09:31     WING ON TRAVEL<01189> - Announcement (2)                            

                                                                              
     Wei and 19.25% equity interest in Kingsway is different from the         
    Independent Third Parties holding 50% equity interest in Feng Ze          
    Investments Limited.                                                      
                                                                              
    As shown in the above chart, the attributable interest held by Triumph    
    in Kingsway has been increased from 42.8% to 55.75% after the             
    Transactions and the Transfer. The parties therefore agreed to enter      
    into the Supplemental Agreement to amend the terms of the Agreement       
    taking into account the changes in the shareholding structure of          
    Kingsway above.                                                           
                                                                              
    Terms of the Supplemental Agreement                                       
                                                                              
    The principal amendments to the Agreement as stipulated in the            
    Supplemental Agreement are as follows:                                    
                                                                              
    (i)   Subject of the sale and purchase                                    
                                                                              
       Pursuant to the Supplemental Agreement, the Purchaser agreed to        
    acquire, and the Vendor agreed to sell, approximately 65.04% of the       
    issued share capital of Triumph, instead of 80% as previously agreed in   
    the Agreement. Accordingly, the attributable interest in Kingsway being   
    acquired by the Purchaser was increased from approximately 34.24% to      
    36.26%.                                                                   
                                                                              
       The Vendor remained as the holder of the approximately 34.96% equity   
    interest in Triumph at Completion.                                        
                                                                              
    (ii)   The Consideration                                                  
                                                                              
       As a result of the above change in the attributable percentage         
    interest in Kingsway being acquired, the Consideration was                
    proportionally adjusted from approximately HK$157.5 million to HK$166.8   
    million under the Supplemental Agreement.                                 
                                                                              
       As the total amount of deposits of approximately HK$20.8 million has   
    been paid by the Purchaser to the Vendor, the balance of the              
    Consideration payable on Completion was revised to approximately          
    HK$146.0 million.                                                         
                                                                              
       The additional Consideration of approximately HK$9.3 million payable   
    by the Purchaser pursuant to the Supplemental Agreement was financed by   
    the internal resources of the Group.                                      
                                                                              
    Save for the above, there have been no other material amendments to the   
    Agreement.                                                                
                                                                              
    EFFECT OF THE SUPPLEMENTAL AGREEMENT                                      
                                                                              
    Upon Completion, Kingsway became an associated company of Xin Wei and     
    Xin Son, and Xin Son became a subsidiary of Triumph which in turn became  
     a subsidiary of the Company. The accounts of Kingsway will therefore be  
     equity accounted for in the accounts of Xin Wei and Xin Son, and the     
    accounts of Xin Son and Triumph will be consolidated into the accounts    
    of Triumph and the Group respectively.                                    
                                                                              
    The aforesaid accounting treatments have not been changed by reason of    
    the additional equity interest being acquired by the Purchaser under the  
     Supplemental Agreement, and the Supplemental Agreement has no material   
    impact on the Group's principal activities and risk exposures.            
                                                                              
    Pursuant to the Agreement as amended by the Supplemental Agreement, the   
    Vendor has procured the appointment of directors to the Acquirors and     
    Xin Son as nominated by the Purchaser. The Vendor will also use his best  
     endeavours to procure the appointment of one person as the Purchaser     
    may nominate as a director of each of Kingsway and Xin Wei.               
                                                                              
    COMPLETION                                                                
                                                                              
    The Directors are pleased to announce that all the conditions precedent   
    to completion of the Agreement (as amended by the Supplemental            
    Agreement) have been fulfilled and completion thereof took place on 17th  
     February, 2005.                                                          
                                                                              
    GENERAL                                                                   
                                                                              
    Copies of this announcement will be sent to the Shareholders for          
    information purposes.                                                     
                                                                              
    By Order of the Board                                                     
    Wing On Travel (Holdings) Limited                                         
    Cheung Hon Kit                                                            
    Managing Director                                                         
                                                                              
    Hong Kong, 22nd February, 2005