FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company:

CanAsia Financial Inc. ("CanAsia" or the "Company")

243 Sienna Hills Drive S.W. Calgary, Alberta T3H 2Y8

2. Date of Material Change:

June 8, 2010

3. News Release:

A press release was disseminated on June 8, 2010 through the facilities of Marketwire.

4. Summary of Material Change:

CanAsia announced that it entered in an arm’s length agreement in principle dated May 1, 2010 (the “Agreement”) with Mr. Jacky Chak-Sun Cheng, a Hong Kong SAR resident and Mondeo Development Group Ltd. (“Mondeo”), a private company incorporated under the laws of the British Virgin Islands. Pursuant to the terms of the Agreement, through a series of transactions, CanAsia will acquire all of the issued and outstanding securities of Mondeo and, indirectly, all of the issued and outstanding securities of Mondeo's subsidiaries (the “Transaction”).

5. Full Description of Material Change:

Please refer to the attached news release for full particulars of the material change.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:

N/A

7. Omitted Information:

N/A

8. Executive Officer:

For further information, please contact

James G. Louie President and Chief Executive Officer 243 Sienna Hills Drive S.W. Calgary, Alberta T3H 2Y8 Telephone: (403) 870-7383

9. Date of Report:

June 9, 2010

CANASIA FINANCIAL INC. 243 Sienna Hills Drive S.W. Calgary, Alberta T3H 2Y8

NEWS RELEASE

CANASIA FINANCIAL INC. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH MONDEO DEVELOPMENT GROUP LTD.

June 8, 2010 – Calgary, Alberta – CanAsia Financial Inc. (the “Company” or “CanAsia”) (TSXV: CNA.P) is pleased to announce that it has entered in an arm’s length agreement in principle dated May 1, 2010 (the “Agreement”) with Mr. Jacky Chak-Sun Cheng, a Hong Kong SAR resident and Mondeo Development Group Ltd. (“Mondeo”), a private company incorporated under the laws of the British Virgin Islands. Pursuant to the terms of the Agreement, through a series of transactions, CanAsia will acquire all of the issued and outstanding securities of Mondeo and, indirectly, all of the issued and outstanding securities of Mondeo's subsidiaries (the “Transaction”).

Summary of Proposed Qualifying Transaction

Mondeo currently has 360 common shares (“Mondeo Shares”) issued and outstanding which are held by Mr. Cheng. Mondeo currently owns all of the issued and outstanding securities of Pacific Optical Technologies Ltd. (“Pacific Optical”) and Pacific Optical owns all of the issued and outstanding securities of Pacific Optical Technologies (Shenzhen) Ltd. (“Pacific Shenzhen”).

Pursuant to the terms of the Agreement and prior to entering into the definitive agreement governing the Transaction, it is expected that Mr. Cheng will sell 70 Mondeo Shares to various arm's length investors for cash consideration of $947,917 (the “Share Purchase”). As a condition to the closing of the Transaction and the Share Purchase, each investor will also enter into an agreement with CanAsia whereby they agree to sell their Mondeo Shares to CanAsia.

In addition, pursuant to the Agreement, on May 21, 2010 Mr. Cheng invested HK$8 million (approximately CDN$1 million) in consideration for a 38.4% equity stake in Pacific Shenzhen.

It is then contemplated that the Company would complete the acquisition of 100% of the outstanding Mondeo Shares and that the 38.4% interest of Pacific Shenzhen would concurrently be re-assigned from Mr. Cheng to Pacific Optical resulting in Pacific Optical owning 100% of Pacific Shenzhen. Therefore, upon completion of the Transaction, Mondeo will be a wholly owned subsidiary of CanAsia, Pacific Optical will be a wholly-owned subsidiary of Mondeo and Pacific Shenzhen will be a wholly-owned subsidiary of Pacific Optical.

Under the terms of the Agreement, the consideration (the “Purchase Price”) for the Transaction will include: (i) the payment by CanAsia of a CDN$25,000 non-refundable deposit; (ii) the issuance of 36 million common shares (each a “CanAsia Share”) of the Company at a deemed price of CDN$0.10 per CanAsia Share; and (iii) the issuance of 29 million redeemable convertible preferred shares of the Company (the “Preferred Shares”) at a deemed price of CDN$0.10 per share, for a total deemed Transaction value of CDN$6.525 million. The Transaction, including the Purchase Price, was negotiated at arm’s length.

Each Preferred Share will be non-voting and convertible into a CanAsia Share subject to the policies of the Exchange (as defined below) and each Preferred Share will be redeemable by the Company at a price of CDN$0.10 per share for a period of five years commencing on the closing date of the Transaction.

CanAsia currently has 7 million CanAsia Shares, 200,000 options and 300,000 agent's options issued and outstanding. It is anticipated that all the outstanding options and agent's options of CanAsia will be exercised or if not exercised, cancelled, prior to completion of the Transaction. As a result, upon completion of the Transaction, it is expected that CanAsia will have 43.5 million CanAsia Shares and 29 million Preferred Shares issued and outstanding.

It is intended that the Transaction will be the Company’s “Qualifying Transaction” in accordance with the policies of the TSX Venture Exchange (the “Exchange”). The Company has made application under the policies currently in effect as of the date hereof and prior to amendments to the policies effective June 14, 2010. Closing of the Transaction is expected to take place on or before July 31, 2010 (the “Closing Date”). Upon completion of the Transaction, CanAsia will be the “Resulting Issuer” operating in the technology sector and the operations of Mondeo will be the Company’s main business. Completion of the Transaction is subject to, among other things, the following conditions precedent:

1. completion of due diligence by the Company;

2. completion of the definitive Transaction documents;

3. receipt of shareholder approval of the Company, if required;

4. receipt of all third party approvals, if required;

5. issuance of a receipt for the Company's non-offering prospectus referred to below; and

6. acceptance by the Exchange.

Pursuant to the policies of the Exchange, as CanAsia is a capital pool company (“CPC”) that is a reporting issuer in Ontario and is acquiring a significant asset not located in Canada, CanAsia will be preparing and filing a non-offering prospectus (the “Prospectus”) in connection with the Transaction. A receipt for the Prospectus will be required to be issued in order for the Transaction to close. There can be no assurance that such a receipt will be issued.

About Mondeo

Summary of Business

Mondeo was incorporated on January 8, 2007. It holds 7 million common shares of Pacific Optical, which represents 100% of the issued and outstanding shares of Pacific Optical, a private company incorporated in Hong Kong SAR. Pacific Optical currently owns 100% of Pacific Shenzhen, a private company incorporated in Shenzhen, China with a manufacturing facility based in Shenzhen, China.

Mondeo is engaged in designing, manufacturing and distributing optical modules to mobile device makers in China. Currently there are two predominant digital camera sensor technologies, Chargecoupled Devices (CCD) and Complementary Metal–oxide–semiconductors (CMOS). Within CMOS sensor type, there are three main types of construction, Chip Support Package (CSP), Chip on Board (COB) and Chip on Flex (COF). COF is the latest generation using flexible substrate. Mondeo focuses its business in COB and COF, and it has an in-house Class-100 Clean Room facility required for COB and COF production. It also has established relationships with key mobile phone manufactures and suppliers in China. Mondeo sells directly to customers and has not appointed distributors or agents anywhere.

The engineers at Mondeo have developed know-how and technologies for designing optical modules in use by most mobile phone and portable devices.

Mondeo has approximately 135 employees, of which five are production engineers, three are R&D engineers, five are in sales, seven are administrative and the remainder are in manufacturing.

Insider

Jacky Cheng is currently the sole director and shareholder of Mondeo. Prior to completion of the Transaction, Mondeo is expected to complete the Share Purchase following which, Mr. Cheng is expected to hold approximately 80% of the Mondeo Shares. Following completion of the Transaction, it is expected that Mr. Cheng will hold 66.7% of the outstanding CanAsia Shares.

Financial Highlights of Mondeo - Unaudited Financial Statements

For ease of reference, management of Mondeo has converted the unaudited management prepared financial highlights for the years ended December 31, 2009, 2008 and 2007 and the available financial highlights for the first quarter ended March 31, 2010, from the Hong Kong dollar into Canadian Dollars.

Notes:

(1) Exchange Rates are based on quotes from Bank of Canada on the last date of the statement periods. (2) Cost of Goods Sold.

Directors and Officers of the Resulting Issuer

Upon completion of the Transaction, it is expected that the board of directors of CanAsia will be comprised of James G. Louie, Barry Pearson, Donald Snyder, Jay Leung and Jacky Cheng and senior management of CanAsia will remain the same. The backgrounds of these individuals are as follows.

James G. Louie, Director, President and Chief Executive Officer

James G. Louie of Calgary, Alberta is the President of Dynamax Engineering Ltd., a company that offers oil and gas engineering services, a role he has held since 1976. He was a Director of Torch River Resources Ltd. (TSXV) and previously Tael Capital Inc. (TSXV), a capital pool company, from July 1999 until its amalgamation with Torch River Resources Ltd. in April 2004. Mr. Louie obtained a P.Eng certification from the Association of Professional Engineers, Geologists, and Geoscientists of Alberta in May 1971. Mr. Louie was granted a Bachelor of Science Degree in Chemical Engineering from the University of Calgary in May 1969 and obtained a graduate diploma from the University of Calgary in November 1978.

Barry Pearson, Director, Secretary and Chief Financial Officer

Barry Pearson of Calgary, Alberta is the President of Original Approach Inc., a firm offering consulting services to small and large corporations. He is also the Chief Financial Officer, General Manager and Secretary of the Board of Torch River Resources Ltd. (TSXV). Mr. Pearson is a Director of Military International Limited (NEX). From 1989 to 1996 Mr. Pearson worked as a financial controller at Medis Health & Pharmaceuticals, subsequently renamed McKesson Corporation. Prior thereto Mr. Pearson was the Internal Audit Manager of Provigo Inc.’s Western Canada and Western US operations. Mr. Pearson is a Certified Management Accountant, a designation he received in 1977.

Donald Snyder, Director

Donald Snyder of Calgary, Alberta is currently the Chairman and a Director of Torch River Resources Ltd. (TSXV), a position he has held since April 2003. He held a Director position in BXL Energy Ltd. (TSX), from June 1996 until May 2001. Mr. Snyder has been chairman of Brymore Energy Ltd. since its inception in 1986. Brymore Energy Ltd. was an energy marketer that carried on the business of buying, transporting and selling natural gas, crude oil and sulphur to customers throughout Canada and the United States. Brymore ceased active operations in 1997. In June 1963 Mr. Snyder received a P.Eng certification from the Association of Professional Engineers, Geologists, and Geoscientists of Alberta. Mr. Snyder attended the University of Alberta where he was granted a Bachelor of Science Degree in Civil Engineering in May 1961.

Jay Leung, Director

Jay Leung resides in Hong Kong where he is the president of IMC Capital Corporation, a private investment management company specializing in direct and secondary equity investment in Asia. Prior to this, Mr. Leung was a Partner at Inter-Asia Venture Management Ltd. from September 1999 to June 2003. Mr. Leung was the founding President and Director of Tael Capital Inc. (TSXV), a position he held from July 1999 until December 2001. From September 1994 to June 2000 Mr. Leung was the President of Imperial Mercantile Corporations, an advisory company specializing in trade and investment in Asia. Mr. Leung was an Executive at Richardson Greenshields of Canada Limited from August 1985 to January 1990. Mr. Leung holds a Bachelor of Business Management with a major in Marketing and a Bachelor of Arts in Economics, both granted from the University of Lethbridge of Alberta, Canada in August 1983.

Jacky Cheng, Director

Jacky Cheng is Chief Executive Officer, Chief Financial Officer and a Director of Mondeo. He is a founder and CEO of Pacific Optical Technologies Ltd. (2007). He is also a founder and CEO of Design Image (HK) Ltd. (2001), an official vendor to WalMart, Walgreen, CVS, OfficeMax and Office Depot; and founder and Managing Director of Kai Yuen Development (HK) Co. (1995), a manufacturer of a wide range of electronic products. He has an extensive business network, management experience in tech manufacturing and export and outsourcing businesses. Mr. Cheng attended the University of Southern Queensland, Toowoomba, Australia between 1991-1994. He is a resident of Hong Kong SAR.

Sponsorship

Sponsorship of the Qualifying Transaction of a CPC is required by the Exchange for a foreign transaction. The Company has engaged Leede Financial Markets Inc. as its sponsor for the Transaction. The trading of CanAsia’s Common Shares shall remain halted until CanAsia has submitted the documentation required by the Exchange.

About CanAsia Financial Inc.

The Company is a CPC within the meaning of the policies of the Exchange. The Company commenced operations when it completed its initial public offering; however it currently has no assets other than cash. Since the date of listing of the Company’s shares on the Exchange, the Company has identified and evaluated several businesses and assets with a view to completing a “Qualifying Transaction” under the Exchange’s CPC policies. Trading of the shares of the Company on the Exchange is currently halted. Further information regarding Mondeo and the terms of the Transaction may be required to be disclosed in a subsequent news release. Such news release will be issued in due course.

For further information, please contact James G. Louie, President and Chief Executive Officer at:

243 Sienna Hills Drive S.W. Calgary, Alberta T3H 2Y8

Telephone: (403) 870-7383 Fax: (403) 242-7479

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the policies of the Exchange, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Leede Financial Markets Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to: timing and completion of the Transaction, receipt of all necessary shareholder, regulatory and third party approvals, if applicable, the the composition of the board of directors and management of the Resulting Issuer, the requirement for a Sponsor and the resumption of trading. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of CanAsia) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: foreign operations, general economic conditions in China, Canada, the United States and globally, the risks associated with the technology industry and exchange rate changes. Industry related risks could include, but are not limited to: operations with foreign entities, delays or changes in plans; competition for, among other things, capital, acquisitions, skilled personnel and supplies; governmental regulation of the technology industry; technical problems; the uncertainty of estimates and projections of costs and expenses; unanticipated operating events or performance which can reduce productivity; the need to obtain required approvals from regulatory authorities; stock market volatility; liabilities inherent in technology operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. CanAsia undertakes no obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in its expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.