10:04     139 HOLDINGS<00139> - 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.                                                             
                                                                              
    139 HOLDINGS LIMITED                                                      
    *                                                                         
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 139)                                                         
                                                                              
    VERY SUBSTANTIAL ACQUISITION - ENTERING INTO OF THE SP AGREEMENT          
    IN RESPECT OF THE PROPOSED ACQUISITION OF                                 
    AN EQUITY INTEREST IN A MACAU HOTEL COMPANY                               
                                                                              
    The Board is pleased to announce that the Company has entered             
    into the SP Agreement on 2 February, 2005 in relation to the              
    Proposed Acquisition as disclosed in the Announcement.                    
                                                                              
    The Consideration will be satisfied by (i) HK$250 million in              
    cash; and (ii) Convertible Notes in the aggregate principal               
    amount of HK$250 million. A summary of the differences in the             
    principal terms between the Preliminary Agreement and the SP              
    Agreement is set out in the section headed "Proposed Acquisition"         
    below.                                                                    
                                                                              
    The Proposed Acquisition under the SP Agreement constitutes a             
    very substantial acquisition for the Company under the Listing            
    Rules and will be subject to, inter alia, approval of the                 
    Shareholders at the SGM. A circular containing, among other               
    things, further details on the Proposed Acquisition and the SP            
    Agreement together with a notice convening the SGM will be                
    despatched to the Shareholders as soon as practicable in                  
    accordance with the Listing Rules.                                        
                                                                              
                                                                              
    Reference is made to the Announcement. The Board is pleased to            
    announce that the Company has entered into the SP Agreement on            
    2 February, 2005.                                                         
                                                                              
    PROPOSED ACQUISITION                                                      
                                                                              
    SP Agreement                                                              
                                                                              
    Date:   2 February, 2005                                                  
                                                                              
    Purchaser:      Walterford, a wholly owned subsidiary of the              
    Company incorporated in the British Virgin Islands with limited           
    liability                                                                 
                                                                              
    Vendors:        (1)     China Travel Service, a company incorporated in   
    Hong Kong with limited liability                                          
                                                                              
            (2)     Findco Enterprises, a company incorporated in Western     
    Samoa with limited liability. Findco Enterprises is a nominee             
    company of China Travel Service which holds 10% of the equity             
    interests in SDFP.                                                        
                                                                              
    As informed by the Vendors, China Travel International                    
    Investment Hong Kong Limited (stock code: 308) ("CTII") holds             
    an indirect equity interests of 100 % in the Vendors, which in            
    turn, together hold 100% equity interests in SDFP. Based on the           
    convertible bonds offering document of CTII dated 25 September,           
    2003, CTII 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 Company confirms that, to the best of the Directors'                  
    knowledge, information and belief and having made all