09:57     ASIA FINANCIAL<00662> - 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.                                                             
                                                                              
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    Asia Financial Holdings Limited                                           
    Incorporated in Bermuda with limited liability                            
    (Stock Code: 662)                                                         
                                                                              
    CONNECTED TRANSACTION                                                     
                                                                              
    DISPOSAL OF SHARES IN                                                     
    GREAT ASIA INDUSTRIAL DEVELOPMENT CO. LTD.                                
                                                                              
    The Directors announced that on 22nd April 2005, the Seller,              
    a wholly owned subsidiary of the Company, have entered into the           
    Agreement with the Purchaser, pursuant to which the Seller has            
    agreed to sell to the Purchaser and the Purchaser has agreed              
    to purchase from the Seller the Shares at a consideration of              
    US$1,235,941 (approximately HK$9,640,340).                                
                                                                              
    The Purchaser is a company ultimately owned by Mr. Tsao, a                
    Non-executive Director of the Company. Accordingly, the                   
    Purchaser is a connected person of the Company and the                    
    transaction contemplated under the Agreement constitutes a                
    connected transaction for the Company under the Listing Rules.            
    Pursuant to the Listing Rules, as each of the applicable                  
    Percentage Ratios is less than 2.5%, the Disposal is only subject         
    to announcement and reporting requirements and does not require           
    the approval of the independent shareholders of the Company.              
    Details of the Disposal is accordingly disclosed in this                  
    Announcement and will be disclosed in the Company's 2005 annual           
    report pursuant to Rule 14A.45 of the Listing Rules.                      
                                                                              
    DETAILS OF THE AGREEMENT                                                  
                                                                              
    Date                                                                      
                                                                              
    22nd April 2005                                                           
                                                                              
    Parties                                                                   
                                                                              
    (1)     the Seller as vendor, a wholly owned subsidiary of the            
    Company.                                                                  
                                                                              
    (2)     the Purchaser as purchaser, a company ultimately owned by         
    Mr. Tsao, a Non-executive Director of the Company and is                  
    considered to be a connected person of the Company pursuant to            
    the Listing Rules.                                                        
                                                                              
    Assets to be disposed                                                     
                                                                              
    1,000,000 ordinary shares of US$1 each issued and paid-up in              
    the capital of Great Asia and registered in the name of the Seller,       
    representing 5% of the entire issued share capital of Great Asia.         
                                                                              
    Consideration                                                             
                                                                              
    The consideration of the Disposal is in the sum of US$1,235,941           
    (approximately HK$9,640,340), which will be satisfied in cash             
    in the following manner:                                                  
                                                                              
    (i)     30% of the consideration to be paid within 7 working days         
    after Great Asia receives the approval of all its directors for           
    a written resolution to approve the registration of the transfer          
    of the Shares to the Purchaser or its nominee; and