10:23     139 HOLDINGS<00139>-Announcement & Resumption of Trading(12)        

    "Completion of the Placing"     :       completion of the Placing in      
    accordance with the terms and conditions of the Placing                   
    Agreements                                                                
                                                                              
    "Completion of the Proposed     :       completion of the Proposed        
    Acquisition in accordance with the terms and conditions of the            
    SP                                                                        
      Acquisition"          Agreement                                         
                                                                              
    "connected person(s)"   :       has the same meaning ascribed thereto     
    under the Listing Rules                                                   
                                                                              
    "Consideration" :       HK$500 million, being the aggregate               
    consideration payable by Walterford to the Vendor pursuant to             
    the Preliminary Agreement                                                 
                                                                              
    "Convertible Notes"     :       convertible notes in the aggregate        
    principal amount of HK$250 million to be issued by the Company,           
    details of which are set out in the paragraph headed "Principal           
    terms of the Convertible Notes" above                                     
                                                                              
    "Director(s)"   :       the director(s) of the Company                    
                                                                              
    "Division"      :       the Listing Division of the Stock Exchange        
                                                                              
    "First SGM"     :       the special general meeting of the Shareholders   
    to be convened and held to consider and, if thought fit, to               
    approve the allotment and issue of the Placing Shares                     
                                                                              
    "Fully Underwritten Placing"    :       the placing of                    
    2,000,000,000 new Shares under the Fully Underwritten Placing             
    Agreement on a fully underwritten basis                                   
                                                                              
    "Fully Underwritten Placing             the placing agreement             
    between the Company and the Placing Agent dated 27 January, 2005          
    in                                                                        
      Agreement"    :       relation to the placing of 2,000,000,000 new      
    Shares on a fully underwritten basis                                      
                                                                              
    "Fully Underwritten Placing             2,000,000,000 new Shares to       
    be placed on a fully underwritten basis pursuant to the Fully             
      Shares"       :       Underwritten Placing Agreement                    
                                                                              
    "Group" :       the Company and its subsidiaries                          
                                                                              
    "Hong Kong"     :       the Hong Kong Special Administrative Region of    
    the People's Republic of China                                            
                                                                              
    "Last Trading Date"     :       19 January, 2005, being the last full     
    trading day of the Shares before this announcement                        
                                                                              
    "Listing Committee"     :       the listing sub-committee of the          
    directors of the Stock Exchange elected or appointed in                   
    accordance with the Articles of Association of the Stock Exchange         
                                                                              
    "Listing Rules" :       Rules Governing the Listing of Securities on      
    The Stock Exchange of Hong Kong Limited                                   
                                                                              
    "Macau" :       the Macau Special Administrative Region of the            
    People's Republic of China                                                
                                                                              
    "Management Agreement"  :       the hotel management agreement to         
    be entered into between SDFP and the Vendor (or its assignee)             
                                                                              
    "Placing"       :       together, the placing of 2,000,000,000 new Shares 
    under the Fully Underwritten Placing Agreement and the placing            
    of 2,000,000,000 new Shares under the Best Effort Placing                 
    Agreement