09:46 FORTUNA INT'L<00530>-Announcement & Resumption of Trading(4) 2. Mr. Kwee is the sole shareholder of Prestbury, which holds 727,410,624 Shares. As such, Mr. Kwee is deemed to be interested in the Shares held by Prestbury pursuant to Part XV of the SFO. Mr. Kwee is also interested in 52,500,000 Shares personally. Mr. Kwee is therefore interested in a total of 779,910,624 Shares which comprise (i) the 727,410,624 Shares held by Prestbury and (ii) 52,500,000 Shares held by Mr. Kwee personally. 3. Pan Asia Sat Media Ltd. is owned as to 75.86% by Mr. Hendro Suwandy, as to 11.14% by the Company and as to the remaining 13.00% by an independent third party who is not a connected person (as defined in the Listing Rules) of the Company. Mr. Hendro Suwandy is deemed to be interested in the 665,568,000 Shares held by Pan Asia Sat Media Ltd. pursuant to Part XV of the SFO. 4. Ms. Lam is entitled to 980,000,000 Consideration Shares pursuant to the Agreement upon Completion. Conditions of the Agreement The Completion is conditional upon: (i) the warranties, covenants and representations set out in the Agreement given by the Vendor will be true and accurate and not misleading as at Completion; (ii) the Purchaser is satisfied as to the conditions and completeness of the renovation and facilities of the Hotel and the casino upon carrying out an inspection immediately prior to Completion; (iii) a Macau lawyer to be appointed by the Purchaser issuing a legal opinion under the laws of Macau to the satisfaction of the Purchaser confirming, amongst other things, (i) the right of the Target Company to use and occupy the Hotel is valid and legally enforceable under the laws of Macau; (ii) the Target Company has valid title to the Hotel; (iii) the operation and the business of the Target Company (including the casino operation) is in compliance with the laws and regulation of Macau; and (iv) the transactions contemplated under the Agreement do not and will not infringe any laws, rules and regulations of Macau or results in any approvals or licenses granted to the Target Company becoming void or voidable; (iv) the Vendor having complied fully with the obligations specified in the Agreement prior to Completion; (v) the parties to the Agreement, the other shareholders of the Target Company and the Target Company agreeing on the terms of the management agreements in relation to the operation of the Hotel and the casino therein; (vi) the Shareholders passing resolutions in the special general meeting of the Company to approve, amongst other things, the issue of the Consideration Shares under the Agreement; (vii) the Listing Committee of the Stock Exchange granting the listing of and the permission to deal in the Consideration Shares; and (viii) all necessary consents being granted by third parties (including governmental or official authorities) and no statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Sale Share or the operation of the Target Company and the Hotel and the casino after Completion having been proposed, enacted or taken by any governmental or official authority. If the conditions set out above are not fulfilled or are not waived by the Purchaser (as the case may be) on or before 20th March 2005 or such other date as the parties may agree, the Agreement will cease to be of any further effect, and none of the parties of the Agreement shall have any claims against the other save for any antecedent breach and the Vendor shall return the deposit (without interest) to the Purchaser.