Major Shareholder:

• Vodatel Network Holdings Ltd ¡V 61.05% interest
• EForce Holdings Ltd ¡V 13.95% interest

Company Subsidiaries:

• MegaInfo Software Ltd (100%): Owner of intellectual rights
• MegaInfo Solutions Holdings Ltd (100%): Owner of intellectual property rights
• Zhuhai MegaSoft Software Development Ltd (100%): Provision of computer, software products, electronics, computer network, system engineering, computer industry control system, research and development of intellectualization system control of building, selling and providing related services and maintenance

Unlike the Vodatel Group which focuses on the constructions of public and wide area data networks, the Group is principally engaged in the provision of enterprise solutions with a focus on self developed digital image processing management applications. VodaImage and VodaMax, for telecommunication service providers and other enterprises in Macau and the PRC. The Group provides an integrated range of services from design of solutions to provision of the Group's image processing management applications, supply of hardware equipment, installation, integration and commissioning of solutions, after-sales support and maintenance services.

In China, the Group has adopted an indirect marketing approach i.e to appoint distributors, on a project by project basis, to market and sell its products. During the track Record period, in addition to selling to an independent domestic distributors in the PRC, the Group has appointed GVDL, a 54% indirectly-owned subsidiary of Vodatelm as its distributor in the Guangdong Provinces, the PRC, so as to take advantage of its established status within the telecommunications industry in the Guangdong Province, the PRC.

During the Track Record Period, the distributor sourced VodaImage and certain hardware (mainly scanners ) from the Group. Combined with other components and accessories, such as CD-ROM drive, power supply, controller card, PC, server and hard disk sourced from local suppliers in the PRC, the distributor provided complete and integrated enterprise imaging solution for sale to its end-users. The Distributor also provided installation, integration and commissioning services to its end-users with the supervision from the Group.

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

• Leveraging on the established relationship network of the Vodatel Group
• Expertise of the Group's executive Directors and senior management
• Quality assurance

• History of operating losses and net liabilities position
• Fluctuation in the timing of settlement of the Group's receivables
• Financial position of the Group
• Reliance on a major customer
• Reliance on a telecommunication service provider
• Fluctuation of profit margin with respect to the group's contracts

The Group's corporate mission is, by leveraging on the Group's relationship network established by the Directors and the senior management of the Group and by creating brand recognition, to become a well established, reputable provider of quality and higly scaleable enterprise solutions for selected vertical markets, targeting primarily at telecommunications industry, hospitals, laboratories and governmental authorities.

The Group will continue to expand its business, through direct marketing approach or indirect marketing approach to telecommunications service providers, enterprises and customers in selected vertical markets, such as hospitals, laborites and governmental authorities in Macau and the PRC in addition, by capitalizing on the relationship established by the Directors and senior management of the Group with telecommunication service providers in 20 provinces, municipalities and autonomous regions in the PRC.

In addition to setting up offices in Macau and Hong Kong, a nationwide support service centre will be set up in the Guangdong Provinces, the PRC, to position the Group as a local provider of enterprises solu7tions in the PRC. Moreover, the Group will set up representative offices in major provinces and municipalities, e.g. Zhejiang provinces and Shanghai, the PRC, and appoint distributors in selected vertical markets to build and expand the geographical network for the Group in the PRC.

In an effort to enhance and fortify the features and functionality's of the Group's enterprise solution, the Group will strengthen its R&D capability through recruitment of qualified software development engineers, provision of on-going training to them and collaboration with R&D institutes of universities or software companies.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$23.0 million (based on the offer price HK$0.25 per share). The Group at present intends to apply the net proceeds as follows: