10:04     GOLDEN RESORTS<01031> - Announcement (4)                            

    Share Options (if any).                                                   
                                                                              
    Assuming that all the above conditions are fulfilled,                     
    it is expected that the Share Consolidation will                          
    become effective on the Business Day following the                        
    later of the approval of the Share Consolidation by                       
    the Shareholders at the SGM and completion of the                         
    Acquisition. Given that there are Existing Shares to                      
    be issued as part of the consideration for the                            
    Acquisition, to avoid affecting the issue of such                         
    Existing Shares as a result of the proposed Share                         
    Consolidation, the Share Consolidation is made to                         
    condition (b) above. Condition (b) above may be waived                    
    by the Company.                                                           
                                                                              
    REASONS FOR THE SHARE CONSOLIDATION                                       
                                                                              
    Recently, Existing Shares have been traded on the                         
    Stock Exchange near HK$0.31 for some time. The Share                      
    Consolidation is expected to increase the market                          
    price per share of the Company, up to 10 times of the                     
    existing market price per share of the Company,                           
    theoretically. Further, the Share Consolidation will                      
    reduce the handling costs of the Company and the                          
    transaction costs of investors.                                           
                                                                              
    ADJUSTMENT TO THE WARRANTS AND SHARE OPTIONS OF THE                       
    COMPANY                                                                   
                                                                              
    As at the date of this announcement, there are Share                      
    Options convertible into 661,000,000 Existing Shares.                     
    If the Share Options remains exercisable or any Share                     
    Option is granted before the effective date of the                        
    Share Consolidation and which remain exercisable on                       
    the effective date of the Share Consolidation, the                        
    exercise price of the Share Options and/ or the number                    
    of shares subject to the Share Options will be                            
    adjusted in accordance with the rules of the share                        
    option scheme of the Company. The Company will request                    
    the auditors of the Company to provide a certificate                      
    as to the adjustment (if any) required to be made in                      
    accordance with the rules of the share option scheme                      
    once the Share Consolidation becomes effective.                           
                                                                              
    The conversion price per share pursuant to the                            
    Warrants will be adjusted in accordance with the terms                    
    of the Warrants. The Company will request the auditors                    
    of the Company to provide a certificate as to the                         
    adjustment (if any) required to be made on the                            
    effective date of the Share Consolidation.                                
                                                                              
    GENERAL                                                                   
                                                                              
    Application will be made to the Stock Exchange for                        
    the listing of, and permission to deal in, the                            
    Consolidated Shares (including any Consolidated                           
    Shares which may fall to be issued upon exercise of                       
    the Warrants and the Share Options).                                      
                                                                              
    A circular containing further information on the                          
    Share Consolidation, including the expected                               
    timetable for the Share Consolidation, parallel                           
    trading arrangements, arrangements for odd lot                            
    facilities and free exchange of share certificates,                       
    and the notice of SGM will be dispatched to the                           
    Shareholders as soon as practicable.                                      
                                                                              
    As at the date of this announcement, the Board                            
    comprises four executive directors, namely Mr. Cheung                     
    Yu Shum, Jenkin, Mrs. Chu Yuet Wah, Mr. Chu Yuk Kuen                      
    and Mr. Wong Hin Shek, Hans, a non-executive director,                    
    namely Mr. Lee Wai Man, and three independent                             
    non-executive Directors, namely Mr. Chan Chi Yuen,                        
    Mr. Shum Ka Hei and Mr. Wong King Shiu, Daniel.                           
                                                                              
    DEFINITIONS