Joy Spreader Group Inc. — Share Issue/Capital Change 2006

Sep 25, 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.

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(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

PROPOSED SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE

Proposed Subdivision of Shares and Change of Board Lot Size

The Board proposes that each of the existing issued and unissued Shares of HK$0.01 each in the share capital of the Company be subdivided into five shares of HK$0.002 each. The Share Subdivision will become effective upon the fulfillment of the conditions set out below.

The Shares are currently traded in board lots of 8,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 20,000 Subdivided Shares.

The Board proposes to convene a SGM on 23 October 2006 to consider and, if thought fit, pass resolutions to approve the Share Subdivision.

A circular containing, amongst other things, further details of the Share Subdivision, the trading arrangements in respect of the Subdivided Shares and the procedure for the free exchange of Existing Share Certificates, together with the notice of the SGM, will be despatched to the Shareholders as soon as practicable.

PROPOSED SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE

The Board proposes that each of the existing issued and unissued Shares of HK$0.01 each in the share capital of the Company be subdivided into five shares of HK$0.002 each. The Share Subdivision will become effective upon the fulfillment of the following conditions:

• (a) the passing of an ordinary resolution to approve the Share Subdivision by the Shareholders at the SGM; and

• (b) the GEM Listing Committee granting the listing of and permission to deal in the Subdivided Shares.

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Save for the costs to be incurred by the Company in implementing the Share Subdivision, the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company. The Board considers that the Share Subdivision will not have any adverse effect on the financial position of the Company.

The Shares are currently traded in board lots of 8,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 20,000 Subdivided Shares. The change of board lot size will not result in any change in the relative rights of the Shareholders. No odd lots of Subdivided Shares will be resulted from the Share Subdivision and the change of the board lot size, other than those already existed before the Share Subdivision becoming effective.

The Board believes that the Share Subdivision coupled with the change in board lot size may facilitate trading and improve the liquidity of the Subdivided Shares, thereby enabling the Company to attract more investors and broaden its shareholder base. Accordingly, the Board considers the Share Subdivision to be in the best interests of the Company and its Shareholders.

Shareholding Structure

As at the date of this announcement, the authorised share capital of the Company is HK$10,000,000, divided into 1,000,000,000 Shares, of which 556,400,000 Shares are issued and fully paid. Assuming that no further Shares will be issued or repurchased after the date of this announcement and prior to the Share Subdivision becoming effective, the effect of the Share Subdivision is set out as follows:

	Prior to the	After the
	Share Subdivision	Share Subdivision
Par value of each share	HK$0.01	HK$0.002
Number of authorised shares	1,000,000,000	5,000,000,000
Authorised share capital	HK$10,000,000	HK$10,000,000
Number of shares in issue	556,400,000	2,782,000,000
Issued share capital	HK$5,564,000	HK$5,564,000
Number of unissued shares	443,600,000	2,218,000,000
Unissued share capital	HK$4,436,000	HK$4,436,000

The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in the relative rights of the Shareholders.

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Adjustment to Share Options

As at the date of this announcement, other than the Shares in issue and outstanding options granted by the Company pursuant to its share option scheme adopted on 18 November 2004 entitling the holders thereof to subscribe for up to an aggregate of 1,605,000 Shares at HK$0.28 each (subject to adjustment), the Company did not have any warrants, other types of options, derivatives, convertible securities or other securities in issue. The Share Subdivision may lead to adjustment to the terms of the outstanding options. The Company will ascertain the required adjustment and holders of the options will be informed of the required adjustments as soon as practicable.

Expected Timetable

It is currently expected that the Share Subdivision will become effective on 24 October 2006. The expected timetable for the implementation of the Share Subdivision and the associated trading arrangement are set out as follows:

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Circular relating to the Share Subdivision to be

despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 October

Latest time for lodging forms of proxy for the SGM . . . . . . . . . 10:20 a.m. on Saturday, 21 October

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:20 a.m. on Monday, 23 October

The following events are conditional on the fulfillment of the conditions set out above

Publication on the GEM website of further announcement

for the effectiveness of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 October

Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 October

Dealings in the Subdivided Shares commence . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 24 October

Original counter for trading in existing Shares in board

lots of 8,000 Shares each temporarily closes . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 24 October

Temporary counter for trading in board lots of

• 40,000 Subdivided Shares each

• (in the form of Existing Share Certificates) opens . . . . . . . . . . 9:30 a.m. on Tuesday, 24 October

First day of free exchange of Existing Share

Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 October

Original counter for trading in Subdivided Shares in board lots of 20,000 Subdivided Shares each

• (in the form of New Share Certificates) re-opens . . . . . . . . 9:30 a.m. on Wednesday, 8 November

Parallel trading in Subdivided Shares (in the form of New Share Certificates and

the Existing Share Certificates) commences . . . . . . . . . . . . 9:30 a.m. on Wednesday, 8 November

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Parallel trading in Subdivided Shares (in the form of New Share Certificates and the Existing Share Certificates) ends . . . . . . . . . . . . . . . . .4:00 p.m. on Wednesday, 29 November

Temporary counter for trading in board

lots of 40,000 Subdivided Shares each (in the form of Existing Share Certificates) closes . . . . . . . . . . . .4:00 p.m. on Wednesday, 29 November

Last day for free exchange of Existing Share

Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 4 December

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on 29 November 2006 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one Share for five Subdivided Shares and may be exchanged free of charge for the New Share Certificates for Subdivided Shares at any time between 24 October 2006 and 4 December 2006, and on payment of a prescribed fee any time after 4:00 p.m. on 4 December 2006 with the Company’s share registrar, Abacus Share Registrars Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. It is expected that the New Share Certificates will be available for collection within a period of 10 business days after the submission of the Existing Share Certificates.

The New Share Certificates will be issued in yellow colour in order to distinguish them from the Existing Share Certificates which are in pink colour.

GENERAL

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares.

A circular containing, among other things, further details of the Share Subdivision, the change in board lot size, the trading arrangements in respect of the Subdivided Shares and the procedure for the free exchange of Existing Share Certificates together with a notice convening the SGM will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

“Board” the board of directors of the Company “Company” MegaInfo Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on GEM “Directors” the directors of the Company “Existing Share Certificates” certificates of existing Shares “GEM” the Growth Enterprise Market of the Stock Exchange

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“GEM Listing Committee”	the listing sub-committee of the Stock Exchange with responsibility
	for GEM
“HK$”	Hong Kong Dollars, the lawful currency in Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“New Share Certificates”	new certificates for the Subdivided Shares
“SGM”	the special general meeting of the Company to be held on 23
	October 2006 to consider and, if thought fit, approve the Share
	Subdivision
“Share Subdivision”	the subdivision of every Share of HK$0.01 each into five shares of
	HK$0.002 each
“Share(s)”	existing ordinary share(s) of HK$0.01 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s) in issue
“Subdivided Share(s)”	ordinary share(s) of HK$0.002 each in the share capital of the
	Company upon completion of the Share Subdivision
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

By order of the Board MegaInfo Holdings Limited Sun Ho Chairman

Hong Kong, 22 September 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.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM 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 for the purposes of GEM at www.hkgem.com for at least seven days from the day of its posting and on the website of the Company at www.megainfo.com.cn.

* For identification purpose only

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