09:39     USI (U SUCCESS)<00369> - Announcement (1)                           

                                                                              
    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    USI HOLDINGS LIMITED                                                      
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code : 369)                                                        
                                                                              
    POSSIBLE JOINT VENTURE ARRANGEMENT RELATING TO                            
    PACKAGE ONE OF THE TSEUNG KWAN O PROJECT                                  
    - VERY SUBSTANTIAL ACQUISITION                                            
                                                                              
    On 12 January 2005, USI entered into the MOA with Nan Fung. Pursuant to   
    the MOA, Nan Fung and USI agreed to establish JVCO as a joint venture to  
     execute the Project, if JVCO's tender for the Project is successful and  
     shareholders of USI approve the establishment of the joint venture       
    through JVCO.                                                             
                                                                              
    Pursuant to the MOA, subject to the fulfilment of the conditions          
    referred to above each of USI and Nan Fung will each hold 50%             
    shareholding in the JVCO and USI will reimburse Nan Fung for half of the  
     tender deposit paid and costs incurred in relation to the tender         
    submitted by the JVCO and will indemnify Nan Fung against 50% of Nan      
    Fung's liabilities in respect of a bank undertaking given in connection   
    with the tender. The Company will make a further announcement after the   
    results of the tender are announced by MTRC.                              
                                                                              
    The formation of a joint venture through the JVCO by USI under the MOA    
    if it proceeds will be a very substantial acquisition for USI under the   
    Listing Rules. It is therefore subject to the approval of shareholders    
    of USI in general meeting. A circular containing the details of the MOA   
    and notice of the SGM will be despatched in due course. If the tender is  
     unsuccessful, the JVCO will not be established.                          
     Summary of the MOA:                                                      
                                                                              
    Date of agreement   :   12 January 2005                                   
                                                                              
    Parties   :   USI                                                         
          Nan Fung                                                            
                                                                              
          To the best of the knowledge, information and belief of the         
    directors of USI and having made all reasonable enquiries, Nan Fung and   
    its ultimate beneficial owner are independent third parties not           
    connected with USI, and directors, chief executive or substantial         
    shareholders of USI or any of its subsidiaries or any of their            
    respective associates as defined in the Listing Rules.                    
                                                                              
    Purpose of the MOA   :   The MOA is an agreement to establish the JVCO    
    as a joint venture for the purpose of executing the Project, if JVCO's    
    tender for the Project is successful and shareholders of USI approve the  
     establishment of the joint venture through JVCO. Subject to the          
    fulfilment of the conditions referred to above each of USI and Nan Fung   
    will each hold 50% shareholding in the JVCO and USI will reimburse Nan    
    Fung for half of the tender deposit paid and costs incurred in relation   
    to the tender submitted by the JVCO and will indemnify Nan Fung against   
    50% of Nan Fung's liabilities in respect of a bank undertaking given by   
    it in connection with the tender.                                         
                                                                              
    Business objective of   :   The JVCO is established for the purpose of    
    and tendering for the                                                     
      the JVCO      Project and if successful, developing it. The JVCO,       
    currently an indirect wholly owned subsidiary of Nan Fung, has been       
    incorporated on 24 September 2004. The JVCO has not carried out any       
    business activities since the date of its incorporation.                  
                                                                              
          Under the MOA, subject to the fulfilment of the conditions          
    described above, JVCO will be restructured to become a joint venture of   
    USI and Nan Fung so that it is owned as to 50% by each of them.           
                                                                              
    Total investment amount   :   The total commitment of USI in respect of   
    JVCO comprises the following:-                                            
                                                                              
          *   USI will be required to reimburse Nan Fung (a) HK$10,000,000,   
    being 50% of the tender deposit paid and (b) 50% of the external costs    
    incurred in respect of the tender by JVCO;                                
                                                                              
          *   USI will be required to indemnify Nan Fung against 50% of its   
    liabilities under and in respect of a bank undertaking given in respect   
    of the tender;                                                            
                                                                              
          *   USI will be required to provide 50% of the funding required by  
     the JVCO to execute the Project.