FORMS RELATING TO LISTING. Form F. The Growth Enterprise Market (GEM) Company Information Sheet

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1 FORMS RELATING TO LISTING Form F The Growth Enterprise Market (GEM) Company Information Sheet Pursuant to Chapter 36 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited ( GEM Listing Rules ), the Securities and Futures Commission (the SFC ) regulates International Financial Network Holdings Ltd. in relation to the listing of its shares on The Stock Exchange of Hong Kong Limited (the Exchange ). The SFC takes no responsibility for the contents of this information sheet, 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 information sheet. Company name: International Financial Network Holdings Ltd. Stock code (ordinary shares): This information sheet contains certain particulars concerning the above company (the Company ) which is listed on the Growth Enterprise Market ( GEM ) of the Exchange. These particulars are provided for the purpose of giving information to the public with regard to the Company (and together with its subsidiaries, the Group ) in compliance with the GEM Listing Rules. They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities. The information in this sheet was updated as of 8 May A. General Place of incorporation : The Cayman Islands Date of initial listing on GEM : 11 January 2002 Names of directors : Executive Directors (please distinguish the status of Mr. Richard Yingneng Yin the directors Executive, Mr. Wang Wenming Non-Executive or Independent Mr. Non-Executive) Independent non-executive Directors Mr. Michael Wu Wai Chung Dr. Japhet Sebastian Law Dr. Tsang Hing Lun Non-executive Director Dr. Kennedy Wong Ying Ho Mr. Wong Chun Kong (being the alternate director to Dr. Kennedy Wong Ying Ho)

2 Name(s) of substantial Name Number of Approximate shareholder(s) (as such term is direct/indirect percentage of defined in rule 1.01 of the GEM holding of direct/indirect Listing Rules) and their shares holding of shares respective interests in the ordinary shares and other securities of the Company Asia Network 324,006, % Holdings Limited (note 1) First Vanguard 324,006, % Group Limited (note 1) YIN Richard 380,006, % Yingneng (note 1) WANG Wenming and 322,634, % CHEN Dongjin (note 2) Notes: 1. Asia Network Holdings Limited is owned as to 100% by First Vanguard Group Limited, which is wholly-owned by Mr. Richard Yingneng Yin. As Mr. Richard Yingneng Yin is entitled to exercise or control the exercise of all the voting rights of Asia Network Holdings Limited and First Vanguard Group Limited, he is deemed to be interested in the same 324,006,000 shares held directly by Asia Network Holdings Limited and indirectly by First Vanguard Group Limited. Asia Network Holdings Limited has entered into an option deed with Limin Corporation Limited whereby Limin Corporation Limited granted Asia Network Holdings Limited an option to purchase all or part of Limin Corporation Limited s 200,000,000 shares in the Company at such time and such price when Limin Corporation Limited intends to transfer or dispose of all or part of the shares to any person during the period commencing on 31 August 2005 till the date when Limin Corporation Limited ceases to be interested in the shares. 100,000,000 shares held by Limin Corporation Limited were sold by Limin Corporation Limited on 14 November 2007 to a third party upon Asia Network Holdings Limited not exercising its option to purchase such shares. Asia Network Holdings Limited has also entered into an option deed with Mr. ( Mr. Lee ) whereby Mr. Lee granted Asia Network Holdings Limited an option to purchase all or part of his 50,000,000 shares in the Company at such time and such price when Mr. Lee intends to transfer or dispose of all or part of the shares to any person during the period commencing on 31 August 2005 till the date when Mr. Lee ceases to be interested in the shares. 2

3 Name(s) of company(ies) listed on : N/A GEM or the Main Board of the Stock Exchange within the same group as the Company Financial year end date : 31 December 2. Mr. Wang Wenming and Ms. Chen Dongjin held 202,718,000 shares and 119,916,000 shares of the Company respectively. As Mr. Wang Wenming is the spouse of Ms. Chen Dongjin, they are deemed to be collectively interested in 322,634,000 shares of the Company. Registered address : Century Yard Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY Cayman Islands Head office and principal : 19th Floor place of business V-Heun Building 38 Queen s Road Central Hong Kong Web-site address (if applicable) : Share registrars : Butterfield Fund Services (Cayman) Limited P.O. Box 705 Butterfield House 68 Fort Street George Town Grand Cayman Cayman Islands British West Indies Hong Kong Registrars Limited 46th Floor, Hopewell Centre 83 Queen s Road East Wan Chai Hong Kong Auditors : HLB Hodgson Impey Cheng 31st Floor, Gloucester Tower The Landmark Pedder Street Central, Hong Kong 3

4 B. Business activities The Group is principally engaged in the provision of financial services including the provision of a trading platform, brokerage and securities margin financing, wealth management, infrastructure broking services comprising trading, clearing and settlement, corporate finance services, provision of stock information and research as well as trading and principal investment. C. Ordinary shares Number of ordinary shares in issue : 2,565,434,000 Par value of ordinary shares in issue : HK$0.01 Board lot size (in number of shares) : 6,000 Name of other stock exchange(s) on : N/A which ordinary shares are also listed D. Warrants Stock code : N/A Board lot size : N/A Expiry date : N/A Exercise price : N/A Conversion ratio : N/A (Not applicable if the warrant is denominated in dollar value of conversion right) No. of warrants outstanding : N/A No. of shares falling to be issued : N/A upon the exercise of outstanding warrants 4

5 E. Other securities Pursuant to a subscription agreement completed on 29 April 2005, the Company agreed, among others, to grant an aggregate of 350 million new share options to Asia Network Holdings Limited, Mr. Richard Yingneng Yin and Dr. Seah Chin Yew at HK$0.026 per share. The exercise period for the share options is from 29 April 2005 to 28 April As at the date hereof, 25 million of such share options remain outstanding. The Company operates a share option scheme under which persons working for the interest of the Group are entitled to an opportunity to obtain equity interest in the Company (the Share Option Scheme ). As at the date hereof, 12 million of the share options under the Share Option Scheme remain outstanding. Pursuant to the Agreement dated 11 July 2007 and the Supplemental Agreement dated 30 July 2007 relating to the acquisition of the entire shareholding of GoHi Holdings Limited (collectively the Agreements ), the Company granted to Mr. Wang Wenming an option to subscribe for 20 million shares of the Company at an exercise price of HK$0.15 per share in each of the 12-month period ending 30 June 2008, 2009 and 2010 respectively (i.e. a maximum of 60 million shares) subject to the fulfillment of certain conditions as stipulated in the Agreements. At as the date hereof, Options to subscribe for 60 million shares of the Company under the Agreements remain outstanding. Responsibility statement The directors of the Company (the Directors ) as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet (the Information ) and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make any Information inaccurate or misleading. The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate. The Directors acknowledge that the SFC has no responsibility whatsoever with regard to the Information and undertake to indemnify the SFC against all liability incurred and all losses suffered by the SFC in connection with or relating to the Information. 5

6 Signed: Richard Yingneng Yin Executive Director Wang Wenming Executive Director Executive Director Michael Wu Wai Chung Independent Non-executive Director Japhet Sebastian Law Independent Non-executive Director Tsang Hing Lun Independent Non-executive Director Kennedy Wong Ying Ho Non-executive Director 6