abc Multiactive Limited — Declaration of Voting Results & Voting Rights Announcements 2004

Oct 28, 2004

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.

abc Multiactive Limited 辰罡科技有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 8131)

RESULTS OF SPECIAL GENERAL MEETING REGARDING CONTINUING CONNECTED TRANSACTIONS

The board of directors of abc Multiactive Limited (the “Company”) is pleased to announce that the independent shareholders of the Company duly passed the ordinary resolutions to approve the Products Sales Agreement dated 5 February 2004 and Supplemental Product Sales Agreement dated 28 June 2004 entered into between the Company and Maximizer Software Inc. (“MSI”), the continuing connected transactions to be carried out in accordance with the terms of these agreements (the “Continuing Connected Transactions”) and the proposed annual caps in connection with these transactions.

Reference is made to the circular dated 13 October 2004 (the “Circular”) of the Company relating to the Continuing Connected Transactions entered into between the Company and MSI. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meaning as those defined in the Circular.

The Company’s share registrar, Abacus Share Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, acted as the scrutineer for the purpose of vote-taking at the SGM. The poll results in respect of the Ordinary Resolution passed at the SGM were as follows:

Ordinary Resolution passed at the SGM were as follows:
Resolution	No. of Votes (%)
	For	Against
To approve, confirm and ratify the Product Sales	6,003,600	Nil
Agreement dated 5 February 2004 and Supplemental	(100%)	(0%)
Product Sales Agreement dated 28 June 2004 and the
Continuing Connected Transactions and to authorize the
directors of the Company to do all such further acts and
things and execute all such further documents and take
all such steps as they may consider necessary, desirable
or expedient to implement and/or give effect to the terms
of the Products Sales Agreement, Supplemental Product
Sales Agreement and/or the Continuing Connected
Transactions with such changes as the directors of the
Company may consider necessary, desirable or expedient.
(the “Ordinary Resolution”)

As more than 50% of votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution of the Company.

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Notes:

1. The total number of shares of the Company entitling the holders to attend and vote for or against the Ordinary Resolution at the SGM was 61,389,057 shares.

2. Maximizer International Limited and Pacific East Limited abstained from voting on the Ordinary Resolution.

By order of the Board Senan Shiu Lung Yuen Executive Director

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

Mr. Terence Chi Yan HUI (Executive Director)

• Mr. Joseph Chi Ho HUI (Executive Director)

• Mr. Senan Shiu Lung YUEN (Executive Director)

Mr. Kau Mo HUI (Non-executive Director)

Mr. Ronald Kwok Fai POON (Independent Non-executive Director)

Mr. Clifford Sau Man NG (Independent Non-executive Director)

Mr. Kwong Sang LIU (Independent Non-executive Director)

Hong Kong, 28 October 2004

This announcement, for which the directors of abc Multiactive Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to abc Multiactive Limited. The directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this announcement is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Company Announcements” on the GEM website at www.hkgem.com for at least 7 days from the date of its publication.

• For identification purposes only

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