09:18 GOLDEN RESORTS<01031> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Golden Resorts Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 1031) CLARIFICATION ANNOUNCEMENT VERY SUBSTANTIAL DISPOSAL - PROPOSED DISPOSAL OF 35% SHAREHOLDING INTEREST IN STARWAY MANAGEMENT LIMITED The Board wishes to make clarifications in relation to various articles appearing in the newspapers on 25 May 2005 and a Form 10-QSB filing dated 23 May 2005 for the quarterly period ended 31 March 2005 made by China Energy regarding the status of the Disposal. The Board confirms that the Group has not received the consideration for the Disposal from Sky Beyond and maintains that the Disposal is conditional upon the approval of the Shareholders and has not been completed and Win Matching is the legal owner of the 35% interest in Starway. Reference is made to the announcements of the Company dated 19 January 2005, 9 May 2005, 12 May 2005 and 19 May 2005 (the "Announcements") respectively and the circular of the Company dated 29 April 2005, regarding the proposed disposal by Win Matching of the 35% shareholding interest in Starway to Sky Beyond. Terms in this announcement shall have the same meanings as those defined in the Announcements unless defined otherwise. The Board refers to various articles (the "Articles") appearing in the newspapers on 25 May 2005 and a Form 10-QSB filing dated 23 May 2005 for the quarterly period ended 31 March 2005 made by China Energy ("CE Filing") in relation to the Disposal. The Board confirms that the Group has not received the consideration of the Disposal from Sky Beyond and maintains that the Disposal is conditional upon the approval of the Shareholders and has not been completed and Win Matching is the legal owner of the 35% interest in Starway. The Board does not know the reason for the discrepancy of information as disclosed in the CE Filing given China Energy is a party to the MOU. The Board further reiterated that pursuant to the memorandum of understanding dated 17 May 2005 ("MOU"), China Energy, Starway, Sky Beyond and Win Matching acknowledged the following (which was set out in the announcement of the Company dated 19 May 2005): (i) the Disposal is not yet completed and is still conditional upon the approval by the Shareholders at a general meeting of the Company; and (ii) China Energy and Sky Beyond entered into a sale and purchase agreement (the "CESV Agreement") dated 1 February 2005 relating to the purchase of 35% interest in Starway by China Energy and the CESV Agreement is conditional upon the completion of the Disposal and after completion of the CESV Agreement,