09:12     CARRY WEALTH<00643> - 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.                                
                                                                              
    CARRY WEALTH HOLDINGS LIMITED                                             
    (Incorporated in Bermuda with limited liability)                          
    Web Site: http://www.carrywealth.com                                      
    (Stock Code: 643)                                                         
                                                                              
    DISCLOSEABLE AND CONNECTED TRANSACTION                                    
    DEEMED DISPOSAL BY VIRTUE OF THE DILUTION OF                              
    SPL'S INTEREST IN SWHT                                                    
                                                                              
    On 18th May, 2005, SPL, an indirect subsidiary of                         
    the Company, and SDWQ entered into the Agreement                          
    pursuant to which, inter alia, the parties agreed                         
    that the registered capital of SWHT will be                               
    increased from US$8,250,000 (approximately                                
    HK$64,350,000) to US$12,375,000 (approximately                            
    HK$96,525,000) and that the additional registered                         
    capital will be solely contributed by SDWQ. Upon                          
    the increase in the registered capital of SWHT                            
    becoming effective, SWHT, which is currently owned                        
    as to 60% by SPL and as to 40% by SDWQ, will be owned                     
    as to 40% by SPL and as to 60% by SDWQ. Such dilution                     
    of interest is treated as a deemed disposal by the                        
    Company of an interest in SWHT under Rule 14.29 of                        
    the Listing Rules.                                                        
                                                                              
    SDWQ is a substantial shareholder of SWHT, which                          
    is currently an indirect subsidiary of the Company.                       
    SDWQ is regarded as a connected person of the                             
    Company under Rule 14A.11(1) of the Listing Rules.                        
    Accordingly, the Agreement and the related                                
    transactions would constitute connected                                   
    transaction for the Company under the Listing Rules.                      
    The Disposal will be subject to the reporting,                            
    announcement and shareholders' approval                                   
    requirements under Rule 14A.17 of the Listing Rules.                      
    The Disposal would also constitute a discloseable                         
    transaction for the Company under Rule 14.06(2) of                        
    the Listing Rules.                                                        
                                                                              
    An independent board committee comprising the                             
    independent non-executive Directors has been                              
    formed to advise the Shareholders on the terms of                         
    the Agreement and the Disposal and an independent                         
    financial adviser has been appointed to advise the                        
    independent board committee of the Company and the                        
    Shareholders on the terms of the Agreement and the                        
    Disposal. A circular containing, amongst other                            
    things, a notice convening the SGM and further                            
    details relating to the Agreement and the Disposal                        
    and the advice letter from the independent                                
    financial adviser on the Agreement and the Disposal                       
    will be despatched to the Shareholders as soon as                         
    practicable.                                                              
                                                                              
    The Agreement                                                             
    Date:   18th May, 2005                                                    
                                                                              
    Parties:   (1)   SDWQ                                                     
       (2)   SPL, an indirect subsidiary of the Company                       
                                                                              
    Subject matter:   The parties agreed that the                             
    registered capital of SWHT will be increased from                         
    US$8,250,000 to US$12,375,000 and that the                                
    additional registered capital will be solely                              
    contributed by SDWQ in cash within 4 months upon                          
    the date of issue of the new business licence of                          
    SWHT.                                                                     
                                                                              
    Condition:   The Agreement is subject to the                              
    obtaining of all necessary approvals required of                          
    SPL or the Company under the applicable laws of Hong                      
    Kong and/or the Listing Rules (if any). The                               
    necessary approval will be the approval by the                            
    Shareholders at the SGM.