10:08 <00201><00219><00253>-Joint Ann & Resumption of Trading (5) Alternatively, the Purchaser shall forthwith pay to the Vendor upon demand the difference if the net asset value of the Project Company as shown in the Audited Project Company Completion Accounts shall exceed that shown in the Project Company Completion Accounts. The Consideration will be financed by internal resources of the Magnificent Estates Group and bank borrowings, with the Initial Deposit financed fully by internal resources. The Directors consider that the Consideration and the terms and conditions of the Acquisition are fair and reasonable and in the best interest of the Groups and the Magnificent Estates Shareholders, the Shun Ho Technology Shareholders and the Shun Ho Resources Shareholders as a whole. S&P Agreement: The S&P Agreement is scheduled to be entered into between the Vendor and the Purchaser on or before 21 January 2005. The Condition to Completion: Completion 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. If for any reason the aforesaid certificate is not obtained by the Project Company on or before the Completion Date, the Completion Date shall be duly extended for two (2) calendar months (the "Extended Completion Date"). If such certificate is still not obtained by the Project Company by the Extended Completion Date, the Purchaser shall have the right to complete the purchase or to terminate the Provisional Agreement (or the S&P Agreement, as the case may be). In the latter event, all monies in relation to the Initial Deposit and the Further Deposit shall be returned to the Purchaser by the Vendor forthwith without interest or compensation and the Provisional Agreement (or the S&P Agreement, as the case may be) shall be terminated. As the Acquisition constitutes a major transaction for both Magnificent Estates and Shun Ho Technology, under Rule 14.40 of the Listing Rules, the approval of the Magnificent Estate Shareholders and the Shun Ho Technology Shareholders would be required. However 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, 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 far as the Boards are aware, all the interests of the shareholders of the Companies and their respective associates are the same. 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' approvals 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, since the Acquisition as contemplated by the Provisional Agreement constitutes a very substantial acquisition under the Listing Rules, 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 that at the time of entering into of the Acquisition, it was not practical to request for such condition because there were already several potential purchasers and if the Purchaser had insisted on such condition, the Vendor may not have agreed to enter into the transaction with the Purchaser. However, although there is no such condition, Shun Ho Resources is confident that it will obtain such shareholders' approval, since Trillion Resources Limited, who controls more than 50% in the nominal value of the securities giving the right to attend and vote at general meetings, has already confirmed that it would vote in favour of any resolution to approve the Acquisition. The board of directors of Shun Ho Resources will therefore convene an extraordinary general meeting of the Shun Ho Resources Shareholders to approve the Acquisition, at which no shareholders are required to abstain from voting. In the circumstances, at the extraordinary general meeting of the Shun Ho Resources Shareholders, the shareholder who has given written confirmation will exercise its voting rights so as to ensure that the resolution for approving the Acquisition and the transactions contemplated thereunder will be duly passed. Shun Ho Resources will ensure that the extraordinary general meeting of the Shun Ho Resources Shareholders shall be held prior to Completion. INFORMATION ON THE VENDOR, YUKI, LONGLUCK AND THE PROJECT COMPANY