09:57     QUALITY HEALTH<00593> - Announcement (2)                            

    services and its customers include the Group and other                    
    Independent Third Parties.                                                
                                                                              
    Nature of Transaction:  SHK Insurance will assist the Group in            
    procuring insurance policies to be taken out with third party             
    insurers.                                                                 
                                                                              
    Terms:  The premium for any insurance policy proposed by SHK              
    Insurance under the Insurance Brokerage Services Agreement shall          
    be such premium as would be charged by SHK Insurance to an                
    independent third party when dealing at arm's length having               
    regard to any other special circumstances such as arm's length            
    negotiated volume discounts.                                              
                                                                              
    Annual cap:     HK$6 million                                              
                                                                              
    Basis of the annual cap:        The aggregate insurance brokerage         
    service fees incurred by the Group to SHK Insurance in the period         
    between 2 February 2004 and 31 January 2005 amounted to                   
    approximately HK$3.6 million. This historical service charge              
    paid by the Group reflects the actual level of requirement for            
    insurance brokerage services and in determining the annual cap,           
    besides taking into account the aforementioned service fees paid          
    by the Group in the period between 2 February 2004 and 31 January         
    2005, the Directors have also taken into consideration the                
    existing scales of the Group's operations and the anticipated             
    growth of the Group, the general insurance market in the next             
    year, and a review of the present insurance coverage and having           
    done so, the aggregate annual amount payable by the Group under           
    the Insurance Brokerage Services Agreement for the twelve-month           
    period ending 31 January 2006 is expected not to exceed HK$6              
    million and accordingly, the annual cap for the transactions              
    under the Insurance Brokerage Services Agreement is set at HK$6           
    million.                                                                  
                                                                              
    Reason for the Transaction:     The principal business of the Group       
    is health administration, medical scheme administration and the           
    provision of healthcare services and it is essential for the              
    business operation of the Group that it be provided with                  
    insurance brokerage services. The Company had used the services           
    of certain other insurance brokers prior to the engagement of             
    SHK Insurance and the Company may engage other Independent Third          
    Parties to provide insurance brokerage services. The Directors            
    engaged SHK Insurance in view of its market standing,                     
    capabilities and experience.                                              
                                                                              
    The Corporate Secretarial Services Agreement                              
                                                                              
    Date:   7 February 2005                                                   
                                                                              
    Effective Period:       One year commencing from 1 February 2005          
                                                                              
    Party A:        The Company                                               
                                                                              
    Party B:        Wineur Secretaries. The principal business activity       
    of Wineur Secretaries is the provision of company secretarial             
    services. It provides such services to the Group, SHK and its             
    subsidiaries .                                                            
                                                                              
    Nature of Transaction:  Provision of services of a company                
    secretary and corporate secretarial services to the companies             
    in the Group.                                                             
                                                                              
    Terms:  The services to be provided by Wineur Secretaries are             
    classified into two types, namely routine services and                    
    non-routine services. The retainer fee for the routine services           
    is HK$863,000 per year which is agreed on an arm's length basis           
    in view of the services required. The service fee for the                 
    provision of non-routine services for non-recurring or ad hoc             
    transactions will be agreed