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.

GOLDIN GLOBAL HOLDINGS LIMITED FORTUNA INTERNATIONAL HOLDINGS LIMITED 廣益國際集團有限公司* (Incorporated in the British Virgin Islands with limited liability) (Incorporated in Bermuda with limited liability) (Stock code: 530)

JOINT ANNOUNCEMENT

(1) SHARE SALE AGREEMENT IN RELATION TO THE SALE AND PURCHASE OF SHARES IN FORTUNA INTERNATIONAL HOLDINGS LIMITED; (2) MANDATORY UNCONDITIONAL CASH OFFER BY OPTIMA CAPITAL LIMITED ON BEHALF OF GOLDIN GLOBAL HOLDINGS LIMITED FOR ALL THE ISSUED SHARES IN FORTUNA INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY GOLDIN GLOBAL HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT); (3) POSSIBLE VERY SUBSTANTIAL ACQUISITION BY FORTUNA INTERNATIONAL HOLDINGS LIMITED IN RELATION TO THE PROPOSED PURCHASE OF A PIECE OF LAND IN GUANGZHOU CITY, THE PRC; AND (4) RESUMPTION OF TRADING IN THE SHARES

1 The Share Sale Agreement After the trading hours of the Stock Exchange on 7 November 2008, the Offeror and the Vendors entered into the Share Sale Agreement pursuant to which, the Vendors agreed to sell and the Offeror agreed to acquire 2,439,056,744 Shares in aggregate, representing approximately 66.41% of the entire issued share capital of the Company. The total consideration for the Sale Shares is HK$60,976,418.60 which was agreed between the Offeror and the Vendors after arm’s length negotiations and represents HK$0.025 per Share. The total consideration has been paid by the Purchaser in full in cash at completion of the Share Sale Agreement which took place on 7 November 2008 immediately after the signing of the Share Sale Agreement.

Mandatory unconditional cash offer Prior to the Share Sale Completion, neither the Offeror nor any of the parties acting in concert with it had any interests in the share capital or voting rights of the Company. As a result of the Share Sale Completion, the Offeror and parties acting in concert with it have become interested in a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

Optima Capital, the financial adviser to the Offeror, will make the Offer, which is unconditional in all respects, on behalf of the Offeror in compliance with the Takeovers Code on the terms as follows:

For every Offer Share ...... HK$0.025 in cash

Based on the issued share capital of the Company of 3,672,490,914 Shares as at the date hereof, there are 1,233,434,170 Shares subject to the Offer, representing approximately 33.59% of the existing issued share capital of the Company. Accordingly, the Offer is valued at approximately HK$30.84 million based on the Offer Price.

Proposed Acquisition by the Company The Company has also proposed to submit a bid to GZ Land Bureau for the proposed purchase of the land use rights of the Land. The Land is located at the northern part of Luogang Zhongxin District, Guangzhou City, Guangdong Province, the PRC, with a total site area of approximately 133,956 square meters. According to the Land Auction Notice, the minimum bidding price for the land use rights of the Land is RMB520 million (equivalent to approximately HK$590.9 million). Based on the minimum bidding price as stated in the Land Auction Notice, the Proposed Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules.

2 A circular containing, among other things, further details of the Proposed Acquisition, the valuation report on the Land and a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. As a result of the Share Sale Completion, the Offeror has become the controlling Shareholder holding a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. None of the Vendors, the Offeror and the Shareholders have a material interest in the Proposed Acquisition which is different from other Shareholders, therefore no Shareholders will be required to abstain from voting at the SGM. Following the Share Sale Completion, each of the Vendors has ceased to be a shareholder of the Company and was not interested in the issued share capital of the Company as at the date of this joint announcement.

As the Proposed Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules, the SGM will be convened by the Company to consider and, if thought fit, to approve the Proposed Acquisition. In this regard, the Offeror has given its written consent on the Proposed Acquisition and agreed to vote in favour of the relevant resolution in relation to the Proposed Acquisition at the SGM.

An application has been made by the Company to the Stock Exchange for a waiver from strict compliance with Rule 14.34 of the Listing Rules in connection with the Proposed Acquisition.

Resumption of trading At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 10 November 2008 pending the release of this joint announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 14 November 2008.

Warning: Shareholders and investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

3 THE SHARE SALE AGREEMENT Date : 7 November 2008

Parties

Vendors : Mega Earn and Byford

Purchaser : Goldin Global Holdings Limited, which is wholly and beneficially owned by Mr. Pan

Subject of the sale and purchase The Sale Shares, being 2,439,056,744 Shares in aggregate and representing approximately 66.41% of the existing issued share capital of the Company. Parties of the Share Sale Agreement are not obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares is completed simultaneously.

Consideration The total consideration for the Sale Shares is HK$60,976,418.60 (equivalent to HK$0.025 per Sale Share) which was agreed between the Vendors and the Purchaser after arm’s length negotiations and paid by the Purchaser in full in cash at the completion of the Share Sale Agreement which took place on 7 November 2008 immediately after the signing of the Share Sale Agreement.

The Sale Shares were sold free from all liens, charges, encumbrances, rights of pre- emption and any other third party rights of any nature together with all rights now and hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof at any time on or after the date of the Share Sale Agreement.

MANDATORY UNCONDITIONAL CASH OFFER Prior to the Sale Share Completion, neither the Offeror nor any of the parties acting in concert with it had any interests in the share capital or voting rights of the Company. As a result of the Share Sale Completion, the Offeror and parties acting in concert with it have become interested in a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

As at the date hereof, the Company has 3,672,490,914 Shares in issue and does not have any other outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares.

4 Principal terms of the Offer Optima Capital, the financial adviser to the Offeror, will make the Offer, which is unconditional in all respects, on behalf of the Offeror in compliance with the Takeovers Code on the terms as follows:

For every Offer Share ...... HK$0.025 in cash

The Offer Shares to be acquired under the Offer shall be fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the date of the Share Sale Agreement, including all dividends and distributions declared, made or paid on or after the date of the Share Sale Agreement.

Comparison of value The Offer Price of HK$0.025 equals to the price per Share paid by the Offeror under the Share Sale Agreement and represents:

(i) a discount of approximately 21.9% to the closing price of HK$0.032 per Share as quoted on the Stock Exchange on the Last Trading Day;

(ii) a discount of approximately 18.8% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 5 trading days up to and including the Last Trading Day of HK$0.0308 per Share;

(iii) a discount of approximately 0.4% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day of HK$0.0251 per Share; and

(iv) a discount of approximately 91.2% over the audited consolidated total equity attributable to Shareholders of approximately HK$0.285 per Share as at 31 December 2007.

Highest and lowest Share prices The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the six-month period preceding the Last Trading Day were HK$0.126 per Share on 6 May 2008 and HK$0.017 per Share on 20 October 2008 respectively.

Value of the Offer On the basis of the Offer Price of HK$0.025 per Offer Share, the entire existing issued Shares of the Company of 3,672,490,914 Shares are valued at approximately HK$91.81 million. There are 1,233,434,170 Shares subject to the Offer. Accordingly, the Offer is valued at approximately HK$30.84 million based on the Offer Price.

5 Financial resources available to the Offeror Optima Capital is satisfied that sufficient financial resources are available to the Offeror to meet acceptances in full of the Offer. The financial resources of the Offeror will be financed by personal resources of Mr. Pan.

Stamp duty Seller’s ad valorem stamp duty payable by the Independent Shareholders who accept the Offer and calculated at a rate of 0.1% of the market value of the Offer Shares or consideration payable by the Offeror in respect of the relevant acceptances of the Offer, whichever is higher, will be deducted from the amount payable by the Offeror to the relevant Independent Shareholder on acceptance of the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of the accepting Independent Shareholders and will pay the buyer’s ad valorem stamp duty in connection with the acceptance of the Offer and the transfer of the Offer Shares.

Payment Payment in cash in respect of acceptances of the Offer will be made as soon as practicable but in any event within 10 days of the date on which the relevant documents of title are received by the Offeror to render each such acceptance complete and valid.

Other arrangements Completion of the Share Sale Agreement has taken place immediately after signing thereof on 7 November 2008. As at the date hereof, there is no arrangement (whether by way of option, indemnity or otherwise) in relation to the shares of the Offeror or the Company and which might be material to the Offer. There is no agreement or arrangement to which the Offeror is a party which relates to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer.

As at the date of this joint announcement, none of the Offeror or parties acting in concert with it has received any irrevocable commitment to accept the Offer.

6 SHAREHOLDING STRUCTURE Set out below is a table showing the shareholding structure of the Company (i) immediately before the Share Sale Completion; and (ii) immediately after the Share Sale Completion and as at the date of this joint announcement:

Immediately after the Share Immediately before the Share Sale Completion and as at the Sale Completion date of this joint announcement Number of Shares % Number of Shares %

Mega Earn (Note) 2,401,154,594 65.38 – –

Byford (Note) 37,902,150 1.03 – –

The Offeror and parties acting concert with it – – 2,439,056,744 66.41

Public Shareholders 1,233,434,170 33.59 1,233,434,170 33.59

Total 3,672,490,914 100.00 3,672,490,914 100.00

Note: Mega Earn and Byford are both indirectly wholly owned by Mr. Wong Ching Ping, Alex, and therefore before the Share Sale Completion, Mr. Wong was deemed to be interested in the aggregate number of Shares held by Mega Earn and Byford. Ms. Gomes Maria Da Silva Rubi Angela is the spouse of Mr. Wong, and therefore she was also deemed to be interested in the above Shares held by Mega Earn and Byford.

INFORMATION ON THE OFFEROR The Offeror is an investment holding company and is wholly and beneficially owned by Mr. Pan. The principal activity of the Offeror is investment holding and the principal assets held by the Offeror after the Share Sale Completion is its equity interests in the Company. As at the date hereof, Mr. Pan is the sole director of the Offeror.

Mr. Pan, aged 45, is also the Chairman and Chief Executive Officer of Goldin Properties Holdings Limited (formerly known as Matsunichi Communication Holdings Limited) a company incorporated in Hong Kong with its shares listed on the Main Board of the Stock Exchange, and is responsible for its overall strategic planning. Mr. Pan has over 21 years of experience in trading and manufacturing of electronic products in the PRC, Hong Kong and the United States.

Save for the resulting shareholding interest in the Company upon the Share Sale Completion, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Offeror and its beneficial owner are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

7 The Offeror and parties acting in concert with it have not dealt in the Shares in the six- month period up to the date of this joint announcement. The Offeror and parties acting in concert with it have not entered into any contracts in relation to the outstanding derivatives in respect of securities in the Company nor borrowed or lent any relevant securities in the Company.

INFORMATION ON THE COMPANY The Company is an investment holding company with its subsidiaries principally engaged in property investments and Japanese restaurant operation.

The Group recorded an audited profit attributable to equity holders of the Company of approximately HK$73.4 million and an audited loss attributable to equity holders of the Company of approximately HK$35.5 million for the financial years ended 31 December 2006 and 2007 respectively. The audited consolidated total equity attributable to equity holders of the Company as at 31 December 2007 was approximately HK$174.5 million, representing approximately HK$0.285 per Share. The Group suffered an unaudited loss attributable to equity holders of the Company of approximately HK$86.1 million for the six months ended 30 June 2008.

OFFEROR’S INTENTION ON THE GROUP The Offeror is aware of the Proposed Acquisition as more particularly described in the section headed “Proposed Acquisition” below, which if materialized, will constitute a very substantial acquisition for the Company on the basis of the relevant terms as set out in the Land Auction Notice.

The Offeror has given its consent to the Company to proceed with the Proposed Acquisition. It is the intention of the Offeror that the Group will continue its existing principal activities. In the event that the Proposed Acquisition can be completed in due course, the Offeror intends that the Company shall hold the Land for development purpose. The Offeror will nominate new Directors to the Board with effect from the earliest time permitted under the Takeovers Code. In addition to the existing management and operating team of the Group and in view of the scale of the development of the Land, the Offeror intends to recruit appropriate personnel to carry out the project development for the Land. Save as disclosed herein, the Offeror does not intend to introduce any major changes to the existing operating and management structure of the Company, or to discontinue the employment of any employees of the Company, as a result of the Offer.

The Offeror will explore other business opportunities and consider whether any assets and/or business acquisitions by the Group will be appropriate in order to enhance its growth. In the event that any of such opportunities materialises, further announcements will be made as and when required by the Listing Rules. As at the date of this joint announcement, the Offeror has no intention or concrete plan for any acquisition of assets and/or business by the Group.

8 The Stock Exchange will closely monitor all future acquisitions or disposals of assets by the Group. The Stock Exchange also has the power to aggregate a series of transactions of the Company and any such transactions may result in the Company being treated as if it was a new listing applicant.

PROPOSED CHANGE OF BOARD COMPOSITION The Board is currently made up of five Directors, comprising two executive Directors and three independent non-executive Directors. Pursuant to the Share Sale Agreement, Mr. Wong Ching Ping, Alex and Mr. Wong Tak Chung, Andrew, being executive Directors, will resign with effect from the earliest time permitted under the Takeovers Code. As disclosed above, the Offeror intends to nominate new Directors to the Board with effect from the earliest time permitted under the Takeovers Code. Any changes to the Board will be made in compliance with the Takeovers Code and the Listing Rules and further announcement will be made accordingly.

Save as disclosed above, the Offeror does not intend that there would be any material changes to the existing management and employees of the Group following the closing of the Offer.

MAINTAINING THE LISTING STATUS OF THE COMPANY The Offeror intends to maintain the listing of the Shares on the Stock Exchange after the close of the Offer. The new Directors are to be nominated by the Offeror and the director of 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 sufficient public float exists for the Shares.

The Stock Exchange has stated that if, upon closing of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued 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, then it will consider exercising its discretion to suspend trading in the Shares.

PROPOSED ACQUISITION On 21 October 2008, GZ Land Bureau published a notice in respect of the public auction of the land use rights of the Land. The Company is interested in the Land and proposes to submit a bid in this regard. In the event that the bid to be submitted by the Company is successful, the Proposed Acquisition will constitute a very substantial acquisition for the Company. Based on the Land Auction Notice, the principal terms of the Proposed Acquisition are set out as follows:

9 The land auction Tenderer : GZ Land Bureau

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, GZ Land Bureau is a PRC government authority. It is independent of the Company and its connected persons as defined in the Listing Rules

Minimum bidding price : RMB520 million (equivalent to approximately HK$590.9 million)

Location : Land Parcel KXC-P6-2, northern part of Luogang Zhongxin District, Guangzhou City, Guangdong Province, the PRC

Area : Site area of approximately 133,956 square metres and developable gross floor area of a maximum of 340,000 square metres

Uses : Residential uses

Bidding closing date : 28 November 2008 (see below for further information)

The bidding closing date as set out in the Land Auction Notice falls on 28 November 2008 by which date the Company may not be able to convene the necessary SGM as required by the Listing Rules to obtain the approval from Shareholders on the Proposed Acquisition in time. However, the Company has requested GZ Land Bureau to extend the bidding process so that the Company is able to participate in the bid. The Company is reasonably optimistic that GZ Land Bureau will agree to extend the original bidding closing date. The Company will inform Shareholders and investing public once a revised Land Auction Notice is issued and posted.

Assets to be acquired If the bid to be submitted by the Company is successful, the Confirmation Agreement will be entered into between GZ Land Bureau and the Company on the closing bidding date. Following that, the acquisition of the land use rights of the Land is conditional upon the signing of the land grant contract for the Land.

The Land is located at the northern part of Luogang Zhongxin District, Guangzhou City, Guangdong Province, the PRC, the total site area of which is approximately 133,956 square metres. The designated land use of the Land is mainly for residential purpose and its maximum gross floor area is expected to be approximately 340,000 square metres.

10 Consideration According to Land Auction Notice, the minimum bidding price for the land use rights of the Land is RMB520 million (equivalent to approximately HK$590.9 million) and any bidder for the Land is required to register and deposit a refundable bidding deposit of RMB50 million (equivalent to approximately HK$56.8 million) to GZ Land Trading Centre on or before 10 November 2008. As at the date of this joint announcement, the Company has made the required registration and deposit (which was funded by the Group’s internal resources). The deposit will be refunded to the relevant bidders upon completion of the land auction process.

As the Land is subject to public auction, it is possible that the consideration for the Proposed Acquisition exceeds the minimum bidding price. In the event any bids tender by other bidders for the Land exceeds RMB520 million (equivalent to approximately HK$590.9 million), the Company may consider submitting a higher bid or to withdraw from bidding. The preliminary valuation of the Land as at 31 October 2008 as estimated by Greater China Appraisal Limited, an independent firm of professional valuer, is in the range of approximately RMB520 million (equivalent to approximately HK$590.9 million) to approximately RMB740 million (equivalent to approximately HK$840.9 million). Accordingly, the Board initially decides to set the ceiling for the bidding price (the “Ceiling Bidding Price”) of the Land at RMB570 million (equivalent to approximately HK$647.7 million). Further details of the Ceiling Bidding Price and the valuation report will be included in the circular of the Company to be despatched to Shareholders in due course. The Company will issue further announcement when the Ceiling Bidding Price is revised or finalised.

Pursuant to the Land Auction Notice, the successful bidding price shall be paid to GZ Land Bureau within 10 days after the signing of the land grant contract for the Land. It is the intention of the Group to finance the Proposed Acquisition by internal resources and/or borrowings from bank or other financiers, the proportion of which is yet to be determined by the Group. In view of the general tightened credit trend in the market, the Company is considering the possibility of raising capital by way of a rights issue to fund the consideration subject to the then prevailing capital market conditions. The Company is in the process of identifying underwriters for the proposed rights issue (the “Proposed Rights Issue”) and no terms have been finalized as at the date of this joint announcement. Further information on the funding arrangement will be included in the circular of the Company to be despatched to the Shareholders.

The Offeror is aware of the intention of the Company to explore the possibility of the Proposed Rights Issue and in principle agrees to support the Company’s proposal, subject to the release of the terms and conditions of the Proposed Rights Issue by the Company. Further announcement will be made by the Company to inform Shareholders and investing public of the Proposed Rights Issue as and when appropriate.

11 In order to ensure compliance with the relevant applicable rules and regulations, the Company will only proceed with the Proposed Acquisition by way of submitting a bid for the land use rights of the Land upon fulfillment of the following:

1. the Shareholders having approved the proposed acquisition of the land use rights of the Land at a price not higher than the Ceiling Bidding Price at the SGM;

2. if required, the approval by the Shareholders under the applicable rules of the Takeovers Code and the Listing Rules having been obtained;

3. the Group having secured the required financing for the payment of the consideration for the purchase of the land use rights of the Land;

4. the Group having received a PRC legal opinion in respect of the Land, which is satisfactory to the Company.

The above conditions shall be fulfilled on or before 31 January 2009, and the Board has no intention to waive any of the above conditions. For the avoidance of the doubt, in the event that the above conditions cannot be fulfilled before the final closing bidding date as contained in the Land Auction Notice (which may be revised or extended by GZ Land Bureau as mentioned above), the Company will not submit a bid for the Land and the Proposed Acquisition will not proceed accordingly.

Completion Completion will take place upon completion of all procedures for transfer of the land use rights of the Land.

REASONS FOR THE PROPOSED ACQUISITION The Company is an investment holding company with its subsidiaries principally engaged in property investments and Japanese restaurant operation. The Board has been seeking investment opportunities to broaden its income stream.

As at 30 June 2008, the Group has an unaudited consolidated cash balance of approximately HK$2.6 million. The cash position as a result of the Quick Treasure Disposal and the net proceeds of the Open Offer, the Group has been identifying suitable investment opportunities which can broaden the income stream and asset base of the Group and expand its business operations.

According to the National Bureau of Statistics of China, the PRC economy continues to be one of the fastest growing nations in the world, with a gross domestic product (“GDP”) of approximately RMB24,661 billion in 2007, up by approximately 11.4 % over the previous year. Guangzhou City, being the capital of Guangdong Province in the PRC, has been established as one of the leading business centres in the southern region of the PRC. Pursuant to the Statistics Bureau of Guangdong Province, the GDP

12 of Guangzhou City was approximately RMB 705 billion, representing a growth rate of approximately 14.5% of that of last year. The wealth of the residents in Guangzhou City has improved along with the economic growth of the city and the number of foreign funded enterprises in Guangzhou has been increasing. Moreover, with the accession of the PRC into the World Trade Organisation, the number foreign funded enterprises in Guangzhou City has been increasing and the Guangzhou Development District has been developed to become a strategic zone for their establishment in Guangzhou City. Riding on the strong economic growth in Guangzhou City, the property prices in Guangzhou City had been increasing for the past years. However, during 2008, the subprime mortgage crisis originating from the United States has spread to Asia causing a squeeze in liquidity in the banking system and financial markets and drop in stock markets. Such financial crisis has been intensifying over the last several months and even caused the collapse of certain major corporations causing turmoil in the financial markets worldwide. Under such circumstances, the property market in the PRC cannot keep herself away from this economic downturn and the property prices have been unavoidably adjusted downward.

As mentioned above, after completion of the Quick Treasure Disposal and the Open Offer, the financial position of the Group has been enhanced and the Group is therefore well positioned to acquire assets which are of considerable development potential at reasonable prices. The Group also considers that it is now an opportune moment for the Group to look for property investment opportunities in the PRC in view of the lowered property prices. To this end, the Group has positioned itself to diversify its property investment portfolio with principal focus on the premium grade property portfolio in the PRC. Given Guangzhou City has long been a historic business centre of the southern region in the PRC and the PRC economy is expected to continue to grow in the long run, the Directors consider the Land is a suitable acquisition target for the Group.

The Land is principally used for residential property development. Subject to the prevailing market conditions, the Group has the intention to develop the Land in accordance with their planned purposes mainly for residential uses. The Group will engage qualified and experienced personnel(s) to supervise the development of the Land and related investments. The Directors estimate that the property development on the Land will last for about three to five years upon which the property market in Guangzhou City is expected to be recovered and the Group could enjoy the benefits arising from the economic recovery.

Based on the aforesaid, the Directors consider the Proposed Acquisition is in the interest of the Company and the Shareholders as a whole and that the terms of the Proposed Acquisition (including the Ceiling Bidding Price) are fair and reasonable.

13 DEALING DISCLOSURE In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries 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 dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

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

REGULATORY REQUIREMENTS Takeovers Code An offer document containing details of, among other things, the full terms and conditions of the Offer, together with the relevant forms of acceptance, will be despatched to Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date(s) as agreed by the Executive.

An independent board committee of the Company comprising all independent non- executive Directors, namely Mr. Tso Hon Sai, Bosco, Mr. Tang Yiu Wing and Ms. Hui Wai Man, Shirley will be established to advise the Independent Shareholders in respect of the Offer. An independent financial adviser will also be appointed by the Company to advise the Independent Board Committee regarding the terms of the Offer. The appointment of such an independent financial adviser will be approved by the Independent Board Committee and further announcement will be made by the Company in this regard.

14 Listing Rules The Proposed Acquisition, having taken into account the Ceiling Bidding Price, constitutes a possible very substantial acquisition for the Company under Chapter 14 of the Listing Rules, which requires the approval of the Shareholders at the SGM. The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Proposed Acquisition and the transactions contemplated thereunder.

As a result of the Share Sale Completion, the Offeror has become the controlling Shareholder holding a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. None of the Vendors, the Offeror and the Shareholders have a material interest in the Proposed Acquisition which is different from other Shareholders, therefore no Shareholders will be required to abstain from voting at the SGM. Following the Share Sale Completion, each of the Vendors has ceased to be a shareholder of the Company and was not interested in the issued share capital of the Company as at the date of this joint announcement. The Offeror has also given its written consent on the Proposed Acquisition and agreed to vote in favour of the relevant resolutions relating to the Proposed Acquisition at the SGM.

A circular containing, among other things, further details of the Proposed Acquisition, the valuation report on the Land and a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

An application has been made by the Company to the Stock Exchange for a waiver from strict compliance with Rule 14.34 of the Listing Rules in connection with the Proposed Acquisition.

Warning Shareholders and investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 10 November 2008 pending the release of this joint announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 14 November 2008.

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

“acting in concert” has the meaning ascribed thereto in the Takeovers Code

“associates” has the meanings ascribed to it under the Listing Rules

“Board” the board of Directors

“Byford” Byford Group Limited, a company incorporated in British Virgin Islands with limited liability, which held 37,902,150 Shares (representing approximately 1.03% interest in the Company) immediately prior to the Share Sale Completion

“Company” Fortuna International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

“Confirmation Agreement” the confirmation agreement to be entered into between the successful bidder of the land use rights of the Land and the GZ Land Trading Centre

“Directors” directors of the Company

“Executive” the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any delegates of the Executive Director

“Group” the Company and its subsidiaries

“GZ Land Bureau” Guangzhou Development District Sub-bureau of Land Resources and Housing Management of Guangzhou Municipality（廣州市國土資源和房屋管理局廣州開 發區分局）

“GZ Land Trading Centre” Guangzhou Development Land Reserve Trading Centre （廣州開發區土地儲備交易中心）, being an agent of GZ Land Bureau

“Hong Kong” Hong Kong Special Administrative Region of the PRC

16 “Independent Board the independent committee of the Board comprising Committee” all the independent non-executive Directors formed to advise the Independent Shareholders on the terms of the Offer

“Independent Shareholders” Shareholders other than the Offeror and parties acting in concert with it

“Land” the parcel of land with Lot no. KXC-P6-2, located at the northern part of Luogang Zhongxin District, Guangzhou City, Guangdong Province, the PRC, with a total site area of approximately 133,956 square meters

“Land Auction Notice” the notice dated 21 October 2008 published by GZ Land Bureau in respect of the public auction of the land use rights of the Land

“Last Trading Day” 7 November 2008, being the last trading day of the Shares prior to their suspension in trading on the Stock Exchange on 10 November 2008

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Mega Earn” Mega Earn Management Limited, a company incorporated in British Virgin Islands with limited liability, which held 2,401,154,594 Shares (representing approximately 65.38% interest in the Company) immediately prior to the Share Sale Completion

“Mr. Pan” Mr. Pan Su Tong, the ultimate beneficial owner of the Offeror

“Offer” the mandatory unconditional cash offer to be made by Optima Capital on behalf of the Offeror for all the issued Shares other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it in accordance with the Takeovers Code

“Offer Price” the price at which the Offer will be made, i.e. at HK$0.025 per Offer Share

17 “Offeror” or “Purchaser” Goldin Global Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly and beneficially owned by Mr. Pan

“Offer Share(s)” issued Shares other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it

“Open Offer” the open offer by the Company in respect of 3,060,409,095 shares at a price of HK$0.02 per offer share on the basis of five offer shares for every share held, completion of which took place on 8 October 2008

“Optima Capital” Optima Capital Limited, a licensed corporation under the SFO permitted to engage in type 1 (dealings in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities, and the financial adviser to the Offeror

“Proposed Acquisition” the proposed acquisition of the land use rights of the Land by way of public auction

“PRC” The People’s Republic of China, which, for the purpose of this joint announcement, shall exclude Hong Kong, Macau and Taiwan

“Quick Treasure Disposal” the disposal of the entire interests in Quick Treasure Investments Limited by the Group, details of which were set out in the circular of the Company dated 4 August 2008

“Sale Shares” 2,439,056,744 Shares acquired by the Offeror from the Vendors pursuant to the terms and conditions of the Share Sale Agreement

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“SGM” the special general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, to approve the Proposed Acquisition and transactions contemplated thereunder

18 “Share(s)” ordinary share(s) of HK$0.02 each in the issued share capital of the Company

“Share Sale Agreement” the sale and purchase agreement dated 7 November 2008 entered into between the Purchaser and the Vendors in relation to the sale and purchase of the Sale Shares

“Share Sale Completion” completion of the Share Sale Agreement which took place on 7 November 2008

“Shareholders” holders of the Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission

“Vendors” Mega Earn and Byford, which together held 2,439,056,744 Shares (representing approximately 66.41% of the issued share capital of the Company) in aggregate prior to the Share Sale Completion

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“RMB” Renminbi yuan, the lawful currency f the PRC

“%” per cent.

By Order of the board By Order of the Board Goldin Global Holdings Limited Fortuna International Holdings Limited Pan Su Tong Wong Tak Chung Director Director

Hong Kong, 13 November 2008

As at the date of this joint announcement, Mr. Wong Ching Ping, Alex is the Chairman and executive director of the Company; Mr. Wong Tak Chung, Andrew is the executive director of the Company; Mr. Tso Hon Sai, Bosco, Mr. Tang Yiu Wing and Ms. Hui Wai Man, Shirley are the independent non-executive directors of the Company.

As at the date of this joint announcement, the sole director of the Offeror is Mr. Pan.

19 All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it and the Offeror’s future intention), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any such statement contained in this joint announcement misleading.

The information contained in this joint announcement relating to the Offeror and its future intention has been supplied by the the Offeror. The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendors and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this announcement misleading.

For the purpose of illustration only, amounts denominated in RMB herein have been translated into HK$ at the rate of RMB0.88 = HK$1. Such translation should not be construed as a representation that the amounts quoted could have been or could be or will be converted at the stated rate or at any other rates at all.

* for identification only

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