09:29 PEARL ORIENTAL<00600> - 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. PEARL ORIENTAL ENTERPRISES LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 600) VERY SUBSTANTIAL ACQUISITION INVOLVING ISSUE OF NEW SHARES DESPATCH OF CIRCULAR AND CLARIFICATION Reference is made to the announcement issued by the Company dated 6 January 2005 in relation to, inter alia, the Acquisition which constitutes a very substantial acquisition of the Company. The board of Directors announces that the circular containing, inter alia, details of the Acquisition, and a notice of the EGM to be held on Wednesday, 30 March 2005, together with the accompanying form of proxy have been despatched to the Shareholders on 14 March 2005. In addition, the board of Directors would like to clarify that the amendments as explained hereinafter shall be made to the Announcement and update the Shareholders the additional information set out in the Circular. Reference is made to the announcement issued by the Company dated 6 January 2005 in relation to, inter alia, the Acquisition which constitutes a very substantial acquisition of the Company (the "Announcement"). Terms used herein shall have the same meanings as defined in the Announcement unless otherwise specified. DESPATCH OF CIRCULAR The board of Directors announces that the circular (the "Circular") containing, inter alia, details of the Acquisition, and a notice of the EGM to be held on Wednesday, 30 March 2005, together with the accompanying form of proxy have been despatched to the Shareholders on 14 March 2005. CLARIFICATION The board of Directors would like to clarify that as at the date of the Announcement, the major assets of Golden Dragon include, inter alia, the following: (i) 100% of the Hotel and the piece of land on which the Hotel is located which is at the waterfront and facing the Sand's Hotel in Macau. The Hotel is a four star hotel with approximately 483 guest rooms and facilities including swimming pool, sauna, night club, restaurants, retail shops and gaming casino with around 80 gaming tables and 107 slot machines and 6 VIP rooms with around 15 gaming tables (number of gaming tables and slot machines in the gaming casino and the VIP rooms are subject to the relevant licence(s) and operating conditions of the Hotel); (ii) 52 residential apartments located at Block 6, Macau International Centre; and (iii) office premises located at 14/F, Centro Comercial Chong Fok, the total gross floor area of which is approximately 6,536 square feet. Golden Dragon will acquire, as part of the Acquisition, the following from the Vendors and their ultimate beneficial owners immediately before Completion: (i) 100% of the issued share capital of Kam Long Entertainment Limited ("Kam Long"), an investment holding company incorporated in Macau, the sole asset of which is 68% of the issued share capital of Heros Entertainment Company Limited ("Heros"); (ii) 100% of the issued share capital of Legstrong Entertainment Company Limited ("Legstrong"), an investment holding company incorporated in Macau, the sole asset of which is 32% of the issued share capital of Heros; (iii) indirectly 100% of the issued share capital of Heros, an investment holding company incorporated in Macau, the sole asset of which is 60% of the issued share capital of Sunny Tourist; and (iv) indirectly 60% of the issued share capital of Sunny Tourist. Sunny Tourist will enter into a marketing agreement with Golden Dragon pursuant to which, Sunny Tourist will be responsible for marketing and promotion of the gaming casino but not its operations, Golden Dragon will pay its entire entitlement of a 40% share in the gross profits of