10:23     139 HOLDINGS<00139>-Announcement & Resumption of Trading(11)        

    all executive Directors.                                                  
                                                                              
    (iii)   Percentage may be added or reduced for rounding purposes.         
                                                                              
    LISTING RULES IMPLICATIONS                                                
                                                                              
    The Proposed Acquisition and the SP Agreement will constitute             
    a very substantial acquisition for the Company under the Listing          
    Rules and will be subject to, inter alia, approval 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 together with 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.                                     
                                                                              
    GENERAL                                                                   
                                                                              
    The Board wishes to emphasise that the Proposed Acquisition is            
    subject to the Vendor and Walterford entering into the SP                 
    Agreement and the fulfillment of the relevant conditions. There           
    is no assurance that the terms in the Preliminary Agreement will          
    be the same as the SP Agreement. A further announcement                   
    containing details of the SP Agreement will be issued once it             
    is signed.                                                                
                                                                              
    AS THE FINAL TERMS FOR THE PROPOSED ACQUISITION WILL BE SUBJECT           
    TO THE SP AGREEMENT, INVESTORS AND SHAREHOLDERS OF THE COMPANY            
    ARE URGED TO EXERCISE EXTREME CAUTION WHEN DEALINGS IN THE                
    SECURITIES OF THE COMPANY.                                                
                                                                              
    SUSPENSION AND RESUMPTION OF TRADING                                      
                                                                              
    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 on            
    the Stock Exchange for a resumption of trading in the Shares              
    with effect from 9:30 a.m. on 28 January, 2005.                           
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, unless the context otherwise requires,              
    the following terms shall have the following meanings:                    
                                                                              
    "Associates"    :       has the same meaning ascribed thereto under the   
    Listing Rules                                                             
                                                                              
    "Best Effort Placing"   :       the placing of 2,000,000,000 new          
    Shares under the Best Effort Placing Agreement on a best effort           
    basis                                                                     
                                                                              
    "Best Effort Placing Agreement" :       the placing agreement             
    between the Company and the Placing Agent dated 27 January, 2005          
    in relation to the Best Effort Placing                                    
                                                                              
    "Best Effort Placing Shares"    :       a maximum of 2,000,000,000        
    new Shares to be placed on a best effort basis pursuant to the            
    Best Effort Placing Agreement                                             
                                                                              
    "Board" :       the board of Directors                                    
                                                                              
    "Company"       :       139 Holdings Limited (Stock code: 139), a company 
    incorporated in Bermuda with limited liability, the issued                
    Shares of which are listed on the Main Board of the Stock Exchange