Aspocomp Group - Company Announcement

THE ANNOUNCEMENT OF MEADVILLE HOLDINGS LIMITED REGARDING THE PARTNESHIP AGREEMENT BETWEEN ASPOCOMP AND MEADVILLE

Aspocomp Group Oyj   Company Announcement  November 16, 2007 at 5:55
pm

On November 15, 2007, Aspocomp Group Oyj announced that Meadville
Holdings Limited will in the near future issue a stock exchange
release pursuant to the rules of the Stock Exchange of Hong Kong
Limited as regards the transactions agreed on between Aspocomp Group
Oyj and Meadville Holdings Limited.

Meadville Holdings Limited has today issued the referred stock
exchange release, which is attached to this announcement.

For further information, please contact:
Maire Laitinen, General Counsel, tel. +358 9 7597 0723, or
Isto Hantila, CEO, tel. +358 9 7597 0711


ASPOCOMP GROUP OYJ



Isto Hantila
President and CEO

Distribution:
The Nordic Exchange
Major media
www.aspocomp.com



THE STOCK ECHANGE RELEASE OF MEADVILLE HOLDINGS LIMITED

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.

MEADVILLE HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock  Code : 3313)

MAJOR TRANSACTION

ACQUISITIONS AND RESUMPTION OF TRADING

On 8 November 2007, the Company and its subsidiaries entered into the
following contracts :

(1) HoldCo Acquisition Agreement between the Company and Aspocomp, an
independent third party, pursuant to which the Company has
conditionally agreed to procure SPV to purchase from Aspocomp the
Sale Shares (representing 80% of the issued share capital of HoldCo
as at the HoldCo Acquisition Closing) for a consideration of
approximately EUR61.53 million (equivalent to approximately HK$702
million) with adjustment as disclosed in the paragraph headed "HoldCo
Acquisition - Consideration" of this announcement below;

(2) Oulu Acquisition Agreement between the Company and Aspocomp Oy,
pursuant to which the Company has conditionally agreed to procure SPV
to purchase from Aspocomp Oy a 10% equity interest in Aspocomp Oulu
for a consideration of approximately EUR1.83 million (equivalent to
approximately HK$21 million); and

(3) Equipment Acquisition Agreement between Meadville Enterprises, a
wholly-owned subsidiary of the Company, and Aspocomp Oy, pursuant to
which Meadville Enterprises has conditionally agreed to purchase
certain production equipment for a consideration of approximately
EUR1.61 million (equivalent to approximately HK$18 million).

By way of the Acquisitions, the Company expects to further enhance
the high-end HDI-PCB technology, expand further the top-tier customer
base, globalize the manufacturing base, and with the strategic
alliance with Aspocomp Group, gain immediate access to the sales
network in Northern Europe.  Nevertheless, completion of each of the
above Acquisitions depends on satisfaction of the conditions
precedents disclosed in this announcement below.  The Acquisitions,
together with (i) the put option to be granted by SPV to Aspocomp and
the call option to be granted by Aspocomp to SPV at the HoldCo
Acquisition Closing and (ii) the transfer of the IP Rights from the
Aspocomp Group to the Group under the IP Rights Transfer Agreement at
the HoldCo Acquisition Closing, constitute a major transaction for
the Company under Chapter 14 of the Listing Rules and is subject to
the approval of the shareholders of the Company.

Since no shareholders of the Company is interested in the
Acquisitions, none of them is required to abstain from voting if a
general meeting of the Company is convened to approve the
Acquisitions. According to Rule 14.44 of the Listing Rules and
assuming that the accountants' report on HoldCo and its subsidiaries
to be included in the Circular contains no qualified opinion, a
written approval from the Company's majority shareholder(s) is
accepted in lieu of a majority vote at a general meeting of the
Company to approve the Acquisitions. Accordingly, the Company has
obtained from Su Sih (BVI) Limited, which holds, directly and
indirectly, approximately 56.78% of the issued share capital of the
Company, a written approval of the Acquisitions and other related
transactions contemplated by the relevant transaction documents.
Although it is currently not anticipated that qualified opinion will
be included in the accountants' report on HoldCo and its subsidiaries
which is in preparation, the Company will include in the Circular a
notice of convening a general meeting to approve the Acquisitions
should the accountants' report contain qualified opinion.

The Circular, which will contain, among other things, further details
of the Acquisitions and other related transactions, will be
dispatched to the shareholders of the Company as soon as practicable.

Trading in the shares of the Company has been suspended at the
request of the Company commencing at 9:30 a.m. on 9 November 2007
pending the issue of this announcement.  Application has been made by
the Company to the Stock Exchange for the resumption of trading in
the shares of the Company with effect from 9:30 a.m. on 19 November
2007.


HOLDCO ACQUISITION

Contract: the HoldCo Acquisition Agreement
Date: 8 November 2007
Parties:
1. the Company (as purchaser through SPV) ; and
2. Aspocomp (as seller)

To the best of the Company's knowledge, information and belief and
having made all reasonable enquiries, Aspocomp and its controlling
shareholder are independent third parties not connected with the
directors, chief executive or substantial shareholders of the Company
or any of its subsidiaries or any of their respective associates.

Assets to be acquired:

The Sale Shares, representing 80% of the issued share capital of
HoldCo as at the HoldCo Acquisition Closing.

Particulars of HoldCo is set out in the paragraph headed "Information
on the Assets to be Acquired under the Acquisitions" below.

Consideration:

The consideration for the sale and purchase of the Sale Shares shall
be EUR61.53 million (equivalent to approximately HK$702 million) with
adjustment by adding the aggregate cash balance but minus the
aggregate net indebtedness (excluding any shareholders loan) of ACPE
(a subsidiary of HoldCo after Restructuring) as extracted from the
audited or unaudited balance sheet of ACPE as at 16 November 2007
available on the HoldCo Acquisition Closing.

According to the HoldCo Acquisition Agreement, whether an audited or
unaudited balance sheet will be adopted for closing purposes depends
on whichever shall have been become available by that time. Due to
the time constraint for closing, the parties believe that unaudited
balance sheet will be the first one becoming available for closing
purposes.  As at the date of this announcement, the Company does not
expect that there is material difference between the audited and
unaudited balance sheet in relation to the aforesaid adjustment.  The
Company will re-comply with the relevant requirements of the Listing
Rules should the adjustment due to cash and indebtedness balances
lead to higher clarification of transaction.

The consideration was arrived at after arm's length negotiations
between the Company and Aspocomp and having regard to the value of
each of the following assets to be owned 100% by HoldCo on the HoldCo
Acquisition Closing :-

(i) the enterprise value of ACPE, being approximately EUR57.66
million (equivalent to approximately HK$658 million), which is
calculated based on an enterprise value multiplier 5.65 times of the
average of the earnings before interest, taxation, depreciation and
amortization ("EBITDA") for the financial year ended 31 December 2006
as per ACPE's unaudited management accounts and the annualized EBITDA
for the financial year ending 31 December 2007 as per ACPE's
unaudited management accounts for the eight months ended 31 August
2007 and subject to the netting off of net cash and/or any
indebtedness as mentioned in the above paragraph setting out the
consideration;

The above enterprise value multiplier (i.e. 5.65 times) was
determined after arm's length negotiations between the Company and
Aspocomp with reference to the Group's enterprise value multiplier of
approximately 5.6 times based on the interim results for 2007 of the
Group.  The Directors consider that enterprise value multiplier
pricing model (with zero cash and indebtedness amounts) is an
appropriate valuation basis (rather than other financial ratios, such
as net asset value, price-to-book ratio and price-earning ratio) for
the following reasons : (i) there is no close correlation between
asset value and profit generating capability of PCB manufacturing
operation; (ii) there is a wide range of profit margin in PCB
manufacturing operations based on different technology such that
price-to-book ratio is not applicable to PCB industry; and (iii) the
calculation formula based on the enterprise value multiplier does not
take into account of cash and indebtedness amounts, which amounts are
frustrating in nature and difficult to predict.  The Group's
enterprise value multiplier based on the 2007 results was made as a
reference because it was difficult for the parties to agree on the
market comparables due to the wide range of the enterprise value
multipliers of different PCB-manufacturing businesses based on
different technology and operated in different places in the world.
The Directors consider that the basis of determination of the
enterprise value multiplier is fair and reasonable.

(ii) the actual expenditure of approximately EUR4.8 million
(equivalent to approximately HK$55 million) spent on ACI since its
incorporation in 2006; and

(iii) valuation of the equipment to be transferred by Aspocomp Oy to
HoldCo pursuant to the Salo Equipment Agreement, where such equipment
is valued at the net book value of EUR14.46 million (equivalent to
approximately HK$165 million) as at 31 October 2007.

The Directors consider that the basis of determination of the
consideration for the HoldCo Acquisition is fair and reasonable.

The consideration for the HoldCo Acquisition, together with the
consideration for the Oulu Acquisition and the consideration for the
Equipment Acquisition disclosed below, will be financed by internal
resources of the Group and external bank financing.

Conditions precedent:

The HoldCo Acquisition Closing is conditional upon the satisfaction
(or waiver by the Company as the case may be) of the following
conditions:

(1) completion of the Restructuring, to the Company's satisfaction,
immediately on the HoldCo Acquisition Closing;

(2) the passing at the extraordinary general meeting of Aspocomp of a
resolution to approve the transactions contemplated by the HoldCo
Acquisition Agreement;

(3) Aspocomp and HoldCo having delivered to the Company all necessary
consents, waivers and approvals of any governmental or regulatory
bodies; and any banks, creditors (other than SCB) from which Aspocomp
and/or its subsidiaries are obliged to seek consents, waivers and
approvals, to consummate the transactions contemplated by the
relevant transaction documents;

(4) the issue of a letter, to the reasonable satisfaction of the
Company, by SCB (and/or its affiliate(s)) (i) giving consent to the
Restructuring and the other transactions contemplated by the HoldCo
Acquisition Agreement; and (ii) undertaking that it will release the
SCB Securities and the ACPE Working Capital Facilities Security upon
receipt of repayment of the SCB Loan Facility Amount and the SCB
Working Capital Repayment Amount;

(5) the receipt by the Company to its reasonable satisfaction of a
legal opinion letter confirming that (i) the relevant transaction
documents entered or to be entered into by Aspocomp and its
subsidiaries are legally binding and enforceable against them; (ii)
the Restructuring has been duly completed; and (iii) no approvals,
consents and requirements other than the consents, waivers and
approvals referred to in condition (3) above are required for the
transactions contemplated by the relevant transaction documents;

(6) the representations and warranties of Aspocomp under the HoldCo
Acquisition Agreement remaining true and not misleading in any
material respect at the HoldCo Acquisition Closing;

(7) that since the date of the HoldCo Acquisition Agreement, there
shall have been no event (which has not been waived or cured) giving
rise to action and/or enforcement of security by any commercial
lender or creditor of Aspocomp and/or any member of the HoldCo Group
and there shall not have occurred any events which materially and
adversely affect, the business, prospects, operations or position,
financial or otherwise, of the HoldCo Group; and

(8) the approval by the Company's shareholders of the transactions
contemplated by the relevant transaction documents as and if required
by the Listing Rules.

If any of the above conditions are not fulfilled or waived by 28
November 2007 or immediately before the HoldCo Acquisition Closing to
the extent that any of the above conditions is required to be, or can
only be, satisfied immediately before the HoldCo Acquisition Closing
(or such other date as the parties may agree in writing), the HoldCo
Acquisition Agreement shall lapse automatically.

Restructuring undertaken by Aspocomp:

Aspocomp will undertake the Restructuring so that the HK Company, the
BVI Company, ACPE and ACI will become subsidiaries of HoldCo before
or immediately before the HoldCo Acquisition Closing. The corporate
structure of HoldCo immediately after the Restructuring is as follows
(Appendix I):

Aspocomp (Finland) owns 100% of HoldCo (BVI)
HoldCo (BVI) owns 100% of 1) BVI Company (BVI) and 2) 100% of HK
Company (HK)
1) BVI Company (BVI) owns 100% of ACI (India)
2) HK Company (HK) owns 100% of ACPH (BVI); and ACPH (BVI) owns 100%
of ACPE (PRC)


In addition, Aspocomp will procure that the title to certain second
hand industrial equipment, as particularized in the Salo Equipment
Agreement, shall be transferred from Aspocomp Oy to HoldCo
immediately before the HoldCo Acquisition Closing.  The equipment is
for production of HDI-PCB by HoldCo Group after the HoldCo
Acquisition Closing.

HoldCo Acquisition Closing:

The HoldCo Acquisition Closing will take place on the 2nd business
day after the above conditions precedent having been satisfied or
waived (or such other date as the parties may agree in writing), or
to the extent that any of the above conditions precedent is required
to be, or can only be, satisfied immediately before the HoldCo
Acquisition Closing, then the HoldCo Acquisition Closing shall follow
immediately thereafter.

Upon the HoldCo Acquisition Closing, SPV and Aspocomp (or one of its
wholly-owned subsidiary incorporated in Singapore) will hold 80% and
20% of the issued share capital of HoldCo respectively. The corporate
structure of HoldCo immediately following the HoldCo Acquisition
Closing is as follows (Appendix II):

- Aspocomp (Finland)(or its wholly-owned subsidiary incorporated in
Singapore) owns 20% of HoldCo (BVI)
- The Company owns 100% of SPV (BVI); SPV (BVI) owns 80% of HoldCo
(BVI)
- HoldCo (BVI) owns 1) 100% of BVI Company (BVI) and 2) 100% of HK
Company (HK)
1) BVI Company (BVI) owns 100% of ACI (India)
2) HK Company (HK) owns 100% of ACPH (BVI); and ACPH (BVI) owns 100%
of ACPE (PRC)


Consequential transaction documents

Immediately before the HoldCo Acquisition Closing, the Salo Equipment
Agreement will be entered into between Aspocomp Oy as seller and
HoldCo as purchaser for the sale and purchase of certain second hand
industrial equipment in relation to production of PCB for a total
consideration of approximately EUR14.46 million (equivalent to
approximately HK$165 million) which will be satisfied by HoldCo by
way of issue of its own shares to Aspocomp.  The completion of the
Salo Equipment Agreement will take place immediately before the
HoldCo Acquisition Closing.


Upon the HoldCo Acquisition Closing, the following transaction
documents, as part and parcel of the HoldCo Acquisition, will be
entered into by the parties mentioned below:

(1) The HoldCo Shareholders Agreement between Aspocomp, SPV and
HoldCo, the principal term of which are to be as follows:

(a) The principal business of the HoldCo Group shall be the design
and manufacture of HDI-PCB as well as services that support
customers' product design and production start-up, and such other
business as the shareholders may agree from time to time.

(b) The board of directors of HoldCo shall comprise 6 directors, of
whom 4 directors shall be appointed by SPV and 2 directors shall be
appointed by Aspocomp (or one of its wholly-owned subsidiary
incorporated in Singapore). The board of directors of HoldCo shall be
responsible for the overall direction and the management of the
HoldCo Group.

(c) The shareholders of HoldCo intend that the HoldCo Group should be
self-financing and should obtain additional funds from banks or other
financial institutions. The shareholders are not obliged to
contribute further funds for the HoldCo Group's benefit unless they
agree on the amount and method of providing the finance. Should the
shareholders agree to contribute further financing to or participate
in any guarantee or similar undertaking for HoldCo, they shall make
it in accordance with their respective equity proportions.

(d) Save for intra-group transfers, any transfer of shares in HoldCo
by either shareholder shall be subject to the first right of refusal
to purchase on the same terms by the other.

(e) If SPV proposes to sell its shareholding in HoldCo to a third
party, it shall ensure that such third party offers to buy Aspocomp's
shareholding in HoldCo on the same terms. If SPV transfers its
shareholding in HoldCo to a third party, it may require Aspocomp to
transfer to that third party the  shareholding in HoldCo held by
Aspocomp on the same terms as the sale by SPV.

(2) The Option Deed between Aspocomp (or one of its wholly-owned
subsidiary incorporated in Singapore, and for the purpose of this
paragraph (2) only, the term "Aspocomp" may refer to either Aspocomp
or one of its wholly-owned subsidiary incorporated in Singapore), SPV
and the Company, pursuant to which SPV will grant to Aspocomp a put
option, and Aspocomp will grant to SPV a call option, on the
following major terms:

(a) By virtue of the put option, Aspocomp will be entitled to require
SPV to purchase its shareholding in HoldCo in the period from 2013 to
2023 at the price determined by the following formula.  The put
option may be exercised by Aspocomp at any time during the 30-day
period following the day when HoldCo delivers to Aspocomp and SPV the
audited accounts of each member of the HoldCo Group for the preceding
financial year.

The price shall be equal to the greater of the following :

(i) 0.20 x {(EVM x EBITDA) + C - D}; and
(ii) 0.20 x NAV

provided that the price shall not be less than the minimum price of
approximately EUR15.38 million (equivalent to approximately HK$175
million) plus interest which will accrue at the rate of 2.5% per
annum during the period commencing on the date of the Option Deed and
ending on the exercise date, compounded annually;

where EVM means the enterprise value multiplier of 5.5 times (which
was determined after arm's length negotiations between the Company
and Aspocomp with reference to the Group's enterprise value
multiplier. The Directors consider that the basis of determination of
the EVM is fair and reasonable);

 EBITDA means the earnings before interest, tax, depreciation and
amortisation of HoldCo as extracted from its audited consolidated
profit and loss account for the financial year ending immediately
prior to the exercise date;

C means the amount of the aggregate cash of the HoldCo Group as
extracted from either the audited consolidated balance sheet or the
unaudited consolidated balance sheet of the HoldCo Group as at the
close of the financial year immediately prior to the exercise date,
whichever shall have most recently been delivered to Aspocomp as at
the exercise date;

D means the amount of the aggregate net indebtedness of the HoldCo
Group (excluding the amount of any shareholders loans) as extracted
from either the audited consolidated balance sheet or the unaudited
consolidated balance sheet of the HoldCo Group, whichever shall have
most recently been delivered to Aspocomp as at the exercise date; and

NAV means the consolidated fixed assets and current assets of the
HoldCo Group (including cash and investments in and loans to
associated companies) less consolidated total liabilities of the
HoldCo Group (including, for the avoidance of doubt, both current and
deferred tax liabilities) as extracted from the audited balance sheet
of the HoldCo Group as at the close of the financial year immediately
prior to the exercise date.

(b) By virtue of the call option, SPV will be entitled to require
Aspocomp to sell Aspocomp's shareholding in HoldCo to SPV in the
period from 2013 to 2023 at the option price determined by the
formula in 2(a) above.  The call option may be exercised by SPV at
any time during the 30-day period following the day when HoldCo
delivers to Aspocomp and SPV the audited accounts of each member of
the HoldCo Group for the preceding financial year.

According to Rule 14.74 (1) of the Listing Rules, the put option will
be treated as if it is exercised on the date of grant of the put
option (i.e. on the date of the HoldCo Acquisition Closing).
Pursuant to the above formula for determining the price, the highest
possible value attributed to the assets under the put option as
exercised, which alone will not constitute a major transaction for
the Company, has been aggregated with the consideration for the
Acquisitions for determining that the Acquisitions (including the put
and call options) altogether will constitute a major transaction for
the Company.

(3) The IP Rights Transfer Agreement among Aspocomp, Aspocomp Oy and
Meadville Enterprises for the transfer by the former two parties to
the latter party of certain patent rights, unregistered technologies
and trade marks for a nominal consideration of EUR1 to Aspocomp and
Aspocomp Oy respectively.

(4) The IP Rights Licence Agreement between Meadville Enterprises and
HoldCo whereby  Meadville Enterprises will grant to HoldCo a licence
free of charge to use the patent rights and unregistered technologies
obtained under IP Rights Transfer Agreement for a period commencing
on the date of this agreement until termination by two days' written
notice by either party as a result of (i) Aspocomp (or one of its
wholly-owned subsidiary incorporated in Singapore) ceases to hold at
least 10% of the issued share capital of HoldCo, or (ii) Meadville
Enterprises ceases to hold at least 50% of the issued share capital
of HoldCo.  Meadville Enterprises may also terminate the licence if
the licensee is in breach of any terms of the IP Rights Licence
Agreement.

(5) The Sales Commission Agreement among Aspocomp, OPC and HoldCo,
the principal terms of which are:

 (a) At any time during the period of 14 months after the date of the
Sales Commission Agreement (the "Initial Period"), if any sales
representatives employed by Aspocomp but seconded to the customer
relation units of any member of the HoldCo Group refers to any member
of the Group a purchase order received by a member of the HoldCo
Group from a customer thereof, which HoldCo Group member has
insufficient capacity to fulfil that purchase order, OPC shall pay to
HoldCo a commission equal to 5% of the actual proceeds of sale
received by any member of the Group with respect to that purchase
order.

(b) At any time after the Initial Period up to a period of 22 months
commencing from the end of the Initial Period, any member of the
HoldCo Group refers to any member of the Group a purchase order
received by a member of the HoldCo Group from a customer thereof,
which HoldCo Group member has insufficient capacity to fulfil that
purchase order, OPC shall pay to HoldCo a commission equal to 10% of
the actual proceeds of sale received by any member of the Group with
respect to that purchase order.

(c) At any time during the 3 years' period commencing from the date
of the Sale Commission Agreement, any member of the HoldCo Group
refers to any member of the Aspocomp Group a purchase order received
by a member of the HoldCo Group from a customer thereof, which HoldCo
Group member has insufficient capacity to fulfil that purchase order,
Aspocomp shall pay to HoldCo a commission equals to 10% of the actual
proceeds of sale received by any member of the Aspocomp Group with
respect to that purchase order.

(d) At any time during the Initial Period, if any sales
representatives employed by Aspocomp but seconded to the customer
relation units of any member of the HoldCo Group refers to any member
of the Group a purchase order for the supply of HDI-PCB in
circumstances where that member of the HoldCo Group has insufficient
capacity to fulfil that purchase order, OPC shall pay to Aspocomp a
commission equal to 5% of the actual proceeds of sale received by any
member of the Group with respect to that purchase order.

(e) At any time during the 3 years' period commencing from the date
of the Sale Commission Agreement, any member of the Aspocomp Group
refers to any member of the Group a purchase order received by a
member of the Aspocomp Group from a customer thereof for the supply
of HDI-PCB, OPC shall pay to Aspocomp a commission equal to 10% of
the actual proceeds of sale received by any member of the Group with
respect to that purchase order.

(f) At any time during the 3 years' period commencing from the date
of the Sale Commission Agreement, any member of the Aspocomp Group
refers to any member of the HoldCo Group a purchase order received by
a member of the Aspocomp Group from a customer thereof for the supply
of HDI-PCB (but not limited to HDI-PCB), HoldCo shall pay to Aspocomp
a commission equal to 10% of the actual proceeds of sale received by
any member of the HoldCo Group with respect to that purchase order.

(g) At any time after the date of the Sale Commission Agreement, any
member of the Group refers to any member of the HoldCo Group a
purchase order received by a member of the Group from a customer
thereof for the supply of HDI-PCB, HoldCo shall pay to OPC a
commission equal to 10% of the actual proceeds of sale received by
any member of the HoldCo Group with respect to that purchase order.

(h) At any time during the 3 years' period commencing from the date
of the Sale Commission Agreement, any member of the Group refers to
any member of the Aspocomp Group a purchase order received by a
member of the Group from a customer thereof for the supply of
HDI-PCB, Aspocomp shall pay to OPC a commission equal to 10% of the
actual proceeds of sale received by any member of the Aspocomp Group
with respect to that purchase order.

The commission payable to each other between the Aspocomp Group and
the Group (including the HoldCo Group) may constitute continuing
connected transactions for the Company after the HoldCo Acquisition
Closing.  Nevertheless, the Sales Commission Agreement is part and
parcel of the HoldCo Acquisition and has been approved in writing by
Su Sih (BVI) Limited, which holds, directly and indirectly,
approximately 56.78% of the issued share capital of the Company.  In
addition, the annual caps for the commission payable to each other
between the Aspocomp Group and the Group (including the HoldCo Group)
as set out below is less than HK$10 million for each the 3 years'
period commencing from the date of the Sale Commission Agreement and
each of the applicable ratios is less than 2.5%.  Accordingly, the
continuing connected transactions as contemplated by the Sales
Commission Agreement is only subject to the reporting and
announcement requirements and is exempt the independent shareholders
requirement. Accordingly, the Company will ensure that the
particulars of the payment of commission between the Aspocomp Group
and the Group (including the HoldCo Group) for each financial year
under the Sales Commission Agreement will be included in the
Company's annual report for the relevant financial year.

Since there are no historical figures for the payment of commission
between the Aspocomp Group and the Group (including the HoldCo
Group), the following annual caps for the commission payable to each
other between the Aspocomp Group and the Group (including the HoldCo
Group) are based on the expectation that the annual total turnovers
resulting from the referrals of business between the Aspocomp Group
and the Group (including the HoldCo Group) would be approximately
1-2% of the expected annual total turnovers of the Group (including
the HoldCo Group) in the following forthcoming years :-

For the financial year ending 31 December 2008 : approximately
HK$7.90 million*
For the financial year ending 31 December 2009 : approximately
HK$8.45 million
For the financial year ending 31 December 2010 : approximately
HK$9.49 million

* Since there will be no transactions in the last one month of 2007
after the expected signing of the Sale Commission Agreement at the
end of November 2007, there is no annual cap for the financial year
ending 31 December 2007.

The reason for the entering into the Sales Commission Agreement at
the HoldCo Acquisition Closing is that it is part and parcel of, and
conducive to, the HoldCo Acquisition.  Further, the arrangements
contemplated by the Sales Commission Agreement will enable the Group
(including the HoldCo Group after the HoldCo Acquisition Closing) to
maximize the utilization of the production capacity of the Group
(including the HoldCo Group after the HoldCo Acquisition Closing).
Therefore, the Directors (including the independent non-executive
Directors) consider that the entering into the Sales Commission
Agreement is in the ordinary and usual course of business of the
Group and the terms of the Sales Commission Agreement are on normal
commercial terms and are in the interest of the Group and the
shareholders of the Company as a whole.  Should the market make
available such an opportunity, the Company will consider that it is
in its interest for the Group to enter into similar agreement with
independent third party with terms not less favourable than those in
the Sales Commission Agreement.

(6) the Share Charge to be executed by Aspocomp in favour of the
Company for the purpose of securing any claims to be made by the
Company under the HoldCo Acquisition Agreement for a period of 3
years commencing from the date of the Share Charge.

Post HoldCo-Acquisition Restructuring:

After the HoldCo Acquisition Closing, Aspocomp, HoldCo, the HK
Company and ACPH will act to give effect to the following :

(1) the 100% equity interest in ACPE shall be transferred from ACPH
to the HK Company; and

(2) immediately following completion of the transfer mentioned in (1)
above, the HK Company will transfer the entire issued shares of ACPH
to Aspocomp or its nominee for a nominal consideration.

The corporate structure of HoldCo and its subsidiaries immediately
after the above transfers will be as follows (Appendix III):

- Aspocomp (Finland)(or its wholly-owned subsidiary incorporated in
Singapore) owns 20% of HoldCo (BVI)
- The Company owns 100% of SPV (BVI); SPV (BVI) owns 80% of HoldCo
(BVI)
- HoldCo (BVI) owns 1) 100% of BVI Company (BVI) and 2) 100% of HK
Company (HK)
1) BVI Company (BVI) owns 100% of ACI (India)
2) HK Company (HK) owns 100% of ACPE (PRC)

It has always been the Company's intention that ACPH should not be a
part of the HoldCo Acquisition due to tax structure reason.  However,
due to the tight time constraint for the closing of the Acquisitions,
both the Company and Aspocomp agreed that ACPH shall be transferred
out of the Holdco Group to Aspocomp in the Post HoldCo-Acquisition
Restructuring.


OULU ACQUISITION

Contract: the Oulu Acquisition Agreement
Date:  8 November 2007
Parties:
1. the Company (as purchaser through SPV) ; and
2. Aspocomp Oy (as seller)

To the best of the Company's knowledge, information and belief and
having made all reasonable enquiries, Aspocomp Oy, a wholly-owned
subsidiary of Aspocomp, is an independent third party not connected
with the directors, chief executive or substantial shareholders of
the Company or any of its subsidiaries or any of their respective
associates.

Assets to be acquired:

Shares in Oulu representing 10% of the issued shares of Aspocomp
Oulu.

Particulars of Aspocomp Oulu is set out in the paragraph headed"Information on the Assets to be Acquired under the Acquisitions"
below.

Consideration:

The consideration for the 10% of the issued shares of Aspocomp Oulu
shall be approximately EUR1.83 million (equivalent to approximately
HK$21 million).

The consideration was arrived at after arm's length negotiations
between the Company and Aspocomp and having regard to the enterprise
value of Aspocomp Oulu of approximately EUR18.33 million (equivalent
to approximately HK$210 million), which is calculated based on an
enterprise value multiplier of 5.65 times of the average of earnings
before interest, taxation, depreciation and amortization ("EBITDA")
for the financial year ended 31 December 2006 as per the unaudited
management accounts prepared and the annualized EBITDA for the
financial year ending 31 December 2007 as per the eight months
unaudited management accounts as at 31 August 2007 with adjustment by
adding the aggregate cash balance but minus the aggregate
indebtedness (excluding shareholders loan) of Aspocomp Oulu as
extracted from the unaudited balance sheet of Aspocomp Oulu as at 31
October 2007. .

The above enterprise value multiplier of 5.65 times was determined
after arm's length negotiations between the Company and Aspocomp with
reference to the Group's enterprise value multiplier  of
approximately 5.6 times based on the interim results for 2007 of the
Group.    The Directors consider that enterprise value multiplier
pricing model (with zero cash and indebtedness amounts) is an
appropriate valuation basis (rather than other financial ratios, such
as net asset value, price-to-book ratio and price-earning ratio) due
to the following reasons : (i) there is no close correlation between
asset value and profit generating capability of PCB manufacturing
operation; (ii) there is a wide range of profit margin in PCB
manufacturing operations based on different technology such that
price-to-book ratio is not applicable to PCB industry; and (iii) the
calculation formula based on the enterprise value multiplier does not
take into account of cash and indebtedness amounts, which amounts are
frustrating in nature and difficult to predict.  The Group's
enterprise value multiplier based on the 2007 results was made as a
reference because it was difficult for the parties to agree on the
market comparables due to the wide range of the enterprise value
multipliers of different PCB-manufacturing businesses based on
different technology and operated in different places in the world.
The Directors consider that the basis of determination of the
enterprise value multiplier is fair and reasonable.

The consideration for the Oulu Acquisition, together with the
consideration for the HoldCo Acquisition disclosed above and the
consideration for the Equipment Acquisition disclosed below, will be
financed by internal resources of the Group and external bank
financing.

Condition precedent:

The Oulu Acquisition Closing is conditional on the HoldCo Acquisition
Closing having occurred.

If the above condition is not fulfilled or waived by both parties by
28 November 2007 or immediately before Closing to the extent that the
above condition is required to, or can only be, satisfied immediately
before closing (or such other date as the parties may agree in
writing), the Oulu Acquisition Agreement shall automatically lapse.

Oulu Acquisition Closing

The Oulu Acquisition Closing shall take place immediately following
the HoldCo Acquisition Closing. The corporate structure of Aspocomp
Oulu immediately following the Oulu Acquisition Closing is as follows
(Appendix IV):

Aspocomp (Finland) owns 90% of Aspocomp Oulu (Finland)
The Company owns 100% of SPV (BVI); and SPV (BVI) owns 10% of
Aspocomp Oulu


Consequential transaction document

Upon the Oulu Acquisition Closing, Aspocomp, SPV and Aspocomp Oulu
will enter into the Oulu Shareholders Agreement, as part and parcel
of the HoldCo Acquisition. The principal terms of Oulu Shareholders
Agreement are summarised as follows:-

(1) The board of directors of Aspocomp Oulu shall comprise 3
directors, of whom 1 director shall be appointed by SPV and 2
directors shall be appointed by Aspocomp.

(2) This agreement does not oblige the shareholders to contribute any
funds or participate in any guarantee or similar undertaking for
Aspocomp Oulu's benefit. If the board of directors of Aspocomp Oulu
consider at any time that Aspocomp Oulu requires further finance, the
board will consider whether or not to approach Aspocomp Oulu's
bankers or other financial institutions or, in appropriate
circumstances, to seek such further finance from the shareholders.
The shareholders are not obliged to contribute further funds for
Aspocomp Oulu's benefit unless they agree on the amount and method of
providing the finance. Should the shareholders agree to contribute
further financing to or participate in any guarantee or similar
undertaking for Aspocomp Oulu, they shall make it in accordance with
their respective equity proportions.

(3) Save for intra-group transfers, any transfer of shares in
Aspocomp Oulu by either shareholder shall be subject to the first
right of refusal to purchase on the same terms by the other.

(4) If Aspocomp proposes to sell its shareholding in Aspocomp Oulu to
a third party, it shall ensure that such third party offers to buy
the shareholding in Aspocomp Oulu held by SPV on the same terms. If
Aspocomp transfers its shareholding in Aspocomp Oulu to a third
party, it may require SPV to transfer to that third party the
shareholding in Aspocomp Oulu held by SPV on the same terms as the
sale by Aspocomp.


EQUIPMENT ACQUISITION

Contract: the Equipment Acquisition Agreement
Date: 8 November 2007
Parties:
1. Meadville Enterprises (as purchaser); and
2. Aspocomp Oy (as seller)

Meadville Enterprises is a wholly-owned subsidiary of the Company.

To the best of the Company's knowledge, information and belief and
having made all reasonable enquiries, Aspocomp Oy, a wholly-owned
subsidiary of Aspocomp, is an independent third party not connected
with the directors, chief executive or substantial shareholders of
the Company or any of its subsidiaries or any of their respective
associates.

Assets to be acquired:

23 sets of second hand industrial equipment comprising machinery for
mechanical drilling, microvia drilling and routing, for production of
PCB.

The net book value of such equipment as at 31 October 2007 is
approximately EUR1.61 million (equivalent to approximately HK$18
million).

Consideration:

The consideration for the equipment is approximately EUR1.61 million
(equivalent to approximately HK$18 million). The consideration was
arrived at after arm's length negotiations between the Company and
Aspocomp Oy and having regard to the net book value of HK$18 million
of the equipment as at 31 October 2007.

The consideration for the Equipment Acquisition, together with the
consideration for the HoldCo Acquisition and the Oulu Acquisition
disclosed above, will be financed by internal resources of the Group
and external bank financing.

Conditions precedent:

The sale and purchase of the equipment is conditional on :

(a) Aspocomp Oy having produced to Meadville Enterprises or its
lawyers of a written consent from the relevant bank(s) approving the
entering into this Agreement by Aspocomp Oy and its sale of the
equipment to Meadville Enterprises the Equipment Acquisition
Agreement;

(b) a legal opinion addressed to Meadville Enterprises confirming
that (i) Aspocomp Oy is lawfully capable of entering into Equipment
Acquisition Agreement and is lawfully capable of selling the
equipment to Meadville Enterprises free of any pledge, charge, third
party's right and any other encumbrances pursuant to this Agreement;
and (ii) that no approvals, consents and requirements other than the
written consent referred to in paragraph (a) above are required for
such a sale by Aspocomp Oy to Meadville Enterprises;

(c) Meadville Enterprises having received a letter of the board of
directors of Aspocomp Oy confirming that Aspocomp Oy has not been in
default towards its creditors and there are no proceedings existing,
threatened or pending against Aspocomp Oy for any debts or amounts of
money; and the Equipment Acquisition Agreement has been duly executed
by or on behalf of Aspocomp Oy and is legally binding on and
enforceable against the Seller; and

(d) the approval by the shareholders of the Company of the
transactions contemplated by the Equipment Acquisition Agreement as
and if required by the Listing Rules.

If the above condition is not fulfilled or waived by both parties by
28 November 2007 (or such other date as the parties may agree in
writing), the Equipment Acquisition Agreement shall automatically
lapse.

Equipment Acquisition Closing

The Equipment Acquisition Closing is not conditional on either the
HoldCo Acquisition Closing or the Oulu Acquisition Closing. The
Equipment Acquisition Closing will take place on the second business
days following the satisfaction of the above conditions.


INFORMATION ON THE ASSETS TO BE ACQUIRED UNDER THE ACQUISITIONS

Assets under the HoldCo Acquisition:

The assets to be purchased by the Group under the HoldCo Acquisition
are the Sale Shares, representing 80% of the issued share capital of
HoldCo as at the HoldCo Acquisition Closing.

HoldCo is an investment holding company incorporated in the British
Virgin Islands in October 2007.  As at the HoldCo Acquisition
Closing, the principal assets of HoldCo will be (i) the 100% interest
in certain second hand industrial equipment transferred from Aspocomp
under the Salo Equipment Agreement, which will be completed before or
immediately before the HoldCo Acquisition Closing; and (ii) the 100%
interest (through intermediate investment holding companies, the BVI
Company and the HK Company (Note)) in each of ACI and ACPE, where ACI
plans to commence its manufacturing of HDI-PCB in India in 2009 and
ACPE has been engaged in manufacturing of HDI-PCB in the PRC since
1998.

(Note : ACPH is not taken as a member of the HoldCo Group since it
will be disposed of and sold back to Aspocomp for a nominal
consideration  in the Post HoldCo-Acquisition Closing)

The audited net asset value of ACPE is approximately HK$498.3 million
as at 31 December 2006.  The audited net profit before tax and
extraordinary items of ACPE for the two financial years ended 31
December 2005 and 31 December 2006 are approximately HK$48.6 million
and HK$92.7 million respectively, whilst the audited net profit after
tax and extraordinary items of ACPE for the two financial years ended
31 December 2005 and 31 December 2006 are approximately HK$48.6
million and HK$101.2 million respectively.

ACI was incorporated in 2006. The audited net asset value of ACI is
approximately HK$9.7 million as at 31 December 2006.  The audited net
loss before tax and extraordinary items of ACI for the financial year
ended 31 December 2006 is HK$5.5 million, whilst the audited net loss
after tax and extraordinary items of ACI for the financial year ended
31 December 2006 is HK$5.6 million.

The net book value of the second hand industrial equipment
transferred from Aspocomp under the Salo Equipment Agreement is
approximately HK$165 million.

Asset under the Oulu Acquisition:

The assets to be purchased by the Group under the Oulu Acquisition
are shares in Oulu representing 10% of the issued shares of Aspocomp
Oulu.

To the best knowledge of the Company, Aspocomp Oulu, a wholly-owned
subsidiary of Aspocomp, was incorporated in May 2007.  Aspocomp Oulu
is engaged in the business of manufacturing of PCB in Finland.  Based
on the unaudited management accounts of Aspocomp Oulu as at 31
August  2007 provided by Aspocomp, the unaudited net profit before
tax and extraordinary items of Aspocomp Oulu for the first 8 months
of 2007 ended 31 August 2007 is approximately EUR1.29 million
(equivalent to approximately HK$14.7 million), whilst the unaudited
net profit after tax and extraordinary items of Aspocomp Oulu for the
first 8 months of 2007 ended 31 August 2007 is approximately EUR1.29
million (equivalent to approximately HK$14.7 million).  The unaudited
net asset value of Aspocomp Oulu as at 31 August 2007 is
approximately EUR6.10 million (equivalent to approximately HK$69.6
million).  The unaudited financial information of Aspocomp Oulu was
prepared in accordance with International Financial Reporting
Standards.

Asset under the Equipment Acquisition:

The assets to be purchased by the Group under the Equipment
Acquisition are 23 sets of second hand industrial equipment,
comprising machinery for mechanical drilling, microvia drilling and
routing, for production of PCB.    Although the equipment is second
hand, the Group has inspected the equipment and find that they are in
good working and maintenance condition and suitable for the Group's
manufacturing purposes.

The net book value of such equipment as at 31 October 2007 is
approximately EUR1.61 million (equivalent to approximately HK$18
million), which is less than the market value of new machineries to a
certain extent.


INFORMATION ON ASPOCOMP, ASPOCOMP OY AND ASPOCOMP OULU

To the best knowledge of the Company, Aspocomp is a company
incorporated in Finland and listed on the Helsinki Stock Exchange.
Aspocomp and its subsidiaries, including Aspocomp Oy and Aspocomp
Oulu, are principally engaged in the business of design and
manufacture of high technology PCB which includes high technology
HDI-PCB for mobile devices, telecommunication infrastructure
automotive and industrial applications. Aspocomp has business
operation in Europe, the PRC, India and Thailand.


REASONS FOR AND BENEFITS OF THE ACQUISITIONS

Aspocomp is specialized in manufacturing of HDI-PCB and strong in the
research and development in this field. With its headquarter in
Finland, Aspocomp has close proximity with customers in the
telecommunication industry in Northern Europe.  By way of the
Acquisitions (including the consequential arrangements in the HoldCo
Acquisition as part and parcel of the deal), the Company expects to
form a strategic alliance with Aspocomp so as to enable the Group to
get immediate access to the sales network in Northern Europe and, in
particular, to certain top-tier customers in the telecommunication
industry in Northern Europe.  Further, the plant of ACPE in the PRC
will help increase immediately the Group's production capacity in
HDI-PCB, whilst ACI's plan to commence production in India in 2009
will provide the Group with an opportunity to develop customers in
India as well as to serve the Group's customers globally.  In
addition, with Aspocomp's research and development engineers joining
the Group following the closing of the Acquisitions and Aspocomp's
transfer to Meadville Enterprises of the IP Rights under the IP
Rights Transfer Agreement as part and parcel of the HoldCo
Acquisition, it is expected that the Group will benefit from the
results of Aspocomp's research and development in HDI-PCB and various
PCB manufacturing process.

Accordingly, the Directors consider that the terms and conditions of
the Acquisitions are fair and reasonable and are in the interests of
the Company and the Shareholders as a whole.


GENERAL

The Company and its subsidiaries are principally engaged in the
business of manufacturing and distribution of various PCB (including
high technology conventional PCB and HDI-PCB), prepreg and laminate.

The Acquisitions, together with (i) the put option to be granted to
Aspocomp and the call option to be granted to SPV under the Option
Deed at the HoldCo Closing and (ii) the transfer of the IP Rights
from the Aspocomp Group to the Group under the IP Rights Transfer
Agreement at the HoldCo Closing, constitute a major transaction for
the Company under Chapter 14 of the Listing Rules and is subject to
the approval of the shareholders of the Company.

Since no shareholders of the Company is interested in the
Acquisitions, none of them is required to abstain from voting if a
general meeting of the Company is convened to approve the
Acquisitions. According to Rule 14.44 of the Listing Rules and
assuming that the accountants' report on HoldCo and its subsidiaries
to be included in the Circular contains no qualified opinion, a
written approval from the Company's majority shareholder(s) is
accepted in lieu of a majority vote at a general meeting of the
Company to approve the Acquisitions. Accordingly, the Company has
obtained from Su Sih (BVI) Limited, which holds, directly and
indirectly, approximately 56.78% of the issued share capital of the
Company, a written approval of the Acquisitions and other related
transactions contemplated by the relevant transaction documents.
Although it is currently not anticipated that qualified opinion will
be included in the accountants ' report on HoldCo and its
subsidiaries which is in preparation, the Company will include in the
Circular a notice of convening a general meeting to approve the
Acquisitions should the accountants' report contain qualified
opinion.

A circular containing, among other things, further details of the
Acquisitions will be dispatched to the Shareholders as soon as
practicable.

Trading in the shares of the Company has been suspended at the
request of the Company commencing at 9:30 a.m. on 9 November 2007
pending the issue of this announcement.  Application has been made by
the Company to the Stock Exchange for the resumption of trading in
the shares of the Company with effect from 9:30 a.m. on 19 November
2007.





DEFINITIONS

Unless the context otherwise requires, the following terms in this
announcement shall have the meanings set out below:"ACHK": Aspocomp Hong Kong Limited, a limited liability company
incorporated in Hong Kong and a wholly- owned subsidiary of Aspocomp"ACI": Aspocomp Electronics India Private Limited, a limited
liability company incorporated in India and a wholly- owned
subsidiary of Aspocomp before the Restructuring but a wholly-owned
subsidiary of the BVI Company after the Restructuring"ACPH": Aspocomp Chin-Poon Holdings Limited, a limited liability
company incorporated in the British Virgin Islands, which is (i) a
wholly-owned subsidiary of ACHK before the Restructuring; (ii) a
wholly-owned subsidiary of the HK Company after the Restructuring;
and (iii) to cease to be a wholly-owned subsidiary of the HK Company
after the Post HoldCo Acquisition Restructuring"ACPE": ACP Electronics Co., Ltd, a limited liability company
incorporated as a wholly foreign owned enterprise established in
Suzhou, the PRC, which is a wholly-owned subsidiary of Aspocomp
before the HoldCo Acquisition but a member of the HoldCo Group after
the HoldCo Acquisition"ACPE Working Capital Facilities Security": The security given by
ACPE to SCB or its affiliate(s) to secure the facilities advanced to
it by SCB for its working capital purpose"Acquisitions": the HoldCo Acquisition, the Oulu Acquisition and the
Equipment Acquisition"Aspocomp": Aspocomp Group Oyj, a company incorporated in Finland
and  listed on the Helsinki Stock Exchange"Aspocomp Group": Aspocomp and its subsidiaries (other than the
HoldCo Group after the HoldCo Acquisition Closing)"Aspocomp Oy": Aspocomp Oy, a company incorporated in Finland and a
wholly-owned subsidiary of Aspocomp"Aspocomp Oulu": Aspocomp Oulu Oy, a company incorporated in Finland
and a wholly-owned subsidiary of Aspocomp before the Oulu Acquisition"BVI": the British Virgin Islands"BVI Company": a company incorporated in the British Virgin Islands
which will become a wholly-owned subsidiary of HoldCo after the
Restructuring"Charged Shares": shares in HoldCo owned by Aspocomp representing 3%
of the issued shares of HoldCo as at immediately following completion
of the HoldCo Acquisition, to be charged by Aspocomp to the Company
or SPV, for the purpose of securing any claim to be made by the
Company"Circular": the circular to be dispatched by the Company to its
shareholders in respect of the Acquisitions pursuant to the
requirements of the Listing Rules"Company": Meadville Holdings Limited, a company incorporated in the
Cayman Islands, whose shares are listed on the Main Board of the
Stock Exchange"Director(s)": the director(s) of the Company"Equipment Acquisition": the acquisition by Meadville Enterprises
from Aspocomp Oy of certain equipment set out in the Equipment
Acquisition Agreement"Equipment Acquisition Agreement": the sale and purchase agreement
dated 8 November 2007 and entered into between Aspocomp Oy, and
Meadville Enterprises in relation to the Equipment  Acquisition"Equipment Acquisition Closing": closing of the Equipment Acquisition
pursuant to the Equipment Acquisition Agreement"EUR": Euros, the lawful currency of the member states of the
European Union that adopted the single currency in accordance with
the Treaty establishing the European Community, as amended by the
Treaty on European Union, and as from time to time further amended or
supplemented"Group": the Company and its subsidiaries"HDI-PCB": high density interconnections printed circuit board"HK$": Hong Kong dollars, the lawful currency of Hong Kong"HK Company": a company incorporated in Hong Kong which will become a
wholly-owned subsidiary of HoldCo after the Restructuring"HoldCo": Aspocomp Asia Limited (to be renamed Meadville Aspocomp
(BVI) Holdings Limited after the HoldCo Acquisition Closing), a
company incorporated in the British Virgin Islands, the entire issued
share capital of which is owned by Aspocomp before the HoldCo
Acquisition Closing but will be owned as to 20% by Aspocomp and as to
80% by the Group immediately after the HoldCo Acquisition Closing"HoldCo Acquisition Closing": closing of the HoldCo Acquisition
pursuant to the HoldCo Acquisition Agreement"HoldCo Acquisition": the acquisition of the Sale Shares from
Aspocomp by SPV pursuant to the HoldCo Acquisition Agreement"HoldCo Acquisition Agreement": the share sale and purchase agreement
dated 8  November 2007 and entered into among Aspocomp, the Company
and HoldCo in relation to, among other things, the HoldCo Acquisition"HoldCo Group": HoldCo, the BVI Company, ACI, the HK Company and ACPE"HoldCo Shareholders Agreement": the shareholders agreement in
relation to HoldCo to be entered into among Aspocomp, SPV and HoldCo
at the HoldCo Acquisition Closing, for the purposes of governing the
relationship between Aspocomp and SPV as shareholders of HoldCo and
regulating, as between them, the affairs of HoldCo"Hong Kong": the Hong Kong Special Administrative Region of the
People's Republic of China"IP Rights": the patents, patent applications, unregistered
technologies and trademarks as listed in the schedule to the IP
Rights Transfer Agreement"IP Rights Licence Agreement": the agreement to be entered into
between Meadville Enterprises and HoldCo at the HoldCo Acquisition
Closing, whereby Meadville Enterprises will grant a licence to HoldCo
(including a sub-licence to HoldCo's subsidiaries) for the use of the
patents, patent applications, unregistered technologies obtained by
Meadville Enterprises under the IP Rights Transfer Agreement"IP Rights Transfer Agreement": the agreement to be entered into
among Aspocomp, Aspocomp Oy and Meadville Enterprises at the HoldCo
Acquisition Closing, whereby Aspocomp, Aspocomp Oy will transfer to
Meadville Enterprises the IP Rights"Listing Rules": the Rules Governing the Listing of Securities on the
Stock Exchange

'Meadville Enterprises": Meadville Enterprises (HK) Limited, a
wholly-owned subsidiary of the Company"OPC": Oriental Printed Circuits Limited, a wholly-owned subsidiary
of the Company"Option Deed": the deed to be entered into between, inter alia,
Aspocomp and SPV at the HoldCo Acquisition Closing, whereby SPV will
grant a put option to Aspocomp and Aspocomp will grant to SPV a call
option, upon and subject to the terms and conditions thereof"Oulu Acquisition": the acquisition of the 10% of the issued shares
in Aspocomp Oulu from Aspocomp by SPV pursuant to the Oulu
Acquisition Agreement"Oulu Acquisition Agreement": the sale and purchase agreement dated 8
November 2007 entered into between Aspocomp and the Company in
relation to the Oulu Acquisition"Oulu Acquisition Closing": closing of the Oulu Acquisition pursuant
to the Oulu Acquisition Agreement"Oulu Shareholders Agreement": the shareholders agreement relating to
Aspocomp Oulu to be entered into among Aspocomp Oy, SPV and Aspocomp
Oulu at the Oulu Acquisition Closing, for the purposes of governing
the relationship between Aspocomp and SPV as shareholders of Aspocomp
Oulu and regulating, as between them, the affairs of Aspocomp Oulu"PCB": printed circuit board(s)"Post HoldCo-Acquisition Restructuring": the corporate restructuring
of HoldCo and its subsidiaries after the HoldCo Acquisition Closing
as described in the paragraph headed "HoldCo Acquisition - Post
HoldCo-Acquisition Restructuring" of this announcement"PRC": the People's Republic of China which, for the purpose of this
announcement, excludes Hong Kong, Taiwan and the Macau Special
Administrative Region of the People's Republic of China"Restructuring": (i) the corporate restructuring to the effect that
ACI, ACPE, ACPH, HK Company and BVI Company will become wholly-owned
subsidiaries of HoldCo; and (ii) the transfer of the title to certain
second hand industrial equipment, as particularized in the Salo
Equipment Agreement, from Aspocomp Oy to HoldCo before or immediately
before the HoldCo Acquisition Closing"Sale Commission Agreement": the sales commission agreement to be
entered into among Aspocomp, OPC and HoldCo at the HoldCo Acquisition
Closing relating to the payment of sales commission among the parties
after the HoldCo Acquisition Closing"Salo Equipment Agreement": an agreement to be entered into between
Aspocomp Oy and HoldCo in relation to the transfer by Aspocomp Oy to
HoldCo of certain equipment (particulars of which are set out
therein) for the use by the HoldCo Group after the HoldCo Acquisition
Closing"Sale Shares": 40,000 shares in the share capital of HoldCo,
representing 80% of its entire issued share capital as at the HoldCo
Acquisition Closing"SCB": Standard Chartered Bank (Hong Kong) Limited"SCB Loan Facility": a secured loan of EUR40 million made by SCB to
ACHK under the terms of the SCB Loan Facility Agreement"SCB Loan Facility Agreement": a term loan facility agreement dated
20 March 2007 entered into among ACHK as borrower, Aspocomp as
guarantor, SCB as original lender and Standard Chartered Bank as
hedging bank and SCB as agent and trustee in relation to a EUR40
million term loan facility"SCB Security": all the security granted by Aspocomp, ACHK, ACPH and
ACPE respectively in favour of SCB to secure the SCB Loan Facility"SCB Working Capital Repayment Amount": the  amount equal to the
outstanding working capital debt facilities made available by SCB or
its affiliate(s) to ACPE after the date of this Agreement"Share Charge": the charge over the Charged Shares to be executed by
Aspocomp at the HoldCo Acquisition Closing in favour of the Company
for the purpose of securing any claims to be made by the Company
under the HoldCo Acquisition Agreement"Stock Exchange": The Stock Exchange of Hong Kong Limited"subsidiaries": has the meaning ascribed to it under the Listing
Rules"SPV": a special purpose company incorporated in the British Virgin
Islands and a wholly owned subsidiary of the Company


For illustration purpose, in this announcement amounts in EUR have
been translated into HK$ at the exchange rate of EUR1.00 to
HK$11.404.  Such translation does not constitute a representation
that any amount has been, could have been or may be exchanged at such
rate.



By Order of the Board
Meadville Holdings Limited
Tang Chung Yen, Tom
Executive Chairman and
Group Managing Director


Hong Kong, 16 November 2007

As at the date of this announcement, the board of directors of the
Company comprises 7 directors, of which Mr TANG Hsiang Chien, Mr TANG
Chung Yen, Tom, Mr CHUNG Tai Keung, Canice and Ms TANG Ying Ming, Mai
are executive directors of the Company; and Mr LEE, Eugene, Mr LEUNG
Kwan Yuen, Andrew and Dr LI Ka Cheung, Eric are independent
non-executive directors of the Company.

Attachments:

Ownership structures