09:35 WO KEE HONG<00720> - 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. WO KEE HONG (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 720) MAJOR TRANSACTION PROPOSED SETTLEMENT OF AMOUNT DUE UNDER LOAN AGREEMENT DATED 28 JUNE 2002 On 24 February 2005, - MHI, WKHL, the Company, Stoneycroft and Ever Rising entered into the Deed of Settlement in relation to the settlement of the Debt due from WKHL to MHI under the Loan Agreement by payment of an amount of US$6 million (equivalent to approximately HK$46.8 million) in two equal instalments of US$3 million (equivalent to approximately HK$23.4 million) each payable on or before 15 and 18 March 2005 respectively; - MHI, Stoneycroft, WKHL and the Company entered into the Deed of Amendment A in relation to the Deed of Charge A in respect of Property A; and - MHI, Ever Rising, WKHL and the Company entered into the Deed of Amendment B in relation to the Deed of Charge B in respect of Property B. Each of WKHL, Stoneycroft and Ever Rising is a wholly owned subsidiary of the Company. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, MHI and its ultimate beneficial owners are Independent Third Parties. The Settlement constitutes a major transaction for the Company under the Listing Rules and shall be subject to the Shareholders' approval. No Shareholder is required to abstain from voting on the resolutions relating to the Settlement. The Controlling Shareholders, which as at the date of this announcement are in aggregate interested in approximately 57.89% of the issued share capital of the Company have on 18 February 2005 issued a written approval approving the Deed of Settlement and the Settlement and the performance by the Company of its obligations thereunder. The written approval from the Controlling Shareholders is accepted in place of holding a general meeting under Rule 14.44 of the Listing Rules and no general meeting will be convened for the purpose of approving the Deed of Settlement and the Settlement. A circular containing details of the Settlement, including the Deed of Settlement and the Deed of Amendment, will be dispatched to Shareholders within 21 days after the date of this announcement. INTRODUCTION Reference is made to the announcements made by the Company dated 30 November 2001, 27 March 2002, 31 May 2002 and 2 July 2002 respectively and the circular dated 18 July 2002 issued by the Company. It is stated in the Announcements and the circular dated 18 July 2002 issued by the Company that, among other things, on 28 June 2002, MHI as the lender, WKHL as the borrower and the Company as the guarantor have entered into the Loan Agreement in relation to a loan for the amount of US$17,039,689.38 (equivalent to approximately HK$133.0 million) for a term of fifteen years with the principal