Ms. Wang Feixue-13.45% interest

Mr. Jin Jianlin -12.46% interest

Ms Hu Rong- 8.43% interest

Ms. Dong Ruping-7.58% interest

IDGVC-7.5% interest

Mr. Ying Zhaohui-7.21% interest

Grand Advance-6.75% % interest

Company Subsidiaries:

Modern Age Investments Limited 100%: Investment holding

Beijing Zhizhen Node Technology Company Limited 100%: Provision of telecommunications and Internet technologies related services and products

Shanghai Zhizhen Node Technology Company Limited 100%: Provision of telecommunications and Internet technologies related services and products

Great Process Limited: 100% Inactive

The Group is principally engaged in the development and provision of telecommunications operational support system ("OSS") products and solutions in the PRC. The Group¡¦s OSS products can help infrastructural telecommunications services providers to monitor, control, analyse, and manage problems within their telecommunications networks. There may be used for such activities including, but not limited to, ordering and network component tracking, usage tracking, billing and reporting.

OSS is a set of software programs that assist infrastructural telecommunications services providers to control, analyse and manage the problems within their telecommunications networks which include transport networks, voice networks and data networks, and problems in the process of provision of telecommunications related services. The Directors are of the view that OSS assists infrastructural telecommunications services providers to solve their problem at various levels in their business and operations, including but not limited to, (I) failure, performance and configuration problems of equipment, network and/or services; (II) problems in the process of operation management of the telecommunications network and services, including network and system management processes, services development and operation processes, customer care processes; and (III) problems of inventory management, including problems in the management of network inventory, service inventory and customer inventory. With the increasing investments in networks and equipment by infrastructural telecommunications services providers in the PRC, it is becoming increasingly important for these infrastructural telecommunications services providers to manage their services and network components.

The Group's mission is to assist infrastructural telecommunications services providers and private network operators, through the provision of industry-leading products, software solutions and services, to manage their business and monitor the traffic flow within their networks efficiently, thereby realizing the business value in their investment. According to the CCID Report, the Group was the second largest OSS software vendor in the PRC in 2003 in terms of market share, accounting for approximately 16.62%.

The Group has positioned itself as a total solution provider. It mainly utilizes its self-developed products and technology to provide total system solutions for infrastructural telecommunications services providers and telecommunications equipment providers with a principal focus on the provision of value-added products, namely OSS products and solutions.

The Group has principally been focusing on the business activity of the sale of self-developed software. Other activities including (I) sale of third party software and hardware in relation to system integration; (II) system integration; and (III) the provision of maintenance, training and other services that are incidental to and complementary with its focused business activity, that is the sale of self-developed software.

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

• The Group's ability to provide integrated OSS solutions to customers using its in-house developed OSS products gives it a competitive advantage over competitors that provide only project-based systems integration services or application software.
• The Group's proprietary application middleware. Based on the platform characteristics of the Group's application middleware, the Directors believe that the Group has the capability to quickly adapt to different needs of the OSS custoemrs.
• The Group's established relationships with its customers.
• The Group's well-established R&D expertise.
• The Directors consider that the Group's stringent quality control is an important competitive strength.

• The Group's revenue is geographically concentrated in the PRC.
• The Group may be subject to intense competition in the development of OSS solutions business.
• Certification for passing acceptance examination for leased properties of the Group.
• The Group distributed its software products before completing software products registration for relevant software products.
• Reliance on major clients
• Reliance on major suppliers
• Reliance on major strategic partners
• The Group's operations rely on contribution by certain key personnel
• The Group may be exposed to customers' credit risk
• The Group's need for addition financial, human and other resources to support future development.
• The Group may not be able to implement strategies for future growth
• Sustainability for turnover and net profits of the Group.
• Stability of the Group's turnover
• The Group may be exposed to risks related to R&D process.
• PRC taxation
• Dividends policy
• The Group may not be able to strictly implement its existing financial management policies.
• The Group may be unable to protect its intellectual property rights.

The Directors are of the view that the telecommunications sector in the PRC would further open up and offer business opportunities to both domestic and foreign entrants upon the Chinas accession to the WTO. Building on its already established product lines, custoemrs base and sales and marketing channels, the Group aims to become the leading OSS product and solutions providers in the PRC. To archive such objective, the Directors have formulated the following plan.

• To expand the Group's products and solutions portfolio
• To capture the opportunities with 3G network and services management
• To strengthen the Group's business relationship with strategic partners
• To enhance the Group's R&D capability
• To enhance the Group's sale and services network and market coverage
• To expand the Group's OSS laboratory
• To conduct the CMMI Level 3 project
• To provide continual training for the Group's staff

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$46 million based on the offer price HK$0.59 (the mid-point of the Offer Price Range) per share. The Group at present intends to apply the net proceeds as follows: