Joy Spreader Group Inc. — M&A Activity 2006

Jul 19, 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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MAXPROFIT GLOBAL INC

(incorporated in the British Virgin Islands with limited liability)

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

JOINT ANNOUNCEMENT

CLOSING OF UNCONDITIONAL MANDATORY CASH OFFER BY

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ON BEHALF OF MAXPROFIT GLOBAL INC TO ACQUIRE ALL THE ISSUED SHARES OF HK$0.01 EACH IN THE SHARE CAPITAL OF MEGAINFO HOLDINGS LIMITED

(OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) AND

CHANGE OF DIRECTORS, AUTHORISED REPRESENTATIVE, COMPLIANCE OFFICER, AND MEMBERS OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

Financial adviser to the Offeror

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The Offeror and the Board wish to announce that the latest time for acceptance of the Offer was 4:00 p.m. on 18 July 2006 and the Offer was closed on 18 July 2006.

As at 4:00 p.m. on 18 July 2006, valid acceptances in respect of a total of 122,923,389 Shares under the Offer, representing approximately 22.98% of the existing issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company have been received by the Offeror.

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Immediately before the commencement of the Offer period, the Offeror and the parties acting in concert with it were interested in an aggregate of 326,617,500 Shares, representing approximately 61.05% of the existing issued share capital of the Company. There have been no dealings or agreement in relation thereto in all securities of the Company by the Offeror, its sole shareholder and parties acting in concert with any of them during the Relevant Period and up to the date of this announcement other than the acquisition of the Sale Shares pursuant to the S&P Agreement which was completed on 13 June 2006. Taking into account the valid acceptances in respect of 122,923,389 Shares under the Offer (subject to completion of the transfer of those Shares to the Offeror), the Offeror and parties acting in concert with it will become interested in an aggregate of 449,540,889 Shares immediately after the closing of the Offer, 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. Upon the closing of the Offer, approximately 15.97% of the existing issued share capital of the Company remains 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). The Company and/or the Offeror will take appropriate steps as soon as practicable to ensure that at least 25% of the issued share capital of the Company will be held in public hands in order to comply with the minimum public float requirement under Rule 11.23 of the GEM Listing Rules. The Company has applied to the Stock Exchange for the suspension of trading in the Shares from 9:30 a.m. on 19 July 2006. The Company will apply to the Stock Exchange to resume trading in the Shares once the 25% minimum public float of the Shares has been restored. Further announcement will be made by the Company upon its due compliance with Rule 11.23 of the GEM Listing Rules.

The Board also wishes to announce that immediately after the closing of the Offer, (i) Mr. José Manuel dos Santos, Mr. Mok Chi Va and Mr. Kuok Cheong Ian resigned as executive Directors; (ii) Mr. Yim Hong and Mr. Kuan Kin Man resigned as non-executive Directors and (iii) Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip resigned as independent non-executive Directors and such resignations will take effect from 19 July 2006. In addition, with effect from 19 July 2006, Mr. Sun and Mr. Kot will be appointed as executive Directors whilst Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy will be appointed as independent non-executive Directors. Each of the resigning Directors has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the holders of the shares of the Company. Other changes of the authorised representative, compliance officer, and members of audit committee, remuneration committee and nomination committee of the Company are set out below in this announcement.

Reference is made to the joint announcements dated 6 June 2006, 13 June 2006 and 26 June 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.

CLOSING OF THE OFFER AND ACCEPTANCE LEVEL

The Offeror and the Board wish to announce that the latest time for acceptance of the Offer was 4:00 p.m. on 18 July 2006 and the Offer was closed on 18 July 2006.

As at 4:00 p.m. on 18 July 2006, valid acceptances in respect of a total of 122,923,389 Shares under the Offer, representing approximately 22.98% of the existing issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company have been received by the Offeror.

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Remittance in respect of valid acceptances of the Offer have been posted (or will be posted, as the case may be) to the relevant Shareholders by ordinary post at their own risk within ten days from the date of receipt by the Registrar of all requisite documents to render such acceptances valid and complete.

SHAREHOLDINGS AND PUBLIC FLOAT OF THE COMPANY

Immediately before the commencement of the Offer period, the Offeror and parties acting in concert with it owned an aggregate of 326,617,500 Shares, representing approximately 61.05% of the entire issued share capital of the Company. There have been no dealings or agreement in relation thereto in all securities of the Company by the Offeror, its sole shareholder and parties acting in concert with any of them during the Relevant Period and up to the date of this announcement other than the acquisition of the Sale Shares pursuant to the S&P Agreement which was completed on 13 June 2006. Taking into account the valid acceptances in respect of 122,923,389 Shares under the Offer (subject to completion of the transfer of those Shares to the Offeror), the Offeror and parties acting in concert with it will become interested in an aggregate of 449,540,889 Shares immediately after the closing of the Offer, 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. Upon the closing of the Offer, approximately 15.97% of the existing issued share capital of the Company remains 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). The Company and/or the Offeror will take appropriate steps as soon as practicable to ensure that at least 25% of the issued share capital of the Company will be held in public hands in order to comply with the minimum public float requirement under Rule 11.23 of the GEM Listing Rules. The Company has applied to the Stock Exchange for the suspension of trading in the Shares from 9:30 a.m. on 19 July 2006. The Company will apply to the Stock Exchange to resume trading in the Shares once the 25% minimum public float of the Shares has been restored. Further announcement will be made by the Company upon its due compliance with Rule 11.23 of the GEM Listing Rules.

CHANGE OF DIRECTORS, AUTHORISED REPRESENTATIVE, COMPLIANCE OFFICER, AND MEMBERS OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board wishes to announce that, as a result of the change in control of the Company and as stated in the Composite Offer Document, immediately after the closing of the Offer, (i) Mr. José Manuel dos Santos, Mr. Mok Chi Va and Mr. Kuok Cheong Ian resigned as executive Directors; (ii) Mr. Yim Hong and Mr. Kuan Kin Man resigned as non-executive Directors and (iii) Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip resigned as independent non-executive Directors and such resignations will take effect from 19 July 2006. Each of the resigning Directors has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the holders of the shares of the Company.

The Board would like to take this opportunity to express its gratitude to Mr. José Manuel dos Santos, Mr. Mok Chi Va, Mr. Kuok Cheong Ian, Mr. Yim Hong, Mr. Kuan Kin Man, Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip for their contribution to the Company during their term of services.

In addition, with effect from 19 July 2006, Mr. Sun and Mr. Kot will be appointed as executive Directors whilst Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy will be appointed as independent non-executive Directors.

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Set out below are the biographical details of the new Directors:

Mr. Kot Wai Ming, aged 42, is currently an executive director of China Gate International Limited, which is principally engaged in the trading of agricultural commodities. Mr. Kot holds a bachelor degree in Economics from the Shanghai Institute of Foreign Trade. Prior to working with China Gate International Limited, Mr. Kot held various positions as trader and trading manager with XCAN Asia Limited and its parent company, XCAN Grain Pool Ltd., in Canada. Mr. Kot did not hold any directorship in any listed companies in the past three years. Mr. Kot is the brother-in-law of Mr. Sun.

Mr. Sun Ho, aged 37, has extensive experience in the financial management of enterprises. Mr. Sun holds a bachelor degree in Economics from the University of Sydney in Australia and a master degree in Corporate Finance from the Hong Kong Polytechnic University. Mr. Sun is a member of CPA Australia and the Hong Kong Institute of Certified Public Accountants. Mr. Sun is currently the chief executive officer and deputy chairman of China LotSynergy Holdings Limited, the issued shares of which are listed on the GEM of the Stock Exchange. Mr. Sun was previously an executive director of Burwill Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange and had worked for KPMG, an international accounting firm, where he was involved in auditing and due diligence activities for clients. Mr. Sun is the brother-in-law of Mr. Kot.

Mr. Wang Ronghua (“Mr. Wang”), aged 61, is a representative in Shanghai of Treasury Holdings China Limited. Mr. Wang graduated from the Beijing Institute of Foreign Trade. Prior to the appointment as independent non-executive Director, Mr. Wang held various positions in the PRC Government. Mr. Wang was the General Manager of Beijing Personnel Service Corporation for Diplomatic Missions, the General Manager of China Jiaoyuan Corporation for International Economic and Technical Cooperation, the First Deputy Director General of Beijing Service Bureau for Diplomatic Missions and an Ambassador of the PRC to the Republic of Iceland. Thereafter, Mr. Wang joined Shanghai Institute of International Finance as Vice President and was Chief Operating Officer of Shanghai Sinoman Industrial (Group) Ltd. Mr. Wang did not hold any directorship in any listed companies in the past three years.

Mr. Hua Fengmao (“Mr. Hua”), aged 37, is the founding partner and managing director of China Finance Strategies Limited. Mr. Hua obtained a bachelor degree and a master degree in English Language & Literature from the Shanghai International Studies University, Shanghai, the PRC. Mr. Hua obtained a Master of Business Administration degree from the International University of Japan, Niigata, Japan. Prior to founding China Finance Strategies Limited, Mr. Hua held various positions in various investment banks. Mr. Hua was the Managing Director of Investment Banking of CLSA Equity Capital Markets Limited, the General Manager of Cazenove Asia Limited, Manager of ICEA Capital Limited and Associate Investment Banking Officer of Bank of America NT&SA. Mr. Hua did not hold any directorship in any listed companies in the past three years.

Mr. Kwok Wing Leung Andy (“Mr. Kwok”), aged 32, has over 10 years of local and overseas financial and general management experience and has experience in the trading business in the PRC. Mr. Kwok holds a master degree in Business Administration from Tsinghua University, the PRC and a bachelor degree in Economics from the University of Sydney in Australia. Mr. Kwok is a member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. Mr. Kwok is the chairman of Nubrands Group Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange.

Each of Mr. Kot and Mr. Sun will have no fixed term of service with the Company and will receive a director’s fee of HK$10,000 per month under their respective service agreements in connection with their appointments as executive Directors. Pursuant to such service agreements, each of Mr. Kot and Mr. Sun will also be entitled to a discretionary year-end bonus payment based on their respective individual performances and responsibilities as well as the annual financial performance of the Group, and may be granted share options of the Company as from time to time determined by the Board and subject to the relevant requirements of the GEM Listing Rules.

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Each of Mr. Wang, Mr. Hua and Mr. Kwok will be appointed by way of a director’s service agreement for an initial term of two years which shall continue thereafter subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the bye-laws of the Company or unless and until terminated by either party to such agreement giving the other party not less than 1 month’s written notice to terminate such appointment. Each of Mr. Wang, Mr. Hua and Mr. Kwok will be entitled to HK$100,000 per annum as director’s fee (without any bonus payment) which has been determined on an arm’s length basis between the parties with reference to prevailing market fee range for independent non-executive directors of listed issuers in Hong Kong.

With effect from 19 July 2006:

• Mr. Sun will be appointed as the authorised representative and compliance officer of the Company to fill the vacancies left by Mr. Mok Chi Va following his resignation as executive Director as mentioned above;

• Mr. Wang, Mr. Hua and Mr. Kwok will become members of the audit committee of the Company following the resignations of Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip as independent non-executive Directors as mentioned above;

• Mr. Kot, Mr. Wang, Mr. Hua and Mr. Kwok will become members of the remuneration committee of the Company; and

• Mr. Sun, Mr. Wang, Mr. Hua and Mr. Kwok will become members of the nomination committee of the Company.

All the above new Directors:

• (i) do not have any relationship with any directors, senior management, management or substantial or controlling shareholders of the Company (save for the fact that Mr. Sun is the sole shareholder and sole director of the Offeror, which is now the controlling shareholder of the Company and that Mr. Kot is the brother-in-law of Mr. Sun); and

• (ii) do not have any interests in the Shares within the meaning of Part XV of the SFO (save for the indirect beneficial equity interest of Mr. Sun in the Company through the Offeror).

Save as disclosed above, there are no other matters that are required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the holders of the shares of the Company.

As at the date of this announcement, the Board comprises Mr. José Manuel dos Santos, Mr. Mok Chi Va and Mr. Kuok Cheong Ian as executive Directors; Mr. Yim Hong and Mr. Kuan Kin Man as nonexecutive Directors; Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip as independent non-executive Directors.

By order of the board of director MAXPROFIT GLOBAL INC Sun Ho Director

By order of the Board MegaInfo Holdings Limited José Manuel dos Santos Chairman

Hong Kong, 18 July 2006

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The directors of MegaInfo Holdings Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions relating to the Offeror) have been arrived at after due and careful consideration and there are no other facts (other than facts relating to the Offeror) not contained in this announcement, the omission of which would make any statement in this announcement (other than statement relating to the Offeror) misleading.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Group and the Vendor) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than opinions relating to the Group and the Vendor) have been arrived at after due and careful consideration and there are no other facts (other than facts relating to the Group and the Vendor) not contained in this announcement, the omission of which would make any statement in this announcement (other than statement relating to the Group and the Vendor) misleading.

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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