09:32     GOLDEN HARVEST<01132> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement, makes               
    no representation as to its accuracy or completeness and                  
    expressly disclaims any liability whatsoever for any loss                 
    howsoever arising from or in reliance upon the whole or                   
    any part of the contents of this announcement.                            
                                                                              
    GOLDEN HARVEST ENTERTAINMENT (HOLDINGS) LIMITED                           
    (Incorporated in Bermuda with limited liabilities)                        
    (Stock Code: 1132)                                                        
                                                                              
    DISCLOSEABLE TRANSACTION - ACQUISITION OF APPROXIMATELY                   
    66.66% SHAREHOLDING                                                       
    IN GLOBAL ENTERTAINMENT AND MANAGEMENT SYSTEMS SDN. BHD.                  
                                                                              
    The Directors are pleased to announce that on 3 March, 2005,              
    Golden Harvest Cinemas, a wholly-owned subsidiary of the                  
    Company, and PPB entered into the PPB Acquisition Agreement               
    pursuant to which Golden Harvest Cinemas agreed to acquire                
    from PPB the PPB Sale Shares (representing approximately                  
    33.33% of the issued share capital of GEMS) and a related                 
    shareholder's loan. The consideration for the PPB                         
    Acquisition is RM4,289,424.31 (approximately                              
    HK$8,804,043.40).                                                         
                                                                              
    On 3 March, 2005, Golden Harvest Cinemas also entered into                
    the Tanjong Acquisition Agreement with Tanjong pursuant                   
    to which Golden Harvest Cinemas agreed to acquire from                    
    Tanjong the Tanjong Sale Shares (representing                             
    approximately 33.33% of the issued share capital of GEMS)                 
    and a related shareholder's loan. The consideration for                   
    the Tanjong Acquisition is also RM4,289,424.31                            
    (approximately HK$8,804,043.40).                                          
                                                                              
    The consideration for each of the PPB Acquisition and the                 
    Tanjong Acquisition was determined after arm's length                     
    negotiations between the parties. The Directors consider                  
    that the terms of the Acquisitions are fair and reasonable                
    so far as the shareholders of the Company are concerned.                  
                                                                              
    The Acquisitions together constitute a discloseable                       
    transaction for the Company under the Listing Rules. A                    
    circular containing, among other things, further details                  
    of the Acquisitions will be despatched to the shareholders                
    of the Company as soon as practicable.                                    
                                                                              
    A.   PPB ACQUISITION AGREEMENT DATED 3 MARCH, 2005                        
    1.   Parties to the PPB Acquisition Agreement                             
    Vendor:   PPB                                                             
                                                                              
       PPB is principally engaged in sugar cane cultivation and               
    investment holding. To the best of the Directors' knowledge,              
    information and belief having made all reasonable enquiries,              
    each of PPB and its ultimate beneficial owners is a third                 
    party independent of the Company and not a connected person               
    (as defined under the Listing Rules) of the Company.                      
                                                                              
    Purchaser:   Golden Harvest Cinemas (a wholly owned                       
    subsidiary of the Company)                                                
                                                                              
    2.   Assets to be acquired                                                
    Pursuant to the PPB Acquisition Agreement, Golden Harvest                 
    Cinemas has agreed to acquire from PPB the PPB Sale Shares                
    (representing approximately 33.33% of the issued share                    
    capital of GEMS) and a related shareholder's loan in the                  
    principal amount of RM3,457,000.00 (approximately                         
    HK$7,095,492.50) as at the date of this announcement. The                 
    principal asset of GEMS is its 25% shareholding interest                  
    in TGV.                                                                   
                                                                              
    3.   Consideration                                                        
    The consideration payable by Golden Harvest Cinemas to PPB                
    for the PPB Acquisition is RM4,289,424.31 (approximately                  
    HK$8,804,043.40). Pursuant to the PPB Acquisition                         
    Agreement, the consideration for the PPB Acquisition will                 
    be satisfied in cash and is payable upon completion. The                  
    payment for the consideration will be funded by the Group's               
    existing banking facility.