THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

ANNOUNCEMENT

In relation to the matter of Victory Group Limited
(Stock Code: 1139)

Proceeding to the third stage of the delisting procedures
as stipulated under Practice Note 17 to the
Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited (the Listing Rules)

The Stock Exchange of Hong Kong Limited (the Exchange) announces that effective from the date of this announcement, Victory Group Limited (the Company) will be placed into the third stage of the delisting procedures in accordance with Practice Note 17 to the Listing Rules (the Delisting Procedures).  Practice Note 17 formalises the procedures to be adopted in dealing with long suspended companies.

Dealing in the shares of the Company has been suspended since 27 September 2006.  At the end of the second stage of the Delisting Procedures, the Company has not submitted viable resumption proposal.  A viable resumption proposal will need to demonstrate that the Company has a sufficient level of operations or has tangible assets of sufficient value and/or intangible assets for which a sufficient potential value can be demonstrated to the Exchange to warrant the continued listing of the Company’s shares on the Exchange as required under Listing Rule 13.24.  Given the circumstances of the Company, the Company is required to (i) publish all outstanding financial results of the Group as required under the Listing Rules; (ii) address any concerns that may be raised by the Company’s auditors through the qualification of their audit report on the financial statements of the Group published after the suspension; and (iii) demonstrate that the Company has adequate financial reporting system and internal control procedures to enable it to meet its obligations under the Listing Rules.

In view of the absence of any viable resumption proposal and the Company’s continued failure to demonstrate its compliance with the requirements stipulated under Listing Rule 13.24, the Company will now be placed in the third stage of the Delisting Procedures.  The Company will have a final period of six months for the submission of a viable resumption proposal and to remedy those matters that gave rise to the Exchange’s proposal to cancel the listing of the Company.  A viable resumption proposal should be submitted at least 10 business days (as defined in the Listing Rules) before the expiry of the six-month period.  If the Company has not submitted a viable resumption proposal as required, the Exchange intends to cancel the listing of the Company on the expiry of the six-month period from the date of this announcement (i.e. 17 June 2009).

The Exchange will make a further announcement in due course if the delisting takes place.