10:04     139 HOLDINGS<00139> - Announcement (3)                              

    3 of the Securities and Futures (Stock Market Listing) Rules;             
    this is not a condition in the Preliminary Agreement; and                 
                                                                              
    (vi)    in the SP Agreement, Completion of the SP Agreement is            
    conditional upon the conditions being satisfied or waived by              
    Walterford in the case of the condition relating to satisfaction          
    of the due diligence results as stated above, on or before the            
    date being the earlier of 34 Business Days from the date of the           
    SP Agreement and (ii) 20 Business Days from the date the title            
    deeds are supplied to Walterford or in the case of the other              
    conditions as stated above, 2 June, 2005 (or such later date(s)           
    as the parties may agree); this is different from the term in             
    the Preliminary Agreement which provides that there is no long            
    stop date for the fulfillment of the conditions set out in the            
    Preliminary Agreement and the Preliminary Agreement shall expire          
    on 2 February, 2005 (or such later date as the parties may agree)         
    or upon the execution of the SP Agreement; and                            
                                                                              
    (vii)   in the SP Agreement, it is stated that the Consideration          
    will be adjusted downward on a dollar-to-dollar basis should              
    the net current asset value (being the current assets of SDFP             
    less its current liabilities as at the date of Completion) of             
    the accounts of SDFP be less than HK$30 million and vice versa;           
    this is not a term in the Preliminary Agreement.                          
                                                                              
    The form of Consideration has been agreed between Walterford,             
    the Company and the Vendors after arm's length negotiation. The           
    Directors (including the independent non-executive Directors)             
    consider the proposed payment terms of the Consideration under            
    the SP Agreement are fair and reasonable.                                 
                                                                              
    As stated in the Announcement, the Consideration was determined           
    with reference to the book value of the Shareholder's Loan and            
    the Net Asset Value of SDFP as shown in the unaudited management          
    accounts of SDFP as at 31 December, 2004. The basis of the                
    Consideration in the SP Agreement is different from the basis             
    of the Consideration as stated in the Announcement. This is due           
    to the fact that, subsequent to the publication of the                    
    Announcement, the Directors have obtained a preliminary                   
    valuation on Hotel Grandeur Macau by an independent valuer for            
    reference purpose, who valued the same at about HK$ 520,000,000           
    as at 1 February, 2005. As Hotel Grandeur Macau constitutes the           
    principal asset of SDFP, the Directors consider that it would             
    be prudent and appropriate to base the Consideration on such              
    valuation which was obtained from an independent professional             
    valuer.                                                                   
                                                                              
    After taking into consideration such preliminary valuation, the           
    Consideration therefore was derived, among others, on the basis           
    of (i) an agreed valuation of the Hotel Grandeur Macau of HK$470          
    million; and (ii) net current assets of SDFP as at the date of            
    Completion of HK$30 million which was determined with reference           
    to the unaudited net current assets of SDFP of approximately              
    HK$30 million as at 31 December 2004 (subject to adjustment).             
    The deemed valuation of Hotel Grandeur Macau of HK$470 million            
    was agreed after arm's length negotiation between the Vendors,            
    Walterford and the Company.                                               
                                                                              
    Principal terms of the Convertible Notes                                  
                                                                              
    The principal terms of the Convertible Notes are the same as              
    disclosed in the Announcement. The Directors would like to                
    emphasise that the Convertible Notes will be secured by the               
    Company mortgaging the Properties in favour of the Vendors. The           
    conversion price of the Convertible Notes is subject to usual             
    adjustment