Guoxia Technology Co., Ltd. — Capital/Financing Update 2006

Nov 1, 2006

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.

WING ON TRAVEL (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1189)

DELAY IN COMPLETION OF A VERY SUBSTANTIAL DISPOSAL

The Board announces that the Company, the Vendor and the Purchaser entered into the Fourth Deed of Variation on 31st October, 2006 pursuant to which, among others, (i) the date of the fulfillment of all conditions precedent for Completion, including the obtaining financing by the Purchaser in relation to the Disposal, shall be extended to 28th February, 2007; (ii) the Deposit of HK$10,317,932.45 paid by the Purchaser together with the interest accrued thereon shall be released to the Vendor on 1st November, 2006; and (iii) the Further Deposit of HK$10,317,932.45 shall be paid by the Purchaser to the Vendor on 2nd November, 2006.

Reference is made to (i) the announcement of Wing On Travel (Holdings) Limited (the “Company”) dated 14th June, 2006 and the circular of the Company dated 30th June, 2006 (the “Circular”) in relation to the proposed disposal of the Group’s entire approximately 31.73% effective interests in Kingsway Hotel to China Star Entertainment Limited; and (ii) the announcements of the Company dated 12th July, 2006, 11th August, 2006 and 12th September, 2006 in relation to the deeds of variation (the “Deeds”) which extended the period for obtaining financing by the Purchaser from within 30 days from the date of the Agreement to within 60 days and further to 90 days and 140 days from the date of the Agreement. Terms used herein shall have the same meanings as defined in the Circular unless defined otherwise.

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Pursuant to the Agreement, completion of the Agreement is conditional on, among other things, the Purchaser successfully obtaining financing from third party for the purpose of satisfying the balance of the Consideration on Completion in relation to the Disposal. The Purchaser shall ensure that such condition be fulfilled within 30 days from the date of the Agreement. On 12th July, 2006 and subsequently on 11th August, 2006 and 12th September, 2006, the Company, the Vendor and the Purchaser entered into the Deeds to extend the period for obtaining financing by the Purchaser from within 30 days from the date of the Agreement to within 60 days and further to 90 days and 140 days from the date of the Agreement (i.e. 31st October, 2006). Save for the aforesaid variation, all other terms of the Agreement remained unchanged.

On 31st October, 2006, the Company, the Vendor and the Purchaser entered into another deed of variation (the “Fourth Deed of Variation”) pursuant to which (i) the date of the fulfillment of all conditions precedent for Completion, including the obtaining financing by the Purchaser for the purpose of satisfying the balance of the Consideration, shall be extended to 28th February, 2007; (ii) the initial refundable deposit of HK$10,317,932.45 (the “Deposit”) paid by the Purchaser upon the signing of the Agreement as part payment of the Consideration together with the interest accrued thereon shall be released by the Vendor’s solicitors to the Vendor on 1st November, 2006; (iii) a further deposit as part payment of the Consideration in the sum of HK$10,317,932.45 (the “Further Deposit”) shall be paid by the Purchaser to the Vendor on 2nd November, 2006; (iv) if any of the conditions precedent for Completion has not been fulfilled (or waived as appropriate) by 28th February, 2007, either the Vendor or the Purchaser shall be entitled to rescind the Agreement whereupon the Vendor shall refund the Deposit and the Further Deposit (together with interest accrued thereon) to the Purchaser; (v) in the event that the Purchaser shall fail to complete the Agreement in accordance with the Agreement notwithstanding all the conditions precedent for Completion being fulfilled (or waived as appropriate), and the Vendor elects to rescind and/or terminate the Agreement, the Deposit and the Further Deposit together with all interest accrued thereon shall be absolutely forfeited by the Vendor; and (vi) in the event that the Vendor shall fail to complete the Agreement in accordance with the Agreement notwithstanding all the conditions precedent for Completion being fulfilled (or waived as appropriate), and the Purchaser elects to rescind and/ or terminate the Agreement, the Vendor shall refund the Deposit and the Further Deposit together with all interest accrued thereon to the Purchaser. Save for the aforesaid variations, all other terms of the Agreement shall remain unchanged. Given the existing internal resources, the Directors are of the opinion that the Group has sufficient working capital to meet its present requirement despite the delay in Completion.

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Shareholders and potential investors of the Company should note that the Disposal may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

By Order of the Board Wing On Travel (Holdings) Limited Lui Siu Tsuen, Richard Executive Director

Hong Kong, 1st November, 2006

As at the date of this announcement, the Board comprises:

Executive Directors: Independent Non-Executive Directors: Mr. Yu Kam Kee, Lawrence B.B.S., M.B.E., J.P. Mr. Kwok Ka Lap, Alva (Chairman) Mr. Sin Chi Fai Mr. Cheung Hon Kit (Managing Director) Mr. Wong King Lam, Joseph Dr. Yap, Allan Mr. Chan Pak Cheung, Natalis Mr. Lui Siu Tsuen, Richard

Please also refer to the published version of this announcement in The Standard.

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