09:18     CHINA UNITED<00273>-Announcement & 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.               
                                                                              
    China United International Holdings Limited                               
    (Incorporated in Hong Kong with limited liability)                        
    (Stock Code: 273)                                                         
                                                                              
    TERMINATION OF PREVIOUS INVESTMENT OF  10%                                
    IN FOUND MACAU AND  HK$50 MILLION SHAREHOLDERS LOAN                       
    AND                                                                       
    MAJOR AND CONNECTED TRANSACTIONS - INVESTMENT OF  30% IN FOUND            
    MACAU AND  HK$150 MILLION SHAREHOLDERS LOAN                               
    AND                                                                       
    REDEMPTION OF  HK$53 MILLION EXISTING CONVERTIBLE NOTES                   
    AND                                                                       
    ISSUE OF UP TO  HK$200 MILLION NEW CONVERTIBLE NOTES                      
    AND                                                                       
    RESUMPTION OF TRADING                                                     
                                                                              
    This announcement relates to, in summary:-                                
    (1)                                                                       
    the termination of the Company's investment of 10% in Found Macau         
    and the Company's obligation to make the Found Macau Loan of HK$50        
    million and this investment is intended to be replaced by the             
    proposed investment set out in (2) below;                                 
                                                                              
    (2)                                                                       
    conditional on shareholders approval at the EGM, the Company's            
    investment in 30% in Found Macau and the grant of the New Found Macau     
    Shareholders Loan of HK$150 million;                                      
                                                                              
    (3)                                                                       
    conditional upon shareholders approval of the Placing, the Placing        
    of the New Convertible Notes up to the aggregate principal amount of      
    HK$200 million; and                                                       
                                                                              
    (4)                                                                       
    conditional on shareholders approving the Placing at the EGM, the         
    redemption of all outstanding Existing Convertible Notes in the           
    principal amount of HK$53 million.                                        
                                                                              
    Found Macau                                                               
    On 11th January, 2005, Alpha Aim, entered into (i) the Termination        
    Deed to terminate the Shareholders Agreement and the Found Macau Loan     
    and (ii) the Disposal of 10 FM Shares to Filipe Lau.                      
                                                                              
    On the same day, Alpha Aim entered into the Verbal Agreement with         
    the Founders whereby Alpha Aim agreed, amongst other things, to           
    acquire 30 FM Shares from the Founders, enter into the New                
    Shareholders Agreement and make a shareholders loan of HK$150 million     
    to Found Macau, conditional upon the approval of Shareholders at the      
    EGM. The New Found Macau Loan will be satisfied at the election of        
    Alpha Aim by payment of a minimum of HK$50,000,000 in cash and the        
    balance by the issue of the FM Convertible Note.                          
                                                                              
    Existing Convertible Notes                                                
    The Company has given notice to the holders of the Existing               
    Convertible Notes that it will redeem all the outstanding Existing        
    Convertible Notes in full in the aggregate principal amount of            
    HK$53,000,000 at 100% of the outstanding principal amount, subject to     
    Shareholders approving the issue of the New Convertible Notes at the      
    EGM. Completion of the redemption is to take place on the 30th day        
    after the EGM or such other date as the parties may agree. The            
    Company has indicated to the holders of the Existing Convertible          
    Notes that they can contact the Placing Agent in the event they wish      
    to subscribe for the New Convertible Notes.                               
                                                                              
    Placing of New Convertible Notes                                          
    On 12th January, 2005, the Company entered into Placing Agreement         
    with the Placing Agent in relation to, amongst other things, the          
    Placing, as to the principal amount of HK$100 million on a fully          
    underwritten basis and as to the principal amount of HK$100 million       
    on a best effort basis, by the Placing Agent of the New Convertible       
    Notes. Upon full conversion of the New Convertible Notes, the             
    Conversion Shares to be issued at the initial Conversion Price of         
    HK$0.25 per Share will represent approximately 58.24% of the existing     
    issued share capital of the Company and approximately 36.81% of the       
    issued Share capital of the Company as enlarged by the issue of the       
    Conversion Shares. If the New Convertible Notes are fully placed, the     
    net proceeds from the Placing of approximately HK$194 million will be     
    used for redemption of the Existing Convertible Note (with accrued        
    interest) and funding the New Found Macau Loan.                           
                                                                              
    Mr. Lao is the stepfather of Mr. Ong and hence an `associate' of a        
    Director of the Company treated as a connected person of the Company      
    under Rule 14A.11(4)(b). The FM Transactions constitute major and         
    connected transactions for the Company under Rule 14.06 and Rule          
    14A.13 of the Listing Rules and are subject to approval of                
    shareholders at the EGM. A circular containing details of the             
    Transactions (including the Placing of the New Convertible Notes)         
    together with a notice convening the EGM to approve the Transactions