10:13 WING ON TRAVEL<01189>& CHINA STRATEGIC<00235>-JA & Resume(8) As at the date of this announcement, the directors of CSH are as follows: Executive Directors: Independent Non-executive Directors: Dr. Chan Kwok Keung, Charles Mr. David Edwin Bussmann Dr. Yap, Allan Ms. Fung Wan Yiu, Agnes Mr. Li Wa Kin Mr. Wong King Lam, Joseph Ms. Chau Mei Wah, Rosanna Ms. Chan Ling, Eva Mr. Chan Kwok Hung (Alternate to Dr. Chan Kwok Keung, Charles) Mr. Lui Siu Tsuen, Richard (Alternate to Dr. Yap, Allan) As at the date of this announcement, the directors of Wing On Travel are as follows : Executive Directors: Non-Executive Directors: Mr. Yu Kam Kee, Lawrence, M.B.E., J.P. (Chairman) Mr. Chan Yeuk Wai (Honorary Chairman) Mr. Cheung Hon Kit (Managing Director) Mr. Fok Kin-ning, Canning Dr. Chan Kwok Keung, Charles Ms. Shih, Edith Dr. Yap, Allan (Alternate to Mr. Fok Kin-ning, Canning) Mr. Chan Pak Cheung, Natalis Mr. Lui Siu Tsuen, Richard Independent Non-Executive Directors: Ms. Luk Yee Lin, Ellen Mr. Kwok Ka Lap, Alva Mr. Sin Chi Fai Mr. Wong King Lam, Joseph DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "associate(s)" has the meaning as ascribed to it under the Listing Rules "CEL" China Enterprises Limited, a company incorporated in Bermuda with limited liability and the shares of which are traded on the OTC Bulletin Board in the United States of America "CEL Group" CEL and its subsidiaries "Convertible Notes" HK$260 million convertible notes issued by Wing On Travel on 14 June 2004, of which a principal amount of HK$55,000,000 is outstanding as at the date of this announcement, and currently convertible into Shares at HK$0.02 per Share (subject to adjustments) "CSH" China Strategic Holdings Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Stock Exchange "CSH Group" CSH and its subsidiaries "First Placing Agreement" the placing agreement dated 30 November 2004 between CEL, Wing On Travel and the Placing Agent in respect of the placing of 3,660 million existing Shares and the conditional subscription of 3,660 million new Shares "General Mandate" the general mandate granted by shareholders of Wing On Travel at its annual general meeting held on 25 May 2004 to issue or deal with up to 3,663,346,554 new Shares "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Independent Third Parties" (in respect of Wing On Travel) a party who to the best of the knowledge, information and belief of directors of Wing On Travel having made all reasonable enquiry is a third party independent of Wing On Travel and connected persons (as defined in the Listing Rules) of Wing On Travel and (in respect of CSH) a party who to the best of the knowledge, information and belief of directors of CSH having made all reasonable enquiry is a third party independent of CSH and connected persons (as defined in the Listing Rules) of CSH "Independent Shareholders" shareholders of Wing On Travel (other than CEL and its associates) "Kingsway Transaction the announcement published by Wing On Travel Group on 24 November Announcement" 2004 in respect of the proposed acquisition of 34.24% attributable interests in Kingsway Hotel Limited which constitutes a