09:50 RICHE M-MEDIA<00764>-Announcement&Resumption of Trading (11) "Convertible Note" the 4% per annum convertible note in the aggregate principal amount of HK$500,000,000 to be issued by the Company upon Completion as part of the Consideration "Conversion Price" HK$0.50 per Share "Conversion Shares" the Shares to be issued by the Company under the Convertible Note upon exercise of the conversion rights or otherwise pursuant to the terms of the Convertible Note "Directors" the directors of the Company "Dragon Leader" Dragon Leader Limited, a company incorporated in the British Virgin Islands and is wholly-owned by the Company "Effective Date" the effective date of the Sub-Marketing Agreement, being the date on which the appointment of Leadfirst by the 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 services for the customers of the Casino becoming effective, being the date of completion of the acquisition of the Vessel as referred to under the paragraph headed "Information of the Vessel" in this announcement "Escrowed Certificate" the certificate evidencing title to HK$250,000,000 of the Convertible Note escrowed with Dragon Leader's solicitors "Group" the Company and its subsidiaries "HK$" Hong Kong dollar, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Last Trading Day" 24th March 2005, being the last trading day of the Shares on the main board of the Stock Exchange immediately prior to the date of this announcement "Leadfirst" Leadfirst Limited, a company incorporated in the British Virgin Islands and is wholly-owned by Mr. Ki "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Macau" the Macau Special Administrative Region of the People's Republic of China "Management Fee" a monthly management fee calculated at 1.7% of the total rolling turnover of the Casino based on the records of Best Winning and to be received by it under the Sub-Marketing Agreement "Mr. Ki" Mr. Benny Ki, an independent third party who is not a connected person (as defined under the Listing Rules) of the Company "Noteholder(s)" the person(s) who is/are for the time being the registered holder(s) of the Convertible Note(s) "Options" the options granted under the share option scheme adopted by the Company on 21st January 2002 to subscribe for Shares in accordance with the terms therein "PRC" The People's Republic of China, which for the purpose of this announcement shall exclude Hong Kong, Macau and Taiwan "Rolling and the provision of services involving the exchanging of non-negotiable gambling chips Settlement Service" of the customers of the Casino with Leadfirst where no money in any form is settled by Best Winning in its own capacity and provided always that such non-negotiable gambling chips are given to the customers against (i) production of a bank-in slip demonstrating equivalent amount of money having been deposited in the designated accounts of Leadfirst; or (ii) cash payment of equivalent sum having been received by Best Winning for and on behalf of Leadfirst; or (iii) cash gambling chips of equivalent sum having been received by Best Winning for and on behalf of Leadfirst "Service Agreement" the service agreement to be entered into between the Company and Mr. Ki upon Completion "SGM" the special general meeting of the Company to consider and approve, among other matters, the transactions contemplated in the S&P Agreement, the issue of the Convertible Note and the grant of the BK Share Option to Mr. Ki and the allotment and issue of the Shares