09:47 RICHE M-MEDIA<00764>-Announcement&Resumption of Trading (2) To the best of the knowledge of the Directors, the current principal activity of Leadfirst is investments holding, and it will be principally engaged in the marketing and promotion of the Vessel and the provision of rolling and settlement service for customers of the Casino upon the commencement of operation of the Vessel and the Casino. Leadfirst has been appointed by the sole operator of the Casino as the sole and exclusive service provider for the promotion and introduction of customers to the Vessel and the provision of rolling and settlement service for customers of the Casino under a binding memorandum of understanding. The term of which is for 3 years with an option to renew for another 3 years. Such functions have been subcontracted to Best Winning under the Sub-Marketing Agreement. So far as the Directors are aware, the appointment of Leadfirst as the sole and exclusive service provider for the promotion and introduction of customers to the Vessel and of rolling and settlement service and its term of appointment by the sole operator of the Casino mirrors that of the Sub-Marketing Agreement. Save for the entering into the Sub-Marketing Agreement with Leadfirst, Best Winning has not commenced any significant business operations since its incorporation. The paid-up capital of Best Winning is US$1. Information relating to the Vessel The Vessel was built in 1992 with a carrying capacity of 354 guests. Owing to its unique, twin-hull design, the Vessel provides the most stable ride of any ship at sea. It has been operating as a cruise liner in Caribbean and Mediterranean. The Vessel possesses ocean-view accommodation, dining facilities and functions rooms. Other facilities include the gaming room, private club, spa & beauty salon, fitness center facilities and lounge. The Vessel was accredited as the "World's Best Small Cruise Line" by Travel & Leisure in 2001. The Vessel is owned by a private company which is owned indirectly as to approximately 12% by Mr. Ki and as to the remaining by various independent third parties. Under certain agreements, the owner of the Vessel leases the Vessel to the operator of the Vessel and the operator of the Vessel leases the Casino to the operator of the Casino. The operator of the Casino appoints Leadfirst as the sole and exclusive service provider for the promotion and introduction of customers to the Vessel and the provision of rolling and settlement service for customers of the Casino. The Directors have confirmed that (i) save as aforesaid, the owners of the Vessel are independent of and not connected with, and do not have any business relationship with, the Company, its directors, chief executive or substantial shareholders and their associates; and (ii) the Company is not entering into contracts or dealing with the owners of the Vessel and the owners of the Vessel play no role in the proposed transactions as stated in this announcement. To the best of the knowledge of the Directors, the shareholders of the Vessel, the shareholders of the operator of the Vessel and the shareholders of the operator of the Casino are not connected persons of the Company and are independent third parties not connected with the directors, chief executive and substantial shareholders of the Company, any of its subsidiaries and their respective associates. Save that Mr. Ki, being the beneficial shareholder of Leadfirst, owns an approximately 12% interest in the Vessel and an approximately 30% interest in the operator of the Vessel, the other shareholders of the Vessel, the other shareholders of the operator of the Vessel and the shareholders of the operator of the Casino are not related to any party to the proposed transactions as stated in this announcement. Furthermore, save for the above, the Directors do not recognise the relationship among the shareholders of the Vessel, the operator of the Vessel and the operator of the Casino. Neither the Company nor Best Winning were privy to the relevant leasing arrangements of the Vessel and the Casino. To the best of the knowledge of the Directors, the leases in question were entered into between the owner of the Vessel and the operator of the Vessel and between the operator of the Casino and the operator of the Vessel which shall be for a term of three years with an option to renew for another term of three years. The Company will also enter into the Service Agreement with Mr. Ki upon Completion, pursuant to which Mr. Ki will be engaged as the general manager of the Company for the provision of the foregoing management and consultancy services relating to the promotion and introduction of customers to the Vessel and the Rolling and Settlement Services of the Casino. Details of this agreement are set out under the paragraph headed "Service Agreement" to this announcement. Sub-Marketing Agreement Under the Sub-Marketing Agreement, Best Winning is being appointed as the sole and exclusive service provider for the promotion and introduction of customers to the Vessel and the provision of Rolling and Settlement Service for customers of the Casino for a term of three years commencing from the Effective Date. Upon expiry of the three-year term