09:24     LAI SUN DEV<00488> - Announcement (3)                               

    and to make an advance payment of US$1,400,000 (being approximately       
    HK$11 million) to FHRI. The extension of the Operation and Management     
    Agreement will allow Vina to continue to use the name Furama Resort for   
    the duration of the extended term.                                        
                                                                              
    If IBHJV fails to extend the Operation and Management Agreement or the    
    Ministry of Planning and Investment of Vietnam fails to approve the       
    extension within 60 days after Closing, Vina will in any event make the   
    payment referred to above of US$1,400,000 (being approximately HK$11      
    million) to FHRI for and on behalf of IBHJV. On receipt of this money     
    from Vina, and whether or not the two year extension of the Operation     
    and Management Agreement has taken effect, FHRI shall continue to manage  
    the Furama Resort in accordance with the Operation and Management         
    Agreement without any further payment until the expiry of the original    
    term on 31 March 2006. On the expiry of the original term, if the two     
    year extension of the Operation and Management Agreement has not taken    
    effect, FHRI will be available for a period of two years from Closing at  
    the request of Vina and/or IBHJV to perform the provisions of the         
    Operation and Management Agreement.                                       
                                                                              
    Conditions                                                                
                                                                              
    The Sale and Purchase Agreement is subject to the satisfaction or, in     
    the case of the Second Condition below only, waiver by the Sellers of     
    the following Conditions:                                                 
                                                                              
    1.        there being no subsisting order or injunction issued by any     
    court of competent authority against the Sellers preventing them from     
    completing the transactions contemplated in the Sale and Purchase         
    Agreement (the First Condition); and                                      
                                                                              
    2.        the following payments having been paid by Vina on the          
    following dates: (i) US$4,700,000 (being approximately HK$37 million) on  
    the 9 May 2005; and (ii) US$4,700,000 (being approximately HK$37          
    million) on 8 June 2005 or such other dates as may be agreed in advance   
    of the above dates, in writing, by the Sellers and Vina (the Second       
    Condition).                                                               
                                                                              
    Termination                                                               
                                                                              
    The Sale and Purchase Agreement may be terminated by Vina if:             
                                                                              
    1.        the Sellers fail to perform any of their (i) pre-closing        
    obligations which include, amongst other things, procuring that the       
    business of each company being sold will in all material respects be      
    conducted only in the ordinary and usual course; and (ii) closing         
    obligations which include, amongst other things, the delivery to Vina of  
    a duly executed transfer into the name of Vina in respect of all the      
    FIHL Shares and assignment deeds signed by the Sellers and FHRI           
    respectively, in relation to the assignment of the Shareholders Debt and  
    the Outstanding Fee; or                                                   
                                                                              
    2.        there are any fraudulent misrepresentations committed by the    
    Sellers in relation to the Transaction prior to Closing; or               
                                                                              
    3.        the First Condition is not met or fulfilled by 31 July 2005 or  
    such other date as may be agreed in advance of such date, in writing, by  
    the Sellers and Vina; or                                                  
                                                                              
    4.        there are material breaches of one or more warranties given by  
    the Sellers and deemed to be repeated on the Closing Date and such        
    breach or breaches arise from or in relation to matters other than those  
    set out below and which taken together, have or will have, a financial    
    effect of US$1,000,000 (being approximately HK$8 million) or more.        
                                                                              
    Vina will not have a right to terminate the Sale and Purchase Agreement   
    if such breach or breaches of warranty given by the Sellers arise from    
    or are in relation to the ordinary course of IBHJV's operation including  
    without limitation the ordinary business of the Furama Resort and are     
    not within the Sellers reasonable control.                                
                                                                              
    The Sale and Purchase Agreement may be terminated by the Sellers if Vina  
    fails to fulfil the Second Condition.                                     
                                                                              
    Closing                                                                   
                                                                              
    The Closing Date of the Transaction is expected to be 8 July 2005 or      
    such other date as the Sellers and Vina shall agree in advance of 8 July  
    2005, in writing. The Company will make a further announcement if the     
    Closing Date is not 8 July 2005.                                          
                                                                              
    The Directors believe that the terms of the Transaction are fair and      
    reasonable and in the interest of the shareholders as a whole.            
                                                                              
    III.        FINANCIAL EFFECTS OF THE DISPOSAL