09:19 CHINA UNITED<00273>-Announcement & Resumption of Trading (4) minimum 30% shareholding in Found Macau when new investors invest in the Company whilst the Founders' shareholding is reduced. The Founders are not expected to provide any shareholders loans to Found Macau. The Founders will serve on the board of Found Macau for the purposes of introducing investment projects to Found Macau and to locate new investors. Once a total of HK$500 million of shareholders loans is raised, the Founders are expected to have no further shareholding in Found Macau, save that they may be directly or indirectly interested in the 2 new FM Shares as described in the section headed `New Issue of FM Shares' below. The existing shareholders of Found Macau (other than the Founders) are entitled (but not obliged) to make further investments in Found Macau under this arrangement. If there are insufficient new investors in Found Macau on 31st March, 2005 (or such other date as the Shareholders of Found Macau other than the Founders may agree), the Founders will transfer all of their shares at par value to the other shareholders pro rata to each shareholders' loan as a proportion of the total shareholders' loans. The Company does not have any present intention to make additional investment in or contribute additional shareholders' loan to Found Macau. So far as the Company is aware, no connected person of the Company has any intention at present to invest in Found Macau or is currently in negotiation with the Founders, the Company or Vision Gate in relation to an investment in Found Macau. Non-competition The Founders will warrant in the New Shareholders Agreement that:- (1) the FM Group will be the sole owner of all intellectual property rights required for the carrying on of the FM Business and such rights shall not be subject to any encumbrances and/or limitations and/or restrictions; (2) the FM Group will be given the first right of refusal in respect of all projects related to the FM Business which are introduced to any member of the FM Group and/or the Founders or their respective associates and should Found Macau decide not to accept any project, no party (`Offeree') which is related to Found Macau (except for an FM Group company), the Founders, directors of Found Macau or any of them or their associates may accept an offer of such project on terms which on more favourable terms to such Offeree than those on which such project was offered to Found Macau. Repayment of shareholders' loan/Dividend For so long as any shareholders' loans are outstanding, the Company shall not declare, make or pay any dividends or other distributions whatsoever. The Company shall repay the shareholders' loan from time to time as soon as it can lawfully do so and a like proportion of each shareholders' loan shall be repaid at the same time so that no part of shareholders' loan shall be repaid unless a like proportion of each of the shareholders' loan is simultaneously repaid. Termination of the New Shareholders Agreement The New Shareholders Agreement will terminate upon the earlier of:- (1) a written agreement to terminate by all parties to the Agreement; or (2) the liquidation, dissolution or winding up of Found Macau; or (3) Found Macau raising HK$500 million (inclusive of the New Found Macau Loan and the shareholders' loans from Vision Gate) as contemplated under the New Shareholders Agreement (as the Founders should no longer be shareholders of Found Macau by then). New Issue of FM Shares The shareholders of Found Macau will agree that once HK$500 million of shareholders loans (in whatever form) is raised by Found Macau, Found Macau shall issue 2 new FM Shares at the par value of US$1.00 each to such persons (currently intended to be a company held by employees, directors of Found Macau etc. but who have not been identified at the date of this announcement) as the board of Found Macau shall approve. When the shareholders' loans (in whatever form) of HK$500 million is repaid in full, the holders of the 2 new FM Shares shall be entitled to share in dividends of Found Macau pro-rata to their shareholding and such 2 new FM Shares shall in all respects rank pari passu to all other FM Shares. The reason for this arrangement is to provide incentives to the employees and directors of Found Macau to locate new investors, to source new investment projects and manage such projects for Found Macau and generally to contribute towards the success of Found Macau. This arrangement however will allow them to reap returns only when the shareholders' loans are repaid. NEW FOUND MACAU LOAN Subject to approval by shareholders at the EGM, the Found Macau Loan