09:48     MASSIVE RES<00070> - Announcement & Resumption (3)                  

    Third Parties and they are not related. To the best of knowledge,         
    information and belief of the Directors, Mr. Lin and his associates are   
    engaged in a number of business activities ranging from garment           
    industry, property investment, cruise ship operation to casino            
    operation.                                                                
                                                                              
    Consideration                                                             
                                                                              
    The Consideration is HK$68,000,000, which shall be satisfied in full on   
    Completion in the following manner:                                       
                                                                              
    1.   as to HK$48,000,000 by the allotment of the Consideration Shares at  
     a fixed price of HK$0.0320 per Consideration Share to Mr. Lin; and       
                                                                              
    2.   as to the balance of HK$20,000,000 by payment in cash.               
                                                                              
    The Directors intend to finance the cash portion of the Consideration     
    from part of the net proceeds of the Subscription. If the Subscription    
    cannot be completed, the Company intends to finance the cash portion of   
    the Consideration from its internal resources.                            
                                                                              
    The issue price of the Consideration Shares represents:-                  
                                                                              
    (i)   a discount of approximately 15.79% to the closing price of          
    HK$0.0380 per Share as quoted on the Stock Exchange on the Last Trading   
    Day;                                                                      
                                                                              
    (ii)   a discount of approximately 27.27% to the average closing price    
    per Share as quoted on the Stock Exchange of approximately HK$0.0440 for  
     the past 5 trading days up to and including the Last Trading Day;        
                                                                              
    (iii)   a discount of approximately 22.14% to the average closing price   
    per Share as quoted on the Stock Exchange of approximately HK$0.0411 for  
     the past 10 trading days up to and including the Last Trading Day.       
                                                                              
    The Consideration Shares, represent (i) approximately 16.52% of the       
    existing issued share capital of the Company as at the date of this       
    announcement; (ii) approximately 14.18% of the then issued share capital  
     of the Company immediately after the Completion as enlarged by the       
    issue of the Consideration Shares only and (iii) approximately 12.10% of  
     the then issued share capital of the Company immediately after the       
    Completion and the Subscription as enlarged by the issue of the           
    Consideration Shares and the Subscription Shares.                         
                                                                              
    Based on the closing price of the Shares on the Last Trading Day of       
    HK$0.0380, the market value of the Consideration Shares will be           
    approximately HK$57,000,000.                                              
                                                                              
    The S&P Agreement and the issue of the Consideration Shares are subject   
    to the Shareholders' approval at the EGM.                                 
                                                                              
    The Consideration was arrived at after arm's length negotiations between  
     the Company and Mr. Lin with reference to (i) the prospects of the       
    business of the Ship in light of the booming gaming and entertainment     
    industry; (ii) the amount of the Sale Loan as well as the Guaranteed      
    Profit (as defined below) provided by Mr. Lin as detailed in the section  
     headed "Guaranteed profit" below. Taking into account of the reasons     
    for and benefits of the Acquisitions as described below, in particular,   
    the unsatisfactory financial performance of the Group in the past years,  
     the Board is of the view that, despite the fact that the issuance of     
    Consideration Shares may result in dilution of interest of the            
    Shareholders, it will increase the share capital of the Company with the  
     advantage of limiting the cash outflow of the Company and hence          
    improving the liquidity and earning base of the Group. As such, the       
    Directors are of the view that the Acquisition is in the interests of     
    the Company and the Shareholders as a whole and that the terms of the     
    S&P Agreement are fair and reasonable. Mr. Lin has no present intention   
    to nominate any representative to the Board after Completion.             
                                                                              
    Status of the Consideration Shares                                        
                                                                              
    The Consideration Shares shall rank pari passu (i.e. equally) in all      
    respects with the existing issued Shares including the right to receive   
    in full all dividends and other distributions declared after the date of  
     allotment of the Consideration Shares.                                   
                                                                              
    Application for listing                                                   
                                                                              
    Application will be made by the Company to the Listing Committee of the   
    Stock Exchange for the listing of, and permission to deal in, the         
    Consideration Shares.                                                     
                                                                              
    Guaranteed profit                                                         
                                                                              
    Mr. Lin undertakes and represents to the Company that the special