GoFintech Quantum Innovation Limited — M&A Activity 2002

Jun 18, 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.

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, and to cancel all outstanding options granted by PACIFIC CHALLENGE HOLDINGS LIMITED

Financial Adviser to Kandy Profits Limited

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The Share Offer became unconditional as to acceptances on 18 June 2002.

The Option Offer is conditional upon the Share Offer becoming unconditional in all respects.

Given that the Share Offer has not become unconditional in all respects, the Offers will be extended and will remain open until further notice.

Reference is made to the Offer Document dated 23 May 2002. Unless otherwise stated, terms used in this announcement shall have the same meanings as they are defined in the Offer Document.

Acceptances

The sole director of the Offeror is pleased to announce that as at 4:00 p.m. on 18 June 2002, valid acceptances have been received in respect of 148,384,000 Shares (representing approximately 51.37% of the issued share capital of the Company).

The Offeror and/or parties acting in concert with it have no interest in or options or rights to acquire any Shares before the offer period and have not acquired or dealt in any Shares or options or rights to acquire any Shares up to the date of this announcement. The 148,384,000 Shares accepted under the Share Offer represents more than 50% of the Shares carrying voting rights then exercisable at a general meeting of the Company. Accordingly, the Share Offer became unconditional as to acceptances.

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Other conditions of the Share Offer

As stated in the Offer Document, the Share Offer is also conditional upon all regulatory approvals being obtained which include the approval by the SFC of the Offeror becoming a substantial shareholder of the Company. Such conditions have not been satisfied. Pursuant to Rule 15.7 of the Takeovers Code, except with the consent of the Executive, all conditions must be fulfilled or the Offers must lapse within 21 days of the First Closing Date, being 20 June 2002. The Option Offer is conditional upon the Share Offer becoming unconditional in all respects.

Given that the Share Offer has not become unconditional in all respects on 18 June 2002, the Offers will be extended and will remain open until further notice.

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

Hong Kong, 18 June 2002

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinion expressed in this announcement has been arrived at after due and careful consideration and there are no other facts not contained in this announcement 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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