Joy Spreader Group Inc. — Capital/Financing Update 2007

Jan 29, 2007

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.

==> picture [316 x 158] intentionally omitted <==

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

DISCLOSURE PURSUANT TO RULE 17.10 OF THE GEM LISTING RULES RELATING TO A POSSIBLE NOTIFIABLE TRANSACTION

The Board wishes to announce that, on 29 January 2007, Beijing Systek (being an indirect wholly-owned subsidiary of the Company) has entered into a MOU with Shanghai Cardinfo in relation to a possible subscription by Beijing Systek for the new shares of Shanghai Cardinfo (which shall represent approximately 20.69% equity interest in Shanghai Cardinfo upon completion of the Formal Subscription Agreement). A Formal Subscription Agreement has yet to be entered into by, among other parties, Beijing Systek and Shanghai Cardinfo as the detailed terms have not been finalised at this stage. If a Formal Subscription Agreement is entered into by Beijing Systek or any member of the Group, it may constitute a notifiable transaction for the Company under the GEM Listing Rules. Further announcement will be made by the Company either as and when the Formal Subscription Agreement is entered into, or as and when the MOU is lapsed.

Save for certain principal terms contained in the MOU (which are summarised below in this announcement), the MOU is not legally binding on the parties thereto and the Formal Subscription Agreement may or may not materialise. Shareholders of the Company and the investing public are advised to exercise caution when dealing in the shares of the Company.

1

The Board wishes to announce that, on 29 January 2007, Beijing Systek (being an indirect wholly-owned subsidiary of the Company) has entered into a MOU with Shanghai Cardinfo in relation to a possible subscription by Beijing Systek for the new shares of Shanghai Cardinfo (which shall represent approximately 20.69% equity interest in Shanghai Cardinfo upon completion of the Formal Subscription Agreement). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, Shanghai Cardinfo and its ultimate beneficial owners are third parties independent of and not connected with the Company and the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined under the GEM Listing Rules). Beijing Systek has yet to conduct a due diligence review of the business operations of Shanghai Cardinfo following the signing of the MOU. But, based on the information provided by Shanghai Cardinfo to Beijing Systek so far, it is noted that Shanghai Cardinfo is principally engaged in the smart card phone payment business and the publication of magazines for targeted bank and credit card customers in the PRC.

The principal terms under the MOU which are binding on the parties thereto include the following:

• (1) There is an exclusivity period of 60 days from the date of the MOU, during which period Shanghai Cardinfo cannot enter into negotiations with any potential investor (other than Beijing Systek) in respect of the Subscription, unless otherwise agreed by Beijing Systek.

• (2) Beijing Systek has the right to conduct a due diligence review of the business operations of Shanghai Cardinfo following the signing of the MOU.

• (3) Beijing Systek shall, within 15 business days (excluding Saturdays and Sundays) after signing the MOU, pay a deposit of RMB3 million (the “Deposit”) to a bank account to be opened in the name of Beijing Systek but jointly managed by Beijing Systek and Shanghai Cardinfo. Any withdrawal of the Deposit from the jointly managed bank account shall require the approval of both Beijing Systek and Shanghai Cardinfo while the MOU is still in force. The Deposit shall be deductible from the consideration of the Subscription to be finalised under the Formal Subscription Agreement.

• (4) The entering into of the Formal Subscription Agreement is subject to the following conditions:

• the approval of the shareholders of Shanghai Cardinfo of its issue of new shares and the subscription thereof by Beijing Systek;

• all shareholders of Shanghai Cardinfo (other than Beijing Systek) waiving their priority to subscribe for the new shares under the Subscription;

• the obtaining of any necessary governmental approval documents or certificates for the Subscription (save for those that can be obtained only after completion of the Subscription); and

• Beijing Systek not being aware of any irregularities in specific areas of the business of Shanghai Cardinfo to be examined under the aforesaid due diligence review.

2

• (5) If the above conditions are fulfilled but the Formal Subscription Agreement is not executed or cannot take effect due to the default by Beijing Systek, the Deposit (together with any interest accrued thereon) shall belong to Shanghai Cardinfo. On the other hand, if Beijing Systek cannot complete the Subscription due to the default by Shanghai Cardinfo or any of its shareholder(s), the Deposit shall return to Beijing Systek, and Shanghai Cardinfo shall pay an additional RMB3 million to Beijing Systek as compensation.

• (6) If, within 60 days from the date of the MOU, the conditions stated in (4) above cannot be fulfilled, or Beijing Systek and Shanghai Cardinfo have not entered into the Formal Subscription Agreement, the MOU shall lapse.

• (7) The parties to the MOU and the shareholders of Shanghai Cardinfo shall keep matters regarding the MOU confidential unless disclosure thereof is required by applicable laws and regulations or by the relevant regulatory authority.

Save for those legally-binding terms contained in the MOU (which are summarised above), the MOU is not legally binding on the parties thereto. A Formal Subscription Agreement has yet to be entered into by, among other parties, Beijing Systek and Shanghai Cardinfo as the detailed terms have not been finalised at this stage and the Formal Subscription Agreement may or may not materialise. If the Formal Subscription Agreement is entered into by Beijing Systek or any member of the Group, it may constitute a notifiable transaction for the Company under the GEM Listing Rules. Further announcement will be made by the Company either as and when the Formal Subscription Agreement is entered into, or as and when the MOU is lapsed. Shareholders of the Company and the investing public are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

• “Beijing Systek” 北京思德泰科科技發展有限公司 (Beijing Systek Science & Technology Development Co., Ltd.), a company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company

“Board” board of Directors

“Company” MegaInfo Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on GEM

“Directors” the directors of the Company

“Formal Subscription the formal legally-binding agreement in respect of the Subscription to Agreement” be entered into between, among other parties, Beijing Systek and Shanghai Cardinfo

“GEM” the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited

“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

3

“Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “MOU” the memorandum of understanding dated 29 January 2007 between Beijing Systek and Shanghai Cardinfo in respect of the possible Subscription “PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Shanghai Cardinfo” 上海卡友信息服務有限公司 (Shanghai Cardinfo Co., Ltd.), a company incorporated in the PRC with limited liability “Subscription” the proposed subscription by Beijing Systek for new shares to be issued by Shanghai Cardinfo (which shall represent approximately 20.69% equity interest in Shanghai Cardinfo upon completion of the Formal Subscription Agreement)

“%” per cent.

By order of the Board MegaInfo Holdings Limited Sun Ho Chairman

Hong Kong, 29 January 2007

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.

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: (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 on the “Latest Company Announcement” page of the internet website operated by The Stock Exchange of Hong Kong Limited for the purposes of GEM at www.hkgem.com for at least seven days from the day of its posting.

* For identification purpose only

4