10:05     139 HOLDINGS<00139> - Announcement (6)                              

    "China Travel Service"  :       China Travel Service (Hong Kong)          
    Limited, a company incorporated in Hong Kong with limited                 
    liability                                                                 
                                                                              
    "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        
                                                                              
    "Completion"    :       completion of the Proposed Acquisition in         
    accordance with the terms  and conditions of the SP Agreement             
                                                                              
    "connected person(s)"   :       has the same meaning ascribed thereto     
    under the Listing Rules                                                   
                                                                              
    "Consideration" :       HK$500 million, being the aggregate               
    consideration payable by Walterford to the Vendors pursuant to            
    the SP Agreement                                                          
                                                                              
    "Convertible Notes"     :       convertible notes in the aggregate        
    principal amount of HK$250 million to be issued by the Company,           
    details of which are set out in the paragraph headed "Principal           
    terms of the Convertible Notes" in the Announcement and in this           
    announcement                                                              
                                                                              
    "Findco Enterprises"    :       Findco Enterprises Limited, a company     
    incorporated in Western Samoa with limited liability                      
                                                                              
    "Group" :       the Company and its subsidiaries                          
                                                                              
    "Hong Kong"     :       the Hong Kong Special Administrative Region of    
    the People's Republic of China                                            
                                                                              
    "Listing Rules" :       the Rules Governing the Listing of                
    Securities on the Stock Exchange                                          
                                                                              
    "Macau" :       the Macau Special Administrative Region of the            
    People's Republic of China                                                
                                                                              
    "Management Agreement"  :       the hotel management agreement to         
    be entered into between SDFP and the Vendors (or its assignee)            
                                                                              
    "Net Asset Value"               the net asset value of SDFP of            
    approximately HK$61.64 million (as adjusted after the                     
    Annoucement and subject to further adjustment) as at 31 December,         
    2004                                                                      
                                                                              
    "Preliminary Agreement" :       the legally binding preliminary           
    sale and purchase agreement dated 19 January, 2005 and entered            
    into between Walterford and China Travel Service setting out              
    the preliminary terms between the parties thereto in connection           
    with the Proposed Acquisition                                             
                                                                              
    "Properties"    :       the Hotel Grandeur Macau and certain car park     
    spaces in Macau                                                           
                                                                              
    "Proposed Acquisition"  :       the proposed acquisition by               
    Walterford from the Vendors of the entire issued share capital            
    of SDFP and the Shareholder's Loan                                        
                                                                              
    "SDFP"  :       Sociedade De Fomento Predial Fu Wa (Macau) Limitada,      
    a company incorporated under the laws of Macau                            
                                                                              
    "Share(s)"      :       share(s) of the Company of HK$0.01 each           
                                                                              
    "Shareholder(s)"        :       the holder(s) of the Share(s)             
                                                                              
    "SFC"   :       the Securities and Futures Commission                     
                                                                              
    "SGM"   :       the special general meeting of the Shareholders