10:22 CHINA UNITED<00273> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. China United International Holdings Limited (Incorporated in Hong Kong with limited liability) (Stock Code: 273) MAJOR AND CONNECTED TRANSACTIONS INVESTMENT OF 30% IN FOUND MACAU AND HK$150 MILLION SHAREHOLDERS LOAN AND REDEMPTION OF HK$53 MILLION EXISTING CONVERTIBLE NOTES AND ISSUE OF UP TO HK$200 MILLION NEW CONVERTIBLE NOTES NOTICE OF EGM AND DESPATCH OF CIRCULAR The Company wishes to announce that circular to shareholders with respect to the FM Transactions and the Placing will be despatched to shareholders on 4th February, 2005. Set out below is the notice of EGM in accordance with Rule 13.73 of the Listing Rules. Reference is made to the Company's announcement dated 12th January, 2005 in relation to, inter alia, the FM Transactions and the Placing and circular to shareholders of the Company dated 4th February, 2005 (`Circular'). Terms used this announcement shall have the same meanings as ascribed thereto in the Circular. The Circular sets out details of (i) the FM Transactions and the Placing of the New Convertible Notes (ii) the letter from the Independent Board Committee to the Independent Shareholders on the FM Transactions (iii) the recommendation from Kim Eng to the Independent Board Committee and the Independent Shareholders on the FM Transactions (iv) a notice convening the EGM at which resolutions will be proposed to Shareholders to consider and, if thought fit, approve the Transactions. In accordance with Rule 14.38, 14.40 and 14A.49 of the Listing Rules, the Circular should have been despatched to shareholders on 3rd February, 2005. To provide time to finalise information to be disclosed in Circular, the Company has applied for a waiver for the extension of time of despatch of the Circular till 4th February, 2005. By Order of the Board China United International Holdings Limited Chuang Yueheng, Henry Chairman Hong Kong, 3rd February, 2005 In accordance with Rule 13.73 of the Listing Rules, set out below is a reproduction of the notice of EGM which is included in the Circular. NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China United International Holdings Limited (the `Company') will be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong at 9:00 a.m. on Monday, 21st February, 2005 for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions: ORDINARY RESOLUTIONS 1. `THAT the entering of a verbal agreement (the `Verbal Agreement') dated 11th January, 2005 between the Company, through its wholly-owned subsidiary, Alpha Aim International Limited (`Alpha Aim'), Lao Hin Chun, Filipe Lau and Lourenco Cheong (together the `Founders') pursuant to which, inter alia, conditionally (i) Alpha Aim agreed to acquire (`FM Acquisition') 30 shares in Found Macau Investments International Limited (`Found Macau') at an aggregate consideration of US$30; (ii) Alpha Aim agreed to make a loan of HK$150,000,000 to Found Macau (`New Found Macau Loan') which is unsecured, interest free and repayable on demand eight years from the date of drawdown to be evidenced by a promissory note to be executed by Found Macau in favour of Alpha Aim (`Promissory Note') and (iii) Alpha Aim agreed to enter into a shareholders agreement (`Shareholders Agreement') in relation to Found Macau with, inter alia, the Founders, Vision Gate Enterprises Limited, Rightmind Developments Limited (a copy of the draft Promissory Note and Shareholders Agreement has been produced to this meeting marked `A' and `B' and initialled by the chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed and that the directors of the Company (the `Directors') be