(Warrant Code : 774)

(Warrant Code : 774)

Corporate Information Directors Chairman Mr. Cheung Hon Kit Managing Director Ms. Chan Ling, Eva Executive Directors Dr. Yap, Allan Mr. Chan Pak Cheung, Natalis Independent Non-Executive Directors Mr. Kwok Ka Lap, Alva Mr. Poon Kwok Hing, Albert Mr. Sin Chi Fai Company Secretary Ms. Law Sau Lai Registered Office Clarendon House 2 Church Street Hamilton HM 11 Bermuda Head Office and Principal Place of Business 7th Floor, Paul Y. Centre 51 Hung To Road, Kwun Tong Kowloon, Hong Kong Auditor Deloitte Touche Tohmatsu Certified Public Accountants 35/F., One Pacific Place 88 Queensway Hong Kong Principal Share Registrar Butterfield Fulcrum Group (Bermuda) Limited Rosebank Centre 11 Bermudiana Road Pembroke HM 08 Bermuda Hong Kong Branch Share Registrar Tricor Secretaries Limited 26/F., Tesbury Centre 28 Queen s Road East Wanchai, Hong Kong Stock Codes Stock Codes on The Stock Exchange of Hong Kong Limited: Stock Code: 1189 Warrant Code: 774 Yap, Allan Clarendon House 2 Church Street Hamilton HM 11 Bermuda 51 7 88 35 Butterfield Fulcrum Group (Bermuda) Limited Rosebank Centre 11 Bermudiana Road Pembroke HM 08 Bermuda 28 26 1189 774

Condensed Consolidated Statement of Comprehensive Income The board of directors (the Board ) of Wing On Travel (Holdings) Limited (the Company ) announces the unaudited results of the Company and its subsidiaries (hereinafter collectively referred to as the Group ) for the six months ended 30 June 2009 together with comparative figures for the corresponding period in 2008 as follows: Six months ended 30.6.2009 30.6.2008 NOTES (unaudited) (unaudited) Turnover 3 883,241 1,068,752 Direct operating costs (723,113) (872,684) Gross profit 160,128 196,068 Other income 6,571 6,107 Distribution and selling expenses (14,365) (24,659) Administrative expenses (189,509) (175,034) (Decrease) increase in fair value of investments held for trading (4,959) 28,157 Gain on disposal of subsidiaries 2,729 Finance costs (48,626) (68,484) Loss on disposal of available-for-sale investments (39,370) Impairment loss recognised in respect of available-for-sale investments (4,965) Share of results of associates (26,560) (43,408) Share of results of a jointly controlled entity (3,075) (4,897) Increase in fair value of investment properties 31,236 306 Increase in fair value of derivative financial instruments 3,852 Impairment loss recognised in respect of goodwill (11,305) Loss before taxation 4 (133,494) (90,568) Taxation expense 5 (159) (3,668) Loss for the period (133,653) (94,236) Wing On Travel (Holdings) Limited Interim Report 2009 1

Condensed Consolidated Statement of Comprehensive Income Six months ended 30.6.2009 30.6.2008 NOTES (unaudited) (unaudited) Other comprehensive income Exchange difference arising on translation of financial statements of foreign operations 1,336 55,513 Total comprehensive expense for the period (132,317) (38,723) Loss for the period attributable to: Owners of the Company (115,146) (80,435) Minority interests (18,507) (13,801) (133,653) (94,236) Total comprehensive expense for the period attributable to: Owners of the Company (113,810) (40,788) Minority interests (18,507) 2,065 (132,317) (38,723) HK cents HK cents Loss per share 7 Basic and diluted (1.26) (2.35) 2 Wing On Travel (Holdings) Limited Interim Report 2009

Condensed Consolidated Statement of Financial Position At 30 June 2009 At 30.6.2009 At 31.12.2008 NOTES (unaudited) (audited) Non-current assets Property, plant and equipment 8 2,688,495 2,679,888 Investment properties 8 251,543 217,777 Prepaid lease payments 151,202 154,019 Interests in associates 47,033 2,737 Interest in a jointly controlled entity 8,310 9,069 Available-for-sale investments 116,229 162,984 Other intangible assets 289,144 263,191 Investment deposits and other assets 79,547 109,066 Club debenture, at cost 713 713 3,632,216 3,599,444 Current assets Inventories 7,034 7,559 Amounts due from related companies 34,439 36,419 Amounts due from associates 29,323 140,374 Trade and other receivables 9 202,196 266,689 Prepaid lease payments 5,635 5,635 Loan receivables 31,209 37,744 Loan to a jointly controlled entity 10,174 Loans to related companies 8,757 Investments held for trading 11,404 10,190 Tax recoverable 5 5 Pledged bank deposits 12,094 12,063 Trading cash balances 173 238 Bank balances and cash 386,534 498,609 730,220 1,024,282 Current liabilities Trade and other payables 10 577,342 611,095 Provision for loss contingencies 11 14,542 17,000 Loans from related companies 185,714 188,981 Amounts due to associates 10,667 10,075 Tax liabilities 14,143 16,273 Amounts due to related companies 64,493 51,627 Amount due to a jointly controlled entity 1,346 920 Obligations under finance leases amount due within one year 288 284 Borrowings amount due within one year 12 92,717 411,901 Promissory note 70,000 Amounts due to minority shareholders of subsidiaries 115,147 105,167 1,076,399 1,483,323 Wing On Travel (Holdings) Limited Interim Report 2009 3

Condensed Consolidated Statement of Financial Position At 30 June 2009 At At 30.6.2009 31.12.2008 NOTES (unaudited) (audited) Net current liabilities (346,179) (459,041) Total assets less current liabilities 3,286,037 3,140,403 Non-current liabilities Obligations under finance leases amount due after one year 360 499 Borrowings amount due after one year 12 412,461 61,670 Convertible notes 13 614,326 593,235 Deferred taxation 233,192 233,484 1,260,339 888,888 Net assets 2,025,698 2,251,515 Capital and reserves Share capital 14 91,199 91,199 Reserves 1,592,338 1,745,145 Equity attributable to owners of the Company 1,683,537 1,836,344 Minority interests 342,161 415,171 Total equity 2,025,698 2,251,515 4 Wing On Travel (Holdings) Limited Interim Report 2009

Condensed Consolidated Statement of Changes in Equity Retained profits (accumulated Attributable to owners of the Share capital Share premium Special reserve Other reserve Warrant reserve Convertible notes reserve Share options reserve Translation reserve Asset revaluation reserve losses) Company Minority interests Total At 1 January 2008 (audited) 182,076 828,504 652,290 131,289 13,784 71,742 164,797 2,044,482 518,045 2,562,527 Loss for the period (80,435) (80,435) (13,801) (94,236) Exchange difference arising on translation of financial statements of foreign operations 39,647 39,647 15,866 55,513 Total comprehensive expense for the period 39,647 (80,435) (40,788) 2,065 (38,723) Issue of shares as scrip dividend 321 242 563 563 Dividends paid (Note 6) (9,103) (9,103) (9,103) At 30 June 2008 (unaudited) 182,397 828,746 652,290 131,289 13,784 111,389 75,259 1,995,154 520,110 2,515,264 At 1 January 2009 (audited) 91,199 1,146,528 658,303 30,201 131,289 138,401 1,719 (361,296) 1,836,344 415,171 2,251,515 Loss for the period (115,146) (115,146) (18,507) (133,653) Exchange difference arising on translation of financial statements of foreign operations 1,336 1,336 1,336 Total comprehensive expense for the period 1,336 (115,146) (113,810) (18,507) (132,317) Purchase of shares of subsidiaries from minority shareholders (38,997) (38,997) (54,503) (93,500) At 30 June 2009 (unaudited) 91,199 1,146,528 658,303 (38,997) 30,201 131,289 139,737 1,719 (476,442) 1,683,537 342,161 2,025,698 Wing On Travel (Holdings) Limited Interim Report 2009 5

Condensed Consolidated Statement of Cash Flows Six months ended 30.6.2009 30.6.2008 NOTES (unaudited) (unaudited) Net cash from operating activities 38,537 117,336 Investing activities Repayment of loans advanced to certain companies and individuals, net of loans advanced 6,535 37,726 Earnest money refunded 10,000 142,300 Investment deposits refunded 109,200 Purchase of property, plant and equipment 8 (21,994) (296,162) Acquisition of subsidiaries 16 (10,568) 3,600 Disposal of subsidiaries 17 (363) Other investing cash flows 12,829 276,162 Net cash (used in) from investing activities (3,198) 272,463 Financing activities Net advance from (repayment of) loans from related companies 13,872 (47,921) Repayment of bank loans and other loans (405,209) (22,320) Repayment of consideration note (21,545) Repayment of promissory note (70,000) (16,455) Purchase of shares of subsidiaries from minority shareholders (93,500) New bank loans and other loans raised 446,489 121,084 Other financing cash flows (40,801) (59,600) Net cash used in financing activities (149,149) (46,757) Net (decrease) increase in cash and cash equivalents (113,810) 343,042 Cash and cash equivalents at beginning of the period 498,847 199,410 Effect of foreign exchange rate changes 1,670 (1,834) Cash and cash equivalents at end of the period 386,707 540,618 Analysis of the balances of cash and cash equivalents Bank balances and cash 386,534 540,456 Trading cash balances 173 162 386,707 540,618 6 Wing On Travel (Holdings) Limited Interim Report 2009

1. BASIS OF PREPARATION 1. The condensed consolidated financial statements of Wing On Travel (Holdings) Limited (the Company ) and its subsidiaries (collectively referred to as the Group ) have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) and with Hong Kong Accounting Standard 34, Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ). 34 In preparing the condensed consolidated financial statements, the directors of the Company have given careful consideration to the future liquidity and going concern of the Group in light of the Group s loss of approximately HK$133,653,000 for the six months ended 30 June 2009 and net current liabilities of approximately HK$346,179,000 at 30 June 2009. The directors of the Company are satisfied that the Group will have sufficient financial resources to meet its financial obligations as they fall due in the foreseeable future, after taking into consideration the completion of the disposal of the entire issued share capital of a subsidiary for HK$833,000,000 in September 2009 (see Note 20(a)). Accordingly, the condensed consolidated financial statements have been prepared on a going concern basis. 2. PRINCIPAL ACCOUNTING POLICIES 133,653,000 346,179,000 833,000,000 2. The condensed consolidated financial statements have been prepared on the historical cost basis except for certain properties and financial instruments, which are measured at fair value, as appropriate. Except as described below, the accounting policies used in the condensed consolidated financial statements are consistent with those followed in the preparation of the Group s annual financial statements for the year ended 31 December 2008. Wing On Travel (Holdings) Limited Interim Report 2009 7

2. PRINCIPAL ACCOUNTING POLICIES (Continued) 2. In the current interim period, the Group has, for the first time, adopted an accounting policy on acquisition of additional interest in subsidiaries. When the Group increases its interest in an entity that is already an entity controlled by the Company, it is accounted for as equity transactions. The carrying amounts of the controlling interests and minority interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any differences between the amount by which the minority interests are adjusted and the fair value of the consideration paid are recognised directly in equity as other reserve. In the current interim period, the Group has applied, for the first time, a number of new and revised standards, amendments and interpretations ( new and revised HKFRSs ) issued by the HKICPA, which are effective for the Group s financial year beginning on 1 January 2009. HKAS 1 (Revised 2007) has introduced a number of terminology changes, including revised titles for the condensed consolidated financial statements, and has resulted in a number of changes in presentation and disclosure. HKFRS 8 is a disclosure standard that requires the identification of operating segments to be performed on the same basis as financial information that is reported internally for the purpose of allocating resources between segments and assessing their performance. The predecessor standard, HKAS 14 Segment Reporting, required the identification of two sets of segments (business and geographical) using a risks and returns approach. In the past, the Group s primary reporting format was business segments. The application of HKFRS 8 has not resulted in a redesignation of the Group s reportable segments as compared with the primary reportable segments determined in accordance with HKAS 14 (see Note 3). The adoption of the new and revised HKFRSs has had no material effect on the reported results and financial position of the Group for the current or prior accounting periods. Accordingly, no prior period adjustment has been recognised. 1 8 14 14 8 8 Wing On Travel (Holdings) Limited Interim Report 2009

2. PRINCIPAL ACCOUNTING POLICIES (Continued) 2. The Group has not early applied new and revised standards, amendments or interpretations that have been issued but are not yet effective. The adoption of HKFRS 3 (Revised 2008) may affect the Group s accounting for business combination for which the acquisition dates are on or after 1 January 2010. HKAS 27 (Revised 2008) may have other effect on the accounting treatment for changes in the Group s ownership interest in a subsidiary. 3 27 The directors of the Company anticipate that the application of other new and revised standards, amendments or interpretations will have no material impact on the results and the financial position of the Group. 3. SEGMENT INFORMATION 3. The Group has adopted HKFRS 8 Operating Segments with effect from 1 January 2009. HKFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to segments and to assess their performance. In contrast, the predecessor standard (HKAS 14, Segment Reporting ) required an entity to identify two sets of segments (business and geographical) using a risks and returns approach, with the entity s system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. In the past, the Group s primary reporting format was business segments. The application of HKFRS 8 has not resulted in a redesignation of the Group s reportable segments as compared with the primary reportable segments determined in accordance with HKAS 14. Nor has the adoption of HKFRS 8 changed the basis of measurement of segment profit or loss. 8 8 14 14 8 8 The Group is currently organised into four operating divisions travel and related services, hotel and leisure services, luxury train services, and securities trading. The information reported to the Group s chief operating decision maker (i.e. Executive Directors) for the purposes of resource allocation and assessment of performance is focused on these operating divisions. Wing On Travel (Holdings) Limited Interim Report 2009 9

3. SEGMENT INFORMATION (Continued) 3. The following is an analysis of the Group s revenue and results, for each of the reportable segments, for the period under review: Travel and related services Hotel and leisure services Luxury train services Securities trading Elimination Consolidated Six months ended 30 June 2009 (unaudited) Turnover External sales 764,839 118,402 883,241 Inter-segment sales 1,393 (1,393) Total 764,839 119,795 (1,393) 883,241 Inter-segment sales are charged at prevailing market price. Results Segment results 18,566 (18,279) (14,003) (4,969) (18,685) Interest income 4,490 Finance costs Loss on disposal of available-for-sale investments Impairment loss recognised in respect of available-for-sale investments Share of results of associates Central administrative costs and other unallocated corporate expenses Increase in fair value of investment properties Share of results of a jointly controlled entity (48,626) (39,370) (4,965) (26,560) (27,939) 31,236 (3,075) Loss before taxation (133,494) 10 Wing On Travel (Holdings) Limited Interim Report 2009

3. SEGMENT INFORMATION (Continued) 3. Travel and related services Hotel and leisure services Luxury train services Securities trading Elimination Consolidated Six months ended 30 June 2008 (unaudited) Turnover External sales 924,189 144,563 1,068,752 Inter-segment sales 41 (41) Total 924,189 144,604 (41) 1,068,752 Inter-segment sales are charged at prevailing market price. Results Amount excluding impairment losses recognised in respect of goodwill Impairment losses recognised in respect of goodwill 13,021 14,718 (8,514) 28,147 47,372 (11,305) (11,305) Segment results 1,716 14,718 (8,514) 28,147 36,067 Interest income 3,852 Increase in fair value of investment properties 306 Gain on disposal of subsidiaries 2,729 Central administrative costs and other unallocated corporate expenses (16,733) Finance costs (68,484) Share of results of associates (43,408) Share of results of a jointly controlled entity (4,897) Loss before taxation (90,568) Wing On Travel (Holdings) Limited Interim Report 2009 11

3. SEGMENT INFORMATION (Continued) 3. Segment result represents the profit earned or loss incurred by each segment without allocation of central administrative costs and other unallocated corporate expenses, interest income, finance costs, impairment loss recognised in respect of available-for-sale investments, loss on disposal of available-forsale investments, increase in fair value of investment properties, gain on disposal of subsidiaries, share of results of a jointly controlled entity and share of results of associates. This is the measure reported to the Group s chief operating decision maker for the purposes of resource allocation and performance assessment. 4. LOSS BEFORE TAXATION 4. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Loss before taxation has been arrived at after charging: Amortisation of other intangible assets 2,376 3,913 Depreciation of property, plant and equipment 36,156 32,302 and after crediting: Interest income 4,490 3,852 12 Wing On Travel (Holdings) Limited Interim Report 2009

5. TAXATION EXPENSE 5. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Taxation expense comprises: Current tax: Hong Kong (5,953) Other jurisdiction (451) (131) Deferred tax: Current period 292 (1,584) Attributable to a change in Hong Kong Profits Tax rate 4,000 Taxation expense (159) (3,668) Hong Kong Profits Tax is recognised based on management s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used is 16.5% for both periods under review. People s Republic of China ( PRC ) enterprise income tax is calculated at the applicable rates in accordance with the relevant laws and regulations in the PRC. Taxation arising in other jurisdiction is recognised based on management s best estimate of the weighted average annual income tax rate expected for the full financial year. 16.5% Wing On Travel (Holdings) Limited Interim Report 2009 13

6. DIVIDENDS 6. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Dividends recognised as distribution during the period: Ordinary shares: Final dividend for 2008 of Nil per share (2008: Final dividend for 2007 of HK0.5 cent per share) 0.5 9,103 The directors do not recommend the payment of an interim dividend. 14 Wing On Travel (Holdings) Limited Interim Report 2009

6. DIVIDENDS (Continued) During the period ended 30 June 2008, scrip dividend alternatives were offered in respect of the 2007 final dividends. These scrip dividend alternatives were accepted by the shareholders, as follows: 6. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Dividends: Cash 8,540 Share alternative 563 9,103 Wing On Travel (Holdings) Limited Interim Report 2009 15

7. LOSS PER SHARE 7. The calculation of the basic and diluted loss per share attributable to the owners of the Company is based on the following data: Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Loss for the purposes of basic and diluted loss per share (Loss for the period attributable to owners of the Company) (115,146) (80,435) Number of shares Weighted average number of ordinary shares for the purposes of basic and diluted loss per share 9,119,844,438 3,428,323,402 The calculation of diluted loss per share for the period ended 30 June 2009 has not assumed the conversion of the Company s convertible notes and the exercise of the warrants (six months ended 30.6.2008: has not assumed the conversion of the Company s convertible notes and exercise of the share options) as these potential ordinary shares are anti-dilutive during the period. The weighted average number of ordinary shares for the basic and diluted loss per share for the period ended 30 June 2008 have been adjusted for the rights issue in July 2008. 16 Wing On Travel (Holdings) Limited Interim Report 2009

8. MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTIES D u r i n g t h e p e r i o d, t h e G ro u p s p e n t a p p ro x i m a t e l y HK$21,994,000 (HK$296,162,000 for the six months ended 30.6.2008) on acquisition of property, plant and equipment. The fair value of the Group s investment properties were determined by Norton Appraisals Limited, independent qualified professional valuers not connected with the Group at 30 June 2009. Norton Appraisals Limited is a member of the Hong Kong Institute of Surveyors, and has appropriate qualifications and recent experiences in the valuation of similar properties in the relevant locations. The valuation was arrived at by reference to market evidence of transaction prices for similar properties. The resulting increase in fair value of investment properties of HK$31,236,000 (HK$306,000 for the six months ended 30.6.2008) has been recognised in the condensed consolidated statement of comprehensive income. 9. TRADE AND OTHER RECEIVABLES Included in trade and other receivables are trade receivables o f a p p r o x i m a t e l y H K $ 1 8, 2 9 9, 0 0 0 ( a t 3 1. 1 2. 2 0 0 8 : HK$25,143,000) and the aged analysis of the trade receivables (net of impairment) at the end of the reporting period is as follows: 8. 21,994,000 296,162,000 31,236,000 306,000 9. 18,299,000 25,143,000 At 30.6.2009 (unaudited) At 31.12.2008 (audited) 0 30 days 0 30 5,180 9,643 31 60 days 31 60 2,637 4,128 61 90 days 61 90 4,368 1,625 Over 90 days 90 6,114 9,747 18,299 25,143 Wing On Travel (Holdings) Limited Interim Report 2009 17

9. TRADE AND OTHER RECEIVABLES (Continued) 9. The Group allows a credit period of 30 to 60 days to customers. 3060 Trade and other receivables at 30 June 2009 included the following: (a) Other receivables of HK$22,000,000 (at 31.12.2008: HK$44,337,000) being non-interest bearing advances made to land operators of the Group. (a) 2 2, 0 0 0, 0 0 0 44,337,000 (b) Other receivables in aggregate of HK$50,936,000 (at (b) 5 0, 9 3 6, 0 0 0 31.12.2008: HK$50,815,000) relating to the balance of consideration receivables from the disposal of 50,815,000 and the online booking exchange platform business. These receivables are secured by equity securities listed in Singapore and OTC Bulletin Board in the United States of America, bearing interest at 10% per annum and due on 31 December 2009. 10 (c) Other receivables of HK$23,011,000 (at 31.12.2008: HK$17,871,000) being non-interest bearing advances which are secured by the right in a property located in the PRC. The amount is repayable on demand. (c) 2 3, 0 1 1, 0 0 0 17,871,000 18 Wing On Travel (Holdings) Limited Interim Report 2009

10. TRADE AND OTHER PAYABLES 10. Included in trade and other payables are trade payables o f a p p ro x i m a t e l y H K $ 1 6 3, 7 9 5, 0 0 0 ( a t 3 1. 1 2. 2 0 0 8 : HK$147,301,000) and the aged analysis of the trade payables at the end of the reporting period is as follows: 163,795,000 147,301,000 At 30.6.2009 (unaudited) At 31.12.2008 (audited) 0 30 days 0 30 50,522 75,949 31 60 days 31 60 32,205 30,586 61 90 days 61 90 38,145 20,829 Over 90 days 90 42,923 19,937 163,795 147,301 Wing On Travel (Holdings) Limited Interim Report 2009 19

11. PROVISION FOR LOSS CONTINGENCIES 11. At 30.6.2009 (unaudited) At 31.12.2008 (audited) At the beginning of the period 17,000 Provision for the period 17,000 Utilisation of provision (2,458) At the end of the period 14,542 17,000 Provision for loss contingencies represents management s best estimate of the Group s liability relating to the claims made by the Group s existing and ex-employees on calculating tour escort s holiday compensation allowance, and is estimated based on information from the Group s legal counsels, actual settlement for some of the claims, and the estimated number of successful claimants. 12. BORROWINGS 12. During the period, the Group obtained new bank and other loans amounting to HK$446 million (HK$121 million for the six months ended 30.6.2008). The loans carry interest at market rates ranging from 1.8% to 20.0% per annum and are repayable in instalments over a period of 1 to 3 years. The proceeds were used for working capital purposes. 446,000,000 121,000,000 1.820.0 20 Wing On Travel (Holdings) Limited Interim Report 2009

13. CONVERTIBLE NOTES 13. The movement of the liability component of the convertible notes for the period is set out below: At 30.6.2009 (unaudited) At 31.12.2008 (audited) Carrying amount at the beginning of the period 593,235 554,215 Interest charge 27,438 51,866 Interest paid (6,347) (12,846) Carrying amount at the end of the period 614,326 593,235 Wing On Travel (Holdings) Limited Interim Report 2009 21

14. SHARE CAPITAL 14. Number of shares Share capital Authorised Shares of HK$0.10 each at 1 January 2008 and 30 June 2008 0.10 15,000,000,000 1,500,000 Subdivision of shares 135,000,000,000 Shares of HK$0.01 each at 1 January 2009 and 30 June 2009 0.01 150,000,000,000 1,500,000 Issued and fully paid Shares of HK$0.10 each at 1 January 2008 0.10 1,820,758,520 182,076 Issue of shares on scrip dividend 3,210,227 321 Shares of HK$0.10 each at 30 June 2008 0.10 1,823,968,747 182,397 Reduction in share capital (164,157) Issue of shares on subscription of rights issue 7,295,874,988 72,959 Issue of shares on exercise of warrants 200 Shares of HK$0.01 each at 31 December 2008 and 1 January 2009 0.01 9,119,843,935 91,199 Issue of shares on exercise of warrants 1,000 Shares of HK$0.01 each at 30 June 2009 0.01 9,119,844,935 91,199 22 Wing On Travel (Holdings) Limited Interim Report 2009

14. SHARE CAPITAL (Continued) 14. During the period ended 30 June 2008, scrip dividend alternatives were offered in respect of the 2007 final dividends. During the period ended 30 June 2009, 1,000 ordinary shares of HK$0.01 each were issued on exercise of warrants by the holders. 15. COMMITMENTS 1,000 0.01 15. At 30.6.2009 (unaudited) At 31.12.2008 (audited) Contracted for but not provided in the condensed consolidated financial statements in respect of Investment in a jointly controlled entity Purchase of property, plant and equipment 36,051 37,687 342,258 463,269 378,309 500,956 Wing On Travel (Holdings) Limited Interim Report 2009 23

16. ACQUISITION OF SUBSIDIARIES Assets acquisition: 16. (a) On 8 May 2009, the Group, through a wholly-owned (a) subsidiary, acquired the entire issued share capital of Sky Victory Resources Limited ( Sky Victory ) Sky Victory Resources Limited for a consideration of HK$35,000,000 and incurred Sky Victory transaction costs of HK$568,000. Sky Victory is an 35,000,000 investment holding company whose subsidiary will be 568,000 engaged in hotel operation in the PRC. This acquisition Sky Victory has been accounted for as acquisition of assets and liabilities as the subsidiary acquired does not constitute a business. The net assets acquired in this transaction are as follows: Property, plant and equipment 8,374 Intangible asset 28,329 Other receivables 1,476 Other payables (2,611) Net assets acquired and cash consideration 35,568 Satisfied by: Deposit paid in prior period 25,000 Cash 10,000 Expenses incurred for the acquisition 568 35,568 Net cash outflow arising on acquisition: Cash consideration paid 10,000 Expenses incurred for the acquisition 568 10,568 24 Wing On Travel (Holdings) Limited Interim Report 2009

16. ACQUISITION OF SUBSIDIARIES (Continued) 16. Assets acquisition: (Continued) (a) (Continued) (a) Intangible asset represents a hotel operating agreement that entitles the subsidiary of Sky Victory to manage and Sky Victory operate a hotel exclusively in the PRC for a period of 15 years. 15 (b) In January 2008, the Group acquired 100% interest in (b) More Star Limited ( More Star ) for a consideration More Star LimitedMore of approximately HK$20,000,000. More Star is an Star 100% investment holding company whose subsidiary is 20,000,000 More Star engaged in property holding in Hong Kong. The acquisition has been accounted for as acquisition of assets as the subsidiary acquired does not constitute a business. The assets acquired in this transaction were as follows: Investment deposits 16,388 Other receivables 12 Bank balances and cash 3,600 Assets acquired and cash consideration 20,000 Satisfied by: Consideration paid in prior period 20,000 Net cash inflow arising on acquisition: Bank balances and cash acquired 3,600 Wing On Travel (Holdings) Limited Interim Report 2009 25

17. DISPOSAL OF SUBSIDIARIES 17. The Group disposed of its 100% interest in and its online booking exchange platform business for a total consideration of approximately HK$74,000,000 in January 2008. The net assets at the date of disposal were as follows: 100% 74,000,000 31.1.2008 Net assets disposed of 71,271 Gain on disposal 2,729 Total consideration 74,000 Satisfied by: Deposit received in 2007 3,500 Consideration receivables 70,500 74,000 Cash outflow arising on disposal: Bank balances and cash disposed of (363) The impact of and the Group s online booking exchange platform business on the Group s result and cash flow in the prior period was insignificant. A gain of HK$2.7 million was arisen on such disposal. 18. MAJOR NON-CASH TRANSACTION 2,700,000 18. During the period, the Group subscribed shares of and reimbursed expenses in associates in proportion to its shareholding by the capitalisation in aggregate of HK$72,810,000 (six months ended 30.6.2008: Nil) of the amounts due from associates account. 72,810,000 26 Wing On Travel (Holdings) Limited Interim Report 2009

19. RELATED PARTY TRANSACTIONS 19. The following is a summary of significant related party transactions carried out during the period: Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Nature of transactions Name of company Air ticketing and travel service income received and receivable by the Group PYI Corporation Limited and its subsidiaries (b) 1,506 1,475 (b) ITC Properties Group Limited and its subsidiaries (a) 198 765 (a) Hanny Holdings Limited and its subsidiaries (a) 325 382 (a) See Corporation Limited (a) 214 (a) PSC Corporation Limited (a) 101 ITC Corporation Limited and its subsidiaries (b) 159 210 (b) 2,402 2,933 Wing On Travel (Holdings) Limited Interim Report 2009 27

19. RELATED PARTY TRANSACTIONS (Continued) 19. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Nature of transactions Name of company Interest paid and payable on convertible notes China Enterprises Limited (b) PSC Corporation Limited (a) 625 213 628 ITC Properties Group Limited and its subsidiaries (a) 446 (a) ITC Corporation Limited and its subsidiaries (b) 640 (b) Intraco Limited (a) 142 2,066 628 Loan interest paid and payable by the Group ITC Properties Group Limited and its subsidiaries (a) 1,934 (a) ITC Management Limited (b) 28 685 PYI Corporation Limited and its subsidiaries (b) 9,322 9,949 (b) TIL Capital Corporation (c) 6,788 2,181 TZG Holding Limited (c) 3,909 966 20,047 15,715 28 Wing On Travel (Holdings) Limited Interim Report 2009

19. RELATED PARTY TRANSACTIONS (Continued) 19. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Nature of transactions Name of company Staff secondment fee paid and payable by the Group Mass Success International Limited (a) 1,500 Website maintenance service fees received and receivable by the Group Hanny Holdings Limited and its subsidiaries (a) 27 18 (a) Travoo Asia Limited (d) 608 608 635 626 Property rental and management fee received and receivable by the Group Hanny Holdings Limited and its subsidiaries (a) 271 254 (a) 271 254 Property rental and management fee paid and payable by the Group Travoo Asia Limited (d) 121 330 Wing On Travel (Holdings) Limited Interim Report 2009 29

19. RELATED PARTY TRANSACTIONS (Continued) 19. Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Nature of transactions Name of company Tour costs paid and payable by the Group Ananda Travel Services (Aust.) Pty Ltd. (d) 17,160 17,824 Wing On International Travel Service Co. Ltd., Guangdong (d) 1,904 1,838 (d) 19,064 19,662 Design and construction fees paid and Paul Y. Engineering Group payable by the Group Limited (b) (b) 9,898 Project management consulting fees Paul Y. Engineering Group paid and payable by the Group Limited (b) (b) 900 30 Wing On Travel (Holdings) Limited Interim Report 2009

19. RELATED PARTY TRANSACTIONS (Continued) 19. The relationship between the above related parties and the Company are as follow: (a) Certain directors of the Company are also directors of (a) and have beneficial interests in these companies; (b) The above companies or their holding companies have (b) beneficial interest in the Company; (c) These companies are minority shareholders of (c) subsidiaries of the Company; and (d) The above companies are associates of the Group. (d) The amounts due from/to associates, related companies and minority shareholders of subsidiaries as included in the condensed consolidated statement of financial position on pages 3 and 4 and are unsecured, interest free and repayable on demand. During the six months ended 30 June 2009, the Company also entered into an agency arrangement with a related company to handle at its instructions and on its behalf, matters relating to its potential projects in the PRC for a fee to be finalised and agreed upon. Wing On Travel (Holdings) Limited Interim Report 2009 31

19. RELATED PARTY TRANSACTIONS (Continued) Compensation of key management personnel 19. The remuneration of key management personnel, which are the directors of the Company, during the period was as follows: Six months ended 30.6.2009 30.6.2008 (unaudited) (unaudited) Short-term benefits 69 86 20. EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD 20. Other than disclosed elsewhere in the condensed consolidated financial statements, the following events occurred subsequent to 30 June 2009: (a) On 1 August 2009, Rosedale Hotel Group Limited, a (a) non wholly-owned subsidiary of the Company, entered into an agreement with an independent third party incorporated in the British Virgin Islands, in relation to the disposal of the entire issued share capital of a subsidiary, Yarra Group Limited ( Yarra ), at an Yarra Group aggregate consideration of HK$833,000,000 (subject to LimitedYarra adjustment). 833,000,000 32 Wing On Travel (Holdings) Limited Interim Report 2009

20. EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD (Continued) 20. (a) (Continued) (a) Yarra is an investment holding company and is the legal Yarra and beneficial owner of the entire equity interest in Hey Hey Wealth Limited Wealth Limited, which is in turn the legal and beneficial owner of the property known as Rosedale on the Park Hey Wealth Limited (the Property ), a 30-storey 4-star hotel located at No. 8 Shelter Street, Causeway Bay, Hong Kong. 8 The disposal transaction has completed at the date of this report and the secured bank borrowing relating to the Property of HK$419,000,000 has also been repaid. 419,000,000 Pursuant to the agreement, Rosedale Park Limited, a non wholly-owned subsidiary of the Company, has entered Rosedale into a lease agreement with Hey Wealth Limited to lease Park Limited Hey Wealth back the Property for its current hotel operations at a Limited monthly rental of approximately HK$4,500,000 exclusive of rates, government rent and other payments and 4,500,000 outgoings for a term of five years. (b) On 14 July 2009, the Company and Emperor Securities (b) Limited (the Placing Agent ) entered into (i) a general mandate placing agreement in relation to a best (i) endeavour placing of a maximum of 1,800,000,000 shares of the Company of HK$0.01 each at a price of 0.035 HK$0.035 per share; and (ii) a specific mandate placing 1,800,000,000 agreement in relation to a best endeavour placing of 0.01 not less than 20,000,000,000 shares but not more than (ii) 30,000,000,000 shares at a price of HK$0.035 per share. 0.035 20,000,000,000 30,000,000,000 Wing On Travel (Holdings) Limited Interim Report 2009 33

20. EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD (Continued) 20. (b) (Continued) (b) The best endeavour placing of the general mandate was completed on 4 August 2009, under which a total of 1,800,000,000 new shares were issued by the Company. 1,800,000,000 On 24 September 2009, the Company and the Placing Agent have agreed in writing to extend the long stop date from 30 September 2009 to 15 October 2009 (or such other date as may be agreed by both the Company and the Placing Agent) to allow time for the parties to procure fulfillment of the conditions. (c) On 24 July 2009, the Company announced that it (c) proposed to make the repurchase offer to repurchase the convertible notes (the Notes ) with an aggregate 640,000,000 outstanding principal amount of HK$640,000,000. The conversion price of the Notes was reduced from HK$0.79 per share to HK$0.339 per share as a result of the rights issue of shares of the Company in July 2008. 0.79 0.339 The purchase price is to be satisfied by the issue of the new shares of the Company of HK$0.01 each (the 0.035 Offer Consideration Shares ) at HK$0.035 per share, 0.01 credited as fully paid. The acceptance period under the repurchase offer ended on 21 August 2009 and valid acceptances in respect of the Notes in aggregate principal amount of HK$412,800,000 were received, in respect of which the 412,800,000 Company will issue an aggregate of 11,794,285,709 Offer Consideration Shares upon completion of the repurchase offer. 11,794,285,709 34 Wing On Travel (Holdings) Limited Interim Report 2009

20. EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD (Continued) 20. (c) (Continued) (c) The repurchase offer will be conditional upon: (i) the independent shareholders (the shareholders (i) of the Company other than Asia Will Limited which is a wholly-owned subsidiary of ITC Corporation Limited, and China Enterprises Limited which is an associate of Hanny Holdings Limited) approving the issue of the Offer Consideration Shares as required by the Listing China Enterprises Rules; Limited (ii) the Listing Committee of the Stock Exchange of (ii) Hong Kong Limited granting the listing of, and permission to deal in, the Offer Consideration Shares; and (iii) completion of the placing of shares as mentioned (iii) 20(b) in Note 20(b). If the conditions precedent above are not satisfied on or before 31 October 2009, the repurchase offer will lapse. Wing On Travel (Holdings) Limited Interim Report 2009 35

Management Discussion and Analysis REVIEW OF OPERATIONS After a dismal first quarter, Hong Kong s overall economic situation showed clear signs of improvements in the second quarter. The domestic markets have benefited from the relative stabilised global economic environment, and particularly, the revival in the Mainland s growth momentum. Local consumer sentiments were supported by a relatively stable labour market, the rebounds in the stock and housing markets, as well as the Government s relief measures. On the other hand, the spread of human swine flu had weighed heavily on tourism industry, thereby dragging down the recovering travel business on both business and leisure segment. On a seasonally adjusted quarterto-quarter comparison, Gross Domestic Product rebounded by 3.3% in real terms in the second quarter, ending the contraction in the preceding four quarters. The second quarter saw the global economy stabilising somewhat following the strong policy actions taken by governments around the world in restoring financial sector health and supporting aggregate demand. 3.3% The results of the Group for the six months ended 30 June 2009 were adversely affected by the 2008 financial tsunami and the pandemic of human swine flu in May. The Group attained a turnover of HK$883.2 million for the six months ended 30 June 2009, represented a decrease of 17.4% as compared to the HK$1,068.8 million for the six months ended 30 June 2008. Gross profit for the period was HK$160.1 million, worse off by 18.3% compared with the corresponding period of last year. Loss for the period was HK$133.7 million (for the six months ended 30 June 2008: HK$94.2 million) resulted from after charging administrative expenses of HK$189.5 million (for the six months ended 30 June 2008: HK$175.0 million); finance costs of HK$48.6 million (for the six months ended 30 June 2008: HK$68.5 million); loss on disposal of available-for-sale investments of HK$39.4 million (for the six months ended 30 June 2008: Nil); share of loss of associates of HK$26.6 million (for the six months ended 30 June 2008: HK$43.4 million); and after crediting an increase in fair value of investment properties in the PRC of HK$31.2 million (for the six months ended 30 June 2008: HK$0.3 million). 883,200,000 1,068,800,000 17.4% 160,100,000 18.3% 133,700,000 94,200,000 189,500,000 175,000,000 48,600,000 68,500,000 39,400,000 26,600,000 43,400,000 31,200,000 300,000 36 Wing On Travel (Holdings) Limited Interim Report 2009

Management Discussion and Analysis During the period, the Group has disposed of certain of its nonperforming available-for-sale investments mainly in the PRC and recorded losses in aggregate of HK$39.4 million. The share of loss in associates came mainly from the loss on disposal of certain underperformed investments located in the Mainland by the Group s associates during the period under review. SEGMENT RESULTS Travel and Related Services Travel and related services of the Group comprise mainly outbound tours, air ticketing and air/hotel packages. Affected by the financial tsunami and human swine flu, turnover of this segment was HK$764.8 million and represented a decrease of 17.2% from the HK$924.2 million in 2008. No further impairment provision is required to be made in the reviewed period in respect of the goodwill attributable to the Group s travel operation in the PRC as in last year. Coupled with the effect on savings in advertising expenses, segment profit for the first six months of the year bounced to HK$18.6 million from the HK$1.7 million for the same period in 2008. Hotel and Leisure Services The three Rosedale branded 4-star rated hotels, the Times Plaza Hotel, Shenyang, the Luoyang Golden Gulf Hotel and the Square Inn budget hotel chain comprise the hotel and leisure business of the Group. Turnover decreased by 18.1% to HK$118.4 million for the six months ended 30 June 2009 (for the six months ended 30 June 2008: HK$144.6 million) due to the adverse effect of financial tsunami and the spread of human swine flu in May and June 2009. The segment resulted a loss of HK$18.3 million versus a profit of HK$14.7 million for the six months ended 30 June 2008. Luxury Train Services The Group has 72% controlling interests in Tangula Group Limited ( Tangula ) and a joint venture of its subsidiary has the right to operate two routes on the Qinghai-Tibet Railway from Beijing to each of Lhasa and Lijiang. The commercial operation of Tangula has been postponed to the first quarter of 2010 in view of the current economic situation of both Europe and the United States of America, where the major customers group Tangula is targeting on, and the political and social instability in Lhasa during 2008. Results for the first half of the year was a loss of HK$14.0 million (for the six months ended 30 June 2008: HK$8.5 million) mainly expenses incurred to maintain the minimum staff force and administrative operations in the PRC. 39,400,000 764,800,000 924,200,000 17.2% 1,700,000 18,600,000 18.1% 118,400,000 144,600,000 18,300,000 14,700,000 Tangula Group Limited 72% 14,000,000 8,500,000 Wing On Travel (Holdings) Limited Interim Report 2009 37

Management Discussion and Analysis Securities Trading During the first half of the year, the Group has, through its whollyowned subsidiaries, involved in the trading of securities. Loss generated from this segment for the six months ended 30 June 2009 was HK$5.0 million (for the six months ended 30 June 2008: a profit of HK$28.1 million). Material Acquisitions and Disposals 5,000,000 28,100,000 In May 2009, Wing On Travel (China) Limited, a wholly-owned subsidiary of the Company, entered into a conditional agreement to acquire the entire issued share capital of and the shareholder s loan to Sky Victory Resources Limited ( Sky Victory ) for a cash consideration of HK$35 million. The subsidiary of Sky Victory has entered into a lease agreement with a PRC registered company to lease and operate a 3-star hotel located in the Henan Province, the PRC for a period of 15 years. The acquisition has completed at the date of this report. Sky Victory Resources LimitedSky Victory 35,000,000 Sky Victory 15 In June 2009, the Group entered into an agreement with an independent third party to acquire 8% equity interests in Apex Quality Group Limited ( Apex ), an indirect non wholly-owned subsidiary of the Company, for a total cash consideration of HK$70 million. Upon completion, the Group s equity interest in Apex will increase from 67.9% to 75.9% and Apex will remain as an indirect non whollyowned subsidiary of the Company. The acquisition has completed at the date of this report. Apex Quality Group LimitedApex 8% 70,000,000 Apex 67.9% 75.9%Apex On 1 August 2009, the Group entered into an agreement for the disposal of the entire issued share capital of Yarra Group Limited ( Yarra ) and the assignment of the shareholder s loan for an aggregate consideration of HK$833 million (subject to adjustment). Yarra is an investment holding company and is the legal and beneficial owner of the entire equity interest in Hey Wealth Limited, which is in turn the legal and beneficial owner of the hotel property known as Rosedale on the Park, located in Hong Kong. The disposal has completed at the date of this report. Yarra Group LimitedYarra 833,000,000 Yarra Hey Wealth Limited Hey Wealth Limited 38 Wing On Travel (Holdings) Limited Interim Report 2009

Management Discussion and Analysis Liquidity and Financial Resources On 14 July 2009, the Company and a placing agent entered into (i) a general mandate placing agreement in relation to a best endeavour placing of a maximum of 1,800,000,000 new shares at a price of HK$0.035 per share; and (ii) a specific mandate placing agreement in relation to a best endeavour placing of not less than 20,000,000,000 new shares but not more than 30,000,000,000 new shares at a price of HK$0.035 per share. The maximum net proceeds of approximately HK$1.083 billion is intended to be used to expand the existing Rosedale and Square Inn hotel development projects; repayment of certain amounts due to related companies and other borrowings and for general working capital of the Group for its travel and hotel operations. On 24 September 2009, the Company and the placing agent have agreed in writing to extend the long stop date from 30 September 2009 to 15 October 2009 (or such other date as may be agreed by both the Company and the placing agent) to allow time for the parties to procure fulfillment of the conditions. The general mandate placing agreement was completed while the specific mandate placing agreement has not yet completed at the date of this report. (i) 0.035 1,800,000,000(ii) 0.03520,000,000,000 30,000,000,000 10.83 On 24 July 2009, the Company announced that it will make a repurchase offer (subject to fulfillment of certain conditions precedent) to repurchase the outstanding convertible exchangeable notes (the Notes ) of HK$640 million at their face value. The purchase price is to be satisfied by the issue of the new shares in the Company at HK$0.035 per share, credited as fully paid. On the closing date of the repurchase offer, noteholders holding HK$412.8 million of the Notes have tendered their acceptance of the repurchase offer. The repurchase offer constitutes a connected transaction of the Company and has been approved by the independent shareholders of the Company in the special general meeting held on 7 September 2009. The repurchase of the Notes has not yet completed at the date of this report. 640,000,000 0.035 412,800,000 Wing On Travel (Holdings) Limited Interim Report 2009 39

Management Discussion and Analysis At balance sheet date, the Group s total borrowings were as follows: At 30.06.2009 HK$ million At 31.12.2008 HK$ million Loans from related companies 185.7 189.0 Borrowings amount due within one year 92.7 411.9 Borrowings amount due after one year 412.5 61.7 Promissory note 70.0 Convertible notes 614.3 593.2 1,305.2 1,325.8 The Notes issued in June 2006, due in June 2011, bear interest at a fixed rate of 2% per annum and a loan from a related company of outstanding principal of approximately HK$175.9 million at balance sheet date bears fixed interest rate of 10.32% per annum. All other borrowings bear floating interest rates. In March 2009, the Company has renewed with a local bank for a facility of HK$430 million. The outstanding principal together with the accrued interest of this new bank loan was fully repaid in September 2009 out of the proceeds from the disposal of Yarra. The gearing ratio at 30 June 2009, expressed as a percentage of total borrowings to equity attributable to owners of the Company, was 77.5% (at 31 December 2008: 72.2%). Pledge of Assets At 30 June 2009, certain assets of the Group at net book value of HK$829.0 million (at 31 December 2008: HK$850.4 million) were pledged to banks and financial institutions for credit facilities. Contingent Liabilities The Group did not have any significant contingent liabilities at 30 June 2009. 2 175,900,00010.32 430,000,000 Yarra 77.5% 72.2% 829,000,000 850,400,000 40 Wing On Travel (Holdings) Limited Interim Report 2009