10:20     139 HOLDINGS<00139>-Announcement & Resumption of Trading (4)        

    The conversion price represents a premium of approximately                
    177.8% over the closing price of HK$0.036 per Share as quoted             
    on the Stock Exchange on the Last Trading Date, a premium of              
    approximately 173.2% over the average closing price per Share             
    of about HK$0.0366 for the last five trading days up to and               
    including the Last Trading Date, a premium of approximately               
    308.2% over the audited consolidated net asset value per Share            
    of HK$0.0245 as at 31 March, 2004 and represents a premium of             
    approximately 313.2% over the unaudited consolidated NAV per              
    Share of approximately HK$0.0242 as at 30 September, 2004.                
                                                                              
    The basis of the conversion price is determined with reference            
    to current market price and the expected increase in the Share            
    price after the Completion of the Proposed Acquisition. Since             
    the Directors expect that the hotel operation will generate a             
    steady source of revenue to the Group and the management of the           
    Group considers that the expected revenue growth will have a              
    positive impact on the Group's performance.                               
                                                                              
    Assuming the conversion rights attaching to the Convertible               
    Notes is exercised in full and Shares are issued in pursuance             
    thereof at the conversion price of HK$0.10 per Share, a total             
    of 2,500 million new Shares will be issued, representing                  
    approximately 26.8% of the existing issued share capital of the           
    Company and approximately 21.1% of the issued share capital as            
    enlarged by the issue of new Shares upon the exercise in full             
    of the conversion rights attaching to the Convertible Notes.              
                                                                              
    No application will be made for the listing of the Convertible            
    Notes on the Stock Exchange or any other stock exchange.                  
    Application will be made to the Stock Exchange for the listing            
    of, and permission to deal in, the new Shares falling to be issued        
    on any exercise of the conversion rights attaching to the                 
    Convertible Notes.                                                        
                                                                              
    Management Agreement                                                      
                                                                              
    Simultaneously upon Completion of the Proposed Acquisition, the           
    Vendor (or its assignee) and SDFP will also enter into a                  
    Management Agreement with regard to the provisions of hotel               
    management services by the Vendor (or its assignee) to SDFP for           
    a fixed initial term of five years. Terms of the Management               
    Agreement will be finalised and disclosed upon Completion of              
    the SP Agreement. As the Group has not previously engaged in              
    the hotel business, the Directors consider that the Group's               
    strategic diversification into the hotel business through the             
    Proposed Acquisition and the entering into of the Management              
    Agreement are in the best interest of the Company and the                 
    Shareholders as a whole.                                                  
                                                                              
    The Company currently has no intention to change the management           
    but will consider to change the composition of the board of the           
    directors of the Hotel Grandeur Macau subsequent to the                   
    completion of Proposed Acquisition.                                       
                                                                              
    Conditions                                                                
                                                                              
    Completion of the Proposed Acquisition is subject to and                  
    conditional upon the fulfillment of the following conditions:             
                                                                              
    (a)     SDFP shall have at least HK$30 million net current asset as       
    at the date of Completion of the Proposed Acquisition and the             
    Vendor shall be entitled to divest such other assets of SDFP              
    at book value back to the Vendor before Completion of the Proposed        
    Acquisition;                                                              
                                                                              
    (b)     the passing by the Shareholders at a special general