DIRECTORS, SENIOR MANAGEMENT AND STAFF Our Board consists of 11 Directors, four of whom are independent non-executive Directors. The following table contains certain information relating to our Directors: Executive Directors Name

Age

Address

Position

Tan Sri Dr Chen

59

18 Jalan Tengku Ampuan, Taman Duta, 50480 Kuala Lumpur Malaysia

Chief Executive Officer Member of Nomination Committee, Remuneration Committee, and AML Oversight Committee

David Martin Hodson

64

Flat B, 5/F Manly Mansion 69B Robinson Road Hong Kong

Chairman of AML Oversight Committee

Tian Toh Seng

51

Room 511 Himawari Hotel Apartments 313 Sisowath Quay Phnom Penh Kingdom of Cambodia

Chief Operating Officer Member of AML Oversight Committee, Remuneration Committee, and AML Oversight Committee

Lee Wing Fatt

41

No 239, Street 63, Boeng Keng Kang 1 Phnom Penh Kingdom of Cambodia

Chief Financial Officer Member of AML Oversight Committee

Lew Shiong Loon

37

No 22, Jalan Desa Aman 1A Taman Desa Aman Cheras, 56100 Kuala Lumpur, Malaysia

Executive Director Executive Assistant to President/CEO Member of AML Oversight Committee Head of AML Sub-Committee

Monica Lam Yi Lin

46

Flat C 16/F Block 8 Villa Athena Ma On Shan New Territories Hong Kong

Executive Director

John Pius Shuman Chong

45

Unit 603, 6th Floor Likas Square Apartments Jalan Isdiatat 88400 Kota Kinabalu Sabah

Executive Director

— 137 —

A1a(41) 3rd Sch(6) LR11.07

DIRECTORS, SENIOR MANAGEMENT AND STAFF Independent Non-Executive Directors Name

Age

Address

Position

Timothy Patrick McNally

58

2233 Peak Place Thousand Oaks California 91362 USA

Chairman, Member of AML Oversight Committee, Chairman of Remuneration and Nomination Committees

Tun Hamid

77

No. 10 Langgak Tunku Bukit Tunku 50480 Kuala Lumpur Malaysia

Vice Chairman, Member of AML Oversight Committee, Audit, Remuneration and Nomination Committees

Wong Choi Kay

39

3596, Hudson Street Vancouver BC Canada

Chairperson of Audit Committee, Member of AML Oversight Committee

Zhou Lian Ji

73

5/F, 157 Wong Nai Chung Road Happy Valley Hong Kong

Member of Audit, Remuneration and Nomination Committees

DIRECTORS Executive Directors

3rd Sch. 6

Tan Sri Dr Chen, aged 59, is the chief executive officer as well as the founder and the controlling Shareholder of the Company with about 28 years of managerial, corporate and business experience. Tan Sri Dr Chen was responsible for Ariston’s bid for the Sihanoukville Development and has been guiding the development of the Group since its inception in 1995. Tan Sri Dr Chen is also a director of Ariston, NagaCorp (HK) and NRCL. Tan Sri Dr Chen is the controlling shareholder and president and chief executive officer of Karambunai Corp Bhd (formerly known as FACB Resorts Berhad), a tourism company in Sabah, East Malaysia, FACB Industries Incorporated Berhad, a stainless steel pipes and fittings manufacturing company and Petaling Tin Berhad, a property development company. The securities of these three companies are listed on the main board of the Bursa Malaysia Securities Berhad. Tan Sri Dr Chen was also the chief executive officer of Composite Technology Research Malaysia Sdn Bhd (1995-2002), a company owned by the Malaysian Government and responsible for the development of the Malaysian aerospace industry from design, certification to manufacturing. Tan Sri Dr Chen’s company, Resourceful Petroleum Ltd, has teamed up with PTTEP International Ltd of Thailand, Singapore Petroleum Company Ltd of Singapore and Cooper Energy Ltd of Australia to extract oil and gas in the Gulf of Siam.

— 138 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Tan Sri Dr Chen graduated from the University of Malaya with an MBBS in 1973. In recognition of his various economic services to Malaysia, Tan Sri Dr Chen has been conferred with various titles and awards including Darjah Indera Mahkota Pahang (which carries the title “Dato”), Darjah Sultan Salahuddin Aziz (which carries the title “Datuk”) and Panglima Setia Mahkota (which carries the title “Tan Sri”.) Tan Sri Dr Chen was appointed as an economic advisor to Samdech Hun Sen, Prime Minister of the Cambodian Government in June 2001. Tan Sri Dr Chen is also a director of and sole shareholder in Insightner Limited, a company incorporated in the British Virgin Islands which has at no time undertaken any trading, investment or other business activities. Insightner Limited was the protector of the Cambodian Development Fund, a fund beneficially owned by Tan Sri Dr Chen. This fund was established in conjunction with the proposed Singapore IPO to procure the reinvestment of some of the dividends paid by the Company back into Cambodia for community aid programs, infrastructure development and other such projects. When the Singapore IPO was discontinued the fund, and consequently the protector of the fund, Insightner Limited, had no further purpose. Tan Sri Dr Chen intends to liquidate Insightner Limited by way of solvent voluntary winding-up. Mr. David Martin Hodson, a British citizen, aged 64, joined the Company as an executive Director and the Chairman of the AML Oversight Committee in February 2005. His responsibilities include enhancing the Company’s AML Strategy, Development and Compliance Programme and he is the Chairman of the AML Oversight Committee. Mr. Hodson has been a member of the Hong Kong Police for 37 years, spending most of his career in criminal investigation. During this period he was posted to the Narcotics Bureau from 1972-1977 being responsible for Investigations and Operations from 1975-1977. He was then appointed as Director of Studies at the Detective Training School. From 1978-1979 he commanded the Special Crimes Bureau which was responsible for investigating the most serious criminal cases occurring in Hong Kong. He was appointed as Head, Interpol Hong Kong from 1979-1983. In this capacity he developed relationships with overseas Law Enforcement Agencies which liaised with Hong Kong and developed arrangements for mutual assistance. He commanded the Criminal Intelligence Bureau from 1987-1988. From 1989-1992 he was Head of the Narcotics Bureau. During this period the Bureau was responsible for enforcing the Drug Trafficking (Recovery of Proceeds) Ordinance (DT(ROP) Ord.) which became law in 1989. This was Hong Kong’s first legislation creating the offence of “money laundering” in relation to drug trafficking. During this initial period he had oversight of the Bureau’s investigations which resulted in over $400 million being seized and over $200 million actually being confiscated. Subsequently he was responsible for representing the Commissioner at the Law Reform Commission and representing the Police at various meetings of both the Executive and Legislative Council. He had oversight of police proposals for law revision of the DT(ROP) Ord. and the Organised and Serious Crimes Ordinance which dealt, inter alia, with money laundering. He held the post of Assistant Commissioner — Crime from 1994 to 1997 being responsible for all aspects of criminal investigation in Hong Kong.

— 139 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF On his retirement he was appointed as Consultant to the Hong Kong Police from 1997 to 1999 to advise on crime and security during the transition of Hong Kong to Chinese Sovereignty. Mr. Hodson was a founding member of OXFAM HONG KONG in 1988 and remains a member of the Council of Management. He was appointed as the first Hon. Director of the Centre for Criminology, University of Hong Kong from May 1999 to March 2004. In recognition of his distinguished service to the University he was appointed as an Honorary Fellow for life in the Centre for Criminology. He was appointed as a Visiting Professor at the Chinese People’s Public Security University, Beijing in March 2001. In 1976 he received a “Special Award of Honour” for his outstanding contribution to narcotic enforcement by the International Narcotic Enforcement Officer’s Association. He was honoured by HM The Queen in 1985 for Meritorious Service and in 1995 for Distinguished Service. Mr. Tian Toh Seng, aged 51, is the chief operating officer of the Company and is responsible for overseeing our operations. Mr. Tian joined NRCL as the Vice President, Treasury in 1995 and was appointed as chief operating officer of the Group in 2002. Mr. Tian is also a director of NagaCorp (HK), NRCL and Neptune Orient. Before joining the Group, Mr. Tian had been employed by Resorts World Bhd for 13 years and held various positions during his term with that company. Resorts World Bhd is a member of the Genting Group in Malaysia which owns and operates the Genting Highlands Resort and Casino. Mr. Tian has more than 20 years of experience in the gaming industry. Mr. Lee Wing Fatt, aged 41, joined the Group in February 2002 as Vice President, Corporate Affairs and was appointed as chief financial officer of the Group in June 2002, and continues in this role as at the Latest Practicable Date. Mr. Lee is responsible for overseeing the financial performance and commercial affairs of the Company. Mr. Lee was a member of the team which prepared Ariston’s tender for the Sihanoukville Development in 1994. Mr. Lee is a director of NagaCorp (HK), Ariston, Ariston Cambodia and Neptune Orient, and was a director of NRCL until September 2004. Prior to joining the Group in 2002, Mr. Lee was employed by FACB Resorts Berhad and held the position of General Manager, Finance, and before that, held the position of Manager, Finance, in Resorts World Bhd, a member of the Genting Group in Malaysia. Prior to joining the Resorts World Bhd in 1991, Mr. Lee was an assistant manager, audit, at Price WaterhouseCoopers in Kuala Lumpur. Mr. Lee is a member of the Malaysian Institute of Certified Public Accountants. Mr. Lew Shiong Loon, aged 37, is an executive Director and the head of the AML Sub-Committee of the Company. Mr. Lew joined the Group in 1993 as the head of business research and development and a member of the chief executive office’s secretariat during the establishment of the Group during 1994 to 1996, and coordinated the team which prepared Ariston’s tender for the Sihanoukville Development in 1994. Mr. Lew left the Group in 1996 and rejoined it as executive assistant to the chief executive officer of the Company in January 2004. Mr. Lew has also been a director of NagaCorp (HK) and NRCL since September 2004. He has been involved in the development and implementation of AML strategies and policies within the Company, including liaison with governmental bodies such as the MOI and the Cambodian Central Bank. Mr. Lew is also currently the head of corporate strategies and research unit of

— 140 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Petaling Tin Berhad. Prior to joining the Group, he had worked for Accenture Consulting (then Andersen Consulting, Arthur Andersen Worldwide) and also for Kumpulan Emas Berhad and Systematic Education Group International Berhad, both of which are listed companies on the main board of the Malaysian Exchange in various managerial positions. Mr. Lew is a member of the Association of Certified Anti-Money Laundering Specialists (the “ACAMS”), a member of the ACAMS education task force and has contributed articles to publications involving AML matters. Mr. Lew is a certified financial planner and a member of the Financial Planning Association of Malaysia. He graduated from the University of Malaya with a degree in Economics and holds a master of business administration from the Heriot-Watt University in the United Kingdom. Currently, he is also a candidate for the Chartered Financial Analyst Course and PhD (Capital Markets) Programme with the University of Nottingham in the United Kingdom. Ms. Monica Lam Yi Lin, aged 46, joined the Group in October 1995 and is responsible for supervising the company secretarial and other administrative matters of our operations in Hong Kong. Prior to joining the Group, Ms. Lam was a company secretary in a Canadian solicitors firm from July 94 to October 95, and prior to that was a company secretarial assistant in an architectural firm for nearly three years. Ms. Lam is an Associate of The Hong Kong Institute of Company Secretaries and an Associate of The Institute of Chartered Secretaries and Administrators. Mr. John Pius Shuman Chong, aged 45, joined the Company as an executive Director in February 2005 and is responsible for our Company’s overall business development. Mr. Chong is also a director of NRCL. He also oversees corporate development and investor relations for Petaling Tin Berhad, a company listed on the Malaysian Exchange, with interests in property development and investment as the director of corporate development. Prior to that, Mr. Chong was the managing director of M4N, Pte. Limited which specialises in mergers and acquisitions and had its principal office in Los Angeles, United States of America. He was employed by Arthur Andersen & Co from 1998 to 2000 and held the position of a senior manager, and before that, he held the position of senior manager in Colliers Seeley International from 1993 to 1997. He also worked for Merrill Lynch, Inc as an investment consultant in the property investment division from 1990 to 1992, and for MCI, Inc. as a marketing manager in the technology and marketing division from 1987 to 1989. Mr. Chong graduated from the University of Southern California with a bachelor of Science, Electrical Engineering in 1986. He received the Edge Financial Journal (South East Asia) Year 2000 Top 50 Entrepreneur Award. Mr. Chong is a member of the U.S.-Asia Chamber of Commerce and the Rotary Club of Kuala Lumpur. Independent non-executive Directors Mr. Timothy Patrick McNally, age 58, joined the Company as the Chairman of the Board and an independent non-executive Director in February 2005. From April 1999 until October 2005, Mr. McNally was the Executive Director of Security and Corporate Legal Services for the Hong Kong Jockey Club (“Club”). In this capacity, Mr. McNally has been a member of the

— 141 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF executive Board of Management of the Club. Mr. McNally’s responsibilities include physical security matters; information security; internal investigations; racing licensing matters; membership vetting; corporate governance matters; liaison with law enforcement and legal services for the Club. He is currently an international security consultant. Prior to his involvement with the Club, Mr. McNally was a special agent of the Federal Bureau of Investigation (“FBI”) for 24 years (1975-99). Mr. McNally’s career focused on the investigation and prosecution of serious crime, particularly organised crime, drug trafficking, corruption and fraud matters. He also was assigned for two years as a legislative counsel by the FBI to handle issues arising with the US Congress on budgetary and oversight matters. He subsequently held several senior positions within the FBI including heading the organised crime and drug investigative programs in the Miami, Florida office from 1984 to 1991. He served as Deputy Director of the National Drug Intelligence Center 1992-93; subsequently headed up the Criminal Division of the Washington DC field office; served as the Agent in charge of the Baltimore, Maryland office (1994-96); and concluded his career with the FBI as the head of the FBI’s second largest field division in Los Angeles, California. Mr. McNally is a member of the International Security Management Association (ISMA); the National Executive Institute (NEI); and the Society of Former Special Agents of the FBI. He also participates as a member of the American Chamber of Commerce in Hong Kong. He is a graduate of the University of Wisconsin-Eau Claire, receiving a Bachelor’s degree in Political Science in 1969. He was also granted a Juris Doctorate degree from Marquette University Law School in 1973. Mr. McNally was admitted to the State Bar of Wisconsin in June 1973. Mr. McNally currently runs a security consultancy and investigation business in California. He was a senior adviser to Hill & Associates from October 2005 until 11th September, 2006. In this role, he developed clients in the United States and attended conferences there, and had no involvement in the preparation by Hill & Associates of the reports for the Company. Please refer to the section headed “Business — Independent reviews by Hill and Associates” in this prospectus for further details. Tun Hamid, aged 77, joined the Company as an independent non-executive Director on 18th August, 2003. Tun Hamid has been a member of the Malaysian judiciary for more than 30 years. He held the office of Lord President of the Supreme Court and was the head of the judiciary branch of Malaysia from 1988 to September 1994. Prior to his appointment as Lord President of the Supreme Court, he held the appointments of Chief Justice of the Federal Court of Malaysia from 1984 to 1988 and Justice of the Federal Court from 1980 to 1984 and was a judge of the High Court of Malaysia from 1968 to 1980. Before his appointment as a High Court judge, Tun Hamid also served in the Judicial and Legal service of the Government of Malaysia as Magistrate, Sessions Court President, Deputy Public Prosecutor, State Legal Advisor, Chief Registrar and Parliamentary Draftsman from 1956 to 1968. Tun Hamid graduated as a Barrister-at-Law in England and was called to the English Bar in November 1955. In April 1997, he was conferred the Honorary Degree of Doctor of Laws by the Oklahoma City University, United State of America.

— 142 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF In recognition of his services to Malaysia, Tun Hamid has been conferred with various titles and awards, including Dato Paduka Mahkota Perak (which carries the title “Dato”), Panglima Setia Mahkota (which carries the title “Tan Sri”), Panglima Mangku Negara (which carries the title “Tan Sri”) and Seri Setia Mahkota (which carries the title “Tun”). Tun Hamid is currently the Chairman of Olympia Industries Berhad and Lien Hoe Corporation Berhad, each of which are companies listed on the Malaysian Exchange. Tun Hamid has been involved in various professional and charitable organisations. He is currently the appointed Chancellor of Darjah Yang Mulia Setia Mahkota Malaysia, Honorary President of the Spastic Children’s Association of Selangor and the Federal Territory, President of the Malaysian Leprosy Association and Special Advisor to the Malaysian Red Crescent Society. Since August 2003, Tun Hamid has been an independent non-executive director of Insightner Limited, a company incorporated in the British Virgin Islands which has at no time undertaken any trading, investment or other business activities. At the time of his appointment, Insightner Limited was the protector of the Cambodian Development Fund, a fund beneficially owned by Tan Sri Dr Chen. This fund was established at the request of the manager for the proposed Singapore IPO to procure the reinvestment of some of the dividends paid by the Company back into Cambodia for community aid programs, infrastructure development and other such projects. The manager to the Singapore IPO required that an independent non-executive director of the Company be appointed to the board of Insightner Limited. When the Singapore IPO was discontinued the fund, and consequently the protector of the fund, Insightner Limited, had no further purpose. Tan Sri Dr Chen is also a director of and the sole shareholder in Insightner Limited and, in his capacity as shareholder, has expressed an intention to liquidate the company by way of a solvent voluntary winding-up. In regard to Tun Hamid’s position as an independent non-executive director of the Company, no Director of the Company has any concern that Tun Hamid’s role as an independent non-executive director of Insightner Limited compromises his independence. Ms. Wong Choi Kay, aged 39, joined the Company as the chairperson of the audit committee and an independent non-executive Director in February 2005. Ms. Wong has been a consultant of the Great Canadian Gaming Corporation functioning in the lead role as chief audit executive in the business risk management and internal audit department. She was the airport improvement fee internal control and revenue administrator and project specialist of the Vancouver International Airport Authority from 2001 to June 2004. She also provided external consultancy services to KPMG Financial Advisory Services and KPMG Investigation and Security Inc., both of which are part of the Canadian member firm of KPMG International, from 1998 to 2004. She has also worked for the Workers Compensation Board of British Columbia and the Integrated Proceeds of Crime Section of the Royal Canadian Mounted Police in Vancouver, British Columbia as a forensic analyst and accountant. Ms. Wong is currently a consultant overseeing corporate governance work with casinos and other intensive cash-related enterprises usually functioning in the lead role as chief audit executive in the business risk management and internal audit department. Ms. Wong is a qualified expert witness in financial crimes and money laundering in the Supreme Court of British Columbia, a Certified Fraud Examiner and a Gaming Auditor. She is also a Certified Instructor in financial and internal control profiling, financial crimes and methodologies, and culture profiling for undercover or source handling. She has consulted with

— 143 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF the Office of the Solicitor General of Canada to amend the Proceeds of Crime (Money Laundering) Act as well as assisted with the creation of a suspicious transaction reporting and cross-border currency reporting regime. Ms. Wong completed her graduate admission programme in advanced accounting in the University of British Columbia and British Columbia Institute of Technology in 1992. She graduated from the Queen’s University in 1988 with a degree in political science and information technology and completed an associate programme certificate from Kent University in law studies in 1990. She is a Chartered Accountant of the Institute of Chartered Accountants of British Columbia. Mr. Zhou Lian Ji, aged 73, joined the Company as an independent non-executive Director on 18th August, 2003. Mr. Zhou has been active in the Chinese tourism industry since the 1980s and has previously served as the Director of Reception Office of Guangzhou Municipal Government of PRC, General Manager of Guangzhou Tour Company, General Manager and President of Guangdong (HK) Tours Co Ltd. Prior to 1997, Mr. Zhou was the Deputy General Manager of Guangdong Enterprises Holdings Ltd and a Director of Guangdong Investment Limited, which is listed on the main board of the Stock Exchange. Mr. Zhou also served as the Chief Secretary of the Preparatory Committee of the Hong Kong tourist industry to celebrate the return of Hong Kong to PRC in 1997. He was the Director of Travel Industry Council and Convenor of its Fellowship Committee. Currently Mr. Zhou is the Vice President of the Hong Kong Association of China Travel Organisers Ltd, President and Director of GZTC International Tours Co Ltd, Vice Chairman of Association Guangzhou CPPCC (Chinese People’s Political Consultative Conference) Liaison Committee. President of the Association of Membership of HK Tours and Vice President of Ling Nan Culture Research Institute. Mr. Zhou graduated with a bachelor of economics degree from Hubei University in the PRC. SENIOR MANAGEMENT

App 1A(41)(1) (5)

Mr. Tan Theam Loo, aged 52, was appointed in 2002 as our General Manager, Hotel Operations. Mr. Tan is responsible for overseeing the construction of our new hotel in NagaWorld, recruiting a suitably experienced management team and finalising the business plan for the Group’s hotel operations. Once our hotel is operational, Mr. Tan will be responsible for supervising its day to day operations. As a senior member of the management team, Mr. Tan contributes to the overall strategic direction and business development of the Group. Prior to joining the Group in 2002, Mr. Tan was the Deputy General Manager of Destination East Sdn Bhd, an international destination management company specialising in in-bound travel and tours, meetings, conferences and special events. From 1990 to 1999, Mr. Tan held positions in various hotels, including members of the Concorde group of hotels in Malaysia, Singapore and Myanmar and members of the Impiana chain of hotels in Malaysia. Mr. Tan has been involved in the hotel industry for over 23 years. Mr. Tan holds a Diploma in Business Management from the Malaysia Institute of Management. Mr. Paul Ng Wee Sin, aged 45, is our Vice President of Casino Operations and is responsible for supervising all aspects of casino operations. Mr. Ng has been with the Group since he joined NRCL in 1995. Prior to joining the Group in 1995, Mr. Ng was a Senior Commodities Trader with Pasternak & Baum (M) Sdn Bhd from 1981.

— 144 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Mr. Phang Chun Hua, aged 41, is our Vice President, Finance and Treasury, and is responsible for supervising our finance and treasury operations. Mr. Phang is an Associate Member of the Malaysian Association of Chartered Secretaries and Administrators. Prior to joining the Group in 1995, Mr. Phang was the Assistant Manager with Anika Insurance Brokers Berhad. From 1992 to 1994, Mr. Phang was an Executive Assistant, Investment, with Overseas Assurance Corporation, and prior to that, was the Finance Executive of Kelantan Transport Sdn Bhd. Mr. Phang was a member of the pioneer team which set up our casino operations and formulated the procedures and internal controls of NRCL. Mr. Lui Kim Wah, aged 54, rejoined the Group in May 2002 and is responsible for our Surveillance Department and the overall security of our casino operations. He was formerly a Casino Shift Manager with NRCL from 1995 to 1997. Mr. Lui has over 10 years experience in the gaming industry and has worked with various casinos including the Empress Cruise Lines Sdn Bhd, Legend International Resorts, Subic Bay, Philippines and Berjaya Cruise Sdn Bhd.

App1A(42)

Mr. Michael Thach Nen, aged 43, joined the Group in February 1995 and is responsible for our Casino Security Department and Public Affairs Department, which is the Group’s liaison with the Cambodian Government and other regulatory bodies. Prior to joining the Group, Mr. Nen was Regional Security Advisor at the US Embassy in Phnom Penh from January 1994 to February 1995 and prior to that was in law enforcement in the United States for five years from mid 1989 to 1993. Mr. Chong Chee Keong, Alan, aged 49, joined the Company as a Vice President in 2004 and is responsible for overseeing the Group’s promotional and customer service areas. Mr. Chong has 23 years of experience in the travel industry. He is also the executive director of First Travel & Tours (M) Sdn Bhd. He also held the position of managing director of Martravel Sdn Bhd, a travel agency in Malaysia, from 1995 to 2000. Mr. Ling Doh Seong, Richard, aged 31, is the financial controller of the Group and is responsible for assisting the chief financial officer on group financial matters. He is also the deputy chairman of the AML Sub-Committee and assists the Company in dealing with AML. Mr. Ling was the internal audit manager of the Company from February 2003 to June 2004. Before joining the Company, he worked for KPMG Cambodia from May 2000 and he was an audit supervisor from January 2002 to January 2003 and an audit senior with a Malaysian auditing firm, Leslie Yap & Co from March 1997 to April 2000. Mr. Ling obtained a bachelor degree in commerce (accounting) from the University of Southern Queensland. He is a professional member of the ACAMS, a Chartered Accountant of the Malaysian Institute of Accountants, a Certified Practising Accountant of CPA Australia and a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants. COMPANY SECRETARY

App 1A(42)

Ms. Gloria Sau-kuen Ma, aged 47, joined the Company as the Company Secretary on 30th January, 2005. She has been handling the secretarial work for our Hong Kong incorporated companies namely, NRCL and NagaCorp (HK).

— 145 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF She has over 20 years of experience in corporate secretarial work. She has worked for KCS Limited, a corporate secretarial and administrative service provider, as a senior manager since June 2004 and remains so at the Latest Practicable Date. Ms. Ma holds a master degree in Business Administration from the University of Strathclyde. She is a Fellow member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators. QUALIFIED ACCOUNTANT

A1a(42)

Mr. Ling Doh Seong, Richard, aged 31 is the qualified accountant of the Group and his details are set forth in the paragraph headed “Senior management” above. MANAGEMENT STRUCTURE Our management structure is as follows: The Group

Board of Directors

Audit Committee

Executive Committee (EXCO)

Nomination Committee

Internal Audit Department

Remuneration Committee

Chief Executive Officer (CEO)

General Manager (Hotel & Property)

• • • • • •

Hotel Operations* Sales & Marketing* Finance* Food & Beverage Retail & Shopping* Theme Spa & Karaoke*

Chief Operating Officer - Casino (COO)

• Casino Tables Operations • Surveillance • VIP Services • Finance • Treasury • Security

— 146 —

Chief Financial Officer (CFO)

• Legal & Compliance/ Company Secretary • Group Finance/ Treasury • Human Resources • Public Affairs

Board AML Oversight Committee

AML Sub-Committee**

DIRECTORS, SENIOR MANAGEMENT AND STAFF Note: *

The departments will be established after the opening of the hotel wing of NagaWorld expected in the second half of 2006.

**

Refer to Appendix VI to this prospectus for details of the organisational structure of this management committee.

Audit Committee The Board established an audit committee on 16th March, 2005 with written terms of reference in compliance with the Listing Rules. The primary duties of the audit committee include reviewing and supervising our financial reporting process and internal control system and advising our Board on audit matters. The audit committee has three members, namely Wong Choi Kay, Tun Hamid and Zhou Lian Ji, all being independent non-executive Directors. Ms. Wong Choi Kay is the chairperson of the audit committee. Remuneration Committee The Board established a remuneration committee on 16th March, 2005 with written terms of reference. The functions of this committee include formulating and making recommendations to our Board on our policy and structure for all remuneration of our Directors and senior management. The members of the remuneration committee are Timothy McNally (Chairman), Tun Hamid, Zhou Lian Ji, Tan Sri Dr Chen and Tian Toh Seng. Nomination Committee The Board’s nomination committee was formed on 16th March, 2005 with written terms of reference. A primary function of the nomination committee is, among others, to review the structure, size and composition of the Board. The members of the nomination committee are Timothy McNally (Chairman), Tun Hamid, Zhou Lian Ji, Tan Sri Dr Chen and Tian Toh Seng. AML Oversight Committee The AML Oversight Committee was formed by the Board on 16th March, 2005 to enhance the Group’s AML strategy and development programme, ensure quality assurance, and perform an oversight function over the AML Sub-Committee’s roles and responsibilities. (Please refer to Appendix VI in this prospectus for further details.) The members of the AML Oversight Committee are Mr. David Martin Hodson (Chairman), Tan Sri Dr Chen, Timothy McNally, Tun Hamid, Wong Choi Kay, Tian Toh Seng, Lee Wing Fatt, and Lew Shiong Loon.

— 147 —

App1A(33)(4) (a), (b), (c)

DIRECTORS, SENIOR MANAGEMENT AND STAFF AML Sub-Committee On 1st April, 2004, we formalised the AML Sub-Committee, known as the AML Co-ordination Unit since October 2003, a management committee comprising senior representatives of key operational areas of the casino, including treasury, surveillance and gaming operations. The AML Sub-Committee’s role is to monitor the Group’s AML activities on a day-to-day basis, develop additional AML measures at an operational level as necessary and work with the relevant authorities in Cambodia, such as the MOI and the National Bank of Cambodia, on the prevention of money laundering. All AML Sub-Committee members are trained in AML prevention and are members of the Association of Certified Anti-Money Laundering Specialists (“ACAMS”). ACAMS is a US based association formed on 7th November, 2001 to advance the professional knowledge, skills and experience of those dedicated to the detection and prevention of international money laundering, and to promote the development and implementation of sound AML policies and procedures. The AML Sub-Committee reports to the AML Oversight Committee, a committee of the Board. Executive committee The Board established an executive committee the primary duties of which include, among other things, the supervising and approving the applications for credit lines and facilities by STG Operators. The executive committee comprises Tan Sri Dr Chen, Mr. Lee Wing Fatt and Mr. Tian Toh Seng, all being executive Directors. Internal Audit The Internal Audit Department is responsible for auditing our operations as well as formulating, implementing and monitoring internal controls, overseeing risk management, and ensuring compliance with regulatory requirements. The Internal Audit Department reports to the Audit Committee. External Audit After the listing, we will engage an independent auditor to review and/or audit our internal controls with a focus on AML, on a semi-annual basis, and to have its findings disclosed in our annual reports. We undertake to act upon the recommendations made by the independent auditor where appropriate.

— 148 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Group Finance and Support Services The various departments under our Chief Financial Officer are as follows:

Chief Financial Officer

Group Finance/ Treasury

Legal & Compliance/ Company Secretary

Human Resources

Public Affairs

Group Finance/Treasury The Group Finance and Treasury Department is responsible for co-ordinating finance for the Group as a whole and works closely with the Finance Department, the Casino Operations and the Accounting Department and Hotel Operations Department. The Group Finance Department will collate the various financial information on a Group level and is also responsible for the Group’s treasury function. Legal and Compliance/Company Secretary The Legal and Compliance Department is responsible for monitoring legal matters and ensuring that we comply with the various legal, statutory and regulatory requirements to which we are subject. This role also incorporates the company secretarial function for the Group. Human Resources The Human Resources Department is responsible for employee recruitment, benefits administration and training. The Department also works in conjunction with our various department heads in respect of employee matters. Public Affairs The Public Affairs Department is responsible for our public affairs matters and acts as our liaison with the Cambodian Government and other authorities.

— 149 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Casino operating departments The various departments responsible for our casino operations and their respective roles and functions are as follows: Chief Operating Officer (Casino)

Finance Department

Treasury Department

Casino Tables Operations Department

Surveillance Department

Security Department

Marketing & VIP Services Department

An important part of our casino operations is the detection and prevention of any potential money laundering activities in our casino. We have put in place firm guidelines and guidelines in the AML manual, which all our staff are required to follow. Finance Department The Finance Department is responsible for the financial management, accounting and other management activities in the casino as well as to monitor the general performance of the casino and highlight any unusual trends in management and cost control. In addition, the Finance Department monitors and controls the funds deposited by ST Groups and liaises with the Treasury Department to coordinate the amount of NN Chips to be issued to an STG upon their arrival at the casino. The Finance Department also reconciles the daily movement of gaming chips and funds as a check and balance to the Treasury Department to ensure that the funds of the casino are all accounted for. The Finance Department also monitors the modes of payments to STG Operators, and particularly payments in cash. Upon check out or settlement of a trip, only winnings to STG Operators may be paid in the form of cash, cheque or telegraph transfer and the modes of other payments will depend on the modes of check-in deposits made by the STG Operator. (Please refer to the “Glossary” section to this prospectus for further details.) The Finance Department works closely with the Group Finance Department and also functionally reports to the chief financial officer. Treasury Department The Treasury Department is responsible for the control, monitoring and recording of gambling chips and the movement of funds in the casino on a 24-hour basis. The Treasury Department reconciles chip and fund movements throughout the day and at the end of each day determines our performance for the day. In addition, the Treasury Department is also responsible for monitoring Rollings of the check-in amounts deposited by individual ST Groups in order to determine the entitlement of these ST Groups to the various incentives offered by the casino as well as the commission payable to STG Operators. The Treasury Department also monitors buy-in amounts purchased by customers on the public floor in accordance with our AML manual. Our staff at the cage are trained to differentiate and recognise counterfeit bank notes with the help of specialised devices. Customers are requested to show their identities for purchasing buy-in amounts of US$3,000 or above and are requested to line up in a special lane for buy-in amounts of US$10,000 or above.

— 150 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Casino Tables Operations Department The Casino Tables Operations Department oversees the operations at the various gaming tables as well as the gaming machine stations on a 24-hour basis. The Casino Tables Operations Department’s responsibilities include supervision of the croupiers and other staff as well as ensuring that our various internal rules and procedures are complied with. Detection and prevention of fraud, cheating and other malpractices in the casino also come within the purview of the Casino Tables Operations Department. As an example, Casino Tables Operations Department will carry out rating of the customers who purchased buy-in amounts in excess of US$10,000. Surveillance Department The Surveillance Department monitors all activities in the casino on a 24-hour basis through the use of a network of good quality closed circuit television cameras which are strategically placed throughout the casino to ensure that the whole gaming floor is covered. The Surveillance Department works with other departments and plays a key role in the monitoring of suspicious transactions during visits of customers. As an example, the Surveillance Department will monitor customers’ gaming activities through closed circuit television cameras in accordance with requests from the Treasury or Casino Tables Operations Departments. In cases of suspicious transactions, the Surveillance Department will keep and archive the necessary video images. The Surveillance Department assists and supports the Treasury Department, Casino Operations Department and Security Department in their various functions. Security Department The Security Department is charged with the overall security of the casino on a 24-hour basis and works closely with the Casino Operations Department in this regard. Other functions of the Security Department include escorting funds and gaming chips within the casino as well as outside the casino, for example to the bank, and assisting MOI Immigration Officers in ensuring that only foreign passport holders are allowed to enter and gamble in the casino. In addition, the Security Department would from time to time also accompany VIP visitors during their visit, if requested. The Security Department also assists the AML Sub-Committee in all matters relating to liaison with officials of MOI or other government bodies in the monitoring of suspicious transactions. Marketing and VIP Services Department The Marketing and VIP Services Department is responsible for coordinating visits by ST Groups with our STG Operators. The Department is also responsible for attending to VIP visitors. In the future, the Marketing and VIP Services Department will also work together with the Sales and Marketing Department of the NagaWorld hotel with a view to marketing NagaWorld as an integrated leisure and entertainment centre.

— 151 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF Hotel and Property Operations After the opening of the hotel wing of NagaWorld, new departments will be formed in respect of hotel operations and it is anticipated that our hotel operations management structure will be as follows:

General Manager (Hotel & Property)

Hotel Operations

Sales & Marketing

Finance

Food & Beverage

Retail & Shopping

Themed Spa & Karaoke

Hotel Operations This department will incorporate front office, reservations, housekeeping, telephone, laundry, security and engineering/maintenance and will have overall responsibility for hotel guest room services. Sales and Marketing This department will be responsible for the pre-opening launch and ongoing marketing strategy of our hotel and other non-casino facilities. Finance This department will be responsible for the accounting function for the hotel and other non-casino facilities. The specific tasks of this department will include general finance, accounts payable, accounts receivable, income audit, cashiering, purchasing, cost control, receiving, stores and payroll. Food and Beverage This department will be responsible for the set up, operational planning and quality of all the food and beverage outlets including those at the casino. Retail Shopping and Arcade This department will plan and organise the retail and shopping arcade including developing a retail merchandise structure to ensure the needs of our visitors are addressed. Themed Spa and Karaoke This department will be responsible for the operations of our themed spa centre and karaoke centre.

— 152 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

A1a(33)(2)(3)

Each of our executive Directors has entered into a service contract with the Company which may be terminated by either party to the service contract giving to the other in the case of Tan Sri Dr Chen, Mr. Tian Toh Seng and Mr. Lee Wing Fatt, not less than three months’ prior notice in writing and in the case of the other executive Directors, not less than one month’s prior notice in writing. Tan Sri Dr Chen is entitled to an annual performance bonus based on the Group’s consolidated profit before tax and before the annual performance bonus (“PBT”) as reported in the Company’s consolidated audited financial statements which shall be paid within one month of the approval of the consolidated financial statements. The performance bonus is calculated in accordance with the following formula: Less than US$30 million PBT Between US$30 million and US$40 million PBT More than US$40 million but up to and including US$50 million More than US$50 million

— US$nil performance bonus — performance bonus of 2% of PBT — performance bonus of US$0.8 million plus 3% of additional portion of PBT from US$40,000,001 to US$50,000,000 — performance bonus of US$1.1 million plus 5% of additional part of PBT from US$50,000,001 onwards

Tan Sri Dr Chen’s employment contract expires on 1th April, 2007. Particulars of the terms of the above service contracts are set forth in the paragraph headed “Further information about Directors, Management and Staff — Particulars of Directors’ service contracts” in Appendix IX to this prospectus. EMPLOYEES

A1a(28)(7)

As at the Latest Practicable Date, we had 935 full-time employees. The breakdown of our employees by functions is as follows: Cambodia

Hong Kong

Malaysia

Total

Accounting and finance Administration and maintenance Human resources Casino operation Hotel operation

30 173 8 747 4

Nil 1 Nil Nil Nil

62 Nil Nil Nil Nil

36 174 8 747 4

Total

928

1

6

935

— 153 —

DIRECTORS, SENIOR MANAGEMENT AND STAFF All employees are employed under employment contracts which specify, among other things, each employee’s responsibilities, remuneration and grounds for termination of employment. Our remuneration policy is based on the expertise, capability, performance and responsibility of our employees. We grant bonuses to employees to reward their contribution to our business on a discretionary basis. We provide various forms of training for our employees. Ongoing training is given to our casino operations personnel and all relevant staff receive training on AML policies and procedures. We also arrange in-house training and external development programmes confirmed on new procedures or technology that is introduced to specific departments. New employees are provided with training to ensure that they are equipped with the necessary skills to perform their duties. Employees (including executive Directors) are entitled to participate in the Share Option Scheme at the discretion of the Directors. Please refer to “Share Option Scheme” in Appendix IV to this prospectus for details. Relationship with employees In 1998, some of our staff went on strike for a few days and our casino operations which were then being carried out in the barge anchored at the banks of Bassac River in Phnom Penh, Cambodia were interrupted briefly. The strike was initiated by certain staff and a labour union for the purpose of seeking better employment terms and after negotiations between the representatives of the relevant labour union and our management members, a settlement in respect of an increase in remuneration was reached. The strike therefore ended and our casino operations resumed as normal. For the three business days ended 9th December, 2001, around 300 of our staff including croupiers and cashiers, went on strike and ceased to discharge their respective duties and as a result of which, our casino operations, which were then carried out in the barge moored on the bank of the Bassac River in Phnom Penh, Cambodia, were interrupted temporarily. After negotiations between representatives of the relevant labour union and our management, settlement in respect of pay rises, bonuses and overtime payments were reached and the strike ended and our casino operations resumed to normal thereafter. Both of the above incidents occurred prior to the Track Record Period. We have not experienced any significant problems with our employees or disruption to our operations due to labour disputes nor experienced any difficulties in the recruitment and retention of suitable employees for the Track Record Period. Our Directors believe that the Group has a good working relationship with its employees.

— 154 —

A1a(28)(7)

DIRECTORS, SENIOR MANAGEMENT AND STAFF COMPLIANCE ADVISOR The Company has appointed Anglo Chinese as its compliance advisor pursuant to Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, the compliance advisor will advise the Company on the following: (1)

before the publication of any regulatory announcement, circular or financial report;

(2)

where a transaction, which might be a notifiable or connected transaction, is contemplated including share issues and share repurchases;

(3)

where the Company proposes to use the proceeds of the initial public offering in a manner different from that detailed in this prospectus or where the business activities, developments or results of the Company deviate from any forecast, estimate, or other information in this prospectus; and

(4)

where the Stock Exchange makes enquiries with the Company regarding unusual movements in the price or trading volume of the securities of the Company or any other matters under 13.10 of the Listing Rules.

Further, the compliance advisor will also provide, among others, the following services to the Company: (a)

if required by the Stock Exchange, deal with the Stock Exchange in respect of any or all matters listed in paragraphs (1) to (4) above;

(b)

in relation to an application by the Company for a waiver from any of the requirements in Chapter 14A of the Listing Rules, advise the Company on its obligations and in particular the requirement to appoint an independent financial advisor; and

(c)

assess the understanding of all new appointees to the Board regarding the nature of their responsibilities and fiduciary duties as a Director, and, to the extent the compliance advisor forms an opinion that the new appointees’ understanding is inadequate, discuss the inadequacies with the Board and make recommendations to the Board regarding appropriate remedial steps such as training.

The term of the appointment shall commence on the Listing Date and end on the date on which the Company distributes its annual report in respect of its financial results for the first full financial year commencing after the Listing Date.

— 155 —