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Macau Success, SBI Macau join forces

Pursuant to the S&P Agreement, SBI Macau conditionally agreed to purchase 4.55% of the entire issued share capital of Golden Sun Profits Limited ("Golden Sun"), a company wholly-owned by Favor Jumbo, at a consideration of approximately HK$92.5 million. Besides, SBI Macau conditionally agreed to accept the assignment of all rights, title, interests and benefits of 4.55% of the entire amount of the interest free shareholder's loan owing by Golden Sun to Favor Jumbo at a consideration of approximately HK$37.5 million. The total consideration of this transaction is HK$130 million. Golden Sun indirectly holds approximately 44% equity interest in Pier 16 - Property Development Limited ("Pier 16 - Property Development") which is principally engaged in the investment, development and operation of the Company's flagship project, Ponte 16. The transaction consideration was arrived at after arm's length negotiation between Favor Jumbo and SBI Macau mainly with reference to the valuation in respect of the property held by Pier 16 – Property Development and the net asset value of Golden Sun.

Favor Jumbo, Macau Success, SBI Macau, SBI Holdings and Golden Sun will enter into a Shareholders' Agreement upon completion of the said transaction. Pursuant to the agreement, Favor Jumbo will, in consideration of HK$1 to be paid by SBI Macau, grant SBI Macau the right to require Favor Jumbo to purchase or procure the purchase from SBI Macau of the Put Interest, being the legal and beneficial ownership of SBI Macau's entire equity interest in Golden Sun and the entire amount of shareholder's loans owing by Golden Sun to SBI Macau. The said Put Option can be exercised starting from the fifth anniversary of the entering into of the Shareholders' Agreement and ending on the day falling two months thereafter.

Mr. Hoffman Ma, Deputy Chairman and Executive Director of Macau Success, said, "We are very pleased to have established a strategic partnership with SBI Holdings and we are honoured to be working with such experts in finance and property. We can definitely benefit from SBI Macau's extensive experience in asset management and real estate development; whereas SBI Holdings can provide funding and investment recommendations to Ponte 16."

Upon completion of the said transaction, the Company and its subsidiaries ("will record unaudited net proceeds of approximately HK$127.5 million. The Company intends to use it for general working capital and to fund any potential business opportunities available to the Company in the future.

On 7 July 2008, Macau Success also entered into the Letter of Intent ("LOI") with SBI Holdings in relation to the future investment or carrying on of any casino and related entertainment and resort business as well as real estate business in Japan. In view of the growth potential in travel and entertainment related business opportunities in Japan and the synergies that might be created by putting the expertise of both Macau Success and SBI Holdings together, the Directors consider that it is in the interests of the Company to enter the LOI.

"We believe this transaction offers a mutually beneficial relationship. Together with this reputable Japanese partner, SBI Macau, we are well positioned to expand our gaming business in Japan once gaming licenses are granted in the future. We are confident that this strategic move will accelerate our growth strategy and provide long-term returns for our shareholders," concluded Mr. Ma.

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