Beijing Beida Jade Bird Universal Sci-Tech Company Limited — Proxy Solicitation & Information Statement 2007

Dec 24, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Beijing Beida Jade Bird Universal SciTech Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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��� ! " # $ % & ' ( ) * + , BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 8095)

DISCLOSEABLE TRANSACTION RELATING TO ACQUISITION OF 4.9% EQUITY INTEREST IN ZHANG JIA JIE TOURISM DEVELOPMENT CO., LTD.

This circular will remain on the “Latest Company Announcements” page on the GEM website at www.hkgem.com for at least 7 days from the date of this circular.

24 December 2007

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. GEM-listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

– i –

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Principal Terms of the Share Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Restriction on Trading of Shares in the Shenzhen Stock Exchange . . . . . . . . . . .	6
Information of Hunan Tian Tong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information of Xiaoxiang Tourism . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information of ZJJ Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information of ZJJ Tourism . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Implications under GEM Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– ii –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“Acquisition”	the acquisition of 9,000,000 Subject Shares or 4.9%
	equity interest of ZJJ Tourism
“A Share(s)”	domestic listed share(s) in the ordinary share capital
	of ZJJ Tourism, with nominal value of RMB1 each and
	which are listed on Shenzhen Stock Exchange and
	traded in RMB
“Board”	the board of Directors
“Company”	��� !"#$%&'()*+,(Beijing Beida Jade
	Bird Universal Sci-Tech Company Limited), a sino-
	foreign joint stock limited company incorporated in
	the PRC with limited liability with its H Shares listed
	on GEM
“connected person(s)”	has the meaning ascribed to it under the GEM Listing
	Rules
“Directors”	directors of the Company
“GEM”	The Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	The Company and its subsidiaries
“Guidance Notes”	Guidance Notes on the Split Share Structure Reform
	of Listed Companies issued by China Securities and
	Futures Commissions which set out detail
	requirements and procedures of share structure reform
	of A Share companies publicly listed in the PRC
“H Share(s)”	overseas-listed foreign share(s) in the ordinary share
	capital of the Company, with nominal value of
	RMB0.10 each and which are listed on GEM and traded
	in Hong Kong dollars
“Hunan Tian Tong”	�� !"#$%&'(Hunan Tian Tong Trading Co.,
	Ltd.), a limited company incorporated in the PRC
	principally engaged in trading of construction
	materials and provision of real estate consultation
	service. It holds 15,300,000 paid-up ordinary shares of
	ZJJ Tourism immediately before the entering into of
	Share Transfer Agreement

– 1 –

DEFINITIONS

• “Latest Practicable Date” 20 December, being the latest practicable date prior to printing of this circular for ascertaining certain information contained herein

• “PRC” People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended from time to time)

• “Share(s)” ordinary share(s) issued by the Company with a nominal value of RMB0.10 each

• “Shareholders” shareholders of the Company “Share Transfer Agreement” The share transfer agreement entered into between Hunan Tian Tong, Xiaoxiang Tourism and ZJJ Development on 11 December 2007 pursuant to which Hunan Tian Tong agreed to transfer and Xiaoxiang Tourism agreed to acquire 9,000,000 Subject Shares or 4.9% equity interests of ZJJ Tourism by way of judicial sale

• “Shenzhen Stock Exchange” �� !"#$ (Shenzhen Stock Exchange) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subject Shares” Paid-up ordinary share(s) of ZJJ Tourism to be transferred from Hunan Tian Tong to Xiaoxiang Tourism pursuant to the Share Transfer Agreement

• “Xiaoxiang Tourism” �� !"#$%&'()*+ (Hengyang Nanyue Xiaoxiang Tourism Development Limited, formerly known as “Xiaoxiang Traveling Development Limited. Nanyue, Hengyang”), a sino-foreign equity joint venture established with limited liability in the PRC principally engaged in the exploration and development of travel and leisure business and relating infrastructure construction

• “ZJJ Development” �� ! " �� �� ! " # $ % & (Zhang Jia Jie Tourism Development Investment (Group) Co., Ltd.), a limited company incorporated in the PRC. It is principally engaged in investing activities and travel and leisure business. It beneficiary holds 28.69% equity interest in ZJJ Tourism and it is its major shareholder

– 2 –

DEFINITIONS

“ZJJ Tourism”

“%”

�� !"#$%&'()* (Zhang Jia Jie Tourism Development Co., Ltd.), a company incorporated with limited liability in the PRC and publicly listed on the Shenzhen Stock Exchange since August 1996. It is principally engaged in exploration and development of travel and leisure resources, construction of infrastructure facilities, provision of supporting services and research and development of relating technology

per cent

– 3 –

LETTER FROM THE BOARD

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��� ! " # $ % & ' ( ) * + , BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 8095)

Executive Directors: Legal address: Mr. Xu Zhen Dong (Chairman) Rooms 1117/1119 Mr. Xu Zhi Xiang Zhongcheng Building Mr. Zhang Wan Zhong Haidian Road Beijing 100080 Non-executive Directors: PRC Mr. Liu Yong Jin Mr. Hao Yi Long Principal place of business Mr. Li Li Xin in the PRC: 3rd Floor, Beida Jade Bird Building Independent non-executive Directors: No. 207 Chengfu Road Professor Nan Xiang Hao Haidian District Professor Chin Man Chung, Ambrose Beijing 100871 Mr. Cai Chuan Bing PRC

Principal place of business in Hong Kong: Unit 02, 7th Floor Asia Pacific Centre 8 Wyndham Street Central Hong Kong 24 December 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION RELATING TO ACQUISITION OF 4.9% EQUITY INTEREST IN ZHANG JIA JIE TOURISM DEVELOPMENT CO., LTD

INTRODUCTION

The Board announces that on 11 December 2007, Hunan Tian Tong, Xiaoxiang Tourism and ZJJ Development entered into a Share Transfer Agreement pursuant to which Hunan Tian Tong agreed to transfer and Xiaoxiang Tourism agreed to acquire 9,000,000 Subject Shares or 4.9% equity interest of ZJJ Tourism by way of judicial sale. The Subject Shares were currently freezed by court.

– 4 –

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE SHARE TRANSFER AGREEMENT

Date of the Share Transfer Agreement

• 11 December 2007

Parties involved in the Share Transfer Agreement

Party A: Hunan Tian Tong Trading Co., Ltd.

• Party B: Hengyang Nanyue Xiaoxiang Tourism Development Limited (formerly known as “Xiaoxiang Traveling Development Limited. Nanyue, Hengyang”), a non wholly-owned subsidiary of the Company

Party C: Zhang Jia Jie Tourism Development Investment (Group) Co., Ltd.

The Company confirms that to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Hunan Tian Tong, ZJJ Development and their ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

Subject Shares involved in the Share Transfer Agreement

9,000,000 paid-up ordinary shares of Zhang Jia Jie Tourism Development Co., Ltd., representing 4.9% equity interest in ZJJ Tourism.

Subject Shares were originally belongs to Hunan Tian Tong. They were legally freezed by court after financial dispute between Hunan Tian Tong and ZJJ Development. Pursuant to the Share Transfer Agreement, Hunan Tian Tong and ZJJ Development agreed to assist the court to unfreeze the Subject Shares and complete the business alteration process relating to the Acquisition within five business days from the date of the Share Transfer Agreement.

Consideration of the Acquisition

Total consideration is RMB50,294,000 which will be settled by cash.

Among the total consideration, amount of RMB9,117,600 was determined with reference to the proportion of loan due to ZJJ Development by Hunan Tian Tong as agreed to be taken up by Xiaoxiang Tourism. The remaining amount of RMB41,176,400 was determined with reference to the amount of ZJJ Tourism’s liabilities originally agreed to be borne by Hunan Tian Tong. Total consideration of RMB50,294,000 will be satisfied by internal resource of Xiaoxiang Tourism.

– 5 –

LETTER FROM THE BOARD

Total consideration of RMB50,294,000 will be payable to ZJJ Development upon receipt of written instruction from ZJJ Development since the latter is the major shareholder of ZJJ Tourism and responsible for its debt restructuring. Up to the Latest Practicable Date, the Company has not received formal settlement instructions from ZJJ Development.

Conditions to completion

There are no conditions precedents for the Acquisition.

Completion

The investment in ZJJ Tourism will be accounted for as an available-for-sale financial asset of the Company upon completion.

Immediately after completion of the Acquisition, both assets and liabilities of the Group will be increased by RMB50,294,000 being the fair value of total consideration payable to ZJJ Development while the earnings of the Group will be unaffected.

In the event whereas the share transfer process is unsuccessful, ZJJ Development will refund full consideration amount of RMB50,294,000 without interest to Xiaoxiang Tourism within 10 days from the date whereas the share transfer process of the Subject Shares is rejected by the court.

RESTRICTION ON TRADING OF SHARES IN THE SHENZHEN STOCK EXCHANGE

ZJJ Tourism plans to undergo share structure reform in accordance with the Guidance Notes. After completion of the Acquisition, Xiaoxiang Tourism will become one of the shareholders of ZJJ Tourism and is therefore subject to the provisions in the Guidance Notes.

In accordance with the Guidance Notes, Xiaoxiang Tourism is restricted from transfer or disposal of the Subject Shares within a period of 12 months starting from the initiation of share structure reform proposal of ZJJ Tourism.

INFORMATION OF HUNAN TIAN TONG

Hunan Tian Tong is a limited company incorporated in the PRC. Its principal activities include the trading of construction materials and provision of real estate consultation service. It is a shareholder of ZJJ Tourism and holds 15,300,000 paid-up ordinary shares of ZJJ Tourism immediately before the entering into of Share Transfer Agreement.

INFORMATION OF XIAOXIANG TOURISM

Xiaoxiang Tourism is a non wholly-owned subsidiary of the Group whereas the Group has 60% equity interest. It is principally engaged in the exploration and development of travel and leisure business and relating infrastructure construction.

– 6 –

LETTER FROM THE BOARD

INFORMATION OF ZJJ DEVELOPMENT

ZJJ Development is a limited company incorporated in the PRC. It is principally engaged in investing activities and travel and leisure business. It beneficiary holds 28.69% equity interest in ZJJ Tourism and it is its major shareholder.

INFORMATION OF ZJJ TOURISM

ZJJ Tourism is a company incorporated with limited liability in the PRC. It is principally engaged in exploration and development of travel and leisure resources, construction of infrastructure facilities, provision of supporting services and research and development of relating technology in Hunan Province. ZJJ Tourism carries out a lot of projects. Major projects include operation of �� !" (Bao Feng Hu Garden), �� ! � (Meng Dong He Rafting), �� !" (Fu Rong Zhen Sightseeing), �� !" (De Hang Scenic Spot), �� !" (Wu Shan Scenic Spot), �� !"#$% (Gu Zhang Zuo Long Xia Scenic Spot), investment in Zhang Jia Jie International Hotel and investment in Hunan Guang Zhi Luu International Travel Agency. Its ordinary shares are listed on the Shenzhen Stock Exchange since August 1996. Set out below is the list of shareholders of ZJJ Tourism immediately before the Acquitision:

		Approximate
		percentage of
		ZJJ Tourism’s
		issued
	Name	share capital
1.	Zhang Jia Jie Tourism Development Investment
	(Group) Co., Ltd.	24.46%
2.	Zhang Jia Jie Tourism Economic Development Co., Ltd.	6.37%
3.	Hunan Tian Tong Trading Co., Ltd.	8.33%
4.	Zhang Jia Jie Golden Dragon Real Estate Development Co.	6.10%
5.	Zhang Jia Jie Land and Real Estate Development Co., Ltd.	4.23%
	(a wholly owned subsidiary of ZJJ Development)
6.	Zhang Jia Jie Zhong Xing Real Estate Development Co.	3.33%
7.	ICBC Zhang Jia Jie Tourism Development Area Real Estate Co.	3.33%
8.	Zhang Jia Jie Hua Fa Real Estate Composite Development Co.	3.33%
9.	Public shareholders	40.52%
	Total	100%

– 7 –

LETTER FROM THE BOARD

Set out below is the audited results of ZJJ Tourism for the two years ended 31 December 2006 and the audited net assets value of ZJJ Tourism as at 31 December 2005 and 2006, as extracted from its audited financial statements, which were prepared in accordance with accounting principles generally accepted in the PRC:

Turnover Net loss before taxation Net loss after taxation Total assets Total liabilities Net assets	For the year ended 31 December 2005 2006 RMB’000 RMB’000 142,645 167,631 (65,594) (114,817) (68,066) (122,818) As at 31 December 2005 2006 RMB’000 RMB’000 562,739 555,243 (354,347) (471,010) 208,392 84,233

INFORMATION OF THE GROUP

The Group is principally engaged in the research, development, manufacture, marketing and sale of embedded systems products, including network security products, wireless fire alarm systems and related products. The Group is also engaged in the sale of computer products and provision of total solution services through the application of its existing embedded system products.

REASONS FOR THE ACQUISITION

Xiaoxiang Tourism is established principally for exploring and developing travel and leisure business. The Directors believe that investing in ZJJ Tourism will allow the Group to access the valuable travel and leisure resources possessed by ZJJ Tourism, including but not limited to those described in the section “Information of ZJJ Tourism”. The Directors opined that the current financial difficulty faced by ZJJ Tourism was the result of incorrect financial decision only. This did not affect its operation nor reflect any adverse change in its business environment. Given that the closing share price of ZJJ Tourism before suspension of trading on 3 December 2007 was RMB11.11 per share, the current condition provides an excellent opportunity for Group to invest at a lower cost.

– 8 –

LETTER FROM THE BOARD

Although the net asset value of ZJJ Tourism was only approximately RMB84,233,000 as at 31 December 2006, the Directors considered that ZJJ Tourism would be able to settle its liabilities of approximately RMB390,000,000 after fund injection and assignment and waiver of debt as a result of the Acquisition and its debt restructuring. ZJJ Tourism would be able to write off debt provision of approximately RMB200,000,000, resulting to an increase in net asset value by the same amount. The Directors considered worthy to give premium over the net assets of ZJJ Tourism given the valuable resources possessed by ZJJ Tourism, its operational performance and its unique status in Zhang Jia Jie (ZJJ Tourism is the one and only one A Share company of that district listed in the PRC).

The terms of the Share Transfer Agreement were arrived at after arm’s length negotiation between Hunan Tian Tong, Xiaoxiang Tourism and ZJJ Development. The Board, including the independent non-executive Directors, considers the terms of the Share Transfer Agreement and to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER GEM LISTING RULES

As size test ratios exceed 5% but are below 25%, the Acquisition constitutes a discloseable transaction of the Company pursuant to Rule 19.07 of the GEM Listing Rules. The transaction is subject to the disclosure requirements pursuant to Rule 19.34 and 19.38 of the GEM Listing Rules.

Save for the entering into of Share Transfer Agreement, the Group, Hunan Tian Tong and ZJJ Development had not involved in any other transaction within a 12 month period. The transaction is thus not subject to Rule 19.22 of the GEM Listing Rules.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the appendix to this circular.

Yours faithfully, By order of the Board Beijing Beida Jade Bird Universal Sci-Tech Company Limited Xu Zhen Dong Chairman

– 9 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are found on bases and assumptions that are fair and reasonable.

2. DIRECTORS, SUPERVISORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

At the Latest Practicable Date, the interests (including interests in shares and short positions) of the Directors, supervisors and chief executive in the share capital of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)), which will be required to be notified to the Company and the Stock Exchange pursuant to: (a) Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which each of them is taken or deemed to have taken under such provisions of the SFO); or (b) which will be required pursuant to section 352 of the SFO to be entered in the register referred to in that section; or (c) will be required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors, to be notified to the Company and the Stock Exchange, were as follows:

Long positions in ordinary shares of the Company:

		Number of
		shares held,	Approximate
		capacity and	% of	Approximate
		nature of	the Company’s	% of
		beneficiary	total issued	the Company’s
		interest	domestic	total issued
	Note	of a trust	share capital	share capital
Name of director
1. Mr. Xu Zhen Dong	(a)	205,414,000	29.34%	17.34%
2. Mr. Xu Zhi Xiang	(a)	205,414,000	29.34%	17.34%
3. Mr. Zhang Wan Zhong	(a)	205,414,000	29.34%	17.34%
4. Mr. Liu Yong Jin	(a)	205,414,000	29.34%	17.34%
Name of supervisor
1. Mr. Zhang Yong Li	(a)	205,414,000	29.34%	17.34%
2. Ms. Dong Xiao Qing	(a)	205,414,000	29.34%	17.34%

– 10 –

APPENDIX

GENERAL INFORMATION

Note:

• (a) The above directors and supervisors of the Company are taken to be interested in the issued share capital of the Company through their respective interests as beneficiaries, among other beneficiaries, of Heng Huat Trust. By a declaration of trust (“Heng Huat Trust”) made as a deed on 19 July 2000, Mr. Xu Zhen Dong, Mr. Zhang Wan Zhong and Ms. Liu Yue (who has been replaced by Mr. Xu Zhi Xiang since 9 May 2003 as a trustee) declared that they held the shares of Heng Huat Investments Limited (“Heng Huat”) as trustees for the benefits of 477 employees of Beijing Beida Jade Bird Software System Company, Beijing Beida Jade Bird Limited, Beijing Beida Yu Huan Microelectronics System Engineering Company and Beijing Tianqiao Beida Jade Bird Sci-Tech Company Limited and their respective subsidiaries and associated companies and the Company. Heng Huat is beneficially interested in the entire issued share capital of Dynamic Win Assets Limited (“Dynamic Win”), and is taken to be interested in 205,414,000 shares of the Company which Dynamic Win is interested. Mr. Xu Zhen Dong, Mr. Zhang Wan Zhong and Mr. Xu Zhi Xiang (who replaced Ms. Liu Yue as a trustee on 9 May 2003 upon Ms. Liu’s resignation as a trustee on the same date) are trustees holding 60, 20 and 20 shares out of 100 shares in the issued share capital of Heng Huat.

Save as disclosed above, none of the directors, supervisors and chief executive had registered an interest or short position in the shares or underlying shares of the Company or any of its associated corporations that was required to be notified pursuant to Divisions 7 and 8 of Part XV of the SFO, recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules.

Interests in share options

As at the Latest Practicable Date, no options have been granted by the Group pursuant to the share option scheme adopted by the Company on 5 July 2000.

3. DIRECTORS’ SERVICE CONTRACTS

Except for Mr. Cai Chuan Bing whose service contract with the Company commenced on 20 October 2006, each of the Directors and supervisors of the Company has entered into a service contract with the Company for a term of three years commencing from 30 June 2006 until the date of the annual general meeting to be convened in 2009.

Save as disclosed above, none of the Directors has any existing or proposed service contracts with any member of the Group, excluding contracts expiring or determinable by the Company or any of its subsidiaries within one year without payment of compensation other than statutory compensation as at the Latest Practicable Date.

– 11 –

APPENDIX

GENERAL INFORMATION

4. SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

Long positions:

					Approximate	Approximate	Approximate
					% of the	% of the	% of the
				Number of	Company’s	Company’s	Company’s
			Capacity and	ordinary	domestic issued	total number of	issued
	Name	Notes	nature of interest	shares held	share capital	issued H shares	share capital
1.	Peking University	(a)	Through a controlled	310,000,000	44.28%	Not applicable	26.16%
			corporation
2.	Beijing Beida Yu Huan	(a)	Directly beneficially	85,000,000	12.14%	Not applicable	7.17%
	Microelectronics		owned
	System Engineering
	Company
3.	Beijing Beida Jade Bird	(a)	Directly beneficially	110,000,000	15.71%	Not applicable	9.28%
	Software System		owned
	Company
4.	Beijing Beida Jade Bird	(a)	Directly beneficially	115,000,000	16.43%	Not applicable	9.71%
	Limited		owned
5.	Heng Huat Investments	(b)	Through a controlled	205,414,000	29.34%	Not applicable	17.34%
	Limited		corporation
6.	Dynamic Win Assets	(b)	Directly beneficially	205,414,000	29.34%	Not applicable	17.34%
	Limited		owned
7.	Mongolia Energy	(c)	Through a controlled	84,586,000	12.08%	Not applicable	7.14%
	Corporation Limited		corporation
	(formerly known as
	“New World CyberBase
	Limited”)
8.	New View Venture Limited	(c)	Directly beneficially	84,586,000	12.08%	Not applicable	7.14%
			owned
9.	Asian Technology		Directly beneficially	50,000,000	7.14%	Not applicable	4.22%
	Investment Company		owned
	Limited
10.	Tai Fook Securities	(d)	Directly beneficially	80,800,000	Not applicable	16.67%	6.82%
	Company Limited		owned
11.	Tai Fook Finance	(d)	Through a controlled	80,800,000	Not applicable	16.67%	6.82%
	Company Limited		corporation
12.	Tai Fook (BVI) Limited	(d)	Through a controlled	80,800,000	Not applicable	16.67%	6.82%
			corporation

– 12 –

APPENDIX

GENERAL INFORMATION

Notes:

• (a) Peking University is taken to be interested in 26.16% of the total issued share capital of the Company through the following companies:

• (i) 85,000,000 shares (representing approximately 7.17% of the Company’s total share capital) held by �� �!"#$%&'()*+, (Beijing Beida Yu Huan Microelectronics System Engineering Company), which is beneficially wholly-owned by Peking University;

• (ii) 110,000,000 shares (representing approximately 9.28% of the Company’s total share capital) held by Beijing Beida Jade Bird Software System Company, which is beneficially whollyowned by Peking University; and

• (iii) 115,000,000 shares (representing approximately 9.71% of the Company’s total share capital) held by Beijing Beida Jade Bird Limited, which is approximately 46% owned by Peking University.

• (b) The shares of the Company are held by Dynamic Win Assets Limited, which is wholly-owned by Heng Huat.

• (c) The shares of the Company are held by New View Venture Limited, which is wholly-owned by Mongolia Energy Corporation Limited (formerly known as “New World CyberBase Limited”).

• (d) The shares are held by Tai Fook Securities Company Limited, which is directly wholly-owned by Tai Fook Finance Company Limited and indirectly wholly-owned by Tai Fook (BVI) Limited.

Save as disclosed above, no person, other than the directors and supervisors of the Company, whose interests are set out in the section “Directors’, Supervisors and Chief Executive’s interests and short positions in shares and underlying shares” above, had registered an interest or short position in the shares or underlying shares of the Company that was required to be recorded pursuant to Section 336 of the SFO.

5. COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors, the management shareholders, employees and substantial shareholders of the Company or any of their respective associates (as defined in the GEM Listing Rules) had an interest in a business which competes or may compete with the businesses of the Group, or may have any conflicts of interest with the Group pursuant to the GEM Listing Rules.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

– 13 –

APPENDIX

GENERAL INFORMATION

7. GENERAL

• (a) In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text.

• (b) The principal place of business of the Company in the PRC is at 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC.

• (c) The place of business of the Company in Hong Kong is at Unit 02, 7th Floor, Asia Pacific Centre, 8 Wyndham Street, Central, Hong Kong.

• (d) The share register and transfer office of the Company is Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (e) The compliance officer of the Company is Mr. Zhang Wan Zhong (“ Mr. Zhang ”). Mr. Zhang graduated from Peking University with a master degree in science. He held various positions in the administrative arm of Peking University including the Deputy Head of the Remote Sensing and Geographic Information System Department.

• (f) The qualified accountant and secretary of the Company is Mr. Leung Wai Man (“ Mr. Leung ”). Mr. Leung is a fellow member of The Association of Chartered Certified Accountants and an associate member of each of The Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (g) Pursuant to rule 5.28 of the GEM Listing Rules, the Company has set up an audit committee. In compliance with rule 5.29 of the GEM Listing Rules, the authority and responsibility of the audit committee has been properly written out. The primary duties of the audit committee are to review the financial reporting process, internal control and corporate governance issues of the Company and make relevant recommendations to the Board. The audit committee has three members, namely the three independent non-executive Directors, Professor Nan Xiang Hao (“ Prof. Nan ”), Professor Chin Man Chung, Ambrose (“ Prof. Chin ”) and Mr. Cai Chuan Bing (“ Mr. Cai ”). Prof. Nan has been awarded various science awards such as �� !"#$%& (the Second Prize of State Technological Achievement). He is currently a part-time professor in the Graduate University of Chinese Academy of Science. Prof. Chin graduated from the Department of Oriental Language and Cultures of Peking University with a master degree in Literature. He is currently a professor of the History Department of the Fudan University and a researcher of morality and religion research centre of Tsinghua University. Mr. Cai graduated from Anhui University of Finance and Trade. He is currently the chairman of the Communications Branch of the China Institute of Internal Audit. He is also an independent non-executive director of Yue Da Holdings Limited (stock code: 629) whose shares are listed on the Stock Exchange.

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