Joy Spreader Group Inc. — AGM Information 2005

Oct 25, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange takes no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licenced securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

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(Incorporated in Bermuda with limited liability) (Stock Code: 8279)

NOTICE OF ANNUAL GENERAL MEETING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

This document, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (a) the information contained in this circular is accurate and complete in all material respects and not misleading; (b) there are no other matters the omission of which would make any statement in this circular misleading; and (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

A Notice of the Company to be held on 23rd November, 2005 at 3:00 p.m. at Gladiolus Room, 27th Floor, The Park Lane, 310 Gloucester Road, Hong Kong is set out on pages 11 to 14 of this circular. Whether or not Shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Abacus Share Registrars Ltd. at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude Shareholders of the Company from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at lease 7 days from the date of posting and on the website of the Company at www.megainfo.com.cn.

Please note that the English text of this circular shall prevail over the Chinese text.

• for identification purpose only

24th October, 2005

CHARATERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II – Details of Directors Proposed to be Re-elected at the AGM . . .	9
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

−ii −

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”	means the annual general meeting of the Company to be
	convened for and held at 3:00 p.m. on 23rd November,
	2005 at Gladiolus Room, 27th Floor, The Park Lane, 310
	Gloucester Road, Hong Kong;
“Board”	means the board of directors of the Company;
“Bye-laws”	means the existing bye-laws of the Company;
“Company”	means MegaInfo Holdings Limited, a company
	incorporated in Bermuda with limited liability and the
	shares of which are listed on GEM of the Stock
	Exchange;
“Director(s)”	means directors of the Company or the board of directors
	of the Company, as the context may require;
“GEM”	means The Growth Enterprise Market of the Stock
	Exchange;
“Group”	means the Company and its subsidiaries;
“HK$”	means Hong Kong Dollars, the lawful currency of Hong
	Kong Special Administrative Region of the People’s
	Republic of China;
“Hong Kong”	means the Hong Kong Special Administrative Region of
	the People’s Republic of China;
“Latest Practicable Date”	means 24th October, 2005, being the latest practicable
	date prior to the printing of this circular;
“Listing Rules”	means the Rules Governing the Listing of Securities on
	GEM of the Stock Exchange;
“Macao”	means the Macao Special Administrative Region of the
	People’s Republic of China;

−1 −

DEFINITIONS

“Main Board”	the stock market operated by the Stock Exchange prior to
	the establishment of GEM (excluding the options market)
	and which stock market continues to be operated by the
	Stock Exchange in parallel with GEM. For the avoidance
	of doubt, the Main Board excludes GEM;
“Notice”	means the notice convening the AGM;
“Repurchase Mandate”	means a general mandate proposed to be granted to the
	Directors to exercise the power of the Company to
	repurchase Shares on the terms set out in the Notice;
“SFO”	means the Securities and Futures Ordinance (Chapter 571
	of the Laws of Hong Kong);
“Share(s)”	means share(s) of par value of HK$0.01 each in the
	capital of the Company;
“Shareholder(s)”	means holders of the Shares;
“Stock Exchange”	means The Stock Exchange of Hong Kong Limited;
“Subsidiary”	means a subsidiary within the meaning of the Companies
	Ordinance (Chapter 32 of the Laws of Hong Kong) for
	the time being of the Company whether incorporated in
	Hong Kong or elsewhere and “Subsidiaries” shall be
	construed accordingly;
“Takeovers Code”	means the Hong Kong Code on Takeovers and Mergers;
“VNHL”	Vodatel Networks Holdings Limited; and
“%”	per cent.

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LETTER FROM THE BOARD OF DIRECTORS

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(Incorporated in Bermuda with limited liability) (Stock Code: 8279)

Executive Directors: Mr. Jose´ Manuel DOS SANTOS (Chairman) Mr. MOK Chi Va Mr. KUOK Cheong Ian

Non-executive Directors: Mr. YIM Hong Mr. KUAN Kin Man

Independent Non-executive Directors: Mr. CHUI Sai Cheong Mr. TSUI Wai Kwan Mr. TAM Pak Yip

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: 1st Floor, Edf. Vodatel No. 74 Rua da Felicidade Taipa Macau

Principal Place of Business in Hong Kong: Room 713B, 7/F, Block B Seaview Estate 2-8 Watson Road North Point Hong Kong

To Shareholders

24th October, 2005

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held at 3:00 p.m. on 23rd November, 2005 at Gladiolus Room, 27th Floor, The Park Lane, 310 Gloucester Road, Hong Kong, which, upon approval, would enable the Company to, among other things:

• (a) repurchase Shares not exceeding 10% of the aggregate nominal value of the Shares in issue as at the date of passing such resolution;

* for identification purposes only

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LETTER FROM THE BOARD OF DIRECTORS

• (b) issue new Shares equivalent to 20% of the Shares in issue on the date of the relevant resolution and those Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (a) above; and

• (c) re-elect certain Directors.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, it will be proposed, by way of ordinary resolution, that the Directors be given a general mandate to (i) repurchase Shares, the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the ordinary resolution; and (ii) allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company on the date of the passing of the ordinary resolution and the nominal amount of any Shares repurchased by the Company (up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the ordinary resolution). Any issue of new Shares is subject to approval from the Stock Exchange for the listing of and permission to deal in such new Shares.

An explanatory statement containing information relating to the Repurchase Mandate and as required pursuant to Listing Rule 13.08 is set out in Appendix I to this circular. This explanatory statement provides you with information to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws, two of the existing eight Directors will retire at the AGM and, being eligible, will each offer themselves for re-election. Information on such directors as required to be disclosed under the Listing Rules is set out in Appendix II to this circular.

THE AGM

The following are the details of the AGM:

Date: 23rd November, 2005 Time: 3:00 p.m. Venue: Gladiolus Room, 27th Floor, The Park Lane, 310 Gloucester Road, Hong Kong

The Notice is set out on pages 11 and 14 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Abacus Share Registrars Ltd., at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event so as to arrive not less than 48 hours before the time

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LETTER FROM THE BOARD OF DIRECTORS

appointed for holding the AGM. The return of a form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire.

POLL PROCEDURE

Where a resolution is put to the vote at the AGM, the resolution shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of the AGM; or

• (b) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy for the time being entitled to vote at the AGM; or

• (c) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the AGM; or

• (d) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and holding Shares conferring a right to vote at the AGM being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

On a poll votes may be given either personally or by proxy.

RECOMMENDATION

The Directors consider that the proposals referred to in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board

Jose´ Manuel dos Santos Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorizing the Repurchase Mandate.

This explanatory statement contains information required pursuant to Listing Rule 13.08 which are set out as follows:

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised 535,000,000 Shares.

Subject to the passing of Resolution No. 2(i) at the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 53,500,000 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and Shareholders as a whole. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and Shareholders as a whole.

3. FUNDING OF REPURCHASES

Any repurchases will only be funded out of funds of the Company legally available for the purposes in accordance with the Company’s memorandum of association and Bye-laws and the applicable laws of Bermuda. A listed company may not repurchase its own shares on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the GEM from time to time.

It is presently proposed that any repurchase of Shares would be made out of capital paid up on the repurchased Shares, funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such repurchase, from funds of the Company otherwise available for dividend or distribution or from the Company’s share premium account. The repurchase of Shares will be conditional upon the fact that on the date the purchase is effected, there are no reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

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EXPLANATORY STATEMENT

APPENDIX I

4. STATUS OF REPURCHASED SHARES

The Listing Rules provide that the listing of all repurchased shares is automatically cancelled and that the certificates for those shares must be cancelled and destroyed. Under the law of Bermuda, repurchased Shares shall be treated as cancelled and its issued share capital (but not the authorised share capital) will be reduced accordingly.

5. EFFECT OF EXERCISE OF THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the interim report of the Company for the six months ended 31st December, 2004) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. DISCLOSURE OF INTERESTS

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates, have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company if the Repurchase Mandate is exercised and neither has any of the connected persons undertaken not to sell his Shares to the Company in the event the Repurchase Mandate is exercised.

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

8. TAKEOVERS CODE CONSEQUENCES

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code. The Directors are not aware of any consequences which could arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, VNHL, who is the controlling shareholder of the Company, indirectly held approximately 61.05% of the Shares issued by the Company. As at the Latest Practicable Date, the Directors are not aware of any consequences for VNHL under the Takeovers Code as a result, solely, of the Directors exercising the Repurchase Mandate in full.

9. SHARE PURCHASE MADE BY THE COMPANY

No repurchases of securities have been made by the Company in the previous six months, whether on GEM or otherwise.

10. SHARE PRICES

The highest and lowest prices of the Shares as quoted by the GEM in each of the previous twelve months following the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2004
October	0.105		0.105
November	0.112		0.105
December	0.105		0.084
2005
January	0.084		0.069
February	0.069		0.069
March	0.069		0.050
April	0.088		0.050
May	0.088		0.088
June	0.088		0.085
July	0.085		0.085
August	0.085		0.085
September	0.085		0.080
October (up to the Latest Practicable Date)	0.080		0.074

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Pursuant to the Bye-laws, the details of the Directors who are required to retire at the AGM according to the Bye-laws and who, being eligible, offer themselves for re-election at the AGM are as follows:

(1) Mr. Mok Chi Va – Executive Director

Mr. Mok Chi Va, aged 40, is the Director in charge of the overall business development function of the Group. He was appointed as an executive Director on 29th January, 2003. He graduated from the University of Macao and Macau Management Association with a Diploma in Business Administration and from West Coast Institute of Management International and Technology in Australia with a Master Degree in Business Administration – International Business. He joined VNHL on 3rd July, 2000 as the business development manager principally in charge of the business of the Group. Prior to joining VNHL, Mr. Mok had worked for Charter Kingdom Limited as an operation manager for about one year, and Tung Tat E&M Engineering Co. Limited as a project manager for four years.

Mr. Mok entered into a service contract with the Company on 23rd December, 2003 for a term of two years from 1st July, 2003 and such contract will continue thereafter until terminated by either party thereto giving to the other not less than three calendar months’ prior notice in writing, or otherwise in accordance with its terms. Pursuant to the service contract with the Company, he is entitled to a fixed monthly salary, director’s fee, additional thirteenth month salary and director’s fee and a discretionary year-end bonus. The amount payable under the service contract, which is HK$455,000 per annum, shall be reviewed annually by the board of directors after the first anniversary of the appointment. The aggregate amount of year-end bonuses payable to all the Directors shall not exceed 20% of the audited consolidated profit before tax of the Group in respect of the same financial year. The remuneration policy of the Company is based on that Director’s experience, responsibility, workload and time devoted to the Group.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Mok was not interested or deemed to be interested in any shares or underlying shares of the Company. Other than his directorship of the Company and apart from as set out in this circular, he is not connected with any directors, senior management, substantial or controlling shareholders of the Company.

(2) Mr. Kuok Cheong Ian – Executive Director

Mr. Kuok Cheong Ian, aged 57, is the Director in charge of the overall software research and development. He was appointed as an executive Director on 16th December, 2003. Mr. Kuok holds a Master Degree in Business Administration from Barrington University in United States of America. Before joining the Group, Mr. Kuok worked for a number of companies including Heng Va Company Limited and Talent Rank Limited as the technical director and general manager respectively.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Kuok entered into a service contract with the Company on 23rd December, 2003 for a term of two years from 1st November, 2003 and such contract will continue thereafter until terminated by either party thereto giving to the other not less than three calendar months’ prior notice in writing, or otherwise in accordance with its terms. Pursuant to the service contract with the Company, he is entitled to a fixed monthly salary, director’s fee, additional thirteenth month salary and director’s fee and a discretionary year-end bonus. The amount payable under the service contract, which is HK$455,000 per annum, shall be reviewed annually by the board of directors after the first anniversary of the appointment. The aggregate amount of year-end bonuses payable to all the Directors shall not exceed 20% of the audited consolidated profit before tax of the Group in respect of the same financial year. The remuneration policy of the Company is based on that Director’s experience, responsibility, workload and time devoted to the Group.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Kuok was not interested or deemed to be interested in any shares or underlying shares of the Company. Other than his directorship of the Company and apart from as set out in this circular, he is not connected with any directors, senior management, substantial or controlling shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability) (Stock Code: 8279)

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting (“AGM”) of MegaInfo Holdings Limited (“Company”) will be held at 3:00 p.m. on 23rd November, 2005 at Gladiolus Room, 27th Floor, The Park Lane, 310 Gloucester Road, Hong Kong for the following purposes:

1. As ordinary business, to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

• (i) to receive and adopt the audited financial statements and the reports of the directors and auditors of the Company for the year ended 30th June, 2005;

• (ii) to re-elect Mr. Mok Chi Va as an executive director of the Company;

• (iii) to re-elect Mr. Kuok Cheong Ian as an executive director of the Company;

• (iv) to authorise the board of directors of the Company to fix the remuneration of all directors of the Company who are re-elected at the AGM provided that the total amount (excluding bonuses in favour of executive and non-executive directors) shall not exceed the amount of HK$2,250,000 for the year ending 30th June, 2006. The bonuses in favour of the executive and non-executive directors shall be decided by the majority of the board of directors of the Company provided that the total amount of bonus payable to all the directors of the Company in respect of any one financial year shall not exceed 20% of the consolidated profit after taxation of the Company and its subsidiaries for the relevant year; and

• (v) to re-appoint auditors for the ensuing year and authorise the board of directors of the Company to fix their remuneration.

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(i) “ THAT :

• (a) subject to paragraph (c), the exercise by the board of directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorize the board of directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the board of directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or the exercise of the subscription rights under the share option scheme of the Company to be adopted on 18th November, 2004, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (I) the conclusion of the next annual general meeting of the Company;

• (II) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

• (III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

”Rights Issue” means an offer of shares open for a period fixed by the board of directors of the Company to shareholders of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the board of directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong Special Administrative Region of the People’s Republic of China).”

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) “ THAT :

• (a) the exercise by the board of directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares of HK$0.01 in the capital of the Company (“Shares”), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution,

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (I) the conclusion of the next annual general meeting of the Company;

• (II) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

• (III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”

• (iii) “ THAT conditional upon resolution number 2(ii) above being passed, the aggregate nominal amount of the number of shares of HK$0.01 each in the capital of the Company which are repurchased by the Company under the authority granted to the board of directors of the Company as mentioned in resolution number 2(ii) above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the board of directors of the Company pursuant to resolution number 2(i) above.”

By Order of the board of directors of MegaInfo Holdings Limited Jose´ Manuel dos Santos Chairman

Hong Kong, 24th October, 2005

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: 1st Floor, Edf. Vodatel No. 74 Rua da Felicidade Taipa, Macau

Place of Business in Hong Kong: Room 713B, 7/F, Block B Seaview Estate 2-8 Watson Road North Point Hong Kong

As at the date of this notice, the board of directors of the Company comprises three executive directors, namely Mr. Jose Manuel dos Santos, Mr. Mok Chi Va and Mr. Kuok Cheong Ian; two nonexecutive directors, namely Mr. Yim Hong and Mr. Kuan Kin Man; and three independent non-executive directors, namely Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip.

Notes:

1. Any holders of the shares of HK$0.01 each in the capital of the Company (“Shares”) entitled to attend and vote at the AGM is entitled to appoint one or more than one proxy to attend and vote in his or her stead in accordance with the bye-laws of the Company. A proxy need not be a holder of the Shares (“Shareholder”).

2. Where there are joint Shareholders, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he or her were solely entitled thereto; but if more than one of such joint Shareholders shall be present at the meeting personally or by proxy, that one of the Shareholders so present whose name stands first on the register of Shareholders in respect of such Share shall alone be entitled to vote in respect thereof.

3. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Abacus Share Registrars Ltd., G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM, and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the AGM (or any adjourned meeting thereof) should they so wish.

4. In accordance with the Company’s bye-laws, the following categories of Shareholders may demand that the vote in respect of any resolution to be put to the general meeting should be taken on a poll:

5. (a) the chairman of the AGM; or

6. (b) at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the AGM; or

7. (c) any Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the AGM; or

8. (d) any Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the AGM being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

A poll may be so demanded before or on the declaration of the result of the show of hands.

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