History

Armarda Group Limited commenced operations in November 2001, when HPC Technology International Limited ("HPC") was established by Mr Terence Luk and Mr Richard Gao to engage in the trading and distribution of IT hardware (equipment/accessories) and software applications to PRC customers in the financial services and telecommunications sectors. From time to time, HPC also provided consultancy services for IT projects in the PRC. Mr Achilles Choi, who is now the Senior Vice-President of our Group, joined HPC in June 2002 and was responsible for the management of its operations.

With the accession of the PRC as a member of the WTO in December 2001 and the prospect of foreign financial institutions becoming players in the banking and financial services industry in the PRC, Mr Terence Luk anticipated the need by domestic banks and financial institutions in the PRC to upgrade their IT infrastructures and core banking systems in order to meet the increased competition by the foreign players. Mr Luk recognised that in order for HPC to meet this demand by domestic banks and financial institutions, skilled and talented personnel would have to be recruited.

With a view to recruiting and retaining the services of suitable personnel, HPC sought an injection of funds from prospective investors. In February 2003, Compelling Vision Management Limited, an investment holding company incorporated in the British Virgin Islands, which was wholly-owned by Mr Terence Luk, acquired the entire issued share capital of HPC from its founding shareholder, Mr Terence Luk. In March 2003, Compelling Vision Management Limited and GC&C injected an aggregate sum of HK$20 million into HPC. They also decided to expand its business to include the provision of business transformation and IT support services in addition to IT consulting services.

In March 2003, Compelling Vision Management Limited transferred its shares in HPC to Compelling Vision, an investment holding company incorporated in the British Virgin Islands, which was 70%-owned by Mr Terence Luk and 30%-owned by Mr Richard Gao.

Following the acquisition of shares in HPC by Compelling Vision and GC&C, HPC changed its name to "Armarda Technology Services Limited". On 17 March 2003, Armarda Technology HK was incorporated to undertake the business operations of Armarda Technology Services Limited, which comprised primarily the provision of services for banking and financial institutions in Hong Kong and Taiwan.

To facilitate the expansion of our business into the PRC, Mr Richard Gao and Mr Wen Feng (who is now the General Manager of our PRC subsidiary, Armarda Zhuhai), established Armarda Zhuhai as a domestic limited company under the laws of the PRC in March 2003. This was to meet the perceived demand by PRC banks and financial institutions for upgrading of their IT infrastructures and banking systems.

In March 2003, Armarda Zhuhai secured contracts to provide IT consulting services and IT support services to Hunan Nengtong Technology Development Co., Ltd.

On 5 May 2003, Armarda Holdings was incorporated under the laws of the British Virgin Islands as an intermediate holding company for the companies which would form the Armarda Group.

On 14 May 2003, Armarda Technology Singapore was incorporated by Armarda Holdings, to serve as the international headquarters for our operations relating to our business transformation services. Armarda Technology Singapore is headquartered in Singapore as a springboard for the expansion of our business transformation services to the Asia-Pacific region.

On 25 June 2003, Armarda Holdings incorporated Armarda International in the British Virgin Islands, as an intellectual property holding company for our Group.

In July 2003, Armarda Zhuhai secured a contract with the Bank of Communications in the PRC, to provide IT consulting services for a sum of approximately RMB 9.7 million.

In July 2003, we also secured a contract to provide business transformation services to The Shanghai Commercial and Savings Bank . This project marked the commencement of our Group's business transformation services.

In October 2003, Armarda Technology HK entered into share transfer agreements with Mr Richard Gao (who is deemed to be a Shareholder of our Company by virtue of his 30.0% interest in our Shareholder, Compelling Vision) and Mr Wen Feng respectively, to acquire the entire equity interest in Armarda Zhuhai. Armarda Zhuhai was converted into a wholly-owned foreign investment enterprise with a registered capital of RMB 20 million on 18 January 2004. An aggregate sum of HK$20 million was injected into Armarda Technology Services, in connection with the acquisition of Armarda Zhuhai in February 2004.