GoFintech Quantum Innovation Limited — M&A Activity 2002

Apr 12, 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 however 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)

RESUMPTION OF DEALINGS IN THE SHARES OF

PACIFIC CHALLENGE

• Receipt of an offer proposal at HK$0.01, a 97.5% discount to the pre-suspension closing price.
• Submission by Anglo Chinese Corporate Finance, Limited on behalf of Pacific Challenge that the proposed offer should not be permitted to proceed.
• Trading in the shares of Pacific Challenge was suspended on 2nd April, 2002 at the request of Pacific Challenge.
• Application has been made for a resumption of dealings in the shares of Pacific Challenge at 9:30 a.m. on 15th April, 2002.
• The offer proposal may or may not proceed. Therefore, investors should exercise caution when dealing in the shares of Pacific Challenge.

On 2nd April, 2002 dealings on the Stock Exchange of Hong Kong Limited in the shares of Pacific Challenge Holdings Limited ("Pacific Challenge") were suspended pending an announcement of a possible voluntary conditional cash offer by an independent third party for the entire issued share capital of the company. The suspension followed the receipt by the company on 28th March, 2002 of a letter setting out the proposed terms of a voluntary conditional cash offer by Yu Ming Investment Management Limited ("Yu Ming") on behalf of Ontime Capital Investment Limited ("Ontime Capital") for the entire issued share capital of Pacific Challenge at a price of HK$0.01 per share.

Based on the information provided by Yu Ming, Ontime Capital is a private company incorporated in Hong Kong with limited liability. It is wholly-owned equally by Mr. Tony Fung Wing Cheung and Mr. Peter Fung Yiu Fai and has no activities other than the making of the proposed offer.

The proposed offer terms represents (i) a discount of approximately 97.5% to the closing price of HK$0.40 per share quoted on the Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 28th March, 2002, the date of the letter; and (ii) a discount of approximately 97.6% to the average of the closing prices of the shares on the Stock Exchange for the period of ten trading days ended on 28th March, 2002 of HK$0.418 per share. The offer values the whole of the issued share capital of Pacific Challenge at HK$2.9 million, representing approximately 1.2% of Pacific Challenge's consolidated unaudited net tangible asset value at 30th September, 2001 of HK$241.3 million. At the same date, Pacific Challenge had cash and bank balances of HK$184.1 million and no bank debt.

Anglo Chinese Corporate Finance, Limited ("Anglo Chinese"), which has been appointed as the financial adviser to Pacific Challenge, has advised that the proposed offer is not capable of receiving a favourable recommendation and would have no prospect of success. Anglo Chinese has submitted to the Takeovers and Mergers Panel that the proposed voluntary offer is not a genuine voluntary offer being made with the objective of acquiring shares in Pacific Challenge, is not being made on a bona fide basis and constitutes an abuse of the takeover process under the Hong Kong Code on Takeovers and Mergers. Accordingly Anglo Chinese has submitted that the proposed offer should not be permitted to proceed. It is understood that this matter is to be determined by a meeting of the Takeovers and Mergers Panel scheduled to take place shortly. Further announcement will be made on the outcome of the meeting of the Takeovers and Mergers Panel and any further development of the offer proposal.

Whether or not the offer proceeds, the terms are not material to the trading of Pacific Challenge's shares as they bear no relation to the value of Pacific Challenge's shares. Application has been made for dealings in Pacific Challenge's shares to resume at 9:30 a.m. on 15th April, 2002.

The offer proposal may or may not proceed. Therefore, investors should exercise caution when dealing in the shares of Pacific Challenge.

For and on behalf of

Pacific Challenge Holdings Limited

Chan Yim Fong, Teli

Executive Director

Hong Kong, 12th April, 2002

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 purposes only

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