10:20     139 HOLDINGS<00139>-Announcement & Resumption of Trading (5)        

    meeting to be convened of the ordinary resolution(s) approving            
    the transactions(s) contemplated under the SP Agreement;                  
                                                                              
    (c)     the Company having obtained the approval granted by the           
    Listing Committee of the Stock Exchange for the listing of and            
    permission to deal in the Shares following the conversion of              
    the Convertible Notes to be issued to the Vendor as part                  
    consideration for the Proposed Acquisition;                               
                                                                              
    (d)     all the representations, undertakings, confirmation and           
    warranties given by the Vendor under the SP Agreement remaining           
    true and accurate and are not misleading in any material respect;         
    and                                                                       
                                                                              
    (e)     all necessary statutory, governmental and regulatory              
    obligations in Hong Kong, Macau and other jurisdictions (if               
    applicable) having been complied with and all necessary                   
    regulatory, governmental and third party consents and waivers             
    in relation to the implementation of any terms of the SP Agreement        
    having been obtained unconditionally.                                     
                                                                              
    Walterford and the Vendor will continue to negotiate in good              
    faith in ensuring the formal SP Agreement in respect of the               
    Proposed Acquisition be entered into as soon as possible and              
    in any event, no later than 2 February, 2005 or such later date           
    as the Vendor and Walterford may agree. If no SP Agreement has            
    been entered into on or prior to 2 February, 2005, or such later          
    date as the Vendor and Walterford may agree, the Preliminary              
    Agreement will expire. In which case the obligations of the               
    parties under Preliminary Agreement will be discharged. Further           
    announcement will be made by the Company upon the occurrence              
    of the event that; (i) the SP Agreement is signed; (ii) any of            
    the above conditions to the Proposed Acquisition are waived by            
    the parties to the Preliminary Agreement; or (iii) the Proposed           
    Acquisition does not proceed to Completion, including the                 
    occurrence of the event that the Preliminary Agreement has                
    expired and no SP Agreement has been entered into.                        
                                                                              
    The Preliminary Agreement will expire on 2 February, 2005 (or             
    such later date as the Vendor and Walterford may agree), or upon          
    the execution of the SP Agreement, whichever is earlier.                  
                                                                              
    The Directors advised that the Management Agreement is not a              
    condition for the Completion of the SP Agreement. Additional              
    terms may be added to the final Management Agreement and will             
    be disclosed in the Company's announcement on the SP Agreement.           
                                                                              
    As at the date of this announcement, no SP Agreement has been             
    entered into by the Vendor and Walterford, hence no long stop             
    date of the SP Agreement has been determined. Further details             
    of the long stop date of the SP Agreement will be disclosed in            
    the announcement on the SP Agreement.                                     
                                                                              
    INFORMATION ON SDFP                                                       
                                                                              
    SDFP was incorporated on 19 September, 1988 and is the owner              
    and operator of Hotel Grandeur Macau in Macau. Based on the               
    representation of the Vendor, the principal asset of SDFP is              
    its 100% holding in Hotel Grandeur Macau while the remaining              
    assets refer to the 1% investment holding in Grand Tour & Travel          
    Limited with an investment cost of MOP9,700.                              
                                                                              
    Extracted unaudited management accounts for the two years ended           
    31 December, 2004 are as follows:                                         
                                                                              
    31 December, 2004               31 December, 2003                         
    (unaudited)             (unaudited)