11:00 K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-4 The Consideration KWCM Shares represent about 141.9% of the existing issued share capital of KWCM and about 58.7% of the enlarged issued share capital of KWCM immediately after Completion (assuming that there is 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). KWCM may also finance part or all of the Purchase Price that it elects to settle in cash rather than FRNs through the issue and placing of new KWCM Shares and it has agreed to appoint UBS Investment Bank as bookrunner and placing agent as part of their financial advisory engagement. No placing agreement has yet been entered into and the timing and terms of such issue and placing, if any, of new KWCM Shares have yet to be decided. An appropriate announcement will be made if and when they are decided. The Purchase Price and the issue price per Consideration KWCM Share have been arrived at after arms' length negotiations among the parties, by reference to amongst other things:- . an analysis of comparable companies, Galaxy's growth prospects and a report prepared by American Appraisal China Limited, an independent valuer, valuing 100% of Galaxy at HK$23,544,000,000 as at 31st December, 2004 on the basis of generally accepted valuation methodologies, being the market approach and income approach, details of which will be set out on the circular to be issued to the KWIH Shareholders and the KWCM Shareholders. KWCM will acquire 97.9% of the economic interest in Galaxy for HK$18,405,198,023, which represents 80% of the pro-rated valuation provided by the independent valuer for 100% of Galaxy. . the historical performance of the Galaxy Casino at Waldo Hotel, Galaxy's first city club casino, since its opening on 4th July, 2004 up till 31st January, 2005; and . the average closing price per KWCM Share of HK$7.95 for the period of five consecutive trading days from 28th February, 2005 up to and including the Last Dealing Date. The issue price of HK$8.00 per Consideration KWCM Share represents a discount of about 5.9% to the closing price per KWCM Share of HK$8.50 quoted on the Stock Exchange on the Last Dealing Date and a premium of about 0.6% to the 5 consecutive trading days' average closing price per KWCM Share of HK$7.95 as quoted on the Stock Exchange for the period from 28th February, 2005 to the Last Dealing Date. Under the terms of the Acquisition Agreement, City Lion (which is wholly owned by the Principal Trust) has undertaken not to dispose of the Consideration KWCM Shares to be received by it for a period of six months following Completion. (Separately from the Acquisition Agreement, Dr. Lui, City Lion and the Trusts have agreed to undertake to the Stock Exchange not to dispose of any KWCM Shares held by them at Completion for a period of six months following Completion.) Conditions precedent: Completion is conditional upon the fulfilment (or waiver, in certain cases as stated below) of the following conditions precedent: (i) the result of a due diligence review being found satisfactory to KWCM within 21 days after the date of this announcement; (ii) the Acquisition Agreement and the transactions contemplated thereunder, including the issue and allotment of the Consideration KWCM Shares, all having been approved by resolution of the shareholders (or such of them as are not required to abstain from voting by the Stock Exchange or the SFC) of KWCM in general meeting taken on a poll; (iii) the Acquisition Agreement and the transactions contemplated thereunder including the issue and allotment of the Consideration KWCM Shares all having been approved by resolution of the shareholders (or such of them as are not required to abstain from voting by the Stock Exchange or the SFC) of KWIH in general meeting taken on a poll; (iv) the Executive having ruled that the transactions contemplated thereunder and the issuance and allotment by KWCM of the Consideration KWCM Shares to the Vendors do not trigger any obligation on the part of any of the Vendors (and any of the parties considered to be acting in concert with any of the Vendors within the meaning of the Takeovers Code) to make a general offer for all the shares of KWCM or if such an obligation will arise, the same having been waived or (if applicable) an appropriate waiver having been granted;