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Wednesday 23 August, 2000

enterpriseAsia

EGM Circular

enterpriseAsia.com PLC
23 August 2000


A Circular  to  Shareholders  of  enterpriseAsia.com  plc 
('EPA')is to be posted today.


Introduction

The Board of EPA has received a requisition  from Artisan  
(UK) plc  ('Artisan'),  a  company of which Stephen  Dean  
is chairman  and  a  shareholder  and  which is  a  21.8%
shareholder in EPA, requesting that  two  of the existing 
four  EPA  Directors  be  replaced by three nominees from 
Artisan.

The  effect of these resolutions, if passed, would be  to
give control of EPA  to a  minority shareholder, Artisan, 
which is not prepared to make any  offer for EPA shares.

The EPA  Board  is unambiguously  opposed  to   all   the
resolutions proposed by Artisan and urges all independent 
shareholders  of  EPA  to  vote  against.  It  is the EPA  
Board's    belief   that   Artisan's   approach   is   an 
opportunistic attempt to obtain EPA's cash assets without 
making  a  formal  offer  to  shareholders  and   without  
presenting  any   alternative strategy  for  EPA  and its 
shareholders to consider.


Background

The  following sets out, in chronological order,  details
of  the recent contact between the EPA Board, Mr Dean and 
the companies with which Mr Dean has a connection:

9 May 2000:       Phillip  Brown  of  EPA  met  Mr  Dean,
                  following Mr Dean's suggestion that EPA
                  and  VoyagerIT.com plc  (a  company  of
                  which  Mr Dean is also Chairman  and  a
                  shareholder) should consider a  merger.
                  It was the EPA Board's view that  EPA's
                  cash assets were sufficient to meet its
                  objectives    and   accordingly,    the
                  proposal was not supported  by  the EPA
                  Board. It was, however, suggested to Mr
                  Dean  that  any  joint  investments  he
                  proposed would be seriously considered.
                  No  such investment proposals have ever
                  been received.
                  
6 June 2000:      VoyagerIT sold its shareholding in  EPA
                  to Artisan, another company of which Mr
                  Dean is a director and shareholder.
                  
13 June 2000:     Artisan  wrote  to EPA requesting  that
                  EPA should consider the appointment  of
                  two  Artisan nominees to the EPA Board.
                  On   21   June  2000,  the  EPA   Board
                  requested  details from Mr Dean  as  to
                  his   proposals  for   EPA.   No   such
                  proposals have ever been received.
                  
30 June 2000:     Mr Dean made a telephone call to EPA in
                  which  he  requested a meeting with the 
                  EPA  Board  and  threatened  to  call a 
                  meeting of EPA shareholders.
                  
3 July 2000:      EPA  replied to Mr Dean, expressing the
                  Board's   willingness  to   meet   him,
                  provided that he outlined his proposals
                  for EPA in advance.  Mr Dean replied on
                  10  July 2000, stating that EPA  should
                  change strategy but did not indicate in
                  what way.
                  

20 July 2000:     In  an attempt to conclude this matter,
                  Benjamin  Ng, the CEO of EPA,  flew  to
                  London from Hong Kong, specifically  to
                  meet Mr Dean.  At that meeting, Mr Dean
                  said  that  he would submit alternative
                  proposals for EPA within two weeks  and
                  threatened  to  call a meeting  of  EPA
                  shareholders unless his proposals  were
                  accepted.   Other  than  the   abortive
                  takeover  proposal, referred to  below,
                  no   such  proposals  have  ever   been
                  received.
                  
3 August 2000:    The  Board  received an EGM requisition
                  from  Artisan, requesting that  two  of
                  the  existing  four  EPA  Directors  be
                  replaced   by   three   nominees   from
                  Artisan.

In  recognition of Artisan's interest in EPA and to avoid
further  costly  disruption, the  EPA  Board  has offered 
Artisan two seats on the Board.  A response is awaited.


Abortive Takeover Proposal

On  31  July 2000, EPA received a takeover approach  from
Weatherly  International plc ('Weatherly'),  yet  another
company  of  which Mr Dean is a director and shareholder.
The  letter setting out the takeover approach was  signed
by  both John Matthews, Chairman of Weatherly, and by  Mr
Dean.

Whilst,  in   the  EPA  Board's  opinion,  the  terms  of 
Weatherly's indicative share-for-share offer were clearly  
derisory (the  implied  valuation  being less than  EPA's  
market  capitalisation),  the   Board felt that it was in 
Shareholders' best  interests  to  explore whether a more 
realistic  offer might be forthcoming.  Accordingly,  the  
EPA Board proposed  a meeting with Weatherly.

However, on 9 August 2000, EPA received a letter from  Mr
Matthews, stating that Weatherly's approach had been made
'earlier than had been authorised by the Board and I have
now  been advised that there could be difficulties in our
making  any  offer on the terms outlined in our  letter'.
The  letter  stated  that  'the  Company  unconditionally
withdraws  its  approach' and Mr Matthews  expressed  his
'sincere  regret at the confusion and inconvenience  that
we may (have) caused'.

Since  February   2000, companies related to Mr Dean have  
been acquiring EPA shares, for cash, at prices up to  16p  
per share. Although Artisan is attempting to gain control 
of   EPA,  no   cash   offer  to   Shareholders  has  been 
forthcoming.


EPA's Record and Prospects

It  is  appropriate  now to comment  on  the  significant
progress EPA has  made and expects to make in the future.    
As  Shareholders are already aware, EPA has  already made  
four very promising investments since flotation:

.   P&S International Limited, which is developing and
    marketing semi-conductor chip products and solutions
    designed to monitor and control a wide range of
    household and business equipment via the internet.
    
.   iBASE  Holdings  Limited, which  provides  e-commerce
    solutions developed specially for companies operating
    in Greater China.
    
.   Winshare  Technology  Limited,  which  is  developing
    trading  systems  for Hong Kong  stock  brokers  that
    enable their customers to trade over the internet.
    
.   CFN  (UK)  Limited, which will be part  of  a  global
    financial  network offering UK financial institutions
    the  facility  to  trade in both local  and  overseas
    securities  and  the  opportunity  to  expand   their
    business to overseas investors.

These  investments  were made following  a  detailed  and
prudent  evaluation  process,  which EPA embarked on   in  
March  this  year.   

EPA  has  a  number of exciting projects in the pipeline,
three  of  which are at an advanced stage of  negotiation
and  are  expected to be announced  shortly.   The  Board
believes  that  taken together, the investments  made  so
far,  these projects and the numerous other opportunities
being  considered will enhance shareholder value  in  the
medium term.

Although  market  sentiment has  adversely  affected  the
value of many internet-related companies, EPA trades at a
premium  to  its issue price.  Moreover, the fundamentals
of  the business are very strong, particularly in view of
EPA's  exposure  to  the Asian technology  markets.   Who
doubts  that the internet is here to stay or  that  China
and  the  Far East will become an economic powerhouse  in
this new century?

The  Board  believes  that EPA  is  very  well positioned  
to take full advantage of  these  opportunities and  that  
EPA's prospects, in a market where valuations are  likely  
to  be  more attractive, are  very  exciting indeed.

At  the  present  time,  the  Board  of  EPA  is  closely 
following the strategy set  out in EPA's  prospectus when 
it was  floated on AIM on 22 February of this year.

Barely  four months after EPA's flotation, Artisan sought
to  gain  board  control  of EPA,  without  outlining  an
alternative strategy and without making an offer  to  EPA
shareholders.

Mr Dean's Record

Shareholders should note the following:

.   Stephen  Dean  was  a director of  a  public  company
    bearing his name, Dean & Bowes Group plc, which  went
    into  receivership  on 3 August 1992  (shortly  after
    changing its name to Chequers Group plc) resulting in
    the  total  loss  to  shareholders  of  their  entire
    investment.  
    
.   Stephen  Dean  was  a director of and  a  substantial
    shareholder in Dean Corporation plc, a company quoted
    on AIM, which was obliged in June 1997 to admit to  a
    number of breaches of the law.  These breaches  arose
    out  of  unauthorised  share issues  and  failure  to
    obtain  independent shareholders' consent to a series
    of  transactions directly involving  Mr  Dean,  other
    associated companies and his personal pension fund.
    
.   The  transfer  of  EPA shares between  VoyagerIT  and
    Artisan,  both  companies  of  which  Mr  Dean  is  a
    director  and  shareholder, does not appear  to  have
    been independently valued, as required by law for the
    protection of independent shareholders.  Furthermore,
    the   consent   of  Artisan's  shareholders  was  not 
    obtained.
    
.   Mr Dean's campaign  against  EPA  has so far involved
    three quoted companies with diverse interests ranging
    from  homebuilding  through to licensed share dealing
    in  the  USA.  

Does this track record suggest that Mr Dean is likely  to
have the  best  interests  of independent shareholders of 
EPA at heart?   


Reasons for Rejection

The  Board  of  EPA  firmly  believes  that  this  is  an 
aggressive   attempt   by   an   opportunistic   minority 
shareholder to seize control of EPA and its cash assets:

.   without making any offer to Shareholders
    
.   without proposing any alternative strategy
    
.   whilst EPA's strategy offers strong prospects for the
    future

TO  BRING TO AN END THIS COSTLY MATTER, BOTH IN TERMS  OF
THE EPA  BOARD'S TIME AND  THE  COMPANY'S MONEY,  THE EPA 
BOARD  URGES INDEPENDENT SHAREHOLDERS TO VOTE AGAINST THE 
RESOLUTIONS.


Action to be Taken

A  notice  convening an extraordinary general meeting  of
EPA Shareholders to be held at The Worshipful  Company of
Insurers, The Hall, 20 Aldermanbury, London EC2V  7HY  at
10  a.m.  on 20 September 2000 will be set out at the end  
of the Circular to Shareholders.  The resolutions set out 
in such  notice are those proposed by Artisan and opposed 
by the EPA Board.


Recommendation

The  directors of EPA recommend all shareholders to  vote
against  all  resolutions set out in the  notice  of  the
meeting  to be contained in the Circular to be despatched 
today.

The   directors   themselves  will   vote   against   the
resolutions in relation to their own beneficial  holdings
of 21,400,000 ordinary shares (representing approximately
8.9% per cent of EPA's issued share capital).



Enquiries :

enterpriseAsia.com plc

Benjamin Ng, Chief Executive Officer         01274 623478
Phillip Brown, Corporate Relations Director  01274 623478


Altium Capital Limited

Glenn Cooper, Director                      020 7484 4040


Biddick Associates Limited

Zoe Biddick                                 020 7464 4280
Shane Dolan                                 020 7464 4280





                                                                                
                                                                      

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