Founder Holdings Limited — M&A Activity 2001

Aug 28, 2001

The Stock Exchange of Hong Kong Limited 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.

New Century Worldwide Capital Limited Multi-Asia International Holdings Limited

(incorporated in the British Virgin Islands (incorporated in Bermuda

with limited liability) with limited liability)

JOINT ANNOUNCEMENT

Close of unconditional cash offer made jointly by Kingston Securities Limited and Altus Capital

Limited on behalf of New Century Worldwide Capital Limited for all the issued shares in

Multi-Asia International Holdings Limited (other than those shares already owned by

New Century Worldwide Capital Limited or parties acting in concert with it)

The latest time and date for acceptance of the Offer was 4:00 p.m. on Monday, 27th August, 2001 and the Offer will be closed at 9:30 a.m. on Tuesday, 28th August, 2001. As at 4:00 p.m. on Monday, 27th August, 2001, valid acceptances of the Offer in respect of 46,492,791 Shares, representing about 9.80% of the entire issued share capital of the Company, have been received by the Offeror. Taking into account of Shares acquired pursuant to (i) the Acquisition; (ii) valid acceptances of the Offer; (iii) the 1,268,000 Shares bought from the market on 1st August, 2001; and (iv) the 133,668,000 Shares owned before the Acquisition, the Offeror and parties acting in concert with it will be interested in about 62.33% of the entire issued share capital of the Company. It is the intention of the Offeror that the listing of Shares on the Stock Exchange be maintained.

Reference is made to the joint announcements made by New Century Worldwide Capital Limited (the "Offeror") and Multi-Asia International Holdings Limited (the "Company") dated 5th July, 2001 (the "Announcement") and the composite offer document (the "Document") issued by the Company and the Offeror dated 6th August, 2001 in relation to the Offer. Unless the context requires otherwise, capitalised terms herein shall have the same respective meanings as defined in the Announcement and the Document.

CLOSE OF THE OFFER

The latest time for the acceptance of the Offer was 4:00 p.m. on Monday, 27th August, 2001 and the Offer will be closed at 9:30 a.m. on Tuesday, 28th August, 2001. The respective directors of the Offeror and the Company jointly announce that as at 4:00 p.m. on Monday, 27th August, 2001, the Offeror has received valid acceptances of the Offer in respect of 46,492,791 Shares, representing about 9.80% of the entire issued share capital of the Company.

Remittances in respect of valid acceptances of the Offer are posted to the accepting Shareholders by ordinary post at their own risk within 10 days following the date of receipt of such valid acceptances of the Offer.

PUBLIC FLOAT OF THE SHARES

The Offeror acquired 114,155,844 Shares from the Vendors at a consideration of HK$0.455 per Acquisition Share in three tranches as to 15,000,000 shares on 26th June, 2001 and 19,892,000 shares on 28th June, 2001 and 79,263,844 shares on 9th July, 2001 respectively. Before the Acquisition, the Offeror and parties acting in concert with it were interested in 133,668,000 Shares, representing about 28.18% of the total issued share capital of the Company. Immediately after the Acquisition, the Offeror and parties acting in concert with it are interested in 247,823,844 Shares, representing about 52.26% of the total issued share capital of the Company. Taking into account of valid acceptances received pursuant to the Offer in relation to 46,492,791 Shares and the 1,268,000 Shares bought from the market on 1st August, 2001, the Offeror and parties acting in concert with it are interested in 295,584,635 Shares, representing about 62.33% of the entire issued share capital of the Company as at the date of this announcement. Save as mentioned above, the Offeror and parties acting in concert with it have not otherwise acquired or agreed to acquire any Shares during the six months period prior to the date of the Announcement.

The table below sets out the shareholding structure of the Company immediately upon the closing of the Offer:

Approximate

Number of Shares percentage

The Offeror 295,584,635 62.33

Public 178,668,641 37.67

Total 474,253,276 100.00

MAINTAIN THE LISTING OF THE COMPANY

It is the intention of the Offeror that the Shares will remain listed on the Stock Exchange

By order of the board of directors of By order of the board of directors of

New Century Worldwide Capital Limited Multi-Asia International Holdings Limited

Accura Global Limited Chang Kin Man

Corporate Director Executive Director

Hong Kong, 27th August, 2001

The sole director of the Offeror accepts full responsibility for the accuracy of the information (other than that relating to the Group) contained in this announcement and confirms, having made all reasonable inquires, that to the best of its knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that relating to the Group), the omission of which would make any statement in this announcement misleading.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror) contained in this announcement and confirm, having made all reasonable inquires, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that relating to the Offeror), the omission of which would make any statement in this announcement misleading.

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