• Sun Lianggui - 46.89% interest
• Wang Zhaobo - 12.06% interest
• Qingdao Yibei - 10.00% interest

The Group is a total business solutions provider in the PRC and is one of the market leaders in providing total business solutions to RCCs in the PRC. The Group is principally engaged in (i) the provision of total business solutions which includes the R&D and sale of proprietary software products and associated system integration services; (ii) the sale of hardware and software products which are developed by outsiders; and (iii) the provision of after-sale IT maintenance services. The Group is located in Qingdao City, Shangdong Province of the PRC. In 2003, Qingdao Zhongtian obtained the First class Certificate for Computer Information System Integration in the PRC.

Despite its capability in the provision of total business solutions to entities in other industries, the Group has been specializing in the provision of total business solutions to entities in the banking and finance sector in the PRC, particular the RCCs, during the Track Record Period. Turnover of the Group derived from RCCs amounted to approximately RMB16,421,000, RMB 90,980,000, RMB 99,399,000 and RMB 34,109,000 during the three years ended 31 December, 2003 and the three months ended 31 March 2004, respectively, representing 100%, approximately 99.6%, 90.9% and 89.3% of the Group�s total turnover during the respective periods.

According to the IDC Report, using the measurement of location coverage (i.e. the number of RCC locations covered by a solutions provider) as an indicator of market share, the number of locations of RCCs with solutions provided by the Group accounted for approximately 24% of the total number of locations of RCCs with solutions provided by the Group and other key players in the PRC as at 31 December, 2003, which is the highest among such key players. According to the IDC Report, the aggregate number of locations of RCCs with solutions provided by the top six software enterprises (including the Group and five other players) amounted to approximately 83% of the total number of locations of RCCs with solutions provided by the Group and other key players in the PRC as at December, 2003. In addition, according to Qingdao Software Industry Association («C®q¥«³n¥ó·~¨ó·|), Qingdao Zhongtian, the major operating subsidiary of the Group, was the most profitable software enterprise in Qingdao City in 2002 in terms of the absolute amount of net profit.

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

• The Group has been focusing on the provision of total business solutions to entities in the banking and finance sector in the PRC, particular RCCs. The Directors believe that the banking and finance sector in the PRC is one of the sectors which substantially invests in sophisticated IT applications and services. Mrs. Sun, the chairman of the Company, and the three other executive Directors have solid IT expertise and/or extensive experience in the banking and finance industry in the PRC with established networks of customers.
• During the Track Record Periods, the Group has successfully completed over 100 projects with an aggregated contract sum of over RMB 200 million and served over 2,700 RCCs in aggregate. The Directors consider that the Group has built up solid relationship with the RCCs in the PRC.
• Save for an executive Director, all the other executive Director have more than 10 years of experience in the PRC IT industry and/or related business and have been working together since 1994.
• The Group has developed a series of middleware products as well as application software products. The Directors believe that with the developed middleware technology, the Group is able to provide a wide range of business solutions to its customers and is not confined to provision of application software products.

• The Group's business relies on the PRC market
• The Group's success depends on its ability to attract and retain key management and qualified personnel
• The Group's results of operations may vary significantly from period to period
• The Group's reliance on major customers and the RCCs in the PRC
• The expenditures spent by the Group on R&D activities may not be able to translate into the Group's future profitability
• The Group may not be able to expand its business to industries other than the banking and finance sector according to its plan
• The PRC taxation benefits enjoyed by the Group cannot be indefinitely sustained in the future
• The dividend policy adopted by the Group in the past should not be used as a reference for the determination of the Group's future dividend policy

The objective of the Group is to become a leading total business solutions provider with nationwide brandname to provide products and services to customers in a wide range of industries. The Directors are of the view that banking and finance industry is an industry which requires a high quality of technical standard on its IT systems. Leveraging experience and expertise in the banking and finance industry, the Directors believe that the Group is well-equipped to further enhance its position in the banking and finance industry in the PRC and to develop its business in other industries.

In addition, as many of the RCCs in the PRC are still utilizing manual and/or standalone systems for their operations, which have currently not been connected with each other, these RCCs have imminent needs for electronics solutions to improve their operations efficiency. The Directors consider that the Group�s total business solutions services are able to help the RCCs meet the above requirement.

The Group intends to set up representative offices in the major cities of the PRC other than Qingdao City so as to (i) enhance the market share, (ii) strengthen the sales network of the Group, as well as (iii) provide better after-sale services to customers. The Group intends to set up representative offices in Jinan City of Shangdong Province, ShijiaZhuang City of Hebei Province, Zhengzhou City of Henan Province, Guangzhou City of Guangdong Province and Wuhan City of Hubei Province.

The Group will apply approximately HK$8.3million on the enhancement and upgrade of products in the existing banking and finance sector. The Director currently expected that the enhancement and upgrade of the products in the banking and finance industry will be completed by the first half of 2006.

To keep pace with market developments and to further raise the technical standards and quality of its products and services, the Group plans to further strengthen its R&D capability. To achieve this objective, the Group intends to (i) continue to upgrade the existing R&D facilities and equipment; (ii) employs more IT professionals; and (iii) provide training to its technical professionals.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$72 million On the basis of the Offer Price of HK$0.99 (being the mid-point of the indicative range of the Offer Price). The Group at present intends to apply the net proceeds as follows: