09:32 NEW CENTURY GP<00234> - Announcement (5) THE VESSELS The Vessels are the two cruise liners, namely "Leisure World" and "Amusement World". "Leisure World" was built in 1969 with a carrying capacity of 1,252 persons. It has been operating as a cruise liner from Singapore, Malaysia and Indonesia for eleven years. "Amusement World" was built in 1967 with a carrying capacity of 874 persons. It has been operating as a cruise liner from Singapore, Malaysia and Indonesia for seven years. The Vessels possess accommodation, dining facilities and function rooms. Other facilities include sun decks, gaming rooms (casino), child care facilities, beauty salons, massage facilities, exercise facilities, lounges, bars, entertainment and shopping facilities. The Vessels attract customers from the Asian region. Over the past 12 months, the Group acquired an aggregate of 45% indirect interest in each of the Vessels for a total consideration of approximately US$20.7 million (or approximately HK$161.5 million) from an indirect wholly-owned subsidiary of Huang Group through two acquisitions completed in July 2004 and March 2005 respectively. Details of the acquisitions were set out in the announcements of the Company dated 1st April, 2004 and 26th November, 2004 and the circulars of the Company dated 3rd May, 2004 and 31st January, 2005. The operator of the gaming activities on the Vessels is Evervalue. The books and records of the gaming activities regarding its relevant revenue and expenses are kept by Evervalue. As the Group is not the operator of the gaming activities, the Group will not be exposed to any risk in relation to money laundering (if any) on the Vessels. As advised by the legal advisers to the Company, no licence is required under the Gambling Ordinance of Hong Kong for the operation of the gaming activities on board of the Vessels on the basis that the gaming activities will be conducted exclusively outside Hong Kong. The operations of the gaming activities on the Vessels outside Hong Kong do not contravene the Gambling Ordinance of Hong Kong. The Company will (insofar as it is able to in its capacity as a shareholder of New Century Maritime Limited which indirectly owns the Vessels) ensure that for so long as the Company has a direct and indirect interest in the Vessels, the gaming activities conducted on such Vessels will comply with the applicable laws and/or not contravene the Gambling Ordinance of Hong Kong insofar as it is applicable. In the event that any of the gaming activities operated by Evervalue is illegal, the Group will terminate the Existing Sub-charter Agreements or the New Sub-charter Agreements (as the case may be) in accordance with their terms and seek another sub-charterer and given the improving economy of the Asia Pacific region, the Group does not anticipate any difficulty in locating a new sub-charterer. Shareholders should be aware that under the Guidelines issued by the Stock Exchange in relation to "Gambling Activities undertaken by listed applicants and/or listed issuers" dated 11th March, 2003, should the Group be engaged in gambling activities and operation of such gambling activities (i) fail to comply with the applicable laws in the areas with such activities operate and/or (ii) contravene the Gambling Ordinance of Hong Kong such that the Company or its business may be considered unsuitable for listing under Rule 8.04 of the Listing Rules, the Stock Exchange may direct the Company to take remedial action, and/or may suspend the dealings in, or may cancel the listing of, its securities. REASONS FOR THE NEW CHARTER AGREEMENTS AND COMPLIANCE WITH THE LISTING RULES The principal activities of the Group comprise vessel-chartering and hotel operation in Asia Pacific region, property investment in Hong Kong, provision of property information and monitoring services through websites, and securities trading.