09:50 MASSIVE RES<00070> - Announcement & Resumption (8) not to employ the Ship to engage in any trade or business which is forbidden by the law of any country to which the Ship may sail; and (iv) in the event the Casino Operator fails to carry on the casino activities in compliance with all relevant laws and regulations in Hong Kong and any other applicable jurisdictions, if any, that are in effect from time to time, the relevant agreements (i.e. both ship operation agreement and casino operation agreement) shall be terminated immediately. The Company will ensure that for as long as the Company has any direct or indirect interest in the Ship, the gaming and entertainment business carried out therein will not contravene the Gambling Ordinance, the Guideline and other applicable laws of Hong Kong and any other jurisdictions insofar as it is applicable. According to the Directors, as the to-be-appointed ship operating company has not yet been identified and the casino operation agreement has not been signed, no detailed discussion with regard to mode of implementing the relevant systems or measures against money laundering activities has been made. However, it is expected that after the signing of the casino operation agreement and upon the Casino's commencement of any gaming businesses on board the Ship in international waters, Mr. Lee, who has been in the gaming business for more than 7 years, will at all times contribute his expertise and knowledge to the operation and/or management of the Casino, in particular, those relating to anti-money laundering measures with a view to formulate the relevant internal control systems and risk management measures for the Casino to counter and prevent any potential money laundering activities or other crimes that are related to the gaming business. The Company will use its best endeavours to procure that effective internal control systems and risk management measures will be in place to avoid any money laundering activities being carried out on board the Ship. THE PLACING AGREEMENT Date 21 January 2005 Parties involved The Placing Agent and the Vendors Placing Agent Kingston Securities Limited is the Placing Agent and will receive a placing commission of 2.5% on the gross proceeds of the Placing, which was arrived at after arm's length negotiations between the Company and the Placing Agent. The Placing Agent is not connected persons of the Company and is a third party independent of the Company and its connected persons. Placees The Placing Shares will be placed, on a fully underwritten basis, by the Placing Agent to not fewer than six (6) 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. Placing Price The Placing Price (or the Subscription Price) of HK$0.0355 represents (i) a discount of about 6.58% 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 about 19.32% to the average closing price per Share of HK$0.0440 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) a discount of about 13.63% over the average closing price per Share of HK$0.0411 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day. The Placing Price is negotiated on an arm's length basis among the Vendors, the Company and the Placing Agent. The Directors consider that the terms of the Placing Agreement are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole. Placing Shares 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