09:38 MACAU SUCCESS<00487> - Announcement & Resumption (4) its nominee to become the holder of the Option Interest; and (iii) all other necessary consents and approvals (or waivers) having been obtained by the Borrower and the Lender for exercising the Option under the Option Deed. The Option may be exercised at the Option Price by the Lender at any time during 57 months from the date of the Option Deed by serving a notice to the Borrower upon which the Option shall be deemed exercised. The Option Price shall, unless otherwise agreed between the Lender and the Borrower, be determined on the following basis: Option Price = A X 20% whereas: "A" represents not exceeding 4 times of the Profits at time of the exercise of the Option. The final Option Price will be determined through arms' length negotiation between the Borrower and the Lender. Pursuant to the Option Deed, upon completion of the allotment and issue of the Option Interest, the Borrower shall deliver to the Lender an irrevocable direction instructing the Lender to pay the Option Price by way of setting off of part or whole of the Loan owing by the Borrower to the Lender under the Loan Agreement and any remaining part of the Loan shall be repaid by the Borrower to the Lender. In the event that the amount of the Option Price is more than the Loan, the shortfall should be paid by the Lender to the Borrower. INFORMATION ON THE BORROWER AND ITS GAMING INTERMEDIARIES BUSINESS The Borrower was incorporated in Macau on 1 March 2005 and is owned as to 56% by Mr. Yeung, 24% by Mr. Chan and 20% by an Independent Third Party as at the date of this announcement. The Borrower will be principally engaged in the gaming intermediaries business at the King Seiner Palace and will apply for the Gaming Intermediaries Licence (*) as soon as possible under the Gaming Intermediaries Regulation of Macau. The obtaining of the Gaming Intermediaries Licence (*) is subject to the consents given by the casino operator at the King Seiner Palace. As such, there is currently no concrete timetable as to when the Gaming Intermediaries Licence (*) will be obtained by the Borrower. Should the Lender aware that the Borrower is unable to obtain the Gaming Intermediaries Licence (*), the Lender may require the Borrower to repay the full amount of the Loan and all indebtedness and moneys payable by the Borrower by giving not less than 30 days' prior written notice to the Borrower. The gaming intermediaries business to be carried out by the Borrower in Macau includes marketing and organizing gaming-related trips for introducing customers to participate in the gaming activities provided by the casino operator, being an Independent Third Party, at the King Seiner Palace and the provision of other ancillary services such as food and beverage services, accommodation and transportation arrangements for its customers. According to the Borrower, the King Seiner Palace is undergoing renovation works and expected to be opened in April 2005. As advised by the Borrower, the Loan to be drawn by the Borrower under the Loan Agreement will be used as general working capital of the Borrower for the purpose of running its gaming intermediaries business at the King Seiner Palace. Other than the registered share capital of MOP 1,500,000 and other incidental costs relating to the formation of the Borrower, the Borrower does not have any other assets or liabilities as at the date of this announcement. REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE LOAN AGREEMENT AND THE OPTION DEED The Group is principally engaged in the leasing and management of the 55% owned cruise ship and other tourists-related businesses. As stated in the annual report of the Company for the year ended 30 September 2004, the established strategies of the Group are to develop and strengthen tourists-related business including further development of hotels and casinos business in Macau. As mentioned in the announcement of the Company dated 9 November 2004, it is expected by the Directors that given clear strategies established by the Government of Macau to continuously develop Macau as a tourism and gaming, as well as an international MICE (Meetings, Incentives, Conferences, Exhibitions) and leisure destination, the prospects of the gaming industry, local tourism, hotel services and other related industries in Macau will be promising in the future. In view of the business development strategies of the Group and the promising business environment in Macau, the Group has already entered into a joint development of a Macau theme park