09:49 MACAU SUCCESS<00487>-Announcement & Resumption of Trading(6) be opened in Hong Kong by the end of 2005, which is expected to attract many visitors from the PRC and the other parts of the world. SJM-Investimentos, World Fortune and Joy Idea set up Pier 16 - Property Development in February 2004 by capital contributions of MOP8 million (equivalent to approximately HK$7.77 million), MOP1 million (equivalent to approximately HK$0.97 million) and MOP1 million (equivalent to approximately HK$0.97 million) respectively, which represented 80%, 10% and 10% of the equity interests in Pier 16 - Property Development respectively. As referred to in the announcement dated 5 November 2004 and the circular dated 26 November 2004 both issued by the Company, each of World Fortune and Joy Idea acquired an additional 14.5% equity interest in Pier 16 - Property Development from SJM-Investimentos for a consideration of MOP1.45 million (or equivalent to approximately HK$1.41 million), which was equal to the original capital contribution by SJM-Investimentos in respect of the 14.5% equity interest in Pier 16 - Property Development. Subsequent to the aforementioned acquisition, Pier 16 - Property Development is owned as to 51.00%, 24.50% and 24.50% by SJM-Investimentos, World Fortune and Joy Idea. The Directors consider that the further acquisition of a 12.25% equity interest in Pier 16 - Property Development will enable the Group to increase its participation and investment in the hotel and gaming businesses in Macau which have good potential business prospects and to increase the Group's share of the results from Pier 16 - Property Development which may result in the improvement of return of the Company to the Shareholders. Moreover, following the increase in the ownership of the Group in Pier 16 - Property Development, the synergistic effect (e.g. cross-marketing opportunities exist among the Group's cruise ship business, travel agency business and the hotel operations in Ponte 16) on the Group's existing cruise and travel agency businesses can be further enhanced and strengthened. The Directors consider that the entering into of the Agreement and the possible provision of additional shareholder's loans by World Fortune to Pier 16 - Property Development are in the interest of the Group and the Shareholders as a whole. The Aggregate Consideration and the possible provision of additional shareholder's loans to Pier 16 - Property Development will be financed by the Group's internal resources and external borrowings (if necessary). IMPLICATIONS UNDER THE LAWS OF HONG KONG AND THE LISTING RULES Reference is made to the guidelines issued by the Stock Exchange in relation to "Gambling Activities undertaken by listing applicants and /or listed issues" dated 11 March 2003 (the "Guidelines"). Under the Guidelines, if the Group is directly or indirectly engaged in gambling activities, the Group should ensure that the operation of such gambling activities should comply with the applicable laws in the areas where such activities operate and/or not contravene the Gambling Ordinance (Chapter 148 of the Law of Hong Kong) (the "Gambling Ordinance"). Should such operation (i) fail to comply with the applicable laws in the areas where such activities operate and/or (ii) contravene the Gambling Ordinance, the Company or its business may be considered unsuitable for listing under Rule 8.04 of the Listing Rules and the Stock Exchange may direct the Company to take remedial action, and/or may suspend dealings in, or may cancel the listing of, the Shares on the Stock Exchange. The Company will use its best endeavours to procure that the operation of Pier 16 - Property Development must (i) comply with the applicable laws in the areas where such activities operate; and/or (ii) not contravene the Gambling Ordinance. The Agreement and the transactions contemplated thereunder and the possible provision of additional shareholder's loans to Pier 16 - Property Development constitute major transactions for the Company under Chapter 14 of the Listing Rules. Silver Rich Macau Development Limited and Spring Wise Investments Limited, being a closely allied group of Shareholders who are interested in approximately 55.25% of the issued share capital of the Company in aggregate as at the date of this announcement, have confirmed in writing that they will approve the Agreement and the transactions contemplated thereunder and the possible provision of additional shareholder's loans to Pier 16 - Property Development. Since no Shareholder is required to abstain from voting on the resolution approving the Agreement and the transactions contemplated thereunder and the possible provision of additional Shareholder's loans to Pier 16 - Property Development, the Company is not required to convene a shareholders' meeting to approve the Agreement and the transactions contemplated thereunder and the possible provision of additional shareholder's loans to Pier 16 - Property Development pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, further details of the Agreement and the transactions contemplated thereunder and the possible