09:31     USI (U SUCCESS)<00369> & WINSOR PPT HOLD<01036>-Joint Ann.-3        

    DEFINITIONS                                                               
                                                                              
    "associate(s)"   has the meaning ascribed to it under the Listing Rules   
                                                                              
    "connected person(s)"   has the meaning ascribed to it under the Listing  
     Rules                                                                    
                                                                              
    "EGM"   the extraordinary general meeting of WPHL to be held to approve   
    the Transaction                                                           
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong Kong               
                                                                              
    "Listing Rules"   the Rules Governing the Listing of Securities on the    
    Stock Exchange                                                            
                                                                              
    "MOA"   A Memorandum of Agreement entered into between USI and WPHL on    
    14 March 2005, brief particulars of which are set out in this             
    announcement                                                              
                                                                              
    "Pangold"   Pangold Development Limited, a limited liability company      
    incorporated in Hong Kong on 23 June 1997 and a wholly-owned subsidiary   
    of USI as at the date of the MOA. Pangold has not carried on any          
    activities apart from the acquisition of the Property                     
                                                                              
    "SGM"   the special general meeting of USI to be held to approve the      
    Transaction                                                               
                                                                              
    "Stock Exchange"   The Stock Exchange of Hong Kong Limited                
                                                                              
    "Transaction"   The transaction contemplated under the MOA                
                                                                              
    "USI"   USI Holdings Limited, a limited liability company established in  
     Bermuda, the shares of which are listed on the Stock Exchange            
                                                                              
    "USI Independent    an independent committee of the board of directors    
    of USI established for                                                    
      Board Committee"   the purpose of reviewing and advising USI            
    Independent Shareholders on the Transaction                               
                                                                              
    "USI Independent    USI Shareholders other than WPHL and its associates   
      Shareholders"                                                           
                                                                              
    "USI Shareholder(s)"   holders of issued share(s) of HK$0.50 each in the  
     share capital of USI                                                     
                                                                              
    "WPHL"   Winsor Properties Holdings Limited, a limited liability company  
     incorporated under the laws of the Cayman Islands, the shares of which   
    are listed on the Stock Exchange                                          
                                                                              
    "WPHL Independent    an independent committee of the board of directors   
    of the WPHL                                                               
      Board Committee"   established for the purpose of reviewing and         
    advising WPHL Independent Shareholders on the Transaction                 
                                                                              
    "WPHL Independent    WPHL Shareholders other than USI and its associates  
                                                                              
      Shareholders"                                                           
                                                                              
    "WPHL Shareholders"   holders of issued share(s) of HK$0.01 each in the   
    share capital of WPHL                                                     
                                                                              
       By order of the Board of   By order of the Board of                    
       USI Holdings Limited   Winsor Properties Holdings Limited              
       Au Hing Lun, Dennis   Wong Hau Yan, Helvin                             
       Executive Director &   Company Secretary                               
       Company Secretary                                                      
                                                                              
       Hong Kong, 14 March 2005   Hong Kong, 14 March 2005                    
                                                                              
    Members of the Board of Directors of USI:                                 
                                                                              
    Executive Directors:                                                      
    Mr. Cheng Wai Chee, Christopher, Mr. Cheng Wai Sun, Edward, Mr. Cheng     
    Man Piu, Francis, Mr. Ng Tak Wai, Frederick and Mr. Au Hing Lun, Dennis   
                                                                              
    Non-executive Directors:                                                  
    Mr. Cheng Wai Keung, Mr. Kwok Ping Luen, Raymond, Mr. Wong Yick Kam,      
    Michael and Mr. Hong Pak Cheung, William                                  
                                                                              
    Independent Non-executive Directors:                                      
    Mr. Simon Murray, Mr. Fang Hung, Kenneth and Mr. Yeung Kit Shing,         
    Jackson                                                                   
                                                                              
    Members of the Board of Directors of WPHL: