09:21 CHINA UNITED<00273>-Announcement & Resumption of Trading (9) international securities markets occurs. The Board is not aware of the occurrence of any of such events as at the date of this announcement. Conditions of the Placing Completion of the Placing is conditional upon the fulfilment of the following conditions: (1) the Listing Committee of the Stock Exchange granting (either unconditionally or subject only to conditions to which the Company, does not reasonably object) listing of and permission to deal in the Conversion Shares; (2) the Stock Exchange having approved (either unconditionally or subject only to conditions to which the Company does not reasonably object) the issue of the New Convertible Notes, or the Company not having received any objection from the Stock Exchange to the issue of the New Convertible Notes; and (3) the passing by the Shareholders of a resolution to approve the Placing Agreement, the issue of the New Convertible Notes and Conversion Shares at the EGM. Completion The Placing is to be completed on the third business day (or such other date as may be agreed between the Company and the Placing Agent) after satisfaction of the conditions under the paragraph headed `Conditions of the Placing' above. The Placing Agreement will lapse if the conditions are not satisfied by 15th March, 2005, or such other date as may be agreed between the Company, the Placing Agent. If the Placing Agreement lapses, none of the parties shall have any claims against the others save for any prior breaches of the Placing Agreement. FM CONVERTIBLE NOTE To the extent the New Convertible Notes in the principal amount of HK$100 million which the Placing Agent has agreed to place on a best efforts basis are not fully placed, the Company shall issue the FM Convertible Note in the principal amount equivalent to the amount that has not been placed and otherwise on the same terms as the New Convertible Notes to Found Macau. The FM Convertible Note will be issued to Found Macau to partially satisfy Alpha Aim's obligation to make the New Found Macau Loan. The FM Convertible Note, if issued, will form part of the New Convertible Notes and will be issued on the same terms as the New Convertible Note as described above. If the New Convertible Notes in the aggregate principal amount of HK$200 million are fully placed by the Placing Agent or if shareholders do not approve the FM Transactions at the EGM, the FM Convertible Note will not be issued. SHAREHOLDING STRUCTURE Name of As at After After Sharehold the date the the ers of this Placing Placing announcem of the of the ent New New Convertib Convertib le Notes le Notes in the by the principal Placing amount Agent up of to the HK$200 principal million amount and of assuming HK$100 full million conversio and n of the assuming New the FM Convertib Convertib le Notes le Note and no is further issued shares to Found are Macau in issued the from the principal date of amount this of announcem HK$100 ent till million the date of conversio n Shares % of Shares % of Shares % of sharehold sharehold sharehold ing ing ing