GoFintech Quantum Innovation Limited — M&A Activity 2000

Apr 28, 2000

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.

太平洋興業集團有限公司*

(incorporated in Bermuda with limited liability)

MAJOR AND CONNECTED TRANSACTION

PROPOSED CHANGE OF COMPANY NAME

The Directors are pleased to announce that on 27 April 2000, the Company has entered into a conditional sale and purchase agreement with E1 for the acquisition of the entire issued share capital in Cents.com, which is currently a wholly owned subsidiary of E1.

The total consideration under the Acquisition Agreement of HK$170,000,000 is to be settled by cash.

The Acquisition Agreement constitutes a major and connected transaction of the Company under the Listing Rules and is subject to approval by the Independent Shareholders.

The name of the Company is proposed to change to E1 Holdings Limited (易一集團有限公司*).

A circular containing, among other things, details of the Acquisition Agreement and the proposed Change of Name, the recommendations of the independent board committee and the letter of advice from the independent financial adviser regarding the Acquisition, and the notice of the SGM will be despatched to the shareholders of the Company as soon as practicable. The SGM will be held to consider and, if thought fit to approve the Acquisition and the Change of Name. E1, Dr. Lily Chiang, a director of E1, and Ms. Chan Yim Fong, Teli, a senior executive of E1, will abstain from voting at the SGM on the resolution relating to the Acquisition.

The Acquisition Agreement

Date of the Acquisition Agreement

27 April 2000

Parties

Purchaser:	the Company
Vendor:	E1, incorporated in Hong Kong, which indirectly holds approximately 30% of the issued capital of the Company, constitutes a connected person of the Company under the Listing Rules.

The shareholding interest of E1 is being held as to 60% by Peace City Development Limited (which is majority owned by Dr. Lily Chiang, a director of the Company), 20% by Hikari Tsushin Partners II, L.P. of the Hikari Tsushin Group in Japan, 16% by Cable & Wireless HKT IMS Limited, a subsidiary of a company listed in Hong Kong, 2% by Online Credit International Limited, a company listed in Hong Kong, and 2% by Pacific Challenge Technology Capital Limited, a subsidiary of the Company.

Interest to be acquired

The Company has conditionally agreed to acquire the entire equity interest in Cents.com which is currently owned by E1.

Consideration

The Consideration payable by the Company to E1 for the Acquisition is HK$170,000,000, which will be settled by cash by internal resource of the Company at Completion. The Consideration represents approximately 15% discount to the preliminary independent valuation of Cents.com of HK$201,100,000.

Conditions for the Acquisition

Completion of the Acquisition is conditional upon the fulfillment of, inter alia, the following conditions:

(i) due diligence to be carried out by the Company in relation to the legal and financial conditions of Cents.com being satisfactory to the Company;

(ii) the final valuation, to be provided by an independent valuer, acceptable to the Company, showing that the valuation of Cents.com will not be less than HK$200,000,000 as at the date of the Acquisition Agreement;

(iii) the transactions referred to in the Acquisition Agreement having been approved by the independent shareholders of the Company (other than E1, Dr. Lily Chiang, who currently holds 706,000 Shares, which represent approximately 0.003% of the share capital of the Company and Ms. Chan Yim Fong, Teli, who currently holds 432,000 Shares, which represent approximately 0.002% of the share capital of the Company), at the SGM as required by the Listing Rules; and

(iv) the obtaining of all necessary consents, authorisations or other approvals of any kind in connection with the entering into and performance of the terms of the Acquisition Agreement which may be required from any regulatory authority and under any existing contractual arrangements of the Company or any of its subsidiaries or any member of the group including loan, security and other finance documentation and the satisfaction of any regulatory requirements to which the Company or any of its subsidiaries and/or any member of the group is subject.

Completion

Completion will take place on the third business day after satisfaction of all the conditions, but in any event shall not be later than 31 July 2000 or such later date as the parties to the Acquisition Agreement may agree.

Information on Cents.com

Cents.com is a wholly owned subsidiary of E1 and was incorporated in the British Virgin Islands. One of the principal activities of Cents.com is to provide a multi-lingual e-commerce platform for manufacturers to engage in business-to-business commerce and services including procurement and online sales by catalog and auction. The real-time and interactive auction facilities provided by Cents.com are unique services which enable businesses to source and access useful materials efficiently and cost-effectively. Products represented on the platform are easily integrated into vertical business-to-business portals and business-to-consumer content platforms through Cents.com's strategic partnerships. Cents.com is currently establishing an international marketing network with presence in Asia, Europe, and the United States. Cents.com currently have 10 staff, four of which are engaged in the marketing division and the other six are engaged in the development of e-commerce related technologies and e-commerce platform applications.

Based on the audited financial statements of Cents.com, it was recorded a profit after taxation of HK$1,022,794 for the period from 5 November 1999 (date of incorporation) to 31 March 2000. 86% of the net profit of Cents.com was generated from technology licencing fee for use of the e-commerce platform. The remaining 14% was generated from system support maintenance fee, consultancy fee and advertising fee. As at 31 March 2000, the audited net asset value of Cents.com is HK$5,903,896.

Reasons for the Acquisition

As stated in the announcement of the Company dated 15 March 2000 and 29 March 2000, the Group will increase its focus on e-commerce business and will be engaged in the development and provision of Internet, multimedia and e-commerce related cutting edge technology solutions in the Greater China region and worldwide after the establishment of alliance between E1 and the Company by the equity participation in the Company by E1. Cents.com was identified by the Company recently and in view of the upside potential of the e-commerce and related technology markets, the Directors believe that the acquisition of the entire interest in Cents.com will set an effective and efficient platform for the Group to further expand its e-commerce business and will complement the newly-focused core business of the Group.

As mentioned in the section headed ``Information on Cents.com'', Cents.com has recognised a profit for the period ended 31 March 2000. The Directors are confident that with Cents.com becoming a wholly owned subsidiary of the Company, Cents.com will offer attractive returns to the shareholders of the Company.

In addition to the development of the e-commerce business, the Company continues to carry on its fee-based corporate finance and investment advisory activities, loan arranging, and debt financing through its subsdiaries.

Proposed Change of Company Name

Subject to the approval of the shareholders of the Company at the SGM, the Company proposes to change its name to E1 Holdings Limited (易一集團有限公司*) to reflect the new business development of the Group.

Upon the Change of Name becoming effective, all existing ordinary share certificates bearing the existing name of the Company will continue to be evidence of title to the ordinary shares and will continue to be valid. Should the Change of Name become effective, any issue of share certificates thereafter will be in the new name. A further announcement will be made should the proposed Change of Name become effective.

Application will be made by the Company to The Registrar of Companies of Bermuda and the Hong Kong Registrar of Companies for the Change of Name after the approval by the shareholders of the Company.

General

A circular containing, among other things, details of the Acquisition Agreement and the proposed Change of Name, the recommendations of the independent board committee and the letter of advice from the independent financial adviser regarding the Acquisition, and the notice of the SGM will be despatched to the shareholders of the Company.

Definitions

``Acquisition''	the acquisition of Cents.com by the Company from E1
``Acquisition Agreement''	the agreement dated 27 April 2000 and entered into between the Company and E1 in relation to the Acquisition
``Board''	the board of Directors
``Cents.com''	Cents.com Inc, a company incorporated in the British Virgin Islands with limited liability
``Change of Name''	the proposed change of name of the Company to E1 Holdings Limited
``Company''	Pacific Challenge Holdings Limited, a company incorporated in Bermuda with limited liability
``Completion''	completion of the Acquisition Agreement
``Consideration''	the total consideration of HK$170,000,000 for the Acquisition
``Directors''	the directors of the Company
``E1''	E1 Media Technology Limited, a company incorporated in Hong Kong with limited liability
``Group''	the Company and its subsidiaries
``Independent Shareholders''	shareholders of the Company other than E1, Dr. Lily Chiang and Ms. Chan Yim Fong, Teli
``SGM''	a special general meeting of the Company will be held to consider and, if thought fit, to approve the Acquisition and the Change of Name
``Share(s)''	share(s) or ordinary share(s) of HK$0.10 each in the capital of the Company
``Stock Exchange''	The Stock Exchange of Hong Kong Limited
``Listing Rules''	the Rules Governing the Listing of Securities on the Stock Exchange

	By Order of the Board
	Pacific Challenge Holdings Limited
	Wong Cheuk Ling, Elain
	Company Secretary

Hong Kong, 27 April 2000

* For identification purpose only

Please also refer to the published version of this announcement in the (Hongkong Standard)