09:46 FORTUNA INT'L<00530>-Announcement & Resumption of Trading(3) The Consideration was determined after arm's length negotiations between the Vendor and the Purchaser with reference to the fair market value of 100% equity interests in the Target Company being HK$277.8 million as at 31st December 2004 as valued by Grant Sherman Appraisal Limited. The valuation was prepared by Grant Sherman Appraisal Limited by using the discount cashflow method. Grant Sherman Appraisal Limited is a professional valuer which is independent and not a connected person (as defined in the Listing Rules) of the Company. The valuation was arrived after considering the following major factors and assumptions: 1. there will be 50 standard guest-rooms in the Hotel available for rental; 2. income will be derived from food and beverage sale in the restaurant and coffee shop, provision of recreational services such as sauna and entertainment shows and the rental of retail shops, 3. there will be around 14 gaming tables at the gaming concourse and 6 gaming tables in the VIP room, and 4. the casino operator will receive 60% of the profit of the casino while the remaining 40% of the profit of the casino will be received by the Target Company (the profit sharing percentage and mechanism are still under negotiation as at the date of this announcement). The Consideration represents a 40% discount to the valuation of 30% interests in the Target Company being approximately HK$83million. The discount is commercially agreed between the parties after arms' length negotiation to reflect the possible increase in number of hotel and casino nearby the Ponte 16 area and thus increase the competition in the casino and hotel business after the completion of the redevelopment plan of Ponte 16 in 2007 and the possibility of further grants of new gaming licence to new casino operators by the Government of Macau in the future. The Directors consider that the terms of the Agreement (including the Consideration) are fair and reasonable and are in the interest of the Shareholders and the Company as a whole. The shareholding structure of the Company before and after the issue of the Consideration Shares: Existing shareholding % Shareholding after the issuance of the Consideration Shares % to enlarged issued share capital Ample Glory Limited (note 1) 1,970,771,910 15.04 1,970,771,910 14.00 Prestbury Incorporated Limited ("Prestbury") 727,410,624 5.55 727,410,624 5.17 Mr. Kwee Cahyadi Kumala ("Mr. Kwee") (note 2) 52,500,000 0.40 52,500,000 0.37 Pan Asia Sat Media Ltd. (note 3) 665,568,000 5.08 665,568,000 4.73 Ms. Lam (note 4) - - 980,000,000 6.96 Public 9,685,567,692 73.93 9,685,567,692 68.77 Total 13,101,818,226 100 14,081,818,226 100 Note: 1. Ample Glory Limited is company wholly-owned by Mr. Kwok Ying Leung ("Mr. Kwok"), therefore Mr. Kwok is deemed to be interested in 1,970,771,910 Shares held by Ample Glory Limited pursuant to Part XV of the SFO. Ms. Cheung Lai Sheung, Winnie ("Ms. Cheung") is the spouse of Mr. Kwok, therefore Ms. Cheung is also deemed to be interested in the 1,970,771,910 Shares held by Ample Glory Limited. Both Mr. Kwok and Ms. Cheung do not hold any office in the Group and they are not directors nor chief executive of the Company and/or any of its subsidiaries or any associates (as defined in Rule 1.01 of the Listing Rules) of any of them.