At the 4th Meeting of the 6th Board of Directors, held on 21 Oct 2008, a proposal to jointly establish Jiangsu Digital Information Industrial Park Development Co., Ltd. (tentative name) was examined and approved.

According to the proposal, the company, Shenzhen Leaguer Venture Capital Co., Ltd., Wuxi Investment Advisory Co., Ltd. and other companies will jointly establish Jiangsu Digital Information Industrial Park Development Co., Ltd. with registered capital of RMB 80 mln. The company will make a contribution of RMB 16 mln in return for a 20% stake and Shenzhen Leaguer Venture Capital will contribute RMB 24 mln in return for a 30% stake.

Shenzhen Leaguer Venture Capital is the company's largest shareholder, holding 37,372,394 shares of the company, equal to a 10.84% stake. Thus the above-mentioned deal constitutes a related-party transaction. The independent directors assert that the project is in compliance with relevant laws and regulations and the Articles of Association.

Shenzhen Leaguer Venture Capital pledges to keep the first five-year cumulative earnings of the joint venture above 40% of its registered capital. If it fails to realize a profit at such a level, Shenzhen Leaguer Venture Capital will either make up the shortfall in investment earnings to the company or acquire the company's stake in the joint venture for RMB 16 mln plus 8% of the annual earnings of the joint venture.

Board of Directors
22 Oct 2008


Source: Securities Times

Date: 23 Oct 2008

CN01/DC/LZ/JE/KM