YNBY International Limited — M&A Activity 2000

Nov 22, 2000

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.

ABC COMMUNICATIONS (HOLDINGS) LIMITED

(Incorporated in Bermuda with Limited Liability)

CONNECTED TRANSACTION

The Board of Directors of the Company is pleased to announce that on 21st November 2000 the QPI Group entered into an agreement for the acquisition of the Business (the "Agreement") from UP and UP's controlling shareholder, Al Bien at a consideration of US$500,000 (or approximately HK$3.89 million).

QPI is an approximately 97.39% owned subsidiary of Choudary, a wholly owned subsidiary of the Company. Al Bien is the beneficial owner of the entire issued share capital of UP. He is also a director of a subsidiary of QPI and therefore a connected person, as well as being a 0.96% shareholder of QPI.

The consideration for the Acquisition is US$500,000 (or approximately HK$3.89 million), to be satisfied partly in cash and partly by QPI procuring Choudary to undertake the Placement.

In consideration for Choudary undertaking the Placement, QPI has agreed to issue to Choudary 7,500 fully paid ordinary shares of HK$1.00 each in QPI within 14 days after the Placement.

The above constitutes a connected transaction for the Company under the Listing Rules. This announcement is made pursuant to Rule 14.25(1) of the Listing Rules for the purposes of providing the shareholders of the Company with brief details relating to the Acquisition. Details of the Acquisition will also be included in the next Annual Report of the Company.

1. Date of the Agreement

21st November 2000

2. Parties

QPI, QPIP, UP and Al Bien

3. Consideration

The consideration payable by the QPI Group to the Vendors for the acquisition of the Business was arrived at after arms-length negotiations (having regard to comparable transactions) and comprises US$500,000 (or approximately HK$3.89 million), of which US$200,000 (or approximately HK$1.556 million) is payable in cash from working capital of the QPI Group and the balance of US$300,000 (or approximately HK$2.334 million) by QPI procuring the transfer by Choudary to Al Bien (or as he may direct) on Completion of 7,500 fully paid ordinary shares of HK$1.00 each in QPI, comprising approximately 0.75% of the outstanding issued share capital of QPI (the "Placement"), prior to the top-up issue referred to in paragraph 6 below.

4. Conditions precedent

Completion is conditional upon, among other things:

(a) foreign investment and other Philippines regulatory approvals required for the transactions effected by the Agreement (if any) having been given; and

(b) any requirement imposed on the Company or any of its subsidiaries by the SEHK and the Listing Rules having been complied with.

If the conditions precedent are not satisfied before 30th November 2000 or such later date as may be agreed between the parties, either party may terminate the Agreement.

5. Completion

Completion of the Acquisition will take place 3 business days after the satisfaction or waiver of all conditions precedent to Completion.

6. Issue of new shares to Choudary

In consideration for Choudary undertaking the Placement on Completion, QPI has agreed to issue to Choudary 7,500 fully paid ordinary shares of HK$1.00 each in QPI within 14 days after the Placement at an aggregate subscription price of US$300,000 (or approximately HK$2.334 million), or US$40 per share (or approximately HK$311.20 per share), which aggregate subscription price shall be satisfied in full by Choudary performing the Placement. Following the issue of such shares in QPI, Choudary will hold approximately 96.67% of the issued share capital of QPI.

The aggregate subscription price for the shares in QPI to be issued to Choudary, being US$300,000 (or approximately HK$2.334 million) reflect that part of the consideration payable for the Business which is to be satisfied by the Placement.

7. Purpose of the Acquisition

The principal activity of the Company is investment holding. The activities of its principal subsidiaries are the provision of financial information and Internet services. The QPI Group is a technology provider specialising in financial information services and electronic trading platform for multi-market financial institutions. The Business being acquired is a stock and commodities information services and products business operating in the Philippines and is complementary to the existing businesses of the QPI Group. Accordingly, the Acquisition provides a good opportunity for the QPI Group to expand its business in overseas markets. The directors (including independent non-executive directors) consider that the terms of the Acquisition are fair and reasonable.

8. Connected transaction

The above constitutes a connected transaction for the Company under the Listing Rules. The total consideration for the Acquisition (US$500,000 or approximately HK$3.89 million) represents less than three percent (3%) of the audited consolidated net tangible asset value of the Company and its subsidiaries as at 31st March 2000, which is approximately HK$384,921,400. This announcement is made pursuant to Rule 14.25(1) of the Listing Rules for the purposes of providing the shareholders of the Company with brief details relating to the Acquisition. Details of the Acquisition will also be included in the next Annual Report of the Company.

Definitions

"Acquisition" the acquisition by the QPI Group of the Business;

"Al Bien" Mr Mo-Liang Pien (also known as Al Bien);

"Completion" completion of the Acquisition;

"Choudary" Choudary Limited, a wholly owned subsidiary of the Company;

"Listing Rules" The Rules Governing the Listing of Securities on the SEHK;

"Business" a stock and commodities information services and products business operating in the Philippines, and various assets including computer programs and systems relating to the provision of stock and commodities information services and products;

"Placement" has the meaning given under paragraph 3 above;

"QPI" QuotePower International Limited, a 97.39% subsidiary of the Company;

"QPI Group" relevant members of the QPI Group who are making the Acquisition, being QPI and QPIP;

"QPIP" QPI (Philippines) Inc., a wholly owned subsidiary of QPI;

"SEHK" The Stock Exchange of Hong Kong Limited;

"UP" Unitech Systems Philippines, Inc. a company controlled by Al Bien; and

"Vendors" UP and Al Bien.

By Order of the Board of Directors of

ABC Communications (Holdings) Limited

Patricia Yeung Shuk Kwan

Managing Director

Hong Kong, 21st November 2000