10:59 K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-2 . Family Companies and KWIH (the existing controlling shareholder of KWCM), together with their respective associates and parties acting in concert with them, will hold about 48.6% and 27.2% respectively of the issued share capital of KWCM diluted by the Consideration KWCM Shares (assuming that there will be no change in its issued share capital from the date of this announcement to Completion save for the issue of the Consideration KWCM Shares at Completion). The Minority Vendors will hold about 13.0% of the issued share capital of KWCM as diluted by the Consideration KWCM Shares (assuming that there will be no change in its issued share capital from the date of this announcement to Completion save for the issue of the Consideration KWCM Shares at Completion). The Trusts are the controlling shareholders of KWIH. KWCM is a subsidiary of KWIH. Through the direct shareholding of City Lion in KWCM, and the indirect shareholding through KWIH immediately after Completion, the Trusts will continue to have de facto and Takeovers Code control of KWCM. The Executive has confirmed that the proposed Acquisition and issue of the Consideration KWCM Shares will not result in any general offer obligation under the Takeovers Code. Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration KWCM Shares. General The KWCM Board proposes that the name of KWCM be changed to Galaxy Entertainment Group Limited (). The proposed change of name is subject to approval by the KWCM Shareholders by way of a special resolution at the KWCM EGM. Under the Listing Rules, the Acquisition will constitute a connected transaction and very substantial acquisition for KWCM and a connected transaction, very substantial acquisition and deemed very substantial disposal for KWIH. The Acquisition is conditional upon, amongst other things, the approval of the KWCM Independent Shareholders and the KWIH Independent Shareholders. Voting on the Acquisition will be conducted by way of poll. The Trusts, Family Companies, KWIH, members of the Lui Family and their respective associates will abstain from voting on the Acquisition. Other conditions precedent to Completion are set out in the subsection headed ``Conditions Precedent'' in the section headed ``A. The Acquisition'' below. A circular of KWIH and KWCM containing, amongst other things further particulars of the Acquisition and Galaxy, the recommendations of the KWIH Independent Board Committee, a letter of advice from Anglo Chinese Corporate Finance, Limited, independent financial adviser to the KWIH Independent Board Committee and the KWIH Independent Shareholders, the recommendations of the KWCM Independent Board Committee and a letter of advice from Commerzbank AG, independent financial adviser to the KWCM Independent Board Committee and the KWCM Independent Shareholders, an accountants' report on Galaxy, property valuation reports relating to the property interests of Galaxy the KWCM Group and the KWIH Group and notices convening the KWCM EGM and the KWIH SGM will be sent to the KWCM Shareholders and the KWIH Shareholders respectively as soon as is practicable. As Completion is subject to the fulfilment of a number of conditions precedent, the Acquisition may or may not proceed. Shareholders and potential investors of KWCM should exercise caution when dealing in the KWCM Shares and shareholders and potential investors of KWIH should exercise caution when dealing in the KWIH Shares. Dealings in the KWCM Shares and the KWIH Shares on the Stock Exchange were suspended at the request of KWCM and KWIH respectively from 9:30 a.m. on 7th March, 2005. Applications have been made by KWCM and KWIH respectively for resumption in dealings in the KWCM Shares and the KWIH Shares on the Stock Exchange with effect from 9:30 a.m. on 19th April, 2005. A. The Acquisition Summary of the Acquisition Canton Treasure, a wholly-owned subsidiary of KWCM, agreed on 14th March, 2005 to acquire the Galaxy Equity Interest. The Purchase Price is to be satisfied by the issue of the Consideration KWCM Shares and FRNs or, at the sole discretion of KWCM, FRNs and/or in cash. Further details of the Acquisition Agreement are set out below. Canton Treasure has no material business, assets or liabilities save for those under the Acquisition Agreement.