I. Project Name
Overall Merger of Shaanxi Ruyi Electric Corporation

II. Project Implementation Agency
Shaanxi Ruyi Electric Corporation. Shaanxi Ruyi Electric Corporation is incorporated by No. 762 plant under former Ministry of Electronics of P.R.C and Shaanxi Color Set Plant. It is a size-two large enterprise under Shaanxi Provincial People's Government. The head office is located in Xianyang Electronics Development Zone, which enjoys a favorable geographical position. It is adjacent to Longhai Railway in the north, against Xibao Expressway in the west. It is over 20 km away from Xi’an Xianyang International Airport. The company has sufficient water, electric power, heat, natural gas and terrestrial heat resources.

III. Project Description
Shaanxi Ruyi Electric Corporation is facing the following development opportunities and potential: through the implementation of policy-based bankruptcy over the Corporation, the debts hereby can be disposed properly, and redundant employees can be resettled rationally. During this process, it will sell its effective assets on the whole, thus new owners of the assets will easily bring full play to the brand, and obtain social benefits and shareholders’ economic returns.
Principles for overall transfer:
1. Subject matters that the Corporation proposes to transfer are effective assets, such as its directly owned land (State-allocated), workshop, equipment and office buildings, excluding the debts.
2. The Corporation's wholly-owned subsidiaries and branches also are transferred according to effective assets, excluding the debts.
3. Joint ventures funded or shared by the Corporation, no matter whether we’re the major shareholder, shall be transferred according to net assets.
4. Isolated assets described above shall be disposed by the Corporation after suffering from the policy-based bankruptcy. The Corporation can be merged on the whole or the branches can be merged separately.
Price of overall acquisition: 160 million Yuan
Through its own efforts, Ruyi will, by 2008, form digitalized and informationized technologies and develop broadcasting transmitters, satellite receivers and antennas with annual income of more than 40 million Yuan, intelligent IC card gas meters and power meters with annual income of 20 million Yuan, and transformers with annual income of 30 million Yuan. Furthermore, Ruyi will expand its product scale by 80 million Yuan, and strive to increase the revenues by 200 million Yuan. The annual profits will be about 32 million Yuan, and it is expected to recover the investment in five years.

Contact Person: Chen Yougong and Fan Xiaoying
Telephone: 029-33611082　33611018
Fax: 029-33611066
Address: Mail Box 2, Xianyang City, Shaanxi
Post Code: 712099
E-mail: ruyi@ruyi-cn.com