09:17 VASO DIGITAL<08220> - Announcement 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 (proposed to be renamed as China Photar Electronics Group Limited) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8220) JOINT ANNOUNCEMENT Closing of the 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 by Modern China Holdings Limited and parties acting in concert with it) Financial adviser to Modern China Holdings Limited ALTUS CAPITAL LIMITED The Offer closed at 4:00 p.m. on 29th April 2005, being the latest time for acceptance of the Offer as set out in the Composite Document. The Offeror did not extend the period of the Offer. As at 4:00 p.m. on 29th April 2005, no valid acceptance has been received by the Offeror. Immediately before the commencement of the Offer, the Offeror and parties acting in concert with it were interested in an aggregate of 414,700,000 Shares, representing 79.75% of the then total issued share capital of the Company. Given that no valid acceptance has been received, the shareholding of the Offeror remained the same. As a result, the public is interested in 102,900,000 Shares, representing approximately 19.79% of the total issued share capital of the Company, and Ms. Wang Li Hua, a Director, is interested in 2,400,000 Shares, representing approximately 0.46% of the total issued share capital of the Company. It should be noted that as at the close of the Offer, there is insufficient public float for the Shares and therefore, at the request of the Company, trading in the Shares on the Stock Exchange will be suspended from 9:30 a.m. on Tuesday, 3rd May 2005 until such time a sufficient level of public float is restored. By order of the sole director of By order of the board of Modern China Holdings Limited Vaso Digital International Holdings Limited Chen Jijin Yasukawa Yoshihiro Chairman Hong Kong, 29th April 2005 The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirms, having made all reasonable enquiries, 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 announcement (other than that in relation to the Group) the omission of which would make any statement in this announcement misleading. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their 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 announcement (other than that in relation to the Offeror) the omission of which would make any statement in this announcement misleading. The above announcement is a summary only. For the full version of this announcement, please refer to the "Latest Company Announcements" page on the GEM website of www.hkgem.com.