China Netcom Technology Holdings Limited — M&A Activity 2007

Apr 20, 2007

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

==> picture [46 x 35] intentionally omitted <==

GLORY FUTURE GROUP LIMITED 光彩未來集團有限公司

(incorporated in the Cayman Islands with limited liability)

(The “Company”)

(Stock Code: 8071)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE POSSIBLE INVESTMENT IN A PRC COMPANY

AND INCREASE IN SHARE PRICE AND TRADING VOLUME

THE MEMORANDUM OF UNDERSTANDING

The Board is pleased to announce that on 19 April 2007, E-silkroad.net, a wholly-owned subsidiary of the Company, entered into the Memorandum of Understanding with Beijing Yingcai for the proposed acquisition by E-silkroad.net of a controlling stake in Beijing Yingcai.

Beijing Yingcai is a company established in the PRC and its principal businesses include financial consultation, corporate planning and technology consultation in the PRC. Beijing Yingcai is interested in 60% of the equity interest in Shenzhen Caiyi, a company established in the PRC and is principally engaged in the provision of technical services and facilities to the relevant lottery issuers in the PRC regarding access to lottery tickets by mobile phones and is the owner of the intellectual property right of such technology.

The Board wishes to emphasise that no formal agreement in relation to the Proposed Acquisition has been entered into as at the date of this announcement. As the Proposed Acquisition may or may not proceed, public investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

1

The transaction in relation to the Proposed Acquisition may or may not constitute notifiable transaction under the GEM Listing Rules. The Company will comply with the applicable provisions of the GEM Listing Rules in relation to such possible notifiable transaction.

INCREASE IN SHARE PRICE AND TRADING VOLUME

The Board noted the increase in the price and trading volume of the shares of the Company on 20 April 2007 and wishes to state that save for the information disclosed in the announcement of the Company dated 18 April 2007 and this announcement it is not aware of any reasons for such increase in price and trading volume of shares of the Company.

Save for the information disclosed in announcement of the Company dated 18 April 2007 and this announcement, the Board also confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Chapters 19 and 20 of the GEM Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 17.10 of the GEM Listing Rules, which is or may be of a price-sensitive nature.

This announcement was made in accordance with Rule 17.10 of the GEM Listing Rules in relation to the general obligation of disclosure of the Company.

THE MEMORANDUM OF UNDERSTANDING

Date of the Memorandum of Understanding

19 April 2007

Parties to the Memorandum of Understanding

• (a) E-silkroad.net, a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company; and

• (b) Beijing Yingcai. The Directors confirmed that to the best of their knowledge, information and belief having made all reasonable enquiry, Beijing Yingcai and its ultimate beneficial owner(s) are Independent Third Parties.

2

Summary of the terms of the Memorandum of Understanding

The Proposed Acquisition

Under the Memorandum of Understanding, it is proposed that E-silkroad.net will acquire a controlling stake in Beijing Yingcai. Beijing Yingcai is a company established in the PRC and its principal businesses include financial consultation, corporate planning and technology consultation in the PRC. Beijing Yingcai is interested in 60% of the equity interest of Shenzhen Caiyi, a company established in the PRC and is principally engaged in the provision of technical services and facilities to the relevant lottery issuers in the PRC regarding access to lottery tickets by mobile phones and is the owner of the intellectual property right of such technology.

Consideration

The aggregate consideration payable by E-silkroad.net to Beijing Yingcai for the Proposed Acquisition shall be subject to further negotiation among the parties and shall be determined with reference to the value of the controlled shareholding of Beijing Yingcai as appraised by an independent valuer.

Exclusivity

Under the Memorandum of Understanding, Beijing Yingcai has agreed that it will not, within 180 days from the date of the Memorandum of Understanding, negotiate with any third party for the transfer of the controlled shareholding in Shenzen Caiyi.

BENEFITS OF THE PROPOSED ACQUISITION

At present, there are approximately 460 million mobile phone users in the PRC and the patent application in relation to the technology allowing people to access lottery tickets by mobile phones made by Shenzhen Caiyi has been accepted for processing by the relevant PRC authority. According to the information published by two lottery issuers in the PRC, the total amount of income from the lottery tickets issued by these issuers during 2006 is approximately RMB80 billion. In view of the potential and enormous PRC market, the Group has been exploring new opportunities in the PRC actively. The Directors are of the view that the Proposed Acquisition will serve as a milestone of the Group’s expansion of its business into the technology services sector in the PRC market, and will enable the Group to broaden its income streams and enhance its profitability.

3

GENERAL

The Memorandum of Understanding does not constitute the parties’ legally binding commitments as to the Proposed Acquisition. The Group will commence its due diligence review of Beijing Yingcai as soon as practicable and, if considered as appropriate by the Group, will proceed with the Proposed Acquisition. Further announcement(s) will be made by the Company once formal agreement in relation to the Proposed Acquisition is entered into.

The Board wishes to emphasise that no formal agreement in relation to the Proposed Acquisition has been entered into as at the date of this announcement. As the Proposed Acquisition may or may not proceed, public investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

The transaction in relation to the Proposed Acquisition may or may not constitute notifiable transaction under the GEM Listing Rules. The Company will comply with the applicable provisions of the GEM Listing Rules in relation to such possible notifiable transaction.

INCREASE IN SHARE PRICE AND TRADING VOLUME

The Board noted the increase in the price and trading volume of the shares of the Company on 20 April 2007 and wishes to state that save for the information disclosed in the announcement of the Company dated 18 April 2007 and this announcement it is not aware of any reasons for such increase in price and trading volume of shares of the Company.

Save for the information disclosed in the announcement of the Company dated 18 April 2007 and this announcement, the Board also confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Chapters 19 and 20 of the GEM Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 17.10 of the GEM Listing Rules, which is or may be of a price-sensitive nature.

4

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“Beijing Yingcai”	北京合眾盈彩投資顧問有限公司, a company established in the
	PRC
“Board”	the board of Directors
“Company”	Glory Future Group Limited, a company incorporated in the
	Cayman Islands with limited liability, the shares of which are
	listed on GEM
“Director(s)”	the director(s) of the Company
“E-silkroad.net”	E-silkroad.net Online Commerce Limited, a company incorporated
	in Hong Kong with limited liability and a wholly-owned
	subsidiary of the Company
“GEM”	the Growth Enterprise Market operated by the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third Parties”	such persons who are independent of and not connected nor
	acting in concert with the Directors, chief executive, management
	shareholders or substantial shareholders of the Company or its
	subsidiaries, or any of their respective associates
“Memorandum of Understanding”	the memorandum of understanding dated 19 April 2007 and
	entered into between E-silkroad.net and Beijing Yingcai setting
	out the basic understanding between the parties thereto in
	connection with the Proposed Acquisition

5

“Proposed Acquisition”

the proposed acquisition by E-silkroad.net of a controlling stake in Beijing Yingcai, as contemplated under the Memorandum of Understanding

• “PRC” the People’s Republic of China

• “RMB” Renminbi, the lawful currency of the PRC

• “Shenzhen Caiyi”

  • 深圳市彩移信息技術有限公司, a company established in the PRC and owned as to 60% by Beijing Yingcai

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “%” per cent.

By order of the Board

Glory Future Group Limited Leung Ngai Man Executive Director

Hong Kong, 20 April 2007

As at the date of this announcement, the executive Directors are Messrs. Choi Koon Ming, Ng Kam Yiu, Chow Yeung Tuen, Richard and Leung Ngai Man; and the independent non-executive Directors are Messrs. Wu Tak Lung, Phillip King, Ng Cheuk Tat, Ambrose and Chan Sing Fai.

This announcement, 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: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Company Announcement” page of the GEM website at www.hkgem.com for a minimum period of seven days from the day of its posting.

6