10:05 <00201><00219><00253>-Joint Ann & Resumption of Trading (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. MAGNIFICENT ESTATES LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 201) MAJOR TRANSACTION SHUN HO TECHNOLOGY HOLDINGS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 219) MAJOR TRANSACTION SHUN HO RESOURCES HOLDINGS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 253) ACQUISITION OF SALE ASSETS The Boards are pleased to announce that the Purchaser, an indirect wholly-owned subsidiary of Magnificent Estates had on 28 December 2004 entered into the Provisional Agreement with the Vendor for the purchase of the Sale Assets for a total consideration of HK$242,000,000. The Sale Assets comprise of (a) the Yuki Share; (b) the Longluck Share; and (c) the Sale Debt. Pursuant to the Provisional Agreement, subject to the fulfillment of the Condition, (i) the Vendor as the beneficial owner agreed to sell the Sale Shares to the Purchaser; and (ii) the Vendor agreed to sell its benefits and interests of and in the Sale Debt to the Purchaser. The major assets of Yuki and Longluck comprise of (a) Yuki's 99% shareholding in the issued share capital of the Project Company; (b) Longluck's 1% shareholding in the issued share capital of the Project Company; and (c) all the interest and benefits of Yuki in the shareholder's loan owing by the Project Company to Yuki (which is interest-free and repayable on demand). The Project Company (being a company incorporated in Macau on 2 March 1990) is in turn the registered owner of the whole of the leasehold over the Property situate at ilha da Taipa, near Rotunda Ouvidor Arriaga, Macau (formerly known as antiga Estrada do Coronel Mesquita) and is the registered owner of the newly completed hotel constructed thereon known as "Taipa Hotel *". Magnificent Estates, Shun Ho Technology and Shun Ho Resources are all listed on the Stock Exchange. Shun Ho Resources controls over 50% of the total voting rights of Shun Ho Technology, which in turn controls over 50% of the total voting rights of Magnificent Estates. Completion of the Acquisition is conditional upon the issuance of a certificate by the Macau Government (*) ("Property Registration Bureau"*) to the Project Company confirming that the Project Company is the registered owner of the whole of the leasehold over the Property. The Acquisition as contemplated by the Provisional Agreement constitutes a major transaction for both Magnificent Estates and Shun Ho Technology under the Listing Rules and requires shareholders' approval. Although shareholders' approval for the Acquisition is required pursuant to Rule 14.40 of the Listing Rules, written approval for the Acquisition has already been obtained by Magnificent Estates from Shun Ho Technology and by Shun Ho Technology from Omnico Company Inc. respectively, both being shareholders who control more than 50% in the nominal value of the securities giving the right to attend and vote at general meetings of the respective companies. As no shareholders of either Magnificent Estates or Shun Ho Technology are required to abstain from voting at a general meeting to approve the Acquisition, subject to a clean audit opinion in the required accountants' reports (which will be included in the relevant circulars to be despatched to shareholders), such written shareholders' approval will be accepted in lieu of a majority vote at a general meeting of Magnificent Estates and Shun Ho Technology and thus Rule 14.40 of the Listing Rules will be fulfilled. For Shun Ho Resources, as the Acquisition as contemplated by the Provisional Agreement constitutes a very substantial acquisition, pursuant to Rule 14.49 of the Listing Rules such Acquisition has to be made conditional on the approval of the Shun Ho Resources Shareholders. However the Acquisition was not entered into subject to shareholders' approval. The board of directors of Shun Ho Resources are of the view