11:01 K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-5 (v) listing of and permission to deal in the Consideration KWCM Shares having been granted by the Stock Exchange and not having been revoked and the Stock Exchange not having indicated that it will revoke or suspend the listing of KWCM Shares on the Stock Exchange by reason of Completion; (vi) all consents or approvals of any relevant governmental authorities or other relevant regulatory bodies in Hong Kong and Macau which are necessary for the entering into and implementation of the Acquisition Agreement including but not limited to the consent to the change of ownership of Galaxy of the Cabinete do Secretario para a Economia e Financas (or, in English the Office of the Secretary for Economy and Finance) of the Macau government dated 17th January, 2005 as amended and supplemented by a letter dated 31st January, 2005 in response to a letter from Galaxy dated 12th January, 2005 having been obtained and not having been revoked; (vii) the holders of the KWIH Bonds having duly passed an appropriate resolution waiving, or otherwise relaxing, compliance with condition 11(xi) of the KWIH Bonds (Note), to the satisfaction of KWCM; (viii) the Vendors delivering to KWCM an opinion addressed to KWCM by a firm of lawyers qualified to advise on Macau law, in a pre-agreed form; and (ix) KWCM being satisfied that neither the entry into nor the performance of the Acquisition Agreement will result in the material breach or termination of the Concession or any other material right of Galaxy or any material agreement to which Galaxy is a party or by which it is bound. The condition precedent referred to in (iv) has already been satisfied. Save for the conditions precedent referred to in (i), (vii), (viii) or (ix) above, none of the conditions precedent is capable of being waived unilaterally by Canton Treasure. If any of the conditions precedent has not been fulfilled by 31st May, 2005 (or such later date as may be agreed in writing) then KWCM may, subject to the right of KWCM to waive conditions precedent (i), (vii), (viii) or (ix), thereafter at its option (but without prejudice to any other right or remedy it may have), by notice to the other parties thereto elect to terminate the Acquisition Agreement, in which event the Acquisition Agreement will be of no further effect, the rights and obligations of the parties under the Acquisition Agreement will lapse, and the parties thereto will be released from such obligations without any liability. If the condition precedent referred to in (ix) above is not satisfied it will not be waived unless KWCM is satisfied that waiver is in the interests of KWCM. If any of the conditions precedent is waived or has not been fulfilled by 31st May, 2005 then an appropriate announcement will be made at the time. Note: Condition 11(xi) of the KWIH Bonds states that it shall be an event of default if at least 30% of the issued share capital of KWCM ceases to be owned, directly or indirectly, by KWIH (save for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reorganisation involving KWIH the terms of which shall have been previously approved by the trustee to the KWIH Bonds or by an extraordinary resolution of the holders of the KWIH Bonds). Pursuant to the conditions of the KWIH Bonds, should there be an event of default of the terms of the KWIH Bonds, the trustee to the KWIH Bonds may, and if so requested by the holders of not less than 25% in principal amount of the KWIH Bonds then outstanding or if so directed by an Extraordinary Resolution (as defined in the conditions of the KWIH Bonds) shall (subject to its rights under the underlying trust deed to be indemnified), give notice to K. Wah International Finance Limited (which was the issuer of the KWIH Bonds) that the KWIH Bonds shall become immediately due and repayable at the Early Redemption Amount (defined under the conditions of the KWIH Bonds to mean ``an amount of principal that would result in an annual yield on the KWIH Bonds purchased on the date of the original issue of the KWIH Bonds, at its principal amount, of -1.25% per annum through to the redemption date, calculated on a semi-annual bond equivalent basis using a 365-day year''). Completion: The Acquisition Agreement provides that Completion will take place on the third business day next following the day on which the last unfulfilled condition precedent is satisfied or waived.