10:05     139 HOLDINGS<00139> - Announcement (5)                              

    (b)     the passing by the Shareholders at a special general              
    meeting to be convened of the ordinary resolution(s) approving            
    the transactions(s) contemplated under the SP Agreement;                  
                                                                              
    (c)     the Stock Exchange granting the listing of and permission         
    to deal in the Shares to be issued upon the exercise of the               
    conversion rights in respect of the Convertible Notes; and                
                                                                              
    (d)     the Shares continuing to be traded on the Stock Exchange          
    (but any temporary suspension not exceeding 35 consecutive                
    trading days (as defined in the Listing Rules) excluded) and              
    no indication being received by the Company on or before the              
    date of Completion from (i) the Stock Exchange indicating that            
    it shall object to the continued listing of the Shares and (ii)           
    the SFC indicating that it shall exercise its powers under Part           
    3 of the Securities and Futures (Stock Market Listing) Rules;             
                                                                              
    (e)     all warranties remaining true and accurate and are not            
    misleading in any material respect;                                       
                                                                              
    (f)     all necessary statutory, governmental and regulatory              
    obligations in Hong Kong, Macau and other jurisdiction (if                
    applicable) having been complied with and all necessary                   
    regulatory, governmental and third party consents and waivers             
    in relation to the implementation of any terms of the SP Agreement        
    by Walterford having been obtained unconditionally; and                   
                                                                              
    (g)     all necessary statutory, governmental and regulatory              
    obligations in Hong Kong, Macau and other jurisdiction (if                
    applicable) having been complied with and all necessary                   
    regulatory, governmental and third party consents and waivers             
    in relation to the implementation of any terms of the SP Agreement        
    and the mortgage by the Vendors having been obtained                      
    unconditionally.                                                          
                                                                              
    Please refer to the Announcement for (i) details of the Hotel             
    Grandeur Macau; (ii) the financial effects of the Proposed                
    Acquisition on the Group; and (iii) reasons for the Proposed              
    Acquisition and entering into of the Management Agreement.                
                                                                              
    LISTING RULES IMPLICATIONS                                                
                                                                              
    The Proposed Acquisition under the SP Agreement constitutes a             
    very substantial acquisition for the Company under the Listing            
    Rules and will be subject to, inter alia, approval of the                 
    Shareholders at the SGM. A circular containing, among other               
    things, further details on the Proposed Acquisition and the SP            
    Agreement together with a notice convening the SGM will be                
    despatched to the Shareholders as soon as practicable in                  
    accordance with the Listing Rules.                                        
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, unless the context otherwise requires,              
    the following terms shall have the following meanings:                    
                                                                              
    "Announcement"  :       the announcement of the Company dated 27          
    January, 2005 in relation to the Preliminary Agreement                    
                                                                              
    "Associates"    :       has the same meaning ascribed thereto under the   
    Listing Rules                                                             
                                                                              
    "Business Day(s)"       :       a day other than a Saturday or Sunday on  
    which banks are open in Hong Kong to the general public for               
    business                                                                  
                                                                              
    "Board" :       the board of Directors