10:25 CHINA UNITED<00273> - Announcement & Resumption (3) February 2005 1,110,000 47,649 11,007 Based on the information provided to the Company, during the period of October 2003 to February 2005 and for the month of February 2005, the income after gaming tax attributable to Neptune Syndicate was approximately HK$221,053,000 and HK$11,007,000 respectively. Based on the following information provided to the Company (i) the Neptune VIP Club has, since commencement of operations in September 2003, delivered a substantial income after gaming tax attributable to the Neptune Syndicate; (ii) several key personnel of Neptune Syndicate will continue to provide services to the syndicate in relation to the operations of Neptune VIP Club after completion the Transaction; and (iii) Neptune Syndicate holds approximately HK$200 million worth of gaming chips at Neptune VIP Club which can immediately be converted cash upon presentation to the Casino Operator; and taking into consideration that the issue of the Convertible Notes will not create any immediate cash requirements for the Company as well as immediate dilution of the Shareholders, the Board considers that the terms of the Transaction are attractive and will commence negotiations with Mr. Eugene Chuang with the view to agreeing the Transaction as soon as practicable. Further announcements on the progress of the Transaction will be made, if and when appropriate. The Cooperation Terms on the Neptune VIP Club and the financial information on the Neptune Club set out above were provided by the Neptune Syndicate to Mr. Eugene Chuang who, in turn, provided such information to the Company. The Company has not independently verified the accuracy of such information as at the date of this announcement. General The Group is principally engaged in investment holding. The principal activities of the Group include property investments, investment holding, investment in trading securities and provision of brokerage and financial services. The Group has also focused its investment opportunities in PRC and Macau and has completed its investment in 30% of Found Macau Investments International Limited and has provided a HK$150 million shareholder loan to Found Macau as referred to the circular of the Company dated 4th February 2005. THE TRANSACTION MAY OR MAY NOT PROCEED. SHAREHOLDERS ARE ADVISED TO EXERCISE CAUTION IN DEALING IN THE SHARES OF THE COMPANY. Mr. Eugene Chuang is the brother of Mr. Henry Chuang, the chairman of the Company treated as a connected person of the Company under Rule 14A.11(4)(b). If the Transaction proceeds, it will constitute a connected and notifiable transaction for the Company under Rule 14A.13 and Rule 14.06 of the Listing Rules and shall subject to approval of independent shareholders. The size of the transaction will depend on the terms of the agreement to be agreed, but it is likely to be at least a major transaction. At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 14th March, 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 16th March, 2005. DEFINITIONS The following terms are used in this announcement within the meanings set opposite them:- `Acquisition of 80% of the acquisition of a contracted Neptune right to 80% of the rights Syndicate' and obligations of the Neptune Syndicate which syndicate is entitled to share and be responsible for 30% of the profits and losses after gaming tax of gaming activities conducted at the Neptune VIP Club under the Cooperation Terms on Neptune VIP Club. If the Transaction proceeds, the Company will be entitled to an effective interest of 24% of the profits and losses after gaming tax of gaming activities conducted at the Neptune VIP Club under the Cooperation Terms on Neptune VIP Club; `Board' the board of directors of the Company; `Casino Operator' the Lisboa Casino in Macau, which is not a Connected Person of the Company; `Company' China United International