11:00 K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-3 There are 951,900 Galaxy Shares in issue. Of these, 95,190 (10%) are Galaxy A Shares, which carry full voting rights but only a negligible economic interest in Galaxy. The remaining 856,710 (90%) of the Galaxy Shares are Galaxy B Shares, which carry full voting rights and effectively 100% of the economic interest in Galaxy. The Acquisition is only of Galaxy B Shares. Please see the subsection headed ``Capital structure of Galaxy'' in the section headed ``C. Information on Galaxy'' for more information on the Galaxy Shares. The acquisition of Galaxy by KWCM includes the Concession, all existing and future casinos operating under the Concession (other than those operated under the sub-concession granted to Venetian Macau, S.A. referred to below) and their businesses and management. Galaxy will be the entity responsible for the gaming assets and day-to-day operations for the casinos including managing employee payrolls, utilities, government returns and filings, tax liabilities, security, marketing and promotion, compliance with relevant laws and regulations, appointment of promoters and other service providers and sub-contractors. For the diagrams illustrate the corporate and shareholding structure (economic interests only, taking no account of 100%-owned intermediate holding companies) of KWIH and KWCM before Completion and of KWIH, KWCM and Galaxy immediately after Completion, please refer to the press announcement today. The Acquisition Agreement Set out below is a summary of the principal terms of the Acquisition Agreement: Date: 14th March, 2005 (amended on 1st April, 2005) Parties to the Acquisition Agreement: 1. (a) The Family Companies consisting of City Lion (100% owned by the Principal Trust), Netfinity (100% owned by Mr. Lawrence Lui) and Recurrent Profits (100% owned by Mr. Francis Lui), and (b) the Minority Vendors consisting of Brightwealth (100% owned by Guoco Group Limited, a company listed on the Stock Exchange) and Future Leader (100% owned by Mr. Pedro Ho), (the Minority Vendors being Independent Third Parties save as disclosed in this announcement) as Vendors --- see section M ``Information on the Vendors''; 2. Canton Treasure, a wholly-owned subsidiary of KWCM, as purchaser; and 3. KWCM, as guarantor of the obligations of the purchaser. At the date of this announcement, KWIH, the Trusts, Dr. Lui and his spouse hold a total of 943,156,170 KWCM Shares, representing about 72.71% of the voting rights in KWCM. Subject matter of purchase: Canton Treasure agreed conditionally to acquire the Galaxy Equity Interest at the Purchase Price. The Galaxy Equity Interest, which is a 97.9% economic interest in Galaxy, carrying 88.1% of the voting power in Galaxy, is currently held by Family Companies and the Minority Vendors. It is constituted by 838,719 Galaxy B Shares. Further information about Galaxy and the breakdown of the consideration is set out below. Consideration: The Purchase Price is HK$18,405,198,023, which will be satisfied (i) as to about 80% by the allotment and issue of 1,840,519,798 Consideration KWCM Shares to the Vendors credited as fully paid at HK$8.00 per KWCM Share and (ii) as to about 20%, by the issue to the Vendors of HK$3,681,039,603 principal amount of FRNs or, at the sole discretion of KWCM, by FRNs and/or cash. Further details are set out below. At the agreed issue price of HK$8.00 per share, the value of Consideration KWCM Shares is HK$14,724,158,384. The market value of the Consideration KWCM Shares (based on the closing price per KWCM Share of HK$8.50 on the Last Dealing Date) is HK$15,644,418,283.