09:47 FORTUNA INT'L<00530>-Announcement & Resumption of Trading(6) Mr. Ho will be appointed by the Target Company as the manager responsible for the promotion and marketing of the casino in the Hotel to local customers and overseas tourists. The parties will procure a management agreement to be entered into between the Target Company and Mr. Ho upon Completion. The parties will also procure a professional management company or a manager to be appointed for the provision of management service in relation to the Hotel operation. As at the date of this announcement, the parties are negotiating the terms of the above management agreements. The Company will endeavor to ensure that such management agreements be signed before Completion and the terms thereof be in the best interests to the Company and the Shareholders as a whole. Further announcement(s) will be published to inform the Shareholders as soon as practicable after execution if such agreements will give rise to a disclosure obligation under the Listing Rules. IMPLICATION OF THE LAWS OF HONG KONG AND THE LISTING RULES IN RESPECT OF THE CASINO ACTIVITIES The casino within the Hotel will not be operated by any members of the Group but by the casino operator and the operation will not be carried out in Hong Kong. As such, the Group will not be engaged in any gambling activities in Hong Kong. The Company will procure a legal opinion to be issued confirming that its investment in the gaming operation of the Target Company will not contravene the Gambling Ordinance (Chapter 148 of the Laws of Hong Kong). The Company will also, prior to Completion, obtain a legal opinion which will cover, inter alia, the legality of the operation and the business of the Company under the laws and regulations of Macau. Completion is subject to the obtaining of the said Macau legal opinion. Details are stated in the paragraph "Conditions of the Agreement" above. After Completion, the Company will use its best endeavours (insofar as it is able in its capacity as a minority shareholder of the Target Company) to ensure that, for as long as the Company has a direct or indirect interest in the Target Company, the casino activities ("Casino Activities") carried out in the Hotel will comply with (i) the applicable laws in the areas where such activities operate; and/or (ii) not contravene the Gambling Ordinance (Chapter 148 of the Laws of Hong Kong) insofar as it is applicable. Shareholders should be aware that under the guidelines issued by the Stock Exchange in relation to "Gambling Activities Undertaken by Listing Applicants and/or Listed Issuers", should the Casino Activities (i) fail to comply with the applicable laws in the areas where such activities operate; and/or (ii) contravene the Gambling Ordinance (Chapter 148 of the Laws of Hong Kong), the Company or its business may be considered unsuitable for listing under Rule 8.04 of the Listing Rules. Depending on the circumstances of the case, the Stock Exchange may direct the Company to take remedial action, and/or may suspend dealings in, or may cancel the listing of, the Company's securities on the Stock Exchange pursuant to Rule 6.01 of the Listing Rules. REASONS AND BENEFIT OF THE ACQUISITION The Company is an investment holding company of which its subsidiaries are principally engaged in (i) cosmetic and skin care products distribution business; (ii) diamond trading; (iii) investment in properties; (iv) general trading; (v) provision of advertising service such as digital printing and graphic design for advertising, decoration and window dressing and (vi) wine distribution business in Hong Kong.