74661 Amazing Intro - Morningstar

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to itscontents, you should immediately consult a person authorised under the Financial Services and Markets Act 2000 (asamended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities.

This document, which is an AIM admission document, has been drawn up in accordance with the AIM Rules. This document doesnot constitute an offer to the public in accordance with the provisions of section 85 of FSMA and is not a prospectus for the purposesof Prospectus Regulations 2005. Accordingly this document has not been pre-approved by the Financial Services Authority pursuantto section 85 of the FSMA.

This document has not been registered or filed with any governmental or other authority in the Isle of Man on the basis that the offerof shares constituted hereby is a ‘private placement’ as defined in Regulation 2(1)(a) Companies (Private Placements) (ProspectusExemption) Regulations 2000. This document and the Placing have not been approved or passed upon by the Isle of Man FinancialSupervision Commission or any other governmental or regulatory authority in or of the Isle of Man.

The Directors of Amazing Holdings Plc, whose names appear on page 6 of this document, accept responsibility, individually andcollectively, for the information contained in this document and for compliance with the AIM Rules. To the best of the knowledge andbelief of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this documentis in accordance with the facts and does not omit anything likely to affect the import of such information.

Application will be made for the entire issued ordinary share capital of Amazing Holdings Plc to be admitted to trading onAIM. It is expected that admission to AIM will become effective and that dealings will commence on 12 December 2005. It isemphasised that no application has been made or is being made for the admission of such securities to the Official List of theUnited Kingdom Listing Authority (“Official List”). AIM is a market designed primarily for emerging or smaller companiesto which a higher investment risk tends to be attached than to larger or more established companies. A prospective investorshould be aware of the risks of investing in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent financial adviser. In particular, prospective investors’attention is drawn to the section headed “Risk Factors” set out in Part II of this document.

The rules of AIM are less demanding than those of the Official List of the United Kingdom Listing Authority (“UKLA”). It isemphasised that no application is being made for admission of the Ordinary Shares of Amazing Holdings Plc to the OfficialList. Furthermore, neither the UKLA nor the London Stock Exchange has examined or approved the contents of thisdocument.

AMAZING HOLDINGS PLC(incorporated in the Isle of Man under the Companies Act 1931-1993 (as amended) of the Isle of Man with registered number 101806C)

Placing of 994,431 Ordinary Shares of £1 each and Application for Admission to trading on AIM

Nominated Adviser BrokerDaniel Stewart & Company plc J M Finn & Co.

The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or underthe registered securities legislation of any state of the United States of America. The relevant clearances have not been, and will notbe, obtained from the Securities Commission or any province or territory of Canada. No document in relation to Admission has been,or will be, lodged with, or registered by, the Australian Securities Commission, and no registration statement, has been, or will be,filed with the Japanese Ministry of Finance, in relation to Admission. Furthermore, no person treated as resident in the Isle of Manfor Manx taxation purposes may hold shares in the Company, subject to certain exceptions. Accordingly, subject to certain exceptions,the Ordinary Shares may not directly or indirectly, be offered or sold within the United States, Canada, Australia, Japan or the Isle ofMan (the “Prohibited Territories”) or offered or sold to a person within the Prohibited Territories.

Daniel Stewart & Company plc, which is authorised and regulated by the Financial Services Authority, is the Company’s NominatedAdviser for the purposes of the AIM Rules. Its responsibilities as the Company’s Nominated Adviser under the AIM Rules are owedsolely to the London Stock Exchange plc and are not owed to the Company or to any Director or to any other person in respect of hisdecision to acquire Ordinary Shares in reliance on any part of this document. No representation or warranty, expressed or implied, ismade by Daniel Stewart & Company plc as to any of the contents of this document (without limiting the statutory right of any personto whom this document is issued). J M Finn & Co. is the Company’s Broker and is authorised and regulated by the Financial ServicesAuthority. It is acting exclusively for the Company and no-one else in connection with Admission. It will not regard any other personas its customer nor be responsible to any person for providing protections afforded to the clients of J M Finn & Co. nor for providingadvice to any other person in connection with the arrangements described in this document. No representation or warranty, expressedor implied, is made by J M Finn & Co. as to any of the contents of this document (without limiting the statutory right of any personto whom this document is issued).

Copies of this document will be available free of charge, from the date of this document and for a period of one month fromAdmission, during normal business hours on any weekday (except Saturdays and public holidays) from the Company’s RegisteredOffice at 15 St. Georges Street, Douglas, IM1 1AJ, Isle of Man and from the offices of J M Finn & Co., Salisbury House, LondonWall, London, EC2M 5TA.

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CONTENTS

Page

Placing Statistics 3

Expected Timetable of Principal Events 3

Definitions 4

Directors and Advisers 6

Key Information 7

Part I Information on the Group 8

Part II Risk Factors 16

Part III Accountants’ Report 19

Part IV Pro Forma Statement of Net Assets 36

Part V Statutory and General Information 37

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PLACING STATISTICS

Placing Price per Ordinary Share 185p

Number of Placing Shares 994,431

Number of Pre-Placing Shares 516,594

Number of Ordinary Shares created by conversion of Debentures 2,800,000

Number of Ordinary Shares in issue at Admission 15,286,746

Gross proceeds of the Placing receivable by the Company £1,839,697.35

Net proceeds of the Placing receivable by the Company £1,489,697.35

Proportion of Enlarged Share Capital subject to the Placing 6.5%

Market capitalisation at Admission at the Placing Price £28,310,479.70

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document 7 December 2005

Admission and dealings in Ordinary Shares (including the Placing Shares) 12 December 2005

CREST accounts to be credited 12 December 2005

Despatch of definitive share certificates in respect of the Placing Shares (where applicable) 19 December 2005

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

“Act” the Companies Act 1985 (as amended)

“Admission” admission of the Ordinary Shares to trading on AIM becomingeffective in accordance with the AIM Rules

“AIM” the AIM market operated by the London Stock Exchange

“AIM Rules” the rules applicable to companies whose shares are traded on AIMpublished by London Stock Exchange

“Amazing Limited” Amazing Limited, a company registered in the Isle of Man

“Amazing Taiwan” Amazing Taiwan Co Limited, a company registered in Taiwan

“Company” or “Amazing” Amazing Holdings Plc

“CREST” the computerised settlement system to facilitate the transfer of titleto or interests in securities in uncertificated form, operated byCRESTCo Limited

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755)

“Daniel Stewart” Daniel Stewart & Company plc, Nominated Adviser to theCompany

“Debentures” the issue of convertible debentures by the Company referred to,inter alia, in note 9 to the Accountants’ Report in Part III of thisdocument

“Directors” or “Board” the directors of the Company whose names are set out on page 6 ofthis document

“Enlarged Share Capital” the issued Ordinary Share capital of the Company at Admission

“Existing Ordinary Shares” the 11,508,531 Ordinary Shares in the capital of the Company inissue at the date of this document

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“FSA” the Financial Services Authority

“Gaming Board” the Gaming Board for Great Britain in regulating casinos, bingogames, gaming machines and lotteries

“Group” the Company and its subsidiary undertakings as at the date of thisdocument

“IOM” Isle of Man

“IOM Act” the Companies Acts 1931-2004 (as amended) of the Isle of Man

“J M Finn” J M Finn & Co., Broker to the Company

“Legislative Yuan” democratically elected law making Parliament in Taiwan

“Lock In Parties” each Director and Bayside Development Corporation Limited

“London Stock Exchange” London Stock Exchange PLC

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“Navegante” the Navegante Group Inc., a Las Vegas based corporation whollyowned by Larry Woolf

“Official List” the official list of the UKLA

“Overseas Shareholders” Shareholders with a registered address outside the United Kingdom,the Channel Islands or the Isle of Man

“Ordinary Shares” Ordinary Shares of £1 each in the capital of the Company

“Placing” the conditional placing by JM Finn on behalf of the Company of thePlacing Shares pursuant to the Placing Agreement

“Placing Agreement” the Agreement dated 7 December 2005 between the Company (1),the Directors (2), J M Finn (3) and Daniel Stewart (4), particulars ofwhich are set out in paragraph 11(a) of Part V of this document

“Placing Shares” the 994,431 new Ordinary Shares which are subject of the Placing

“Pre-Placing” the placing by J M Finn on behalf of the Company of the Pre-Placing Shares

“Pre-Placing Shares” the 516,594 new Ordinary Shares placed by the Company between1 September 2005 and 6 December 2005

“QCA Guidelines” the corporate governance guidelines for AIM companies, devisedby the Quoted Companies Alliance

“Regulations” the Uncertificated Securities Regulations 2005 (SD 754/05) of theIsle of Man

“Shareholders” holders of Ordinary Shares

“Share Options” the options granted or conditionally granted by the Company tosubscribe for Ordinary Shares

“Site” the 27 acres of land in the Penghu Islands, Taiwan proposed to bedeveloped by the Group

“Taxes Act” the Income and Corporation Taxes Act 1988

“Tynwald” the Isle of Man Parliament

“UKLA” the Financial Services Authority acting in its capacity as thecompetent authority for the purposes of Part VI of the FSMA

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DIRECTORS AND ADVISERS

Directors David Mathewson (Non-Executive Chairman) UKLarry Woolf (Chief Executive Officer) USAAshley Hines (Executive Director) TaiwanIan Irvin (Commercial and Finance Director) UKTimothy Potter (Executive Director) TaiwanDavid Litton ACIB (Non-Executive) Isle of Man

Company Secretary David Litton ACIB

Registered Office Devonshire House, 15 St. Georges Street, Douglas, IM1 1AJ, Isle of Man

Phone number +44 1624 678650

Nominated Adviser Daniel Stewart & Company plcBecket House, 36 Old Jewry, London, EC2R 8DD

Broker & Financial Adviser J M Finn & Co.Salisbury House, London Wall, London, EC2M 5TA

Auditors Ernst & Young LLPChartered Accountants and Registered AuditorsRose House, 51-59 Circular Road, Douglas, IM1 1AZ, Isle of Man

Reporting Accountants Scott-Moncrieff CAChartered Accountants and Registered Auditors17 Melville Street, Edinburgh, EH3 7PH

Solicitors to the Nominated DMH StallardAdviser and Broker Centurion House, 37 Jewry Street, London EC3N 2ER

Legal Advisers in the Advocate Paul BeckettIsle of Man Mannin Chambers, 6 Goldie Terrace, Douglas, IM1 1EB, Isle of Man

Legal Advisers in Taiwan Baker & McKenzie15/F, 168 Tun Hwa N. Road, Taipei 105, Taiwan

Bankers in the Isle of Man Close Bank (Isle of Man) LimitedPO Box 203, St. George’s Court, Upper Church Street, Douglas,IM99 1RB, Isle of Man

Registrars Capita Corporate Registrars PLCUnit 5 Manor Street Business ParkManor ParkDublin 7Republic of Ireland

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KEY INFORMATION

The Group intends to build and operate a casino resort hotel to the highest international standards in thePenghu Islands, Taiwan. The Group, through key relationships established in Taiwan, is working towards thelegalisation of gaming in the Penghu Islands, and the Directors believe that the Group is well positioned toassist and support the enablement of gaming and, having done so, to secure one of the first casino operatinglicences granted by the Taiwanese Government for the Penghu Islands.

The Group is in the course of completing, through a series of land purchase transactions, the acquisition ofcertain rights to a prime 27 acre beach-fronted site in the Penghu Islands, suitable for operating aninternational resort development.

The Group is also in the process of completing a comprehensive land re-zoning exercise which, in the viewof the Directors, is one of the most complex ever undertaken in Taiwan. Although the implementation of there-zoning process is not yet concluded, the Directors are confident that this process is now subject only tocompletion of certain remaining formalities.

The Penghu Islands are a group of islands in the South China Sea, just off the south west coast of Taiwanand, notwithstanding the gaming opportunity, have considerable development potential as a touristdestination. Indeed it was the tourism potential that first attracted the founder directors. The prospect ofgaming began to emerge in 2000 following tentative discussions between the authorities in Taiwan and aleading US based casino operator. The Group, whilst continuing to progress the land purchase transactions,was well placed to take the gaming initiative forward.

With this objective in mind, the Group has engaged the services of the Friedmutter Group, a leading firm ofLas Vegas based architects, and envisages an overall development costing in excess of US$600 million.

The Group has commenced discussions with a major international bank in New York regarding the long termfinancing of the development, in addition to engaging in early discussions with a leading international realestate developer.

The Directors believe that, given their own experience and the complexities associated with the landpurchase transaction, the Company is at least two years ahead of any rivals.

Your attention is drawn to the Risk Factors set out in Part II of this document.

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PART I

INFORMATION ON THE GROUP

1. The Company and its Subsidiaries

The Company was incorporated in the Isle of Man in January 2001 and acts as the holding company for theGroup.

The Company’s principal operating subsidiary, also based in the Isle of Man, is Amazing Limited, which isthe day-to-day operational vehicle for the Group’s interests. Amazing Limited, in turn, has a wholly ownedsubsidiary in Taiwan called Amazing Taiwan.

The Group is in the course of completing, through a series of land purchase transactions, the acquisition ofcertain rights to a prime 27 acre beach-fronted site in the Penghu Islands, suitable for operating aninternational resort development.

2. History of the Land Purchase

Heads of Agreement

During 1999 the two founder directors, Tim Potter and Ian Irvin, saw the potential for the establishment ofa high quality resort hotel in the Penghu Islands and set about acquiring land suitable for the purpose. Headsof Agreement were initially signed in May 1999 between the village chief and village elders from Fongkuevillage (which is the site of the proposed development), and MaiDor Limited, an Isle of Man companybeneficially jointly owned by Tim Potter and Ian Irvin, to secure an interest in the Site. The interests ofMaiDor Limited in the transaction were assigned to Amazing Limited in November 1999. In April 2001 theCompany acquired Amazing Limited by means of a share for share transaction.

The initial Heads of Agreement were used as a basis to create a comprehensive land purchase agreement,which provided for the conditional purchase by Amazing Taiwan of each individual plot. These were 92plots, many of which were owned by several family members, and the land purchase therefore involvedalmost 300 different parties.

Re-zoning

Re-zoning the land was necessary because the land was agricultural land and the purchase by AmazingTaiwan was thus conditional upon Amazing Taiwan being able to re-zone that land for commercial use. Thisrequired individual consent from each landowner, which took over a year and in addition, the landownerseach gave a power of attorney to Governor Lai, of the Penghu County Government, in order that he couldcomplete the land purchase agreements for, and on behalf of, each individual landowner.

In December 2003 the Company raised funds by a private placing of Ordinary Shares to enable a 10 per cent.deposit to be put down on the land. As a result, a revised land purchase agreement was executed between theland owners and Amazing Taiwan. Over time, in excess of 95 per cent. of the landowners signed the revisedland purchase agreements and received a 10 per cent. deposit with the remainder bound by the original landpurchase agreement.

In the first half of 2005 the Company issued US$7 million of Debentures. The terms of each Debentureprovide, inter alia, for automatic conversion, immediately prior to, but conditional on, Admission, into anaggregate of 2.8 million Ordinary Shares (which equates to a price of US$2.50 per Ordinary Share (£1.35)).The proceeds from the issue of the Debentures have been used principally for the purchase of the Site.

In the interim the Group encountered minor difficulties with three pieces of land. One piece of land had beendesignated for domestic use by the landowner, prior to the re-zoning being granted. Another had beentransferred to a third party by the landowner in breach of the land purchase agreement and therefore couldnot be included in the formal re-zoning application. Difficulties with a third piece of land arose due to thedeath of the original landowner. The Directors have initiated legal actions in respect of two of three of these

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plots. It is emphasised, however, that the outcome of this arbitration is not material in any way to theacquisition of the Site and all these pieces of land are at the extremities of the Site and not integral to thedevelopment. On this basis, the Group has removed these three plots from its re-zoning application in orderto expediate the process. It is the Group’s intention to reinstate these three plots to the Site once arbitrationis completed.

The completion of the re-zoning has also been held up due to an unforeseen disputes over four further plots.One landowner of a small part of one plot has an unpaid fine outstanding, against which the government hasbeen granted security. This security can not be removed until the fine is paid, even though the purchase pricethat the Group is due to pay for completion is less than the outstanding fine. In November 2005 the Grouppaid the full amount of the fine to the local law court. In turn, the local law court will deduct the excesspayment from the balance of monies due, by the Company, for the eventual purchase of the Governmentland. The Directors are confident that this payment should result in the security being removed, therebyremoving the re-zoning impediment. The Directors have reasonable grounds to believe that the other threeoutstanding plots will be secured in the near future.

Without the final re-zoning of the Site approval in place, the completion of the land purchase by theCompany is impossible, given that a company in Taiwan can not buy agricultural land. The Directors havetaken legal advice and are confident that the final approval of the re-zoning for the Site will be a formality.

A corporate entity cannot own agricultural land in Taiwan and thus, pending receipt of this re-zoning the landpurchase has been completed in the name of a member of the Company’s management team, Mai Kuo Potter,who is a Taiwanese citizen and wife of Tim Potter, co-founder of Amazing. Once outstanding formalities aredealt with, title will be transferred to Amazing as soon as practicably possible and once re-zoning iscompleted.

A full environmental impact study was completed for which formal approval documentation was issued on21 April 2002. A number of other outstanding issues, mainly concerned with the relocation of certain graves,were resolved midway through 2003. In addition to the privately owned land, certain of the land which isowned by the local and central and government (primarily beach frontage and communal paths) are beingacquired by Amazing Taiwan contemporaneously with the re-zoning of the land for commercial use.

3. The Legalisation of Gaming in the Penghu Islands

Gaming is currently illegal in Taiwan but this is under review by the Taiwanese authorities. The Companycurrently has no gaming licence. The Directors believe that in the near future gaming will be legalised withina regulatory framework acceptable to a major Las Vegas based corporation. Furthermore, the Directorsbelieve that it is likely, initially, that a number of licences will be granted and that Amazing Taiwan is wellplaced ot receive one of these licences.

The Group has engaged the services of The Pamir Law Group which is a law firm based in Taipei thathandles legislative reform and corporate law matters. The Pamir Law Group’s legislative effort is beingmanaged by Nicholas Chen, a Taiwan based US lawyer who is co-ordinating a team in Taipei tasked withthe enablement of gaming in the Penghu Islands, and the eventual securing of a gaming licence for theCompany. The Group has also appointed Tony Cabot of Lewis & Roca, a Las Vegas based corporate law firmspecialising in the adoption of Nevada based regulatory frameworks in foreign jurisdictions. In addition, ithas recently engaged the services of Professor Bill Eadington, a leading academic from the Department ofGaming at the University of Nevada in Reno. Professor Eadington has advised many governmentsthroughout the world regarding the introduction of gaming.

The benchmark for all international gaming corporations is the regulatory framework in the State of Nevada,USA. Any major corporation operating in the State of Nevada must ensure that any casinos it managesanywhere else in the world, are run to a standard no less rigid than that which exists in the State of Nevada.This applies even where the regulatory framework in a given jurisdiction, such as Macau, is less rigorousthan that in the State of Nevada and the Nevada Gaming Board can, and does, check the operational integrityof Nevada-based operators at their premises throughout the world. The establishment of a regulatory

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framework, no less stringent than that in existence in the State of Nevada, is crucial to the attraction ofinvestment associated with the sort of development envisaged in the Penghu Islands.

The Directors believe that the recent decision taken by Singapore to allow gaming, linked to a major touristdevelopment, greatly increases the prospect of gaming being enabled in Taiwan. Amazing Taiwan is, so faras the Directors are aware, the only corporate entity in Taiwan to have secured rights to a significant pieceof land in the Penghu Islands suitable for the establishment of a high quality casino resort. Its managementteam has experience of the stringent international standards envisaged in order to secure a gaming licence inthe Penghu Islands.

4. Casino Resort Development

Under the Group’s plans, the casino resort development will have over 250 feet of beach frontage and willinclude a 600 room resort hotel together with a multi level casino. The complex will cater for gamblers at alllevels. The casino itself will comprise approximately 130,000 square feet and accommodate approximately500 slot machines and 500 table games, plus race and sports books and other gaming attractions.

The initial design work is being undertaken by the Friedmutter Group, who are leading internationaldesigners to the gaming industry. The Directors are advised that the initial design phase will last about a yearand this work is being run in parallel with the work being undertaken regarding the legalisation of gamingin the Penghu Islands.

The Group has engaged the services of Ove Arup & Partners California Ltd., to act as civil engineers, and isin early discussions with a major building contractor.

The Directors have commenced discussions with a major international bank in New York with a view toarranging debt finance for the development and construction of the casino resort, which they estimate willcost in excess of US$600 million.

Following approval of the re-zoning, the Directors expect the construction of the site to take approximately18 months.

5. Directors and Senior Management

Directors

David Carr Mathewson BSC CA, Non-executive Chairman

David Mathewson, 58, is a Chartered Accountant who has spent his career in Investment Banking in the UKand Overseas. Previously a Director of Noble Grossart, Merchant Bankers, for twelve years, he is currentlyNon Executive Chairman of a UK listed company, Sportech PLC. Sportech owns Littlewoods Leisure,(including Littlewoods Football Pools, Bet Direct and internet casinos) and other gambling businessesincluding a licensed pools promoter’s operation. It is an External Lottery Manager authorised by certificateissued by the Gaming Board for Great Britain. David is also Chairman of Geared Opportunities Income TrustPLC, and a Non Executive Director of Noble & Company Limited, Murray VCT plc and Edinburgh UKTracker Trust PLC. He is also a trustee of the Royal Botanic Gardens Edinburgh.

Mr Mathewson is Non-Executive Chairman and will be responsible for ensuring that the overall objectivesof the Company are met, and that the Company follows best practice regarding Corporate Governance. MrMathewson chairs the Audit and Remuneration Committees. He joined the Board on 15 October 2004.

Larry Jean Woolf, Chief Executive Officer

Larry Woolf, 61, is a well respected figure in the gaming industry. He was a member of the CaesarsWorldwide Executive Management Team; when it opened Caesars Atlantic City, New Jersey, USA, in 1984,and he went on to serve as Senior Vice President of Operations, prior to being named President of CaesarsLake Tahoe, Nevada, USA. In 1990 he became Chairman and CEO of the MGM Grand Hotel and Casino,Las Vegas, Nevada, USA, which is the largest casino resort facility of its kind in the world today. He left theMGM Grand and founded Navegante in 1996. Navegante successfully bid to develop and operate Casino

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Niagara, Canada. Recently Navegante has successfully opened Casino Fandango (July 2003), located inCarson City, Nevada, USA. Larry has also recently become a director of Cyberscan Technology Inc., whichis listed on AIM.

Mr Woolf will manage all aspects of the casino resort development from the early design phase through toeventual operation of the completed development. He joined the Board on 1 September 2004.

Ashley Alistair Hines, Executive Director

Ashley Hines, 47, read Mandarin Chinese at Taipei City University. After graduating he became a reportwriter for Pinkerton’s, an international copyright and commercial investigation services provider, andsubsequently became a Senior Consultant for the Taiwan Electrical & Electronics Association, a post he heldfor 4 years. From 1991, he served as a Director of the Welsh Development Agency for 10 years, coveringGreater China and Singapore. During this period he established a reputation for attracting foreign directinvestment to Wales with the creation of over 5,000 jobs secured against a capital investment of US$ 320million. In 2001, he relocated to Beijing to take up the position of General Manager, CB Richard Ellis, wherehe worked with the company until its privatisation in 2002. Mr Hines subsequently returned to Taiwan towork as an economic development consultant with Asia I.Q. Limited, and in October 2003 was appointed asthe Representative for the British Midlands Development Agency covering Greater China and Korea. Hejoined Amazing Taiwan on 13 October 2004.

Mr Hines is involved in all aspects of the Company’s business in Taiwan, and his responsibilities willincrease as the casino resort development itself gets underway. He joined the Board on 16 January 2001.

Ian Irvin FCCA, Commercial and Finance Director

Ian Irvin, 50, is a British national, and resident in Scotland. He is an accountant by profession. Followingservice with the British Royal Navy, he studied accountancy and finance and became a fellow of theChartered Association of Certified Accountants and also an elected member of the British Institute ofCompany Directors. His early career was spent in industry, prior to moving into financial services, where heworked as the Scottish representative of Manchester Exchange and Investment Bank, a London basedInvestment Bank. In 1990 he co-founded a small electronics company based around a patented technologyand successfully took that company from incorporation through to flotation on the London Stock Exchange,becoming Group Finance Director of Magnum Power PLC, upon flotation. He left Magnum Power PLC in1996 when it had a market capitalisation in excess of £65 million.

Mr Irvin is principally responsible for the commercial and financial aspects of the Group’s development. Hejoined the Board on 16 January 2001.

Timothy Kerr Potter, Executive Director

Tim Potter, 62, is a British national and a permanent resident of the Penghu Islands. He trained as an architectin Sweden, where he began his professional career, before moving overseas, initially settling in Saudi Arabia.He travelled extensively throughout the Middle East and managed projects for the Saudi Royal family. Hemoved to Taiwan twenty-five years ago and has worked extensively throughout South East Asia, mostnotably China and Thailand, as well as acting as consultant to Taiwanese design and construction companies.He is the Far Eastern representative for Karl Wuest AG from Switzerland, a major international fabricationcompany. He is fluent in English, Swedish and the Nordic languages and has a working knowledge ofFrench, German, Spanish, Arabic and Mandarin.

Mr Potter will principally be responsible for all aspects of the Group’s business locally in the Penghu Islands.He joined the Board on 16 January 2001.

David Clive Litton ACIB, Non-executive Director

David Litton, 51, has since 1999 been Managing Director of Devonshire Corporate Services Limited whichis licensed by the Isle of Man Financial Supervision Commission as a Corporate Service Provider and TrustProvider. Prior to that, Mr Litton was an Executive Director of Merchant Bankers, Rea Brothers (Isle of Man)

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Limited and a Manager of the Fiscal Services Department of Coopers and Lybrand in the Isle of Man. He isan Associate of the Institute of Bankers and a Member of the Society of Trust and Estate Practitioners

David Litton is the Company Secretary and is responsible for all aspects of the Company’s business in theIsle of Man. David Litton sits on the Remuneration and Audit Committees. Mr Litton joined the Board on8 January 2001.

The Company intends to appoint at least one additional non-executive director in due course.

Senior Management & Employees

Carl Burger

Carl Burger has spent over 25 years in the gaming industry working in executive positions with multi-national companies such as Park Place, Sun International and Stanley Leisure. He spent several years inSouth America as part of the management team of the largest casino operation on the continent for ParkPlace Entertainment (Hilton) before returning to the UK to establish FindFetch Services which takes onprojects in areas such as online operations, project financing and strategic services.

Carl was appointed on 20 October 2005 as Chief Operating Officer of Amazing Limited and will be basedprincipally in the Company’s Makung office. He is primarily responsible for the planning aspects associatedwith the casino resort development.

Employees

Amazing Taiwan has two further employees who are office administrative staff, based in the Makung office.

6. Corporate Governance

The Directors support high standards of corporate governance and confirm that, following Admission, theyintend to comply with the provisions of the QCA Guidelines so far as is reasonably practicable taking intoaccount the Company’s size.

The Board has appointed an Audit Committee, consisting of David Mathewson, who acts as its chairman,and David Litton. The Audit Committee will meet at least twice annually and is responsible for ensuring thatthe financial performance of the Group is properly reported and monitored and for meeting the auditors andreviewing their reports in relation to the accounts and internal control systems.

The Board has appointed a Remuneration Committee, consisting of David Mathewson, who acts as itschairman, and David Litton. The Remuneration Committee is responsible for reviewing the performance ofthe Directors and for setting the scale and structure of their remuneration and the basis of their servicecontracts bearing in mind the interests of Shareholders.

Given the size of the Group, the Board will act as the Nomination Committee responsible for consideringchanges in the Board’s composition and membership.

It is the Company’s intention to appoint a further independent non-executive director in due course.

7. Premises

The Company’s principal office is at:

15 St. Georges StreetDouglasIM1 1AJIsle of Man

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The Company, through its subsidiary, Amazing Taiwan, maintains an operational office at:

67 Lin Sen RoadMakung 880Penghu IslandsTaiwan

8. Funding and Reasons for the Placing and Admission

To date the Company has obtained finance for the initial land purchase and development of the project bythe issue of Ordinary Shares and the Debentures. During October and November 2005, the Company raisedapproximately £756,000 by the issue of 408,486 Pre-Placing Shares at a price of £1.85 per Ordinary Share(the same as the placing price).

JM Finn has, as agent for the Company, pursuant to the Placing Agreement, agreed to use its reasonableendeavours to raise £1,839,697.35 million before expenses. It is anticipated that the net cash proceeds of thePlacing will be approximately £1,489,697.35 million (excluding VAT). The Placing Shares will representapproximately 6.5 per cent. of the Enlarged Issued Share Capital. The Placing Shares will rank pari passuin all respects with the Existing Ordinary Shares, including the right to receive all dividends and otherdistributions thereafter declared, made or paid.

The Placing has not been underwritten by JM Finn. The Placing Agreement contains provisions entitlingDaniel Stewart and JM Finn to terminate the Placing Agreement at any time prior to completion of thePlacing in certain circumstances.

Application has been made for the Enlarged Share Capital to be admitted to trading on AIM. It is expectedthat Admission will become effective and dealings in the Enlarged Share Capital will commence on 12December 2005.

The Placing is conditional, inter alia, upon Admission taking place on 12 December 2005, or such later dateas Daniel Stewart, JM Finn and the Company may agree, being not later than 24 December 2005. Furtherdetails of the Placing Agreement are set out in paragraph 11(a) of Part V of this document.

The net proceeds of the Placing and Pre-Placing received by the Company will be used over the next12 months as follows:

£’000

Legal fees in connection with the obtaining of a gaming licence over the next twelve months 670Repayment of indebtedness 150Costs of Admission (excluding VAT) 350Working capital 1,625

————Total 2,795————The Directors believe that Admission will bring a number of benefits to the Group, including the following:

• it will facilitate raising equity capital to finance the next stage of the casino resort development;

• being an AIM-listed company will facilitate the raising of debt to finance the development of the casinoresort;

• it will raise the profile of the Group, which is important given the proposed scale of its activities andits relationships with government authorities; and

• the availability of share-based incentive schemes involving quoted shares should assist in therecruitment, incentivisation, reward and retention of high calibre employees.

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9. Lock-In Arrangements

At Admission, the Directors will own 6,351,008 Ordinary Shares, representing approximately 41.5 per cent.of the Enlarged Share Capital. In addition, Bayside Development Corporation Limited, a foundingshareholder, will own 2,069,814 Ordinary Shares, representing approximately 14.8 per cent. of the EnlargedShare Capital.

Pursuant to Rule 7 of the AIM Rules, the Directors and Bayside Development Corporation have undertakento the Company and Daniel Stewart that, save in limited circumstances, they will not dispose of any interestin Ordinary Shares held by them for a period of twelve months from Admission. In addition, for a furthertwelve months, they have agreed to sell Ordinary Shares only after consulting Daniel Stewart and JM Finn,or the Company’s then nominated adviser and broker, so as to ensure the maintenance of an orderly marketin the Ordinary Shares.

Further details of these agreements are set out in paragraph 11(c) of Part V of this document.

10. Share Options

The Company has granted options over a total of 4,653,335 Ordinary Shares on various terms, details ofwhich are set out in paragraph 4 of Part V of this document.

The exercise of the options is linked to various events: gaming being enabled on the Penghu Islands; agaming licence being secured by the Company; and an annual profit before interest and tax, certified by theCompany’s auditors, being achieved in excess of US$125 million. Included in the above figure are total of853,335 Ordinary Shares under option will be capable of being exercised upon Admission.

The Company has also granted options over 150,000 Ordinary Shares in favour of JM Finn conditionally onAdmission, and over 100,000 Ordinary Shares in favour of Daniel Stewart. Of those to be granted to DanielStewart, the exercise of 50,000 is subject to Daniel Stewart materially assisting the Group with the raisingof bank finance for the project amounting to US$ 600 million.

11. Financial Information

The following is a summary of the financial information of the Group for the last three financial years ended31 May 2005. This summary has been extracted from the Accountants’ Report set out in Part III of thisdocument, which should be read in full.

There has been negligible turnover since the Group’s incorporation.

Years ended 31 May2003 2004 2005

£ £ £

Operating loss 388,975 366,775 870,954

Since 31 May 2005, the Group has continued to incur costs with negligible turnover.

12. Dividend Policy

The Directors intend to commence the payment of dividends only when it becomes commerciallystrategically prudent to do so, having regard to the availability of the Company’s distributable profits, theretention of funds required to fund the Group’s development, and its expected cash flows.

13. CREST

The Company’s Articles of Association (Article 12.4.3) permit the Company to issue shares in uncertificatedform in accordance with the Regulations. The Company has applied for the Existing Ordinary Shares andthe Placing Shares to be admitted to CREST and it is expected that the Existing Ordinary Shares and thePlacing Shares will be so admitted and accordingly enabled for settlement in CREST on the date ofAdmission. Accordingly, settlement of transactions in the Existing Ordinary Shares and Placing Sharesfollowing Admission may take place in the CREST system if the individual Shareholder so wishes.

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CREST is a paperless settlement procedure which allows securities to be evidenced without a certificate andtransferred other than by written instrument. CREST is a voluntary system and Shareholders who wish toreceive and retain share certificates will be able to do so.

No temporary documents of title will be issued. All documents or remittances sent by or to investors, or asit may direct, will be sent through the post at the investor’s risk.

14. Taxation

Information regarding taxation is set out in paragraphs 12, 13 and 14 of Part V of this document. If you arein doubt as to your tax position you should consult your own independent financial adviser.

15. Further information

Prospective investors should carefully consider the information in Part II of this document, which sets outcertain risk factors relating to any investment in Ordinary Shares, and Parts III and IV of this documentwhich provides additional information on the Group.

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PART II

RISK FACTORS

Investors should be aware of the risks associated with an investment in the Company. The followinglist of risks is not intended to be exhaustive. In particular, prospective investors should consider thefollowing:

Land Purchase

The Group has not commissioned a formal external valuation of the site and it is difficult to accurately valuethe site as there is a lack of useful precedent to use for guidance.

Title to the land will only be transferred to the Company once re-zoning is complete (companies are notpermitted to own agricultural land in Taiwan). For this reason the land purchase has been completed in thename of Mai Kuo Potter. A refusal on Mai Kuo Potter’s part to proceed with the transfer of title to the Groupwould cause significant delay to the project.

Out of the 89 plots of land comprising the Site (excluding all central and local government land parcels) atthis point only 85 parcels have been secured from the individual landowners to Mai Kuo Potter. Delays haveoccurred with these remaining four parcels as the complete signatories required to effect the transfer havenot been obtained – or due to the death of a landowner, and in the case of one plot, a court block. TheDirectors believe that completion of the purchase of the private land will not delay the re-zoning but there isa risk that there will be a delay in securing the transfer of these private plot titles to Mai Kuo Potter. Furthersignificant delays may also occur in the event that there is a death of one of these landowners before the titleis transferred to Mai Kuo Potter.

Re-zoning

As set out in Part I, the re-zoning process is not yet concluded and there can be no guarantee that re-zoningwill be implemented within any particular timescale, if at all, or on the basis currently envisaged. If the re-zoning is not completed within a satisfactory timescale, the Group’s competitive advantage in that it is, inthe Directors view, two years ahead of any rival, would be eroded and could be lost.

Gaming Licence

Gaming is illegal in the Penghu Islands and it may not become legal or if it does become so, it may takemany years. In the event that gaming is legalised, the Group may not, itself, be granted a gaming licence.

In the event that gaming is not enabled in the Penghu Islands, in a timely manner, then the Group mayproceed with a high quality boutique hotel development on part of the Site, for which, the Directors believe,there is market potential in Taiwan. If there is to be considerable delay in the enablement of gaming then theGroup may consider proceeding with the hotel, both as a development in its own right, but also as a firstphase of a Casino Resort development. However, as the Group’s revenues are expected to arise principallyfrom gaming, its financial performance would be seriously adversely effected.

In the event that gaming is enabled in the Penghu Islands, but the Group fails, for whatever reason, to securean operating licence then, given the Group’s ownership of the Site, the Directors believe that the Groupshould be well placed to negotiate a joint venture development relating to the Site with one of the parties thathad secured a gaming licence.

Economic and Political Outlook

Taiwan is one of the few democracies in South East Asia and the Directors believe that, despite occasionalrhetoric to the contrary, relationships between China and Taiwan will continue to improve. The PenghuIslands itself are politically stable. The economic outlook for Taiwan, and the wider region, is positive.Nonetheless, there is some political risk that the relationship between Taiwan and China might deteriorate.

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Tax Status

The tax rate imposed upon a casino is a significant factor in its profitability and ability to attract gamblers.If the tax rate agreed is lower than that for Macau (45 per cent.), the Penghu Islands will be in a strongposition to compete, and attract regional gamblers from Japan and other parts of Asia. A lower rate will alsomake the island a more attractive destination for inward investment from international leisure and hotelgroups. This rate is yet unknown.

Retention of Key Directors, Consultants and Employees

The Group is heavily dependent on its management team and the consultants advising the Group. The lossof one or more of the Directors could have a materially adverse effect on the Group’s business.

Competition

Whilst no other casino exists on the Penghu Islands at present, a competitor might materialise.

Disruption

There is a possibility that, following gaming enablement, local opposition might cause disruption and delaysto the resort development.

Currency Risk

There is a currency exchange rate risk inherent in the conversion of £ and US$ to Taiwanese NT$. TheCompany’s accounts will be prepared in £ and its principal asset will be in NT$.

Legal Matters

However well a contract may be written there may still be scope for dispute. The risk of contractual disputemay rise. The Group tries to minimise the risk of dispute by employing experienced lawyers.

Because the contracts are likely to be carried out in Taiwan and may involve gaming contractors who arebased in the USA, a party may try to have legal action initiated in the country that it feels would be mostsympathetic to its arguments.

Any legal process can require multi-country representation and be lengthy and expensive. The Group willalways seek to have any matter resolved under Manx Law wherever practical to minimise cost and speedilyand justly resolve any dispute.

Weather

The Group’s activities may be subject to disruption due to natural phenomena. It is possible to mitigate suchrisk through using design standards appropriate to the Penghu Islands. The construction of the casino resortmay be subject to disruption due to weather conditions.

Tourism

The Penghu Islands are not an established tourism destination. The travel industry is susceptible tounforeseen events including political instability, regional hostilities, recession, unusual weather and otheradverse occurrences. Any event that results in decreased travel in the future to the Penghu Islands is likelyto have a corresponding adverse effect on Amazing’s business.

Access

There are currently no international direct scheduled flights to the Penghu Islands, which may deter touristsfrom visiting the Islands.

Financing of resort development

The development of the hotel casino resort will require the Group to raise substantial additional funds (whichthe Directors estimate at over $600 million) which may include further equity issues which could be dilutive

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to Shareholders. Further, the Group may be unable to procure sufficient additional funding. Finally, theGroup may encounter significant cost over-runs in order to complete the construction.

Employment

The Group will be dependent on recruiting employees for the development of the casino resort hotel. Therecan be no guarantee that it will be able to source these employees at competitive prices.

General Risks

1. There can be no guarantee that the Placing Price will reflect the actual or potential market value of thePlacing Shares.

2. The price at which investors realise their Ordinary Shares will be influenced by a large number offactors, some specific to the Company and its proposed operations, and some general. These factorscould include the performance of the Group’s operations, large purchases or sales of Ordinary Sharesin the Company, absence of liquidity in the Ordinary Shares, legislative or regulatory changes affectingthe business of the Company and general economic conditions. An investment in the Ordinary Sharesmay be volatile and investors could lose some or all of their investment.

3. Although the Company has a defined strategy, there can be no guarantee that its objectives will beachieved on a timely basis or at all.

4. Unexpected problems associated with the integration of a new business, project, asset or company maybe encountered. Such problems could adversely affect the Group’s ability to generate profits.

5. Potential investors should be aware that the value of the Ordinary Shares can go down as well as up andthat an investment in a share which is to be traded on AIM is likely to be less realisable and to carry ahigher degree of risk than an investment in a share listed on the Official List.

6. The Group may face competition from other entities with comparatively greater resources to invest insimilar target companies and assets. There can be no assurance that competition will not limit theCompany’s ability to implement its strategy.

7. Following Admission, the Directors (and companies connected and/or associated with them), membersof their families and Shareholders who hold three per cent. or more of the Ordinary Shares onAdmission will own, in aggregate, approximately 65.6 per cent. of the Ordinary Shares on Admission.As a result, these Shareholders will be able to exercise significant control over all matters requiringShareholders’ approval, which could delay or prevent an outside party from acquiring or merging withthe Company.

8. An investment in the Company must be regarded, for the reasons stated above, as high risk and,therefore an investment in Ordinary Shares may not be suitable for all recipients of this document.Before making an investment decision, potential investors are accordingly advised to consult a personauthorised under the Financial Services and Markets Act 2000 who specialises in investments of thisnature.

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PART III

ACCOUNTANTS’ REPORT ON AMAZING HOLDINGS PLC

The DirectorsAmazing Holdings PlcDevonshire House15 St. Georges StreetDouglasIsle of Man1MJ 1AJ

JM Finn & CoSalisbury HouseLondon WallLondonEC2M S2A

The DirectorsDaniel Stewart & Company PLC36 Old JewryLondonEC2R 8DD

7 December 2005

Dear Sirs

Amazing Holdings PLC

We report in connection with the AIM admission document issued by Amazing Holdings Plc (“theCompany”) dated 7 December 2005 (“the Admission Document”).

In accordance with our instructions, we report on the consolidated financial information set out belowrelating to the Company and its wholly owned subsidiary undertakings, Amazing Limited and FongkueLimited and its associate company, Navegante Services Limited, collectively referred to as “the Group”. Thisfinancial information has been prepared for inclusion in the Admission Document. This report is required byitem 1.2 of annex 1 of the Prospectus Regulations 2005 and is given for the purpose of complying with thatparagraph and for no other purpose.

Basis of preparation

The consolidated financial information is based on the audited financial statements of members of the Group,after making such adjustments as we considered necessary.

The financial statements of the Company for the years ended 31 May 2005, 31 May 2004 and 31 May 2003(“the Financial Statements”) have been independently audited. Ernst & Young LLC, Chartered Accountants,Isle of Man, issued an unqualified report for the year ended 31 May 2005. Ernst & Young, Chartered

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Accountants, Isle of Man, issued unqualified reports for the years ended 31 May 2004 and 2003. We havereviewed the Financial Statements, which have been prepared in accordance with the Companies Act 1985(as amended). The consolidated financial information does not constitute statutory accounts within themeaning of Section 240 of the Companies Act 1985 (as amended).

No financial statements for the Group have been prepared or presented to the members of the Company forany period since 31 May 2005 and no dividend has been paid or declared in respect of the period since thatdate.

Basis of consolidation

On 12 April 2001, the Company acquired 100 per cent. of the share capital of Amazing Limited in a sharefor share exchange. On 3 October 2001 and 10 January 2002, Amazing Limited issued further shares whichwere immediately exchanged for shares in the Company under the terms of the share for share exchange.Accordingly, 9,754,170 ordinary shares were allocated in consideration for the company acquiring its 100per cent. interest of the issued share capital of Amazing Limited pursuant to a share for share exchangeagreement. Accordingly, as permitted by FRS 6 for a group reconstruction, the combination was accountedfor using the merger method. On 19 March 2001, the Company acquired 100 per cent. of the share capitalof Fongkue Limited and on 19 September 2001 the Company acquired 50 per cent. of the share capital ofNavegante Services Limited.

Responsibility

The directors of the Company are responsible for the contents of the Admission Document in which thisreport is included.

It is our responsibility to compile the financial information set out below from the financial statements, toform an opinion on the financial information, and to report our opinion to you.

Basis of Opinion

We conducted our work in accordance with the Statements of Investment Circular Reporting Standardsissued by the Auditing Practices Board. Our work included an assessment of evidence relevant to accountsand disclosures in the financial information. The evidence included that recorded by the auditors who auditedthe financial statements underlying the financial information and that obtained by us during the course of ourreview. It also included an assessment of significant estimates and judgements made by those responsible forthe preparation of the financial statements underlying the financial information and whether the accountingpolicies are appropriate to the Company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial information is free from material misstatement, whether caused by fraud or other irregularity orerror.

Opinion

In our opinion, the financial information gives, for the purposes of the Admission Document, a true and fairview of the state of affairs of the Group as at 31 May 2005, 31 May 2004 and 31 May 2003 and of the resultsand recognised gains and losses and cash flows of the Group for the years then ended.

Declaration

We consent to the inclusion in the Admission Document of this report. We accept responsibility for thisreport as part of the Admission Document and declare we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts andcontains no omission likely to affect its import. This declaration is included in the Admission Document incompliance with item 1.2 of annex 1 of the Prospectus Rules 2005 and Schedule Two of the AIM Rules.

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GROUP PROFIT AND LOSS ACCOUNT

FOR THE YEARS ENDED 31 MAY 2005, 2004 and 2003

Year ended Year ended Year ended31 May 31 May 31 May

2005 2004 2003Notes £ £ £

Turnover 1,207 691 1,000

Administration expenses (822,951) (362,570) (452,397)Write off loan to associate (4,271) (2,647) (34,212)Provision for bad and doubtful debt (13,443) – –

————– ————– ————–Operating loss (839,458) (364,526) (485,609)

Share of operating profit in associate – – 99,241

Loss on ordinary activities before investment income, interest and taxation (839,458) (364,526) (386,368)

Interest receivable 2,182 1,131 1,189Interest payable (33,678) (3,380) (3,796)

————– ————– ————–Loss on ordinary activities before taxation 2 (870,954) (366,775) (388,975)Taxation 3 – – –

————– ————– ————–Loss for the period attributable to members 11, 12 (870,954) (366,775) (388,975)————– ————– ————–All the activities arise from continuing operations.

GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

Year ended Year ended Year ended31 May 31 May 31 May

2005 2004 2003Notes £ £ £

Loss for the financial year (870,954) (366,775) (388,975)Foreign exchange difference arising on

consolidation 68,739 (764) (2,716)————– ————– ————–

Total gains and losses recognised since last annual report (802,215) (367,539) (391,691)————– ————– ————–

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GROUP BALANCE SHEET

AS AT 31 MAY 2005, 2004 and 2003

31 May 2005 31 May 2004 31 May 2003Notes £ £ £ £ £ £

Fixed assetsTangible assets 4 3,148,070 1,651,410 1,384,253Interest in associated

companies 5 – 243 243————–– ————–– ————––

3,148,070 1,651,653 1,384,496Current assetsCash at bank 2,407,377 97,487 83,068Sundry debtors and

prepayments 40,815 12,062 5,998Directors’ loans 6 – 878 878Related company loans 7 – 17,243 17,243

————–– ————–– ————––2,448,192 127,670 107,187

————–– ————–– ————––Creditors: due within

one yearDirectors’ loans 6 332,867 60,888 132,862Trade creditors 1,095,064 – 3,048Other creditors and accruals 97,914 20,876 19,984Loan from parent company 7 – 147,249 185,149Other loans 8 – 22,172 21,827Related company loans 7 17,497 375,160 29,819Bank overdraft 50,256 – –

————–– ————–– ————––1,593,598 626,345 392,689

————–– ————–– ————––Net current assets/(liabilities) 854,594 (498,675) (285,502)

Creditors: amount falling due in more than one year

Debentures 9 (3,022,050) – –————–– ————–– ————––

Net assets 980,614 1,152,978 1,098,994————–– ————–– ————––

Capital and reservesCalled up share capital 10 10,976,937 10,627,056 10,285,837Share premium 11 326,107 196,137 115,833Merger reserve 11 285,833 285,833 285,833Profit and loss reserve 11 (10,758,263) (9,956,048) (9,588,509)Capital redemption reserve 11 150,000 – –

————–– ————–– ————––Shareholders’ funds 12 980,614 1,152,978 1,098,994————–– ————–– ————––

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COMPANY BALANCE SHEET

AS AT 31 May 2005, 2004 and 2003

31 May 2005 31 May 2004 31 May 2003Notes £ £ £ £ £ £

Fixed assetsInvestments 13 11,004,171 11,004,173 9,754,173

Current assetsCash at bank 1,165,037 306 57,595Sundry debtors and

prepayments 6,413 5,042 2,064Loans to subsidiaries 14 2,027,093 – 549,323

————–– ————–– ————––3,198,543 5,348 608,982

————– ————– ————–Creditors: due within

one yearAccruals 12,000 2,500 3,656Loans from subsidiary 14 – 43,762 –Loans from related party 7 – 226,849 –Sundry creditors 52,631 – –

————– ————– ————–64,631 273,111 3,656

————– ————– ————–Net current assets/(liabilities) 3,133,912 (267,763) 605,326

Creditors: amount falling due after more than one year

Debenture 9 (3,022,050) – –————– ————– ————–

Net assets 11,116,033 10,736,410 10,359,499———–— ————– ————–Capital and reservesShare capital 10 10,976,937 10,627,056 10,285,837Share premium 11 326,107 196,137 115,833Profit and loss account 11 (337,011) (86,783) (42,171)Capital redemption reserve 150,000 – –

————– ————– ————–Shareholders’ funds 12 11,116,033 10,736,410 10,359,499————– ————– ————–

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NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 MAY 2005, 2004 and 2003

1. ACCOUNTING POLICIES

(a) Fundamental accounting concept

The financial statements have been prepared on the going concern basis on the assumption thatadditional funding will be available to enable the Company’s principal subsidiaries to continueoperating, meet its liabilities as they fall due and to complete the purchase of the land referred toin note 4 to these financial statements. Potential investors are being sought to provide additionalfunds for working capital requirements and the purchase and development of the land. Thedirectors anticipate that the required funds will be obtained from new investors. The financialstatements do not reflect any adjustments which would have to be made should additional fundingnot be available.

(b) Basis of accounting

The consolidated financial statements are prepared under the historical cost convention and inaccordance with United Kingdom accounting standards.

(c) Depreciation

Provision is made for depreciation at the following rates designed to write off the cost of alltangible fixed assets over their expected useful lives:

Office equipment 33.33 per cent. reducing balanceFixtures and fittings 20 per cent. reducing balanceMotor vehicles 20 per cent. reducing balance

(d) Investments

Investments are stated at cost less permanent diminution in value.

(e) Basis of consolidation

The group financial statements consolidate the financial information of the parent company andof its subsidiaries. The financial information of each company in the group has been prepared to31 May 2005. No profit and loss account is presented for Amazing Holdings Plc as permitted byS3 (5) (b) (ii) of the Companies Act 1982. The results of Amazing Holdings Plc for the year ended31 May 2005 is a loss of £250,228 (2004: £44,612, 2003: £28,778).

On 12 April 2001, the Company acquired 100 per cent. of the share capital of Amazing Limitedin a share for share exchange. On 3 October 2001 and 10 January 2002, Amazing Limited issuedfurther shares which were immediately exchanged for shares in the Company under the terms ofthe share for share exchange. Accordingly, as permitted by Financial Reporting Standard No 6,the combination has been accounted for using the merger method.

(f) Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated at the rate ofexchange ruling at the balance sheet date. Non monetary assets and liabilities are carried athistoric rate. Transactions in foreign currencies are recorded at the rate of exchange ruling at thedate of the transaction, all differences being taken to the profit and loss account.

(g) Intangible assets

Intangible assets have been acquired in the course of business and are capitalised at cost. Intangibleassets are unamortised and subject to impairment review at the end of each accounting period.

(h) Turnover

Turnover consists of management fees receivable.

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2. GROUP OPERATING LOSS

31 May 31 May 31 May2005 2004 2003

Group £ £ £

Operational loss is after charging:Audit fee 14,000 3,981 8,640Directors’ fees 301,659 123,000 88,665Depreciation 4,925 3,026 4,415Debenture interest 29,299 – –————– ————– ————–Company

Audit fee 3,500 2,000 3,500Debenture interest 29,299 – –————– ————– ————–

3. TAXATION

The Company and its Isle of Man subsidiaries are registered under the Isle of Man Income Tax (ExemptCompanies) Act 1984 and consequently no Isle of Man tax is payable.

4. TANGIBLE FIXED ASSETS

Payment for Office Fixtures and Motorland equipment fittings vehicles Total

Group £ £ £ £ £

CostAs at 1 June 2004 1,645,112 23,756 2,016 745 1,671,629Additions 1,492,924 8,661 – – 1,501,585

————– ————– ————– ————– ————–At 31 May 2005 3,138,036 32,417 2,016 745 3,173,214

————– ————– ————– ————– ————–DepreciationAs at 1 June 2004 – 18,194 1,457 568 20,219Charge for the year – 4,741 140 44 4,925

————– ————– ————– ————– ————–As at 31 May 2005 – 22,935 1,597 612 25,144

————– ————– ————– ————– ————–Net book valueAs at 31 May 2005 3,138,036 9,482 419 133 3,148,070————– ————– ————– ————– ————–As at 31 May 2004 1,645,112 5,562 559 177 1,651,410————– ————– ————– ————– ————–The Company intends to construct and operate an international hotel and resort at Fong-Kwai-WeiSection of Peng-Hu Hsien. The Fong-Kwai-Wei Section comprises a total of 102 lots with the total areaof 119,666 square metres. The land lots are comprised of the following:

– 92 lots for a total area space of 90,554 square metres owned by private persons;

– 4 lots of Government Land for a total area space of 20,712 square metres; and

– 6 lots of land owned by the central government for a total area space of 8,400 square metres.

The total price for the land amounted to approximately £4.4 million (excluding taxes and otheradministrative fees). Due to legal restrictions in the Republic of China, Amazing Taiwan Limited isunable to register as the legal owner of certain farmland (90,554 square metres) until the purpose ofsuch land and is amended. Accordingly, to facilitate the transaction, it was agreed that Kuo Mai-Chen,wife of T K Potter, a director of the Company, acquired the land on behalf of the Company using fundsadvanced by the Company. The funds advanced by the Company to Kuo Mai-Chen are included inthese financial statements as payments for land within tangible fixed assets.

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4. TANGIBLE FIXED ASSETS (continued)

On 22 July 2004 the Company entered into a Land Purchase Agreement with Kuo Mai-Chen (“theSeller”) whereby the Company had the right to acquire from the Seller all land previously purchasedby her and subsequently rezoned.

At 31 May 2005 the Company anticipated making further advances to Kuo Mai-Chen of £2.6m tocomplete the land acquisition programme.


Group £ £ £ £ £

CostAs at 1 June 2003 1,374,929 23,756 2,016 745 1,401,446Additions 270,183 – – – 270,183

————– ————– ————– ————– ————–At 31 May 2004 1,645,112 23,756 2,016 745 1,671,629


————– ————– ————– ————– ————–As at 31 May 2004 – 18,194 1,457 568 20,219

————– ————– ————– ————– ————–Net book valueAs at 31 May 2004 1,645,112 5,562 559 177 1,651,410————– ————– ————– ————– ————–As at 31 May 2003 1,374,929 8,342 745 237 1,384,253————– ————– ————– ————– ————–


Group £ £ £ £ £

CostAs at 1 June 2002 – 19,859 2,016 745 22,620Additions 49,929 3,897 – – 53,826Transfer from intangible fixed assets 1,325,000 – – – 1,325,000

————– ————– ————– ————– ————–At 31 May 2003 1,374,929 23,756 2,016 745 1,401,446


————– ————– ————– ————– ————–As at 31 May 2003 – 15,414 1,271 508 17,193

————– ————– ————– ————– ————–Net book valueAs at 31 May 2003 1,374,929 8,342 745 237 1,384,253————– ————– ————– ————– ————–As at 31 May 2002 – 8,615 931 296 9,842————– ————– ————– ————– ————–

5. INTEREST IN ASSOCIATED COMPANIES

The Company purchased 50 per cent. of the share capital of Navegante Services Limited on 19September 2001. Navegante Services Limited is a casino management company which has not yetcommenced trading and is incorporated in the Isle of Man. The amount of the investment in theassociate has been fully written off in the year.

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6. DIRECTORS’ TRANSACTIONS

31 May 31 May 31 May2005 2004 2003

Due from the group £ £ £

Directors’ bonuses 50,000 – –A Hines 6,982 9,332 5,224T K Potter 150,484 45,934 108,138D Litton – 5,622 19,500D Mathewson 401 – –L Woolf 125,000 – –

————– ————– ————–332,867 60,888 132,862————– ————– ————–

Year ended 31 May 2005

All balances are unsecured, interest free and repayable on demand.

Year ended 31 May 2004 and 2003

Amounts due to directors are in respect of deferred directors’ fees. There is no specific date forpayment.

31 May 31 May 31 May2005 2004 2003

Due to the group £ £ £

D Litton – 878 878————– ————– ————–The director’s loan, which was an advance against expenses, is unsecured, interest free, with nospecified date for repayment.

7. RELATED COMPANY BALANCES

All related party loans are interest free, unsecured and repayable on demand.

31 May 31 May 31 May2005 2004 2003

Due from Note £ £ £

Navegante Services Limited (v) – – –WSMT (i) – 17,243 17,243

————– ————– ————–– 17,243 17,243————– ————– ————–

Due To

WSMT (i) – 3,800 3,800Ian Irvin & Co (ii) 9,957 15,930 26,019K Mai-Chen (iii) 2,250 3,140 –Larry Woolf (iv) – 125,000 –Navegante Services Limited (v) 2,000 441 –Bayside Development Corporation (vi) – 226,849 –Dalveen Limited (vii) 3,290 – –

————– ————– ————–17,497 375,160 29,819————– ————– ————–

Due to parent

MaiDor Limited 15 and (viii) – 147,249 185,149————– ————– ————–

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7. RELATED COMPANY BALANCES (continued)

(i) The Company and Water Separation Membrane Technologies Limited (WSMT) are relatedparties by common directorship of D Litton, A Hines, I Irvin and T K Potter. The loan isunsecured, interest free with no specific date for repayment. During the year ended 31 May 2005£13,443 (2004: £Nil, 2003: £Nil) was provided against the amount owed by WSMT.

(ii) The Group incurred £106,150 (2004: £71,526, 2003: £142,050) for various corporate services andexpenses provided by Ian Irvin & Co. Of this amount, £9,957 (2004: £15,930, 2003: £26,019) isincluded with trade creditors at the year end. Ian Irvin is a director of the Group and is the ownerof Ian Irvin & Co. The loan is unsecured, interest free, with no specific date for repayment.

(iii) Kuo Mai-Chen is the wife of T K Potter, a director of the Company.

(iv) Larry Woolf holds 50 per cent. of the issued share capital of Navegante Services Limited. Duringthe year Larry Woolf was made a director of the Company and outstanding balance of £125,000was reclassified as directors’ loans. This amount relates to consultancy services provided duringthe year.

(v) Amazing Holdings Plc owns 50 per cent. of the issued share capital of Navegante ServicesLimited. Navegante is also related by virtue of common directorship of Larry Woolf. The loansare unsecured, interest free, with no specified date for repayment. In the year ended 31 May 2004,£2,647 (2003: £34,212) was written off as the directors believed it was not recoverable.

(vi) Bayside Development Corporation Limited is a related party by common directorship of D Littonand by ownership of 22 per cent. of the issued share capital.

(vii) Dalveen Limited is owned by DC Mathewson, a director of the Company.

(viii) MaiDor is the ultimate parent of the group. The loan is unsecured, interest free, with no specificdate for repayment. The group has accrued project management fees and expenses due to MaiDorLimited, which have been brought forward from 2000. The amount outstanding at the year end is£nil (2004: £147,249, 2003: £185,149), which is repayable upon completion of the land purchase.The group and MaiDor Limited are related parties by virtue of the common directorships of I Irvinand T K Potter and MaiDor Limited is the parent company of Amazing Holdings Plc (see note15).

The group incurred £33,270 (2004: £3,166, 2003: £4,156) in professional fees payable toDevonshire Corporate Services Limited during the period. The group and Devonshire CorporateServices Limited are related by virtue of the common directorship of D Litton.

8. OTHER LOANS

Other loans include a bank loan for £20,000 from Close Bank. This loan is secured by guarantee,repayable on 30 June 2004 and 31 October 2004 and interest is payable at 4 per cent. above base rate.

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9. DEBENTURES

31 May 31 May 31 May2005 2004 2003

£ £ £

Principal 2,992,751 – –Accrued interest 29,299 – –

————– ————– ————–3,022,050 – –————– ————– ————–

During the year ended 31 May 2005, the Company was authorised to issue a series of fourteen identicalDebentures of US$500,000 each. As at 31 May 2005, ten Debentures had been issued at a value of$5,000,000. The Debentures are redeemable by the Company on 15 November 2007 or earlier upon theCompany giving the Debenture holders not less than three months notice of redemption.

The Debentures carry an entitlement to receive interest paid by the Company at the simple rate of 30per cent. per annum. Interest is payable by the Company to the holders of Debentures on the earlier of15 November 2007 or such earlier date upon which the Debentures are redeemed by the Company.

The Company has the right to convert the principal sum of the Debenture and all accrued interest into200,000 ordinary shares of £1.00 nominal value each in capital of the Company immediately prior tothe Company’s Shares being listed on AIM, provided that the listing occurs within 12 months of theDebenture purchase date and provided that the cumulative value of the shares, with reference to theoffer price at which they will list on the AIM, is greater than US$500,000. Those shares will rank paripassu in all respects with the existing ordinary shares in the capital of the Company.

Additionally holders of Debentures have the right to convert the principal sum of the Debenture and allaccrued interest into 200,000 ordinary shares of £1.00 nominal value each in the capital of theCompany. Those shares will rank pari passu in all respects with the existing ordinary shares in thecapital of the Company. The Debenture holders’ conversion right is exercisable:

(a) upon the date of admission of the shares in the Company to a listing on the AIM;

(b) upon control of the Company being acquired by any person or company or group not havingcontrol of the Company at the date of the debenture deeds;

(c) or upon the Company giving notice of redemption to the Debenture Holders.

The Debentures are secured by way of a floating charge on the property of the Company. TheDebentures also contain provisions which restrict the power of the Company to create charges over itsproperty and to borrow and there are additional restrictions imposed on the Company on disposal of itsassets.

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10. SHARE CAPITAL

31 May 31 May 31 May2005 2004 2003

£ £ £Authorised20,000,000 ordinary equity shares of £1 each 20,000,000 20,000,000 20,000,000————– ————– ————–7,000,000 redeemable preference shares of £1 each 7,000,000 7,000,000 7,000,000————– ————– ————–Issued and fully allocatedOrdinary equity shares of £1 each 10,976,937 10,627,056 10,285,837————– ————– ————–The following ordinary shares were issued:


During the year 499,881 ordinary shares were issued at £1.25 per share. 150,000 shares were returnedto the Company.

The redeemable preference shares are entitled to a premium at 10 per cent. per annum compoundinterest payable on the preceding anniversary of allotment, but have no right to participate in the profitsof the Company.

In the case of a winding-up the redeemable preference shares have priority to any payment to theholders of any shares in the capital of the Company, of the amounts paid out on the redeemablepreference shares held by them.

The holders of the redeemable preference shares have the right to receive notice of, to be present andspeak at and to vote, either in person or by proxy, at any general meeting of the Company or by way ofwritten resolution if:

(a) any resolution is proposed for the winding-up of the Company, in which case the holders may onlythen vote at such general meeting on the election of a chairman and any motion for adjournmentand the resolution for winding-up; or

(b) the meeting is convened for the purpose of considering the purchase by the Company of any ofits own shares, or a reduction in the capital of the Company; or

(c) the proposition to be submitted to the meeting abrogates or varies or otherwise directly effects thespecial rights and privileges attaching to the redeemable preference shares. They will have nofurther rights to vote.


During the year 341,219 ordinary shares were issued at £1.25 per share.


Shares were issued as follows:

12 March 2003: 150,000 ordinary shares at par.

18 December 2002: 66,667 ordinary shares at £1.50 per share.

16 October 2002: 165,000 ordinary shares at £1.50 per share.

22 September 2002: 50,000 ordinary shares at par.

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11. RESERVES

CapitalShare Profit and Merger redemption

premium loss account reserve reserve£ £ £ £

GroupAs at 1 June 2004 196,137 (9,956,048) 285,833 –Loss for the year – (870,954) – –Foreign exchange on consolidation 129,970 68,739 – –On issue of share capital – – – 150,000

————– ————– ————– ————–Balance at 31 May 2005 326,107 (10,758,263) 285,833 150,000————– ————– ————– ————–CompanyAt 1 June 2004 196,137 (86,783) – –Loss for the year – (250,228) – –On issue of share capital 129,970 – – 150,000

————– ————– ————– ————–Balance at 31 May 2005 326,107 (337,011) – 150,000————– ————– ————– ————–



GroupAs at 1 June 2003 115,833 (9,588,509) 285,833 –Loss for the year – (366,775) – –Foreign exchange on consolidation – (764) – –On issue of share capital 80,304 – – –

————– ————– ————– ————–Balance at 31 May 2004 196,137 (9,956,048) 285,833 –————– ————– ————– ————–CompanyAt 1 June 2003 115,833 (42,171) – –Loss for the year – (44,612) – –On issue of share capital 80,304 – – –

————– ————– ————– ————–Balance at 31 May 2004 196,137 (86,783) – –————– ————– ————– ————–



GroupAs at 1 June 2002 – (9,196,818) 285,833 –Loss for the year – (388,975) – –Foreign exchange on consolidation – (2,716) – –On issue of share capital 115,833 – – –

————– ————– ————– ————–Balance at 31 May 2003 115,833 (9,588,509) 285,833 –————– ————– ————– ————–CompanyAt 1 June 2002 – (13,393) – –Loss for the year – (28,778) – –On issue of share capital 115,833 – – –

————– ————– ————– ————–Balance at 31 May 2003 115,833 (42,171) – –————– ————– ————– ————–

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12. RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS’ FUNDS

31 May 31 May 31 May2005 2004 2003

£ £ £GroupOpening shareholders’ funds 1,152,978 1,098,994 943,185Issue of share capital 629,851 421,523 547,500On share for share exchange – – –Loss for year (870,954) (366,775) (388,975)Foreign exchange on consolidation 68,739 (764) (2,716)

————– ————– ————–Closing shareholders’ funds 980,614 1,152,978 1,098,994————– ————– ————–CompanyOpening shareholders’ funds 10,736,410 10,359,499 9,840,777Issue of share capital 629,851 421,523 547,500Loss for year (250,228) (44,612) (28,778)

————– ————– ————–Closing shareholders’ funds 11,116,033 10,736,410 10,359,499————– ————– ————–

13. INVESTMENTS

Company

Investments in subsidiaries and associates

31 May 31 May 31 May2005 2004 2003

£ £ £

Opening balance 11,004,173 9,754,173 9,754,173Additions – 1,250,000 –Disposal of Fongkue Limited (2) – –

————– ————– ————–Closing balance 11,004,171 11,004,173 9,754,173————– ————– ————–As at 31 May 2005

No of ordinary Cost Nature of

shares % held £ Incorporated businessAmazing Limited 3,200,834 100 11,004,170 Isle of Man Casino Resort DevelopmentNavegante Service Limited 1 50 1 Isle of Man Casino Resort Management

————–11,004,171————–

Amazing Limited has a 100 per cent. interest in Amazing Taiwan Limited, a company incorporated inTaiwan. The principal activity of the company is the purchase and development of land.

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13. INVESTMENTS (continued)

As at 31 May 2004


shares % held £ Incorporated businessAmazing Limited 3,200,834 100 11,004,170 Isle of Man Casino Resort DevelopmentFongkue Limited 1 100 1 Isle of Man DormantNavegante Service Limited 2 100 2 Isle of Man Casino Resort Management

————–11,004,173————–


As at 31 May 2003


shares % held £ Incorporated businessAmazing Limited 1,950,834 100 9,754,170 Isle of Man Casino Resort DevelopmentFongkue Limited 1 100 1 Isle of Man Casino Resort DevelopmentNavegante Service Limited 2 100 2 Isle of Man Casino Resort Management

————–9,754,173————–


On 12 April 2001, the Company acquired 100 per cent. of the share capital of Amazing Limited in ashare for share exchange. On 3 October 2001 and 10 January 2002, Amazing Limited issued furthershares which were immediately exchanged for shares in the Company under the terms of the share forshare exchange whereby 5 shares in the Company were issued for every 1 share in Amazing Limited.

14. LOANS DUE TO/FROM SUBSIDIARIES

31 May 31 May 31 May2005 2004 2003

£ £ £CompanyDue (to)/from Amazing Limited 2,027,093 (43,762) 549,323————– ————– ————–The loan is unsecured, interest free, and has no fixed date for repayment.

15. ULTIMATE CONTROLLING PARTY


At 31 May 2005 the ultimate controlling party is MaiDor Limited, a company incorporated in the Isleof Man. On 18 July 2005 MaiDor Limited distributed its shares in Amazing Holdings Plc equally to IIrvin and T K Potter.

Year ended 31 May 2004 and 2003

The ultimate controlling party is MaiDor Limited, a company incorporated in the Isle of Man, whichis beneficially owned by I Irvin and T K Potter.

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16. SHARE OPTIONS

The Company has granted 4,553,335 options as follows:

No. of SharesName of option holder £1 ordinary shares Exercise Price Exercise Event

(a) Larry Woolf 250,000 £1.50 per share Upon Company listing on AIM.750,000 £2.00 per share Upon a gaming licence being secured

by a subsidiary company.500,000 £2.50 per share Upon opening of purpose-built

casino.500,000 £3.00 per share Upon annual net profits in excess of

US$125 million.

(b) David Mathewson 200,000 £2.00 per share Upon Company listing on AIM.300,000 £3.00 per share Upon the shareholders of the

Company, prior to AIM listing, beingable to trade their holdings at £6 pershare.

500,000 £3.00 per share Upon annual net profits being inexcess of US$125 million.

(c) Ashley Hines 333,335 £1.25 per share Upon option holder’s discretion.125,000 £2.00 per share Upon gaming legislations being

secured in the Penghu Islands.375,000 £2.00 per share Upon a gaming licence being secured

by a subsidiary company.

(d) Pamir Holdings International 125,000 £2.00 per share Upon gaming legislations being Company Ltd secured in the Penghu Islands.

375,000 £2.00 per share Upon a gaming licence being securedby a subsidiary company.

(e) David Runciman 100,000 £3.00 per share Upon annual net profits being inexcess of US$125 million.

(f) John Knot 50,000 £3.00 per share Upon annual net profits being inexcess of US$125 million.

(g) Carlton Greer 50,000 £3.00 per share Upon annual net profits being inexcess of US$125 million.

(h) Bill Hamilton-Turner 10,000 £2.00 per share Upon option holder’s discretion.

(i) Bill Van Der Broek 10,000 £2.00 per share Upon option holder’s discretion.

(j) JM Finn (the Company’s Brokers) own an option over 150,000 Ordinary Shares. This option willbecome exercisable upon the Company becoming listed on AIM, or upon JM Finn & Co raising£10 million for the Company and founders, or on a pro rata basis if £10 million is not raised.

(k) Daniel Stewart own an option over 100,000 Ordinary Shares. The exercise of 50,000 OrdinaryShares is subject to Daniel Stewart materially assisting the Company with the raising of bankfinance for the project amounting to US$600 million.

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17. BANK GUARANTEE

During the year, Amazing Holdings Plc entered a Guarantee Agreement with Close Bank (Isle of Man)Limited for £100,000 to cover the overdraft facility held by Amazing Limited.

This amount is secured by a Block Deposit agreement signed by Amazing Holdings Plc. If this blockdeposit is held in a foreign currency, the value of the deposit must equal 125 per cent. of the amountoutstanding under the facility at all times. Close Bank (Isle of Man) Limited reserve the right to converta sufficient amount to sterling should the value of the Blocked Deposit fall below 115 per cent. of theamount outstanding under the facility.

18. POST BALANCE SHEET EVENTS


A Hines has been granted options over 333,335 £1.00 ordinary shares of the Company at an exerciseprice of £1.25 per share.

L Woolf has been granted options over 2,000,000 £1.00 ordinary shares; 250,000 at an exercise priceof £1.50 per share, 750,000 at an exercise price of £2.00 per share, 500,000 at an exercise price of £2.50per share and 500,000 at an exercise price of £3.00 per share. The options are conditional on certainterms and conditions being met.


A further 341,219 ordinary shares have been issued at £1.25 per share.

A Hines has been granted options over 333,335 £1 ordinary shares of the Company at an exercise priceof £1.25 per share.

L Woolf has been granted options over 2,000,000 £1 ordinary shares; 250,000 at an exercise price of£1.50 per share, 750,000 at an exercise price of £2 per share, 500,000 at an exercise price of £2.50 pershare 500,000 at an exercise price of £3 per share. The options are conditional on certain terms andconditions being met.


On 18 July 2005 the Company cancelled the 7,000,000 redeemable preference shares of £1 each. Theseshares had not been issued.

On 25 November 2005 the Company issued 15,000 ordinary shares of £1 each at a premium of 85p pershare. The total consideration was £27,750. These shares were issued in lieu of payment for theprovision of services from a related company, Bayside Development Corporation Limited.

Between 1 September 2005 and 6 December 2005 the Company issued 516,594 ordinary shares of £1each at a premium of 85p per share. The total cash consideration was £955,699.

19. EMPLOYEES

The Group employed the following personnel at each financial year end:

31 May 31 May 31 May2005 2004 2003

Directors 6 4 4Office administrative staff 2 1 1

————– ————– ————–8 5 5————– ————– ————–

The directors split their time between the UK, the Isle of Man and Taiwan and are employed by theCompany.

The office administrative staff are all based in Taiwan, and are employed by Amazing Taiwan Limited.

Since 31 May 2005 Amazing Limited has employed a member of staff who will be responsible for theplanning aspects associated with the casino resort development and who will be based in Taiwan.

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PART IV

PRO FORMA STATEMENT OF NET ASSETS

Set out below is an unaudited pro forma statement of net assets prepared to illustrate the effect on the Groupof Admission and Placing as if they had taken place as at 31 May 2005. It has been prepared, on the basisset out below, for illustrative purposes only. Because of its nature, this pro forma statement of net assets maynot give a true picture of the position of the Group.

Adjustments———————————————

Conversion Amazing of Placing Pre-Placing pro forma

Amazing Debentures proceeds proceeds net assets(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)

£’000 £’000 £’000 £’000 £’000Fixed assetsTangible fixed assets 3,148 – – – 3,148

Current assetsCash at bank 2,407 – 1,490 956 4,853Debtors 41 – – – 41

———— ———— ———— ———— ————2,448 – 1,490 956 4,894

Creditors:amounts falling due within one year 1,594 – – – 1,594

Net current assets 854 – – – 3,300———— ———— ———— ———— ————

Creditors:amounts falling due in more than one year 3,022 3,022 – – –

———— ———— ———— ———— ————Net assets 980 3,022 1,490 956 6,448———— ———— ———— ———— ————(1) The net assets of Amazing as at 31 May 2005 have been extracted without material adjustment from the accounts of Amazing

for the twelve months ended 31 May 2005 set out in Part III of this document.

(2) Immediately prior to Admission, the Debentures are converting into Ordinary shares, htereby removing the Debentures as agoing concern.

(3) The net placing proceeds of £1,490,000 represent an assumed placing of 994,431 Ordinary Shares at 185 pence, less assumedtransaction costs of £350,000 (excluding VAT).

(4) The net Pre-Placing proceeds of £956,000 represent an assumed Pre-Placing of 516,594 Ordinary Shares at 185 pence.

(5) The pro forma statement of net assets of Amazing does not take into account any trading or working capital movements arisingin Amazing since May 31 2005.

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PART V

STATUTORY AND GENERAL INFORMATION

1. Incorporation

(a) On 8 January, 2001 the Company was incorporated as a company limited by shares under the IOM Actswith registered number 101806C. On 23 April 2001 the Company became a public company limitedby shares under the IOM Acts and a certificate of change of name to Amazing Holdings Plc wasgranted on the same day.

(b) A new form of Articles of Association of the Company were adopted pursuant to a Special Resolutiondated 2 December 2005. The Company complies with the corporate governance regime of the IOM.

(c) The principal legislation under which the Company operates is the IOM Act (as amended from time totime) and the regulations made thereunder.

(d) The Company’s registered office is at Devonshire House, 15 St Georges Street, Douglas, IM1 1AJ, Isleof Man.

(e) The liability of the members of the Company is limited.

2. Details of Subsidiaries and Associated Company

(a) The Company is the holding company of the Group. Its subsidiaries consist of Amazing Limited, anIsle of Man company, and Amazing Taiwan Co. Limited, a Taiwanese company.

(b) Amazing Limited was incorporated on 13 August 1999 as a company limited by shares under the IOMAct under registered number 096792C. The current share capital of the Company is £5,000,000 dividedinto 1,666,667 ‘A’ shares and 3,333,333 ‘B’ shares of £1.00 each. The founder shareholders wereMaidor Limited, Bayside Development Corporation Limited, William Britton and David Litton.Amazing Limited is now a full subsidiary of Amazing Holdings Plc.

(c) Amazing Taiwan was incorporated in Taiwan under number 70552440. Amazing Taiwan is now a fullsubsidiary of Amazing Holdings Plc.

3. Share Capital

(a) Although there are no provisions in the laws of the Isle of Man equivalent to sections 89 to 96 of theAct which confer pre-emption rights on existing shareholders in connection with the allotment ofequity securities for cash, the Articles contain provisions having a similar effect and givingshareholders similar rights to those contained in sections 89 to 96 of the Act.

(b) The Company was incorporated with an authorised share capital of 2,000 Ordinary Shares on the8 January 2001 this was increased to £26,000,000 of which there was 20,000,000 Ordinary Shares and6,000,000 £1 Redeemable Preference Shares on the 12 April 2001. On the 21 September 2001 anadditional 1,000,000 £1 Preference Shares were authorised. The Company has not issued any £1Redeemable Preference Shares and on 18 July 2005 the Company cancelled the 7,000,000 £1Redeemable Preference Shares thereby reducing its Authorised Share Capital to 20,000,000 £1Ordinary Shares. On 2 December 2005 the authorised Share Capital was increased to 22,000,000 £1Ordinary Shares.

(c) The total number of shares issued to date is 11,508,531 Ordinary Shares which includes the Pre-PlacingShares.

(d) In accordance with the terms of the Debentures, an additional 2,800,000 Ordinary Shares will be issuedimmediately prior to Admission.

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(e) The following is a summary of the changes in the issued share capital of the Company sinceincorporation:

(i) on 18 January 2001 one Ordinary Share was taken up by each of the initial subscribers to thememorandum of association of the Company at par value and, on 12 April 2001 those two initialsubscribers’ shares were transferred to Alan Kinghorn.

(ii) on 24 April 2001 a further total of 9,170,833 Ordinary Shares were allotted to the existingshareholders of Amazing Limited.

(iii) on 10 January 2002 a further total of 250,000 Ordinary Shares were allotted to the existingshareholders of Amazing Limited for cash at a price of 100p per Ordinary Share.

(iv) On 25 November 2005 the Company paid an arrangement fee of £27,750 to Bayside DevelopmentCorporation Limited in connection with arranging the standby working capital facility for theCompany of £1,000,000. This fee was discharged by the issue of 15,000 Ordinary Shares.

(v) Prior to the Placing a total of 2,056,480 Ordinary Shares have been issued to various shareholdersfor cash.

(vi) The authorised and issued share capital following the Placing and Admission will be 15,302,962.

(f) On 18 July 2005 the shareholders gave the Board of Directors the authority to issue up to 20 per cent.of the nominal value of the issued Ordinary Shares capital. On 2 December 2005 the Articles ofAssociation of the Company were further amended by special resolution.

(g) The issue of Ordinary Shares pursuant to the Placing and the conversion of the Debentures will diluteshareholders by 24.8 per cent.

4. Options

(a) Directors Options

The Company has granted the following Share Options to Directors:

Larry Woolf

Pursuant to an option agreement dated 27 September 2004 between the Company and Mr. Woolf, Mr.Woolf has been granted an option over 2 million Ordinary Shares on the following terms:

250,000 Ordinary Shares capable of being exercised at a price of £1.50 per share conditional upon theCompany listing on the AIM market in London.

750,000 Ordinary Shares capable of being exercised at a price of £2.00 per share conditional upon agaming licence to operate a high quality casino resort in the Penghu Islands, Taiwan, in a manner whichwould be acceptable to an international gaming corporation capable of operating in the State of Nevada,United States of America, being secured for the Company.

500,000 Ordinary Shares capable of being exercised at a price of £2.50 per share conditional upon theopening of a purpose-built casino complex by and under the control of the Company in the PenghuIslands.

500,000 Ordinary Shares capable of being exercised at a price of £3.00 per share conditional uponannual net profits, before tax and interest, certified by the Company’s auditors, being in excess ofUS$125 million.

In the event that there is a change in majority ownership then Mr. Woolf would be entitled to subscribefor 50 per cent. of the Options granted to him that had not yet become capable of being exercised.

The expiry date of the option is on the first anniversary of the date of the auditors certificate to beproduced certifying that the annual net profits of the Company, before tax and interest are in excess ofUS$125 million.

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David Mathewson

Pursuant to an option agreement dated 29 November 2004 between the Company and Mr. Mathewson,the Company has granted, in favour of Mr. Mathewson, an option over 1 million Ordinary Shares onthe following terms:

200,000 Ordinary Shares capable of being exercised at a price of £2.00 per share conditional upon theCompany listing on the Alternative Investment Market in London.

300,000 Ordinary Shares at an exercise price of £3.00 per share conditional upon the shareholders theCompany has, immediately prior to an Alternative Investment Market Listing, being able to trade, in amanaged fashion, all, or part, of their holding at £6.00 per share.

500,000 Ordinary Shares capable of being exercised at a price of £3.00 per share conditional uponannual net profits, before tax and interest, certified by the Company’s auditors, being in excess ofUS$125 million.

In the event that there is a change in majority ownership then Mr. Mathewson would be entitled tosubscribe for 50 per cent. of the options granted to him that had not yet become capable of beingexercised.

The expiry date of the option is on the first anniversary of the date of the auditors certificate to beproduced certifying that the annual net profits of the Company, before tax and interest are in excess ofUS$125 million.

Ashley Hines

Pursuant to an option agreement dated 12 August 2004 between the Company and Mr. Hines, Mr. Hineshas been granted an option over 333,335 Ordinary Shares at an exercise price of £1.25 per share forpast service. The expiry date of this option is 25 November 2008.

Pursuant to an agreement dated 14 June 2005, the Company has granted further options in favour ofMr. Hines, who has recently assumed the role of Chairman of Amazing Taiwan Co. Limited, on thefollowing terms:

125,000 Ordinary Shares at an exercise price of £2.00 per share conditional upon gaming legislationbeing secured in the Penghu Islands in such a manner that a major international casino resort operatorcould operate in the jurisdiction without there being a negative impact on their other internationaloperations.

375,000 Ordinary Shares at an exercise price of £2.00 per share conditional upon a gaming licencebeing secured for the Company.

The expiry date of this option is 14 June 2010.

(b) Other Options

The Company has granted the following additional options:

Pamir Holding International Company Limited

Pursuant to a share option agreement between the Company and Pamir Holding International CompanyLimited dated 21 October 2005, Pamir Holding International Company Limited has been granted anoption over 500,000 Ordinary Shares in the Company on the following terms:

125,000 Ordinary Shares at an exercise price of £2.00 per share conditional upon gaming legislationbeing secured in the Penghu Islands in such a manner that a major international casino resort operatorcould operate in the jurisdiction without there being a negative impact on their other internationaloperations.

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375,000 Ordinary Shares at an exercise price of £2.00 per share conditional upon a gaming licencebeing secured for the Company.

The expiry date of this option is 21 October 2010 (to be extended if so required by mutual consent).

David Runciman

Mr. Runciman is a Hong Kong based businessman and was previously Managing Director for the AsiaPacific Region for C B Richard Ellis. He has been over several years, and continues to be, ofconsiderable benefit to the Company regarding its evolving relationships in South East Asia. It wasthrough his introduction to John Knott that the Company established a relationship with Larry Woolf,and his option has been linked to the successful trading of the casino resort under Larry Woolf’sdirection.

Pursuant to a share option agreement between the Company and Mr Runciman dated 3 August 2005,Mr. Runciman has been granted an option over 100,000 Ordinary Shares at an exercise price of £3 pershare conditional upon annual net profits, before tax and interest, certified by the Company’s auditors,being in excess of US$125 million. In the event that there is a change in majority ownership then Mr.Runciman would be entitled to subscribe for 50 per cent. of the Options granted to him.

The expiry date of this option is 3 August 2010.

John Knott

Mr. Knott is a Las Vegas based businessman and is Senior Vice President of the Global Gaming Groupwithin C B Richard Ellis. He has been a close business associate of Larry Woolf for many years and hespecifically introduced the Company to Larry Woolf. He also steered the early discussions that theCompany had with Larry Woolf, and his option has been linked to the successful trading of the CasinoResort under Larry Woolf’s direction. Mr. Knott has been, and continues to be, of considerable benefitto the Company in connection with its evolving relationship with the major Casino operators in LasVegas.

Pursuant to a share option agreement between the Company and Mr Knott dated 24 June 2005, Mr.Knott has been granted an option over 50,000 Ordinary Shares at an exercise price of £3 per shareconditional upon annual net profits, before tax and interest, certified by the Company’s auditors, beingin excess of US$125 million. In the event that there is a change in majority ownership then Mr. Knottwould be entitled to subscribe for 50 per cent. of the Options granted to him. The option will expire on24 June 2010.

Carlton Geer

Mr. Geer is a Las Vegas based businessman and is Senior Vice President of the Global Gaming Groupwithin C B Richard Ellis. His option has been linked to the successful trading of the casino resort underLarry Woolf’s direction.

Pursuant to a share option agreement between the Company and Mr Geer dated 24 June 2005, Mr. Geerhas been granted an option over 50,000 Ordinary Shares at an exercise price of £3 per share conditionalupon annual net profits of the Company, before tax and interest, certified by the Company’s auditors,being in excess of US$125 million. In the event that there is a change in majority ownership then Mr.Geer would be entitled to subscribe for 50 per cent. of the Options granted to him. The option willexpire on 24 June 2010.

Bill Hamilton-Turner

Mr. Hamilton-Turner is a well respected member of the business community in the Isle of Man. He hasbeen of considerable benefit to the Company since its formation. During 2004 Mr. Hamilton-Turnerwas principally responsible for arranging for Governor Lai of the Penghu County Government, and hisdelegation, to meet with a series of business and government officials, including the Chief Minister of

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the Manx Government in the Isle of Man. This visit was very well received and was of considerablebenefit to the Company.

Pursuant to a share option agreement between the Company and Mr Hamilton-Turner dated 13 June2005, Mr. Hamilton-Turner has been granted an option over 10,000 Ordinary Shares at an exerciseprice of £2 per share. The option will expire on 13 June 2010.

Bill van den Broek

Mr. van den Broek has been of considerable benefit to the Company. He is based in the Penghu Islandsand the Company is working with him regarding the securing of suitable trained personnel for theCasino resort Development. Mr. van den Broek has an agency agreement in place with the RegencyInstitute of Adelaide, South Australia, one of the world’s leading training establishment for the hoteland catering industry.

Pursuant to a share option agreement between the Company and Mr van den Broek dated 12 August2005, Mr. van den Broek has been granted an option over 10,000 Ordinary Shares at an exercise priceof £2 per share. The option will expire on 12 August 2010.

JM Finn & Co. and Daniel Stewart

Pursuant to an agreement between the Company and JM Finn dated 1 December 2005 the Companyhas granted to JM Finn an option over 150,000 Ordinary Shares.

Pursuant to an option agreement between the Company and Daniel Stewart dated 1 December 2005 theCompany has also granted to Daniel Stewart an option over 100,000 Ordinary Shares.

The Company intends to grant further options to key members of the management team, some of whomhave yet to be identified, and other key individuals.

Nicholas Owen

The Company has entered into a consultancy agreement with Nicholas Owen, part of which grants tohim 150,000 Ordinary Shares, conditional upon the Company accepting, and discharging by the issueof the shares, a fee note from him for £187,500. The services being rendered by him relate to thefinancing of the land purchase in the Penghu Islands, together with support in connection with theactual land completion process. These shares will be issued to Mr. Owen on completion of the landpurchase.

Except as stated in this document.

(i) the Company does not have in issue any securities not representing share capital;

(ii) there are no outstanding convertible securities issued by the Company;

(iii) the Company has no present intention to issue any of the authorised but unissued share capital ofthe Company; and

(iv) Save in respect of the share incentive arrangements referred to at Part V, paragraph 4 of thisdocument, no share capital of the Company is under option or has been agreed conditionally orunconditionally to be put under option.

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Summary of Ordinary Shares Under Option

AIM Gaming Licence Operational US$125m ProjectListing Secured Granted Trading Profit Finance

Larry Woolf 250,000 750,000 500,000 500,000David Mathewson 200,000 300,000# 500,000Ashley Hines 333,335 125,000 375,000Pamir HoldingInternational Co. Limited 125,000 375,000David Runciman 100,000John Knott 50,000Carlton Greer 50,000Bill Hamilton Turner 10,000Bill van den Broek 10,000JM Finn & Co. 150,000 –Daniel Stewart &Company 50,000 50,000

————– ————– ————– ————– ————– ————–Total 853,335 250,000 1,500,000 800,000 1,200,000 50,000————– ————– ————– ————– ————– ————–# NB This Option is linked to a share price being achieved of £6 per Ordinary Share.

5. Directors’ and Other Interests In the Company

(a) The interests of the Directors (all of which are beneficial) and of all such persons connected (within themeaning of Section 346 of the Act) with the Directors in the issued share capital of the Company, asnotified to the Company under the provisions of Sections 324 or 328 of the Act, assuming the Placingin full, as shown, or as will be shown, in the register of interests required to be maintained under theprovisions of Section 325 of the Act, are set out in the table below:

Number ofNumber of Percentage Number of Ordinaryof Existing of Existing Shares from shares Percentage of

Ordinary Ordinary Debenture following EnlargedName Shares Shares Issue Admission Group

David Mathewson – 200,000 200,000 1.3Larry Woolf – 200,000 200,000 1.3Timothy Potter 2,854,375 24.8 2,854,375 18.7Ian Irvin 2,513,298 21.8 2,513,298 16.4Ashley Hines 125,000 1.1 125,000 0.8David Litton 458,335 4.0 458,335 3.0

Number of Ordinary Shares

Name under Option

David Mathewson 1,000,000Larry Woolf 2,000,000Timothy Potter 0Ian Irvin 0Ashley Hines 833,335David Litton 0

(b) Save as disclosed in this document and as shareholders of the Company, none of the Directors has orhas had any direct or indirect interest in any assets which during the period from incorporation of theCompany to the date of this document, have been acquired, disposed of by or leased to the Companyor are proposed to be acquired, disposed of by or leased to the Company.

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(c) At the date of this document the Directors are aware of the following other shareholders who arebeneficially interested in Ordinary Shares amounting to 3 per. cent or more of the issued share capitalof the Company in addition to those set out in paragraph 4(a) above:

Following PercentagePre Percentage Admission of Ordinary

Admission of Existing Number of SharesNumber of Ordinary Ordinary following

Name Shares Shares Shares AdmissionBayside Development Corporation

Limited 2,069,814 18.0 2,269,814 14.8Artemis Alpha Trust PLC 0 0 800,000 5.2Nicholas Owen 296,354 2.58 623,854 4.1

(d) Save as set out in sub-paragraphs (a) and (c) above, the Directors are not aware of any person who is,or will be, entitled to control the exercise of 3 per cent. or more of the total votes available to be caston all matters at general meetings of the Company.

(e) The shares held by the major shareholders referred to in (a) and (c) above do not have different votingrights from any other shareholders.

(f) The aggregate shareholdings of the Directors and their related interests, as shown in (a) above, willamount to 56.3 per cent. of the Company’s voting rights following Admission. These holdings, togetherwith those of the other major shareholders set out in (c) above amounting to 9.3 per cent. of the votingrights following Admission, amount in aggregate to 65.6 per cent. of the voting rights and could,together, exercise control of the Company. However, no single shareholder, directly or indirectly, ownsor controls a controlling interest in the Company. Accordingly, the Directors do not consider that it isnecessary to put in place measures to ensure that such control is not abused.

(g) There are no arrangements known to the Company the operation of which may at a subsequent dateresult in a change of control of the Company.

(h) The aggregate remuneration and benefits in kind paid or granted to the Directors for the year ended 31May 2005 was £301,659. For the current financial year to 31 May 2006, the estimated aggregate ofsuch payments is £357,503.

(i) No loans are outstanding from the Company to any of the Directors nor has any guarantee beenprovided by the Company for the benefit of the Directors.

(j) Set out below is information relating to each Director in respect of partnerships or directorships (apartfrom the Company and its subsidiaries) which they have held over the previous five years and briefdetails of companies in receivership or liquidation where they were directors at the time or withintwelve months preceding such events. Save as disclosed in this paragraph, no Director has any unspentconvictions nor has any Director been the subject of any public criticisms by statutory or regulatoryauthorities or bankruptcy proceedings or individual voluntary arrangements.

(k) David Mathewson was a director of Martin Currie High Income Trust plc, an investment vehicle thatwent into voluntary liquidation on 24 June 2005.

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Name Current Past

David Mathewson Sportech Plc Major’s Place Industries LimitedEdinburgh UK Tracker Trust PLC Noble Grossart LimitedSt. Leonards Enterprises Limited Isocom Components LimitedSt. Leonards School Poldrait Textiles LimitedGeared Opportunities Income Trust Plc Incamet (Holdings) LimitedGoit Zeros 2008 Plc Rodime Technologies LimitedDalveen Limited Bet 247 LimitedSportech Trustees Limited Lemonthyme LimitedNoble & Company Limited Strategic Investment Management Murray VCT PLC LimitedTalk 107 Edinburgh Limited Corsie Group LimitedNew Park School Limited SI Chalfont Park (LP) Limited

SI Chalfont Park (SPV) LimitedMartin Currie High Income Trust Plc

Larry Woolf Navegante Alberta, LLC.Navegante Gaming, LLC.Navegante Group, Inc.Navegante Corp. of Canada (dormant)Trillum Gaming, Inc.Navegante Group Operations, Inc. (dormant)Navagante Holdings Inc. (dormant)Navegante Retail, Inc.Tolstoys II, LLC.Carson Gaming, LLC.Nav-Reno-GS, LLC.Navegante Services LimitedCyberscan Technology Inc.Amazing LimitedAmazing Taiwan Co. Limited

Ashley Hines Amazing Taiwan Co. Limited Incubatum LimitedAmazing Limited Founder (UK) LimitedAmazing Holdings Plc. Fongkue LimitedWater Separation Membrane Technologies Limited

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Name Current Past

Ian Irvin Amazing Taiwan Co. Limited Incubatum LimitedMaidor Limited Penghu International HospitalityAmazing Limited LimitedWater Separation Membrane Founder (UK) LimitedTechnologies Limited Fongkue LimitedAmazing Holdings Plc CS TVC LimitedNavegante Services LimitedEmbedded Power Solutions Limited2BI LimitedFR2001 Limited

Tim Potter Maidor Limited Incubatum LimitedAmazing Taiwan Co. Limited Penghu International HospitalityAmazing Limited LimitedWater Separation Membrane Fongkue LimitedTechnologies LimitedAmazing Holdings Plc.Navegante Services Limited

David Litton Advisory US Equity Overseas FundLimitedBCM Emerging Opportunities FundLimitedLoomis Sayles ConsumerDiscretionary Hedge Fund LP -Administrative BoardBrook Investment Partners LimitedCapra Global Managed AssetsLimitedCGMA Special Accounts LLCCrescent Fund LimitedIMS Global Investments 723LimitedIMS Global Investments VII LimitedMarsico Aggressive GlobalOpportunities LimitedBayside Development CorporationSTA*R Equities Fund LimitedPenghu International HospitalityAcademy LimitedCrane Dollar Master Fund LimitedDurus Life Sciences Int’l Fund L.LimitedDurus Life Sciences Master FundLimited(formally Highline)Crane Dollar Offshore Fund LimitedCrane Dollar Yen Offshore LimitedACM Global Research FundAeneas Global Fund LimitedBanwell LimitedParkway Enterprises LimitedTGT Capital Fund Limited

Advisory Leveraged US Equity MarketNeutral Fund Inc.Boston Healthcare Opportunities FundLoomis Sayles Consumer DiscretionaryHedge Fund LimitedSpecial K Capital (Euro) LimitedXMARK Fund, LimitedDurrington Holdings LimitedDaikoku LimitedBayside Development CorporationLimitedHealthway Investments LimitedDevonshire Corporate Services LimitedDevonshire Management LimitedIMS Global Investments I LimitedIMS Global Investments II LimitedIMS Global Investments V LimitedIMS Global Investments X LimitedThird Point Offshore Fund LimitedThird Point Ultra LimitedLeawood Nominees LimitedWindwood Nominees LimitedShap LimitedDolebury LimitedOakby LimitedXstrata Services LimitedLydian Overseas Partners LimitedLydian Overseas Partners Master FundLimitedAmazing Limited

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Name Current Past

David Litton (cont) Blue Border Horizon Fund LimitedBlue Border Horizon Master FundLimitedTrilogy Strategic OpportunitiesOffshore Fund, LimitedSocios Master Fund LimitedSocios Offshore Fund LimitedDune European Fund Inc.Dune Partners Cayman LimitedBitstream (Offshore) LimitedBitstream Master Fund LimitedAnkur Services LimitedCapra Global Managed Assets IILimitedLRA Capital Master Fund LimitedOdey Latham GlobalAxiom Fund, LimitedRosetta Japan Fund LimitedRosetta Select Fund LimitedMeyerhoff Absolute Return FundLimitedAilsa US Equity FundIncubatum LimitedOptimum Multi-Strategy FundChicane Limited-DirectorNavigator Compass Fund LimitedNavigator Compass Master FundLimitedWCM European Opportunity FundCGMA Special Accounts II, LLCAIM Offshore Alternative AssetPartners, LimitedMarcstone Overseas Euro MasterFund LimitedMarcstone Overseas Euro, LimitedMarcstone Overseas LimitedMarcstone Overseas Master FundLimitedAdvisory European Equity Fund (1)IncAdvisory Credit Opportunities FundInc.Present Overseas Fund LimitedThreadneedle Jersey Funds LimitedTurnstone Capital Partners OffshoreLimitedParkway Global Inc.Zeus Equity Arbitrage Master FundLimitedZeus Fixed Income ArbitrageLimitedZeus Fixed Income Arbitrage MasterFund Limited

Advisory US Equity Market NeutralOverseas Fund LimitedSteer Trading LimitedThreadneedle Crescendo European FundWitham LimitedDune Short Fund Inc.Manx Healthcare Group LimitedSilver Point Capital Offshore Fund,LimitedIIW Jersey LimitedModulus Europe (Master) LimitedModulus Europe LimitedModulus International LimitedAdvisory European (General Partner)Inc.Advisory European Equity MarketNeutral Fund IncZweig DiMenna International LimitedThreadneedle Investments (ChannelIslands) LimitedSilverback Master LimitedSilverback Offshore LimitedDrawbridge Global Macro Fund LimitedDrawbridge Global Macro Master FundRx Healthcare Overseas FundDrawbridge Special Opportunities FundAdvisory Convertible Arbitrage Fund (1)Inc.Maidor LimitedAkanthos Arbitrage Fund LimitedBoston Equity Fund Inc.Strativarius Global OpportunitiesLimitedSai Asmaan LimitedThreadneedle Crescendo Credit FundLimitedNavigator Compass Fund (Euro) LimitedK Capital Credit Default Swap FundLimitedMeyerhoff Absolute Return OffshoreFund LimitedSilverback III LimitedLydian Global Opportunities FundLimitedLydian Global Opportunities MasterFund LimitedLIB Alternative Investments (CaymanIslands) LimitedLib Global Diversity Fund LimitedSPW Capital II LimitedJNC Fund Limited SPCJNC Master Fund Limited SPCWindow Talk Isle of Man Limited

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Name Current Past

David Litton (cont) The Siebels American Relative ValueFund (Cayman) LimitedThe Siebels American Relative ValueFund LimitedWindow Talk International LimitedFongkue Limited

Advisory Leveraged European EquityMarket Neutral Fund Inc.Seroloock LimitedLoomis Sayles Consumer DiscretionaryHedge Fund I LimitedDurga Enterprises LimitedBoston Research Fund Inc.Ovocet LimitedBoston Technology Opportunity FundInc.Special K Capital US Dollar (BVI)LimitedCrescendo Management InternationalLimited(re American Fund)Advisory Quantative US Equity FundInc.Threadneedle American Crescendo FundLimitedThreadneedle American CrescendoMaster Fund LimitedSilverback Life Sciences III LimitedSilverback Life Sciences Offshore FundSilverback Life Sciences Offshore MasterFund LimitedPearl Direct Lending Limited(Silverback)Icahn Fund LimitedX Fund LimitedCapri LimitedSilverback Directional ConvertibleOffshore Fund LimitedAmazing Holdings Plc.Falco Consultancy LimitedDrawbridge RV Plus Fund LimitedDrawbridge RV Plus Master Fund,LimitedLydian Global Plan Assets Fund LimitedLoomis Sayles Consumer DiscretionaryHedge Fund II LimitedThreadneedle Global Crescendo FundLimitedThreadneedle Global CrescendoManagement LimitedThreadneedle Global Crescendo MasterFund LimitedAmazing Taiwan Company LimitedClough Offshore Fund, LimitedDJ Foundation LimitedDurrington Investments L LimitedFreedom LimitedGants Property Limited

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Name Current Past

David Litton (cont)

6. Directors’ Service Contracts and Emoluments

The following service contracts have been entered into by the Directors and the Company:

(a) On 5 July 2005, Ashley Hines entered into a service agreement with the Company under the terms ofwhich he agreed to act as a director of the Company. The agreement will continue unless terminated bynot less than twelve calendar months prior notice. The director shall be paid a basic salary of £90,000per annum and will in addition be eligible for a discretionary bonus. The director is entitled to 25working days paid holiday and shall be reimbursed all reasonably incurred expenses, the agreementshall automatically terminate on the director’s 75th birthday. The director may be summarily dismissedif he commits an act of gross misconduct.

GLS Offshore Global Opportunities FundLimitedHanishon LimitedHarvest Offshore Investor LimitedK Capital (US Dollar) LimitedLehman Offshore Multi-Strategy Fund IINVNavegante Services LimitedPergament Falcon Partners (Cayman)LimitedRidgecrest Partners LimitedRiver Run Fund LimitedRockline LimitedSpecial K Capital (US Dollar) LimitedThird Point Resources LimitedThreadneedle Crescendo UK FundWater Separation Membrane TechnologyLimitedGreen Cay Emerging Markets FundsLimitedGreen Cay Emerging Markets Funds IncK Capital Credit Opportunities (BVI)LimitedRiver Source Absolute Return Fund IncSK Market Neutral (BVI) LimitedThe Siebels Hard Asset Fund LimitedThe Siebels Hard Asset Fund (Cayman)LimitedYellowtail Investments LimitedM2 Special Opportunities OverseasLimitedTala Partners Offshore LimitedTensor European Situations (Master)Fund LimitedTensor European Situations FundLimitedAnusha Protector LimitedBournemouth Investments LimitedPrimrose Hill Traders LimitedSiebelz American Relative Value Fund

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(b) On 20 July 2005, Ian Irvin entered into a service contract with the Company under the terms of whichhe agreed to act as a director of the Company. The agreement commenced from 5 July 2005 and willcontinue unless terminated by not less than 12 months prior notice. The director shall be paid a basicsalary of £90,000 per annum and will in addition be eligible for a discretionary bonus. The director isentitled to 25 working days paid holiday and shall be reimbursed all reasonably incurred expenses. Theagreement shall automatically terminate on the director reaching his 75th birthday. On 22 April 2005Mr Irvin received an interim bonus of £15,000 as partial consideration for the additional work done byhim.

(c) On 19 July 2005, Timothy Potter entered into a service agreement with the Company under the termsof which he agreed to act as a director of the Company. The agreement commenced on 5 July 2005 andwill continue unless terminated by not less than twelve calendar months prior notice. The director shallbe paid a basic salary of £90,000 per annum and will in addition be eligible for a discretionary bonus.The director is entitled to 25 working days paid holiday and shall be reimbursed all reasonably incurredexpenses, the agreement shall automatically terminate on the director’s 75th Birthday. The director maybe summarily dismissed if he commits an act of gross misconduct. On 22 April, Mr Potter received£15,000 as partial consideration for additional work done by him.

(d) On 19 July 2005, Larry Woolf entered into a service contract with the Company under the terms ofwhich he agreed to act as a director of the Company. The agreement commenced from 5 July 2005 andwill continue unless terminated by not less than 12 months prior notice. The director shall be paid abasic salary of £60,000 per annum and will in addition be eligible for a discretionary bonus. Thedirector is entitled to 25 working days paid holiday and shall be reimbursed all reasonably incurredexpenses. The agreement shall automatically terminate on the director reaching his 75th birthday.

(e) On 7 December 2005, David Mathewson entered into a side letter varying the terms of his serviceagreement entered into on 19 July 2005. Under the terms of the earlier agreement Mr Mathewsonagreed to act as a non-executive director of the Company. The agreement will continue unlessterminated by not less than six calendar months prior notice or by termination for any reason of the nonexecutive directors directorship of the Company or any Associated Company. The director shall bereimbursed all reasonably incurred expenses, the director may be sumarily dismissed if he commits anact of gross misconduct. In accordance with the side letter Mr Mathewson will be paid a revised basicsalary of £30,000 per annum together with a fee of £1,000 per day in respect of additional services upto a maximum of £30,000 in any one financial year.

(f) On 19 July 2005, Devonshire Corporate Services Limited entered into a service contract with theCompany under the terms of which David Litton agreed to act as a director of the Company. Theagreement will continue unless terminated by not less than six months prior notice. The direcor shallbe paid a basic salary of £25,000 per annum. The director shall be reimbursed all reasonably incurredexpenses. The director shall be subject to retirement by rotation in accordance with the Articles of theCompany.

Save as set out above, there are no service or consultancy agreements between any Director and anymember of the Group which do not expire or cannot be determined within 6 months, and no suchcontracts are proposed.

7. Memorandum and Articles of Association

(a) The Memorandum of the Company confirms the name of the Company and that it is a public companywith limited liability. It further confirms the amount of issued share equal of the Company and that allthe requirements of the Companies Acts 1931 to 1993 in respect of matters relating to registration andof matters precedent have been complied with. Isle of Man law does not require the Company to setout objects in the memorandum. Pursuant to Part 1 Companies Act 1986 the Company has all the rights,powers and privileges of an individual.

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(b) The principal provisions of the Articles of Association, as adopted by the Company on 18 July 2005,may be summarised as follows:

(i) Shares

The capital of the Company at the date of adoption of these Articles is the sum of £22,000,000divided into 22,000,000 Ordinary Shares of £1.00 each. (Article 4)

Any of the Company’s shares or debentures may be held in uncertificated form in accordance withthe Regulations. Any shares or debentures of the Company may be transferred by means of arelevant system (as defined in the Regulations). Any provision in the Articles which isinconsistent with the Regulations or the holding of shares or debentures in uncertified form or thetransfer of shares or debentures by means of a relevant system shall not apply in relation to anyshares or debentures which are to be so held or transferred and shall accordingly be construed asif such provision incorporates such amendment as may be necessary to make the same consistentwith the aforesaid legislation. (Article 12.4)

Every Member shall without payment be entitled to receive within two months after the allotmentof shares to him or within 14 days’ lodgement of a transfer of shares to or by him (or within suchother period as the conditions of issue shall provide) one certificate for all the shares of each classregistered or remaining registered in his name Provided that in the case of joint holders theCompany shall not be bound to issue more than one certificate to all the joint holders and deliveryof such certificate to any one of them shall be sufficient delivery to all. Where part of the sharescomprised in a certificate are transferred, the Member transferring shall be entitled withoutpayment to a certificate for the balance thereof. Shares of different classes may not be included inthe same certificate. Unless the Board otherwise determines, no definitive certificate shall beissued in respect of shares held by a nominee of a recognised stock exchange. (Article 12.1)

Subject to the conditions and restrictions contained in these Articles any Member may transfer allor any of his shares by instrument of transfer but not more than one class of shares shall betransferred by one instrument of transfer. (Article 29.1)

As concerns untraced shareholders, the Company shall be entitled to sell at the best reasonablyobtainable the shares of a Member or the shares to which a person is entitled by virtue oftransmission on death or bankruptcy if and provided that:

during the period of 12 years prior to the date of the publication of the advertisementsreferred to below (or, if published on different dates, the earlier thereof) at least threedividends in respect of the shares in question have become payable and all warrants andcheques in respect of the shares in question sent in the manner authorised by these Articleshave been returned undelivered or remained uncashed; and

the Company, on expiry of the said period of 12 years, shall have inserted advertisements ina newspaper published and distributed in the Isle of Man, in a national daily newspaper inthe United Kingdom and in a newspaper circulating in the area of the registered address ofsuch member or other person who may be affected in accordance with these Articles, asappearing in the Register, giving notice of its intention to sell the said shares; and

during the said period of 12 years and the period of three months following the publicationof the said advertisements the Company shall not have received indication, either of thewhereabouts or of the existence of such Member or person; and

(if the ordinary shares of the Company are listed on the London Stock Exchange) noticeshall have been given to the Quotations Department of the London Stock Exchange of itsintention to make such sale. (Article 148)

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(ii) Dividends

Subject to any preferential or other special rights for the time being attached to any special classof shares, the profits of the Company available for dividend in accordance with the Acts which itshall from time to time determine to distribute by way of dividend shall be applied in payment ofdividends upon the shares of the Company to the Members at the date of record in accordancewith their respective rights and priorities. (Article 128)

The Company in General Meeting may from time to time declare dividends but no such dividendsshall (except as by the Acts expressly authorised) be payable otherwise than out of the profits ofthe Company available for the purpose in accordance with the Acts. No higher dividend shall bepaid than is recommended by the Board and the declaration of the Board as to the amount of theprofits at any time available for dividend shall be conclusive.

Subject to the provisions of the Acts, the Board may if it thinks fit from time to time pay to themembers such interim dividends as appear to the Board to be justified by the profits of theCompany and in particular (but without prejudice to the generality of the foregoing) if at any timethe share capital of the Company is divided into different classes, the Board may pay such interimdividends in respect of those shares in the capital of the Company which confer on the holdersthereof deferred or non-preferred rights as well as in respect of those shares which confer on theholders thereof preferential rights with regard to dividend and the Board may also pay half-yearlyor at other suitable intervals to be settled by it any dividend which may be payable at a fixed rateif it is of the opinion that the profits justify the payment, but no interim dividend shall be paid onshares carrying deferred or non-preferred rights if, at the time of payment, any preferentialdividend is in arrears. Provided the Directors act bona fide they shall not incur any responsibilityto the holders of shares conferring a preference for any damage that they may suffer by reason ofthe payment of an interim dividend on any shares having deferred or non-preferred rights. (Article130)

Subject to Articles 39 and 40, the Board may, in its absolute discretion, withhold the payments ofany dividend to a Member in respect of any share held by him in relation to which he or any otherperson has been duly served with a notice under any provision of these Articles for the time beingin force enabling the Company by notice in Writing to require any person to give any informationregarding that share. (Article 136)

All unclaimed dividends may be invested or otherwise made use of by the Board for the benefitof the Company until claimed and the payment of any such dividend into a separate account orthe investment of such dividend shall not constitute the Company a trustee in respect thereof. Nounclaimed dividend shall bear interest as against the Company. Any dividend which has remainedunclaimed for a period of 12 years from the date of declaration thereof shall at the expiration ofthat period be forfeited and cease to remain owing by the Company and shall thenceforth belongto the Company absolutely. (Article 135)

(iii) General Meetings

An Annual General Meeting of the Company shall be held in each year (in addition to any otherMeetings which may be held in that year) and such Meeting shall be specified as the AnnualGeneral Meeting in the notices calling it. Not more than 15 months shall elapse between the dateof one Annual General Meeting and the date of the next. Subject as aforesaid and to the provisionsof the Acts, the Annual General Meeting shall be held at such time and place as the Board shallappoint. (Article 51)

All General Meetings other than Annual General Meeting shall be called Extraordinary GeneralMeetings. (Article 52)

The Board may call an Extraordinary General Meeting whenever it thinks fit. ExtraordinaryGeneral Meetings shall also be convened on such requisition, or in default may be convened bysuch requisitionists as provided by the Acts. If at any time there are not sufficient Directors

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capable of acting to form a quorum of the Board any Director or any two Members may convenean Extraordinary General Meeting in the same manner as nearly as possible as that in whichMeetings may be convened by the Board. (Article 53)

In the case of an Extraordinary General Meeting called in pursuance of a requisition, unless suchMeeting shall have been called by the Board, no business other than that stated in the requisitionas the objects of the Meeting shall be transacted. (Article 54)

(iv) Voting

Subject to any special terms as to voting upon which any share may be issued, or may for the timebeing be held, (subject to the provisions of Articles 38, 39 and 40), upon a show of hands everyMember who (being an individual) is present in person or (being a corporation) is present by aduly authorised representative and in each case is entitled to vote shall have one vote and upon apoll every Member present in person or by proxy and entitled to vote shall have one vote for everyshare of which he is the registered holder. (Article 69)

(v) Restrictions on Voting.

No Member shall be entitled to be present or to be counted in the quorum at any General Meetingunless he shall be the holder of one or more shares giving the right to attend thereat upon whichall calls or other moneys due and payable in respect of the same shall have been paid and noMember shall be entitled to vote at any General Meeting or upon a poll either personally or byproxy in respect of any share upon which any call or other moneys due and payable have not beenpaid. (Article 72)

(vi) Alteration of Capital and Pre Emption Rights

The Company may, from time to time, by ordinary resolution, whether all the shares for the timebeing authorised shall have been issued or all the shares for the time being issued shall have beenfully Paid up or not, increase its share capital by the creation of new shares, such new capital tobe of such amount and to be divided into shares of such respective amounts as the resolutiondirects. (Article 41)

Except as otherwise provided by or pursuant to these Articles or by the conditions of issue, anynew share capital shall be considered as part of the existing share capital and shall be subject tothe same provisions with reference to the payment of calls, transfer, transmission, forfeiture, lienand otherwise as the existing share capital. (Article 45)

Subject to the provisions of the Acts, the Company may:

issue shares which are to be redeemed or are liable to be redeemed at the option of theCompany or of the shareholder; and

with the authority of such ordinary or special resolution as may be required by the Acts,purchase its own shares (including any redeemable shares) or enter into such agreement(contingent or otherwise) in relation to the purchase of its own shares on such terms and insuch manner as may be approved by such resolution and permitted by the Acts Provided thatno purchase by the Company of its own shares will take place unless it has been sanctionedby the holders of any class of shares in the capital of the Company in accordance withArticle 50 and Provided further where the Company has issued any convertible securitiesconvertible into or carrying a right to subscribe for shares of the class proposed to bepurchased, no purchase by the Company of its own shares will take place unless it has beensanctioned by an extraordinary resolution passed at a separate class meeting of the holdersof each class of convertible securities and Provided also that if the ordinary shares in thecapital of the Company are listed on the London Stock Exchange plc (including, for theavoidance of doubt, AIM), any purchase by the Company of its own shares (a) shall belimited to a maximum price not exceeding 5 per cent. above the average of the middle

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market quotations for the 10 business days before the purchase is made and (b) if made bytender, the tender shall be made available to all Members on the same terms. (Article 11)

Subject to the provisions of the Act, the Articles and any resolution of the Company, the Directorsmay offer, allot (with or without conferring a right of renunciation), grant options over orotherwise deal with or dispose of any unissued shares (whether forming part of the original or anyincreased capital) to such persons, at such times and generally on such terms as the Directors maydecide but no share may be issued at a discount.

Subject to the provisions of the Act and the terms of any ordinary resolution, all unissued sharesshall be under the control of the Directors who may allot, grant options over or otherwise dealwith or dispose of them as they think fit.

Unless otherwise approved by ordinary resolution the Company shall not allot equity securitieson any terms unless:

the Directors have made an offer to each person who holds equity securities of the same classto allot to him on the same or more favourable terms such proportion of those equitysecurities that is as nearly as practicable (fractions being disregarded) equal to the proportionthat the relevant person’s existing holding of equity securities of the same class bears to allthe issued shares of that class;

the period, which shall not be less than 21 clear days, during which any offer may beaccepted has expired or the Company has received notice of the acceptance or refusal ofevery offer made.

These pre-emption rights do not apply:

to a particular allotment of equity securities if these are, or are to be, wholly or partly paidup otherwise than in cash;

to the allotment of equity securities which would, apart from a renunciation or assignmentof the right to their allotment, be held under an employees’ share scheme;

to the first allotments of equity securities after the date of adoption of these Articles (otherthan under Articles 7.4.1 and 7.4.2) of up to £100,000 nominal value;

to an allotment of equity securities which would have a nominal value of no more than 20per cent. (twenty percent) of the nominal value of the issued equity securities of the sameclass immediately before the particular allotment. (Article 7)

(vii) Disclosure of interests in shares

The Company may, as required under the Register of Substantial Interests Regulations, by noticein writing require a person whom the Company knows or has reasonable cause to believe to beinterested in shares comprised in the Company’s share capital:

(a) to confirm that fact or (as the case may be) to indicate whether or not it is the case; and

(b) where he holds an interest in shares so comprised, to give the following further informationas may be required:

(i) particulars of his own past or present interest in shares comprised in the share capitalof the Company held by him;

(ii) where the interest is a present interest and any other interest in the shares subsists, togive (so far as lies within his knowledge) such particulars with respect to that otherinterest as may be required by the notice; and

(iii) particulars of any increase or reduction in his interest in shares comprised in the sharecapital of the Company.

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The particulars referred to in sub-paragraphs (b)(i) and (ii) above include particulars of theidentity of persons interested in the shares in question and of whether persons interested in suchshares are or were parties to any agreement of the kind referred to in Article 39.4(c).

A notice under Article 39.1 shall require any information given in response to such notice to begiven in writing within such time as may be specified in the notice.

If a notice is given under Article 39.1 to a person appearing to be interested in any shares a copyshall at the same time be given to the holder of those shares but the accidental omission to do soor the non-receipt by the member shall not prejudice the operation of the provisions of this Article39. The provisions of this Article 39 shall be without prejudice to any other remedies available tothe Company.

For the purposes of Article 39, a person is taken to be interested in shares if:

(a) he has an interest under a trust whereof the property comprises shares in the Company (otherthan a discretionary interest);

(b) a body corporate is interested in such shares and

(i) that body corporate or its directors are accustomed to act in accordance with hisdirections or instructions; or

(ii) he is entitled to exercise or control the exercise of one third or more of the voting powerat any general meeting of that body corporate;

(c) he enters into a contract for the purchase of shares in the Company by him;

(d) he has a right, otherwise than by virtue of having an interest under a trust, to call for deliveryof shares in the Company to himself or to his older (whether the right is exercisable presentlyor in the future);

(e) not being a registered holder thereof, he is entitled (otherwise than by virtue of his havingbeen appointed a proxy to vote at a specified meeting of the Company, or of any class of itsmembers, and at any adjournment of that meeting, or of his having been appointed by acorporation to act as its representative at any meeting of the Company or of any class of itsmembers) to exercise any right conferred by the holding of share in the Company or isentitled to control the exercise of any right so conferred;

(f) he is jointly interested in shares in the Company in which case all persons having a jointinterest are taken each of them to have that interest.

For the purposes of Article 39:

(a) It is immaterial that shares in the Company in which a person has an interest areunidentifiable.

(b) So long as a person is entitled to receive, during the lifetime of himself or another, incomefrom trust property comprising shares, an interest in the shares in the Company in reversionor remainder shall be disregarded.

(c) A person shall be treated as uninterested in shares in the Company if, and so long as, heholds them as a bare trustee or as a custodian trustee.

(d) There shall be disregarded:

(i) an interest of a person subsisting by virtue of a unit trust scheme within the meaningof the Prevention of Fraud (Investments) Act 1968 of the Isle of Man;

(ii) an interest, for the life of himself or another, of a person under a settlement in the caseof which the property comprised therein consists of, or includes, shares in the

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Company, being a settlement with respect to which the following conditions aresatisfied, namely that the settlement is irrevocable, and that the settlor has no interestin any income arising under, or property comprised in, the settlement;

(iii) an interest as holder of shares in the Company of a person whose ordinary businessincludes the lending of money and who holds them by way of security only for thepurposes of a transaction entered into in the ordinary course of that business; and

(iv) an interest of the Clerk of the Rolls in shares held by him.

(e) Delivery to a person’s order of shares or debentures in the Company in fulfilment of acontract for the purchase thereof by him or in satisfaction of a right of his to call for deliverythereof, or failure to deliver such shares or debentures in accordance with the terms of sucha contract or on which such a right falls to be satisfied, shall be deemed to constitute an eventin consequence of the occurrence of which he ceases to be interested in them, and so shallthe lapse of a person’s right to call for delivery of such shares or debentures.

“Disclosure Notice” means a notice issued by the Company requiring the disclosure of interestsin shares;

“Operator” means an operator of an authorised unit trust scheme, a recognised scheme or anyother type of collective investment scheme;

“Restrictions” means one or more of the restrictions referred to in Article 40.3 (as determined bythe Directors);

“Specified Shares” means the shares specified in a Disclosure Notice; and

a person shall be treated as appearing to be interested in shares if:

(i) the person has been named in a Disclosure Notice as being interested;

(ii) in response to a Disclosure Notice, the Member holding the Specified Shares oranother person appearing to be interested in them has failed to establish the identitiesof those who are interested and (taking into account the response and other relevantinformation) the Company has reasonable cause to believe that the person in questionis or may be interested in such shares; or

(iii) the Member holding the Specified Shares is an Operator and the person in question hasnotified the Operator that he is so interested.

Despite anything in these Articles to the contrary, if:

a Disclosure Notice has been served on a Member or a person appearing to be interested inSpecified Shares; and

the Company has not received the information required in respect of the Specified Shareswithin a period of 14 days (subject as provided in Articles 40.7 and 40.9) after the serviceof the Disclosure Notice;

then the Directors may determine that the Member holding or who is interested in SpecifiedShares is subject to the Restrictions in respect of such shares. The Company shall, as soonas practicable after the determination, give notice to the relevant Member stating that (untilsuch time as the Directors determine otherwise under Article 40.4) the Specified Shares shallbe subject to the Restrictions stated in the notice.

Subject to Articles 40.4, 40.7 and 40.9, the Restrictions which the Directors determine applicableto Specified Shares shall be one or more (as determined by the Directors) of the following:

the Member holding the Specified Shares shall not be entitled, in respect of the SpecifiedShares, to be present or to vote (either personally, or by proxy or otherwise) at a General

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Meeting or at a separate class meeting of the holders of a class of shares, or on a poll or toexercise any other right in relation to a General Meeting or a separate class meeting;

no transfer of the Specified Shares shall be effective or shall be recognised by the Company;

no dividend or other sums which would otherwise be payable on or in respect of theSpecified Shares shall be paid to the Member holding the Specified Shares and, incircumstances where an offer of the right to elect to receive shares instead of cash in respectof a dividend is or has been made, an election made in respect of the Specified Shares shallnot be effective.

The Directors may determine that one or more Restrictions imposed on Specified Shares shallcease to apply at any time. If the Company receives the information required in the relevantDisclosure Notice, the Directors shall, within 7 days of receipt, determine that all Restrictionsimposed on the Specified Shares shall cease to apply. In addition, the Directors shall determinethat all Restrictions imposed on the Specified Shares shall cease to apply if the Company receivesan executed and if necessary duly stamped instrument of transfer in respect of the SpecifiedShares, which would otherwise be given effect to, by:

a sale of the Specified Shares on a recognised stock exchange;

acceptance of an offer to acquire all the shares or all the shares of any class or classes in theCompany, (other than shares which at the date of the offer are already held by the offeror),being an offer on terms which are the same in relation to all the shares to which the offerrelates or, where those shares include shares of different classes, in relation to all the sharesof each class; or

a sale which is shown to the satisfaction of the Directors to be a bona fide sale of the wholeof the beneficial interest in the Specified Shares to a person who is unconnected with theMember or with another person appearing to be interested in the shares.

Where dividends or other sums payable on Specified Shares are not paid as a result of Restrictionshaving been imposed, the dividends or other sums shall accrue and be payable (without interest)on the relevant Restrictions ceasing to apply.

If the Directors make a determination under Article 40.4 they shall notify the purported transfereeas soon as practicable and any person may make representations in writing to the Directorsconcerning the determination. Neither the Company nor the Directors shall in any event be liableto any person as a result of the Directors having imposed Restrictions, or failed to determine thatRestrictions shall cease to apply, if the Directors have acted in good faith.

Where the Specified Shares represent less than 0.25 per cent., (in nominal value) of the shares ofthe same class as the Specified Shares in issue at the date of issue of the relevant DisclosureNotice then:

the period of 14 days referred to in Article 40.2.2 is to be treated as a reference to a periodof 28 days; and

any determination made by the Directors under Article 40.4 may only impose theRestrictions referred to in Article 40.3.1.

Shares issued in right of Specified Shares which are for the time being subject to particularRestrictions shall, on issue, become subject to the same Restrictions as the relevant SpecifiedShares. For this purpose, shares which the Company procures to be offered to Members pro rata(or pro rata ignoring fractional entitlements and shares not offered to certain Members by reasonof legal or practical problems associated with offering shares outside the British Islands) shall betreated as shares issued in right of Specified Shares.

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The Directors may, at their discretion, suspend, in whole or in part, the imposition of a Restriction,either permanently or for a given period, and may pay a dividend or other sums payable in respectof the Specified Shares to a trustee (subject to the Restriction referred to in Article 40.3.3). Noticeof suspension, specifying the Restrictions suspended and the period of suspension, shall be givenby the Company to the relevant holder as soon as practicable.

If a person appearing to be interested in shares has been served with a Disclosure Notice and thoseshares are held in a relevant system, the provisions of this Article shall be treated as applying onlyto those shares held in such system in which such person appears to be interested and not (byvirtue of that person’s apparent interest) to other shares held by the Operator of such system.

If the Member on which a Disclosure Notice is serviced is the Operator of a system acting in itscapacity as such, the obligations of the system-Member shall be limited to disclosing informationrecorded by it relating to a person appearing to be interested in the shares held by it.

(Articles 39 and 40)

(x) Directors

Until otherwise determined by a General Meeting the number of Directors shall not be less thantwo and shall be subject to no maximum unless the Company by ordinary resolution determinesotherwise. The Company may be ordinary resolution from time to time vary the minimum andmaximum number of Directors. (Article 82)

The Board may, from time to time and at any time, appoint any other person to be a Director eitherto fill a casual vacancy or by way of addition to the board. A Director so appointed shall holdoffice only until the Annual General Meeting following next after his appointment, when he shallretire, but shall then be eligible for re-election. A Director so retiring shall not be taken intoaccount in determining the number of Directors to retire by rotation at such Meeting inaccordance with Article 105. (Article 83)

A Director shall not require a share qualification, but shall nevertheless be entitled to attend andspeak at any General Meeting of, or at any separate Meeting of the holders of any class of sharesin, the Company. (Article 84)

There shall be available to be paid out of the funds of the Company to the Directors as fees in eachyear an aggregate sum, which shall not exceed £480,000.00 or such other sum as may bedetermined from time to time by the Company by an ordinary resolution, such sum to be dividedamong such Directors in such proportion and manner as they may agree or, in default ofagreement, equally Provided that any such Director holding the office of Director for part of ayear shall, unless otherwise agreed, be entitled only to a proportionate part of such fee. Theprovisions of this Article shall not apply to the remuneration of any managing Director or Directorholding executive office whose remuneration shall be determined in accordance with theprovisions of Articles 94.1 and 94.4. (Article 85)

The Directors shall also be entitled to be repaid all travelling, hotel and other expenses properlyincurred by them respectively in and about the performance of their duties as Directors, includingtheir expenses of travelling to and from Board or committee or General Meetings. (Article 86)

The Board (or for the avoidance of doubt a committee of the Board if so authorised) may grantspecial remuneration to any member thereof who, being called upon, shall render any special orextra services to the Company. Such special remuneration may be made payable to such Directorin addition to or in substitution for his ordinary remuneration (if any) as a Director, and may bepayable by way of a lump sum participation in profits or otherwise as the Board (or any suchcommittee) shall determine. (Article 87)

The Board may, from time to time, appoint one or more of its body to be the holder of anyexecutive office, including the office of managing or joint or assistant managing Director. Anysuch appointments shall be on such terms (including remuneration) and for such period as the

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Board (or for the avoidance of doubt a committee of the board if so authorised) may determine.(Article 94.1)

A Director so appointed to any executive office shall not be subject to retirement by rotation andshall not be taken into account in determining the number of the Directors to retire by rotation.(Article 94.2)

The appointment of any Director to any executive office shall be capable of being terminated bythe Board if he ceases from any cause to be a Director, unless the contract or resolution underwhich he holds office shall expressly state otherwise; but without prejudice to any claim he mayhave for damages for breach of any contract service between him and the Company. (Article 94.3)

A Director holding any executive office shall receive such remuneration, whether in addition toor in substitution for his commission, participating in profits or otherwise, as the Board (or for theavoidance of doubt a committee of the Board if so authorised) may determine. (Article 94.4)

The Board may entrust to and confer upon a Director holding any executive office any of thepowers exercisable by the Board upon such terms and conditions and with such restrictions as itthinks fit and either collaterally with or to the exclusion of its own powers and may from time totime revoke, withdraw, alter or vary all or any of such powers. (Article 94.5)

The Company shall not (and the Board shall exercise all voting and other rights and power ofcontrol exercisable by the Company in respect of its subsidiary companies so as to secure thatnone of its subsidiary companies shall) grant any contract of service to any such managingDirector or such other officer as is referred to in paragraph 94.1 of this Article or any proposedmanaging Director or such other officer as aforesaid which does not expire or is not determinablewithin five years of the date of grant thereof without payment of compensation (other thanstatutory compensation) except with the previous sanction of the Company in General Meeting.(Article 94.6)

The office of a Director shall be vacated if:

he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibitedby law from being a Director; or

he becomes bankrupt or makes any arrangement or composition with his creditors generally;or

he is, or may be, suffering from mental disorder and either:

he is admitted to hospital in pursuance of an application for admission for treatment in theIsle of Man under the Mental Health Act 1998, in England and Wales under the MentalHealth Act 1983 (Act of Parliament) or, in Scotland, an application for admission under theMental Health (Scotland) Act 1960; or

an order is made by a court having jurisdiction (whether in the British Islands or elsewhere)in matters concerning mental disorder for his detention or for the appointment of a receiver,curator bonis or other person to exercise powers with respect to his property or affairs; or

he becomes physically or mentally incapable of performing the functions of a Director andthe Board shall resolve that he be disqualified; or

in the case of a Director holding executive office subject to the terms of any contract betweenhim and the Company he resigns his office by notice in Writing to the Company; or

he shall for more than six consecutive months have been absent without permission of theBoard from meetings of the Board held during that period and the Board shall resolve thathis office be vacated; or

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he shall be removed from office by notice in Writing served on him signed by all his co-Directors but so that if he holds an appointment to an executive office which therebyautomatically determines such removal shall be deemed an act of the Company and shallhave effect without prejudice to any claim for damages for breach of any contract of servicebetween him and the Company. (Article 103)

Every Director shall retire at the first Annual General Meeting after the date of his seventiethbirthday; but shall then be eligible for re-election for the period from that Annual General Meetinguntil the end of the next following Annual General Meeting when again he shall retire. Any suchDirector shall be eligible for re-election for a subsequent term or terms, but on each occasion onlyuntil the end of the next following Annual General Meeting after the date of his re-election.(Article 104)

Subject as provided in Article 94.2, at the Annual General Meeting in every year one-third of theDirectors for the time being (other than those retiring in accordance with Articles 83 and 104) orif their number is not a multiple of three then the number nearest to but not exceeding one thirdshall retire from office Provided always that if in any year the number of Directors (other thanthose retiring as aforesaid) subject to retirement by rotation is two, one of such Directors shallretire and if in any year there is only one Director subject to retirement by rotation (other thanthose retiring aforesaid) that Director shall retire. (Article 105)

Subject to the provisions of the Articles, the Company may from time to time in General Meetingappoint new Directors and increase or reduce the number of Directors and may also determine inwhat rotation the increased or reduced number is to go out of office. (Article 109)

Without prejudice to the power of the Company under Section 141A of the Companies Act 1931to remove a Director before the expiration of his period of office by special resolution, theCompany may by extraordinary resolution remove any Director before the expiration of his periodof office, and may by ordinary resolution appoint another Director in his place. A personappointed in place of a Director so removed shall be subject to retirement at the same time as ifhe had become a Director on the day on which the Director in whose place he is appointed waslast elected as a Director. (Article 110)

(xi) Directors’ interests

A Director may hold any other office or place of profit under the Company except that of auditor)in conjunction with his office of Director and, subject to the Acts, on such terms as toremuneration and otherwise as the Board shall arrange. Any Director may act by himself or hisfirm in a professional capacity for the Company and he or his firm shall be entitled toremuneration for professional services as if he were not a Director Provided that nothing hereincontained shall authorise a Director or his firm to act as Auditor or Auditors of the Company.(Article 89)

Subject to the provisions of the Act, no Director or intending Director shall be disqualified by hisoffice from contracting with the Company either with regard to his tenure of any other office orplace of profit, or as vendor, purchaser or otherwise nor, subject to the interest of the Directorconcerned being duly declared as required by Article 92, shall any such contract or any contractor arrangement entered into by or on behalf of the Company in which any Director shall be in anyway interested be liable to be avoided nor shall any Director so contracting or being so interestedbe liable to account to the Company for any profit realised by any such contract or arrangementby reason of such Director holding that office or of the fiduciary relationship thereby established.(Article 90)

Without prejudice to the requirements of the Act, a Director including an alternate Director, whois in any way, whether directly or indirectly, interested in a contract or proposed contract with theCompany shall declare the nature of his interest at a meeting of the Board. In the case of aproposed contract the declaration shall be made at the meeting of the board at which the question

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of entering into the contract is first taken into consideration or, if the Director was not at the dateof that meeting interested in the proposed contract, at the next meeting of the Board held after hebecame so interested. In a case where the Director becomes interested in a contract after it is madethe declaration shall be made at the first meeting of the Board held after the Director became sointerested. In a case where the Director is interested in a contract which has been made before hewas appointed a Director the declaration shall be made at the first meeting of the Board held afterhe is so appointed. For the purposes of this Article a general notice given to the Board by aDirector to the effect that he is a member of any specified company or firm and is to be regardedas interested in any contract which may after the date of the notice be made with a specifiedperson who is connected with him shall (if such Director shall give the same at a meeting of theBoard or shall take reasonable steps to secure that it is brought up and read at the next meeting ofthe Board after it is given) be deemed a sufficient declaration of interest in relation to any contractso made. In this Article the expression “contract” shall be construed as including any transactionor arrangement, whether or not constituting a contract. (Article 92)

(xii) Borrowing Powers

Subject as hereinafter provided and to the provisions of the Act, the Directors may exercise all thepowers of the Company to borrow money and to mortgage or charge its undertaking, property,assets and uncalled capital, and to issue debentures and other securities, whether outright or ascollateral security for any debt, liability or obligation of the Company or of any third party.(Article 101)

The Board may mortgage or charge all or any part of the Company’s undertaking, property anduncalled capital and, subject to the Acts, may issue or sell any bonds, loan notes, debentures orother securities whatsoever for such purposes and upon such terms as to time of repayment, rateof interest, price of issue or sale, payment of premium or bonus upon redemption or repayment orotherwise as it may think proper including a right for the holders of bonds, loan notes, debenturesor other securities to exchange the same for shares in the Company of any class authorised to beissued. (Article 102)

(xiii) Officers’ indemnification

Subject to the provisions of, and so far as may be permitted by the Act, every Director, Auditor,Secretary or other officer of the Company shall be entitled to be indemnified by the Companyagainst all costs, charges, losses, expenses and liabilities incurred by him in the execution anddischarge of his duties or in relation thereto including any liability incurred by him in theexecution and discharge of his duties or in relation thereto including any liability incurred by himin defending any proceedings, civil or criminal, which relate to anything done or omitted oralleged to have been done or omitted by him as an officer or employee of the Company and inwhich judgment is given in his favour, or the proceedings otherwise disposed of without anyfinding or admission of any material breach of duty on his part, or in which he is acquitted or inconnection with any application under any statute for relief from liability in respect of any suchact or omission in which relief is granted by the court. Subject to the provisions of and so far asmay be permitted by the Act, the Company shall be entitled to purchase and maintain for any suchDirector, Auditor, Secretary or other officer, insurance against any liability which by virtue of anyrule of law would otherwise attach to him in respect of any negligence, default, breach of duty orbreach of trust in relation to the Company. (Article 159)

9. Financial Information

The financial information contained in this document with regard to the Company does not constitute fullaccounts within the meaning of Section 240 of the Act. Audited accounts of the Company for the three yearsended 31 May 2005 have been delivered to Companies Registry in the Isle of Man. In each case the auditorshave made reports under Section 235 of the Act in respect of each set of accounts. In each case the auditreport was unqualified and did not include any comment under Section 237(2) of the Act.

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10. Working Capital

The Directors are of the opinion, having made due and careful enquiry that the working capital available tothe Company and its subsidiaries is sufficient for its present requirements, that is for at least eighteen monthsfrom the date of Admission.

11. Material Contracts

During the course of the last two years the following contracts have been entered into which are or may bematerial and which are outside the ordinary course of business of the Company:

(a) Placing Agreement

Pursuant to an agreement dated 7 December between the Company (1), Directors (2), JM Finn (3) andDaniel Stewart (4) (“the Placing Agreement”) the Company is to pay to JM Finn a commission of 5 percent. of the sum equal to the aggregate number of Placing Shares and Pre-Placing Shares that JM Finnsourced together with a corporate finance fee of £35,000 plus value added tax. It also provides for theCompany to pay to Daniel Stewart a corporate finance fee in respect of Admission and an additionalannual retainer fee. The Placing Agreement is conditional upon, inter alia, Admission taking place onor before 31 December 2005.

The Placing Agreement also contains certain warranties and indemnities given by the Company and theDirectors in favour of J M Finn and Daniel Stewart as to the accuracy of the information contained inthis document and other matters relating to the Company and its business under which the liability ofthe Company is unrestricted but the liability of the Directors is restricted to an aggregate of £1,100,000.

The obligations of JM Finn and Daniel Stewart under the Placing Agreement may be terminated incertain circumstances if there occurs either a material breach of any of the warranties or a change in thenational or international, financial, economic, market or political conditions and/or any financialposition or prospects of the Company. Such rights exist in the event that such circumstances arise priorto Admission.

The Company has agreed to pay all properly incurred costs, charges and expenses payable inconnection with Admission, together with the reasonable expenses of the Registrar, printing andadvertising expenses, postage and all reasonable legal, accounting and other professional fees andexpenses.

(b) Nominated Adviser Agreement dated 30 November 2005 between the Company and Daniel Stewartpursuant to which the Company has appointed Daniel Stewart to act as Nominated Adviser to theCompany for the purposes of AIM. The Company has agreed to pay Daniel Stewart conditionally onadmission, a corporate finance fee in respect of advising the Company on its admission to AIM and afurther fee per annum for retaining its services. The agreement contains certain undertakings andindemnities given by the Company in respect of, inter alia, compliance with all applicable laws andregulations. The agreement is subject to termination on the giving of 3 months prior notice and not lessthan 12 months from Admission. Daniel Stewart has in addition been granted an option to subscribe for100,000 Ordinary Shares for a period expiring 3 years from issue.

(c) Lock in Agreements dated 7 December 2005 between the Company (1) Daniel Stewart (2) each of theLock In Parties for itself, under the terms of which each of the Lock In Parties has undertaken not todispose of any Ordinary Shares or rights over Ordinary Shares for a period of 12 months from the dateof Admission, save in the event of an offer for the Company or other limited circumstances.

(d) Engagement Letter dated 26 August 2004 between the Company and JM Finn whereby JM Finn hasagreed to act as broker to the Company on and following Admission.

(e) Option Agreements as summarised at Part IV paragraph 4 of this Document.

(f) The Company entered into a consultancy agreement with Nicholas Owen commencing from 1 July2004 under the terms of which Nicholas Owen is to receive a fee of £20,000 per annum payable

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quarterly in arrears and will in addition on completion of the land acquisition issue an invoice for£187,500 to be discharged through the issue of 150,000 Ordinary Shares in the Company. A further oneoff payment of £7,500 was made to Nicholas Owen in respect of expenses incurred.

(g) The Company entered into an agreement with the Friedmutter Group in respect of its services asexecutive architect for the casino resort project. The Friedmutter Group will provide around US$20million of services comprising design and implementation planning and has agreed that it shall receive5 per cent. of the project earnings before interest, taxation, depreciation, amortisation and rentals“EBITDAR” until such time that it is paid US$20 million as its base fee. Thereafter the Company shallpay Friedmutter Group 4 per cent. of the EBITDAR until such time as an additional US$30 million hasbeen paid as an incentive fee. After such time that Friedmutter Group is paid a base fee and incentivefee totalling US$50 million it shall receive 1 per cent. of the project EBITDAR as a fee for 5 yearsfollowed by a further 0.5 per cent. of the project EBITDAR for a further 5 years. In the event that theCompany is sold to a third party then Friedmutter Group will be entitled to a lump sum.

(h) Management services for the operation of the casino will be provided by the Navegante Group Inc“Navegante”. Terms have been agreed between Navegante and the Company and once fully operationalthe Company will pay a fee to Navegante of US$500,000 per month and in addition 2.5 per cent. grossrevenue and 5 per cent. of EBITDAR.

(i) The Company entered into an agreement with The Parmir Law Group in April 2005. Under the termsof an oral agreement the Company would pay the Parmir Law Group US$25,000 for months April andMay 2005, US$50,000 for June 2005 and then a monthly rate of US$100,000 for a period of 24 monthsconditional on an AIM listing. In addition, through their offshore holding vehicle Parmir HoldingInternational Company Limited, Parmir has been granted an option over 500,000 Ordinary Shares inthe Company comprising 125,000 Ordinary Shares at an exercise price of £2.00 conditional upongaming being enabled and 375,000 Ordinary Shares at an exercise price of £2.00 conditional upon agaming licence being secured.

(j) The Company entered into a company administrative agreement with Devonshire Corporate ServicesLimited (“Devonshire”) dated 24 June 2005. Under the terms of this agreement Devonshire is toprovide certain director, secretarial, administrative services and facilities. The Company is to pay anannual administration fee of £5,000 and an annual directors fee (for David Litton’s services) of £25,000and an annual company secretary fee of £25,000 (such fees to be paid yearly in advance). Theadministration agreement is subject to 6 months written notice to terminate.

(k) The Company has engaged the services of Ove Arup & Partners California Ltd. who are based inScotland and San Francisco. Ove Arup & Partners California Ltd. have been appointed to support thework of the Friedmutter Group. Although no formal contract exists between the Company and OveArup & Partners California Ltd., the Company has paid them approximately US$18,000 since June2004 on the basis of invoices received.

12. United Kingdom Taxation

The statements set out below are intended only as a general guide to certain aspects of current UK tax lawand Inland Revenue practice as at the date of this document and apply only to certain shareholders residentor ordinarily resident for tax purposes in the UK (save where express reference is made to persons residentoutside the UK). The summary does not purport to be a complete analysis or listing of all the potential taxconsequences of holdings Ordinary Shares. Prospective purchasers of ordinary Shares are advised to consulttheir own independent tax advisers concerning the consequences under UK tax law of the acquisition,ownership and disposition of Ordinary Shares.

The statements are not applicable to all categories of shareholders, and in particular are not addressed to (i)shareholders who do not hold their Ordinary Shares as capital assets, (ii) shareholders who own (or aredeemed to own) ten per cent. or more of the voting power of the Company, (iii) special classes ofshareholders such as dealers in securities, broker-dealers, insurance companies, trustees of certain trusts andinvestment companies, (iv) shareholders who hold Ordinary Shares as part of hedging or commercial

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transactions, (v) shareholders who hold Ordinary Shares in connection with a trade, profession or vocationcarried on in the UK (whether through a branch or agency or otherwise), (vi) shareholders who holdOrdinary Shares in a personal equity plan or an individual savings account or (vii) shareholders who are notresident or ordinarily resident in the UK for tax purposes (unless express reference is made to non-UKresident shareholders).

(a) Tax residence and UK taxation status of the Company

The Company is registered in the Isle of Man and it is intended that central management and controlwill be exercised in the Isle of Man. Consequently, it is intended that the Company will be resident inthe Isle of Man for tax purposes. As a tax-exempt company, the Company will not be subject to Isle ofMan income tax (as detailed in paragraph 8 below).

(b) Dividends - UK resident shareholders

A UK resident individual shareholder who receives a dividend from the Company and who is liable toincome tax at the starting or basic rate will be subject to tax on the dividend at the rate of ten per cent,of the gross dividend. A UK resident individual shareholder who is liable to income tax at the higherrate will be liable to tax on the dividend at the rate of 32.5 per cent.

A shareholder which is a company resident for tax purposes in the UK and which receives a dividendfrom the company will be subject to corporation tax on the dividend at the appropriate rate, currentlyup to 30 per cent.

Double taxation relief should be available for foreign withholding tax deducted from dividends paid toUK resident shareholders.

(c) Dividends - non UK resident shareholders

A Shareholder resident outside the UK may be subject to foreign taxation on dividend income underlocal law. A shareholder who is not resident in the UK (for tax purposes) should consult his own taxadviser concerning his tax liabilities on dividends received from the Company.

(d) Taxation of capital gains

A disposal of Ordinary Shares by a shareholder who is either resident or, in the case of individuals,ordinarily resident for tax purposes in the UK may, depending on the shareholder’s circumstances andsubject to any taper relief or exemption that might be available, give rise to a chargeable gain orallowable loss for the purposes of the taxation of chargeable gains. Broadly, shareholders who are notresident or ordinarily resident for tax purposes in the UK will not be liable for UK tax on capital gainsrealised on the disposal of their Ordinary Shares unless such Ordinary Shares are used, held or acquiredfor the purposes of a trade, profession or vocation carried on in the UK through a branch or agency orfor the purpose of such branch or agency. Such shareholders may be subject to foreign taxation on anygain under local law. A shareholder who ceases to be resident or ordinarily resident for tax purposes inthe UK for a period of less than five years, and who disposes of the Ordinary Shares during that periodof non-residence, may also be liable to UK taxation on chargeable gains (subject to any availableexemption or relief) as if, broadly, the disposal was made in such shareholder’s year of return to theUK.

For the purposes of taper relief, the qualifying holding period will run from the date when the relevantholding of Ordinary Shares was acquired. Following the Finance Act 1998, indexation is not availableto shareholders, other than those subject to corporation tax on chargeable gains. Shareholders subjectto corporation tax on chargeable gains remain entitled to indexation allowance but are not entitled totaper relief.

The above statements are intended only as a general guide to the current tax position under UK taxationlaw and practice. A Shareholder or potential investor who is in any doubt as to his or her tax positionor is subject to tax in any jurisdiction other than the United Kingdom should consult his or herprofessional adviser without delay.

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13. Isle of Man Taxation

The Company has been granted special exemption by the Isle of Man Assessor of Income Tax under theprovisions of the Income Tax (Exempt Companies) Act 1984. It is a general condition of such exemption thatno Isle of Man resident (other than another company itself exempt under that Act) be beneficially interestedin the Company. The Assessor of Income Tax has the power to grant exemptions in individual cases.

In the event of the death of a sole holder of Ordinary Shares, an Isle of Man grant of probate oradministration may be required in respect of which certain fees will be payable to the Isle of ManGovernment.

Capital duty in the Isle of Man is calculated at the rate of 1.5 per cent, and is payable on incorporation or onany increase in the nominal value of the authorized share capital of the Company, ranging from a minimumof £125 for capital up to £2,000, up to a maximum amount of duty of £5,000 for each company.

(a) Exempt status

The Company will apply on an annual basis for tax exempt status in the Isle of Man pursuant to the Isleof Man Income Tax (Exempt Companies) Act 1984 (as amended). From 6 April 2005, the fee is £475payable on an annual basis in respect of the Company’s exempt status. As a tax exempt company, theCompany will not be subject to Isle of Man income tax and there will be no withholding tax ondividends paid by the Company. There is no capital gains tax, inheritance tax, stamp duty or SDRT inthe Isle of Man.

The granting of exemption does not affect the liability of a company to deduct and account for incometax under the Isle of Man Income Tax (Instalment Payments) Act 1974.

The Isle of Man is moving towards Zero Standard Tax Rate for businesses which is currentlyanticipated as being effective from 6 April 2006. Details of current Isle of Man Government Treasurypolicy is this regard can be found at www.gov.im/treasury.

(b) Savings Directive

The Isle of Man (itself not a member of the European Union but enjoying certain privileges underProtocol III to the United Kingdom’s Treaty of Accession 1972) has introduced bi-lateral arrangementswith each Member State of the European Union equivalent to the provisions of the European SavingsDirective (Income Tax (Retention of Tax and Exchange of Information) Regulations 2005, approved byTynwald on 22 June 2005). The Assessor of Income Tax has issued a Practice Note (PN118/05) whichis available on www.gov.im/treasury/incometax.

(c) Management and control of the Company

It is the intention of the Directors to conduct the affairs of the Company so that the management andcontrol of the Company are not exercised elsewhere other than the Isle of Man. The Company is notresident in the UK or elsewhere for taxation purposes and does not carry on any trade in the UK orelsewhere (whether or not through a permanent establishment situated there). Accordingly, theCompany should not be liable for the taxation by the UK or any other jurisdiction on its profits or gainsother than taxation charged on certain income deriving from sources within that jurisdiction.

14. Taiwan Taxation

Business income tax is charged on the worldwide income of companies whose head offices are located inTaiwan; and also on the Taiwan-sourced income of companies that have no permanent establishment inTaiwan. Taxable income is calculated using Generally Accepted Accounting Principles as the basis andadjusted pursuant to the Taiwan Income Tax Law and its by-laws, with deductions available for necessaryand ordinary expenses. The following tax rates apply:

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Taxable income (NT$) Tax Rate

0-50,000 050,001-100,000 15 per cent.100,001 and above 25 per cent.

There is a 20 per cent. withholding tax deducted from dividends paid to a non-Taiwan resident corporateshareholder.

15. Litigation

Proceedings have commenced at the instigation of Amazing Taiwan in the local courts in the Penghu Islandswith regard to the transfer of certain parcels of land to Mai Kuo Potter, as described on page 8 of thisdocument.

Save for this the Group is not engaged in any other legal or arbitration proceedings, active or (so far as theDirectors are aware) pending or threatened against, or being brought by, the Group or any member of theGroup which have had or may have a significant effect of the Group’s financial position.

16. General

(a) There has been no significant changes in the financial or trading position of the Company nor anysignificant recent trends concerning the Company’s business, other than the continuation of the landcompletion in the Penghu Islands, since 31 May 2005, the date to which the latest audited accounts ofthe Company were prepared.

(b) The Company’s accounting reference date is 31 May.

(c) Save as disclosed in this document no person (excluding the professional advisers mentioned in thisdocument and trade suppliers) has received, directly or indirectly, from the Company within twelvemonths preceding the date of this document or entered into contractual arrangements to receive,directly or indirectly, from the Company on or after the date of this document fees totalling £10,000 ormore or securities in the Company with a value of £10,000 or more calculated by reference to the latestprice at which Ordinary Shares have been issued by the Company, or any other benefit with a value of£10,000 or more at the date of this document.

(d) The auditors of the Company are Ernst & Young.

(e) The Company has obtained insurance cover for directors and officers against liabilities which mayattach to them by reason of their office.

(f) The total expenses of or incidental to Admission which are payable by the Company (includingprofessional fees, printing, advertising costs and amounts payable under the Placing) are estimated toamount to approximately £350,000 (exclusive of VAT).

(g) The International Security Identification Number of the Ordinary Shares is GBOOBORXB080.

17. Consents

(a) Scott-Moncrieff accepts responsibility for its report set out in Part III of this document and have givenand not withdrawn its written consent to the inclusion of its report in the form and context in which itappears.

(b) JM Finn has given and not withdrawn its written consent to the issue of this document with thereferences to its name in the form and context in which they appear.

(c) Daniel Stewart has given and not withdrawn its written consent to the issue of this document with thereferences to its name in the form and context in which they appear.

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sterling 74661

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18. Documents

Copies of the following documents will be available for inspection during normal business hours on anyweekday (public holiday excepted) at the offices of DMH Stallard, 37 Jewry Street, London EC3N 2ER, atthe Registered Office of the Company and at the office of JM Finn & Co. from the date of this document tothe date one month following Admission.

(a) The Memorandum and Articles of Association of the Company.

(b) The material contracts referred to in paragraph 11 above.

(c) The Directors’ service agreements referred to in paragraph 6 above.

(d) The written consents referred to in paragraph 17 above.

(e) The report of Scott-Moncrieff set out in Part III of this document.

(f) The audited accounts of the Company for the three years ended 31 May 2005.

Date 7 December 2005

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