09:48 MASSIVE RES<00070> - Announcement & Resumption (2) 7.5% on the principal amount of the Loan provided or 6% to 10% of the Casino's net profit before taxation, which shall be calculated by using the Formula at the last date of every quarter of March, June, September and December and payable to the Company and/or its subsidiary within the next 15 Business Days. PLACING AGREEMENT On 21 January 2005, the Vendors entered into an unconditional Placing Agreement with the Placing Agent in which the Vendors agreed to place, through the Placing Agent, on a fully underwritten basis, 1,816,270,000 Shares to not fewer than six placees whom will be independent individual, corporate and/or institutional investors, and who and whose ultimate beneficial owners (i) are not connected persons of the Company; and (ii) are independent of the Company and its connected persons at a price of HK$0.0355 per Placing Share. The Placing Shares of 1,816,270,000 Shares represent (i) about 20% of the existing issued share capital of the Company of 9,081,360,000 Shares; (ii) about 16.67% of the issued share capital of the Company of 10,897,630,000 Shares as enlarged by the Subscription only; and (iii) about 14.65% of the issued share capital of the Company of 12,397,630,000 Shares as enlarged by the Subscription and the issue of the Consideration Shares under the Acquisition. SUBSCRIPTION AGREEMENT On 21 January 2005, the Company entered into the Subscription Agreement with the Vendors in which the Company has agreed to issue 1,816,270,000 Shares, which is equivalent to the number of Placing Shares, to the Vendors under the General Mandate granted to the Directors at the AGM held on 30 November 2004 at the Subscription Price of HK$0.0355 per Subscription Share. The Subscription is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares and (ii) completion of the Placing. The gross proceeds from the Subscription is approximately HK$64.48 million. The net proceeds from the Subscription of approximately HK$62.48 million will be used as to HK$20 million for payment of the cash Consideration of the Acquisition; approximately HK$30 million for expansion of the Group's business through intended acquisition in the field of gaming and entertainment industry and the remaining balance of approximately HK$12.48 million for general working capital of the Group. SHARE PRICE AND TRADING VOLUME MOVEMENT The Board has noted the increase in the price and trading volume of the Shares on 6 January 2005 and confirms that save as disclosed in the announcement of the Company dated 4 January 2005 and this announcement, the Board is not aware of any other matter which is discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any other matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature. RESUMPTION OF TRADING Trading in the Shares has been suspended since 2:30 p.m. on 7 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading of the Shares from 9:30 a.m. on 24 January 2005. S&P AGREEMENT Date: 7 January 2005 Parties Vendor: Mr. Lin Cheuk Fung Purchaser: the Company Subject matter of the sale and purchase Pursuant to the conditional S&P Agreement, Mr. Lin agreed to sell, and the Company agreed to purchase the Sale Shares and the Sale Loan, which represent 70% of the issued share capital of Walden and 70% of the outstanding loans owed by Walden to its shareholders, free from all encumbrances. The Sale Loan represents the entire amount due by Walden to Mr. Lin. To the best of the Directors' knowledge, information and belief having made all reasonable enquires, both Mr. Lin and Ms. Lee Lin, the holder of the remaining 30% interest in Walden, are Independent