors may agree), the Agreement shall lapse and no party to the Agreement shall have any claim against or liability to the other parties. At present, the Company has no intention to waive any of the above conditions. Upon Completion, the Vendors shall procure the appointment of two new directors of Golden Dragon by the Purchaser out of a total of 13 board members. INFORMATION ON GOLDEN DRAGON Golden Dragon is an investment holding company incorporated in 1990, and the Vendors acquired 100% of its issued share capital on 5 March 2004 and commenced to convert a property from a commercial building to the Hotel. According to the Vendors, Golden Dragon was inactive in the two years before they acquired their interest in Golden Dragon. As at the date of this announcement, Golden Dragon is legally and beneficially owned as to 58% by U Wa, 32% by Trustmove, and 10% by Hang Fok. The major assets of Golden Dragon include, inter alia, the following: (i) 100% of the Hotel and the piece of land on which the Hotel is located which is at the waterfront and facing the Sand's Hotel in Macau. The Hotel is a four star hotel with approximately 483 guest rooms and facilities including swimming pool, sauna, night club, restaurants, retail shops and gaming casino with around 80 gaming tables and 107 slot machines and 6 VIP rooms with around 15 gaming tables (number of gaming tables and slot machines in the gaming casino and the VIP rooms are subject to the relevant licence(s) and operating conditions of the Hotel); (ii) 52 residential apartments located at Tower 5, Macau International Centre; (iii) office premises located at 14/F, Centro Comercial Chong Fok, the total gross floor area of which is approximately 5,000 square feet; (iv) 100% of the issued share capital of Kam Long Entertainment Limited, an investment holding company incorporated in Macau, the sole asset of which is 68% of the issued share capital of Heros Entertainment Company Limited; (v) 100% of the issued share capital of Legstrong Entertainment Company Limited, an investment holding company incorporated in Macau the sole asset of which is 32% of the issued share capital of Heros Entertainment Company Limited; (vi) indirectly 100% of the issued share capital of Heros Entertainment Company Limited, an investment holding company incorporated in Macau the sole asset of which is 60% of the issued share capital of Sunny Tourist; and (vii) indirectly 60% of the issued share capital of Sunny Tourist which is therefore a subsidiary of Golden Dragon. Operation of the gaming casino of the Hotel Golden Dragon has entered into an agreement dated 28 October 2004 with SJM under which and subject to the approval by the Macau Government, SJM shall operate the gaming casino in the Hotel until 31 March 2020 and Golden Dragon shall provide SJM with an area in the Hotel (excluding the VIP rooms) with utilities for gaming activities. Golden Dragon and its subsidiaries will not involve in the operations of the gaming casino in the Hotel. Pursuant to the said agreement, SJM will pay Golden Dragon a fee of 40% of the gross profit of the gaming casino and SJM will be entitled to the remaining 60% of the gross profit of the gaming casino. The terms and conditions for the operations of the VIP rooms by SJM are still under negotiation as at the date of this announcement and will be determined with reference to the terms of the prevailing market conditions. The Hotel has obtained the relevant approvals from the Macau Government and has come into operations on 5 January 2005. Golden Dragon will enter into a marketing agreement with Sunny Tourist, which is indirectly beneficially owned as to 60% by Golden Dragon and