Enterprise Development Holdings Limited — M&A Activity 2011

Feb 18, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

AFFLUENT START HOLDINGS TAI-I INTERNATIONAL INVESTMENT LIMITED HOLDINGS LIMITED

(Incorporated in the BVI with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1808)

JOINT ANNOUNCEMENT

UNCONDITIONAL MANDATORY CASH OFFER BY HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED ON BEHALF OF AFFLUENT START HOLDINGS INVESTMENT LIMITED TO ACQUIRE ALL THE SHARES IN TAI-I INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY AFFLUENT START HOLDINGS INVESTMENT LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

CLARIFICATION

DESPATCH OF THE LISTCO OFFER DOCUMENT

APPOINTMENT OF DIRECTORS AND RESIGNATION OF DIRECTORS

Financial adviser to Affluent Start Holdings Investment Limited

Financial adviser to Tai-I International Holdings Limited

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CLARIFICATION

The sole director of Affluent Start and the Board would like to clarify that, for only the purpose of the Listco Offer, references to the respective “Independent Shareholders” in certain statements in the Joint Announcement, the Circular and the Completion Announcement as set out below in the section headed “Clarification” in this joint announcement should mean Shareholders other than Affluent Start, its associates and parties acting in concert with it.

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DESPATCH OF THE LISTCO OFFER DOCUMENT

The Listco Offer Document has been despatched to the Shareholders on 18 February 2011. The Listco Offer will open for acceptance on and from 18 February 2011 and the latest time and date for acceptance of the Listco Offer is 4:00 p.m. on 11 March 2011. An expected timetable is set out below in this joint announcement.

Independent Shareholders are strongly advised to read the Listco Offer Document carefully, including the recommendations from the Independent Board Committee and the advice from Beijing Securities, before deciding whether or not to accept the Listco Offer.

Independent Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the Shares.

APPOINTMENT OF DIRECTORS

The Board hereby announces that Mr. King Pak Fu and Mr. Tsang To will be appointed as executive Directors with effect from 18 February 2011 (immediately after the dispatch of the Listco Offer Document).

RESIGNATION OF DIRECTORS

The Board also announces that Mr. Huang Cheng-Roang, Mr Lin Chi-Ta, Mr. Huang Kuo-Feng and Mr. Du Chi-Ting, who are executive Directors, and Mr. Kang Jung-Pao, Mr. Cheng Yang-Yi, Mr. Tsay Yang-Tzong, Mr. Yan Minghe and Mr. Atsushi Kanayama, who are independent non-executive Directors, have tendered their resignations and such resignations will take effect from the earliest date permitted under the Takeovers Code. It is expected that their resignations will become effective after the close of the Listco Offer, which is currently scheduled to be on 12 March 2011.

Reference is made to (i) the announcements of Tai-I International Holdings Limited (the “ Company ”) dated 14 September 2010, 22 September 2010 and 21 October 2010; (ii) the joint announcements of Affluent Start Holdings Investment Limited (“ Affluent Start ”), the Company and Tai-I International (BVI) Limited (“ Tai-I BVI ”) dated 17 November 2010 (the “ Joint Announcement ”) and 11 February 2011 (the “ Completion Announcement ”); (iii) the circular of the Company dated 18 January 2011; (iv) the joint announcement of the Company and Tai-I BVI dated 2 February 2011 (the “ Clarification Announcement ”); and (v) the composite offer and response document jointly issued by the Company and Affluent Start dated 18 February 2011 (the “ Listco Offer Document ”).

Unless the content requires otherwise, capitalised terms used in this joint announcement shall have the same meanings as defined in the Listco Offer Document.

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CLARIFICATION

It was stated in the Joint Announcement under the section headed “The Circular and appointment of the independent financial adviser pursuant to Rule 2.1 of the Takeovers Code” that an independent board committee of the Company comprising all the independent non-executive Directors had been formed in order to make a recommendation to the “Independent Shareholders” regarding the Listco Offer, and Beijing Securities Limited has been appointed as the independent financial advisor to advise the Independent Board Committee and the “Independent Shareholders” in relation to the Listco Offer.

In addition, it was stated the definition of “Independent Board Committee” under the “Definition” section in the Circular that the independent board committee is an independent committee of the Board comprising all independent non-executive Directors established for the purpose of advising the “Independent Shareholders” in respect of the Listco Offer.

Also, it was stated in the Completion Announcement that Haitong Securities will, on behalf of Affluent Start, make the Listco Offer to the “Independent Shareholders”.

On 2 February 2011, the Company and Tai-I BVI clarified in the Clarification Announcement that Mr. Hsu’s mother, spouse, a child of Mr. Hsu and a sister of Mr. Hsu were holding an aggregate of 1,690,000 Shares as at the date of the Clarification Announcement. As a result of the clarification made thereof, the sole director of Affluent Start and the Board would like to clarify that, for only the purpose of the Listco Offer, references to the respective “Independent Shareholders” in the statements in the Joint Announcement, the Circular and the Completion Announcement as set out above should mean Shareholders other than Affluent Start, its associates and parties acting in concert with it.

In summary, the term of “Independent Shareholders” used in the Joint Announcement, Circular and Completion Announcement (i) in the context of the Listco Offer, should mean Shareholders other than Affluent Start, its associates and parties acting in concert with it; while (ii) in the contexts of the Proposal (including the approval of the resolution in respect of the Proposal at the EGM) and the Privateco Offer, should mean Shareholders other than Affluent Start, Tai-I BVI, their respective associates and parties acting in concert with any of them.

DESPATCH OF THE LISTCO OFFER DOCUMENT

The Listco Offer Document containing, among other things, (i) the expected timetable in respect of the Listco Offer; (ii) a letter from Haitong Securities; (iii) a letter from the Board; (iv) a letter of recommendation from the Independent Board Committee; and (v) a letter of advice from Beijing Securities, the independent financial adviser to the Independent Board Committee, together with the Form of Acceptance, has been despatched to the Shareholders on 18 February 2011 in accordance with the Takeovers Code.

The Listco Offer will open for acceptance on and from 18 February 2011 and the latest time and date for acceptance of the Listco Offer is 4:00 p.m. on 11 March 2011.

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EXPECTED TIMETABLE

An expected timetable of the Listco Offer is set out below:

Listco Offer opens for acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 February 2011

Latest time and date for

acceptance of the Listco Offer (Notes 1 and 3) . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 11 March 2011

Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 11 March 2011

Announcement of the results of the Listco Offer or as to

whether the Listco Offer has been revised or extended,

on the website of the Stock Exchange (Note 1) . . . . . . . . . . . . . by 7:00 p.m. on Friday, 11 March 2011

Latest date for posting of remittances for the amounts due

under the Listco Offer in respect of

valid acceptances received on or before the latest time

for acceptance of the Listco Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 March 2011

Notes:

1. The latest time for acceptance of the Listco Offer is 4:00 p.m. on Friday, 11 March 2011. The Listco Offer, which is unconditional, will be closed on Friday, 11 March 2011. The Offeror will issue an announcement by 7:00 p.m. on Friday, 11 March 2011 as to whether the Listco Offer has been revised, extended or expired and, in relation to any revision or extension of the Listco Offer, to state either the next closing date or that the Listco Offer will remain open until further notice.

2. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares under the Listco Offer will be posted to the accepting Independent Shareholders by ordinary post at their own risk as soon as possible, but in any event within 10 days of the date of receipt by the Registrar of all the relevant documents of title to render the acceptance by such Independent Shareholder under the Listco Offer complete and valid.

3. Acceptances of the Listco Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in paragraph 4 headed “Right of withdrawal” in Appendix I to the Listco Offer Document.

All time and date references contained in this joint announcement refer to Hong Kong time and dates.

RECOMMENDATIONS OF THE INDEPENDENT BOARD COMMITTEE

Independent Shareholders are strongly advised to read the Listco Offer Document carefully, including the recommendations from the Independent Board Committee and the advice from Beijing Securities, before deciding whether or not to accept the Listco Offer.

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IMPORTANT

Independent Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the Shares.

APPOINTMENT OF DIRECTORS

The Board hereby announces that Mr. King Pak Fu and Mr. Tsang To (the “ Proposed Directors ”) will be appointed as executive Directors with effect from 18 February 2011 (immediately after the despatch of the Listco Offer Document).

The biographical details of the Proposed Directors are set out below:

Mr. King, aged 40, is experienced in property development and corporate management. He is currently the managing director of 昂展投資諮詢有限公司 (For identification purpose only, “Advanced Investment Holdings Limited”) (“ Advanced Investment ”), a private company established under the laws of the PRC with limited liability. Mr. King currently owns 90% equity interest in Advanced Investment. Mr. King has no direct experience in managing computer related business in the PRC, but has the experience in investing in such company. Advanced Investment, through its wholly owned subsidiary, is beneficially interested in approximately 20.36% of the entire issued share capital of Fujian Start Group Co., Ltd. (“ Fujian Start ”), a company listed on the Shanghai Stock Exchange. Based on the latest annual report of Fujian Start, it is engaged in property development, and computer equipment manufacturing and marketing business. Mr. King did not hold any directorship in any public listed companies in the last three years. As at the date of this announcement, Mr. King was interested in 405,487,000 Shares through Affluent Start, in which Mr. King is the sole beneficial owner and sole director of Affluent Start. Save from the above, Mr. King did not have any interest in the Shares within the meaning of Part XV of the SFO as at the date of this announcement.

Mr. Tsang To, aged 35, is a partner of a PRC law firm. Mr. Tsang holds a bachelor’s degree in laws from Xiamen University（廈門大學）and a master’s degree in laws from the University of London. He is admitted as a solicitor to the High Court of Hong Kong as well as a PRC qualified lawyer. Mr. Tsang is currently an independent director of THT Heat Transfer Technology. Inc. (Stock Code: THTI), a company listed on the NASDAQ Stock Market. Save as disclosed above, Mr. Tsang did not hold any directorship in any public listed companies in the last three years. As at the date of this announcement, Mr. Tsang did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, as at the date of this announcement (i) each of Mr. King and Mr. Tsang did not have any relationship with any directors, senior management, management or substantial or controlling shareholders of the Company; (ii) both Mr. King and Mr. Tsang did not hold any directorship in any other listed company in the past three years before the date of this announcement; (iii) both Mr. King and Mr. Tsang did not have other major appointments and professional qualifications; (iv) there were no other matters that are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules; and (v) there were no other matters that need to be brought to the attention of the Shareholders.

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The Proposed Directors will have no fixed term of service with the Company but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. The appointment of the above Proposed Directors can be terminated by one month’s advance notice in writing by a relevant party. The remuneration of the above Proposed Directors have not been fixed and will be determined with reference to his qualifications, experience and duties and responsibilities in the Group.

RESIGNATION OF DIRECTORS

The Board also announces that Mr. Huang Cheng-Roang, Mr Lin Chi-Ta, Mr. Huang Kuo-Feng and Mr. Du Chi-Ting, who are executive Directors, and Mr. Kang Jung-Pao, Mr. Cheng Yang-Yi, Mr. Tsay YangTzong, Mr. Yan Minghe and Mr. Atsushi Kanayama, who are independent non-executive Directors, have tendered their resignations and such resignations will take effect from the earliest date permitted under the Takeovers Code. It is expected that their resignations will become effective after the close of the Listco Offer, which is currently scheduled to be on 12 March 2011.

The resignation of these Directors is due to change in control of the Company following Completion. They have confirmed that they have no disagreement with the Board and that they are not aware of any matter relating to their resignations that need to be brought to the attention of the Shareholders.

By order of the board of directors of By order of the Board Affluent Start Holdings Investment Limited Tai-I International Holdings Limited King Pak Fu Huang Cheng-Roang Sole Director Chairman

Hong Kong, 18 February 2011

As at the date of this joint announcement, the Board comprises four executive Directors, namely Mr. Huang Cheng-Roang (Chairman), Mr. Lin Chi-Ta (Chief Executive Officer), Mr. Huang Kuo-Feng and Mr. Du Chi-Ting, and five independent non-executive Directors, namely Mr. Kang Jung-Pao, Mr. Cheng Yang-Yi, Mr. Tsay Yang-Tzong, Mr. Yan Minghe and Mr. Atsushi Kanayama.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to Affluent Start and its associates and parties acting in concert with Affluent Start) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. King is the sole director of Affluent Start.

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Mr. King accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Company and its associates and parties acting in concert with the Company) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

The English text of this joint announcement shall prevail over its Chinese text.

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