09:48 RICHE M-MEDIA<00764>-Announcement&Resumption of Trading (7) will be engaged as the general manager of the Company for the provision of, in particular but without prejudice to the generality of the foregoing management and consultancy services relating to the promotion and introduction of customers to the Vessel, Rolling and Settlement Services of the Casino (including their calculation) and all other matters related and/or incidental thereto. The Service Agreement will commence from the Effective Date and will have a term of three years which is renewable for another three years thereafter, unless and until terminated in accordance with the terms thereof. The Company will ensure the compliance with all applicable requirements under the Listing Rules before such renewal. Remuneration In consideration of entering into the Service Agreement and the services to be rendered thereunder, the Company shall: (i) grant Mr. Ki the BK Share Option, subject to the approval of the Shareholders at the SGM, upon signing of the Service Agreement; and (ii) pay Mr. Ki a monthly salary of HK$10,000 for a term of one-year from the date of the Service Agreement (subject to such increase as the Company may determine from time to time at its absolute discretion to a maximum of HK$100,000 per month); and (iii) starting from the date next following the first anniversary of the date of the Service Agreement and for every year of services by Mr. Ki thereafter ("Service Year"), the monthly salary payable to Mr. Ki shall be equal to the higher of (a) HK$10,000; or (b) one-twelfths of 5% of the net profit of the Group (after taxation and the payment such salary but before extraordinary items) for the immediately preceding Service Year. The BK Share Option, which is exercisable for a period of 5 years commencing from the Completion Date, to be granted by the Company to Mr. Ki to subscribe for 500,000,000 Shares (the "Option Shares"), which represent approximately 10.52% of the existing issued Share capital of the Company as at the date of this announcement (subject to adjustment) at an exercise price of HK$0.25 per Share (the "Option Price") which is made by reference to the current market price of the Shares. The Option Price represents a discount of approximately 28.6% to the closing price of HK$0.35 per Share quoted on the Stock Exchange on the Last Trading Day. Exercise of the BK Share Option (if in parts) shall be in minimum amounts of 10,000,000 Option Shares each time. The number of Shares subject to any BK Share Option so far as such BK Share Option or any part thereof remains unexercised and/or the Option Price is subject to adjustment provisions which are standard terms for options of similar nature. The adjustment events will arise whilst any BK Share Option remains exercisable as a result of alteration in the capital structure of the Company by way of capitalisation of profits or reserves, rights issue or other offer of securities to holders of Shares (including any securities convertible into share capital or warrants or options to subscribe for any share capital of the Company), consolidation, sub-division or reduction of the share capital of the Company, which in the opinion of the auditors of the Company shall be fair and reasonable. The BK Share Option is non-transferrable. Upon the expiry of the period of the BK Share Option or the termination of the Service Agreement whichever is earlier, the BK Share Option shall lapse to the extent not exercised and no compensation will be provided to Mr. Ki. The Directors confirm that they will ensure the compliance of the BK Share Option with Chapter 15 of the Listing Rules from time to time. The Shares issued upon the exercise of the BK Share Option will rank pari passu in all respects with all the existing Shares in issue. No application will be made for the listing of the BK Share Option on the Stock Exchange or any other stock exchange. The Service Agreement is terminable, subject to the terms therein, by either party by giving the other party not less than 90 days prior written notice, although that Mr. Ki is not entitled to terminate such agreement within the first twelve months of the Service Agreement. Any unexercised BK Share Option shall automatically and immediately lapse upon such termination. If the exercise of the BK Share Option and the allotment and issue of any Share pursuant thereto will result in Mr. Ki and his parties acting in concert with him in 30% of the voting rights (or such amount as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the issued share capital of the Company, the Company shall not be obliged to allot and issue any Share to Mr. Ki pursuant to such exercise of the BK Share Option. Furthermore, subject to Completion taking place, the Company will have a first right of refusal on any future gaming and entertainment projects