enterpriseAsia PLC 17 June 2004 Change of Investment Strategy and Re-admission of the Ordinary Shares to the Alternative Investment Market Introduction On 11 August 2003, the Board of enterpriseAsia plc ('the Company') wrote to Shareholders advising that the Company intended to discontinue its investment strategy of providing seed funding to a portfolio of start-up ventures in information technology, and, instead, change its investment policy by implementing a strategy focussed on investing in, or acquiring businesses in, the education and training sector. On 27 August 2003, Shareholders approved the Company's current strategy of investing in and/or acquiring businesses, companies or other organisations and entities in the education and training sectors. Further to the adoption of the business strategy mentioned above, the Company, through a wholly owned subsidiary, acquired Chinese Education Holding Co. Limited ('CE') and Hong Kong Institute of Vocational Learning Limited ('HKIVL'). CE is engaged in the provision of providing summer camps and overseas school placements and HKIVL operates a private tutorial and language school under the brand of Universal i Education. The Company remains committed to investment in education in Mainland China and it is the Board's belief that the Company's strengths continue to be its knowledge of, and connections in, the Greater China market. As a result of these connections, the Company has come across a number of projects outside the education sector (particularly in the energy and environmental services sectors) which seem worthy of further evaluation, since they may offer returns in a shorter timescale than that which the Board currently envisages for education projects. The Directors intend to look for possible investment opportunities in areas outside the education sector and thus broaden the Company's portfolio. The AIM Rules require that a change in the business strategy of an investment company quoted on AIM must first be approved by its shareholders. On the obtaining of such approval trading in the company's shares is cancelled. To have a company's shares re-admitted to AIM a company must publish a new admission document. A document is therefore being sent to the Shareholders and an EGM is being convened for the purposes of considering and, if appropriate, approving the broadening of the existing strategy of the Company of investing in and/or acquiring businesses, companies or other organisations and entities in the education and training sectors by permitting investing in and/or acquiring businesses, companies or other organisations and entities in other sectors. Business Strategy Notwithstanding its commitment to developing a portfolio of businesses that focus on providing education and training services in the Greater China market, the Directors are very conscious of the need to generate revenue in the short term and wish, therefore, to broaden the Company's strategy and investment policy to encompass business opportunities which have arisen in other sectors - in particular, energy and environmental services - in the Greater China region. The Directors believe that they are not currently maximising the benefit of their experience and knowledge of the Greater China market and that the Company's involvement in other specific sectors could improve short-term returns, facilitate greater financial stability and improve cash flow. The Company's current resources are limited; nevertheless, the Directors judge that there are niche opportunities to leverage the Company's understanding of Chinese business methods (rather than on any detailed sector expertise) and that this could facilitate the development of a sustainable portfolio. It may be that, to take up some investment opportunities, the Company would need to raise further equity funding. In conclusion, the Directors believe that it would be in the longer term interest of Shareholders for the Company to look beyond the education sector, and that the broadening by the Company of its investment policy into other sectors such as energy and environmental sectors would enhance shareholder value. The Energy and Environmental Sectors Energy China has experienced a shortage of electricity supply in recent years; driven by a booming domestic economy, the power consumption across the country increased by over 10% in 2003. In the first quarter of 2004, the country consumed a total of 480 billion kilowatt-hours of electricity, a year-on-year rise of 16%. In an attempt to tackle the forecast deficiency crisis, the country has invested over US$13 billion on developing power facilities since the beginning of 2004. Even so, the Chinese Government has forecast that electricity demand across the country will exceed supply capability by 30,000 megawatts during 2004. This gap between supply and demand is most marked in the major cities with their combination of large populations and major industrial centres. The Pearl River Delta and the Yangtze River Delta are amongst the worst affected regions. The provincial power grids (the state departments responsible for the distribution of electricity) have placed a ceiling on power use during the period of peak demand in the summer. This means that some areas may face mandatory restrictions on electricity consumption. Environmental The pace of China's recent economic expansion is well documented. Less well known, in the Directors' view, are the efforts of the Chinese government to implement a programme of environmental protection to try to keep pace with the rapid industrial expansion. In 2002, China implemented a national policy of environmental protection and, while the Directors believe that there is still much progress to be made in this respect, they do detect a shift in management ideas and practices which suggest new business opportunities in areas such as the management of waste disposal. Solid waste pollution is becoming a serious issue and has raised public concern within Mainland China. The annual generation of Municipal Solid Waste (MSW) in China has increased in the past 20 years from 31 million tonnes in 1980 to over 300 million tonnes in 2003. Nearly one-half of the waste generated is dumped in the suburbs untreated and the accumulated quantity has reached over 6 billion tonnes. The improper disposal of MSW has created environmental problems such as soil erosion and water contamination. At present, land-filling, composting and incineration are the most prevalent methods used in within Mainland China to treat MSW. In some cities where land resources are limited, local government favours incineration, not least because this requires less land than other treatment options. The potential for generation of electricity by the use of dual purpose power generation and waste incineration are attractive to operators, while modern incineration processes are seen to be more environmentally friendly than other options. Proposed Acquisition and Investment The Company has identified two projects which are currently being evaluated and which may be the first to be effected under the proposed new strategy. The first is a new venture in Guangdong Province in Southern China for the generation of electricity using small scale gas fired generators; the Company would have a consultative role in developing the project and, were the opportunity to become available and subject to further consideration, would invest in a small equity stake. This project is scheduled to be started by the end of 2004. The second project, also in Guangdong Province, is in solid waste management where a medium scale incineration plant will be developed by a local company to treat domestic and factory waste. Again, the Company is considering a combined advisory/ investment opportunity. Loss of Capital In the course of the audit of the Company's accounts for the financial year ended 31 December 2003, the Directors have become aware that the Company's net assets have fallen to less than half of the Company's called-up share capital. In such circumstances, Section 142 of the Companies Act 1985 obliges the Directors to convene an extraordinary general meeting of the Company to consider what specific steps, if any, should be taken to address the situation. The EGM is therefore also being convened for the purpose of giving consideration to the loss of capital issue referred to above as well as for the purpose of considering the proposed change to the Company's investment strategy. The Directors consider that, at present, no specific steps should be taken in respect of the loss of capital other than that the Directors should proceed by monitoring the value of the Company's net assets in the short term and allow the effects of the proposed change of investment strategy (if approved) to become apparent before deciding upon whether any further specific steps are required. Shareholders will have the opportunity to discuss the Company's loss of capital at the EGM. Extraordinary General Meeting A notice convening the EGM of the Company to be held at The Worshipful Company of Insurers, The Hall, 20 Aldermanbury, London EC2V 7HY at 11:30 a.m. on 25 August 2004 is set out in the circular being sent to shareholders. At the EGM, the Resolution will be proposed to authorise the change in investment strategy. Availability of Document Copies of the document will be available free of charge from Insinger de Beaufort, 44 Worship Street, London EC2A 2JT for a period of one month from the date of Admission and on the Company's website at www.enterpriseasia.com.hk. For further information: Ka Lai, Chief Executive Officer: + 852 2116 5900 Phill Brown, Corporate Relations Director: 01274 623478 Stephen Goschalk, Insinger de Beaufort: 020 7377 6161 This information is provided by RNS The company news service from the London Stock Exchange