09:48     RICHE M-MEDIA<00764>-Announcement&Resumption of Trading (5)         

    (e)        Leadfirst's warranties given in the S&P Agreement remaining    
    true and accurate in all material respects;                               
                                                                              
    (f)        the Stock Exchange not having notified Dragon Leader or the    
    Company that the Company shall be treated as a new applicant for listing  
    or that listing of the Company's securities on the Stock Exchange shall   
    or may be cancelled (or conditions will or may be attached thereto), or   
    the transactions contemplated in the S&P Agreement may constitute a       
    reverse takeover (as defined in the Listing Rules), as a result of        
    completion of the Acquisition or in connection with the terms of or any   
    transaction contemplated in the S&P Agreement (including, but not         
    limited to, in connection with an allegation that the Company is no       
    longer suitable for listing); and                                         
                                                                              
    (g)        Dragon Leader undertaking and completing a due diligence       
    investigation in respect of Best Winning (including but not limited to    
    the affairs, business, assets legality of all business and commercial     
    activities conducted on board the Vessel, encumbrances against the        
    Vessel and any other due diligence relevant to the sale and purchase of   
    the share of Best Winning and the performance under the Sub-Marketing     
    Agreement) liabilities, operations, records, financial position, value    
    of assets, accounts, results, legal and financing structure of Best       
    Winning and Dragon Leader being satisfied in its absolute discretion      
    with the results of such due diligence investigation.                     
                                                                              
    If the conditions of the S&P Agreement are not fulfilled, or waived in    
    whole or in part by Dragon Leader in writing, in its absolute discretion  
    (save for conditions (d) and (f) above which are not waivable) by no      
    later than 5:00 p.m. on 31st December 2005, then all liabilities of the   
    parties thereto will cease and determine and no party will have any       
    claim against the others (except in respect of any antecedent breaches    
    and any matters or things arising out of or in connection with the S&P    
    Agreement).                                                               
                                                                              
    Under the S&P Agreement, Leadfirst has warranted that it was 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 for a term of three years from the date on which the acquisition   
    of the Vessel from its existing owner is completed. Such appointment      
    shall, at Completion, have become effective, and remain valid and         
    enforceable. Leadfirst has also warranted that it has full power to       
    enter into the Sub-Marketing Agreement and to exercise its rights and     
    perform its obligations thereunder. The Directors have advised that a     
    due diligence review will be conducted and the document in relation to    
    the appointment of Leadfirst will be reviewed by the Company to ensure    
    the capacity of Leadfirst.                                                
                                                                              
    Completion                                                                
                                                                              
    Completion shall take place on 1st August 2005 or the fifth Business Day  
    after the date of receipt of written notice from Best Winning to Dragon   
    Leader stating that the full operation of the Casino will commence        
    within one month thereafter, whichever is the later, but subject to the   
    fulfilment (or waiver) of the conditions above on or before that date.    
                                                                              
    Principal Terms of the Convertible Note                                   
                                                                              
    Amount:        HK$500,000,000                                             
                                                                              
    Interest:        4% per annum                                             
                                                                              
    Conversion Price:        HK$0.50 per Share, subject to adjustment.        
                                                                              
            The Conversion Price is subject to adjustment provisions which    
    are standard terms for convertible securities of similar nature. The      
    adjustment events will arise as a result of certain change in the share   
    capital of the Company including consolidation or sub-division of         
    Shares, capitalisation of profits or reserves, capital distributions in   
    cash or specie or subsequent issue of securities in the Company.          
                                                                              
    Maturity Date:        On the tenth anniversary of the date of the         
    Convertible Note                                                          
                                                                              
    Transferability:        The Noteholder may transfer or assign the         
    Convertible Note subject to the consent of the Company, except in         
    respect of a transfer to wholly owned subsidiaries or holding companies   
    of the Noteholder. The Board will decide whether such consent will be     
    given at the relevant time depending on the identity of the transferee.   
                                                                              
    Conversion:        Subject to certain restrictions, at any time during    
    the period commencing from the Commencement Date to the maturity date as  
    mentioned above, the whole or any part of the principal amount of the     
    Convertible Note in the amount of HK$5,000,000 or the multiples thereof