Major Shareholder:

• Mr. Ngai Kwok Kin, Kevin - 26.07% interest
• Mr. Chan Wai Lun - 14.63% interest
• Styland Holding Limited (0211)- 32.47% interest

The Group is principally engaged in the business as a system solutions provider. The Group assists its customers in defining their online business strategies, developing customized to e-commerce systems, and integrating web application with their existing information system or computer applications and provides them with e-commerce applications and platform service. The Group has developed their proprietary applications, namely the Inworld WAP System, the Inworld e-Stock System, and the Inworld Marketplace System, for its system solutions business.

For IT consultation and infrastructure projects, the Group charges an one-off project fee. The fees charges by the Group are negotiated business between the Group and the customers on a projects by project basis. The Group may sometimes source computer software applicable to a specific project, and re-sell the computer software used in such project to the customer.

For projects, which apply the application developed by the Group, the Group obtains an one-time service income. The service income is negotiated with the customers on a project by project basis depending on the complexity of the projects. For web page design and development services, the Group charges an one-time design and set-up fee. The fee charged by the Group is negotiated with the customers n a project-by-project basis depending on the complexity of the projects.

It is expected forecasted that e-commerce revenue generated by user in Hong Kong will increase from US$894.2 million as at the end of 2000 to US$23.5 billion by the end of 2005. With the introduction of ESA life by the Hong Kong Government, government services and commercial solutions provided to Hong Kong residents are greatly enhanced and at the same time, it motivates its residents to use the Internet on a regular basis in their daily lives. Overall the government driven incentives to encourage the use of the Internet, which includes the ¡§CyberPort¡¨ initiative, further enhances Internet growth.

As business use of the Internet grows, the Directors believe that the businesses, which are utilizing the Internet, are seeking to identify and implement increasingly sophisticated Internet application Internet applications. Despite the fact that enterprises can set up their own in-house IT departments, outsourcing development, implementation and support, particularly the hosting and management of their websites and Internet applications, is driven by a number of factors.

This creates a strong demand for specialized information technology support and application expertise. Internet application solution provides will allow businesses to outsource the deployment, configuration, hosting, management and support of their websites and Internet application in a cost-effective and rapid manner.

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

• the Group's strong research and development team committed to the development of innovative, value-added and customized system solutions services to fulfill customer's evolving needs in the dynamic Internet environment;
• the Group's proprietary applications developed by the Group, such as the Inworld Marketplace System, Inworld e-Stock System and Inworld Wap System, which provide a solid foundation for the Group to expand into the ASP business and enhance the Group's system solution business;
• the Group's strong commitment to product and service quality thereby enabling the Group to establish and maintain solid relationships with its customers in long term; and
• the Group's ability to retain staff through share option schemes and performance related incentive arrangements.

• Should the relevant authorities in Hong Kong revoke the Group's PNETS license, the Group would not be able to provide services involving the conveyance of "third Party" messages, such as free e-mail services, to the public, which may affect the ability of the Group to attrac6t and register users for its portal.
• There is no assurance that the Group will be able to secure any project that generates revenue for the Group, should the Group not be able to generate sufficient revenues from its business activities in the future, the operation and financial position of the Group will be adversely affected.
• Any of such present or future competitors may provide products and services that have significant performance, price or other advantages over those offered by the Group. There is no assurance that the Group will be able to compete successfully against the current of future competitors.
• If the market for Internet-based applications and services fails to grow, grows slower than anticipated, or become saturated with competitors, the Group's financial conditions and results of operations may be materially and adversely affected.

The Group will continue to strengthen its research and development capability. The Directors intend to recruit 3 additional staff for the R&D team in 2002, and to purchase new testing apparatus and design tools to enhance the functions and features of the products developed by the Group and under development. The Group believes that ongoing research and development in new products and technologies is critical to secure a leading position in the changing marketplace.

The Group will devote considerable resources in developing ASP business, namely mobile office and CRM, which are integrated with mobile and wireless computing technologies to enable the Group's customers to access online their own back office/logistic system anywhere in the world and to transact their businesses on the Internet. In order to enhance the Group's ASP business, the Group intends to set up a service centre in Hong Kong for its ASP project.

The key specific initiatives for the enhancement of the Group's service include the development of Internet system a well as new Internet-based applications, such as ticketing system, web to PDA system, and PIM application, which enable e-commerce to be performed on clients, sales using different access devices or access channels such as mobile phones and PDA.

The Group will implement a series of marketing and promotion activities to arouse market awareness of the Group's system solution services, and other ancillary services, such as ASP business, ICP business and cyber cafe business in Hong Kong, Singapore, PRC and other regions that the Group will have operations in accordance with the business implementation plan for the Forward Looking Period.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$17 million (based on the offer price HK$0.25 per share). The Group at present intends to apply the net proceeds as follows: