Major Shareholder:

• Mr. Li Jia Hui - 18.90% interest
• Cytech Investment ¡V 31.20% interest
• Mr. Wen Rui Feng - 11.7% interest

The Group is one of the early movers in the provision of ODM and proprietary packaged business application softwares in the PRC for overseas, principally North America, and domestic customers. The Group also utilises its self-developed technology to provide total system solutions for business management with a principal focus on the provision of high value-added services such as software engineering and development.

Since its establishment in May 1997, the Group has provided products and services to a wide spectrum of about 150 premium customers ranging from multinational and domestic corporations to government entities in North America and the PRC. The Group promotes and markets its products and services through its own sales and marketing team and a network of authorised agents and alliance partners in North America and the PRC.

The Group has adopted one focused business model comprising three inter-related and synergistic businesses, namely (i) provision of ODM software; (ii) provision of proprietary packaged software; and (iii) provision of system solutions. By utilising the latest Internet technologies, the Group has developed the necessary platforms for providing products and services to its customers either at the customers' sites or the Group's research and development centre in Nanchang City, the PRC.

According to the 2000 annual report of China Software Industry Association export of software of the PRC grew at a rate of approximately 57% from 1999 to 2000. China Software Industry Association anticipated that export of software of the PRC will reach US$2 billion by 2005.

The State Council of the PRC promulgated Certain Policies in Encouraging the Development of Software and Integrated Circuit Industries in June 2000 in order to encourage the development of the software and integrated circuit industries in the PRC. Pursuant to such policies, PRC software developers are entitled to preferential treatments in value-added tax, income tax, export incentives and a number of other areas.

The Directors consider the Group to have the following principal strengths and competitive advantage:

• its business model comprising three inter-related and synergistic businesses, namely provision of ODM software, proprietary packaged software and system solutions, backed by an extensive library of software modules which can be customised to suit specific industries;
• the international brandnames of "Ezacc" and (Golding Software) and its track record in competing with overseas counterparts in the North American market;
• its capabilities to deliver its ODM and proprietary packaged software and system solutions with the latest Internet technologies from its research and development centre in Nanchang City, the PRC to its clients anywhere in the world in a timely and cost-efficient manner;

• the management's knowledge in the IT market trends as evidenced by the fact that certain ODM software of the Group may form part of the new products of the global leading technology vendors; and
• its established premium client base in North America and the PRC.

• Failure of the Group to recruit and retain such employees and technicians may have a material impact to the Group's business and operation.
• Should the Group fail to identify any new contracts or retain recurring contracts in the future, the Group's operations and results may be adversely affected.
• There is no guarantee that the expansion of the Group's business to such areas will be successful. If the investment of the Group in the new market, the prospects and the profitability of the Group may be adversely affected.
• The Group does not maintain may insurance against product liability and legal claims. Any imposition of liability on the Group may adversely affect the Group's business and results of operations.

The Group's strategy to provide ODM software on a wider range of business applications and continue to develop and maintain its library of software modules for the provision of ODM software and the development of its proprietary packaged software as well as system solutions with a shorter lead time for software development and in a cost-effective manner. The Group intends, leveraging on its technical competence and premium client base, to continue to expand its client base in respect of its business of provision of ODM software.

After the successful launch of the Group's packaged business management application software, the Group intends to continue to focus on the research, development and enhancement of existing application modules and new application modules such as middle ware for accessing and linking different database systems to the application software systems.

In order to establish itself as one of the leading ODM and proprietary business application software developers in the PRC for overseas and domestic clients and to cope with the anticipated increase in the demand for software products and services in North America and East Asia, the Group intends to expand its research and development department and has constructed a new building for use as a fully-equipped research and development centre in Nanchang City, the PRC.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$66.0 million (based on the offer price HK$0.40 per share). The Group at present intends to apply the net proceeds as follows: