10:19     139 HOLDINGS<00139>-Announcement & Resumption of Trading (2)        

    of the Shareholders at the Second SGM. A circular containing,             
    among other things, further details on the Proposed Acquisition,          
    the Preliminary Agreement and the SP Agreement and a notice               
    convening the Second SGM will be despatched to the Shareholders           
    as soon as practicable in accordance with the Listing Rules.              
                                                                              
    A separate circular containing, among other things, further               
    details on the Placing together with a notice convening the First         
    SGM will be despatched to the Shareholders as soon as practicable         
    in accordance with the Listing Rules.                                     
                                                                              
    INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO EXERCISE           
    EXTREME CAUTION WHEN DEALINGS IN THE SECURITIES OF THE COMPANY.           
                                                                              
    Trading in the Shares has been suspended at the request of the            
    Company with effect from 9:31 a.m. on 20 January, 2005 pending            
    the release of this announcement. Application has been made to            
    the Stock Exchange for the resumption of trading in the Shares            
    with effect from 9:30 a.m. on 28 January, 2005.                           
                                                                              
    THE PROPOSED ACQUISITION                                                  
                                                                              
    The Preliminary Agreement                                                 
                                                                              
    Date    19 January, 2005                                                  
                                                                              
    Parties Purchaser:      Walterford, a wholly owned subsidiary of          
    the Company incorporated in the British Virgin Islands with               
    limited liability                                                         
                                                                              
    Vendor: China Travel Service (Hong Kong) Limited, the sole                
    beneficial owner of SDFP                                                  
                                                                              
    China Travel International Investment Hong Kong Limited (stock            
    code: 308) ("CTI") is the holding company of the Vendor, which            
    in turn holds 100% interest in SDFP. Based on the convertible             
    bonds offering document of CTI dated 25 September, 2003, CTI              
    is a subsidiary of China Travel Service (Holdings) Hong Kong              
    Limited which is ultimately owned by the State Council and is             
    under the administration of the Central Government of the PRC.            
                                                                              
    The Vendor and its subsidiaries are principally engaged in the            
    travel and hotel operations.                                              
                                                                              
    The Company confirms that, to the best of the Directors'                  
    knowledge, information and belief having made all reasonable              
    enquiries, the Vendor and its ultimate beneficial owner and their         
    respective Associates are third parties independent of the                
    Company and its connected persons and are not connected persons           
    of the Company.                                                           
                                                                              
    Assets to be acquired                                                     
                                                                              
    (i)     the entire issued share capital of SDFP; and                      
                                                                              
    (ii)    the shareholder's loan owed to the Vendor by SDFP which           
    amounted to approximately HK$447.6 million as shown in the                
    unaudited management accounts of SDFP as at 31 December, 2004             
    plus all interest accrued thereon (the "Shareholder's Loan").             
                                                                              
    SDFP is the owner and operator of Hotel Grandeur Macau. Based             
    on the representation of the Vendor, the principal asset of SDFP          
    is its 100% interest in Hotel Grandeur Macau, a four-star hotel           
    in Macau. Upon Completion of the Proposed Acquisition, SDFP will          
    be owned as to 100% by the Group.                                         
                                                                              
    Consideration