The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

MANSION HOLDINGS LIMITED

(the "Company")

(Incorporated in Bermuda with limited liability)

SHARE TRANSACTION

Agreement dated 13 February 2001 ("Agreement")

Parties: Vendors: Kimpton Industrial Limited and Valueone International Limited, both beneficially owned by Mr. Tommy Ho, all of whom are independent third parties not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules of The Stock Exchange of Hong Kong Limited (the "Stock Exchange")).

Purchaser: Mansion Fire Services Company Limited, a wholly owned subsidiary of the Company.

Summary: The Company has agreed to purchase from the Vendors the entire issued share capital of Topfield for an aggregate consideration of HK$7 million cash, the issue of the Consideration Shares and the transfer to Wansford (a company controlled by the Vendors) of the Joint Venture Shares in Mansion China (presently a wholly owned subsidiary of the Company with the shares to be transferred representing 40% of the issued share capital of Mansion China).

Conditions: The Agreement is conditional upon, amongst other things:

(a) the Purchaser undertaking a due diligence review of Topfield;

(b) the Purchaser or the Company entering into new employment contracts with the employees of Topfield; and

(c) the Stock Exchange approving the listing of and permission to deal in the Consideration Shares.

Completion: Three business days after satisfaction of the conditions above (or such other day as the parties may agree). Completion is expected to occur prior to 31 March 2001.

Consideration: The consideration is to be satisfied by HK$7 million cash, the issue of the Consideration Shares (being issued for HK$14 million) and the transfer of the Joint Venture Shares. The cash portion of the consideration will be funded from the internal resources of the Company.

The consideration was determined after arms length negotiations between the parties by reference to the future expected earnings of Topfield and the synergy benefits expected to arise following completion of the Agreement.

The issue price for the Consideration Shares of HK$0.10 represents a premium of approximately 13.63% to the closing price of HK$0.088 per share quoted on the Stock Exchange on 13 February 2001, and a premium of approximately 16.14% to the average closing price of approximately HK$0.0861 per share as quoted on the Stock Exchange for the 10 trading days of the shares ended on 13 February 2001.

The Consideration Shares represent 3.46% of the existing issued share capital of the Company and 3.35% of the enlarged issue share capital after the issue of the Consideration Shares. The Consideration Shares will be issued pursuant to the existing general mandate granted to the Directors at the annual general meeting of the Company held on 19 June 2000.

Other terms: The consideration to be paid by the Purchaser for Topfield includes procuring the transfer of the Joint Venture Shares (comprising 40% of the issued shares of Mansion China) to Wansford (a company controlled by the Vendors) with the remaining 60% shareholding to be retained by the Mansion group. Mansion China will serve as a joint venture vehicle for the Mansion group's supply, installation, maintenance, repair and service of mechanical and electrical systems and equipment, investments and trading operations in China. Pending the raising of bank finance by Mansion China, the Purchaser has agreed to provide interest free interim funding to Mansion China up to a maximum amount equal to the market value of the property interests owned by Mansion China and its subsidiaries (which is not expected to exceed HK$8 million). This interim funding will be repaid from the bank funding once it is finalised.

Fair and

reasonable: The Directors have considered the Agreement, and are of the opinion that the Agreement is fair and reasonable and in the best interests of the Company.

Topfield's business

Topfield owns all of the shares of Merito Holdings Ltd. which commenced business in October 1984 and is a well-known fire protection company in Hong Kong providing the installation and maintenance services for fire protection systems, fire extinguishers and cylinder maintenance services, recycling and refilling of environmentally friendly fire suppression substances and supplying various fire protection products. The net tangible assets of Topfield and its subsidiaries as at 31 March 1999 and 31 March 2000 were HK$1.80 million and HK$1.75 million respectively.

Company's business

The Company is principally engaged in the supply, installation, maintenance, repair and service of mechanical and electrical systems and equipment (including fire prevention, plumbing and drainage, electrical, heating, ventilation and air-conditioning systems) in Hong Kong and the People's Republic of China.

Benefits of transaction

The Directors expect that the acquisition by the Company of Topfield will generate significant synergies for the benefit of both companies.

General

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. Application will be made to the Stock Exchange for listing of and permission to deal in the Consideration Shares.

By Order of the Board

Mansion Holdings Limited

Kyota Yamada

Chairman

13 February 2001, Hong Kong

"Please also refer to the published version of this announcement in the Hong Kong i-mail"