CONNECTED TRANSACTION - EXEMPT FROM INDEPENDENT SHAREHOLDERS' APPROVAL REQUIREMENT - ACQUISITION OF 1% EQUITY INTEREST IN LAN KWAI FONG (MACAU) AND CHARM FAITH

THE ACQUISITIONThe Board is pleased to announce that on 11 January 2012 (after trading hours of the Stock Exchange), the Purchaser and the Vendor entered into the Agreements pursuant to which the Vendor has conditionally agreed to sell or procure the sale of, and the Purchaser has conditionally agreed to purchase, the Sale Shares, at a total consideration of HK$13,000,007.80, upon the terms and subject to the conditions of the Agreements. The principal terms and conditions of the Agreements are set out below in this announcement.LISTING RULES IMPLICATIONSAs disclosed in the announcement of the Company dated 16 November 2011, the Company is in preliminary negotiation with the Vendor and a connected person for the purpose of the Acquisition and acquiring the remaining 49% equity interest in Lan Kwai Fong (Macau) (the "Possible Acquisition") respectively. Given that the negotiation of the Possible Acquisition is still in progress, the Acquisition is considered as connected transaction for the Company according to Rule 14A.13(1)(b) (i) of the Listing Rules. As one or more of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Acquisition is more than 0.1% and all of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) are less than 5%, the Acquisition is only subject to the reporting and announcement requirements but is exempted from the independent Shareholders' approval requirement under Rule 14A.32(1) of the Listing Rules.APPROVAL BY THE BOARDAlthough none of the Directors has a material interest in the Acquisition, Mr. Heung Wah Keung, Ms. Chen Ming Yin, Tiffany and Ms. Li Yuk Sheung have voluntarily abstained from voting on the relevant resolutions to approve the Agreements and the transactions contemplated thereunder at the meeting of the Board held on 10 January
2012.WARNING STATEMENT Shareholders and potential investors should note that the Acquisition is conditional upon fulfillment of various conditions precedent of the Agreements, details of which have been set out under the paragraph headed "Conditions precedent" of this announcement. Accordingly, the Acquisition may or may not proceed. Shareholders and potential investors should also note that the Possible Acquisition may or may not proceed, no formally binding documentation have been executed and negotiation is still in progress. A further announcement will be made as and when applicable. Any Shareholder and potential investor contemplating selling or purchasing Shares should exercise extreme caution when dealing in Shares, and if they are in any doubt about their position, they should consult his/her/its own professional adviser. THE ACQUISITIONReference is made to the announcement of the Company dated 16 November 2011 relating to the negotiation on the possible acquisition of 50% equity interest in Lan Kwai Fong (Macau). The Board is pleased to announce that on 11 January 2012 (after trading hours of the Stock Exchange), the Purchaser and the Vendor entered into the Agreements pursuant to which the Vendor has conditionally agreed to sell or procure the sale of, and the Purchaser has conditionally agreed to purchase, the Sale Shares, at a total consideration of HK$13,000,007.80, upon the terms and subject to the conditions of the Agreements. The principal terms and conditions of the Agreements are set out below.

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