GoFintech Quantum Innovation Limited — Share Issue/Capital Change 2000

Jul 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.

(incorporated in Bermuda with limited liability)

PLACING OF 23,800,000 NEW SHARES AND

SUBSCRIPTION OF 23,800,000 NEW SHARES

The Company has entered into a Placing Agreement and a Subscription Agreement, whereby it has conditionally agreed to place, respectively, 23,800,000 Shares to the Placing Agent at the Placing Price and 23,800,000 Shares to the Subscriber at the Subscription Price.

The Placing Shares and the Subscription Shares each represents approximately 9.96% of the existing issued share capital of the Company, and each represents approximately 8.31% of the share capital of the Company as enlarged by the Placing and the Subscription in aggregate.

Both the Placing Price and the Subscription Price represent a discount of approximately 2.90% to the closing price of HK$0.69 per Share as quoted on the Stock Exchange on the 26th July, 2000, and a discount of approximately 10.67% to the average closing price of approximately HK$0.75 per Share as quoted on the Stock Exchange for the last five trading days up to and including 26th July, 2000.

Both the Placing Shares and the Subscription Shares will be issued pursuant to the general mandate granted to the Directors at the annual general meeting of the Company held on 21st September, 1999.

The net proceeds of approximately HK$31 million from the Placing and the Subscription in aggregate will be used as general working capital of the Company.

THE PLACING AGEEMENT

Date of Placing Agreement

27th July, 2000

Placing Agent

Get Nice Investment Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong), is independent of and not connected with the Directors, chief executive and substantial shareholders of the Company and its subsidiaries and any of their respective associates (as defined under the Listing Rules).

Placee

Mr. Cham Wai Ho, an independent professional investor not connected with the Directors, chief executive and substantial shareholders of the Company and its subsidiaries and any of their respective associates (as defined under the Listing Rules). Mr. Cham does not have any shareholding interest in the Company prior to the Placing, and has indicated that his current intention with regards to the holding of the Placing Shares is for long-term investment purpose. Such intention, however, is not binding.

Placing Shares

A total of 23,800,000 new Shares, representing approximately 9.96% of the existing issued share capital of the Company are to be placed. The Placing Shares will be issued pursuant to the general mandate granted to the Directors at the annual general meeting of the Company held on 21st September, 1999.

The Placing Shares, when issue and allotted, will rank pari passu in all respects with the Shares in issue, including the right to receive all dividends, bonuses or distributions declared or proposed to be declared or paid by the Company as from the date of such allotment.

Placing Price

The placing price of HK$0.67 per Placing Share was arrived at after arm's length negotiations between the Company and the Placing Agent. It represents a discount of approximately 2.90% to the closing price of HK$0.69 per Share as quoted on the Stock Exchange on 26th July, 2000, and a discount of approximately 10.67% to the average closing price of approximately HK$0.75 per Share as quoted on the Stock Exchange for the last five trading days up to and including 26th July, 2000.

Conditions of the Placing

The Placing is conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant, the listings of, and permission to deal in, all the Placing Shares to be subscribed by the Placee and the Bermuda Monetary Authority granting its consent, if applicable, to the issue of the Placing Shares in accordance with the requirements of the Companies Act.

Completion of the Placing

Completion of the Placing will take place at 12:00 noon on the third Business Day after the fulfillment of the conditions set out under the paragraph headed "Conditions of the Placing".

THE SUBSCRIPTION AGREEMENT

Date of Subscription Agreement

27th July, 2000

Subscriber

Dr. Pau Kwok Ping is a director of a company listed in Hong Kong. Dr. Pau is independent of and not connected with the Directors, chief executive and substantial shareholders of the Company and its subsidiaries and any of their respective associates (as defined under the Listing Rules). Dr. Pau does not have any shareholding interest in the Company prior to the Subscription, and has indicated that his current intention with regards to the holding of the Subscription Shares is for long-term investment purpose. Such intention, however, is not binding.

Subscription Shares

A total of 23,800,000 new Shares, representing approximately 9.96% of the existing issued share capital of the Company are to be subscribed for. The Subscription Shares will be issued pursuant to the general mandate granted to the Directors at the annual general meeting of the Company held on 21st September, 1999.

The Subscription Shares, when issue and allotted, will rank pari passu in all respects with the Shares in issue, including the right to receive all dividends, bonuses or distributions declared or proposed to be declared or paid by the Company as from the date of such allotment.

Subscription Price

The subscription price of HK$0.67 per Subscription Share was arrived at after arm's length negotiations between the Company and the Subscriber. It represents a discount of approximately 2.90% to the closing price of HK$0.69 per Share as quoted on the Stock Exchange on 26th July, 2000, and a discount of approximately 10.67% to the average closing price of approximately HK$0.75 per Share as quoted on the Stock Exchange for the last five trading days up to and including 26th July, 2000.

Conditions of the Subscription

The Subscription is conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant, the listings of, and permission to deal in, all the Subscription Shares to be subscribed by the Subscriber prior to or simultaneously with completion of the Subscription and the Bermuda Monetary Authority granting its consent, if applicable, to the issue of the Subscription Shares to be subscribed by the Subscriber according to the terms of the Subscription in accordance with the requirements of the Companies Act.

Completion of the Subscription

Completion of the Subscription will take place on the third Business Day after the fulfillment of the conditions set out under the paragraph headed "Conditions of the Subscription".

DILUTION EFFECTS PURSUANT TO THE PLACING AND THE SUBSCRIPTION

Upon completion of the Placing and the Subscription, the dilution effects on the shareholding of the Company shall be as follows:

Shareholders	Existing		Completion
	No. of Shares	%	No. of Shares	%
Super Drive Inc. (Note 1)	71,816,000	30.06	71,816,000	25.07
Kistefos Investment A.S. (Note 2)	62,400,000	26.12	62,400,000	21.78
Directors	1,138,000	0.48	1,138,000	0.40
Subtotal:	135,354,000	56.66	135,354,000	47.25
The Placee	---	---	23,800,000	8.31
The Subscriber	---	---	23,800,000	8.31
Public Shareholders	103,526,000	43.34	103,526,000	36.13
Subtotal:	103,526,000	43.34	151,126,000	52.75
Total	238,880,000	100.00	286,480,000	100.00

Notes:

1. The entire issued share capital of Super Drive Inc. is beneficially owned by E1 Media Technology Limited, the shareholding of which is owned as to 60% by Peace City Development Limited (which is wholly owned by Dr. Lily Chiang, a Director), 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.

2. Kistefos Investment A.S. is wholly owned by A.S. Kistefos Traesliberi, which is 85% controlled by Christen Sveaas.

REASONS FOR THE PLACING AND THE SUBSCRIPTION AND THE USE OF PROCEEDS

The Directors consider that it is in the best interest of the Company to raise further capital from the equity market by way of the Placing and the Subscription in order to enhance the capital base of the Company as well as to strengthen the cashflow of the Company. The net proceeds of the Placing and the Subscription in aggregate are approximately HK$31 million. The Company has no present intention on the specific use of funds and as such, the net proceeds raised will be used as general working capital of the Company.

DEFINITIONS

"Company"	Pacific Challenge Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Stock Exchange
"Companies Act"	the Companies Act 1981 of Bermuda
"Directors"	directors of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Placing"	placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agent"	Get Nice Investment Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)
"Placing Agreement"	the conditional agreement entered into between the Company and the Placing Agent for the placing of the Placing Shares
"Placing Price"	HK$0.67 per Placing Share
"Placing Shares"	the 23,800,000 Shares to be placed by the Company pursuant to the Placing Agreement
"Share(s)"	Share(s) of HK$0.10 each in the capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscriber"	Dr. Pau Kwok Ping
"Subscription"	subscription of the Subscription Shares pursuant to the Subscription Agreement
"Subscription Price"	HK$0.67 per Subscription Share
"Subscription Agreement"	the conditional agreement entered into between the Company and the Subscriber for the subscription of the Subscription Shares
"Subscription Shares"	The 23,800,000 Shares to be subscribed for by the Subscriber pursuant to the Subscription Agreement

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

Hong Kong, 27th July, 2000

Please also refer to the published version of this announcement in the (Hong Kong iMail)