Major Shareholder:

• Mr. Cheng Kwong Chung ¡V 26.25% interest
• Mr. Chiu Ting San - 18.75% interest
• Mr. Wong Ping Wing - 18.75% interest
• Ms. Wang Lai Lai - 11.25% interest

Company Subsidiaries:

• IA (HK) (100%): Provision of administrative service
• Shencai (HK) Holdings Limited (100%): Manufacture and trading of Internet appliances
• Innotech Development Limited (100%): Provision of research and development services
• Global Form Limited (BVI) (100%): Provision of procurement services
• IA Shenzhen (the PRC) (90%): Provision of IOD system solutions

The Group is engaged principally in the research, development and provision of information-on-demand ("IOD") system solutions and the provision of related products and services. An IOD system solution enables Internet users to obtain and process information via Internet.

The IOD system solutions to be offered by the Group comprise tow components that inter-related with each other; (1) an e-commerce platform with features and as security enhancement and the ability to communicate with Internet appliances with proprietary interface protocol; and (2) Internet appliances developed by the Group which allow access to content stored in specially formatted DVDs.

With the above two components, users will be able to access the compressed consent stored in specially formatted DVDs using the Group's Internet appliances after obtaining authorization from the e-commerce platform via the Internet and without having to rely on communication network to access remote servers. Once the authorization has been obtained, the content in the specially formatted DVDs will be decompressed by the Group's Internet appliances to enable the users to access the content stored in the DVDs. This aims to enhance security for content providers and minimize reliance on a communication network.

According to IDC, the population of Internet users in the PRC in 2000 was about 16.9 million. By 2005, IDC forecasts that the number will rise to approximately 100 million, representing a CAGR of about 43%.

IDC estimates that there will be approximately 168 million households with iTV worldwide by 2005, representing marketed increases from approximately 31 million in 2000. In the Asia Pacific region, IDC expects that close to 7.8 million units of iTV will be shipped by 2005.

According to IDC, approximately US$354 billion worth of business transactions were conducted via the Internet in 2000 and is expected to skyrocket to more than US$5 trillion by 2005. IDC expects that the business-to-business ("B2B") segment of the e-commerce market in the Asia Pacific Region will exhibit robust growth to hit approximately US$516 billion in 2005 while business-to-consumer ("B2C") segment should grow to account for about US$83 billion in that same year.

The Directors believe that the Group has the following competitive advantages:

• The Group's ability to develop Internet appliances with security features, Internet-enabling features and data compression/depression capabilities.
• The Group's ability to develop IOD system solutions which integrate its hardware solutions with an e-commerce platform and offer protection to the intellectual property rights of the content providers.
• The Group's relationship with Shenzhen E-commerce Centre which is evidenced by its intention to appoint IA Shenzhen as its exclusive technical support service provider for the development and operation of the e-Tax platform in Shenzhen, the PRC.
• The Group's R&D team with experience and expertise in IOD system solutions.
• The Group's dedicated management teams with its in-depth technical knowledge in IOD system solutions.

• The Group owned a limited operating history, and result in the Track Record Period may not be reflective of the future income stream of the Group.
• The intended business model of the Group may not be successfully implemented as planned and may not have sufficient funds to finance the Business Plan.
• The Group is over reliance on OEM manufacturer, key executives and personnel and major customers.
• Due to rapid change in the technology, the Group may not be able to maintain its competitiveness in the industry and this may have a material and adverse impact on the Group's prospects, business operations and financial position.

The Group expects that its e-commerce platform will provide applications for content providers particularly in the areas of e-education and e-entertainment. The Group will also liaise with other potential business partners such as financial institutions and logistics services providers in the future in order to provide comprehensive support for transactions on its e-commerce platform. Once the e-commerce platform is operational, the Group intends to apply in ISO9001 certification for the design, development, installation and servicing of its IOD system solutions.

As an integral part of the Group's business strategy, the Group will continue to undertake the development and sale of Internet appliances. It is the Group's strategy to closely monitor current technological trends and market requirements for Internet appliances. The Group will continue to expand its product range, innovative and incorporates new features into its products. The Group also intends to develop more sophisticated products with wireless applications with the launch of wireless technologies and 3G standards in the near future.

The Group aim to gradually penetrate the PRC market by setting up additional branch offices in the PRC and to promote its e-commerce platform to content providers offering services and content to the PRC market. The Group plans to set up its sales Guangzhou offices by the end of 2002. The Group also intends to increase the size of its sales team in the PRC.

The Group intends to modify the OS f its Internet appliances so as to support m-commerce and fulfill multi-application requirements. The Group intends that its e-commerce platform will eventually support wireless application. The Group aims to offer a quality OS that can gain the industry-wide recognition. The Group also expects to strengthen its R&D in the PRC by recruiting additional R&D engineers and possibly by engaging research institutions and other technology providers from outside the Group in the future.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$15 million (based on the offer price HK$0.41 per share). The Group at present intends to apply the net proceeds as follows: