09:07 START TECH<00706> - Announcement (3) Software Company as at 31 December 2003 (prepared in accordance with Hong Kong GAAP) are RMB17,698,000 and RMB39,091,000 respectively. Reasons for the Acquisition The Group is principally engaged in the provision of software development and systems integration services. Upon the completion of the Equity Transfer Agreement, Software Company will become a wholly owned subsidiary of the Group and the operation and management of Software Company will be wholly controlled by the Group. The Directors believe that the management and administration efficiency of Software Company could be enhanced and the reaction time of the management of Software Company to the market changes could also be shortened. Accordingly, the Directors are of the view that the Group's profitability could be enhanced in a long run. CONNECTED AND DISCLOSEABLE TRANSACTION Star Gain is a substantial shareholder of Software Company which is a non-wholly owned subsidiary of the Company. Accordingly, Star Gain is a connected person of the Company. Since each of the profits ratio and the consideration ratio is more than 2.5% but less than 25% (and the other applicable ratios are less than 2.5%) and the total consideration is less than HK$10,000,000, under Rule 14A.32 of the Listing Rules, the Acquisition is only subject to reporting and announcement requirements and is exempt from independent shareholders' approval. Since the consideration ratio is more than 5% but less than 25% while the other applicable ratios are less than 5%, the Acquisition also constitutes a discloseable transaction for the Company. A circular containing further details of the Acquisition will be despatched to the shareholders of the Company as soon as possible. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: "Acquisition" the acquisition of 12.2% interests in Software Company pursuant to the Equity Transfer Agreement "BVI" the British Virgin Islands "Company" Start Technology Company Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange "Directors" the directors of the Company "Equity Transfer the equity transfer agreement dated 17 February 2005 and entered into between Star Gain and Stepping Stones Agreement" in relation to the Acquisition "GAAP" generally accepted accounting principles "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the PRC