Joy Spreader Group Inc. — Capital/Financing Update 2006

Aug 1, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of MegaInfo Holdings Limited.

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

ANNOUNCEMENT

PLACING OF EXISTING SHARES BY MAXPROFIT GLOBAL INC, RESTORATION OF PUBLIC FLOAT AND RESUMPTION OF SHARE TRADING

Placing Agent

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The Board was notified by the Offeror that on 27 July 2006, the Offeror has entered into the Placing Agreement with the Placing Agent.

Pursuant to the Placing Agreement, the Placing Agent has agreed to place, on a best effort basis, 48,290,889 Shares (representing approximately 9.03% of the existing issued share capital of the Company) held by the Offeror to not less than six independent professional, institutional and/or other investor(s) at the Placing Price of HK$0.055 per Share. The Placing is unconditional. As at the date of this announcement, the Placing Agent has procured not less than six independent placees to purchase the Placing Shares. The placees have paid their respective consideration in cash to the Offeror in respect of the Placing Shares as at the date of this announcement. Settlement and completion of the Placing is expected to take place two business days after resumption of trading of the Shares on the Stock Exchange, that is 3 August 2006.

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Immediately after the closing of the Offer and up to the date of this announcement, the Offeror and parties acting in concert with it are interested in 449,540,889 Shares (representing approximately 84.03% of the existing issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company), leaving only approximately 15.97% of the existing issued share capital of the Company to be held by the public who are independent of 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 GEM Listing Rules). Immediately after the completion of the Placing, the Offeror will hold 75.00% of the issued share capital of the Company and the public float of the Company will be restored to 25.00% of the issued share capital of the Company in compliance with Rule 11.23 of the GEM Listing Rules.

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:30 a.m. on 19 July 2006 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:30 a.m. on 1 August 2006.

Reference is made to the joint announcements dated 6 June 2006, 13 June 2006, 26 June 2006 and 18 July 2006 respectively made by the Company and the Offeror and the composite offer document dated 27 June 2006 (the “Composite Offer Document”) despatched to the Independent Shareholders. Unless otherwise stated herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Composite Offer Document.

THE PLACING

The Board was notified by the Offeror that, on 27 July 2006, a placing agreement (the “Placing Agreement”) was entered into between the Offeror and Partners Capital Securities Limited (the “Placing Agent”) for the placing of 48,290,889 Shares (the “Placing Shares”) at a placing price of HK$0.055 per Share (the “Placing Price”) on a best effort basis to not less than six professional, institutional and/or other investor(s) (the “Placees”) procured by the Placing Agent. The Placing Shares represent approximately 9.03% of the existing issued share capital of the Company and will be sold free of any lien, charge, encumbrances and third party rights. The Placees and the Placing Agent, together with their respective ultimate beneficial owners, are independent of and not connected with the Company or any of 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 GEM Listing Rules). None of the Placees will become a substantial shareholder of the Company pursuant to the Placing.

The Placing Price was determined after arm’s length negotiations between the Offeror and the Placing Agent, and represents a premium of approximately 27.91% over the closing price of HK$0.043 per Share as quoted on the Stock Exchange on 18 July 2006, being the last trading day prior to the suspension of trading in the Shares on the Stock Exchange pending the release of this announcement, and a discount of approximately 0.72% to the average closing price of approximately HK$0.0554 per Share over the last five consecutive trading days up to and including 18 July 2006.

The Placing is unconditional. As at the date of this announcement, the Placing Agent has procured not less than six independent placees to purchase the Placing Shares. The placees have paid their respective consideration in cash to the Offeror in respect of the Placing Shares as at the date of this announcement. Settlement and completion of the Placing is expected to take place two business days after resumption of trading of the Shares on the Stock Exchange, that is 3 August 2006.

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SHAREHOLDINGS AND PUBLIC FLOAT OF THE COMPANY

The existing shareholding structure of the Company and the shareholding structure of the Company upon Completion are set out as follows:

The Offeror and parties acting in concert with it Public – Placees – Others Total	Existing shareholding structure Number of % of total Shares held issued Shares 449,540,889 84.03 – – 85,459,111 15.97 535,000,000 100.00	Shareholding structure upon Completion Number of % of total Shares held issued Shares 401,250,000 75.00 48,290,889 9.03 85,459,111 15.97 535,000,000 100.00	Shareholding structure upon Completion Number of % of total Shares held issued Shares 401,250,000 75.00 48,290,889 9.03 85,459,111 15.97 535,000,000 100.00
			100.00

Immediately after the closing of the Offer and up to the date of this announcement, the Offeror and parties acting in concert with it are interested in 449,540,889 Shares (representing approximately 84.03% of the existing issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company), leaving only approximately 15.97% of the existing issued share capital of the Company to be held by the public who are independent of 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 GEM Listing Rules). Immediately after the Completion, the Offeror will hold 75.00% of the issued share capital of the Company and the public float of the Company will be restored to 25.00% of the issued share capital of the Company in compliance with Rule 11.23 of the GEM Listing Rules.

RESUMPTION OF SHARE TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:30 a.m. on 19 July 2006 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:30 a.m. on 1 August 2006.

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

By order of the Board MegaInfo Holdings Limited Sun Ho Chairman

Hong Kong, 31 July 2006

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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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: (i) the information contained in this announcement is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are found on bases and assumptions that are fair and reasonable.

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

• for identification purpose only

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