09:48 MACAU SUCCESS<00487>-Announcement & Resumption of Trading(2) A circular containing, among other things, further details of the Agreement and the transactions contemplated thereunder and the possible provision of additional shareholder's loans to Pier 16 - Property Development and the report of the Property Valuation, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. Suspension and resumption of trading in the Shares on the Stock Exchange Trading in the Shares on the Stock Exchange was suspended with effect from 2:30 p.m. on Wednesday, 11 May 2005 at the request of the Company pending the issue of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Friday, 20 May 2005. THE AGREEMENT Date: 11 May 2005 Parties: (i) Joy Idea, as vendor, which is an Independent Third Party (ii) World Fortune, as purchaser, which is an indirect wholly-owned subsidiary of the Company Assets to be acquired by World Fortune: The assets to be acquired by World Fortune comprise the Sale Shares and the Sale Loan. Subject to the terms and conditions of the Agreement, (i) Joy Idea shall sell the Sale Shares to World Fortune and World Fortune shall purchase the same free from all encumbrances for the Share Consideration; and (ii) Joy Idea shall sell and World Fortune shall purchase the Sale Loan free from all encumbrances for the Loan Consideration. Conditions Precedent: Completion is conditional upon: (i) the passing of an ordinary resolution by the Shareholders approving the entering into of the Agreement and the performance of the transactions contemplated thereunder by World Fortune and the possible provision of additional shareholder's loans by World Fortune to Pier 16 - Property Development as a result of Completion; (ii) all necessary consents and approvals (or waivers) having been obtained by the parties to the Agreement for completion of the transactions contemplated under the Agreement; and (iii) Joy Idea's warranties, representations and undertakings as set out in the Agreement remaining true, accurate and not misleading. World Fortune may in its absolute discretion at any time before Completion waive the Condition Precedent set out in (iii) above by notice in writing to Joy Idea, and such waiver may be subject to such terms and conditions as determined by World Fortune. If any of the Conditions Precedent has not been fulfilled (or waived by World Fortune in respect of (iii) above) on or before 31 July, 2005 (or such later date to be agreed between World Fortune and Joy Idea), World Fortune or Joy Idea may terminate the Agreement by giving written notice to Joy Idea or World Fortune whereupon the Agreement shall from such date have no further force and effect and no party to the Agreement shall have any liability under them. Consideration: The Aggregate Consideration is HK$99.25 million which comprises the Share Consideration of HK$98 million and the Loan Consideration of HK$1.25 million. The Aggregate Consideration shall be satisfied by World Fortune upon Completion in cash. Basis of consideration: The Share Consideration of HK$98 million was arrived at after arm's length negotiations between World Fortune and Joy Idea with reference to, among others, the Property Valuation provided by Savills (Hong Kong) Limited, an independent professional property valuer. Based on the result of the Property Valuation, the valuation of the Land Parcel was estimated to be HK$890 million as at 6 May 2005, and a 12.25% interest