Hong Kong Exchanges and Clearing Limited

FORM 3A - Director's/Chief Executive's Notice - Interests in Shares of Listed Corporation

Form Serial No:

DA20090618000207

1. Name of listed corporation:

USI Holdings Ltd.

2. Stock code:

00369

3. Class of shares:

Ordinary Shares

4. Number of issued shares in class:

989,306,918

5. Name of director (English) as printed on HKID/Passport:

(Surname)	Ng
(Other names)	Tak Wai, Frederick

8. Name of director (Chinese):

吳德偉

9. Chinese Character Code:

070217950251

12. Date of relevant event:

15/06/2009
(dd/mm/yyyy)

13. Date when director became aware of the relevant event/ interest in the shares (if later):


14. Details of relevant event:
	Relevant event code describing circumstances	Code describing capacity in which shares were/are held		Number of shares bought/sold or involved	Currency of transaction	On Exchange		Off Exchange
		Before relevant event	After relevant event			Highest price per share	Average price per share	Average consideration per share	Consideration code
Long position	121		201	71,000	HKD

15. Total shares in listed corporation immediately before the relevant event:

	Total number of shares	Percentage figure (%)
Long Position	1,028,000	0.10

16. Total shares in listed corporation immediately after the relevant event:

	Total number of shares	Percentage figure (%)
Long Position	1,099,000	0.11

17. Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only):

Code describing capacity	Number of shares
Nil

18. Further information in respect of derivative interests in listed corporation:

Code describing derivatives

Exercise period

Consideration - if derivatives granted by listed corporation

Number of shares

		Begins	Ends	Price for grant	Exercise price	Price on assignment
Long Position	409	30/01/2010	08/07/2018	0.000	0.500		10,250
Long Position	409	30/01/2011	08/07/2018	0.000	0.500		20,500
Long Position	409	20/01/2010	15/06/2019	0.000	0.500		17,750
Long Position	409	20/01/2011	15/06/2019	0.000	0.500		17,750
Long Position	409	20/01/2012	15/06/2019	0.000	0.500		35,500

19. Further information in relation to interests of children under 18 and/or spouse:

Name of child/spouse

Number of shares

Chiu So Wan, Betty

Long position

762,000

20. Further information in relation to interests of corporations controlled by Director:

Name of controlled corporation	Address and place of incorporation	Name of controlling shareholder	% control	Direct interest	Number of shares
Nil

21. Further information in relation to interests held by Director jointly with another person:

Name of joint shareholder	Address	Number of shares
Nil

22. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust:

Names of Trust	Address	Status code	Number of shares
Nil

23. Further information from a party to an agreement under Section 317:

Names of other parties	Address	Number of shares
Nil

Total number of shares in which substantial shareholder is interested under section 317 and 318:

24. Date of filing this Form 3A:

18/06/2009
(dd/mm/yyyy)

26. Number of attachments: