GoFintech Quantum Innovation Limited — M&A Activity 2002

Jun 5, 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.

（太平洋興業集團有限公司）*

(incorporated in Bermuda with limited liability)

Voluntary conditional cash offers by

TingKong - RexCapital Securities International Limited

on behalf of Kandy Profits Limited

to acquire all the issued shares and outstanding options to subscribe for shares in

Pacific Challenge Holdings Limited

Independent financial adviser to the independent board committee of

Pacific Challenge Holdings Limited

The offeree document setting out, amongst other things, information on the company, separate letters from the independent board committee and the independent financial adviser in respect of the offers, will be despatched to shareholders on 6th June, 2002.

DESPATCH OF OFFEREE DOCUMENT

The offeree document containing, amongst other things, information on the company, separate letters from the independent board committee and the independent financial adviser in respect of the offers, will be despatched to shareholders on 6th June, 2002.

INFORMATION EXTRACTED FROM THE OFFEREE DOCUMENT

The following pro forma statement of unaudited net tangible asset value of the group is based on the audited consolidated balance sheet of the group as at 31st March, 2001 and adjusted as follows:

HK$'000

Restated audited consolidated net

tangible assets of the group as at

31st March, 2001 (note 1) 265,488

Final dividend for the year

ended 31st March, 2001

paid on 26th October, 2001 (4,297 )

Unaudited consolidated loss for

the period from 1st April, 2001

to 30th September, 2001 (19,270 )

Unaudited consolidated loss for

the period from 1st October,

2001 to 31st March, 2002 (20,178 )

Cumulative reserve movement

on translation adjustments (963 )

Adjusted consolidated net

tangible assets of the group 220,780

Adjusted consolidated net tangible

asset value per share based on

288,868,000 shares in issue as at

the latest practicable date HK$0.76

Note:

1. The restated audited consolidated net tangible assets of the group as at 31st March, 2001 is based on the audited consolidated accounts of the group for the year ended 31st March, 2001, and adjusted to conform with SSAP 9 (revised) as detailed in the company's interim report for the six months ended 30th September, 2001.

The following is a summary of the unaudited consolidated results of the group for the year ended 31st March, 2002:

(Unaudited) (Audited)

For the year ended For the year ended

31st March, 2002 31st March, 2001

HK$'000 HK$'000

Turnover 46,947 48,478

Operating (loss)/profit (39,618 ) 10,487

(Loss)/profit before taxation (39,840 ) 12,793

(Loss)/profit attributable

to shareholders (39,448 ) 10,805

Set out below is the timetable of the offers:

2002

Offer opens Thursday, 23rd May

First closing date (Note 1) 4:00 p.m. on Thursday,

20th June

Latest time by which the share offer

could be declared unconditional as

to acceptances (Note 2) Monday, 22nd July

Latest time by which the share offer

could be declared unconditional in

all respects (Note 3) Monday, 12th August

Latest time for posting of remittance (Note 4)

Notes:

1. The offers, which are conditional, will be closed at 4:00 p.m. on Thursday, 20th June, 2002 unless the offeror revises or extends the offers in accordance with the Takeovers Code. The offeror reserves the right to extend the share offer until such date as it may determine in accordance with the Takeovers Code (or as permitted by the executive in accordance with the Takeovers Code). The offeror will issue a press announcement in relation to any extension of the share offer, which announcement will state either the next closing date or that the share offer will remain open until further notice. In the latter case, at least 14 days' notice in writing will be given before the share offer is closed to those shareholders who have not accepted the share offer.

2. In the event that the share offer has not been declared or has not become unconditional as to acceptances on or before 22nd July, 2002, being 60 days after posting of the offer document, the offers will lapse unless the executive consents to a later date. As stated in note 1 above, the offeror reserves its right to extend the share offer until such date as it may determine in accordance with the Takeovers Code (or as permitted by the executive in accordance with the Takeovers Code), but there is no certainty that the share offer will be extended beyond the first closing date.

3. In the event that the share offer has not been declared or has not become unconditional in all respects on or before 12th August, 2002, being 81 days after posting of the offer document, the offers will lapse unless the executive consents to a later date. As stated in note 1 above, the offeror reserves its right to extend the share offer until such date as it may determine in accordance with the Takeovers Code (or as permitted by the executive in accordance with the Takeovers Code), but there is no certainty that the share offer will be extended beyond the first closing date.

4. Remittances in respect of the consideration payable for the shares and the options tendered under the offers will be posted as soon as possible but in any event within 10 days of the later of the date of receipt by the Registrar of all the relevant documents to render the acceptance under the offers complete and valid, and the date when the share offer becomes or is declared unconditional.

Terms used in this announcement shall have the same meanings as defined in the offeree document unless the context otherwise defines.

For and on behalf of

Pacific Challenge Holdings Limited

Chan Yim Fong, Teli

Executive Director

5th June, 2002, Hong Kong

The directors of Pacific Challenge Holdings Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement 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, the omission of which would make any statement in this announcement misleading.

* for identification only

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