09:47     RICHE M-MEDIA<00764>-Announcement&Resumption of Trading (4)         

    in the management accounts of Best Winning as at the last day of the      
    Relevant Period shall be less than HK$60,000,000,000, Leadfirst shall     
    pay to Dragon Leader for the sum calculated in accordance with the        
    following formula under the S&P Agreement (the "Adjustment") (provided    
    that the Adjustment shall not be more than HK$500,000,000)                
                                                                              
    Adjustment = A x (1 - B/60,000,000,000) - C                               
                                                                              
    where:                                                                    
                                                                              
    A        is the Consideration;                                            
                                                                              
    B        is the Relevant Rolling Turnover;                                
                                                                              
    C        is the Profit-linked Fee actually received by Best Winning for   
    the Relevant Period,                                                      
                                                                              
    and if the resulting Adjustment shall be a negative figure, Leadfirst     
    shall not be required to pay any Adjustment.                              
                                                                              
    In this regard, Leadfirst has undertaken that, and Mr. Ki shall procure   
    that, at least HK$500,000,000 face value of the Convertible Note shall    
    not be converted into Shares for the period commencing from the           
    Completion Date up to and including the earlier of (i) the Early          
    Fulfillment Day (as defined hereinafter) or (ii) 21 Business Days after   
    the last day of the Relevant Period. As security for such arrangement, a  
    certificate with face value of HK$250,000,000 will be held in escrow by   
    the lawyers of Dragon Leader during such period. Nevertheless, in the     
    event that (i) the total rolling turnover for the first six months of     
    the Relevant Period exceeds HK$30,000,000,000; or (ii) the accumulated    
    total rolling turnover for any period within the Relevant Period reaches  
    HK$60,000,000,000 or more ("Early Fulfillment Day"), the certificate, in  
    the amount of HK$250,000,000, which is held in escrow by Dragon Leader's  
    lawyers shall be released to Leadfirst.                                   
                                                                              
    In the event of an Adjustment, the Adjustment shall be satisfied by the   
    Noteholder(s) within 21 Business Days after receipt of a written notice   
    issued by Best Winning to Leadfirst and copied to Dragon Leader's         
    solicitors notifying the Adjustment by cancelling the face value of the   
    Escrowed Certificate by the sum equal to the Adjustment. In the event     
    that the face value of the Escrowed Certificate is insufficient to meet   
    the full Adjustment, a sum of such shortfall shall be cancelled and       
    deducted (on a pro-rata basis) from the face value of the then            
    outstanding Convertible Note automatically with effect from the date of   
    the said written notice, and the certificate(s) in respect of the         
    balance of the then outstanding Convertible Note will be re-issued to     
    the relevant Noteholder(s). The Convertible Note contains provision       
    permitting the cancellation of the Convertible Note to cater for the      
    Adjustment and the restriction on the conversion of the Convertible Note  
    as stated in the paragraph above. These provisions will be binding on     
    the Noteholders, whether or not such Noteholder will be Leadfirst at the  
    time when such event of Adjustment occurs. Save as mentioned herein,      
    there is no restriction on transfer but conversion of the Convertible     
    Note before settlement of the Adjustment.                                 
                                                                              
    Conditions                                                                
                                                                              
    The Completion is conditional upon, among other things, the following     
    conditions being fulfilled, remaining fulfilled or waived by Dragon       
    Leader as at the Completion Date:                                         
                                                                              
    (a)        the Shares remaining listed and traded on the Stock Exchange   
    at all times from the date of the S&P Agreement and on the Completion     
    Date, save for (i) suspension of less than 20 consecutive Business Days   
    or (ii) the suspension (other than on the Completion Date) on account of  
    clearance of any announcement in respect of any of the transactions       
    contemplated under the S&P Agreement;                                     
                                                                              
    (b)        the Sub-Marketing Agreement becoming effective, and remaining  
    valid and enforceable;                                                    
                                                                              
    (c)        Dragon Leader obtaining such legal opinions as it may in its   
    absolute discretion require on, among others, the legality of Best        
    Winning performing under the Sub-Marketing Agreement;                     
                                                                              
    (d)        all licences, consents, approvals (including listing           
    approvals), authorisations, permissions, waivers, orders or exemptions    
    of the Shareholders, the Stock Exchange and the Securities and Futures    
    Commission (if necessary) in connection with the transactions             
    contemplated in the S&P Agreement (including the entering into of the     
    Service Agreement and the transaction contemplated thereby, the issue of  
    the Convertible Note and the grant of the BK Share Option, and the        
    allotment and issue of Shares pursuant to the exercise of the conversion  
    rights under the Convertible Note and the exercise the BK Share Option)   
    having been obtained;