Joy Spreader Group Inc. — M&A Activity 2006

Jun 7, 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 SALE OF CONTROLLING INTEREST AND POSSIBLE 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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On 30 May 2006, the S&P Agreement was entered into between VHL as vendor, the Offeror as purchaser, Vodatel Networks Holdings Limited as vendor’s warrantor and Mr. Sun as purchaser’s warrantor for the sale and purchase of the Sale Shares for a cash consideration of HK$10,378,500 (equivalent to approximately HK$0.0318 per Sale Share). Completion shall take place on the fifth Business Day after satisfaction and/or waiver of all the conditions of the S&P Agreement as detailed below.

Upon Completion, the Offeror and parties acting in concert with it will own an aggregate of 326,617,500 Shares, representing approximately 61.05% of the entire issued share capital of the Company. Under Rule 26.1 of the Takeovers Code, the Offeror will be required to make an unconditional mandatory cash offer for all the issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it, and the Offer will be made at HK$0.0318 per Share.

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Pursuant to Rule 8.2 of the Takeovers Code, the offer document containing, amongst other things, the terms of the Offer, together with forms of acceptance and transfer should normally be posted to the Shareholders by or on behalf of the Offeror within 21 days of the date of the announcement of the Offer. The Offeror and the Company intend to combine the offer document and the Company’s response document in the Composite Offer Document and post the Composite Offer Document within such period. The Independent Board Committee will be formed to advise the Independent Shareholders in respect of the Offer. The Independent Board Committee will approve the appointment of an independent financial adviser which will advise the Independent Board Committee and the Independent Shareholders in respect of the Offer and an announcement on the appointment will be made as soon as practicable.

The Offer is a possibility only and will only be made if Completion takes place pursuant to the S&P Agreement. Completion is subject to satisfaction and/or waiver of the conditions specified in the S&P Agreement as detailed below. Accordingly, the S&P Agreement may or may not be completed and the Offer may or may not proceed. Shareholders and potential investors are advised to exercise extreme caution when dealing in the Shares.

At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 1 June 2006 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading of the Shares from 9:30 a.m. on 7 June 2006.

SALE AND PURCHASE AGREEMENT

On 30 May 2006, the S&P Agreement was entered into between the following parties for the sale and purchase of the Sale Shares:

Vendor:	VHL
Purchaser:	the Offeror, a company incorporated in the British Virgin Islands with
	limited liability and is beneficially wholly-owned by Mr. Sun
Vendor’s Warrantor:	Vodatel Networks Holdings Limited
Purchaser’s Warrantor:	Mr. Sun

The Offeror, Mr. Sun and their respective associates (as defined in the GEM Listing Rules) are not “connected persons” of the Company within the meaning of the GEM Listing Rules.

Set out below are the principal terms of the S&P Agreement:

Sale Shares:	an aggregate of 326,617,500 Shares, representing approximately 61.05%
	of the entire issued share capital of the Company as at the date of this
	announcement.
Consideration:	HK$10,378,500 (equivalent to approximately HK$0.0318 per Sale Share),
	which was negotiated and determined on an arm’s length basis between
	the Offeror and the Vendor and is payable at Completion.

The price of HK$0.0318 per Share represents (a) a discount of approximately 54.57% to the closing price of HK$0.070 per Share as quoted on the Stock Exchange on 30 May 2006, being the last trading day prior to the suspension of trading in the Shares on 1 June 2006; and

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(b) a discount of approximately 43.72% to the average closing price of HK$0.0565 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days prior to the suspension of the trading in the Shares on 1 June 2006.

Conditions:

Completion of the S&P Agreement is conditional upon the following conditions being fulfilled:

• (i) the Shares remaining listed and traded on the GEM at all times from the date of the S&P Agreement up to (and including) the Completion Date, save for any temporary suspension not exceeding ten consecutive Business Days for the purposes of clearing any announcement and circular in relation to the sale and purchase of the Sale Shares and/or the Offer by the regulatory authorities;

• (ii) trading in the Shares on the GEM not being revoked or withdrawn at any time prior to the Completion Date;

• (iii) there being no indication from the Stock Exchange or the SFC prior to the Completion Date that listing of the Shares will be suspended, revoked or withdrawn at any time after Completion, whether in connection with any of the transactions contemplated by the S&P Agreement or otherwise;

• (iv) all necessary shareholders’ approval as may be required by the Vendor’s Warrantor in respect of the sale of the Sale Shares and the transactions contemplated under the S&P Agreement and under the GEM Listing Rules;

• (v) the warranties given by the Purchaser and the Purchaser’s Warrantor under the S&P Agreement remaining true and accurate in all material respects;

• (vi) the warranties given by the Vendor and the Vendor’s Warrantor under the S&P Agreement remaining true and accurate in all material respects; and

• (vii) the publication of the joint announcement in relation to the S&P Agreement by or on behalf of the Company and the Purchaser which has been cleared by the Stock Exchange and the SFC.

The Purchaser may at any time by notice in writing to the Vendor waive any of the conditions (i),(ii),(iii),(vi) and (vii) set out above and such waiver may be made subject to such terms and conditions as are determined by the Purchaser. The Vendor may at any time by notice in writing to the Purchaser waive the condition (v) set out above and such waiver may be made subject to such terms and conditions as are determined by the Vendor. The condition (iv) set out above cannot be waived by either the Vendor or the Purchaser. If any of the conditions set out above has not been satisfied and/or waived at or before 12:00 noon on the Long Stop Date, the S&P Agreement shall cease and determine and none of the parties thereto shall have any obligations and liabilities thereunder save for any antecedent breaches of the terms thereof.

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Save for continuing compliance of the conditions (i), (ii), (iii), (v) and (vi) set out above prior to the Completion Date, all of the above conditions have been satisfied.

Completion:

Completion shall take place on the fifth Business Day after satisfaction and/or waiver of all the conditions of the S&P Agreement, which is expected to be on 13 June 2006.

CHANGES IN SHAREHOLDING STRUCTURE 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 Vendor The Offeror and parties acting in concert with it Gofull Public Total	Existing shareholding structure Number of % of total Shares held issued Shares 326,617,500 61.05 – – 74,632,500 13.95 133,750,000 25.00 535,000,000 100.00	Shareholding structure upon Completion Number of % of total Shares held issued Shares – – 326,617,500 61.05 74,632,500 13.95 133,750,000 25.00 535,000,000 100.00	Shareholding structure upon Completion Number of % of total Shares held issued Shares – – 326,617,500 61.05 74,632,500 13.95 133,750,000 25.00 535,000,000 100.00
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POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

Upon Completion, the Offeror and parties acting in concert with it will own an aggregate of 326,617,500 Shares, representing approximately 61.05% of the entire issued share capital of the Company. Under Rule 26.1 of the Takeovers Code, the Offeror will be required to make an unconditional mandatory cash offer for all the issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it. The Offer, if and when made, will be unconditional in all respects.

Principal terms of the Offer

Subject to Completion, Partners Capital, on behalf of the Offeror, will make the Offer to acquire all the issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it on the following basis:

For each Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.0318 in cash

As at the date of this announcement, the Company has 535,000,000 Shares in issue and there are no outstanding warrants, options, derivatives or securities convertible into Shares as at the date of this announcement. There is no arrangement (whether by way of option, indemnity or otherwise) in relation to shares of the Offeror or the Company which might be material to the Offer.

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Comparisons of value

The Offer price of HK$0.0318 per Share is equal to the consideration paid by the Offeror for each Sale Share and represents:

• (a) a discount of approximately 54.57% to the closing price of HK$0.070 per Share as quoted on the Stock Exchange on 30 May 2006, being the last trading day prior to the suspension of trading of the Shares on 1 June 2006;

• (b) a discount of approximately 43.72% to the average closing price of HK$0.0565 per Share over the 10 trading days up to and including 30 May 2006;

• (c) a discount of approximately 40.11% to the average closing price of approximately HK$0.0531 per Share over the 30 trading days up to and including 30 May 2006; and

• (d) a premium of approximately 117.81% over the unaudited consolidated net tangible asset value per Share of approximately HK$0.0146 as at 31 December 2005 (based on the unaudited consolidated net tangible assets of the Group of approximately HK$7,802,414 and 535,000,000 Shares in issue as stated in the last published interim report of the Company for the six months ended 31 December 2005).

Highest and lowest Share prices

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the sixmonth period preceding the last trading day prior to the date of this announcement were HK$0.070 per Share during the period from 29 to 30 May 2006 and HK$0.040 per Share during the period from 24 to 26 January 2006 respectively.

Total consideration

As at the date of this announcement, there are 535,000,000 Shares in issue. At the Offer price of HK$0.0318 per Share, the entire issued share capital of the Company would be valued at approximately HK$17 million. Based on 208,382,500 Shares subject to the Offer, the Offer would be valued at approximately HK$6.63 million.

The Offeror will finance the Offer by its own cash deposit in bank. Partners Capital is satisfied that sufficient financial resources are available to the Offeror to satisfy full acceptance of the Offer.

Effects of accepting the Offer

By accepting the Offer, Shareholders will sell their Shares to the Offeror free from all liens, claims and encumbrances and with all rights attached to them as at the date of this announcement, including the right to receive all dividends and distributions declared, paid or made, if any, on or after the date of this announcement.

Stamp duty

If the Offer is made, seller’s ad valorem stamp duty at a rate of HK$1.00 for every HK$1,000 (or part thereof) of the consideration arising on acceptance of the Offer will be deducted from the consideration due to the accepting Shareholders. The Offeror will arrange for payment of the stamp duty in connection with the acceptance of the Offer and the transfer of the Shares.

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Payment

Payment in cash in respect of acceptances of the Offer will be made within ten days of the date on which the relevant documents of title are received by the Registrar to render each such acceptance complete and valid.

INFORMATION ON THE COMPANY

Headquartered in Macao, the Company is a company incorporated in Bermuda whose issued Shares are listed on the GEM and the Group is principally engaged in the provision of enterprise solutions for targeted customers in Macao and the PRC. The Group specialises in the research and development of innovative and quality value-added applications that aim to increase operating effectiveness and efficiencies of enterprises. The Group offers an array of enterprise solutions including MegaImage (document imaging application), MegaMax (surveillance solution), MegaDMS (document management system) and MegaERP (enterprise resource planning application), and a range of services including installation, testing and commissioning, after-sales support and scanning services. Targeted customers of the Group include mobile service bureaus, telecommunications service providers, governmental authorities, hospitals and enterprises in Macao and the PRC.

The following table is a summary of the audited financials of the Group for the two years ended 30 June 2005 and the unaudited financials of the Group for the six months ended 31 December 2005 and for the nine months ended 31 March 2006:

			Six	Nine
			months ended	months ended
	Year ended 30 June		31 December	31 March
	2004	2005	2005	2006
	HK$	HK$	HK$	HK$
Turnover	10,465,492	14,289,721	41,458,051	47,935,229
Profit/(loss) before taxation	(6,588,899)	(22,621,634)	9,676	(2,495,324)
Profit/(loss) after taxation	(6,588,899)	(22,621,634)	9,676	(2,495,324)
Net tangible assets	19,100,354	7,750,972	7,802,414	(Note)

Note: The Company has not published the Group’s unaudited consolidated net tangible assets figure for the nine months ended 31 March 2006.

INFORMATION ON THE OFFEROR

The Offeror is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Sun. Save for the entering into of the S&P Agreement, the Offeror has not conducted any business since its incorporation and has no material assets and liabilities other than the amounts required to finance the acquisition of the Sale Shares and the Offer. Mr. Sun is the sole director of the Offeror.

Prior to the entering into of the S&P Agreement, neither the Offeror, its beneficial owner nor the parties acting in concert with any of them owned any Shares. Save for the entering into of the S&P Agreement, none of the Offeror, its beneficial owners and parties acting in concert with any of them has dealt in any Shares during the period commencing on the date six months prior to the date of the S&P Agreement and up to the date of this announcement.

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INTENTION OF THE OFFEROR REGARDING THE GROUP

The Offeror intends that the Group will continue its existing businesses and will maintain the listing status of the Company on the GEM following the close of the Offer. The Offeror has no present intention to dispose of or re-deploy the assets of the Group other than in the ordinary course of its business, or to inject its assets into the Group. Following completion of the S&P Agreement and following the close of the Offer, the Offeror will conduct a review on the business operations and financial position of the Group for the purpose of formulating business plans and strategies for the future business development of the Group. Subject to the result of such review and should suitable investment or business opportunities arise, the Offeror may consider diversifying the business of the Group with an objective to broaden its income source. Save for the proposed change of the composition of the Board set forth below, the Offeror intends that the existing management and employees of the Group will continue their present roles in the existing businesses of the Group following the close of the Offer to ensure a smooth transition.

According to the third quarterly report of the Company, the turnover of the Group for the nine months ended 31 March 2006 amounted to approximately HK$47.9 million, representing approximately 4.2 times increase over the corresponding period during 2005. The Group has secured a number of variation orders from the existing gaming and hotel operators such that orders on hand as at 31 March 2006 have reached approximately HK$33 million. Based on the above, the Offeror is optimistic about the future prospects of the Group.

PROPOSED CHANGE OF BOARD COMPOSITION OF THE COMPANY

The existing executive Directors, namely Mr. José Manuel dos Santos, Mr. Mok Chi Va and Mr. Kuok Cheong Ian; non-executive Directors, namely Mr. Yim Hong and Mr. Kuan Kin Man; and independent non-executive Directors, namely, Mr. Chui Sai Cheong, Mr. Tsui Wai Kwan and Mr. Tam Pak Yip, will resign with effect from the earliest time permitted under the Takeovers Code.

The Offeror intends to nominate Mr. Kot and Mr. Sun as executive Directors and such appointment will take effect on the calendar day immediately following the close of the Offer. In addition, the Offeror is in the process of inviting suitable candidates to serve as independent non-executive Directors and the nomination of which is yet to be finalised as at the date of this announcement. Further announcement will be made once the appointment of the new independent non-executive Directors is confirmed.

Set out below are the biographical details of the two proposed executive Directors to be nominated by the Offeror:

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 directorships 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 Main Board of the Stock Exchange and had worked for KPMG, an international accounting firm, where he was involved in the auditing and due diligence activities for clients. Mr. Sun is the brother-in-law of Mr. Kot.

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MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror intends to maintain the listing of the Shares on the GEM of the Stock Exchange. The Company and the new Directors to be nominated by the Offeror will undertake to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that not less than 25% of the Shares will be held by the public.

The Stock Exchange has stated that if, upon the close of the Offer, less than 25% of the Shares are held by the public or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend trading in the Shares until a level of sufficient public float is attained.

So long as the Company remains a listed company, the Stock Exchange will also closely monitor all future acquisitions or disposals of assets of the Company. Any acquisitions or disposals of assets by the Group will be subject to the provisions of the GEM Listing Rules. Pursuant to the GEM Listing Rules, the Stock Exchange has the discretion to require the Company to issue an announcement and a circular to the Shareholders irrespective of the size of any proposed transactions, particularly when such proposed transactions represent a departure from the principal activities of the Company. The Stock Exchange also has the power to aggregate a series of acquisitions or disposals of the Company and any such transactions may result in the Company being treated as if it were a new listing applicant and subject to the requirements for new listing applicants as set out in the GEM Listing Rules.

GENERAL

Partners Capital has been appointed as the financial adviser to the Offeror in respect of the Offer.

Pursuant to Rule 8.2 of the Takeovers Code, the offer document containing, amongst other things, the terms of the Offer, together with forms of acceptance and transfer should normally be posted to the Shareholders by or on behalf of the Offeror within 21 days of the date of the announcement of the Offer. The Offeror and the Company intend to combine the offer document and the Company’s response document in the Composite Offer Document and post the Composite Offer Document within such period. The Independent Board Committee will be formed to advise the Independent Shareholders in respect of the Offer. The Independent Board Committee will approve the appointment of an independent financial adviser which will advise the Independent Board Committee and the Independent Shareholders in respect of the Offer and an announcement on the appointment will be made as soon as practicable.

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.

WARNING

The Offer is a possibility only and will only be made if Completion takes place pursuant to the S&P Agreement. Completion is subject to satisfaction and/or waiver of the conditions specified in the S&P Agreement as detailed above. Accordingly, the S&P Agreement may or may not be completed and the Offer may or may not proceed. Shareholders and potential investors are advised to exercise extreme caution when dealing in the Shares.

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DEALINGS DISCLOSURE

The respective associates of the Offeror and the Company are reminded to disclose their dealings in the securities of the Company in accordance with Rule 22 of the Takeovers Code.

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This does not alter the obligation of the principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that cooperation.

SUSPENSION AND RESUMPTION OF 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 1 June 2006 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading of the Shares with effect from 9:30 a.m. on 7 June 2006.

DEFINITIONS

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

• “Board” the board of Directors “Business Day” a day (other than a Saturday and days on which a typical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “Completion” completion of the S&P Agreement “Completion Date” date of the Completion, being the fifth Business Day after satisfaction and/or waiver of all the conditions of the S&P Agreement, which is expected to be on 13 June 2006

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

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“Composite Offer Document”	the document to be jointly issued by and on behalf of the Offeror and
	the Company to all Shareholders in accordance with the Takeovers
	Code containing, inter alia, terms and conditions of the Offer, the
	forms of acceptance and transfer in respect of the Offer, the letter of
	advice of the independent financial adviser to the Independent Board
	Committee in respect of the Offer and the letter of advice of the
	Independent Board Committee to the Independent Shareholders in
	relation to the Offer
“Director(s)”	the director(s) of the Company
“Executive”	the Executive Director of the Corporate Finance Division of the SFC
	or any delegate of the Executive Director
“GEM”	Growth Enterprise Market
“GEM Listing Rules”	the Rules Governing the Listing of Securities on the GEM of the
	Stock Exchange
“Gofull”	Gofull Investments Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned subsidiary
	of eForce Holdings Limited, the issued shares of which are listed on
	the Main Board of the Stock Exchange
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board Committee”	an independent board committee of the Board to be established for
	the purpose of advising the Independent Shareholders in relation to
	the Offer
“Independent Shareholders”	Shareholders other than the Offeror and parties acting in concert with
	it
“Long Stop Date”	29 July 2006, being the date falling 60 days after the date of the S&P
	Agreement or such other date as both the Purchaser and the Vendor
	may agree for the satisfaction and/or waiver of the conditions specified
	in the S&P Agreement
“Macao”	Macao Special Administrative Region of the PRC
“Mr. Kot”	Mr. Kot Wai Ming
“Mr. Sun”	Mr. Sun Ho, the sole director and the sole beneficial shareholder of
	the Offeror

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“Offer”	subject to Completion, the unconditional mandatory cash offer to be
	made by Partners Capital on behalf of the Offeror for all the issued
	Shares not already owned or agreed to be acquired by the Offeror
	and parties acting in concert with it
“Offeror” or “Purchaser”	MAXPROFIT GLOBAL INC, a company incorporated in the British
	Virgin Islands with limited liability and wholly-owned by Mr. Sun
“parties acting in concert”	has the meaning ascribed thereto in the Takeovers Code
“Partners Capital”	Partners Capital International Limited, a licensed corporation to carry
	on types 1 and 6 regulated activities (dealing in securities and advising
	on corporate finance) under the Securities and Futures Ordinance
	(Chapter 571 of the Laws of Hong Kong) and the financial adviser to
	the Offeror in respect of the Offer
“PRC”	the People’s Republic of China which, for the purpose of this
	announcement, excludes Hong Kong, Macao and Taiwan
“Purchaser’s Warrantor”	Mr. Sun
“Registrar”	Abacus Share Registrars Limited at Level 28, Three Pacific Place, 1
	Queen’s Road East, Hong Kong, being the Company’s Hong Kong
	branch share registrar
“S&P Agreement”	the conditional sale and purchase agreement dated 30 May 2006
	entered into between, among others, the Offeror and the Vendor in
	respect of the acquisition of the Sale Shares by the Offeror from the
	Vendor
“Sale Shares”	the 326,617,500 Shares beneficially owned by the Vendor, representing
	approximately 61.05% of the issued share capital of the Company
“SFC”	Securities and Futures Commission
“Share(s)”	the ordinary share(s) of HK$0.01 each in the issued share capital of
	the Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“Vendor”	VHL
“Vendor’s Warrantor”	Vodatel Networks Holdings Limited, the issued shares of which are
	listed on the GEM of the Stock Exchange
“VHL”	Vodatel Holdings Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned subsidiary
	of Vodatel Networks Holdings Limited, the issued shares of which
	are listed on the GEM of the Stock Exchange

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“HK$”

Hong Kong dollars, the lawful currency of Hong Kong from time to time

“%”

per cent.

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, 6 June 2006

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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