GoFintech Quantum Innovation Limited — M&A Activity 2002

Aug 2, 2002

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.

Pacific Challenge Holdings Limited

(Incorporated in Bermuda with limited liability)

Kandy Profits Limited

(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

Closing of voluntary conditional cash offer by

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TingKong-RexCapital Securities International Limited on behalf of Kandy Profits Limited to acquire all the shares in the issued share capital of Pacific Challenge Holdings Limited

Financial Adviser to Kandy Profits Limited

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The Offers have completed on 2 August, 2002.

Given that the percentage of Shares in public hands is less than the required minimum of 25 per cent., the Company has applied for suspension in the trading of Shares with effect from 9:30 a.m. on 5 August, 2002 until further notice.

Reference is made to the announcement (the “ Announcement ”) dated 19 July, 2002 issued by Kandy Profits Limited (the “ Offeror ”) in respect of a voluntary conditional cash offer (the “ Offers ”) to acquire all the shares in the issued share capital of Pacific Challenge Holdings Limited (the “ Company ”).

The Offers have completed on 2 August, 2002. As at 4:00 p.m. on 2 August, 2002, the Offeror has received valid acceptances in respect of 219,344,000 shares of HK$0.10 each in the capital of the Company (“ Shares ”), representing approximately 75.9% of the issued share capital of the Company, and 21,492,000 share options, representing 100% of the outstanding share options granted by the Company.

On 30 April, 2002, the Offeror received an irrevocable commitment to accept the Offer from Super Drive Inc., a controlling shareholder of the Company with respect to 93,544,000 Shares, representing approximately 32.4% of the issued share capital of the Company. Upon completion of the Offers, the Offeror and/or parties acting in concert with it will own as to 219,344,000 Shares, representing 75.9% of the issued share capital of the Company. The Offeror and/or parties acting in concert with it has on interest or options in or rights to acquire any Shares before the offer period.

Of the 69,524,000 Shares the acceptances of which not received by the Offeror, 62,400,000 Shares, which represents approximately 21.6% of the issued share capital of the Company, are held by Kistefos Investment A.S., a substantial shareholder of the Company. Accordingly, approximately 2.5% of the issued share capital of the Company are in the public hands.

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Given that less than 25 per cent. of the issued Shares are in the public hands following completion of the Offers, the Company has applied to the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) for suspension in the trading of Shares on the Stock Exchange with effect from 9:30 a.m. on 5 August, 2002 until further notice in relation to the restoration of the Company’s public float to at least 25 per cent. of its share capital. Further announcement will be made by the Company on the development when appropriate.

By order of the Board Pacific Challenge Holdings Limited Lam Kwan Sing Director

By order of the Board Kandy Profits Limited Cheong Tin Yau Director

Hong Kong, 2 August, 2002

The sole director of the Offeror accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Company) and confirm, having made all reasonable enquiries, that to the best of his knowledge, 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 in relation to the Company) the omission of which would make any statements in this announcement misleading.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, 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 in relation to the Offeror) the omission of which would make any statements in this announcement misleading.

"Please also refer to the published version of this announcement in the China Daily"

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