10:23 CHINA UNITED<00273> - Announcement (2) and are hereby authorised to implement all the transactions referred to in the Verbal Agreement including but not limited to completing the FM Acquisition, advancing the New Found Macau Loan, entering into the Shareholders Agreement and to do all such acts and things and sign all such documents as they shall in their absolute discretion consider necessary or desirable to give effect to the Verbal Agreement and the arrangements contemplated thereunder.' 2. `THAT: (A) the entering into of a placing agreement (the `Placing Agreement') dated 12th January, 2005 between the Company, Get Nice Investments Limited (`Get Nice') pursuant to which Get Nice acting as placing agent agreed to procure placees for non interest bearing convertible redeemable notes, on a fully underwritten basis at an aggregate principal amount of HK$100,000,000 and on a best efforts basis at an additional aggregate principal amount of up to HK$100,000,000 (the `New Convertible Notes') (a copy of which has been produced to this meeting marked `C' and initialled by the chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed; (B) the terms and conditions of the New Convertible Notes (a copy of which has been produced to this meeting marked `D' and initialled by the chairman of the meeting for identification purpose) be and are hereby approved; (C) the terms and conditions of the convertible notes (`FM Convertible Note') to be issued to Found Macau in partial satisfaction of Alpha Aim's obligation to fund the shareholders loan to be made to Found Macau of HK$150,000,000 as referred to in the resolution numbered (1) in the notice convening the meeting of the Company dated 4th February, 2005 (a copy of which has been produced to the meeting marked `E' and initialled by the chairman of the meeting for identification purpose) be and is hereby approved; (D) the issue of the New Convertible Notes to placees under the Placing Agreement be and is hereby approved; (E) the issue of the FM Convertible Note to Found Macau be and is hereby approved; (F) the issue and allotment of new shares of the Company (`Conversion Shares') to holders of the New Convertible Notes upon exercise of conversion rights of the New Convertible Notes and to the holder(s) of the FM Convertible Note upon exercise of conversion rights under the FM Convertible Notes in accordance with the respective terms and conditions of the New Convertible Notes and the FM Convertible Notes be and is hereby approved; and (G) the Directors be and are hereby authorised to decide whether or not the FM Convertible Note will be issued and the principal amount thereof and to do all such acts and things and sign all such documents as they shall in their absolute direction consider necessary and desirable to give effect to the Placing Agreement, the issue of the New Convertible Notes and the FM Convertible Note and the issue and allotment of the Conversion Shares and transactions contemplated thereunder.' By Order of the Board China United International Holdings Limited Chuang Yueheng, Henry Chairman Dated 4th February, 2005 Registered Office: 32nd Floor, China United Centre No. 28 Marble Road North Point Hong Kong Notes: 1. A form of proxy to be used for the meeting is enclosed. 2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion. 3. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand