Major Shareholder:

• Mr. Poon Kwok Lim, Steven ¡V 57.44 % interest

Company Subsidiaries:

• Pacific Digitalis (HK) Limited (100.0%): Provision of web solutions and other Internet services
• Net2Voice (HK) Limited (49.0%): Voice and Language technology development
• Network Engineering Limited (100%): Provision of communication infrastructure services
• SinoWord CNW Publishing Limited (40%): Publish Newsweek Special Edition in Chinese language
• Shanghai WFOE (100%): Provision of I-Home Solution and online media content production, procurement and delivery.

The Group is engaged in communications and technology business, specialising in the provision of communications infrastructure services, application and development of content delivery technology and content production, procurement and delivery. The Group utilises and complements its experience and expertise in the above three business segments to converge traditional media and communication technology into new technology-based media which will make use of various communication infrastructures and traditional media distribution channels to deliver contents to users in the Greater China Region.

Since the Group's establishment in 1998, the Group has been providing communication infrastructure services for network carriers in Hong Kong. Up to the Latest Practicable Date, the Group had completed about 453 communication infrastructure projects for major network carriers. These projects involved the FTNS (wireline based and local wireless) network and cellular network deployment. Currently, the Group was appointed by one of the major local network operators to transform the existing network of the network operator to 3G networks.

The Group has acquired, developed and customised various content delivery technologies, which include Digital Rights Management, voice and language technology, cross platform broadcast and Internet multimedia broadcast. Utilising its expertise in communication infrastructure services and content delivery technologies, the Directors believe that the Group can provide competitive solutions to clients to satisfy their needs.

The Group currently owns and operates two content production studios in Hong Kong and Shanghai. These two content production studios are operated to produce audio and visual programs by production teams with channel hosts and guest appearances. The Group owns the contents provided by itself. The programs produced for MMChina, Shanghai Online II and subscribers to i-Home solution include live online show broadcasting, program post-production and encoding and partnership in program production.

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

• The Initial Management Shareholders, Directors and Shareholders possess good connections with the international business communities, especially in Hong Kong and the PRC;
• Professional management team;
• Proven track record in communications and technology business in Hong Kong;
• Strategic cooperation with reputable technology companies;
• Strategic cooperation with reputable international media companies;

• The Group operates in a highly competitive market;
• The Group may not be able to successfully implement its strategies and implementation plans;
• Reliance on a few major customers;
• The Group depends on its key executives and personnel;
• The Group may not be able to maintain its reputation and brand;
• There can be no assurance that the Group's strategy to grow by selectively pursuing acquisitions will be effective.

During the Track Record Period, the Group has developed its cross-platform broadcast technology to deliver content through mobile phone networks. As the Directors expect that 3G networks will become an effective platform for content delivery, the Group intends to enhance its technologies in the live broadcast applications on 3G networks by setting up a new department responsible for the development of content delivery applications on broadband and 3G networks.

To capitalize on the huge business opportunity created by the convergence of traditional media and communication technologies in the Greater China Region, the Group will continue to develop its cross-media content delivery business. The Group will develop electronic publishing platforms to be integrated with the communication technologies of the Group. The Group will continue to negotiate with traditional media to further expand its sources of content. The Group intends to introduce other well-known international magazines into the PRC media market in both printed and electronic forms.

Currently, the Group is receiving the transfer of the voice and language technologies from Net2Voice and will establish a joint venture with Net2Voice to further develop the sales of these language technologies in the Greater China Region. The technology transfer was completed in the third quarter of 2002. The Group intends to develop interactive voice response system and call centre by utilising text-to-speech and voice recognition technologies and provides these application solutions to corporate clients in the Greater China Region.

The Group plans to offer new products and services to meet the changing needs of its customers arising from the technological improvement and business expansion. Currently, the Group is preparing to cooperate with network equipment manufacturers to sell the network equipment to network operators in late 2002. A development centre will be established in the PRC to provide technology solutions services, as well as research and development, for the Group's products and services, including DRM clearance service.

As the financial strength of the Group will further be improved after the Listing, the Group will selectively pursue acquisition of small to medium sized media technology companies in the Greater China Region. The Directors are of the view that strategic acquisitions will assist the Group to develop its business. Currently, the Group is looking for media technology companies, which specialise in digital content production technologies, software platform management technologies and network equipment in support of content delivery on broadband network.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$62.8 million (based on the offer price HK$0.6 per share). The Group at present intends to apply the net proceeds as follows: