10:25 CENTURY LEGEND<00079> - Announcement & Resumption (3) Company. Assets covered by the Fastpro Call Option and the exercise price of the Fastpro Call Option CL Properties or LNX after the Novation shall have the rights to require Keenfull to sell to it (or its nominee) the entire issued share capital in Fastpro at a price to be calculated in the following manner: HK$ 540 million x 1 + 0.3% x number of month(s) (any period falling short of a month shall be regarded as a month) elapsed since 9th April, 2005 and until the Completion Date The Fastrpro Call Option is for 12 months. Therefore, the maximum amount of the exercise price payable, calculated by 540 million x (1+0.3% x 12 months), amounts to approximately HK$559 million . Fastpro is the beneficial owner of the Hotel. Set out below is the ownership structure of the Hotel before and after exercise of the Fastpro Call Option: Before After Upon completion of transfer of the Call Option Shares pursuant to the exercise of the Fastpro Call Option, there will be: (i) no other loans either due from or owed to Fastpro save and except the existing shareholder's loans owed by Longnex to Fastpro (the balance of which as at 8th April, 2005 was approximately HK$466 million) subject to change by future repayment and any further advance by Fastpro to Longnex; (ii) no encumbrances or other adverse third party interest (other than those arising by operation of law) over the assets of Fastpro save and except those agreed to by CL Properties from time to time after the date of the Option Agreement; and (iii) Keenfull shall transfer and assign to CL Properties all rights and interests to and in the shareholder's loan (if any) due and owing by Fastpro to Keenfull as at the Completion Date by execution of a loan assignment deed. CL Properties was informed by Keenfull that there is a bank loan outstanding as at the date of the Option Agreement. The principal amount of the bank loan is approximately HK$413 million and it is due for repayment in early March 2006. In the event that there is any third party loan outstanding or any encumbrances or adverse third party interest over the assets of Fastpro before completion, the exercise price payable by CL Properties or LNX (as the case may be) to Keenfull shall be towards settlement of (i) any loan (and interest thereon) or other sum due and owing by Fastpro to any third parties and (ii) any encumbrance or other adverse third party interest over the assets of Fastpro including those agreed to by CL Properties or LNX (as the case may be) from time to time after the date of the Option Agreement and before completion. Consideration for the Fastpro Call Option An one-off payment of HK$4 million plus a monthly fee of HK$5.4 million payable up to the date of expiry or exercise or revocation of the Fastpro Call Option. The HK$4 million has been paid by CL Properties to Keenfull upon the signing of the Option Agreement. The HK$5.4 million Monthly Option Fee shall be payable in arrears within three business days after the end of each of the twelve months elapsed during the Option Period or, in respect of any period falling short of a month due to the exercise or revocation of the Fastpro Call Option, on the date of such exercise or revocation (as appropriate) (both inclusive). However, it is agreed that CL Properties will pay to Keenfull an amount of not less than HK$2.7 million in respect of the first three Monthly Option Fee, and that the aggregate of any shortfall thereof shall be paid on or before the earlier of (a) the date falling nine months from 9th April, 2005 or (b) the Completion Date, and in either case together with interests accrued on the outstanding balance of the first three Monthly Option Fee which are calculated at 1% per month from the original due date to the date of actual payment. Should CL Properties exercise the Fastrpro Call Option at the end of the Option Period, the maximum amount of the total option fees payable would be approximately HK$68.8 million. Such option fees are payable separate from the exercise price for the Fastpro Call Option (as set out above).