10:35 PEARL ORIENTAL<00600>-Announcement&Resumption of Trading (7) casino in the Hotel, the Group will not be engaged in the operations and management of the gaming casino. As such, the Group will not be engaged in gambling activities. The Company will, prior to Completion, obtain a legal opinion which will cover, inter alia, the validity and/or legality of the Acquisition, being in compliance with the Macau Laws and not in contravention of the Gambling Ordinance of the Laws of Hong Kong. Completion is subject to the obtaining of the said legal opinion confirming the validity and/or the legality of the foregoing matters. The Company will use its best endeavours (as far as it is able in its capacity as a shareholder in Golden Dragon to do so) to ensure that for as long as the Company has a direct or indirect interest in Golden Dragon, the Hotel and gambling business carried out therein will comply with the applicable laws in the areas where such activities operate and/or not contravene the Gambling Ordinance of Hong Kong so far as it is applicable. Shareholders should be aware that under the guidelines issued by the Stock Exchange in relation to "Gambling Activities Undertaken by Listing Applicants and/or Listed Issuers" dated 11 March 2003, should the Group be engaged in gambling activities and operation of such gambling activities (i) fail to comply with the applicable laws in the areas with such activities operate and/or; (ii) contravene the Gambling Ordinance such that the Company or its business may be considered unsuitable for listing under Rule 8.04 of the Main Board Listing Rules, the Stock Exchange may direct the Company to take remedial action, and/or may suspend the dealings in, or may cancel the listing of, its securities. GENERAL The Company confirms that if a formal sale and purchase agreement was entered into by the parties within 21 days from the date of the Agreement, the terms thereon should be substantially the same as those stipulated in the Agreement. The Company will make further announcement(s) if there is any material variation of the terms of the formal sale and purchase agreement. The Acquisition will constitute a very substantial acquisition for the Company under the Listing Rules and will be subject to, inter alia, approval of the Shareholders at the EGM. A circular containing, among other things, further details of the Agreement, and a notice convening the EGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. None of the Shareholders have a material interest in the Acquisition and therefore no Shareholder will be required to abstain from voting at the EGM. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares was suspended from 9:30 a.m. on 30 December 2004 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares from 9:30 a.m. on 7 January 2005. DEFINITION "Acquisition" the proposed acquisition by the Purchaser of 40% of the issued share capital of Golden Dragon held altogether by the Vendors pursuant to the Agreement "Agreement" the provisional sale and purchase agreement dated 3 January 2005 entered into between the Vendors and the Purchaser in relation to the Acquisition. It is stipulated in the Agreement that if a formal sale and purchase agreement was not entered into by the parties thereto within 21 days from the date of the Agreement, the Acquisition would be completed in accordance with the terms of the Agreement "associate(s)" has the meaning ascribed thereto under the Listing Rules "Company" Pearl Oriental Enterprises Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Stock Exchange "Completion" completion of the Agreement "Completion Date" date of completion of the Agreement "connected person(s) has the meaning ascribed thereto under the Listing Rules "Consideration" HK$514,000,000, being the aggregate consideration