09:45 CENTURY LEGEND<00079> - Announcement & Resumption (3) Conditions precedent The provisions of the JV Agreement are conditional upon fulfillment of the following : (i) the terms of the JV Agreement being approved by the Independent Shareholders in general meeting; (ii) The Stock Exchange of Hong Kong Limited (the "Stock Exchange") not having raised any objection to the Company's involvement in the Gaming Intermediary Operation upon the terms of the JV Agreement; (iii) China Sky delivering to the Company legal opinions addressed to the Company in form and substance satisfactory to the Company concerning the legality of the Joint Ventures and the parties' involvement in the Gaming Intermediary Operation under laws of Hong Kong, in particular, the Gambling Ordinance, and the applicable laws in Macau; and (iv) the satisfactory compliance with all disclosure and announcement requirements and/or all other requirements under the Rules Governing the Listing of Securities (the "Listing Rules") of the Stock Exchange. None of the above conditions could be waived. If either of the conditions above is not fulfilled on or before 30 April 2005, the JV Agreement shall terminate and China Sky shall immediately proceed to purchase HKMJI's entire holding in each Joint Ventures at par value and HKMJI shall also immediately cause all directors nominated by it to resign. Pre-emptive right HKMJI or China Sky (the "Offeror") who wish to sell its interest in the two Joint Ventures has to first offer (the "Offer") to sell its interest to the other joint venture partner. The Offer must be in writing and shall specify the proposed sale price (the "Offer Price") for the subject interest. In the event that the other joint venture partner does not accept the Offer within the period as prescribed in the JV Agreement, the Offeror shall be at liberty to sell its interest in the relevant Joint Venture to any third parties at a price not lower than the Offer Price. Any intended sale by HKMJI of its interest in the Joint Ventures to any third parties shall be subject to compliance with the then applicable Listing Rule requirements. Right of withdrawal HKMJI and China Sky agreed that if at any time the Company's involvement or undertaking in the Gaming Intermediary Operation through the Joint Ventures (i) is disapproved or objected by the Stock Exchange and/or agencies in Hong Kong or becomes contrary to the public policy of Hong Kong or jeopardizes the listing status of the Company in Hong Kong; or (ii) shall become unlawful under the laws of Hong Kong or any applicable laws in Macau for whatever reasons, HKMJI shall be entitled to withdraw from the Joint Ventures by serving on the Joint Ventures a notice of withdrawal from the Joint Ventures ("Withdrawal Notice"). HKMJI grants to China Sky under the JV Agreement an option (the "Option"), exercisable within a prescribed period from the date of service of the Withdrawal Notice, to acquire HKMJI's entire holding (but not part only) in the Joint Ventures at a price equal to the audited net asset value of the Joint Ventures attributable to HKMJI's interest. If China Sky exercises the Option, the Joint Ventures shall cause an audit to be done to ascertain the audited net asset value of the JV Shares as at the last calendar month end date preceding the exercise of the Option. If a Withdrawal Notice is served by HKMJI on the Joint Ventures and China Sky fails to exercise the Option within the prescribed period, HKMJI is entitled to require the Joint Ventures to be placed in liquidation. The executive directors of the Company consider the terms of the JV Agreement, which were determined after arm's length negotiation, fair and reasonable and the entering into of the JV Agreement in the interests of the Company and the Independent Shareholders as a whole. INFORMATION ON THE GAMING INTERMEDIARY OPERATION The Gaming Intermediary Operation includes marketing and organising trips for the purpose of introducing customers to participate in the gaming activities provided by the casino operator at the Diamond Hall and the Diamond Entertainment Hall and providing related services in Macau, including food and beverage services, accommodation and traveling arrangements, and possibly extension of credit, by way of providing gaming chips on credit, to customers who participate in the gaming activities at the Diamond Hall and the Diamond Entertainment Hall.