Major Shareholder:

• Mr. Peng Gexiong - 54.07% interest
• Mr. Ye Jinxing¡V 14.12% interest

The Group is principally engaged in the provision, development and distribution of education software in the PRC. The Group's education software products are mainly developed to enhance the quality of education, the efficiency in preparation of school work and examinations and the management of school resources. The Group mainly distributes its education software on standard package basis and on project basis. The standard package education software is distributed under the brandname of "PIONEER'S"(®Õ¶é¥ý¾W). The Group also develops customised education applications on project basis in accordance with the specifications prescribed by the users.

Apart from developing education software, the Group has also utilised its experience and expertise in education software development and IT to provide network integration and IT services during the Track Record Period. Through provision of network integration services to schools, the Group intends to obtain their confidence in adopting its education software. In October 2002, the Group obtained the Qualification Certificate for Computer Information System Integration ' Third Grade Certificate(­pºâ¾÷«H®§¨t²Î¶°¦¨¸ê½èÃÒ®Ñ - ²Ä¤T¯ÅÃÒ®Ñ)from MII, by which the Group has recognised to be able to provide network integration services together with its IT consultancy services to SME. Such services, the Directors believe, are able to complement the sales and marketing of the Group's education software. The Directors confirmed that the Group has obtained all the licence, permit and/or certificate necessary for the conduct of its business operations during the Track Record Period.

The Directors believe that the success of the Group is attributable to the following factors:

• The Group has accumulated more than 6 years of experience in the development and distribution of computer software.
• The Group's products have been selected and authorised by the provincial Electronic Education Units of Jiangxi Province, Anhui Province and Hunan Province to be listed in their education software catalog. The Directors advised that the education software catalog is served as a reference for those primary and secondary schools to select and purchase education software through Electronic Education Units.
• The Group has developed a comprehensive series of education application and database software, mainly comprising lesson preparation, examination paper setting and database application systems and school administration.
• The Group's education software has won a number of awards and was recommended by Jiangxi Province Computer Users Association(¦¿¦è¬Ù­pºâ¾÷¥Î¤á¨ó·|) in 2003.
• The Group's capability of providing customised services for clients to meet their special requirements. The Group has a team of experienced programmers and engineers to ensure school clients to have confidence in adopting its software.
• The Group is well-positioned to market education software under the active government impetus in utilisation of IT in education.

• Reliance on key personnel
• Seasonal fluctuation of the Group's sales
• Potential product liability
• The Group may be liable for intellectual property infringement claims
• Concentration of the Group's turnover on its five largest customers
• The Group may be unable to launch new and market acceptable products
• Tenancy Agreements may be unenforceable against third parties
• The Group may not receive further government subsidy
• The Group's products may be unable to be listed on education software catalogues
• The Group may be unable to secure new contracts on project basis

The Directors believe that the continual enhancement of research and development is vital to the business development of the Group. The research and development department of the Group has worked closely with the sales and marketing staff to update the current customers needs, and to upgrade the functionality of tis existing products in accordance with such customers needs.

The Directors believe that the Group has established a strong presence in Jiangxi Province in the PRC. In order to become a national education software developer, the Group intends to further expand its sales and marketing network to the major provinces and cities in the PRC.

In accordance with the business plan of the Group, the Group will require a well-equipped area for product testing, training and demonstration.

In order to enhance the Group's productivity, it is the present intention of the Directors to use approximately HK$3.0 million to upgrade its equipment and IT infrastructure.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$18 million. The Group at present intends to apply the net proceeds as follows: