NOIZ Group Ltd. — Interim / Quarterly Report 2007

Feb 9, 2007

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TRADEEASY HOLDINGS LIMITED （易貿通集團有限公司[] ）*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8163)

THIRD QUARTERLY RESULTS ANNOUNCEMENT FOR THE NINE MONTHS ENDED 31 DECEMBER 2006

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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 of the Stock Exchange 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. 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 the GEM-listed issuers.

The Stock Exchange 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.

This announcement, for which the directors of Tradeeasy Holdings Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the “GEM Listing Rules”) for the purpose of giving information with regard to Tradeeasy Holdings Limited. 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.

* For identification purpose only

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HIGHLIGHTS

• Revenue of the Group for the nine months ended 31 December 2006 was HK$34,381,000, up 11.1% as compared to HK$30,946,000 for the corresponding period in 2005.

• Loss for the nine months ended 31 December 2006 attributable to ordinary equity holders of the Company was HK$3,151,000 due to an expenses of HK$2,278,000 arising from the issue of Share Options to directors and eligible participants. Without such expense, the loss for the nine months end attributable to ordinary equity holders of the Company would have been HK$873,000 as compared to profit of HK$606,000 for the corresponding period in 2005.

• Loss per share attributable to ordinary equity holders of the Company was HK0.34 cent for the nine months ended 31 December 2006 as compared to earnings per share attributable to ordinary equity holders of the parent of the Group of HK0.14 cent for the corresponding period in 2005.

• The board of directors does not recommend the payment of any dividend for the nine months ended 31 December 2006.

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UNAUDITED CONSOLIDATED THIRD QUARTERLY RESULTS FOR THE NINE MONTHS ENDED 31 DECEMBER 2006

The board of directors (the “Directors” or “Board”) of Tradeeasy Holdings Limited (the “Company”) is pleased to announce that the unaudited consolidated third quarterly results of the Company and its subsidiaries (collectively referred to as the “Group” or “Tradeeasy”) for the three months and the nine months ended 31 December 2006, together with the comparative unaudited figures for the corresponding periods in 2005, are as follows:

Notes REVENUE 2 Cost of sales Gross profit Other income and gains Selling and distribution costs General and administrative expenses Equity-settled share option expenses Advertising and promotion expenses Other expenses Share of profits and losses of associates PROFIT/(LOSS) BEFORE TAX Tax 3 PROFIT/(LOSS) FOR THE PERIOD Attributable to: Equity holders of the parent Minority interests DIVIDEND 4 EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT 5 Basic Diluted	Three months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 11,114 9,801 (7,491) (6,265) 3,623 3,536 172 29 (1,014) (705) (3,281) (2,919) (18) (146) (599) (462) – (3) (14) – (1,131) (670) – – (1,131) (670) (979) (670) (152) – (1,131) (670) – – HK(0.10) cent HK(0.16)cent HK(0.10) cent HK(0.16)cent	Nine months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 34,381 30,946 (21,852) (17,867) 12,529 13,079 511 52 (2,596) (1,904) (9,162) (8,449) (2,278) (146) (2,214) (1,950) (49) (3) (44) – (3,303) 679 – (73) (3,303) 606 (3,151) 606 (152) – (3,303) 606 – – HK(0.34) cent HK0.14 cent HK(0.33) cent HK0.15 cent

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Notes:

1 Basis of preparation and consolidation

The unaudited condensed consolidated third quarterly results have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRS”) (which also include the Hong Kong Accounting Standards (“HKASs”) and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants, accounting principles generally accepted in Hong Kong and the disclosure requirements of the GEM Listing Rules. They have been prepared under the historical cost convention. These unaudited consolidated third quarterly results are presented in Hong Kong dollars and all values are rounded to the nearest thousand except when otherwise indicated.

The accounting policies and methods of computation adopted are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 March 2006. The accounts are unaudited but have been reviewed by the Company’s audit committee (“Audit Committee”).

2. Revenue

Revenue, which is also the Group’s turnover, represents the value of services rendered during the three-month and nine-month periods under review.

An analysis of revenue is as follows:

Integrated marketing solution services Application Service Provider (“ASP”) services Technical consultancy services	Three months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 2,278 1,469 5,557 5,712 3,279 2,620 11,114 9,801	Nine months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 6,144 4,845 18,186 18,131 10,051 7,970 34,381 30,946	Nine months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 6,144 4,845 18,186 18,131 10,051 7,970 34,381 30,946
			30,946

3. Tax

No provision for Hong Kong profits tax has been made as the Group either did not generate any assessable profits arising in Hong Kong during the period (2005: Nil) or had available tax losses brought forward from prior years to offset the assessable profits generated during the period (2005: Nil). Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.

Tradeeasy Information Technology (Guangzhou) Limited, a Sino-foreign co-operative joint venture company established and operating in Guangzhou, is subject to Mainland China enterprise income tax at a rate of 33%.

Tradeeasy Information Technology (Beijing) Limited, a wholly-foreign owned enterprise established and operating in Beijing, is subject to Mainland China enterprise income tax at a rate of 33%. Pursuant to a notice dated 8 January 2001 issued by 北京市海淀區國家稅務局 , Tradeeasy Information Technology (Beijing) Limited was granted the status of a High and New Technology Enterprise and hence the applicable income tax rate was reduced to 15%. The notice also stated that Tradeeasy Information Technology (Beijing) Limited enjoys full exemption from Mainland China enterprise income tax for two years starting from its first profitable year of operations, followed by a 50% reduction in the income tax rate for the next three years.

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4. Dividend

No dividend has been paid or declared by the Company or any of its subsidiaries during the nine months ended 31 December 2006 (2005: Nil).

5. Earnings/(loss) per share attributable to ordinary equity holders of the parent

The calculation of basic earnings/(loss) per share attributable to ordinary equity holders of the parent for the three months and the nine months ended 31 December 2006 is based on the loss attributable to ordinary equity holders of the parent for the three months and the nine months ended 31 December 2006 of HK$979,000 and HK$3,151,000 (2005: loss of HK$670,000 and profit of HK$606,000) respectively and the weighted average number of 971,000,000 and 923,000,000 ordinary shares in issue (2005: 421,000,000 and 421,000,000 ordinary shares) respectively during the period.

The calculation of diluted loss per share attributable to ordinary equity holders of the parent for the three months and nine months ended 31 December 2006 is based on the loss attributable to ordinary equity holders of the parent for the three months and nine months ended 31 December 2006 of HK$979,000 and HK$3,151,000 respectively. The weighted average number of ordinary shares used in the calculation is the ordinary shares in issue during the period, as used in the basic profit/(loss) per share calculation and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise of all share options outstanding during the period.

The calculation of basic and diluted earnings/(loss) per share are based on:

Earnings/(loss) Profit/(loss) attributable to ordinary equity holders of the parent, used in the basic earnings and diluted earnings per share calculation Shares Weighted average number of ordinary shares in issue during the period used in the basic earnings per share calculation Effect of dilution – weighted average number of ordinary shares: Share options	Three months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 (979) (670) 971,000,000 421,000,000 46,722,366 8,728,929 1,017,722,366 429,728,929	Nine months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 (3,151) 606 923,000,000 421,000,000 24,349,133 21,432,986 947,349,133 442,432,986	Nine months ended 31 December 2006 2005 (Unaudited) (Unaudited) HK$’000 HK$’000 (3,151) 606 923,000,000 421,000,000 24,349,133 21,432,986 947,349,133 442,432,986
			421,000,000 21,432,986
			442,432,986

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6. Movement in reserves

	Share		Share	Exchange
	premium	Contributed	option	**fluctuation **	Accumulated
	account	surplus	reserve	reserve		losses		Total
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)		(Unaudited)
	HK$’000	HK$’000	HK$’000	HK$’000		HK$’000		HK$’000
At 1 April 2005	17,125	66,710	–	11		(76,422)		7,424
Profit for the period	–	–	–	–		606		606
At 31 December 2005	17,125	66,710	–	11		(75,816)		8,030
At 1 April 2006	17,125	66,710	302	(28)		(78,125)		5,984
Issue of shares, net of
share issue expenses*	15,483	–	–	–		–		15,483
Equity-settled share
option arrangements	–	–	2,278	–		–		2,278
Loss for the period	–	–	–	–		(3,151)		(3,151)
At 31 December 2006	32,608	66,710	2,580	(28)		(81,276)		20,594

• On 25 April 2006, 550,000,000 new ordinary shares were issued to CCT Telecom Holdings Limited for cash at a subscription price of HK$0.04 per share pursuant to the subscription agreement dated 7 March 2006 for a total cash consideration before expenses, of HK$22,000,000.

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MANAGEMENT DISCUSSION AND ANALYSIS

Business Review

The revenue of the Group recorded a 11.1% increase to HK$34.4 million for the nine months ended 31 December 2006 while the net loss was HK$3.2 million. This loss incurred is attributed to the expenses of HK$2.3 million due to the grant of share options during the period under review, as well as the additional costs involved in the process of expansion.

For the three months ended 31 December 2006, the Group recorded a turnover of HK$11.1 million as compared to HK$9.8 million last year, representing an increase of 13.3%. The revenue generated from Mainland China in these three months has continued to grow by 25.2% as compared to the corresponding period last year.

During the reporting period, the Group has devoted further resources into the Mainland in a bid to strengthen its competitiveness. More promotional and marketing activities were carried out. The number of buying tours organised has increased 25% as a result. A central training center commenced operation, the number of salespersons employed increased and hence enhanced training efficiency. A subsidiary was set up during the period to promote our products and services to channel sales in areas not covered by any of our branches. New agents were appointed in the northern and central part of the Mainland China by this subsidiary.

The Group is pleased to report that the revenue generated from the ASP continues to be the major source of income. Features of ASP are upgraded continuously to enhance the operational procedures and improve this general usability.

The Group’s Research & Development team is now working on the revamping of the existing portal, stat which was scheduled to roll out in early next quarter. However, shortage of skilled system analysts in Mainland China makes it hard for the team to keep abreast of the schedule. The management turns to expect the new portal be ready by end of next quarter.

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Outlook

During this period, the Group has been taking a number of initiatives to reinforce our core business, which include expanding our sales and marketing network, developing new services, providing more value to overseas buyers and modifying technical infrastructure. Even though all these investments affected the profit margin of the operation while the business is expanding, the Group, in the long run, will benefit from sustainable revenue growth and a bigger market share.

Mainland China, as to the management’s belief and perhaps to most of others, will continue to be the main focus in coming years. Extra efforts and resources will be devoted and allocated into such fastgrowing region. A combination of direct sales model and channel sales model will continue to be put in practice. The group believes this is the shortest way to cover such a huge market, while spending the least overhead costs.

Keen competition, shortage of skilled professionals and the rising level of salary in Mainland China will always be our operating challenges. In order to alleviate the pressure, the Group will focus in providing services in a more in-depth and personalised manner to both our seller and buyer members, and keep modifying our products and putting more resources into internal training.

Looking ahead, we are confident with the business to business market in Mainland China, and we are certain that our investment will generate additional revenue and continuous growth to the Group.

DIRECTORS’ INTERESTS IN SHARES AND UNDERLYING SHARES

As at 31 December 2006, the Directors of the Company and/or any of their respective associates had the following interests and short positions in the shares, the underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”)), as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Part XV of the SFO or Rules 5.46 to 5.68 of the GEM Listing Rules:

(a) Interests and short positions in the shares and the underlying shares of share options of the Company as at 31 December 2006

• (i) Long positions in the shares of the Company:

		Approximate
	Number of	percentage of
	the shares directly	the total issued
Name of the Director	beneficially held	share capital
		(%)
Yip Kwok Cheung, Danny	23,610,662	2.43

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(ii) Long positions in the share options of the Company:

Date of grant Exercise period Exercise price Name of the Director of share options of share options per share HK$ Mak Shiu Tong, Clement 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 Tam Ngai Hung, Terry 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 Cheng Yuk Ching, Flora 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 Yip Kwok Cheung, Danny 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 William Donald Putt 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 Lam Kin Kau, Mark 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 Fung Hoi Wing, Henry 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011 Lau Ho Wai, Lucas 14 Aug 2006 14 Aug 2006 to 0.038 13 Aug 2011	Number of share options outstanding 45,000,000 28,000,000 5,000,000 9,500,000 5,000,000 950,000 950,000 950,000 95,350,000	Number of Approximate total percentage of underlying the total issued shares share capital (%) 45,000,000 4.63 28,000,000 2.88 5,000,000 0.51 9,500,000 0.98 5,000,000 0.51 950,000 0.10 950,000 0.10 950,000 0.10 95,350,000 9.81	Number of Approximate total percentage of underlying the total issued shares share capital (%) 45,000,000 4.63 28,000,000 2.88 5,000,000 0.51 9,500,000 0.98 5,000,000 0.51 950,000 0.10 950,000 0.10 950,000 0.10 95,350,000 9.81
			9.81

• (b) Interests and short positions in the shares and the underlying shares of the convertible bonds of an associated corporation – CCT Telecom Holdings Limited (“CCT Telecom”), the holding company of the Company, as at 31 December 2006

• (i) Long positions in the shares of CCT Telecom:

					Approximate
					percentage
	Number of the shares		beneficially held and		of the total
		nature of	interest		issued share
Name of the Director	Personal	Family	Corporate	Total	capital
					(%)
Mak Shiu Tong, Clement	715,652	–	221,040,977	221,756,629	28.44
Cheng Yuk Ching, Flora_(Note)_	14,076,713	120,000	–	14,196,713	1.82
Tam Ngai Hung, Terry	500,000	–	–	500,000	0.06
William Donald Putt	591,500	–	–	591,500	0.08

Note: Included in the shareholdings in which Ms. Cheng Yuk Ching, Flora was interested, 120,000 shares of CCT Telecom were held by the spouse of Ms. Cheng Yuk Ching, Flora, who was deemed to be interested in such shares under the provisions of Part XV of the SFO or Rule 5.46 of the GEM Listing Rules.

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(ii) Long positions in the underlying shares of the convertible bonds of CCT Telecom:

			Number of	Approximate
			the total	percentage of
	Description of		underlying	the total issued
Name of the Director	equity derivatives	Notes	shares	share capital
				(%)
Mak Shiu Tong, Clement	2010 convertible bonds	(1)	47,185,430	6.05
	2009 convertible bonds	(2)	26,548,672	3.40

Notes:

• (1) The convertible bonds with an outstanding principal amount of HK$28,500,000 as at 31 December 2006, were issued by CCT Telecom to New Capital Industrial Limited (a company controlled by Mr. Mak Shiu Tong, Clement) on 25 April 2005. The convertible bonds, due on 25 April 2010, are interest free and convertible into the shares of CCT Telecom at the conversion price of HK$0.604 per share (subject to adjustments according to the terms of the convertible bonds).

• (2) The convertible bonds with an outstanding principal amount of HK$30,000,000 as at 31 December 2006, were issued by CCT Telecom to Capital Winner Investments Limited (a company controlled by Mr. Mak Shiu Tong, Clement) on 23 June 2006. The convertible bonds, due on 23 June 2009, are interest free and convertible into the shares of CCT Telecom at the conversion price of HK$1.13 per share (subject to adjustments according to the terms of the convertible bonds).

(c) Interests and short positions in the shares and the underlying shares of an associated corporation – CCT Tech International Limited (“CCT Tech”), a fellow subsidiary of the Company, as at 31 December 2006

None of the Directors of the Company had any interest and short position in respect of the shares, debentures, convertible bonds, equity derivatives or interests in the underlying shares of CCT Tech as at 31 December 2006.

In addition to the above, as at 31 December 2006, certain Directors have non-beneficial personal equity interests in certain subsidiaries held for the benefit of the Company solely for the purpose of complying with the minimum company membership requirements.

Save as disclosed above, as at 31 December 2006, none of the Directors of the Company and/or any of their respective associates had any interest and short position in the shares, the underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) that was required to be recorded pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Part XV of the SFO or Rules 5.46 to 5.68 of the GEM Listing Rules.

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DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES

Save as disclosed under the heading “Directors’ Interests in Shares and Underlying Shares” above, at no time during the period were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company granted to any Director or their respective spouse or minor children, or were any such rights exercised by them; or was the Company or any of its subsidiaries a party to any arrangement to enable the Directors to acquire such rights in any other body corporate.

SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SHARES

At 31 December 2006, the following interests of 5% or more of the issued share capital of the Company were recorded in the register of interests required to be kept by the Company pursuant to Section 336 of the SFO:

Long positions in the shares of the Company:

				Approximate
				percentage of
		Capacity and	Number of the	the total issued
Name of the shareholder		nature of interest	shares held	share capital
				(%)
Manistar Enterprises Limited_(Note)_	Directly beneficially owned		643,364,070	66.26
CCT Telecom_(Note)_	Through a controlled corporation		643,364,070	66.26

Note: The shares are held by Manistar Enterprises Limited, which is wholly owned by CCT Telecom.

Save as disclosed above, as at 31 December 2006, no person had registered an interest in the shares or underlying shares of the Company that was required to be recorded pursuant to Section 336 of the SFO.

SHARE OPTION SCHEME

The Company operates a share option scheme (the “Scheme”) for the purpose of providing incentives and rewards to eligible participants for their contribution to the Group. The Scheme was approved by the then sole shareholder of the Company on 20 February 2002 by way of a written resolution. The Board may, at their discretion, offer options to any full-time or part-time employee or director of any member of the Group, and any consultant of or adviser to any member of the Group (the “Participants”) to subscribe for shares of the Company. The Scheme became effective on 7 March 2002 and shall be valid and effective for a period of 10 years from that date, subject to early termination by the Company in a general meeting or by the Board.

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The maximum number of shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Scheme must not exceed 30% of the shares in issue from time to time.

The maximum number of shares available for issue under options which may be granted under the Scheme adopted by the Company must not in aggregate exceed 10% of the shares in issue. The maximum number of shares issued and to be issued upon exercise of the options granted and to be granted to each Participant (including both exercised and outstanding options) in any 12-month period up to the date of grant must not exceed 1% of the shares in issue at the date of grant. Any further grant of options in excess of the above limit must be subject to shareholders’ approval with such Participant and his associates (as defined in the GEM Listing Rules) abstaining from voting.

If options are granted to a connected person (as defined in the GEM Listing Rules) or his associates, the granting of such options will be subject to all independent non-executive directors’ (excluding independent non-executive director who is a grantee) approval; where options are proposed to be granted to a connected person who is also a substantial shareholder or independent non-executive director or any of their respective associates which will result in the total number of shares issued and to be issued upon exercise of the options granted or to be granted (including options exercised, cancelled and outstanding) to such person under the Scheme in the past 12-month period up to and including the date of such grant: (1) exceeding 0.1% of the total issued shares for the time being; and (2) having an aggregate value, based on the closing price of the shares at the date of each grant, in excess of HK$5,000,000, the granting of such options will be subject to approval of the independent shareholders of the Company taken on a poll. All connected persons will abstain from voting (except that any connected person may vote against the resolution).

Upon acceptance of the option, the grantee shall pay HK$1 to the Company as consideration for the grant. The option will be offered for acceptance for a period of 28 days (or such shorter period as the Board may from time to time determine) from the date on which the option is granted. The exercise period of the share options granted is determinable by the Directors of the Company and commences after a certain vesting period and ends on a date which is not later than ten years from the date of the offer of the share options or the expiry date of the Scheme, if earlier.

The subscription price of a share in respect of any particular option granted under the Scheme shall be such price as the Board of Directors in its absolute discretion shall determine, save that such price shall be the highest of: (i) the closing price of the shares as stated in the Stock Exchange daily quotation sheet on the date of the grant of the options, which must be a business day; (ii) the average of the closing prices of the shares as stated in the Stock Exchange’s daily quotation sheets on the five business days immediately preceding the date of the grant of the options; and (iii) the nominal value of a share.

Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.

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Details of the movements of share options under the Scheme during the nine months ended 31 December 2006:

Outstanding as at 1 April Category of Participant 2006 Directors Executive Directors: Mak Shiu Tong, Clement# – Tam Ngai Hung, Terry# – Cheng Yuk Ching, Flora – Yip Kwok Cheung, Danny – William Donald Putt – Independent non-executive Directors: Lam Kin Kau, Mark – Fung Hoi Wing, Henry – Lau Ho Wai, Lucas – – Employees In aggregate 12,000,000 4,000,000 2,100,000 3,496,000 1,831,000 – 23,427,000	Number of share options Granted Forfeited during during the period the period 45,000,000 – 28,000,000 – 5,000,000 – 9,500,000 – 5,000,000 – 950,000 – 950,000 – 950,000 – 95,350,000 – – – – – – – – 250,000 – 250,000 20,500,000 – 20,500,000 500,000	Price of Company’s Outstanding Exercise shares at as at Exercise price grant date 31 December Date of grant period of of share of share 2006 of share options share options options *options*** HK$ HK$ 45,000,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 28,000,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 5,000,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 9,500,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 5,000,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 950,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 950,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 950,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 95,350,000 12,000,000 22 Apr 2003 23 Jun 2003 to 0.037 – 22 Jun 2008 4,000,000 6 Oct 2004 4 Nov 2004 to 0.030 – 3 Nov 2009 2,100,000 27 Sep 2005 26 Oct 2005 to 0.043 – 25 Oct 2010 3,246,000 20 Dec 2005 18 Jan 2006 to 0.043 – 19 Feb 2012 1,581,000 20 Dec 2005 18 Jan 2007 to 0.043 – 19 Feb 2012 20,500,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 43,427,000

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Other eligible Participants In aggregates Category of Participant	20,000,000 4,000,000 400,000 400,000 – 24,800,000 48,227,000 Outstanding as at 1 April 2006	– – – – – – – – 2,000,000 – 2,000,000 – 117,850,000 500,000 Number of share options Granted Forfeited during during the period the period	20,000,000 22 Apr 2003 23 Jun 2003 to 0.037 – 22 Jun 2008 4,000,000 27 Sep 2005 26 Oct 2005 to 0.043 – 25 Oct 2010 400,000 20 Dec 2005 18 Jan 2006 to 0.043 – 19 Feb 2012 400,000 20 Dec 2005 18 Jan 2007 to 0.043 – 19 Feb 2012 2,000,000 14 Aug 2006 14 Aug 2006 to 0.038 0.041 13 Aug 2011 26,800,000 165,577,000 Price of Company’s Outstanding Exercise shares at as at Exercise price grant date 31 December Date of grant period of of share of share 2006 of share options share options options *options*** HK$ HK$

Notes to the reconciliation of share options outstanding as at 31 December 2006:

• The number of share options granted exceeded 1% of the total issued share capital of the Company as at the date of grant which was approved by the shareholders of the Company and CCT Telecom at their respective extraordinary general meetings held on 27 July 2006.

• The vesting period of the share options is from the date of the grant until the commencement of the exercise period.

• ** The exercise price of the share options is subject to adjustment in the case of rights or bonus issues, or other similar changes in the Company’s share capital.

• *** The price of the Company’s shares disclosed as at the date of the grant of the share options is the Stock Exchange closing price on the trading day immediately prior to the date of the grant of the options.

As at 31 December 2006, the Company had 165,577,000 share options outstanding under the Scheme. The exercise in full of the remaining share options would, under the present capital structure of the Company, result in the issue of 165,577,000 additional shares of the Company and additional share capital of approximately HK$1,655,770 and share premium of approximately HK$4,631,000 (before the share issue expenses).

At the date of approval of these unaudited consolidated third quarterly results, the Company had 165,577,000 share options outstanding under the Scheme, which represented approximately 17.1% of the Company’s shares in issue as at that date.

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PURCHASE, REDEMPTION OR SALE OF LISTED SHARES OF THE COMPANY

Neither the Company, nor any of its subsidiaries, purchased, redeemed or sold any of the Company’s listed shares during the nine months ended 31 December 2006.

AUDIT COMMITTEE

The Company has established the Audit Committee with specific terms of reference formulated in accordance with the requirements of the GEM Listing Rules. The primary duties of the Audit Committee are to ensure the objectivity and credibility of the Company’s financial reporting and internal control procedures as well as to maintain an appropriate relationship with the external auditors of the Company.

The Audit Committee is mainly responsible for (i) reviewing the Company’s quarterly results, half-yearly results and annual financial statements and making recommendations as to the approval of the Company’s quarterly results, half-yearly results and annual financial statements by the Board; (ii) reviewing and making recommendations to the Board on the appointment, re-appointment and removal of the external auditors and the terms of engagement including the remuneration of the external auditors; (iii) discussing with the external auditors the nature and scope of the audit; (iv) monitoring and assessing the independence and objectivity of the external auditors and the effectiveness of the audit process in accordance with applicable standard; (v) reviewing and monitoring financial reporting and the reporting judgement contained in them; and (vi) reviewing financial and internal controls, accounting policies and practices with management and external auditors of the Company.

During the nine months period ended 31 December 2006, the Audit Committee consisted of three members comprising all the three independent non-executive directors (“INED(s)”). As at 1 April 2006, the three INEDs were Mr. Wu Yao Hua, Terence, Mr. Lau Chi Yiu and Mr. Lau Ho Man, Edward, who resigned on 25 April 2006, and three new INEDs were appointed simultaneously, who also act as the Audit Committee members, namely Mr. Lam Kin Kau, Mark, Mr. Fung Hoi Wing, Henry and Mr. Lau Ho Wai, Lucas. All members of the Audit Committee hold the relevant industry or legal, accounting and financial experience necessary to advise on the Board’s strategies and other related matters. All members of the Audit Committee have complete and unrestricted access to the external auditors and all employees of the Company. The Audit Committee is chaired by an INED who is subject to the rotation each year.

The Audit Committee has reviewed the Group’s unaudited consolidated results for the nine months ended 31 December 2006 and confirmed that the preparation of such complied with applicable accounting principles and practices adopted by the Company, the requirements of the Stock Exchange and adequate disclosures had been made.

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BOARD OF DIRECTORS

As at the date of this announcement, the Directors of the Company are:

Executive Directors:

Mr. Mak Shiu Tong, Clement (Chairman & Chief Executive Officer)

Mr. Tam Ngai Hung, Terry

Ms. Cheng Yuk Ching, Flora

Mr. Yip Kwok Cheung, Danny

Dr. William Donald Putt

Independent Non-Executive Directors:

Mr. Lam Kin Kau, Mark

Mr. Fung Hoi Wing, Henry Mr. Lau Ho Wai, Lucas

By Order of the Board of Tradeeasy Holdings Limited Mak Shiu Tong, Clement Chairman

Hong Kong, 9 February 2007

This announcement will remain on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting and on the website of the Company at www.tradeeasy.com.

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