09:31 USI (U SUCCESS)<00369> & WINSOR PPT HOLD<01036>-Joint Ann.-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 USI HOLDINGS LIMITED WINSOR PROPERTIES HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Incorporated in Cayman Islands with limited liability) (Stock Code : 369) (Stock Code : 1036) CONNECTED TRANSACTION JOINT ANNOUNCEMENT On 14 March 2005, USI and WPHL entered into the MOA. Pursuant to the MOA, subject to the approval of the Transaction by the independent shareholders of each of USI and WPHL, the capital of Pangold shall be restructured such that the effective interests of USI and WPHL therein shall be 80% and 20% respectively and Pangold shall hold the Property for investment purpose. The Property may be redeveloped for sale if the market condition, the costs involved and the risk levels associated therewith are considered suitable, justifiable and acceptable respectively. USI and WPHL are connected persons of each other. The Transaction constitutes a connected transaction for both USI and WPHL under the Listing Rules and is subject to approvals of USI Independent Shareholders and WPHL Independent Shareholders. A circular containing, among other things, details of the MOA and the Transaction, a letter from the USI Independent Board Committee and an opinion of an independent financial adviser, together with a notice convening the SGM to approve the Transaction will be despatched to the USI Shareholders as soon as practicable. A circular containing, among other things, details of the MOA and the Transaction, a letter from the WPHL Independent Board Committee and an opinion of an independent financial adviser, together with a notice convening the EGM to approve the Transaction will be despatched to WPHL Shareholders as soon as practicable. THE MOA Date: 14 March 2005 Parties: USI and WPHL Property All That piece or parcel of ground registered in the Land Registry as The Remaining Portion of Kowloon Inland Lot No. 4022 together with all messuages erections and buildings erected thereon now known as No.157 Argyle Street, Kowloon which was acquired by Pangold on 31 January 2005 by way of public tender at the tender purchase price of HK$250.1 million. The Property has a site area of approximately 18,000 square feet. Acquisition of the Property by Pangold was completed on 1 March 2005. Purpose of the MOA: The MOA is an agreement whereby, subject to the approval of the Transaction by USI Independent Shareholders and WPHL Independent Shareholders, USI and WPHL will be interested in 80% and 20% respectively in the equity of Pangold and will provide financial support to Pangold in the said proportions and Pangold will hold the Property for investment purpose and for redevelopment if a decision to do so shall have been made. After completion of the Transaction, Pangold will become an 80%-owned subsidiary of USI and its accounts will be consolidated into that of USI. After completion of the Transaction, Pangold will become a 20%-owned associated company of WPHL and its accounts will be equity accounted for by WPHL. Total investment amount: As at the date of the MOA, the total investment of Pangold in the Property is about HK$ 262 million which includes the tender purchase price of the Property in the sum of HK$250.1 million and the stamp duty, legal and other costs incurred in the acquisition of the Property which has already been paid and other minor expenses such as estate agent commission, registration fees and insurances which will be paid before completion of the Transaction. The total investment amount has been and, before completion of the Transaction, will be funded by the internal resources of USI. As mentioned above, subject to the fulfillment of the condition precedent referred to below, the capital of Pangold will be restructured such that the effective interests of USI and WPHL therein shall be 80%