09:32 GOLDEN HARVEST<01132> - Announcement (3) GEMS is an investment holding company. The principal asset of GEMS is its 25% shareholding interest in TGV, in which the Group through Golden Harvest Cinemas already holds a direct 25% shareholding. TGV is principally engaged in film exhibition in Malaysia. For the year ended 31 December 2003, GEMS recorded the audited consolidated net profits of RM86,451 (approximately HK$177,440.68). GEMS recorded the unaudited consolidated net profits of RM1,850,106.86 (approximately HK$3,797,344.33) for the year ended 31 December 2004. The unaudited consolidated net tangible assets of GEMS as at 31 December 2004 were RM4,758,561.14 (approximately HK$9,766,946.74) (taking into account the shareholder's loan of RM10,382,997.00 (approximately HK$21,311,101.34). The shareholders' loans due from GEMS to its shareholders amounted to RM10,382,997.00 approximately HK$21,311,101.34) in aggregate as at 31 December 2004. The consideration of each of the PPB Acquisition and the Tanjong Acquisition represents a discount of approximately 15% to the share of the unaudited consolidated net tangible assets of GEMS as at 31 December 2004. The Group currently holds approximately 33.33% shareholding interest in GEMS. By purchasing approximately an additional 33.33% shareholding interest in GEMS from each of PPB and Tanjong, the Acquisitions will enable the Group to consolidate its interests in GEMS so that it will become a wholly-owned subsidiary of the Group following completion of the Acquisitions. With the Group's existing direct 25% shareholding interest in TGV, the completion of Acquisitions will also result in the Group's aggregate shareholding interests in TGV increasing to 50%. As stated in the 2004 annual report of the Company, the total cinema box office in Malaysia increased by 23% to RM139 million (approximately HK$285,297,500) in 2004. TGV showed an 18% increase in reported cinema box office receipts to RM49.2 million (approximately HK$100,983,000), partly due to the addition of two new screens. Taking into account the further growth prospects of TGV, the Directors are of the view that the Acquisitions should be able to bring additional cash flows and earnings to the Group, thereby improving its financial position. D. LISTING RULES IMPLICATIONS Under the Listing Rules, the Acquisitions together constitute a discloseable transaction for the Company. A circular containing, among other things, further details of the Acquisitions will be despatched to its shareholders as soon as practicable. E. DEFINITIONS USED IN THIS ANNOUNCEMENT "associate(s)" has the meaning given to this term in the Listing Rules "Acquisitions" the PPB Acquisition and the Tanjong Acquisition "Company" Golden Harvest Entertainment (Holdings) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "Directors" the directors of the Company "GEMS" Global Entertainment and Management Systems Sdn. Bhd., a company incorporated in Malaysia, which is currently owned as to 33.33% by each of Golden Harvest Cinemas, PPB and Tanjong "Golden Harvest Cinemas" Golden Harvest Cinemas Holding Ltd., a company incorporated in the British Virgin Islands, which is a wholly-owned subsidiary of the Company "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "PPB" PPB Group Bhd., a company incorporated in Malaysia