11:08 K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-21 5. If and when the Brightwealth Options are exercised in full, the 325,615,622 KWCM shares that will after Completion be held by Brightwealth and the subject of the Brightwealth Options will be owned by Kentlake and Top Notch. Francis Lui holds a controlling interest in Kentlake and Top Notch. Pedro Ho is a minority shareholder in each of Kentlake and Top Notch holding 35% of Kentlake and 13.91% of Top Notch. 231,615,731 KWCM shares will then be owned by Top Notch, and Francis Lui will have a notifiable interest in them under the Securities and Futures Ordinance. 93,999,891 KWCM Shares will then be owned by Kentlake, and both Francis Lui and Mr. Pedro Ho will have notifiable interests in them under the Securities and Futures Ordinance. These shares are classified only in ``Lui Family members (other than Dr. Lui and his spouse)'' Details of the ownership of Kentlake and Top Notch are set out below in the paragraph headed ``Brightwealth Options''. 6. As at the date of this announcement, members of the Lui Family are interested in options, granted under the Employee Options, over an aggregate of 13,160,000 KWCM Shares and other KWCM Directors and KWIH Directors are interested in options, granted under the Employee Options, over an aggregate of 3,380,000 KWCM Shares. Of these options KWCM Directors who are not members of the Lui Family are interested in options over an aggregate of 1,410,000 KWCM Shares and KWIH Directors who are not members of the Lui Family are interested in options over an aggregate of 1,670,000 KWCM Shares. In addition 300,000 options are held by Dr. Charles Cheung Wai Bun who is a director of both KWIH and KWCM. The particulars of Employee Options will be set out in the circular to be issued to the KWIH Shareholders and the KWCM Shareholders. Brightwealth Options Brightwealth, one of the Minority Vendors holds 17.32% of the economic interest in Galaxy constituting 15.59% of the voting power, (now to be sold by it under the Acquisition Agreement). It entered into put and call option arrangements with the Option Holders, Kentlake and Top Notch, respectively over its entire interest in the Galaxy Equity Interest independently of the discussions that ultimately led to the Acquisition Agreement. As a result of Brightwealth entering into the Acquisition Agreement after entering into the Brightwealth Option Deeds, the Option Holders have a Call Option and Brightwealth has a Put Option over Galaxy Shares. Upon Completion, the Consideration KWCM Shares (and the FRNs if any) received by Brightwealth will replace the Galaxy Shares and will continue to be the subject of the Call Option and the Put Option pursuant to the Brightwealth Option Deeds. Under the Brightwealth Option Deeds, the Call Option will be triggered automatically on Completion and upon repayment of the FRNs (or the receipt of cash in lieu of FRNs) and, when that happens, the beneficial interest in the Consideration KWCM Shares received by Brightwealth will effectively be passed to the Option Holders. Francis Lui holds a controlling interest in Kentlake and Top Notch. Accordingly, Francis Lui is deemed under the Securities and Futures Ordinance to have a new discloseable interest in 325,615,622 shares of KWCM (231,615,731 KWCM Shares in which Top Notch is interested and 93,999,891 Shares in which Kentlake is interested) representing an additional 10.38% interest in the enlarged issued share capital of KWCM. Mr. Pedro Ho is a minority shareholder in each of Kentlake and Top Notch holding 35% of Kentlake and 13.91% of Top Notch. The balance of Kentlake is held by Mr. Cheng Wing On, Michael, and the balance of Top Notch is held by Mr. Kung Chiu Nam, Edmond. Mr. Cheng Wing On, Michael, and Mr. Kung Chiu Nam, Edmond are Independent Third Parties. At the date of this announcement, save as disclosed herein, none of the Family Companies, the Lui Family, the KWIH Directors, the KWCM Directors and parties acting in concert with any of them has any interest in any KWCM Shares and/or Employee Options. F. Reasons for the Acquisition The KWCM Board understands that Galaxy aims to be a leading operator of integrated leisure entertainment services in Macau, providing both gaming and non-gaming facilities to tourists to Macau.