09:21     VASO DIGITAL<08220> - Announcement & Resumption (1)                 

    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.                                                     
                                                                              
    MODERN CHINA HOLDINGS LIMITED                                             
    (Incorporated in the British Virgin Islands with                          
    limited liability)                                                        
                                                                              
    VASO DIGITAL INTERNATIONAL HOLDINGS LIMITED                               
    (Incorporated in the Cayman Islands with limited                          
    liability)                                                                
    (Stock Code: 8220)                                                        
                                                                              
    JOINT ANNOUNCEMENT                                                        
                                                                              
    Acquisition of shares in Vaso Digital International                       
    Holdings Limited                                                          
    by Modern China Holdings Limited                                          
                                                                              
    Possible mandatory unconditional cash offer by                            
    Altus Capital Limited                                                     
    on behalf of Modern China Holdings Limited                                
    for all the issued shares in Vaso Digital                                 
    International Holdings Limited                                            
    (other than those shares already owned or agreed to                       
    be acquired by                                                            
    Modern China Holdings Limited and parties acting in                       
    concert with it)                                                          
                                                                              
    Financial adviser to Modern China Holdings Limited                        
                                                                              
    ALTUS CAPITAL LIMITED                                                     
                                                                              
    On 23 February 2005, the Offeror entered into the S&P                     
    Agreement with, among others, the Vendors, pursuant                       
    to which, subject to the conditions referred to below,                    
    the Offeror agreed to purchase and the Vendors agreed                     
    to sell 414,700,000 Shares for an aggregate                               
    consideration of HK$7,975,000 (equivalent to                              
    approximately HK$0.01923 per Sale Share). The Sale                        
    Shares represented 79.75% of the entire issued share                      
    capital of the Company as at the date of this                             
    announcement.                                                             
                                                                              
    Completion will take place on the second Business Day                     
    after the fulfilment or waiver of the conditions                          
    referred to in the sub-paragraph headed "Conditions"                      
    under the paragraph headed "The S&P Agreement" below.                     
    Subject to and upon Completion, the Offeror will be                       
    required under Rule 26.1 of the Takeovers Code to make                    
    a mandatory unconditional cash offer for all the                          
    issued Shares not already owned or agreed to be                           
    acquired by it or parties acting in concert with it                       
    at HK$0.01923 per Share, representing a discount of                       
    approximately 82.5% to the closing price of HK$0.11                       
    per Share quoted on the Stock Exchange on 23 February                     
    2005, being the last day of trading in the Shares prior                   
    to the release of this announcement.                                      
                                                                              
    The principal terms of the Offer are set out in the                       
    section headed "Possible mandatory unconditional                          
    cash offer" below. Altus Capital is satisfied that                        
    there are sufficient financial resources available                        
    to the Offeror to satisfy full acceptance of the                          
    Offer.                                                                    
                                                                              
    The Offeror will despatch to the Shareholders, within                     
    21 days after the release of this announcement or such                    
    later date as the Executive may approve, the offer                        
    document containing the