09:14 FORTUNA INT'L<00530>-Announcement & Resumption of Trading(2) 3. neither the Company nor the Target Company has agreed with Mr. Fok Kin Man or with the Owners for acquiring the ownership of the Hotel; and 4. the Directors have not been given any legal documents evidencing the right of Mr. Fok Kin Man as a duly authorised representative for the purpose of selling or leasing the Hotel; The Macau lawyers appointed by the Company are now in the process of finalising the legal opinion to confirm the following: 1. the Target Company has the right to use, occupy and manage the Hotel under the laws of Macau, and 2 the change in a proportion of the shareholdings in the Target Company (i.e. the sale of 30% interest to Everacme Management Limited) will not affect the Target Company's right to use, occupy and manage the Hotel and such rights of the Target Company shall remain valid and enforceable upon completion of the sale of 30% interests in the Target Company. As agreed between the parties under the Agreement, if the legal opinion confirms otherwise, the Company will not proceed to Completion. Further announcement will be made to inform the public and Shareholders upon the issue of the said legal opinion. As stated in the Announcement, completion of the Agreement is subject to several condition precedents being fulfilled, which include: (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.