10:21     139 HOLDINGS<00139>-Announcement & Resumption of Trading (7)        

    opportunities in the future. In order to ride the heels of this           
    economic boom and establish a foothold in this growing business,          
    the Group, at this stage, has decided to make an investment in            
    the hotel and catering business in Macau.                                 
                                                                              
    The Directors believe that the rapid growth in Macau's tourism            
    industry will continue in the coming years and the Proposed               
    Acquisition will allow the Group to diversify into a solid                
    business with high potential growth and open up new array of              
    steady income. Furthermore, the Directors also believe that               
    through the ownership of a four-star hotel, it can provide the            
    Group with a solid platform to create strategic alliances and             
    cooperation with global market players in accessing and                   
    developing businesses in the areas of retail sales, tourist               
    related services, and leisure/entertainment-related business              
    activities in the future.                                                 
                                                                              
    Since the management of the Group does not have experience in             
    the hotel operation, the Directors believe it would be beneficial         
    to the Group to enter into the Management Agreement in order              
    to benefit from the expertise of the Vendor and its subsidiaries          
    in the hotel operations. The Directors are of the view that the           
    terms of the Proposed Acquisition are fair and reasonable and             
    in the best interest of the Company and the Shareholders as a             
    whole.                                                                    
                                                                              
    THE PLACING                                                               
                                                                              
    Unless otherwise stated, both the Fully Underwritten Placing              
    Agreement and Best Effort Placing Agreement have the same terms           
    as set out below:                                                         
                                                                              
    Date:   27 January, 2005                                                  
                                                                              
    Parties involved:       (i)     the Placing Agent; and                    
                                                                              
    (ii)    the Company.                                                      
                                                                              
    Placing Agent:  Tai Fook Securities Company Limited is the                
    Placing Agent and will receive a placing commission of 2.5% and           
    1.5% on the gross proceeds from the Fully Underwritten Placing            
    and the Best Effort Placing respectively. The placing commission          
    and the other terms and conditions of the Placing Agreements              
    were arrived at after arm's length negotiations between the               
    Company and the Placing Agent. The Placing Agent is independent           
    of and not connected with the Company and its connected persons.          
                                                                              
    Placing Shares: (i)     2,000,000,000 new Shares on a fully               
    underwritten basis under the Fully Underwritten Placing                   
    Agreement; and                                                            
                                                                              
    (ii)    2,000,000,000 new Shares on a best effort basis under the         
    Best Effort Placing Agreement.                                            
                                                                              
    Placees:        No fewer than six Placees which will be independent       
    individual, corporate and/or institutional investors, and who             
    and whose ultimate beneficial owners will not be connected                
    person(s) of the Company and will be third parties independent            
    of and not connected with the Company, connected persons of the           
    Company and any of the directors, chief executive or substantial          
    shareholder(s) of the Company or any of its subsidiaries or their         
    respective Associates. No Placees will become substantial                 
    shareholders (as defined in the Listing Rules) of the Company             
    as a result of the Placing.                                               
                                                                              
    Placing Price:  The Placing Price of HK$0.032 represents:                 
                                                                              
    (i)     a discount of about 11.11% to the closing price of HK$0.0360      
    per Share on the Last Trading Date;