Founder Holdings Limited — M&A Activity 2001

Jul 9, 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 with limited liability) (incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT

relating to the

Mandatory unconditional cash offer 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 already owned by the Offeror

or parties acting in concert with it)

Joint financial advisers to New Century Worldwide Capital Limited

The board of Directors announces that it was informed on 26th June, 2001 by the Offeror, that it has agreed to acquire 114,155,844 Shares, representing about 24.07% of the entire issued share capital of the Company from the Vendors at HK$ 0.455 per Share. Completion will take place on the Completion Date, except for the acquisition of 34,892,000 Shares, which was completed in two batches on 26th June and 28th June, 2001, respectively. On completion of the Acquisition, the Offeror and parties acting in concert with it, together with the 133,668,000 Shares it already held before the Acquisition, will be interested in 247,823,844 Shares, representing about 52.26% of the entire issued share capital of the Company. In compliance with the requirements under Rule 26.1 of the Takeovers Code, Kingston Securities and Altus will, on behalf of the Offeror, make a mandatory unconditional cash offer for all issued Shares not already owned or agreed to be acquired by the Offeror or parties acting in concert with it. The details of the Offer are set out below. Kingston Securities, Kingston Corporate Finance and Altus are satisfied that there are sufficient financial resources available to the Offeror to satisfy full acceptance of the Offer. The Offeror is a wholly owned subsidiary of Huang Group. Huang Group is wholly owned by a discretionary trust, the discretionary objects of which are the family members of Mr. Huang. Mr. Huang's brother Mr. Ng is a Director. Ms Chen, also a Director, is Mr. Huang's niece. On 5th July, 2001, the Offeror has entered into the Placing Agreement with Kingston Securities whereby Kingston Securities has agreed to place or procure the placing of a sufficient number of Shares to independent third parties out of the Shares that may be tendered to the Offeror under the Offer, at HK$0.455 per Share to ensure that only 25% of the issued share capital of the Company will be in public hands within a period of one month following the close of the Offer. The Offeror will hold a maximum of 75 % of the issued share capital of the Company after the Offer and completion of the placing of Shares pursuant to the Placing Agreement. Trading of the Shares was suspended at 10:00 a.m. on 26th June, 2001 at the request of the Company pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the Shares at 10:00 a.m. on 6th July, 2001.

ACQUISITION

The Offeror has agreed to acquire at the consideration of HK$0.455 per Share 114,155,844 Shares from the Vendors and the Vendors have agreed to sell at HK$0.455 an aggregate of 114,155,844 Shares to the Offeror which is to be completed on the Completion Date, except for the acquisition of 34,892,000 Shares, which was completed in two batches on 26th June and 28th June, 2001, respectively. The Acquisition is unconditional. 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 issued share capital of the Company. After the Acquisition, the Offeror and parties acting in concert with it will be interested in 247,823,844 Shares, representing about 52.26% of the issued share capital of the Company. After completion of the Acquisition, except for one of the Vendors who will retain 2,104,000 Shares, about 0.44% of the total issued share capital of the Company, for investment purpose and will not accept the Offer for such number of Shares, other Vendors and parties acting in concert with each of them will hold no Shares. The consideration of the total amount of about HK$51.9 million, being HK$0.455 per Share, for the Acquisition is to be satisfied in cash. Completion of the acquisition of 79,263,844 Shares will take place on the Completion Date through the clearing system of the Stock Exchange, following the resumption of trading of the Shares on the Stock Exchange, and the acquisition of 34,892,000 Shares was completed in two batches on 26th June and 28th June, 2001, respectively. Please refer to section with heading "Information on the Offeror" below for information on the Offeror.

Set out below is the shareholding structure of the Company before and after the Acquisition:

Before the Acquisition

After the Acquisition

THE OFFER

As from Completion, the Offeror will be interested in about 52.26% of the issued share capital of the Company. In compliance with the requirements under Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional cash offer for all the issued Shares not already owned or agreed to be acquired by it or parties acting in concert with it . Currently, there are 474,253,276 Shares in issue. Accordingly, apart from 247,823,844 Shares already owned or to be acquired under the Acquisition by the Offeror, the remaining 226,429,432 Shares will be subject to the Offer. Kingston Securities and Altus, on behalf of the Offeror, will make the Offer on the following basis:

For each Share HK$0.455 in cash

The Offer Price of HK$0.455 per Share represents a 1.1% discount to the closing price of HK$0.460 per Share as quoted on the Stock Exchange on 22nd June, 2001, being the last trading day prior to this announcement. The Offer Price also represents a 0.2% premium to the average closing price of about HK$0.454 per Share for the ten trading days up to and including the last trading day prior to the date of this announcement.

There are no outstanding share options or warrants or other securities convertible into Shares in issue.

Acceptances of the Offer by any person will be deemed to constitute a warranty by such person to the Offeror that the Shares acquired under the Offer are sold by such person free from third party rights, liens, claims, equities, charges and encumbrances and together with all rights attaching thereto including the right to receive all dividends and distribution declared, paid or made on or after the Completion Date.

Based on a total of 474,253,276 Shares in issue as at the date of this announcement and the Offer Price, the Offer values the entire issued share capital of the Company at about HK$215.8 million. In the event of full acceptance of the Offer, the consideration payable by the Offeror will be about HK$103.0 million.

Sellers' ad valorem stamp duty arising in connection with acceptances of the Offer, amounting to HK$1.125 for every HK$1,000, or part thereof, of the consideration payable in respect of any acceptance, will be payable by the persons accepting the Offer and will be deducted from the consideration payable on acceptance of the Offer.

INFORMATION ON THE OFFEROR

The Offeror is a company incorporated in the British Virgin Islands, having its registered office at Commerce Chambers, Road Town, Tortola, British Virgin Islands, and is beneficially wholly- owned by Huang Group. Huang Group is wholly and beneficially owned by a discretionary trust, the discretionary objects of which are the family members of Mr. Huang. Mr. Huang's brother Mr. Ng is a Director. Ms Chen, also a Director, is Mr. Huang's niece. Mr. Huang will not join the boards of the Group.

Mr. Huang, aged 58, is engaged in tour business, cruise liner management, hotel and property investment in Southeast Asia.

The Offeror had acquired 133,668,000 Shares during the six months prior to the date of the Acquisition and the highest purchase price was HK$0.455. Out of these Shares, 106,548,000 Shares were acquired from New Century Worldwide Investment Limited, a then substantial shareholder of the Company and of which Mr. Huang is the beneficial owner, on 21st June, 2001 and 27,120,000 Shares were acquired through open market purchases during the period from 8th June, 2001 to 22nd June, 2001, being the last trading day prior to suspension of trading of the Shares.

Mr. Kan Ka Chong, Frederick is the sole director of both Accura Global Limited (which is the corporate director of the Offeror) and Huang Group.

INFORMATION ON THE COMPANY

The Company is an investment holding company. The Company's subsidiaries are engaged in property investment, property information websites development, photograph developing and processing and manufacturing business. The audited consolidated loss attributable to the shareholders of the Company for the years ended 31st March. 2000 and 31st March, 1999 were about HK$33.7 million and HK$162.3 million respectively.

REASONS FOR THE OFFER

The Offeror's reasons for acquiring a majority interest in the Company through acquisition of Shares by a reorganization of the Huang family interests in the Company, open market purchases, the Acquisition and making the Offer is that it is optimistic about prospects for certain businesses of the Company, particularly the online professional property valuation, internet property information search and other related businesses.

INTENTION OF THE OFFEROR

It is the intention of the Offeror that the existing principal activities of the Group will remain unchanged, and the Offeror has no intention of injecting any material assets or businesses into the Group or disposing of any of its major assets. The Offeror intends to hold its interest in the Company as a long- term investment.

The Offeror has no intention to appoint new directors to the boards of the Group upon the despatch of the offer document and in the near future after the despatch of the offer document. No existing directors of the Group will resign before the closing of the Offer and in the near future after the closing of the Offer.

MAINTAINING THE LISTING STATUS OF THE SHARES

It is the intention of the Offeror that the listing of the Shares on the Stock Exchange be maintained and for this purpose, the Offeror has entered into the Placing Agreement with Kingston Securities to place or to procure placees to acquire Shares in order to ensure that not less than 25% of the issued share capital of the Company will be held in public hands within a period of one month following the close of the Offer. Pursuant to the Placing Agreement, the Placing will result in only 25% of the issued share capital of the Company be in the public hands. The Offeror has undertaken to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that not less than 25% of Shares will be held by the public.

The Stock Exchange has stated that in the event that less than 25% of Shares is in public hands following the close of the Offer, it will closely monitor the trading of the Shares. If the Stock Exchange believes that a false market exists or may exist in the trading of the Shares, or that there are insufficient Shares in public hands to maintain an orderly market, then it will give consideration to exercising its discretion to suspend dealings in the Shares.

The Stock Exchange has also stated that, if the Company remains as a listed company, any future injections into or disposals of the Company will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has a discretion to require the Company to issue a circular to its shareholders where any acquisition or disposal by the Company is proposed, irrespective of the size of such acquisition or disposal and in particular where such acquisition or disposal represents a departure from the principal activities of Company. The Stock Exchange also has the power, pursuant to the Listing Rules, to aggregate a series of acquisitions or disposals by the Company and any such acquisitions or disposals may, in any event, result in the Company being treated as a new applicant for listing and subject to the requirements for new applicants as set out in the Listing Rules.

PLACING AGREEMENT

The Offeror has entered into the Placing Agreement on 5th July, 2001 with Kingston Securities, pursuant to which Kingston Securities has agreed to place or procure the placing of a sufficient number of Shares to placees who are independent of and not connected or acting in concert with the Offeror, the Vendors, Directors, chief executive and substantial shareholders of the Company, its subsidiaries or any of their respective associates (as defined in the Listing Rules) out of the Shares that may be tendered to the Offeror under the Offer, at HK$0.455 per Share to ensure that the Placing will result in only 25% of the issued share capital of the Company be in public hands within a period of one month following the close of the Offer. The Placing will not result in more than 25% of the issued share capital of the Company to be held by the public. The Offeror will hold a maximum interest of 75 % in the issued share capital of the Company after the Offer and completion of the placing of Shares pursuant to the Placing Agreement.

GENERAL

Kingston Securities and Altus have been retained by the Offeror to make the Offer on its behalf. Kingston Corporate Finance and Altus have been appointed by the Offeror as the joint financial advisers relating to the Offer. Kingston Securities, Kingston Corporate Finance and Altus are satisfied that sufficient financial resources are available to the Offeror to enable it to satisfy acceptance of the Offer in full.

The Independent Board Committee will be constituted by the Company to advise the Independent Shareholders in respect of the terms of the Offer. An independent financial adviser will be appointed to advise the Independent Board Committee or the Independent Shareholders on the same.

A composite offer document containing details of the Offer and the recommendations of the Independent Board Committee and of the independent financial adviser will be despatched to the shareholders of the Company as soon as practicable, but in any event within 21 days of this announcement or such later date as may be agreed by the Executive.

RESUMPTION OF TRADING

Trading in the Shares was suspended from 10:00 a.m. on 26th June, 2001 at the request of the Company pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the Shares at 10:00 a.m. on 6th July, 2001.

TERMS USED IN THIS ANNOUNCEMENT

"Acquisition" the acquisition of an aggregate of 114,155,844 Shares, representing about 24.07% of the total issued share capital of the Company, by the Offeror from the Vendors

"Altus" Altus Capital Limited, an investment adviser and a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) and one of the joint financial advisers to the Offeror in relation to the Offer

"Company" Multi-Asia International Holdings Limited, a company incorporated in Bermuda with limited liability the shares of which are listed on the Stock Exchange

"Completion" completion of the Acquisition

"Completion Date" the date of Completion, which is 6th July, 2001 or the date on which trading of the Shares on the Stock Exchange resumes.

"Directors" directors of the Company

"Executive" the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director

"Group" the Company and its subsidiaries

"Hong Kong" The Hong Kong Special Administrative Region of PRC

"Huang Group" Huang Group (BVI) Limited, a company incorporated in the British Virgin Islands and is wholly and beneficially owned by a discretionary trust, the discretionary objects of which are the family members of Mr. Huang

"HK$" Hong Kong dollars

"Independent Board Committee" the independent committee of the board of Directors to be established to advise the Independent Shareholders on the terms of the Offer

"Independent Shareholders" shareholders of the Company other than the Offeror, the Vendors and parties acting in concert with any of them

"Kingston Corporate Finance" Kingston Corporate Finance Limited, an investment adviser registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) and one of the joint financial advisers to the Offeror in relation to the Offer

"Kingston Securities" Kingston Securities Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

"Listing Rules" Rules Governing the Listing of Securities of the Stock Exchange

"Mr. Huang" Mr. Huang Cheow Leng, the brother of Mr. Ng Eng Leng, who is a Director

"Mr. Ng" Mr. Ng Eng Leng, a Director and brother of Mr. Huang

"Ms Chen" Ms Chen Ka Chee, a Director and niece of Mr. Huang

"Offer" the mandatory unconditional cash offer made by Kingston Securities and Altus on behalf of the Offeror to acquire all the Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it at the Offer Price

"Offeror" New Century Worldwide Capital Limited, a company incorporated in the British Virgin Islands and wholly and beneficially owned by Huang Group.

"Offer Price" HK$0.455 per Share in cash

"Placing" the placing of Shares contemplated under the Placing Agreement

"Placing Agreement" the Placing Agreement dated 5th July, 2001 entered into between the Offeror and Kingston Securities whereunder Kingston Securities has agreed to place or procure the placing of a sufficient number of Shares to independent third parties out of the Shares that may be tendered to the Offeror under the Offer, at HK$0.455 per Share to ensure that the Placing will result in only 25% of the issued share capital of the Company be in public hands within a period of one month following the close of the Offer

"PRC" The People's Republic of China

"SFC" the Securities and Futures Commission

"Shares" shares in the Company of HK$0.01 each

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Hong Kong Code on Takeovers and Mergers

"Vendors" five independent third parties not connected or acting in concert with the Offeror, the Directors, chief executive and substantial shareholders of the Company, its subsidiaries or any of their respective associates (as defined in the Listing Rules), and Mr. Li Chi Sing, who is the chairman and a Director of the Company

By the order of By the order of

the board of the Directors the board of the Directors

New Century Worldwide Multi-Asia International

Capital Limited Holdings Limited

Accura Global Limited Chang Kin Man

Corporate Director Executive Director

Hong Kong, 5th July, 2001

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

The sole director of the Offeror jointly and severally accepts full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company), and confirm, having made all reasonable inquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement (other than those relating to the Company), 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"