09:47 FORTUNA INT'L<00530>-Announcement & Resumption of Trading(5) According to the Agreement, the Purchaser may at its discretion waive all or any conditions above except conditions (vii) and (viii). Although the Agreement granted the Purchaser the right to waive condition (iii), the Purchaser will not waive such condition as the Directors consider that the Macau legal opinion is important to the Company. As for conditions (i), (ii), (iv) to (vi), the Purchaser currently does not intend to waive any of such conditions. As at the date of this announcement, none of the above conditions have been fulfilled. The Company will apply to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Consideration Shares. The Consideration Shares will rank pari passu in all respects amongst themselves and with the existing Shares in issue on the date of issuance and allotment of the Consideration Shares. Further announcement will be made if the settlement of the Consideration is to be by way of issuance of the Consideration Shares. Completion Completion will take place on the second business day upon the above conditions are fulfilled or otherwise waived by the Purchaser or on such other date as the parties may agree. Upon Completion, the Target Company will become an associate of the Company. Shareholders' and management agreement Upon Completion, a shareholders' agreement will be entered into by the then shareholders of the Target Company to govern the management of the Target Company in relation to its hotel operation, the ownership of the Target Company and the respective rights and obligations of the shareholders thereof. Shareholders of the Target Company before Completion: Shareholder Share percentage shareholding Vendor 1 share of MOP60,000 60% Mr. Ho 1 share of MOP10,000 10% Ferrocid 1 share of MOP30,000 30% Each of the Vendor, Mr. Ho and Ferrocid is an Independent Third Party and is not connected person (as defined in the Listing Rules) of the Company. Shareholders of the Target Company upon Completion: Shareholder Share percentage shareholding Vendor 1 share of MOP30,000 30% Purchaser 1 share of MOP30,000 30% Mr. Ho 1 share of MOP10,000 10% Ferrocid 1 share of MOP30,000 30% The Purchaser may consider subscribing for new shares of the Target Company or purchase shares of the Target Company from any other shareholder of the Target Company so as to increase up to 60% interests in the Target Company in the future after Completion. No formal agreement has yet been signed in this respect. The Stock Exchange may require the Company to aggregate such further acquisitions or subscriptions of the shares of the Target Company and treat them as if they were one transaction if such further acquisitions or subscription are all completed within a 12 month period from the date of Completion. At present, the board of directors of the Target Company consists of 2 directors, namely Ms. Lam and Mr. Chu Si Chong. Upon Completion, the board of directors of the Target Company will be comprised of five directors. Ms. Lam and Mr. Chu Si Chong will remain as the directors, while Mr. Ho will be appointed as a director and the Purchaser will be entitled to appoint two directors. As such, none of the parties will become the majority of the board of the Target Company. The Hotel and all the facilities thereof (except the casino) will be managed by the Target Company while the management and operation of the casino will be carried out by a casino operator (who is required to possess a valid casino operator licence).