THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about thecontents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other independent financialadviser authorised for the purposes of the Financial Services and Markets Act 2000 who specialises in advising on the acquisition ofshares and other securities.

This document, which comprises an AIM admission document, is drawn up in compliance with the AIM Rules. This is not an approvedprospectus drawn up pursuant to Part 6 of the Financial Services and Markets Act 2000, has not been prepared in accordance with theProspectus Rules and as such has not been approved by the Financial Services Authority or by any other authority which could be a competentauthority for the purposes of the Prospectus Directive.

If you have sold or transferred all your Ordinary Shares in Cassian Investments plc, you should send this document, together with theaccompanying Form of Proxy, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to thepurchaser or transferee.

The Directors and Proposed Directors, whose names appear on page 4 of this document, accept responsibility individually and collectively forthe information contained in this document. To the best of the knowledge and belief of the Directors and Proposed Directors, who have takenall reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omitanything likely to affect the import of such information.

The Concert Party as defined on page 82 of this document, accept responsibility for the information contained in this document relating to theConcert Party. To the best of the knowledge and belief of the members of the Concert Party, who have taken all reasonable care to ensure suchis the case, the information contained in this document in relation to the Concert Party is in accordance with the facts and does not omitanything likely to affect the import of such information.

Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effectiveand that dealings in the ordinary share capital of the Company will commence on 19 March 2007.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached thanto larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority.A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only aftercareful consideration and, if appropriate, consultation with an independent financial adviser.

London Stock Exchange plc has not itself examined or approved the contents of this document.

YOUR ATTENTION IS DRAWN TO THE RISK FACTORS SET OUT IN PART III OF THIS DOCUMENT.

CASSIAN INVESTMENTS PLC(incorporated in England and Wales under registered number 3928553)

to be renamed ZTC Telecommunications plc Call of 1.5p per share due on the 201,915,000 A Shares

Acquisition of Praise Ease LimitedAdmission to trading on AIM

Nominated Adviser and Broker:

Corporate Synergy Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominatedadviser and broker to the Company in connection with the proposed admission of the Enlarged Share Capital to trading on AIM. Itsresponsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owedto the Company or to any Director or Proposed Director or to any other person in respect of his decision to acquire shares in the Company inreliance on any part of this document. No representation or warranty, express or implied, is made by Corporate Synergy Plc as to any of thecontents of this document (without limiting the statutory rights of any person to whom this document is issued). Corporate Synergy Plc willnot be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded tocustomers of Corporate Synergy Plc or for providing advice in relation to the contents of this document or any other matter.

Rawlinson & Hunter, which is regulated by the Institute of Chartered Accountants in England and Wales, is acting as Rule 3 adviser to theCompany in connection with the Proposals described in this document. No representation or warranty, express or implied, is made byRawlinson & Hunter as to any of the contents of this document (without limiting the statutory rights of any person to whom this document isissued). Rawlinson & Hunter will not be offering advice and will not otherwise be responsible to anyone other than the Company for providingthe protections afforded to customers of Rawlinson & Hunter or for providing advice in relation to the contents of this document or any othermatter.

This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, shares to any person in any jurisdictionto whom or in which such offer or solicitation is unlawful. The Ordinary Shares have not been, and will not be, registered under the UnitedStates Securities Act of 1933, as amended, or under the securities legislation of any state of the United States. The relevant clearances havenot been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no document in relation to theAdmission has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; and no registrationstatement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Ordinary Shares. Accordingly, subject to certainexceptions, the Ordinary Shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia or Japan oroffered or sold to a person within the United States or a resident of Canada, Australia or Japan.

Notices of an Extraordinary General Meeting and the Class Meeting of the Company, to be held at the offices of Fasken MartineauStringer Saul LLP, 17 Hanover Square, London W1S 1HU at 10.05 a.m. and 10.10 a.m. respectively on 14 March 2007 (or as soonthereafter as the annual general meeting convened for the same day shall have been concluded or adjourned) are set out at the end ofthis document. Shareholders will find enclosed a Form of EGM Proxy for use at the Extraordinary General Meeting and PartlyPaid Shareholders will find enclosed a Form of Class Meeting Proxy for use at the Class Meeting. To be valid, the Forms of Proxyshould be completed and returned in accordance with the instructions printed thereon as soon as possible and in any event so as to bereceived by the Company’s registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no laterthan 48 hours before the time appointed for holding the EGM. Completion and posting of the Forms of Proxy will not prevent aShareholder from attending and voting in person at the Extraordinary General Meeting, nor if applicable, a Partly Paid Shareholderattending and voting at the Class Meeting.

Section 4(f)

Rule 19.2

Rule: 24.2(d)(i)

CONTENTS

Page

Expected timetable of principal events 3

Admission statistics 3

Directors, Proposed Directors, secretary and advisers 4

Definitions 6

PART I Letter from the Chairman of the Company 11

PART II Information on Praise Ease 25

PART III Risk Factors 29

PART IV Accountant’s Report and Financial Information on the Company 35

PART V Accountant’s Report and Financial Information on Praise Ease 47

PART VI Additional information 65

Notice of Extraordinary General Meeting 96

Notice of Class Meeting 100

2

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of EGM Proxy 10.05 a.m. on 12 March 2007

Latest time and date for receipt of Forms of Class Meeting Proxy 10.10 a.m. on 12 March 2007

Latest time and date for payment of the Call 5 p.m. a.m. on 2 March 2007

Date on which A Shares are forfeited if amount due on Call is not made 14 March 2007

Extraordinary General Meeting 10.05 a.m. on 14 March 2007

Class Meeting 10.10 a.m. on 14 March 2007

Completion of the Praise Ease Acquisition 19 March 2007

Admission effective and commencement of dealings on AIM in the New Ordinary Shares 19 March 2007

ADMISSION STATISTICS

Introduction Price 20p

Number of New Ordinary Shares in issue prior to the Proposals assuming conversion of all the A Shares into Ordinary Shares pursuant to the Call and subsequent Consolidation, and assuming no new shares are issued pursuant to the Albany Subscription 23,682,515

Number of Initial Consideration Shares being issued pursuant to the Proposals 70,000,000

Number of New Ordinary Shares in issue immediately following the Proposals,and assuming no new shares are issued pursuant to the Underwriting Agreement 93,682,515

Percentage of Enlarged Share Capital represented by the InitialConsideration Shares, assuming no new shares are issued pursuant to the Underwriting Agreement 74.7 per cent.

Market capitalisation following the Proposals at the Introduction Price £18.7 million

Ticker ZTC

ISIN GB00B1RDDK95

3

DIRECTORS, SECRETARY AND ADVISERS

Directors: Oliver J Vaughan, (Non-Executive Chairman)Edward Vandyk, (Director)Alan D Pereira, (Director)

Proposed Directors: Frank Lewis (Non-Executive Chairman)Chaohui (aka Charles) Huang (Chief Executive Officer)Mark Syropoulo (Finance Director)Michael Liu (Executive Director)Dr Yi Xie (Non-Executive Director)

Company Secretary: Nigel R Gordon17 Hanover SquareLondon W1S 1HU

Proposed Company Secretary: Jeremy Gorman56 Queen Anne StreetLondon W1G 8LA

Registered Office: 17 Hanover SquareLondon W1S 1HU

Proposed Registered Office: 56 Queen Anne StreetLondon W1G 8LA

Nominated Adviser & Broker: Corporate Synergy Plc30 Old Broad StreetLondon EC2N 1HT

Solicitors to the Company: Fasken Martineau Stringer Saul LLP17 Hanover SquareLondon W1S 1HU

Solicitors to Praise Ease and Pritchard EnglefieldZhong Tian as to English Law: 14 New Street

London EC2M 4HE

Legal Advisers to Zhong Tian Boss & Young Attorneys at Lawas to PRC Law: 11th Floor China Merchants Tower

161 Lujiazui East RoadShanghai 200120PRC

Solicitors to the Nominated Adviser Reed Smith Richards Butler LLPand Broker: Beaufort House

15 St Botolph StreetLondon EC3A 7EE

Auditor and Reporting Accountant BDO Stoy Hayward LLPto the Company: Connaught House

Alexandra TerraceGuildfordSurrey GU1 3DA

Rule 24.2(a)

and (c) (ix)

4

Rule 3 Adviser: Rawlinson & HunterEagle House110 Jermyn StreetLondon SW1Y 6RH

Registrars: Capita RegistrarsThe Registry34 Beckenham RoadBeckenhamKent BR3 4TU

5

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

“A Shares” the 201,915,000 A ordinary shares of 2p each in the capital of theCompany currently in issue and credited as partly paid as to 0.5pper share

“Act” the Companies Act 1985, as amended and replaced from time totime

“Admission” admission of the Enlarged Share Capital to trading on AIMbecoming effective in accordance with Rule 6 of the AIM Rules

“AIM” the market of that name operated by the London Stock Exchange

“AIM Rules” the Rules governing the admission to, and operation of, AIMpublished by the London Stock Exchange

“Albany” Albany Capital plc, a company incorporated in England & Wales

“Albany Subscription” the subscription by Albany pursuant to the UnderwritingAgreement for such number of New Ordinary Shares at 20p pershare as would result in Albany’s aggregate holding of NewOrdinary Shares (when added to any New Ordinary Shares alreadyacquired by reason of it underwriting the Call), being 5,000,000New Ordinary Shares

“Articles” the Articles of Association of the Company adopted on 10 June2005

“Board” or “Directors” the directors of the Company, whose names are set out on page 4 ofthis document

“Call” the call made by the Company pursuant to this document requiringthe Partly Paid Shareholders to pay the unpaid amount of 1.5p duein respect of each of the A Shares

“Call Letter” the letter sent to each Partly Paid Shareholder with this documentshowing the number of A Shares held by such Partly PaidShareholder and total amount to be paid by such Partly PaidShareholder to the Company pursuant to the Call, together with thenotice of the Call given in this document

“CDMA” Code Division Multiple Access

“City Code” The City Code on Takeovers and Mergers

“Class Meeting” the class meeting of the Partly Paid Shareholders (or anyadjournment thereof) convened for 10.10 a.m. on 14 March 2007(or as soon thereafter as the EGM shall have been concluded oradjourned) to be held at the offices of Fasken Martineau StringerSaul LLP, 17 Hanover Square, London W1S 1HU by the noticewhich is set out on page 100 of this document

“Class Meeting Resolution” the resolution to be proposed at the Class Meeting

“Combined Code” the Combined Code on Corporate Governance published in June2006 by the Financial Reporting Council

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“Company” or “Cassian” Cassian Investments plc

“Completion” completion of the Praise Ease Acquisition

“Concert Party” as defined in paragraph 11.1 of Part VI of this document

“Consolidation” the consolidation of Existing Ordinary Shares as set out in thesection of Part I headed “Share Consolidation”

“Consolidated Ordinary Shares” ordinary shares of 10p each in the capital of the Company after theConsolidation

“Corporate Synergy” Corporate Synergy Plc, nominated adviser and broker to theCompany

“CREST” the computer based system and procedures which enable title tosecurities to be evidenced and transferred without a writteninstrument and which is operated by CRESTCo

“CRESTCo” CRESTCo Limited, a company incorporated under the laws ofEngland and Wales and the operator of CREST

“Deferred Consideration” a maximum of 15,000,000 New Ordinary Shares being issued to theVendors as detailed in section 4 of Part I of this document

“Deferred Shares” the deferred shares of 1p each in the capital of the Company thatwill arise (together with a fully paid Ordinary Share) on theconversion and subdivision of each A Share following the paymentup in full of the unpaid amount of 1.5p due in respect of each AShare

“Employees” the Directors and Giles Baker (a former director of the Company)

“Employee Warrants” the rights granted to the Employees to subscribe for OrdinaryShares at 2p per share at any time before 31 March 2010

“Employee Warrant Proposal” the basis on which the Employees were issued Employee Warrantsin consideration of the cancellation of their Warrants and FurtherSubscription Rights, as described in paragraph 10 of Part I of thisdocument

“Enlarged Group” the Company and its subsidiaries following completion of the PraiseEase Acquisition

“Enlarged Share Capital” the issued share capital of the Company at Admission as enlargedfollowing completion of the Praise Ease Acquisition and the AlbanySubscription

“Existing Ordinary Shares” the Ordinary Shares in issue on the date of this document

the extraordinary general meeting of the Company (or anyadjournment thereof) convened for 10.05 a.m. on 14 March 2007(or as soon thereafter as the annual general meeting of the Companyconvened for the same date shall have been concluded or adjourned)to be held at the offices of Fasken Martineau Stringer Saul LLP,17 Hanover Square, London W1S 1HU by the notice which is setout on pages 96 to 99 of this document

“FIE” Foreign Invested Enterprise

“Extraordinary General Meeting” or“EGM”

7

“Form of Class Meeting Proxy” the pink form of proxy enclosed with this document to Partly PaidShareholders for use in connection with the Class Meeting

“Form of EGM Proxy” the blue form of proxy enclosed with this document for use byShareholders in connection with the EGM

“Founders” AIB Worthytrust Limited, Brewin Nominees Limited, CorporateSynergy Plc and Pardeep Sandhu

“FSA” the UK Financial Services Authority

“Further Subscription Rights” a right, now all cancelled, issued by the Company which entitled theholder to subscribe for one Ordinary Share at 2p per share at anytime up to 1 November 2007 on the exercise of which it would havebeen issued four Warrants

“GSM” Global System for Mobile Communications

“Independent Shareholders” those shareholders entitled to vote on the Resolutions pursuant toparagraph 2(d) of Appendix 1 to the City Code

“Initial Consideration Shares” the 70,000,000 New Ordinary Shares to be issued on Admissionpursuant to the acquisition of Praise Ease

“Initial Investors” those persons who subscribed for an aggregate of 96,275,000Ordinary Shares in October 2000

“Initial Subscription” the subscription in October 2000 by the Initial Investors for96,275,000 Ordinary Shares at 2p per share, payable as to 0.5p onallotment

“Investment Period” the period, initially limited to 30 months from 29 November 2000but extended to 25 December 2004, the end of December 2006 andfinally 31 March 2007, during which the directors of the Companywould seek to identify a transaction to be entered into by theCompany and lay the proposals for such a transaction before theshareholders of the Company

“London Stock Exchange” London Stock Exchange plc

“New Ordinary Shares” ordinary shares of 10p each in the capital of the Company arisingon the Consolidation

“Non-Employee Warrant Proposal” the basis on which the holders of Warrants and Further SubscriptionRights (other, in each case, than the Employees) exercised Warrantsand Further Subscription Rights resulting in the issue of 9,410,155Ordinary Shares and agreed to cancel the balance of their Warrantsand Further Subscription Rights as described in paragraph 10 ofPart I of this document

“OEM” original equipment manufacturer

“Offer for Subscription” the offer of Ordinary Shares pursuant to the Prospectus

“Official List” The Official List of the UK Listing Authority

“Ordinary Shares” ordinary shares of 1p each in the capital of the Company

“Panel” The Panel on Takeovers and Mergers

“Partly Paid Shareholders” the holders of the A Shares

8

“Praise Ease” Praise Ease Limited, a company incorporated in Hong Kong

“Praise Ease Acquisition” the proposed acquisition by the Company of Praise Ease pursuant tothe Praise Ease Acquisition Agreement

“Praise Ease Acquisition Agreement” the conditional agreement dated 13 February 2007 between theCompany (1), Mr Chaohui Huang (2) and the Vendors (3) relatingto the Praise Ease Acquisition, a summary of the principal termsand conditions of which is set out in paragraph 13.7 of Part VI ofthis document

“PRC” or “China” The People’s Republic of China, excluding Hong Kong, Macau andTaiwan

“Proposals” the Praise Ease Acquisition, the Albany Subscription, the ShareOption Plan, the Waiver, the Consolidation, the change of name ofthe Company and Admission

“Proposed Directors” the proposed directors of the Company whose names are set out onpage 4 of this document

“Prospectus” the prospectus of the Company dated 29 November 2000

“Prospectus Directive” European directive No 2003/71/EC

“Prospectus Rules” rules made by the FSA pursuant to sections 73A(1) and (3) ofFSMA, as defined in section 417(1) of FSMA

“Registrars” Capita Registrars

“Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755)

“Renminbi” or “RMB” the lawful currency of China

“Resolutions” the resolutions of the Company set out in the Notice of EGM at theend of this document

“SAFE” PRC State Administration of Foreign Exchange

the scheme of arrangements entered into by Cassian pursuant tosection 425 of the Act, as described by paragraph 2 of Part VI of thisdocument

“Scheme Circular” the circular to shareholders dated 17 May 2005 seeking the approvalof Shareholders to the Scheme

“Scheme Share” the 201,915,000 partly paid Ordinary Shares held by the Partly PaidShareholders on the record date for the Scheme

“Shareholders” holders of Ordinary Shares and A Shares

“Share Option Plan” the ZTC Telecommunications Plc Unapproved Share Option Plan,the principal terms of which are set out in paragraph 6 of Part VI ofthis document

“UK” the United Kingdom of Great Britain and Northern Ireland

“UKLA” the FSA as the competent authority for the purposes of section 72of the Financial Services and Markets Act 2000

“Underwriting Agreement” the conditional agreement dated 13 February 2007, between theCompany (1) and Albany (2) relating to the acquisition by Albany

“Scheme” or “Scheme ofArrangements”

9

by Albany of all A Shares in respect of which full payment underthe Call is not made and which were therefore forfeited, and payingto the Company any unpaid amounts due in respect of A Sharesunder the Call, and relating to the Albany Subscription, details ofwhich are set out in paragraph 13.6 of Part VI of this document

“Vendors” the vendors of Praise Ease, being Tomorrow’s Focus Limited, Pan-Europe Capital Limited and Higher Performance Team Limited.Further details on the Vendors are set out in paragraph 11 of Part VIof this document

“Waiver” the conditional waiver by the Panel of the obligation of the VendorConcert Party that may otherwise arise under Rule 9 of the CityCode to make a mandatory cash offer for the issued Ordinary Sharesnot already owned by the Concert Party on Completion as set out inparagraph 11 of Part I of this document

“Warrants” a right issued by the Company which entitles the holder to subscribefor one Ordinary Share at 2p per share at any time before29 November 2007, further details of which are set out inparagraph 7 of Part VI of this document

“Whitewash Resolution” Resolution 2

“Zhong Tian” Shenzhen Zhong Tian Communication Equipments Co., Ltd, acompany incorporated in the PRC, the trading subsidiary of PraiseEase, engaged in the assembly of mobile phones

“ZTC” ZTC Telecommunications plc, the proposed name of the Companyto be voted on as part of resolution 8 at the EGM

10

PART I

Letter from the Chairman of the Company

CASSIAN INVESTMENTS PLC(Registered in England and Wales No. 3928553)

Directors: Registered Office:

Oliver Vaughan (Non-executive Chairman) 17 Hanover SquareEdward Vandyk (Executive Director) London W1S 1HUAlan Pereira (Non-Executive Director)

Proposed Directors:

Frank Lewis (Non-Executive Chairman)Charles Huang (Chief Executive Officer)Mark Syropoulo (Finance Director)Michael Liu (Executive Director)Dr Yi Xie (Non-Executive Director)

To Shareholders and, for information only to the holders of Warrants and Employee Warrants

13 February 2007

Dear Shareholder

PROPOSED ACQUISITION OF PRAISE EASE, CHANGE OF NAME ANDADMISSION TO AIM

1. INTRODUCTION

I am delighted to inform you that Cassian has entered into a conditional agreement to acquire the entireissued share capital of Praise Ease. Praise Ease is the Hong Kong based holding company of Zhong Tian, amobile phone manufacturer based in Shenzen, PRC.

The consideration for the Praise Ease Acquisition is to be satisfied by the issue of 70,000,000 New OrdinaryShares to the Vendors, credited as fully paid at 20p on Completion, therefore valuing such consideration at£14,000,000. A deferred consideration of up to 15,000,000 additional New Ordinary Shares will be payabledependent on profits for the year ending 30 June 2007. Further details can be found in paragraph 13.7 of PartVI of this document.

In connection with the Praise Ease Acquisition, the Company is also proposing the following:

• the Consolidation, by which every ten issued Ordinary Shares of 1p will be consolidated so as tobecome one ordinary share of 10p;

• the Albany Subscription;

• the Company change its name to ZTC Telecommunications plc;

• to seek a waiver of Rule 9 of the City Code as a result of the Acquisition (“Waiver”); and

• to apply for admission of the Enlarged Share Capital to AIM.

The Proposals are conditional, inter alia, on Shareholder approval. The purpose of this document is to giveyou details of the Proposals and to recommend you vote in favour of the Resolutions to be proposed at theEGM, notice of which is set out at the end of this document, and to make the Call in order to effect the PraiseEase Acquisition.

Rule 24.2(d)(ii)

11

The Praise Ease Acquisition will result in the Concert Party owning more than 30 per cent. of the EnlargedShare Capital, and so would require an offer to be made by the Concert Party unless a waiver of this rule isgranted by the Panel. The waiver by the Panel of the application of Rule 9 requires the approval of theShareholders. In addition, the Directors consider it appropriate to change the Company’s name onCompletion to ZTC Telecommunications plc to reflect the Praise Ease Acquisition.

2. BACKGROUND

Cassian was incorporated in 2000 as a cash shell in order to identify a single transaction whereby theCompany would acquire, or would be acquired by, an undertaking suitable for admission to the Official Listor AIM.

Under the terms of the Offer for Subscription in Cassian in 2000, the directors of the Company undertook toconvene a general meeting of the Company to consider the future of the Company if no suitable transactionhad been identified within 30 months of the date of that document. That period expired on 29 May 2003, buthas been extended by a series of resolutions passed at a number of general meetings of the Company andnow expires on 31 March 2007.

Cassian has not carried on any trade or business since its incorporation in 2000 and has no employees. TheDirectors believe that Praise Ease is a suitable acquisition for the Company. Following Admission, theCompany’s business will become that of Praise Ease.

3. REASONS FOR THE ACQUISITION

Zhong Tian, the trading subsidiary of Praise Ease, is located in the Longgang District of Shenzhen, Chinaand designs, assembles and distributes mobile telephone handsets. The company, founded in June 2003,commenced business as an OEM handset distributor with an initial focus on southern China. The scope andnature of the business changed fundamentally in 2005, when Zhong Tian was awarded a handsetmanufacturing license, enabling the company to design, assemble and market its own handsets under the“ZTC” brand. The company has developed an extensive distribution network in China and achieved sales ofRMB195 million (around £13 million) and net profit of RMB26 million (around £1.7 million) in the yearended June 2006.

In order to manufacture mobile handsets in the PRC, a company is required to be issued with a governmentlicence. At the end of October 2006 the central government had issued a total of 80 manufacturing licencesof which, the Proposed Directors believe, 24 are estimated to be currently active. The remaining licenceholders include eight foreign firms such as Siemens and Ericsson with the balance being domestic. Theacquisition of a manufacturing licence has improved Zhong Tian’s competitive position, enabled it to directlycontrol many of its costs leading to an increased profit margin and has created the opportunity tomanufacture for OEM’s to fully utilise its production capacity if necessary.

In addition to revenues from the sale of mobile handsets, on 10 March 2006 Zhong Tian entered into anagreement with SINA.COM (“SINA”), one of the largest internet portals and wireless content providers inChina. The agreement allows for SINA’s customised software to be embedded in Zhong Tian java enabledphones allowing access to the portals’ wireless value added multimedia services. Zhong Tian and SINA sharethe revenues generated by these services.

The Praise Ease Acquisition and Admission will assist Zhong Tian in its development by:

• providing capital to assist Zhong Tian in developing new product designs and expanding into new andexisting markets;

• raising the profile of Zhong Tian generally and within its sector; and

• enabling Zhong Tian to attract and retain good quality high level staff by offering equity incentivesthrough employee share options.

Rule 24.1(d)

12

The Directors have no plans for the redeployment of the Company’s fixed assets nor plans to move PraiseEase’s or Zhong Tian’s operations from their current locations. As a result of the Proposals the Company’sbusiness model will become that of Praise Ease.

4. DETAILS OF THE PRAISE EASE ACQUISITION

The Company has conditionally agreed to acquire the entire issued share capital of Praise Ease pursuant tothe Praise Ease Acquisition Agreement.

The consideration for the Praise Ease Acquisition is to be satisfied by the issue, credited as fully paid, of70,000,000 New Ordinary Shares at 20p per share to the Vendors, and up to a further 15,000,000 NewOrdinary Shares depending on the post tax profits of Zhong Tian for the year ending 30 June 2007 beingequal to RMB35,000,000. In the event that such post tax profits for the period are less than RMB35,000,000the Deferred Consideration will decrease on a stepped basis. In the event that such post tax profits for theperiod are less than RMB27,500,000, no Deferred Consideration will be payable.

The Initial Consideration Shares will rank pari passu in all respects with the New Ordinary Shares.

The Praise Ease Acquisition is conditional, inter alia, on:

• the passing at the EGM of the Resolutions;

• obtaining the Waiver; and

• Admission.

Summaries of the principal terms of the Praise Ease Acquisition Agreement and the Admission Agreementare set out in paragraphs 13.7 and 13.11 respectively of Part VI of this document.

5. DIRECTORS, PROPOSED DIRECTORS AND KEY EMPLOYEES

On Admission, Edward Vandyk, Alan Pereira and I will resign as Directors of the Company and the ProposedDirectors will be appointed. Details of the Directors and Proposed Directors are set out below:

Directors

Oliver Vaughan (Aged 60)

I am the chairman of Corporate Synergy Group Plc (the parent company of Corporate Synergy) whose sharesare traded on AIM. Corporate Synergy Plc is a rapidly growing advisory and stockbroking business based inthe City of London. I am also Chairman of Albany Capital Plc, an AIM quoted investment company.

I have an extensive background investing in and being a director of AIM listed companies. I co-foundedJuliana’s Holdings plc in 1968, a holding company with interests in the leisure industry of which I wasmanaging director for 23 years. I saw it through to flotation on the London Stock Exchange in 1983, priorto its acquisition by Wembley plc in 1989, on whose board I then served for the next two years. I am also anon-executive director of Redstone plc.

Edward Vandyk (Aged 58)

Edward Vandyk is currently the chief executive of Corporate Synergy Group Plc which is quoted on AIMand has a market capitalisation of approximately £40 million, although he is stepping down from thatposition in March 2007. He founded Corporate Synergy plc, the principal operating subsidiary of CorporateSynergy Group plc in 1992. In 2006 Corporate Synergy Group Plc acquired Rowan Dartington & CoLimited, an established retail stockbroker, for £13.4 million and raised over £13 million of new equitycapital. He is medically qualified and practised as a doctor for a number of years whilst pursuing a parallelcareer in business, to which he has devoted himself solely for the last 17 years. He has been a director of anumber of quoted companies and has operated in regulated corporate finance businesses almost continuouslysince 1985. He has overall responsibility for Corporate Synergy Group Plc and its subsidiaries, in particular

13

as regards formulation and implementation of strategy, including the acquisition of businesses to create anintegrated financial services group. Edward is also a non-executive director of Mulberry Group plc.

Alan Pereira (Aged 57)

Mr Pereira is a qualified chartered accountant (F.C.A). He has worked at several multi-national companies,including Dupont UK Holdings Limited and Canon (UK) Limited. He was finance director of InternetTechnology Group plc, Keystone plc, e-capital investments and ukbetting plc, where he assisted with theadmission of these and other companies to trading on AIM.

Proposed Directors

Frank Lewis, Non-executive Chairman (Aged 61)

Mr Lewis has over 25 years of experience in both listed and private companies. He has held a number ofboard positions as Chairman and non-executive director both in the UK and abroad with growing, mid-market companies. Frank is currently a non-executive director of a number of AIM-listed companiesincluding Teleset Networks Public Company Limited, a Cypriot holding company for a Russiantelecommunications group, MTI Wireless Edge Ltd, a manufacturer of sophisticated antennas and antennasystems and Polymer Logistics N.V., a provider of ‘one-touch’ logistics solutions. Frank is a fellow of theInstitute of Chartered Accountants of England and Wales and a member of the South African Institute ofChartered Accountants.

Mr. Chaohui (aka Charles) Huang, Chief Executive Officer (Aged 39)

Mr. Huang has over 20 years experience in telecom and communication business in China. He engaged inmilitary communications during his service in the Army from 1983 to 1987. Thereafter he was engaged in afamily business involved in the distribution of telephone handsets and terminal products. In 1995 he joinedTELSDA Group a manufacturer of mobile handsets, as vice president. Mr. Huang founded Zhong TianCommunication Equipment Co., Ltd. in 2003.

Dr Yi Xie, Non-executive director (Aged 49)

Dr Xie graduated from the Beijing University of Posts and Telecommunications where he obtained aDoctorate Degree. Dr Xie has over 20 years research and development experience in the informationtechnology industry. He has specialised in Optical Communication and Communication Protocols. Dr. Xieis the vice-president of China Academy of Telecommunication Research Institution, a subsidiary of theMinistry of Information Industry of China. He also the chairman of TC9 of China CommunicationsStandards Association and the chairman of the China Testing Forum for Telecommunication Terminals.

Mark Syropoulo BSc Hons.(Aged 55)

Mr Syropoulo has had thirty years experience in stock broking, finance or executive positions primarily inthe resources sector in Africa, Australia, USA, UK and Asia. From 1987-1993 he was managing director ofLondon listed Anglo Pacific Resources Plc which was an associate company of Anglovaal Ltd. Mark has hadten years experience investing in Chinese publicly quoted equities and was a non-executive director of AIMlisted Caledon Resources Plc a China focused gold explorer from 2005 to December 2006. He has completedMandarin studies through University of California, Berkeley, and at the Beijing Language and CulturalUniversity.

Michael Liu (Age 44)

Mr Liu has over 20 years experience in general management, investment and finance, marketing and sales,and project management in North America and China. From 1993 to 2001, he was general manager for theChina operations of CNT Group, a TSX main board listed firm. Michael has been a director of TSXV listedPacific Imperial Mines Ltd since 2004 and a director of TSXV listed International Barytex Resources Ltdsince March 2006. Michael has an MBA from the University of British Columbia.

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6. NOTICE OF CALL

There are 201,915,000 A Shares in issue. The A Shares (which have a nominal value of 2p each) have exactlythe same rights as the Ordinary Shares (which have a nominal value of 1p each) as to voting, income andcapital rights. Under the terms of the Scheme all of the A Shares were issued credited as partly paid as to0.5p per share. When the balance of 1.5p per A Share is paid up by or on behalf of the holder thereof suchfully paid A Share of 2p will automatically be divided into one fully paid Ordinary Share (of 1p) and onefully paid Deferred Share (of 1p).

The Company is calling the balance of 1.5p due on each of the A Shares. The Call will therefore raise£3,028,725 before expenses.

The Directors have the power to make the Call at any time, although the Partly Paid Shareholders will recallthat the Prospectus envisaged the call being made in anticipation of either making an acquisition or beingacquired, and the consequent admission of the Company to the Official List or AIM. A potential investeecompany (i.e. Praise Ease) has now been identified and it is the intention of the Directors to make anapplication for the New Ordinary Shares to be admitted to trading on AIM.

The Call is conditional on the Resolutions and the Class Meeting Resolution being passed.

The Call and consequences of non-payment

This document constitutes notice by the Company to the Partly Paid Shareholders that, by a resolutionof the Directors of the Company passed on 13 February 2007 and in accordance with the Articles ofAssociation of the Company, all of the Partly Paid Shareholders are required to pay up the balance of1.5p per share payable on the A Shares held by them. The Partly Paid Shareholders should be awarethat, if they fail to pay the Call, they will forfeit the 0.5p per A Share already paid and the A Sharesheld by them.

The Call is conditional upon the Resolutions and the Class Meeting Resolution all being duly passedon or before 31 March 2007. If such resolutions have not been duly passed by 31 March 2007, themoney raised by the Call will be returned, without interest, by post to the holders of Partly Paid Sharesat the risk of such holders.

Holders of A Shares should note that failure to pay the unpaid balance will, provided the Resolutionsand the Class Meeting Resolution are all duly passed on or before 31 March 2007 and following anotice of forfeiture being served upon defaulting shareholders, render them liable to forfeiture of theirA Shares. In that event they will be sold to Albany, at a price of 1.5p per share. In the case of forfeiture,a defaulting shareholder of A Shares will receive no payment and, in particular, will not receive thereturn of the 0.5p per A Share already paid. However, whilst defaulting shareholders wouldtechnically remain liable to pay the balance of 1.5p per A Share following their forfeiture, it would bethe Directors’ intention to waive enforcement of the payment of such balance on their sale to Albany.

Your attention is drawn to the Risk Factors set out in Part III of this document.

How to pay the Call

The total number of A Shares registered in your name and the aggregate amount which you are required topay pursuant to the Call is shown at the top of the enclosed Call Letter.

Under the Money Laundering Regulations 2003, Capita IRG Plc (Capita) may be required to check theidentity of persons who are required to pay in excess of the sterling equivalent of Euro 15,000(approximately £10,007) under the Call.

Capita may therefore undertake electronic searches for the purposes of verifying identity. To do so Capitamay verify the details against the Partly Paid Shareholder’s identity, but also may request further proof ofidentity. Capita reserve the right to withhold any entitlement (including any refund cheque) until suchverification of identity is completed to its satisfaction.

15

Payments must be made by cheque or bankers’ draft in pounds sterling drawn on a branch in the UnitedKingdom of a bank or building society. Cheques, which must be drawn on the personal account of theindividual investor where they have sole or joint title to the funds, should be made payable to Capita IRGPlc A/C “Cassian Investments PLC”. Third party cheques will not be accepted with the exception of buildingsociety cheques or bankers’ drafts where the building society or Bank has confirmed the name of the accountholder by stamping or endorsing the building society cheque/bankers’ draft to such effect.

The Call has been fully underwritten by the Albany for no fee. Albany has reserved the right to sub-underwrite its obligations under the Underwriting Agreement.

The Underwriting Agreement provides that Albany shall also subscribe at 20p per share for such number ofNew Ordinary Shares as would result in Albany’s aggregate holding of New Ordinary Shares (when addedto any New Ordinary Shares acquired by Albany by reason of it underwriting the Call) being 5,000,000 NewOrdinary Shares.

The Directors will notify Albany of its obligations under the Underwriting Agreement. Albany willdetermine the allocation, if any, it will make to sub-underwriters.

Further details of the Underwriting Agreement are set out in paragraph 13.6 of Part VI of this document.

The holders of Partly Paid Shares should note that if the Call remains unpaid on the date of forfeiturethen their shares will be forfeited and they will no longer be entitled to attend at or vote at any AGMor EGM.

7. THE COMPANY’S SHARE CAPITAL

Conversion of A Shares into Ordinary Shares and Deferred Shares following the Call

Provided that the Class Meeting Resolution is passed, on the first day immediately following the date onwhich all amounts outstanding in respect of the A Shares have been paid in full pursuant to the Call, each ofthe A Shares of 2p shall be automatically sub-divided and converted into:

(a) one Ordinary Share ranking pari passu in all respects and forming part of one uniform class with thefully paid Ordinary Shares then in issue; and

(b) one Deferred Share, and so that the rights attaching to the Deferred Shares shall be as follows:

(i) no dividend or other distribution shall be paid or made in respect of the Deferred Shares;

(ii) the holders of Deferred Shares shall not be entitled to receive notice of, or to attend or vote at,any general meeting of the Company;

(iii) on a return of capital whether on a winding-up or otherwise the holders of the Deferred Sharesshall be entitled to receive only the amount credited as paid up on each share but only after theholder of each Ordinary Share shall have received the amount paid up or credited as paid up onsuch a share together with the payment of £1,000,000 per share but the holders of the DeferredShares shall not be entitled to participate further; and

(iv) the creation of the Deferred Shares by conversion as described above, shall be deemed to conferirrevocable authority on the Company at any time thereafter to appoint any person to executeon behalf of the holders of such shares a transfer and/or an agreement to transfer the same,without making any payment to the holders thereof, to such persons as the Company maydetermine and to acquire the same in accordance with the provisions of the Act without makingany payment to the holders thereof and pending such transfer and/or cancellation to retain thecertificates (if any) thereof.

It is the intention of the Directors that the Deferred Shares will be acquired and cancelled before Admissionand a copy of the agreement to acquire the Deferred Shares will be available for inspection at the Company’sregistered office up to and including the date of the EGM.

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Within 20 days immediately following conversion, the Company shall forward to the relevant holders freeof charge definitive certificates for the appropriate number of New Ordinary Shares arising on conversion.The Company shall be under no obligation to any holder of Deferred Shares to issue any certificate in respectthereof.

If the Class Meeting Resolution is not passed, the conversion of fully paid A Ordinary Shares into OrdinaryShares and Deferred Shares will take place on the twenty-eighth day after the date on which all outstandingamounts due on such shares were paid in full (as envisaged in Cassian’s Articles of Association).

Share Consolidation

In order to improve marketability of the Company’s shares, the Company is proposing to consolidate ten ofeach Ordinary Shares into one New Ordinary Share of 10p each with effect from 6.00 p.m. on 15 March2007. Thus, following the Consolidation, Shareholders and Partly Paid Shareholders who have responded tothe Call Letter will own one tenth of the number of Existing Ordinary Shares or, as the case may be, A Sharesthat they currently own. Fractions arising from the Consolidation will be aggregated and sold in the marketand the net sale proceeds will be retained and applied for the benefit of the Company.

Every ten of the unissued Existing Ordinary Shares will be consolidated into one New Ordinary Share of10p.

8. ADMISSION TO AIM

Application will be made to the London Stock Exchange for all of the New Ordinary Shares (including thosethat will be in issue immediately following the conversion of A Shares into Ordinary Shares and DeferredShares following the Call), the Initial Consideration Shares and the New Ordinary Shares, if any, to be issuedpursuant to the Albany Subscription to be admitted to trading on AIM. Admission is expected to becomeeffective and trading in the New Ordinary Shares to commence on 19 March 2007. On the same day theCREST accounts of Albany and of those holders of A Shares who have paid the Call in respect of their AShares in full and have indicated that they wish to hold their New Ordinary Shares in uncertificated form willbe credited with the New Ordinary Shares to which they are entitled.

Certificates for the New Ordinary Shares created on the conversion of A Shares into Ordinary Sharesfollowing payment of the amount due on all of the A Shares, and the subsequent consolidation of OrdinaryShares into New Ordinary Shares, will be despatched to the persons entitled thereto by no later than 2 April2007, but no certificates will be despatched in respect of any holdings of Deferred Shares.

9. CREST

CREST is a paperless settlement enabling securities to be evidenced otherwise than by certificate andtransferred otherwise than by written instrument in accordance with the Regulations. The Company’sArticles of Association permit its shares to be evidenced in uncertificated form in accordance with theRegulations.

The Directors have applied for the New Ordinary Shares to be admitted to CREST with effect fromAdmission and CRESTCo Limited has agreed to such admission. Accordingly, settlement of transactions inthe New Ordinary Shares following Admission may take place within the CREST system if the relevantShareholders so wish.

CREST is a voluntary system and holders of New Ordinary Shares who wish to receive and retain sharecertificates will be able to do so.

All of the New Ordinary Shares will be in registered form and no temporary document of title will be issued.

10. WARRANTS AND FURTHER SUBSCRIPTION RIGHTS

It is a condition of the Praise Ease Acquisition Agreement that the dilutive effect of the Warrants and FurtherSubscription Rights be reduced.

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The Non-Employee Warrant Proposal

On 19 December 2006 a letter was sent by Edward Vandyk to all of the holders of Warrants and FurtherSubscription Rights (other than the Employees) in which it was proposed that one-eighth of all the Warrantsand all of the Further Subscription Rights (other than, in each case, those held by the Employees) and theWarrants arising on the exercise of such Further Subscription Rights be exercised at 2p per share and that theremaining seven-eighths of all the Warrants and all of the Further Subscription Rights (other than those heldby the Employees) be cancelled by executing a deed of cancellation in consideration of the Companyagreeing to pay two-sevenths of a penny for every Warrant cancelled and one and three-sevenths of a pennyfor every Further Subscription Right cancelled (“the Non-Employee Warrant Proposal”).

In other words, under the Non-Employee Warrant Proposal:

• for every block of eight Warrants held a holder of Warrants would exercise one Warrant and wouldpay 2p for the one Ordinary Share deriving from such exercise and would receive an aggregate of 2pas consideration for the remaining seven Warrants in such block i.e. there would be no net cost to aholder of Warrants; and

• for every block of eight Further Subscription Rights held a holder of Further Subscription Rightswould exercise one Further Subscription Right and the four Warrants arising on the exercise of suchFurther Subscription Right and would pay 10p for the five Ordinary Shares deriving from suchexercise and would receive an aggregate of 10p as consideration for the remaining seven FurtherSubscription Rights in such block i.e. there would be no net cost to a holder of Further SubscriptionRights.

Where the number of Warrants or Further Subscription Rights held by a holder was not an exact multiple ofeight the number of Warrants or Further Subscription Rights held over and above the nearest (but lower)multiple of eight would be cancelled for nil consideration.

The Company realised that holders of Warrants or Further Subscription Rights may not wish or be able towrite a cheque in order to exercise his Warrants or Further Subscription Rights and the Warrants arising onthe exercise of such Further Subscription Rights and so the Company arranged for these amounts to be paidon behalf of such holders on the basis that any amounts paid would be repaid out of the proceeds ofcancellation of the Warrants and Further Subscription Rights because, for each holder, the cost of exercisingWarrants or Further Subscription Rights and the Warrants arising on the exercise of such FurtherSubscription Rights would be the same as proceeds of cancellation to be received by each such holder.

The Non-Employee Warrant Proposal was accepted by the holders of 41,531,250 Warrants (which, togetherwith the 31,250,000 Warrants that were held by Employees, represented 89.1 per cent. of the number ofWarrants in issue) and 6,750,000 Further Subscription Rights (which, together with the 6,250,000 FurtherSubscription Rights that were held by Employees, represent 100 per cent. of the number of FurtherSubscription Rights in issue). Accordingly, as result of such acceptance of the Non-Employee WarrantProposal 5,191,405 Warrants representing 6.4 per cent. of the number of Warrants in issue) and 843,750Further Subscription Rights (and the four Warrants arising on the exercise of such Further SubscriptionRight) were exercised resulting in a total of 9,410,155 Ordinary Shares being issued.

Number heldby non-

employeeWarrant or

FurtherSubscription Number

Right holders Number Number to outstandingNumber in issue who accepted exercised as Number of be cancelled after

held by non- the Non- per Non- Ordinary as per Non- Non-employees prior to employee employee Shares issued Employee Employee

Non-Employee Warrant Warrant as a result Warrant WarrantWarrant Proposal Proposal Proposal* of exercise Proposal Proposal

Warrants 50,443,750 41,531,250 5,191,405 5,191,405 36,339,845 8,912,500Further Subscription Rights 6,750,000 6,750,000 843,750 4,218,750 5,906,250 0

* Being one in eight of the number held by non-employee Warrant or Further Subscription Right holders who accepted the Non-Employee Warrant Proposal.

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The Employee Warrant Proposal

It was originally envisaged that all holders of Warrants and Further Subscription Rights would be treated thesame i.e. the Warrant Proposal would apply to everyone. However, the Company was advised that whereholders could be said to have received their Warrants or Further Subscription Rights by virtue of theiremployment a charge to income tax would arise by reference to the value of the Ordinary Shares issued. TheCompany could then have to account to HMRC for PAYE and national insurance on the amount charged toincome tax. In other words, structuring the warrant proposals that way in relation to employees would resultin an immediate requirement for the Company to make a cash payment. The Company was advised that forincome tax purposes directors are treated as in employment by the Company and therefore that this treatmentwould apply to any Ordinary Shares issued under the Non-Employee Warrant Proposal to any of theEmployees.

The Non-Employee Warrant Proposal was therefore modified for the Employees and, instead, each of theEmployees received one Employee Warrant for every two Warrants held and five Employee Warrants forevery two Further Subscription Rights currently held. The Company was advised that this proposal (“theEmployee Warrant Proposal”) would not result in an immediate requirement for the Company to make a cashpayment. The tax treatment would still be the same when the Employee Warrants are exercised, and it wastherefore a condition of the issue of the Employee Warrants that the recipient of the Employee Warrantsindemnified the Company against liability for tax, and enters into a separate election available regardingnational insurance whereby the Company’s national insurance liability on such exercise is transferred to therecipient of the Employee Warrants. In the letter sent to Warrantholders on 19 December 2006 it was statedthat the implementation of the Employee Warrant Proposal would be conditional on Admission. However, asit is the intention of the Directors to wind up the Company if Admission does not take place, it wasconsidered that it would be appropriate to implement the Employee Warrant Proposal before this documentwas sent to Shareholders.

Edward Vandyk and I each held 12,500,000 Warrants and 3,125,000 Further Subscription Rights. Therefore,under the Employee Warrant Proposal we each received 14,062,500 Employee Warrants. Alan Pereira held1,250,000 Warrants (and no Further Subscription Rights) and so under the Employee Warrant Proposal hereceived 625,000 Employee Warrants. Giles Baker held 5,000,000 Warrants (and no Further SubscriptionRights) and so under the Employee Warrant Proposal he received 2,500,000 Employee Warrants.

Number of Number of Warrants Further Number of

held by Number of Subscription Employeeemployees Employee Rights held by Warrants

prior to the Warrants employees prior issued for Total NumberEmployee issued to the Employee Further of Employee

Warrant for cancelling Warrant Subscription WarrantsProposal Warrants* Proposal Rights** issued

Oliver Vaughan 12,500,000 6,250,000 3,125,000 7,812,500 14,062,500Edward Vandyk 12,500,000 6,250,000 3,125,000 7,812,500 14,062,500Alan Pereira 1,250,000 625,000 0 0 625,000Giles Baker 5,000,000 2,500,000 0 0 2,500,000

* Being one half the number of Warrants held by employees.

** Being one half five times the number of Further Subscription Rights held by employees, as each Further Subscription Right isconvertible into one Ordinary Share and four Warrants.

Remaining Warrants and Further Subscription Rights

As result of the implementation of the Non-Employee Warrant Proposal and the Employee Warrant Proposal,8,912,500 Warrants remain unexercised and there are no longer any Further Subscription Rights in issue.

11. WAIVER OF RULE 9 OF THE CITY CODE

The terms of the Proposals set out in this letter give rise to certain considerations under the City Code. Briefdetails of the Panel, the City Code and the protection they afford are given below.

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The City Code does not currently have the full force of law. It has, however, been acknowledged by bothgovernment and other regulatory authorities that those who seek to take advantage of the facilities of thesecurities markets in the United Kingdom should conduct themselves in matters relating to takeovers (andrelated transactions) in accordance with high business standards and according to the City Code.

The City Code is issued and administered by the Panel. The City Code applies to all listed or unlisted publiccompanies registered in the United Kingdom (and to private companies in certain circumstances) and, wherenot listed on a regulated market, are considered by the Panel to have their place of central management andcontrol in the United Kingdom. The Company is a public company registered in the United Kingdom andmanaged and controlled in the United Kingdom and as such its Shareholders are therefore entitled to theprotections afforded by the City Code.

Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series oftransactions over a period of time, an interest in shares which (taken together with shares in which personsacting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company, thatperson is normally required by the Panel to make a general offer, in cash, to the shareholders of that companyto acquire the balance of the equity share capital and any other class of transferable security carrying votingrights of the company at the highest price paid by that person or any person acting in concert with him in theprevious 12 months.

Rule 9 of the City Code further provides that, inter alia, where any person who, together with persons actingin concert with him is interested in shares which in aggregate carry, not less than 30 per cent. of the votingrights of a company but does not hold shares carrying not more than 50 per cent. of such voting rights andsuch person, or any such person acting in concert with him, acquires an interest in additional shares whichincrease his percentage of shares carrying voting rights, such person is normally required by the Panel tomake a general offer to the shareholders of that company to acquire the balance of the equity share capitaland every other class of transferable security carrying voting rights of the company at the highest price paidby that person or any person acting in concert with him in the previous 12 months.

Under the City Code, a concert party arises when persons who, pursuant to an agreement or understanding(whether formal or informal), co-operate to obtain or consolidate control of that company. Under the CityCode, control means an interest, or aggregate interests, in shares carrying 30 per cent. or more of the votingrights of a company, irrespective of whether the interest or interests gives de facto control.

As a result of the issue of the Initial Consideration Shares, the Concert Party will increase their interests fromno previous interest to an interest in 70,000,000 Shares, being 74.7 per cent. of the Enlarged Share Capital(assuming no new Shares are issued pursuant to the Underwriting Agreement). Upon the issue of theDeferred Consideration and the exercise of options held by the Concert Party in accordance with their terms,the aggregate holding of the Concert Party would be 78.5 per cent. (assuming no New Ordinary Shares areissued pursuant to the Underwriting Agreement and no other New Ordinary Shares are issued in the interim).

The Panel has been consulted and has agreed that it will not require the members of the Concert Party,individually or collectively, to make a general offer under Rule 9 of the City Code in cash for OrdinaryShares in the Company which might otherwise arise as a result of the issue of the New Ordinary Shares andOptions (as detailed below) to the Concert Party pursuant to the Proposals, subject to Resolution 2 (as setout in the notice convening the Extraordinary General Meeting) being passed on a poll by the IndependentShareholders. To be passed, Resolution 2 will require a simple majority of the votes cast by the IndependentShareholders.

Section 4(e)

Section 2(d)

Section 4(b) (i)

and (ii)

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Percentageshare capital

assumingDeferred

Maximum Number of Consideration,number of New Ordinary conversion of

New Ordinary Shares held Options andShares that following exercise only

Number of Percentage of could be Deferred by theNew Ordinary Enlarged received as Consideration members of

Shares held Share Deferred and conversion the ConcertConcert Party on Admission Capital4 Consideration Options of Options Party4

Tomorrow’s Focus Ltd1 56,000,000 59.78% 12,000,000 0 68,000,000 61.64%Pan-Europe Capital Ltd2 10,500,000 11.21% 2,250,000 0 12,750,000 11.56%Higher Performance Team Ltd3 3,500,000 3.74% 750,000 0 4,250,000 3.85%Charles Huang 0 0.00% 0 500,000 500,000 0.45%Michael Liu 0 0.00% 0 500,000 500,000 0.45%Mark Syropoulo 0 0.00% 0 500,000 500,000 0.45%Dr Yi Xie 0 0.00% 0 100,000 100,000 0.09%James Guo 0 0.00% 0 30,000 30,000 0.03%

————— ————— ————— ————— ————— —————70,000,000 74.72% 15,000,000 1,630,000 86,630,000 78.53%————— ————— ————— ————— ————— —————

1 The shares in Tomorrow’s Focus Ltd are beneficially owned by, and registered to, Charles Huang to 100 per cent.

2 The shares in Pan-Europe Capital Ltd are beneficially owned by, and registered to, Charles Huang to 100 per cent.

3 The shares in Higher Performance Team Ltd are beneficially owned by, and registered to, Michael Liu to 80 per cent., MarkSyropoulo to 10 per cent., and James Guo to 10 per cent.

4 Assuming no new shares are issued to the Underwriter pursuant to the Albany Subscription. The Enlarged Share Capitalincludes the 941,015 New Ordinary Shares arising from the 9,410,155 Ordinary Shares issued pursuant to the Non-EmployeeWarrant Proposal.

Further information on members of the Concert Party, including short descriptions, can be found in section11.2 on page 82.

Following the completion of the Praise Ease Acquisition, the Concert Party will together hold NewOrdinary Shares carrying more than 50 per cent. of the voting rights in the Company. Thereafter forso long as they continue to be treated as acting in concert and their aggregate holding in Sharescontinues to carry more than 50 per cent. of the voting rights in the Company, the Concert Party mayaccordingly be able to increase their aggregate holding or interest in Shares without incurring anyfurther obligation under Rule 9 of the City Code to make a general offer. Individual members of theConcert Party will not be able to increase their percentage interests in New Ordinary Shares throughor between a Rule 9 threshold without Panel consent.

12. LOCK-INS AND ORDERLY MARKET ARRANGEMENTS

At Admission, the Proposed Directors, the Vendors will, in aggregate, be interested in 70,000,000 NewOrdinary Shares, representing approximately 74.7 per cent. of the then issued ordinary share capital of theCompany. The Proposed Directors, the Vendors and persons deemed under the AIM Rules to be related tothe Vendors have undertaken to the Company and Corporate Synergy that they will not dispose of anyinterest in New Ordinary Shares held by them for a period of twelve months from Admission, save in certainlimited circumstances, and, for the following twelve months, will only dispose of their interests in theCompany through Corporate Synergy, or the Company’s broker from time to time.

Further details of these arrangements are set out in paragraph 13.12 of Part VI of this document.

13. DIVIDEND POLICY

In order to facilitate growth of the ZTC business, the Proposed Directors do not envisage paying dividendsin the short term, however they do intend to adopt a dividend policy in the future that will enable dividendsto be paid, subject to satisfactory trading. Your attention is drawn to the risk factor relating to the registeredshare capital requirements of Zhong Tian under the heading “Loss of Licence”.

Section 4(c)

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14. SHARE OPTION PLAN

The Proposed Directors believe that equity incentives are, and will continue to be, an important means ofretaining, attracting and motivating employees for the Enlarged Group. Accordingly, certain employees andsenior management of the Enlarged Group (including the Proposed Directors) will be able to acquire sharesin the Company in accordance with the rules of the Share Option Plan.

15. CORPORATE GOVERNANCE

The Proposed Directors recognise the importance of sound corporate governance commensurate with thesize of the Company and interests of the Shareholders. So far as is practicable, taking into account the sizeand nature of the Company, the Proposed Directors will take steps to comply with the Combined Code.Accordingly the Company has established an audit committee and a remuneration committee.

The audit committee, which will initially comprise Dr Xie and Mr Lewis, and which will be chaired byMr Lewis, will be responsible for ensuring that the financial performance, position and prospects of theCompany are properly monitored and reported on and for meeting the auditors and reviewing their reportsrelating to accounts and internal controls.

The remuneration committee, which will initially also comprise Dr Xie and Mr Lewis, and which willchaired by Mr Lewis, will review the performance of executive directors and set their remuneration,determine the payment of bonuses to executive directors and consider the future allocation of share optionsto directors and employees.

The Company has adopted a model code for directors’ dealings in securities of the Company which isappropriate for a Company quoted on AIM. The Proposed Directors will comply with Rule 21 of the AIMRules relating to directors’ dealings and will take all reasonable steps to ensure compliance by theCompany’s “applicable employees” (as defined in the AIM Rules).

16. RISK FACTORS

Your attention is drawn to the risk factors set out in Part III of this document.

17. EXTRAORDINARY GENERAL MEETING

You will find at the end of this document a notice of EGM to be held at the offices of Fasken MartineauStringer Saul LLP, 17 Hanover Square, London W1S 1HU, at 10.05 a.m. on 14 March 2007 (or as soonthereafter as the annual general meeting of the Company convened for the same date and place have beenconcluded or adjourned), at which resolutions will be proposed:

• as an ordinary resolution, to approve the Praise Ease Acquisition;

• as an ordinary resolution (which will be held on a poll), to approve the waiver of the obligation by theVendors to make a general offer under Rule 9 of the City Code as described above;

• as an ordinary resolution, to consolidate the Enlarged Share Capital so that every 10 ordinary sharesof 1p in existence before the consolidation will become one New Ordinary Share of 10p; and toconsolidate 10 unissued Existing Ordinary Shares into one New Ordinary Share of 10p each witheffect from 6.00 p.m. on 15 March 2007;

• as an ordinary resolution, to increase the authorised share capital of the Company;

• as an ordinary resolution, to approve the Share Option Plan;

• as an ordinary resolution, to grant the directors of the Company authority to allot New OrdinaryShares pursuant to section 80 of the Act in connection with the Praise Ease Acquisition, and generally;

• as a special resolution, dis-apply statutory pre-emption rights upon the issue of New Ordinary Sharesfor cash up to a limit of 26,497,675 New Ordinary Shares;

• as a special resolution, to change the name of the Company to ZTC Telecommunications plc;

22

• as a special resolution to amend the Company’s articles of association to reduce the period followingthe payment of the amount due on A Shares after which the fully paid A Shares are converted intoOrdinary Shares and Deferred Shares and to clarify and confirm that the Call may be made for 1.5pper A Share; and

• as a special resolution to approve the purchase of the Deferred Shares.

A poll will be taken on Resolution 2 to approve the waiver of the obligation by the Concert Party referredto above.

18. ACTION TO BE TAKEN BY ALL SHAREHOLDERS

You will find enclosed with this document a blue Form of EGM Proxy for use at the Extraordinary GeneralMeeting to be held at 10.05 a.m. on 14 March 2007 (or as soon thereafter as the annual general meeting hasconcluded or been adjourned). Whether or not you intend to be present at this meeting, you are requested tocomplete and sign the Form of EGM Proxy in accordance with the instructions thereon and return it to CapitaRegistrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible, and in anyevent so as to arrive no later than 10.05 a.m. on 12 March 2007. Completion and return of the Form of EGMProxy will not prevent you from attending the Extraordinary General Meeting and voting in person shouldyou so wish.

19. CLASS MEETING OF PARTLY PAID SHAREHOLDERS

You will find following the notice of EGM a notice convening a class meeting of the holders of A Shares, tobe held at the offices of Fasken Martineau Stringer Saul LLP, 17 Hanover Square, London W1S 1HU at10.10 a.m. on 14 March 2007 (or as soon thereafter as the EGM has concluded or been adjourned) at whicha special resolution will be proposed to approve the alteration to the rights of the A Shares effected by theamendment of the Company’s articles of association referred to above and to confirm and ratify the Callbeing made for 1.5p per A Share notwithstanding that the Resolutions and the Class Meeting Resolutionhave not been passed as at the date of this document.

20. ACTION TO BE TAKEN BY PARTLY PAID SHAREHOLDERS

You will find enclosed with this document a pink Form of Class Meeting Proxy for use at the Class Meetingto be held at 10.10 a.m. on 14 March 2007. Whether or not you intend to be present at this meeting, you arerequested to complete and sign the Form of Class Meeting Proxy in accordance with the instructions thereonand return it to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soonas possible, and in any event so as to arrive no later than 10.10 a.m. on 12 March 2007. Completion andreturn of the Form of Class Meeting Proxy will not prevent you from attending the Class Meeting and votingin person should you so wish.

21. ADDITIONAL INFORMATION

Your attention is drawn to the information contained in Parts II to VI of this document, which contain furtherinformation on the Company and Praise Ease.

22. RECOMMENDATION

The Directors, who have been so advised by Rawlinson & Hunter, consider the Proposals to be fairand reasonable and in the best interests of the Company and the Shareholders as a whole. In providingadvice to the Directors, Rawlinson & Hunter has taken account of the Directors’ commercialassessments.

Accordingly, your Directors unanimously recommend that you vote in favour of Resolutions 1 to 10 tobe proposed at the EGM, as they intend to do in respect of their own shareholdings, which will, priorto the EGM, in aggregate amount to 2,550,000 shares representing approximately 1.1 per cent. of theissued share capital of the Company as at the date of this document.

Rule 25.3(a)

and (c) (v)

Rule 25.1

Note 3 and

Section 4(a)

Rule 3

Section 2(d)

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Your Directors also unanimously recommend that you vote in favour of the Class Meeting Resolution,as they intend to do in respect of their own holdings of A Shares which will, prior to the Class Meeting,in aggregate amount to 50,000 Partly Paid Shares, representing approximately 0.02 per cent. of thePartly Paid Shares in issue as of the date of this document.

Yours faithfully

Oliver VaughanNon-Executive Chairman

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PART II

Information on Zhong Tian Communications Equipment Co., Ltd

INTRODUCTION

Zhong Tian, located in the Longgang District of Shenzhen, PRC designs, assembles and markets mobiletelephone handsets under the “ZTC” brand. The company, founded in June 2003 by its major shareholderCharles Huang, commenced business as an OEM handset distributor with an initial focus on southern PRC.The scope and nature of the business changed fundamentally in 2005, when Zhong Tian was awarded a GSMhandset manufacturing license, enabling the company to design, assemble and market its own handsets underthe “ZTC” brand. These events, in combination with the concurrent development of an extensive distributionnetwork, allowed the company to considerably increase revenues to RMB195 million and net profits toRMB26 million in the year ended June 2006.

In addition to revenues from the sale of mobile handsets, on 10 March 2006 Zhong Tian entered into anagreement with SINA, one of the largest internet portals and wireless content providers in China. Theagreement allows for SINA customised software to be embedded in Zhong Tian java enabled phonesallowing access to the portals’ wireless value added multimedia services. Zhong Tian and SINA will sharethe revenues generated by these services.

Zhong Tian’s handsets are primarily aimed at the estimated 800 million Chinese who reside in the lesserdeveloped north, central and western regions of PRC. This focus is achieved through Zhong Tian’s strategyof producing handsets that are “Fashionable, Economical and Practical”:

• Fashionable – the company manufactures small batches of a wide variety of phones which can bequickly introduced to the market to cater for changing fashions and market conditions.

• Economical and Practical – the company focuses on a relatively low price product range toaccommodate the more cost sensitive consumers in the less developed parts of the PRC.

Zhong Tian has targeted this geographical area as a major business opportunity for the following reasons:

• The PRC government is promoting strong growth policies outside the major urban areas to addressthe wealth divide and to develop infrastructure services. Market forces are also driving growth in theseareas as businesses relocate to lower cost areas. Per capita income is increasing.

• China Mobile Limited (“China Mobile”) has identified the rural market as one of its three key revenuegrowth drivers. In areas where there are large rural populations China Mobile has strengthened theconstruction of infrastructure including telecommunications networks and sales channels, activelydeveloped products and services targeting rural customers and launched sales packages that fit theunique mobile telephony useage characteristics of rural areas.

• The penetration rate in the rural areas has been estimated by China Mobile to be 11.5 per cent.(source: China Mobile, www.chinamobileltd.com)

The Proposed Directors believe that the above factors have the potential to considerably increase mobilephone penetration in these targeted areas.

In addition to selling handsets within the PRC, it is the Proposed Directors’ intention to develop overseassales in the medium term.

Rule 25.2(x)

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KEY STRENGTHS

The Directors and Proposed Directors believe the key strengths of the Enlarged Group include the following;

• ownership of the GSM manufacturing licence;

• a wide product range and a development team with the ability to respond competitively to changingmarket trends; and

• an extensive distribution network in the central and western provinces and rural areas, the nextemerging major business opportunity in the mobile phone business in China.

The Directors and Proposed Directors believe that these key strengths will allow the Enlarged Group topursue its growth strategy, to capitalise on current market trends, consolidate and increase market share,revenues and profits within the Chinese mobile market.

OPERATIONS

Zhong Tian was granted a GSM handset manufacturing licence in July 2005 and commenced independentproduction and marketing under the “ZTC” brand in August 2005. Zhong Tian buys mobile phonecomponents from suppliers and assembles new generation ‘ultra-slim’ handsets using its own and contractedouter-casing designs. The company, which also assembles for OEMs, produced 748,930 handsets in thetwelve months to 30 June 2006. Zhong Tian was credited with ISO9001 (2000 edition) on 17 January 2006.

At June 2006 the company had over 280 employees based in some 4,000sqm of workshop floor space. Thefacility is located on an industrial park site which is on a long term lease.

The components are supplied by multiple suppliers, and the outer-casing is mainly designed by Zhong Tian’sdesign team (and sub-contractors) based in Shenzhen City. In order to minimise the risks associated withreliance on a small number of suppliers, Zhong Tian has a minimum of two suppliers for its criticalcomponent parts namely, main boards, cameras, displays and outer casings. Apart from a main boardsupplier located in Shanghai all other critical component suppliers are located in Shenzhen within a seventykilometre radius of the factory.

Currently there are four labour-intensive assembly lines, operating one shift, with an output potential of 80-120 handsets per hour each, depending upon the complexity of the handset. This equates to a potential annualcapacity of 600,000-900,000 handsets based on a 46 week year. An increase in capacity could be achievedthrough overtime and/or the introduction of a second shift when demand has grown sufficiently.

Products

The company’s handsets typically retail in the RMB800-RMB2000 (approximately £50 – £130) price rangewhich is at the low-cost end of the market. Specifications for the cheaper end of the recent or current mobilephone product range usually contain a 1.6'' colour screen, music audio and a camera with 300K pixelresolution whilst the more expensive handset has a 2.8'' screen, music audio, video, MMS & PDA functionand camera with at least 2.0 million pixels. In the year ending 30 June 2006, Zhong Tian introduced twentyfour new handsets, including ten customized models, under the “ZTC” brand which represented thecompany’s complete range at that time.

Retail & Distribution

The marketing strategy has focused on developing an extensive retail and distribution network concentratingon smaller cities and rural areas rather than the major urban areas where cell phone penetration rates are high.Zhong Tian currently has distribution agreements, which are typically of twelve months duration, with:

• three wholesalers who are entitled to market nationally but focus on urban areas;

• thirty nine provincial distributors with at least one distributor in 23 of the 30 provinces of China.Included are ten core distributors covering Jiangsu, Hunan, Heilongjiang, Zhejiang, Liaoning,Sichuan, Hubei, Henan, Shandong and Shaanxi provinces. Three of these core distributors are locatedin the east with the balance being north, central and western provinces. The core distributors in turn

26

collectively have 564 outlets. The core distributors are obligated to install exclusive ZTC brandedcounters, at Zhong Tian’s expense, in each of its outlets; and

• the distributors tend to have a combination of owned outlets and distribution agreements with somewell established national electronic & electrical wholesalers. For example these include certain outletsof Gome Appliance Inc in Shaanxi and Sichuan, Five Star Appliance in Shenzhen, and Carrefour inShanghai.

After sales service, repairs and maintenance have been outsourced to a Shenzhen based company, ShenzhenMobile Care Communications Technology Company Limited (“MCCTC”), who specialise in such activitiesfor multiple handset brands. MCCTC has developed a service network covering approximately seventy citiesin twenty seven provinces and has developed a relationship with China Post to facilitate timely delivery ofdistributors and end users. All products are sold on the basis of a twelve month warranty whereby ZhongTian is responsible for repair and maintenance costs during this period.

THE MARKET

As at the end of September 2006, the PRC had approximately 443.1 million mobile phone subscribers,accounting for approximately 33.9 per cent. of the population. Although the PRC is already one of the largestmobile phone markets in the world, its penetration rates are almost half of those in more mature markets suchas the USA and UK. (source: MII, www.mii.gov.cn)

The Proposed Directors believe that in time the Chinese mobile penetration rate will increase to rates enjoyedby mature markets of in excess of 70 per cent. in the USA and over 100 per cent. in Western Europe. Thisimplies a long term subscriber population in the PRC of more than 900 million. On this basis over time thePRC has the potential to add a further 457 million subscribers to the base as at 30 September 2006. It is alsolikely that a large number of these new subscribers will be located outside the well developed eastern regionand major cities of China where penetration rates are already at mature levels. Penetration rates in selecteddeveloped areas in the PRC as at 30 September 2006:

– Beijing 106 per cent.

– Shanghai 88.2 per cent.

– Guangdong Province 77 per cent.

– Zhejiang Province 59.9 per cent.

The recorded penetration rates in the provinces of Zhong Tian’s core distributors are:

– Jiangsu 37.8 per cent.

– Hunan 22.3 per cent.

– Heilongjiang 32.2 per cent.

– Zhejiang 59.9 per cent.

– Liaoning 37.7 per cent.

– Sichuan 22.7 per cent.

– Hubei 27.8 per cent.

– Henan 23.4 per cent.

– Shandong 27.8 per cent.

– Shaanxi 29.8 per cent.

(Source www.mii.gov.cn)

China Mobile has also estimated that in areas where the population is largely rural the penetration rate isapproximately 11.5 per cent. (source: China Mobile, www.chinamobileltd.com).

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STRATEGY

The strategy of the Enlarged Group will be to focus on:

• investing in its brand through staff training, advertising (billboards, internet, newspapers) and event andpersonality sponsorship to increase brand awareness;

• continuing to invest in new products;

• establishing additional and improved distribution and sales outlets. In particular the company will focus onthe major service providers such as China Mobile in its targeted areas which could result in more rapidmarket penetration;

• increasing production capacity in the medium term by utilising existing infrastructure to add an additionalfour assembly lines to meet future sales growth. This will allow the company to maintain its cost advantagein producing its own handsets, thereby protecting margins;

• the preparation of an application in 2007 for a CDMA manufacturing licence and to prepare for theregistration for the application of a 3G manufacturing licence the timing of which is still uncertain. Thecompany is likely to take a low risk approach in respect to these licences by exploiting its ability tomanufacture for OEM’s and becoming comfortable with the technology before it develops its own low costhandsets utilizing these technologies; and

• exploiting the cost advantages that Zhong Tian may obtain to develop overseas markets with similarcharacteristics to China’s, such as Indonesia, India, and Africa.

The Directors and Proposed Directors believe that this strategy will entrench Zhong Tian’s current market positionand drive sales volume growth to capitalise on current trends and to increase market share and brand awareness.

The Proposed Directors believe that their collective experience in the telecommunications industry, combined withskills in the areas of finance and management, provide a solid platform to implement the Company’s businessstrategy successfully.

FINANCIAL INFORMATION, CURRENT TRADING AND PROSPECTS

The following is extracted from the financial information set out in Part V of this document. Investors should readthe whole of this document and not just rely on the summarised information.

Year ended Year ended Year ended30 June 30 June 30 June

2004 2005 2006(RMB) (RMB) (RMB)

Revenue 13,805,763 13,529,743 194,713,009Operating profit 104,039 (783,516) 26,119,793Profit after tax 153,478 (795,784) 26,080,352————– ————– ————–2005 was a year of major transition for Zhong Tian. In July 2005, Zhong Tian was granted a GSM handsetmanufacturing licence which led to a significant growth in the company’s operations as demonstrated in the resultsto 30 June 2006.

To date trading is in line with the Proposed Directors’ expectations and they are confident of the future prospectsof the Enlarged Group. The Proposed Directors are pleased to report that the unaudited revenue for the period of6 months ending 31 December 2006 is significantly ahead of the same period in the prior year.

In the last six months ZTC has introduced 10 new models with a range of appearance and functions, but most ofwhich are equipped with a 300,000 pixel camera, music and video player and a 128mb memory stick.

ZTC continues to aim to strengthen it’s strategy in the second to fourth tier markets in the PRC by low cost pricingof it’s handsets, whilst starting to explore the high end market in Shanghai through the manufacture of PDAfunctional mobile phones.

24.2(a) and

(c)(x)

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PART III

RISK FACTORS

In addition to the other relevant information set out in this document, the following specific factorsshould be considered carefully by potential investors in evaluating whether to make an investment inthe Company. The investment described in this document may not be suitable for all of its recipients.If you are in any doubt about the action you should take, you should consult a person authorised underthe Financial Services and Markets Act 2000 who specialises in advising on the acquisition of sharesand other securities.

You should carefully consider the risks described below and ensure that you have read this document in itsentirety before making a decision to invest in the Enlarged Group.

Prospective investors should be aware that an investment in the Enlarged Group is speculative and involvesa high degree of risk. The Directors and Proposed Directors consider the following risk factors to be the mostsignificant to potential investors and should be carefully considered and in particular, should be read inconjunction with the accountants’ reports in Parts IV and V of this document. If any of the following risksand uncertainties actually occur, the Enlarged Group may not be able to conduct its business as currentlyplanned and the Enlarged Group’s business, financial condition or results of operations could be materiallyadversely affected. In such case, the market price of the Enlarged Group’s shares could decline and you maylose all or part of your investment. However the risks listed do not necessarily comprise all those associatedwith an investment in the Enlarged Group. Additional risks and uncertainties not presently known to theDirectors and Proposed Directors, or which the Directors and Proposed Directors currently deem immaterial,may also have an adverse effect on the Enlarged Group. The risks listed are not set out in any particular orderof priority.

Risks relating to PRC

Ordinance 10 Regulations

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connectionwith this transaction under a recently adopted PRC regulation. Any requirement to obtain prior CSRCapproval could delay this transaction and a failure to obtain this approval, if required, could have a materialadverse effect on the business, operating results, reputation and trading price of the Company’s shares. Theregulation also establishes more complex procedures for acquisitions conducted by foreign investors whichcould make it more difficult to pursue growth through acquisitions.

On 8 August 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State AssetsSupervision and Administration Commission, or SASAC, the State Administration for Taxation, the StateAdministration for Industry and Commerce, the CSRC, and the SAFE, jointly adopted the Regulations onMergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rule, whichbecame effective on 8 September 2006. This New M&A Rule purports, among other things, to requireoffshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRCdomestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRCprior to publicly listing their securities on an overseas stock exchange. On 21 September 2006, the CSRCpublished a notice on its official website specifying documents and materials required to be submitted to itby SPVs seeking CSRC approval of their overseas listings. Zhong Tian’s PRC counsel, Boss & Young is ofthe opinion that: (1) The CSRC is the competent authority to administer overseas listings of SPVs, (2) giventhe fact that Zhong Tian has completed the restructuring and the establishment of itself as a wholly foreignowned enterprise (“WFOE”) and commenced the overseas listing process before 8 September 2006, the datewhen ordinance 10 became effective, it is not necessary for Zhong Tian to submit an application for CSRCapproval and (3) no detailed implementation rules or other formal interpretation is available to PRC counselto arrive at a different opinion. While the application of the New M&A Rule remains unclear, the Directorsand Proposed Directors believe, based on the advice of Zhong Tian’s PRC counsel, Boss & Young, thatCSRC approval is not required in the context of this transaction. However, the Company cannot assurepotential investors that the relevant PRC government agency, including the CSRC, would reach the same

29

conclusion as the Company’s PRC counsel. If the CSRC or other PRC regulatory body subsequentlydetermines that Praise Ease needed to obtain the CSRC’s approval for this transaction, the Company mayface sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies mayimpose fines and penalties on Zhong Tian’s operations in the PRC, limit its operating privileges in the PRC,or take other actions that could have a material adverse effect on the Company’s business, financialcondition, results of operations, reputation and prospects, as well as the trading price of the Company’sshares. The CSRC or other PRC regulatory agencies may also take actions requiring the Company, or makingit advisable for the Company, to halt the transaction.

The New M&A Rule also established additional procedures and requirements that could make merger andacquisition activities by foreign investors more time-consuming and complex, including requirements insome instances that the Ministry of Commerce be notified in advance of any change-of-control transactionin which a foreign investor takes control of a PRC domestic enterprise. In the future, the Company may growits business in part by acquiring complementary businesses, although it does not have any plans to do so atthis time. Complying with the requirements of the New M&A Rule to complete such transactions could betime-consuming, and any required approval processes, including obtaining approval from the Ministry ofCommerce, may delay or inhibit the Company’s ability to complete such transactions, which could affect itsability to expand its business or maintain its market share.

Economic considerations

The economy of China has been historically a planned economy subject to five year and annual plansadopted by the central authorities, which set forth economic goals. Although the majority of the means oftelecommunication and information services are still controlled by the state, the importance of the state plansin the allocation of resources and productivity growth in the Chinese economy is diminishing as a result ofgreater decentralisation and utilisation of market forces in the allocation of resources. Only recently has theChinese Government encouraged substantial private economy activity and there can be no assurance that theChinese Government’s pursuit of economic reforms will be consistent or effective. However, it is consideredthat China’s admittance into the World Trade Organisation will encourage the Chinese Government tocontinue to pursue its current strategy of encouraging private economic activity. Many of the reforms areunprecedented or in an experimental stage and are expected to be refined. There is no assurance that thecontinued introduction of such reforms will not have an adverse effect upon the business, operations andprofitability of the Enlarged Group. In addition, the economy of China differs from the economies of mostdeveloped countries in many respects including governmental involvement, level of development, growthrate, controls on foreign exchange and allocation of resources.

The economy of China has experienced significant growth in the past twenty years but growth has beenuneven both geographically and among various sectors of the economy. Economic growth has beenaccompanied by a period of high inflation. The Chinese Government has implemented various measuresfrom time to time to control inflation and restrain the rate of economic growth. The Enlarged Group’soperating results and financial condition may be adversely affected by changes in the rate or method oftaxation, imposition of additional restrictions on currency conversion and remittance abroad and statepolicies affecting the Enlarged Group’s customers.

The Chinese economy has experienced high growth over the last few years, due to political and economicliberalisation, which has led to a vastly increased level of domestic consumer spending. However, a downturnin the performance of the Chinese economy may lead to a decline in this spending which could adverselyaffect the financial performance of the Enlarged Group.

The Chinese Government may also seek to regulate or restrain the telecommunication and informationservices industry in China through measures such as adoption and enforcement of laws, regulations andtaxes. These regulations or restraints may significantly constrain the flexibility and ability of the Companyto expand its business operations or maximise its profitability.

BVI shareholders

Tomorrow’s Focus Ltd, an investment holding company incorporated under the laws of the British VirginIslands, will own approximately 59.8 per cent. of the Company’s issued share capital following Admission.

30

As a result, Tomorrow’s Focus Ltd will be able to exercise control over all matters requiring approval byshareholders of the Company including the election of directors and approval of mergers, consolidations,sales of assets, recapitalisations and amendments to the Articles of Association. Tomorrow’s Focus Ltd maytake actions with which investors do not agree, including actions that delay, defer or prevent a change ofcontrol, and could cause the price that investors are willing to pay for Ordinary Shares to decline.

Tomorrow’s Focus Ltd is an investment holding company incorporated under the laws of the British VirginIslands and is wholly owned by Charles Huang.

Political and social considerations

The PRC has been undergoing a series of political reforms since 1978. Such reforms have in the past resultedin significant economic growth. However, there can be no assurance that any future reform policy of the PRCGovernment will be effective. The Company’s business may be affected by such future reforms.

Legal considerations

Since 1979, many laws and regulations dealing with economic matters with respect to general and foreigninvestments have been amended and promulgated in the PRC. In 1982, PRC’s National People’s Congressamended the constitution to attract foreign investments and to safeguard the “lawful rights and interests” offoreign investors in the PRC. Since then, the trend of legislation has been to enhance the protection affordedto foreign investors and to allow more active control by foreign investors of FIEs in PRC. However, despitesignificant improvements in its legal system, the legal system is still not sufficiently comprehensive whencompared to the legal systems of certain developed countries. There still exist difficulties in obtaining swiftand equitable enforcement and in obtaining enforcement of judgments by a court of another jurisdiction inthe PRC. Further, as a result of political changes, the interpretation of statutes and regulations may be subjectto government policies reflecting domestic political and social change. Such uncertainties may affect theEnlarged Group’s operations and accordingly, its profitability.

Many laws and regulations in China are promulgated in broad principles and the Government has graduallylaid down implementation rules and has continued to refine and modify such laws and regulations. As thesystem develops, the promulgation of new laws or the refinement or modification of existing laws may affectforeign investors.

Furthermore, the PRC legal system is based on written statutes. Prior court decisions may be cited forreference but have limited precedent value. Although PRC legislation and regulations have significantlyenhanced the protections afforded to various forms of foreign investment in China, the interpretations ofmany laws, regulations and rules by PRC courts are not always uniform and enforcement of these laws,regulations and rules involve uncertainties, which may limit legal protections available to the Company. Inaddition, any litigation in China may be protracted and result in substantial costs and diversion of resourcesand management attention of the Company.

The Company’s Proposed Directors predominantly reside in China and all or substantially all of the assetsof the aforesaid persons are allocated in China. It may prove difficult for investors to effect service of processupon those members of the Enlarged Group established in China or those executive Directors residing inChina or to enforce against them in China any judgments obtained from non-Chinese courts.

China does not have treaties providing for reciprocal recognition and enforcement of judgments of the courtsof the British Virgin Islands, or the United Kingdom. Nor has China acceded to the Hague Convention onJurisdiction and Foreign Judgments in Civil and Commercial Matters. Article 318 of the Advisory Opinionof the Supreme People’s Court on Several Issues concerning Application of Civil Procedure Law of the PRCprovides that “where a party applies to a competent Intermediate People’s Court of the PRC for recognitionand enforcement of a legally effective judgment or written order made by a foreign court, if the country inwhich such foreign court is located and the PRC have not concluded or acceded to an international treaty andhave no reciprocal relations, the party may initiate a new suit in a people’s court which has sufficientjurisdiction. Based on the same set of facts, a people’s court will substantively re-examine the case andrender a judgment”. In reality, this procedure is not an example of recognising and enforcing foreignjudgments or written orders, since it is an independent judgment made by the people’s court after exercisingsufficient jurisdictional power and undertaking substantive re-examination of the facts of the case. Therefore

31

recognition and enforcement in China of judgments of a court in any of these jurisdictions in relation to anymatter not subject to a binding arbitration provision may be difficult or impossible.

Devaluation or appreciation in the value of the Renminbi or restrictions on convertibility of the Renminbi

The revenues and expenses of the Enlarged Group will be mainly denominated in Renminbi. The externalvalue of the Renminbi is subject to changes in policies of the PRC Government and to internationaleconomic and political developments. Since 1994, the conversion of the Renminbi into foreign currencies,including Hong Kong Dollars and US Dollars, has been based on rates set by the People’s Bank of Chinawhich were set daily based on the previous day’s interbank foreign exchange market rates and currentexchange rates on the world financial markets. On 21 July 2005 the PRC Government revalued the Renminbiand moved to a managed floating exchange rate with reference to a basket of currencies. This change inpolicy has resulted in an approximately 2.1 per cent. appreciation of the Renminbi against the US Dollar.While the international reaction to the Renminbi revaluation has generally been positive, there remainssignificant international pressure on the PRC government to adopt an even more flexible currency policy,which could result in a further and more significant appreciation of the Renminbi against the US Dollar.Although there is a risk that the Renminbi may be devalued again against US Dollar or other currencies it ispossible that the Renminbi may appreciate as a result of it being permitted to continue on a full or limitedfree float. Such circumstances could have an adverse effect on the Enlarged Group’s business and operatingresults. In addition, financial markets in many Asian countries have in the past experienced severe volatility.As a result some Asian currencies have been subject to significant devaluation from time to time. Thedevaluation of some Asian currencies may have the effect of rendering exports from China more expensiveand less competitive. An appreciation in the value of the Renminbi could have a similar effect. To increasecompetitiveness, there is pressure on the PRC Government to devalue the Renminbi. Such devaluation of theRenminbi could result in volatility within Asian currency and capital markets.

Under the current regulations on foreign exchange control in China, FIEs are allowed to distribute theirprofits or dividends in foreign currencies to foreign investors through designated foreign exchange bankwithout the prior approval of the SAFE. However, the exchange of the Renminbi into foreign currencies forcapital items such as direct investment, loans and security investment is under strict control and requires theapproval of the SAFE. The distribution of the Enlarged Group’s profits and dividends may be adverselyaffected if the PRC Government imposes greater control on the ability of the Renminbi to exchange intoforeign currencies. There can be no assurance that the Enlarged Group will be able to obtain sufficientforeign exchange to pay dividends or satisfy other foreign exchange requirements in the future.

Exchange rate risk

The Company’s share price will be quoted in £ sterling. However, the market for its products and servicesare denominated in RMB. As a result, movements in foreign exchange rates may cause a mismatch betweenactual returns and investors’ expectations of returns, and also affect the share price.

Volatility of share price

The trading price of the New Ordinary Shares may be subject to wide fluctuations in response to a numberof events and factors, Company specific or otherwise, such as variations in operating results, changes infinancial estimates, recommendations by securities analysts, the operating and share price performance ofother companies that investors may deem comparable to the Company, news reports relating to trends in theCompany’s markets and the condition from time to time of the World economy or relevant local economies.These factors may adversely affect the trading price of the New Ordinary Shares, regardless of theCompany’s operating performance.

Realisation of investment

Potential investors should be aware that the value of shares and income from them can go down as well asup, that Admission of the New Ordinary Shares to trading on AIM should not be taken as implying that therewill be a liquid market in the New Ordinary Shares and that the market price of the New Ordinary Sharesmay not reflect the underlying value of the Company. An investment in the New Ordinary Shares may thusbe difficult to realise.

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Dependence on key executives and personnel

Zhong Tian depends upon the expertise and continued service of certain key executives and other personnel,and in particular the Chief Executive, Charles Huang. In addition, Zhong Tian’s ability to expand itsoperations to accommodate its anticipated growth may also depend on its ability to attract and retainadditional qualified personnel. If Zhong Tian is unable to attract and retain such personnel, it may be difficultfor it to manage its business and meet its objectives, and its financial condition may be adversely affected.

Seasonality of sales and dependence on timeliness of suppliers

Zhong Tian experiences seasonality in its sales which affect its net working capital cash balances. Inaddition, production and sales can be delayed due to delays in the delivery of raw material from its suppliers.

Company strategy

The beliefs of the Directors and the Proposed Directors are based on the Enlarged Group achieving its statedstrategy. There is no certainty that the strategy devised by management can be successfully implemented.

Major contracts

Zhong Tian’s trading agreements are governed by PRC law. No absolute guarantee can be given that theexisting contracts would not be breached by major suppliers or major distributors or would be renewed uponexpiration.

Further, absolute guarantee cannot be given as to the success Zhong Tian would have in being able to relyupon the terms of existing trading agreements or to enforce the same in event of breach. However, themanagement of Zhong Tian is confident that there are sufficient alternative suppliers and distributors in themarket.

Loss of Licence

Under PRC laws, the minimum required registered capital for a company such as Zhong Tian operating as amobile phone handset manufacturer is RMB 200 million. The paid-in capital of Zhong Tian as at the datehereof is RMB 30,348,000. According to Zhong Tian’s Articles of Association, Zhong Tian shall contributeits registered capital of RMB 200 million in full by no later than 31 December 2009.

Zhong Tian is at risk of having its business licence withdrawn by the relevant authority, and its certificate ofapproval invalidated, if it does not increase its paid-in capital to the required minimum of RMB 200 millionby 31 December 2009 or fails to obtain a permit for extension of its capital contribution time limit from thecompetent authority.

The Directors and the Proposed Directors believe that the required capital contribution can be made by31 December 2009 from funding available to the Company (including the capitalisation of any profits, bothfrom the year to 30 June 2006 and subsequent years). The capitalisation of any profits may however have aneffect on the Company’s ability to pay dividends in the short term.

Competition

The market for telecommunication equipment generally in the PRC is very competitive. The Directors andProposed Directors believe that the principal competitive factors are:

Functions and designs, performance/cost ratio, brand name recognition, distribution, after sales service, shortlead time in product development and product quality.

Zhong Tian is currently competing with both foreign and local companies including Nokia, Motorola,Samsung, Bird, Haier, Amoi, Konka and Lenovo.

Intellectual Property Rights

Zhong Tian has applied for design patent protection in the PRC for all the handset models currently on salebeing 46 in total, of which 8 have been granted. The Proposed Directors have no reason to believe that theremaining design patent applications will not be granted. The company has also developed important know-

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34

how and confidential information in relation to its business. It is possible that third parties may copy thedesigns of the handsets and other rights. To the extent that the company can demonstrate that its rights areprotected it may prove necessary for it to take action against infringers which could lead to substantial costsbeing incurred as well as being a very time consuming process for senior management of the company. Anyinfringement actions that may need to be taken have no guarantee of success. Know how and confidentialinformation retains its value only for as long as it remains secret and confidential and disclosure of the samecould have an adverse impact on the company.

The Proposed Directors do not believe that any of the handset models currently in production infringe therights of any third party. The Proposed Directors believe that where it is using third party technology orwhere it is purchasing third party components either it or the third party component supplier is validlylicensed to exploit the relevant technology.

The company has had searches undertaken in relation to design patents but cannot by the nature of the mobiletelephone market undertake truly comprehensive searches in relation to all intellectual property rightsrelating to mobile telephones and their component parts. Accordingly, third parties may assert claims thatthe company has infringed their intellectual property rights. Any such claims, whether they are with merit orotherwise are likely to be expensive and time consuming to defend and/or settle. There is also a risk that ifany action is successful then the company may not be able to continue to use such rights and may need tosource components from others and/or redesign its own products which could also be time consuming andcostly.

The company is a party to agreements with various component suppliers. Each of the contracts with thoseparties deals with responsibility for payment of royalties. The company has no reason to believe that thecomponent suppliers have not paid all royalties due to third parties but if they have not, then it is possiblethat the owners of those licensed rights could make claims against the company for any unpaid royalties.

Insurance

The insurance policies in place as from Admission are considered by the Proposed Directors to beappropriate and adequate taking into account the nature and scale of Zhong Tian’s activities and Chinesebusiness practice. However, due to the limited availability of insurance products in the PRC, the insurancecover obtained may not be of the same standard as one would expect of a UK domestic business.

Forward-looking statements

Certain statements in this document may constitute forward-looking statements relating to such matters asprojected financial performance, business prospects, new products and services and similar matters. Avariety of factors could cause the Company’s actual results and experience to differ materially from theanticipated results or other expectations expressed in the Company’s forward looking statements.

Investment Risk

Potential investors should be aware that the value of shares can go down as well as up and that an investmentin a share which is to be traded on AIM may be less realisable and may carry a higher degree of risk than aninvestment in a share quoted on the Official List of the United Kingdom Listing Authority. The price whichinvestors may realise for their holding of New Ordinary Shares, and when they are able to do so, may beinfluenced by a large number of factors, some of which are specific to the Company and others of which areextraneous.

The risk factors listed above do not necessarily comprise all those associated with an investment in theCompany.

PART IV

Financial information on the Company

A – Accountant’s report on the Company

BDO Stoy Hayward LLP BDO Stoy Hayward LLPChartered Accountants Connaught House

Alexandra TerraceGuildfordSurrey GU1 3DA

The Directors 13 February 2007Cassian Investments Plc17 Hanover SquareLondonW1S 1HU

The DirectorsCorporate Synergy Plc30 Old Broad StreetLondonEC2N 1HT

Dear Sirs

Cassian Investments Plc (the “Company”)

Introduction

We report on the financial information set out in Section B of Part IV. This financial information has beenprepared for inclusion in the admission document dated 13 February 2007 of Cassian Investments Plc (the“Admission Document”) on the basis of the accounting policies set out in note 1 to the financial information.This report is required by paragraph (a) of Schedule Two of the AIM Rules and is given for the purpose ofcomplying with that paragraph and for no other purpose.

Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules to any person asand to the extent there provided, to the fullest extent permitted by the law we do not assume anyresponsibility and will not accept any liability to any other person for any loss suffered by any such otherperson as a result of, arising out of, or in connection with this report or our statement, required by and givensolely for the purposes of complying with Schedule Two of the AIM Rules consenting to its inclusion in theAdmission Document.

Responsibilities

As described in Section B of Part IV, the directors of the Company are responsible for preparing the financialinformation on the basis of preparation set out in note 1 to the financial information and in accordance withapplicable UK accounting standards.

It is our responsibility to form an opinion on the financial information as to whether the financial informationgives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the financial information. It also included an assessment of significant estimates

35

and judgements made by those responsible for the preparation of the financial information and whether theaccounting policies are appropriate to the entity’s circumstances, consistently applied and adequatelydisclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial information is free from material misstatement whether caused by fraud or other irregularity orerror.

Opinion

In our opinion, the financial information gives, for the purposes of the Admission Document, a true and fairview of the state of affairs of the Company as at the dates stated and of its results, cash flows, and recognisedgains and losses for the years then ended in accordance with the basis of preparation set out in note 1 to thefinancial information and has been prepared in accordance with applicable UK accounting standards asdescribed in note 1 to the financial information.

Declaration

For the purposes of Paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report aspart of the Admission Document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts andcontains no omission likely to affect its import. This declaration is included in the Admission Document incompliance with Schedule Two of the AIM Rules.

Yours faithfully

BDO Stoy Hayward LLPChartered Accountants

36

B – Financial information on the Company

Responsibility

The directors of the Company are responsible for preparing the financial information set out below on thebasis of preparation set out in note 1 to the financial information and in accordance with applicable UKaccounting standards.

Profit and loss accounts

30 June 2004 30 June 2005 30 June 2006Notes £000 £000 £000

Revenue – – –Administrative expenses (75) (178) (92)Other operating income 2 – – 50

———— ———— ————Operating loss 2 (75) (178) (42)

Interest receivable 39 47 51———— ———— ————

(Loss)/profit on ordinary activities before taxation (36) (131) 9

Tax on (loss)/profit from ordinary activities 4 5 – –———— ———— ————

(Loss)/profit on ordinary activities after taxation 8 (31) (131) 9———— ———— ————All amounts relate to continuing activities.

All recognised gains and losses are included in the profit and loss accounts.

37

Balance sheets

30 June 2004 30 June 2005 30 June 2006Notes £000 £000 £000

Current assetsCalled up share capital not paid 1,515 – –Debtors 5 1 2 53Cash at bank and in hand 1,090 992 1,137

———— ———— ————2,606 994 1,190

Creditors: amounts falling due within one year 6 (12) (97) (34)———— ———— ————

Net assets 2,594 897 1,156———— ———— ————Capital and reserves

Called up share capital 7 635 1,140 1,265Share premium account 8 2,097 26 151Profit and loss account 8 (138) (269) (260)

———— ———— ————Equity shareholders’ funds 9 2,594 897 1,156———— ———— ————

38

Cash flow statements

30 June 2004 30 June 2005 30 June 2006Notes £000 £000 £000

Net cash outflow from operating activities 11 (84) (93) (155)

Returns on investments and servicing of financeInterest received 39 47 51

———— ———— ————Net cash inflow from returns on investments

and servicing of finance 39 47 51

Cash outflow before management of liquid resources and financing (45) (46) (104)

Management of liquid resourcesDecrease in short term deposits 55 72 992

———— ———— ————Cash inflow from management of liquid resources 55 72 992

FinancingIssue of ordinary share capital – – 250Expenses of cancellation and issue of shares – (52) –

———— ———— ————Cash (outflow)/inflow from financing – (52) 250

———— ———— ————Increase/(decrease) in cash for the year 12 10 (26) 1,138———— ———— ————

39

Notes to the financial information

1 Accounting polices

The financial information has been prepared under the historical cost convention and in accordancewith applicable UK accounting standards. The following principal accounting policies have beenapplied consistently in dealing with items which are considered material in relation to the financialinformation.

Deferred Taxation

Deferred tax balances are recognised in respect of all timing differences that have originated but notreversed by the balance sheet date except that the recognition of deferred tax assets is limited to theextent that the Company anticipates making sufficient taxable profits in the future to absorb thereversal of the underlying timing differences.

Liquid Resources

For the purposes of the cash flow statement, liquid resources are defined as current asset investmentsand short term deposits.

2 Operating loss

This is arrived at after charging/(crediting):

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Auditors’ remunerationaudit services 3 6 6non-audit services 3 – 4

Legal settlement – – (50)———— ———— ————The legal credit above relates to an out of court settlement in relation to a professional negligenceclaim against the Company’s former legal advisors in respect of advice on the Company’s sharestructure.

3 Directors

Fees

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Amounts paid to third parties in respect of Directors’ services – – 33

———— ———— ————– – 33———— ———— ————

40

4 Taxation on (loss)/profit from ordinary activities

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

UK corporation tax in respect of year – – –Adjustment in respect of previous periods (5) – –

———— ———— ————(5) – –———— ———— ————

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. Thedifferences are explained below:

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

(Loss)/profit on ordinary activities before tax (36) (130) 9———— ———— ————(Loss)/profit on ordinary activities at the standard rate

of corporation tax in the UK of 30 per cent (11) (39) 3Effects of:Income not subject to taxation – – 15Excess management expenses 11 (39) (12)Adjustment in respect of previous periods (5) – –

———— ———— ————Current tax credit for year (5) – –———— ———— ————

5 Debtors

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Prepayments and accrued income 1 2 53———— ———— ————All amounts fall due for payment within one year.

6 Creditors

Amounts falling due within one year

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Other creditors – 4 4Accruals and deferred income 12 93 30

———— ———— ————12 97 34———— ———— ————

41

7 Share capital

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Authorised298,085,000 Ordinary shares of 1p each (2005:

298,085,000, 2004: 500,000,000) 5,000 2,981 2,981201,915,000 A Ordinary shares of 2p each (2005:

201,915,000, 2004: nil) – 4,038 4,038———— ———— ————

5,000 7,019 7,019———— ———— ————Allotted and fully paid25,500,000 Ordinary shares of 1p each (2005:

13,000,000, 2004: 13,000,000) 130 130 255

Allotted and partly paid to 0.25p each201,915,000 Ordinary shares of 1p each 505 – –

Allotted and partly paid to 0.5p each201,915,000 A Ordinary shares of 2p each – 1,010 1,010

———— ———— ————635 1,140 1,265———— ———— ————

Rights on Ordinary shares

The new A Ordinary shares of 2 pence each have exactly the same rights as the Ordinary shares of 1pence each as to voting, income and capital rights.

Conversion of the A Ordinary shares of 2 pence into 1 pence Ordinary shares and Deferred Shares

On the twenty-eighth day immediately following the date on which all amounts outstanding in respectof any A Ordinary share of 2 pence shall have been paid in full, such A Ordinary shares of 2 penceshall be automatically sub-divided and converted into:–

(a) one Ordinary 1 pence share ranking pari passu in all respects and forming part of one uniformclass with the fully paid Ordinary 1 pence shares then in issue.

(b) one Deferred share, and so that the rights attaching to the Deferred shares shall be as follows:

a. no dividend or other distribution shall be paid or made in respect of the Deferred shares;

b. the holders of Deferred shares shall not be entitled to receive notice of, or attend or voteat, any general meeting of the Company;

c. on a return of capital whether on a winding-up or otherwise the holders of the Deferredshares shall be entitled to receive only the amount credited as paid up on each share butonly after the holder of each Ordinary share shall have received the amount paid up orcredited as paid up on such a share together with the payment of £1,000,000 per sharebut the holder of the Deferred shares shall not be entitled to participate further;

d. the creation of the Deferred shares by conversion as aforesaid, shall be deemed to conferirrevocable authority on the Company at any time thereafter to appoint any person toexecute on behalf of the holders of such shares a transfer and/or an agreement to transferthe same, without making any payment to the holders thereof, to such persons as theCompany may determine and to acquire the same in accordance with the provisions ofthe Companies Acts without making any payment to the holders thereof and pendingsuch transfer and/or cancellation to retain the certificates (if any) thereof.

42

7 Share capital (continued)

Warrants and Subscription Rights

At 30 June 2006, the following warrants and subscription rights were outstanding in respect ofordinary shares of 1p each.

Period PriceDate of grant Number of exercise per share

Warrants to subscribe:1 November 2000 57,625,000 November 2000 – October 2007 2p29 November 2000 24,068,750 November 2000 – November 2007 2p

Subscription rights:1 November 2000 13,000,000 November 2000 – October 2007 2p

Each warrant entitles the holder to subscribe for one Ordinary share of 1p at 2p per share at any timeup to 31 October 2007. Each subscription right entitles the holder to subscribe for one Ordinary shareof 1p at 2p per share at any time up to 31 October 2007, on the exercise of which he will be issuedfour warrants. If all of the 13,000,000 subscription rights in issue were exercised in full, a total of52,000,000 additional warrants would be issued. Post balance sheet changes to the warrants andfurther subscription rights are detailed per note 14.

Partly Paid Shares

The balance on the partly paid shares will be payable upon the Directors resolving to make such a call.

Year ending 30 June 2005

The authorised share capital of the Company was by virtue of a Special Resolution passed on 10 June2005, and of a Scheme of Arrangement sanctioned by an Order of the High Court of Justice on 27June 2005 reduced from 500,000,000 Ordinary Shares of 1 pence each to 298,085,000 Ordinaryshares of 1 pence each by the cancellation of the 201,915,000 allotted Ordinary shares of 1 pence eachissued at 2 pence per share partly paid as to 0.25 pence nominal value per share.

The said Special Resolution also provided that the authorised share capital of the Company should beincreased by the creation of 201,915,000 new A ordinary shares of 2 pence each and the allotment of201,915,000 A Ordinary shares of 2 pence each as partly paid to the amount of 0.5 pence per share.

Year ending 30 June 2006

On 18 July 2005, the Company issued 12,500,000 new ordinary shares of 1 pence each for cash, at apremium of 1 pence per share.

43

8 Reserves

Sharepremium Profit andaccount loss account Total

£000 £000 £000

As at 1 July 2003 2,097 (107) 1,990Loss for the year – (31) (31)

———— ———— ————As at 30 June 2004 2,097 (138) 1,959Cancellation of Ordinary shares (2,019) – (2,019)Expenses of share cancellation and issue (52) – (52)Loss for the year – (131) (131)

———— ———— ————As at 30 June 2005 26 (269) (243)Issue of shares 125 – 125Profit for the year – 9 9

———— ———— ————As at 30 June 2006 151 (260) (109)———— ———— ————

9 Reconciliation of movements in shareholders’ funds

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

At the beginning of the year 2,625 2,594 897Issue of shares – 1,010 250Cancellation of shares – (2,524) –Expenses of share issue – (52) –(Loss)/profit for the year (31) (131) 9

———— ———— ————At the end of the year 2,594 897 1,156———— ———— ————

10 Related party transactions

Year ended 30 June 2004

During the year, Bilton House Investments Limited charged the Company £16,535 in connection withexpenses incurred on potential acquisitions. A J G Bilton, a former director of the Company, is adirector and majority shareholder of Bilton House Investments Limited.

At 30 June 2004, £nil was due to Bilton House Investments Limited and included within othercreditors.

The Company also incurred costs of £16,391 and £16,405 in connection with expenses incurred onpotential acquisitions by G Baker, a former director of the Company, and A D Pereira respectively.

There were no outstanding amounts due to G Baker or A D Pereira at, either 30 June 2006 or 30 June2005.

Year ended 30 June 2005

During the year, Bilton House Investments Limited charged the Company £17,850 in connection withexpenses incurred on potential acquisitions. A J G Bilton is a director and majority shareholder ofBilton House Investments Limited.

At 30 June 2005, £4,405 was due to Bilton House Investments Limited and included within othercreditors.

The Company also incurred costs of £17,890 and £17,850 in connection with expenses incurred onpotential acquisitions by G Baker and A D Pereira respectively.

44

10 Related party transactions (continued)

There were no outstanding amounts due to G Baker or A D Pereira at, either 30 June 2006 or 30 June2005.

Year ended 30 June 2006

During the year OVTV Limited charged the Company £6,500 in respect of office administration costs.O J Vaughan is a director and shareholder of OVTV Limited. At 30 June 2006 £nil was due to OVTVLimited.

11 Reconciliation of operating loss to net cash flow from operating activities

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Operating loss (75) (178) (42)(Increase)/decrease in debtors (1) – (51)Increase/(decrease) in creditors (8) 85 (62)

———— ———— ————Net cash flow from operating activities (84) (93) (155)———— ———— ————

12 Reconciliation of net cash flow to movement in net funds

30 June 2004 30 June 2005 30 June 2006£000 £000 £000

Increase/(decrease) in cash in the year 10 (26) 1,138Cash inflow from management of liquid resources (55) (72) (992)

———— ———— ————Movement in net funds/(debt) in the year (45) (98) 145Net funds at the beginning of the year 1,135 1,090 992

———— ———— ————Net funds at the end of the year (note13) 1,090 992 1,137———— ———— ————

13 Analysis of net funds

At start of At the endthe year Cash flow of the year

£000 £000 £000Year ended 30 June 2004Cash in hand, at bank 16 10 26Liquid resources 1,119 (55) 1,064

———— ———— ————Total 1,135 (45) 1,090———— ———— ————Year ended 30 June 2005Current asset investmentsCash in hand, at bank 26 (26) –Liquid resources 1,064 (72) 992

———— ———— ————Total 1,090 (98) 992———— ———— ————Year ended 30 June 2006Cash in hand, at bank – 1,137 1,137Liquid resources 992 (992) –

———— ———— ————Total 992 145 1,137———— ———— ————

45

46

14 Post balance sheet events

Warrants and further subscription rights

On 19 December 2006, the Company sent out a proposal to the holders (other than the Directors andG Baker) of the 81,693,750 warrants and the 13,000,000 further subscription rights.

It was proposed that the remaining warrant and further subscription right holders exercise one eighth of theirholdings and cancel the remaining seven eighths, and that the compensation for cancelling the seven eighthsbe equal to the costs of exercising one eighth.

By deeds of cancellation dated 2 February 2007 the 31,250,000 warrants and 6,250,000 further subscriptionrights held by the three Directors and one former Director were cancelled and 31,250,000 new warrants (eachentitling the holders to subscribe for one Ordinary share of 1p at 2p per share at any time up to 31 March2010) issued.

As a result of these proposals, all 13,000,000 further subscription rights and 72,781,250 warrants werecancelled and 9,410,155 new shares and 31,250,000 new warrants were issued.

PART V

Financial Information and Accountant’s report on the Group

A – Accountant’s report on the Group

BDO Stoy Hayward LLP BDO Stoy Hayward LLPChartered Accountants Connaught House

Alexandra TerraceGuildfordSurrey GU1 3DA

The Directors 13 February 2007Cassian Investments Plc17 Hanover SquareLondonW1S 1HU

The DirectorsCorporate Synergy Plc30 Old Broad StreetLondonEC2N 1HT

Dear Sirs

Praise Ease Limited (“Praise Ease”) and its subsidiary undertaking (together, the “Group”)

Introduction

We report on the financial information for the years ended 30 June 2004, 30 June 2005 and 30 June 2006 setout in Section B of Part III. This financial information has been prepared for inclusion in the admissiondocument dated 13 February 2007 of Cassian Investments Plc (the “Admission Document”) on the basis ofthe accounting policies set out in notes 2 and 3 to the financial information. This report is required byparagraph (a) of Schedule Two of the AIM Rules and is given for the purpose of complying with thatparagraph and for no other purpose.

Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules to any person asand to the extent there provided, to the fullest extent permitted by the law we do not assume anyresponsibility and will not accept any liability to any other person for any loss suffered by any such otherperson as a result of, arising out of, or in connection with this report or our statement, required by and givensolely for the purposes of complying with Schedule Two of the AIM Rules consenting to its inclusion in theAdmission Document.

Responsibilities

As described in Section B of Part III, the directors of the Company are responsible for preparing the financialinformation on the basis of preparation set out in note 2 to the financial information and in accordance withapplicable law and International Financial Reporting Standards (“IFRSs”) as adopted by the EuropeanUnion.

It is our responsibility to form an opinion on the financial information as to whether the financial informationgives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you.

47

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the financial information. It also included an assessment of significant estimatesand judgements made by those responsible for the preparation of the financial information and whether theaccounting policies are appropriate to the entity’s circumstances, consistently applied and adequatelydisclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial information is free from material misstatement whether caused by fraud or other irregularity orerror. However, the evidence available to us was limited because revenue of RMB 10,720,371 in the year to30 June 2004 and RMB 218,034 in the year to 30 June 2005 comprised sales over which there was no systemof control on which we could rely for the purposes of our work and cost of sales of RMB 9,622,354 in theyear to 30 June 2004 and RMB 232,450 in the year to 30 June 2005 comprised purchases over which therewas no system of control on which we could rely for the purposes of our work. There were no othersatisfactory procedures that we could adopt to confirm that sales and purchases were properly recorded.

Qualified opinion arising from limitation of audit scope

Except for any adjustments that might have been found necessary had we been able to obtain sufficientevidence concerning revenue and cost of sales, in our opinion, the financial information gives, for thepurposes of the Admission Document, a true and fair view of the state of affairs of the Group as at 30 June2004, 30 June 2005 of its consolidated results, cash flows and changes in equity for the periods then endedin accordance with the basis of preparation set out in notes 2 and 3 to the financial information and has beenprepared in accordance with applicable IFRSs as described in notes 2 and 3 to the financial information.

In our opinion the financial information gives, for the purposes of the Admission Document, a true and fairview of the state of affairs of the Group as at 30 June 2006 of its consolidated profits, cash flows and changesin equity for the period then ended in accordance with the basis of preparation set out in notes 2 and 3 to thefinancial information and has been prepared in accordance with applicable IFRSs as described in notes 2 and3 to the financial information.

Declaration

For the purposes of Paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report aspart of the Admission Document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts andcontains no omission likely to affect its import. This declaration is included in the Admission Document incompliance with Schedule Two of the AIM Rules.

Yours faithfully

BDO Stoy Hayward LLPChartered Accountants

48

Part B – Financial information

Responsibility

The directors of the Company are responsible for preparing the financial information set out below on thebasis of preparation set out in note 2 to the financial information and in accordance with applicable law andInternational Financial Reporting Standards (“IFRSs”) adopted by the European Union.

PRAISE EASE LIMITED(Company Reg. no. 955627)

(Incorporated in Hong Kong Special Administrative Region)

Consolidated income statements

Year ended Year ended Year ended30 June 30 June 30 June

2004 2005 2006Notes (RMB) (RMB) (RMB)

Revenue 4 13,805,763 13,529,743 194,713,009Cost of sales (12,344,063) (12,318,737) (157,749,659)

—————– —————– —————–Gross profit 1,461,700 1,211,006 36,963,350Other operating income 5 – – 4,154,114Distribution costs (121,173) (41,765) (9,438,365)Administrative expenses (1,235,608) (1,936,096) (4,430,087)Other operating expenses (880) (16,661) (1,129,219)

—————– —————– —————–Profit/(loss) from operations 104,039 (783,516) 26,119,793Finance income 6 2,041 1,310 7,553Finance costs 6 (104) (2,177) (20,393)

—————– —————– —————–Profit/(loss) before income tax 7 105,976 (784,383) 26,106,953Income tax 9 47,502 (11,401) (26,601)

—————– —————– —————–Net profit/(loss) for the year 153,478 (795,784) 26,080,352—————– —————– —————–All amounts relate to continuing activities.

All recognised gains and losses in the period are included in the income statement.

49

Consolidated balance sheets

30 June 30 June 30 June2004 2005 2006

Notes (RMB) (RMB) (RMB)AssetsNon-current assetsProperty, plant and equipment 10 77,898 10,518,348 10,278,763Deferred tax 16 47,502 36,101 9,500

—————– —————– —————–Total non-current assets 125,400 10,554,450 10,288,263—————– —————– —————–Current assetsInventories 11 125,539 1,942,168 3,438,226Trade and other receivables 12 3,450,559 12,646,101 49,649,404Cash and cash equivalents 23 51,338 195,062 26,141,469

—————– —————– —————–Total current assets 3,627,436 14,283,331 79,229,099—————– —————– —————–Total assets 3,752,836 25,307,780 89,517,362—————– —————– —————–LiabilitiesCurrent liabilitiesTrade and other payables 13 2,599,358 13,979,775 42,893,100Income tax payable – – –

—————– —————– —————–Total current liabilities 2,599,358 13,979,775 42,893,100—————– —————– —————–Non-current liabilitiesLong term liabilities 14 – – 9,775,780

—————– —————– —————–Total non-current liabilities – – 9,775,780—————– —————– —————–Total liabilities 2,599,358 13,979,775 52,668,880—————– —————– —————–Total net assets 1,153,478 11,358,005 36,848,482—————– —————– —————–Capital and reserves attributable to

equity holders of the companyRegistered capital 17 – 10,311 10,311General reserves 18 – – 2,543,605Other reserve 18 1,000,000 11,990,000 11,400,125Retained earnings 18 153,478 (642,306) 22,894,441

—————– —————– —————–Equity attributable to equity holders

of the company 1,153,478 11,358,005 36,848,482—————– —————– —————–Total equity 1,153,478 11,358,005 36,848,482—————– —————– —————–

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Consolidated statement of changes in equity

RetainedEarnings

Registered Other General (accumulatedCapital Reserve Reserve losses) Total

(RMB) (RMB) (RMB) (RMB) (RMB)

Balance as at 30 June 2003 – – – – –Other reserve (note 3a) – 1,000,000 – – 1,000,000Profit for the year – – – 153,478 153,478

————— ————— ————— ————— —————Balance as at 30 June 2004 – 1,000,000– – 153,478 1,153,478Capital injection 10,311 – – – 10,311Other reserve (note 3a) 10,990,000 10,990,000Net loss in the financial period – – – (795,784) (795,784)

————— ————— ————— ————— —————Balance as at 30 June 2005 10,311 11,990,000 – (642,306) 11,358,005Net profit in the financial period – – – 26,080,352 26,080,352Other reserve (note 3a) (589,875) (589,875)Transfer to general reserve – – 2,543,605 (2,543,605) –

————— ————— ————— ————— —————Balance as at 30 June 2006 10,311 11,400,125 2,543,605 22,894,441 36,848,482————— ————— ————— ————— —————

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Consolidated cash flow statement

Year ended Year ended Year ended30 June 30 June 30 June

2004 2005 2006(RMB) (RMB) (RMB)

Cash flows from operating activitiesNet profit/(loss) 153,478 (795,784) 26,080,352Depreciation and amortisation 12,300 18,233 1,986,930Income tax (recovered)/ expense (47,502) 11,401 26,601

—————– —————– —————–Operating profit before changes in working capital

and provisions 118,276 (766,150) 28,093,883—————– —————– —————–

(Increase) in inventories (125,539) (1,816,628) (1,496,059)(Increase) in trade and other receivables (3,450,559) (9,215,232) (27,502,679)Increase in payables 2,599,358 11,400,417 21,795,743

—————– —————– —————–Cash generated (used in)/from operations (858,464) (397,593) 20,890,888Income taxes paid – – –

—————– —————– —————–Cash flows (used in)/from operating activities (858,464) (397,593) 20,890,888

—————– —————– —————–Cash flows from investing activitiesPurchase of property, plant and equipment (90,198) (10,458,683) (1,747,345)Cash flows used in investing activities (90,198) (10,458,683) (1,747,345)

—————– —————– —————–Cash flows from financing activitiesContribution from the investors 1,000,000 11,000,000 6,802,864New bank loans raised – – –Interest paid – – –

—————– —————– —————–Cash flows generated from/(used in)

financing activities 1,000,000 11,000,000 6,802,864—————– —————– —————–

Increase in cash and cash equivalents 51,338 143,724 25,946,407Cash and cash equivalents at the beginning

of the year – 51,338 195,062—————– —————– —————–

Cash and cash equivalents at the end of year 51,338 195,062 26,141,469—————– —————– —————–

52

Notes to the financial information

1. General

The principal activity of Praise Ease is the holding of investments.

Praise Ease was incorporated on 14 March 2005 in the Hong Kong Special Administrative Region.

The only subsidiary of Praise Ease at 30 June 2006 is Shenzhen Zhong Tian CommunicationEquipments Limited (Zhong Tian).

2. Basis of preparation

The financial information has been prepared under the historical cost convention, which are measuredat fair values and in accordance with International Financial Reporting Standards and InternationalFinancial Reporting Interpretations Committees interpretations (IFRIC) (collectively IFRSs) issuedby the International Accounting Standards Board (IASB).

The preparation of financial information in conformity with IFRSs requires the use of certain criticalaccounting estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosures of contingent assets and liabilities at the date of the financial information and the reportedamounts of revenue and expenses during the relevant period. Although these estimates are based uponmanagement’s best knowledge of current event and actions, actual results may differ from thoseestimates.

3. Accounting policies

The following principal accounting policies have been applied consistently throughout the RelevantPeriod in dealing with items, which are considered material in relation to the financial information:

(a) Basis of consolidation

The directors are of the opinion that consolidated financial statements of the Group will presentmore fairly the results and state of affairs of the Group if the merger method of consolidationis adopted. Under the merger method, the Group financial statements merge the financialstatements of Praise Ease and its subsidiary undertakings as if they had always been so owned.On this basis, Praise Ease has been treated as the holding company of its subsidiary companiesfor the financial years presented rather than from the date of its acquisition.

All significant inter-company transactions and balances within the Group are eliminated in thepreparation of the consolidated financial statements.

(b) Impairment of non-financial assets

Impairment tests on goodwill and other intangible assets with indefinite useful economic livesare undertaken annually on 30 June. Other non-financial assets are subject to impairment testswhenever events or changes in circumstances indicate that their carrying amount may not berecoverable. Where the carrying value of an asset exceeds its recoverable amount (ie. the higherof value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, theimpairment test is carried out on the asset’s cash generating unit (ie. the lowest group of assetsin which the asset belongs for which there are separately identifiable cash flows).

Impairment charges are included in the administrative expenses line item in the incomestatement, except to the extent they reverse gains previously recognised in equity.

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3. Accounting policies (continued)

(c) Foreign currencies

Except for the accounting treatment of paid-in capital, foreign currency transactions aretranslated into Renminbi (RMB) at the exchange rates stipulated by People’s Bank of China(“the stipulated exchange rates”) on the first day of the month in which the transactions tookplace. Monetary assets and liabilities denominated in foreign currencies at the balance sheetdate are translated into RMB at the stipulated exchange rates at the balance sheet date.Exchange differences arising from these translations are expensed, except for those attributableto foreign currency borrowings that have been taken out specifically for the construction offixed assets, which are capitalised as part of the fixed asset costs.

Contributions to paid-in capital made in foreign currencies are translated into the RMBdenominated paid-in capital account at the stipulated exchange rates at the contribution dates.Translation differences arising from the use of different exchange rates to translate the relevantassets and paid-in capital are recorded as capital surplus.

(d) Financial assets

The Group classifies its financial assets into one of the following categories, depending on thepurpose for which the asset was acquired. The Group’s accounting policy for each category isas follows:

Loans and receivables: These assets are non-derivative financial assets with fixed ordeterminable payments that are not quoted in an active market. They arise principally throughthe provision of goods and services to customers (trade debtors), but also incorporate othertypes of contractual monetary asset. At each balance sheet date subsequent to initialrecognition, they are carried at amortised cost using the effective interest rate method less anyidentified impairment losses.

(e) Financial liabilities

Trade payables and other short-term monetary liabilities, which are recognised at amortisedcost.

Bank borrowings, which are initially recognised at the amount advanced net of any transactioncosts. Such liabilities are subsequently measured at amortised cost using the effective interestrate method, which ensures that any interest expense over the period to repayment is at aconstant rate on the balance of the liability carried in the balance sheet. Interest expense in thiscontext includes initial transaction costs and premium payable on redemption, as well as anyinterest or coupon payable while the liability is outstanding.

(f) Leased assets

Where substantially all of the risks and rewards incidental to ownership of a leased asset havebeen transferred to the Group (a finance lease.), the asset is treated as if it had been purchasedoutright. The amount initially recognised as an asset is the present value of the minimum leasepayments payable over the term of the lease. The corresponding lease commitment is shown asa liability. Lease payments are analyzed between capital and interest. The interest element ischarged to the income statement over the period of the lease and is calculated so that itrepresents a constant proportion of the lease liability. The capital element reduces the balanceowed to the lessor.

Where substantially all of the risks and rewards incidental to ownership are retained by thelessor, (an operating lease.), the total rentals payable under the lease are charged to the incomestatement on a straight-line basis over the lease term.

The land and buildings elements of property leases are considered separately for the purposesof lease classification.

54

3. Accounting policies (continued)

(g) Employee benefits

Obligations for contributions to defined contribution retirement plans are recognised as anexpense in the income statements as incurred.

(h) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment.

Subsequent costs are included in the assets carrying amount or recognised as a separate asset,as appropriate, only when it is probable that future economic benefits associated with the itemwill own to the Group and the cost of the item can be measured reliably. All other repair andmaintenance costs are charged to the income statement during the financial year in which theyare incurred.

An asset is written down immediately to its recoverable amount if its carrying amount is higherthan the asset’s estimated recoverable amount.

Property, plant and equipment are depreciated at rates sufficient to write off their cost net ofexpected residual value over their estimated useful lives on a straight-line basis. The usefullives and residual value are reviewed, and adjusted if appropriate, at each balance sheet date.The principal annual rates are as follows:

Buildings 4.5%Machinery 18%Motor vehicles 18%Furniture, fixtures and equipment 18%

Construction in progress for production, rental or administrative purposes, or for purposes notyet determined, are carried at cost, less any recognised impairment loss. No depreciation isprovided in respect of construction in progress. Cost includes professional fees and, forqualifying assets, borrowing costs capitalised in accordance with the Group’s accountingpolicy. When the assets are ready for their intended use, they are transferred to the appropriateasset category at which time depreciation commences and is provided at the rate relevant to thatasset category.

The gain or loss on disposal of a fixed asset is recognised in the income statement.

(i) Interests in leasehold land held for own use under operating leases

Interests in leasehold land held for own use under operating leases represent up-front paymentsto acquire long-term interest in lessee-occupied properties. These payments are stated at costand are amortised over the lease term on a straight-line basis to the income statement.

(j) Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and netrealisable value. Cost comprises all costs of purchase, costs of conversion and other costsincurred in bringing the inventories to their present location and condition.

First-in-first-out cost is used to determine the cost of ordinarily interchangeable items.

(k) Income taxes

Income taxes for the year comprise current tax and deferred tax. Current tax is based on theprofit or loss from ordinary activities adjusted for items that are non-assessable or disallowablefor income tax purposes and is calculated using tax rates that have been enacted orsubstantively enacted at the balance sheet date.

55

3. Accounting policies (continued)

(k) Income taxes (continued)

Deferred tax arises from temporary differences between the carrying amounts of assets andliabilities for financial reporting purposes and the corresponding amounts used for tax purposesand is accounted for using the balance sheet liability method. Except for recognised assets andliabilities that affect neither accounting nor taxable profits, deferred tax liabilities arerecognised for all temporary differences. Deferred tax assets are recognised to the extent thatit is probable that taxable profits will be available against which deductible temporarydifferences can be utilised. Deferred tax is measured at the tax rates expected to apply in theperiod when the liability is settled or the asset is realised based on tax rates that have beenenacted or substantially enacted at the balance sheet date.

Income taxes are recognised in the income statement except when they relate to items directlyrecognised in equity in which case the taxes are also directly recognised in equity.

(l) Revenue recognition

Revenue from sales of goods is recognised when significant risks and rewards of ownership ofthe goods are transferred to the customer, when the group neither retain continuing managerialinvolvement to the degree usually associated with ownership nor effective control over goodssold, when it is probable that the economic benefits associated with the transaction will flow tothe group and when the relevant amount of revenue and costs can be measured reliably.

Revenue from provision of service is recognised when services are rendered in accordance withthe terms of service contracts and in stages as separately identifiable phases of a project arecompleted. Foreseeable losses on projects in progress are recognised in full when identified.

(m) Provisions and contingent liabilities

Provisions are recognised for liabilities of uncertain timing or amount when the Group has alegal or constructive obligation arising as a result of a past event, which will probably result inan out flow of economic benefits that can be reasonably estimated.

Where it is not probable that an out flow of economic benefits will be required, or the amountcannot be estimated reliably, the obligation is disclosed as a contingent liability, unless theprobability of out flow of economic benefits is remote. Possible obligations, the existence ofwhich will only be confirmed by the occurrence or non-occurrence of one or more futureevents, are also disclosed as contingent liabilities unless the probability of out flow ofeconomic benefits is remote.

4. Revenue

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Revenue of “ZTC” products – – 186,853,317Revenue of OEM products – 9,717,474 6,145,333Revenue of trading goods 13,805,763 3,812,269 1,714,359

—————– —————– —————–Total 13,805,763 13,529,743 194,713,009—————– —————– —————–

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5. Other operating income

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Income from sales of components – – 299,145Income from processing – – 3,777,077Income from providing value added service – – 69,122Other minors – – 8,770

—————– —————– —————–Total – – 4,154,114—————– —————– —————–

6. Finance income and costs

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Finance income-Bank interest 2,041 1,310 7,553

—————– —————– —————–2,041 1,310 7,553—————– —————– —————–

Finance costs– Bank charges 104 1,409 14,260– Other minors – 768 6,133

—————– —————– —————–104 2,177 20,393—————– —————– —————–

7. Profit/(loss) before tax

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

This has been arrived at after charging:Staff costs (note 8) 288,580 547,002 2,408,191Audit fees – 8,000 –Fees paid to the company’s auditorsfor non-audit services – 80,000 80,000Foreign exchange differences – 413 -1,504Research and development cost – – –Depreciation on property, plant and equipment

and amortisation 12,300 18,233 1,986,930Amortisation of land lease payment – – –Amortisation of intangible assets – – –Operating lease expense 223,840 855,860 1,092,360

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8. Staff costs

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Staff costs (including directors) compriseWages and salaries 257,399 489,626 2,190,590Employer’s national insurance contributions 31,181 57,376 217,601

—————– —————– —————–288,580 547,002 2,408,191—————– —————– —————–

The number of employees of the group as at 30 June 2006 was 283 (30 June 2005: 31 and 30 June2004: 20).

Directors’ remuneration

Included in staff costs is directors’ remuneration analysed as follows:

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Emoluments 57,070 115,094 217,012—————– —————– —————–9. Tax expense

According to the relevant PRC tax rules and regulations, the standard Enterprise Income Tax (EIT) atthe rate is 33 per cent.

Zhong Tian was located in Shenzhen, the special economic zone, which make it eligible to enjoy thefavourable income tax rate, 15 per cent. At the end of 2005, Zhong Tian became a wholly foreigninvested company and was entitled to another income tax preference policy “2 years exemption and 3years 50 per cent. discount from the first profit making year”. Thus, the income tax was exemptedtotally for the statutory financial year 2005 and 2006.

Current tax expenses of the Group for the financial years 2004 and 2005 represent PRC EIT calculatedat the standard income tax rate or approved income tax rate on the assessable income.

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Current tax expensesPRC corporation income tax on assessable

profit for the year – – –Deferred tax expensesOrigination and reversal of timing differences 47,502 (11,401) (26,601)

—————– —————– —————–Total tax expense/(recovered) 47,502 (11,401) (26,601)—————– —————– —————–No provision for current tax was made in the financial year 2004, 2005 and 2006 because:

1. In P.R.C., the statutory financial year for income tax declaration is as at 31 December, theGroup had no assessable profit for the statutory financial year 2003 and 2004.

2. In 2005 and 2006, Zhong Tian was in tax exemption holiday.

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9. Tax expense (continued)

The tax expense for the year can be reconciled to the profit/(loss) per the income statement as follows:

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Profit/(loss) before tax 105,976 (784,383) 26,104,962—————– —————– —————–Expected tax charges based on the tax rate as 15% 15,896 (117,657) 3,915,744Tax exemption and concessions – – (3,942,345)Non-deductible expenses 12,186 5 –Tax effect of unused tax losses not recognised

by tax authority 19,420 106,251 –—————– —————– —————–

Current tax charge/(credit) for year 47,502 (11,401) (26,601)—————– —————– —————–10. Property, plant and equipment

Renovation Officefor the assets Motor equipments

under leasement Machinery vehicles and others Total(RMB) (RMB) (RMB) (RMB) (RMB)

CostOpening balance – – – – –Additions – 19,700 – 70,498 90,198

————— ————— ————— ————— —————As at 30 June 2004 – 19,700 – 70,498 90,198Additions 7,500 10,081,138 – 370,045 10,458,683

————— ————— ————— ————— —————As at 30 June 2005 7,500 10,100,838 – 440,543 10,548,881Additions 131,912 – 1,549,313 66,120 1,747,345

————— ————— ————— ————— —————As at 30 June 2006 139,412 10,100,838 1,549,313 506,663 12,296,226DepreciationOpening balance – – – – –Provided for the year – 985 – 11,315 12,300

————— ————— ————— ————— —————As at 30 June 2004 – 985 – 11,315 12,300Provided for the year – 6,453 – 11,780 18,233

————— ————— ————— ————— —————As at 30 June 2005 – 7,438 – 23,095 30,533Provided for the year 8,151 1,837,772 69,542 71,465 1,986,930

————— ————— ————— ————— —————As at 30 June 2006 8,151 1,845,210 69,542 94,560 2,017,463

Net book valueAt 30 June 2004 – 18,715 – 59,183 77,898————— ————— ————— ————— —————At 30 June 2005 7,500 10,093,400 – 417,448 10,518,348————— ————— ————— ————— —————At 30 June 2006 131,261 8,255,628 1,479,771 412,103 10,278,763————— ————— ————— ————— —————

59

11. Inventories

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

At costRaw material 122,344 233,032 2,344,122Work in progress – – 716,736Low value consumptions – – 27,270Finished goods 3,195 1,709,136 653,009Less: Provision of stock – – (302,911)

—————– —————– —————–125,539 1,942,168 3,438,226—————– —————– —————–

12. Trade and other receivables

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Trade debtors-third parties 246,050 3,146,000 33,938,972Deposit paid – 566,700 199,200Prepayment 1,656,212 7,328,428 15,290,401Other receivables 17,321 51,347 220,831Amount due from related parties 1,530,976 1,553,626 –

—————– —————– —————–3,450,559 12,646,101 49,649,404—————– —————– —————–

The Group has no significant concentrations of credit risk, with exposure spread over a number ofcustomers.

Amount due from related companies and equity holders are unsecured, interest free and repayable ondemand.

As at 30 June 2006, 2005 and 2004, all the trade and other receivables were denominated in Renminbi.The directors consider that the carrying amount of trade and other receivables approximates to theirfair value.

13. Trade and other payables and accruals

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Trade creditors 1,954 2,912,949 14,064,049Advance from customers 97,479 1,657,575 8,153,716Deposits received 1,240,000 2,056,580 3,410,140AccrualsPayroll payable 45,502 143,389 1,003,378Other payables – 2,350,491 412,224Tax payable 470,583 496,091 5,230,043Amount due to related parties 743,840 4,362,700 6,910,550

—————– —————– —————–Total 2,599,358 13,979,775 42,893,100—————– —————– —————–The directors consider that the carrying amount of trade and other payables approximates their fairvalue.

Amount due from related companies and equity holders are unsecured, interest free and repayable ondemand.

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14. Long term liabilities

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Amount due to related parties – – 9,775,780—————– —————– —————–

Total – – 9,775,780—————– —————– —————–15. Financial instruments-risk management

The Group is exposed through it operations to one or more of the following risks:

• Foreign currency risk

• Liquidity risk

• Credit risk

The policy for managing these risks is set by the board. The policy for each of the above risks isdescribed in more detail below.

Foreign currency risk

Foreign exchange risk arises because the Group sold its products to overseas markets which thetransactions are denominated in US dollars or HK dollars. However, since the overseas sales amountaccounts for an insignificant portion of total sales, the foreign currency risk exposure is notsignificant.

Liquidity risk

Cash budgets are set out in advance, enabling the Group’s cash requirements to be anticipated. TheGroup maintains good relationships with the major banks locally and foresees no difficulties in raisingnew bank borrowings, if needed, to meet planned future cash requirements and short-term cashshortages.

Credit risk

The Group is mainly exposed to credit risk from credit sales. It is the Group’s policy, implemented bythe group’s management, to assess the credit risk of the new customers before entering contracts. TheGroup closely monitors the creditability of its existing customers and will require the advancepayment if necessary. The Group will terminate business with customers with a poor credit history.The Group’s management considers the above measures to be sufficient to control the credit riskexposure.

The Group does not enter into complex derivatives to manage credit risk.

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16. Deferred tax

Deferred tax is calculated as temporary differences under the liability method and is measured as thetax rates expected to apply in the period when the asset is realised or the liability is settled.

The movement on the deferred tax assets/liabilities is as shown below:

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

At 1 July 0 47,502 36,101Profit and loss credit/(charge) 47,502 (11,401) (26,601)

—————– —————– —————–At 30 June 47,502 36,101 9,500—————– —————– —————–Deferred tax assets have been recognised in respect of the tax losses and other temporary differencesgiving rise to deferred tax assets because it is probable that these assets will be recovered.

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offsetand there is an intention to settle the balances net.

Details of the components of deferred tax are as follows:

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Temporary difference– Expense recognition 47,502 36,101 9,500

—————– —————– —————–Deferred tax assets 47,502 36,101 9,500—————– —————– —————–

17. Registered capital

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Registered capital – 10,311 10,311—————– —————– —————–Paid in capital – 10,311 10,311—————– —————– —————–

18. Reserves

The following describes the nature and purpose of each reserve within owners’ equity.

Reserves Description and purpose

Other reserve The other reserve is the amount arising from Praise Ease’s accountingpolicy on consolidation, as set out in the accounting policies note. Underthis method of accounting, the difference between the consideration for thecontrolling interest and the nominal value of the shares acquired is takento other reserves on consolidation. The share capital reflects Praise Ease’sshare capital and the retained earnings reflects the cumulative profits as ifthe current group structure had always been in place.

General reserve Provision based on 10 per cent of cumulative net profit under PRC relevantlaws and regulations, limited to 50 per cent of registered capital.

Retained earnings/ Cumulative net gains and losses recognised in the income statement.(accumulated losses)

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19. Leases

Operating leases-lessee

The total future minimum lease payments are due as follows:

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Not later than one year 811,360 958,360 1,222,360Later than one year but not later than five years 3,245,440 3,833,440 4,121,440Later than five years 2,764,395 2,882,377 2,471,150

—————– —————– —————–At 30 June 6,821,195 7,674,177 7,814,950—————– —————– —————–

20. Related party transactions

During the years ended 30 June 2004, 2005 and 2006, the group entered into the followingtransactions with related parties.

Transaction amountFY ended FY ended FY ended Balance owed/(owing)

Related party Type of 30 June 30 June 30 June 30 June 30 June 30 June relationship transaction 2004 2005 2006 2004 2005 2006

(RMB) (RMB) (RMB) (RMB) (RMB) (RMB)Chairman of Rental

ZTC expense – 43,500 135,000 – – –

Chairman of ZTC Funding – – – 1,530,976 1,400,126 (15,115,944)

Relative of the RentalChairman expense 193,840 775,360 829,360 – – –

Relative of the Chairman Funding – – – (743,840) (3,909,200) (1,570,386)

Secretary of the Board Funding – – – – (300,000) –

The Group has not made any provision for bad or doubtful debts in respect of related party debtorsnor has any guarantee been given or received during financial year ended June 30, 2004, 2005 and2006.

21. Capital commitments

As at June 30 2004, 2005 and 2006, there was no material capital commitments for the Group.

22. Post balance sheet events

At the report date, there are no subsequent events of which the financial statements users should beaware.

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64

23. Cash and cash equivalents

FY ended FY ended FY ended 30 June 2004 30 June 2005 30 June 2006

(RMB) (RMB) (RMB)

Cash available on demand 51,338 195,062 26,141,469Short term deposits – – –

—————– —————– —————–51,338 195,062 26,141,469—————– —————– —————–

Net cash increase in cash and cash equivalents 51,338 143,724 25,946,407Cash and cash equivalents at the beginning

of the year – 51,338 195,062—————– —————– —————–

Cash and cash equivalents at the end of the year 51,338 195,062 26,141,469—————– —————– —————–24. Critical accounting judgments and key sources of estimation and uncertainty

Critical judgments in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, which are described in note 3 above,judgment was applied by the directors in estimating the provision for doubtful trade and receivablesand obsolete stock.

No other material judgments have been made by management that could have a significant effect onthe amounts recognised in the financial statements.

Key sources of estimation and uncertainty

There are no key assumptions concerning the future, and other key sources of estimation uncertaintyat the balance sheet date that could have a significant risk of causing a material adjustment to thecarrying amounts of the assets and liabilities within the next financial year.

25. Interest in subsidiary

% ofName of subsidiary Place of incorporation Principal activities shareholdings

Shenzhen Zhong Tian The People’s Republic Production and 100%Communications of China distribution ofEquipment Limited (“Zhong Tian”) electronic products.

Combination of business:

On 18 April 2005 Praise Ease acquired 25 per cent. of the share capital of Zhong Tian and 10 April2006 it acquired the remaining 75 per cent. Praise Ease paid cash consideration of RMB 2,102,575for the entire share capital. Merger accounting has been adopted for this business combination.

Praise Ease has invested a further RMB 5,185,400 in additional share capital in Zhong Tian since itsacquisition.

In addition to Zhong Tian, Praise Ease had one further wholly owned subsidiary, ZTC (Fujan)Stainless Steel Products Limited, a company incorporated in the People’s Republic of China. Thecompany, which was dormant throughout the period of ownership, was sold on 9 May 2006 for itscarrying value in the accounts of RMB 10,311.

PART VI

Additional information

1 Incorporation and Status of the Company

1.1 The Company was incorporated and registered in England and Wales on 18 February 2000, as a publiclimited company with the name of Dealstore II PLC and with registered number 3928553. TheCompany subsequently changed its name, on 17 March 2000, to E-Cap II PLC and, on 2 October2000, to Cassian Investments PLC.

1.2 The principal legislation under which the Company operates is the Act and the regulations madethereunder.

1.3 The liability of the members of the Company is limited.

1.4 The registered office of the Company is at 17 Hanover Square, London W1S 1HU. Telephone: +4420 7917 8500.

1.5 The Company is domiciled in the United Kingdom.

1.6 The Company has no subsidiary or associated undertakings.

2 Scheme of Arrangements

On 17 May 2005 the Company sent the Scheme Circular to its shareholders. The purpose of the Scheme wasto restructure the share capital of the Company so as to remedy an error made both on the Initial Subscriptionand on the subscriptions made pursuant to the Offer for Subscription. The error arose as follows: section 101of the Act provides that a public company shall not allot a share except as paid up at least as to one quarterof its nominal value (i.e. one quarter of 1p in the case of the Ordinary Shares) and the whole of any premiumon it (i.e. 1p in the case of the Ordinary Shares), in other words a total of 1.25p on each Ordinary Share.However, 96,275,000 of the Ordinary Shares subscribed by the Initial Investors and all of the OrdinaryShares subscribed pursuant to the Offer for Subscription were paid up as to only 0.5p.

Under the Scheme all of the partly paid Ordinary Shares then in issue were cancelled and each holder ofpartly paid Ordinary Shares received one new A Share of 2p, credited as partly paid up at 0.5p, for eachScheme Share held by him. The Scheme also provided that the Company released the liability to it of theholders of such partly paid Ordinary Shares under the Act and the Company was, in turn, released from anyliability to holders of partly paid Ordinary Shares arising from or in connection with the Initial Subscriptionor the Offer for Subscription. Accordingly, neither the Company nor any Shareholder has any liability forthe technical breach of the Act described above.

3 Share Capital of the Company

3.1 At the date of incorporation the Company had an authorised share capital of £5,000,000 divided into500,000,000 Ordinary Shares of 1p each and the two subscriber shares were issued nil paid.

3.2 On 10 October 2000 the Company issued a total of 2,499,998 Ordinary Shares to the Founders forcash fully paid at 2p per share and the two subscriber shares were transferred to the foundingshareholders and paid up.

3.3 On 1 November 2000 10,500,000 Ordinary Shares were issued to the Founders for cash fully paid at2p per share and 57,625,000 Warrants were issued to the Founders and others, and 13,000,000 FurtherSubscription Rights were issued to the Founders.

3.4 On 28 and 29 November 2000 96,275,000 Ordinary Shares the Initial Investors were issued at 2p pershare partly paid as to 0.5p per share and 24,068,750 Warrants.

3.5 On 5 January 2001 105,640,000 Ordinary Shares were issued at 2p per share partly paid as to 0.5pper share to those persons who had applied pursuant to the Prospectus.

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3.6 On 28 June 2005 pursuant to the Scheme of Arrangements all of the 201,915,000 partly paid OrdinaryShares then in issue were cancelled and each holder of partly paid Ordinary Shares received one newA Share of 2p, credited as partly paid up at 0.5p, for each Scheme Share held by him resulting in theissue of a total of 201,915,000 A Shares of 2p each credited as partly paid up at 0.5p per share.

3.7 On 19 July 2005 a total of 12,500,000 Ordinary Shares were issued to Oliver Vaughan, EdwardVandyk, Corporate Synergy Group plc, and Bionex Investments plc (now called Albany Capital plc)for cash fully paid at 2p per share.

3.8 The Ordinary Shares into which A Shares will convert on payment up of the amount due under theCall will rank pari passu in all respects including the right to receive all dividends and otherdistributions declared, made or paid on the Ordinary Shares from the date of this document.

3.9 Following Admission, the New Ordinary Shares may be held in either certificated or uncertificatedform.

3.10 Save as disclosed in this document:

3.10.1 no share or loan capital of the Company has been issued or is proposed to be issued;

3.10.2 no person has any preferential subscription rights for any share capital of the Company; and

3.10.3 no share or loan capital of the Company is under option or agreed, conditionally orunconditionally, to be put under option.

3.11 The authorised and issued share capital of the Company both at the date of this document andfollowing the Call and Admission (assuming full subscription under the Call and therefore thatAlbany subscribes for 5,000,000 New Ordinary Shares pursuant to the Albany Subscription) is asfollows:

As at the date of this documentAuthorised Issued

Amount Number Amount Number

£2,980,850 298,085,000 Ordinary Shares £349,101.55 34,910,155*of 1p each (all fully paid)

£4,038,300 201,915,000 A Shares £4,038,300 201,915,000of 2p each (all partly paid (but paid up as

as to 0.5p per share) to £1,009,575)

As at AdmissionAuthorised Issued

Amount Number Amount Number

£17,980,850 179,808,500 New Ordinary Shares £9,868,251.50 98,682,515**of 10p each (all fully paid)

Nil Nil A Shares Nil Nilof 2p each (all partly paid

as to 0.5p per share)

*This includes the 9,410,155 Ordinary Shares issued pursuant to the Non-Employee Warrant Proposal.

**This includes 941,015 New Ordinary Shares arising from the consolidation of the 9,410,155 Ordinary Shares issuedpursuant to the Non-Employee Warrant Proposal.

3.12 There are no shares in the capital of the Company currently in issue with a fixed date on whichentitlement to a dividend arises and there are no arrangements in force whereby future dividends arewaived or agreed to be waived.

3.13 Save for the Warrants, the Employee Warrants and the option granted to Corporate Synergy pursuantto the option agreement referred to at paragraph 13.9 of Part VI there are, at the date hereof, nooutstanding convertible securities issued by the Company. Details of options intended to be grantedby the Company pursuant to the Share Option Plan are set out at paragraph 6.13 of Part VI.

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3.14 The New Ordinary Shares were created under the Act, are to be issued in British Pounds Sterling andwill have ISIN GB00B1RDDK95.

3.15 The New Ordinary Shares will be subject to the City Code. Under Rule 9 of the City Code (“Rule 9”),any person, or group of persons acting in concert, who acquires, whether by a series of transactionsover a period of time or not, shares which taken together with shares already held by him or sharesheld or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rightsof a company which is subject to the City Code, or any person who, together with persons acting inconcert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rightsand such person, or any person acting in concert with him, acquires additional shares which increasehis percentage of the voting rights, is normally required by the Panel to make a general offer in cashto acquire the remaining shares in the company to all its shareholders at not less than the highest pricepaid by him or any persons acting in concert with him within the preceding twelve months. Rule 9 issubject to a number of dispensations.

In addition, in the event an offeror acquires at least nine-tenths in value of the issued share capital ofthe company to which the offer relates the offeror may in accordance with the procedure set out insections 428-430 of the Act require the holders of any shares he has not acquired to sell them subjectto the terms of the offer, and such shareholders may in turn require the offeror to purchase such shareson the same terms.

3.16 No person has made a public takeover bid for the Company’s issued share capital in the financialperiod to 30 June 2006 or in the current financial period.

3.17 A person is required by law to notify the Company if he has a “notifiable interest” in holdings of 3 percent. or more of the Company’s total voting rights and capital in issue. The obligation also arises ifsuch holdings change to reach, exceed or fall below every 1 per cent. increment above 3 per cent. ofthe Company’s total voting rights and capital in issue.

“Notifiable interests” in this context include both direct and indirect interests in the voting rights ofthe Company, and financial instruments which give the holder the formal entitlement to acquire shareswith voting rights attached.

The obligations to notify the Company as aforesaid are subject to certain exceptions set out in theDisclosure and Transparency Rules published by the FSA.

4 Memorandum and Articles of Association

4.1 The Memorandum of the Company provides that its principal object of the Company is to carry onthe business of a general commercial company. The objects of the Company are set out in full inclause 4 of the Memorandum of Association.

4.2 The Articles of Association of the Company (the “Articles”) contain, inter alia, provisions to thefollowing effect:

4.2.1 General Meeting and Voting Rights

The Company must in each year hold a general meeting as its annual general meeting(“AGM”). AGM’s must be held not more than 15 months after the previous AGM. All othermeetings of members are extraordinary general meetings (“EGM”) and may be convened bythe directors whenever they think fit or, if requisitioned by members, shall be convened for adate not more than 6 weeks after the date of requisition.

The notice to be given of a general meeting shall be 21 clear days in the case of an AGM or anEGM at which a special resolution is proposed and 14 clear days in all other cases.

Members are entitled to attend and vote in person or may appoint a proxy to attend and voteinstead of him.

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Subject to any special rights or restrictions as to voting attached to any shares by or inaccordance with these Articles, on a show of hands every member, who (being an individual)is present in person or (being a corporation) is present by a representative not being himself amember, shall have one vote and on a poll every member who is present in person or by proxyshall have one vote for every share of which he is the holder.

4.2.2 Dividends

Subject to the provisions of the Act, the Company may by ordinary resolution declaredividends to be paid to the members according to their respective rights and interest, but nodividend or interim dividend may be paid otherwise than in accordance with Part VIII of theAct and no dividend shall be payable except out of the profits of the Company or in excess ofthe amount recommended by the Directors.

Subject to the provisions of the Act, the directors may pay such interim dividends as appear tothem to be justified by the profits of the Company available for distribution.

Dividends must be declared and paid according to the amounts paid on the shares in respect ofwhich the dividends are paid and for purposes of this provision of the Articles, no amount paidon a share in advance of calls may be treated as paid on the share. Dividends are to beapportioned and paid pro rata according to the amounts paid on the shares during any portionsof the period in respect of which the dividend is paid but, if any share is issued on termsproviding that it ranks for dividend as from a particular date, the share shall rank for dividendaccordingly.

No unpaid dividend, bonus or interest shall bear interest as against the Company.

The Directors may retain any dividends and bonuses payable on shares on which the Companyhas a lien permitted by law and may apply them in or towards satisfaction of the debts,liabilities or engagements in respect of which the lien exists.

Any general meeting declaring a dividend or bonus may direct payment of the dividend orbonus wholly or partly by the distribution of specific assets and, in particular, of paid up sharesor debentures of another company or in any one or more of these ways.

All unclaimed dividends may be invested or otherwise made use of by the Directors for thebenefit of the Company until claimed. Dividends unclaimed for 12 years after the date theywere declared or they became due for payment shall, unless the Directors otherwise resolve, beforfeited and revert to the Company.

4.2.3 Distribution of Assets on Liquidation

On a winding up of the Company, the balance of the assets available for distribution, afterdeduction of any provision made under section 719 of the Act and subject to any special rightsattaching to any class of shares, shall be applied in repaying to the members of the Companythe amounts paid up on the shares held by them. Any surplus assets will belong to the holdersof any ordinary shares then in issue according to the numbers of shares held by them or, if noordinary shares are then in issue, to the holders of any unclassified shares then in issueaccording to the numbers of shares held by them. In addition, the liquidator may, with theauthority of an extraordinary resolution, divide among the members in specie or kind the wholeor any part of the assets of the Company, whether or not the assets consist of property of onekind or of properties of different kinds. He may for that purpose set such value as he deems fairupon any one or more class or classes of property and may determine how the division iscarried out as between the members or different classes of members.

If the Company is put into liquidation, as a result of the matters set out above, then theDirectors and other investors who subscribed to fund the costs of the Call will only be entitledto receive back their original subscription amount or such other lesser proportionate sum as

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may be calculated having deducted the running costs of the Company on a pro rata basis withthe other shareholders, from time to time, of the Company.

4.2.4 Transfer of Shares

Any member may transfer all or any of his certificated shares by transfer in writing in any usualor common form, or in any other form approved by the Directors. In the case of shares held inan uncertificated form the member may transfer his title to the shares by means of a relevantsystem within the meaning of the Uncertificated Securities Regulations 2001.

The instrument of transfer shall be signed by or on behalf of the transferor and (in the case ofa partly paid share) the transferee.

The Directors may, in their absolute discretion and without assigning any reason therefore,decline to register the transfer of a share (not being a fully paid share) to a person of whom theyshall not approve, and they may also decline to register the transfer of a share (not being a fullypaid share) on which the Company has a lien, provided that, in the case of any such sharesbeing listed or admitted to trading on the London Stock Exchange, such discretion may not beexercised in such a way as to prevent dealings in the shares from taking place on an open andproper basis. Subject to the foregoing, the Directors may also decline to register any instrumentof transfer unless:

(a) the instrument of transfer, duly stamped, is deposited at the registered office of theCompany or such other place as the Directors may appoint accompanied by thecertificate of the shares to which it relates, and such other evidence as the Directors mayreasonably require to show the right of the transferor to make the transfer;

(b) the instrument of transfer is in respect of only one class of share; and

(c) in the case of a transfer to joint holders, they do not exceed four in number.

The register of transfers may be closed at such times and for such periods (not exceeding 30days in any year) as the Directors determine.

4.2.5 Issue and Allotment of Shares

Subject to the provisions of the Articles relating to the authority to allot shares, the pre-emptionrights of shareholders, and otherwise and to any resolution of the Company in general meetingpassed pursuant thereto, the unissued shares of the Company (whether forming part of theoriginal or any increased capital) or rights to subscribe for or convert any security into shares,shall be under the control of the directors who may offer, allot, grant options over or otherwisedispose of them to such persons, on such terms and conditions and at such times as they shallthink fit, but so that no share shall be allotted at a discount.

4.2.6 Variation of Rights

Subject to the provisions of the Act and the Memorandum of Association of the Company andunless otherwise provided by the terms of issue of the shares of a certain class or group ofshares, all or any of the special rights and privileges attached to any share or class of sharesmay be varied or abrogated with the consent in writing of the holders of not less than three-quarters of the issued shares of that class or group or with the sanction of an extraordinaryresolution passed at a separate general meeting of the holders of the shares of that class orgroup.

Subject to the terms upon which any shares may be issued, the rights or privileges attached toany class of shares shall not be deemed to be varied or abrogated by the creation or issue of anynew shares ranking pari passu in all respects with those already issued.

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4.2.7 Changes in Share Capital

The Company in general meeting may by ordinary resolution increase its capital by such sum,to be divided into shares of such amounts, as the resolution prescribes.

The Company may by ordinary resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amount than itsexisting shares;

(b) cancel any shares which, at the date of the passing of the resolution, have not been taken,or agreed to be taken, by any person, and diminish the amount of its capital by thenominal amount of the shares cancelled, subject to the provisions of sections 146 to 149of the Act; and

(c) subdivide all or any of its shares into shares of smaller amount than is fixed by theMemorandum of Association and the resolution may determine that, as between theholders of the shares resulting from the subdivision, one or more of the shares may haveany such preferred or other special rights over, or may have such deferred rights, or besubject to any such restrictions as compared with the others as the Company has powerto attach to unissued or new shares.

The Company may by special resolution reduce its share capital and any capital redemptionreserve fund or any share premium account in any manner subject to any conditions andconsents required by law.

4.2.8 Directors

Unless and until otherwise determined by ordinary resolution of the Company in generalmeeting, the number of Directors (other than the alternate directors) shall not be less than twonor more than fifteen.

A director shall not require any shareholding qualification.

The Directors shall be paid out of the funds of the Company by way of remuneration for theirservices such sums as they may determine. The remuneration shall be deemed to accrue fromday to day. The Directors may also be paid all travelling, hotel and other expenses properlyincurred by them in attending and returning from meetings of the Directors or committees ofthe Directors or general meetings of the Company or in connection with the business of theCompany.

Any Director who at the request of the Board performs special services or goes or residesabroad for any purposes of the Company may (unless otherwise expressly resolved by theCompany in general meeting) receive such extra remuneration by way of salary, percentage ofprofits or otherwise as the Board determines.

Each Director may attend and speak at any general meeting of the Company.

A Director may hold any other office or place of profit with the Company (except that ofAuditor) in conjunction with his office of Director for such period and upon such terms as theBoard determines, and may be paid such extra remuneration for it (whether by way of salary,commission, participation in profits or otherwise) as the Board determines. The extraremuneration shall be in addition to any remuneration provided for by or pursuant to any otherArticle.

A Director may be or become a director or other officer of, or otherwise interested in, acompany promoted by the Company or in which the Company is interested, and shall not beliable to account to the Company or the members for any remuneration, profit or other benefitreceived by him as a director or officer of or from his interest in that company. The Board maycause the voting power conferred by the shares in another company held or owned by the

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Company to be exercised in such manner as it thinks fit, including the exercise in favour of aresolution appointing any of the Directors to be directors or officers of that company, or votingor providing for the payment of remuneration to the directors or officers of that company.

A Director shall not vote or be counted in the quorum on a resolution of the Board concerninghis own appointment as the holder of an office or place of profit with the Company or anothercompany in which the Company is interested (including the arrangement or variation of itsterms or its termination).

Subject to relevant legislation, no Director or proposed Director shall be disqualified by hisoffice from contracting with the Company, either with regard to his tenure of any office or placeof profit or as vendor or purchaser or in any other manner. No contract or arrangement in whicha Director is interested shall be liable to be avoided. The Director shall not be liable to accountto the Company or the members for any remuneration, profit or other benefits realised by thecontract or arrangement by reason of his holding that office or of the resulting fiduciaryrelationship.

Except as otherwise provided by the Articles, a Director must not vote on (or be counted in thequorum in respect of) any resolution of the Board concerning a contract or arrangement orother proposal which (together with any interest of any person connected to him) is to hisknowledge, directly or indirectly, a material interest otherwise than by virtue of his interests inshares or debentures or other securities of, or otherwise through, the Company. If he does, hisvote shall not be counted. This prohibition does not apply to any of the following matters,namely:

(a) a contract or arrangement for giving to the Director security or a guarantee or indemnityin respect of:

(b) money lent by him or obligations undertaken by him or by any other person at therequest of or for the benefit of the Company or any of its subsidiaries; or

(c) a debt or obligation of the Company or any of its subsidiaries for which he himself hasassumed responsibility in whole or part under a guarantee or indemnity or by the givingof security;

(d) where the Company or any of its subsidiary undertakings is offering securities in whichoffer the Director is, or may be, entitled to participate as a holder of securities or in theunderwriting or sub-underwriting of which the Director is to participate;

(e) relating to another company in which he and any persons connected to him do not to hisknowledge hold an interest in shares (as that term is used in sections 198 to 211 of theAct) representing one per cent. or more of any class of the equity share capital or of thevoting rights in that company;

(f) relating to a pension, superannuation or similar scheme or retirement, death or disabilitybenefits scheme or employees’ share scheme which does not award him any privilege orbenefit not awarded to the employees to whom the scheme relates; or

(g) concerning insurance which the Company proposes to maintain or purchase for thebenefit of Directors or the benefit of persons including Directors.

A Director who to his knowledge is interested, whether directly or indirectly, in a contract orarrangement or proposed contract or arrangement with the Company must declare the natureof his interest at the meeting of the Board at which the question of entering into the contract orarrangement is first taken into consideration, if he knows his interest then exists, or, in any othercase, at the first meeting of the Board after he knows that he is or has become interested.

Where arrangements are under consideration concerning the appointment (including thearrangement or variation of the terms or the termination of the appointment) of two or more

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Directors to offices or places of profit with the Company or another company in which theCompany is interested, a separate resolution may be put in relation to each Director. In suchcase, each of the Directors concerned shall be entitled to vote (and be counted in the quorum)in respect of each resolution except that concerning his own appointment (or the arrangementor variation of its terms or its termination) and except (in the case of an office or place of profitwith another company) where the other company is a company in which the Director owns oneper cent. or more of the issued equity share capital.

Where a company in which a Director owns one per cent. or more is materially interested in atransaction, he shall also be deemed materially interested in the transaction.

The Articles provides for set procedures for resolution of disputes in respect of materiality ofa director’s interest.

At every annual general meeting one third of the Directors or, if their number is not a multipleof three, then the number nearest to but not exceeding onethird shall retire from office. ADirector retiring at a meeting shall retain office until the close of the meeting. A retiringdirector shall be eligible for re-election.

4.2.9 Borrowing Powers

The Directors may exercise all the powers of the Company to borrow money, and to mortgageor charge all or any part of its undertaking, property and assets (both present and future),including its uncalled capital and, subject to the Statutes, to issue Debentures and othersecurities, whether outright or as collateral security, for any debt, liability or obligation of theCompany or of any third party.

The Board must restrict the borrowings of the Company and exercise all voting and other rightsor powers of control exercisable by the Company in relation to its subsidiaries (if any) so as tosecure (but as regards subsidiaries only in so far as, by the exercise of the rights or powers ofcontrol, the Board can secure) that the aggregate principal amount outstanding of allborrowings by the Group (exclusive of borrowings owing by one member of the Group toanother member) shall not, without the previous sanction of an ordinary resolution, be thegreater of £50,000,000 or seven times the Adjusted Capital and Reserves.

The Articles provides extensive definition as to what constitutes “borrowing” and the means tocalculate the “Adjusted Capital and Reserves”.

No lender or other person dealing with the Company shall be concerned to see or enquirewhether the limit imposed by the above provisions in relation to borrowing is observed. Noborrowing incurred or security given in excess of the limit shall be invalid or ineffectual, exceptin the case of express notice to the lender or the recipient of the security given that the limithad been or would be exceeded.

4.2.10 Pensions and Benefits

In certain circumstances, the Directors may procure the establishment and maintenance of orparticipation in or contribution to any non-contributory or contributory pension orsuperannuation fund, scheme or arrangement or life assurance scheme or arrangement for thebenefit of, and pay, provide for or procure the grant of donations, gratuities, pensions,allowances, bonuses, benefits or emoluments to, any person (including directors and otherofficers whether of the Company or of any other company referred to in this paragraph) who isor has been in the employment of the Company, or of any company which is a subsidiary ofthe Company or a predecessor in business of the Company or a subsidiary, or of any allied orassociated companies of the Company or any such companies and the spouses, widows,widowers, families, dependants or connections of any such persons.

The Directors may establish, maintain and give effect to any scheme approved by an ordinaryresolution for the allotment of or the grant of options to subscribe for shares of the Company

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to persons (including Directors) in the employment of the Company or any subsidiary of theCompany and may exercise all the powers conferred on them by the scheme (including anypower to alter or add to its provisions).

The directors may procure any of the above matters to be done by the Company either alone orin conjunction with any other company.

4.2.11 Untraced Shareholders

The Articles provide specific procedures for dealing with the shares of an untraced shareholderof the Company under which it may sell such shares in certain circumstances.

4.2.12 Notices

Any notice or document may be served by the Company on any member either personally orby sending it through the post in a prepaid letter addressed to him at his registered address. Amember is entitled to receive notices from the Company notwithstanding that his registeredaddress as appearing in the register of members is outside the United Kingdom. In the case ofjoint holders of a share, notices shall be given to that one of the joint holders whose namestands first in the register of members and notice given to him shall be sufficient notice to allthe joint holders. The Articles provides that in certain circumstances notice may be deemed tohave been received.

5 Interests and Dealings

5.1 Directors’ interests in the Company

5.1.1 The interests of the Directors and the persons connected with them all of which are beneficial(which have been notified to the Company pursuant to section 324 and 328 of the Act or arerequired to be disclosed in the Register of Directors’ Interests pursuant to section 325 of theAct) as at the date of this document are set out below. None of the Directors hold any A Sharesand so no holding of any Director will be converted into Ordinary Shares and Deferred Sharesfollowing the Call and the payment up of amounts due on the A Shares. The holdings of theDirectors in Ordinary Shares and Employee Warrants are as follows:

Percentage Percentageheld of total Number held of total Number

number of of New number of of EmployeeNumber issued Ordinary issued New Warrants (post

of Ordinary Shares Ordinary Consolidation)Ordinary Shares prior held on Shares or Options

Directors Shares held to the Call1 Admission on Admission held

OJ Vaughan 1,250,000 0.53% 125,000 0.13% 1,406,250E Vandyk 1,250,0002 0.53% 130,000

20.14% 1,406,250

AD Pereira – 0.00% – 0.00% 62,500

Proposed Directors

Charles Huang – 0.00% 66,500,000 70.98% 500,000Michael Liu – 0.00% 2,800,000 2.99% 500,000Mark Syropoulo – 0.00% 350,000 0.37% 500,0001. Assuming no new shares are issued to Albany under the Albany Subscription.

2. No A Shares are held by the Directors or Proposed Directors. However on 30 May 2006 Edward Vandyk

agreed to purchase 50,000 A Shares, but such transfer has not been completed as at the date of this

document, but will be completed prior to the date of the Class Meeting.

5.1.2 The 2,500,000 Employee Warrants, representing 8 per cent. of the total number of issuedEmployee Warrants, which are not held by the Directors are held by Giles Baker, a formerdirector of the Company.

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5.1.3 Save as disclosed in paragraph 10 below, as at the date of this document, none of the Directorsis aware of any interest (within the meaning of Part VI of the Act) which will immediatelyfollowing Admission (assuming full subscription under the Call) represent 3 per cent. or moreof the issued share capital of the Company or which directly or indirectly, jointly or severally,exercises or could exercise control of the Company.

5.1.4 The Company’s major shareholders do not have different voting rights.

5.1.5 There are no outstanding loans granted or guarantees provided by the Company to or for thebenefit of any of the Directors.

5.1.6 Save as disclosed in this document, no Director has any interest, whether direct or indirect, inany transaction which is or was unusual in its nature or conditions or significant to the businessof the Company taken as a whole and which was effected by the Company during the currentor immediately preceding financial year, or during any earlier financial year and which remainsin any respect outstanding or unperformed.

5.1.7 On 30 May 2006, Edward Vandyk agreed to purchase 50,000 A Shares at 0.1p per A Share. Such transfer has not been completed as at the date of this document, but will becomplete prior to the date of the Class Meeting. During the 12 months, preceding the date ofthis document, there have been no other dealings for value in Ordinary Shares or A shares byany of the Directors.

5.2 Concert Party dealings in the Company

Save as disclosed in this document, the Concert Party and any person with whom the Concert Partyhas an arrangement have no interests, rights to subscribe or short positions in the Company and therehave been no dealings for value in shares in the Company or other interests by the Concert Party orany person with whom the Concert Party has an arrangement.

There is no agreement, arrangement or understanding that exists between Praise Ease and any of theDirectors, or recent Directors, Shareholders or recent Shareholders having any connection with, ordependence upon, the Proposals.

5.3 General

5.3.1 Save as disclosed or referred to in this Part VI of this document:

(a) no Director or Proposed Director (nor any member of their respective immediatefamilies or related trustees) nor the Concert Party nor any person connected with any ofthem (within the meaning of section 346 of the Act) is interested in any relevantsecurities of the Company;

(b) neither the Company nor any Director or Proposed Director has any interest in therelevant securities of any corporate member of the Concert Party, nor has the Companynor any Director dealt for value in any such securities during the 12 months prior to12 February 2007 (the latest practicable date prior to the publication of this document);

(c) no Director or Proposed Director (nor any member of their respective immediatefamilies or related trustees) nor the Concert Party nor any person connected with any ofthem (within the meaning of section 346 of the Act) has dealt for value in any relevantsecurities of the Company during the last 12 months, from the date of this document;

(d) neither the Company nor, any member of the Concert Party has any arrangement withany other person in relation to relevant securities;

(e) the Company has no interests, rights to subscribe or short positions in Praise Ease or anyother member of the Concert Party;

Rule 24.3(a) and

(c)(iv) and

Rule 25.3 (a)

and (c) (i)-(v)

Rule 24.3 (a)

and

(c) (i) and (ii)

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(f) neither the Directors nor the Proposed Directors have any interests, rights to subscribeor short positions in Praise Ease or any other member of the Concert Party;

(g) no member of the Concert Party has any interests, rights to subscribe or short positionsin the Company;

(h) nether the Directors nor the Proposed Directors have any interests, rights to subscribe orshort positions in the Company;

(i) no associate of the Company has any interests, rights to subscribe or short positions inthe Company;

(j) the Company has no interests, rights to subscribe or short positions in any pension funds;

(k) no pension fund of the Company or of any associate of the Company has any interests,rights to subscribe or short positions in the Company;

(l) no employee benefit trust of the Company has any interests, rights to subscribe or shortpositions in the Company;

(m) no employee benefit trust of any associate of the Company has any interests, rights tosubscribe or short positions in the Company;

(n) no connected adviser of the Company has any interests, rights to subscribe or shortpositions in the Company;

(o) no connected advisers of an associate of the Company or a person acting in concert withthe Company have any interests, rights to subscribe or short positions in the Company;

(p) no person controlling, controlled by or under the same control as a connected adviser ofan associate of the Company or a person acting in concert with the Company has anyinterests, rights to subscribe or short positions in the Company; and

(q) no member of the Concert Party, the Company or any concert party of the Company hasborrowed or lent any Ordinary Shares.

For the purposes of this paragraph 5.3.1, “associate” has the meaning ascribed to it in category1 of the definition of associate in the City Code. “Connected adviser” also has the meaningascribed to it in the City Code.

5.3.2 No loan or guarantee has been granted or provided by the Company to any Director orProposed Director or any person connected with them.

5.3.3 Save as disclosed in this Part VI of this document no agreement, arrangement or understanding(including any compensation arrangement) exists between the Concert Party or any personacting in concert with it and any of the Directors, recent Directors, Shareholders or recentShareholders of the Company, or the Company’s nominated adviser or any person interested orrecently interested in Shares of the Company, having any connection with or dependence uponthe Proposals.

5.3.4 Save as disclosed in this Part VI of this document no Shares acquired in conjunction with thePraise Ease Acquisition will be transferred to any other persons.

5.3.5 Save as disclosed in this document none of the Directors or Proposed Directors has or has hadany interest in transactions effected by the Company since its incorporation which are or wereunusual in their nature or conditions or which are or were significant to the business of theCompany.

Rule 24.8

Section 4(j)

Rule 24.5

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6 Employees and Share Option Plan

Employees

6.1 The Company has not had any employees in three years ended 30 June 2006.

Share Option Plan

6.2 Introduction

The Share Option Plan is to be introduced in order to incentivise and remunerate certain keyemployees and senior management of the Enlarged Group (including the Proposed Directors) as theboard of the Company considers appropriate.

Under the Share Option Plan any person who is a bona fide employee (including executive directorsand employees of Zhong Tian) of any member of the Enlarged Group who is required to devotesubstantially the whole of his time to his duties under a contract of employment or a non-executivedirector appointed by the Company (“Executives”) may be granted options over Ordinary Shares(“Option”). The Share Option Plan is an unapproved share option plan. The Share Option Plan doesnot benefit from the same tax treatment as an Enterprise Management Incentives (EMI) plan.

The exercise of an Option may be conditional upon such objective performance criteria as shall bedetermined by the board of the Company, in its absolute discretion.

The price per share payable on exercise of an Option shall be determined by the board of the Companybut shall not be less than the greater of a) the average of the middle-market quotations of a fully-paidordinary share in the capital of the Company (“Share”) as derived from the prices quoted on AIM forthe Shares in question for the 10 dealing days immediately preceding the date of grant and b) themiddle-market quotation of the Share as derived from the prices quoted on AIM for the date of grant(which in relation to an Option granted with effect from the date of initial admission of the sharecapital of the Company to AIM shall be deemed to be the introduction price per share at which suchshare capital is admitted to AIM) and c) in the case of a right to subscribe for a Share pursuant to theShare Option Plan or any other share option or share incentive plan (“Subscription Option”), anominal value of the Share.

6.3 Eligibility

The board of the Company shall have an absolute discretion as to the selection of persons to whoman Option is granted. An Option shall not be granted to any person unless he is an Executive.

An Option shall not be granted to any person within the period of 6 months ending with a date onwhich that person is bound to retire in accordance with the terms of his contract of employment orletter of appointment.

No Option shall be granted to a director of the Company unless such a grant has been approved bythe remuneration committee of the Company (or such other committee to which the Company maydelegate responsibility) (“Committee”).

6.4 Timing of awards

An Option may only be granted at any time within the period of 42 days beginning with the date onwhich the Share Option Plan is approved by shareholders at a general meeting (“CommencementDate”) and thereafter during the period of 42 days following the date of notification to the LondonStock Exchange of the annual or half-yearly results of the Company and within a period of 14 daysimmediately after the person to whom is granted becomes an Executive and/or at any other time, onlyif the Committee considers the circumstances to be exceptional.

No Option may be granted under the Share Option Plan later than 10 years after the CommencementDate.

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6.5 Performance-related conditions of exercise.

The exercise of an Option may be conditional upon such objective performance criteria as shall bedetermined by the board of the Company in its absolute discretion and notified to the person who hasbeen granted an Option (or, if that person has died, his personal representative) (“Optionholder”)when the Option is granted. Following the grant of an Option the board of the Company may amendor waive any such performance condition if the board of the Company reasonably and fairly considerthat it has become unfair, impossible or impractical to apply or fulfil them.

6.6 Exercise of Options and lapse of Options

6.6.1 An Option may not be exercised later than the end of the day preceding the tenth anniversaryof the date of grant or such earlier time as the Company or such other person as has grantedthat Option (“Grantor”) shall determine and notify to the Optionholder when the Option isgranted nor at any time when to do so would cause either the Optionholder or the Grantor orany other person to contravene the Company’s model code on share dealings from time to time.

6.6.2 Save as set out below in paragraph 6.6.3 (a) to (d) or if there is a demerger, reconstruction orwinding up or take over of the Company, an Option may be exercised in three equal successiveannual instalments commencing on and/or after the first anniversary of the date of grant (orsuch other time or over such other period as the Committee shall specify at the relevant date onwhich the Option was granted).

6.6.3 (a) If an Optionholder dies in service after an Option vests in respect of any number ofShares, then such Option may be exercised by this personal representatives in respect ofsuch Shares within 12 months from the date of his death and if not exercised shall lapseat the end of that period.

(b) If an Optionholder dies in service before an Option vests in respect of any number ofShares, such Option may within 12 months of the date of his death be exercised by hispersonal representatives in respect of such proportion of the Shares as it corresponds tosuch proportion of the period over which the performance of the Company is measuredin accordance with the Share Option Plan (“Performance Period”), as has lapsed on thedate of death and if not then exercised, shall lapse and cease to be exerciseable at the endof the 12 month period or if there is no Performance Period, then in full.

(c) If an Optionholder dies after leaving employment or ceasing to hold office within theEnlarged Group, any Option granted to him may within 12 months of his death beexercised by his personal representatives in respect of such Shares as were vested andwhich Option could have been exercised at the time of death and if not exercised shalllapse at the end of that period.

(d) If an Optionholder ceases to hold office or employment within the Enlarged Group byreason of injury, ill-health or disability, redundancy, retirement on reaching 65 or earlierif agreed, the company in which he is an employee or office holder ceases to be anassociated company or a member of the Enlarged Group or transfers to a company whichis neither an associated company or a member of the Enlarged Group, then but for hisdeath (see paragraph 6.6.3(c) above), an Option may only be exercised within 6 monthsfrom the Optionholder so ceasing and in respect of either such number of shares whichhad vested at that date or, if less, such proportion of the Shares as corresponds to suchproportion of the Performance Period as had elapsed at the date on which theOptionholder so ceases to hold office or employment and if not exercised shall lapse atthe end of that period.

(e) Such Options if not exercised as referred to in paragraphs 6.6.3(a), (c) or (d) abovewithin such periods of 6 months or 12 months respectively shall lapse and cease to beexercisable at the end of these periods.

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(f) If an Optionholder ceases to hold office or employment within the Enlarged Group forany reason other than those set out in paragraphs 6.6.3(a), (b) and (d) subject toparagraphs 6.6.3 (c), an Option granted to him may only be exercised (if at all) inrelation to such proportion of the Shares over which the Option subsists, and as theCommittee shall determine and notify to the Optionholder. And shall otherwise lapseand cease to be exercisable except if no such determinations are made by the Committeewithin the period of 3 months beginning with the date on which the Optionholder soceases then such Option shall lapse and cease to be exercisable at the end of that periodof 3 months.

6.7 Tax Treatment

If an Executive who is resident or ordinarily resident in the UK (so as to be chargeable to income taxon his general earnings) is granted an Option over Shares no charge to income tax will arise on thegrant of the Option.

6.8 Overall Limit on the granting of Options

The number of Shares in respect of which Subscription Options may be granted on any given day inany year when added to the number of Shares in respect of which Subscription Options havepreviously been granted (and, if not exercised, have not ceased to be exercised) in that year and the 9preceding years, shall not exceed 10 per cent. of the ordinary share capital on that day.

6.9 Individual Limit on the granting of Options

No Subscription Options shall be granted to any person if it would cause the aggregate market valueof Shares over which Subscription Options are then held by that person to exceed or further exceedone times the amount of the emoluments (excluding benefits in kind) payable in any year to suchperson by companies within the Group or any associated company.

6.10 Variation of share capital

In the event of any alteration of the ordinary share capital by way of capitalisation or rights issue, orsub-division, consolidation or reduction or any other variation in the share capital of the Company, theGrantor may make such adjustments as it considers appropriate, including: a) to the aggregate numberor amount of Shares subject to any Option; and/or b) the price per share payable upon the exercise ofthat Option.

6.11 Alteration of the Share Option Plan

The board of the Company may not make any alterations to the Share Option Plan which wouldprovide an advantage to the participants without the prior approval by ordinary resolution ofshareholders of the Company.

There is an exception for minor amendments to benefit the administration of the Share Option Planor to take account of any change in legislation or to obtain or maintain favourable tax or regulatorytreatment for participants in the Share Option Plan, the Company or any associated company.

6.12 Pension Rights

No Option granted nor shares acquired as a result of exercise of such Options under the Share OptionPlan are pensionable benefits.

The above summary of the principal terms of the Share Option Plan does not form part of the rulesof the Share Option Plan and should not be taken as affecting the interpretation of the detailed termsand conditions. The board of the Company reserves the right, up to the time of the forthcoming EGM,to make amendments and any additions to the rules of the Share Option Plan that they considernecessary or appropriate, provided that any amendment may not conflict in any material respect withthe above summary.

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6.13 It is intended that on Admission options will be granted to the Proposed Directors pursuant to theShare Option Plan as follows:

No. of New ExerciseOrdinary Price per New

Name Shares Ordinary Share

Charles Huang 500,000 20 penceMichael Liu 500,000 20 penceMark Syropoulo 500,000 20 penceDr Xie 100,000 20 penceFrank Lewis 100,000 20 pence

In addition, it is intended that on Admission options will be granted to certain key employees ofZhong Tian pursuant to the Share Option Plan to subscribe for a total of 460,000 New Ordinary Sharesin the Company at an exercise price of 20 pence per New Ordinary Share.

7 Warrants

7.1 The Warrants were created pursuant to a deed poll executed by the Company on 1 November 2000and a deed poll executed by the Company on 29 November 2000. The Warrants issued on 1 November2000 are exercisable at any time up to 1 November 2007, while the Warrants issued on 29 November2000 are exercisable at any time up to 29 November 2007. However because of the difficulty inascertaining the dates on which any Warrant that is exercised was issued, the Company has resolvedto treat all Warrants as being exercisable at any time before 29 November 2007 (the “Warrant FinalExercise Date”). The Warrants that are in issue at as at the date of this document give the Warrantholders collectively the right to subscribe for 8,912,500 Ordinary Shares at 2p per share. The Warrantsare freely transferable. The Warrants may be exercised in whole or in part at any time before theWarrant Final Exercise Date. Exercise is by notice in writing lodged at the Company’s registeredoffice accompanied by a cheque or banker’s draft for the appropriate remittance. The Company isobliged to allot the appropriate number of Ordinary Shares within one month of such exercise noticeand, in the case of Warrants in certificated form, despatch definitive share certificates within onemonth of such exercise notice.

7.2 The exercise price of the Warrants is subject to adjustment if there is an alteration in the nominal valueof the Ordinary Shares or if the Company issues any Ordinary Shares credited as fully paid up by wayof capitalisation of reserves of profits and so after the Consolidation the Warrants that are in issue atthe date of this document will be adjusted to be 891,250 warrants to subscribe for New OrdinaryShares at 20p per share at any time before 29 November 2007.

7.3 If at any time during the period in which the Warrants remain capable of being exercised, an offer ismade to acquire the whole or any part of the issued ordinary share capital of the Company, theCompany shall procure that the Warrantholder is provided with a like offer as if the Warrants had beenexercised in full.

7.4 If an order is made or an effective resolution is passed on or before the Final Exercise Date for themandatory winding up of the Company (except for the purpose of reconstruction or amalgamation),each Warrantholder will be treated as if he had exercised his Warrants immediately before the passingof the said resolution or order and will be entitled to receive out of assets available in the liquidation,pari passu with the holders of the Ordinary Shares, such a sum as he would have received if he hadheld such Ordinary Shares less the aggregate subscription price of such Ordinary Shares under theterms of the Warrants. Subject to this, the Warrants shall lapse on the liquidation of the Company.

8 Employee Warrants

8.1 The Employee Warrants were created pursuant to a deed poll executed by the Company on 2 February2007. They are exercisable at any time before 31 March 2010 (the “Employee Warrant Final ExerciseDate”). The Employee Warrants that are in issue as at the date of this document give the Warrantholders collectively the right to subscribe for 31,250,000 Ordinary Shares at 2p per share. The

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Employee Warrants are freely transferable. The Employee Warrants may be exercised in whole or inpart at any time before the Employee Warrant Final Exercise Date. Exercise is by notice in writinglodged at the Company’s registered office accompanied by a cheque or banker’s draft for theappropriate remittance. The Company is obliged to allot the appropriate number of Ordinary Shareswithin one month of such exercise notice and, in the case of Employee Warrants in certificated form,despatch definitive share certificates within one month of such exercise notice.

8.2 The exercise price of the Employee Warrants is subject to adjustment if there is an alteration in thenominal value of the Ordinary Shares or if the Company issues any Ordinary Shares credited as fullypaid up by way of capitalisation of reserves of profits and so after the Consolidation the 31,250,000Employee Warrants will be adjusted to be 3,125,000 warrants to subscribe for a New Ordinary Shareat 20p per share at any time before 31 March 2010.

8.3 If at any time during the period in which the Employee Warrants remain capable of being exercised,an offer is made to acquire the whole or any part of the issued ordinary share capital of the Company,the Company shall procure that the holder of Employee Warrants is provided with a like offer as if theEmployee Warrants had been exercised in full.

8.4 If an order is made or an effective resolution is passed on or before the Employee Warrant FinalExercise Date for the mandatory winding up of the Company (except for the purpose of reconstructionor amalgamation), each holder of Employee Warrants will be treated as if he had exercised hisEmployee Warrants immediately before the passing of the said resolution or order and will be entitledto receive out of assets available in the liquidation, pari passu with the holders of the Ordinary Shares,such a sum as he would have received if he had held such Ordinary Shares less the aggregatesubscription price of such Ordinary Shares under the terms of the Employee Warrants. Subject to this,the Employee Warrants shall lapse on the liquidation of the Company.

9 Directors’ Service Agreements and Letters of Engagement

9.1 The following agreements will be entered into between the Company and the Proposed Directors:

9.1.1 a service agreement dated 13 February 2007 which will take effect on the date of Admission,between (1) the Company and (2) Charles Huang pursuant to which Mr Huang is employedfull-time as the Chief Executive Officer of the Company. The service agreement is terminableby either party on 12 months’ written notice and Mr Huang’s salary is £100,000 per annum. MrHuang is not entitled to any other benefits, save that he is eligible to acquire shares in theCompany in accordance with the Share Option Plan and the Company will provide access to astakeholder pension scheme.

9.1.2 a service agreement dated 13 February 2007 which will take effect on the date of Admission,between (1) the Company and (2) Michael Liu pursuant to which Mr Liu is employed part-timeas the International Development Director of the Company. The service agreement isterminable by either party on 6 months’ written notice and Mr Liu’s salary is £60,000 perannum. Mr Liu is not entitled to any other benefits, save that he is eligible to acquire shares inthe Company in accordance with the Share Option Plan and the Company will provide accessto a stakeholder pension scheme.

9.1.3 a service agreement dated 13 February 2007 which will take effect on the date of Admission,between (1) the Company and (2) Mark Syropoulo pursuant to which Mr Syropoulo isemployed part-time as the Finance Director of the Company. The service agreement isterminable by either party on 6 months’ written notice and Mr Syropoulo’s salary is £60,000per annum. Mr Syropoulo is not entitled to any other benefits, save that he is eligible to acquireshares in the Company in accordance with the Share Option Plan and the Company willprovide access to a stakeholder pension scheme.

9.1.4 a letter of appointment dated 13 February 2007 which will take effect on the date of Admissionfrom the Company to Dr Yi Xie pursuant to which Dr Xie is appointed as a Non-ExecutiveDirector of the Company, the appointment being for an initial period of 12 months and

Section 4(k)

Rule 25.4 (a)

and (b)

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thereafter terminable by either party on 3 months’ written notice, at an annual fee of £10,000.Dr Xie is eligible to acquire shares in the Company in accordance with the Share Option Plan.

9.1.5 a letter of appointment dated 13 February 2007 which will take effect on the date of Admissionfrom the Company to Frank Lewis pursuant to which Mr Lewis is appointed as a Non-Executive Director of the Company, the appointment being for an initial period of 12 monthsand thereafter terminable by either party on 3 months’ written notice, at an annual fee(exclusive of VAT) of £30,000.

9.2 By letters dated 13 February 2007, the Company has agreed to indemnify the Proposed Directors inrespect of qualifying third party claims to the maximum extent permitted under sections 309A to 309Cof the Act and to arrange directors’ and officers’ indemnity insurance for their benefit.

9.3 There are no agreements between any Director and the Company providing for benefits ontermination on employment. Cassian has entered into the Underwriting Agreement with Albany.Albany’s shares are admitted to trading on AIM, and Oliver Vaughan is the Chairman of Albany.Oliver Vaughan holds 2 per cent. of Albany’s issued share capital.

9.4 The total remuneration paid and benefits in kind granted (including any contingent or deferredconsideration) to each of the Directors (including pension contributions paid by the Company on theirbehalf) by the Company during the financial year ended 30 June 2006 was £10,000.

10 Substantial Shareholders and Other Interests

10.1 The Directors are aware of the following interests (in addition to those set out in paragraph 11.1 belowwhich represent 3 per cent. or more of the issued share capital of the Company:

Percentage of Percentage ofissued share issued share

Ordinary capital prior capital onShareholder Shares A Shares Total to Proposals Admission

Pershing Keen NomineesLimited1 234,375 7,600,000 7,834,375 3.31% 0.84%

Brewin Nominees (Channel Islands) Limited2 7,812,500 – 7,812,500 3.30% 0.83%

Pershing Keen Nominees Limited3 234,375 7,500,000 7,734,375 3.27% 0.83%

Mr James Francis Osborne – 7,500,000 7,500,000 3.17% 0.80%

1 Pershing Keen Nominees Limited holding held nominally on account for Aspinall’s Club Limited.

2 Brewin Nominees (Channel Islands) Limited holding held nominally on account for Barrosa Limited.

3 Pershing Keen Nominees Limited holding held nominally on account for The John Aspinall Foundation.

10.2 Corporate Synergy plc (together with its holding companies Corporate Synergy Holdings plc andCorporate Synergy Group plc) hold a total of 6,062,500 Ordinary Shares at the date of this documentand will, on Admission, hold a total of 606,250 New Ordinary Shares representing 0.6 per cent. of theNew Ordinary Shares in issue and will be interested in the option of which details are set out inparagraph 13.9 of this Part VI.

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11 The Concert Party

11.1 Details of the interests of the Concert Party in the New Ordinary Shares which are, as at the date ofthis document, and will, following the Proposals, be owned or controlled by members of the ConcertParty are as follows:

Number ofNew Ordinary Percentage

Shares held share capitalfollowing assuming

Maximum Deferred Deferrednumber of Consideration Consideration,

New Ordinary and exercise and exerciseShares that of Options of Options

Number of could be only by only byNew Ordinary Percentage received as the members the members

Shares held of Enlarged Deferred of the of theon Admission Share Capital4 Consideration Options Concert Party4 Concert Party4

CONCERT PARTYTomorrow’s Focus Ltd1 56,000,000 59.78% 12,000,000 0 68,000,000 61.64%Pan-Europe Capital Ltd2 10,500,000 11.21% 2,250,000 0 12,750,000 11.56%Higher Performance

Team Ltd3 3,500,000 3.74% 750,000 0 4,250,000 3.85%Charles Huang 0 0.00% 0 500,000 500,000 0.45%Michael Liu 0 0.00% 0 500,000 500,000 0.45%Mark Syropoulo 0 0.00% 0 500,000 500,000 0.45%Dr Yi Xie 0 0.00% 0 100,000 100,000 0.09%James Guo 0 0.00% 0 30,000 30,000 0.03%

————— ————— ————— ————— ————— —————70,000,000 74.72% 15,000,000 1,630,000 86,630,000 78.53%————— ————— ————— ————— ————— —————

1 The shares in Tomorrow’s Focus Ltd are beneficially owned by Charles Huang to 100 per cent.

2 The shares in Pan-Europe Capital Ltd are beneficially owned by Charles Huang to 100 per cent.

3 The shares in Higher Performance Team Ltd are beneficially owned by Michael Liu to 80 per cent., Mark Syropouloto 10 per cent. and James Guo to 10 per cent.

4 Assuming no New Ordinary Shares are issued to the Underwriter pursuant to the Albany Subscription. The EnlargedShare Capital includes the 941,015 New Ordinary Shares arising from the 9,410,155 Ordinary Shares issued pursuantto the Non-Employee Warrant Proposal.

11.2 Further details of the material members of the Concert Party are set out below:

11.2.1 Tomorrow’s Focus Ltd

A company incorporated in the British Virgin Islands under no. 1020162. Registered address isP.O. Box 3321, Road Town, Tortola, British Virgin Islands. Tomorrow’s Focus Ltd is ashareholder in Praise Ease,

11.2.2 Pan-Europe Capital Ltd

A company incorporated in the British Virgin Islands under no. 1020708. Registered address isP.O. Box 3321, Road Town, Tortola, British Virgin Islands. Pan-Europe Capital Ltd is ashareholder in Praise Ease.

11.2.3 Higher Performance Team Ltd

A company incorporated in the British Virgin Islands under no. 1020161. Registered address isP.O. Box 3321, Road Town, Tortola, British Virgin Islands. Higher Performance Team Ltd is ashareholder in Praise Ease.

11.2.4 Charles Huang

Charles Huang is a director of Zhong Tian, the sole director of Praise Ease, and is the proposedChief Executive of the Enlarged Group. Further details on Mr Huang can be found in Part I ofthis document.

Section 4(d)

Rule 24.2

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11.2.5 Michael Liu

Michael Liu is a proposed Executive Director of the Enlarged Group. Further details on Mr Liucan be found in Part I of this document.

11.2.6 Mark Syropoulo

Mark Syropoulo is the proposed Finance Director of the Enlarged Group. Further details on MrSyropoulo can be found in Part I of this document.

11.2.7 Dr Yi Xie

Dr Yi Xie is a proposed non-Executive Director of the Enlarged Group. Further details on DrXie can be found in Part I of this document.

11.2.8 James Guo

James Guo (aged 32) is the Business Director of East China Capital Limited. FollowingAdmission he will become the full time Chief Financial Officer of Zhong Tian and will ceaseto be the Business Director of East China Capital Limited. James holds an MBA from WuhanUniversity Business School.

In accordance with the requirements of the City Code, the vote on the Whitewash Resolution, as setout in the Notice of EGM attached to this document, will be held on a poll and only IndependentShareholders will be permitted to vote thereon. The Shareholders detailed above in paragraph 10.1shall not be entitled to vote on Whitewash Resolution.

12 Information on the Board

12.1 In addition to directorships of the Company the Directors and the Proposed Directors hold or haveheld the following directorships or have been partners in the following partnerships within the fiveyears prior to the date of this document:

Current Directorships Previous Directorships

Corporate Synergy Group PlcCorporate Synergy PLC Corporate Synergy Holdings PLC Mulberry Group Plc Rowan Dartington & Co. LimitedSt. George’s Fields LimitedSt George’s Fields (No 2) Limited

M & P Direct PLC The Bryanston Society LimitedDealstore VI PLCizodia PLC Inspire Fleet Solutions PlcEagleswift LimitedSyndicated Minerals + Resources PlcChromogenex Plc

Edward Vandyk

Albany Capital plcBourne Street Capital LLP Boldwood Limited Corporate Synergy Group Plc Corporate Synergy Holdings Plc Gulf International Minerals Ltd Mountcashel Employees Trustees

LimitedNewbourne PlcOVTV LimitedPendington LimitedRedstone PlcSailing Adventures LimitedTajikistan Natural Resources LimitedThe Bell at Skenfrith LimitedYachtinggateway.com Limited

Casper Investments LimitedCross Ash Holdings PlcElite Strategies PlcMarine Force LimitedMountcashel LLPMountain Force LimitedThe Bell Inn, Skenfrith LimitedThe Evolution Group Plc

Oliver Vaughan

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Current Directorships Previous Directorships

Focus Research LimitedCyber Electronics Co. LimitedA D Pereira Financial Consultants

(Partnership)SND New Haven PartnershipIntroducing Books Limited

Circlecrest LimitedResidential Portfolio Managers LimitedAvanti Capital plcKeystone Solutions Group PLCPax Gourmet LimitedNew England Cafes LimitedS.Y. Travel Services LimitedBethwand LimitedCambury Investments LimitedMicroshield Industries PlcWeb-Bet LimitedSporting Life UK LimitedUKBetting.com LimitedSandbeach LimitedHealth for Life PlcR Russia Acquisition Holding

Company (Cyprus) LtdR Russia Finance Company (Cyprus)

Company LtdR Russia Management Company

(Cyprus) LtdR Russia Acquisition (Southern)

Company (Cyprus) LtdR Russia Cyprus Acquisition (Baltia)

Company LtdR Russia Cyprus Acquisition (March)

Company LtdPiney LtdGolea Holdings LtdPadastro Holdings LtdDonadia Holdings LtdBegur Holdings LtdTiccino Holdings LtdRaven Russia SPVCastor Investments PlcGordian Investments PlcXO LimitedG X Networks One LimitedThe Spotted Dog Limited (Creditors

Voluntary Liquidation)Warehouse Restaurant Limited

(Creditors Voluntary Liquidation)uk betting plcSporting Life Bets Limited365 Media Group plcTotalbet.com LimitedAll New Video plcMerchant Securities plc

Alan Pereira

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Current Directorships Previous Directorships

Oliver Vaughan was a director of the following companies, which went into creditors’ voluntarywinding-up, liquidation, administrative receivership or members’ voluntary liquidation subsequent tohis resignation from the relevant board:

1. Jetlodge Limited (formerly The Complete Picture Limited) (resigned September 1995). Thiscompany was the subject of a creditors’ voluntary winding-up which was commenced inJanuary 1996 and completed in June 1997. The amount owing to creditors was £207,341.

2. eBop Media Plc (resigned September 1999) and eBop Limited (resigned August 1999). Bothcompanies went into liquidation on 19 December 2000 with estimated deficiencies to creditorsof £209,336 and £2,038,958 respectively.

3. AB428 Limited (formerly Marine Force Limited) (resigned August 2002). The company wentinto administrative receivership on 26 September 2002. The date of final dissolution was 21March 2006, with a deficiency to creditors of £1,421,269.

4. Databeat Digital Music Systems Limited (resigned December 1991). This company was thesubject of a creditors’ voluntary winding-up which was commenced in February 1992 andcompleted in October 1994. The amount owing to non preferential creditors was £324,977.

5. Ballynatray Holdings Plc (resigned 8 January 1997). The company was placed in members’voluntary liquidation on 8 November 1996. A declaration of solvency was filed on 1 March2000 which stated that there were no liabilities and that there was a surplus of £18,864,361.

In addition, Mr Vaughan was a director of the following companies which were dissolved during hisperiod of office:

None NoneDr Yi Xie

Syrops & Co Pty LtdOzonline Pty LtdAdvanced Mining Solutions Pty Ltd

Kestrel Energy IncBallarat Goldfields NLCaledon Resources PLCHodges Resources Ltd

Mark Syropoulo

East China Capital (Canada) LtdV&D International Holdings Ltd. Eastar Industries (Canada) Inc. Pacific Imperial Mines Inc.International Barytax Resources LtdStanley Industrial (Canada) IncEast China Capital Investment Ltd

NoneMichael Liu

Shenzhen Zhong Tian Communication Equipments Co., Ltd

Praise Ease LimitedTomorrow’s Focus Limited

NoneCharles Huang

MTI Wireless Edge LimitedImageMetrics LtdTeleset Networks Public Company LtdPolymer Logistics NVZeehan Zinc LtdFormjet Plc

Telephone Maintenance Group PlcBio-Oz Biotechnology LimitedInteractive Rights Management

LimitedLloyds British Testing PlcComcen Holdings LimitedExclusive Group PlcJetcam International Holdings LimitedYoomedia PlcArticsoft LimitedThe Industry Limited

Frank Lewis

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1. Casper Investments Limited, dissolved in June 2004 with no outstanding balances owing tocreditors.

2. The Bell Inn, Skenfrith Limited, a dormant company, dissolved in October 2004 with nooutstanding balances owing to creditors.

3. Cross Ash Holdings Plc, dissolved in February 2003 with no outstanding balances owing tocreditors.

4. Mountain Force Limited, dissolved in March 2003 with no outstanding balances owing tocreditors.

Edward Vandyk was a director of Leisure Investments plc which went into administrative receivershipin April 1990. Subsequently a number of the subsidiaries (as set out below) of Leisure Investmentsplc were placed into administrative receivership. The subsidiaries of Leisure Investments plc were:LandLeisure Limited, Lingfield Park Limited, Theme Holdings Limited, Leisure Casinos Limited,Leisure Restaurants Limited, Leisure Catering Limited, Alfred Walker Investments Limited, AlfredWalker Estates Limited, Bartlett Gilbert Developments Limited, Neilson Travel Limited, ModernMobile Homes Limited, Alfred Walker Limited, Aspinall Health Hydros Limited, Ragdale HealthClubs Limited, the Ritz Snooker Clubs Limited, Aspinall Curzon Limited, Albindene Limited,Bartlett Gilbert & Co Limited, Locks Heath Development Limited, The West Wellow DevelopmentCompany Limited, Ragdale Hall Limited.

In addition Edward Vandyk resigned as a director of MDA Group plc in January 2002. MDA Groupplc went into administrative receivership in August 2002.

Whilst Frank Lewis was a director of The Industry Limited, the company went into administrativereceivership. Mr Lewis was a non-executive director of this company for less than 8 months,representing a private equity house. Mr Lewis resigned on the date on which the receiver wasappointed (4 December 2003).

12.2 Save as disclosed above none of the Directors or the Proposed Directors has:

12.2.1 any unspent convictions in relation to indictable offences;

12.2.2 had any bankruptcy order made against him or entered into any voluntary arrangements;

12.2.3 been a director of a company which has been placed in receivership, compulsory liquidation,administration, been subject to a voluntary arrangement or any composition or arrangementwith its creditors generally or any class of its creditors whilst he was a director of that companyor within the 12 months after he ceased to be a director of that company;

12.2.4 been a partner in any partnership which has been placed in compulsory liquidation,administration or been the subject of a partnership voluntary arrangement whilst he was apartner in that partnership or within the 12 months after he ceased to be a partner in thatpartnership;

12.2.5 been the owner of any assets or a partner in any partnership which has been placed inreceivership whilst he was a partner in that partnership or within the 12 months after he ceasedto be a partner in that partnership;

12.2.6 been publicly criticised by any statutory or regulatory authority (including recognisedprofessional bodies); or

12.2.7 been disqualified by a court from acting as a director of any company or from acting in themanagement or conduct of the affairs of a Company.

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13 Cassian material contracts

The following contracts, not being contracts entered into in the ordinary course of business, have beenentered into by the Company within the period of two years preceding the date of this document and are, ormay be, material:

13.1 An agreement dated 17 May 2005 made between the Company (1) and Oliver Vaughan, EdwardVandyk, Corporate Synergy Group plc, and Bionex Investments plc (together the “Subscribers”) (2)whereby the Subscribers conditionally agreed to subscribe for a total of 12,500,000 Ordinary Sharesat 2p per share.

13.2 A verbal agreement on 30 January 2007 between the Company (1) and Albany (2) whereby, inconsideration of the Company agreeing to pay Albany £200, Albany agreed to pay to the Companyon behalf of all those holders of Warrants and Further Subscription Rights who had accepted the Non-Employee Warrant Proposal the amounts to be paid by such holders.

13.3 An agreement dated 2 February 2007 between the Company (1) and all those holders of Warrants andFurther Subscription Rights who had accepted the Non-Employee Warrant Proposal (2) whereby eachsuch holder agreed to exercise one-eighth of the number of Warrants and/or Further SubscriptionRights (and the Warrants arising on the exercise of such Further Subscription Rights) and agreed tothe cancellation of their remaining Warrants and/or Further Subscription Rights and that the proceedsof the sums due to each of them on cancellation should be paid to Albany.

13.4 The deed poll dated 2 February 2007 creating the 31,250,000 Employee Warrants.

13.5 Agreements dated 2 February 2007 between the Company and each of the Employees whereby eachof the Employees agreed to the cancellation of the number of Warrants and Further SubscriptionRights specified in paragraph 10 of Part I of this document in consideration of the issue to him of thenumber of Employee Warrants specified in paragraph 10 of Part I of this document.

13.6 An underwriting and subscription agreement dated 13 February 2007 between the Company (1) andAlbany (2) whereby Albany agreed to pay to the Company the sum any Partly Paid Shareholder hasfailed to pay in respect of an A Share pursuant to the Call. The agreement also provides that, to theextent that Albany acquires less than 5,000,000 New Ordinary Shares by underwriting the Call, it willsubscribe for such number of further New Ordinary Shares at 20p per share that will result in itsaggregate holding on Admission being 5,000,000 New Ordinary Shares.

The agreement also provides that the Company will pay a fee in cash to Albany in the event that thePraise Ease Acquisition is not completed by 31 March 2007 (but only in that event). The fee to be paidin that event will be the amount equivalent to the amount by which the sum that Albany would havereceived on the liquidation of the Company if the Non-Employee Proposal had not been implemented(i.e. no issue of Ordinary Shares had been made pursuant the Non-Employee Proposal) exceeds theactual sum that Albany receives on the liquidation of the Company (i.e. following the issue ofOrdinary Shares on the implementation of the Non-Employee Proposal).

The agreement provides that Albany has the right at any time up to 31 December 2007 to nominate aperson to be appointed to the board of the Company and to request the removal of any person soappointed.

13.7 An agreement dated 13 February 2007 made between Tomorrow’s Focus Limited, Pan-Europe CapitalLimited, and Higher Performance Team Limited (together the “Vendors”) (1) Charles Huang (2) andthe Company (3) under which the Company conditionally agreed to purchase the entire issued sharecapital of Praise Ease. The consideration payable under the agreement is payable in two tranches.

The first tranche, which is payable on Admission, will be: £14,000,000 (which will be satisfied by theallotment by the Company of 70,000,000 New Ordinary Shares to the Vendors credited as fully paidat 20p per share.

Section 4(1)

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The second tranche of the consideration is calculated by reference to the post-tax profits of ZhongTian in the period of 12 months ending 30 June 2007 (as shown in the audited accounts of Zhong Tianfor that period) adjusted to remove the cost of any employee related accounting items including (butnot limited to) the cost of options and to remove the payment of any interest paid to the Companypursuant to any loans made to Zhong Tian pursuant to the arrangement described below (the “Post-Tax Profits”). If:

• the Post Tax Profit is less than RMB 27,500,000, then no further consideration shall be paid;

• the Post Tax Profit is RMB 27,500,000, then the consideration shall be increased by £500,000which shall be satisfied by the allotment and issue to the Vendors of 2,500,000 New OrdinaryShares (credited as fully paid at 20p per share);

• the Post Tax Profit is more than RMB 27,500,000 but is equal to or less than RMB 30,000,000,then the consideration shall be increased by 40p for every RMB 1 that the Post Tax Profitexceeds RMB 27,500,000 and each such 40p by which the consideration is increased shall besatisfied by the allotment and issue to the Vendors of 2 New Ordinary Shares (credited as fullypaid at 20p per share); and

• the Post Tax Profit is more than RMB 30,000,000 but is equal to or less than RMB 35,000,000,then the consideration shall be increased by 30p for every RMB 1 that the Post Tax Profitexceeds RMB 30,000,000 and each such 30p by which the consideration is increased shall besatisfied by the allotment and issue to the Vendors of 1.5 New Ordinary Shares (credited asfully paid at 20p per share).

The aggregate entitlement of the Vendors to further New Ordinary Shares (“Deferred ConsiderationShares”) shall not, in any event, exceed 15,000,000 Deferred Consideration Shares.

The agreement is conditional upon, inter alia, the Resolutions being passed; the Panel having granteda waiver of the provisions of Rule 9 of the City Code; and Admission. The Company has a right torescind the agreement if a material adverse change occurs in relation to Praise Ease and/or Zhong Tianprior to Admission. The Vendors have a right to rescind the agreement if a material adverse changeoccurs in relation to the Company prior to Admission.

The agreement does not contain any restrictive covenants on any of the Vendors or Mr Huang. Theagreement contains certain warranties and indemnities from the Vendors and Mr Huang (together “theWarrantors”) to the Company (“the Seller Warranties”). The agreement contains certain warrantiesand indemnities from the Company to the Warrantors (“the Buyer Warranties”). Such warranties aregiven on a joint and several basis, save that Higher Performance Team Limited is not jointly andseverally liable with the other Warrantors but, instead, will be liable for 5 per cent. of the total liabilityfor any breach of the Seller Warranties. The agreement contains a maximum liability of the Warrantorsfor breach of the Seller Warranties and the liability will increase if any Deferred Consideration Sharesare issued. The agreement contains a maximum liability of the Company for breach of the BuyerWarranties. The liability of the Warrantors under the Seller Warranties and of the Buyer under theBuyer Warranties shall cease three months after the publication of the audited accounts of theEnlarged Group for the 12 months ending 30 June 2008 and, in any event, not later than 31 March2009.

The agreement also provides that the Company will, in the period of two years following completionof the Praise Ease Acquisition (“the Initial Period”), provide funding to Zhong Tian other than by wayof equity and, typically, by way of debt. In deciding the optimum way to provide funding to ZhongTian, the Company will have due regard to the best commercial interests of Zhong Tian. If at any timebefore the expiry of the Initial Period any event occurs (a “Relevant Event”) whereby the regulatoryauthorities in the People’s Republic of China succeed in setting aside the Praise Ease Acquisitionand/or as result of the Relevant Event the Company ceases to be the beneficial owner of Zhong Tianand Mr Huang and/or connected persons to Mr Huang become the beneficial owner of Zhong Tianthen any loans made by the Company to Praise Ease, Zhong Tian or any other member of the Enlarged

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Group shall be repayable in full on or before the second anniversary of the date of the Relevant Eventand such loans shall bear interest at the rate of 6 per cent. per annum (not compounded) from the dateof the Relevant Event until the date of repayment of such loans; and each of the Vendors will agree tosell to the Company for a total price of £1 any New Ordinary Shares held by them at the date of theRelevant Event subject only to compliance by the Company with the provisions of the Act relating tosuch purchase from the Vendor.

13.8 A Nominated Adviser and Broker Agreement dated 13 February 2007 between Corporate Synergy(1), the Company (2) and the Proposed Directors (3) (the “Nomad Agreement”) pursuant to which theCompany has appointed Corporate Synergy to act as nominated adviser to the Company for thepurposes of its admission to AIM and thereafter. The Company has agreed to pay Corporate Synergy,conditionally on Admission, a corporate finance fee for its advising the Company in relation to theAdmission and an annual fee for its services as nominated adviser and broker under the NomadAgreement. The Nomad Agreement contains certain undertakings and indemnities given by theCompany to Corporate Synergy in respect of, inter alia, compliance with all applicable laws andregulations. In addition, the Proposed Directors provide certain confirmations and undertakings toCorporate Synergy in respect of, inter alia, provision of information and compliance with obligationsimposed on companies admitted to trading on AIM. The Nomad Agreement is subject to terminationon the giving of 3 months written notice by either party after an initial period of 1 year.

13.9 The Company has entered into an option agreement with Corporate Synergy dated 13 February 2007.Pursuant to the terms of the option agreement the Company has granted Corporate Synergy the rightto subscribe for such number of New Ordinary Shares as is equal to 3 per cent. of the Enlarged ShareCapital. The option is exercisable, in whole or in part, within 3 years from the date of Admission atthe price of 20p per New Ordinary Share. In the event of any sub-division or consolidation of theordinary share capital of the Company, the number of New Ordinary Shares subject to the option, theoption price and/or the nominal value of the New Ordinary Shares subject to the option shall beadjusted to be fair and reasonable in consequence of such event as certified by the then auditors of theCompany. The Company has undertaken to Corporate Synergy that during the option period theCompany will, inter alia,: (i) maintain sufficient authorised but unissued New Ordinary Shares toissue the New Ordinary Shares pursuant to the option; (ii) not in any way modify the rights attachedto the New Ordinary Shares as a class or create or issue any new equity share capital which carriesmore favourable rights than those attaching to the New Ordinary Shares which are the subject of theoption without the prior written consent of Corporate Synergy; and (iii) in the event of an order beingmade or a resolution passed to wind up the Company, Corporate Synergy shall be treated as if,immediately prior to such order being made or resolution being passed, it had fully exercised its rightsto acquire the New Ordinary Shares under the option and shall be entitled to participate in the windingup of the Company as the holder of such New Ordinary Shares after deducting a sum equal to theoption price for such New Ordinary Shares.

13.10 An engagement letter dated 23 January 2007 appointing Rawlinson & Hunter to advise the directorsof the Company regarding the proposed acquisition of Praise Ease Limited and, specifically, to be theCompany’s adviser (under rule 3 of the City Code) in relation to the proposed Waiver in connectionwith the reverse takeover of the Company by Praise Ease Limited. Rawlinson & Hunter will providea report to the directors of the Company on this and whether the proposals for the Company ascontemplated by the Admission Document are fair, reasonable and in the best interests of theCompany. Rawlinson & Hunter’s fee for acting in this matter will be fixed at £20,000 with expensesand VAT to be added as applicable.

13.11 The Company has entered into an Admission Agreement dated 13 February 2007 between theCompany (1), the Directors (2) the Proposed Directors (3) and Corporate Synergy (4) pursuant towhich upon, inter alia, Admission taking place on or before 8:00 a.m. on 30 March 2007 (or such latertime and/or date as Corporate Synergy and the Company may agree), Corporate Synergy has agreedto act as nominated adviser and broker to the Company for the purposes of Admission. The AdmissionAgreement contains indemnities and warranties from the Company and from the Directors andProposed Directors in favour of Corporate Synergy together with provisions which enable Corporate

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Synergy to terminate the Admission Agreement in certain circumstances prior to Admission,including, but not limited to, circumstances where any warranties are found not to be true or accuratein any material respects. If Admission takes place, Corporate Synergy will receive a cash fee and anoption to subscribe for shares pursuant to the option agreement described above at paragraph 13.9.

13.12 A Lock In and Orderly Market Agreement dated 13 February 2007, between each of the Vendors andthe Proposed Directors (1), the Company (2) and Corporate Synergy (3) under which each of theVendors and the Proposed Directors has agreed not to transfer or otherwise dispose of any NewOrdinary Shares held by them during the period from the date of Admission until 12 months fromsuch date except in certain limited circumstances. The Lock-In Agreements also contain certainorderly market provisions which apply to all transfers and disposals of the shares by the Vendors andthe Proposed Directors or their associates made during the period of 12 months thereafter.

14 Praise Ease and Zhong Tian Material Contracts

The following contracts, not being contracts entered into in the ordinary course of business, have beenentered into by Zhong Tian within the period of two years preceding the date of this document and are, ormay be, material:

14.1 Overseas Flotation Service Retainer Agreement dated 17 March 2006 between East China CapitalInvestments Ltd and Zhong Tian pursuant to which Zhong Tian engages East China CapitalInvestments Ltd as the general consultant to assist Zhong Tian in its admission to AIM and to adviseZhong Tian on the retention of a nominated adviser, lawyers, accountants and other professionalsrelevant to flotation and to introduce strategic investors.

Pursuant to the agreement, East China Capital Investments Ltd shall coordinate all the professionalorganisations to work together with regard to the admission and shall advise Zhong Tian on corporategovernance and the obligations of the directors of AIM listed companies in accordance with therequirements of the London Stock Exchange. Zhong Tian has agreed to pay East China CapitalInvestments Ltd a basic fee of RMB 300,000.00 in relation to the admission.

14.2 Registered Trademark Transfer Agreement dated 1 October 2006 entered into between Charles Huang(as transferor) and Zhong Tian (as transferee) pursuant to which the transferor agrees to transfer thefollowing registered trademarks, copyrights of relevant designs and other relevant rights (“theRights”) to the transferee free of charge.

Name of PRCApplicant Category Trademark Registration No. Valid Term

Charles Huang 9 ZTC 3647098 7 March 2005 to6 March 2015

Charles Huang 35 ZTC 3647099 21 June 2005 to20 June 2015

Charles Huang 38 ZTC 3647100 21 June 2005 to20 June 2015

Charles Huang 38 Zhong Tian Wei 3647084 21 June 2005 toYe + Picture 20 June 2015

The transferor warrants that there is no defect regarding the Rights, including no usage licensed to anythird party and no mortgage imposed upon the Rights. The transferor warrants that, with regard to thegoods of the ninth categories and other categories which are similar to the ninth categories, notrademark which is same or similar to the Rights has been registered by or has been submitted for theapplication to the PRC State Bureau of Trademarks.

14.3 Registered Trademark in Application Transfer Agreement dated 1 October 2006 entered into betweenCharles Huang (as transferor) and Zhong Tian (as transferee) pursuant to which the transferor agreesto transfer the following applications for trademarks relevant rights (“the Further Rights”) to thetransferee free of charge:

Rule 25.2(xi)

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Application Name of PRCApplicant Date Category Trademark Application No.

Charles Huang 12 June 2006 42 Picture 5415006Charles Huang 12 June 2006 42 Zhong Tian 5415007Charles Huang 12 June 2006 42 ZTC 5415008Charles Huang 12 June 2006 42 Zhong Tian + ZTC 5415009Charles Huang 12 June 2006 42 Zhong Tian + ZTC 5415010

+ PictureCharles Huang 12 June 2006 40 Picture 5415011Charles Huang 12 June 2006 40 Zhong Tian 5415012Charles Huang 12 June 2006 40 ZTC 5415013Charles Huang 12 June 2006 40 Zhong Tian + ZTC 5415083Charles Huang 12 June 2006 40 Zhong Tian + ZTC 5415056

+ PictureCharles Huang 12 June 2006 38 Picture 5415057Charles Huang 12 June 2006 38 Zhong Tian 5415058Charles Huang 12 June 2006 38 ZTC 5415059Charles Huang 12 June 2006 38 Zhong Tian + ZTC 5415060Charles Huang 12 June 2006 38 Zhong Tian + ZTC 5415061

+ PictureCharles Huang 12 June 2006 37 Picture 5415002Charles Huang 12 June 2006 37 Zhong Tian 5415003Charles Huang 12 June 2006 37 ZTC 5415296Charles Huang 12 June 2006 37 Zhong Tian + ZTC 5415297Charles Huang 12 June 2006 37 Zhong Tian + ZTC 5415026

+ PictureCharles Huang 12 June 2006 35 Picture 5415027Charles Huang 12 June 2006 35 Zhong Tian 5415028Charles Huang 12 June 2006 35 ZTC 5415029Charles Huang 12 June 2006 35 Zhong Tian + ZTC 5415030Charles Huang 12 June 2006 38 Zhong Tian + ZTC 5415031

+ PictureCharles Huang 12 June 2006 21 Picture 5415032Charles Huang 12 June 2006 21 Zhong Tian 5415033Charles Huang 12 June 2006 21 ZTC 5414996Charles Huang 12 June 2006 21 Zhong Tian + ZTC 5414995Charles Huang 12 June 2006 21 Zhong Tian + ZTC 5415082

+ PictureCharles Huang 12 June 2006 9 Picture 5415081Charles Huang 12 June 2006 9 Zhong Tian 5415080Charles Huang 12 June 2006 9 ZTC 5415079Charles Huang 12 June 2006 9 Zhong Tian + ZTC 5415078Charles Huang 12 June 2006 9 Zhong Tian + ZTC 5415077

+ PictureCharles Huang 12 June 2006 6 Picture 5415075Charles Huang 12 June 2006 6 Zhong Tian 5415075Charles Huang 12 June 2006 6 ZTC 5415074Charles Huang 12 June 2006 6 Zhong Tian + ZTC 5415025

The transferor warrants that there is no defect regarding the Further Rights, including no usagelicensed to any third party and no mortgage imposed upon the Further Rights. Transferor warrantsthat, with regard to the goods of the ninth categories and other categories which are similar to the ninthcategories, no trademark which is same or similar to the Further Rights has been registered by or hasbeen submitted for the application to the PRC State Bureau of Trademarks.

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14.4 The following outstanding loan agreements have been entered into between related parties:

14.4.1 loan agreement dated 30 June 2006 and amended 1 December 2006 pursuant to which ZhongTian borrowed from Charles Huang RMB 9,775,780 (repayable after two years at a yearlyinterest rate of 6 per cent. per annum, effective as from 1 July 2006) to fund Zhong Tian’sworking capital requirements;

14.4.2 loan agreement dated 14 January 2007 pursuant to which Praise Ease borrowed from CharlesHuang HK$ 11,700,000 to enable Praise Ease to increase its registered share capital to therequired minimum of RMB 30,000,000 (the loan is repayable as to an amount of RMB9,775,780 within 30 days of Admission with the balance to be repaid by Praise Ease within 2years of the loan having been made); and

14.4.3 loan agreement dated 14 January 2007 pursuant to which Charles Huang agreed to lend toPraise Ease such sums to enable Praise Ease to pay for the professional advisors fees (includingbut not limited to the lawyers’ fees, auditors’ fees, Nomad fees, fees for the other professionaladvisors) and accommodation and transportation costs arising during the process ofAdmission, duly evidenced. The definitive amount of the loan and the repayment terms will beconfirmed by the Proposed Directors following Admission.

15 Related Party Transactions

In addition to the Loan Agreements, the Registered Trade Mark Assignment and the Registered Trade MarkApplication Assignment referred to in paragraph 14 of Part VI, Zhong Tian has entered into the followingoutstanding related party transactions:-

15.1 the head office premises of Zhong Tian in the Watergate Building in the city centre of Shenzhen(which houses the sales and marketing team and members of the senior management) are leased fromMs Jinying Yang, the wife of Charles Huang, at an annual rental considered by the Proposed Directorsto be at market rate. This office was leased from 1 April 2004 to 31 March 2010 and the rent isexempted for the first two years;

15.2 the manufacturing site of Zhong Tian, including four main buildings for assembly, warehouse,manufacturing support and employee accommodation, in an area of 4,096 sq. metres are leased fromby Peikun Huang, the brother of Charles Huang at an annual rental considered by the ProposedDirectors to be at market rate. The premises are leased from 1 April 2004 to 31 March 2010 and therent is exempted for the first two years;

15.3 Zhong Tian has entered into a car rental agreement with Ms Jinying Yang, the wife of Charles Huang,for the lease of a Buick car to Zhong Tian for a term of six years from 10 March 2004 for a monthlyrent of RMB 7,500. The rent is exempted for the first two years; and

15.4 Zhong Tian has entered into a car rental agreement with Peikun Huang, the brother of Charles Huang,for the lease of a Jinbei bus and a Honda limousine to Zhong Tian for a term of six years from17 March 2004 for a monthly rent of RMB 10,500. The rent is exempted for the first two years.

16 Litigation

No member of the Enlarged Group is involved in any legal or arbitration proceedings which may have orhave had since incorporation a significant effect on the Enlarged Group’s financial position and, so far as theDirectors and the Proposed Directors are aware, there are no such proceedings pending or threatened againstthe Enlarged Group.

17 Working capital

The Directors and the Proposed Directors are of the opinion, having made due and careful enquiry that theEnlarged Group will have sufficient working capital for its present requirements, which is for at least the next12 months from the date of Admission.

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18 Material changes

18.1 Save as set out in Parts I and IV of this document and save for the acquisition of Praise Ease, therehas been no material change in the financial or trading position of the Company since 30 June 2006being the date of the last audited accounts of the Company.

18.2 Save as set out in Part V of this document there have been no material changes in the financial ortrading position of Praise Ease since 30 June 2006, being the date of the last audited accounts of PraiseEase.

19 Taxation

The comments set out below are based on existing law and what is understood to be current practice of HMRevenue & Customs. They are intended as a general guide only and apply only to Shareholders who areresident and ordinarily resident in the UK for tax purposes who hold shares as investments, who are theabsolute beneficial owners of those shares, and who are not employees or connected with employees of theCompany.

Any person who is in any doubt as to their tax position or who is subject to taxation in any jurisdictionother than the UK, should consult their own professional advisers immediately.

19.1 Dividends

Dividends paid by the Company will not be subject to withholding tax.

Dividends paid by the Company will carry an associated tax credit equal to one-ninth of the cashdividend paid. An individual Shareholder resident in the UK for tax purposes will be taxable on thetotal of any dividend received and the related tax credit (the “gross dividend”).

The gross dividend forms the “top slice” of an individual’s income for the purposes of ascertainingthe rate of income tax applicable to the gross dividend. To the extent that the gross dividend falls tobe charged at a rate less than the higher rate, the Shareholder will be liable to tax on the gross dividendat the rate of 10 per cent. The tax credit will fully satisfy such Shareholder’s income tax liability inrespect of this part of the gross dividend.

To the extent that the gross dividend falls to be charged at the higher rate, the Shareholder will beliable to tax on the gross dividend at the rate of 32.5 per cent. After taking into account the 10 percent. tax credit, such an individual will be liable to pay additional income tax at the rate of 22.5 percent. of the gross dividend (which is equal to 25 per cent. of the amount of the dividend received).

Subject to certain exceptions, a Shareholder which is a company resident for tax purposes in the UKwill not be taxable on dividends paid by the Company and received by that Shareholder.

19.2 Taxation of Chargeable Gains

A subsequent disposal of the New Ordinary Shares by persons resident or ordinarily resident in theUnited Kingdom in a tax year which gives rise to gains may be liable to capital gains tax (individualsand trustees) and corporation tax (companies). Liability to tax and the rate of tax will depend on theShareholder’s circumstances and the availability of exemptions or allowable losses.

Indexation allowance, which increases the acquisition cost of an asset in line with the rise in the retailprice index, may be available for corporate Shareholders during the period of ownership.

For individuals and trustees, taper relief may be available to reduce the amount of a chargeable gainaccording to how long the asset has been held.

Shares traded on AIM are treated as “unlisted” for the purposes of capital gains tax taper relief andconsequently the New Ordinary Shares may qualify as “business assets” in the hands of individualShareholders, provided the other criteria for qualification are also satisfied.

Rule 25.2(iv)

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Generally, a loss realised on the disposal of assets may be set against other gains made during the taxyear or carried forward and set against gains in future tax years.

Different tax treatment applies to persons who trade in securities.

19.3 Inheritance Tax

If any Shareholder is regarded as domiciled in the UK for inheritance tax purposes, inheritance taxmay be payable in respect of the New Ordinary Shares on the death of the Shareholder or on any giftof the New Ordinary Shares, subject to available exemptions and reliefs. Shares traded on AIM aretreated as unquoted for Business Property Relief (BPR) purposes and consequently the New OrdinaryShares may qualify for 100 per cent. BPR if held for 2 years or more, provided the other criteria forqualification are also satisfied.

19.4 Stamp Duty and Stamp Duty Reserve Tax

No stamp duty or stamp duty reserve tax (“SDRT”) will generally be payable on the issue of the NewOrdinary Shares.

20 General

20.1 There are no financing arrangements with regards to the Proposals in place where repayment orsecurity is dependent on Cassian.

20.2 The total costs and expenses relating to Admission and the Call are payable by the Company and areestimated to amount to approximately £830,000 (excluding Value Added Tax).

20.3 The Nominated Adviser and Broker to the Company is Corporate Synergy Plc of 30 Old Broad Street,London EC2N 1HT, which is regulated by the FSA.

20.4 BDO Stoy Hayward LLP of Connaught House, Alexandra Terrace, Guildford, Surrey GU1 3DA hasgiven and not withdrawn its written consent to the inclusion in this document of its accountant’sreports set out in Section A of Part IV and Section A of Part V in the form and context in which theyappear and accept responsibility for the same pursuant to the AIM Rules.

20.5 Corporate Synergy has given and not withdrawn its written consent to the inclusion in this documentof reference to its name in the form and context in which it appears.

20.6 Rawlinson & Hunter has given and not withdrawn its written consent to the inclusion in this documentof reference to its name in the form and context in which it appears.

20.7 Other than the current application for Admission, neither the Ordinary Shares nor the A Shares northe Deferred Shares have been admitted to dealings on any recognised investment exchange nor hasany application for such admission been made nor are there intended to be any other arrangements fordealings in the Ordinary Shares.

20.8 The accounting reference date of the Company is 30 June.

20.9 The amount of 1.5p to be paid on the A Shares pursuant to the Call will bring the total amount paidor credited as paid on each A Share to 2p representing no premium over the nominal value of 2p perA Share.

20.10 The Directors and the Proposed Directors are unaware of any exceptional factors that have influencedthe activities of any member of the Enlarged Group.

20.11 The Directors and Proposed Directors are not aware of any patents or other intellectual propertyrights, licences, industrial, commercial or financial contracts or new manufacturing processes, whichare or may be material to the business or profitability.

20.12 Save as disclosed above no person directly or indirectly (other than the Company’s professionaladvisers and trade suppliers or save as disclosed in this document) in the last twelve months received

Rule 24.2(h)

Rule 24.2(f)(ii)

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or is contractually entitled to receive, directly or indirectly, from the Company on or after Admission(excluding in either case persons who are professional advisers otherwise than as disclosed in thisdocument and persons who are trade suppliers) any payment or benefit from the Company to the valueof £10,000 or more or securities in the Company to such value or entered into any contractualarrangements to receive the same from the Company at the date of Admission.

20.13 There are no environmental issues that have affected or, to the knowledge of the Directors and theProposed Directors, may affect the utilisation of its tangible fixed assets.

20.14 There are no significant recent trends in sales and costs since the end of the last financial year to thedate of this document.

20.15 There are no known trends, uncertainties, demands, commitments or events that are reasonably likelyto have a material effect on the prospects for at least the current financial year.

21 Documents available for inspection

Copies of the following documents will be available for inspection during usual business hours on anyweekday (Saturdays and public holidays excepted) at the offices of Fasken Martineau Stringer Saul LLP, 17Hanover Square, London W1S 1HU:

21.1 the Memorandum and Articles of Association of the Company;

21.2 the Memorandum and Articles of Association of Praise Ease;

21.3 the Accountant’s Report on the Company from the reporting accountant set out in Part IV of thisdocument;

21.4 the Accountant’s Report on the consolidated group from the reporting accountant set out in Part V ofthis document;

21.5 the service contracts and letters referred to in paragraph 9;

21.6 the material contracts referred to in paragraphs 13 and 14 of this Part VI; and

21.7 the letters of consent referred to in paragraphs 20.4, 20.5 and 20.6 of this Part VI.

22 Availability of this Document

Copies of this document are available free of charge from the Company’s registered office and at the officesof Fasken Martineau Stringer Saul LLP, 17 Hanover Square, London W1S 1HU, during normal businesshours on any weekday (Saturdays and public holidays excepted) and shall remain available for at least onemonth after Admission.

13 February 2007

Section 4(m)

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NOTICE OF EXTRAORDINARY GENERAL MEETING

CASSIAN INVESTMENTS PLC(Incorporated in England and Wales under the Companies Act 1985, with registered number 3928553)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Cassian Investments plc (“theCompany”) will be held at 10.05 a.m. on 14 March 2007 (or as soon thereafter as the annual general meetingof the Company convened for 10.00 a.m. at the same date and place shall have been concluded or adjourned)at the offices of Fasken Martineau Stringer Saul LLP, 17 Hanover Square, London, W1S 1HU to considerand, if thought fit, pass the following resolutions of which resolutions 1, 2, 3, 4, 5 and 6 will be proposed asordinary resolutions and resolutions 7, 8, 9 and 10 will be proposed as special resolutions.

RESOLUTIONS

1 THAT the acquisition by the Company of the entire issued share capital of Praise Ease Limited inaccordance with the terms of the agreement as summarised in Part VI of the circular of the Companyto its shareholders dated 13 February 2007 (“the Circular”) as laid before the meeting and initialledby the Chairman for the purposes of identification only, be and is hereby approved for the purposesof Rule 14 of the AIM Rules and that the Directors be and are hereby authorised to complete suchagreement, subject to such immaterial modifications as the Directors may deem appropriate, and toexecute, sign and do all such other documents, deeds, acts and things as may be necessary or desirableto complete the aforesaid transaction.

2 THAT the waiver granted by the Takeover Panel of the obligation that will otherwise arise onmembers of the Concert Party to make a general offer to the shareholders of the Company pursuantto Rule 9 of the Takeover Code as a result of the issue of shares to them pursuant to the transaction,as described in the Circular, be and is hereby approved.

3 THAT, subject to and conditional upon the passing of resolution 1 above and the Praise EaseAcquisition Agreement (as defined in the Circular) becoming unconditional (save only as toAdmission), every 10 of the issued and unissued ordinary shares of 1p each in the capital of theCompany be and they are hereby consolidated into one ordinary share of 10p each in the capital ofthe Company with effect from 6.00 p.m. on 15 March 2007.

4 THAT, subject to and conditional upon the passing of resolutions 1, 2 and 3 above and the Praise EaseAcquisition Agreement (as defined in the Circular) becoming unconditional (save only as toAdmission), the authorised share capital of the Company be increased from £7,019,150 to£20,000,000 by the creation of 129,808,500 new ordinary shares of 10p each having the same rightsin all respects as the ordinary shares of 10p each in the capital of the Company arising on theconsolidation referred to in resolution 3 above.

5 THAT, subject to and conditional upon the passing of resolutions 1 and 2 above and the Praise EaseAcquisition Agreement (as defined in the Circular) becoming unconditional (save only as toAdmission):

(a) the ZTC Telecommunications plc Share Option Plan as laid before the meeting and initialledby the Chairman for the purposes of identification only, be and is hereby approved and adoptedand the directors of the Company be and are hereby authorised to do all acts and thingsnecessary to give effect to the Share Option Plan;

(b) the directors of the Company may be counted in the quorum and vote and their votes may becounted on any matter or any shareholders’, directors’ or committee meeting connected withthe Share Option Plan notwithstanding that they may be interested in the same (except that nodirector may be counted in the quorum or vote on any matter solely concerning his ownparticipation) and the prohibitions in this regard contained in the Articles of Association of theCompany be suspended and relaxed to that extent;

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(c) the directors of the Company be authorised to establish such other share option schemes for thebenefit of the employees and directors of the Company who are based outside the UnitedKingdom on such terms as the directors of the Company may consider appropriate to takeaccount of local tax, exchange control or securities laws in overseas territories provided thatsuch other schemes are based upon the Share Option Plan and that any shares issued or whichmight be issued under any such scheme will be subject to and treated as counting against thelimitations on individual and overall participation specified in the Share Option Plan; and

(d) the directors of the Company be and they are hereby authorised to issue shares at a subscriptionprice which is not less than the “Exercise price” for such shares (as defined in the rules of theShare Option Plan) to the trustee of any trust established by the Company for the benefit ofemployees of the Company and its subsidiaries for the purposes of satisfying the exercise of shareoptions granted or entered into by the trustee to employees of the Company and its subsidiaries.

6 THAT, subject to and conditional upon the passing of resolutions 1, 2, 3 and 4 above, the Directors begenerally and unconditionally authorised to exercise all the powers of the Company to allot relevantsecurities (as defined in section 80 of the Companies Act 1985 (“the Act”)) up to an aggregatenominal amount of £14,000,000 provided that this authority shall expire on the earlier of the nextannual general meeting of the Company or the date that is 15 months after the passing of theresolutions, except that the Company may before such expiry make an offer or agreement whichwould or might require relevant securities to be allotted after such expiry and the directors may allotrelevant securities in pursuance of any such offer or agreement as if the authority conferred by thisresolution had not expired and that this authority shall be in substitution for all previous authoritiesconferred upon the directors pursuant to section 80 of the Act but without prejudice to the allotmentof any relevant securities already made or to be made pursuant to such authorities.

7 THAT, subject to and conditional upon the passing of resolution 6 above, the directors be and herebyempowered, pursuant to the authority conferred upon them by the passing of resolution 6 above, toallot equity securities (as defined in section 94 of the Act) for cash as if section 89(1) of the Act didnot apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with a rights issue or other pro rata offer infavour of holders of ordinary shares in the capital of the Company where the equity securitiesrespectively attributable to the interests of all the ordinary shareholders are proportionate (asnearly as may be) to the respective numbers of equity securities held by them subject in eachcase to such exclusions or other arrangements as the directors may consider necessary orexpedient to deal with fractional entitlements or legal difficulties under the laws of any territoryor the requirements of a regulatory body;

(b) the allotment of equity securities up to an aggregate nominal value of £312,500 in connectionwith the exercise of Employee Warrants (as defined in the Circular);

(c) the allotment of equity securities up to an aggregate nominal amount of £89,125 in connectionwith the exercise of Warrants (as defined in the Circular);

(d) the allotment of equity securities up to an aggregate nominal amount of £500,000 in connectionwith the Albany Subscription (as defined in the Circular);

(e) the allotment of equity securities up to an aggregate nominal amount of £296,047.50 inconnection with the option to subscribe for ordinary shares in the Company granted toCorporate Synergy plc as described in the Circular;

(f) the allotment of equity securities up to an aggregate nominal value of £983,682.50 inconnection the grant of options pursuant to the Share Option Plan (and the subsequent exerciseof such options); and

(g) the allotment (otherwise than pursuant to sub-paragraphs (a) to (f) above) of equity securitiesup to an aggregate nominal amount of £468,412.50;

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and shall expire on whichever is the earlier of the next annual general meeting of the Company or thedate that is 15 months after the passing of the resolutions or the expiry of the authority contained inresolution number 6 above and that this authority shall be in substitution for all previous authoritiesconferred upon the directors pursuant to section 95 of the Act except that the Company may beforesuch expiry make an offer or agreement which would or might require equity securities to be allottedafter such expiry and the directors may allot equity securities in pursuance of such offer or agreementas if the power conferred by this resolution had not expired and that this authority shall be insubstitution for all previous authorities conferred upon the directors pursuant to section 95 of the Act.

8 THAT, subject to and conditional on the passing of resolutions 1 to 7 above, to change the name ofthe Company to ZTC Telecommunications plc.

9 THAT the articles of association of the Company be and hereby altered as follows:

(a) Article 5.1 be and it is hereby deleted and the following be substituted in its place:

“The capital of the Company is £20,000,000 divided into 201,915,000 “A” ordinary shares of2p each (“A” Shares”) and 1,596,170,000 ordinary shares of 1p each (“1p Shares”) having therights set out in this Article 5. Without prejudice to any special rights previously conferred onthe holders of any shares or class of shares already issued (which special rights shall not bemodified or abrogated except with such consent or sanction as is provided in the Company’smemorandum of association and in the next following Article), a share (whether forming partof the original capital or not) may be issued with such preferred, deferred or other special rightsor such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as theCompany by ordinary resolution determines.”; and

(b) Article 5.2 be and it is hereby amended by the deletion of the pre-amble to Article 5.2 and thesubstitution of the following in its place:

“On the next day on which the London Stock Exchange is open for business immediatelyfollowing the date on which all amounts outstanding in respect of any 2p Share shall have beenpaid in full (the “Conversion Date”), such 2p Share shall be automatically sub-divided andconverted into:”; and

(c) Article 15(f) to be amended by the deletion of the words, “provided that (except as otherwisefixed by the conditions of application or allotment) or call on any share may exceed one-quarterof the nominal amount of the share or be payable within 14 days from the last call.”

10 THAT the proposed deed between the Company and Nigel Gordon, the Company Secretary, relatingto the off-market purchase for no consideration of 201,915,000 deferred shares of 1p each in thecapital of the Company which will be registered in the name of Nigel Gordon pursuant to the articlesof association of the Company (following the conversion of “A” ordinary shares of 2p each intoordinary shares of 1p each in the capital of the Company and deferred shares of 1p each in the capitalof the Company) as laid before the meeting and initialled by the Chairman for the purposes ofidentification only and then to be cancelled automatically (and the authorised share capital be reducedaccordingly) with immediate effect, be and it is hereby approved and its terms authorised, suchauthority to expire on 30 June 2007, and that the directors of the Company be and they are herebyauthorised to enter into and conclude the said deed.

By order of the Board

Nigel GordonSecretary

13 February 2007

Registered Office:

17 Hanover SquareLondon W1S 1HU

98

Notes:

1 Any member of the Company entitled to attend and vote at the extraordinary general meeting may appoint one or more proxiesto attend and, on a poll, vote on his or her behalf. A proxy need not be a member of the Company.

2 To be valid, a Form of Proxy, and any power of attorney under which it is signed, must be lodged with the Company’sregistrars at Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no laterthan 48 hours before the time of the extraordinary general meeting.

3 A blue form of proxy is enclosed. The completion and return of a Form of Proxy will not preclude a member from attendingand voting at the meeting in person.

4 Resolution 2 will be taken on a poll of independent Shareholders.

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NOTICE OF CLASS MEETING OF THE HOLDERS OF “A”ORDINARY SHARES OF 2P EACH

CASSIAN INVESTMENTS PLC(Incorporated in England and Wales under the Companies Act 1985, with registered number 3928553)

NOTICE IS HEREBY GIVEN that a class meeting of the holders of “A” ordinary shares of 2p each in thecapital of Cassian Investments plc (“the Company”) will be held at 10.10 a.m. on 14 March 2007 at theoffices of Fasken Martineau Stringer Saul LLP, 17 Hanover Square, London, W1S 1HU (or as soon thereafteras the extraordinary general meeting of the Company convened for 10.05 a.m. at the same date and placeshall have been concluded or adjourned) to consider and, if thought fit, pass the following resolution whichwill be proposed as an extraordinary resolution.

THAT the holders of the “A” ordinary shares of 2p each in the capital of the Company (“the “A” Shares”):

(a) hereby sanction, approve and consent to:

(i) the passing and carrying into effect, as a Special Resolution of the Company, of Resolution 9set out in the notice of Extraordinary General Meeting of the Company convened for 14 March2007 (“the EGM”) (as laid before the meeting and initialled by the Chairman for the purposesof identification only); and

(ii) any effect on, variation, abrogation, dealing with and/or deemed variation or abrogation of therights and privileges attached to the “A” Shares which will, or may, result from the passing andcarrying into effect of the said Resolution 9 and notwithstanding that the passing and carryinginto effect of such Resolution 9 may affect the rights and privileges attached to such the “A”Shares; and

(b) hereby confirm, approve and ratify the despatch by the Company of a call for the payment of 1.5p per“A” Share notwithstanding that this resolution and Resolution 9 to be proposed at the EGM had notbeen passed at the date such call was made.

By order of the Board

Nigel GordonSecretary

13 February 2007

Notes:

1 Any member of the Company entitled to attend and vote at the class meeting may appoint one or more proxies to attend and,on a poll, vote on his or her behalf. A proxy need not be a member of the Company.

2 To be valid, a Form of Proxy, and any power of attorney under which it is signed, must be lodged with the Company’sregistrars at Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no laterthan 48 hours before the time of the class meeting.

3 A pink form of proxy is enclosed. The completion and return of a Form of Proxy will not preclude a member from attendingand voting at the meeting in person.

Registered Office:

17 Hanover SquareLondon W1S 1HU

100

sterling 85179