Joy Spreader Group Inc. — M&A Activity 2006

Jun 27, 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

DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT IN RELATION TO 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)

Financial adviser to the Offeror

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The Composite Offer Document, setting out, inter alia, the terms of the Offer, information on the Group, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders in respect of the Offer and the letter from Tai Fook Capital containing its recommendation and advice to the Independent Board Committee in respect of the Offer, together with the Form of Acceptance in respect of the Offer, will be despatched to the Shareholders on 27 June 2006 in accordance with the Takeovers Code.

The Offer will commence on Tuesday, 27 June 2006 and will be closed on Tuesday, 18 July 2006 (the latest time for acceptance of the Offer will be at 4:00 p.m. on Tuesday, 18 July 2006).

Independent Shareholders are advised to read the Composite Offer Document carefully, including the advice of Tai Fook Capital, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

An expected timetable in respect of the Offer is set out below in this announcement.

Reference is made to the joint announcements (“Announcements”) dated 6 June 2006 and 13 June 2006 respectively made by the Company and the Offeror regarding the Offer. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as defined in the Announcements.

DESPATCH OF COMPOSITE OFFER DOCUMENT

The Composite Offer Document, setting out, inter alia, the terms of the Offer, information on the Group, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders in respect of the Offer and the letter from Tai Fook Capital Limited (“Tai Fook Capital”) containing its recommendation and advice to the Independent Board Committee in respect of the Offer, together with the form(s) of acceptance and transfer in respect of the Offer (the “Form of Acceptance”), will be despatched to the Shareholders on 27 June 2006 in accordance with the Takeovers Code.

Independent Shareholders are advised to read the Composite Offer Document carefully, including the advice of Tai Fook Capital, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

EXPECTED TIMETABLE

The Company and the Offeror would like to remind the Independent Shareholders of the following timetable in relation to the Offer:

Offer commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 27 June 2006

Latest time for acceptance of the Offer . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 18 July 2006

Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 18 July 2006

Teletext announcement of the result of the Offer

through the Stock Exchange (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on Tuesday, 18 July 2006

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Announcement of the result of the Offer

to be published on the GEM website (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 19 July 2006

Latest date for despatch of remittances for the amounts

due in respect of valid acceptances received under

the Offer (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 July 2006

Notes:

1. The Offer, which is unconditional, will close on Tuesday, 18 July 2006 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The Offeror reserves the right to extend the Offer until such date as it may determine pursuant to the Takeovers Code. The Offeror will issue a teletext announcement through the Stock Exchange by 7:00 p.m. on the Closing Date to state whether the Offer has expired, revised or extended. In the event that the Offeror decides to extend the Offer, at least 14 days’ notice in writing will be given, before the Offer is closed, to those Independent Shareholders who have not accepted the Offer.

2. An announcement on the result of the Offer will be published on the GEM website on Wednesday, 19 July 2006 or in the event of an extension of the Offer, on the next Business Day after the closing date of the extended Offer.

3. Pursuant to the Takeovers Code, consideration payable for the Shares tendered under the Offer will be paid as soon as possible but in any event within 10 days of the date of the receipt by the Registrar of all the valid requisite documents.

4. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

All time references contained herein refer to Hong Kong time.

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, 26 June 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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