10:34 PEARL ORIENTAL<00600>-Announcement&Resumption of Trading (6) unaudited MOP'million Net asset value 169.5 The Directors (including the independent non-executive Directors) consider the respective terms and conditions of the Agreement (including the Consideration) fair and reasonable and the transactions contemplated under the Agreement in the interests of the Company and the Shareholders as a whole. CHANGES IN SHAREHOLDING STRUCTURE The following table illustrates the Company's shareholding changes as a result of the Placing and the Acquisition: Immediately after completion Immediately As at the date of of the Placing upon issue of the Shareholders this announcement but before Completion Consideration Shares number of Shares % number of Share % number of Shares % Cadison Company Limited (Note 1) 151,337,140 12.7 151,337,140 10.6 151,337,140 8.5Champion Merry Investments Limited (Note 1) 102,000,000 8.6 102,000,000 7.2 102,000,000 5.8Mr. Law Kar Po, a Director 200,000,000 16.8 200,000,000 14.0 200,000,000 11.3Public Shareholders placees 0 0.0 237,600,000 16.7 237,600,000 13.4 other public Shareholders 734,685,700 61.9 734,685,700 51.5 734,685,700 41.5 nominees as assigned by the Vendors' shareholders Jinlong Investment & Development Company Limited (Note 2 and 3) 0 0.0 0 0.0 56,028,000 3.2 U Seng Investment & Development Limited (Note 2 and 4) 0 0.0 0 0.0 66,033,000 3.7 U Son Investment & Development Limited (Note 2 and 5) 0 0.0 0 0.0 64,032,000 3.6 Xuhui Investment & Development Limited (Note 2 and 6) 0 0.0 0 0.0 14,007,000 0.8 nominees to be assigned by Trustomve's shareholders 0 0.0 0 0.0 110,400,000 6.2 nominees to be assigned by Hang Fok's Shareholders 0 0.0 0 0.0 34,500,000 2.0 Total 1,188,022,840 100.0 1,425,622,840 100.0 1,770,622,840 100.0 Notes: 1. Cadison Company Limited and Champion Merry Investments Limited are ultimately beneficially owned by Mr. Wong Kwan, a Director. Mr. Wong is deemed to be interested in the Shares held by these companies. 2. These are the assignees of U Wa's shareholders who are not connected persons of the Company. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the shareholders of U Wa are not related to each other (except for being the shareholders of U Wa) and their respective nominees are not related to each other. 3. Jinlong Investment and Development Company Limited is a nominee assigned by a shareholder of U Wa who holds approximately 28.3% of the issued share capital of U Wa. 4. U Seng Investment & Development Limited is a nominee assigned by a shareholder of U Wa who holds approximately 32.7% of the issued share capital of U Wa. 5. U Son Investment & Development Limited is a nominee assigned by a shareholder of U Wa who holds approximately 31.9% of the issued share capital of U Wa. 6. Xuhui Investment & Development Limited is a nominee assigned by a shareholder of U Wa who holds approximately 7.1% of the issued share capital of U Wa. IMPLICATION OF THE LAWS OF HONG KONG AND THE LISTING RULES AND RELEVANT LAWS IN OTHER JURISDICTIONS The Group will through a wholly-owned subsidiary, the Purchaser, hold an equity stake in Golden Dragon, a company which holds the Hotel after Completion. On the basis that Golden Dragon will provide SJM with an area in the Hotel (excluding the VIP rooms) for gaming activities and it will not be engaged in the operations and management of the gaming