09:31     WING ON TRAVEL<01189> - 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.                   
                                                                              
                                                                              
    WING ON TRAVEL (HOLDINGS) LIMITED                                         
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 1189)                                                        
                                                                              
    SIGNING OF SUPPLEMENTAL AGREEMENT                                         
    AND                                                                       
    COMPLETION OF ACQUISITION OF INTEREST IN                                  
    KINGSWAY HOTEL LIMITED                                                    
                                                                              
                                                                              
    Further to the Agreement dated 20th November, 2004, the parties entered   
    into the Supplemental Agreement on 17th February, 2005 to amend the       
    terms of the Acquisition that the attributable interest in Kingsway       
    acquired by the Purchaser was increased from approximately 34.24% to      
    36.26% and the Consideration was proportionally adjusted from             
    approximately HK$157.5 million to HK$166.8 million which has been         
    settled in cash.                                                          
                                                                              
    The Directors are pleased to announce that the completion of the          
    Agreement (as amended by the Supplemental Agreement) took place on 17th   
    February, 2005.                                                           
                                                                              
    Reference is made to the announcement of the Company dated 24th           
    November, 2004 (the "Announcement") and the circular of the Company       
    dated 16th December, 2004 (the "Circular") in relation to the Group's     
    acquisition of an 80% equity interest in Triumph which in turn holds a    
    42.8% attributable interest in Kingsway. Capitalised terms used in this   
    announcement have the same meanings as those defined in the Circular      
    unless otherwise specified.                                               
                                                                              
    THE SUPPLEMENTAL AGREEMENT                                                
                                                                              
    Further to the Agreement dated 20th November, 2004, the parties entered   
    into a supplemental agreement (the "Supplemental Agreement") on 17th      
    February, 2005 to amend the terms of the Acquisition.                     
                                                                              
    Reasons for the Supplemental Agreement                                    
                                                                              
    As set out in the Announcement and the Circular, for the purpose of the   
    Acquisition, the Vendor has effected the Reorganisation such that         
    Triumph holds 85.6% of the entire issued share capital of Xin Son which   
    in turn, directly and indirectly, holds a 50% attributable interest in    
    Kingsway prior to Completion. A 42.8% attributable interest in Kingsway   
    is thus held by Triumph.                                                  
                                                                              
    Set out below is the shareholding structure of the Triumph Group upon     
    completion of the Reorganisation but before accounting for the effect of  
     the Supplemental Agreement, which was also contained in the Circular:    
                                                                              
                                                                              
                                                                              
    Note:   The Independent Third Parties holding 14.4% equity interest in    
    Xin Son are different from the Independent Third Parties holding 50%      
    equity interest in Xin Wei and 25% equity interest in Kingsway.           
                                                                              
    Since the Agreement, the Vendor, through his two wholly-owned companies   
    (the "Acquirors"), has in effect further acquired from Independent Third  
     Parties (i) all the remaining 14.4% of both the shareholding interests   
    of and the shareholders' loans owing from Xin Son at a cash               
    consideration of approximately HK$33.1 million; and (ii) 50% equity       
    interest in Feng Ze Investments Limited which directly holds 11.5%        
    equity interest in Xin Wei and 5.75% equity interest in Kingsway,         
    together with the same proportionate share of shareholders' loans due     
    from Xin Wei and Kingsway at an aggregate cash consideration of           
    approximately HK$26.5 million (together, the "Transactions"). On 17th     
    February, 2005, the Vendor transferred to Triumph such additional direct  
     and indirect interests in Xin Son, Xin Wei and Kingsway together with    
    all the shareholders' loans extended by the Vendor to the Acquirors for   
    the Transactions (the "Transfer") in exchange for the same amount of new  
     shares in Triumph under the Supplemental Agreement.                      
                                                                              
    Set out below is the simplified chart showing direct and indirect         
    shareholding in Kingsway after the Reorganisation, the Transactions and   
    the Transfer and upon Completion:                                         
                                                                              
                                                                              
                                                                              
    Note:   The Independent Third Party holding 38.5% equity interest in Xin