Joy Spreader Group Inc. — Capital/Financing Update 2006

Nov 9, 2006

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.

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

EXPECTED COMPLETION OF PLACING OF NEW SHARES

The Board is pleased to announce that it is expected that completion of the Placing will take place on 14 November 2006, where a total of 210,520,000 new Subdivided Shares will be placed, at the Placing Price of HK$0.26 per Placing Share, by the Agent to three Placees, namely, the General Electric Pension Trust and the Raytheon Pension Trust of GE Asset Management Incorporated, and WF Asian Reconnaissance Fund Limited of Ward Ferry Management Limited. The aforesaid Placees and their ultimate beneficial owners are independent of and not connected with the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined in the Listing Rules).

Reference is made to the announcement dated 17 October 2006 made by the Company in respect of the Placing (the “ Announcement ”). Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless otherwise specified in this announcement.

The Board is pleased to announce that it is expected that the condition set out in the paragraph headed “Condition of the Placing” in the Announcement will be fulfilled on 9 November 2006 and completion of the Placing will take place on 14 November 2006, where a total of 210,520,000 new Subdivided Shares, representing approximately 7.55% and approximately 7.02% of the existing and enlarged issued share capital of the Company respectively, will be placed at the Placing Price of HK$0.26 per Placing Share by the Agent to three Placees, namely the General Electric Pension Trust and the Raytheon Pension Trust of GE Asset Management Incorporated, and WF Asian Reconnaissance Fund Limited of Ward Ferry Management Limited. To the best of the Directors’ and the Agent’s knowledge, information and belief, having made all reasonable enquiries, the aforesaid Placees and their ultimate beneficial owners are independent of and not connected with the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined in the Listing Rules). Immediately following completion of the Placing, GE Asset Management Incorporated will be interested in more than 5% of the issued share capital of the Company.

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Set out below is the shareholding structure of the Company before and after completion of the Placing:

Immediately before completion of the Placing Approximate No. of shares of percentage of HK$0.002 each total issued of the Company share capital of Shareholders (“Shares”) held the Company MAXPROFIT GLOBAL INC_(Note 1) 2,006,250,000 71.94% Mr. SUN Ho(Note 2) 26,750,000 0.96% Mr. KOT Wai Ming(Note 2) 26,750,000 0.96% Mr. WANG Ronghua(Note 2) 2,675,000 0.10% Mr. HUA Fengmao(Note 2)_ 2,675,000 0.10% Public: Placees – – Other public Shareholders 723,500,000 25.94% Total 2,788,600,000 100.00%	Immediately after completion of the Placing Approximate percentage of total issued No. of share capital of Shares held the Company 2,006,250,000 66. 90% 26,750,000 0.89% 26,750,000 0.89% 2,675,000 0.09% 2,675,000 0.09% 210,520,000 7.02% 723,500,000 24.12% 2,999,120,000 100.00%	Immediately after completion of the Placing Approximate percentage of total issued No. of share capital of Shares held the Company 2,006,250,000 66. 90% 26,750,000 0.89% 26,750,000 0.89% 2,675,000 0.09% 2,675,000 0.09% 210,520,000 7.02% 723,500,000 24.12% 2,999,120,000 100.00%
		100.00%

Notes:

1. MAXPROFIT GLOBAL INC is beneficially and wholly-owned by Mr. Sun Ho, an executive Director and Chairman of the Company.

2. Each of the two executive Directors, Mr. Sun Ho and Mr. Kot Wai Ming, holds 26,750,000 Shares and each of the two independent non-executive Directors, Mr. Wang Ronghua and Mr. Hua Fengmao, holds 2,675,000 Shares following their exercise in full of the respective options granted to them on 14 August 2006 by the Company pursuant to the share option scheme of the Company adopted on 18 November 2004.

By Order of the Board Sun Ho Chairman

Hong Kong, 8 November 2006

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Sun Ho and Mr. Kot Wai Ming, and three independent non-executive Directors, namely Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy.

This announcement, 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:

• (1) the information contained in this announcement is accurate and complete in all material respects and not misleading;

• (2) there are no other matters the omission of which would make any statement in this announcement misleading; and

• (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain at www.hkgem.com on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting.

• For identification purposes only

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