09:58     QUALITY HEALTH<00593> - Announcement (5)                            

    Transactions during the twelve-month period ending 31 January             
    2006.                                                                     
                                                                              
    The Directors (including the independent non-executive                    
    Directors) are of the view that the Continuing Connected                  
    Transactions were entered into after arm's length negotiations            
    and reflect normal commercial terms and that the terms of these           
    agreements are fair and reasonable so far as the shareholders             
    of the Company and the Company are concerned.                             
                                                                              
    Definitions                                                               
                                                                              
    For the purposes of this announcement, capitalised terms                  
    appearing herein shall, unless the context otherwise admits,              
    have the meanings set out below:                                          
                                                                              
    "Company"       Quality HealthCare Asia Limited, an exempted company      
    incorporated in Bermuda with limited liability and the                    
    securities of which are listed on the Stock Exchange                      
                                                                              
    "Continuing Connected   connected transactions under the                  
    Insurance Brokerage Services Agreement, the Corporate                     
      Transaction(s)"       Secretarial Services Agreement and the            
    Internal Audit Consultancy Agreement, as the case may be                  
                                                                              
    "Continuing Connected   the Insurance Brokerage Services                  
    Agreement, the Corporate Secretarial Services Agreement and               
      Transaction Agreements"       the Internal Audit Consultancy            
    Agreement                                                                 
                                                                              
    "Corporate Secretarial  an agreement dated 7 February 2005                
    entered into between Wineur Secretaries and the                           
      Services Agreement"   Company in respect of the provision of            
    corporate secretarial services to the Group                               
                                                                              
    "Directors"     the board of directors of the Company                     
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Hong Kong''    the Hong Kong Special Administrative Region of the        
    People's Republic of China                                                
                                                                              
    "Independent Third      party(ies) independent of and not connected       
    with the Directors, chief executives or substantial                       
      Party(ies)"   shareholders of the Company or its subsidiaries,          
    or their respective associate(s) (as defined in the Listing Rules)        
    or not otherwise a connected person of the Company within the             
    meaning of the Listing Rules                                              
                                                                              
    "Insurance Brokerage    an agreement dated 7 February 2005                
    entered into between SHK Insurance and the Company                        
      Services Agreement"   in respect of the provision of insurance          
    brokerage services to the Group                                           
                                                                              
    "Internal Audit Consultancy     an agreement dated 7 February             
    2005 entered into between SHKCS and the Company in                        
      Agreement"    respect of the provision of internal audit and            
    compliance consultancy services to the Group                              
                                                                              
    "Listing Rules''        the Rules Governing the Listing of                
    Securities on the Stock Exchange                                          
                                                                              
    "SHK"   Sun Hung Kai & Co. Limited, a company incorporated under          
    the laws of Hong Kong with limited liability and the shares of            
    which are listed on the Stock Exchange                                    
                                                                              
    "SHKCS" SHK Consultancy Services Limited, a company                       
    incorporated in Hong Kong with limited liability and is