09:41 MACAU SUCCESS<00487> - Announcement & Resumption (7) "Group" the Company and its subsidiaries "Guarantee" the guarantee to be executed by the Guarantors in favour of the Lender as security for the Loan Facility "Guarantors" Mr. Yeung and Mr. Chan "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Board Committee" an independent committee of the Board to be established for the purpose of advising the Independent Shareholders in connection with the Loan Agreement and the Option Deed and the respective transactions contemplated thereunder "Independent Shareholders" the Shareholders other than Mr. Yeung and Mr. Chan and their respective associates "Independent Third Party(ies)" a person(s) or company(ies) which is/are not connected with the Directors, chief executive, substantial shareholders (as defined in the Listing Rules) of the Company or any of their respective associates "King Seiner Palace" a hall providing gambling activities located in Macau Pharaoh Hotel (formerly known as The Landmark Hotel), Macau "Lender" Joyspirit Investments Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loan" the principal amount to be drawn and for the time being outstanding under the Loan Facility "Loan Agreement" the loan agreement dated 7 March 2005 entered into between the Lender and the Borrower in relation to the grant of the Loan Facility "Loan Facility" the loan facility of HK$50 million to be made available by the Lender to the Borrower in accordance with terms and conditions of the Loan Agreement "Macau" the Macau Special Administrative Region of the PRC "Mr. Chan" Mr. Chan Hon Keung is beneficially interested in approximately 15.43% of issued share capital of the Company and 24% of the share capital of the Borrower as at the date of this announcement "Mr. Yeung" Mr. Yeung Hoi Sing, Sonny, an executive Director, is beneficially interested in approximately 36.01% of issued share capital of the Company and 56% of the share capital of the Borrower as at the date of this announcement "Option" the option to require the allotment and issue by the Borrower of the Option Interest to the Lender or its nominee at the Option Price upon and subject to the terms and conditions of the Option Deed "Option Deed" the deed of option dated 7 March 2005 entered into between the Lender and the Borrower in relation to the grant of the Option by the Borrower to the Lender "Option Interest" one share representing 20% of the enlarged share capital of the Borrower as at the date of the completion of the allotment and issue of the Option Interest "Option Price" the price of exercising the Option by the Lender "PRC" the People's Republic of China "Profits" net profits of the Borrower before all interest payments on the Loan for the latest financial year of the Borrower as shown as in the audited accounts of the Borrower "Secured Indebtedness" the Loan and all outstanding interest accrued thereon and all other fees and money due and payable by the Borrower from time to time in respect of the Loan Facility, and all other moneys which may from time to time be due and owing by the Borrower, the Guarantors and/or such other persons as the Borrower may agree with the Lender whether under the Loan Agreement or otherwise "SGM" a special general meeting of the Company to be convened and