Joy Spreader Group Inc. — Capital/Financing Update 2003

Dec 31, 2003

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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(Incorporated in Bermuda with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF INTRODUCTION AND PLACING

Number of Placing Shares: Not less than 126,767,869 Shares and not more than 133,750,000 Shares including 120,375,000 New Shares and not less than 6,392,869 and not more than 13,375,000 Sale Shares Placing Price: HK$0.25 per Share Par value: HK$0.01 each Stock code: 8279

Sponsor

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CSC Asia Limited

Co-Sponsor

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REXCAPITAL (Hong Kong) Limited

Joint Lead Managers

REXCAPITAL Securities Limited

CSC Securities (HK) Limited

Managers

Cheer Union Securities Limited Get Nice Investment Limited Hung Sing Securities Limited

Unless otherwise defined herein, all terms used in this announcement have the same meanings as those defined in the prospectus of MegaInfo Holdings Limited (the “Company”) dated 31st December, 2003 (the “Prospectus”).

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Copies of the Prospectus required by the GEM Listing Rules are available, for information purposes only, during normal office hours (9:00 a.m. - 5:00 p.m.) for a period of 14 days from 4:00 p.m. 31st December, 2003 until 5:00 p.m. 13th January, 2004 (both days inclusive) at the offices of CSC Asia Limited at Units 3204-07, 32/F, COSCO Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong and REXCAPITAL (Hong Kong) Limited at 34th Floor, COSCO Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong.

Applications for the Placing Shares will only be considered on the basis of the terms and conditions as set out in the Prospectus. The Placing is conditional on the fulfillment of the conditions stated in the paragraph headed “Conditions of the Placing” under the section headed “Structure and Conditions of the Introduction and the Placing” in the Prospectus. If any of these conditions is not fulfilled on or before 9:00 a.m. on the business day (i.e. expected to be 16th January, 2004) immediately preceding the date on which dealings in the Shares first commence on GEM (i.e. expected to be 19th January, 2004), the Placing will lapse and the Stock Exchange will be notified immediately. Notice of the lapse of the Placing will be published by the Company at www.hkgem.com (the “GEM website”) on the next business day following the date of such lapse.

Application has been made to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the ordinary shares of nominal value HK$0.01 each in the share capital of the Company (the “Shares”) in issue and the Shares to be issued as described in the Prospectus. Dealings in the Shares on GEM are expected to commence on 19th January, 2004.

Subject to the granting of the listing of, and permission to deal in, the Shares on GEM and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the Central Clearing And Settlement System (“CCASS”) with effect from the commencement date of dealings in the Shares on GEM or any other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after the date of the relevant transaction. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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The announcement of indication of the level of interest in the Placing is expected to be published on the GEM website (in English and Chinese) at www.hkgem.com on or before 15th January, 2004.

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

Hong Kong, 31st December, 2003

This announcement and a copy of the Prospectus will remain on the GEM website at http://www.hkgem.com.

• For identification purpose only

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