UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

x
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2006~~

2007

¨
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

¨
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-51116

HURRAY! HOLDING CO., LTD.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

15/F, Tower B, Gateway Plaza, No.18 Xia Guang Li, East Third Ring,

Chaoyang District, Beijing 100027, People’s Republic of China

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Name of each exchange and Title of each class on which registered:

American Depositary Shares, each representing 100 ordinary shares, par value US$0.00005 per share,

Nasdaq Global Market

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: ~~2,162,031,740~~2,173,784,440 ordinary shares, par value US$0.00005 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso No¨þ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15) (d) of the Securities Exchange Act of 1934. Yeso No¨þ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesxþ Noo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~non-accelerated filer.~~smaller reporting company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated ~~filer~~filer” and ~~large accelerated filer”~~“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Large Accelerated Filer~~ ¨ ~~Accelerated Filer~~ ¨ ~~Non-Accelerated Filer~~ x


Large accelerated filero	Accelerated filero	Non-accelerated filerþ	Smaller reporting companyo
		(Do not check if a smaller reporting company)

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAPþ	International Financial Reporting Standards as issued	Othero
	by the International Accounting Standards Board o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o¨ Item 18x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No¨þ No x

TABLE OF CONTENTS

~~INTRODUCTION~~


INTRODUCTION

PART I

~~Item 1.~~
Item 1. Identity of Directors, Senior Management and Advisers		1
~~Item 2.~~
Item 2. Offer Statistics and Expected Timetable		1
~~Item 3.~~
Item 3. Key Information		1
~~Item 4.~~
Item 4. Information onOn the Company		21
~~Item 4A.~~
Item 4A. Unresolved Staff Comments		37
~~Item 5.~~
Item 5. Operating and Financial Review and Prospects	38	37
~~Item 6.~~
Item 6. Directors, Senior Management and Employees	55	53
~~Item 7.~~
Item 7. Major Shareholders and Related Party Transactions		61

Item 8. Financial Information		63
~~Item 8.~~	~~Financial Information~~		65
Item 9.	The Offer and Listing		65	63
~~Item 10.~~	~~Additional Information~~		66
Item ~~11.~~ 10. Additional Information		64

Item 11. Quantitative and Qualitative Disclosures About Market Risk	74	71
~~Item 12.~~
Item 12. Description of Securities Other than Equity Securities	75	72

~~PART II~~

~~Item 13.~~ PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies	75	72
~~Item 14.~~
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	75	72
~~Item 15.~~
Item 15. Controls and Procedures	75	72
~~Item 16.~~	~~Reserved~~		76
Item ~~16A.~~ 16. Reserved		73

Item 16A. Audit Committee Financial Expert	76	73
~~Item 16B.~~
Item 16B. Code of Ethics	76	73
~~Item 16C.~~
Item 16C. Principal Accountant Fees and Services	76	73
~~Item 16D.~~
Item 16D. Exemptions from the Listing Standards for Audit Committees	77	74
~~Item 16E.~~
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	77	74

~~PART III~~

~~Item 17.~~ PART III	~~Financial Statements~~		77
~~Item 18.~~	~~Financial Statements~~		77
Item ~~19.~~ 17. Financial Statements	~~Exhibits~~	74
	77
Item 18. Financial Statements		74

Item 19. Exhibits		74

Exhibit 4.81
Exhibit 4.82
Exhibit 4.84
Exhibit 4.85
Exhibit 4.86
Exhibit 8.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2
Exhibit 15.1

~~INTRODUCTION~~

INTRODUCTION

Except where the context otherwise requires and for purposes of this annual report on Form 20-F only:

	•		“ADSs” refers to our American depositary shares, each of which represents 100 ordinary shares;

	•		“$,” “US$” and “U.S. dollars” refer to the legal currency of the United States;

	•		“China” and the “PRC” refer to the People’s Republic of China, excluding, for the purposes of this annual report on Form 20-F only, Taiwan and the special administrative regions of Hong Kong and Macau;

	•		“ordinary shares” refers to our ordinary shares, par value US$0.00005 per share;

	•		“RMB” and “Renminbi” refer to the legal currency of China; and

	•		“we,” “us,” “our company” and “our” refer to Hurray! Holding Co., Ltd. and its subsidiaries, affiliates and predecessor entities.

This annual report on Form 20-F includes our audited consolidated financial statements as of December 31, ~~2006~~2007 and ~~2005~~2006 and for the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004.~~

2005.

Forward-Looking Information

This annual report on Form 20-F contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “seeks, “estimates” and similar statements. The accuracy of these statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those risks and uncertainties identified under the section heading “Risk Factors” below.

All forward-looking statements in this Form 20-F are made as of the date of filing hereof, based on information available to us as of that date, and we assume no obligation to update or revise any of these forward-looking statements even if experience or future changes show that the indicated results or events will not be realized.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. Selected Financial Data

The following table presents certain selected consolidated financial information for our business. You should read the following information in conjunction with our audited ~~historical~~ consolidated financial statements, the notes thereto and Item 5 “Operating and Financial Review and Prospects” included elsewhere in this annual ~~report.~~report on Form 20-F. The following data as of December 31, ~~2006~~2007 and ~~2005~~2006 and for the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004~~2005 has been derived from our audited consolidated financial statements for those years and should be read in conjunction with those statements, which are included in this annual report beginning on page F-1. The following data as of December 31, ~~2002 (predecessor)~~2005, 2004 and 2003 and for the years ended December 31, ~~2003~~2004 and ~~December 31, 2002 (predecessor)~~2003 have also been derived from our audited consolidated financial statements for those years, which are not included in this annual ~~report.~~report on Form 20-F. Our audited financial statements for the foregoing periods were prepared in accordance with United States generally accepted accounting principles, or US GAAP.

Our company, Hurray! Holding Co., Ltd. (“Hurray! Holding”), was formed on April 23, 2002. Because Hurray! Holding had not yet entered into definitive agreements with Hurray! Solutions Ltd. (“Hurray! Solutions”) in 2002 and it had limited operations in that year, our 2002 financial statements are presented with Hurray! Solutions as a predecessor entity. For our 2003, 2004, 2005 and 2006 financial statements, Hurray! Holding is treated as a successor entity. Effective January 1 2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective transition method. Under this method, stock-based compensation expense recognized beginning January 1, 2006 includes: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006 based on the fair market value as of the grant date, measured in accordance with Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), and (b) compensation expense for all stock-based compensation awards grant on or subsequent to January 1, 2006, based on grant-date fair value estimated in accordance with the provisions of SFAS 123(R). We recognize stock-based compensation costs over the requisite service period which is generally the vesting period.

For options vested prior to January 1, 2006, we accounted for share-based compensation plans in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, as amended (“APB 25”). Accordingly, we recognized stock-based compensation expense only when options were granted with a discounted exercise price. The stock-based compensation expense was recognized ratably over the requisite service period, which was generally the vesting period of the options. The stock-based compensation expenses prior to and after January 1, 2006 are therefore not comparable. See Item 5 “Operating and Financial Review and Prospects” below.

   As of and for the Year Ended December 31,
   2006 2005 2004 2003 2002
   (Predecessor)
   (in thousands of U.S. dollars, except percentages)
Historical Condensed Consolidated Statement of Operations Data

Revenues:

2G services
   $ 32,571 $ 20,131 $ 14,946 $ 13,471 $ 5,948
2.5G services
   29,941 35,932 28,227 4,289 —
Recorded music
   6,203 —   —   —   —
Software and system integration services
   1,177 6,312 10,267 5,363 4,565

Total revenues
   69,892 62,375 53,440 23,123 10,513

Cost of revenues:

2G services
   24,615 13,714 7,050 4,586 3,363
2.5G services
   16,057 14,921 11,003 2,106 —
Recorded music
   3,553 —   —   —   —
Software and system integration services
   946 1,302 6,277 4,151 4,478

Total cost of revenues
   45,171 29,937 24,330 10,843 7,841

Gross profit
   24,721 32,438 29,110 12,280 2,672
Operating expenses
   21,287 15,818 11,596 7,348 5,156

Income (loss) from operations
   3,434 16,620 17,514 4,932 (2.484 )
Interest income
   2,576 1,428 38 3 —
Interest expense
   (45 ) (27 ) (312 ) (390 ) (357 )
Other income, net
   522 991 —   —   —

Income before income taxes
   6,487 19,012 17,240 4,545 (2,841 )
Income taxes
   (121 ) (393 ) —   —   —

Net income after income taxes before minority interests
   6,366 18,619 17,240 4,545 (2,841 )
Minority interests
   (562 ) —   —   —   —

Net income (loss)
   5,804 18,619 17,240 4,545 (2,841 )
Deemed dividends on Series A convertible preference shares
   —   —   (40 ) (113 ) —

Income (loss) attributable to holders of ordinary shares
   $ 5,804 $ 18,619 $ 17,200 $ 4,432 $ (2,841 )

Income per share, basic
   $ 0.00 $ 0.01 $ 0.01 $ 0.00

Income per share, diluted
   $ 0.00 $ 0.01 $ 0.01 $ 0.00

Shares used in calculating basic income per share
   2,189,748,563 2,092,089,848 1,208,512,142 1,088,810,959

Shares used in calculating diluted income per share
   2,208,758,636 2,129,228,961 1,572,887,775 1,343,606,622

   As of and for the Year Ended December 31,
   2006 2005 2004 2003 2002
   (in thousands of U.S. dollars, except percentages)
Historical Condensed Consolidated Balance Sheet Data

Cash
   $ 74,597 $ 75,959 $ 8,714 $ 11,151 $ 3,493
Restricted cash
   —   —   —   1,510 1,510
Accounts receivable, net
   13,449 18,089 11,883 7,892 2,937
Other current assets
   3,342 2,297 2,133 228 329
Property and equipment, net
   1,954 2,536 2,617 1,897 1,028
Goodwill
   39,621 23,869 20,412 3,950 —
Other assets
   7,027 4,953 705 231 473

Total assets
   $ 139,990 $ 127,703 $ 46,464 $ 26,859 $ 9,770

Current liabilities
   $ 12,960 $ 7,636 $ 8,743 $ 12,165 $ 12,404
Non-current liabilities
   851 843 —   —   —

Total liabilities
   $ 13,811 $ 8,479 $ 8,743 $ 12,165 $ 12,404

Minority interests
   3,359 605 —   —   —
Series A convertible preference shares (nil, nil, 16,924,497, 12,347,966 and nil shares issued and outstanding as of December 31, 2006, 2005, 2004, 2003 and 2002, respectively)
   —   —   17 12 —
Ordinary shares (2,162,031,740, 2,229,754,340, 1,186,672,000, 1,176,000,000, nil and nil shares issued and outstanding as of December 31, 2006, 2005, 2004, 2003 and 2002, respectively)
   108 111 59 59 —
Other shareholders’ equity (deficiency)
   122,712 118,508 37,645 14,623 (2,634 )

Total liabilities, minority interests and shareholders’ equity
   $ 139,990 $ 127,703 $ 46,464 $ 26,859 $ 9,770

Other Historical Condensed Consolidated Financial Data:

Gross profit margin

2G services
   24.4 % 31.9 % 52.8 % 66.0 % 43.5 %
2.5G services
   46.4 58.5 61.0 50.9 —
Recorded music
   42.7 —   —   —   —
Software and system integration services
   19.6 79.4 38.9 22.6 1.9
Total gross profit margin
   35.4 52.0 54.5 53.1 25.4
Income (loss) from operations
   4.9 26.6 32.8 21.3 (23.6 )
Net profit (loss) margin
   8.3 29.8 32.3 19.7 (27.0 )
Depreciation
   $ 1,580 $ 1,461 $ 1,335 $ 858 $ 652
Amortization
   1,901 478 651 276 142
Capital expenditure
   957 1,289 1,871 1,388 441

As of and for the Year Ended December 31,
2007 2006 2005⁽¹⁾ 2004⁽¹⁾ 2003⁽¹⁾
(in thousands of U.S. dollars, except percentages)
Historical Condensed Consolidated Statement of Operations Data

Revenues:
Wireless value-added services $ 50,038 $ 62,512 $ 56,063 $ 43,173 $ 17,760
Recorded music 10,489 6,203 — — —

Total revenues 60,527 68,715 56,063 43,173 17,760

Cost of revenues:
Wireless value-added services 36,394 40,672 28,635 18,053 6,692
Recorded music 6,233 3,553 — — —

Total cost of revenues 42,627 44,225 28,635 18,053 6,692

Gross profit 17,900 24,490 27,428 25,120 11,068
Operating expenses 61,462 19,882 14,277 10,436 7,338

(Loss) income from continuing operations (43,562 ) 4,608 13,151 14,684 3,730
Interest income 2,313 2,529 1,390 28 1
Interest expense (179 ) (45 ) (27 ) (312 ) (390 )
Other income, net 466 315 330 — —

(Loss) income before provision for income taxes, earnings in equity investments, gain from disposal of subsidiary, minority interest and discontinued operations (40,962 ) 7,407 14,844 14,400 3,341
Income taxes (credit) expense (182 ) 205 (323 ) — —

Net (loss) income from continuing operations after income taxes before minority interests (40,780 ) 7,202 14,521 14,400 3,341
Equity in losses of affiliate (63 ) — — — —
Minority interests (688 ) (562 ) — — —

Net (loss) income from continuing operations (41,531 ) 6,640 14,521 14,400 3,341

Discontinued operations:
Net ((loss) income from discontinued operations, net of tax (612 ) (836 ) 4,098 2,840 1,204
Gain from disposal of subsidiary 193 — — — —

Net (loss) income from discontinued operations, net of tax (419 ) (836 ) 4,098 2,840 1,204

Net (loss) income (41,950 ) 5,804 18,619 17,240 4,545
Deemed dividends on Series A convertible preference shares — — — (40 ) (113 )

Net (Loss) income attributable to holders of ordinary shares $ (41,950 ) $ 5,804 $ 18,619 $ 17,200 $ 4,432

Net (Loss) income per share, basic $ (0.02 ) $ 0.00 $ 0.01 $ 0.01 $ 0.00

Net (Loss) income per share, diluted $ (0.02 ) $ 0.00 $ 0.01 $ 0.01 $ 0.00

Shares used in calculating basic (loss) income per share 2,172,208,190 2,189,748,563 2,092,089,848 1,208,512,142 1,088,810,959

Shares used in calculating diluted (loss) income per share 2,172,208,190 2,208,758,636 2,129,228,961 1,572,887,775 1,343,606,622


(1)		The amounts of share-based compensation included in operating expenses for 2006 and 2007 reflect the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” effective January 1, 2006. Had we applied the fair value recognition provisions of SFAS No. 123, “Stock-Based Compensation,” in prior periods, we would have reported net income of $4,318 thousands, $16,511 thousands and $17,007 thousands for 2003, 2004 and 2005, respectively, and net income per share (diluted) of $0.00, $0.01 and $0.01 for 2003, 2004, and 2005, respectively.

As of and for the Year Ended December 31,
2007 2006 2005 2004 2003
(in thousands of U.S. dollars, except percentages)
Historical Condensed Consolidated Balance Sheet Data

Cash $ 65,979 $ 74,597 $ 75,959 $ 8,714 $ 11,151
Restricted cash — — — — 1,510
Accounts receivable, net 14,691 13,449 18,089 11,883 7,892
Other current assets 8,777 3,342 2,297 2,133 228
Property and equipment, net 1,636 1,954 2,536 2,617 1,897
Goodwill 5,621 39,621 23,869 20,412 3,950
Other assets 8,890 7,027 4,953 705 231

Total assets $ 105,594 $ 139,990 $ 127,703 $ 46,464 $ 26,859

Current liabilities $ 14,467 $ 12,960 $ 7,636 $ 8,743 $ 12,165
Non-current liabilities 877 851 843 — —

Total liabilities $ 15,344 $ 13,811 $ 8,479 $ 8,743 $ 12,165

Minority interests 4,667 3,359 605 — —
Series A convertible preference shares (16,924,497 and 12,347,966 shares issued and outstanding as of December 31, 2004 and 2003, respectively) — — — 17 12
Ordinary shares (2,173,784,440, 2,162,031,740, 2,229,754,340, shares issued and outstanding as of December 31, 2007, 2006 and 2005, respectively) 109 108 111 59 59
Other shareholders’ equity 85,474 122,712 118,508 37,645 14,623

Total liabilities, minority interests and shareholders’ equity $ 105,594 $ 139,990 $ 127,703 $ 46,464 $ 26,859

Other Historical Condensed Consolidated Financial Data:

Gross profit margin
Wireless value-added services 27.3 % 34.9 % 48.9 % 58.2 % 62.3 %
Recorded music 40.6 42.7 — — —
Total gross profit margin 29.6 35.6 48.9 58.2 62.3
(Loss) income from continuing operations margin⁽¹⁾
(72.0 ) 6.7 23.5 34.0 21.0
Net (loss) income from continuing operations margin⁽¹⁾
(68.6 ) 9.7 25.9 33.4 18.8
Net (loss) income margin⁽¹⁾
(69.3 ) 8.4 33.2 39.9 25.6
Depreciation 1,269 1,580 1,461 1,335 858
Amortization 2,375 1,901 478 651 276
Capital expenditure 864 957 1,289 1,871 1,388


(1)		(Loss) income from continuing operations margin, net (loss) income from continuing operations margin and net (loss) income margin are the (loss) income from continuing operations, net (loss) income from continuing operations and net (loss) income as a percentage of our total revenues.

Exchange Rate Information

We present our historical consolidated financial statements in U.S. dollars. In addition, certain pricing information is presented in U.S. dollars and certain contractual amounts that are in Renminbi include a U.S. dollar equivalent solely for the convenience of the reader. Except as otherwise specified, this pricing information and these contractual amounts are translated at ~~RMB7.8087~~RMB 7.2946 = US$1.00, the prevailing rate on December 31, ~~2006.~~2007. The translations are not a representation that the Renminbi amounts could actually be converted to U.S. dollars at this rate. For a discussion of the exchange rates used for the presentation of our financial statements, see note 2(l) to our audited ~~historical~~ consolidated financial statements.
On July 21, 2005, the PRC government changed its policy of pegging the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies.
Although Chinese governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or security, requires the approval of the State Administration for Foreign Exchange and other relevant authorities.

The noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York was ~~RMB7.6666~~RMB 6.9400 = US$1.00 on ~~June 8, 2007.~~May 30, 2008. The following table sets forth ~~for~~ the ~~period indicated, information concerning the number of Renminbi for which one U.S. dollar could be exchanged based on the~~high and low noon buying ~~rate~~rates for cable transfers inbetween Renminbi and U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New ~~York.~~

   Noon Buying Rate
RMB per US$1.00
   High    Low
December 2006
   7.8350    7.8041
January 2007
   7.8127    7.7705
February 2007
   7.7632    7.7410
March 2007
   7.7454    7.7232
April 2007
   7.7345    7.7090
May 2007
   7.7065    7.6463
June 2007 (as of June 8)
   7.6666    7.6377
York for each of periods indicated below.

Noon Buying Rate
RMB per US$1.00
High Low
December 2007 7.4120 7.2946
January 2008 7.2946 7.1818
February 2008 7.1973 7.1100
March 2008 7.1110 7.0105
April 2008 7.0185 6.9840
May 2008 7.0000 6.9377

The following table sets forth the average noon buying rates for cable transfers between Renminbi and U.S. ~~dollars~~dollar as certified for customs purposes by the Federal Reserve Bank of New York for each of ~~2002,~~ 2003, 2004, 2005, 2006 and ~~2006,~~2007, calculated by averaging the noon buying rates on the last day of each month during the relevant year.

   Average Noon Buying Rate
RMB per US$1.00
2002
   8.2772
2003
   8.2771
2004
   8.2768
2005
   8.1826
2006
   7.9579

Average Noon Buying Rate
RMB per US$1.00
2003 8.2771
2004 8.2768
2005 8.1826
2006 7.9579
2007 7.5806
2008 (through May 30) 7.0464

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

D. Risk Factors

RISKS RELATED TO OUR COMPANY

Risks Related to Our ~~wireless value-added~~Wireless Value-added Services

We depend on China Mobile, China Unicom and China ~~Unicom,~~Telecom, three of the ~~two principal mobile~~four major telecommunications network operators in China, for the major portion of our revenue, and any loss or deterioration of our relationship with China Mobile, China Unicom and China ~~Unicom~~Telecom, due to expected government imposed restructurings or otherwise, may result in severe disruptions to our business operations and the loss of a major portion of our revenue.

We offer our services over mobile networks to consumers through the two principal ~~mobile~~telecom operators in China, China Mobile Communications Corporation, or China Mobile, and China United Telecommunications Corporation, or China ~~Unicom, which~~Unicom. These principal operators service the major portion of China’s approximately ~~461~~547 million mobile phone subscribers as of December 31, ~~2006.~~2007, according to a December 2007 Report issued by China’s Ministry of Information Industry, or the MII. To a ~~much~~ lesser extent, we also offer our services to consumers through China Telecommunications Corporation, or China Telecom, and China Network Communications Corporation, or China ~~Netcom, and China Telecommunications Corporation, or China Telecom. These companies are owned by the Chinese government and have publicly listed subsidiaries.~~Netcom. Our agreements with these operators and their provincial affiliates are non-exclusive, and have a limited term (generally one year for China Mobile and one or two years for China Unicom). We usually renew these agreements or enter into new ones when the prior agreements expire, but on occasion the renewal or new agreements can be delayed by periods of one month or more.

If ~~either~~any of China Mobile, China Unicom or China ~~Unicom~~Telecom ceases to continue to cooperate with us, it would be impossible to find appropriate replacement ~~mobile~~telecom operators with the requisite licenses and permits, infrastructure and customer base to offer our wireless value-added ~~services.~~services (“WVAS”). We derived approximately ~~59%~~60% of our combined ~~2G and 2.5G services~~WVAS revenue from China Mobile, ~~34%~~26% from China Unicom, 6%10% from China Telecom and 1% from China Netcom in ~~2006.~~ 2007.

In addition, the Chinese government has extensive involvement in determining the structure of the telecommunications industry in China. During the development of this industry, changes in government policy have resulted in major restructurings of the telecommunications operators, including the establishment of new operators and the combination of all or part of existing operators. In an effort to promote greater competition among the telecommunications operators and foster the development of 3G mobile networks, on May 24, 2008, the MII, the PRC National Development and Reform Commission, or the NDRC, and the PRC Ministry of Finance jointly issued the Notice on Strengthening the Reform of Telecommunications Systems or the Telecom Notice, which aims to consolidate China’s currently existing telecommunication operators into three new telecommunications operators that can offer both mobile and fixed-line services. Under the Telecom Notice, China Mobile is expected to merge with China Railway Communication Co., Ltd., which operates a national fixed-line network, China Telecom is expected to acquire the Code Division Multiple Access (CDMA) wireless business and network from China Unicom, and China Unicom, which operates a Global System for Mobile communications (GSM) network and business, is expected to merge with China Netcom, which is principally a fixed-line operator. Once the consolidations are completed, the PRC government is expected to issue 3G licenses to such operators. We are currently assessing the potential impact of such expected consolidations on our business.

Any significant restructuring of any segment of the telecommunications industry in China, including in particular China Mobile, China Unicom, China Telecom or China Netcom (which are collectively referred to hereinafter in this annual report on Form 20-F as the “telecom operators”) or any other ~~mobile~~telecom operators in China and the potential combination of the mobile operations of various ~~mobile~~telecom operators in China, could significantly affect our relationships with these ~~relationships,~~telecom operators, our operations and our revenues.
Due to our reliance on China Mobile, China Telecom and China Unicom for our ~~wireless value-added services,~~WVAS, any loss or deterioration of our relationship with them, due to their own business decisions or government-imposed restructurings, may result in severe disruptions to our business operations and the loss of a major portion of our revenue.

The termination or alteration of our various agreements with China Mobile, China Unicom, China Telecom and their provincial affiliates would materially and adversely impact our revenue and profitability.

Given the dominant market position of China Mobile, China Unicom and China ~~Unicom,~~Telecom, our leverage with these ~~mobile~~telecom operators is limited in terms of negotiating agreements, resolving disputes or otherwise. In particular, our agreements with them can be terminated in advance, penalties may be imposed or other parts of our services may be suspended or terminated, and approval for our new services may be delayed for a variety of reasons which vary among the individual agreements with the ~~mobile~~telecom operators, including, for example, where we breach our obligations under the agreements, a high number of customer complaints are made about our services or we cannot satisfy the operational or financial performance criteria established by the applicable mobile operator.

We may also be compelled to alter our agreements with these ~~mobile~~telecom operators in ways which adversely affect our business, such as by limiting the services we can offer or imposing other changes that limit the revenue we can derive from such agreements. In ~~certain provinces,~~2006, China Unicom ~~recently~~ entered into new contracts in certain provinces with service providers in which it changed the share percentages it retained for customer payments. For example, where ~~in the past~~prior to 2006, service providers would receive ~~85%~~70% of a payment from a customer purchase and China Unicom would retain ~~15%~~30%, China Unicom ~~has~~ changed the share percentage of customer payments that service providers may retain to ~~70%.~~40% in 2006. We may not be able to adequately respond to any such changes because we are not able to predict if the ~~mobile~~telecom operators will unilaterally amend our contracts with them.

Unilateral changes in the policies of the MII, China Mobile, China Unicom, and China ~~Unicom~~Telecom and in their enforcement of their policies have resulted in service suspensions and our having to pay additional charges to the ~~mobile~~telecom operators, and further changes could materially and adversely impact our revenue and profitability in the future.

The MII, China Mobile, China Unicom and China ~~Unicom~~Telecom have a wide range of policies and procedures regarding customer service, quality control and other aspects of the ~~wireless value-added services~~WVAS industry. As the industry has evolved over the last several years, the ~~mobile~~telecom operators have refined these policies to improve overall service quality and increase customer satisfaction. For example, in July 2006, China Mobile introduced new policies which require extended free trial periods for ~~wireless value-added services,~~WVAS, new billing reminders for new and existing monthly subscribers and positive user confirmations for conversion of per-message subscriptions to monthly subscriptions. ~~These~~Subsequently, in May 2007, China Mobile began the operational practice of displaying service fee reminders and seeking express confirmation prior to processing the wireless application protocol (“WAP”) page download requests of mobile phone users. China Mobile also began the practice of only including links to its own WVAS offerings on the embedded menus of certain mobile handsets with customized software for China Mobile users. In the past, such embedded menus featured links to all popular products on China Mobile’s networks, including our products.

In August 2007, MII introduced new policies ~~negatively affected our results~~regarding WVAS that mobile phone users subscribe to on a free trial basis. Service providers are now required to notify such mobile phone users once the free trial period ends and must obtain confirmation from them prior to charging them for continued subscription to the services. Upon obtaining such confirmation, service providers are then required to notify mobile phone users of ~~operations in~~ the ~~second half of 2006.~~ exact pricing for such service and send billing reminders to them.

In addition, in the last several years, acting under the guidance of ~~China’s Ministry of Information Industry, or~~ the MII, the ~~mobile~~telecom operators have begun enforcing their customer service policies more rigorously than in the past and have initiated steps to improve customer service. This rigorous enforcement has resulted in a number of severe penalties being imposed on us and other participants in the market. Penalties have included precluding service providers from offering certain services over a mobile operator’s network or from offering new services for a fixed period.

These new policies and practices negatively affected our results of operations in the second half of 2006 and in 2007 and caused us to record impairment charges of $38.8 million in respect of our goodwill and $2.5 million in respect of our long-lived assets in 2007. We may not be able to adequately respond to these or other developments in mobile operator policies, or changes in the manner in which such policies are enforced. Furthermore, because the ~~mobile~~telecom operators’ policies are in a state of flux at this time and they are highly sensitive to customer complaints (even if the complaints ~~may not~~ have ~~a bona fide basis)~~no merit), we cannot be certain that our business activities will always be deemed in compliance with those policies despite our efforts to so comply. Accordingly, we may be subject to monetary penalties or service suspensions or both, even for conduct which we believed to be permissible. In January 2006, China Mobile downgraded all of the Wireless Application Protocol (WAP) services of Beijing Enterprise Network Technology Co., Ltd. (“Beijing Network”), one of our affiliated Chinese entities, to the bottom of its WAP menu and temporarily suspended the approval of all of its new services due to improper promotion of one of its WAP services. In addition, Hurray! Solutions, another of our affiliated Chinese entities, was charged a fine of approximately RMB5.7 million ($0.7 million) by China Unicom for improper delivery of one of its Short Messaging Services (SMS) services to users. Finally in April 2006, China Unicom imposed a fine of RMB3.0 million ($0.4 million) on our affiliated Chinese entity, Beijing Hutong Wuxian Technology Co., Ltd. (“Beijing Hutong”), for violating a China Unicom billing policy by one of its WAP services. The WAP service was also suspended. Any future noncompliance with the ~~mobile~~telecom operators’ policies by us, whether inadvertent or not, could result in a material and adverse effect on our revenue and profitability.
In addition, China Mobile has implemented a new “double confirmation” policy which requires consumers to confirm their purchases of value-added services by replying to a message from the operator. Without confirmation, the service will not work and we cannot receive payment. This new policy adversely affects our sales of such services.

Our 2.5G revenues were negatively affected in ~~2006~~2007 by the slow growth of China Unicom’s WAP business. If this trend continues or the ~~mobile~~telecom operators in China experience slow or negative growth in their ~~wireless value-added services~~WVAS user base, our revenue and profitability could be materially and adversely affected.

Revenues from 2.5G value-added services declined from ~~$35.9 million for fiscal year 2005 to~~ $29.9 million for fiscal year 2006 to $15.4 million for fiscal year 2007, representing a decline of ~~16.7%~~48.5%. Our 2.5G value-added services have not grown in part because of China Unicom’s decision to delay expanding capacity or building out 2.5G mobile networks into ~~2007~~2008 pending anticipated receipt of 3G licenses. If this market does not grow and evolve in the manner or in the timeframe that we anticipate, we may not be able to generate significant sustainable revenues from our 2.5G business. ~~Such delay has negatively affected revenue from our VASPro Software as noted under “Risks Related to our Software Products.”~~

The Chinese government, China Mobile, China Unicom or China ~~Unicom~~Telecom may prevent us from distributing, and we may be subject to liability for, content that any of them believe is inappropriate.

China has enacted regulations governing telecommunication service providers, Internet access and the distribution of news and other information. In the past, the Chinese government has stopped the distribution of information over the Internet that it believes to violate Chinese law, including content that is pornographic or obscene, incites violence, endangers national security, is contrary to the national interest or is defamatory.

China Mobile, China Unicom and China ~~Unicom~~Telecom also have their own policies regarding the distribution of inappropriate content by wireless value-added service providers and have punished certain providers for distributing inappropriate content through the imposition of fines and service suspensions. Some of those providers indicated that the ~~mobile~~telecom operators informed them that certain of their content ~~was~~were construed as too adult-oriented or sexually suggestive. In addition, in June 2004, along with other participants in our industry, we received information and guidance from China Mobile and China Unicom regarding what they consider to be inappropriate content for ~~wireless value-added services.~~WVAS. In response, we reviewed our services and removed certain interactive voice response ~~or Interactive Voice Response (IVR),~~(“IVR”) and picture downloads in order to comply with such information and guidance. There can be no assurance that we will not receive future guidance that could compel us to further alter our services.

The appropriateness or inappropriateness of WAP and IVR content is a relatively new concept in China. Most importantly, the determination that content is deemed to be inappropriate is inherently subjective, and is subject to the interpretation of the governmental authorities and ~~mobile~~telecom operators in China. Their standards are generally more restrictive than those applied in many other countries like the United States. Accordingly, while we intend to comply with all applicable rules regarding wireless content, it may be very difficult for us to assess whether any particular content we offer that could be construed by the ~~mobile~~telecom operators as inappropriate under current regulations in China. Any penalties imposed on us by the ~~mobile~~telecom operators for the content of our services could result in a material and adverse effect on our revenue, profitability and reputation.

China Mobile and China Unicom may impose higher service or network fees on us for their own business purposes or if we are unable to satisfy customer usage and other performance criteria, which could reduce our gross margins.

Fees for our ~~wireless value-added services~~WVAS are charged on a monthly subscription or per-use basis. As provided in our network service agreements, we rely on China Mobile and China Unicom for both billing of and collection from, mobile phone users of fees for our services. As noted above under “— The termination or alteration of our various agreements with China Mobile, China Unicom and their provincial affiliates would materially and adversely impact our revenue and profitability,” our negotiating leverage with the ~~mobile~~telecom operators is limited. As a result, the ~~mobile~~telecom operators could unilaterally for their own business purposes amend our agreements with them to increase the service or network fees that they retain from the revenues generated by our ~~wireless value-added services.~~
WVAS.

In addition, under these agreements, these service fees in some cases rise if we fail to meet certain customer usage, revenues and other performance criteria. Moreover, for 2G services, to the extent that the number of messages sent by us over China Mobile’s and China Unicom’s network exceeds the number of messages our customers send to us, we must pay per message network fees, which decrease in several provinces as the volume of customer usage of our services increases. The number of messages sent by us will exceed those sent by our users, for example, if a user sends us a single message to order a game but we in turn must send that user several messages to confirm his or her order and deliver the game itself. We cannot be certain that we will be able to satisfy any performance criteria in the future or that the ~~mobile~~telecom operators will keep the criteria at their current levels. Any increase in China Mobile’s or China Unicom’s service or network fees could reduce our gross margins.

If either China Mobile or China Unicom change their practices with regard to how service selections appear on their WAP portals, the revenue from our services, and thus our overall financial condition, could be materially and adversely affected.

The current practice of both China Mobile and China Unicom is generally to place the most popular WAP services at the top of the menu on the first page of the list of services available in each service category on their WAP portals. Services at the top of the menu are more accessible to users than other services and, in our experience, are more frequently accessed than those services lower on the menu. This effectively reinforces the position of the most popular services. The placement of services on these menus creates significant competitive advantages for the top-ranked services and significant challenges for newer and less popular services. We believe that our prominent position on the WAP portals of the two principal ~~mobile~~telecom operators in China historically helped us maintain our position in the ~~market.If~~market. If either China Mobile or China Unicom changes its current practices so that the most popular services are not those that are the most accessible to customers, restricts the number or type of services a service provider is permitted to place on service menus or adopts new interface technologies that eliminate the current service menus, our services could become more difficult
for users to access and could, therefore, become less popular. In addition, as discussed below under the heading “— ~~Unilateral changes in the policies of~~Our revenue from WVAS may be adversely affected by China Unicom or China Mobile providing their own full portfolio of 2G and ~~China Unicom and in their enforcement of their policies have resulted in service suspensions and~~2.5G services that compete with our ~~having to pay additional charges to the mobile operators, and further changes could materially and adversely impact our revenue and profitability in the future,~~services,” China Mobile ~~downgraded~~also began the ~~WAP services~~practice of ~~Beijing Network~~only including links to its own WVAS offerings on the ~~bottom in its WAP menu in January 2006~~embedded menus of mobile handsets with customized software for ~~improper promotion of its WAP services.~~China Mobile users while excluding links to products from third party WVAS service providers such as our company. Such ~~downgrade or any of the foregoing~~practice has adversely affected our revenues. If additional similar changes ifoccur, they ~~occur,~~ will likely materially and adversely affect the revenue from our services, and thus our overall financial condition.

Our revenue from ~~wireless value-added services~~WVAS may be adversely affected by China Unicom or China Mobile providing their own full portfolio of 2G and 2.5G services that compete with our services.

In 2006, China Mobile began operating its own music WAP portal and procuring music content from music companies directly. Our revenues as a service provider have been adversely affected by this development, although some of this effect has been mitigated by China Mobile procuring music content from our affiliated music companies. China Mobile also began the practice of only including links to its own WVAS offerings on the embedded menus of mobile handsets with customized software for China Mobile users while excluding links to products from third party WVAS service providers like us. Such practice has adversely affected our revenues. Our business would likely be adversely affected if China Unicom or China Mobile or both decide to provide additional 2G and 2.5G services to mobile phone users, which compete with our services. In that case, we would not only face enhanced competition, but could be partially or completely denied access to the networks of these ~~mobile~~telecom operators which would adversely affect our revenue from ~~wireless value-added services.~~WVAS.

The popularity of our 2G and 2.5G services, and therefore revenues from these services and our profitability, would be adversely affected if our competitors offer more attractive and engaging services or our services are rendered obsolete by the introduction of newer technologies such as 3G.

The ~~wireless value-added services~~WVAS market is highly competitive, and our competitors may offer new or different services, which are more popular than our 2G and 2.5G services. Moreover, our services could be rendered obsolete by the introduction of newer technologies such as 3G mobile networks. The PRC government has not as yet granted any licenses for 3G mobile networks to any ~~mobile~~telecom operators, and it is not clear when such licenses will be granted. Although we are planning to transition our 2.5G services to 3G services when 3G licenses are awarded and 3G mobile networks are launched, it is difficult to predict the development of new mobile technologies or the types of services that will be popular on any new mobile networks. Accordingly, we cannot be certain whether any services we offer which are compatible with such new technologies will be successful.

China Mobile and China Unicom allow us to offer our services over their networks only if we achieve minimum customer usage, revenues and other criteria, and our revenues from 2.5G services depend in particular on our ability to meet those criteria to keep our services among the most popular offered through the ~~mobile~~telecom operators.

If we fail to achieve minimum customer usage, revenues and other criteria imposed by China Mobile or China Unicom at its discretion from time to time, our services could be excluded from the applicable mobile operator’s entire network at a provincial or national level, or we could be prevented from introducing new services. In addition, we believe that the success of our 2.5G services depends significantly on whether our services appear at the top of the menu on the first page of the list of services available in each service category on the ~~mobile~~telecom operators’ WAP portals. The ranking of services on these WAP page menus depends on the satisfaction of performance criteria established by the ~~mobile~~telecom operators from time to time. If we are excluded from any mobile operator’s network or are not able to keep our 2.5G services at the top of the service lists on any mobile operator’s WAP pages due to performance problems, our ~~wireless value-added services~~WVAS revenue would be substantially reduced, which would materially and adversely affect our overall financial condition and the market price of our ADSs.

We must rely on China Mobile and China Unicom to maintain accurate records of fees paid by users of our services, deduct service and network fees due to them and pay us fees due to us. Errors in record-keeping by the ~~mobile~~telecom operators could adversely affect our profitability and the market price of our ADSs.

We must rely on China Mobile and China Unicom to maintain accurate records of the fees paid by users and deduct the service and network fees due to them under our network service agreements. Specifically, the ~~mobile~~telecom operators provide us with monthly statements for our 2G services that do not provide itemized information regarding amounts paid for each of our services or calculations of the service and network fees. As a result, monthly statements that we have received from the ~~mobile~~telecom operators for our 2G services cannot be reconciled to our own internal records for the reasons discussed under “— China Mobile and China Unicom do not supply us with detailed information on billing and transmission failures, revenues, service or network fees or other charges, particularly with respect to our 2G services, and accordingly, it is difficult to analyze the factors affecting our financial performance.” In addition, we have only limited means to independently verify the information provided to us with respect to such 2G services because we do not have access to the ~~mobile~~telecom operators’ internal records. Rather, we can only seek consultations with the ~~mobile~~telecom operators to discuss the reasons for any discrepancies.

With respect to our 2.5G services, the ~~mobile~~telecom operators allow us limited access to their transmission and billing system information to monitor if our services are actually delivered and paid for, which information we then reconcile to our own internal
records. In addition, the ~~mobile~~telecom operators in general provide us with monthly statements within two to three weeks after month end. To date, discrepancies between our internal records and the ~~mobile~~telecom operators’ confirmations ~~has~~have been insignificant. Nonetheless, we are still ultimately dependent on the ability of the ~~mobile~~telecom operators’ systems to accurately collect and analyze the relevant transmission and payment data regarding our services.

Because of the dominant market position of these ~~mobile~~telecom operators, we have limited leverage in challenging any discrepancies between their monthly statements and 2.5G system information, on the one hand, and our own records, on the other hand. Our profitability and the market price of our ADSs could be adversely affected if these ~~mobile~~telecom operators miscalculate the revenues generated from our services and our portion of those revenues.

Our dependence on the billing records of China Mobile and China Unicom may adversely affect our ability to record, process, summarize and report revenue and other information regarding our ~~wireless value-added services.~~WVAS. Any inaccuracies in our records and public reports could adversely affect our ability to effectively manage our business and the market price of our ADSs.

We maintain controls and procedures to ensure that financial and non-financial information regarding our business is recorded, processed, summarized and reported in a timely and accurate manner. However, as noted in the prior risk factor, we depend on the billing records of China Mobile and China Unicom and have only limited means to independently verify information provided by them. If the information they provide us is incorrect or incomplete, then our own internal records will also be incorrect or incomplete. Our business could be adversely affected if our management and board of directors make decisions based on deficient internal information, such as strategic initiatives involving new ~~wireless value-added services.~~WVAS. Moreover, it is possible that, if information provided to us by the ~~mobile~~telecom operators were not correct or complete, our public reports could also be deficient, which could adversely affect the market price of our ADSs.

We recognize revenue for a portion of our 2G services on an accrual basis, based on an internal estimation process which involves the use of estimates of monthly revenues to the extent we are unable to obtain actual figures from the ~~mobile~~telecom operators before we finalize our financial statements, which could in turn require us to make adjustments to our financial statements.

Our financial statements through December 31, 2003 reflected our actual revenues as they appear on the ~~mobile~~telecom operators’ statements. However, starting from 2004, we recognized revenue for a portion of our 2G services (as well as for a smaller portion of our 2.5G services) on an accrual basis and plan to do so in the future as necessary in order to report our quarterly earnings on a timely basis. This involves the use of estimates of monthly revenues based on our internal records for the month and prior monthly confirmation rates with the ~~mobile~~telecom operators in prior months if we are unable to obtain actual figures from the ~~mobile~~telecom operators before we finalize our financial statements. We expect the effect of these estimates on our financial results will be more significant on our quarterly results of operations than on our annual results, as we are less likely to receive confirmation on all of our 2G revenues before we disclose our quarterly results. To the extent that our revenues have not been confirmed by the ~~mobile~~telecom operators for any reporting period, we will need to adjust our revenues in the subsequent periods in which these revenues are confirmed. Actual revenues may differ from prior estimates when unexpected variations in billing and transmission failures occur. Recognizing revenues on an accrual basis could potentially require us to later make adjustments to our financial statements if the ~~mobile~~telecom operators’ billing statements and cash payments are different from our estimates, which could adversely affect our reputation and the market price of our ADSs.

Our revenues and cost of revenues for 2G services, and to a lesser degree 2.5G services, are affected by billing and transmission failures and other discrepancies which are often beyond our control.

We do not collect fees for our services from China Mobile and China Unicom in a number of circumstances, including if:

the delivery of our service to a customer is prevented because his or her phone is turned off for an extended period of time, the customer’s prepaid phone card has run out of value or the customer has ceased to be a customer of the applicable mobile operator;

China Unicom or China Mobile experiences technical problems with its network, which prevent the delivery of our services to the customer;

we experience technical problems with our technology platform that prevents delivery of our services; or

the customer refuses to pay for our services due to quality or other problems.

These situations are known in the industry as billing and transmission failures, and we do not recognize any revenues for services which are characterized as billing and transmission failures. Billing and transmission failures therefore significantly lower the revenues we record. The failure rate for 2G services can vary among the ~~mobile~~telecom operators, and by province, and also has fluctuated significantly in the past, ranging on a monthly basis from ~~0.5%~~0.0% to ~~9.1%~~9.8% of the total billable messages which are reflected in our internal records during ~~2006.~~
2007.

Although we do not experience the same type of billing and transmission failures for our 2.5G services as we do for our 2G services, we do experience a discrepancy between the revenues recorded by our internal system and the revenues confirmed by the ~~mobile~~telecom operators. This difference has historically averaged approximately 2% per month and relates to services that are provided but are not billed to the user for a variety of reasons associated with the manner in which the ~~mobile~~telecom operators register new users and manage their internal billing reconciliation process.

We are also required to pay some of our content providers a percentage of the revenues received from or confirmed by the ~~mobile~~telecom operators with respect to services incorporating the content providers’ products. In calculating the fees payable to these providers, we make estimates to take into account billing and transmission failures, which may have been applicable to the services incorporating the providers’ products, and reduce the fees payable by us accordingly. Nonetheless, as estimates involve making assumptions which may prove inaccurate, we have in the past paid, and may continue to pay, such providers fees which are disproportionate to what we have been paid for the relevant service. Our costs of services, gross margins and profitability could be adversely affected if, due to problems in estimating billing and transmission failures, we overpay service providers on a consistent and continuous basis.

China Mobile and China Unicom do not supply us with detailed information on billing and transmission failures, revenues, service and network fees or other charges, particularly with respect to our 2G services, and accordingly it is difficult to analyze the factors affecting our financial performance.

China Unicom’s and China Mobile’s monthly statements to service providers, including our company, regarding the services provided through their networks currently do not contain information about billing and transmission failures, revenues, service and network fees or other charges or detailed information on a service-by-service basis, particularly with respect to our 2G services. While the ~~mobile~~telecom operators allow third party service providers such as our company to have access to their 2.5G transmission and billing systems, such access is limited and does not offer complete information on all fee calculations and other charges. Moreover, China Mobile and China Unicom have from time to time imposed penalty charges and service suspensions on us when they believe we have contravened their customer service policies. The information provided by the ~~mobile~~telecom operators does not, however, identify exactly which services caused the problem or the time period in which they occurred.

As a result of the foregoing, we are unable to effectively analyze the factors that affect our financial performance and can only estimate our revenues and cost of revenues by service type. We are also unable to confirm which of our 2G services were transmitted but resulted in billing and transmission failures. As a result, with respect to specific services, we are not able to definitively calculate and monitor revenues, margin and other financial information, such as average revenues per-user by service and total revenues per-user by service, and also cannot definitively determine which of these services are or may be profitable. Moreover, we do not know what adjustments, if any, should be made with respect to specific services to avoid inadvertent violations of the ~~mobile~~telecom operators’ customer service policies.

The services we offer and the prices we charge are subject to approval by China Mobile and China Unicom, and if requested approvals are not granted in a timely manner or approved services are suspended or terminated, our competitive position, revenue and profitability could be adversely affected.

We must obtain approval from China Mobile and China Unicom with respect to each 2G and 2.5G service that we propose to offer to their customers and the pricing for such service. In addition, any changes in the pricing of our existing services must be approved in advance by these operators. There can be no assurance that such approvals will be granted in a timely manner or at all. Failure to obtain, or a delay in, obtaining such approvals could place us at a competitive disadvantage in the market and adversely affect our revenue and profitability. In addition, the recent more rigorous enforcement of customer service policies by China Mobile and China Unicom could result in heightened scrutiny of our existing or proposed services and pricing by the ~~mobile~~telecom operators. This could, in turn, result in delays in their approving new services, our failure to obtain approval for new services or suspensions ~~(such as the service suspensions we received in January and April 2006)~~ or termination of all or part of our existing services or reductions in approved pricing of our services. The occurrence of any of these actions could materially and adversely affect our revenues.

~~If either China Unicom or China Mobile adopts a policy that prohibits branding by service providers for services provided on their WAP portals, our revenues could be adversely affected.~~
~~We introduced our~~~~Hawa~~ brand in the fourth quarter of 2003. The branding of our services is an important part of our marketing strategy to increase user awareness of our services and create enhanced customer loyalty. China Mobile currently does not permit the use of corporate names to brand services on their WAP portals. If China Mobile expands this policy to include non-corporate names such as~~Hawa~~ ~~or China Unicom adopts similar restrictions, we do not believe we could market our services as effectively, which could have an adverse effect on our revenues.~~
The Chinese government has granted licenses to offer limited mobility wireless telecommunications services (or “little smart) in China to China Telecom and China Netcom, two operators with which we have only begun developing relationships, and may grant such licenses to other parties with which we have not yet developed close relationships. If China Telecom, China Netcom or other parties receiving licenses in the future are successful in the wireless value-added services market, but we are unable to continue developing deeper cooperative relationships with such parties, our revenue and overall financial condition could be adversely affected.
The Chinese government has granted licenses to offer limited mobility wireless telecommunications services in China to China Telecom and China Netcom. We have begun to develop limited business relationships with China Telecom and China Netcom, but such relationships are not as close as the ones we have developed with China Mobile and China Unicom. As a result, if we are unable to develop closer cooperative relationships with such operators, our revenue and overall financial condition could be adversely affected if they take market share from China Mobile and China Unicom.
The Chinese government may also grant such licenses to other parties besides China Unicom, China Mobile, China Netcom and China Telecom, although the timing of such grants is unclear. As a result, if any other parties receive wireless telecommunications licenses and are successful in the wireless value-added services market, but we are unable to develop closer cooperative relationships with them, our revenue and overall financial condition could be adversely affected if they take market share from China Unicom, China Mobile, China Telecom and China Netcom. It is also possible that such parties receiving wireless telecommunications licenses may decide to offer wireless value-added services created by themselves, rather than by third party service providers such as our company. In that case, we would be in direct competition with those operators, and our revenue and overall financial condition could be adversely affected if we are not able to compete effectively against them.
Risks Related to ~~our~~Our Music Business

The businesses of our affiliated music companies are subject to constantly changing consumer tastes.

In order to implement our strategy to enter the music development, production and distribution ~~industry,~~and concert promotion industries, we formed a new affiliated Chinese entity, Hurray! Digital Music Technology Co., Ltd. ~~(“Hurray! Digital Music”)~~ in November 2005, whose name was changed to Hurray! Digital Media Technology Co., Ltd. (“Hurray! Digital Media”). In November 2005, Hurray! Digital Media agreed to acquire 60% of the equity interest in Beijing Freeland Wuxian Digital Music Technology Co., Ltd., whose name was subsequently changed to ~~Beijing~~ Hurray! Freeland Digital Music Technology Co., Ltd. (“Freeland Music”) to which certain entities of the Freeland Group, a group of affiliated companies in China engaged in the production and distribution of audio and visual products, contributed their respective music businesses. In December 2005, Hurray! Digital Media acquired 51% of the equity interest in Beijing Huayi Brothers Music Co., Ltd. (“Huayi Brothers Music”), a subsidiary of Huayi Brothers Group. In November 2006, Hurray! Digital Media agreed to acquire 30% of the equity interest in Beijing New Run Entertainment Development Co., Ltd. (“New Run”)~~. In~~, and in March 2007, Hurray! Digital Media agreed to acquire 65% of the equity interest in ~~Beijing~~Guangzhou Hurray! Secular Bird Culture ~~and Art Development Center~~Communication Co., Ltd. (“Secular Bird”). In April 2007, Freeland Music acquired a 51% equity interest in Beijing Hurray! Fly Songs International Culture Co., Ltd. (“Fly Songs”). These ~~four~~five companies, ~~have been~~which we refer to as our affiliated music companies, were either successful top-tier domestic independent record companies in China, which engage in artist development, music production and music ~~distribution.~~distribution, or, in the case of Fly Songs, a successful concert promotion company.

Each music recording and concert performance is an individual artistic work. The commercial success of a music product or concert depends on consumer taste, the quality and acceptance of competing offerings or events released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which can change quickly. Accordingly, there can be no assurance as to the financial success of any particular product, the timing of such success, or the popularity of any particular artist.

The future success of our affiliated music companies depends on their ability to continue to develop recorded music and organize concerts that isare interesting and engaging to our target audience, primarily users of the Internet and ~~wireless value-added services.~~WVAS in the case of our recorded music. If our audience determines that the content does not reflect its tastes, then our audience size could decrease, which would adversely affect our results of operations. The ability of Freeland Music, Huayi Brothers Music, New Run and Secular Bird to develop compelling content depends on several factors, including the following:

technical expertise of their production and recording staff,

popularity of the artists of our affiliated music companies,

access to songs or songwriters, and

effectiveness of online and offline marketing and promotional activities.

Furthermore, our affiliated music companies must invest significant amounts for ~~product~~ development prior to the release of any ~~product.~~product or event. These costs may not be recovered if the release is unsuccessful. There can be no assurance that such products or events will be successful releases or that any product or events will generate revenues sufficient to cover the cost of ~~product~~ development. Because we are relatively inexperienced in the music industry, we cannot predict whether our efforts in this area will be successful.

Our affiliated music companies may unknowingly purchase or license songs, which have already been, or may in the future be, sold or licensed to third parties, which could create costly legal disputes over intellectual property rights with such third parties and the songs’ authors or composers.
~~Freeland Music, Huayi Brothers Music, New Run and Secular Bird~~

Our affiliate music companies generally purchase or license songs for their artists from the original authors or composers of the songs. In China, original authors and composers sometimes license or sell their songs to multiple music companies without informing each such company. In that case, our affiliated music companies may unknowingly purchase or license songs that have already been, or may in the future be, licensed or sold to one or more third parties. As a result, disputes may arise between our affiliated music companies, third party music companies and original authors or composers over the rights to particular songs. Any such dispute may require our affiliated music companies to incur significant costs to investigate and resolve them, including potentially the payment of damages to third parties.

In addition, ~~Freeland Music, Huayi Brothers Music, New Run and Secular Bird~~our affiliated music companies license and distribute songs to third parties such as providers of Internet and ~~wireless value-added services,~~WVAS, which then distribute the music content to their customers. ~~Freeland Music, Huayi Brothers Music, New Run and Secular Bird~~Such companies may be subject to claims by such providers or any of their other customers if the customers suffer losses as a result of a dispute over the ownership of copyrights to songs provided to them.

Our affiliated music companies often enter into contracts with third parties on behalf of their artists. If those artists fail to satisfy the requirements under those contracts, our affiliated music companies may be subject to claims, which could expose them to significant costs and business disruption.
~~Freeland Music, Huayi Brothers Music, New Run and Secular Bird~~

Our affiliated music companies often enter into various types of contracts with third parties on behalf of their artists, including contracts relating to album publishing, advertising and promotional activities and public performances. If an artist fails to satisfy the requirements under any such contract for whatever reason (such as health problems), then our affiliated music companies may be deemed to have breached the relevant contracts. In that case, our affiliated music companies may be subject to claims for breach of contract by the counterparty to the contracts, which could expose them to significant costs and business disruption.

Revenue from our affiliated music companies may not grow as fast as expected due to continuing problems of copyright enforcement in China and retention of popular artists.

It can be difficult to enforce certain copyright protections in China. In particular, the music industry in China has suffered from serious piracy issues for many years. Our management estimates that for every dollar of copyrighted CD sales, there are approximately ten dollars of pirated CD sales in China. In addition, it can be difficult to retain artists who become popular and generate large revenue for us, given that such artists may decide to renegotiate with us or contract with other music content providers. This is a common problem faced by music companies in the PRC. The revenue generated from our affiliated music companies may continue to be adversely affected by the difficulty in enforcing copyrights and retaining popular artists, and therefore may not grow as fast as anticipated.
~~Risks Related to our Software Products~~

The market for our VASPro software is rapidly evolving and dependent on the growth of 2.5G and 3G services in China and elsewhere. We may not be able to generate significant sustainable revenues from this software if the market does not develop as we anticipate or we are unable to respond to new market developments promptly.
The market for our VASPro software, which allows 2.5G services to be offered through the mobile operators’ networks, is rapidly evolving. We may not be able to develop and introduce software, software enhancements or services that respond to market demands, technology developments, increased competition or industry standards on a timely basis, or at all. In addition, to date, our revenues from VASPro have been primarily derived from one-time licensing and maintenance fees paid by China Unicom based on the capacity of its platform in terms of number of users. Under our current agreements, we only generate additional software revenues if China Unicom adds capacity for additional users on its nation-wide WAP portal or we supply such software to additional China Unicom provincial offices. In 2006, our revenues from VASPro were significantly negatively affected by China Unicom’s decision to delay expanding capacity or building out 2.5G and 3G mobile networks into 2007 pending anticipated receipt of 3G licenses. If this market does not grow and evolve in the manner or in the timeframe that we anticipate, or if we are unable to respond to new market developments promptly, we may not be able to generate significant sustainable revenues from our software.
~~Our software sales are currently entirely dependent on China Unicom, and the loss of our relationship with China Unicom would materially and adversely affect the revenue from our software business.~~
The only customer for our VASPro software currently is China Unicom. While VASPro is highly complex and customized software and, therefore, difficult to replace, it is possible that China Unicom could purchase similar software from third parties, or develop such software itself, and cease using VASPro. Moreover, several provincial offices of China Unicom that operate their own local WAP portals have purchased services provisioning and management software from other parties, and other provincial offices may do so in the future. In this case, not only would we lose future revenues from sales of additional software to China Unicom at the national or provincial level, but we could also lose what we view to be an important selling point when marketing our software to other mobile operators, the fact that the software is being used successfully by a major mobile operator. This would materially and adversely affect the revenue from our software business.
~~The market for our VASPro software in China is limited, and we may not be able to sell our software outside of China, in which case the potential growth of our software business would be limited.~~
The other principal mobile operator in China besides China Unicom, China Mobile, purchases its services provisioning and management software from a subsidiary company of China Mobile specifically established for this purpose, and we believe it is unlikely that China Mobile will purchase our software for the foreseeable future. China Telecom and China Netcom have also not purchased our software. Accordingly, the market for VASPro is limited in China. In addition, we may have to market our software in other countries to increase sales, which we may not be able to do successfully. This strategy contains risks, including difficulty in managing international operations due to distance, language and cultural differences and an inability to successfully market and operate services in foreign markets. There are also risks inherent in doing business on an international level, including unexpected changes in regulatory requirements, trade barriers, difficulties in staffing and managing foreign operations, fluctuations in currency exchange rates, and potentially adverse tax consequences.
Our provision of both 2G and 2.5G services and services provisioning and management software and related services to China Unicom or other mobile operators could be perceived as a conflict of interest and unfair competitive advantage. As a result, we could be prohibited from providing certain of those types of services, which could materially and adversely affect our competitive position, revenue and overall financial condition.
In addition to providing VASPro software, we provide China Unicom, at its request, operations support, data gathering, testing, consulting and maintenance services for its WAP portal.Third party wireless value-added service providers may complain to China Unicom or any other mobile operator that purchases our software that the simultaneous provision of wireless value-added services, VASPro software and technical consulting services for the software by us, which gives us access to China Unicom’s wireless value-added system, presents a conflict of interest and gives us an unfair competitive advantage. Actions arising from any such complaints could impair our ability to provide services to China Unicom or other mobile operators, which could materially and adversely affect our competitive position in the wireless value-added services market, the services provisioning and management software market, or both, as well as our revenue and overall financial condition.
Our VASPro software is highly complex, and any defects in it could result in a refusal by China Unicom or other mobile operators to use it, as well as errors or failures in the networks in which it operates. Accordingly, any such defects could not only adversely affect our revenue from VASPro, but could also subject us to claims from users, mobile operators or other parties and damage our credibility.
Our VASPro software enables mobile operators to manage a wide range of functions, including managing billing and multiple third party service providers. Given the breadth of this software, it is extremely complex for us to design, develop, install and support the operations of VASPro. Accordingly, despite our testing, current or enhanced versions of VASPro may contain software defects. Any such defects could cause China Unicom to stop licensing VASPro and cause other mobile operators to select services provisioning and management software from our competitors. Moreover, VASPro is a key component of the 2.5G mobile networks in which it operates, and defects could cause errors in such activities as billing or provisioning of services or even cause the whole network to crash. In that case, we could be subject to claims from mobile users, mobile operators which use VASPro or third party service providers for incorrect billing or delivery of services or other damages caused by network problems. Our credibility among mobile operators and users could also be adversely affected, which could adversely affect the long-term growth and profitability of our business as a whole.
Additional Risks Related to Our Company

Our recent acquisitions and strategic investments and any future acquisitions or investments may have an adverse effect on our ability to manage our business and may subject us to unforeseen liabilities.

Selective acquisitions and strategic investments, such as ~~the recent agreement to acquire~~our 2007 acquisitions of Shanghai Saiyu Information Technology Co., Ltd. (“Shanghai Saiyu”), Henan Yinshan Digital Network Technology Co., Ltd. (“Henan Yinshan”) and ~~investments~~Fly Songs as described in ~~New Run~~Item 4. “Information About the Company—History and ~~Secular Bird,~~Development of the Company,” form part of our strategy to further expand our business. Such companies may not be as successful as they have been in the past, and may also not perform as well as we expect. Moreover, the integration of such companies into our operations has required significant attention from our management. In particular, we must ensure that the relationships of our newly acquired wireless value-added service companies with the ~~mobile~~telecom operators are not disrupted by the acquisitions. In addition, our management must also devote significant resources to enhancing its knowledge of the music development, production and distribution business in China, with which we have limited experience. Future acquisitions will also likely present similar challenges.

The diversion of our management’s attention and any difficulties encountered in any integration process could have an adverse effect on our ability to manage our business. Acquisitions expose us to potential risks, including risks associated with the assimilation

of new operations, services and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, the inability to generate sufficient revenues to offset the costs and expenses of acquisitions and potential loss of, or harm to, relationships with employees and content providers as a result of integration of new businesses. The acquisition of any company could also subject us to unforeseen liabilities arising from the acquisition itself or the operations of the company or both.

We face intense competition, which could cause us to lose market share and materially adversely affect our business and results of operations.

The Chinese market for ~~wireless value-added services~~WVAS is changing rapidly and is intensely competitive. We compete principally with ~~three~~four groups of 2G and 2.5G service providers in China, which include companies that focus primarily or entirely on these markets, major Internet portal operators in China, ~~and~~ niche service ~~providers.~~

~~We have faced competition from all three groups since our entry into this market. Moreover, there~~providers and the telecom operators.

There are low barriers to entry for new competitors in the 2G and 2.5G services ~~market. Many~~market and many of our competitors have longer operating histories in China, greater name and brand recognition, larger customer bases and databases, significantly greater financial, technological and marketing resources and superior access to original content than we have. Recently, certain of the telecom operators have begun offering WVAS directly to their customers. See “—Our revenue from WVAS may be adversely affected by China Unicom or China Mobile providing their own full portfolio of 2G and 2.5G services that compete with our services” above. As a result, our existing or potential competitors may in the future achieve greater market acceptance and gain additional market share, which in turn could reduce our revenues.

With respect to our music business, we face significant competition from two groups of competitors. The first group consists of traditional record companies, which are extending downstream to establish their own ~~wireless value-added services~~WVAS or Internet services companies in China. Such competitors include international record companies and independent labels based in Hong Kong, Taiwan and mainland China, which have longer operating histories, larger music libraries and greater pools of popular artists in comparison to our affiliated music companies. The second group of competitors consists of ~~wireless value-added services~~WVAS providers that focus on music-related products and have extended upstream to establish their own music production businesses in China. See Item 4.B. “Business Overview—Competition.”

With respect to our software products, we face significant competition from major international software companies such as Microsoft, traditional telecommunications companies such as Motorola and NEC, and major software and professional services companies such as Hewlett-Packard and IBM, all of which have greater market share worldwide and financial resources than we do. These established software and telecommunications companies are better positioned to finance research and development activities relating to 2.5G and 3G technologies. They are also able to provide a wider range of products and services for a greater spectrum of media and have greater resources with which to purchase additional technologies or acquire other companies. We also compete against local software developers and telecommunications companies such as Aspire, Huawei and ZTE.12

We operate in rapidly evolving industries, which may make it difficult for investors to evaluate our business.

We began commercially offering ~~wireless value-added services and developing our VASPro software business~~WVAS in China in 2001, and since that time, the technologies and services used in the ~~wireless value-added services~~WVAS industry in China have developed rapidly. Moreover, we have recently entered the music development, production and distribution business in China, which is also rapidly evolving. As a result of this rapid and continual change, you should consider our prospects in light of the risks and difficulties frequently encountered by companies in an early stage of development. These risks include our ability to:

attract and retain users for our 2G and 2.5G services,

expand the services that we offer,

respond effectively to rapidly evolving competitive and market dynamics and address the effects of mergers and acquisitions among our competitors,

effectively manage our new music businesses and leverage our music library,

continue to develop reliable, state-of-the-art mobile service provisioning and management software for ~~mobile~~telecom operators,

maintain, expand and enhance our relationships with ~~mobile~~telecom operators so that they will allow us to offer our 2G and 2.5G services over their networks, and ~~will buy our service provisioning and management software, and~~

increase awareness of our brand and user loyalty.

Due to these factors, there can be no certainty that we will maintain or increase our current share of the highly competitive markets in which we operate.

We depend on key personnel for the success of our business. Our business may be severely disrupted if we lose the services of our key executives and employees or fail to add new senior and middle managers to our management.

Our future success is heavily dependent upon the continued service of our key executives, ~~particularly certain members of the team which conducted the management buy-in of our company in June 2001,~~ namely, Qindai Wang, our chairman and chief executive officer, ~~Jesse Liu, our senior vice president and chief financial officer, and Haoyu Yang, our senior vice president in charge of music companies, as well as~~ Shaojian (Sean) Wang, our president and chief operating officer since May 2006 and ~~Jiang Wang,~~acting chief financial officer since June 2007, Yuqi Shi, our ~~senior~~ vice president in charge of ~~marketing~~WVAS business since 2007, and ~~content sales~~Feng Wu, our vice president in charge of music companies since ~~September~~ 2006. Our future success is also dependent upon our ability to attract and retain qualified senior and middle managers to our management team. If one or more of our current or future key executives or employees are unable or unwilling to continue in their present positions, we may not be able to easily replace them, and our business may be severely disrupted. In addition, if any of these key executives or employees joins a competitor or forms a competing company, we could lose customers and suppliers and incur additional expenses to recruit and train personnel. Each of our executive officers has entered into an employment agreement and a confidentiality, non-competition and non-solicitation agreement with us. As we believe is customary in our industry in China, we do not maintain key-man life insurance for any of our key executives.

We also rely on a number of key technology staff for the development and operations of our various businesses. Given the competitive nature of our industry, the risk of key technology staff departing our company is high and any such departure could disrupt our operations.

Rapid growth and a rapidly changing operating environment strain our limited resources. Our future growth could be adversely affected if we cannot manage our expansion effectively.

We have limited operational, administrative and financial resources, which may be inadequate to sustain the growth we want to achieve. If the ~~users~~user base of our ~~wireless value-added services~~WVAS increases or our affiliated music companies expand, we will need to increase our investment in our technology infrastructure, facilities and other areas of operations, in particular our product development, customer service and sales and marketing, which are important to our future success. If we are unable to manage our growth and expansion effectively, the quality of our services and our customer support could deteriorate and our business may suffer. For example, any such performance issue could prompt China Unicom, China Mobile, China Telecom or China Netcom to cease offering our services over their networks. Our future success will depend on, among other things, our ability to:

develop and quickly introduce new ~~wireless value-added services,~~WVAS, adapt our existing services and maintain and improve the quality of all of our services, particularly as the market for 2.5G services evolves and matures,

effectively maintain our relationships with China Mobile and China Unicom, enhance our relationships with China Telecom and China Netcom and establish new relationships with any other recipients of mobile licenses in China so that we are able to offer ~~wireless value-added services~~WVAS over their networks, ~~and induce them to purchase our VASPro software,~~

attract and retain popular artists for our music businesses,

continue training, motivating and retaining our existing employees, including our senior management, and attract and integrate new employees,

develop and improve our operational, financial, accounting and other internal systems and controls, and

maintain adequate controls and procedures to ensure that our periodic public disclosure under applicable laws, including U.S. securities laws, is complete and accurate.

Any failures of the mobile telecommunications network, the Internet or our technology platform may reduce use of our services and our revenues.

Our ~~wireless value-added services~~WVAS are offered through the networks of China Unicom, China Mobile, China Telecom and, China Netcom. In addition, we use our website to promote our services and enable users to order them. Thus, both the continual accessibility of the ~~mobile~~telecom operators’ networks and the performance and reliability of China’s Internet infrastructure are critical to our ability to attract and retain users. ~~Moreover, our business depends on our ability to maintain the satisfactory performance, reliability and availability of our technology platform and the VASPro software we license.~~ Any server interruptions, break-downs or system failures, including failures caused by computer viruses, hacking or sustained power shutdowns, floods or fire causing loss or corruption of data or malfunctions of software or hardware equipment, or other events outside our control that could result in a sustained shutdown of all or a material portion of the mobile networks, the Internet or our technology platform, could adversely impact our ability to provide our services to users and decrease our revenues.

Our corporate structure could be deemed to be in violation of current or future Chinese laws and regulations, which could adversely affect our ability to operate our business effectively or at all.

In connection with China’s entry into the World Trade Organization, or WTO, foreign investment in telecommunications and Internet services in China has been liberalized to allow for a maximum of 50% foreign ownership in value-added telecommunications and Internet services in China. To comply with these ownership requirements, we have implemented a structure which is similar to those used by several of our competitors such as SINA, Sohu, NetEase, Linktone and TOM Online by entering into various

agreements with affiliated companies incorporated in China (which we refer to as our affiliated Chinese entities), including Hurray! Solutions Ltd. (“Hurray! Solutions”), Beijing Cool Young Information Technology Co., Ltd. (“Beijing Cool Young”), Beijing WVAS Solutions Ltd. (“WVAS Solutions”), Beijing Enterprise Network Technology Co., Ltd. (“Beijing Network”), Beijing Palmsky Technology Co., Ltd. (“Beijing Palmsky”), Beijing Hutong Wuxian Technology Co., Ltd. (“Beijing Hutong”), Shanghai Magma ~~and~~Digital Technology Co., Ltd. (“Shanghai Magma”), Beijing Hengji Weiye Electronic Commerce Co., Ltd. (“Hengji Weiye”), Shanghai Saiyu and Henan Yinshan and their shareholders. Each of these affiliated Chinese entities is owned by various individuals in China.

We do not have any direct ownership interest in our affiliated Chinese entities but have entered into a series of agreements with these entities through which we intend to be able to assert a degree of control and management. In addition, we control Hurray! Digital Media through three of our affiliated Chinese entities, Hurray! Solutions, Beijing Network and Beijing Hutong. It is possible that the relevant Chinese authorities could, at any time, assert that our agreements with our affiliated Chinese entities or any portion or all of the existing or future ownership structure and businesses of each of our company, our wholly-owned subsidiary, Beijing Hurray! Times ~~Communications (Beijing)~~Technology Co., Ltd. (“Beijing Hurray! Times”), or our affiliated Chinese entities violate existing or future Chinese laws, regulations or policies. It is also possible that the new laws or regulations governing the telecommunication or Internet sectors in China that have been adopted or may be adopted in the future will prohibit or restrict foreign investment in, or other aspects of, any of our, Beijing Hurray! Times’ or our affiliated Chinese entities’ current or proposed businesses and operations. In addition, these new laws and regulations may be retroactively applied. If any of our company, Beijing Hurray! Times and our affiliated Chinese entities is found to be in violation of any existing or future Chinese laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violation, including, without limitation, the following:

levying fines,

confiscating the incomes of any of our company, Beijing Hurray! Times or our affiliated Chinese entities,

revoking the business licenses of any of our company, Beijing Hurray! Times or our affiliated Chinese entities,

shutting down servers or blocking websites maintained by any of our company, Beijing Hurray! Times or our affiliated Chinese entities,

restricting or prohibiting our use of our financial assets to finance our business and operations in China,

requiring any of us, Beijing Hurray! Times or our affiliated Chinese entities to restructure our ownership structure or operations, and/or

requiring any of us, Beijing Hurray! Times or our affiliated Chinese entities to discontinue any portion of or all of their ~~wireless value-added services.~~

WVAS.

In any such case, we could be required to restructure our operations, which could adversely affect our ability to operate our business effectively or at all.

We depend upon agreements with our affiliated Chinese entities for the success of our business. These agreements may not be as effective in providing operational control as direct ownership of these businesses and may be difficult to enforce.

Because we conduct substantially all our business in China, and because we are restricted to a certain extent by the Chinese government from owning telecommunications or Internet operations in China, we depend on our affiliated Chinese entities, in which we have no direct ownership interest, to provide those services through agreements. These agreements may not be as effective in providing control over our telecommunications or Internet operations as direct ownership of these businesses. For example, our affiliated Chinese entities could fail to take actions required to operate our business, such as renewing their business licenses or services permits or entering into service contracts with China Unicom, China Mobile and other ~~mobile~~telecom operators. Moreover, the fees for our services are paid by the ~~mobile~~telecom operators directly to our affiliated Chinese entities, which are then obligated at our request to transfer substantially all of such fees to our wholly owned subsidiary, Beijing Hurray! Times. If our affiliated Chinese entities fail to perform their obligations under these agreements, we may have to rely on legal remedies under Chinese law, which we cannot assure you would be effective or sufficient. In particular, the legal environment in China is not as developed as in other jurisdictions, such as the United States. Thus, Chinese courts are often inexperienced in handling corporate disputes, and different courts may apply laws and procedures in different ways.

We do not believe that we have a reasonable basis to predict the likelihood of the occurrence of the foregoing risks. However, if there is such an occurrence, it could potentially have a significant adverse effect on our ability to operate our business and on our financial condition.

We generate our internal funds almost exclusively from Beijing Hurray! Times. If that company is restricted from paying dividends to us, we may lose almost all of our internal source of funds.

Except for a certain amount of cash held by Hurray! Holding Co., Ltd. (approximately ~~$48~~$49 million as of December 31, ~~2006)~~2007), we have no significant assets other than our equity interest in Beijing Hurray! Times. We are a holding company, and we rely principally on dividends from Beijing Hurray! Times and technical consulting and service fees, license fees and other fees paid to Beijing Hurray! Times by our affiliated Chinese entities for our cash requirements, including any debt we may incur. We are likely to lose all of our sources of funds if

Beijing Hurray! Times is restricted from paying dividends to us. However, Chinese legal restrictions permit payment of dividends only out of net income as determined in accordance with Chinese accounting standards and regulations, which in turn restricts our ability to receive these revenues.

The principal differences between net income under Chinese accounting standards and US GAAP relate to pre-operating costs, stock-based compensation and deferred taxes. Pre-operating costs are expensed when incurred under US GAAP, while they are amortized over five years under Chinese accounting standards. Stock-based compensation and deferred taxes are not recognized under Chinese accounting standards.

Under Chinese law, Beijing Hurray! Times is also required to set aside a portion of its after-tax profit calculated under PRC generally accepted accounting principles, or PRC GAAP, for which the legal minimum requirement is 10%, to a non-distributable general reserve fund beginning in its first profitable year after offsetting prior year’s cumulative losses and to certain other non-distributable funds at an amount determined by Beijing Hurray! Times. The amount of reserves was nil as of December 31, ~~2006~~2007 since Beijing Hurray! Times incurred an operating loss in ~~2006.~~2007. This reserve fund can only be used for specific purposes and is not distributable as cash dividends. Dividends paid to us by our subsidiaries in China will also be subject to withholding tax under the new tax laws adopted in China. See “—Recent changes in PRC tax laws could have a material adverse effect on our operating results.” If further restrictions on payments of dividends by our subsidiary are implemented under Chinese law, we may not be able to access our internal source of funds.

Our revenues may fluctuate significantly and may adversely affect the market price of our ADSs.

Our revenues and results of operations have varied in the past and may continue to fluctuate in the future. Many of the factors that cause such fluctuation are outside our control. Steady revenues and results of operations will depend largely on our ability to:

attract and retain users in the increasingly competitive ~~wireless value-added services~~WVAS market in China,

maintain and grow our 2G and 2.5G market share and revenues, and when launched, successfully offer 3G services,

successfully implement our business strategies, including integrating our recent strategic acquisitions with our existing core business, and

update and develop our services, technologies and content, ~~including our VASPro software,~~ which is highly complex.

Because the ~~wireless value-added services~~WVAS industry in China is new and rapidly evolving, our experience in the music industry is limited and our business has experienced significant volatility in terms of financial results as a result of the factors stated above, you should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance. It is possible that future fluctuations may cause our results of operations to be below the expectations of market analysts and investors. This could cause the market price of our ADSs to decline.

We may not be able to adequately protect our intellectual property, and we may be exposed to infringement claims by third parties.

We believe the copyrights, service marks, trademarks, trade secrets and other intellectual property we use are important components of our ~~wireless value-added services.~~WVAS. In addition, our ~~software products are highly complex and involve proprietary software source code and know-how. Our~~ affiliated music ~~businesses~~companies are ~~also~~ substantially dependent on their ability to protect their rights over their music content. Any unauthorized use of such intellectual property by third parties may adversely affect our current and future revenue from such services and software, as well as our reputation. For example, rampant piracy in China has negatively affected offline sales of CDs and tapes by our affiliated music companies, and if piracy becomes a problem in online distribution channels, their financial results would be further materially adversely affected. We rely primarily on the intellectual property laws and contractual arrangements with our employees, clients, business partners and others to protect such intellectual property rights. Third parties may be able to obtain and use such intellectual property without authorization. Furthermore, the validity, enforceability and scope of protection of intellectual property in the Internet, wireless value-added and music industries in China is uncertain and still evolving, and these laws may not protect intellectual property rights to the same extent as the laws of some other jurisdictions. In particular, the intellectual property law in China is less developed than in the United States and, historically, China has often not protected private parties’ intellectual property rights to the same extent as such parties might enjoy in the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources, and have a material adverse effect on our business, overall financial condition and results of operations.

Due to the fact that we aggregate content and applications for our ~~wireless value-added services,~~WVAS, and because our services may be used for the distribution of information through, for example, our wireless community services, claims may be filed against us for defamation, negligence, copyright or trademark infringement or other violations. In addition, third parties could assert claims against us for losses in reliance on information distributed by us. For example, if we are found to have infringed any intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternative intellectual property. We receive numerous threats of infringement claims, often in the form of demand letters. Claims are typically made by music companies or other service providers. One recent lawsuit was settled and one is still pending in court. While

the vast majority of ~~such~~ claims dothat have been asserted against us in the past have not ~~develop~~developed beyond the demand letter stage and do not ultimately result in liability to us, we may also incur significant costs in investigating and defending such claims. We have not purchased liability insurance for these risks.

We have limited business insurance coverage, which could expose us to significant costs and business disruption.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources, particularly if it affects our technology platform which we depend on for delivery of our ~~wireless value-added services.~~

WVAS.

We believe that we were a passive foreign investment company (“PFIC”) for taxable years 2006 and 2007 and are likely a ~~passive foreign investment company~~PFIC for the current taxable year of ~~2007,~~2008, which could result in adverse U.S. federal income tax consequences to U.S. investors.

We may be classified as a passive foreign investment company (“PFIC”) by the U.S. Internal Revenue Service for U.S. federal income tax purposes. Such characterization could result in adverse U.S. federal income tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will be subject to increased tax liabilities under U.S. tax laws and regulations and will be subject to U.S. tax reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and depends on the composition of our income and assets, including goodwill, from time to time. Specifically, we will be classified as a PFIC for U.S. tax purposes for a taxable year if either (a) 75% or more of our gross income for such taxable year is passive income, or (b) 50% or more of the average percentage of our assets during such taxable year either produce passive income or are held for the production of passive income. For such purposes, if we directly or indirectly own 25% or more of the shares of another corporation, we will be treated as if we (a) held directly a proportionate share of the other corporation’s assets, and (b) received directly a proportionate share of the other corporation’s income.

The determination of whether or not we are a PFIC is made on an annual basis and depends on the composition of our income and assets, including goodwill, from time to time. We believe that we were a PFIC for taxable years 2006 and 2007 and are likely to be classified as a PFIC for the current taxable year of ~~2007.~~ 2008, although such determination cannot be made with certainty until the end of the taxable year. Such characterization could result in adverse U.S. federal income tax consequences to a U.S. investor. For example, if we are a PFIC, then “excess distributions” to a U.S. investor, and any gain realized on the sale or other disposition of our ADSs will be allocated ratably over the U.S investor’s holding period for the ADSs, the amount allocated to the current taxable year and any year prior to our becoming a PFIC will be taxed as ordinary income; and (iii) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year. Additionally an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year and the U.S. investor will be subject to U.S. tax reporting requirements. Some of these adverse tax consequences may be avoided if the U.S. investor makes a “mark-to-market” election for the ADSs.

Accordingly, the adverse U.S. federal income tax consequences described above could apply to you if you are a U.S. investor. Given the complexity of the issues regarding our classification as a PFIC, U.S. investors are urged to consult their own tax advisors for guidance as to the U.S. federal, state and local and other tax consequences of our status as a ~~PFIC.~~PFIC in light of the particular circumstances applicable to such U.S. investor, as well as the availability of and procedures for making a mark-to-market or other available election. For further discussion of the adverse U.S. federal income tax consequences of our classification as a PFIC, see “Taxation” below.

Anti-takeover provisions in our charter documents could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management.

Our amended and restated articles of association include two provisions, which could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management. First, our amended and restated articles of association provide for a classified board of directors. Second, our board of directors has the right to issue preference shares without shareholder approval, which could be used to institute a “poison pill” that would work to dilute a potential hostile acquirer’s ownership interest in our company, effectively preventing acquisitions that have not been approved by our board of directors.

Shareholder rights under Cayman Islands law may differ materially from shareholder rights in the United States, which could adversely affect the ability of us and our shareholders to protect our and their interests.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Law ~~(2004~~(2007 Revision) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders, and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law in this area may not be as clearly established as they would be under statutes or judicial precedent in existence in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate laws. Moreover, our company could be involved in a corporate combination in which dissenting shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations. Also, our Cayman Islands counsel is aware of only a few reported cases of derivative actions having been brought in a Cayman Islands court. Such actions are ordinarily available in respect of United States corporations in U.S. courts. Finally, Cayman Islands companies may not have standing to initiate shareholder derivative actions before the federal courts of the United States. As a result, our public shareholders may face different considerations in protecting their

interests in actions against the management, directors or our controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, and our ability to protect our interests may be limited if we are harmed in a manner that would otherwise enable us to sue in a United States federal court.

All participants of our existing equity compensation plans who are PRC citizens may be required to register with the State Administration of Foreign Exchange of the PRC, or the SAFE. We may also face regulatory uncertainties that could restrict our ability to adopt additional equity compensation plans for our directors and employees and other parties under PRC law.

On April 6, 2007, the capital account department of the SAFE issued the ~~“Operating~~Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Option Plan or Stock Option Plan of Anan Overseas Listed Company ~~Hui Zong Fa [2007] No. 78)~~,” or Circular 78. It is not clear at this time whether Circular 78 covers all forms of equity compensation plans, including restricted purchase share awards granted by us, or only those which provide for the granting of stock options. For any plans which are so covered and are adopted by a non-PRC listed company such as our company after April 6, 2007, Circular 78 requires all participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings by July 5, 2007 if they participated in an overseas listed company’s covered equity compensation plan prior to April 6, 2007. In May 29, 2007, the General Affairs Department of the SAFE issued theNotice on Printing and Distributing the Operating Rules for the Notice of the State Administration of Foreign Exchange on the Relevant Issues about Foreign Exchange Control over the Financing and Return Investment of Domestic Residents through Overseas Special Purpose Companies, or Circular 106. This notice also requires PRC citizens who hold stock options pursuant to a company’s equity incentive plan to register with the SAFE. We ~~believe that~~submitted the required registration on behalf of our stock option holders who are PRC citizens with the SAFE in December 2007 and ~~approval requirements contemplated in Circular 78 are burdensome and time consuming.~~

such registration is currently pending approval. Although Circular 78 has not yet been made publicly available nor has it been formally promulgated by the SAFE, ~~however, it is~~and we have submitted the registration with the SAFE on behalf of our understanding that SAFE has begun enforcing its provisions, although we cannot predict whether it will continue to enforce it or adopt additional or different requirements with respect to equity compensation plans. If it is determined that our equity compensation plansstock option holdings who are ~~subject~~PRC citizens stock option holders pursuant to Circular ~~78,~~106, any failure to comply with such provisions may subject us and the participants of our equity compensation plans who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation to our personnel which is currently a significant component of the compensation of many of our PRC employees, as a result of which our business operations may be adversely affected.

~~Our business benefits from certain PRC government incentives. Expiration of, or~~Recent changes ~~to, these incentives and~~in PRC tax laws could have a material adverse effect on our operating results.

~~Pursuant to~~

In March 2007, the National People’s Congress of China enacted a new Enterprise Income Tax Law, or the New EIT Law, which became effective on January 1, 2008. In addition, the Implementation Rules of the New Enterprise Income Tax Law, or the Implementation Rules were promulgated by the PRC ~~Concerning Foreign Investment~~State Council on December 6, 2007 and ~~Foreign Enterprises and various local income tax laws (the “Income~~the Notice on Implementation of Transitional Arrangements for Preferential Policies of Enterprise Income Tax, ~~Laws”), Hurray’s~~or the Transitional Arrangements Notice, was promulgated by the PRC ~~subsidiaries and variable interest entities are generally subject to~~State Council on December 26, 2007. Under the New EIT system, a unified enterprise income tax ~~at a statutory~~ rate of ~~33%,~~25% and unified tax deduction standards will be applied equally to both domestic-invested enterprises and foreign-invested enterprises. Enterprises established prior to March 16, 2007 eligible for preferential tax rate of 15% according to the then effective PRC Enterprise Income to Law for Foreign-Invested Enterprise and Foreign Enterprise tax laws and administrative regulations shall be subject to transitional rules as stipulated in the Transitional Arrangements Notice. In addition, certain qualified high and new technology enterprises strongly supported by the state may still benefit from a preferential tax rate of 15% under the New EIT Law if they meet the definition of “qualified high and new technology enterprise” strongly supported by the state set out in the Implementation Rules which ~~comprises~~refers to companies hold independent ownership of core intellectual properties and simultaneously meet a ~~30% national income tax and~~list of other criteria as stipulated. As a ~~3% local income tax. Some of Hurray’s~~result, if our PRC subsidiaries ~~and variable interest entities~~ qualify as ~~“high technology”~~qualified high and new technology enterprises ~~and~~strongly supported by the state under ~~PRC Income Tax Laws,~~the new EIT Law, they ~~are subject~~will continue to benefit from a preferential tax rate of 15%. ~~This classification entitles Hurray! Times~~Otherwise, the applicable tax rate of our PRC subsidiaries may be subject to ~~a three-year exemption from enterprise~~PRC income tax ~~commencing~~at a rate of 25% starting from 2008 under the New EIT system. We have used the new standard rates for calculation of deferred taxes until the necessary approvals are obtained.

Under the new Enterprise Income Tax law effective on January 1, 2008, the rules for determining whether an entity is resident in ~~2003, followed by~~the PRC for tax purposes have changed and the determination of residence depends amongst other things on the “place of actual management.” If Hurray! Holding Co., Ltd., or our non-PRC subsidiaries, were to be determined to be a ~~7.5% preferential~~PRC resident for tax ~~rate~~purposes, it or they, would be subject to tax in the PRC on our worldwide income including the income arising in jurisdictions outside the PRC. We have evaluated our resident status under the new law and related guidance and believes Hurray! Holding Co., Ltd. would not be a PRC resident for ~~the succeeding three years and a 15% preferential tax rate thereafter. The three year~~PRC income tax ~~exemption commenced in 2000~~purposes.

As Hurray! Holding Co., Ltd. would be non-resident for Hurray! Solutions, 2002 for WVAS Solutions, 2003 for Beijing Cool Young, Beijing Network and Beijing Palmsky, 2004 for Beijing Hutong, 2001 for Shanghai Magma and 2006 for Hurray! Digital Music and Freeland Music. Huayi Brothers Music is classified as a “new enterprise” and, accordingly, enjoys an exemptionPRC tax purposes, dividends paid to it out of profits earned after January 1, 2008 from ~~both national and local enterprise income tax in 2005. It will~~its PRC subsidiaries would be subject to a ~~30.0% national enterprise income~~withholding tax of 10%.

Aggregate undistributed earnings of our subsidiaries and ~~3.0% local enterprise income tax thereafter. Hengji Weiye is subject to a 15% enterprise income tax. In addition, Hurray’s subsidiaries~~affiliates located in the PRC that are ~~“foreign invested enterprises,~~available for distribution to the Company at December 31, 2007 are considered to be indefinitely reinvested under APB opinion No. 23, “Accounting for Income Taxes — Special Areas,” and under PRC Income Tax Laws, they are entitled to either a three-year tax exemption followed by three years with a 50% reduction in tax rate, commencing the first operating year, or a two-year tax exemption followed by three years with a 50% reduction in tax rate, commencing the first profitable year. These preferential tax arrangements will expire at various dates between 2006 and 2010.

~~On March 16, 2007, the National People’s Congress of~~accordingly, no provision has been made for the PRC ~~adopted a new enterprise income~~dividend withholding taxes that would be payable upon the distribution of those amounts to Hurray! Holding Co., Ltd.. The PRC tax ~~law~~authorities have also clarified that ~~imposes a single uniform income tax rate~~distributions made out of ~~25% for most domestic enterprises and foreign-invested enterprises. This new law will be effective as of~~retained earnings accumulated prior to January 1, 2008. It contemplates various transition periods and measures for existing preferential tax policies, including a grace period for as long as five years for foreign-invested enterprises which are currently entitled to a lower income tax rate and continued implementation of preferential tax treatment with a fixed term until the expiration of such fixed term. In addition, under the new enterprise income tax law, foreign investors2008 are not ~~expressly exempted from the income tax on dividends from a foreign~~-invested enterprise, which exemption is currently available until the effectiveness of the new enterprise income tax law. Furthermore, the new law deems an enterprise established offshore but having its management organ in the PRC as a “resident enterprise” which will be subject to ~~PRC tax on its global income. The term “management organ” has not yet been defined by~~ the PRC government. The new enterprise income tax law empowers the State Council of the PRC to enact appropriate implementing rules and regulations. If the transition periods and measures for existing preferential tax policies are enacted as currently contemplated, any preferential tax treatment enjoyed by our subsidiaries and affiliated companies will terminate at the end of the grace period, which period may be eliminated or significantly shortened by the PRC government. In addition, the PRC government may treat us as a resident enterprise

under the new enterprise income tax law, which would adversely affect our financial condition and results of operations. Moreover, our historical operating results may not be indicative of our operating results for future periods as a result of changes in applicable tax laws.

withholding tax.

LEGAL RISKS RELATED TO WIRELESS AND INTERNET SERVICES

The telecommunication laws and regulations in China are evolving and subject to interpretation and will likely change in the future. If we are found to be in violation of current or future Chinese laws or regulations, we could be subject to severe penalties.

Although our 2G and 2.5G services are subject to general regulations regarding telecommunication services, specific laws at the national level governing ~~wireless value-added services,~~WVAS, such as our services related to ~~SMS~~short messaging service (“SMS”) and WAP, have only been issued recently. The interpretation and application of newly issued Chinese laws and regulations and the possibility of new laws or regulations being adopted have created significant uncertainty regarding the legality of existing and future foreign investments in, and the businesses and activities of, Chinese companies providing 2G and 2.5G services, including our affiliated Chinese ~~affiliated~~ entities. Many providers of 2G and 2.5G services have obtained various value-added telecommunication services licenses.

~~Each~~18

Certain of our ~~affiliates,~~affiliated Chinese entities, Hurray! Solutions, Beijing Palmsky, Beijing Network, Hengji Weiye, Beijing Hutong, ~~and~~ Shanghai Magma, ~~has~~Shanghai Saiyu, and Henan Yinshan, have been granted an inter-provincial value-added telecommunication license by the MII that permits it to conduct inter-provincial operations. Our ~~affiliate,~~affiliated Chinese entity, WVAS Solutions, has been granted a value-added telecommunication service license issued by the local Beijing Municipal Telecommunications Administration Bureau. This license may not be sufficient to authorize WVAS Solutions to provide value-added telecommunication services on an inter-provincial basis. We cannot be certain that any local or national value-added telecommunication license requirements will not conflict with one another or that any given license will be deemed sufficient by the relevant governmental authorities for the provision of this category of service, due to the lack of a comprehensive body of laws and regulations governing our 2G and 2.5G services. It is also possible that new national legislation might be adopted to regulate such services.

If we or our subsidiaries or affiliates are found to be in violation of any existing or future Chinese laws or regulations regarding our 2G and 2.5G services or Internet access which is discussed in the following risk factor, the relevant Chinese authorities have the power to, among other things:

levy fines,

confiscate our income or the income of our affiliates,

revoke our business license or the business license of our affiliates,

shut down our servers or the servers of our affiliates and/or blocking any Web or WAP sites that we operate, and

require us to discontinue any portion or all of our 2G and 2.5G services business.

The regulation of Internet website operators is also new and subject to interpretation in China, and our business could be adversely affected if we are deemed to have violated applicable laws and regulations.

Our affiliate, Hurray! Solutions, and some of our other affiliated Chinese entities operate Internet websites in China, which are one of the channels through which our services are offered. The interpretation and application of existing Chinese laws and regulations, the stated positions of the main governing authority, the MII, and the possibility of new laws or regulations being adopted have created significant uncertainty regarding the legality of existing and future foreign investments in, and the businesses and activities of, Chinese companies with Internet operations, including ours. In particular, the MII has stated that the activities of Internet content providers are subject to regulation by various Chinese government authorities, depending on the specific activities conducted by the Internet content provider. We cannot be certain that the commercial Internet content provider license issued by the relevant government agencies overseeing the telecommunications industry or any value-added telecommunication license held by Hurray! Solutions or our other affiliated Chinese entities will satisfy these requirements. Our failure to comply with applicable Chinese Internet regulations could subject us to severe penalties as noted in the prior risk factor.

In particular, regulatory and policy changes by MII and the ~~mobile~~telecom operators can be unpredictable and have caused operating channels to become increasingly unavailable for marketing and promotion. As a result, we have diversified our marketing and promotion channels and developed direct media advertising, Internet marketing alliances, handset vendor partnerships, as well as offline channels such as record stores and convenient stores. These new marketing and promotion methods can be costly and may not be entirely effective in developing new business, which in turn, may adversely affect our customer base and revenues.

RISKS RELATED TO DOING BUSINESS IN CHINA

A slowdown in the Chinese economy may slow down our growth and profitability.

The growth of the Chinese economy has been uneven across geographic regions and economic sectors. There can be no assurance that growth of the Chinese economy will be steady or that any slowdown will not have a negative effect on our business. The Chinese government has, in the past, used macroeconomic tools and regulations to slow the rate of growth of the Chinese economy and may take similar measures in the future, the results of which are difficult to predict. The Chinese economy overall affects our profitability as expenditures for wireless value-added and music content services may decrease due to slowing domestic demand. More specifically, increased penetration of ~~wireless value-added services~~WVAS in the less economically developed central and western provinces of China will depend on their achieving certain income levels so that mobile handsets and related services become affordable to a significant portion of the population. Moreover, sales of music content are substantially dependent on the level of discretionary consumer spending in China.

The Chinese legal system embodies uncertainties which could limit the legal protections available to you and could also adversely affect our ability to operate our business.

The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Although legislation in China over the past 20 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in China, these laws, regulations and legal requirements are relatively new and their interpretation and enforcement involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. In addition, the Chinese government may enact new laws or amend current laws that may be detrimental to our current contractual arrangements with our Chinese affiliates, which may in turn have a material adverse effect on our ability to operate our business.

Any occurrence of pandemic avian influenza or other widespread public health problem, or any recurrence of severe acute respiratory syndrome, or SARS, could adversely affect our business and results of operations.

An outbreak of pandemic avian influenza or other widespread public health problem, or a renewed outbreak of SARS in China, where all of our revenues are derived, and in Beijing, where our operations are headquartered, could have a negative effect on our operations. Our operations may be affected by a number of health-related factors, including the following:

quarantines or closures of some of our offices which would severely disrupt our operations,

the sickness or death of our key officers and employees, and

a general slowdown in the Chinese economy.

Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our business and results of operations.

Changes in China’s political and economic policies could harm our business.

The economy of China has historically been a planned economy subject to governmental plans and quotas and has, in certain aspects, been transitioning to a more market-oriented economy. Although we believe that the economic reform and the macroeconomic measures adopted by the Chinese government have had a positive effect on the economic development of China, we cannot predict the future direction of these economic reforms or the effects these measures may have on our business, financial position or results of operations. In addition, the Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD. These differences include:

economic structure,

level of government involvement in the economy,

level of development,

level of capital reinvestment,

control of foreign exchange,

methods of allocating resources, and

balance of payments position.

As a result of these differences, our business may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to those of the OECD member countries.

Restrictions on currency exchange may limit our ability to receive and use our ~~revenues~~cash resources effectively.

Because almost all of our future revenues may be in the form of Renminbi, any future restrictions on currency exchanges may limit our ability to use revenues generated in Renminbi to fund our business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.

The PRC government also imposes controls on the convertibility of foreign currencies into Renminbi and, in certain cases, the remittance of foreign currency into China. Under existing PRC foreign exchange regulations, approval from appropriate government authorities is required where foreign currency is to be converted into Renminbi and remitted into China to pay capital expenses, such as payments denominated in Renminbi for acquisitions. Shortages in the availability of Renminbi may limit the ability of our PRC subsidiaries and affiliates to remit sufficient Renminbi to fund our business activities including future acquisitions in China. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi and foreign currencies, especially with respect to foreign exchange transactions.

The value of our ordinary shares and ADSs will be affected by the foreign exchange rate between U.S. dollars and Renminbi.

The change in value of the Renminbi against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. Since the adoption of this new policy, the value of the Renminbi against the U.S. dollar has fluctuated daily within a narrow band, but overall has appreciated significantly against the U.S. dollar. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant fluctuation of the Renminbi against the U.S. dollar. To the extent that we need to convert U.S. dollars into Renminbi for our operational needs and should the Renminbi appreciate against the U.S. dollar at that time, our financial position and the price of our ordinary shares and ADSs may be adversely affected. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our ordinary shares or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiary in China would be reduced.

Item 4. Information ~~About~~On the Company

A. History and Development of the Company

We became an independent company in September 1999 when we were spun-off from UT Starcom Inc., a Nasdaq-listed company that manufactures telecommunication equipment in China. At that time, we focused on developing billing software and providing system integration services for telecommunications network operators in their fixed-line Internet infrastructure build-outs. In June 2001, members of our current management team conducted a management buy-in by purchasing a substantial equity interest in our company, at which time the team assumed management control of us with the purpose of developing products and services for 2.5G mobile networks. Prior to the management buy-in, a majority of the new management team had previously worked together in senior management positions at AsiaInfo, a Nasdaq-listed company and a leading provider of telecommunications software and system integration services in China.

In April 2002, we established a new holding company, Hurray! Holding Co., Ltd., in the Cayman Islands. We currently conduct our business in China through our wholly owned subsidiary, Beijing Hurray! Times. To comply with ownership requirements under Chinese law which imposes certain restrictions on foreign companies from investing in certain industries such as value-added telecommunication and Internet services, we have entered into a series of agreements with ~~nine~~our ten affiliated Chinese entities and their respective shareholders. We hold no ownership interest in any such affiliated Chinese entities. See Item 7.B. “Related Party Transactions,” and Item 4.C. “Information About the Company — Organizational Structure.”

As part of our strategy to enhance our growth through opportunistic acquisitions and strategic investments and streamline our business focus through certain divestments, we have completed the following in ~~recent years:~~
the past year:

In ~~June 2004,~~April 2007, we ~~entered into an agreement to acquire 100%~~acquired Shanghai Saiyu, which provides WAP, multimedia messaging service (“MMS”), IVR and SMS services on the China Mobile network throughout China, in exchange for $3.2 million in cash.

In April 2007, we completed our acquisition of ~~the~~a 30% equity interest ~~of Beijing Network, which offers 2.5G services through China Mobile. Beijing Network is 50% and 50% owned by two individuals~~ in ~~China, Li Xun and Hongmei Peng.~~

In March 2005, we entered into an agreement to acquire 100% of the equity interest of Beijing Hutong, which is an IVR service provider through China Mobile. Beijing Hutong is 50% and 50% owned by two individuals in China, Wenqian Xu and Yi Cai. In the same month, we also entered into an agreement to acquire 100% of the equity interest of Guangzhou Piosan Information Technology Co., Ltd. (“Guangzhou Piosan”),New Run, which is a ~~provider~~leading record label in China. We paid a total of ~~multimedia messaging services, or Multimedia Messaging Services (MMS), through China Mobile. After transferring all tangible~~$2.45 million in cash for such interest, which consideration is subject to adjustments based on the financial performance of New Run’s business in the one-year period following the closing of the acquisition.

In April 2007, Freeland Music acquired a 51% equity interest in Fly Songs, a well known performance and ~~intangible assets~~concert promotion company in Beijing, in exchange for $0.2 million in cash. Our management believes that Fly Songs has established key relationships with leading domestic and ~~related liabilities~~international music companies and music industry participants, which has enabled it to organize various concerts and performances for leading artists. In November 2007, for example, Fly Songs organized the financially successful “The Year of ~~Guangzhou Piosan~~Jacky Cheung World Tour 2007” in Mianyang, a city located in Sichuan Province, China.

In June 2007, we completed our acquisition of a 65% equity interest in Secular Bird, which is a record label in China. We paid a total of $0.4 million in cash for this interest, which is subject to ~~Hurray! Solutions,~~adjustments based on the financial performance of Secular Bird during the one-year period following the closing of the acquisition.

In April 2007, we ~~subsequently sold Guangzhou Piosan in February 2006 to streamline our corporate structure.~~

~~In September 2005, we entered into an agreement to acquire Beijing Hengji Weiye,~~acquired Henan Yinshan, which provides SMS services through China ~~Mobile. Beijing Hengji Weiye~~Mobile and China Unicom, in exchange for $0.9 million in cash.

In 2007, we signed an agreement to sell our software and systems integration (“SSI”) business unit, Hurray! Times Communications (Beijing) Co., Ltd. (“ Hurray! Times Communications”), to a subsidiary of Taiwan Mobile, a leading telecomunications service provider in Taiwan. With this sale we were able to focus on our music and other entertainment services. We disposed the SSI business unit on August 1, 2007, when Taiwan Mobile assumed control over the management and assumed the risks of this business. The consideration we are to receive for the sale is ~~50%~~approximately $4.8 million, of which a certain amount is contingent upon the collection of accounts receivable of SSI business outstanding as of August 1, 2008.

In November 2007, we announced the signing of an agreement to merge with Enlight Media Ltd., a private entertainment content and ~~50% owned by two individuals~~distribution company in China, ~~Xiaoqing Guo~~in an all stock transaction. That agreement was subsequently terminated in March 2008 due to a divergence in business strategies and ~~Hong Pan.~~
a mutual determination that a combination would not be in our mutual interests.

~~In December 2005, we agreed~~B. Business Overview

Introduction

We are a leading online distributor of music and music-related products such as ringtones, ringbacktones (“RBT”), and truetones to ~~acquire Shanghai Magma, which is a Java™ game developer and publisher in China. Shanghai Magma is 50% and 50% owned by two individuals~~mobile users in China ~~Yi Zhang~~through the full range of WVAS platforms over mobile networks and ~~Aiqin Shang. For accounting purposes, we obtained effective control over Shanghai Magma in January, 2006, and began consolidating it into our financial statements from that date.~~

~~In February 2007, we agreed~~through the Internet. Our company also provides a wide range of other WVAS to ~~acquire Shanghai Saiyu, which provides WAP, MMS, IVR and SMS services on China Mobile network throughout China. Shanghai Saiyu is 50% and 50% owned by two individuals~~mobile users in China, ~~Yuqi Shi~~including games, pictures and ~~Liang Ruan.~~

In November 2005, in order to implement our music strategy which is discussed below under “—Business Overview,” we formed a new affiliated Chinese entity, Hurray! Digital Music, whose name was changed to Hurray! Digital Media. Hurray! Digital Media is owned by three of ouranimation, community, and other ~~affiliated Chinese entities, Hurray! Solutions, Beijing Hutong~~media and Beijing Network. Subsequently, in November and December 2005 and November 2006, Hurray! Digital Media agreed to acquire 60% of the equity interest of Freeland Music, 51% of the equity interest of Huayi Brothers Music and 30% of the equity interest of New Run, respectively, three top-tier domestic independent record companies in China which engage in artist development, music production and music distribution. In March 2007, Hurray! Digital Media also agreed to acquire 65% of the equity interest in Secular Bird. For accounting purposes, we obtained effective control over Huayi Brothers, Freeland Music, New Run and Secular Bird in December 2005, January 2006, April 2007 and June 2007, respectively, which represent the dates on which we began to consolidate such entities into our financial statements.

~~B. Business Overview~~

~~Introduction~~

entertainment services. We are also a leader in artist development, music production and offline distribution in China through our affiliated music companies Huayi Brothers Music, Freeland Music, New Run, Secular Bird and ~~Secular Bird. We are also a leading online distributor of music and music-related products~~Fly Songs.

Traditionally, we focused on marketing directly through mobile operator’s provided services such as ~~ringtones, ringbacktones,~~SMS and ~~truetones~~WAP. Due to ~~mobile users~~regulatory and policy changes by the MII and the telecom operators, operator channels have become increasingly unavailable and subject to sudden changes in ~~China through~~policies by the ~~full range~~telecom operators. Since 2005, we have diversified our marketing and promotion channels and developed direct media advertising, Internet marketing alliances; and handset vendor partnerships, as well as offline channels such as record stores and convenient stores.

We have restructured our business into four main business lines in an effort to better align our corporate strategies and objectives. The four major business lines are WVAS, E-Marketing, Offline Channel and Digital Media. Since we only began offering our E-Marketing services in early 2008 and our Offline Channel business line is still under development, both lines of ~~wireless value-added services platforms over mobile networks and through~~business are included under our WVAS segment in our financial statements included in this annual report. The business line of Digital Media is under the ~~Internet. The company also provides a wide range~~segment of ~~other wireless value-added services to mobile users~~Recorded Music in ~~China, including games, pictures and animation, community, and other media and entertainment services.~~
We also design, develop, sell and support service provisioning and management software, called VASPro, which enables mobile operators to manage a variety of functions, related to the sale of 2.5G services by third party service providers through mobile operators’ WAP portals.
our financial statements included in this annual report.

Our ~~Wireless Value-Added~~WVAS Services

We derive most of our revenues from ~~wireless value-added services~~WVAS, which ~~include~~includes 2G services such as SMS, IVR and RBT, and 2.5G services such as WAP, MMS, and Java™.

Our WVAS business line consists mainly of the following product lines:

SMS Services
. SMS is the largest and most mature wireless value-added service in China. It is the most basic form of mobile messaging service and is supported by substantially all mobile phone models currently sold. We have focused our activities in SMS on our strongest core services to maximize our revenues. These core services include chat and other community services, interactive television entertainment, quizzes and games. Users can purchase our SMS services through the ~~network~~networks of China Mobile and China Unicom by responding to our broadcast messages advertising our services, or sending us a request via SMS using a specific code. ~~These core services are:~~

~~Chatting and other community services,~~

~~Interactive television entertainment, quizzes and contests, and~~

~~Games.~~

IVR Services

~~Our Interactive Voice Response (IVR)~~. IVR services ~~which~~ are available on the networks of China Mobile, China Unicom, China Telecom and China Netcom, and include chat services whereby users can chat with each other live over their mobile handsets in wireless public chat rooms. We believe this service is attractive to young mobile users in China as a cost-effective way to speak with their

friends and to make new friends, although it may be less useful for business purposes because conversations in these chat rooms are open to anyone. Users can also utilize our IVR services to access music, greetings from famous Chinese celebrities, jokes and serial stories, such as detective stories, from their mobile phones or send this content to the mobile phones of their friends or others.

RBT Services
. We offer ~~Ring Back Tone (RBT)~~RBT services on the networks of China Mobile, China Unicom and China Telecom. RBT services allow a mobile phone user to customize the ~~sound~~ringtone that callers hear when ~~ringing~~calling the user’s mobile phone. We offer a variety of entertaining content including pre-recorded messages, movie dialogues and soundtracks and a wide range of classical and popular music. RBT services are currently available on all 2G mobile ~~phones, and we believe that they present significant growth potential. In particular, it is~~phones. They are also one of the most effective platforms for mobile music products, which ~~has~~have become one of our strategic focuses. Accordingly, we believe that they present significant growth potential.

WAP ~~Services~~Services.
We offer our ~~Wireless Application Protocol (WAP)~~WAP services through China Mobile’s and China Unicom’s networks. WAP allows users to browse content on their mobile phones so that users can request and receive information in a manner similar to accessing information on Internet web sites through personal computers. The majority of our 2.5G services are WAP services and ~~include:~~
~~Ringtone~~include ringtone downloads,
~~Picture~~ picture downloads,
~~Community~~ community services,
~~Games,~~
~~Pop~~ games, pop culture,
~~News~~ news and finance and
~~Personal~~ personal information management ~~service.~~
services.
MMS ~~services~~Services
. We offer ~~Multimedia Messaging Services (MMS)~~MMS services on China ~~Mobile~~Mobile’s and China Unicom’s networks. MMS is a messaging service that allows multimedia content such as ~~ringtone~~ringtones and pictures to be transmitted in a single message, compared to simple text via SMS. MMS can be downloaded on many 2.5G mobile phones in China, and is an effective way for mobile users to send and receive messages that contain sizeable multimedia content such as ringtones, pictures and animation.
Java™ Games.
We offer a range of in-house developed games based on the Java^™ platform, which offers an effective way to create sophisticated 2.5G games. In April 2004, we launched our first Java^™ game through China Mobile’s WAP portal. ~~In the fourth quarter of 2005, we agreed to acquire~~Our affiliated Chinese entity, Shanghai Magma, is a top tier Java^™ game developer and publisher in ~~China. Shanghai Magma has~~China with over 200 titles of Java^™ games and ~~has~~ a large pipeline of new games under development. ~~This acquisition has enabled us to become one of the leaders in China in Java~~^™ ~~game development and publishing.~~ We anticipate that the popularity of Java^™games will accelerate in the next several years, especially after the launch of 3G services. In ~~2006,~~2007, we launched 4753 new titles on China Mobile’s game portal, including ~~“Explorer”,~~“Speed Race Go-Kart,” “Magma Millionaire Shanghai Tour,” and “Extreme Speed.”
Our E-Marketing Services
Beginning in ~~Shanghai”, “Sword~~January, 2008, we began providing customized Internet and mobile phone solutions and support to assist businesses and governmental institutions in interacting with, managing, and marketing to their target customers and constituents through the Internet. Such services include performance-based Internet and mobile phone advertising solutions, search, corporate email, Internet and mobile phone customer relations management, interactive sales, classified marketing, e-advertising and product marketing. We assist our clients in identifying a targeted customer or user base, devise a customized Internet and mobile phone based strategies for reaching that base and implement such strategies by drawing upon our knowledge of ~~Fairy”,~~internet and ~~“Mice Love Rice.”~~
~~We distribute, market~~mobile phone technologies, internally developed Internet applications and ~~promote~~existing relationships with various Internet based distribution and on-line marketing channels.
Our Offline Channel Business
Our offline channel business line is a new business and strategic initiative that we are undertaking with the aim of further expanding the methods by which our ~~wireless valued-services via a diverse range of channels and platforms. Traditionally, we focused on marketing~~customers can directly ~~through mobile operator’s provided services~~access our products, such as ~~SMS~~our digital music, games, pictures, and ~~WAP. Due to regulatory~~other interactive media and ~~policy changes by the MII and the mobile operators, operator channels have become increasingly unavailable and subject to sudden changes in policies by the mobile operators. Since 2005,~~entertainment services. Through our offline channel business, we have ~~diversified our marketing and promotion channels and~~internally developed ~~direct media advertising, Internet marketing alliances, handset vendor partnerships, as well as~~distribution software which will enable mobile phone users to download various digital entertainment services through offline channels, such as record stores and ~~convenient~~convenience stores. ~~Although these new marketing~~Our offline channel business will enable us to sell our products without relying on the telecom operators for delivery, billing and ~~promotion methods can~~collection. Furthermore, this business line will not be ~~costly, we~~regulated by the policies and guidelines of the telecom operators or subject to their fees. We believe ~~that marketing diversification has helped reduce~~this strategic initiative is an important part of our ~~dependency on using operators~~efforts to ~~promote~~continue growing our ~~wireless value-added services and provides new methods to expand our business.~~
WVAS business over the long term. Our ~~Music Development, Production and Distribution~~offline channel business is currently under development.
Our Digital Media Business
The music industry in China has suffered from serious piracy issues for many years. Our management estimates that for every dollar of copyrighted CD sales, there are approximately ten dollars of pirated CD sales in China. Consequently, the industry is relatively small and fragmented, with over one hundred record companies of various sizes in China. Our management further estimates that major international record companies such as Warner Music, Universal, EMI and Sony BMG ~~accounted~~account for approximately 30% of the market in China in terms of revenues in recent years, approximately one dozen Hong Kong- and Taiwan-
based independent labels such as Empire International, Rock Music, Linfair, H.I.M and Ocean Butterfly ~~accounted~~account for approximately 20% of the market, six top tier domestic independent labels such as Taihe Rye, Huayi Brothers Music, the Freeland Group, Zhushu and New Run ~~accounted~~account for approximately 20% of the market, and approximately eighty second or third tier domestic independent labels ~~accounted~~account for the remaining 30% of the market. Due to piracy issues, record companies in China have traditionally relied on revenues not only from CD sales, but also from concert tours and corporate sponsorship.
~~We believe that record~~
Record companies in China began in 2005 ~~began~~ to experience a rapid increase in revenues from sales of digital and mobile music rights to wireless value-added service providers (such as our company) and Internet music website operators. This music content can be used in such services as ringtones, ~~ringbacktones,~~RBT, and truetone downloads and playbacks over mobile and Internet platforms. To capture more of this market opportunity, many record companies in China are increasingly focused on building their wireless and Internet distribution channels, including by offering their own ~~wireless value-added services~~WVAS or working directly with ~~mobile~~telecom operators.
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Because music-related products are representing an increasingly significant portion of our total ~~wireless value-added services~~WVAS revenues and we have been licensing more and more music rights from record companies in China, we determined to become the first wireless value-added service provider to make a significant upstream investment in the music business by acquiring controlling or significant stakes in top tier local independent record companies in China. ~~Since the fourth quarter~~We have acquired a number of ~~2005, we acquired 51% of Huayi Brothers Music, 60% of Freeland Music, 30% of New Run,~~music companies with diverse and ~~65% of Secular Bird.~~complementary strengths. For example, Freeland Music is a pioneer in China in developing Internet-based singing ~~talents~~talent and distributing their music through offline CD distribution as well as through Internet and mobile distribution. Huayi Brothers Music is well known in China for ~~movie and~~ music production. New Run is well known for finding and developing new artists and music in China. Secular Bird has a relatively short history but has been successful in identifying and developing promising artists and producing top hit music. Our newest acquisition, Fly Songs, is well known for organizing various concerts and performances for top artists.

The acquisition of local independent record labels is an important part of our strategy to focus on building digital and mobile music production and distribution expertise and capabilities.
~~VASPro Services Provisioning and Management Software~~
We ~~design, develop, sell and support services provisioning and management software, called VASPro. We also provide system integration service~~further estimate that Hurray! Digital Media accounts for ~~VASPro. VASPro enables mobile operators to manage a variety of functions related to the provision of 2.5G services by third party service providers through mobile operators’ WAP portals. Some~~approximately 15% of the ~~principal functions supported by VASPro include the following:~~
•~~Billing.~~ ~~VASPro enables mobile operators to more accurately bill their customers for the services provided through their WAP portals and determine amounts paid to their service providers after the deduction~~market in China among domestic competitors in terms of ~~various service and network fees. The billing function for wireless value-added services is more complex than the billing function for voice services because~~revenues following our acquisition of ~~the wide range of wireless value-added services provided by a large number of service providers~~equity interests in ~~China. In addition, service providers rely on mobile operators to bill and collect on their behalf, using multiple billing schemes~~ such ~~as per-use, subscription or a combination of both.~~
VASPro also supports flexible billing functions that allow service providers to cross sell and differentiate their services by offering innovative promotion packages and service bundling to their users. For example, VASPro allows service providers to offer discount schemes, such as first ~~month free followed by billing and packaged services with more than one service and combined billing.~~
•~~Service provider management~~. VASPro allows mobile operators to easily manage their large number of service providers by providing a variety of functions, such as authentication of service providers when they first offer their services on mobile operators’ WAP portals, ongoing account management and automatic service provisioning, which eliminates service providers’ need to run such software in-house and thereby reduces their set-up time to link themselves to mobile operators’ WAP portals. VASPro allows mobile operators to authenticate, approve and link a new service provider in less than 24 hours.
•~~WAP portal management~~. VASPro allows mobile operators to manage the look and feel as well as functionality of their WAP portals. Some of the functions include advanced directory management, personalization of menus, which allows users to personalize the WAP menu displayed on their mobile phones, single sign-on, which enhances users’ ease of use by allowing them to avoid signing on each time they access a service on the WAP portal, and service subscription confirmation.
•~~Customer care and business intelligence tools~~. VASPro provides a variety of customer care tools to mobile operators, which include customer information management, service history, complaint history, blacklist management and customer web registration. In addition, mobile operators are provided with functions that can be used for business intelligence, such as data warehousing, integrated authorization and authentication, flexible multi-dimensional data analysis, analysis based on time, service, region and service provider, and several rich charting functions.
We assisted China Unicom in designing and building its WAP portals and are the sole provider of service provisioning and management software to China Unicom for its nation-wide WAP portal and to 12 of its provincial-level operators in key coastal and southern provinces. VASPro supported 100% of China Unicom’s WAP users on its nation-wide portal and more than 60% of its WAP users on provincial portals. Phases I, II, III and IV of the implementation of VASPro were completed in 2002, 2003, 2004 and 2005, respectively, and supported 0.5, 1.5, 5.0 and 15.0 million users, respectively. Commencing in the second half of 2005, we have been designing and building 2.5G WAP portals for China Unicom’s GSM (Global System for Mobile Communications) network which is being upgraded to 2.5G GPRS (General Packet Radio Service). We are also in trials with China Telecom to support its 3G wireless value-added services portal using a 3G-compatible version of VASPro.
tier domestic music companies.

Network Service Agreements with Telecom Operators

General

China Mobile and China Unicom are the predominant ~~mobile~~telecom operators. Given their market presence, our negotiating leverage with these ~~mobile~~telecom operators is limited, and our business is dependent on maintaining our relationships with them. See Item 3. “Risk Factors — Risks Related to Our Company— We depend on China Mobile, China Unicom and China ~~Unicom,~~Telecom, three of the ~~two principal mobile~~four major telecommunications network operators in China, for the major portion of our revenue, and any loss or deterioration of our relationship with China Mobile, China Unicom and China ~~Unicom~~Telecom, due to expected government imposed restructurings or otherwise, may result in severe disruptions to our business operations and the loss of ~~some or~~ a major portion of our revenue” and “— The termination or alteration of our various agreements with China Unicom, China Mobile and their provincial affiliates would materially and adversely impact our revenue and profitability.” Our ~~affiliates, including Hurray! Solutions, Beijing Cool Young, Beijing Palmsky, WVAS Solutions, Beijing Network, Beijing Hutong, Beijing Hengji Weiye and Shanghai Magma,~~affiliated Chinese entities have entered into network service agreements with the national and certain provincial offices of China Mobile and China Unicom to offer our various services through their networks. More recently, ~~they~~our affiliated Chinese entities have also entered into various agreements with China Telecom and China Netcom for the provision of certain of our services over their limited mobility networks in China. Each of these agreements with each mobile operator covers a specific geographic area and/or service type without overlaps.

For ~~2006,~~2007, we derived approximately ~~59%~~60%, 26%, 10% and ~~34%~~1% of our total revenues from customers through China Mobile, China Unicom, China Telecom and China ~~Unicom,~~Netcom, respectively.

The following is a summary of the material features of our contractual relationships with China Mobile, China Unicom and China ~~Unicom.~~
Telecom, the telecom operators from whom we derive most of our WVAS revenues.

Fee Arrangements and Other Payment Considerations

Our network service agreements with China Mobile permit China Mobile to deduct a service fee ranging from 9% to 30%, varying from province to province, from the amounts China Mobile receives from customers for our services. China Mobile relies solely on its records for calculating the amounts of these service fees. We also pay China Mobile a network fee to the extent that the number of SMS messages sent by us over China Mobile’s network exceeds the number of messages our customers send to us. The network fee is on average RMB0.05 ($0.006) per message. In some provinces, the amount of network fees may vary according to the volume of the net balance of such incoming and outgoing messages.

Our network service agreements with China Unicom provide that China Unicom directly bill customers who use our services and, for collecting these fees and for their network services, deduct a service fee from the aggregate amounts paid by customers for our services. These service fees range from 12% to 50% of ~~the~~ gross revenue ~~varying from province to province,~~ for amounts received by provincial operators of China ~~Unicom.~~Unicom and vary from province to province. If there is a discrepancy between our billing records and China Unicom’s billing records and the discrepancy is 5% or less of total amounts billable to our customers, the calculation of service fees is based on China Unicom’s billing records. If the discrepancy exceeds 5%, the agreements provide that we and China Unicom reconcile our records to address the discrepancy.

Our network service agreements with China Telecom ~~and China Netcom~~ permit ~~them~~it to deduct a service fee between 15% to 50% of ~~the~~ gross revenue, depending on the type of service, from the amounts ~~such mobile operators receive~~it receives from customers for our services.

Obligations with Respect to Our Services

We must obtain the approval of China ~~Unicom’s~~Unicom, China Mobile, or China ~~Mobile’s approval~~Telecom for our services and their pricing before these services can be offered on their network. Our contracts with China Mobile, China Unicom and China ~~Unicom~~Telecom vary in the specific obligations they impose, but they generally require, among other things, that the ~~mobile~~telecom operators maintain records regarding transmission and billing matters, collect fees from their customers and remit amounts owed to us and notify us of any customer complaints unrelated to network problems. In turn, we must provide prompt customer support, handle any complaints which are unrelated to the operator’s network and ensure that our content complies with applicable laws and regulations and the policies of the operators and that we have appropriate licenses. For some contracts, we must satisfy operational or financial performance criteria which are established by the mobile operator and modified from time to time.

Term and Termination and Other Material Provisions

The term of our contracts with China Mobile, China Unicom, and China ~~Unicom~~Telecom is generally one or two years. We typically renew these contracts or enter into new ones when the prior contracts expire, but on occasion, the renewal or new contract can be delayed by periods of one month or more. The agreements can also be terminated in advance for a variety of reasons which vary among the individual contracts with the operators, including, for example, when we breach our obligations under the contract, a high number of customer complaints are made about our services or we cannot satisfy the operational or financial performance criteria established by the applicable operator.

Generally, our contracts with the ~~mobile~~telecom operators are silent on the arrangements relating to payment from the operators in the event such contracts are not renewed. Payment and billing disputes, if any, will therefore be resolved in accordance with the provision in the contracts that the parties resolve disagreements through amicable negotiation (where such provision survives the termination of the respective agreements) or through court proceedings if amicable resolution cannot be reached.
~~Agreements~~

Music Copyright Agreement with ~~China Unicom for Software~~Telecom Operators and ~~System Integration Services~~
~~We provide to China Unicom’s headquarters~~Service Providers

General

Our affiliated music companies have entered into music copyright agreements with the national and certain ~~of its~~ provincial offices ~~for the construction~~of certain telecom operators, as well as various domestic service providers such as Kongzhong, Sina and ~~expansion of their WAP portals third party hardware~~Sohu, to authorize telecom operators and ~~software, system integration services, license~~service providers to use music copyrights of our ~~VASPro software~~affiliated music companies and ~~technical support~~distribute music from our artists through the portals, websites or platforms of the various telecom operators and ~~maintenance services.~~
service providers to allow end users to download the music. The following is a summary of the material features of our contractual relationships with the national and certain provincial offices of telecom operators and service providers.

Fee Arrangements

Our music copyright agreements with telecom operators and service providers are usually copyright purchase and use authorization agreements. Telecom operators and service providers will pay service fees ranging from 50% to 60% of gross revenue for amounts received by distributing the music through their network. In ~~late 2004, we entered~~some agreements, the amount of service fees may vary according to the popularity and commercial success of a music product and other various tangible and intangible factors.

Term and Termination and Other Material Provisions

The terms of our music copyright agreements with telecom operators and service providers are generally one or two years. We typically renew these contracts or enter into new ones when the ~~CDMA WAP (Phase IV) Equipment and Service Purchase Agreement with China Unicom’s headquarters. Under this~~prior contracts expire, but on occasion, the renewal or new contract ~~we provided third party hardware and software, our VASPro software and system integration services to China Unicom’s headquarters and WAP portals for the Phase IV WAP portal expansion,~~can be delayed by periods of one month or more. The agreements can also be terminated in ~~exchange~~advance for a ~~fixed fee. This project was completed~~variety of reasons which vary among the individual agreements, including, for example, when certain obligations are breached under the agreements.

Payment and billing disputes are resolved in ~~2005. In June 2005, we entered into a CDMA WAP (Phase I) Equipment and Service Purchase Agreement~~accordance with each of Shaanxi China Unicom and Shanxi China Unicom. Under these contracts, we provide third party hardware and software, our VASPro software and system integration services to Shaanxi China Unicom and Shanxi China Unicom for WAP portal construction,the provision in ~~exchange for a fixed fee. We will also provide technical support and maintenance and software updates after~~ the ~~installation of~~agreements that the ~~equipment.~~parties resolve disagreements through amicable negotiation or through court proceedings if amicable resolution cannot be reached.

Product and Content Development

Wireless Value-Added Services

We develop most of our content and applications for ~~wireless value-added services~~WVAS in-house through our ~~more than 200-member~~approximately 100-member product development team. Our product development team focuses primarily on developing new services such as WAP services and Java™ games, as well as developing 3G-compatible services.

In addition to in-house developed content, we also acquire rights to certain copyrighted content such as music, pictures, games, news and other information from a large number of content providers such as record companies, traditional media companies and original providers of news and information services. With the exception of music, content from international and domestic content providers has not contributed a significant portion of our 2G and 2.5G services revenues to date, and we do not expect it to do so for the foreseeable future. Nonetheless, we will continue to seek out content relationships with leading international and domestic content providers to further increase the variety of our services. Under our agreements with these content providers, we pay them a fixed licensing fee or a percentage of the revenue for our services, which we receive from the ~~mobile~~telecom operators after deducting service and network fees. For most of our agreements, the content providers receive ~~50%~~40% of such net amount, but in a few cases the providers receive between 40% ~~to 60%.~~
For music owned by third parties, we pay a royalty fee directly to the Music Copyright Society of China, which serves as the representative for all major international music companies to collect royalty fees for ringtone downloads and other wireless value-added services in China. As one of the largest service providers in China, we believe that we obtained more favorable terms with the Music Copyright Society of China than a number of our competitors, which we believe has enhanced gross margin for all our music-related services. Also, we50%.

We license music rights from international record companies such as ~~Sony-BMG~~Universal Music and ~~EMI.~~from domestic record companies such as Taihe Rye and Ocean Butterfly. In addition, some music content that we use in our services ~~such as Liangying Zhang’s first EP,~~ is provided by ~~Freeland Music, Huayi Brothers Music, New Run, and Secular Bid,~~ our affiliated music companies.

Music Production and Concert Promotion

We engage in music production through our affiliated music companies, Freeland Music, Huayi Brothers Music, New Run and Secular Bird. These companies are domestic record labels with an aggregate of approximately ~~100~~173 employees specializing in artist development, music production and music distribution. In addition, Freeland Music, Huayi Brothers Music, New Run and Secular Bird currently have a total of 3250 artists under contract.
~~Freeland Music, Huayi Brothers Music, New Run, and Secular Bird~~

Our affiliated music companies are ~~all~~ pioneers in developing music artists and producing and distributing their songs in China. Together, their portfolio of artists includes some of the most popular singers in China, such as Xiangxiang from Freeland ~~Liangying~~Music, Jane Zhang and Kun Yang from Huayi Brothers, ~~Long Pang~~Nan He Wen Dou from New Run, and ~~Qiang Wang~~Jing Han from Secular Bird. Many songs produced by our affiliated music companies are top hits in ringtones, ringbacktones and digital downloads on mobile phones and the Internet in China as measured by the number of downloads on both China Mobile’s music portal and ~~Baidu’s~~the music search platform of Baidu.com, Inc., an online search platform in ~~terms of number of downloads.~~China. For example, ~~Qiang Wang’s “Qiu~~“If This Love Continues” (Ru Guo Ai Xia Qu) by Jane Zhang, “White Fox” (Bai Hu) by Rui Chen, as well as “Autumn Is Not Coming Back” (Qiu Tian Bu Hui ~~Lai” received~~Lai) by Qiang Wang were among the ~~“Most Popular~~most popular songs on those services when they were released.

Many songs and albums produced by our affiliated music companies have also been honored in various music award ceremonies in Asia. For example “This Love” (Zhe Gai Si De Ai) by Jane Zhang was named a “Top 10 Golden Song” by the 2007 Hong Kong TVB8 Annual Awards and “Under the Starlight of Van Gogh” (Zai Fan Gao De Xing Kong Xia) by Wenjie Shang was named “Best Album of The Year” by Beijing Youth Weekly Magazine (BQ) in ~~2006” award~~December 2007.

In addition, Hurray! partnered with the Internet Society of China and successfully launched the “Passion for Internet” Theme Song at ~~the China Mobile M.Music Awards~~a charity event in January, ~~2007.~~
2008 dedicated to promoting the popularization of Internet usage in certain economically disadvantaged areas in western China. This charity event was the first of its kind for the Chinese Internet industry. Our senior management and artists participated in the charity alongside the senior management of well-known Chinese web portal companies, such as Tencent, Sina, Sohu and Shanda, generating substantial exposure for our company and our artists.

Pursuant to certain contractual arrangements, ~~with Freeland Music, Huayi Brothers Music, New Run and Secular Bird, which we entered into at the time of our investment in each of them,~~ Hurray! Digital Media has the exclusive right to license and distribute via digital channels, including wireless and Internet-based platforms, all music content of Freeland Music worldwide and all music content of Huayi Brothers Music, New Run and Secular Bird in mainland China. We have ~~however,~~also agreed to allow Freeland Music, Huayi Brothers Music, New Run and Secular Bird to ~~also~~ directly distribute their respective music content via digital channels, in order to maximize the value of our affiliated music companies’ record labels.

If Hurray! Digital Media licenses the music content of our affiliated music affiliates Freeland Music, Huayi Brothers Music, New Run, and Secular Bird to any of our non-music affiliates, then our music affiliates are entitled to receive a license fee from Hurray! Digital Media which is equal to 50% of the aggregate amounts paid by the mobile operators for the content, less any taxes paid by the affiliate and Hurray! Digital Media. If Hurray! Digital Media licenses the music content of our music affiliatescompanies to any other third party, then our affiliated music ~~affiliates~~companies are entitled to receive a license fee from Hurray! Digital Media, which is equal to the amounts paid by the third party to Hurray! Digital Media, less any taxes payable on such amount by Hurray! Digital Media and a ~~10-20%~~10% to 20% service fee which Hurray! Digital Media retains.

In addition, Freeland Music has entered into an agreement with the affiliates of the Freeland Group pursuant to which such affiliates have the exclusive right to publish and sell music tapes, records and CDs of Freeland Music in mainland China. The price paid by the affiliates of the Freeland Group is determined by Freeland Music, unless the affiliates disagree with such price in which case the price will be highest retail price for the products obtainable in the market. The Freeland Group affiliates have the right to determine the prices at which they sell the products to their customers, but they are required to ~~notify~~provide Freeland Music ~~as to~~information regarding sales prices, customer data and other sales related information. Huayi Brothers Music, New Run and Secular Bird handle the off-line distribution of their music content themselves.
~~Freeland Music, Huayi Brothers Music, New Run and Secular Bird~~

Our affiliated music companies enter into contracts with their artists ~~that~~which generally provide that the companies produce and publish a minimum number of albums and that the artist agree to certain advertising, promotional and public performance activities.
~~Software Products~~
~~Our 40-member software development team focuses on enhancing the available features~~

In April 2007, Freeland Music acquired a 51% equity interest in Fly Songs, a well known performance and ~~functions of our VASPro software, including improving its efficiency and reliability. We believe that our success~~concert promotion company in this area will depend, in part, on our ability to work with China Unicom and other mobile operators to develop and introduce new versions of VASPro that continue to address the needs of mobile operators in China and elsewhere. Sales of our VASPro software are also dependent on the overall growth of China Unicom’s 2.5G user base, which growth slowed in 2006. This team is also developing carrier management software which is 3G-compatible and is currently conducting trials with China Telecom to support its future 3G portals.
We focus on product reliability during all stages of our software development activities. We review quality and reliability data during our tests of each new version of VASPro and as part of our technical consulting services to China Unicom. Each of our software products undergoes, or will undergo, three test cycles, which are known as alpha, beta and production. We believe this testing allows us to improve the quality and reliability of our software products. In the alpha cycle, we test the samples of the products by simulating the use of the product in real-life environments. In the beta cycle, after the product has been validated in the alpha cycle, we send the product to third parties such as China Unicom who test the product in diverse environments and provide us with feedback. In the production cycle, after feedback from our beta testing, we make any appropriate changes and re-validate the functionality and performance of a product before it is implemented.
Beijing.

Sales and Marketing

Wireless Value-Added Services

We market and promote our ~~wireless value-added services~~WVAS and music-related products online and offline through channels controlled by the ~~mobile~~telecom operators in China as well as through non-operator channels such as direct media advertising, Internet marketing alliances, and handset vendor partnerships. We also sell and market our services through offline channels such as retail chains, convenience stores, newsstands, and large consumer goods outlets.

In addition, maintaining and expanding our relationships with China Mobile, China Unicom, China Telecom and China Netcom is central to our sales and marketing activities. Our management team utilizes its extensive experience in China to develop close ties with the key personnel of the ~~mobile~~telecom operators at the central and provincial levels. As of December 31, ~~2006,~~2007, we had ~~approximately 100~~63 sales and marketing professionals strategically located in 25 provinces and municipalities concentrated in the eastern and southern regions of China to work closely with the ~~mobile~~telecom operators at the provincial level, where pricing and important marketing and operational decisions are made. Our sales and marketing professionals also oversee our sales and marketing activities, which are conducted separately from the ~~mobile~~telecom operators. These highly motivated professionals, whose bonuses are tied to the revenues each member generates and collects, are supervised by eight regional centers which each have their own sales, marketing, operations and customer service personnel to provide prompt and responsive service to users and ~~mobile~~telecom operators.

Online Sales and Marketing

Our online sales and marketing activities include:

•

~~WAP~~Internet Marketing Alliances.We began creating Internet marketing alliances in 2005. Through these alliances, we work with tens of thousands of small, niche or vertical websites in China to market, promote and ~~SMS Pushes~~.distribute our WVAS products and content, particularly our music-related products, to Internet and mobile users. We ~~push WAP messages to mobile users promoting our WAP services operated by China Mobile and China Unicom, which pop up~~share a portion of the revenues generated with the operators of these websites when their users access ~~WAP portals. Such message placements are known as “WAP pushes.” We engage in SMS pushes as well~~ to ~~promote all of~~ our ~~services,~~website and place banner ads on China Unicom’s WAP pages from time to time. We are entirely dependent on the mobile operators to allow us to engage in WAP and SMS pushes and place banner ads on their networks. In recent years, the mobile operators have tightened control and approval of such promotional activities, which has limitedsubscribe for our ~~ability to conduct such promotions.~~

services.

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Handset Manufacturers Partnerships. Starting in 2005, we began partnering with major handset manufacturers to embed our services and service links into mobile handsets, which enables mobile users to directly access our services without having to go through the service portals operated by the telecom operators. We work with major global and domestic handset manufacturers such as Motorola, Sony Ericsson, LG, Legend, TCL and Konka.

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Bundling of Products. We bundle certain of our products, primarily 2.5G products, together for a single fixed fee that is lower than what would be payable if the user had ordered those products separately. We often use bundled products together with a free trial period to attract new users by giving them a free or low-cost 2.5G experience. We also use bundled products to attract users that are price sensitive. In addition, bundling can be an effective way to maintain user interest in our services because they can choose from a number of services without incurring additional incremental cost and also to expose users to the wide range of quality services that we offer. Because the content coverage and product quality of individual products are better than those of the bundled products, we have not experienced migration of high-use customers from individual services to the bundled products.

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Cross-selling. We cross-sell among our various 2G and 2.5G services. Specific cross-selling activities include placing a tool bar on the first page of all our games. This enables users to easily try our other games without needing to return to the main China Unicom WAP portal, as well as promoting our website to potential users as a fun, easy-to-access place to learn about and request our wireless content and applications. We also focus on cross-selling to users of our 2G services to migrate them to our subscription-based, premium 2.5G services.

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~~Internet Marketing Alliances.~~ In 2005, we also created Internet marketing alliances. Through these alliances, we work with tens of thousands of small, niche or vertical websites in China to market, promote and distribute our wireless value-added services, in particular music-related products, to Internet and mobile users. We share a portion of the revenues generated with the operators of these websites when their users come to our website and subscribe for our services.

•

~~Handset Manufactures Partnerships~~. Starting in 2005, we began partnering with major handset manufactures to embed our services and service links into mobile handsets, which enables mobile users to directly access our services without having to go through the service portals operated by the mobile operators. We work with major global and domestic handset manufacturers such as Nokia, Motorola, LG and TCL.

Offline Sales and Marketing

We also focus on offline sales and marketing activities, such as:

•

Direct Advertising. Starting in 2005, we began to increase our spending on direct advertising in print, radio and TV media to market and promote our ~~wireless value-added services.~~WVAS and music-related products. We believe that direct advertising is one of the most effective ways to market and promote our services to mobile users.

•

Promotional Events.We maintain important marketing relationships with China Mobile and China Unicom, through which a major portion of our services is provided. We host promotional events throughout China featuring our pop singers or latest releases ~~around China~~ with the ~~mobile operators at which~~telecom operators. At these events, we create brand awareness by interacting with consumers to educate them about our mobile music services. In addition, our promotion of our innovative services, such as our “mobile novels” which feature various popular PRC titles in electronic format that are delivered to the mobile phones of subscribers in installments, which service we believe was the first of its kind in China, has resulted in significant media attention.

•

Sales Co-promotion.We also focus on expanding our sales channels by developing integrated sales campaigns with traditional media companies and multinational corporations such as ~~Pepsi and Enlight Media.~~

R.A. Baileys & Co., a beverage company best known for its liqueur, Bailey’s Irish Cream.

•

Retail Promotion.We have also entered into partnerships with retailers of mobile handsets in some provinces, whereby the retailers’ sales staff introduces our services to buyers of new handsets and offers them a free trial. In some cases, we share the revenues generated through such promotions with the retailer.

Our Music Business

Record companies in China have traditionally generated revenues from offline CD distribution, concert tours and corporate sponsorship. Starting in 2005, record companies began to see rapid growth of a new revenue stream: music rights sales to Internet and ~~wireless value-added service~~WVAS providers for music-related products such as ringtones, ringbacktones, and MP3-quality truetone downloads or playbacks. In addition to marketing campaigns associated with major album or song releases, our ~~four~~ affiliated music companies, Freeland Music, Huayi Brothers Music, New Run and Secular Bird, focus their sales and marketing activities in the following four areas:

•

Online and mobile distribution.Our affiliated music companies have built dedicated teams to focus on licensing music rights to Internet and mobile services providers. Such licensing agreements typically involve an upfront minimum license fee, plus royalties paid to the record companies by the services provider based on usage. With the recent significant growth in the distribution of music via the Internet and ~~wireless value-added services~~WVAS and the increased attention by the Chinese government and business community to intellectual property protection, we believe that this new sales channel represents the largest growth potential for our ~~record~~affiliated music companies.

•

Concert tours.Record companies routinely organize concert tours from time to time for their major artists, either independently or together with partners or corporate sponsors. This is not only an effective way to raise the profile of our artists nationwide, but also to generate revenues from concert ticket sales and corporate sponsorship.

We believe that we have enhanced our capacity to organize concert tours through our acquisition of Fly Songs, a well known performance and concert promotion company in Beijing that has successfully organized various concerts and performances for leading artists including the “The Year of Jacky Cheung World Tour 2007.”

•

Corporate sponsorship.Frequently, the artists of our affiliated music companies appear in commercial advertising or serve as corporate image ambassadors on behalf of consumer products and services companies. Our affiliated music companies proactively seek out such opportunities to promote our artists and generate revenues from such corporate sponsorship.

•

Offline CD distribution.Upon launching a new album, our affiliated music companies will distribute the album in CD format through traditional offline channels, which primarily consists of the tens of thousands of retail stores in China ~~which specialize~~specializing in audio and video media products. As is customary in the industry, our affiliated music companies enter into distribution agreements with major offline distributors or retail chains. Such agreements typically include an upfront minimum license fee, plus royalties paid to the record companies based on sales. Offline CD distribution channels in China have been seriously affected, however, by piracy issues, and we believe that only a small portion of all CD sales in China are from copyrighted sales which generate royalty payments for the record companies.

~~Our Software Products~~

China Unicom and 12 of its provincial affiliates are the current customers for our VASPro software. We work to maintain our relationships with these customers and seek to establish new relationships with more of China Unicom’s provincial offices. We use our sales and marketing team and strive to maintain constant contact between our software development and technical teams and China Unicom in the course of providing technical consulting services for our VASPro software. We believe that our close working relationship with China Unicom creates a virtuous cycle, whereby we are able to continuously learn more about China Unicom’s needs and plans for its wireless value-added services platform and, as a result, improve our software to satisfy those needs and plans. This in turn reinforces China Unicom’s willingness to continue to rely on us as its WAP user base grows and it has to license additional software.28

Through our sales and marketing team and our software development team, we have also initiated contact with China Telecom, China Netcom and other companies that may receive mobile licenses in the near future to build a relationship with those parties and market our software for their networks.

Customer Service

We work to provide high quality customer service. This is an important factor for maintaining our relationships with the telecom operators in China ~~Mobile and China Unicom~~ as discussed above in “— Network Service Agreements with Operators.” Our dedicated customer service center in Beijing provides our users real-time support and employed ~~approximately 80~~33 customer service representatives as of December 31, ~~2006.~~2007. We strive to achieve the fastest response times and highest customer satisfaction levels in the industry. Our centralized customer service center is supported by our local customer service teams located in our four regional offices. We also maintain a dedicated billing and collection center, which works with the various offices of the ~~mobile~~telecom operators to ensure that we receive the correct fees for our services provided over their networks.

Infrastructure and Technology

We have developed a reliable, flexible and scalable platform with open and adaptive technology through which we:

~~develop and deliver our 2G and 2.5G services which are provided through networks of China Mobile, China Unicom, China Telecom and China Netcom,~~

	•		develop and deliver our 2G and 2.5G services which are provided through networks of China Mobile, China Unicom, China Telecom and China Netcom, and

	•		maintain our internal billing and transmission records.

~~design and develop our software products, as well as provide our technical consulting services, to China Unicom in connection with the VASPro software we license to it, and~~

~~maintain our internal billing and transmission records.~~

Our platform supports multiple protocols, networks and billing solutions, with high scalability, load balancing, intelligent session management, and performance measurement. It also allows us to monitor our services and their delivery to the ~~mobile~~telecom operators’ networks on a real-time basis, which allows us to optimize the efficiency of our system and quickly address any problems. The platform is equipped with an open application interface for rapid connectivity by third party content providers and access to multiple channels for SMS, IVR, ~~ringbacktone,~~RBT, WAP, MMS, Java™ and Web connectivity.

Our user database, which operates on our proprietary software and is an integral part of our platform, allows us to store, analyze, retrieve and compare various statistical information and to identify relevant trends. This database also supports our customer service activities by providing our service professionals with real-time user data and information regarding service delivery and billing. In addition, our platform can rapidly schedule, deploy and manage WAP pushes and SMS pushes to promote our services.

Our website and services are made available primarily through network servers located in the facilities of China Telecom, China Netcom, China Unicom, and China Mobile. Such network servers run on either Unix^™, Windows^™, or Linux^™-based operating systems.

Competition

Wireless Value-Added Services

The market for ~~wireless value-added services~~WVAS in China is highly fragmented with more than 1,000 service providers. Wireless service providers in China can be principally categorized into ~~three~~four groups. The first group is comprised of companies like ours, which focus primarily or entirely on this market and offer a wide range of 2G and/or 2.5G services. These include companies such as Tom Online, KongZhong, and Linktone. This group of competitors is generally characterized by strong market knowledge and, in some cases, well developed relationships with the ~~mobile~~telecom operators on a provincial and national basis. Companies in this category also tend to focus on entertainment-related services.

The second group is comprised of the major Internet portal operators in China, including publicly-listed companies such as SINA, Sohu and Tencent. The Internet portals leverage their strong brand names and their existing strength in aggregating content, marketing and cross-selling wireless services to their established Internet user base.

The third group is comprised of smaller service providers such as privately owned Rock Mobile and A8, who like us are focused on music-related products.

The fourth group is comprised of the telecom operators. In 2006, China Mobile began operating its own music WAP portal and procuring music content direct from music ~~companies directly.~~companies. This development has made China Mobile a competitor for offering music content through WAP services. Some of this competitive effect, however, has been mitigated by the fact that China Mobile has purchased music from our affiliated music companies. China Mobile also began the practice of only including links to its own WVAS offerings on the embedded menus of mobile handsets with customized software for China Mobile users while excluding links to products from third party WVAS service providers like us. Such practices have adversely affected our revenues. Our business would likely be adversely affected if the telecom operators decide to directly provide additional WVAS to mobile phone users, which compete with our services. In that case, we would not only face enhanced competition, but could be partially or completely denied access to the networks of these telecom operators which would adversely affect our revenue from WVAS.

Our Music Business

In our music business, we face significant competition from two groups of competitors. The first group includes traditional record companies, which are extending downstream to establish their own ~~wireless value-added services~~WVAS or Internet services companies in China. These companies include international record companies such as Warner Music, Universal, EMI and Sony BMG and independent labels based in Hong Kong, Taiwan, and mainland China such as Taihe Rye, Rock Music, Ocean Butterfly, and Zhushu. In comparison to our affiliated music companies, many of these competitors have longer operating histories in China and have accumulated larger libraries of songs and pools of popular artists. They also generally have more experience, expertise, resources and management capacity than us in the artist development and music production field.

The second group of competitors includes ~~wireless value-added services~~WVAS providers such as Rock Mobile, a subsidiary of Rock Music, and A8, which have recently focused on music-related products and extended upstream to establish their own music production businesses in China. We believe that both Rock Mobile and A8 have recently acquired additional capital to accelerate the implementation of their music strategies, and may pose a significant competitive challenge to us in the long-run.
~~Software and System Integration Services~~
We do not compete in the general software and system integration services market in China but specialize in designing, developing, selling and supporting VASPro, our service provisioning and management software for 2.5G services. We are the sole provider of this type of software to China Unicom for its nation-wide WAP portal and to 12 of its provincial-level operators for both its CDMA (Code Division Multiple Access) 1x and GPRS networks. We currently do not have any other customer for our software and system integration services.
We face significant competition to provide the software and related system integration services for China Unicom’s WAP portals. Our competitors include major international software companies such as Microsoft, traditional telecommunications companies such as Motorola and NEC, major software and professional services companies such as Hewlett-Packard and IBM, and local software developers and telecommunications companies such as Aspire, Huawei and ZTE. We believe that we will continue to face significant competition from these companies in the market for software we intend to develop in the future, such as software for 3G services and video streaming. Currently, we are competing with Huawei, Alcatel and Ericsson in our ongoing 3G portal system trial with China Telecom.
All of our competitors have greater market share worldwide and financial resources than we do. These established software and telecommunications companies are better positioned to finance research and development activities relating to 2.5G and 3G. They are also able to provide a wider range of products and services for a greater spectrum of media and have greater resources with which to purchase additional technologies or acquire other companies. In particular, while we are still the only provider of services provisioning and management software for China Unicom’s nation-wide WAP platform, both we and Microsoft have been engaged by China Unicom to provide integration services for different portions of China Unicom’s Phase IV expansion of its nation-wide WAP portal. In previous phases, we had provided all such services, and it is possible that Microsoft or other third parties that China Unicom engages for future expansions could use such engagement to begin selling their own services provisioning and management software to China Unicom.
Please refer to “Risk Factors — Risks Related to Our Company — Additional Risks Related to Our Company — We face intense competition, which could cause us to lose market share and materially adversely affect our business and results of operations” for a more detailed discussion of the risks we face from our competitors.

Government Regulation

The following is a summary of the principal governmental laws and regulations that are or may be applicable to companies such as ours in China. The scope and enforcement of many of the laws and regulations described below are uncertain. We cannot predict the effect of further developments in the Chinese legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of laws, particularly with regard to 2G and 2.5G services, which is an emerging industry in China. For a description of the regulatory risks related to our business, please see “Risk Factors — Legal Risks Related to Wireless and Internet Services — The telecommunication laws and regulations in China are evolving and subject to interpretation and will likely change in the ~~near~~ future. If we are found to be in violation of current or future Chinese laws or regulations, we could be subject to severe ~~penalties”; “Risk Factors —~~penalties;” “— Legal Risks Related to Wireless and Internet Services — The regulation of Internet website operators is also new and subject to interpretation in China, and our business could be adversely affected if we are deemed to have violated applicable laws and ~~regulations”;~~regulations;” and ~~“Risk Factors —~~“— Risks Related to Our Company — Additional Risks Related to ~~our~~Our Company — Our corporate structure could be deemed to be in violation of current or future Chinese laws and regulations, which could adversely affect our ability to operate our business effectively or at all.”

Regulation of Telecommunication Services

The telecommunications industry, including certain 2G and 2.5G services, is highly regulated in China. Regulations issued or implemented by the State Council of China, the MII and other relevant government authorities cover many aspects of telecommunications network operation, including entry into the telecommunications industry, the scope of permissible business activities, interconnection and transmission line arrangements, tariff policy and foreign investment.

The principal regulations governing the telecommunication services we provide in China include:

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Telecommunications Regulations(2000), or the Telecom Regulations, and theAdministrative Measures for Telecommunications Business Operating License(2002), or the Telecom License Measures. The Telecom Regulations categorize all telecommunication services businesses in China as either infrastructure telecommunication services businesses or value-added telecommunication services businesses. The latter category includes WAP, SMS and other 2G and 2.5G services. Under the Telecom Regulations, certain services, ~~are classified as being of a value-added nature and require the commercial mobile operator of such services to obtain an operating license,~~ including online data processing and transaction processing, call centers and Internet ~~access.~~access, are classified as being of a value-added nature and require a commercial mobile operator to obtain an operating license in order to provide such services. The Telecom Regulations also set forth extensive guidelines with respect to

different aspects of telecommunications operations in China. Under the Telecom License Measures, an approved value-added telecommunication services provider must conduct its business in accordance with the specifications recorded on its value-added telecommunication services operating license. ~~Each~~Certain of our affiliates, Hurray! Solutions, Beijing Palmsky, Beijing Network, Beijing Hengji Weiye, Beijing Hutong, ~~and~~ Shanghai Magma, ~~has~~Shanghai Saiyu and Henan Yinshan, have been granted an inter-provincial value-added telecommunication services operating license for mobile information services (excluding fixed line information and Internet information services) by the MII that permits it to conduct nation-wide operations. Our affiliate, WVAS Solutions, has been granted a value-added telecommunication services operating license issued by the local Beijing Municipal Telecommunications Administration Bureau. This license may not be sufficient to authorize WVAS Solutions to provide value-added telecommunication services on a national basis.


	•		Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (2002), or the FI Telecom Regulations. The FI Telecom Regulations set forth detailed requirements with respect to capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecom enterprise. Under the FI Telecom Regulations, a foreign entity is prohibited from owning more than 50% of the total equity in any value-added telecommunication services business in China. To comply with these restrictions, we have entered into a series of agreements with ~~nine~~each of our affiliated Chinese entities and their respective shareholders. We hold no ownership interest in any such affiliated Chinese entities.

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Notice on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services(2006). Under this notice, an operating company holding a value-added telecommunications license (and not its shareholders) must own all related Internet domain names and registered trademarks. In addition, such company’s business site and equipment should comply with its approved licenses, and the company should establish and audit its internal Internet and information security policies and standards and emergency management procedures. To comply with these requirements, we transferred certain domain names and are in the process of transferring certain trademarks from our subsidiary, Hurray! Times to our affiliated companies Hurray! Solutions, Beijing Palmsky and Beijing Hutong.


	•		Notice ~~concerning~~Concerning Short Message Services(2004), ~~or the Notice.~~ Under ~~the~~this Notice, ~~mobile~~telecom operators may only cooperate with licensed information service providers for SMS. ~~The~~This Notice sets forth requirements for provision of SMS by information service providers with respect to pricing, content and method of service provision. Certain types of SMS require customer’s explicit confirmation on acceptance of charges before such services could be billed for. ~~The~~This Notice also sets forth a high standard for customer services provided by information service providers and requires the service providers to provide an easy and clear cancellation mechanism for their customers to cancel subscribed services.


	•		Notice ~~concerning~~Concerning the Pricing and Billing of Mobile Information Services(2006). Under this notice, the pricing and billing of ~~wireless value-added services~~WVAS must be accurate, clear and fair. In addition, a wireless value-added service provider cannot charge a customer unless the customer responds to two customer requests, and it must maintain detailed invoices for each customer for more than five months. In turn, the ~~mobile~~telecom operators are required to first deal with customer complaints, requests for refunds and related matters. ~~The deadline for compliance with~~

	•		Notice Concerning the Billing of Telecommunications Services(2007). Under this notice, ~~was March 1, 2007.~~ no telecommunication enterprise may activate any service or function directly connected to their platforms, such as call reminder and voice inbox functions, unless the customer affirmatively consents to subscribing to them. For any free trial service subscribed by the mobile phone user, upon expiration of the free trial period, service providers may not charge the mobile phone user any fee for such service or function until the user re-confirms that it wishes to continue such service or function. When a customer calls the customer support line of a service provider, the service provider is prohibited from charging the customer a fee for such call unless the customer expressly confirms its consent to such charge regardless of whether automated or live support is provided. If automated support is provided, the customer is required to be furnished with pricing and billing information through a free voice notice.

In addition to regulations promulgated at the national level by the Chinese government, several provincial governments have issued provisional regulations requiring SMS service providers to obtain licenses from or register with Telecommunications Administration Bureau at the provincial level before providing SMS service within the province.

Regulation for Internet ~~publication.~~Publication.The State News and Publications Agency of the PRC, or the SNPA, is the government agency responsible for regulating publishing activities in China. On June 27, 2002, the MII and the SNPA jointly promulgated theInternet Publication Tentative Administrative Measures, or the Internet Publication Measures, which took effect on August 1, 2002. The Internet ~~Publishing~~Publication Measures require Internet publishers to secure approval from the SNPA to conduct Internet publication activities. The term “Internet publication” is defined as an act of online dissemination where Internet information service providers select, edit and process works created by themselves or others (including content from books, newspapers, periodicals, audio and video products, electronic publications, and other sources that have already been formally published or works that have been made public in other media) which they then post on the Internet or transmit to users via the Internet for browsing, use or downloading by the public. We currently do not conduct any Internet publication business. The SNPA and the MII have not specified whether the approval required by the Internet Publishing Measures is applicable to the dissemination of works through SMS, WAP, Java^™, IVR or other wireless technologies. If, in the future, the SNPA and the MII confirm that the Internet Publishing Measures apply to wireless value-added telecommunication services operators or issue new regulations or rules regulating publishing through SMS, WAP, Java^™, IVR or other wireless technologies, we may need to apply for a license or permit from relevant governmental agencies in charge of publishing. We ~~can not~~cannot assure you that such application would be approved by the relevant governmental agencies.

Regulation for Internet ~~news dissemination.~~News Dissemination.On November 7, 2000, the State Council News Office and the MII promulgated the Internet News Measures, under which websites established by non-news organizations may only publish news released by certain official news agencies. In order to disseminate news, such websites must satisfy the relevant requirements and have acquired the requisite governmental approval. We currently do not conduct any online news dissemination business. The State Council News Office and the MII have not specified whether the Internet News Measures apply to the dissemination of news through SMS, WAP, Java^™, IVR or other wireless technologies. If, in the future, the State Council News Office and the MII clarify that the Internet News Measures apply to wireless value-added telecommunication services operators or issue regulations or rules regulating wireless news dissemination, we may need to apply for a license or permit from governmental agencies in charge of news dissemination. We cannot assure you that such application would be approved by the relevant governmental agencies.

Regulation for Internet ~~games~~Games and ~~culture activities.~~Culture Activities.On May 10, 2003, the Ministry of Culture of the PRC, , or the MCC, promulgated theInternet Culture Administration Tentative Measures, or the Internet Culture Measures, which came into effect as of July 1, 2003. Pursuant to the Internet Culture Measures, if an Internet content provider engages in “Internet culture ~~activities”,~~activities,” which include, among other things, online dissemination of “Internet cultural products” such as gaming products, the provider is required to obtain a license for Internet Culture Business Operations from the MCC in accordance with the procedures set forth in the Internet Culture Measures. Hurray! Solutions ~~has been~~and Beijing Hutong were granted such a license in August 2004 ~~pursuant to the Internet Culture Measures by the MCC~~and December 2007, which license permits itthem to conduct an Internet games business.
~~Regulation for system integration.~~ On January 1, 2000, the Provisional Rules on Computer Information System Integration Qualification was promulgated by the MII. The MII is responsible for regulating computer information system integration. The Computer Information System Integration Qualification Certification Committee established under the supervision of the MII is the specific governmental agency in charge. Pursuant to this regulation, an entity must obtain a qualification certificate for system integration to provide computer information system integration services and in turn, anybody planning to install computer information systems shall only engage entities with an appropriate qualification certificate. Historically, qualification certificates have not been required generally in the market for system integration services or by our principal customers. No specific penalties for non-compliance are provided under this regulation. Nevertheless, Hurray! Times obtained this certification in October 2005.
~~Regulation for software products registration.~~ The MII is the government agency responsible for regulating software development, production and sales activities in China. On October 27, 2000, the MII promulgated the Software Products Administrative Measures, which took effect on the same day. The Software Products Administrative Measures require that all software products be registered and filed with government delegated entities before being sold in China. Historically, proof of registration has not been required generally in the market for our software products or by our principal customers. The Software Products Administrative Measures provide that failure to register software can result in the MII issuing a warning and publishing the name of the entity failing to register. We registered versions 5.4.0 and 7.0 of our VASPro software with the Beijing Municipal Science & Technology Commission in July 2004 and June 2006, respectively.

Regulation of Music Production

The music industry, including the traditional record companies and the more recent digital music providers, is highly regulated in China. Laws and regulations issued or implemented by the ~~National People’s Congress, or the~~ NPC; the State ~~Council;~~Council of China; the National Copyright Administration of China, or the NCAC; the MCC, the MII; and other relevant government authorities cover many aspects of the industry, including entry into the market, scope of permissible business activities, interconnection and transmission line arrangements, tariff policy and foreign investment.

The principal laws and regulations governing the music business in China include:

~~Copyright.~~Copyrights.Under the PRC’s Copyright Law (1990), as revised in 2001, and its related Implementing Regulations (2002), creators of protected works enjoy personal and property rights with respect to publication, identification, alteration, reproduction, distribution, exhibition, performance, transmission, broadcasting and related activities. The term of a copyright is life plus 50 years for individual authors and 50 years for corporations. In consideration of the social benefits and costs of copyrights, China balances copyright protections with limitations that permit certain uses, such as for private study, research, personal entertainment and teaching, without compensation to the author or prior authorization. Section 2, “Performance,” and Section 3, “Phonogram,” of Chapter IV of the Copyright Law cover major aspects of our business related to both online and offline music distribution. These provisions grant performers and record production companies personal and property rights (neighboring rights), including the right ~~for~~to fair compensation offor the use of originals or copies of their works. In addition, authors of lyrics and music composers have separate and independent rights with respect to any particular song. The term of the copyright is 50 years after the first performance or authorized publication.

In addition, arrangements for the compulsory collection of license fees and the allocation of such fees were standardized by two interim provisions in the NCAC’sInterim Provisions on Compulsory License of Performanceand Phonogram (1993). In response to
the changes posed by digital media, and in coordination with international treaties and agreements, the NPC took further action by amending the 1990 Copyright Law to specifically protect the online ~~playing~~transmission of music (which is part of our music business). The newly added “digital” rights and responsibilities include a notice-and-takedown procedure for Internet service providers and certain anti-circumvention provisions. In combination, the Copyright Law, the Implementing Regulations, several administrative regulations and judicial interpretations constitute a relatively comprehensive legal framework for copyrights in China, although enforcement of such rights remains difficult. The ~~newly implemented~~Regulations on Protection of Information Network Transmission Right ~~(July~~(July 1, 2006) stipulate that the digital transmission of copyrightable works by Internet or wireless means, including by making them available via interactive on-demand or similar services, is subject to ~~those~~the regulations ~~as discussed~~described above. In addition, the Chinese National Standing Committee voted to enter into the framework of the World Intellectual Property Organization’s World Copyright Treaty and World Performance and Phonogram Treaty ~~at the end of last year (2006).~~
in 2006.

Certification and Licensing System.The music industry is administered by specific ministries or agencies in China. A set of rules and regulations has been established for nearly every aspect of the traditional music business, from market entry to daily operation. In particular, our distribution of music through traditional physical channels (e.g., retail stores or chain stores) requires a license under theRegulations of the Phonographic Products and the Measures on Wholesaling, Retailing and Renting of the Phonographic Products(2002), while distribution through digital means (e.g., Internet or wireless means) requires official approval or record-keeping of music and its permissible content transmitted within the ~~territory of~~ PRC by MCC according to theOpinions on Regulation and Development of Music ~~transmitted~~Transmitted via Network(2006). ~~Besides these company-focused regulations,~~In addition, theRegulations on the Commercial Performance and its Implementing Provisions (2004) and Measures on the Professional Intermediaries ~~(1998,~~(1998, revised) require professional performers and managers to obtain a license. The public performance of music also requires a license. These regulations are designed to enable the government to monitor the production, reproduction and publication of music, as well as the operations of record companies.

Failure to comply with the foregoing legal requirements could subject our affiliated music companies to civil, administrative and criminal penalties.

Other Laws and their Application

Regulation of Internet content services.We do not operate a significant Internet portal business, which typically requires the provision of extensive Internet content services, including Chinese language Web navigational and search capabilities, content channels, web-based communications and community services and a platform for e-commerce, such as auction houses.

For the limited Internet content services we provide, we are prohibited from posting or displaying any content that:

~~opposes the fundamental principles determined in China’s Constitution;~~

	•		opposes the fundamental principles determined in China’s Constitution;

	•		compromises state security, divulges state secrets, subverts state power or damages national unity;

	•		harms the dignity or interests of the state;

	•		incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

	•		sabotages China’s religious policy or propagates heretical teachings or feudal superstitions;

	•		disseminates rumors, disturbs social order or disrupts social stability;

	•		propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;

	•		insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

	•		includes other content prohibited by laws or administrative regulations.

~~compromises state security, divulges state secrets, subverts state power or damages national unity;~~

~~harms the dignity or interests of the state;~~

~~incites ethnic hatred or racial discrimination or damages inter-ethnic unity;~~

~~sabotages China’s religious policy or propagates heretical teachings or feudal superstitions;~~

~~disseminates rumors, disturbs social order or disrupts social stability;~~

~~propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;~~

~~insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or~~

~~includes other content prohibited by laws or administrative regulations.~~

Failure to comply with these prohibitions may result in the closing of our websites. In addition, the Supreme Court of China and the Supreme People’s Procuratorate of China have issued quantitative guidance to the courts in China regarding when criminal penalties should be imposed on persons who distribute or assist in the distribution of obscene content through the Internet or wireless services.

Regulation of advertisements.The State Administration of Industry and Commerce, or the SAIC, is the government agency responsible for regulating advertising activities in China. ~~The SAIC has not promulgated regulations specifically aimed at wireless advertising through a media other than the Internet, such as through SMS.~~ One provisional regulation issued by Shanghai municipal government prohibits service providers from sending SMS advertisements without the client’s consent.

On January 26, 2005, the SAIC and the MII jointly promulgated a Circular Regarding the Prohibition of Advertisements for Voice Messages, SMS and other Information Services Which Contain Unhealthy Content, or the SMS Advertising Circular . The SMS Advertising Circular prohibits advertisement of information services with pornographic, obscene, superstitious and other unhealthy content, or advertisements that are misleading in pricing and payment terms of information services. The SMS Advertising Circular further provides that information service providers and advertising companies involved in the dissemination of advertisements for information services with pornographic, obscene, superstitious and other unhealthy content, or advertisements that are misleading in pricing and payment terms of information services will be subject to penalties by relevant authorities pursuant to PRC advertising regulations, and that information service providers providing unhealthy contents will be subject to administrative and other measures by telecommunications authorities, the public security authorities and national security authorities in accordance with Telecommunications Regulations (2000) and other applicable laws and regulations.

As part of our non-mobile operator marketing activities, we have developed integrated marketing campaigns with traditional media companies and multinational corporations through certain cross-selling efforts with companies ~~that include Enlight Media and Pepsi.~~such as R.A. Baileys & Co. If the SAIC were to treat our integrated marketing campaigns or other activities as being advertising activities, we would need to apply to the local SAIC for an advertising license to conduct wireless advertising business (through SMS, for example). We cannot assure you that such application would be approved by the SAIC. Failure to obtain such approval could result in penalties including being banned from engaging in online advertising activities, confiscation of illegal earnings and fines.

Foreign exchange controls.For information regarding relevant foreign exchange controls, please refer to Item 10.D. “Exchange Controls.”

Intellectual Property and Proprietary Rights

We rely primarily on ~~the~~ intellectual property laws and our contractual arrangements with our employees, clients, business partners and others to protect our intellectual property rights. We require our employees to enter into agreements requiring them to keep confidential all information relating to our customers, methods, business and trade secrets during and after their employment with us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and other processes, whether or not patentable or copyrightable, made by them during their employment are our property. They also sign agreements to substantiate our sole and exclusive right to those works and to transfer any ownership that they may claim in those works to us.

While we actively take steps to protect our proprietary rights, such steps may not be adequate to prevent the infringement or misappropriation of our intellectual property. This is particularly the case in China where the laws may not protect our proprietary rights as fully as in the United States. Infringement or misappropriation of our intellectual property could materially harm our business. We have registered a number of domain names ~~including:~~including but not limit to:Hurray.com; Hurray.net.cn; Hurray.com.cn; Hawa.cn; Hawa.com.cn; M2me.com; M2me.com.cn; 5200.cn; Icu.com.cn;~~and~~~~Icu.net.cn.~~~~In 2005, we also acquired the following domain names through our acquisition activities:~~~~Ok960.com; Magma-digital.com~~ Icu.net.cn; sooglemusic.com; and ~~Magma-land.com.~~hdmcms.com,.

We have registered one trademark with China’s Trademark Office relating to our company logo, ~~and~~ two trademarks relating to our website of ~~Hawa.~~Hawa and two trademarks relating to Palmsky. We are in the process of applying for ~~one~~two additional ~~trademark~~trademarks in China. China’s trademark law adopts a “first-to-file” system for obtaining trademark rights. As a result, the first applicant to file an application for registration of a mark will preempt all other applicants. Prior use of unregistered marks, except “well known” marks, is generally not a basis for legal action in China. We may not be able to successfully defend or claim any legal rights in that trademark for which application has been made but for which the Trademark Office has not issued a registration certificate.
~~We registered versions 5.4.0 and 7.0 of our VASPro software with the State Copyright Bureau of the PRC in February 2004 and June 2005, respectively.~~

Many parties are actively developing and seeking patent protection for wireless services-related technologies. We expect these parties to continue to take steps to protect these technologies, including seeking patent protection. There may be patents issued or pending that are held by others and that cover significant parts of our technology, business methods or services. Disputes over rights to these technologies are likely to arise in the future. We cannot be certain that our products and services do not or will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others, as discussed in “Risk Factors — Additional Risks Related to Our Company — We may not be able to adequately protect our intellectual property, and we may be exposed to infringement claims by third parties.”

With respect to our music business, our affiliated companies, Freeland Music, Huayi Brothers Music, New Run and Secular Bird, have retained recording and publishing rights with respect to the songs in their music libraries. They also own the applicable copyrights with respect to songs written and produced by their respective in-house artists. In addition, our affiliated music companies have either retained licenses to use or purchased the applicable copyrights with respect to songs written and produced by independent artists.

C. Organizational Structure

We currently conduct our business in China through our wholly owned subsidiary, Beijing Hurray! Times. To comply with ownership requirements under Chinese ~~law,~~laws, which impose certain restrictions on foreign companies such as us, from investing in certain industries such as value-added telecommunication and Internet services, we have entered into a series of agreements with ~~nine~~ten affiliated Chinese entities and their respective shareholders. We hold no ownership interest in any such affiliated Chinese entities, which are discussed below:

Hurray! Solutions is 85% and 15% owned by our chairman and chief executive officer, Qindai Wang, and one of our shareholders, Songzuo Xiang, respectively.


	2.		Beijing Cool Young is 95% owned by Hurray! Solutions and 5% owned by Qindai Wang.

Beijing Network is 50% owned by each of Li Xun and Hongmei Peng, two individuals in China.

WVAS Solutions is 99% owned by Beijing Network, with the remaining 1% equally owned by Hao Sun and Xiaoping Wang.

Beijing Palmsky is 50% and 50% owned by two individuals in China, Hong Liu and Haoyu Yang.

Beijing Hutong is 50% and 50% owned by two individuals in China, Wenqian Xu and Yi Cai.

Shanghai Magma is 50% and 50% owned by two individuals in China, Yi Zhang and Aiqin Shang.

Hengji Weiye is 50% and 50% owned by two individuals in China, Hong Pan and Xiaoqing Guo.

Shanghai Saiyu is 50% and 50% owned by two individuals in China, Liang Ruan and Yuqi Shi.

10.

Henan Yinshan is 50% and 50% owned by two individuals in China, Hua Wei and Yidan Jiang.

In addition, Hurray! Digital Media is 50% owned by Hurray! Solutions, 25% owned by Beijing Network, and 25% owned by Beijing Hutong. In turn, Hurray! Digital ~~Music~~Media holds a 51% equity interest in Huayi Brothers Music, a 60% equity interest in Freeland Music, a 30% equity interest in New Run, ~~and~~ a 65% equity interest in Secular ~~Bird.~~Bird and Freeland Music owns a 51% equity interest in Fly Songs.

Through our agreements with these Chinese affiliates, we have the power to vote all shares of all the shareholders of those companies on ~~all~~ their matters, through the general manager of Beijing Hurray! Times, as well as the right to enjoy the economic benefits of those companies and the exclusive right to purchase equity interests from the shareholders of those companies to the extent permitted by Chinese ~~laws and the control of the major intellectual properties used by those companies.~~
laws.

Under Financial Accounting Standards Board (“FASB”) Interpretation No. 46(revised), or FIN 46(R), we are the primary beneficiary of the economic benefits of our variable interest entities, Hurray! Solutions, WVAS Solutions, Beijing Cool Young, Beijing Palmsky, Beijing Network, Beijing Hutong, Hengji Weiye, Shanghai Magma, Hurray! Digital ~~Music,~~Media, Shanghai Saiyu, Henan Yinshan, Huayi Brothers Music, Freeland Music, ~~and~~ Secular Bird, New Run and Fly Songs. Accordingly, these entities are consolidated into our financial statements or, in the case of New Run, accounted for on the equity basis from and after the date we became the primary ~~beneficially~~beneficiary of each such entity. Transactions among ~~these~~the consolidated entities and our company and subsidiaries are eliminated in consolidation.

The following diagram illustrates our corporate structure as of ~~June 8, 2007.~~
May 30, 2008.

D. Property, Plant and Equipment

Our company and ~~its~~certain of our non-music affiliates currently lease an approximate total of ~~4805~~4,805 square meters of office space in Beijing through various lease agreements. The aggregate monthly rent of such lease agreements is approximately ~~$108,812,~~$116,265, with effect from August 2006. We also have branches and representative offices in Beijing, Shandong, Heilongjiang, Guangdong, ~~Shenzhen,~~ Zhejiang, ~~Jiangsu,~~ Liaoning, ~~Fujian,~~ Chongqing, Shanghai, Henan ~~Changsha, Guiyang~~ and Sichuan.

Freeland Music, Huayi Brothers Music and New Run lease ~~their principal offices, which are located~~an approximate total of 2,612 square meters of office space in Beijing. ~~Shanghai Magma leases its principal office in Shanghai.~~ Secular Bird leases ~~its principal offices~~an approximate total of 141 square meters of office space in Guangzhou. We believe that we and our affiliated companies will be able to obtain adequate facilities, principally through the leasing of appropriate properties, to accommodate our future expansion plans.

Item 4A. Unresolved Staff Comments

Not Applicable.

Item 5. Operating and Financial Review and Prospects

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report on Form 20-F. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words ~~“expect”, “anticipate”, “intend”, “believe”,~~“expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking statements included in this annual report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information provided under the caption “Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A. OPERATING RESULTS

Overview

We are ~~a leader in artist development, music production and offline distribution in China through our affiliated music companies Huayi Brothers Music, Freeland Music, New Run, and Secular Bird. We are also~~ a leading online distributor of music and music-related products such as ringtones, ringbacktones, and truetones to mobile users in China through the full range of ~~wireless value-added services~~WVAS platforms over mobile networks and through the Internet.
~~The company~~

We also ~~provides~~provide a wide range of other ~~wireless value-added services~~WVAS to mobile users in China, including games, pictures and animation, community, and other media and entertainment services. Our services are offered through the various service platforms available on the 2G and 2.5G networks operated by the mobile telecommunication network operators in China, principally China Mobile, China Unicom and increasingly, China ~~Unicom.~~Telecom. Many of our services are also available to users in China through our website. ~~In addition, we design, develop, sell~~We are also a leader in artist development, music production and ~~support service provisioning~~offline distribution in China through our affiliated music companies, Huayi Brothers Music, Freeland Music, New Run, and ~~management software, called VASPro, and are the sole provider of this type of software to China Unicom for its nation-wide WAP portal.~~
Secular Bird.

Our 2G services revenues are derived from our SMS, IVR services and RBT services. Our 2.5G services revenues are derived to a substantial extent from WAP services, the predominant 2.5G service available in China, and to a lesser extent from Java™ games and MMS. Users pay for our services by monthly subscription and/or on a per-use basis. We receive payments for these services principally in the form of payments from the ~~mobile~~telecom operators after the users have paid for our services and the operators have deducted their service and network fees.

We ~~also earn revenues from our software~~recorded a net loss of $42.0 million for 2007 and ~~system integration services that enable mobile operators to manage and support wireless value-added services on the 2.5G and, in the future, 3G mobile networks.~~
~~We achieved~~ net income of $5.8 million for 2006 and $18.6 million for ~~2005 and $17.2 million for 2004.~~2005. For ~~2006,~~2007, we generated ~~$69.9~~$60.5 million in total revenues, compared to ~~$62.4~~$68.7 million and ~~$53.4~~$56.1 million for ~~2005~~2006 and ~~2004,~~2005, respectively, representing a decline of 11.9 % and an increase of ~~12.1 % and 16.7~~8.0 %, respectively. For ~~2006, 2G, 2.5G,~~2007, WVAS revenue and recorded music ~~and software and system integration services~~ accounted for ~~46.6%, 42.8%, 8.9%~~82.7% and ~~1.7%~~17.3% of our revenues, respectively, compared to ~~32.3%, 57.6%,~~91.0% and 9.0% in 2006 and 100% and nil ~~and 10.1%~~ in ~~2005 and 28.0%, 52.8%, nil and 19.2% in 2004.~~2005. The ~~increase~~decrease in total revenues was driven by ~~growth~~a significant decrease in demand for ~~2G services and music and music-related services~~WVAS in ~~2006. Our sales of services through China Mobile’s networks also increased significantly~~2007. The 2007 decrease in ~~2004, 2005 and 2006 compared to prior years. In 2006, the increase in revenues~~revenue from ~~wireless value-added services and music and music-related services~~WVAS was offset in part by ~~a decline~~an increase in software and system integration services revenues due primarily to delays in entering into new contracts for those items as China Unicom delayed expanding capacity or building its 2.5G and 3G networks.
recorded music revenues.

We had an accumulated deficit of $2.8 million as of December 31, 2007, and retained earnings of ~~$45.7 million, $39.9~~$40.0 million and ~~$21.3~~$34.6 million as of December 31, 2006 and 2005, respectively.

We had statutory reserves of $6.5 million, $5.7 million and ~~2004, respectively.~~
~~Recent Developments~~
As part of our ongoing strategy to establish a significant presence in the music development, production and distribution business in China and enhance our proprietary music library we acquired majority interests in two music companies, Huayi Brothers Music and Freeland Music, at the end$5.3 million as of December 31, 2007, 2006 and 2005, and at the beginning of January 2006 respectively, and we have continued to expand our music business through acquisitions. In November 2006, we entered into agreements to acquire 30% of the equity interest in New Run, which is a leading independent record label in China. We paid a total of $2.25 million in cash for such acquisition of New Run’s equity, which consideration is subject to adjustments based on the financial performance of New Run’s business in the one-year period following the closing of the acquisition. The acquisition was completed in April 2007.respectively.

In March 2007, we entered into agreements to acquire a 65% equity interest in Secular Bird, which is an up-and-coming independent label in China. We paid a total of $346,000 in cash for the 65% interest, which is subject to adjustments based on the financial performance of Secular Bird during the one-year period following the closing of the acquisition. The acquisition was completed in June 2007.37

In order to strengthen our wireless value-added services development, in February 2007, we agreed to acquire 100% of the equity interest in Shanghai Saiyu, a provider of wireless value-added services in China, for a cash consideration of US$3.1 million.

To further expand customer reach and diversify marketing, promotion and distribution channels, we entered into agreement with Beijing TV Media Co., Ltd.(“BTVM”) to establish an equity joint venture for the development and delivery of mobile interactive services to the audience of China Beijing TV Station (“BTV”)’s audience. BTVM is BTV’s wholly owned subsidiary which owns the exclusive right of mobile interactive services in addition to other new media rights for BTV’s national satellite channel and 12 local channels.

Our 30% share of the results of New Run will be equity accounted in our financial statements starting from April 1, 2007. The results of Secular Bird are expected to be consolidated into our financial statements starting from the second quarter of 2007 and the results of our project with BTVM are expected to be incorporated in our financial statements starting from the third quarter of 2007.

Factors Affecting Results of Operations and Financial Condition

The major factors affecting our results of operations and financial condition include:

•

Growth of the WVAS Market in China and Changes in Mobile Operator ~~Policies or the Manner in Which They are Enforced.~~Policies. Despite the long term growth potential of the wireless value added services market in China, the single most important factor affecting our business results since 2005 are the changes in mobile operator policies or the manner in which they are enforced. The policies and procedures adopted by China Mobile and China Unicom regarding content type, marketing and promotion, billing and collection, revenue share, customer service, and other aspects of the wireless value-added services significantly affect the industry as a whole and our business in particular. Such policy changes and their manner of enforcement have been frequent and unpredictable for the past two years and have caused our revenues to be volatile. For example, in addition to the sanction of Beijing Network by China Mobile in January 2006 for improper promotion of one of its WAP services., as part of China Unicom’s efforts to improve customer service, it imposed a one-time fine on Hurray! Solutions, one of our affiliated operating companies providing SMS services, of approximately RMB5.7 million ($0.7 million) for improperly delivering one of its SMS services to users. In April 2006, China Unicom imposed a fine of RMB3.0 million ($0.4 million) on our affiliated Chinese entity, Beijing Hutong for violation a China Unicom billing policy with respect to one of its WAP services. Further changes in their policies or in their implementation by the mobile operators could adversely affect our business and financial condition.

•

~~Growth of the Wireless Value-Added Services Market in China~~. Our financial results have been, and we expect them to continue to be, largely dependent on growth in the ~~wireless value-added services~~WVAS market in China. Historically, 2G services, such as SMS, have represented the predominant portion of the ~~wireless value-added services~~WVAS market in China and of our revenues. Our 2G services, represented 75.9% of our total ~~wireless value-added services~~WVAS revenues in 2003, all of which were derived from our SMS services. We commercially launched 2.5G services in September 2002 and began billing users for these services at the beginning of 2003. ~~We subsequently launched our IVR services in 2004 and RBT services in 2005.~~ Since

the launch of these 2G and 2.5G services, we have experienced significant growth in revenues from these ~~services. SMS continues to generate~~services followed by a ~~large portion~~significant decline in revenues for these services in 2006 and 2007. The single most important factor causing this decline is the changes in mobile operator policies or the manner in which they are enforced. Such policy changes and their manner of enforcement have been frequent and unpredictable for the past three years and have caused our revenues ~~as slower than expected growth~~to be volatile. See Item 3. “Risk Factors — Risks Related to Our Company— Unilateral changes in the policies of the MII, China ~~Unicom’s WAP user base~~Mobile and ~~new~~China Unicom and in their enforcement of their policies ~~implemented by~~have resulted in service suspensions and our having to pay additional charges to the ~~mobile~~telecom operators, and further changes could materially and adversely impact our revenue and profitability in 2006 had a negative impact on 2006 revenues from certain of our services, particularly our 2.5G services. Our 2.5G services, primarily WAP services but also including MMS and Java™, represented 64.1% and 47.9% of our total wireless value-added services revenue for 2005 and 2006. Our IVR services represented 15.2% and 17.3% of our total wireless value-added services revenue for 2005 and 2006. Our RBT services represented 1.6% and 5.4% of our total wireless value-added services revenue for 2005 and 2006.the future.” Although, we have been adversely affected by ~~the slower than expected growth of China Unicom’s WAP services~~recent changes in mobile operator policies and the delay in the launch of 3G networks, we continue to believe that our financial success in the near-term will depend on the growth of the market for our 2G and 2.5G services, especially services utilizing music content, where we have a leading position and, in the longer-term, on our ability to offer popular services on any new wireless technologies that are introduced in China such as 3G.


	•		Positioning of Our Services on the WAP Portals of China Mobile and China Unicom.A key component of our revenue growth is our ability to not only maintain access to China Unicom’s and China Mobile’s networks, but also our ability to secure prominent positioning for our services at the top of the menu of services for each major service category on the ~~mobile~~telecom operators’ WAP portals so that users see our services first when opening the service menus. However, Beijing Network, one of our affiliated operating companies providing WAP services through China Mobile, was issued a sanction by China Mobile in January 2006 for improper promotion of one of its WAP services. As part of the sanction, China Mobile downgraded all of Beijing Network’s WAP services to the bottom of the menu and temporarily suspended the approval of new service applications on all platforms ~~(including SMS, IVR, RBT, WAP, MMS, and Java™)~~ by Beijing Network and joint promotions with Beijing Network. ~~We believe that such actions may have negatively affected our WAP revenues for at least the first two quarters of 2006, although the actual effect is difficult to quantify.~~ The sanction relating to downgrading Beijing Network’s WAP services to the bottom of China Mobile’s menus is no longer in ~~effect~~ effect.


	•		Network Service Agreements with China Mobile, China Unicom and China ~~Unicom.~~Telecom.Our results of operations are dependent on the terms of network service agreements with China Mobile, China Unicom and China ~~Unicom~~Telecom and the manner in which the ~~mobile~~telecom operators implement these agreements. Each of these agreements is non-exclusive, and has a limited term, generally one or two years. Renewal of them on favorable terms depends on our relationship with these ~~mobile~~telecom operators at both the national and provincial level, the popularity of our services and our ability to maintain adequate levels of performance. ~~Either~~Any mobile operator could alter any of these terms or terminate the contracts for a variety of reasons in the future, including, for example, to increase their own service or network fees in order to enhance their profitability at the expense of service providers.


	•		Taxes. ~~Our subsidiary, Hurray! Times, is subject to a 30.0% state enterprise income tax~~Certain of our subsidiaries and ~~a 3.0% local enterprise income tax and our~~ affiliated Chinese entities enjoy tax exemptions and reduced tax rates. See “— Taxation” below. Such tax treatment increases our net income. Our future results could be materially adversely affected if we are ~~generally subject~~not able to maintain similar tax treatment, particularly as a ~~33.0% enterprise~~result of the recently adopted revisions to PRC income tax in China. However, Hurray! Times, as well as Hurray! Solutions and certain of other variable interest entities in China, have obtained approval from the Chinese government authorities to be classified as “high technology” companies. This classification entitles such companies to a three-year exemption from enterprise income tax commencing from various dates, followed by a 7.5% preferential tax rate for the succeeding three years and a 15% preferential tax rate thereafter. For additional informationlaws which became effective on ~~such preferential tax arrangements and the potential affect on us of the new enterprise income tax law recently adopted in the PRC, see “— Taxation” below.~~ January 1, 2008.


	•		~~Maintaining and Expanding the Customer Base for Our VASPro Services Provisioning and Management Software.~~ China Unicom and 12 of its provincial offices that have their own local WAP portals, use our VASPro services provisioning and management software. China Mobile, the other principal mobile operator in China purchases this kind of software from its own subsidiary. Therefore, it is unlikely that China Mobile would be a customer for our VASPro software and services in the foreseeable future. Accordingly, continued sales of our software depend on our ability to maintain our relationship with China Unicom and the expansion of China Unicom’s WAP user base. The rate of growth of such user base declined, however, in 2005 and 2006, causing China Unicom to delay expanding the capacity of its 2.5G networks. We cannot predict if or at what pace China Unicom will expand its 2.5G networks or build out 3G networks in future periods. We are also pursuing sales of our software to new customers in China, such as China Telecom and China Netcom. For example, we have begun developing carrier management software which is 3G-compatible and are currently conducting trials with China Telecom to support its future 3G portals. However, we have not yet developed close relationships with China Telecom and China Netcom.

•

Billing and Transmission Failures. We do not recognize any revenues for services that are characterized as billing and transmission failures. These failures occur when we do not collect fees for our 2G services from mobile operators in a number of circumstances, including when the delivery of our services to a customer is prevented because the customer’s phone is off, the customer’s prepaid phone card has run out of value or a ~~mobile~~telecom operator experiences technical problems with its network.

These situations are known in the industry as billing and transmission failures. The level of billing and transmission failures significantly affects revenues we record. The failure rate for 2G services has fluctuated significantly in the past, ranging on a monthly basis from ~~0.5%~~0.0% to ~~9.1%~~9.8% of the total billable messages which are reflected in our internal records during ~~2006.~~2007. Although we do not experience the same type of billing and transmission errors for our ~~WAP~~2.5G services as we do for our ~~SMS,~~2G services, we do experience a discrepancy between the revenues recorded by our internal system and the revenues that we receive from the ~~mobile~~telecom operators. This difference has historically averaged approximately ~~2.0%~~2% per month and relates to services that are provided but for a variety of reasons are not billed to the user due to the manner in which the ~~mobile~~telecom operators register new users or manage their internal billing reconciliation process.

•

Acquisitions and Strategic Investments.Selective acquisitions and strategic investments, such as the ones described ~~under~~in Item 4.A. “History and Development of the ~~heading “Recent Developments”~~Company” above, form part of our strategy to further expand our business. These acquisitions and investments may not produce the results that our management and board of directors anticipate, and may subject our company to unforeseen liabilities. In particular, our future revenue growth will depend on our ability to successfully operate our music development, production and distribution business, with which we have relatively limited experience.


	•		Developing Artists, Sustaining a Pipeline of New Song Releases and Keeping up with Consumer Music Tastes.Through our acquisition of controlling and minority stakes in Huayi Brothers Music, Freeland Music, New Run and Secular Bird, we have entered the business of artist development and music production. Artist development and music production is inherently a “hit” driven business, and its success depends to a large extent on our ability to maintain a large portfolio of talented singing artists and build a strong pipeline of new song releases. Further, the success of such new releases depends upon their acceptance by consumers with various and changing tastes. If our affiliated music companies fail to expand their portfolio of talented singing artists, sustain a pipeline of new releases, or keep abreast of changes in consumer music tastes, our business and financial condition may be adversely affected with respect to the financial performance of our affiliated music companies.

Revenues

We derive our revenues from our primary operating segments: ~~wireless value-added services (“WVAS”),~~WVAS and recorded ~~music and software and system integration services.~~music. Our revenues represent our total revenues from operations, net of certain business and value-added taxes. Our revenues from ~~wireless value-added services~~WVAS and recorded music are subject to a 3.0% and 5.0% business tax, and our revenues from software and system integration services are subject to a value-added tax at the rate of 17.0%. Furthermore, any service fees that Hurray! Times charges and subsequently collects pursuant to the exclusive technical and consulting service agreements with our affiliated Chinese entities are subject to a 5.0% business tax.
respectively.

The following table sets forth certain historical consolidated revenues, by amount and as a percentage of our total revenues, for the periods indicated:

   For the Year Ended December 31,
   2006 2005 2004
   Amount    Percentage
of revenues Amount    Percentage
of revenues Amount    Percentage
of revenues
   (in thousands of U.S. dollars, except percentages)
Revenues:

2G services
   $ 32,571    46.6 % $ 20,131    32.3 % $ 14,946    28.0 %
2.5G services
   29,941    42.8 35,932    57.6 28,227    52.8

Subtotal of WVAS
   $ 62,512    89.4 % $ 56,063    89.9 % $ 43,173    80.8 %

Recorded music
   6,203    8.9 —      —   —      —
Software and system integration services
   1,177    1.7 6,312    10.1 10,267    19.2

Total revenues
   $ 69,892    100.0 % $ 62,375    100.0 % $ 53,440    100.0 %

For the Year Ended December 31,
2007 2006 2005
Percentage Percentage Percentage
Amount of revenues Amount of revenues Amount of revenues
(in thousands of U.S. dollars, except percentages)
Revenues:

Wireless value-added services $ 50,038 82.7 % $ 62,512 91 % $ 56,063 100.0 %
Recorded music 10,489 17.3 6,203 9 — —

Total revenues $ 60,527 100.0 % $ 68,715 100.0 % $ 56,063 100.0 %

The following tables show our ~~2G and 2.5G~~WVAS revenues for 2007, 2006 ~~2005~~ and ~~2004~~2005 by product and mobile operator (including Personal Handy-phone System, or PHS, operators). ~~In 2004, we had no sales through the PHS networks of China Telecom and China Netcom.~~

   For the Year Ended December 31, 2006
   China
Mobile    China
Unicom    China
Telecom    China
Netcom    Total
   (in millions of U.S. dollars)
SMS
   $ 11.3    $ 5.7    $ —      $ 0.1    $ 17.1
IVR
   5.2    2.5    2.5    0.6    10.8
RBT
   2.0    1.3    1.4    —      4.7

2G Revenues
   18.5    9.5    3.9    0.7    32.6

WAP
   10.4    11.1    —      —      21.5
MMS
   3.5    0.5    —      —      4.0
Java™
   4.4    —      —      —      4.4

2.5G revenues
   18.3    11.6    —      —      29.9

Total
   $ 36.8    $ 21.1    $ 3.9    $ 0.7    $ 62.5

For the Year Ended December 31, 2007
China China China China
Mobile Unicom Telecom Netcom Others Total
(in millions of U.S. dollars)
SMS $ 7.0 $ 2.5 $ 0.2 $ 0.3 $ 1.0 $ 11.0
IVR 13.3 1.2 2.4 0.3 — 17.2
RBT 1.6 1.7 2.4 — — 5.7

2G Revenues 21.9 5.4 5.0 0.6 1.0 33.9

WAP 5.9 6.7 — — — 12.6
MMS 0.7 0.7 — — — 1.4
Java 1.4 — — — — 1.4

2.5G revenues 8.0 7.4 — — — 15.4

Other revenues 0.1 — — — 0.6 0.7

Total $ 30.0 $ 12.8 $ 5.0 $ 0.6 $ 1.6 $ 50.0

   For the Year Ended December 31, 2005
   China
Mobile    China
Unicom    China
Telecom    China
Netcom    Total
   (in millions of U.S. dollars)
SMS
   $ 2.0    $ 8.6    $ —      $ —      $ 10.6
IVR
   4.8    2.9    0.7    0.2    8.6
RBT
   0.5    0.4    —      —      0.9

2G Revenues
   7.3    11.9    0.7    0.2    20.1

WAP
   10.2    24.1    —      —      34.3
MMS
   1.5    0.2    —      —      1.7
Java™
   —      —      —      —      —

2.5G revenues
   11.7    24.3    —      —      36.0

Total
   $ 19.0    $ 36.2    $ 0.7    $ 0.2    $ 56.1

39

   For the Year Ended December 31, 2004
   China
Mobile    China
Unicom    Total
   (in millions of U.S. dollars)
SMS
   $ 4.0    $ 9.7    $ 13.7
IVR
   —      1.3    1.3
RBT
   —      —      —

2G Revenues
   4.0    11.0    15.0

WAP
   5.5    22.7    28.2
MMS
   —      —      —
Java™
   —      —      —

2.5G revenues
   5.5    22.7    28.2

Total
   $ 9.5    $ 33.7    $ 43.2

For the Year Ended December 31, 2006
China China China China
Mobile Unicom Telecom Netcom Total
(in millions of U.S. dollars)

SMS $ 11.3 $ 5.7 $ — $ 0.1 $ 17.1
IVR 5.2 2.5 2.5 0.6 10.8
RBT 2.0 1.3 1.4 — 4.7

2G Revenues 18.5 9.5 3.9 0.7 32.6

WAP 10.4 11.1 — — 21.5
MMS 3.5 0.5 — — 4.0
Java™ 4.4 — — — 4.4

2.5G revenues 18.3 11.6 — — 29.9

Total $ 36.8 $ 21.1 $ 3.9 $ 0.7 $ 62.5

For the Year Ended December 31, 2005
China China China China
Mobile Unicom Telecom Netcom Total
(in millions of U.S. dollars)

SMS $ 2.0 $ 8.6 $ — $ — $ 10.6
IVR 4.8 2.9 0.7 0.2 8.6
RBT 0.5 0.4 — — 0.9

2G Revenues 7.3 11.9 0.7 0.2 20.1

WAP 10.2 24.1 — — 34.3
MMS 1.5 0.2 — — 1.7
Java™ — — — — —

2.5G revenues 11.7 24.3 — — 36.0

Total $ 19.0 $ 36.2 $ 0.7 $ 0.2 $ 56.1

~~2G and 2.5G services~~Wireless Value-added Services. Our 2G and 2.5G services revenues are derived from services that we provide to our users primarily through ~~China Unicom’s and China Mobile’s networks. In 2005, we also commenced offering certain of our services through~~ the networks of China Unicom, China Mobile, China Telecom and China ~~Netcom, as part of our strategy to diversify our operator reach.~~Netcom. 2G SMS and 2.5G WAP services have historically been our primary source of revenues. ~~As part of our strategy begun in 2005 to expand our wireless value added services platforms, our~~Our sales in ~~2006~~2007 of 2G IVR 2Gand RBT ~~2.5G MMS, and 2.5 G Java™~~ increased by ~~25.9%, 274.4%, 136%~~59.3% and ~~100%~~67.6%, respectively as compared with ~~2005. We expect that sales~~2006. Sales in 2007 of ~~our 2G IVR and RBT services and our~~ 2.5G WAP, MMS and ~~Java™ services will continue~~JAVA™ decreased as compared to ~~grow and account for larger percentages of our total revenues.~~
2006 due in part to China Mobile’s new requirement that a service fee reminder be sent to users before processing their download requests.

Recorded Music. Our recorded music revenues are derived from artist development, music production, offline music distribution, and online music distribution through ~~wireless value-added services~~WVAS and the Internet, which accounted for approximately ~~8.9%~~17.3% of our total revenues in ~~2006.~~
~~Software and system integration services~~. Our revenues from these services have been derived from the design, development, licensing fees, hardware installation and after-sale support of our VASPro services provisioning and management software, which has been purchased by China Unicom and 12 of its provincial offices. We deliver these services under a small number of relatively high value contracts. The revenues from these contracts are recognized based on the percentage of completed contractual obligations. Since a large part of certain projects often relates to third party hardware and software, the timing of their delivery can cause our quarterly gross revenues and cost of revenues to fluctuate significantly. However, those fluctuations do not significantly affect our gross profits because hardware-related revenues approximate the costs of such revenues. See “— Critical Accounting Policies.” We have focused on providing our own software and services in an effort to minimize third-party hardware and software pass-through sales.
2007.

Cost of Revenues

The following table sets forth certain historical consolidated cost of revenues data by amount for the periods indicated:

For the Year Ended December 31,
2007 2006 2005
(in thousands of U.S. dollars)

Cost of Revenues:

Wireless value-added services $ 36,394 $ 40,672 $ 28,635
Recorded music 6,233 3,553 —

Total cost of revenues $ 42,627 $ 44,225 $ 28,635

   For the Year Ended December 31,
   2006    2005    2004
   (in thousands of U.S. dollars)
Cost of Revenues:

2G services
   $ 24,615    $ 13,714    $ 7,050
2.5G services
   16,057    14,921    11,003

Subtotal of WVAS
   $ 40,672    $ 28,635    $ 18,053

Recorded music
   3,553    —      —
Software and system integration services
   946    1,302    6,277

Total cost of revenues
   $ 45,171    $ 29,937    $ 24,330

40

~~2G and 2.5G~~Wireless value-added services.The principal cost of revenues for our ~~2G and 2.5G services~~WVAS is the service and network fees paid to the ~~mobile~~telecom operators under our network service agreements with them. The cost of revenues also includes fees paid to our content providers and marketing partners, maintenance costs related to equipment used to provide the services, bandwidth leasing charges and data center services, alternative channels, media and related Internet costs, operator imposed penalty charges, and certain distribution costs.

Recorded Music. Cost of revenues for our recorded music includes producing CD masters, artist and songwriter royalties, advertising and royalties payable to other parties for the use of their work.
~~Software and system integration services~~. Our cost of revenues for our software and system integration services includes acquisition cost of third party hardware and software products provided to our customers and staffing and travel costs related to system integration services in connection with a given project.

Gross Profit Margin

The following table sets forth the historical consolidated gross profits and gross profit margin of our business activities for the periods indicated:

   For the Year Ended December 31,
   2006    2005    2004
   (in thousands of
U.S. dollars, except percentages)
Gross Profits:

2G services
   $ 7,956    $ 6,417    $ 7,896
2.5G services
   13,884    21,011    17,224

Subtotal of WVAS
   $ 21,840    $ 27,428    $ 25,120

Recorded music
   2,650    —      —
Software and system integration services
   231    5,010    3,990

Total gross profits
   $ 24,721    $ 32,438    $ 29,110


   For the Year Ended December 31,
   2006 2005 2004
   (in thousands of
U.S. dollars, except percentages)
Gross Profit Margin:

2G services
   24.4 % 31.9 % 52.8 %
2.5G services
   46.4 58.5 61.0

Subtotal of WVAS
   34.9 % 48.9 % 58.2 %

Recorded music
   42.7 —   —
Software and system integration services
   19.6 79.4 38.9

Total gross profit margin
   35.4 % 52.0 % 54.5 %

For the Year Ended December 31,
2007 2006 2005
(in thousands of
U.S. dollars, except percentages)

Gross Profits:

Wireless value-added services $ 13,644 $ 21,840 $ 27,428
Recorded music 4,256 2,650 —

Total gross profits $ 17,900 $ 24,490 $ 27,428

For the Year Ended December 31,
2007 2006 2005

Gross Profit Margin:

Wireless value-added services 27.3 % 34.9 % 48.9 %

Recorded music 40.6 42.7 —

Total gross profit margin 29.6 % 35.6 % 48.9 %

The gross profit margins for our ~~2G and 2.5G services~~WVAS declined in ~~2006~~2007 compared to ~~2005~~2006 due to ~~increased costs associated with establishing operator independent marketing, promotion~~sharply decreased revenues due to the challenging wireless services operating environment and ~~distribution channels,~~stricter policies and ~~higher revenue share costs paid to~~regulations announced by the MII and the telecom operators and ~~content partners~~
increased enforcement of those policies and regulations. The gross profit margins for ~~software and system integration services have varied significantly between 2004, 2005 and 2006. This variance is primarily attributable to~~ our ~~delivery of more third party hardware and software~~recorded music declined in ~~2006 and 2005, which has significantly lower margins,~~2007 compared to 2006 due to the ~~delivery~~increased cost of ~~our own software and services. In~~revenues caused by increases in the ~~last three fiscal years combined, third party hardware and software accounted for an average~~cost of 56.7% of the total contract value of our software system and integration services, or 44.1%, 13.4% and 91.0% of our total revenues from software and systems integration services in 2006, 2005 and 2004, respectively. In 2006 and 2005, we significantly minimized the provision of third party hardware and software in connection with our software and system integration services, but we may still be required by our customers to provide those items from time to time.
producing CD masters.

Operating Expenses

The following table sets forth certain historical consolidated operating expenses data, in terms of amount and as a percentage of our total revenues, for the periods indicated:

For the Year Ended December 31,
2007 2006 2005
Percentage Percentage Percentage
Amount of revenues Amount of revenues Amount of revenues
(in thousands of U.S. dollars, except percentages)
Operating Expenses:

Product development expenses (including stock-based compensation expense of $1, $80 and $5 for the years ended December 31, 2007, 2006 and 2005, respectively) $ 2,028 3.0 % $ 2,169 3.2 % $ 1,852 3.3 %
Selling and marketing expenses (including stock-based compensation expense of $287, $346 and $10 for the years ended December 31, 2007, 2006 and 2005, respectively) 11,514 16.8 11,014 16.0 8,982 16.0
General and administrative expenses (including stock-based compensation expense of $155, $118 and $23 for the years ended December 31, 2007, 2006 and 2005, respectively) 9,141 13.3 6,699 9.7 3,443 6.1
Provision for goodwill impairment 38,779 56.4 — — — —

Total operating expenses $ 61,462 89.4 % $ 19,882 28.9 % $ 14,277 25.5 %

   For the Year Ended December 31,
   2006 2005 2004
   Amount    Percentage
of revenues Amount    Percentage
of revenues Amount    Percentage
of revenues
   (in thousands of U.S. dollars, except percentages)
Operating Expenses:

Product development expenses (including stock-based compensation expense of $80, $5 and $60 for the years ended December 31, 2006, 2005 and 2004, respectively)
   $ 2,629    3.8 % $ 2,537    4.1 % $ 2,306    4.3 %
Selling and marketing expenses (including stock-based compensation expense of $346, $10 and $221 for the years ended December 31, 2006, 2005 and 2004, respectively)
   11,893    17.0 9,797    15.7 7,433    13.9
General and administrative expenses (including stock-based compensation expense of $118, $23 and $nil for the years ended December 31, 2006, 2005 and 2004, respectively)
   6,765    9.7 3,484    5.6 1,821    3.4
In-process research and development
   —      —   —      —   36    0.1

Total operating expenses
   $ 21,287    30.5 % $ 15,818    25.4 % $ 11,596    21.7 %

41

Product Development Expenses. Product development expenses primarily consist of research and development staff costs. Most of our product development expenses relate to enhancing our portfolio of 2G and 2.5G services and improving and updating our services provisioning and management ~~software.~~software prior to our sale of the SSI business. Product development expenses also include depreciation and amortization of computers and software related to the activities of our product development teams. We depreciate our computer equipment, software and other assets on a straight-line basis over their estimated useful lives, which is three to five years.

Selling and Marketing Expenses. Selling and marketing expenses primarily consist of staff costs related to managing the development of our service offerings. These expenses also include advertising, sales and marketing expenses, such as expenses associated with sponsoring promotional events, salaries and benefits for our direct sales force, free trial services we offer through, for example, certain retailers of mobile phones in China. We expect that our selling and marketing expenses will continue to increase in future periods as we expand our music business and increasingly use stock-based compensation to reward our sales and marketing personnel.

General and Administrative Expenses. General and administrative expenses primarily consist of stock-based compensation and benefits for our management, salaries for our finance and administrative personnel, professional service fees, lease expenses, other office expenses, expenses related to depreciation of equipment for general corporate purposes and expenses related to amortization of intangible assets from our acquisition.

We lease bandwidth from ~~mobile~~telecom operators’ provincial offices. Bandwidth and server custody fees, office rentals and depreciation charges allocated to our general management, finance and administrative personnel are also included in general and administrative expenses.

We depreciate leasehold improvements, which are recorded as general and administrative expenses on a straight-line basis over the relevant lease term.

We expect our general and administrative expenses to increase as we add personnel in response to the expansion of our business in future periods and incur additional administrative expenses from our newly acquired companies, New Run, Shanghai Saiyu, Secular Bird, Henan Yinshan and ~~Secular Bird.~~Fly Songs. We also expect general and administrative expenses to increase as we incur professional service fees, such as for legal and accounting services.

Stock-based Compensation.We grant equity incentive awards to our employees and certain non-employees. Until February 2006 when we commenced granting ~~restricted~~nonvested shares, all of our equity incentive grants were in the form of stock options. Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R), using the modified prospective transition method. Under this method, stock-based compensation expense recognized beginning January 1, 2006 includes: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006 based on the fair market value as of the grant date, measured in accordance with SFAS 123, “Accounting for Stock-based Compensation,” and (b) compensation expense for all stock-based compensation awards granted on or subsequent to January 1, 2006, based on grant date fair value estimated in accordance with the provisions of SFAS 123(R). In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of SFAS 123(R) and the valuation of stock-based payments for public companies. We have applied SAB 107 in our adoption of SFAS 123(R). We recognize stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is ~~generally the vesting period.~~
For options vested prior to January 1, 2006, we accounted for share-based compensation plans in accordance with APB 25. Accordingly, we recognized stock-based compensation expense only when options were granted with a discounted exercise price. The stock-based compensation expense was recognized ratably over the requisite service period, which was generally the vesting period of the ~~options. Due~~award.

Prior to the adoption of SFAS 123(R), we recognized stock-based compensation expense in ~~2006,~~accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and had adopted the ~~stock-~~disclosure-only alternative of SFAS 123 and SFAS No. 148, “Accounting for Stock-based Compensation — Transition and Disclosure.” In accordance with APB 25 and related interpretations, stock-based compensation expense was not recorded in connection with share-based payment awards granted with exercise prices equal to or greater than the fair market value of the underlying shares on the date of grant.

Share-based payment transactions with non-employees are accounted for as share based compensation expenses ~~prior~~in accordance with EITF 96-18 “Accounting for Equity Instruments that Are Issued to ~~and after January 1, 2006 are therefore not comparable.~~
Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services.”

On December 20, 2005, we accelerated the vesting of all outstanding stock options that would otherwise have been unvested at December 31, 2005. We implemented this acceleration in order to reduce the stock-based compensation expense that would have been incurred by our company if such options continued to vest after January 1, 2006, which is the date that the SFAS 123(R) became effective. This ~~new~~ accounting standard requires that all share-based payments to employees, including grants of stock options, be recognized in our financial statements based on their fair values. In connection with the acceleration of such options, we recorded compensation expense of approximately $17,000 which was included in the 2005 total stock-based compensation cost.

On February 7, 2006, Hurray! granted awards of 330,000 ADSs, equal to 33,000,000 ~~restricted~~ordinary shares ~~in lieu~~that vest over a period of ~~stock options,~~time (which we refer to herein as “nonvested shares”) to certain employees pursuant to its 2004 Share Incentive Plan (the “2004 Plan”). This resulted in stock-based compensation expense of $1.6 million to be recognized over the applicable vesting period. These ~~restricted~~nonvested shares vest on an annual basis equally over three ~~years, 33.33% on each anniversary of the grant date.~~
years.

On June 20, 2006, Hurray! granted 75,000 ADSs, equal to 7,500,000 ~~restricted~~nonvested shares to certain employees which resulted in stock-based compensation expense of $0.3 million to be recognized over the applicable vesting period. These ~~restricted~~nonvested shares vest on an annual basis equally over 33 months.

On March 14, 2007, Hurray! granted 20,000,000 nonvested shares to its employees which resulted in stock-based compensation expense of $0.6 million to be recognized over the applicable vesting period. These nonvested shares vest over three years on an annual basis equally.

On November 23, 2007, Hurray! granted 19,500,000 nonvested shares to its employees which resulted in stock-based compensation expense of $0.4 million to be recognized over the applicable vesting period. These nonvested shares vest over three years on an annual basis equally.

The stock-based compensation expense was ~~$543,557~~$0.4 million in 2007 and $0.5 million in 2006.

Provision for impairment of goodwill and intangible assets.In the second quarter of 2007, the telecom operators introduced various new policies that adversely impacted our WVAS business and introduced further uncertainties in our operating environment. By September 30, 2007, our market capitalization was lower than our net book value, thus indicating impairment of our long-lived assets. As of that date, we tested the carrying value of goodwill and acquired intangible assets and recorded a goodwill impairment charge of $9.6 million and an impairment charge to acquired intangibles of $0.6 million. In view of the further decline of Hurray’s market capitalization as of December 31, 2007 and continued difficult operating conditions, we recorded an additional goodwill impairment charge of $29.2 million and an additional impairment charge to acquired intangible assets of $1.9 million. The impairment charges of acquired intangibles are included in operating expenses according to their nature. The valuation of goodwill and other intangible assets was arrived at after using a combination of a market value approach (with comparisons to selected publicly traded companies operating in the same industry) and an income approach (discounted cash flows). Any continued adverse changes in the telecom operators’ policies or in the competitive environment could lead to additional impairment charges.

Critical Accounting Policies

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently uncertain. We have summarized our accounting policies below that we believe are both important to an understanding of our financial results and involve the need to make estimates about the effect of matters that are inherently uncertain. We also have other policies that we consider to be key accounting policies. However, these policies do not meet the definition of critical accounting policies because they do not generally require us to make estimates or judgments that are difficult or subjective.

Revenue Recognition

Wireless value-added services.We contract with the telecom operators for the transmission of wireless services as well as for billing and collection services. The telecom operators provide us with a monthly statement that represents the principal evidence that service has been delivered and triggers revenue recognition for a substantial portion of our revenue. In certain instances, when a statement is not received within a reasonable period of time, we make an estimate of the revenues and cost of services earned during the period covered by the statement based on its internally generated information, historical experience and/or other assumptions that are believed to be reasonable under the circumstances.

~~2G and 2.5G services.~~ ~~Our~~43

WVAS revenues are ~~primarily~~ derived from ~~the sale of 2G~~providing personalized media, games, entertainment and ~~2.5G~~communication services to ~~our~~mobile phone customers ~~delivered over~~of the various subsidiaries of four major telecom operators, China ~~Unicom’s~~Mobile, China Unicom, China Telecom and China ~~Mobile’s mobile telecommunications networks.~~Netcom. Fees for these services, which are ~~established by an agreement~~negotiated in network service agreements with the ~~mobile~~telecom operators and indicated in the message received on the mobile ~~phone.~~
~~Our~~phone, are charged on a per-use basis or on a monthly subscription basis, and vary according to the type of services delivered. We recognized WVAS revenues in the period in which the services are delivered to users through the mobile telecommunication networks of the mobile operators, and we rely upon them to provide us with billing and collection services. We have, however, developed an internal system that records the number of transactions and subscriptions of our services, which we then compare to the confirmations received from the mobile operators. Generally within 15 to 30 days after the end of each month, a statement from the mobile operators confirming the value of the 2G and 2.5G services they bill to users in that month will be delivered to us, and usually within 60 days after such delivery, we will be paid by the mobile operators for these services,performed net of ~~their service fees, network fees~~business taxes of $1.5 million, $1.7 million, and ~~applicable business taxes.~~
$1.4 million for 2007, 2006 and 2005, respectively.

We initially ascertain the value of the 2G and 2.5G services provided based upon statements sent to us by the mobile operators with respect to the amount of services we deliver to the end users. Because there has historically been a discrepancy between the value ofmeasure our ~~2G and 2.5G services based on our internal system and the value of the services~~revenues based on the ~~statements received from~~total amount paid by mobile phone customers, for which the ~~mobile operators due~~Telecom Operators bill and collect on our behalf. Accordingly, the service fee paid to ~~technical issues with~~ the ~~transmission and billing systems, at~~Telecom Operators is included in the ~~end~~cost of ~~each month, we will,~~revenues. In addition, in respect of 2G services, the Telecom Operators charge us a network fee based on ~~the historical data regarding such discrepancies and other factors, make an estimate of our revenues for such month. This estimate may be higher or lower than the actual revenues we have~~ a ~~right to receive based~~per message fee, which varies depending on the ~~statements received from~~volume of messages sent in the ~~mobile operators.~~
relevant month, multiplied by the excess of messages sent over messages received. These network fees are likewise retained by the Telecom Operators and are reflected as cost of revenues. The cost of revenues also includes fees paid to our content providers and marketing partners, maintenance costs related to equipment used to provide the services, bandwidth leasing charges and data center services, alternative channels, media and related Internet costs, operator imposed penalty charges, and certain distribution costs.

We evaluate ~~our network service agreements with~~ the ~~mobile operators~~criteria outlined in Emerging Issues Task Force (“EITF”) Issue No. 99-19, “Reporting Revenue Gross as Principal Versus Net as an Agent,” in determining whether it is appropriate to ~~determine whether to recognize our~~record the gross amount of revenues ~~gross~~and related costs or the net ofamount earned after deducting the fees charged by the mobile operators. Pursuant to applicable accounting standards, our determination is based upon an assessment of whether we act as a principal or agent when providing the services to our mobile operators.Telecom Operators. We ~~have concluded that we act as a principal and therefore we recognize revenue for~~record the gross amounts billed to ~~our mobile phone customers. Factors that we believe support our conclusion are as follows:~~
~~We have~~its customers based on the following facts: (i) it is the primary obligor in these transactions, (ii) it has latitude in establishing prices ~~within ranges prescribed by~~and selecting suppliers and (iii) it is involved in the ~~mobile operators;~~
~~We determine the specifications~~determination of the ~~services we will be rendering;~~
service specifications.
~~We have the ability to control the selection of our content suppliers; and~~
~~We assume the risk of non-payment by customers.~~
Although the mobile operators must approve the prices of our services in advance, we have been able to adjust our prices from time to time to reflect or react to changes in the market. In addition, the mobile operators will usually not pay us if users of our services do not pay them and they will not pay us if users do not receive the services due to billing or transmission failures. As a result, we in fact bear the credit and delivery risk for our portion of the revenues generated with respect to our services.
Recorded Music. Through the acquisition of Huayi Brothers Music, ~~and~~ Freeland Music, ~~at the end of~~Secular Bird and New Run beginning in 2005, ~~and the beginning of 2006, respectively,~~ we entered the business of artist development, music production, offline music distribution and online distribution through ~~wireless value-added services~~WVAS and the Internet. ~~Our recorded~~Recorded music revenues are derived from live performances, corporate sponsorship and advertising, online and wireless sales, and offline CD sales.
~~Our affiliated music companies~~

We generate revenues from the sale of CDs either by providing the CD master to a distributor or by directly arranging for the volume production and subsequent wholesale ~~distribution~~ of the CDs. ~~Our affiliated~~In the former case, we receive a fixed fee, have no further obligations and recognize the fee as revenue when the master CD is provided. In the latter case, we ship the produced CDs to retail distributors and recognize wholesale revenues at the time of shipment less a provision for future estimated returns. In 2007, the estimated sales returns rate was approximately 18% based on past experience.

We recognize artist performance fees and corporate sponsorship or marketing event fees once the performance or the service has been completed. Where we act as the primary obligor in the transaction, revenues are recorded on a gross basis. Where we are considered an agent or where the artists separately contract with the event organizer, revenues are recorded on a net basis.

We license our music ~~companies~~to third parties for guaranteed minimum royalty payments, normally received upfront and typically non-refundable. In such cases we recognize such fees as revenue on a straight-line basis over the life of the license and unrecognized revenues are included in liabilities. When the contract provides for additional payments if revenues exceed the minimum amount guaranteed, such amounts are included in revenues when we are notified of our entitlement to additional payments.

We incur costs in producing CD masters, volume CD production, artist and songwriter royalties, and royalties payable to other parties for the use of their work. The cost of record masters and volume CD productions, and royalties paid in advance are recorded in prepaid expenses and other current assets when the sales of the recording are expected to recover the cost and amortized as ~~an expense~~cost of revenues over the revenue generating period, typically within one year.
~~Software and System Integration.~~ We generally charge a fixed price for all of our projects and recognize revenues based on the percentage of completion of the project. Software revenues from customer orders requiring design, development and support of the software are recognized over the installation period. We use labor costs and direct project expenses The decision to ~~determine the stage of~~
~~completion, except for revenues associated with the procurement of hardware, which we recognize upon delivery of the hardware~~capitalize an advance to an artist, songwriter or other party requires significant judgment as to the ~~customer. Historically, since a large part~~recoverability of ~~the cost of certain projects related to third party software~~these advances. Advances for royalties and hardware, the timing of such software and hardware delivery caused our quarterly gross revenues and cost of revenues to fluctuate significantly. We recognized total revenues from the sale of third party hardware and software of $0.5 million, $0.8 million and $5.8 million, and cost of such revenues of $0.5 million, $0.8 million and $5.8 million in 2006, 2005 and 2004, respectively. Because third party software and hardware-related revenues approximate theother capitalized costs ~~of those items, our gross profit margins on such revenues were nominal in 2006, 2005 and 2004. Recognized revenues and profit~~ are ~~subject to adjustments in current periods as the contract progresses to completion. Accordingly, any changes in our estimates would affect our future operating results.~~
assessed for recoverability continuously.

Stock-based Compensation Cost

We grant equity incentive awards to our employees and certain non-employees. Until February 2006 when we commenced granting ~~restricted~~nonvested shares, all of our equity incentive grants were in the form of stock options.

Prior to January 1, 2006, we accounted for share-based compensation plans in accordance with APB 25, we did not record deferred stock-based compensation cost for employee stock option grants as the deemed fair value of our ordinary shares for accounting purposes is lower than or equal to the option exercise price on the measurement date. Prior to our initial public offering, we determined the deemed fair value of our ordinary shares based upon several factors, including a valuation report from an independent appraiser and the price of our then most recent preference share placement. Had different assumptions or criteria been used to determine the deemed fair value of our ordinary shares, materially different amounts of stock-based compensation cost could have been reported. Following our initial public offering, we have determined the fair market value of our ordinary shares by reference to the current trading price of our American Depositary Shares on The Nasdaq Global Market.44

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R), using the modified prospective transition ~~method.~~method and therefore has not restated results for prior periods. Under this transition method, ~~stock-based~~stock- based compensation expense recognized beginning January 1, 2006 includes: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006 based on the fair market value as of the grant date, measured in accordance with SFAS 123, and (b) compensation expense for all stock-based compensation awards granted on or subsequent to January 1, 2006, based on ~~grant date~~grant-date fair value estimated in accordance with the provisions of SFAS 123(R). We recognize stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting ~~period.~~
period of the award. Prior to the adoption of SFAS 123(R), we recognized stock-based compensation expense in accordance with APB 25. In ~~2006, we granted restricted purchase share awards,~~March 2005, the SEC issued SAB 107 regarding the SEC’s interpretation of SFAS 123(R) and the valuation of stock-based payments for public companies. We have applied the provisions of SAB 107 in ~~lieu~~the adoption of ~~stock options, under Hurray’s 2004 Share Incentive Plan (the “2004 Plan”) to certain officers~~SFAS 123(R).

Goodwill and ~~senior management. The~~Intangible Assets Impairment

We test goodwill for impairment by reporting unit on an annual basis or more frequently if an event occurs or circumstances change that could more likely than not reduce the fair ~~market~~ value of ~~restricted share~~the goodwill below their carrying amount. We perform a two-step goodwill impairment test. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. The impairment of goodwill is determined by us estimating the ~~market~~fair value based upon the present value of ~~unrestricted shares.~~future cash flows. In estimating the future cash flows of each reporting unit, we have taken into consideration the overall and industry economic conditions and trends, market risk of our company and historical information.

We measure impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we would recognize an impairment loss based on the fair value of the assets.

Income Taxes

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

In March 2007, the National People’s Congress of China enacted a new Enterprise Income Tax Law, or the New EIT Law, which became effective on January 1, 2008. In addition, the Implementation Rules of the New Enterprise Income Tax Law, or the Implementation Rules were promulgated by the PRC State Council on December 6, 2007 and the Notice on Implementation of Transitional Arrangements for Preferential Policies of Enterprise Income Tax, or the Transitional Arrangements Notice, was promulgated by the PRC State Council on December 26, 2007. Under the New EIT system, a unified enterprise income tax rate of 25% and unified tax deduction standards will be applied equally to both domestic-invested enterprises and foreign-invested enterprises. Enterprises established prior to March 16, 2007 eligible for preferential tax rate of 15% according to the then effective PRC Enterprise Income tax Law for Foreign-Invested Enterprise and Foreign Enterprise tax laws and administrative regulations shall be subject to transitional rules as stipulated in the Transitional Arrangements Notice. In addition, certain qualified high and new technology enterprises strongly supported by the state may still benefit from a preferential tax rate of 15% under the New EIT Law if they meet the definition of “qualified high and new technology enterprise” strongly supported by the state set out in the Implementation Rules which refers to companies hold independent ownership of core intellectual properties and simultaneously meet a list of other criteria as stipulated. As a result, if our PRC subsidiaries and VIEs qualify as qualified high and new technology enterprises strongly supported by the state under the new EIT Law, they will continue to benefit from a preferential tax rate of 15%. Otherwise, the applicable tax rate of our PRC subsidiaries may be subject to PRC income tax at a rate of 25% starting from 2008 under the New EIT system. Hurray! has used the new standard rates for calculation of deferred taxes until the necessary approvals are obtained.

Results of Operations

The following discussion of our results of operations for the years ended December 31, ~~2004,~~ 2005, 2006 and ~~2006~~2007 is based upon our audited ~~historical~~ consolidated financial statements included elsewhere in this annual ~~report.~~report on Form 20-F.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Our results of operations for the year ended December 31, 2007 compared to the year ended December 31, 2006 were impacted by the inclusion of the operating results for 2007 of Shanghai Saiyu, Henan Yinshan, Secular Bird and Fly Songs, which were acquired in 2007.

Revenues.Our revenues declined 11.9% to $60.5 million in 2007 from $68.7 million in 2006. This decrease was primarily due to a decline in demand for WVAS in 2007.

Wireless Value-added Services. Revenues from our WVAS declined 20.0% to $50.0 million for 2007 from $62.5 million for 2006, primarily due to the decline in the market for SMS and WAP services. SMS revenues were $11.0 million in 2007, a decline of 35.7% from $17.1 million for 2006. WAP revenues were $12.6 million in 2007, a decline of 41.4% from $21.5 million for 2006. IVR and RBT revenues were $17.2 million and $5.7 million in 2007, an increase of 59.3% and 21.3% from $10.8 million and $4.7 million for 2006, respectively.

Recorded Music.Recorded music revenues became a new business line for us in 2006. We expanded our recorded music segment by acquiring 65% of Secular Bird, an independent record label in China, and through Freeland Music, 51% of Fly Songs, a performance and concert organizer. Revenue from recorded music was $10.5 million in 2007, an increase of 69.1% from $6.2 million for 2006. We expect to derive an increasing amount of our total revenues from recorded music in the coming year.

Cost of Revenues.Our cost of revenues declined 3.6% to $42.6 million in 2007 from $44.2 million in 2006 due primarily to decreased costs for our WVAS as our WVAS revenues declined. Our decrease in cost of revenue was partly offset by increased costs of our recorded music business as that business grew organically and through acquisition.

Wireless value-added Services. Our cost of WVAS declined 10.5% to $36.4 million for 2007 from $40.7 million for 2006. This decrease resulted primarily from decreased promotion costs due to the market.

Recorded Music.Our cost of recorded music increased 75.4% to $6.2 million for 2007 from $3.6 million for 2006. This increase resulted primarily from increased commercial development and artists’ performance cost as well as from our music company acquisitions in 2007.

Gross Profits.Our gross profits decreased 26.9% to $17.9 million for 2007 from $24.5 million for 2006, mainly due to the decreased profits from WVAS. Our gross profit margins decreased to 29.6% for 2007 from 35.6% for 2006, due primarily to decreased margins for WVAS, which mainly resulted from increased marketing, promotion and distributions costs related to SMS and WAP services.

Operating Expenses.Operating expenses sharply increased by 209.1% to $61.5 million for 2007 from $19.9 million for 2006, due primarily to impairment charges amounting to $38.8 million for our WVAS business and additional expenses associated with our new acquisitions in 2007.

Product Development Expenses.Our product development expenses decreased slightly to $2.0 million in 2007 from $2.2 million in 2006.

Selling and Marketing Expenses. Our selling and marketing expenses slightly increased by 4.5% to $11.5 million in 2007 from $11.0 million in 2006.

General and Administrative Expenses. Our general and administrative expenses increased 36.4% to $9.1 million in 2007 from $6.7 million in 2006. This increase was mainly due to the increased professional service fees and additional expenses associated with our new acquisitions and to a lesser extent, increased bad debt expense and amortization expense of intangible assets.

Provision for Impairment of Goodwill and Intangible Assets.We tested the carrying value of goodwill and acquired intangible assets and recorded an impairment charge of $41.3 million in 2007.

(Loss) Income from Continuing Operations.As a result of the foregoing, loss from operations was $43.6 million for 2007 compared to income of $4.6 million for 2006.

Interest Income and Expense. Interest income was $2.3 million for 2007, compared to $2.5 million for 2006. Interest expense increased to $0.2 million for 2007 from $0.05 million in 2006. This increase related to the acquisition payables for Shanghai Magma.

Other Income. Other income, primarily government tax subsidies, was $0.5 and $0.3 million in 2007 and 2006, respectively.

Income Taxes.Income taxes were a benefit of $0.2 million in 2007 and an expense of $0.2 million in 2006.

Equity in Losses of Affiliate. In April 2007, we acquired a 30% interest in New Run, an independent record label in China, and it has been accounted for on the equity basis from April 1, 2007. The equity in the losses of New Run was $0.06 million in 2007.

Net (Loss) Income from Continuing Operations.Net loss from continuing operations was $41.5 million for 2007 compared to income of $6.6 million for 2006.

Net Loss from Discontinued Operations. Effective August 1, 2007, we accounted for our SSI Business as a discontinued operation. Net loss from discontinued operations was reduced from $0.8 million in 2006, a full year’s operations, to $0.4 million in 2007, which included the benefit of income of $0.2 million representing the gain recognized on the sale of the SSI Business.

Net (Loss) Income. As a result of the foregoing, net loss was $42.0 million due to an impairment charge of $41.3 million for 2007 compared to net income of $5.8 million for 2006. Our net loss in 2007 was offset by net income of approximately $0.6 million derived from our new acquisitions, mainly Shanghai Saiyu.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Our results of operations for the year ended December 31, 2006 compared to the year ended December 31, 2005 were impacted by the inclusion of the operating results for 2006 of Shanghai Magma and Freeland Music, which were acquired in 2006 and the results of Huayi Brothers Music which had been acquired on December 31, 2005.

Revenues.Our revenues increased ~~12.1%~~22.6% to ~~$69.9~~$68.7 million in 2006 from ~~$62.4~~$56.1 million in 2005. This increase was primarily due to an increase in revenues from our 2G services and revenues from the affiliated music companies,which were consolidated into our financial statements in 2006.

2GWireless Value-Added Services. Revenues from our ~~2G services~~WVAS increased ~~61.8%~~11.5% to ~~$32.6~~$62.5 million for 2006 from ~~$20.1~~$56.1 million for 2005, primarily due to the growth in the market for ~~SMS, IVR and RBT services.~~2G services, especially for SMS. SMS revenues were $17.1 million in 2006, an increase of 61.2% from $10.6 million for 2005. Following the first quarter of 2004 and continuing through 2005, our SMS revenues were negatively affected by new billing systems of China Mobile and China Unicom and other changes in their policies and the enforcement of their policies. We did, however, relaunch our SMS services in the second half of 2005 through various marketing and promotional activities that were independent of the ~~mobile~~telecom operators which contributed to our increased SMS revenues in 2006. IVR revenues were $10.8 million in 2006, an increase of 25.9% from $8.6 million for 2005. RBT revenues were $3.4 million in 2006, a significant increase over $0.9 million for 2005.
~~2.5G Services~~. Revenues from our 2.5G services decreased 16.7% to $29.9 million for 2006 from $35.9 million for 2005, primarily due to a decrease in WAP revenues. Total WAP revenues were $21.5 million for 2006, a decrease of 37.0% over 2005. This decrease was primarily due to decreased sales on the WAP portals of China Unicom as result of declines in Unicom’s active CDMA and WAP user declined and new policies of mandatory free trial periods and double reminders for subscription based services. WAP revenues generated through China Unicom’s WAP portals were $11.1 million in 2006, a decrease of 53.6% as compared with
$24.1 million for 2005. MMS revenues, predominantly from China Mobile’s users, were $4.0 million, a significant increase over $1.7 million for 2005. Revenues from Java™ services were $4.4 million in 2006 compared with an insignificant amount in 2005, due primarily to revenues generated by Shanghai Magma following our acquisition of such company in 2005.

Recorded Music.Recorded music revenues, which became a new business line for us in 2006, were $6.2 million in 2006, accounting for ~~8.9%~~9.0% of total revenues in 2006. ~~We expect to derive an increasing amount of total revenues from recorded music for at least the near term.~~
~~Software and System Integration Services~~. Revenues from our software and system integration services declined 81.4% to $1.2 million for 2006 from $6.3 million for 2005. The decline in 2006 of such revenue was due primarily to a delay in China Unicom’s build-out of its 2.5G and 3G networks in 2006.

Cost of Revenues.Our cost of revenues increased ~~50.9%~~54.4% to ~~$45.2~~$44.2 million in 2006 from ~~$29.9~~$28.6 million in 2005 due primarily to increased costs for 2G services and, to a lesser extent, increased costs for our 2.5G services and our new recorded music business. ~~This increase was offset in part by a decline in costs associated with our software and system integration services.~~

2GWireless Value-Added Services. Our cost of ~~2G services~~WVAS increased ~~79.5%~~42.0% to ~~$24.6~~$40.7 million for 2006 from ~~$13.7~~$28.6 million for 2005. This increase resulted primarily from increased costs incurred to promote our 2G services through channels which are independent of the ~~mobile~~telecom operators, including mobile handset partnerships, internet marketing alliances and direct advertising. It also resulted from increased levels of service and network fees corresponding to the growth in sales of 2G services in 2006 compared to 2005, a RMB5.7 million ($0.7 million) fine imposed on Hurray! Solutions by China Unicom for improper delivery of one of its SMS services to ~~users. In addition, the increase reflects, to a lesser extent, the cost of purchasing content for our IVR services.~~
~~2.5G Services~~. Our cost of 2.5G services increased 7.6% to $16.1 million for 2006 from $14.9 million for 2005, due primarily to increased service and network fees of our 2.5G services in 2006 compared to 2005, the cost incurred to promote our MMS services through channels independent of the mobile operators,users and a RMB3.0 million ($0.4 million) fine imposed on Beijing Hutong by China Unicom for violating a China Unicom billing policy by one of its WAP services.
~~Software and System Integration Services~~~~. Our~~ In addition, the increase reflects, to a lesser extent, the cost of ~~software and system integration services~~purchasing content for our IVR services.

Gross Profits.Our gross profits decreased ~~significantly~~10.7% to ~~$0.9~~$24.5 million for 2006 from ~~$1.3 million for 2005, due primarily to decreased sales of third party hardware and software.~~
~~Gross Profits.~~ ~~Our gross profits decreased 23.8% to $24.7 million for 2006 from $32.4~~$27.4 million for 2005, mainly due to the decreased profits from 2.5G ~~services and, to a lesser extent, from software and system integration~~ services. Our gross profit margins decreased to ~~35.4%~~35.6% for 2006 from ~~52.0%~~48.9% for 2005, due primarily to decreased margins for 2.5G services, which mainly resulted from new policies mandating free trial periods and double confirmation reminders for subscription based services and increased marketing, promotion and distributions costs related to WAP services This decrease was also due, to a lesser extent, to the lower gross profit margins for our software and system integration services as a result of a delay in China Unicom’s build-out of its 2.5G and 3G networks in 2006.
services.

Operating Expenses.Operating expenses increased ~~34.6%~~39.3% to ~~$21.3~~$19.9 million for 2006 from ~~$15.8~~$14.3 million for 2005, due primarily to the additional expenses associated with our newly acquired companies, Huayi Brothers Music, Freeland Music and Shanghai Magma.

Product Development Expenses.Our product development expenses increased slightly to ~~$2.6~~$2.2 million in 2006 from ~~$2.5~~$1.9 million in 2005.

Selling and Marketing Expenses. Our selling and marketing expenses increased ~~21.4%~~22.6% to ~~$11.9~~$11.0 million in 2006 from ~~$9.8~~$9.0 million in 2005. This increase was primarily due to the additional expenses associated with our newly acquired companies, Huayi Brothers Music, Freeland Music and Shanghai Magma and increased use of stock-based compensation in 2006 to reward our sales and marketing personnel, which created stock-based compensation expense allocable to selling and marketing expenses.

General and Administrative Expenses. Our general and administrative expenses increased ~~94.2%~~94.6% to ~~$6.8~~$6.7 million in 2006 from ~~$3.5~~$3.4 million in 2005. This increase was mainly due to the additional expenses associated with our newly acquired companies, Huayi Brothers Music, Freeland Music and Shanghai Magma and to lesser extent, increased rental expenses, bad debt expenses and amortization expenses of intangible assets

Income from Operations.As a result of the foregoing, income from operations decreased to ~~$3.4~~$4.6 million for 2006 from ~~$16.6~~$13.2 million for 2005.

Interest Income and ~~expense~~Expense. Interest income was ~~$2.6~~$2.5 million for 2006, compared to $1.4 million for 2005. This increase was mainly due to the interest rates increase in 2006 and increased collections from our customers. Interest expense increased to $45,000 for 2006 from $27,000 in 2005.

Other Income. Other income, primarily government tax ~~rebates,~~subsidies, was ~~$0.5 and $1.0~~$0.3 million in 2006 and 2005, respectively.

Income Taxes.Income taxes were ~~$0.1~~$0.2 million in 2006 and ~~$0.4~~$0.3 million in 2005 resulting from the lower level of profitability in 2006 compared to 2005.

Net Income from Continuing Operations.Net income from continuing operations was $6.6 million for 2006 compared to income of $14.5 million for 2005.

Net (Loss) Income from Discontinued Operations. The SSI Business generated a loss of $0.8 million in 2006 as business declined significantly as the telecom operators awaited the issue of 3G licenses, therefore delaying the build out of their networks and the awarding of significant contracts. In 2005, this business had net income of $4.1 million.

Net Income. As a result of the foregoing, net income decreased 68.8% to $5.8 million for 2006 from $18.6 million for 2005.
~~Income Attributable to Holders of Ordinary Shares~~~~. As a result of the foregoing, our net income attributable to holders of ordinary shares was $5.8 million in 2006, compared to $18.6 million in 2005.~~
~~Year Ended December 31, 2005 Compared to Year Ended December 31, 2004~~
~~Revenues.~~ Our revenues increased 16.7% to $62.4 million in 2005 from $53.4 million in 2004. This increase was primarily due to an increase in revenues from our 2.5G services and, to a lesser extent, an increase in revenues from our 2G services.
~~2G Services~~. Revenues from our 2G services increased 34.7% to $20.1 million for 2005 from $14.9 million for 2004, primarily due to the growth in the market for IVR and RBT services. SMS revenues were $10.6 million, a decline of 22.4% from $13.7 million for 2004. Following the first quarter of 2004 and continuing through 2005, our SMS revenues were negatively affected by new billing systems of China Mobile and China Unicom and other changes in their policies and the enforcement of their policies. We did, however, relaunch our SMS services in the second half of 2005 through various marketing and promotional activities which were independent of the mobile operators. IVR revenues were $8.6 million, a significant increase over $1.3 million for 2004 (the year in which such services were introduced). RBT revenues were $0.9 million for 2005, as compared with nil for 2004.
~~2.5G Services~~. Revenues from our 2.5G services increased 27.3% to $35.9 million for 2005 from $28.2 million for 2004, primarily due to an increase in WAP revenues. Total WAP revenues were $34.3 million for 2005, an increase of 21.2% over 2004. This increase was primarily due to increased sales on the WAP portals of China Mobile and, to a lesser extent, of China Unicom. WAP revenues generated through China Unicom’s WAP portals were $24.1 million, an increase of 5.4% as compared with $22.7 million for 2004. WAP revenues generated through China Mobile’s WAP portals were $10.2 million, an increase of 88.7% as compared with $5.5 million for 2004. MMS revenues, predominantly from China Mobile’s users, were $1.7 million for 2005, as compared with nil for 2004. Revenues from Java™ services remained insignificant in 2005.
~~Software and System Integration Services~~. Revenues from our software and system integration services declined 38.5% to $6.3 million for 2005 from $10.3 million for 2004. The decline in 2005 of such revenue is due primarily to our strategy to minimize revenues from third-party hardware sold on a no-margin, pass-through basis.
~~Cost of Revenues~~. Our cost of revenues increased 23.0% to $29.9 million in 2005 from $24.3 million in 2004 due primarily to increased costs for 2G services and, to a lesser extent, increased costs for our 2.5G services. This increase was offset in part by a decline of costs associated with our software and system integration services.
~~2G Services~~. Our cost of 2G services increased 94.5% to $13.7 million for 2005 from $7.0 million for 2004. This increase resulted primarily from increased costs incurred to promote our 2G services through channels which are independent of the mobile operators, including mobile handset partnerships, Internet marketing alliances and direct advertising. It also resulted from increased levels of service and network fees corresponding to the growth in sales of 2G services in 2005 compared to 2004 and a $0.7 million fine imposed on Hurray! Solutions by China Unicom for improper delivery of one of its SMS services to users. In addition, the increase reflects, to a lesser extent, the cost of purchasing content for our IVR services.
~~2.5G Services~~. Our cost of 2.5G services increased 35.6% to $14.9 million for 2005 from $11.0 million for 2004, due primarily to increased service and network fees corresponding to the growth in sales of our 2.5G services in 2005 compared to 2004 and the cost incurred to promote our MMS services through channels independent of the mobile operators.
~~Software and System Integration Services~~. Our cost of software and system integration services decreased significantly to $1.3 million for 2005 from $6.3 million for 2004, due primarily to decreased sales of third party hardware and software.
~~Gross Profits.~~ Our gross profits increased 11.4% to $32.4 million for 2005 from $29.1 million for 2004, reflecting increased profits from all our business segments. Our gross profit margins decreased to 52.0% for 2005 from 54.5% for 2004, due primarily to decreased margins for 2G services, which mainly resulted from increased marketing, promotion and distributions costs. This decrease was also due, to a lesser extent, to lower gross profit margins for our 2.5G services as a result of higher third party content revenue sharing cost and increased revenues from lower gross margin MMS services. This decrease in gross profit margins in 2005 was offset in part by increased gross profit margins for software and system integration services due to reduced third-party hardware pass-through sales.
~~Operating Expenses.~~ Operating expenses increased 36.4% to $15.8 million for 2005 from $11.6 million for 2004, due primarily to increases in stock-based compensation expense. The increase in stock-based compensation expense resulted primarily from increased headcount as our company implemented various strategic initiatives in 2005.
~~Product Development Expenses.~~ ~~Our product development expenses increased slightly to $2.5 million in 2005 from $2.3 million in 2004.~~
~~Selling and Marketing Expenses~~. Our selling and marketing expenses increased 31.8% to $9.8 million in 2005 from $7.4 million in 2004. This increase was primarily due to an increase in staff costs related to increased headcount (from 282 to 387) to accommodate the growth and expansion of different marketing, promotion and distribution channels.
~~General and Administrative Expenses~~~~. Our general and administrative expenses increased 91.3% to $3.5 million in 2005 from $1.8 million in 2004. This increase mainly reflects increased professional services fees.~~
~~Income from Operations~~~~. As a result of the foregoing, income from operations decreased to $16.6 million for 2005 from $17.5 million for 2004.~~
~~Interest Income and expense~~. Interest income was $1.4 million for 2005, compared to $38,000 for 2004. The interest income for 2005 represented interest earned on the proceeds of our initial public offering in February 2005. Interest expense decreased to $27,000 for 2005 from $0.3 million in 2004.
~~Other Income~~~~. Other income, primarily government tax rebates, was $1.0 million in 2005. There was no such income for 2004.~~
~~Income Taxes.~~ ~~Income taxes were $0.4 million in 2005 principally as a result of increased tax rates as certain affiliates were no longer eligible for a full tax exemption. There were no income taxes in 2004.~~
~~Net Income~~~~. As a result of the foregoing, net income increased 8.0% to $18.6 million for 2005 from $17.2 million for 2004.~~
~~Income Attributable to Holders of Ordinary Shares~~~~. As a result of the foregoing, our net income attributable to holders of ordinary shares was $18.6 million in 2005, compared to $17.2 million in 2004.~~

B. LIQUIDITY AND CAPITAL RESOURCES

Cash Flows and Working Capital

The following table sets forth our cash flows with respect to operating activities, investing activities and financing activities for the periods indicated:

For the Year Ended December 31,
2007 2006 2005
(in thousands of U.S. dollars)
Net cash (used in) provided by operating activities $ (2,055 ) $ 17,636 $ 13,980
Net cash used in investing activities (8,120 ) (15,157 ) (6,591 )
Net cash provided by (used in) financing activities 16 (4,399 ) 59,305

Net (decrease) increase in cash and cash equivalents $ (10,159 ) $ (1,920 ) $ 66,694

   For the Year Ended December 31,
   2006 2005 2004
   (in thousands of U.S. dollars)
Net cash provided by operating activities
   $ 17,894 $ 14,042 $ 15,822
Net cash used in investing activities
   (15,415 ) (6,653 ) (17,160 )
Net cash (used in) provided by (financing activities
   (4,399 ) 59,305 (1,104 )

Net (decrease) increase in cash and cash equivalents
   $ (1,920 ) $ 66,694 $ (2,442 )

48

Our net cash used in operating activities in 2007 was $2.1 million. This was primarily attributable to our net loss of $41.9 million, as adjusted for an add-back of $41.3 million in loss on impairment of goodwill and other intangible assets and $3.7 million in depreciation and amortization as non-cash items, which was offset in part by a $2.1 million increase in accounts receivable and $3.2 million increase in receivable from disposal of subsidiary. Our net cash provided by operating activities in 2006 was ~~$17.9~~$17.6 million. This was primarily attributable to our net income of $5.8 million, as adjusted for an add-back of $3.5 million in depreciation and amortization as a non-cash item, $5.5 million decrease in accounts receivable and $3.1 million decrease in prepaid expenses and other current assets. Our net cash provided by operating activities in 2005 was $14.0 million. This was primarily attributable to our net income of $18.6 million, as adjusted for an add-back of $1.9 million in depreciation and amortization as a non-cash item, which was offset in part by a $5.8 million increase in accounts receivable. Our net cash provided by operating activities in 2004 was $15.8 million. This was primarily attributable to our net income of $17.2 million, as adjusted for an add-back of $2.0 million in depreciation and amortization as a non-cash item which was offset by a $3.5 million increase in accounts receivable.

Net accounts receivable ~~increased~~declined from ~~$11.9 million as of December 31, 2004 to~~ $18.1 million as of December 31, 2005 ~~and declined~~ to $13.4 million as of December 31, ~~2006. The increase from 2004~~2006 and increased to ~~2005 is primarily due to an amount due from one customer who was granted extended credit terms during the year; the amount was fully settled subsequently.~~$14.7 million as of December 31, 2007. The decrease from 2005 to 2006 is primarily due to a significant improvement in collections from the ~~mobile~~telecom operators, mainly from China Unicom. The increase from 2006 to 2007 is primarily due to lengthened collection periods from the telecom operators. The average collection time for our accounts receivable from ~~2G and 2.5G services~~WVAS was ~~55 days in 2004, increasing to~~ 81 days in 2005, ~~and~~ decreasing to 7571 days in ~~2006. The average collection time for our accounts receivable from software~~2006 and ~~system integrations services increased from 114~~increasing to 78 days in ~~2004 to 141 days in 2005 and increased to 600 days in 2006.~~
2007.

Net cash used in investing activities was ~~$15.4~~$8.1 million in 2007, of which $3.2 million was used in the acquisition of equity interests in Shanghai Saiyu, Henan Yinshan, Fly Songs and Secular Bird and $2.5 million was used in the acquisition of an equity affiliate, New Run. Net cash used in investing activities was $15.2 million in 2006, of which $12.6 million was used in the acquisition of equity interests in Huayi Brothers Music, Freeland Music and Shanghai Magma. Net cash used in investing activities was ~~$6.7~~$6.6 million in 2005, of which ~~$2.9~~$4.2 million was used infor the ~~acquisition~~acquisitions of ~~an equity interest of Huayi Brothers Music~~intangible assets and $1.1 million was a prepayment for the acquisition of an equity interest ofin Freeland Music and Shanghai Magma. Our total capital expenditures for computer hardware, software and office equipment for the years ended December 31, 2007, 2006 and 2005 ~~and 2004~~ were $0.9 million, $1.0 million ~~$1.3 million~~ and ~~$1.9~~$1.3 million, respectively. Our capital ~~expenditures in progress are financed from retained earnings. Our principal capital~~ divestitures are not material. ~~We do not have any material capital divestitures~~

Net cash provided by financing activities was $16,334 for 2007, resulting from proceeds arising in ~~progress.~~
~~The following table sets forth our capital expenditures and divestitures for~~connection with the ~~periods indicated:~~

   For the Year Ended December 31,
   2006    2005    2004
   (in millions of U.S. dollars)
Capital expenditures
   $ 1.0    $ 1.3    $ 1.9
Capital divestitures
   —      —      —
exercise of stock options in 2007. Net cash used in financing activities was $4.4 million for 2006, mainly due to ~~the~~our repurchase and cancellation of 79,260,000 ordinary shares ~~repurchased and cancelled by us~~ under our stock repurchase program in 2006 with a total cost of $5.0 million. Net cash provided by financing activities was $59.3 million for 2005, mainly reflecting the proceeds from our initial public offering. ~~Net cash used in financing activities was $1.1 million for 2004, mainly reflecting repayments of our short-term loans.~~

We keep almost all of our cash in U.S. dollar or RMB denominated bank accounts or short-term time deposits for two principal purposes: to finance our operations and to manage the interest rate and currency risks arising from our operations. We adjust the amount of cash held in U.S. dollars and RMB from time to time to maximize our interest rate returns and to ensure that we have sufficient RMB for our operational needs, including for lease and other commitments. We have not historically used derivative instruments to hedge market risks.

We believe that our current cash and cash equivalents, cash flow from operations and the proceeds from our initial public offering will be sufficient to meet our anticipated cash needs, including for working capital, capital expenditures and various contractual obligations, for at least the next 12 months. We also believe that our recent investments in New Run, Shanghai Saiyu, Fly Songs and Secular Bird will have no material impact on our future liquidity or capital resources in the near term. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these sources are insufficient to satisfy our cash requirements, we may seek to issue debt securities or additional equity or to obtain bank borrowings. The issue of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict our operations and the placement of liens over some or all of our assets. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Indebtedness

As of December 31, ~~2006,~~2007, other than a remaining payment for the acquisition of Shanghai Magma of ~~$5.8~~$6 million originally due in December 2007, we did not have any indebtedness or any material debt securities or material mortgages or liens. In February 2008, we agreed with the former shareholders of Shanghai Magma to reduce this liability to $1 million, which amount has subsequently been paid. In addition, as of December 31, ~~2006,~~2007, we did not have any material contingent liabilities. We may, however, be obligated to make certain earn-out payments in connection with our investments in ~~Huayi Brothers Music, Freeland Music,~~ New Run, Shanghai Saiyu, and Secular Bird, as discussed under “Tabular Disclosure of Contractual Obligations” below.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

See Item 4.B. “Information About the Company — Business Overview — Product and Content Development,” “—Infrastructure and Technology,” and “—Intellectual Property and Proprietary Rights.”

D. TREND INFORMATION

See Item 3.D. “Key Information — Risk Factors” and ~~“Operating~~“—Operating and Financial Review and Prospects” above.

E. OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as ~~shareholders’equity,~~shareholders’ equity, or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table sets forth our contractual obligations as of December 31, ~~2006:~~

   Payments Due by Period
   Total    Less than
1 year
1-3
years

3-5
years

More than
5 years
   (in thousands of U.S. dollars)
Operating lease commitments
   $ 4,711    $ 1,868    $ 2,843    $ —      $ —
Other contractual commitments*
   614    204    410    —      —

Total contractual obligations
   $ 5,325    $ 2,072    $ 3,253    $ —      $ —

2007:

Payments Due by Period
Less than 1-3 3-5
Total 1 year years years
(in thousands of U.S. dollars)
Operating lease commitments $ 3,125 $ 1,725 $ 1,379 $ 21
Other contractual commitments* 5,086 1, 974 3,112 —

Total contractual obligations $ 8,211 $ 3,699 $ 4,491 $ 21


*		Represents non-cancelable agency agreements with certain artists that provide for minimum payments.

The agreements entered into in connection with our acquisitions and strategic investments described above under Item 4.A “History and Development of the ~~heading “Recent Developments”~~Company” include earn-out provisions pursuant to which the sellers will become entitled to additional consideration, which may be material and may in certain circumstances include either cash or additional equity interests, if the relevant business achieves specified performance measures.

Holding Company Structure

We are a holding company with no operations of our own. All of our operations are conducted through Beijing Hurray! Times. As a result, our ability to pay dividends and to finance any debt that we may incur is dependent upon service fees paid by our affiliated Chinese entities to Beijing Hurray! Times, and dividends and other distributions paid by those subsidiaries. If any of our subsidiaries or our affiliated Chinese entities incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay service fees or dividends to Beijing Hurray! Times or us. In addition, Chinese legal restrictions permit payment of dividends to us by our subsidiaries only out of the net income from our subsidiaries, if any, determined in accordance with Chinese accounting standards and regulations. Under Chinese law, our subsidiaries are also required to set aside a portion (at least 10%) of their after tax net income, if any, each year for certain reserve funds. These reserve funds are not distributable as cash dividends.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to the interest income generated by our cash deposits in banks. We have not used derivative financial instruments in our investment portfolio. Interest-earning instruments and floating rate debt carry a degree of interest rate risk. We have not been exposed, nor do we anticipate being exposed, to material risks due to changes in interest rates. Our future interest income may fluctuate in line with changes in interest rates. However, the risk associated with fluctuating interest rates is principally confined to our cash deposits in banks, and, therefore, our exposure to interest rate risk is minimal and immaterial.

Foreign Exchange Risk

While our reporting currency is the U.S. dollar, to date, virtually all of our revenues and costs are denominated in Renminbi and substantially all of our assets (other than the proceeds from our initial public offering) and liabilities are denominated in Renminbi. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be impacted by fluctuations in the exchange rate between U.S. dollars and Renminbi. If the Renminbi depreciates against the U.S. dollar, the value of our Renminbi revenues and assets as expressed in U.S. dollars in our financial statements will decline.

Between ~~2000~~2001 and ~~2006,~~2007, the exchange rate between Renminbi and U.S. dollars has varied by less than ~~5.7%~~11.9%. If the Renminbi had been 1% and 5% less valuable against the U.S. dollar than the actual rate as of December 31, ~~2006~~2007 which was used in preparing the Company’s audited financial statements as of and for the year ended December 31, ~~2006,~~2007, our net asset value, as presented in U.S. dollars, would have been reduced by ~~$516,029~~$0.09 million and ~~$2,481,853,~~$0.4 million, respectively. Conversely, if the Renminbi had been 1% and 5% more valuable against the U.S. dollar as of that date, then our net asset value would have increased by ~~$526,454~~$0.09 million and ~~$2,743,101,~~$0.5 million, respectively. We cannot predict at this time what will be the long-term effect of the Chinese government’s decision to tie the Renminbi to a basket of currencies, rather than just to the U.S. dollar.

Inflation
~~In recent years, China~~

Inflation has not materially impacted our results of operations in recent years. However, in 2007, China experienced ~~significant~~significantly increased inflation, ~~and thus inflation has not had a significant effect~~which, if it continues at that level or increases further, could have an adverse impact on our ~~business during the past three years.~~financial condition and result of operation in future periods. According to the China Statistical Bureau, China’s overall national inflation rate, as measured by the general consumer price index, was approximately ~~1.3%~~4.8%, 1.3% and 1.8% in 2007, 2006 and ~~3.9% in 2006,~~ 2005, ~~and 2004,~~ respectively.

TAXATION

Hurray! Holding Co., Ltd. is a tax-exempted company incorporated in the Cayman Islands. ~~The subsidiaries incorporated in the PRC are currently governed by~~Up until December 31, 2007, pursuant to the Income Tax Law of the PRC Concerning Foreign Investment and Foreign Enterprises and ~~various local income tax laws~~the Tentative Regulations of the PRC on Enterprise Income Tax (the “Income Tax Laws”)~~. Pursuant to the PRC Income Tax Laws, Hurray’s~~, our PRC subsidiaries and variable interest entities ~~are~~(“VIEs”) were generally subject to enterprise income tax at a statutory rate of 33%~~, which comprises of a 30% national income tax and a 3% local income tax.~~
. Some of ~~Hurray’s~~these subsidiaries and ~~variable interest entities qualify~~VIEs were qualified as ~~“high technology”~~high technology enterprises and under ~~PRC~~the Income Tax Laws, they ~~are~~were subject to a preferential tax rate of 15%. This classification entitles Hurray! Times to a three-year exemption from enterprise income tax commencing in 2003, followed by a 7.5% preferential tax rate for the succeeding three years and a 15% preferential tax rate thereafter. The three year income tax exemption commenced in 2000 for Hurray! Solutions, 2002 for WVAS Solutions, 2003 for Beijing Cool Young, Beijing Network and Beijing Palmsky, 2004 for Beijing Hutong, 2001 for Shanghai Magma and 2006 for Hurray! Digital Music and Freeland Music. Huayi Brothers Music is classified as a “new enterprise” and, accordingly, enjoys an exemption from both national and local enterprise income tax in 2005. It will be subject to a 30.0% national enterprise income tax and 3.0% local enterprise income tax thereafter. Hengji Weiye is subject to a 15% enterprise income tax.
In addition, ~~Hurray’s~~some of Hurray!’s subsidiaries are new-technology enterprises located in ~~the PRC are “foreign invested enterprises,”~~Beijing new-technology development zone and ~~under PRC~~the Income Tax Laws, they ~~are~~were entitled to either a three-year tax exemption followed by three years with a 50% reduction in tax rate, commencing the first operating ~~year, or a two-year tax exemption followed by three years with a 50% reduction in~~year. During 2007, the newly acquired companies, Shanghai Saiyu and Henan Yinshan enjoyed reduced taxable income which is calculated based on 10% of the revenue and subject to an income tax rate ~~commencing the first profitable year.~~ of 33%.

These preferential tax arrangements ~~will~~were originally to expire at various dates between 2006 and 2010. ~~Due~~In 2005 and 2006 a number of our VIEs became subject to ~~these~~a higher tax rate as tax exemptions expired or were reduced. The aggregate dollar and per share effect of the tax holidays in 2007, 2006 and 2005 were $1.9 million, $2.2 million and $5.6 million and $0.0009, $0.0010 and $0.0027 per share, respectively.

In March 2007, the National People’s Congress of China enacted a new Enterprise Income Tax Law, or the New EIT Law, which became effective on January 1, 2008. In addition, the Implementation Rules of the New Enterprise Income Tax Law, or the Implementation Rules were promulgated by the PRC State Council on December 6, 2007 and the Notice on Implementation of Transitional Arrangements for Preferential Policies of Enterprise Income Tax, or the Transitional Arrangements Notice, was promulgated by the PRC State Council on December 26, 2007. Under the New EIT system, a unified enterprise income tax rate of 25% and unified tax deduction standards will be applied equally to both domestic-invested enterprises and foreign-invested enterprises. Enterprises established prior to March 16, 2007 eligible for preferential tax ~~treatments~~rate of 15% according to the then effective PRC Enterprise Income to Law for Foreign-Invested Enterprise and ~~cumulative~~Foreign Enterprise tax ~~loss carryforwards, we were not subject to any current income tax expense in 2004~~laws and ~~2003.~~
~~If our activities constitute a permanent establishment in China, the income we earn in China would also~~administrative regulations shall be subject to transitional rules as stipulated in the Transitional Arrangements Notice. In addition, certain qualified high and new technology enterprises strongly supported by the state may still benefit from a ~~30.0%~~preferential tax rate of 15% under the New EIT Law if they meet the definition of “qualified high and new technology enterprise” strongly supported by the state ~~enterprise~~set out in the Implementation Rules which refers to companies hold independent ownership of core intellectual properties and simultaneously meet a list of other criteria as stipulated. As a result, if our PRC subsidiaries qualify as qualified high and new technology enterprises strongly supported by the state under the new EIT Law, they will continue to benefit from a preferential tax rate of 15%. Otherwise, the applicable tax rate of our PRC subsidiaries may be subject to PRC income tax at a rate of 25% starting from 2008 under the New EIT system. We have used the new standard rates for calculation of deferred taxes until the necessary approvals are obtained.

Under the new Enterprise Income Tax law effective on January 1, 2008, the rules for determining whether an entity is resident in the PRC for tax purposes have changed and ~~3.0% local enterprise~~the determination of residence depends amongst other things on the “place of actual management.” If Hurray! Holding Co., Ltd., or our non-PRC subsidiaries, were to be determined to be a PRC resident for tax purposes, it or they, would be subject to tax in the PRC on our worldwide income ~~tax. Income~~including the income arising in jurisdictions outside the PRC. We have evaluated our resident status under the new law and related guidance and believes Hurray! Holding Co., Ltd. would not be a PRC tax resident for PRC income tax purposes.

As Hurray! Holding Co., Ltd. would be non-resident for PRC tax purposes, dividends paid to it out of ~~our company that is not connected to a permanent~~
~~establishment in China~~profits earned after January 1, 2008 from its PRC subsidiaries would be subject to a ~~10%~~ withholding tax ~~on gross receipt from profit, interest, rentals, royalties~~of 10%.

Aggregate undistributed earnings of our subsidiaries and ~~other income earned~~affiliates located in ~~China. Dividends from our wholly owned subsidiary,~~the PRC that are available for distribution to the Company at December 31, 2007 are considered to be indefinitely reinvested under APB opinion No. 23, “Accounting for Income Taxes — Special Areas,” and accordingly, no provision has been made for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to Hurray! ~~Times,~~Holding Co., Ltd. The PRC tax authorities have also clarified that distributions made out of retained earnings accumulated prior to ~~our company~~January 1, 2008 are ~~currently exempt from Chinese~~not subject to the withholding tax.

Our ~~wireless value-added services~~WVAS revenues are subject to a 3% business tax. Our recorded music services revenues are subject to a 5% business tax for royalties and advertising revenues and a ~~17%~~13% value-added tax for revenues from the sale of CDs. Our software and system integration services revenues, ~~are~~which have been classified as a discontinued operation on their sale in August 2007, were subject to a 17% value-added tax. Companies that develop their own software and register the software with the relevant authorities in China are generally entitled to a value-added tax rebate of 14%. Any service fees that Beijing Hurray! Times charges and subsequently collects pursuant to the exclusive technical and consulting service agreements with Hurray! Solutions and our other Chinese affiliates are subject to a 5% business tax.

Subject to the approval of the relevant tax authorities, Hurray! Solutions and other affiliated Chinese entities had total tax loss carryforwards of approximately ~~$3.7~~$4.2 million and ~~$3.6~~$3.7 million as of December 31, ~~2006~~2007 and ~~2005,~~2006, respectively, for enterprise income tax purposes, which will expire by ~~2010.~~2012. These tax loss carryforwards give rise to potential deferred tax assets totaling ~~$0.6~~$1.1 million and ~~$0.4~~$0.6 million as of December 31, ~~2006~~2007 and ~~2005,~~2006, respectively. In 2005, we ~~conclude~~concluded that Hurray! Solutions and other affiliated Chinese entities ~~will~~did not record sufficient net income within the carryforward period to realize the full tax benefit of these past net losses. As a result, we established a valuation allowance for the full amount of these deferred tax assets. In 2006, we expected some of the affiliated Chinese entities ~~will~~would record sufficient net income within the carryforward period to realize the tax benefit of these past net losses, and the valuation allowance in respect of such deferred tax assets ~~will~~was reduced accordingly.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be ~~reduced accordingly.~~
~~Hurray!~~taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. We adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not result in a cumulative adjustment on January 1, 2007 and had no significant impact on our accounting for income taxes for the year ended December 31, 2007. We did not incur any interest or penalties related to potential underpaid income tax expenses, and also do not expect to have a significant increase or decrease on the unrecognized tax benefits within 12 months from December 31, 2007.

We are subject to taxation in PRC and other tax jurisdictions. There is no ongoing examination by taxing authorities at this time. Our various tax years from 2002 to 2007 are remaining open in various taxing jurisdictions.

Hurray Technologies (HK) Ltd., (“~~Hurray!~~Hurray Technologies”), our 99% owned subsidiary, is subject to income tax in Hong Kong. Hong Kong companies are generally subject to a 17.5% corporate income tax. ~~Hurray!~~Hurray Technologies has not, however, paid any income taxes in Hong Kong because to date it has not received any revenues.
~~Tax Reform~~
~~At the Fifth Session of the Tenth National People’s Congress in~~

RECENTLY ISSUED ACCOUNTING STANDARDS

In March 2007, the NPC approved the draft Enterprise Income Tax Law of the People’s Republic of China (the “new tax law”). The new tax law was passed to achieve unification of income tax law applicable to both domestic and foreign-funded enterprises. The key elements of the new tax law include the following:
~~(i)~~ ~~A new corporate income tax rate of 25% will be applicable to both domestic and foreign-invested enterprises.~~
~~(ii)~~ An enterprise established offshore but having its management organ in the PRC will be deemed as a “resident enterprise”, which will be subject to PRC tax on its global income. The term “management organ” has not yet been defined by the PRC government.
~~(iii)~~ Foreign investors are not expressly exempted from the income tax on their dividend from a foreign-invested enterprise, which exemption is currently available until the effectiveness of the new enterprise income tax law.
~~(iv)~~ ~~Enterprises which are currently entitled to a lower income tax rate for a fixed term will continue to enjoy the preferential tax treatment until the expiration of such fixed term.~~
~~(v)~~ Preferential income tax rates will continue to be provided for the promotion of technological innovation and progress, encouragement of infrastructure construction, and environmental protection and energy conservation, among other things. A preferential income tax rate of 15% will continue to be made available to hi-tech enterprises receiving priority support from the State. In addition, the new law will provide a grandfather period of five years to enterprises currently enjoying an income tax rate of 15% or 24% after the new tax law becomes effective in 2008.
~~(vi)~~ The new tax law unifies the policy for expenditure deduction and defines the scope of nondeductible expenditures. Further, it makes unified provisions for the deduction of expenditures related to an enterprise’s fixed assets, intangibles, long-term prepaid expenses, and investment assets and inventory.
We are currently monitoring and assessing the impact of the new tax law on our tax position as it is expected that the State Council will make available the detailed regulations for the implementation of the new tax law in the coming months. The new tax law will become effective in January 2008.
~~Recently Issued Accounting Standards~~
~~In February 2007,~~2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities” to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The standard requires disclosure of fair values of derivative instruments and their gains and losses in a tabular format as well as cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. It also requires that more information be provided about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We do not expect the adoption of SFAS No. 161 to have a material impact on our financial statements.

In December 2007, the FASB issued SFAS No.141(R), “Business Combinations”, to improve reporting by creating greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. We have not yet begun the process of assessing the potential impact that the adoption of SFAS No. 141(R) may have on its consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in Consolidated Financial Statements” to improve the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as required in the consolidated financial statements. Moreover, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for fiscal year, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We have not yet begun the process of assessing the potential impact that the adoption of SFAS No. 160 may have on our consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115” ~~(“SFAS 159”)~~. SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. The standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS 157. ~~The Company is~~We are currently evaluating whether the adoption of SFAS 159 will have a significant effect on ~~its~~our consolidated results of operations and financial position.

In September 2006, the FASB issued ~~Statement of Financial Accounting Standards~~SFAS No. 157, “Fair Value Measurements” ~~(“SFAS 157”)~~, which provides enhanced guidance for using fair value to measure assets and liabilities. This standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. ~~The Company is~~FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” delays the effective date of Statement 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008. We are currently evaluating whether the adoption of SFAS 157 will have a significant effect on ~~its~~our consolidated financial position, results of operations or cash flows.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each on a company’s balance sheet and statement of operations and the related financial statement disclosures. The Company does not expect the adoption of SAB 108 to have a material impact on its consolidated results of operations and financial condition.
In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”, and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 to have a material impact on its consolidated results of operations and financial condition.
In June 2006, the FASB ratified the consensus on Emerging Issues Task Force (“EITF”) Issue No. 06-03 (“EITF 06-03”), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF 06-03 provides that the presentation of taxes assessed by a governmental authority that is directly imposed on a revenue producing transaction between a seller and a customer on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. The provisions of EITF 06-03 will be effective for interim and annual reporting periods beginning after December 15, 2006. The Company does not expect the adoption of EIFT 06-03 to have a material impact on its consolidated results of operations and financial condition.

Item 6. Directors, Senior Management and Employees

~~Item 6.~~

~~Directors, Senior Management and Employees~~

A. Directors and Senior Management

The names of our current directors and executive officers, their ages as of ~~June 8, 2007~~May 30, 2008 and the principal positions with the company held by them are as follows:


~~Name~~	~~Age~~		~~Position~~		~~Class~~
Name	Age				Position		Class		Term of Office
Qindai Wang	42	43			Chairman of the Board and Chief Executive Officer		Class I		32 years
Jesse Liu⁽¹⁾	44	45		~~Director, Senior Vice President and Chief Financial Officer~~		~~Class I~~		~~3 years~~
~~Robert Mao~~^(2)(3)(4)	63		Director		Class I		32 years
~~Alan Powrie~~ Robert Mao^{(2)(3)(4) (1)}	56	64			Director		Class I		2 years
Alan Powrie⁽¹⁾		57			Director		Class III		~~2 years~~1 year
Suberna Shringla^(2)(3)(4)(1)	41	42			Director		Class II		~~1 year~~3 years
Songzuo Xiang	42	43			Director		Class II		~~1 year~~3 years
Shudan Zhang	47	48			Director		Class III		~~2 years~~1 year
~~Haoyu Yang~~ Shaojian (Sean) Wang	35	44		~~Senior Vice President~~		—		—
~~Shaojian (Sean) Wang~~	43		President, ~~and~~ Chief Operating Officer and Acting Chief Financial Officer		—		—


~~Jiang Wang~~ (1)		34		~~Senior Vice President~~		—		—

~~(1)~~

~~Jesse Liu intends to resign as our Chief Financial Officer on June 30, 2007.~~

~~(2)~~

Member of the audit ~~committee.~~

~~(3)~~

~~Member of the~~committee, compensation ~~committee.~~

~~(4)~~

~~Member of the~~committee and nominating committee.

Our Amended and Restated Memorandum and Articles of Association provide for the division of the board of directors into three classes: Class I directors (currently Qindai Wang, Jesse Liu and Robert Mao), Class II directors (currently Suberna Shringla and Songzuo Xiang) and Class III directors (currently Shudan Zhang and Alan Powrie). At each annual general meeting, directors who are elected will serve a three-year term until such director’s successor is elected and is duly qualified, or until such director’s earlier death, bankruptcy, insanity, resignation or removal. There are no family relationships among any of the directors or executive officers of our company.

Biographical Information

Qindai Wang.Mr. Wang has served as our Chief Executive Officer and Chairman of the Board since June 2001. From December 1999 to February 2001, Mr. Wang was President of AsiaInfo Technologies (China), the Chinese operating subsidiary of AsiaInfo Holdings, Inc. and a provider of telecom network integration and software solutions in China. Previously, Mr. Wang worked at Nortel Networks (China) from 1996 until 1999 as General Manager of the China Telecom account at Nortel. He served as Regional Director at Lucent Technologies (China) from 1995 to 1996 and as a Senior Group Manager at AT&T China from 1989 to 1995. Mr. Wang holds a Bachelor of Science degree in Engineering from the Chengdu Institute of Telecommunications Engineering.

Jesse Liu.Mr. Liu has served ~~as a director and~~on our board of directors since June 2001. From that date until June 2007, he also served as our Senior Vice President and Chief Financial ~~Officer since June 2001.~~Officer. Previously, Mr. Liu was the Vice President of Marketing at AsiaInfo Technologies (China) from July 1999 to August 2000. He served as the Business Development Director at Lucent Technologies for the North American market from 1995 to 1999 and as a Marketing Manager at AT&T Network Systems for Greater China from 1990 to 1995. Mr. Liu holds a Master of Business Administration degree from Columbia University, a Master of Science degree in Engineering from Iowa State University and a Bachelor of Science degree in Engineering from Tongji University.

Robert Mao.Mr. Mao has served on our board of directors since March 2003. He also serves as chairman of the board of Augux Technology, a start up provider of high intensity LED lighting equipment and as a member of the board of 3Com Corporation. Mr. Mao previously held senior executive positions at Nortel, Alcatel and ITT. Mr. Mao holds a Master degree in Management from the Massachusetts Institute of Technology as well as a Master of Science degree in Engineering and a Bachelor of Science degree in Engineering from Cornell University.

Alan Powrie.Mr. Powrie has served on our board since July 2004. Mr. Powrie was a partner with Deloitte Touche Tohmatsu, Hong Kong, until his retirement in September 2000. From October 2000 to May 2001 and again from January 2002 to May 2002, he worked as a part-time advisor to Deloitte Touche Tohmatsu China. Mr. Powrie joined Deloitte Touche Tohmatsu in 1971 and has worked with that firm in the United Kingdom, United States, Hong Kong and China. Mr. Powrie holds a Bachelor of Laws degree from the University of Edinburgh and is a member of the Institute of Chartered Accountants of Scotland and the Hong Kong Institute of Certified Public Accountants.

Suberna Shringla.Mr. Shringla has served on our board since February 2006. Mr. Shringla is a founding partner of Team Ventures, a boutique corporate finance advisory firm focused on media and communication sectors primarily in Hong Kong, China and Korea. From August 2000 to January 2002, Mr. Shringla served as Director and Head of Media and Technology Corporate Finance for SG Cowen, a subsidiary of Banque Societe Generale. Prior to that, Mr. Shringla served as Vice President and Head of Business Development of Turner Broadcasting Services International Asia Pacific/Time Warner and as a Manager of Business Development for Walt Disney Studios, Asia Pacific. Mr. Shringla holds a Masters of Business Administration degree from ENPC Paris and a Bachelor of Arts degree from St. Stephens College, Delhi. He is also an investment adviser licensed with the Securities and Futures Commission in Hong Kong.

Songzuo Xiang.Dr. Xiang has served on our board since July 2000. He was a visiting scholar at Columbia University from May 1999 to July 2000, and at Cambridge University from October 1998 to May 1999. He previously worked at the People’s Bank of China, Shenzhen branch, as the Deputy Director of the Fund Planning Department from 1995 to 1998 and as the Director of the Non-Performing Loan Management Department from 1996 to 1998. Dr. Xiang was formerly an investment manager at Shenzhen Resources & Property Development (Group) Ltd. from 1993 to 1995. He holds a Master of International Affairs degree from Columbia University, a Ph.D in Economics and a Master in Management Science degree from Renmin University of China, and a Bachelor degree in Mechanical Engineering from HuaZhong University of Science and Technology.

Shudan Zhang.Mr. Zhang has served on our board since 2000. From 1995 to 1999, he served as Vice President of Sales and Marketing at UTStarcom. Formerly, from 1991 to 1995, he served as Vice President of Sales and Marketing at Starcom, a company which he also co-founded. Mr. Zhang holds a Bachelor of Science degree from Beijing Polytechnic University.

~~Haoyu Yang.~~Dr. Yang has served as our Senior Vice President of Research and Development since June 2001. Formerly, he worked as a chief software architect at Infospace, an Internet search and directory and mobile value-added services provider, from 2000 to 2001 and as a development manager at Prio, an e-commerce service provider, from 1999 to 2000. Prior to that, Dr. Yang worked as a software engineer at Insight Development Corporation, a software development firm. Dr. Yang holds a Ph.D. in Physics from the University of Miami and a Bachelor of Science degree in Physics from Peking University.

Shaojian (Sean) Wang.Mr. Wang has served as our President and Chief Operating Officer since May ~~2006.~~2006 and our Acting Chief Financial Officer since July 2007. Previously, Mr. Wang was Chief Operating Officer and ~~acting~~Acting Chief Financial Officer at Opta Corporation, a publicly listed consumer electronics company in the U.S. that is controlled by TCL. Prior to that, he served as Chief Financial Officer at Pacificnet Inc., a technology investment and management company that invests in CRM solutions, mobile applications, and telecommunications in Asia. Prior to that, he served as the managing director at Thian Bing Investments PTE, Ltd, and as a country manager at Ecolab, Inc. Mr. Wang attended Peking University, received a Bachelor of Science degree in Economics from Hamline University and a Master of Business Administration from Carlson School of Management, University of Minnesota.

~~Jiang Wang.~~Mr.Wang has served as our Senior Vice President in charge of marketing and content sales since September 2006. Prior to that, he served as Chairman and Chief Executive Officer of Shanghai Magma, which he founded in October 2001. From March 2000 to August 2001, he worked as the Vice President of Intrinsic Inc. Prior to that, he served as a marketing and sales manager in Siemens Mobile from 1996 to 2000, a major wireless infrastructure vendor in China. Mr.Wang holds a Bachelor of Science degree in Engineering Physics from Qinghua University.

B. Compensation

Compensation of Directors and Executive Officers

In ~~2006,~~2007, we paid an aggregate of approximately ~~$377,000~~$578,633 and ~~$128,125~~$160,000 in compensation to our executive officers and non-executive directors, respectively. In ~~2006,~~2007, we granted an aggregate of ~~405,000~~395,000 ADSs, equal to ~~40,500,000 restricted~~39,500,000 nonvested shares, in lieu of stock options, to certain of our executive officers and senior management under our 2004 Share Incentive Plan, or 2004 Plan. These ~~restricted~~nonvested shares vest on an annual basis equally over three years, or 33.33% on each anniversary of the grant dates.

Full-time employees of our company and our subsidiaries in China participate in a government-mandated multi-employer defined contribution plan pursuant to which pension benefits, medical care, unemployment insurance and other welfare benefits are provided to those employees. The total provision for such employee benefits, corresponding to the full amount of our company’s obligation in connection therewith was ~~$2.4~~$2.6 million for ~~2006.~~

2007.

We have entered into indemnification agreements with each of our directors and executive officers under which we agree to indemnify each of them to the fullest extent permitted by Cayman Islands law, our articles of association and other applicable law, from and against all expenses and liabilities arising from any proceeding, to which the indemnitee is or was a party, witness or other participant. Upon the written request by a director or officer, we will, within 30 days after receipt of the request, advance funds for the payment of expenses, unless there has been a final determination that the director or officer is not entitled to indemnification for these expenses. We also ~~purchased~~maintain director and executive officer insurance for our directors and executive officers with limited liability of ~~US$20,000,000.~~

$20,000,000.

Employment Agreements

We have entered into employment, invention assignment and confidentiality, and non-compete agreements with each of our executive officers as described below.

These employment agreements provide that our obligations to compensate each officer will terminate if that officer resigns other than for a good reason or is discharged by us for cause or gross negligence, as determined by a majority of our board of directors. However, if an officer is terminated without cause or resigns for good reason, we are obligated to provide severance compensation equivalent to six months of the officer’s annual gross base salary to that officer.

The term “cause” includes actions by the officer involving:

~~dishonesty,~~

	•		dishonesty,

	•		fraud,

	•		breach of trust,

	•		physical harm to any person,

	•		breach of the employment agreement, or

	•		other similar conduct.

~~fraud,~~

~~breach of trust,~~55

~~physical harm to any person,~~

~~breach of the employment agreement, or~~

~~other similar conduct.~~

The term “good reason” includes:

~~changes in the officer’s position, which materially reduce his level of responsibilities, duties or stature, or~~

	•		changes in the officer’s position, which materially reduce his level of responsibilities, duties or stature, or

	•		a reduction in the officer’s compensation.

~~a reduction in the officer’s compensation.~~

The executive officers are also entitled to exercise their stock options, which have vested at the time of ~~the~~employment termination, if not for cause, for a period of thirty days thereafter (or such other period of time not exceeding three months as is determined by the board of directors).

In addition, if a change of control occurs with respect to our company and an officer is terminated without cause or resigns for good reason prior to the termination date of the officer’s employment agreement or the date on which either our company or the officer elects not to extend the agreement further by giving written notice to the other party, then we will be obligated to pay severance benefits in an amount equal to six times the monthly rate of annual gross base salary in effect immediately prior to the termination of employment.

Under the invention assignment and confidentiality agreements, each officer agrees, among other things, to assign all rights in company-related inventions to us and to keep our proprietary information confidential. The non-compete agreements prohibit each officer from being employed by, or participating in any manner in the management or operation of, any business that is or may reasonably become our competitor for a period of 12 months after termination of employment for any reason.

~~Option and Restricted Share Grants in Last Fiscal Year~~

In 2006, none of our executive officers or senior management were granted any stock options to purchase our shares while certain of our executive officers and senior management were granted in aggregate 405,000 ADSs, equal to 40,500,000 restricted shares, in lieu of stock options, under our 2004 Plan, of which, 330,000 ADSs, equal to 33,000,000 restricted shares vest on an annual basis equally over three years, 33.33% on each anniversary of the grant dates and 75,000 ADSs, equal to 7,500,000 restricted shares vest on an annual basis equally over 33 months.

Summary of Stock Plans

2004 Share Incentive Plan

Our board of directors and shareholders adopted our 2004 Plan in July 2004. Our board of directors initially authorized the issuance of an aggregate of up to 80,000,000 of our ordinary shares under the 2004 Plan, subject to adjustment for a share split, or any future share dividend or other similar change in our ordinary shares or our capital structure. Commencing on the first business day of each calendar year for three years beginning in 2005, the number of ordinary shares reserved for issuance under the 2004 Plan (including issuances as incentive stock options) will be increased annually by a number equal to the lesser of (a) 2.5% of the total number of shares outstanding as of that date, (b) 70,000,000 ordinary shares, or (c) a lesser number of shares determined by the board. ~~As a result of~~Pursuant to the adjustment ~~which became effective on January 1, 2005,~~provisions described above, the number of ordinary shares reserved for issuance under the 2004 Plan was increased by 29,666,800 shares for an aggregate total of 109,666,800 ordinary ~~shares.~~shares in 2005. No such adjustment was made in 2006. The number of ordinary shares reserved for issuance under the 2004 Plan was further increased by 50,000,000 shares for an aggregate total of 159,666,800 ordinary shares in 2007. No adjustment was made in 2008. In addition, shares which are currently subject to awards under our 2003 Stock Option Plan or 2002 Incentive Compensation Plan (which plans are described below) that terminate or expire on or after July 1, 2004 without the issuance of such shares will become available for award grants under our 2004 Plan. As a result of such terminations and expirations of options under these plans, an additional 6,448,740 ordinary shares are available for issuance under the 2004 Plan. A general description of the terms of the 2004 Plan is set forth below.

Types of ~~Awards~~.Awards. Awards that can be granted under the 2004 Plan consist of:

of:

~~our ordinary shares,~~

	•		our ordinary shares,

	•		options to purchase our ordinary shares,

	•		dividend equivalent rights, the value of which is measured by the dividends paid with respect to our ordinary shares,

	•		nonvested shares,

	•		stock appreciation rights the value of which is measured by appreciation in the value of our ordinary shares, and

	•		any other securities the value of which is derived from the value of our ordinary shares and which can be settled for cash, our ordinary shares or other securities or a combination of cash, our ordinary shares or other securities.

~~options to purchase our ordinary shares,~~

~~dividend equivalent rights, the value of which is measured by the dividends paid with respect to our ordinary shares,~~

~~restricted share units,~~

~~stock appreciation rights the value of which is measured by appreciation in the value of our ordinary shares, and~~

any other securities the value of which is derived from the value of our ordinary shares and which can be settled for cash, our ordinary shares or other securities or a combination of cash, our ordinary shares or other securities.

Under the 2004 Plan, we may also grant incentive stock options (also known as ISOs) within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, to employees who are located in the U.S., or who are U.S. tax payers.

Plan Administration.Our board currently administers the 2004 Plan, and may designate a committee to administer it in the future.

Eligibility.Under the 2004 Plan, awards may be issued to employees, directors or consultants of our company or our subsidiaries, although ISOs may only be issued to our employees or the employees of our subsidiaries.

Acceleration of Awards upon Corporate Transactions or Changes in Control.The 2004 Plan provides for acceleration of awards upon the occurrence of specified corporate transactions or changes in control. In the event of certain corporate transactions, including specified types of reorganizations and acquisition transactions, each outstanding award granted under the 2004 Plan will automatically become fully vested and exercisable and be released from any restrictions on transfer (other than transfer restrictions applicable to the award) and repurchase or forfeiture rights immediately prior to the specified effective date of the corporate transaction, unless the award is assumed or replaced by the successor company or its parent company in connection with the corporate transaction. Upon consummation of the corporate transaction, each outstanding award will terminate unless the award is assumed by the successor company or its parent company.

Awards.Awards under the 2004 Plan are evidenced by an award agreement which contains, among other things, provisions concerning exercisability and forfeiture upon termination of employment or consulting arrangement (by reason of death, disability or otherwise) as have been determined by our board. In addition, in the case of stock options the award agreement also specifies whether the option constitutes an ISO or a non-qualified stock option (also known as NSOs) and may, but need not, include a provision whereby a grantee at any time during his or her employment with us may exercise any part or all of the award prior to full vesting of the award.

Exercise or Purchase Price and Term of Awards.An award may be exercised when a holder delivers a notice of such exercise to us. The exercise or purchase price must be paid at the time of exercise in full by cash, check or whole ordinary shares with a fair market value at least equal to the option price (or in another appropriate manner approved by us, such as in a combination of cash and whole ordinary shares or, with respect to options, by cashless exercise through a broker-dealer).

The exercise price of ISOs cannot be less than the fair market value of our ordinary shares on the date of grant. However, in the case of an ISO granted to a grantee, who, at the time the ISO was granted, owned stock possessing more than 10.0% of the combined voting power of all classes of our share capital or the share capital of any parent or subsidiary of us, the option price may not be less than 110.0% of the fair market value of our ordinary shares on the date of grant of such ISO. The term of an ISO cannot exceed 10 years. In addition, the term of an ISO granted to a person, who, at the time of grant, owns stock possessing more than 10.0% of the combined voting power of all classes of our share capital, is limited to five years from the date of the grant of the award. To the extent that the aggregate fair market value of our ordinary shares subject to options granted as ISOs under the 2004 Plan which become exercisable for the first time by a recipient during any calendar year exceeds $100,000, then options represented by ordinary shares in excess of the $100,000 limitation shall be treated as NSOs.

The plan administrator will determine the term and exercise or purchase price, if any, of all other awards granted under our 2004 Plan. The exercise or purchase price for the awards is specified in the award agreement.

Transferability.Under the 2004 Plan, ISOs may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the grantee only by the grantee. Other awards shall be transferable by will or by the laws of descent or distribution and to the extent provided in the award agreement. The 2004 Plan permits the designation of beneficiaries by holders of awards, including ISOs.

Termination of Service.The period following the termination of a grantee’s employment or service with us during which the grantee can exercise his or her option, if any, will be provided in the award agreement, and it cannot end later than the last day of the original term of the award. In the event a grantee’s employment or service with us is terminated without cause (as defined in the 2004 Plan), any awards which have become exercisable prior to the time of termination will remain exercisable for three months from the date of termination. In the event a grantee’s employment or service with us is terminated for cause, the grantee’s right to exercise his or her options will terminate concurrently with the termination of the grantee’s service. If termination is caused by death or disability, any awards which have become exercisable prior to the time of termination, will remain exercisable for six months from the date of termination.

Amendment or Termination of 2004 Plan.Under the 2004 Plan, our board may at any time terminate, suspend, or amend the 2004 Plan in any respect, except that no termination, suspension or amendment will be effective without shareholder approval if such approval is required to comply with any law, regulation or stock exchange rule and no such change may adversely affect any award previously granted without the consent of the recipient. The 2004 Plan will expire on the tenth anniversary of the date that it was approved by the shareholders.

2003 Stock Option Plan

In September 2003, our board of directors adopted our 2003 Stock Option Plan, or 2003 Plan, which governs an aggregate of 41,191,000 stock option grants as of December 31, 2005. The 2003 Plan was terminated upon the adoption of the 2004 Plan. All future stock incentive awards will be granted pursuant to the 2004 Plan or other plans that are adopted from time to time. Option grants made under the 2003 Plan prior to its termination are still effective and governed by the 2003 Plan. A general description of the terms of the 2003 Plan is set forth below.

Types of Awards.All awards made under the 2003 Plan prior to its termination were options to purchase our ordinary shares.

Plan Administration.Same as the 2004 Plan.

Eligibility.Same as the 2004 Plan.

Acceleration of Awards upon Corporate Transactions.The 2003 Plan provides for acceleration of awards upon the occurrence of specified corporate transactions. In the event of certain corporate transactions, including specified types of reorganizations and acquisition transactions, each outstanding award granted under the 2003 Plan will automatically become fully vested and exercisable and be released from any restrictions on transfer (other than transfer restrictions applicable to the award) and repurchase or forfeiture rights immediately prior to the specified effective date of the corporate transaction, unless the award is assumed or replaced by the successor company or its parent company in connection with the corporate transaction. Upon consummation of the corporate transaction, each outstanding award will terminate unless the award is assumed by the successor company or its parent company.

Awards.Awards under the 2003 Plan are evidenced by an award agreement which contains, among other things, provisions concerning exercisability and forfeiture upon termination of employment or consulting arrangement (by reason of death, disability or otherwise) as have been determined by our board. In addition, the award agreement also specifies whether the option constitutes an ISO or a NSO and may, but need not, include a provision whereby a grantee at any time during his or her employment with us may exercise any part or all of the award prior to full vesting of the award.

The exercise prices for the awards granted under the 2003 Plan are specified in the applicable award agreements.

Transferability.Under the 2003 Plan, awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the grantee only by the grantee.

Termination of Service.The period following the termination of a grantee’s employment or service with us during which the grantee can exercise his or her option, if any, is provided in the award agreements for all outstanding option grants, and it cannot end later than the last day of the original term of the award. In the event a grantee’s employment or service with us is terminated without cause (as defined in the 2003 Plan), any awards which have become exercisable prior to the time of termination will remain exercisable for thirty days from the date of termination (unless a longer period of time not exceeding three months is determined by the plan administrator). In the event a grantee’s employment or service with us is terminated for cause, the grantee’s right to exercise his or her options will terminate concurrently with the termination of the grantee’s service. If termination is caused by death or disability, any awards which have become exercisable prior to the time of termination, will remain exercisable for six months from the date of termination.

2002 Incentive Compensation Plan

In July 2002, our board of directors adopted our 2002 Incentive Compensation Plan, or 2002 Plan, which governs an aggregate of 45,840,700 stock option grants as of December 31, 2005. The 2002 Plan was terminated upon the adoption of the 2003 Plan. Option grants made under the 2002 Plan prior to its termination are still effective and governed by the 2002 Plan. The 2002 Plan is substantially identical to the 2003 Plan in all material respects.

C. Board Practices

For information regarding the terms of our current directors and the period during which our officers and directors have served in their respective positions, please refer to Item ~~6A. “Directors~~6.A. “— Directors and Senior Management” above.

Our board of directors ~~met in person or passed resolutions~~held 4 regular meetings and took action on 22 occasions by unanimous written consent ~~seventeen times and held conference calls three times~~ during ~~2006.~~2007. All of the directors who were serving in office during ~~2006~~2007 attended at least 75% of all the meetings of our board of directors and its committees on which such director served after becoming a member of our board of directors. We have no specific policy with respect to director attendance at our annual general meetings of shareholders, and three of our directors attended the annual general meeting of shareholders held on August ~~18, 2006.~~30, 2007. Our board has determined that four of our current board ~~of directors~~ members, Messrs. Mao, Shringla, Powrie and Zhang, are “independent” as ~~that term is~~ defined ~~in Rule 4200 of the listing standards of the Marketplace Rules of the Nasdaq Global Market, Inc. (“Nasdaq”).~~

under applicable NASDAQ rules.

The board has three committees: the audit committee, the compensation committee and the nominating committee.

In ~~2006,~~2007, our audit committee held ~~five~~four formal meetings. Our audit committee charter pursuant to which the audit committee is responsible for overseeing the accounting and financial reporting processes of our company, including the appointment, compensation and oversight of the work of our independent auditors, monitoring compliance with our accounting and financial policies and evaluating management’s procedures and policies relative to the adequacy of our internal accounting controls.

Our compensation committee held ~~one meeting~~two meetings in ~~2006.~~2007. The compensation committee’s functions are to review and make recommendations to our board of directors regarding our compensation policies and all forms of compensation to be provided to our executive officers and directors.

No interlocking relationships have existed between our board of directors or compensation committee and the board of directors or compensation committee of any other company.

Our nominating committee held ~~one meeting~~two meetings in ~~2006.~~2007. The nominating committee is responsible for the assessment of the performance of the board of directors and considering and making recommendations to the board of directors with respect to the nominations or elections of directors.

The audit, compensation and nominating committees operate under written charters setting forth the functions and responsibilities of each such committee. Copies of those charters are available on our website atwww.hurray.com. The members of our audit, compensation and nominating committees are Robert Mao, Suberna Shringla and Alan Powrie, each of whom ~~satisfy~~satisfies the “independence” and financial literacy requirements of the National Association of Securities Dealers’ listing standards. Our board of directors has determined that Alan Powrie is an “audit committee financial expert” as that term is defined in Item 16A of Form 20-F.

D. Employees

As of December 31, 2007, 2006 ~~2005~~ and ~~2004,~~2005 we had 444, 471 ~~535~~ and ~~429~~535 full-time employees, respectively.

The following table summarizes the functional distribution of our full-time employees as of December 31, ~~2006, 2005~~2007 after we restructured of our business lines as described in Item 4.B. “Information About the Company—Business Overview—Introduction.”


Department	2007
WVAS Business Unit (Wireless Value-Added Services)		292
E-Marketing Business Unit		40
Digital Media Business Unit		13
Offline Channel Business Unit		16
Marketing and New Business Development		12
Finance and Operation Planning		38
Human Resources and Administrative		24
Legal and Corporate Development		5
Office of Chief Executive Officer		4

Total		444

In addition, our affiliated music companies (Freeland Music, Huayi Brothers Music, New Run and ~~2004.~~

   December 31,
Department
   2006    2005    2004
Wireless Value-Added Services Regional Sales
   98    104    72
Wireless Value-Added Services Marketing and Operation
   117    120    57
Wireless Value-Added Services Product Planning
   72    156    102
Software Product Marketing and Operations
   28    32    39
Research and Development
   90    71    117
Digital Media
   18    —      —
Human Resources
   15    22    18
Finance and Corporate Development
   29    26    18
Office of Chief Executive Officer
   4    4    6

Total
   471    535    429

Secular Bird) had an aggregate of approximately 173 employees as of December 31, 2007.

None of our personnel are represented under collective bargaining agreements. We consider our relations with our employees to be good.

E. Share Ownership

The following table sets forth certain information known to us with respect to the beneficial ownership as of ~~June 8, 2007~~May 30, 2008 by:

~~all persons who are beneficial owners of five percent or more of our ordinary shares,~~

	•		all persons who are beneficial owners of five percent or more of our ordinary shares,

	•		our current executive officers and directors, and

	•		all current directors and executive officers as a group.

~~our current executive officers and directors, and~~

~~all current directors and executive officers as a group.~~

As of ~~June 1, 2007, 2,173,731,040~~May 30, 2008, 2,186,509,840 of our ordinary shares were outstanding. The amounts and percentages of ordinary shares beneficially owned are reported on the basis of regulations of the US Securities and Exchange Commission, or SEC, governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated in the footnotes that follow, the parties named below have sole voting and dispositive powers over the shares beneficially owned by them.

   Number of
Shares
Beneficially
Owned    Percentage
Name
   Number
5% and above Shareholders

Wellington Management Company, LLP
   154,580,000    7.11 %
75 State Street

Boston, MA, USA 02109⁽¹⁾

Executive Officers and Directors⁽²⁾

Pleasant Season Ltd./Qindai Wang⁽³⁾
   188,621,660    8.68 %
Jesse Liu⁽⁴⁾
   80,443,560    3.70 %
Robert Mao⁽⁵⁾
   2,000,000    *
Suberna Shringla
   —      *
Xero Holdings Ltd./Songzuo Xiang⁽⁶⁾
   109,510,320    5.04 %
Shudan Zhang
   93,162,840    4.29 %
Alan Powrie⁽⁷⁾
   600,000    *
Harrison Youth Ltd./Haoyu Yang⁽⁸⁾
   77,791,300    3.58 %
Shaojian (Sean) Wang
   2,800,000    *
Jiang Wang
   1,622,000    *
All current directors and executive officers as a group (10 persons)⁽⁹⁾
   556,551,680    25.60 %


	Number of Shares
	Beneficially Owned
Name	Number		Percentage
5% and above Shareholders
Venrock Associates		257,377,900		11.8	%
30 Rockefeller Plaza - 5508
New York, NY 10112-0015, United States⁽¹⁾

Executive Officers and Directors⁽²⁾
Pleasant Season Ltd./Qindai Wang⁽³⁾		188,621,660		8.6	%
Jesse Liu⁽⁴⁾		80,443,560		3.7	%
Robert Mao⁽⁵⁾		2,000,000		*
Suberna Shringla		—		*
Xero Holdings Ltd./Songzuo Xiang⁽⁶⁾		109,510,320		5.0	%
Shudan Zhang		110,712,840		5.0	%
Alan Powrie⁽⁷⁾		600,000		*
Shaojian (Sean) Wang		9,799,900		*
All current directors and executive officers as a group (8 persons)		501,688,280		22.9	%


(1)	~~Wellington Management Company, LLP~~	Venrock Associates is an investment adviser. This share information is based solely on information filed by such shareholder with the SEC.


(2)		The address of our executive officers and directors is c/o Hurray! Holding Co., Ltd., 15/F, Tower B, Gateway Plaza, No.18 Xia Guang Li, East Third Ring, Chaoyang District, Beijing 100027, People’s Republic of China.


(3)		Represents shares beneficially owned by Mr. Wang through a revocable trust in which he retains voting and dispositive power over such shares.


(4)		Includes ~~40,031,780~~39,031,780 ordinary shares beneficially owned by Mr. Liu’s spouse, Carol Ng, through aan irrevocable trust in the name of Olympia Hills Ltd. Ms. Ng retains voting and dispositive power over those shares in trust.


(5)		Represents ordinary shares issuable upon the exercise of stock ~~options which are exercisable within 60 days of May 1, 2007.~~options. All of the options have an exercise price of $0.0705 per ordinary share and an expiration date of June 30, 2013.


(6)		Represents ordinary shares beneficially owned by Dr. Xiang through a revocable trust in which he retains voting and dispositive power over such shares.


(7)		Represents ordinary shares issuable upon the exercise of stock options. All of the options have an exercise price of $0.1025 per ordinary share and an expiration date of January 1, 2014.

~~(8)~~

~~Represents ordinary shares beneficially owned by Dr. Yang through a revocable trust in which he retains voting and dispositive power over such shares.~~

~~(9)~~

~~Includes 2,600,000 ordinary shares issuable upon the exercise of stock options which are exercisable within 60 days of May 1, 2007.~~

As of ~~June 1, 2007,~~May 30, 2008, based on public filings with the SEC, there are no major shareholders holding 5% or more of our ordinary shares or ADSs representing ordinary shares, except as described above.

As of ~~June 1, 2007,~~May 30, 2008, approximately ~~348,404,340~~80 of our ordinary shares were held in the U.S. by 11two holders of record, excluding shares held by our ADS depositary bank, Citibank N.A., on behalf of our ADS holders. Citibank N.A. has advised us that as of that date 18,588,867 ADSs, representing 1,858,886,700 ordinary shares, were held of record by Cede & ~~Co.~~Co and one other registered shareholder. We have no further information as to ordinary shares held, or beneficially owned, by U.S. persons.

Our company’s major shareholders do not have different voting rights from each other or other shareholders of our company.

To our knowledge, except as disclosed above, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal person or persons, severally or jointly.

To our knowledge, there are no arrangements the operation of which may at a subsequent date result in us undergoing a change in control.

Item 7. Major Shareholders and Related Party Transactions

~~Item 7.~~

~~Major Shareholders and Related Party Transactions~~

A. Major Shareholders

Please refer to Item 6.E. “Directors, Senior Management and Employees—Share Ownership.”

B. Related Party Transactions

Related Party Transactions

We currently conduct our business in China through our wholly-owned subsidiary, Beijing Hurray! Times. To comply with ownership requirements under Chinese law, which impose certain restrictions on foreign companies from investing in certain industries such as value-added telecommunication and Internet services, ~~we have~~our former wholly-owned subsidiary, Hurray! Times Communications, entered into a series of agreements with ~~nine~~our affiliated Chinese entities, Hurray! Solutions, Beijing Cool Young, WVAS Solutions, Beijing Network, Beijing Palmsky, Beijing Hutong, Hengji Weiye Henan Yinshan, Shanghai Saiyu, and Shanghai Magma (which are collectively referred to below as “our affiliated Chinese entities”) and their respective shareholders. Prior to transferring ownership of Hurray! Times Communications to TWM Holding Co. Ltd. as part of our sale of our SSI Business, we caused Hurray! Times Communications to transfer all of its agreements not pertaining to the SSI Business (including the agreements described below) to Beijing Hurray! Times. We hold no ownership interest in such affiliated Chinese entities. In addition, we control Hurray! Digital ~~Music~~Media through three of our affiliated Chinese entities, Hurray! Solutions, Beijing Network and Beijing Hutong. See Item 4.C. “Information About the Company — Organizational Structure.”

The principal terms of the agreements with ~~Hurray! Solutions, Beijing Cool Young, WVAS Solutions, Beijing Network, Beijing Palmsky, Beijing Hutong, Hengji Weiye and Shanghai Magma (which are collectively referred to below as “our~~our affiliated Chinese ~~entities”)~~entities and their respective shareholders are described below.

Powers of Attorney. ~~Except for Qindai Wang, each~~Each of the shareholders of our affiliated Chinese entities has irrevocably designated Qindai Wang, in his capacity as General Manager of Beijing Hurray! Times, as attorney-in-fact, to vote on their behalf at shareholders meetings on matters on which they are entitled to vote with respect to Hurray! Solutions, Beijing Cool Young, WVAS Solutions, Beijing Network, Beijing Palmsky, Beijing Hutong, Hengji Weiye, Henan Yinshan, Shanghai Saiyu and Shanghai Magma, as the case may be,including matters relating to the transfer of any or all of their respective equity interests in our affiliated Chinese entities and the appointment of the directors of our affiliated Chinese entities. The term of each of the powers of attorney is ten years. These powers of attorney do not extend to votes by the shareholders of our company or subsidiaries.

Each such power of attorney by its terms is valid only for so long as the designated attorney-in-fact remains the general manager of Beijing Hurray! Times. If the attorney-in-fact ceases to be the general manager, the power of attorney will terminate automatically and the succeeding general manager shall be designated.

Operating Agreements.Through Beijing Hurray! Times, we may provide guarantees to our affiliated Chinese entities of their contracts, agreements or transactions with third parties, to the extent permitted under Chinese law. In return, our affiliated Chinese entities have granted us a security interest over all of their assets, including all of their accounts receivable, which have not previously been encumbered by security interests. We also have the right of first refusal with respect to future loan guarantees. In addition, our affiliated Chinese entities and their shareholders have each agreed that they will not enter into any transaction, or fail to take any action, that would substantially affect their assets, rights and obligations, or business without our prior written consent. They will also appoint persons designated by Beijing Hurray! Times as the directors, officers and other senior management personnel of our affiliated Chinese entities, as well as accept the guidance of Beijing Hurray! Times regarding their day-to-day operations, financial management and the hiring and dismissal of their employees. While Beijing Hurray! Times has the right to terminate all of its agreements with our affiliated Chinese entities if any of our agreements with them expires or is terminated, our affiliated Chinese entities may not terminate the operating agreements during the term of the agreements, which is ten years.

Exclusive Technical Consulting and Services Agreements.Through Beijing Hurray! Times, we provide our affiliated Chinese entities with exclusive technical support and related consulting and information services. We are the exclusive provider of these services. The initial term of these agreements is ten years. The service fees are subject to adjustment from time to time based on the services provided to our affiliated Chinese entities, up to amounts equaling all of these entities’ revenues.

~~Trademark, Domain Name~~Software Transfer Agreements and Software ~~Transfer~~License Agreements.~~Hurray! Solutions had~~Beijing Palmsky also entered into agreements to transfer to ~~Hurray! Times its ownership rights in its domain names, some of which Hurray! Times has licensed back for Hurray! Solutions’ use in its operations on a non-exclusive basis. Each of WVAS Solutions,~~ Beijing Cool Young, Beijing Palmsky, Beijing Network, Hengji Weiye and Shanghai Magma had entered into agreements to transfer to Hurray! Times its ownership rights in its domain names and Hurray! Times had licensed back to each of them their respective domain names for use in their operations on a non-exclusive basis. Hurray! Solutions had transferred to Hurray! Times its ownership rights in its registered trademark of our corporate logo, which Hurray! Times had licensed back for Hurray! Solutions’ use in its operations on a non-exclusive basis. Beijing Palmsky also has entered into agreements to transfer to Hurray! Times its ownership rights in its games software, which Beijing Hurray! Times ~~had~~has licensed back for Beijing Palmsky’s use in its operations on a non-exclusive ~~basis. Under the~~~~Notice on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services~~ (2006), an operating company holding a value-added telecommunications license (and not its shareholders) must own all related Internet domain names and registered trademarks. To comply with these requirements, we transferred certain domain names described above and are in the process of transferring certain trademarks from our subsidiary, Hurray! Times to our affiliated companies Hurray! Solutions, Beijing Palmsky and Beijing Hutong.

~~Trademark, Domain Name and Software License Agreements.~~Hurray! Times had granted to each of Hurray! Solutions, Beijing Cool Young, WVAS Solutions, Beijing Palmsky, Beijing Network, Hengji Weiye and Shanghai Magma a license to use certain of its domain names. Hurray! Times had also granted Hurray! Solutions a license to use its registered trademark of our corporate logo. The licensee of each of the licenses described above paid us a nominal annual license fee. In addition, Hurray! Times had granted Beijing Palmsky a license to use several games softwarebasis for a nominal ~~annual~~ license fee. ~~Each of these license agreements was to terminate upon the earlier of ten years or the expiration of Hurray! Times’ right to use the relevant domain names and trademarks. Due to the adoption of the~~~~Notices on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services~~ ~~(2006) described above, these license agreements have been terminated or are in the process of being terminated.~~

Contracts Relating to the Exclusive Purchase Right of Equity Interest.Under the Contracts Relating to the Exclusive Purchase Right of Equity Interest among us, our affiliated Chinese entities and each of their shareholders, we or our designee has an exclusive option to purchase from each of their shareholders all or part of each such shareholder’s equity interest in our affiliated Chinese entities at book value, to the extent permitted by Chinese law. The term of these agreements is 10 years, renewable by us for an additional 10-year term at our sole discretion.

Equity Interests Pledge Agreements.Each of the shareholders of our affiliated Chinese entities pledged their respective equity interests in such entities to guarantee the payment of the service fee by our affiliated Chinese entities under the Exclusive Technical Consulting and Services Agreements described above. If any of our affiliated Chinese entities breach any of their obligations under the Equity Interests Pledge Agreements, Beijing Hurray! Times is entitled to sell the equity interests held by such shareholders and retain the proceeds of such sale or require any of them to transfer to us their equity interest in the applicable affiliated entity.

We believe that the terms of these agreements are no less favorable to us than we could obtain from disinterested parties. The material terms of the agreements among us, our respective affiliated Chinese entities and their shareholders are substantially identical except for the amount of license fees paid by each entity. We believe that the individual shareholders of each entity will not receive any personal benefits from these agreements, except as shareholders of our company. As a result of the foregoing contractual arrangements, we effectively have financial control over our affiliated Chinese entities through our security interests over their assets, our ability to receive up to all of their revenue and our other rights described above. In turn, the general manager of Beijing Hurray! Times (currently Qindai Wang), who, as a matter of Chinese law, is subject to the direction of Beijing Hurray! Times’ board of directors, maintains control over all voting matters involving our affiliated Chinese entities.

We have also entered into certain agreements with Huayi Brothers Music and Freeland Music for online and offline distribution of music content which are described under Item 4.B. “Business Overview –— Product and Content Development –— Music ~~Production”.~~

Production.”

As part of the acquisition agreements for the purchase of Huayi Brothers Music and Freeland Music, we agreed to use the existing distribution and CD manufacturing operations, where appropriate, owned by the minority shareholders, or their related parties, of these companies. In addition these parties may use the music or artists of ~~these companies~~Huayi Brothers Music and Freeland Music and make royalty and other payments to Huayi Brothers Music or Freeland Music. The term of such agreements is one year although such agreements may be extended by the mutual agreement of both parties. During ~~2006~~2007, we ~~received income~~recognized revenues of ~~$449,638~~$645,134 and made payments under these agreements of $28,256. At December 31, 2006 the amounts payable to and receivable from related parties represent the outstanding amounts arising from such transactions. As of December 31, 2005, the amount was due to a minority shareholder, Beijing Huayi Brothers Advertising Co., Ltd, and was non-interest bearing, unsecured and repayable on demand. In addition, during 2006 Huayi Bothers Music made short-term loans amounting to an aggregate of $2,288,592 to its minority shareholders and their related parties generating interest income of $17,355. All such loans were repaid in 2006.

$96,725.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

~~Item 8.~~

~~Financial Information~~

A. Consolidated Statements and Other Financial Information

See Item 18. “Financial Statements” for our audited consolidated financial statements filed as part of this annual ~~report.~~

report on Form 20-F.

A.7 Legal Proceedings

We are not currently a party to any material litigation and are not aware of any pending or threatened litigation.

A.8 Dividend Policy

We have never declared or paid any dividends on our ordinary shares. We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and for the expansion of our business. Payments of dividends by our subsidiaries in China to our company are subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents. There are no such similar foreign exchange restrictions in the Cayman Islands.

B. Significant Changes

See Item 5.A ~~of this annual report under the heading~~ “Operating Results –— Recent Developments” and Item 18 ~~of this annual report under the heading~~ “Financial Statements” for information regarding significant changes to us since December 31, ~~2006.~~

2007.

~~Item 9.~~

~~The Offer and Listing~~

Item 9. The Offer and Listing

Not applicable except for Item 9.A.4. and Item 9.C.

American Depositary Shares, or ADSs, each representing 100 of our ordinary shares, have been listed on the Nasdaq Global Market since February 4, 2005. Our ADSs trade under the symbol ~~“HRAY”.~~

“HRAY.”

The following table provides the high and low prices for our ADSs on the Nasdaq Global Market for (1) each year since our initial public offering, (2) each quarter in the two most recent financial years and the most recent quarter and (3) each of the most recent six months.


	Sales Price
	High		Low
Annual highs and lows
2005 (February 4, 2005 through December 31, 2005)	$	11.80	$	7.67
2006 (January 1, 2006 through December 31, 2006)	$	9.71	$	4.70
2007 (January 1, 2007 through December 31, 2007)	$	6.53	$	3.05
2008 (January 1, 2008 through May 30, 2008)	$	4.21	$	2.36

Quarterly highs and lows
First Quarter 2006	$	9.68	$	7.51
Second Quarter 2006	$	9.71	$	5.22
Third Quarter 2006	$	6.74	$	4.70
Fourth Quarter 2006	$	8.28	$	5.67
First Quarter 2007	$	6.53	$	4.85
Second Quarter 2007	$	5.62	$	4.36
Third Quarter 2007	$	6.04	$	3.32
Fourth Quarter 2007	$	6.04	$	3.05

   Sales Price
   High    Low
Annual highs and lows

2005 (February 4, 2005 through December 31, 2005)
   $ 11.80    $ 7.67
2006 (January 1, 2006 through December 31, 2006)
   $ 9.71    $ 4.70
2007 (January 1, 2007 through June 8, 2007)
   $ 6.53    $ 4.50
Quarterly highs and lows

First Quarter 2005 (February 4, 2005 through March 31, 2005)
   $ 10.90    $ 7.67
Second Quarter 2005
   $ 11.80    $ 8.29
Third Quarter 2005
   $ 11.50    $ 8.08
Fourth Quarter 2005
   $ 10.41    $ 8.30
First Quarter 2006
   $ 9.68    $ 7.51
Second Quarter 2006
   $ 9.71    $ 5.22
Third Quarter 2006
   $ 6.74    $ 4.70
Fourth Quarter 2006
   $ 8.28    $ 5.67
First Quarter 2007
   $ 6.53    $ 4.85
Second Quarter 2007 (April 1, 2007 through June 8, 2007)
   $ 5.62    $ 4.50
Monthly highs and lows

December 2006
   $ 8.28    $ 6.07
January 2007
   $ 6.53    $ 5.70
February 2007
   $ 6.44    $ 5.14
March 2007
   $ 6.19    $ 4.85
April 2007
   $ 5.62    $ 4.85
May 2007
   $ 5.37    $ 4.50


	Sales Price
	High		Low
First Quarter 2008	$	4.21	$	2.36
Second Quarter 2008 (April 1, 2008 through May 30, 2008)	$	3.10	$	2.61

Monthly highs and lows
December 2007	$	4.53	$	3.46
January 2008	$	4.21	$	3.11
February 2008	$	3.52	$	3.05
March 2008	$	3.38	$	2.36
April 2008	$	3.00	$	2.61
May 2008	$	3.10	$	2.66

Item 10. Additional Information

~~Item 10.~~

~~Additional Information~~

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Please see “Description of Share Capital” in our registration statement on Form F-1 filed on January 12, 2005, as amended, with the SEC.

C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4. “Information About the ~~Company”~~Company,” and Item 7.B. “Related Party Transactions,” or elsewhere in this annual report on Form 20-F.

D. Exchange Controls

~~China’s government imposes control over~~

Foreign currency exchange regulation in China is primarily governed by the ~~convertibility of Renminbi into foreign currencies.~~ following rules:

	•		Foreign Currency Administration Rules (1996), as amended, or the Exchange Rules; and

	•		Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Under the ~~current unified floating exchange rate system,~~Exchange Rules, the ~~People’s Bank of China, or the PBOC, publishes a daily exchange rate for~~ Renminbi or the PBOC Exchange Rate, based on the previous day’s dealings in the inter-bank foreign exchange market. Financial institutions authorized to deal in foreign currency may enter into foreign exchange transactions at exchange rates within an authorized range above or below the PBOC Exchange Rate according to market conditions.

Pursuant to the Foreign Exchange Control Regulations issued by the State Council on January 29, 1996 and effective as of April 1, 1996 (and amended on January 14, 1997) and the Administration of Settlement, Sale and Payment of Foreign Exchange Regulations which came into effect on July 1, 1996 regarding foreign exchange control, or the Regulations, conversion of Renminbi into foreign exchange by foreign investment enterprisesis convertible for current account items, including the distribution of dividends, interest payments, trade and ~~profits to foreign investors of joint ventures, is permissible. Foreign investment enterprises are permitted to remit~~service-related foreign exchange from their foreign exchange bank account in China on the basis of, inter alia, the terms of the relevant joint venture contracts and the board resolutions declaring the distribution of the dividend and payment of profits.transactions. Conversion of Renminbi ~~into foreign currencies and remittance of foreign currencies~~ for capital account items, ~~including~~such as direct investment, ~~loans,~~loan, security investment and repatriation of investment, however, is ~~still~~ subject to the approval of the SAFE, in each such transaction. On January 14, 1997, the State Council amended the Foreign Exchange Control Regulations to provide, among other things, that the State shall not impose restrictions on recurring international payments and transfers.

SAFE.

Under the ~~Regulations, foreign investment enterprises are required to open and maintain separate foreign exchange accounts for capital account items (but not for other items). In addition, foreign investment~~Administration Rules, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business ~~upon the production of~~after providing valid commercial documents and, in the case of capital account item transactions, ~~document approval from SAFE.~~

On July 21, 2005, the Chinese government changed its policy of pegging the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Since the adoption of this new policy, the value of the Renminbi has fluctuated daily within a narrow band, but overall has appreciated against the US dollar. Nevertheless, the PRC government continues to receive significant international pressure to further liberalize its currency policy which could result in a further and more significant appreciation in the value of the Renminbi against the US dollar.

The PBOC issued a directive in 2007 regarding individual foreign exchange transactions. An annual quota of $20,000 that will be assigned to each individual for the settlement of foreign exchange sets a threshold below which foreign exchange transactions can be handled directly at a bank. The SAFE issued detailed rules for administering individual foreign exchange transactions, prescribing an annual quota of $50,000 for both individual settlement of foreign exchange and individual purchases of foreign exchange from February 1, 2007. The measures liberalize a number of types of capital account transactions by domestic individuals. In particular, individuals will be allowed to purchase domestically listed “B” shares and make financial investments involving overseas shares, fixed income products and other approved financial instruments through the qualified domestic institutional investor scheme. Chinese citizens will be able to participate in overseas listed companies’ employee stock ownership and stock option plans. The listed companies will be required to file applications on behalf of their employees and obtainobtaining approval from the ~~foreign exchange department before handling relevant foreign exchange transactions. The rules~~SAFE. Capital investments by foreign-invested enterprises outside of China are also ~~liberalize provisions dealing with remittances by~~

Chinese citizens for offshore special purpose vehicles for “roundtrip investments,” an integral step in the conversion of a domestic enterprise into a wholly-foreign owned enterprise under an offshore holding company for the purpose of listing offshore.

Currently, foreign investment enterprises are required to apply to SAFE for “foreign exchange registration certificates for foreign investment enterprises.” With such foreign exchange registration certificates (which are granted to foreign investment enterprises upon fulfilling specified conditions and which are subject to ~~review and renewal~~limitations, which include approvals by the ~~SAFE on an annual basis) or with the foreign exchange sales notices from~~PRC Ministry of Commerce, the SAFE (which are obtained on a transaction-by-transaction basis), foreign-invested enterprises may enter into foreign exchange transactions at banks authorized to conduct foreign exchange business to obtain foreign exchange for their needs.

~~In recent years, the State Development and Reform Commission, or the SDRC,~~ and the SAFE have promulgated regulations on the exchange control in relation to investments made by Chinese companies and residents in offshore companies and reinvestments in China made by these offshore companies. Pursuant to such regulations, certain investment activities would be subject to more stringent regulatory controls.

In October 2004, the SDRC promulgated an administrative rule for the approval of offshore investment projects. The administrative rule provides that offshore investments made by Chinese companies and residents must be approved by SDRC agencies at the provincial level. If, however, the amount of foreign exchange to be used in such offshore investment exceeds the threshold of US$30,000,000 (for investment in natural resources sector) or US$10,000,000 (for investment in other industry sectors), the offshore investment must be approved by the national SDRC agency. Furthermore, if the amount of foreign exchange to be used in such offshore investment exceeds the threshold of US$200,000,000 (for investment in natural resources sector) or US$50,000,000 (for investment in other industry sectors), the offshore investment must be approved by the State Council.

In October 2005, the SAFE issued a public notice concerning foreign exchange regulations on investments by Chinese residents in China through special purpose companies incorporated overseas. According to the public notice, if Chinese residents use assets or equity interests in their domestic entities as capital contribution to establish offshore companies or inject assets or equity interests of their Chinese entities into offshore companies to raise capital overseas, such Chinese residents must register with local SAFE branches with respect to their overseas investments in offshore companies. In addition, if the offshore companies of the Chinese residents experience material events, such as changes in share capital, share transfer, mergers and acquisitions, spin-off transactions or use of assets in China to guarantee offshore obligations, the Chinese residents must file amendments to their registrations with the SAFE. The public notice also provides that failure by any of our shareholders who is a Chinese resident or controlled by a Chinese resident to comply with the registration procedures set forth in such notice may subject our company to fines or sanctions imposed by the Chinese government.

As a Cayman Islands company, and therefore an offshore company, if we purchase the assets or equity interest of a Chinese company owned by Chinese residents, including those which we will generate revenue from and exercise control over through agreements, such Chinese residents who become our shareholders may be subject to registration procedures described in the aforementioned SAFE notice. Moreover, Chinese residents who are already our beneficial shareholders may be required to register with the SAFE or the SDRC or both in connection with their shareholdings in us.

As it is uncertain how the SAFE or the SDRC notices will be interpreted or implemented, we cannot predict how they will affect our business operations or future acquisition strategy. For example, our present and prospective Chinese subsidiaries’ ability to conduct foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, may be conditioned upon compliance with the SAFE registration requirements by such Chinese residents, over whom we have no control. In addition, we cannot assure you that such Chinese residents will be able to complete the necessary approval and registration procedures required by the SAFE or SDRC notices because we have no control over the outcome of the registration procedures. With respect to our recent acquisitions of Huayi Brothers Music, Freeland Music, New Run and Secular Bird or any future acquisitions of Chinese companies, we cannot assure you that we or the owners of such Chinese companies, each as the case may be, will be able to complete the necessary approvals, filings and registrations required by the aforementioned SAFE or SDRC notices for such acquisitions. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects.

NDRC.

E. Taxation

The following summary of the material Cayman Islands and United States federal income tax consequences relevant to the purchase, ownership or sale of our ADSs is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor depending on its individual circumstances. Accordingly beneficial owners of shares should consult their own tax advisors regarding the application of the considerations discussed below to their particular situations and the consequences, including U.S. federal estate or gift tax laws, foreign, state, or local laws, and tax treaties.

Cayman Islands Taxation

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

United States Federal Income Taxation

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of ordinary shares or ADSs. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below. No assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the tax consequences described below.

This discussion does not address state, local, or foreign tax consequences of the ownership and disposition of ordinary shares or ADSs. (See “Cayman Islands Taxation” above). The United States does not have an income tax treaty with the Cayman Islands.

This summary is for general information only and does not address all aspects of ~~the~~ U.S. federal income taxation that may be important to a particular holder in light of its investment or tax circumstances or to holders subject to special tax rules, such as: banks; financial institutions; insurance companies; dealers in stocks, securities, or currencies; traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; tax-exempt organizations; real estate investment trusts; regulated investment companies; qualified retirement plans, individual retirement accounts, and other tax-deferred accounts; expatriates of the United States; persons subject to the alternative minimum tax; persons holding ordinary shares or ADSs as part of a straddle, hedge, conversion transaction, or other integrated transaction; persons who acquired ordinary shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation for services; persons actually or constructively holding 10% or more of our voting stock; and U.S. Holders (as defined below) whose functional currency is other than the U.S. dollar.

This discussion is not a comprehensive description of all of the U.S. federal tax consequences that may be relevant with respect to the ownership and disposition of ordinary shares or ADSs. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate tax consequences to you of owning and disposing of ordinary shares or ADSs, as well as any tax consequences arising under the laws of any state, local, or foreign or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

This summary is directed solely to persons who hold their ordinary shares or ADSs as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of ordinary shares or ADSs that is any of the following:

~~a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;~~

	•		a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;

	•		a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

	•		an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

	•		a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all substantial decisions of the trust; or

	•		a trust in existence on August 20, 1996 that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

~~an estate, the income of which is subject to U.S. federal income taxation regardless of its source;~~

~~a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all substantial decisions of the trust; or~~

~~a trust in existence on August 20, 1996 that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.~~

The term “Non-U.S. Holder” means a beneficial owner of ordinary shares or ADSs that is not a U.S. Holder. As described in “Taxation of Non-U.S. Holders” below, the tax consequences to a Non-U.S. Holder may differ substantially from the tax consequences to a U.S. Holder.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of ordinary shares or ADSs, the U.S. federal income tax consequences to a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder of ordinary shares or ADSs that is a partnership and the partners in such partnership should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of ordinary shares or ADSs.

~~ADSs~~65

ADSs

As relates to the ADSs, this discussion is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance to its terms.

Generally, a holder of ADSs will be treated as the owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if the holder exchanges ADSs for the underlying ordinary shares represented by those ADSs. The holder’s adjusted tax basis in the ordinary shares will be the same as the adjusted tax basis of the ADSs surrendered in exchange therefor, and the holding period for the ordinary shares will include the holding period for the surrendered ADSs.

TAXATION OF U.S. HOLDERS

Passive Foreign Investment Company

We believe that we were a PFIC for taxable years 2006 and 2007 and are likely to be classified as a PFIC for the current taxable year of 2008. Because the PFIC determination is highly fact intensive and made at the end of each taxable year, there can be no assurance that we will not be a PFIC for the current or any future taxable year.

We generally will be a PFIC under Section 1297 of the Code if, for a taxable year, either (a) 75% or more of our gross income for such taxable year is passive income (the “income test”) or (b) 50% or more of the average percentage, generally determined by fair market value, of our assets during such taxable year either produce passive income or are held for the production of passive income (the “asset test”). “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Certain “look through” rules apply for purposes of the income and asset tests described above. If we own, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, we will be treated as if we (a) held directly a proportionate share of the other corporation’s assets, and (b) received directly a proportionate share of the other corporation’s income. In addition, passive income does not include any interest, dividends, rents, or royalties that are received or accrued by us from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to income of such related person that is not passive income.

Under the income and asset tests, whether or not we are a PFIC will be determined annually based upon the composition of our income and the composition and valuation of our assets, all of which are subject to change.

Default PFIC Rules under Section 1291 of the Code. If we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares or ADSs, we will continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such U.S. Holder holds ordinary shares or ADSs. Since we believe that we were a PFIC for 2006 and 2007, if you held ordinary shares or ADSs in 2006 or 2007, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ordinary shares or ADSs. Even if you only began holding ordinary shares or ADSs in the current taxable year of 2008, if it turns out that we are a PFIC for 2008, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ordinary shares or ADSs. You may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the default tax rules of Section 1291 of the Code discussed above) as if your ordinary shares or ADSs had been sold on the last day of the last taxable year for which we were a PFIC.

If we are a treated as a PFIC with respect to you, the U.S. federal income tax consequences to you of the ownership and disposition of ordinary shares or ADSs will depend on whether you make an election to treat us as a qualified electing fund (“QEF”) under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). If you owned or own ordinary shares or ADSs while we were or are a PFIC and have not made either a QEF Election or a Mark-to-Market Election, you will be referred to in this summary as a “Non-Electing U.S. Holder.”

If you are a Non-Electing U.S. Holder, you will be subject to the default tax rules of Section 1291 of the Code with respect to:

	•		any “excess distribution” paid on ordinary shares or ADSs, which means the excess (if any) of the total distributions received by you during the current taxable year over 125% of the average distributions received by you during the three preceding taxable years (or during the portion of your holding period for the ordinary shares or ADSs prior to the current taxable year, if shorter); and

	•		any gain recognized on the sale or other taxable disposition (including a pledge) of ordinary shares or ADSs.

Under these default tax rules:

	•		any excess distribution or gain will be allocated ratably over your holding period for the ordinary shares or ADSs;

	•		the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC will be treated as ordinary income in the current taxable year;

	•		the amount allocated to each of the other years will be treated as ordinary income and taxed at the highest applicable tax rate in effect for that year; and

	•		the resulting tax liability from any such prior years will be subject to the interest charge applicable to underpayments of tax.

In addition, notwithstanding any election you may make, dividends that you receive from us will not be eligible for the preferential tax rates applicable to QDI (as discussed below in “Distributions on Ordinary Shares or ADSs”) if we are a PFIC either in the taxable year of the distribution or the preceding taxable year, but will instead be taxable at rates applicable to ordinary income.

Special rules for Non-Electing U.S. Holders will apply to determine U.S. foreign tax credits with respect to foreign taxes imposed on distributions on ordinary shares or ADSs.

If we are a PFIC in any year with respect to you, you will be required to file an annual return on IRS Form 8621 regarding distributions received on ordinary shares or ADSs and any gain realized on the disposition of ordinary shares or ADSs. Since we believe that we were a PFIC for 2007, if you held ordinary shares or ADSs in 2007, you are required to file IRS Form 8621 for 2007 and for all succeeding years during which we continue to be treated as a PFIC with respect to you. Alternatively, even if you only began holding ordinary shares or ADSs in the current taxable year of 2008, if it turns out that we are a PFIC for 2008, you will be required to file IRS Form 8621 for 2008 and for all succeeding years during which we continue to be treated as a PFIC with respect to you.

QEF Election. If you make a QEF Election, you generally will not be subject to the default rules of Section 1291 of the Code discussed above. Instead, you will be subject to current U.S. federal income tax on your pro rata share of our ordinary earnings and net capital gain, regardless of whether such amounts are actually distributed to you by us. However, you can make a QEF Election only if we agree to furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information.

Mark-to-Market Election.U.S. Holders may make a Mark-to-Market Election, but only if our ordinary shares or ADSs are marketable stock. Our ordinary shares are not currently listed on any exchange, but our ADSs will be “marketable stock” as long as they remain listed on the Nasdaq Global Market and are regularly traded. Stock is “regularly traded” for any calendar year during which it is traded (other than in de minimis quantities) on at least 15 days during each calendar quarter. There can be no assurances, however, that our ADSs will be treated, or continue to be treated, as regularly traded.

If you make a Mark-to-Market Election, you generally will not be subject to the default rules of Section 1291 of the Code discussed above. Rather, you generally will be required to recognize ordinary income for any increase in the fair market value of the ADSs for each taxable year that we are a PFIC. You will also be allowed to deduct as an ordinary loss any decrease in the fair market value to the extent of net marked-to-market gain previously included in prior years. Your adjusted tax basis in the ADSs will be adjusted to reflect the amount included or deducted.

The Mark-to-Market Election will be effective for the taxable year for which the election is made and all subsequent taxable years, unless our ADSs cease to be marketable stock or the IRS consents to the revocation of the election. You should consult your own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

U.S. Federal Income Tax Consequences If We Are Not Treated as a PFIC

The discussion in “Distributions on Ordinary Shares or ADSs” and “Dispositions of Ordinary Shares or ADSs” below ~~assumes~~describes the applicable U.S. federal income tax consequences to a U.S. investor in the event that that we ~~will~~are not be treated as a ~~passive foreign investment company (“PFIC”)~~PFIC for U.S. federal income tax purposes. For a discussion of the rules that apply if we are treated as a PFIC, see the discussion in “Passive Foreign Investment Company” ~~below.~~

above.

Distributions on Ordinary Shares or ADSs

General. Subject to the discussion in “Passive Foreign Investment Company” ~~below,~~above, if you actually or constructively receive a distribution on ordinary shares or ADSs, you must include the distribution in gross income as a taxable dividend on the date of your (or in the case of ADSs, the depositary’s) receipt of the distribution, but only to the extent of our current or accumulated earnings and profits, as calculated under U.S. federal income tax principles. Such amount must be included without reduction for any foreign tax withheld. Dividends paid by us generally will not be eligible for the dividends received deduction allowed to corporations with respect to dividends received from certain domestic corporations. Dividends paid by us may or may not be eligible for preferential rates applicable to qualified dividend income, as described below.

To the extent a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a non-taxable return of capital to the extent of your adjusted tax basis in the ordinary shares or ADSs, and thereafter as capital gain. Preferential tax rates for long-term capital gain may be applicable to non-corporate U.S. Holders.

We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Qualified Dividend Income. With respect to non-corporate U.S. Holders (i.e., individuals, trusts, and estates), for taxable years beginning before January 1, 2011, dividends that are treated as qualified dividend income (“QDI”) are taxable at a maximum tax rate of 15%. However, we believe that we are likely a PFIC for the current taxable year of ~~2007,~~2008, and as a result, dividends paid by us will likely not be treated as QDI.

Foreign Currency Distributions.A dividend paid in foreign currency (e.g., Renminbi) must be included in your income as a U.S. dollar amount based on the exchange rate in effect on the date such dividend is received, regardless of whether the payment is in fact converted to U.S. dollars. If the dividend is converted to U.S. dollars on the date of receipt, you generally will not recognize a foreign currency gain or loss. However, if you convert the foreign currency to U.S. dollars on a later date, you must include in income any gain or loss resulting from any exchange rate fluctuations. The gain or loss will be equal to the difference between (i) the U.S. dollar value of the amount you included in income when the dividend was received and (ii) the amount that you receive on the conversion of the foreign currency to U.S. dollars. Such gain or loss will generally be ordinary income or loss and U.S. source for U.S. foreign tax credit purposes.

In-Kind Distributions. Distributions to you of new ordinary shares or ADSs or rights to subscribe for new ordinary shares or ADSs that are received as part of a pro rata distribution to all of our shareholders will not be subject to U.S. federal income tax. The adjusted tax basis of the new ordinary shares or ADSs or rights so received will be determined by allocating your adjusted tax basis in the old ordinary shares or ADSs between the old ordinary shares or ADSs and the new ordinary shares or ADSs or rights received, based on their relative fair market values on the date of distribution. However, in the case of a distribution of rights to

subscribe for ordinary shares or ADSs, the adjusted tax basis of the rights will be zero if the fair market value of the rights is less than 15% of the fair market value of the old ordinary shares or ADSs on the date of distribution and you do not make an election to determine the adjusted tax basis of the rights by allocation as described above. Your holding period for the new ordinary shares or ADSs or rights will generally include the holding period for the old ordinary shares or ADSs on which the distribution was made.

Foreign Tax Credits.Subject to certain conditions and limitations, any foreign taxes paid on or withheld from distributions from us and not refundable to you may be credited against your U.S. federal income tax liability or, alternatively, may be deducted from your taxable income. This election is made on a year-by-year basis and applies to all foreign taxes paid by you or withheld from you that year.

Distributions will constitute foreign source income for foreign tax credit limitation purposes. The foreign tax credit limitation is calculated separately with respect to two specific classes of income. For this purpose, distributions characterized as dividends distributed by us will generally constitute “passive category income” or, in the case of certain U.S. Holders, “general category income.” Special limitations may apply if a dividend is treated as QDI (as defined above).

Special rules may apply to electing individuals whose foreign source income during the taxable year consists entirely of “qualified passive income” and whose creditable foreign taxes paid or accrued during the taxable year do not exceed $300 ($600 in the case of a joint return).

In certain circumstances, a U.S. Holder that (i) has held ordinary shares or ADSs for less than a specified minimum period during which it is not protected from risk of loss, (ii) is obligated to make payments related to the dividends, or (iii) holds ordinary shares or ADSs in arrangements in which the U.S. Holder’s expected economic profit, after foreign taxes, is insubstantial, will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on ordinary shares or ADSs.

Since the rules governing foreign tax credits are complex, you should consult your own tax advisor regarding the availability of foreign tax credits in your particular circumstances.

The U.S. Treasury has expressed concerns that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. Holders of ADSs. Such actions would also be inconsistent with the claiming of the preferential tax rates applicable to QDI, as defined above. Accordingly, the creditability of foreign taxes and the availability of such preferential tax rates could be affected by future actions that may be taken by the U.S. Treasury or parties to whom ADSs are pre-released.

Dispositions of Ordinary Shares or ADSs

Subject to the discussion in “Passive Foreign Investment Company” ~~below,~~above, you generally will recognize taxable gain or loss realized on the sale or other taxable disposition of ordinary shares or ADSs equal to the difference between the U.S. dollar value of (i) the amount realized on the disposition (i.e., the amount of cash plus the fair market value of any property received), and (ii) your adjusted tax basis in the ordinary shares or ADSs. Such gain or loss will be capital gain or loss.

If you have held the ordinary shares or ADSs for more than one year at the time of disposition, such capital gain or loss will be long-term capital gain or loss. Preferential tax rates for long-term capital gain (currently, with a maximum rate of 15% for taxable years beginning before January 1, 2011) will apply to non-corporate U.S. Holders. If you have held the ordinary shares or ADSs for one year or less, such capital gain or loss will be short-term capital gain or loss taxable as ordinary income at your marginal income tax rate. The deductibility of capital losses is subject to limitations.

Generally, any gain or loss recognized will not give rise to foreign source income for U.S. foreign tax credit purposes.

You should consult your own tax advisor regarding the U.S. federal income tax consequences if you receive currency other than U.S. dollars upon the disposition of ordinary shares or ADSs.

~~Passive Foreign Investment Company~~

We believe that we were a PFIC for 2006 and are likely a PFIC for the current taxable year of 2007. Because the PFIC determination is highly fact intensive and made at the end of each taxable year, there can be no assurance that we will not be a PFIC for the current or any future taxable year.

~~Default PFIC Rules under Section 1291 of the Code~~.If we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares or ADSs, we will continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such U.S. Holder holds ordinary shares or ADSs. Since we believe that we were a PFIC for 2006, if you held ordinary shares or ADSs in 2006, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ordinary shares or ADSs. Even if you only began holding ordinary shares or ADSs in the current taxable year of 2007, if it turns out that we are a PFIC for 2007, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ordinary shares or ADSs. You may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the default tax rules of Section 1291 of the Code discussed above) as if your ordinary shares or ADSs had been sold on the last day of the last taxable year for which we were a PFIC.

If we are a treated as a PFIC with respect to you, the U.S. federal income tax consequences to you of the ownership and disposition of ordinary shares or ADSs will depend on whether you make an election to treat us as a qualified electing fund (“QEF”) under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). If you owned or own ordinary shares or ADSs while we were or are a PFIC has and have not made either a QEF Election or a Mark-to-Market Election, you will be referred to in this summary as a “Non-Electing U.S. Holder.”

~~If you are a Non-Electing U.S. Holder, you will be subject to the default tax rules of Section 1291 of the Code with respect to:~~

any “excess distribution” paid on ordinary shares or ADSs, which means the excess (if any) of the total distributions received by you during the current taxable year over 125% of the average distributions received by you during the three preceding taxable years (or during the portion of your holding period for the ordinary shares or ADSs prior to the current taxable year, if shorter); and

~~any gain recognized on the sale or other taxable disposition (including a pledge) of ordinary shares or ADSs.~~

~~Under these default tax rules:~~

~~any excess distribution or gain will be allocated ratably over your holding period for the ordinary shares or ADSs;~~

~~the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC will be treated as ordinary income in the current taxable year;~~

~~the amount allocated to each of the other years will be treated as ordinary income and taxed at the highest applicable tax rate in effect for that year; and~~

~~the resulting tax liability from any such prior years will be subject to the interest charge applicable to underpayments of tax.~~

In addition, notwithstanding any election you may make, dividends that you receive from us will not be eligible for the preferential tax rates applicable to QDI (as discussed above in “Distributions on Ordinary Shares or ADSs”) if we are a PFIC either in the taxable year of the distribution or the preceding taxable year, but will instead be taxable at rates applicable to ordinary income.

~~Special rules for Non-Electing U.S. Holders will apply to determine U.S. foreign tax credits with respect to foreign taxes imposed on distributions on ordinary shares or ADSs.~~

If we are a PFIC in any year with respect to you, you will be required to file an annual return on IRS Form 8621 regarding distributions received on ordinary shares or ADSs and any gain realized on the disposition of ordinary shares or ADSs. Since we believe that we were a PFIC for 2006, if you held ordinary shares or ADSs in 2006, you are required to file IRS Form 8621 for 2006 and for all succeeding years during which we continue to be treated as a PFIC with respect to you. Alternatively, even if you only began holding ordinary shares or ADSs in the current taxable year of 2007, if it turns out that we are a PFIC For 2007, you will be required to file IRS Form 8621 for 2007 and for all succeeding years during which we continue to be treated as a PFIC with respect to you.

~~QEF Election~~.If you make a QEF Election, you generally will not be subject to the default rules of Section 1291 of the Code discussed above. Instead, you will be subject to current U.S. federal income tax on your pro rata share of our ordinary earnings and net capital gain, regardless of whether such amounts are actually distributed to you by us. However, you can make a QEF Election only if we agree to furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information.

~~Mark-to-Market Election.~~U.S. Holders may make a Mark-to-Market Election, but only if our ordinary shares or ADSs are marketable stock. Our ordinary shares are not currently listed on any exchange, but our ADSs will be “marketable stock” as long as they remain listed on the Nasdaq Global Market and are regularly traded. Stock is “regularly traded” for any calendar year during which it is traded (other than in de minimis quantities) on at least 15 days during each calendar quarter. There can be no assurances, however, that our ADSs will be treated, or continue to be treated, as regularly traded.

Since the PFIC rules are complex, you should consult your own tax advisor regarding them and how they may affect the U.S. federal income tax consequences of the ownership and disposition of ordinary shares or ADSs.

Information Reporting and Backup Withholding

Generally, information reporting requirements will apply to distributions on ordinary shares or ADSs or proceeds from the disposition of ordinary shares or ADSs paid within the United States (and, in certain cases, outside the United States) to a U.S. Holder unless such U.S. Holder is an exempt recipient, such as a corporation. Furthermore, backup withholding (currently at 28%) may apply to such amounts unless such U.S. Holder (i) is an exempt recipient that, if required, establishes its right to an exemption, or (ii) provides its taxpayer identification number, certifies that it is not currently subject to backup withholding, and complies with other applicable requirements. A U.S. Holder may generally avoid backup withholding by furnishing a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Rather, amounts withheld under the backup withholding rules may be credited against your U.S. federal income tax liability. Furthermore, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS and furnishing any required information in a timely manner.

TAXATION OF NON-U.S. HOLDERS

Distributions on Ordinary Shares or ADSs

Subject to the discussion in “Information Reporting and Backup Withholding” below, as a Non-U.S. Holder, you generally will not be subject to U.S. federal income tax, including withholding tax, on distributions received on ordinary shares or ADSs, unless the distributions are effectively connected with your conduct of a trade or business in the United States and (if an applicable income tax treaty so requires) attributable to a permanent establishment that you maintain in the United States.

If distributions are effectively connected with a U.S. trade or business and (if applicable) attributable to a U.S. permanent establishment, you generally will be subject to tax on such distributions in the same manner as a U.S. Holder, as described in “Taxation of U.S. Holders –- Distributions on Ordinary Shares or ADSs” above. In addition, any such distributions received by a corporate Non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Dispositions of Ordinary Shares or ADSs

Subject to the discussion in “Information Reporting and Backup Withholding” below, as a Non-U.S. Holder, you generally will not be subject to U.S. federal income tax, including withholding tax, on any gain recognized on a sale or other taxable disposition of ordinary shares or ADSs, unless (i) the gain is effectively connected with your conduct of a trade or business in the United States and (if an applicable income tax treaty so requires) attributable to a permanent establishment that you maintain in the United States, or (ii) you are an individual and are present in the United States for at least 183 days in the taxable year of the disposition, and certain other conditions are met.

If you meet the test in clause (i) above, you generally will be subject to tax on any gain that is effectively connected with your conduct of a trade or business in the United States in the same manner as a U.S. Holder, as described in “Taxation of U.S. Holders –— Dispositions of Ordinary Shares or ADSs” above. Effectively connected gain realized by a corporate Non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

If you meet the test in clause (ii) above, you generally will be subject to tax at a 30% rate on the amount by which your U.S. source capital gain exceeds your U.S. source capital loss.

Information Reporting and Backup Withholding

Payments to Non-U.S. Holders of distributions on, or proceeds from the disposition of, ordinary shares or ADSs are generally exempt from information reporting and backup withholding. However, a Non-U.S. Holder may be required to establish that exemption by providing certification of non-U.S. status on an appropriate IRS Form W-8.

Enforcement of Civil Liabilities

We are incorporated in the Cayman Islands because of the following benefits found there:

~~political and economic stability;~~

	•		political and economic stability;

	•		an effective judicial system;

	•		a favorable tax system;

	•		the absence of exchange control or currency restrictions; and

	•		the availability of professional and support services.

~~an effective judicial system;~~

~~a favorable tax system;~~

~~the absence of exchange control or currency restrictions; and~~

~~the availability of professional and support services.~~

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

(1) The Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and

(2) Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders be arbitrated.

A substantial portion of our current operations is conducted in China through our wholly-owned subsidiaries which are incorporated in ~~China or the British Virgin Islands.~~China. All or most of our assets are located in China. We have appointed CT Corporation System, 111 Eighth Avenue, New York, NY 10011, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments

obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Appleby, our counsel as to Cayman Islands law, has advised us and we are of the understanding as to Chinese law, that there is uncertainty as to whether the courts of the Cayman Islands or China would:

(1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

(2) entertain original actions brought in the Cayman Islands or China against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Appleby has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

We are further of the understanding that the recognition and enforcement of foreign judgments are provided for under Chinese Civil Procedures Law. Chinese courts may recognize and enforce foreign judgments in accordance with the requirements of Chinese Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between ~~jurisdictions~~

jurisdictions.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We have previously filed with the Commission a registration statement on Form F-1 and prospectus, and a registration statement on Form F-6, under the Securities Act of 1933, as amended, with respect to our ordinary shares represented by ADSs, as well as the ADSs.

We are subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the ~~Securities and Exchange Commission.~~SEC. Specifically, we are required to file annually a Form 20-F no later than six months after the close of each fiscal year, which is December 31 of each year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the ~~Securities and Exchange Commission~~SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a ~~Web site~~website atwww.sec.govthat contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

Our financial statements have been prepared in accordance with US GAAP.

We will make available to our shareholders annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with US GAAP.

I. Subsidiary Information

Not applicable.

~~Item 11.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Please refer to Item 5. “Operating and Financial Review and Prospects—Quantitative and Qualitative Disclosures About Market Risk.”

~~Item 12.~~

~~Description of Securities Other than Equity Securities~~

Item 12. Description of Securities Other than Equity Securities

Not Applicable.

PART II

~~Item 13.~~

~~Defaults, Dividend Arrearages and Delinquencies~~

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not Applicable.

~~Item 14.~~

Item 14. Material Modifications to the Rights of Security Holders and ~~Use of Proceeds~~

Use of Proceeds

The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File No. 333-121987) (the “Registration Statement”) for our initial public offering of 6,880,000 American Depositary Shares, each representing 100 of our ordinary shares, which were sold by us and certain selling shareholders for an aggregate offering price of $70.5 million. Our Registration Statement was declared effective by the SEC on February 3, 2005.

We received net proceeds of approximately $59.4 million from our initial public offering (taking into account underwriting discounts of approximately $4.9 million, transaction expenses of approximately $3.8 million and payments to selling shareholders of approximately $2.4 million). None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning 10% or more of our equity securities or our affiliates.

As of December 31, 2007, we have used ~~the~~approximately $11.8 million in net proceeds from our initial public offering to acquire certain businesses, and fund expenses primarily for general corporate purposes, product development, software and technology infrastructure products and other capital expenditures. None of the net proceeds from the initial public offering were paid, directly or indirectly, to any of our directors or officers of our company or their associates, persons owning 10% or more of our equity securities or our affiliates.

Citigroup Global Markets Inc., Piper Jaffray Co. and Think Equity Partners LLC were the underwriters for our initial public offering.

Item 15. Controls and Procedures

~~Item 15.~~

~~Controls and Procedures~~

Disclosure Controls and Procedures

Under the supervision and with the participation of ~~the end of the period covered by this report,~~management, including our ~~principal~~chief executive officer and ~~principal~~the chief financial officer, ~~have performed~~we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, ~~within the meaning of~~as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of ~~Exchange Act.~~December 31, 2007. Based ~~upon that~~on this evaluation, ~~they have~~our chief executive officer and chief financial officer concluded as of December 31, 2007 that our disclosure controls and procedures were ~~effective~~effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in ~~ensuring~~accordance with generally accepted accounting principles and includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the ~~information required to be disclosed by us in~~degree of compliance with the ~~reports that we file~~policies and furnish under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in by the Securities and Exchange Commission’s rules and regulations, except as disclosed in the following paragraphs.

~~Changes in Internal Control Over Financial Reporting~~

Weprocedures may deteriorate.

However, these inherent limitations are ~~aware~~known features of the ~~importance of maintaining controls and procedures and are working towards improving our controls and procedures. According~~financial reporting process. Therefore, it is possible to ~~Section 404 of~~design into the ~~Sarbanes-Oxley Act of 2002, or Section 404, we will be required~~process safeguards to include an internal control report of management with our annual report on Form 20-F for the first fiscal year ending on or after December 15, 2007 by June 30, 2008. The internal control report must contain (1) a statement of management’s responsibilityreduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting ~~(2) a statement identifying~~for the company.

Management has used the framework ~~used~~set forth in the report entitled Internal Control—Integrated Framework published by ~~management to conduct~~ the ~~required evaluation~~Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting ~~and (3) management’s assessment~~was effective as of ~~the effectiveness~~December 31, 2007.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial ~~reporting as~~reporting.

Our management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the ~~end of~~SEC that permit us to provide only our ~~most recent fiscal year, including a statement as to whether or not~~management’s report in this annual report on Form 20-F.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal ~~control~~controls over financial reporting ~~is effective.~~

~~In connection with~~that occurred during the ~~required Section 404 evaluation described above, we~~period covered by this annual report on Form 20-F that have materially affected, or are ~~currently performing the system and process evaluation and testing required (and any necessary remediation) in an effort~~reasonably likely to ~~comply with such requirements by the effective date for compliance.~~

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we are in the process of conducting further evaluation of our internal control over financial reporting. We plan to design enhanced processes and controls to address these and any other issues that might be identified through our review. As we are still in the evaluation process, we may identify other conditions that may result in significant deficiencies or material weaknesses in the future; should we discover such conditions, we will take action to correct them. We are committed to taking appropriate steps for remediation, as needed.

~~In addition, we are taking the following measures in order to make these improvements in our internal controls:~~

contract with independent accounting software specialists to help us upgrade and enhance our accounting software system which we believe will greatly improve overall efficiency and internal control effectiveness;

~~reinforce existing control over the reporting process of all consolidated entities, as well as develop additional control processes to enhance~~materially affect our internal controls ~~in areas where we noted perceived deficiencies; and~~

over financial reporting.

~~update our general computer system and server controls.~~

Over the past year, we undertook a number of actions to strengthen our internal controls, including the formalization and adoption of accounting and management policies, and the hiring and training of personnel as required to implement these policies and those which will be required for compliance with Section 404 upon its applicability to us.

~~Item 16.~~

~~Reserved~~

Item 16. Reserved

~~Item 16A.~~

~~Audit Committee Financial Expert~~

Item 16A. Audit Committee Financial Expert

Our board of directors has determined that Mr. Alan Powrie qualifies as an Audit Committee Financial Expert as defined by the applicable rules of the SEC and that Mr. Powrie is “independent” as ~~that term is~~ defined ~~in Rule 4200~~under applicable Nasdaq rules.

Item 16B. Code of ~~the listing standards of the Marketplace Rules of the Nasdaq Stock Market, Inc.~~
~~Item 16B.~~ ~~Code of Ethics~~

Ethics

We have adopted a Code of Business Conduct which applies to our employees, officers and non-employee directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This code is intended to qualify as a “code of ethics” within the meaning of the applicable rules of the SEC.

The Code of Business Conduct is available on our website atwww.hurray.com. To the extent required by law, any amendments to, or waivers from, any provision of the Code of Business Conduct will be promptly disclosed to the public. Copies of the Code of Business Conduct will be provided to any shareholder upon written request to the Legal Counsel, 15/F, Tower B, Gateway Plaza, No.18 Xia Guang Li, East Third Ring, Chaoyang District, Beijing 100027, People’s Republic of China.

Item 16C. Principal Accountant Fees and Services

~~Item 16C.~~

~~Principal Accountant Fees and Services~~

Disclosure of Fees Charged by Independent Accountants

The following table summarizes the fees charged by Deloitte Touche Tohmatsu CPA Ltd. (our independent accountants from 2001 until the present time) for certain services rendered to our company during ~~2006~~2007 and ~~2005.~~

   For the year ended
December 31,
   2006    2005
Audit fees⁽¹⁾
   $ 315,375    $ 240,000
Audit related fees⁽²⁾
   $ 4,696    $ 3,105
Tax fees⁽³⁾
   —      —
Other fees⁽⁴⁾
   —      $ 923,329

2006.


	For the year ended
	December 31,
	2007		2006
Audit fees⁽¹⁾	$	641,898	$	315,375
Audit related fees⁽²⁾	$	6,362	$	4,696
Tax fees⁽³⁾		—		—
All other fees⁽⁴⁾		—		—


(1)		“Audit fees” means the aggregate fees incurred in each of the fiscal years listed for our calendar year audits and reviews of financial statements.


(2)		“Audit-related fees” means the aggregate fees incurred in each of the fiscal years listed for professional services related to the audit of our financial statements that are not reported under “Audit fees” and consultation on accounting standards or transactions.


(3)		“Tax fees” means the aggregate fees incurred in each of the fiscal years listed for professional services rendered for tax compliance, tax advice and tax planning.


(4)		“~~Other~~All other fees” means the aggregate fees incurred in ~~respect~~each of ~~our initial public offering in February 2005~~the fiscal years listed for professional services rendered other than those reported under “Audit fees,” “Audit-related fees,” and ~~the financial due diligence service rendered.~~“Tax fees.”

Audit Committee Pre-approval Policies and Procedures

Our audit committee has adopted procedures which set forth the manner in which the committee will review and approve all audit and non-audit services to be provided by Deloitte Touche Tohmatsu CPA Ltd. before that firm is retained for such services. The pre-approval procedures are as follows:

• Any audit or non-audit service to be provided to us by the independent accountant must be submitted to the audit committee for review and approval, with a description of the services to be performed and the fees to be charged.
• The audit committee in its sole discretion then approves or disapproves the proposed services and documents such approval, if given, through written resolutions or in the minutes of meetings, as the case may be.

Item 16D. Exemptions from the ~~independent accountant must be submitted to the audit committee~~Listing Standards for ~~review and approval, with a description of the services to be performed and the fees to be charged.~~
Audit Committees

The audit committee in its sole discretion then approves or disapproves the proposed services and documents such approval, if given, through written resolutions or in the minutes of meetings, as the case may be.

~~Item 16D.~~

~~Exemptions from the Listing Standards for Audit Committees~~

We have not been granted an exemption from the applicable listing standards for the audit committee of our board of directors.

~~Item 16E.~~

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~

Period

Total Number
of ADSs Purchased⁽¹⁾

Average Price
Paid per ADS ⁽¹⁾

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs⁽¹⁾

Maximum
Aggregate Dollar
Value of ADSs
that May Yet Be
Purchased Under
the Plans or
Programs⁽¹⁾
May 22, 2006 to
May 31, 2006

307,000 ADSs,
equivalent to
30,700,000 ordinary
shares
   $ 6.72    307,000 ADSs,
equivalent to
30,700,000 ordinary
shares    $ 12,936,960

June 1, 2006 to
June 26, 2006

485,600 ADSs,
equivalent to
48,560,000 ordinary
shares
   $ 6.11    485,600 ADSs,
equivalent to
48,560,000 ordinary
shares    $ 9,969,944

~~(1)~~

In February 2006, our Board approved a share repurchase program whereby we may repurchase up to $15.0 million of our issued and outstanding ADSs in open-market transactions. The timing and dollar amount of repurchase transactions are be determined by our Board depending on market conditions and are be subject to regulatory requirements. There is no expiration date for the stock repurchase program.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

PART III

~~Item 17.~~

~~Financial Statements~~

Item 17. Financial Statements

The Company has elected to provide financial statements pursuant to Item 18.

~~Item 18.~~

~~Financial Statements~~

Item 18. Financial Statements

The consolidated financial statements for Hurray! Holding Co., Ltd. and its subsidiaries are included at the end of this annual ~~report.~~
report on Form 20-F.

Item 19. Exhibits

~~Item 19.~~

~~Exhibits~~


~~Exhibit~~ ~~Number~~		~~Document~~
Exhibit
Number			Document
	1.1		Amended and Restated Memorandum and Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 to ~~the Company’s Registration Statement~~our registration statement on Form F-1 (Registration No. 333-121987) as filed with the Commission on January 12, 2005).

	2.1		Specimen American Depositary Receipt of the Company (incorporated by reference to Exhibit ~~3(a)~~4.1 to ~~the Company’s Registration Statement~~our registration statement on Form F-6 (Registration No. 333-122004) as filed with the Commission on January 13, 2005).

	2.2		Specimen Share Certificate of the Company (incorporated herein by reference to Exhibit 4.2 to ~~the Company’s Registration Statement~~our registration statement on Form F-1 (Registration No. 333-121987) as filed with the Commission on January 12, 2005).

	2.3		Deposit Agreement dated February 9, 2005 among the Company, Citibank N.A. and holders of the American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 3(a) to ~~the Company’s Registration Statement~~our registration statement on Form F-6 (Registration No. 333-122004) as filed with the Commission on January 13, 2005).


~~2.4~~ Exhibit
Number		Document
	4.1	Amended and Restated Registration Rights Agreement dated as of June 16, 2003 by and among Hurray! Holding Co., Ltd., Fidelity Greater China Ventures Fund L.P., Venture TDF Technology Fund III, L.P., Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. (incorporated by reference to ~~the~~Exhibit 10.1 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

4.2
~~4.1~~
2002 Incentive Compensation Plan (incorporated by reference to ~~the~~Exhibit 10.2 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.2~~
4.3 2003 Stock Option Plan (incorporated by reference to ~~the~~Exhibit 10.3 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.3~~
4.4 Form of Indemnification Agreement (incorporated by reference to ~~the~~Exhibit 10.4 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.4~~
4.5 Employment Agreement by and between Hurray! Holding Co., Ltd. and Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.5 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.5~~
Employment Agreement by and between Hurray! Holding Co., Ltd. and Jesse Liu dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.6~~
Employment Agreement by and between Hurray! Holding Co., Ltd. and Haoyu Yang dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.6
~~4.7~~
Employment Agreement by and between Hurray! Holding Co., Ltd. and Shaojian (Sean) Wang on May 23, 2006
~~4.8~~
~~Translation of Employment Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Jiang Wang on September 1, 2006~~
~~4.9~~
~~Translation of Agreement of Transfer of Shares of Beijing Enterprise Mobile Technology Co., Ltd. between Hurray! Holding Co., Ltd. and Funway Investment Holdings, Ltd. dated April 8, 2004~~ (incorporated by reference to ~~the registration statement~~Exhibit 4.7of our annual report on Form ~~F-1~~20-F (File No. ~~333-121987) as~~000-51116) filed with the Commission on ~~January 12, 2005)~~June 15, 2007).
~~4.10~~
Translation of Agreement of Transfer of Shares of Beijing Enterprise Network Technology Co., Ltd. between Hurray! Solutions Ltd., Qindai Wang, Yu Qin and Zhang Chen dated April 8, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.11~~
Translation of Agreement of Transfer of Shares of Beijing Enterprise Mobile Technology Co., Ltd. between Hurray! Holding Co., Ltd. and Nihon-Enterprise Mobile, Ltd. dated April 13, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.7
~~4.12~~
Translation of Equity Transfer Agreement by and among Zhang Yi, Shang Aiqin, Wang Jiang, Xu Hongyan, Xie Peifu, He Ming and Chen Yixiao dated December 30, 2005 (incorporated by reference to Exhibit 4.13 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006).
~~4.13~~
Translation of Equity Transfer Agreement by and between Hurray! Holdings Co., Ltd. and Magma Digital International Limited dated December 30, 2005 (incorporated by reference to Exhibit 4.14 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
4.8
~~4.14~~
Translation of Equity Transfer and Capital Increase Agreement by and among Beijing Huayi Brothers Advertising Co., Ltd., Beijing Qixin Weiye Culture Development Co., Ltd. and Hurray! Digital Music Technology Co., Ltd. dated December 12, 2005 (incorporated by reference to Exhibit 4.15 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006)...
~~4.15~~
4.9 Translation of Cooperation Agreement by and among Hurray! Solutions, Ltd., Beijing Enterprise Mobile Technology Co., Ltd., Beijing Hutong Wuxian Technology Co., Ltd., Zhong Xiongbing, Guangdong Freeland Movie and Television Production Co., Ltd., Beijing Shiji Freeland Movie and Television Distribution Co., Ltd., Shanghai Hai Le Audio & Video Distribution Co., Ltd. and Hong Kong Freeland Movie Industry Group Co., Ltd. dated November 14, 2005 (incorporated by reference to Exhibit 4.16 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006).
~~4.16~~
Translation of Technology Service Agreement between China Mobile Communications Group Corporation and Beijing Enterprise Network Technology Co., Ltd. dated May 22, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.17~~
Translation of Mobile Value-added Service Cooperation Agreement between China Unicom Co., Ltd. and Hurray! Solutions Ltd. dated March 29, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.18~~
4.10 Translation of Mobile Value-Added Service Cooperation Agreement by and between China Unicom Co., Ltd. and Beijing Hutong Wuxian Technology Co., Ltd. dated May 30, 2005 (incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
~~4.19~~
Translation of Cooperation Agreement on Monternet SMS Service between Zhejiang Mobile Communications Co., Ltd. and Beijing WVAS Solutions Ltd. dated May 1, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.20~~
Translation of Cooperation Agreement on Monternet WAP Services by and between China Mobile Communications Group Corporation and Beijing Hutong Wuxian Technology Co., Ltd. dated May 1, 2005 (incorporated by reference to Exhibit 4.21 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
~~4.21~~
Translation of Agreement on Entrusted Fee Collection between Zhejiang Mobile Communications Co., Ltd. and Beijing WVAS Solutions Ltd. dated May 1, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.22~~
Translation of China Unicom SMS Cooperation Agreement between China Unicom Zhejiang Branch Company and Hurray! Solutions Ltd., dated August 20, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.23~~
Translation of Unicom New Times CDMA WAP (Phase III) Operation Platform System Equipment Purchase Contract among Unicom Import & Export Company Limited, Unicom New Times Mobile Telecommunications Company Limited and Hurray! Times Communications (Beijing) Ltd. dated November 24, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.24~~
Translation of Unicom New Times CDMA WAP (Phase III) Operation Platform System Integration and Service Purchase Contract among Unicom Import & Export Company Limited, Unicom New Times Mobile Telecommunications Company Limited and Hurray! Times Communications (Beijing) Ltd. dated November 24, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.25~~
Translation of Data Service Cooperation Agreement between Beijing Enlight Times Info Co., Ltd and Hurray! Solutions Ltd. (incorporated by reference to ~~the~~Exhibit 10.21 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.26~~
Translation of Music Copyright License Agreement between Music Copyright Society of China and Hurray! Solutions Ltd. dated August 1, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.11
~~4.27~~
Translation of Contracts in Relation to Maximum Amount of Guarantee between Hua Xia Bank as creditor and each of Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. as guarantor dated December 31, 2004 (incorporated by reference to ~~the~~Exhibit 10.23 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.28~~
4.12 Translation of Agreement for Transfer of Entitlement to Dividends between Qindai Wang and Hurray! Holding Co., Ltd. dated August 15, 2003 (incorporated by reference to ~~the~~Exhibit 10.24 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.29~~
Translation of Domain Name Assignment Agreement between Hurray! Solutions Ltd. and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.30~~
Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.13
~~4.31~~
Translation of Software Assignment Agreement between Hurray! Solutions Ltd. and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.27 of our registration statement on Form F-1 (File No. ~~333-121987) as~~333 121987) filed with the Commission on January 12, 2005).


~~4.32~~ Exhibit
Number		Document
	4.14	Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, ~~2004 (incorporated~~2004(incorporated by reference to ~~the~~Exhibit 10.28 of our registration statement on Form F-1 (File No. ~~333-121987) as filed with the Commission on January 12, 2005).~~

~~4.33~~
Translation of Trademark Assignment Agreement between Hurray! Solutions Ltd. and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as333 121987) filed with the Commission on January 12, 2005).
~~4.34~~
Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.15
~~4.35~~
Translation of Letter of Undertaking by Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.31 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.36~~
4.16 Translation of Authorization Agreement by Songzuo Xiang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.32 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.37~~
4.17 Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.33 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.38~~
4.18 Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Hurray! Solutions Ltd., Qindai Wang and Songzuo Xiang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.34 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.39~~
4.19 Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Hurray! Solutions Ltd. and Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.35 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.40~~
4.20 Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Hurray! Solutions Ltd. and Songzuo Xiang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.36 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.41~~
4.21 Translation of Equity Interests Pledge Agreement between Qindai Wang and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.37 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.42~~
4.22 Translation of Equity Interests Pledge Agreement between Songzuo Xiang and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.38 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.43~~
4.23 Translation of Letter of Undertaking by Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.39 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.44~~
4.24 Translation of Authorization Agreement by Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.40 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.45~~
4.25 Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.41 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.46~~
4.26 Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Beijing Cool Young Information Technology Co., Ltd., Qindai Wang and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.42 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).


~~4.47~~ Exhibit
Number		Document
	4.27	Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Qindai Wang and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.43 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

4.28
~~4.48~~
Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Hurray! Solutions Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.44 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.49~~
4.29 Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.45 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.50~~
4.30 Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.46 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.51~~
Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.52~~
Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.31
~~4.53~~
Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.49 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.54~~
Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.55~~
Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.56~~
4.32 Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.57~~
Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.53 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.58~~
Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.33
~~4.59~~
Translation of Authorization Agreements by each of Sun Hao and Wang Xiaoping dated October 1, 2004 and October 1, 2004, respectively (incorporated by reference to ~~the~~Exhibit 10.55 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.60~~
4.34 Translation of Authorization Agreement by Beijing Enterprise Network Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.56 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.61~~
4.35 Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.57 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.62~~
4.36 Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Beijing WVAS Solutions Ltd., Beijing Enterprise Network Technology Co., Ltd., Sun Hao and Wang Xiaoping dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.58 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.63~~
4.37 Translation of Contracts Relating to Exclusive Purchase Right of Equity Interest between Hurray! Holding Co., Ltd., Beijing WVAS Solutions Ltd. and each of Sun Hao and Wang Xiaoping dated October 1, 2004 and October 1, 2004, respectively (incorporated by reference to ~~the~~Exhibit 10.59 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

4.38
~~4.64~~
Translation of Contract Relating to Exclusive Purchase Right of Equity Interest between Hurray! Holding Co., Ltd., Beijing WVAS Solutions Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.60 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.65~~
4.39 Translation of Equity Interests Pledge Agreements between Hurray! Times Communications (Beijing) Ltd. and each of Sun Hao and Wang Xiaoping dated October 1, 2004 and October 1, 2004, respectively (incorporated by reference to ~~the~~Exhibit 10.61 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).


~~4.66~~ Exhibit
Number			Document
	4.40		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.62 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.67~~		Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Palmsky Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.68~~		Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Palmsky Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.41
~~4.69~~		Translation of Software Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Palmsky Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.65 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.70~~	4.42		Translation of Software License Agreement between Hurray! ~~Times~~times Communications (Beijing) Ltd. and Beijing Palmsky Technology ~~Co.,~~Col, Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.66 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.71~~		Translation of Software Technology Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Palmsky Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.72~~		Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Palmsky Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.43
~~4.73~~		Translation of Authorization Agreement by Yang Haoyu dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.69 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.74~~	4.44		Translation of Authorization Agreement by Wang Jianhua dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.70 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.75~~	4.45		Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Palmsky Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.71 of our registration statement on Form F-1 (File No. 333-121987) as filed with the
			Commission on January 12, 2005).

~~4.76~~	4.46		Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Beijing Palmsky Technology Co., Ltd., Yang Haoyu and Wang Jianhua dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.72 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.77~~	4.47		Translation of Contract Relating to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Yang Haoyu and Beijing Palmsky Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.73 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.78~~	4.48		Translation of Contract Relating to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Wang Jianhua and Beijing Palmsky Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.74 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

4.49
~~4.79~~
Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Yang Haoyu dated October 1, ~~2004(incorporated~~2004 (incorporated by reference to ~~the~~Exhibit 10.75 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.80~~
4.50 Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Wang Jianhua dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.76 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.81~~
Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.82~~
Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
4.51
~~4.83~~
Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.79 of our registration statement on Form F-1 ~~(File~~(file No. 333-121987) as filed with the Commission on January 12, 2005).


~~4.84~~		Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
Exhibit
~~4.85~~ Number			Document
	4.52		Translation of Authorization Agreement by Sun Hao dated August 15, 2004 (incorporated by reference to ~~the~~Exhibit 10.81 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.86~~	4.53		Translation of Authorization Agreement by Wang Xiaoping dated August 15, 2004 (incorporated by reference to ~~the~~Exhibit 10.82 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.87~~	4.54		Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.83 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.88~~	4.55		Translation of Operating Agreement between Hurray! Times Communications (Beijing) Ltd., Beijing Enterprise Network Technology Co., Ltd., Sun Hao and Wang Xiaoping dated August 15, 2004 (incorporated by reference to ~~the~~Exhibit 10.84 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.89~~	4.56		Translation of Contract Relating to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Wang Xiaoping and Beijing Enterprise Network Technology Co., Ltd. dated August 15, 2004 (incorporated by reference to ~~the~~Exhibit 10.85 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.90~~	4.57		Translation of Contract Relating to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Sun Hao and Beijing Enterprise Network Technology Co., Ltd. dated August 15, 2004 (incorporated by reference to ~~the~~Exhibit 10.86 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.91~~	4.58		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Sun Hao dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.87 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.92~~	4.59		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Wang Xiaoping dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.88 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.93~~	4.60		Translation of Agreement on Transfer of Shares of Beijing Enterprise Network Technology Co., Ltd. between Sun Hao and Wang Xiaoping and Hurray! Solutions Ltd. and Wang Qindai dated July 19, 2004 (incorporated by reference to ~~the~~Exhibit 10.89 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.94~~
Translation of Domain Name License Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.95 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006)
~~4.95~~
Translation of Domain Name Assignment Agreement by and between Shanghai Magma Digital Technology Co. Ltd. and Hurray! Times Communications (Beijing) Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.96 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
4.61
~~4.96~~
Translation of Software License Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.97 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000-51116) filed with the
Commission on June 15, 2006).
~~4.97~~
4.62 Translation of Software Assignment Agreement by and between Shanghai Magma Digital Technology Co. Ltd. and Hurray! Times Communications (Beijing) Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.98 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000-51116) filed with the Commission on June 15, 2006).
~~4.98~~
Translation of Trademark License Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.99 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
~~4.99~~
Translation of Trademark Assignment Agreement by and between Shanghai Magma Digital Technology Co. Ltd. and Hurray! Times Communications (Beijing) Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.100 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
4.63
~~4.100~~
Translation of Authorization Agreement by Shang Aiqin dated January 12, 2006 (incorporated by reference to Exhibit 4.101 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).
~~4.101~~
4.64 Translation of Authorization Agreement by Zhang Yi dated January 12, 2006 (incorporated by reference to Exhibit 4.102 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).


~~4.102~~ Exhibit
Number			Document
	4.65		Translation of Exclusive Technical Consulting and Services Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.103 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.103~~	4.66		Translation of Operating Agreement by and among Hurray! Times Communications (Beijing) Ltd., Shanghai Magma Digital Technology Co. Ltd., Zhang Yi and Shang Aiqin dated January 12, 2006 (incorporated by reference to Exhibit 4.104 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.104~~	4.67		Translation of Contract Relating to the Exclusive Purchase Right of an Equity Interest by and among Hurray! Holding Co., Ltd., Shang Aiqin and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.105 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.105~~	4.68		Translation of Contract Relating to the Exclusive Purchase Right of an Equity Interest by and among Hurray! Holding Co., Ltd., Zhang Yi and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.106 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.106~~	4.69		Translation of Equity Interests Pledge Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Zhang Yi dated January 12, 2006 (incorporated by reference to Exhibit 4.107 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.107~~	4.70		Translation of Equity Interests Pledge Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shang Aiqin dated January 12, 2006 (incorporated by reference to Exhibit 4.108 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.108~~		~~Translation of Office Lease Contract between Hurray! Solutions Ltd. and Beijing China Resources Building Co. Ltd. dated April 29, 2003~~
	4.71		2004 Share Incentive Plan (incorporated by reference to ~~the~~Exhibit 10.95 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.109~~		Translation of Office Lease Contract between Hurray! Solutions Ltd. and Beijing China Resources Building Co. Ltd. dated November 14, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.110~~
~~2004 Share Incentive Plan (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).~~
4.72
~~4.111~~
Translation of Supplemental Agreement to Agreement on Transfer of Shares of Beijing Enterprise Network Technology Co., Ltd. among Hurray! Holding Co., Ltd., Qindai Wang, Yu Qin and Zhang Chen dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.96 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.112~~
4.73 Translation of Supplemental Agreement to Agreement on Transfer of Shares of Beijing Enterprise Mobile Technology Co., Ltd. among Hurray! Holdings Co., Ltd., Funway Investment Holdings Ltd. and I-mode Technology Ltd. dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.97 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.113~~
4.74 Translation of Loan ~~agreement~~Agreement between Beijing Enterprise Network Technology Co., Ltd. and Yu Qin dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.98 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.114~~
4.75 Translation of Loan ~~agreement~~Agreement between WVAS Solutions Ltd. and Yu Qin dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.99 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.115~~
Translation of CDMA WAP (Phase IV) Equipment and Service Purchase Agreement among Unicom Import & Export Company Limited, Unicom New Times Mobile Telecommunications Company Limited and Hurray! Times Communications (Beijing) Ltd. dated January 11, 2005 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
~~4.116~~
Translation of Supplemental Agreement dated December 1, 2004 to Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 and Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 28, 2005).
4.76
~~4.117~~
Translation of Supplemental Agreement dated January 25, 2005 to certain Equity Interests Pledge Agreements (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 28, 2005).
~~4.118~~
~~Translation of Cooperation Agreement between China Mobile Communications Group Corporation and Beijing Enterprise Network Technology Co., Ltd., dated January 1, 2006.~~
~~4.119~~
~~Translation of Mobile Value-added Service Cooperation Agreement, between China United Telecommunications Corporation Limited and Beijing Hutong Wuxian Technology Co., Ltd., dated April 13, 2006.~~
4.77
~~4.120~~
Translation of Cooperation Agreement between Hurray! Digital Media Technology Co., Ltd., Lan Gang, Chen Jianzhong, Hu Li, and ~~Beijing~~Guangzhou Hurray! Secular Bird Culture ~~and Art Development Center,~~Communication Co., Ltd, dated March 12, ~~2007.~~2007 (incorporated by reference to Exhibit 4.120 of our annual report on Form 20-F (File No. 000-51116) filed with the Commission on June 15, 2007).


Exhibit
~~4.121~~ Number		Document
	4.78	Translation of Supplemental Agreement between Hurray Holdings Co., Ltd. and Magma Digital International Limited, dated September 1, ~~2006.~~2006 (incorporated by reference to Exhibit 4.121 of our annual report on Form 20-F (File No. 000-51116) filed with the Commission on June 15, 2007).

~~4.122~~	4.79	Translation of Supplemental Agreement between Hurray Solutions, Ltd., Beijing Enterprise Mobile Technology Co., Ltd., Beijing Hutong Wuxian Technology Co., Ltd., Zhong Xiongbing, Guangdong Freeland Movie and Television Production Co., Ltd., Beijing Shiji Freeland Movie and Television Distribution Co., Ltd., Shanghai Hai Le Audio and Video Distribution Co., Ltd., Hong Kong Freeland Movie Industry Group Co., Ltd. and Beijing Freeland Wu Xian Digital Music Technology Co., Ltd., dated July 30, ~~2006.~~2006 (incorporated by reference to Exhibit 4.122 of our annual report on Form 20-F (File No. 000-51116) filed with the Commission on June 15, 2007).

~~4.123~~	4.80	Translation of Supplemental Agreement between Hurray Solutions, Ltd., Beijing Enterprise Mobile Technology Co., Ltd., Beijing Hutong Wuxian Technology Co., Ltd., Zhong Xiongbing, Guangdong Freeland Movie and Television Production Co., Ltd., Beijing Shiji Freeland Movie and Television Distribution Co., Ltd., Shanghai Hai Le Audio and Video Distribution Co., Ltd. and Hong Kong Freeland Movie Industry Group Co., Ltd, dated November 30, ~~2006.~~2006 (incorporated by reference to Exhibit 4.123 of our annual report on Form 20-F (File No. 000-51116) filed with the Commission on June 15, 2007).

	4.81	Translation of Cooperation Agreement between China Mobile Communications Group Corporation and Monternet WAP Service Provider between China Mobile Communications Group Corporation and Beijing Hutong Wuxian Technology Co., Ltd, dated April 27, 2007.

	4.82	Translation of Mobile Value-added Service Cooperation Agreement with China United Telecommunications Corporation between China United Telecommunications Corporation and Beijing Hengjiweiye Electronic Commerce Co., Ltd., dated August 30, 2007.

	4.83	Share Purchase Agreement among Hurray! Holding Co., Ltd., Enlight Media Limited, Changtian Wang, Yinglian Du, Delai Li, Xiaoping Li and Hongtian Wang (incorporated by reference to Exhibit 99.3 of our report of foreign issuer on Form 6-K (File No. 000-51116) filed with the Commission on November 23, 2007).

	4.84	Translation of Equity Transfer Agreement between TWM Holding, Hurray! Holding Co., Ltd., and Hurray! Times Communications (Beijing) Ltd. dated October 8, 2007.

	4.85	Translation of Equity Transfer Agreement of Shanghai Saiyu Information Technology Co., Ltd. among Liang Ruan, Yuqi Shi, Jie Li and Jianmei Wan, dated February 12, 2007.

	4.86	Translation of Transfer Agreement between Hurray! Times Communications (Beijing) Co., Ltd., Beijing WVAS Solutions Ltd., Beijing Enterprise Network Technology Co., Ltd., Xiaoping Wang, Hao Sun and Beijing Hurray! Times Technology Co., Ltd., dated May, 2007.

	8.1	List of Significant Subsidiaries and Affiliates.


Exhibit
Number			Document

	11.1		Code of Business Conduct (incorporated by reference to Exhibit 11.1 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006).

	12.1		Certification of Chief Executive Officer Required by Rule 13a-14(a).

	12.2		Certification of Chief Financial Officer Required by Rule 13a-14(a).

	13.1		Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

	13.2		Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

	15.1		Consent of Deloitte Touche Tohmatsu CPA Ltd., Independent Registered Public Accounting Firm.

~~15.2~~		~~Consent of Appleby.~~

~~SIGNATURES~~82

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
HURRAY! HOLDING CO., LTD.

~~By:~~

By:
/s/ ~~Jesse Liu~~
Shaojian (Sean) Wang
~~Jesse Liu~~
~~Chief Financial Officer~~
~~Date: June 15, 2007~~

~~INDEX TO FINANCIAL STATEMENTS~~

~~HURRAY! HOLDING CO., LTD.~~


		~~Page~~Shaojian (Sean) Wang
		Acting Chief Financial Officer

Date: June 19, 2008

INDEX TO FINANCIAL STATEMENTS
HURRAY! HOLDING CO., LTD.


	Page
Report of Independent Registered Public Accounting Firm		F-1


Consolidated Balance Sheets as of December 31, ~~2006~~2007 and ~~2005~~2006		F-2


Consolidated Statements of Operations for the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004~~2005		F-3


Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004~~2005	~~F-4~~	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004~~2005	~~F-6~~	F-7

Notes to the Consolidated Financial Statements	~~F-7~~	F-8

Additional Information — Financial Statement Schedule 1	~~F-30~~	F-35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Hurray! Holding Co., Ltd.

Beijing, the People’s Republic of China

We have audited the accompanying consolidated balance sheets of Hurray! Holding Co., Ltd. and its subsidiaries and variable interest entities (the “Company”) at December 31, ~~2006~~2007 and ~~2005,~~2006, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004,~~2005, and related financial statement schedule included in Schedule 1. These financial statements and related financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and related financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Hurray! Holding Co., Ltd. and its subsidiaries and variable interest entities at December 31, ~~2006~~2007 and ~~2005~~2006 and the results of their operations and their cash flows for the above stated periods in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As ~~discussed~~described in Note 2 to the consolidated financial statements, ineffective January 1, 2006, the Company ~~changed its method of accounting for stock-based compensation to conform to~~adopted Statement of Financial Accounting ~~Standard~~Standards No. 123 (revised 2004), “Share-Based ~~Payment”,~~payment”. In addition, effective on January 1, ~~2006.~~
2007, the Company adopted the recognition and measurement methods under Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes— An Interpretation of FASB Statement No.109”.

Deloitte Touche Tohmatsu CPA Ltd.

Beijing, the People’s Republic of China

June 18, 2008

~~Beijing, China~~F-1

~~June 8, 2007~~

HURRAY! HOLDING CO., LTD.

CONSOLIDATED BALANCE SHEETS

   December 31,
   2006    2005
   (in U.S. dollars, except share data)
Assets

Current assets:

Cash
   $ 74,596,978    $ 75,958,964
Accounts receivable, net of allowance of $284,402 and $15,167 as of December 31, 2006 and 2005, respectively
   13,449,419    18,089,063
Prepaid expenses and other current assets
   2,700,704    1,858,999
Amount due from related parties
   167,464    —
Inventories
   177,926    437,493
Current deferred tax assets
   295,755    —

Total current assets
   91,388,246    96,344,519
Property and equipment, net
   1,954,201    2,536,349
Acquired intangible assets, net
   6,023,183    3,311,561
Goodwill
   39,621,494    23,868,743
Deposits and other long-term assets
   632,494    1,501,970
Non-current deferred tax assets
   370,781    139,829

Total assets
   $ 139,990,399    $ 127,702,971

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable
   $ 3,680,913    $ 3,730,884
Acquisitions payable
   5,832,464    154,197
Accrued expenses and other current liabilities
   2,613,313    3,210,232
Amount due to related parties
   321    202,276
Income tax payable
   488,639    90,308
Current deferred tax liabilities
   344,802    248,455

Total current liabilities
   12,960,452    7,636,352
Non-current deferred tax liabilities
   850,734    842,824

Total liabilities
   $ 13,811,186    $ 8,479,176

Commitments and contingencies (Note 20)

Minority interests
   3,359,193    604,764
Shareholders’ equity:

Ordinary shares ($0.00005 par value; 4,560,000,000 shares authorized; 2,162,031,740 and 2,229,754,340 shares issued and outstanding as of December 31, 2006 and 2005, respectively)
   108,102    111,488
Additional paid-in capital
   73,608,117    77,335,532
Retained earnings
   45,702,452    39,898,507
Accumulated other comprehensive income
   3,401,349    1,273,504

Total shareholders’ equity
   122,820,020    118,619,031

Total liabilities, minority interests and shareholders’ equity
   $ 139,990,399    $ 127,702,971

December 31,
2007 2006
(in U.S. dollars, except share data)
Assets

Current assets:
Cash $ 65,978,884 $ 74,596,978
Accounts receivable, net of allowance of $699,525 and $284,402 as of December 31, 2007 and 2006, respectively 14,691,160 13,449,419
Prepaid expenses and other current assets 3,120,050 2,700,704
Amount due from related parties 464,410 167,464
Inventories 292,655 177,926
Current deferred tax assets 748,049 295,755
Receivable on disposal of subsidiary 4,151,400 —

Total current assets 89,446,608 91,388,246
Property and equipment, net 1,636,089 1,954,201
Acquired intangible assets, net 4,970,920 6,023,183
Investment in equity affiliate 2,420,522 —
Goodwill 5,620,906 39,621,494
Deposits and other long-term assets 848,588 632,494
Non-current deferred tax assets 650,091 370,781

Total assets
$ 105,593,724 $ 139,990,399

Liabilities and shareholders’ equity

Current liabilities:
Accounts payable $ 3,575,410 $ 3,680,913
Acquisitions payable 7,101,498 5,832,464
Accrued expenses and other current liabilities 2,906,400 2,613,313
Amount due to related parties 256,058 321
Income tax payable 210,548 488,639
Current deferred tax liabilities 416,835 344,802

Total current liabilities 14,466,749 12,960,452
Long-term payable 32,304 —
Non-current deferred tax liabilities 844,610 850,734

Total liabilities
15,343,663 13,811,186

Commitments and contingencies (Note 20)
Minority interests 4,667,402 3,359,193

Shareholders’ equity:
Ordinary shares ($0.00005 par value; 4,560,000,000 shares authorized; 2,173,784,440 and 2,162,031,740 shares issued and outstanding as of December 31, 2007 and 2006, respectively) 108,689 108,102
Additional paid-in capital 74,066,839 73,608,117
Statutory reserves 6,502,849 5,661,061
(Accumulated deficit) retained earnings (2,750,592 ) 40,041,391
Accumulated other comprehensive income 7,654,874 3,401,349

Total shareholders’ equity 85,582,659 122,820,020

Total liabilities, minority interests and shareholders’ equity
$ 105,593,724 $ 139,990,399

The accompanying notes are an integral part of these consolidated financial statements.

F-2

HURRAY! HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31,
2007 2006 2005
(in U.S. dollars, except share data)
Revenues:

Wireless value-added services $ 50,038,014 $ 62,512,483 $ 56,062,368
Recorded music 10,488,613 6,203,418 —

Total revenues 60,526,627 68,715,901 56,062,368

Cost of revenues:
Wireless value-added services 36,394,300 40,672,113 28,634,488
Recorded music 6,232,728 3,553,144 —

Total cost of revenues 42,627,028 44,225,257 28,634,488

Gross profit 17,899,599 24,490,644 27,427,880

Operating expenses:
Product development (including stock-based compensation expense of $921, $79,587 and $4,886 for the years ended December 31, 2007, 2006 and 2005, respectively) 2,028,265 2,169,124 1,852,421
Selling and marketing (including stock-based compensation expense of $286,885, $346,456 and $9,911 for the years ended December 31, 2007, 2006 and 2005, respectively) 11,513,850 11,014,215 8,981,998
General and administrative (including stock-based compensation expense of $155,169, $117,514 and $22,775 for the years ended December 31, 2007, 2006 and 2005, respectively) 9,141,381 6,699,607 3,442,916
Provision for goodwill impairment 38,778,584 — —

Total operating expenses 61,462,080 19,882,946 14,277,335

(Loss) income from continuing operations (43,562,481 ) 4,607,698 13,150,545
Interest income 2,313,576 2,529,419 1,390,392
Interest expense (179,062 ) (44,765 ) (27,312 )
Other income, net 465,825 315,210 330,299

(Loss) income before provision for income taxes, earnings in equity investments, gain from disposal of subsidiary, minority interest and discontinued operations (40,962,142 ) 7,407,562 14,843,924
Income taxes (credit) expense (182,370 ) 204,980 322,800

Net (loss) income from continuing operations after income taxes before minority interests (40,779,772 ) 7,202,582 14,521,124
Equity in losses of affiliate (62,756 ) — —
Minority interests 688,440 562,189 —

Net (loss) income from continuing operations (41,530,968 ) 6,640,393 14,521,124
Discontinued operations:
Net (loss) income from discontinued operations, net of tax (612,170 ) (836,448 ) 4,097,608
Gain from disposal of subsidiary 192,943 — —

Net (loss) income from discontinued operations, net of tax (419,227 ) (836,448 ) 4,097,608

Net (loss)income $ (41,950,195 ) $ 5,803,945 $ 18,618,732

   Year ended December 31,
   2006 2005 2004
   (in U.S. dollars, except share data)
Revenues:

2G services
   $ 32,571,278 $ 20,130,752 $ 14,946,274
2.5G services
   29,941,205 35,931,616 28,227,033
Recorded music
   6,203,418 —   —
Software and system integration services
   1,177,053 6,312,363 10,267,050

Total revenues
   69,892,954 62,374,731 53,440,357

Cost of revenues:

2G services
   24,615,272 13,713,675 7,049,848
2.5G services
   16,056,841 14,920,813 11,003,395
Recorded music
   3,553,144 —   —
Software and system integration services
   946,046 1,302,028 6,276,761

Total cost of revenues
   45,171,303 29,936,516 24,330,004

Gross profit
   24,721,651 32,438,215 29,110,353

Operating expenses:

Product development (including stock-based compensation expense of $79,587, $4,886 and $60,140 for the years ended December 31, 2006, 2005 and 2004, respectively)
   2,629,349 2,536,930 2,306,248
Selling and marketing (including stock-based compensation expense of $346,456, $9,911 and $221,046 for the years ended December 31, 2006, 2005 and 2004, respectively)
   11,893,238 9,796,538 7,433,005
General and administrative (including stock-based compensation expense of $117,514, $22,775 and $nil for the years ended December 31, 2006, 2005 and 2004, respectively)
   6,764,790 3,484,094 1,820,878
In-process research and development
   —   —   36,000

Total operating expenses
   21,287,377 15,817,562 11,596,131

Income from operations
   3,434,274 16,620,653 17,514,222
Interest income
   2,575,824 1,428,267 38,185
Interest expense
   (44,765 ) (27,312 ) (312,440 )
Other income, net
   522,131 990,470 —

Income before income taxes
   6,487,464 19,012,078 17,239,967
Income taxes
   121,330 393,346 —

Net income after income taxes before minority interests
   6,366,134 18,618,732 17,239,967
Minority interests
   (562,189 ) —   —

Net income
   5,803,945 18,618,732 17,239,967
Deemed dividends on Series A convertible preference shares
   —   —   (39,917 )

Income attributable to holders of ordinary shares
   $ 5,803,945 $ 18,618,732 $ 17,200,050

Income per share, basic
   $ 0.00 $ 0.01 $ 0.01

Income per share, diluted
   $ 0.00 $ 0.01 $ 0.01

Shares used in calculating basic income per share
   2,189,748,563 2,092,089,848 1,208,512,142

Shares used in calculating diluted income per share
   2,208,758,636 2,129,228,961 1,572,887,775

F-3

Year ended December 31,
2007 2006 2005
(in U.S. dollars, except share data)
Net (loss) income from continuing operations per share:
Basic $ (0.02 ) $ 0.00 $ 0.01

Diluted $ (0.02 ) $ 0.00 $ 0.01

Net (loss) income from discontinued operations per share:
Basic $ (0.00 ) $ (0.00 ) $ 0.00

Diluted $ (0.00 ) $ (0.00 ) $ 0.00

Net (loss) income per share
Basic $ (0.02 ) $ 0.00 $ 0.01

Diluted $ (0.02 ) $ 0.00 $ 0.01

Weighted average shares used in calculating basic (loss) income per share 2,172,208,190 2,189,748,563 2,092,089,848

Weighted average shares used in calculating diluted (loss) income per share 2,172,208,190 2,208,758,636 2,129,228,961

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HURRAY! HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

(Accumulated Accumulated
Series A convertible Additional deficit) other Total
preference shares Ordinary shares Subscription paid-in Statutory retained comprehensive shareholders’ Comprehensive
Shares Amount Shares Amount receivable capital reserves earnings income (loss) equity income (loss)
(in U.S. dollars, except share data)
Balance as of January 1, 2005 16,924,497 $ 16,925 1,186,672,000 $ 59,334 $ (50,880 ) $ 16,416,197 $ 2,085,269 $ 19,194,506 $ (685 ) $ 37,720,666
Initial public offering of shares, net of offering costs of $8,655,528 — — 662,433,900 33,121 — 59,394,269 — — — 59,427,390
Conversion of Series A convertible preference shares (16,924,497 ) (16,925 ) 338,489,940 16,925 — — — — — —
Collection of subscription receivable — — — — 50,880 — — — — 50,880
Stock-based compensation from accelerated-vesting of stock options — — — — — 16,804 — — — 16,804
Stock options issued to non-employees — — — — — 20,768 — — — 20,768
Exercise of stock options — — 42,158,500 2,108 — 1,487,494 — — — 1,489,602
Statutory reserve — — — — — — 3,201,788 (3,201,788 ) — —
Foreign currency translation adjustment — — — — — — — — 1,274,189 1,274,189 $ 1,274,189
Net income — — — — — — — 18,618,732 — 18,618,732 18,618,732

Balance as of December 31, 2005 — — 2,229,754,340 111,488 — 77,335,532 5,287,057 34,611,450 1,273,504 118,619,031 $ 19,892,921

Issuance of ordinary shares related to acquisition of Shanghai Magma (see Note 3) — — 8,955,200 448 — 539,552 — — — 540,000
Repurchase and cancellation of ordinary shares — — (79,260,000 ) (3,963 ) — (5,030,785 ) — — — (5,034,748 )
Forward contract at fair value (See Note 3) — — — — — 124,918 — — — 124,918
Stock-based compensation expense — — — — — 543,557 — — — 543,557
Exercise of stock options — — 2,582,200 129 — 95,343 — — — 95,472
Statutory reserve — — — — — — 374,004 (374,004 ) — —

Series A convertible
preference shares Ordinary shares
Warrants

Subscription
receivable

Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)

Total
shareholders’
equity

Comprehensive
Income
Shares Amount Shares Amount
(in U.S. dollars, except share data)
Balance as of January 1, 2004
12,347,966 $ 12,348 1,176,000,000 $   58,800 $ 2,287,966 $ (50,880 ) $ 8,310,939 $ 4,079,725 $ (4,748 ) $   14,694,150 $ 4,542,148

Issuance of ordinary shares related to acquisitions of Beijing Palmsky and Beijing Enterprise (see Note 3).
—   —   53,360,780 2,668 —   —   7,499,799 —   —   7,502,467
Repurchase of ordinary shares related to acquisition of Beijing Enterprise (see Note 3)
—   —   (42,688,780 ) (2,134 ) —   —   (5,997,866 ) —   —   (6,000,000 )
Exercise of warrants
5,699,077 5,699 —   —   (2,287,966 ) —   6,282,222 —   —   3,999,955
Repurchase of Series A convertible preference shares
(1,122,546 ) (1,122 ) —   —   —   —   —   —   —   (1,122 )
Stock options issued to non-employees
—   —   —   —   —   —   281,186 —   —   281,186
Deemed dividends on Series A convertible preference shares
—   —   —   —   —   —   39,917 (39,917 ) —   —
Foreign currency translation adjustment
—   —   —   —   —   —   —   —   4,063 4,063 $ 4,063
Net income
—   —   —   —   —   —   —   17,239,967 —   17,239,967 17,239,967

Balance as of December 31, 2004
16,924,497 16,925 1,186,672,000 59,334 —   (50,880 ) 16,416,197 21,279,775 (685 ) 37,720,666 $ 17,244,030

Initial public offering of shares, net of offering costs of $8,655,528
—   —   662,433,900 33,121 —   —   59,394,269 —   —   59,427,390
Conversion of Series A convertible preference shares
(16,924,497 ) (16,925 ) 338,489,940 16,925 —   —   —   —   —   —
Collection of subscription receivable
—   —   —   —   —   50,880 —   —   —   50,880
Stock-based compensation from accelerated-vesting of stock options
—   —   —   —   —   —   16,804 —   —   16,804
F-5

Series A convertible
preference shares Ordinary shares Warrants
Subscription
receivable

Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)

Total
shareholders’
equity

Comprehensive
Income
Shares Amount Shares Amount
(in U.S. dollars, except share data)
Stock options issued to non-employees
—   —   —   —   —   —   20,768 —   —   20,768
Exercise of stock options
—   —   42,158,500 2,108 —   —   1,487,494 —   —   1,489,602
Foreign currency translation adjustment
—   —   —   —   —   —   —   —   1,274,189 1,274,189 $ 1,274,189
Net income
—   —   —   —   —   —   —   18,618,732 —   18,618,732 18,618,732

Balance as of December 31, 2005
—   —   2,229,754,340 111,488 —   —   77,335,532 39,898,507 1,273,504 118,619,031 $ 19,892,921

Issuance of ordinary shares related to acquisitions of Shanghai Magma (see Note 3)
—   —   8,955,200 448 —   —   539,552 —   —   540,000
Repurchase and cancellation of ordinary shares
—   —   (79,260,000 ) (3,963 ) —   —   (5,030,785 ) —   —   (5,034,748 )
Forward contract at fair value (See Note 3)
—   —   —   —   —   —   124,918 —   —   124,918
Stock-based compensation expenses
—   —   —   —   —   —   543,557 —   —   543,557
Exercise of stock options
—   —   2,582,200 129 —   —   95,343 —   —   95,472
Foreign currency translation adjustment
—   —   —   —   —   —   —   —   2,127,845 2,127,845 $ 2,127,845
Net income
—   —   —   —   —   —   —   5,803,945 —   5,803,945 5,803,945

Balance as of December 31, 2006
             —   $       —   2,162,031,740 $ 108,102 $            —   $ —   $ 73,608,117 $ 45,702,452 $ 3,401,349 $ 122,820,020 $ 7,931,790

The accompanying notes are an integral part of these consolidated financial statements.

F-6

HURRAY! HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

   Year ended December 31,
   2006 2005 2004
   (In U.S. dollars)
Operating activities:

Income attributable to holders of ordinary shares
   $ 5,803,945 $ 18,618,732 $ 17,200,050
Deemed dividends on Series A convertible preference shares
   —   —   39,917

Net income
   5,803,945 18,618,732 17,239,967
Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation
   543,557 37,572 281,186
Depreciation and amortization
   3,481,415 1,939,130 1,986,416
Bad debt provision
   269,235 2,783 12,384
Minority interests
   562,189 —   —
In-process research and development
   —   —   36,000
Loss on disposal of property and equipment
   1,155 16,920 34,051
Changes in assets and liabilities net of effect of businesses acquired:

Accounts receivable
   5,518,845 (5,799,209 ) (3,513,973 )
Prepaid expenses and other current assets
   3,113,531 (528,260 ) 4,878
Amount due from related parties
   (164,008 ) —   —
Inventories
   268,556 (363,511 ) —
Current deferred tax assets
   (289,651 ) —   —
Non-current deferred tax assets
   (221,599 ) (137,292 ) —
Accounts payable
   (222,881 ) (282,045 ) 407,775
Accrued expenses and other current liabilities
   (899,530 ) 203,030 (666,080 )
Amount due to related parties
   (204,420 ) —   —
Income tax payable
   387,148 90,308 —
Current deferred tax liabilities
   86,212 246,431 —
Non-current deferred tax liabilities
   (139,229 ) (2,165 ) —

Net cash provided by operating activities
   17,894,470 14,042,424 15,822,604

Investing activities:

Decrease in restricted cash
   —   —   1,510,263
Purchases of property and equipment
   (956,972 ) (1,288,698 ) (1,871,335 )
Proceeds from disposal of property and equipment
   30,229 4,955 —
Acquisitions of intangible assets
   (1,714,198 ) (4,161,788 ) —
Deposits and other long-term assets
   (258,610 ) (62,341 ) (71,444 )
Payments related to acquisitions of new businesses (net of cash acquired of $441,147, $2,316,674 and $921,914 for the years ended December 31, 2006, 2005 and 2004, respectively)
   (12,515,544 ) (1,145,472 ) (16,727,447 )

Net cash used in investing activities
   (15,415,095 ) (6,653,344 ) (17,159,963 )

Financing activities:

Proceeds from the issuance of ordinary shares
   540,000 —   —
Repurchase of ordinary shares
   (5,034,748 ) —   —
Payment to repurchase Series A convertible preference shares
   —   —   (1,122 )
Proceeds from issuance of ordinary shares upon initial public offering, net of offering costs of $8,655,528 (offering costs of $7,660,172 and $995,356 were paid for the years ended December 31, 2005 and 2004, respectively)
   —   60,422,746 (995,356 )
Proceeds from exercise of warrants to purchase Series A convertible preference shares
   —   —   3,999,955
Proceeds from exercise of options
   95,472 1,489,602 —
Collection of subscription receivable
   —   50,880 —
Repayments of short-term borrowings
   —   (2,658,128 ) (4,107,848 )

Net cash (used in) provided by financing activities
   (4,399,276 ) 59,305,100 (1,104,371 )

Net (decrease) increase in cash and cash equivalents
   (1,919,901 ) 66,694,180 (2,441,730 )
Cash and cash equivalents, beginning of year
   75,958,964 8,713,697 11,151,364
Effect of exchange rate changes
   557,915 551,087 4,063

Cash and cash equivalents, end of year
   $ 74,596,978 $ 75,958,964 $ 8,713,697

Supplemental disclosure of cash flow information:

Interest paid
   $ —   $ 92,539 $ 247,213

Income taxes paid
   $ 287,266 $ 390,062 $ —

Supplemental disclosure of non-cash financing activities:

Conversion of Series A convertible preference shares into ordinary shares
   $ —   $ 16,925 $ —

Year ended December 31,
2007 2006 2005
(In U.S. dollars)
Operating activities:

Net (loss) income $ (41,950,195 ) $ 5,803,945 $ 18,618,732
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Impairment of goodwill 38,778,584 — —
Impairment of acquired intangible assets 2,480,253 — —
Stock-based compensation 442,975 543,557 37,572
Depreciation and amortization 3,644,095 3,481,415 1,939,130
Bad debt provision 453,674 269,235 2,783
Minority interests 688,440 562,189 —
Equity in losses of affiliate 62,756 — —
Gain from disposal of subsidiary (192,943 ) — —
Receivable from disposal of subsidiary (net of cash disposed of $771,570) (3,186,887 ) — —
Loss on disposal of property and equipment 74,300 1,155 16,920
Changes in assets and liabilities net of effect of businesses acquired and sold:
Accounts receivable and notes receivable (2,069,378 ) 5,518,845 (5,799,209 )
Prepaid expenses and other current assets (138,548 ) 3,113,531 (528,260 )
Amount due from related parties (273,618 ) (164,008 ) —
Deposits and other long-term assets (147,543 ) (258,610 ) (62,341 )
Inventories (81,422 ) 268,556 (363,511 )
Current deferred tax assets (414,011 ) (289,651 ) —
Non-current deferred tax assets (285,660 ) (221,599 ) (137,292 )
Accounts payable (140,809 ) (222,881 ) (282,045 )
Accrued expenses and other current liabilities 305,097 (899,530 ) 203,030
Amount due to related parties 245,379 (204,420 ) —
Income tax payable (299,897 ) 387,148 90,308
Current deferred tax liabilities 64,060 86,212 246,431
Non-current deferred tax liabilities (114,325 ) (139,229 ) (2,165 )

Net cash (used in) provided by operating activities
(2,055,623 ) 17,635,860 13,980,083

Investing activities:

Purchases of property and equipment (863,603 ) (956,972 ) (1,288,698 )
Proceeds from disposal of property and equipment — 30,229 4,955
Acquisitions of intangible assets (1,535,436 ) (1,714,198 ) (4,161,788 )
Payments related to acquisitions of new businesses (net of cash acquired of $1,398,709, $441,147, and $2,316,674 for the years ended December 31, 2007, 2006 and 2005, respectively) (3,237,834 ) (12,515,544 ) (1,145,472 )
Investment in equity affiliate (2,483,277 ) — —

Net cash used in investing activities
(8,120,150 ) (15,156,485 ) (6,591,003 )

Financing activities:

Proceeds from the issuance of ordinary shares — 540,000 —
Repurchase of ordinary shares — (5,034,748 ) —
Proceeds from issuance of ordinary shares upon initial public offering, net of offering costs of $7,660,172 paid in 2005 — — 60,422,746
Proceeds from exercise of options 16,334 95,472 1,489,602
Collection of subscription receivable — — 50,880
Repayments of short-term borrowings — — (2,658,128 )

Net cash provided by (used in) financing activities
16,334 (4,399,276 ) 59,305,100

Net (decrease) increase in cash
(10,159,439 ) (1,919,901 ) 66,694,180
Cash, beginning of year
74,596,978 75,958,964 8,713,697
Effect of exchange rate changes
1,541,345 557,915 551,087

Cash, end of year
$ 65,978,884 $ 74,596,978 $ 75,958,964

Supplemental disclosure of cash flow information:

Interest paid $ — $ — $ 92,539

Income taxes paid $ 854,864 $ 287,266 $ 390,062

Supplemental disclosure of non-cash financing activities:

Conversion of Series A convertible preference shares into ordinary shares $ — $ — $ 16,925

The accompanying notes are an integral part of these consolidated financial statements.

F-7

HURRAY! HOLDING CO., LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 ~~2005~~ and ~~2004~~
2005

(in U.S. dollars, unless otherwise stated)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Hurray! Holding Co., Ltd. (“Hurray!”), a Cayman Islands corporation, and its consolidated subsidiaries, ~~and~~ its variable interest entities and equity associate (collectively the “Company”) provide wireless value-added services to mobile phone users delivered over the wireless networks of the two mobile operators and over the fixed wireless networks of the two major fixed-line telecommunication operators in the People’s Republic of China (“PRC”)~~. The Company~~ and also designs, develops, sells and supports services provisioning and management software, and provides system integration services to a major Chinese mobile operator. In addition, in late 2005 the Company began to focus on music production and distribution ~~following agreements to acquire interests~~ in ~~several music companies.~~the PRC. The Company specializes in the development, marketing and distribution of music and entertainment oriented consumer wireless value-added services.

At December 31, 2007, Hurray!’s subsidiaries and variable interest entities (“VIEs”) are as follows (unless otherwise stated, all of these entities are incorporated in the PRC and the Company is entitled to the whole benefit of these entities’ economic interest ):


			Percentage of
	Date of		effective
	incorporation or	Place of	ownership by
Name of Subsidiaries	acquisition	incorporation	Hurray!			Principal activities
Wireless value-added services (“WVAS”) business segment:

Subsidiaries
Beijing Hurray! Times Technology Co., Ltd. (“Beijing Hurray Times”)	June 27, 2002	the PRC		100	%	WVAS business
Hurray Technologies (Hong Kong) Ltd.	July 23, 2003	Hong Kong		99	%	WVAS business
Invest China Group Limited	April 1, 2007	British Virgin Islands		100	%	WVAS business
Beijing Hand in Hand Media Technology Co., Ltd.	April 1, 2007	the PRC		100	%	WVAS business

Variable Interest Entities
Hurray! Solutions Ltd.	September 21, 1999	the PRC		100	%	WVAS business
Beijing Enterprise Network Technology Co., Ltd.	March, 31, 2004	the PRC		100	%	WVAS business
Beijing Hengji Weiye Electronic Commerce Co., Ltd. (“Hengji Weiye”)	October 1, 2005	the PRC		100	%	WVAS business
Beijing Hutong Wuxian Technology Co., Ltd. (“Beijing Hutong”)	April 1, 2005	the PRC		100	%	WVAS business
Beijing Palmsky Technology Co., Ltd.	March, 31, 2004	the PRC		100	%	WVAS business
Henan Yinshan Digital Network Technology Co., Ltd. (“Henan Yinshan”)	June 30, 2007	the PRC		100	%	WVAS business
Shanghai Magma Digital Technology Co., Ltd. (“Shanghai Magma”)	January 1, 2006	the PRC		100	%	WVAS business
Shanghai Saiyu Information Technology Co., Ltd. (“Saiyu”)	April 1, 2007	the PRC		100	%	WVAS business

F-8


			Percentage of
	Date of		effective
	incorporation or	Place of	ownership by
Name of Subsidiaries	acquisition	incorporation	Hurray!			Principal activities
Subsidiaries of Variable Interest Entities
Beijing Cool Young Information Technology Co., Ltd.	January 28, 2003	the PRC		100	%	WVAS business
Beijing WVAS Solutions Ltd.	October 10, 2001	the PRC		100	%	WVAS business

Recorded music business segment:

Subsidiaries
Hurray! Music Holding Co., Ltd.	August 19, 2005	Cayman Islands		100	%	Recorded music business

Subsidiaries of Variable Interest Entities
Hurray! Digital Media Technology Co., Ltd.	November 10, 2005	the PRC		100	%	Recorded music business
Beijing Huayi Brothers Music Co., Ltd. (“Huayi Brothers Music”)	December 31, 2005	the PRC		51	%	Recorded music business
Beijing Huayi Brothers Broker Co., Ltd.	April 17, 2007	the PRC		51	%	Recorded music business
Hurray! Freeland Digital Music Technology Co., Ltd. (“Freeland Music”)	January 1, 2006	the PRC		60	%	Recorded music business
Hurray! Freeland Cultural Media Co., Ltd.	January 8, 2007	the PRC		60	%	Recorded music business
Beijing Hurray! Fly Songs International Culture Co., Ltd. (“Fly Songs”)	August 21, 2007	the PRC		30.6	%	Recorded music business
Guangzhou Hurray! Secular Bird Culture Communication Co., Ltd. (“Secular Bird”)	May 30, 2007	the PRC		65	%	Recorded music business

To comply with PRC laws and regulations that restrict direct foreign ownership of telecommunication service businesses in the PRC, the Company conducts substantially all of its business through several variable interest entities: Hurray! Solutions Ltd. (“Hurray! Solutions”), a predecessor to Hurray!, Beijing Cool Young Information Technology Co., Ltd., Beijing WVAS Solutions Ltd., Beijing Enterprise Network Technology Co., Ltd. (“Beijing Network”), Beijing Hurray! Times Technology Co., Ltd.(Previous name is Beijing Enterprise Mobile Technology Co., Ltd.), Beijing Palmsky Technology Co., Ltd. (“Beijing Palmsky”), Beijing Hutong Wuxian Technology Co., Ltd. (“Beijing Hutong”), Beijing Hengji Weiye Electronic Commerce Co., Ltd. (“Hengji Weiye”), Shanghai Magma Digital Technology Co., Ltd. (“Shanghai Magma”), and Hurray! Digital Media Technology Co., Ltd. (“Hurray! Digital Media”) (previous name is Hurray! Digital Music Technology Co., Ltd.) (collectively the “Variable Interest Entities”).
VIEs. The ~~Variable Interest Entities~~VIEs have entered into various agreements with ~~Hurray! and~~ one of ~~its~~Hurray!’s subsidiaries, including exclusive cooperation agreements. Under these agreements, Hurray!, through a wholly owned PRC subsidiary, Beijing Hurray! Times, ~~Communications (Beijing) Ltd. (“Hurray! Times”),~~ is the exclusive provider of technical and consulting services to the ~~Variable Interest Entities.~~VIEs. In return, the ~~Variable Interest Entities~~VIEs are required to pay Beijing Hurray! Times’ service fees for the technical and consulting services received. The technical and consulting service fees can be, and are, adjusted at Hurray!’s discretion depending on the level of service provided. Beijing Hurray! Times is entitled to receive service fees in an amount up to all of the net income of the ~~Variable Interest Entities.~~VIEs In addition, Beijing Hurray! Times has been assigned all voting rights by the direct and indirect owners of the ~~Variable Interest Entities~~VIEs through agreements which are valid for ten years and cannot be amended or terminated except by written consent of all parties. Finally, Beijing Hurray! Times has the option to acquire the equity interest of the ~~Variable Interest Entities.~~VIEs . The Company also has extended loans without interest to the ~~Registered Shareholders~~registered shareholders to finance their ~~investments.~~investments in the VIEs. Each of the registered shareholders is ~~the~~a related party of the Company acting as de facto agent for the Company. The direct equity interest in these entities has been pledged as collateral for the loans and when permitted under Chinese laws, the loans are to be repaid by transferring the direct equity interest in these entities to the Company. Therefore, no minority interest was recorded for the registered capital from the registered shareholders.

Hurray! is the sole beneficiary of the ~~Variable Interest Entities~~VIEs because all the variable interests are held by Hurray! ~~and its related parties.~~. Accordingly, the Company consolidates the ~~Variable Interest Entities~~VIEs under Financial Accounting Standard Board (“FASB”) Interpretation (“FIN”) ~~No.46~~No. 46 (revised), “Consolidation of Variable Interest Entities,” which requires certain ~~variable interest entities (“VIE”)~~VIEs to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

All of Hurray!’s subsidiaries and Variable Interest Entities are 100% controlled by Hurray! either through equity interests or through VIE arrangements, with the exception of Beijing Huayi Brothers Music Co., Ltd. (“Huayi Music”) and Hurray! Freeland Digital Music Technology Co., Ltd. (“Freeland Music”), in which Hurray! ‘s VIE companies hold a 51% and 60% equity interest, respectively.F-9

In February 2005, Hurray! completed an initial public offering of 6,880,000 American Depositary Shares ~~(“ADSs”)~~ on the NASDAQ Global Market in the United States of America.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

(b) Basis of consolidation

The consolidated financial statements include the financial statements of Hurray!, its subsidiaries and ~~Variable Interest Entities.~~VIEs. All inter-company transactions and balances have been eliminated upon consolidation.
The affiliated company in which the Company controls more than 20% but less than 50% of the investment is accounted for using the equity method of accounting. The Company’s share of earnings (losses) of the equity investment is included in the accompanying consolidated statements of operations.

(c) Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses in the ~~financial statements and accompanying notes.~~reporting periods. Significant accounting estimates reflected in the Company’s financial statements include ~~fair value~~accruals for revenue and cost of revenue adjustments, valuations of acquired intangible assets and goodwill, stock based compensation, and ~~useful lives for intangible~~deferred income tax assets ~~and property and equipment.~~
valuation allowances.

(d) Significant risks and uncertainties

The Company participates in industries with rapid changes in regulations, technology trends, customer demand and competition and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: changes in the overall demand for entertainment-oriented wireless value-added services; advances and trends in new technologies and industry standards; changes in key suppliers; changes in certain strategic relationships or customer relationships; regulatory or other factors; risks associated with the ability to maintain strategic relationships with the mobile and fixed-line telecommunication operators; risks associated with attracting and retaining music artists, accessing songs and songwriters, and managing the Company’s new music businesses; and risks associated with the Company’s ability to attract and retain other necessary employees ~~necessary~~ to support its growth.

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or ~~less when purchased.~~
less.

(f) Inventories

Inventories ~~include equipment purchased for use in system integration services and~~represent music ~~CDs~~ compact discs (“CDs”)and related music products and are stated at the lower of cost, determined using the first-in, first-out method, or market. ~~At December 31, 2006, all inventories were related to recorded music business.~~

(g) Property and equipment, net

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:


Furniture and office equipment		3 years
Motor vehicles		5 years
~~Telecommunication~~Telecommunications equipment		3 years
Leasehold improvements		Lesser of original lease term or estimated useful life

F-10

(h) Acquired intangible assets, net

Acquired intangible assets consists of intangible assets, as detailed in Note 7,8, acquired through direct purchases and various business acquisitions and are amortized on a straight-line basis over their expected useful economic life.

(i) Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets acquired and liabilities ~~acquired~~assumed as a result of the Company’s acquisitions.

The Company tests goodwill for impairment by reporting unit on an annual basis or more frequently if an event occurs or circumstances change that could more likely than not reduce the fair value of the goodwill below its carrying amount. The Company performs a two-step goodwill impairment test. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of ~~each~~a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit’s goodwill to the carrying value of ~~a reporting unit’s~~that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. The impairment of goodwill is determined by the Company estimating the fair value based upon the present value of future cash flows. In estimating the future cash flows of each reporting unit, the Company has taken into consideration the overall and industry economic conditions and trends, market risk of the Company and historical information.

The Company changed the impairment test date from January 31 to December 31 in 2006 to better utilize the existing budget information for the future cash flow projection for each fiscal year ending on December 31. Such change has no material effect on the Company’s financial ~~statement.~~
statements.

(j) Impairment of long-lived assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets.

(k) Revenue recognition and cost of revenues

Wireless value-added services

Wireless value-added service revenues are derived from providing personalized media, games, entertainment and communication services to mobile phone and personal handy phone (collectively “mobile phones”) customers of the various subsidiaries of four major Chinese operators of mobile and fixed-line telecommunication networks, China United Telecommunications Corporation (“China Unicom”), China Mobile Communications Corporation (“China Mobile”), China Telecommunications Corporation and China Netcom Communications Group Corporation (collectively, the “Telecom Operators”). Fees for these services, negotiated by a network service agreement with the Telecom Operators and indicated in the message received on the mobile phone, are charged on a per-use basis or on a monthly subscription basis, and vary according to the type of services delivered.

The Company contracts with the Telecom Operators (defined above) for the transmission of wireless services as well as for billing and collection services. The Telecom Operators provide the Company with a monthly statement that represents the principal evidence that service has been delivered and triggers revenue recognition for a substantial portion of the Company’s revenue. In certain instances, when a statement is not received within a reasonable period of time, the Company makes an estimate of the revenues and cost of services earned during the period covered by the statement based on its internally generated information, historical experience and/or other assumptions that are believed to be reasonable under the circumstances.
Wireless value-added service revenues are derived from providing personalized media, games, entertainment and communication services to mobile phone and personal handy phone (collectively “mobile phones”) customers of the various subsidiaries of four major Chinese operators of mobile and fixed-line telecommunication networks, China United Telecommunications Corporation (“China Unicom”), China Mobile Communications Corporation (“China Mobile”), China Telecommunications Corporation (“China Telecom”) and China Netcom Communications Group Corporation (“China Netcom”) (collectively the “Telecom Operators”). Prior to the year ended December 31, 2005, the Company had not derived any revenues from China Telecom or China Netcom. Fees, negotiated by a network service agreement with the Telecom Operators and indicated in the message received on the mobile phone, for these services are charged on a per-use basis or on a monthly subscription basis, and vary according to the type of services delivered. The Company recognizes ~~all~~WVAS revenues in the period in which the services are performed net of business taxes of $1,506,002, $1,664,706 and $1,397,538 for 2007, 2006 and ~~$1,149,873 for 2006,~~ 2005, ~~and 2004,~~ respectively.

F-11

The Company measures its revenues based on the total amount paid by mobile phone customers, for which the Telecom Operators bill and collect on the Company’s behalf. Accordingly, the service fee paid to the Telecom Operators is included in the cost of revenues. In addition, in respect of 2G services, the Telecom Operators charge the Company a network fee based on a per message fee, which varies depending on the volume of messages sent in the relevant month, multiplied by the excess of messages sent over messages received. These network fees are likewise retained by the Telecom Operators and are reflected as cost of revenues.
The cost of revenues also includes fees paid to our content providers and marketing partners, maintenance costs related to equipment used to provide the services, bandwidth leasing charges and data center services, alternative channels, media and related Internet costs, operator imposed penalty charges, and certain distribution costs.

The Company evaluates the criteria outlined in Emerging Issues Task Force (“EITF”) Issue ~~No.99-19,~~No. 99-19, “Reporting Revenue Gross as Principal Versus Net as an Agent,” in determining whether it is appropriate to record the gross amount of revenues and related costs or the net amount earned after deducting the fees charged by the Telecom Operators. The Company records the gross amounts billed to its ~~mobile phone~~ customers asbased on the following facts: (i) it is the primary obligor in these transactions, ~~since~~(ii) it has latitude in establishing prices and selecting suppliers and (iii) it is involved in the determination of the service ~~specifications, selection of suppliers, and bears credit risk relating to these transactions.~~
~~Software and system integration services~~
Software and system integration services are a total customized solution, which includes software license fees, system design, planning, consulting and integration, and in some cases hardware products and require significant modification and customization to meet the customers specifications outlined in the revenue contract. Revenue from software and system integration services is recognized on the percentage-of-completion method in accordance with Statement of Position (“SOP”) 81-1 based on its stage of completion, except for revenues associated with the procurement of hardware which are recognized upon delivery. Provisions for estimated losses on contracts are made in the period in which the anticipated losses become known. The Company has segmented the revenue generated from the sale of hardware products from the remaining software and system integration services. The Company submits separate proposals for each of the deliverables and the customer may accept the software and integration services without accepting the hardware. Values assigned to the hardware revenue segments are based on cost as the Company does not generate any profit from hardware sales.
The Company evaluates the criteria outlined in EITF Issue 99-19 in determining whether it is appropriate to record the gross amount of hardware revenues and related costs or the net amount earned after deducting the amounts paid to the supplier. The Company records the gross amounts billed to its customers as it is the primary obligor in these transactions since it has latitude in establishing prices, is involved in the determination of service specifications and selection of suppliers and bears inventory and credit risk relating to the transaction.
specifications.

Recorded Music

Through the acquisition of Huayi Brothers Music and Freeland Music at the end of 2005 and the beginning of 2006, respectively, the Company entered the business of artist development, music production, offline music distribution and online distribution through wireless value added services and the Internet. Recorded music revenues are derived from live performances, corporate sponsorship and advertising, online and wireless sales, and offline CD sales.

The Company generates revenues from the sale of CDs either by providing the CD master to a distributor or by directly arranging for the volume production and subsequent wholesale of the CDs. In the former case, the Company receives a fixed fee, has no further obligations and recognizes the fee as revenue when the master CD is provided. In the latter case, the Company ships the produced CDs to retail distributors and recognizes wholesale revenues at the time of shipment less a provision for future estimated returns. In ~~2006,~~2007, the estimated sales returns rate is ~~about 16%~~approximately 18% based on past experience.

The Company recognizes artist performance fees and corporate sponsorship or marketing event fees once the performance or the service has been completed. Where the Company acts as ~~principal in the transaction and are~~ the primary ~~obligors~~obligor in the transaction, revenues are recorded on a gross basis. Where the Company is considered an agent or where the artists separately contract with the event organizer, revenues are recorded on a net basis.

The Company licenses its music to third parties for guaranteed minimum royalty payments, normally received upfront and typically non-refundable. In such cases the Company recognizes ~~such fees as~~ revenue on a straight-line basis over the life of the license and unrecognized revenues are included in liabilities. When the contract provides for additional payments if revenues exceed the minimum amount guaranteed, such amounts are included in revenues when the Company is notified of its entitlement to additional payments.

The Company incurs costs in producing CD masters, volume CD production, artist and songwriter royalties, and royalties payable to other parties for the use of their work. The cost of record masters and volume CD productions, and royalties paid in advance are recorded in prepaid expenses and other current assets when the sales of the recording are expected to recover the cost and amortized as ~~an expense~~costs of revenues over the revenue generating period, typically within one year. The decision to capitalize an advance to an artist, songwriter or other party requires significant judgment as to the recoverability of these advances. Advances for royalties and other capitalized costs are assessed for recoverability continuously.

(l) Foreign currency translation

Hurray! uses the United States dollar (“U.S. dollar”) as its functional and reporting currency. Monetary assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates of exchange ~~ruling~~prevailing at the balance sheet date. Transactions in currencies other than U.S. dollars during the year are converted into USU.S. dollars at the applicable rates of exchange prevailing at the last day of the month transactions occurred. Transaction gains and losses are recognized in the statements of operations.

The financial records of certain of Hurray!’s subsidiaries and ~~Variable Interest Entities~~VIEs are maintained in Renminbi (“RMB”), which is their functional currency. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are reflected as a separate component of comprehensive income in the statements of shareholders’ equity.

RMB is not fully convertible into U.S. dollars. The rate of exchange for the U.S. dollar quoted by the Bank of China was RMB 7.2946, RMB 7.8087 and RMB 8.0702 ~~and RMB 8.2765~~ on December 31, 2007, 2006 and 2005, ~~and 2004,~~ respectively.

F-12

(m) Product development expenses

Product development expenses consist of content development expenses including compensation and related costs for employees associated with the development and programming of mobile data ~~content and costs for the development of new software products and substantial enhancements to existing software products.~~content. These costs are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. To date, the Company has essentially completed its development concurrently with the establishment of technological feasibility, and, accordingly, no costs have been capitalized.

(n) Stock-based compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective transition method and therefore has not restated results for prior periods. Under this transition method, stock-based compensation expense recognized beginning January 1, 2006 includes: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006 based on the fair market value as of the grant date, measured in accordance with SFAS 123, and (b) compensation expense for all stock-based compensation awards granted on or subsequent to January 1, 2006, based on grant-date fair vale estimated in accordance with the provisions of SFAS 123(R). The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the award. Prior to the adoption of SFAS 123(R), the Company recognized stock-based compensation expense in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of SFAS 123(R) and the valuation of stock-based payments for public companies. The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R). The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the award.

Prior to the adoption of SFAS 123(R), the Company recognized stock-based compensation expense in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and had adopted the disclosure-only alternative of SFAS 123 and SFAS No. 148, “Accounting for Stock-based Compensation — Transition and Disclosure”. In accordance with APB 25 and related interpretations, stock-based compensation expense was not recorded in connection with share-based payment awards granted with exercise prices equal to or greater than the fair market value of the underlying shares on the date of grant.

Share-based payment transactions with non-employees are accounted for as share based compensation expenses in accordance with EITF 96-18 “Accounting for Equity Instruments that Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”.

See Note 1415 to the Consolidated ~~Condensed~~ Financial Statements for further discussion on stock-based compensation.

(o) Taxation

Income taxes -— Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Value added taxes -— The Company’s PRC subsidiaries and VIEs are subject to value-added tax at a rate of 17% on revenues from ~~procurement~~sales of hardware ~~on behalf of customers~~ and ~~revenues from~~ software as well as the installation and system integration ~~services.~~services which are deemed as mixed-sale of goods and thus subject to VAT. Value-added tax payable on revenues is computed net of value-added tax paid on purchases. ~~In respect of revenue on software sales, however, if~~If the net amount of value added tax payable exceeds 3% of ~~software~~the sales, the excess portion of value added tax can be refunded immediately. The Company therefore is subject to an effective net value added tax burden of 3% from ~~software~~the sales. This government policy is effective until 2010. ~~Net~~The net amount of value added tax is recorded either in the line item of other tax payable or prepaid expenses and other current assets on the face of consolidated balance sheet. In 2007, 2006 and 2005, the Company received rebates of $7,001, $229,824 and $649,204, respectively, which are included in ~~other income.~~
income from discontinued operations as the Company sold its software and system integration services in 2007.

Business taxes -— The Company’s PRC subsidiaries and VIEs are also subject to business tax at a rate of 3%3-5% on wireless value-added services revenues. Business taxes are recorded as a deduction of revenue when incurred.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. The Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not result in a cumulative adjustment on January 1, 2007 and had no significant impact on the Company’s accounting for income taxes for the year ended December 31, 2007. The Company did not incur any interest or penalties related to potential underpaid income tax expenses, and also does not expect to have a significant increase or decrease on the unrecognized tax benefits within 12 months from December 31, 2007.

F-13

The Company is subject to taxation in PRC and other tax jurisdictions. There is no ongoing examination by taxing authorities at this time. The Company’s various tax years from 2002 to 2007 are remaining open in various taxing jurisdictions.

(p) Comprehensive income
(loss)

Comprehensive income (loss) includes foreign currency translation adjustments. Comprehensive income (loss) is reported in the statements of shareholders’ equity.

(q) Fair value of financial instruments

Financial instruments include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable, and accrued expenses and other current liabilities. The carrying values of cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable and accrued liabilities and other current liabilities approximate their fair values due to their short-term maturities. The amount payable in December 2007 in respect of the acquisition of Shanghai Magma has been calculated after applying a discount of 3.875% to reflect approximate market rates for such liabilities.

(r) Advertising costs

The Company expenses advertising costs as incurred. Total advertising expenses were $5,269,550, $5,404,935 and $969,122 an in 2007, 2006 and ~~$361,923 in 2006,~~ 2005, ~~and 2004,~~ respectively, and have been included in selling and marketing expenses and cost of revenues.

(s) ~~Income~~Net (Loss) income per share

Basic (loss) income per share is computed by dividing income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted (loss) income per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.
The dilutive effect of the stock options and nonvested shares is computed using treasury stock method.

(t) Recently issued accounting standards

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The standard requires disclosure of fair values of derivative instruments and their gains and losses in a tabular format as well as cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. It also requires that more information be provided about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the adoption of SFAS No. 161 to have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No.141(R), “Business Combinations,” to improve reporting by creating greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. The Company has not yet begun the process of assessing the potential impact that the adoption of SFAS No. 141R may have on its consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in Consolidated Financial Statements” to improve the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as required in the consolidated financial statements. Moreover, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for fiscal year, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company has not yet begun the process of assessing the potential impact that the adoption of SFAS No. 160 may have on its consolidated financial position or results of operations.

F-14

In February 2007, the FASB issued ~~Statement of Financial Accounting Standards~~SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. The standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS 157. The Company is currently evaluating whether the adoption of SFAS 159 will have a significant effect on its consolidated results of operations and financial position.

In September 2006, the FASB issued ~~Statement of Financial Accounting Standards~~SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which provides enhanced guidance for using fair value to measure assets and liabilities. This standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. FASB Staff Position No. FAS 157-2, “ Effective Date of FASB Statement No. 157” delays the effective date of SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. The Company is currently evaluating whether the adoption of SFAS 157 will have a significant effect on its consolidated financial position, results of operations or cash flows.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each on a company’s balance sheet and statement of operations and the related financial statement disclosures. The Company does not expect the adoption of SAB 108 to have a material impact on its consolidated results of operations and financial condition.
In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”, and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and
transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 to have a material impact on its consolidated results of operations and financial condition.
In June 2006, the FASB ratified the consensus on Emerging Issues Task Force (“EITF”) Issue No. 06-03 (“EITF 06-03”), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF 06-03 provides that the presentation of taxes assessed by a governmental authority that is directly imposed on a revenue producing transaction between a seller and a customer on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. The provisions of EITF 06-03 will be effective for interim and annual reporting periods beginning after December 15, 2006. The Company does not expect the adoption of EIFT 06-03 to have a material impact on its consolidated results of operations and financial condition

(u) Reclassifications

Certain prior year amounts have been reclassified to conform to the ~~2006~~2007 financial statement presentation.

3. ACQUISITIONS

During the three-year period ended December 31, ~~2006,~~2007, the Company made a number of acquisitions of ~~businesses.~~businesses directly or through its VIE companies. Each acquisition has been recorded using the purchase method of accounting, and accordingly the acquired assets and liabilities were recorded at their fair values on the dates of acquisitions and the results of their operations have been included in our operations since ~~the dates of~~ their ~~acquisitions.~~respective acquisitions dates. The fair values of the assets and liabilities acquired were estimated using a combination of valuation methods, such as “income ~~approach”,~~approach,” “market ~~approach”~~approach,” and “cost approach” ~~method,~~methods, considering, among other factors, forecasted financial performance of the acquired business, market performance, and market potential of the acquired business in China.

(a) 2007 acquisitions

Acquisition of Henan Yinshan and Saiyu

In April and June of 2007, the Company acquired 100% of the equity of Saiyu and Henan Yinshan, for a total cash consideration of $5,328,699, including transaction costs of $1,292,960, to further expand the Company’s portfolio of wireless value-added services in China. Of the total consideration, an amount of $1,089,160 was unpaid as of December 31, 2007. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

Total purchase price:
Cash consideration $ 4,035,739
Transaction costs 1,292,960

$ 5,328,699

Amortization
period
Aggregate purchase price allocation — Saiyu and Henan Yinshan:
Cash and cash equivalents $ 1,311,572
Accounts receivable 45,451
Other current assets 1,226
Acquired intangible assets:
Agreements with China Mobile 1,946,402 5 years
WVAS license 24,763 3 years
Goodwill (allocated to WVAS segment) 2,134,375 N/A
Property and equipment, net 9,496 3 – 5 years
Other assets 17,751
Current liabilities (71,652 )
Non-current deferred tax liabilities (90,685 )

Total $ 5,328,699

~~(a)~~F-15

Acquisition of Secular Bird and Fly Songs

During 2007, the Company expanded its recorded music segment by acquiring 65% of Secular Bird, an independent record label in China, and through its Freeland Music joint venture, a 51% interest in Fly Songs, a concert and performance organizer in China for a total consideration of $576,066, all paid in 2007. The following table summarizes the estimated fair values acquired and liabilities assumed at the dates of acquisition:

Amortization
period
Aggregate purchase price allocation — Secular Bird and Fly Songs:
Cash and cash equivalents $ 87,138
Inventory 10,747
Other current assets 116,559
Acquired intangible assets:
Artist management contract 32,293 4.6 years
Trademarks 24,644 20 years
Copyright for songs 17,846 1.9 years
Non-complete contract 4,249 3.8 years
Goodwill (allocated to recorded music segment) 253,705 N/A
Property and equipment, net 53,375 3 – 5 years
Other assets 1,402
Current liabilities (11,108 )
Non-current deferred tax liabilities (14,784 )

Total $ 576,066

The following unaudited pro forma information summarizes the results of operations for the years ended December 31, 2007 and 2006 assuming the acquisitions during the years of 2006 and 2007 had occurred as of January 1, 2006. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of that period, nor is it indicative of future operating results:

Year ended December 31,
2007 2006
(unaudited) (unaudited)
Pro forma total revenue $ 60,897,824 $ 69,617,966
Pro forma net (loss) income attributable to holders of ordinary shares (42,565,473 ) 5,783,149
Pro forma net (loss) income per share:
- basic $ (0.02 ) $ 0.00
- diluted $ (0.02 ) $ 0.00
Weighted average shares used in calculation of pro forma net (loss) income per share:
- basic 2,172,208,190 2,189,748,563
- diluted 2,172,208,190 2,208,758,636

The pro forma results of operations give effect to certain adjustments, including amortization of acquired intangible assets with definite lives, associated with the acquisitions.

F-16

Acquisition of Beijing New Run Entertainment Development Co., Ltd. (New Run)

In April 2007, the Company acquired a 30% interest in New Run, an independent record label in China, and it has been accounted for on the equity basis from April 1, 2007. The cash acquisition cost of $2,483,277, including transaction costs, has been paid during 2007. Additional consideration may be required upon the attainment of certain performance targets for the twelve-month period subsequent to the acquisition. At December 31, 2007, the Company’s share of New Run’s loss since acquisition was $62,756.

Acquisitions payable as of December 31, 2007 represents the payables for the acquisition of Shanghai Magma, Henan Yinshan and Saiyu, and Beijing Hutong of $6,000,000, $1,089,160 and $12,338 respectively.

(b) 2006 acquisitions

Acquisition of Shanghai Magma

Effective January 1, 2006, the Company ~~through its VIE companies,~~ acquired 100% of the outstanding equity of Shanghai Magma, a leading developer and publisher of wireless Java™ Games in China and Shanghai Magma has been consolidated since that date. Under the acquisition agreements, the Company made an initial cash payment of $4.1 million and agreed to pay additional amounts based on Shanghai Magma’s financial performance in 2006 and 2007 with a maximum total consideration, including the initial payment, of ~~$15~~$22 million. In September 2006, the Company agreed with the selling shareholders to fix the additional amounts at a total of $10.5 million payable in two installments of $4.5 million in October 2006 and $6.0 million in December 2007. As part of the ~~revised~~amended agreements certain selling shareholders agreed to subscribe $1.25 million of the payments received in the issue of Hurray’s ordinary shares at a price based on the 5 –day average price of Hurray’s shares prior to signing the revised agreements. Such right of subscription was fair valued at $124,918 using the respective valuation model. On December 31, ~~2006,~~2007, the amount payable under these agreements was ~~$ 5.8~~$6.0 million, out of which ~~$ 0.71~~$0.71 million will be used by the selling shareholders for subscription of the Company’s shares at a price of $6.03 per share.
Subsequently, in February 2008, the Company and the selling shareholders agreed to further amend the agreements to reduce the consideration payable to $1 million and eliminate the need for the selling shareholders to subscribe for the Company’s shares. This amount was paid in March 2008. The gain on reduction of $5 million in the purchase liability was recognized as other income in the first quarter of 2008.


Total purchase price:
Cash consideration	$	14,246,746
Fair value of share purchase right		124,918
Transaction costs		438,263

	$	14,809,927

Amortization
period
Purchase price allocation:

Cash and cash equivalents
   $ 393,425
Accounts receivable
   564,291
Other current assets
   1,156,492
Acquired intangible assets:

Partnership agreement with China Mobile
   418,826 4 years
Trademark
   147,456 20 years
Software
   59,478 5 years
Website
   21,065 4.5 years
VAS license
   9,913 4.5 years
Non-compete agreement
   63,196 4 years
Game content
   76,826 0.17 years
Goodwill
   12,168,190 N/A
Property and equipment, net
   25,289 3-5 years
Current liabilities
   (191,214 )
Non-current deferred tax liabilities
   (103,306 )

Total
   $ 14,809,927

Amortization
period
Purchase price allocation:
Cash and cash equivalents $ 393,425
Accounts receivable 564,291
Other current assets 1,156,492
Acquired intangible assets:
Partnership agreement with China Mobile 418,826 4 years
Trademarks 147,456 20 years
Software 59,478 5 years
Website 21,065 4.5 years
WVAS license 9,913 4.5 years
Non-compete agreement 63,196 4 years
Game content 76,826 0.17 years
Goodwill (allocated to WVAS segment) 12,168,190 N/A
Property and equipment, net 25,289 3 – 5 years
Current liabilities (191,214 )
Non-current deferred tax liabilities (103,306 )

Total $ 14,809,927

Acquisition of Freeland Music

Effective January 1, 2006, the Company ~~through its VIE companies,~~ acquired 60% of Freeland Music from the Freeland group, which is a group of affiliated companies in China engaged in the production and distribution of audio and video music products and Freeland Music has been consolidated from that date. In this acquisition the Freeland group injected its music business in a newly formed company, Freeland Music, owned 60% by the Company and 40% by the Freeland group. The initial consideration was $7,560,000 in cash, of which $2,160,000 was payable to the existing shareholders of the business and $5,400,000 was payable into Freeland Music as a capital injection to fund its operation. At December 31, ~~2006, the~~2007, all purchase consideration ~~of $2,700,000 was unpaid.~~has been paid.

F-17

The final consideration payable by the Company and the respective ownership interests of the shareholders of Freeland Music ~~was~~were subject to adjustment based on the financial performance of Freeland Music in 2006. Subsequent to the acquisition, the Company and the Freeland group agreed to amend the terms of the agreements to extend the performance period to the 2007 financial year. If the actual net income of Freeland Music in that year exceeds $1.53 million (RMB 12 million), the Company will contribute the full amount of the remaining purchase consideration as a capital injection into Freeland Music. If the actual net income is between $1.28 million (RMB10 million) and $1.53 million, inclusive, the Company will contribute 50% of the remaining purchase consideration, equal to $1.35 million, , as a capital injection. IfAs the actual net income of Freeland Music isfor 2007 was less than $1.28 million, the Company ~~will~~was not be required to make any further capital injection.


Total purchase price:
Cash consideration	$	4,320,000
Transaction costs		265,113

	$	4,585,113

Amortization
period
Purchase price allocation:

Cash and cash equivalents
   $ 47,722
Accounts receivable
   43,568
Acquired intangible assets:

Artist contracts
   1,406,890 5 years
Trademark
   215,932 8 years
Exclusive VAS agreement
   42,464 5 years
Exclusive copyright agreement
   12,543 3 years
VAS contracts
   249,845 5 years
Copyright contracts
   99,954 4 years
Goodwill
   2,538,962 N/A
Property and equipment, net
   14,540 3-5 years
Current liabilities
   (57,469 )
Non-current deferred tax liabilities
   (29,838 )

Total
   $ 4,585,113

Amortization
period
Purchase price allocation:
Cash and cash equivalents $ 47,722
Accounts receivable 43,568
Acquired intangible assets:
Artist contracts 1,406,890 5 years
Trademarks 215,932 8 years
Exclusive WVAS agreement 42,464 5 years
Exclusive copyright agreement 12,543 3 years
WVAS contracts 249,845 5 years
Copyright contracts 99,954 4 years
Goodwill (allocated to recorded music segment) 2,538,962 N/A
Property and equipment, net 14,540 3 – 5 years
Current liabilities (57,469 )
Non-current deferred tax liabilities (29,838 )

Total $ 4,585,113

The interests in Shanghai Magma and Freeland Music have been consolidated from January 1, 2006 and their results for the year ended December 31, 2006 are included in the Company’s 2006 financial statements. The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2005 ofassuming the ~~Company and~~acquisitions of Shanghai Magma and Freeland Music ~~prepared on the assumption that these acquisitions~~had occurred onas of January 1, 2005. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of that period, nor is it indicative of future operating results:

   Year ended
December 31, 2005

   (unaudited)
Pro forma total revenue
   $ 63,612,451
Pro forma income attributable to holders of ordinary shares
   18,756,840
Pro forma income per share:

- basic
   $ 0.01
- diluted
   $ 0.01
Shares used in calculation of pro forma net income per share:

- basic
   2,092,089,848
- diluted
   2,129,228,961

Year ended
December 31, 2005
(unaudited)
Pro forma total revenue $ 63,612,451
Pro forma net income attributable to holders of ordinary shares 18,756,840
Pro forma net income per share:
- basic $ 0.01
- diluted $ 0.01
Weighted average shares used in calculation of pro forma net income per share:
- basic 2,092,089,848
- diluted 2,129,228,961

The pro forma results of operations give effect to certain adjustments, including amortization of acquired intangible assets with definite lives, associated with the acquisition.

~~(b)~~F-18

Acquisitions payable as of December 31, 2006 represents the payables for the acquisition of Shanghai Magma and Beijing Hutong of $5,820,938 and $11,526 respectively.

Acquisition of Huayi Brothers Music

On December 31, 2005, the Company acquired 51% of the outstanding equity of Huayi Brothers Music, which focuses on artist development, music production and off-line distribution of music in China, for a total cash consideration of $4,458,206, of which $196,206 was transaction costs. As part of the agreement, the Company will invest $4,262,000 in cash for 51% of Huayi Brothers Music, of which $2,905,000 was payable to the existing shareholders and $1,357,000 was payable into Huayi Brothers Music as a capital injection. As of December 31, 2006, all the cash consideration and transaction costs ~~have~~had been paid.

The final consideration payable by the Company and the respective ownership interests of the shareholders of Huayi Brothers Music ~~are~~were subject to adjustment based on the financial performance in 2006 and 2007 of Huayi Brothers Music following the closing of the transaction. ~~The adjustment is based on Huayi Brothers Music’s performance in~~As the benchmark profit was not achieved for 2006 and 2007, by reference to a benchmark profit of $1,116,700. If the actual net income of Huayi Brothers Music is higher than the benchmark profit, the Company will pay the existing shareholders cash equal to 41.5% of the excess based on the actual net profit multiplied by a factor of 6. No adjustment is made if the difference is within 5% of the benchmark profit. The Company has the option to dilute its percentage of interest in Huayi Brothers Music instead of paying thetherefore no additional consideration ~~but its equity interests cannot be lower than 30%. The actual net income of Huayi Brothers Music of 2006 is $481,137.~~
was required.


Total purchase price:
Cash consideration	$	4,262,000
Transaction costs		196,206

	$	4,458,206

Amortization
period
Purchase price allocation at 51% of Huayi Brothers Music:

Cash and cash equivalents
   $ 143,366
Capital contribution receivable
   628,443
Accounts receivable
   141,710
Other current assets
   146,258
Acquired intangible assets:

Artist contracts
   1,020,420 6.52 years
Trademark
   454,250 20 years
Copyright surrogate contract
   69,578 5.67 years
Existing record copyright
   17,189 3 years
Exclusive VAS agreement
   542,408 20 years
Non-compete agreement
   131,257 20 years
Goodwill
   2,331,239 N/A
Property and equipment, net
   43,567 3 – 5 years
Current liabilities
   (473,895 )
Non-current deferred tax liabilities
   (737,584 )

Total
   $ 4,458,206

Amortization
period
Purchase price allocation at 51% of Huayi Brothers Music:
Cash and cash equivalents $ 143,366
Capital contribution receivable 628,443
Accounts receivable 141,710
Other current assets 146,258
Acquired intangible assets:
Artist contracts 1,020,420 6.52 years
Trademarks 454,250 20 years
Copyright surrogate contract 69,578 5.67 years
Existing record copyright 17,189 3 years
Exclusive WVAS agreement 542,408 20 years
Non-compete agreement 131,257 20 years
Goodwill (allocated to recorded music segment) 2,331,239 N/A
Property and equipment, net 43,567 3 – 5 years
Current liabilities (473,895 )
Non-current deferred tax liabilities (737,584 )

Total $ 4,458,206

At the date of acquisition, Huayi Brothers Music had a payable of $202,276 due to its minority shareholders, which represents an advance for operational ~~purposes.~~purposes and included in current liability above.

F-19

The following unaudited pro forma information summarizes the results of operations for the ~~years~~year ended December 31, 2005 ~~and 2004~~assuming the acquisition of ~~the Company and~~ Huayi ~~Music. It has been prepared on the assumption that the acquisition~~Music had occurred as of January 1, ~~2004.~~2005. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the ~~periods~~period indicated, nor is it indicative of future operating results:

   Year ended December 31,
   2005    2004
   (unaudited)    (unaudited)
Pro forma total revenue
   $ 62,944,870    $ 53,440,357
Pro forma income attributable to holders of ordinary shares
   17,822,639    16,928,741
Pro forma income per share:

- basic
   $ 0.01    $ 0.01
- diluted
   $ 0.01    $ 0.01
Shares used in calculation of pro forma net income per share:

- basic
   2,092,089,848    1,208,512,142
- diluted
   2,129,228,961    1,572,887,775

Year ended
December 31, 2005
(unaudited)
Pro forma total revenue $ 62,944,870
Pro forma net income attributable to holders of ordinary shares 17,822,639
Pro forma net income per share:
- basic $ 0.01
- diluted $ 0.01
Weighted average shares used in calculation of pro forma net income per share:
- basic 2,092,089,848
- diluted 2,129,228,961

The pro forma results of operations give effect to certain adjustments, including amortization of acquired intangible assets with definite lives, associated with the acquisition.

Acquisition of Beijing Hutong, Guangzhou Piosan and Hengji Weiye

During 2005, the Company made three other acquisitions of companies in China to expand the Company’s portfolio of wireless value-added services in China. The Company acquired the entire equity interests of Beijing Hutong, Guangzhou Piosan and Hengji Weiye for a total cash consideration of $3,406,693, including transaction costs of $135,488. ~~Of the total consideration, an amount~~
~~payable of $135,065 and $11,152 was outstanding as of December 31, 2005 and 2006.~~ The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

Amortization
period
Aggregate purchase price allocation –Beijing Hutong, Guangzhou Piosan and Hengji Weiye:
Cash and cash equivalents $ 2,035,565
Prepaid expenses and other receivables 12,451
Acquired intangible assets:
Telecommunication wireless value-added licenses 113,062 4 – 4.25 years
Agreements with Telecom Operators 348,150 1.25 – 3 years
Business transaction codes 166,090 3 years
SMS platform 156,822 7 years
Goodwill (allocated to WVAS segment) 654,744 N/A
Property and equipment, net 105,424 3 – 5 years
Current liabilities (80,375 )
Non-current deferred tax liabilities (105,240 )

Total $ 3,406,693

Amortization
period
Aggregate purchase price allocation –Beijing Hutong, Guangzhou Piosan and Hengji Weiye:

Cash and cash equivalents
   $ 2,035,565
Prepaid expenses and other receivables
   12,451
Acquired intangible assets:

Telecommunication wireless value-added licenses
   113,062 4 – 4.25 years
Agreements with Telecom Operators
   348,150 1.25 –3 years
Business transaction codes
   166,090 3 years
SMS platform
   156,822 7 years
Goodwill
   654,744 N/A
Property and equipment, net
   105,424 3 – 5 years
Current liabilities
   (80,375 )
Non-current deferred tax liabilities
   (105,240 )

Total
   $ 3,406,693

F-20

The following unaudited pro forma information summarizes the results of operations for the ~~years~~year ended December 31, 2005 ~~and 2004~~assuming the acquisitions of ~~the Company,~~ Beijing Hutong, Guangzhou Piosan and Hengji ~~Weiye. It has been prepared on the assumption that the acquisitions~~Weiye had occurred as of January 1, ~~2004.~~2005. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the ~~acquisition~~acquisitions been completed at the beginning of the ~~periods indicated,~~period, nor is it indicative of future operating results:

   Year ended December 31,
   2005    2004
   (unaudited)    (unaudited)
Pro forma revenue
   $ 63,051,933    $ 54,540,376
Pro forma income attributable to holders of ordinary shares
   18,269,399    16,497,221
Pro forma income per share:

- basic
   $ 0.01    $ 0.01
- diluted
   $ 0.01    $ 0.01
Shares used in calculation of pro forma net income per share:

- basic
   2,092,089,848    1,208,512,142
- diluted
   2,129,228,961    1,572,887,775

Year ended
December 31, 2005
(unaudited)
Pro forma revenue $ 63,051,933
Pro forma net income attributable to holders of ordinary shares 18,269,399
Pro forma net income per share:
- basic $ 0.01
- diluted $ 0.01
Weighted average shares used in calculation of pro forma net income per share:
- basic 2,092,089,848
- diluted 2,129,228,961

The pro forma results of operations give effect to certain adjustments, including amortization of acquired intangible assets with definite lives, associated with the acquisition.
~~(c) 2004 acquisitions~~

4. DISCONTINUED OPERATIONS

In 2007, the Company signed an agreement to sell its software and systems integration (“SSI”) business unit, Hurray! Times, to a subsidiary of Taiwan Mobile, a shareholder of Hurray!. With this sale the Company was able to focus on its music and other entertainment services. The ~~Company acquired certain assets~~business was disposed on August 1, 2007, when the acquiring company took over the management and risks of Beijing Palmsky, a wireless interactive entertainment, media and community value-added services provider, in exchange for cash of $529,623 and 10,672,000 ordinary shares having a value of $1,502,467 and, separately, allthis business. The consideration of the ~~equity interests~~sale is approximately $4.8 million. Of the total consideration, $1.4 million is contingent upon the receipt of ~~Beijing Enterprise, providers~~accounts receivable of ~~wireless interactive entertainment, media~~SSI business as of August 1, 2008. By the end of April 2008, the Company received a total of $4,283,338. In addition, the Company is entitled to further payments if the performance of the business sold exceeds specified profit targets in 2007, 2008 and ~~community value-added services, in exchange~~2009. As the SSI business did not achieve the specified profit target for ~~$12,421,091 cash and 42,688,780 ordinary shares having a value of $6,000,000. Following an amendment to the acquisition agreement~~2007, no additional consideration was receivable in respect of ~~Beijing Enterprise dated November 4, 2004~~that year.

Gains from disposal of the SSI segment are adjusted based on the payment contingent upon the collections of trade receivables and future performance. At December 31, 2007, approximately 53% of trade receivables for SSI business as of August 1, 2007 had been collected.

A summary of the financial information for the discontinued operations as of August 1, 2007 is set out below:

August 1,
2007
Unaudited
(in U.S. dollars)

Current assets of discontinued operations

Cash $ 771,746
Accounts receivable, net of allowance 1,868,593
Prepaid expenses and other current assets 18,942
Amount due from related parties 4,918,631
Inventories 1,397

$ 7,579,309

Non-current assets of discontinued operations:

Property and equipment, net 49,842
Rental deposits 462

$ 50,304

Current liabilities of discontinued operations

Accounts payable 270,843
Accrued expenses and other current liabilities 605,739
Dividend payable 3,002,588

$ 3,879,170

F-21

Year ended December 31,
As at August 1, 2007 2006 2005
(in U.S. dollars)
Revenues $ 227,391 $ 1,177,053 $ 6,312,363
Operating (loss) income (643,151 ) (1,173,424 ) 3,470,108
Income taxes 178 (83,650 ) 70,546

Net (loss) income from discontinued operations, net of tax (612,170 ) (836,448 ) 4,097,608
Gain from disposal of SSI segment 192,943 — —

Total net (loss) income from discontinued operations $ (419,227 ) $ (836,448 ) $ 4,097,608

5. IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS

In the second quarter of 2007, the mobile operators introduced various new policies that adversely impacted the Company’s wireless value-added business and introduced further uncertainties in the Company’s operating environment. By September 30, 2007, the market capitalization of Hurray! was lower than the Company’s net book value, which was an indicator of impairment. At that date the Company ~~repurchased~~tested the carrying value of goodwill and ~~retired all~~acquired intangible assets and recorded a goodwill impairment charge of $9.6 million and an impairment of acquired intangible assets of $575,205. In view of the ~~42,688,780 ordinary shares issued for $4,500,000. The repurchase reduced~~further decline of Hurray’s market capitalization at December 31, 2007 and continued difficult operating conditions, the ~~purchase price and goodwill by $1,500,000. The aggregate purchase price of these acquisitions of $19,151,828 consisted of the following:~~

Total purchase price:

Cash consideration
   $ 17,450,714
Value of the ordinary shares issued
   1,502,467
Transaction costs
   198,647

   $ 19,151,828



Amortization
period
Aggregate purchase price allocation –Beijing Palmsky and Beijing Enterprise:

Cash and cash equivalents
   $ 921,914
Accounts receivable
   489,883
Other current assets
   461,629
Acquired intangible assets:

Software
   245,000 1 to 5 years
Software content technology
   19,000 3 months
Telecommunication value-added service licenses
   59,000 3.5 - 4.5 years
In-process technology
   36,000 —
Non-compete agreements
   58,000 2 years
Customer base
   623,000 1 year
Network service agreement
   15,000 1 year
Goodwill
   16,461,761 N/A
Property and equipment, net
   178,381 3 – 5 years
Current liabilities
   (416,740 )

Total
   $ 19,151,828

~~The~~ Company recorded aan additional goodwill impairment charge of ~~$36,000 at~~$29.2 million and a further impairment of acquired intangible assets of $1,905,048. The impairment charges of acquired intangibles are included in product development, selling and marketing and general and administrative of $88,838, $1,791,833 and $599,582, respectively. The valuation of goodwill and other intangible assets was performed using a combination of a market value approach (with comparisons to selected publicly traded companies operating in the ~~date of acquisition~~same industry) and an income approach (discounted cash flows). Any continued adverse changes in ~~accordance with FASB Interpretation No. 4, “Applicability of FASB Statement No. 2~~the mobile operators’ policies or in the competitive environment could lead to Business Combinations Accounted for by the Purchase Method”, for purchased in-process technology related to a development project that had not reached technological feasibility, had no alternative future use, and for which successful development was uncertain.
~~4. ACCOUNTS RECEIVABLE~~
~~Accounts receivable consist of:~~

   December 31,
   2006    2005
Billed receivables
   $ 12,060,836    $ 16,457,248
Unbilled receivables
   1,388,583    1,631,815

   $ 13,449,419    $ 18,089,063

Unbilled receivables represent amounts earned under software and system integration service contracts in progress but not billable at the respective balance sheet dates. These amounts become billable according to the contract terms, which usually consider the passage of time or completion of the projects. The Company anticipates that substantially all of such unbilled amounts will be billed within twelve months of the balance sheet date.
~~Movement of allowance for doubtful accounts~~

   Year ended December 31,
   2006    2005 2004
Balance at beginning of the period
   $ 15,167    $ 12,384 —
Provisions
   269,235    15,167 12,384
Reversed
   —      (12,384 ) —

Balance at the end of the period
   $ 284,402    $ 15,167 $ 12,384

5.additional impairment charges.

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of:

   December 31,
   2006    2005
Staff advances and other receivables
   $ 793,660    $ 986,881
Advances to suppliers
   1,231,258    562,403
Prepaid expenses
   426,352    183,709
Prepaid artist costs
   249,434    126,006

   $ 2,700,704    $ 1,858,999

6.

December 31,
2007 2006
Staff advances and other receivables $ 690,005 $ 793,660
Advances to suppliers 1,042,427 1,231,258
Prepaid expenses 632,893 426,352
Prepaid artist costs 754,725 249,434

$ 3,120,050 $ 2,700,704

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of:

   December 31,
   2006 2005
Furniture and office equipment
   $ 2,755,139 $ 2,777,529
Motor vehicles
   217,839 194,372
Telecommunication equipment
   3,965,885 3,584,699
Leasehold improvements
   1,048,292 488,485

   7,987,155 7,045,085
Less: accumulated depreciation and amortization
   (6,032,954 ) (4,508,736 )

   $ 1,954,201 $ 2,536,349

December 31,
2007 2006
Furniture and office equipment $ 2,924,803 $ 2,755,139
Motor vehicles 244,813 217,839
Telecommunications equipment 4,500,285 3,965,885
Leasehold improvements 1,132,946 1,048,292

8,802,847 7,987,155

Less: accumulated depreciation and amortization (7,166,758 ) (6,032,954 )

$ 1,636,089 $ 1,954,201

Depreciation expense for the years ended December 31, 2007 and 2006 was $1,269,203 and ~~2005 was~~ $1,580,005, ~~and $1,461,215,~~ respectively.

7.F-22

8. ACQUIRED INTANGIBLE ASSETS, NET

December 31, 2007
Gross carrying Accumulated Intangible assets Net carrying
amount amortization impairment amount
WVAS Segment:

Amortizable intangible assets

WVAS licenses $ 482,551 $ 332,564 $ 52,010 $ 97,977
Customer agreements with Telecom Operators 2,666,773 705,785 1,840,399 120,589
Non-compete agreement 925,344 323,870 566,648 34,826
Business transaction codes 184,246 138,185 — 46,061
Platform 443,343 280,399 36,828 126,116
Software 89,107 36,678 — 52,429
Trademarks 163,135 — — 163,135

4,954,499 1,817,481 2,495,885 641,133

Recorded Music Segment:

Amortizable intangible assets

Artist contracts 3,172,460 1,027,576 — 2,144,884
Producing cost 1,418,847 853,993 — 564,854
Copyrights 616,744 348,738 — 268,006
Exclusive WVAS agreements 584,872 16,986 — 567,886
Exclusive copyright agreements 12,543 8,362 — 4,181
Non-compete agreement 135,506 652 — 134,854
Software 6,018 1,739 — 4,279
Trademarks 694,826 53,983 — 640,843

6,641,816 2,312,029 — 4,329,787

$ 11,596,315 $ 4,129,510 $ 2,495,885 $ 4,970,920

December 31, 2006
Gross carrying Accumulated Net carrying
amount amortization amount
WVAS Segment:

Amortizable intangible assets

WVAS licenses $ 427,567 $ 216,716 $ 210,851
Customer agreements with Telecom Operators 918,473 508,042 410,431
Non-compete agreement 864,419 129,663 734,756
Business transaction codes 172,115 71,715 100,400
Platform 414,153 154,841 259,312
Software 84,003 17,894 66,109
Trademarks 152,394 7,620 144,774
Game content 79,398 79,398 —

3,112,522 1,185,889 1,926,633

   December 31, 2006
   Gross carrying
amount    Accumulated
amortization    Net carrying
amount
WVAS Segment:

Amortizable intangible assets

WVAS licenses
   $ 427,567    $ 216,716    $ 210,851
Customer agreements with Telecom Operators
   918,473    508,042    410,431
Non-compete agreement
   864,419    129,663    734,756
Business transaction codes
   172,115    71,715    100,400
Platform
   414,153    154,841    259,312
Software
   84,003    17,894    66,109
Trademarks
   152,394    7,620    144,774
Game content
   79,398    79,398    —

   3,112,522    1,185,889    1,926,633

Recorded Music Segment:

Amortizable intangible assets

Artist contracts
   2,427,310    431,321    1,995,989
Copyrights
   1,071,861    323,924    747,937
Exclusive VAS agreements
   584,872    8,493    576,379
Exclusive copyright agreements
   12,543    4,181    8,362
VAS contracts
   249,845    249,845    —
Non-compete agreement
   131,257    6,563    124,694
Trademarks
   670,182    26,993    643,189

   5,147,870    1,051,320    4,096,550

   $ 8,260,392    $ 2,237,209    $ 6,023,183

F-23

   December 31, 2005
   Gross carrying
amount    Accumulated
amortization    Net carrying
amount
WVAS Segment:

Amortizable intangible assets

WVAS licenses
   $ 426,887    $ 142,190    $ 284,697
Customer agreements with Telecom Operators
   425,364    140,831    284,533
Business transaction codes
   166,539    13,878    152,661
Platform
   857,023    502,455    354,568
Customer base
   638,424    638,424    —

   2,514,237    1,437,778    1,076,459

Recorded Music Segment:

Amortizable intangible assets

Artist contracts
   1,020,420    —      1,020,420
Trademarks
   454,250    —      454,250
Exclusive VAS agreements
   542,408    —      542,408
Non-compete agreement
   131,257    —      131,257
Copyrights
   86,767    —      86,767

   2,235,102    —      2,235,102

   $ 4,749,339    $ 1,437,778    $ 3,311,561

~~For the years ended December 31, 2006 and 2005, there were no intangible assets recorded for the software and system integration segment.~~

December 31, 2006
Gross carrying Accumulated Net carrying
amount amortization amount

Recorded Music Segment:

Amortizable intangible assets

Artist contracts 2,427,310 431,321 1,995,989
Copyrights 1,071,861 323,924 747,937
Exclusive WVAS agreements 584,872 8,493 576,379
Exclusive copyright agreements 12,543 4,181 8,362
WVAS contracts 249,845 249,845 —
Non-compete agreement 131,257 6,563 124,694
Trademarks 670,182 26,993 643,189

5,147,870 1,051,320 4,096,550

$ 8,260,392 $ 2,237,209 $ 6,023,183

Assuming no subsequent impairment of the identified intangible assets recorded as of December 31, ~~2006,~~2007, amortization expenses for the net carrying amount of intangible assets is expected to be as follows in future ~~years:~~

2007
   $ 1,610,148
2008
   1,099,358
2009
   909,150
2010
   707,771
2011 and later
   1,696,756

   $ 6,023,183

8.years. If the Company acquires additional intangible assets in the future, the operating expenses or cost of revenue will be increased by the amortization of those assets.

2008 $ 1,771,947
2009 818,092
2010 621,864
2011 257,898
2012 and later 1,501,119

$ 4,970,920

9. GOODWILL

   Year ended December 31,
   WVAS    Recorded Music    Total
Balance as of January 1, 2005
   $ 20,411,784    $ —      $ 20,411,784
Effect of exchange rate changes
   470,976    —      470,976
Goodwill arising from acquisitions during the year
   654,744    2,331,239    2,985,983

Balance as of December 31, 2005
   21,537,504    2,331,239    23,868,743
Effect of exchange rate changes
   1,045,599    —      1,045,599
Goodwill arising from acquisitions during the year
   12,168,190    2,538,962    14,707,152

Balance as of December 31, 2006
   $ 34,751,293    $ 4,870,201    $ 39,621,494

9.

Year ended December 31,
WVAS Recorded Music Total
Balance as of January 1,2006 $ 21,537,504 $ 2,331,239 $ 23,868,743

Effect of exchange rate changes 1,045,599 — 1,045,599
Goodwill arising from acquisitions during the year 12,168,190 2,538,962 14,707,152

Balance as of December 31, 2006 34,751,293 4,870,201 39,621,494

Effect of exchange rate changes 2,389,916 — 2,389,916
Goodwill arising from acquisitions during the year 2,134,375 253,705 2,388,080
Goodwill impairment (38,778,584 ) — (38,778,584 )

Balance as of December 31, 2007 $ 497,000 $ 5,123,906 $ 5,620,906

In 2007, the Company recorded $38.8 million of goodwill impairment due to the further decline of Hurray’s market capitalization and difficult operating conditions (see footnote 5).

10. SHORT-TERM BORROWINGS
At December 31, 2005, Hurray! Times and Beijing Network have provided guarantees for bank credit facilities totaling $24,782,534 (RMB200 million) for Hurray! Solutions to satisfy its ongoing business requirements. There were no bank credit facilities in 2006.

Interest expense and the average interest rate for 2007, 2006 and 2005 were $179,062, and ~~2004 were~~3.875%, $44,765 and 3.875%, and $27,312 and 4.87%~~, and $312,440 and 5.84%~~, respectively. Interest expense in 2007 and 2006 represents the imputed interest on the amount payable on the balance owed for the acquisition of Shanghai Magma.

~~10.~~F-24

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of:

   December 31,
   2006    2005
Accrued payroll
   $ 528,843    $ 562,773
Value-added tax payable
   376,115    482,217
Other accrued expenses
   1,108,437    1,178,252
Accrued welfare benefits
   97,720    104,769
Business tax payable
   411,660    287,481
Other taxes payable
   90,538    594,740

   $ 2,613,313    $ 3,210,232

~~11.~~

December 31,
2007 2006
Accrued payroll $ 406,608 $ 528,843
Value-added tax payable 177,556 376,115
Other accrued expenses 1,231,384 1,108,437
Accrued welfare benefits 119,957 97,720
Business tax payable 857,062 411,660
Other taxes payable 113,833 90,538

$ 2,906,400 $ 2,613,313

12. RELATED PARTY TRANSACTIONS AND BALANCES

As part of the acquisition agreements for the purchase of the equity interests in Huayi Brothers Music and Freeland Music and New Run, the Company agreed to use the existing distribution and CD manufacturing operations, where appropriate, owned by the ~~minority~~other shareholders, or their related parties, of these companies. In addition these parties may use the music or artists of these companies and make royalty and other payments to Huayi Brothers Music, Freeland Music or ~~Freeland Music.~~New Run. These agreements are for duration of one year but may be extended by the mutual ~~agreements~~agreement of both parties. During 2007 and 2006 the Company ~~received income~~recognized revenues of $645,134 and $449,638, respectively, and ~~made payments~~had expenses of $96,725 and $28,256, respectively, under these agreements. In 2006 prior to the acquisition of the interest in New Run, Huayi Brothers Music acquired copyrights from that company amounting to $175,783. At December 31, 2007 and 2006, the amounts payable to and receivable from related parties represent the outstanding amounts arising from such transactions. ~~As of December 31, 2005, the amount was due to a minority shareholder, Beijing Huayi Brothers Advertising Co., Ltd, and was non-interest bearing, unsecured and repayable on demand.~~

In addition to the above transactions, during 2006 Huayi Brothers Music made short-term loans totaling $2,288,592 to its minority shareholders and their related parties generating interest income of $17,355. All loans were repaid in 2006.
~~12.~~

13. INCOME TAXES

Hurray! is a tax-exempted company incorporated in the Cayman Islands. ~~The subsidiaries incorporated in the PRC are governed by~~Up until December 31, 2007, pursuant to the Income Tax Law of the PRC Concerning Foreign Investment and Foreign Enterprises and ~~various local income tax laws~~Tentative Regulations of the PRC on Enterprise Income Tax (the “Income Tax Laws”)~~. Pursuant to the PRC Income Tax Laws,~~, Hurray’s PRC subsidiaries and ~~variable-interest entities (“VIES”) are~~VIEs were generally subject to Enterprise Income Tax at a statutory rate of 33%~~, which comprises a 30% national income tax and a 3% local income tax.~~. Some of these subsidiaries and VIEs are qualified as high technology enterprises and under ~~PRC~~ Income Tax Laws, they are subject to a preferential tax rate of 15%. In addition, some of Hurray’s subsidiaries are ~~Foreign Invested Enterprises (“FIEs”)~~new-technology enterprises located in Beijing new-technology development zone and under PRC Income Tax Laws, they are entitled to either a three-year tax exemption followed by three years with a 50% reduction in tax rate, commencing the first operating ~~year, or a two-year tax exemption followed by three years with a 50% reduction in~~year. During 2007, the newly acquired companies, Saiyu and Henan Yinshan enjoyed reduced taxable income which is calculated based on 10% of the revenue and subject to an income tax rate ~~commencing the first profitable year.~~ of 33%.

These preferential tax arrangements will expire at various dates between 2006 and 2010. ~~Due to these preferential tax treatments and cumulative tax loss carryforwards, the Company was not subject to any current income tax expense in 2004.~~ In 2005 and 2006 a number of VIEs became subject to a higher tax rate as tax exemptions expired or were reduced. The aggregate dollar and per share effect of the tax holidays in 2007, 2006 and 2005 ~~and 2004~~ were $1,904,064, $2,218,713 and $5,627,575 and ~~$4,396,192~~$0.0009, $0.0010 and ~~$0.0010,~~ $0.0027 ~~and $0.0036~~ per share, respectively.

In March 2007, the National People’s Congress of China enacted a new Enterprise Income Tax Law, or the New EIT Law, which became effective on January 1, 2008. In addition, the Implementation Rules of the New Enterprise Income Tax Law, or the Implementation Rules were promulgated by the PRC State Council on December 6, 2007 and the Notice on Implementation of Transitional Arrangements for Preferential Policies of Enterprise Income Tax, or the Transitional Arrangements Notice, was promulgated by the PRC State Council on December 26, 2007. Under the New EIT system, a unified enterprise income tax rate of 25% and unified tax deduction standards will be applied equally to both domestic-invested enterprises and foreign-invested enterprises. Enterprises established prior to March 16, 2007 eligible for a preferential tax rate of 15% according to the effective PRC Enterprise Income tax law for Foreign-Invested Enterprise and Foreign Enterprise tax laws and administrative regulations shall be subject to transitional rules as stipulated in the Transitional Arrangements Notice. In addition, certain qualified high and new technology enterprises strongly supported by the state may still benefit from a preferential tax rate of 15% under the New EIT Law if they meet the definition of “qualified high and new technology enterprise” strongly supported by the state set out in the Implementation Rules which refers to companies hold independent ownership of core intellectual properties and simultaneously meet a list of other criteria as stipulated. As a result, if our PRC subsidiaries and VIEs qualify as qualified high and new technology enterprises strongly supported by the state under the new EIT Law, they will continue to benefit from a preferential tax rate of 15%. Otherwise, the applicable tax rate of our PRC subsidiaries may be subject to PRC income tax at a rate of 25% starting from 2008 under the New EIT system. Hurray! has used the new standard rates for calculation of deferred taxes until the necessary approvals are obtained.

F-25

Provision for income taxes consists of:

   Year ended December 31,
   2006 2005
Current
   $ 685,597 $ 286,372
Deferred
   (564,267 ) 106,974

   $ 121,330 $ 393,346

Year ended December 31,
2007 2006 2005
Current $ 576,774 $ 685,597 $ 286,372
Deferred (759,144 ) (480,617 ) 36,428

$ (182,370 ) $ 204,980 $ 322,800

The principal components of the deferred tax assets are as follows:

   December 31,
   2006 2005
Deferred tax assets:

Cost and expenses accruals
   $ 295,755 $ —

Current deferred tax assets
   $ 295,755 $ —

Depreciation and amortization
   $ 203,149 $ 139,829
Net operating loss carry forwards
   614,919 431,361
Less: Valuation allowance
   (447,287 ) (431,361 )

Non-current deferred tax assets
   $ 370,781 $ 139,829

Deferred tax liabilities:

Revenue recognition
   (344,802 ) (248,455 )

Current deferred tax liabilities
   $ (344,802 ) $ (248,455 )

Intangible assets
   $ (850,734 ) $ (842,824 )

Non-current deferred tax liabilities
   $ (850,734 ) $ (842,824 )

December 31,
2007 2006
Deferred tax assets:
Cost and expenses accruals $ 748,049 $ 295,755

Current deferred tax assets $ 748,049 $ 295,755

Depreciation and amortization $ 347,877 $ 203,149
Net operating loss carry forwards 1,051,308 614,919
Less: valuation allowance (749,094 ) (447,287 )

Non-current deferred tax assets $ 650,091 $ 370,781

Deferred tax liabilities:
Revenue recognition $ (416,835 ) $ (344,802 )

Current deferred tax liabilities $ (416,835 ) $ (344,802 )

Intangible assets $ (844,610 ) $ (850,734 )

Non-current deferred tax liabilities $ (844,610 ) $ (850,734 )

A reconciliation between statutory income tax rate and the Company’s effective tax rate is as follows:

   Year Ended December 31,
   2006 2005 2004
Statutory tax rate
   33.0 % 33.0 % 33.0 %
Effect of tax holidays
   (34.2 )% (29.6 )% (25.5 )%
Non-deductible expenses
   11.9 % 9.0 % 0.1 %
Non-taxable income
   (9.0 )% (9.0 )% (9.3 )%
Change in valuation allowance
   0.2 % (1.3 )% 1.7 %

Effective tax rate
   1.9 % 2.1 % —

Year Ended December 31,
2007 2006 2005
Statutory tax rate 33.0 % 33.0 % 33.0 %
Effect of tax holidays 0.3 % (34.2 )% (29.6 )%
Non-deductible expenses (38.3 %) 11.9 % 9.0 %
Non-taxable income 45.0 % (9.0 )% (9.0 )%
Change in enterprise income tax rate (8.6 %) — —
Change in valuation allowance (13.8 %) 0.2 % (1.3 )%
Impairment loss on intangibles (9.2 %) — —

Effective tax rate 8.4 % 1.9 % 2.1 %

At December 31, ~~2006,~~2007, tax loss carry forwards amounted to approximately ~~$3.7~~$4.2 million, which will expire by ~~2011.~~2012. A valuation allowance of ~~$447,287~~$749,094 and ~~$431,361~~$447,287 has been established as of December 31, 2007 and 2006, ~~and 2005~~respectively, in respect of certain deferred tax assets ~~respectively,~~ as it is considered more likely than not that the relevant deferred tax asset will not be realized in the foreseeable future.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. The Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not result in a cumulative adjustment on January 1, 2007 and had no significant impact on the Company’s accounting for income taxes for the year ended December 31, 2007. The Company did not incur any interest or penalties related to potential underpaid income tax expenses, and also does not expect to have a significant increase or decrease on the unrecognized tax benefits within 12 months from December 31, 2007.

~~13.~~F-26

Under the new Enterprise Income Tax law effective on January 1, 2008, the rules for determining whether an entity is resident in the PRC for tax purposes have changed and the determination of residence depends amongst other things on the “place of actual management”. If the Company, or its non-PRC subsidiaries, were to be determined to be a PRC resident for tax purposes, it or they, would be subject to tax in the PRC on its worldwide income including the income arising in jurisdictions outside the PRC. The Company has evaluated its resident status under the new law and related guidance and believes it would not be an income tax resident of PRC.

As the Company would be non-resident for PRC tax purposes, dividends paid to it out of profits earned after January 1, 2008 from its PRC subsidiaries would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10%.

Aggregate undistributed earnings of the Company’s subsidiaries, VIE’s and its VIEs’ subsidiaries located in the PRC that are available for distribution to the Company at December 31, 2007 are considered to be indefinitely reinvested under APB opinion No. 23, “Accounting for Income Taxes – Special Areas,” and accordingly, no provision has been made for the Chinese dividend withholding taxes that would be payable upon the distribution of those amounts to the Company. The Chinese tax authorities have also clarified that distributions made out of retained earnings accumulated prior to January 1, 2008 are not subject to the withholding tax.

14. SHAREHOLDERS’ EQUITY
~~Ordinary Shares~~
On July 9, 2004, shareholders of Hurray! approved a 20-for-1 stock split of Hurray’s ordinary shares and an increase of 2,840,000,000 ordinary shares authorized for issuance, with immediate effect. The ordinary share split and increase in authorized ordinary share capital have been retroactively applied to all periods presented.

On February 8, 2005, Hurray! completed an initial public offering of 6,880,000 ADSs, with each ADS representing 100 ordinary shares, at $10.25 per ADS to the public, of which 6,624,339 ADSs were issued by Hurray! and 255,661 ADSs were offered by existing shareholders. Total proceeds, net of direct offering expenses, of approximately $59.4 million were received by Hurray! as a result of the initial public offering.

On October 1, 2006, Hurray! issued 89,552 ADSs, represented by 8,955,200 ordinary shares, at a price of $6.03 per ADS, to former shareholders of Shanghai Magma pursuant to the amended purchase agreements.
~~Preference Shares~~

In 2003, Hurray! issued 12,347,966 Series A convertible preference shares and warrants to purchase 8,786,077 Series A convertible preference shares for cash proceeds of $8,000,000. The accounting treatment required a beneficial conversion feature on the Series A convertible preference shares to be calculated. The proceeds received in the Series A offerings were first allocated between the convertible instrument and the warrants on a relative fair value basis. A calculation was then performed to determine the difference between the effective conversion price and the fair market value of the ordinary shares at the commitment date resulting in the recognition of deemed dividends on Series A convertible preference shares of $153,250. The deemed dividends were amortized from the commitment date to the earliest conversion date of March 31, 2004. Amortization of the deemed dividends was $39,917 for 2004.
On$8,000,000.On April 30, 2004, pursuant to the Series A convertible preference share agreement, Hurray! exercised its clawback rights to repurchase and retire 1,122,546 shares of Series A convertible preference shares at $0.001 per share.
The remaining 16,924,497 shares of Series A convertible preference shares were automatically converted into ordinary shares upon Hurray!’s initial public offering on February 8, 2005 on a one-to-one basis.
~~Share Repurchase~~

In February 2006, the Board of Directors (“Board”) of Hurray! approved a stock repurchase program whereby Hurray! may repurchase up to $15.0 million of its issued and outstanding ADSs in open-market transactions. ~~The timing and dollar amount of repurchase transactions will be determined by the Board depending on market conditions and will be subject to regulatory requirements.~~ Under this program, in 2006, Hurray! purchased and cancelled 792,600 ADSs, equivalent to 79,260,000 ordinary shares, at an average cost of $6.35 per ADS for a total consideration of $5,034,748.
~~14.~~

15. STOCK PLANS

Stock option
~~Hurray’s~~

Hurray!’s 2002, 2003 and 2004 stock option plans (the “Plans”) allow the Company to offer incentive awards to employees, directors, consultants or external service advisors of the Company. ~~As of December 31, 2006, 78,558,440 ordinary shares were available for future grants.~~
Under the terms of the Plans, options are generally granted at prices equal to or greater than the fair market value ~~and~~on the grant date, expire 10 years from the date of grant, and generally vest over 3-4 years. ~~There~~

Stock options under these plans were ~~81,506,600 and 99,573,700 options outstanding as of December 31, 2006 and 2005, respectively.~~
all granted prior to 2006. On December 20, 2005, ~~Hurray’s~~Hurray!’s Board approved a plan to accelerate vesting of all outstanding stock options awarded under ~~Hurray’s~~Hurray!’s stock option plans that would otherwise be unvested on December 31, 2005. As a result, the Company recorded compensation expense of $16,804 in 2005, which ~~represents~~includes the intrinsic value measured at the acceleration date in excess of the original intrinsic value, which is zero, on date of grant for the estimated number of ~~option~~options that, absent the modification, would ~~have expired unexercisable.~~
be unvested on December 31, 2005. As a result of the Board’s action, unvested stock options for approximately 40,021,000 ordinary shares became exercisable effective on January 1, 2006. The exercise prices of the affected stock options range from $0.0705 to $0.1405 per share. The acceleration of vesting did not change the exercise prices or other terms of the options. In

F-27

There were 75,266,200 and 81,506,600 options outstanding as of December 31, 2007 and 2006, ~~Hurray! did not issue any~~respectively. No stock ~~options.~~
options have been granted since January 1, 2006. As of December 31, 2007, 63,712,340 ordinary shares were available for future grants.

Prior to ~~Hurray’s~~Hurray!’s initial public offering, the Company obtained, subsequent to the dates of grant, a valuation analysis performed by an independent appraiser to determine the fair market value of the ~~Hurray’s~~Hurray!’s ordinary shares. The valuation analysis utilizes generally accepted valuation methodologies such as the income and market approach and discounted cash flow approach to value the Company’s business. For grants subsequent to the initial public offering, the Company uses NASDAQ market values to determine fair market value. ~~The~~Other than the stock-based compensation expenses recognized for the vesting acceleration on December 31, 2005, the Company ~~has~~did not ~~recognized a~~recognize any compensation ~~expense in the consolidated financial statements~~expenses for employee options under APB 25 since the exercise prices were equal to or greater than the fair market values at the ~~dates~~date of ~~grant.~~
grant..” Under SFAS 123(R), no expenses has incurred since all the options were fully vested as of January 1, 2006.

A summary of the stock option activity is as follows:

   Ordinary shares

Number of
options

Weighted
average
exercise price
Options outstanding at January 1, 2004
   96,064,000 $ 0.047
Granted
   65,498,000 $ 0.120
Cancelled
   (10,187,780 ) $ 0.096

Options outstanding at December 31, 2004
   151,374,220 $ 0.075
Granted
   16,228,000 $ 0.102
Exercised
   (42,158,500 ) $ 0.035
Cancelled
   (25,870,020 ) $ 0.110

Options outstanding at December 31, 2005
   99,573,700 $ 0.088
Exercised
   (2,582,200 ) $ 0.037
Cancelled
   (15,484,900 ) $ 0.109

Options outstanding at December 31, 2006
   81,506,600 $ 0.085

~~The weighted average per-share fair value of options as of the grant dates was as follows:~~

   Year ended December 31,
   2006    2005    2004
Ordinary shares
   $ —      $ 0.01    $ 0.015

Ordinary shares
Weighted
Number of average
options exercise price
Options outstanding at January 1, 2005 151,374,220 $ 0.075
Granted 16,228,000 $ 0.102
Exercised (42,158,500 ) $ 0.035
Cancelled (25,870,020 ) $ 0.110

Options outstanding at December 31, 2005 99,573,700 $ 0.088
Exercised (2,582,200 ) $ 0.037
Cancelled (15,484,900 ) $ 0.109

Options outstanding at December 31, 2006 81,506,600 $ 0.085

Exercised (653,400 ) $ 0.027
Cancelled (5,587,000 ) $ 0.106

Options outstanding at December 31, 2007 75,266,200 $ 0.084

The following table summarizes information with respect to stock options outstanding at December 31, ~~2006:~~
2007:

Options outstanding Options exercisable
Weighted average Weighted Aggregated Weighted Aggregated
Number remaining average Intrinsic Number average intrinsic
Exercise Prices outstanding contractual life exercise price value exercisable exercise price value

Ordinary shares:
$0.0250 11,872,100 4.75 $ 0.03 $ 296,803 11,872,100 $ 0.03 $ 296,803
$0.0705 27,626,100 5.5 $ 0.07 $ 1,947,640 27,626,100 $ 0.07 $ 1,947,640
$0.1170 28,182,000 6 $ 0.12 $ 3,297,294 28,182,000 $ 0.12 $ 3,297,294
$0.1405 700,000 6.25 $ 0.14 $ 98,350 700,000 $ 0.14 $ 98,350
$0.1025 6,886,000 7 $ 0.10 $ 705,815 6,886,000 $ 0.10 $ 705,815

Total 75,266,200 $ 6,345,902 75,266,200 $ 6,345,902

   Options outstanding    Options exercisable
Exercise Prices
   Number
outstanding    Weighted average remaining
contractual life    Weighted average
exercise price    Number
exercisable    Weighted average
exercise price
Ordinary shares:

            $0.0250
   12,496,100    5.75    $ 0.0250    12,496,100    $ 0.0250
            $0.0705
   28,724,500    6.50    $ 0.0705    28,724,500    $ 0.0705
            $0.1170
   30,484,000    7.00    $ 0.1170    30,484,000    $ 0.1170
            $0.1405
   1,284,000    7.25    $ 0.1405    1,284,000    $ 0.1405
            $0.1025
   8,518,000    8.00    $ 0.1025    8,518,000    $ 0.1025

               Total
   81,506,600          81,506,600

In January 2004, Hurray! granted 14,000,000 options to purchase ordinary shares to its external consultants in exchange for past services, which vested immediately. Hurray! recorded compensation expense of $210,488 in 2004, estimated on the basis of the Black-Scholes Option Pricing model with the following assumptions:F-28


~~Average risk free rate of return~~	~~1.29~~	%
~~Weighted average expected option life~~	~~9 months~~
~~Volatility rate~~	95	%
~~Dividend yield~~	0	%

In January 2005, Hurray! granted 1,000,000 options to purchase ordinary shares to its external consultants in exchange for past services, which vested immediately. The Company recorded compensation expense of $20,768 in 2005, ~~estimated~~based on the ~~basis~~fair value of each stock option estimated using the Black-Scholes Option Pricing model with the following ~~assumptions:~~
assumptions on the date of grant:


Average risk free rate of return		2.77	%
Weighted average expected option life	7 months
Volatility rate		65	%
Dividend yield		0	%

Stock-based compensation

The Company grants stock options to its employees and certain non-employees. ~~The~~For stock options vested prior to January 1, 2006 which represent all the options that have been granted by the Company under APB 25, the Company records compensation expense for employees for the excess of the fair value of the stock at the grant date or any other measurement date over the amount an employee must pay to acquire the stock. The compensation expense is recognized over the applicable service period, which is usually the vesting period. The Company accounts for stock-based awards to non-employees by recording compensation expense for the services rendered by the non-employees using their estimated fair values.

Had compensation cost for options granted to employees under Hurray!’s stock option plans been determined based on the fair values at the grant dates in accordance with SFAS123, the Company’s pro forma income for the year ended December 31, 2005 would have been as follows:

   Year ended December 31,
   2005 2004
Income attributable to ordinary shareholders as reported
   $ 18,618,732 $ 17,200,050
Add: Employee stock-based compensation as reported
   16,804 —
Less: Employee stock-based compensation determined using the fair value method
   (1,628,723 ) (689,087 )

Pro forma income attributable to ordinary shareholders
   $ 17,006,813 $ 16,510,963

Basic income per share:

As reported
   $ 0.01 $ 0.01
Pro forma
   $ 0.01 $ 0.01
Diluted income per share:

As reported
   $ 0.01 $ 0.01
Pro forma
   $ 0.01 $ 0.01

Net income, as reported $ 18,618,732
Add: Employee stock-based compensation as reported 16,804
Less: Employee stock-based compensation determined using the fair value method (1,628,723 )

Pro forma income attributable to ordinary shareholders $ 17,006,813

Basic income per share:
As reported $ 0.01
Pro forma $ 0.01

Diluted income per share:
As reported $ 0.01
Pro forma $ 0.01

There was no pro-forma information for 2006 since the Company adopted SFAS 123(R). The fair value of each option granted is estimated on the date of grant using the Black-Scholes Option Pricing model with the following assumptions ~~used~~ for grants during ~~the applicable period.~~

   Year ended December 31,
Option Grants
   2005 2004
Average risk-free rate of return
   3.27%-3.75 % 3.36%-3.45 %
Weighted average expected option life
   3.25 years 4 years
Volatility rate
   65 % 95 %
Dividend yield
   0 % 0 %
~~There were no options granted in 2006.~~
2005.


Option Grants	2005
Average risk-free rate of return		3.27% – 3.75	%
Weighted average expected option life		3.25 years
Volatility rate		65	%
Dividend yield		0	%

~~Restricted Shares~~Nonvested shares

In 2006, the Company granted restricted purchase share awards, in lieu of stock options, under ~~Hurray’s~~Hurray!’s 2004 Share Incentive Plan (the “2004 Plan”) to certain officers and senior management.

On February 7, 2006, Hurray! granted 33,000,000 ~~restricted~~nonvested shares to its employees pursuant to the 2004 Plan which resulted in stock-based compensation expense of $1.6 million to be recognized over the applicable vesting period. ~~These restricted~~The nonvested shares vest on an annual basis equally over three ~~years, 33.33% on each anniversary of the grant date.~~
years.

On June 20, 2006, Hurray! granted ~~second batch of~~ 7,500,000 ~~restricted~~nonvested shares to its employees which resulted in stock-based compensation expense of $0.3 million to be recognized over the applicable vesting period. ~~These restricted~~The nonvested shares vest on an annual basis equally over 3334 months.

F-29

~~The~~

On March 14, 2007, Hurray! granted 20,000,000 nonvested shares to its employees which resulted in stock-based compensation expense ~~was $543,557 in 2006.~~
~~15. WARRANTS~~
~~In conjunction with~~of $0.61 million to be recognized over the ~~Series A convertible preference share agreements,~~applicable vesting period. The nonvested shares vest on an annual basis equally over three years.

On November 23, 2007, Hurray! granted ~~warrants to purchase 5,699,077 Series A convertible preference~~19,500,000 nonvested shares to ~~a holder~~its employees which resulted in stock-based compensation expense of ~~such~~$0.36 million to be recognized over the applicable vesting period. The nonvested shares ~~(the “Fidelity Warrants”).~~ vest on an annual basis equally over three years.

A summary of nonvested shares’ activity is as follows:


	Nonvested shares
	Outstanding
Nonvested shares outstanding at January 1, 2006		—
Granted		40,500,000
Forfeited		(8,666,700	)
Vested		—

Nonvested shares outstanding at December 31, 2006		31,833,300
Granted		39,500,000
Forfeited		(10,400,200	)
Vested		(11,099,300	)

Nonvested shares outstanding at December 31, 2007		49,833,800

The ~~Fidelity Warrants had an exercise price of $0.70186~~following table summarizes information with respect to nonvested shares outstanding at December 31, 2007:

Nonvested shares outstanding
Number Aggregate intrinsic
outstanding value
Grant date
February 7, 2006 11,333,800 $ 859,102
June 20, 2006 4,000,000 $ 211,200
March 14, 2007 15,000,000 $ 750,000
November 23, 2007 19,500,000 $ 610,350

Total 49,833,800 $ 2,430,652

The weighted average fair value per share ~~and became exercisable~~of the nonvested shares awarded in 2007 was $0.05, calculated based on ~~March 31, 2004 or within 3 months after~~ the publication of 2003 audited financials. The Fidelity Warrants were not subject to any reduction or cancellation clause. On April 7, 2004, the holders of these warrants exercised them and purchased Series A convertible preference shares for a total purchase price of $3,999,955.
~~The~~ fair market value of the ~~warrants was approximately $2.3 million at the grant date, estimated~~underlying stock on the ~~basis~~respective grant dates.

The Company recorded share-based compensation expenses of $442,975 and $543,557 for the ~~Black-Scholes Pricing model with~~years ended December 31, 2007 and 2006, respectively. The amount of unvested stock-based compensation currently estimated to be expensed from 2008 through 2010 related to unvested share-based payment awards at December 31, 2007 is $1,289,931. This amount will be recognized as presented by the following ~~assumptions:~~
table.

2008 $ 762,981
2009 378,780
2010 148,170

$ 1,289,931

That cost is expected to be recognized over a weighted-average period of 2.15 years. To the extent the actual forfeiture rate is different from the Company’s original estimate, share-based compensation related to these awards may require to be adjusted.


~~Expected price volatility range~~	95	%
~~Risk-free interest rate~~	~~3.54~~	%
~~Expected dividend payment rate as a percentage of the stock price on the date of grant~~	0	%
~~Contractual life of the warrants~~	~~1 year~~

F-30

16. SEGMENT INFORMATION

Based on the criteria established by Statement of Financial Accounting Standards No. 131, “Disclosure about Segments of an Enterprise and Related Information”, the Company currently operates in ~~three~~two principal business segments: wireless value-added services (“WVAS”), and recorded ~~music and software and system integration (“SI”) services.~~music. The wireless value-added services are delivered through the 2.5G mobile networks, which comprise of Wireless Application Protocol (“WAP”) services, Multimedia Messaging Services (“MMS”), and Java™ services, and through 2G technology platforms, which comprise of Short Messaging Services (“SMS”), Interactive Voice Response services (“IVR”), and Color Ring Back Tones (“CRBT”). Recorded music services are delivered through the majority-controlled music companies the Company acquired at the end of 2005 and beginning of 2006 which contract with music artists and composers to perform and produce music. The software and system integration services include the design, development, licensing, hardware procurement, installation and after-sale support of the Company’s VASPro services provisioning and management software platform. Business segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company does not allocate any operating expenses or any assets, with the exception of newly acquired intangible assets and goodwill, to its business segments as management does not believe that allocating these expenses is useful in evaluating these segments’ performance. Also, no measures of assets by segment are reported and used by the chief operating decision maker. Hence, the ~~Group~~Company has not made disclosure of total assets by reportable segment.

Summarized information by business segment for the years ended December 31 2007, 2006 ~~2005~~ and ~~2004~~2005 is as follows:

   Year ended December 31,
   2006    2005    2004
Revenues

WVAS
   $ 62,512,483    $ 56,062,368    $ 43,173,307
Recorded Music
   6,203,418    —      —
Software and System Integration
   1,177,053    6,312,363    10,267,050

Total revenue
   $ 69,892,954    $ 62,374,731    $ 53,440,357

Cost of revenues

WVAS
   $ 40,672,113    $ 28,634,488    $ 18,053,243
Recorded Music
   3,553,144    —      —
Software and System Integration
   946,046    1,302,028    6,276,761

Total cost of revenues
   $ 45,171,303    $ 29,936,516    $ 24,330,004

Gross profit

WVAS
   $ 21,840,370    $ 27,427,880    $ 25,120,064
Recorded Music
   2,650,274    —      —
Software and System Integration
   231,007    5,010,335    3,990,289

Total gross profit
   $ 24,721,651    $ 32,438,215    $ 29,110,353

Year ended December 31,
2007 2006 2005
Revenues

WVAS $ 50,038,014 $ 62,512,483 $ 56,062,368
Recorded Music 10,488,613 6,203,418 —

Total revenue $ 60,526,627 $ 68,715,901 $ 56,062,368

Cost of revenues

WVAS $ 36,394,300 $ 40,672,113 $ 28,634,488
Recorded Music 6,232,728 3,553,144 —

Total cost of revenues $ 42,627,028 $ 44,225,257 $ 28,634,488

Gross profit

WVAS $ 13,643,714 $ 21,840,370 $ 27,427,880
Recorded Music 4,255,885 2,650,274 —

Total gross profit $ 17,899,599 $ 24,490,644 $ 27,427,880

Geographic Information

The Company operates in the PRC and all of the Company’s long-lived assets are located in the PRC.

17. NET (LOSS) INCOME PER SHARE

The following table sets forth the computation of basic and diluted net (loss) income per share:

Year ended December 31,
2007 2006 2005
Net (loss) income from continuing operations (numerator), basic and diluted $ (41,530,968 ) $ 6,640,393 $ 14,521,124
Net (loss) income from discontinued operations, net of tax (numerator), basic and diluted (419,227 ) (836,448 ) 4,097,608
Net (loss) income (numerator), basic and diluted $ (41,950,195 ) $ 5,803,945 $ 18,618,732

Weighted average shares (denominator):
Weighted average ordinary shares outstanding used in computing basic income per share 2,172,208,190 2,189,748,563 2,092,089,848
Dilutive effect of nonvested shares, stock options and warrants — 19,010,073 37,139,113

Weighted average ordinary shares outstanding used in computing diluted income per share 2,172,208,190 2,208,758,636 2,129,228,961

Net (loss) income from continuing operations per share, basic and diluted $ (0.02 ) $ 0.00 $ 0.01
Net (loss) income from discontinued operations per share, basic and diluted (0.00 ) (0.00 ) 0.00

Net (loss) income per share, basic and diluted $ (0.02 ) $ 0.00 $ 0.01

   Year ended December 31,
   2006    2005    2004
Income attributable to holders of ordinary shares (numerator), basic and diluted
   $ 5,803,945    $ 18,618,732    $ 17,200,050

Shares (denominator):

Weighted average ordinary shares outstanding used in computing basic income per share
   2,189,748,563    2,092,089,848    1,208,512,142
Dilutive effect of restricted shares, stock options and warrants
   19,010,073    37,139,113    364,375,633

Weighted average ordinary shares outstanding used in computing diluted income per share
   2,208,758,636    2,129,228,961    1,572,887,775

Income per share, basic
   $ 0.00    $ 0.01    $ 0.01

Income per share, diluted
   $ 0.00    $ 0.01    $ 0.01

F-31

Ordinary share equivalents are calculated using the treasury stock method. Under the treasury stock method, the proceeds from the assumed conversion of options, warrants and ~~warrants~~nonvested shares are used to repurchase outstanding ordinary shares using the average fair value for the period.

The Company had a weighted-average of 63,931,948, 71,626,000 ~~66,481,587~~ and ~~64,458,142~~66,481,587 ordinary share options outstanding during the years ended December 31, 2007, 2006 ~~2005~~ and ~~2004,~~2005, respectively, which were excluded in the computation of diluted income per share, as their effect would have been antidilutive, as their exercise prices were above the average market values in such periods.

18. CONCENTRATIONS

(a) Dependence on Telecom Operators

The revenues of the Company are substantially derived from network service agreements with China Mobile and China Unicom. These companies are entitled to a service and network fee for the transmission of wireless value-added services as well as for the billing and collection of services. If the contractual relationships with either company in the PRC are terminated or scaled-back, or if these companies alter the network service agreements in a way that is adverse to the Company, the Company’s wireless value-added service business would be adversely affected.

Revenues generated from the mobile phone customers through China Mobile and China Unicom ~~together with~~and as a percentage of total revenues ~~from software and system integration services provided to China Unicom,~~ were as follows:

   Year ended December 31,
   2006 2005 2004
   Revenues    % Revenues    % Revenues    %
China Unicom
   $ 21,144,096    30 % $ 42,557,321    68 % $ 43,896,424    82 %
China Mobile
   36,756,895    53 % 18,969,630    30 % 9,543,933    18 %

Year ended December 31,
2007 2006 2005
Revenues % Revenues % Revenues %
China Unicom $ 12,789,026 21 % $ 21,144,096 31 % $ 36,267,213 65 %
China Mobile 29,921,502 49 % 36,756,895 53 % 18,946,035 34 %

Accounts receivable due from the mobile phone customers through China Mobile and China Unicom ~~together with~~and as a percentage of total accounts receivables ~~from China Unicom under software and system integration contracts,~~ were as follows:

   December 31
   2006 2005

Accounts
receivable
   %
Accounts
receivable
   %
China Unicom
   $ 6,246,702    46 % $ 12,289,221    68 %
China Mobile
   5,493,069    41 % 5,278,674    29 %

December 31
2007 2006
Accounts Accounts
receivable % receivable %
China Unicom $ 5,289,178 36 % $ 6,246,702 46 %
China Mobile 4,699,399 32 % 5,493,069 41 %

(b) Credit risk

The Company depends on the billing systems of the Telecom Operators to charge the mobile phone customers through mobile phone bills and to collect payments from customers. The Company generally does not require collateral for its accounts receivable. The ~~Company has not experienced any significant credit losses~~movements of the allowance for ~~any periods presented.~~doubtful accounts were as follows:

Movement of allowance for doubtful accounts

Year ended December 31,
2007 2006
Balance at beginning of the period $ 284,402 $ 15,167
Provisions 661,504 269,235
Reversed (233,057 ) —
Written off (13,324 ) —

Balance at the end of the period $ 699,525 $ 284,402

F-32

19. MAINLAND CHINA CONTRIBUTION PLAN AND PROFIT APPROPRIATION

Full time employees of the Company in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to accrue for these benefits based on certain percentages of the employees’ salaries. The total provisions for such employee benefits were $2,434,409, $2,396,079 ~~$1,647,503~~ and ~~$824,793~~$1,647,503 for the years ended December 31, 2007, 2006 and 2005, ~~and 2004,~~ respectively.

PRC legal restrictions permit payments of dividends by ~~the Company’s~~ PRC ~~subsidiaries~~companies only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Prior to payment of dividends, pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company’s subsidiaries and ~~variable interest entities~~VIEs in the PRC must make appropriations from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of each company. These reserve funds include (i) a ~~(i)~~ general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriations of 10% of after-tax profit (as determined under generally accepted accounting principles in the PRC ~~(“PRC GAAP”)~~ at each year-end); the other fund appropriations are at the Company’s discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends. For the ~~year~~years ended December 31, 2007, 2006 ~~2005~~ and ~~2004,~~2005, the Company’s PRC subsidiaries and ~~variable interest entities~~VIEs made appropriations to the general reserve fund of $841,788, $374,004 ~~$3,629,408,~~ and ~~$1,454,966,~~$3,201,788, respectively. The PRC subsidiaries and ~~variable interest entities~~VIEs elected not to make any appropriations to the enterprise expansion fund and staff bonus and welfare fund in any of the periods presented. As a result of these PRC laws and regulations, the PRC subsidiaries and VIEs are restricted from transferring a portion of their net assets to the Company. Restricted net assets were approximately ~~$69.1~~$75.6 million and ~~$60.1~~$69.1 million, as of December 31, ~~2006~~2007 and ~~2005,~~2006, respectively. Accordingly, the Company has included Schedule 1 in accordance with Regulation S-X promulgated by the United States Securities and Exchange Commission.

20. COMMITMENTS AND CONTINGENCIES

Operating leases as lessee

The Company leases certain office premises under non-cancelable leases, of which the principal one expires in 2009. Rent expense under operating leases for 2007, 2006 and 2005 was $1,862,610, $1,455,640 and ~~2004 was $1,455,640,~~ $1,051,276, ~~and $900,552,~~ respectively.

Future minimum lease payments under non-cancelable operating lease agreements were as follows:

December 31,

2007
   $ 1,868,208
2008
   1,581,971
2009
   1,261,491

Total
   $ 4,711,670

December 31,
2008 $ 1,725,147
2009 1,378,993
2010 21,443

Total $ 3,125,583

Artist contracts

Huayi Brothers Music and Freeland Music have non-cancelable agency agreements with certain artists that provide for minimum payments. Future minimum payments were as follows:

December 31,
2008 $ 1,974,067
2009 1,974,067
2010 1,137,830

Total $ 5,085,964

December 31,

2007
   $ 204,900
2008
   204,900
2009
   204,900

Total
   $ 614,700

F-33

21. SUBSEQUENT EVENTS
~~Acquisition of interest in New Run Entertainment~~

Amendment to Shanghai Magma purchase agreement

In ~~November 2006,~~February 2008, the Company ~~signed a set~~and the former shareholders of ~~definitive~~Shanghai Magma agreed to amend the purchase agreements, whereby, among other things, the Company’s remaining purchase liability to ~~acquire 30%~~these shareholders was reduced from $6 million to $1 million. This amount was paid in March 2008. The gain on reduction of ~~the equity interest in Beijing New Run Entertainment Co. Ltd. (“New Run Entertainment”), a leading independent record label in China. The Company will pay a total of $2.25~~$5 million in ~~cash for a 30% interest in New Run Entertainment, which is subject to adjustment based on~~ the ~~financial performance of New Run Entertainment’s business~~purchase liability was recognized as other income in the ~~twelve months following~~first quarter of 2008. The parties have also agreed to waive the ~~closing~~requirement that the selling shareholders subscribe for shares in Hurray!.

Termination of the acquisition. As of December 31, 2006, the Company had paid $4,125 acquisition costs for New Run. The acquisition was completed in April 2007 and New Run Entertainment will be accounted for on the equity basis from April 1, 2007.
~~Acquisition of Shanghai Saiyu~~
~~In February~~agreement with Enlight

On November 19, 2007, the Company ~~signed a set of agreements~~agreed to acquire 100% of Enlight Media, Ltd (“Enlight”), a leading private entertainment content and distribution company in China in an all stock transaction. Upon completion of the ~~equity~~transaction, Hurray! would be required to issue ordinary shares equivalent to 15.74 million American Depository Shares (“ADSs”), representing a 42% interest in ~~Shanghai Saiyu Information Technology Co., Ltd.,~~Hurray! on a ~~provider~~pro-forma basis and additional shares, up to a maximum of ~~wireless value-added services in China, for a cash consideration~~the equivalent of ~~$3.1 million.~~
~~Acquisition~~23.3 millions ADSs, would to be issued to the original shareholders of ~~Secular Bird~~
~~In 2007,~~Enlight if, during the sixth and twenty-fourth months after completion of the transaction, the three-month average share price of Hurray! exceeded certain targets ranging from $5.00 per ADS to $8.50 per ADS. If all price targets were met the original Enlight shareholders could own up to 65% of Hurray!.

On March 6, 2008, the Company ~~entered into agreements~~and the Enlight agreed to ~~acquire 65% equity interest~~terminate the agreement due to a divergence in ~~Beijing Secular Bird Culture~~business strategies and ~~Art Development Center (“Secular Bird”), which is an up-and-coming independent label~~a mutual determination that a combination would not be in China. The Company paid total of $346,000 in cash for the 65% interest, which is subject to adjustment based on the financial performance of Secular Bird during the one-year period following the closing of the acquisition. The acquisition was completed in June 2007.
~~Formation of joint venture with Beijing TV Media~~
To further expand customer reach and diversify marketing, promotion and distribution channels, the Company entered into an agreement with Beijing TV Media Co., Ltd (“BTVM”) to establish an equity joint venture in which Hurray! owns 49% interest for the development and delivery of mobile interactive services to China Beijing TV (BTV)’s audience. BTVM is BTV’s wholly owned subsidiary which owns the exclusive right of mobile interactive services in addition to other new media rights for BTV’s national satellite channel and 12 local channels.
~~Issuance of restricted shares~~
~~On March 14, 2007, Hurray! granted 20,000,000 restricted shares to its employees pursuant~~our mutual interests. Each party will bear their own costs relating to the ~~2004 Plan which resulted in stock-based compensation expense of $0.65 million to be recognized over the three years for the applicable vesting period.~~proposed transaction.

~~*****~~F-34

HURRAY! HOLDING CO., LTD.

ADDITIONAL INFORMATION -— FINANCIAL STATEMENT SCHEDULE I

FINANCIAL INFORMATION OF PARENT COMPANY

BALANCE SHEETS

(In U.S. dollars)

December 31,
2007 2006
(in U.S. dollars, except share data)

Assets

Current assets:
Cash $ 49,061,529 $ 48,496,751
Prepaid expenses and other current assets 224,297 450,298
Amounts due from subsidiaries and variable interest entities — 12,404,359

Total current assets 49,285,826 61,351,408
Receivable on disposal of subsidiary 4,151,400 —
Investments in subsidiaries and variable interest entities 39,681,837 67,481,687
Investment in equity affiliate 150,000 —

Total assets
$ 93,269,063 $ 128,833,095

Liabilities and shareholders’ equity

Current liabilities:
Accrued expenses and other current liabilities $ 595,648 $ 192,137
Amounts due to subsidiaries and variable interest entities 530,756 —
Acquisitions payable 6,560,000 5,820,938

Total current liabilities 7,686,404 6,013,075

Shareholders’ equity:
Ordinary shares ($0.00005 par value; 4,560,000,000 shares authorized; 2,173,784,440 and 2,162,031,740 a shares issued and outstanding as of December 31, 2007, and 2006, respectively) 108,689 108,102
Additional paid-in capital 74,066,839 73,608,117
Retained earnings 3,752,257 45,702,452
Accumulated other comprehensive income 7,654,874 3,401,349

Total shareholders’ equity 85,582,659 122,820,020

Total liabilities and shareholders’ equity
$ 93,269,063 $ 128,833,095

   December 31,
   2006    2005
   (in U.S. dollars, except share data)
Assets

Current assets:

Cash
   $ 48,496,751    $ 60,903,215
Prepaid expenses and other current assets
   450,298    430,649
Amounts due from subsidiaries and variable interest entities
   12,404,359    —

Total current assets
   61,351,408    61,333,864
Investments in subsidiaries and affiliates
   67,481,687    59,469,132

Total assets
   $ 128,833,095    $ 120,802,996

Liabilities and shareholders’ equity

Current liabilities:

Accrued expenses and other current liabilities
   $ 192,137    $ 435,929
Amounts due to subsidiaries and variable interest entities
   —      1,243,091
Acquisition payable
   5,820,938    —
Payroll withholding taxes payable
   —      504,945

Total current liabilities
   6,013,075    2,183,965

Shareholders’ equity:

Ordinary shares ($0.00005 par value; 4,560,000,000 shares authorized; 2,162,031,740 and 2,229,754,340 shares issued and outstanding as of December 31, 2006, and 2005, respectively)
   108,102    111,488
Additional paid-in capital
   73,608,117    77,335,532
Retained earnings
   45,702,452    39,898,507
Accumulated other comprehensive income
   3,401,349    1,273,504

Total shareholders’ equity
   122,820,020    118,619,031

Total liabilities and shareholders’ equity
   $ 128,833,095    $ 120,802,996

F-35

HURRAY! HOLDING CO., LTD.

ADDITIONAL INFORMATION -— FINANCIAL STATEMENT SCHEDULE I

FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENT OF OPERATIONS

(In U.S. dollars)

Year ended December 31,
2007 2006 2005
(in U.S. dollars, except share data)

Operating expenses
Product development (represents stock-based compensation expense of $921, $79,587 and $4,886 for the years ended December 31, 2007, 2006 and 2003, respectively) $ 9,385 $ 79,587 $ 4,886
Selling and marketing (including stock-based compensation expense of $286,885, $346,456 and $9,911 for the years ended December 31, 2007, 2006 and 2005, respectively) 286,885 346,211 187,111
General and administrative (including stock-based compensation expense of $155,169, $117,514 and $22,775 for the years ended December 31, 2007, 2006 and 2005, respectively) 2,440,417 1,757,720 1,411,309

Total operating expenses 2,736,687 2,183,518 1,603,306

Loss from operations (2,736,687 ) (2,183,518 ) (1,603,306 )
Interest income 2,082,629 2,372,585 1,291,258
Interest expense (179,062 ) (44,765 ) —
Other income, net 105,485 — —
Gain from disposal of subsidiary 192,943 — —
Equity in earnings (loss) of subsidiaries, variable interest entities and affiliate (41,415,503 ) 5,659,643 18,930,780

Net (loss) income $ (41,950,195 ) $ 5,803,945 $ 18,618,732

   Year ended December 31,
   2006 2005 2004
   (in U.S. dollars, except share data)
Operating expenses

Product development (represents stock-based compensation expense of $79,587, $4,886 and $60,140 for the years ended December 31, 2006, 2005 and 2004, respectively)
   $ 79,587 $ 4,886 $ 60,140
Selling and marketing (including stock-based compensation expense of $346,456, $9,911 and $221,046 for the years ended December 31, 2006, 2005 and 2004, respectively)
   346,211 187,111 324,526
General and administrative (including stock-based compensation expense of $117,514, $22,775 and nil for the years ended December 31, 2006, 2005 and 2004, respectively)
   1,757,720 1,411,309 103,646

Total operating expenses
   2,183,518 1,603,306 488,312

Loss from operations
   (2,183,518 ) (1,603,306 ) (488,312 )
Interest income
   2,372,585 1,291,258 341
Interest expense
   (44,765 ) —   —
Equity in earnings of subsidiaries and variable interest entities
   5,659,643 18,930,780 17,727,938

Net income
   5,803,945 18,618,732 17,239,967
Deemed dividends on Series A convertible preference shares
   —   —   (39,917 )

Net income attributable to holders of ordinary shares
   $ 5,803,945 $ 18,618,732 $ 17,200,050

F-36

HURRAY! HOLDING CO., LTD.

ADDITIONAL INFORMATION -— FINANCIAL STATEMENT SCHEDULE I

FINANCIAL INFORMATION OF PARENT COMPANY
~~STATEMENT~~
STATEMENTS OF CASH FLOWS

(In U.S. dollars)

   Year ended December 31,
   2006 2005 2004
   (in U.S. dollars)
Cash flows from operating activities:

Net income attributable to holders of ordinary shares
   $ 5,803,945 $ 18,618,732 $ 17,200,050
Deemed dividends on Series A convertible preference shares
   —   —   39,917

Net income
   5,803,945 18,618,732 17,239,967
Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation expense
   543,557 37,572 281,186
Equity in earnings of subsidiaries and affiliates
   (5,659,643 ) (18,930,780 ) (17,727,938 )
Changes in assets and liabilities:

Prepaid expenses and other current assets
   (19,649 ) (807,662 ) (177,200 )
Amounts due from subsidiaries and variable interest entities
   792,290 —   183,144
Accrued expenses and other current liabilities
   (243,793 ) 224,768 (26,113 )
Amounts due to subsidiaries and variable interest entities
   (1,243,090 ) (1,063,505 ) 56,596
Payroll withholding taxes payable
   (504,945 ) 504,945 —

Net cash provided by operating activities
   (531,328 ) (1,415,930 ) (170,358 )

Investing activities:

Investment in subsidiaries and variable interest entities
   (7,475,860 ) (62,350 ) (8,612,448 )

Net cash used in investing activities
   (7,475,860 ) (62,350 ) (8,612,448 )

Financing activities:

Proceeds from the issuance of ordinary shares upon initial public offering, net of offering costs of $7,578,637 (offering costs of $7,399,844, $178,793 and $nil was paid for the years ended December 31, 2006, 2005 and 2004, respectively)
   540,000 60,422,746 (178,793 )
Payment to repurchase ordinary shares
   (5,034,748 ) —   —
Payment to repurchase Series A convertible preference shares
   —   —   (1,122 )
Proceeds from exercise of warrants to repurchase Series A convertible preference shares
   —   —   3,999,955
Collection of subscription receivable
   —   50,880 —
Proceeds from exercise of stock options
   95,472 1,489,602 —

Net cash (used in) provided by financing activities
   (4,399,276 ) 61,963,228 3,820,040

Net increase (decrease) in cash and cash equivalents
   (12,406,464 ) 60,484,948 (4,962,766 )
Cash and cash equivalents, beginning of year
   60,903,215 418,267 5,381,033

Cash and cash equivalents, end of year
   $ 48,496,751 $ 60,903,215 $ 418,267

Year ended December 31,
2007 2006 2005
(in U.S. dollars)
Cash flows from operating activities:

Net (loss) income $ (41,950,195 ) $ 5,803,945 $ 18,618,732
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Stock-based compensation expense 442,975 543,557 37,572
Equity in (losses) earnings of subsidiaries, variable interest entities and affiliate 41,415,503 (5,659,643 ) (18,930,780 )
Gain from disposal of subsidiary (192,943 ) — —
Receivable from disposal of subsidiary (net of cash disposed of $771,570) (3,186,887 ) — —
Changes in assets and liabilities:
Prepaid expenses and other current assets 226,001 (19,649 ) (807,662 )
Amounts due from subsidiaries and variable interest entities 5,843,380 792,290 —
Accrued expenses and other current liabilities 403,512 (243,793 ) 224,768
Amounts due to subsidiaries and variable interest entities 530,756 (1,243,090 ) (1,063,505 )
Payroll withholding taxes payable — (504,945 ) 504,945

Net cash provided by (used in) operating activities
3,532,102 (531,328 ) (1,415,930 )

Investing activities:

Investment in subsidiaries and variable interest entities (2,833,658 ) (7,475,860 ) (62,350 )
Purchase of equity affiliate (150,000 ) — —

Net cash (used in) provided by investing activities
(2,983,658 ) (7,475,860 ) (62,350 )

Financing activities:

Proceeds from the issuance of ordinary shares upon initial public offering, net of offering costs of $7,578,637 (offering costs of $7,399,844 and $178,793 were paid for the years ended December 31, 2006 and 2005, respectively) — 540,000 60,422,746
Payment to repurchase ordinary shares — (5,034,748 ) —
Collection of subscription receivable — — 50,880
Proceeds from exercise of stock options 16,334 95,472 1,489,602

Net cash provided by (used in) financing activities
16,334 (4,399,276 ) 61,963,228

Net increase (decrease) in cash and cash equivalents
564,778 (12,406,464 ) 60,484,948
Cash and cash equivalents, beginning of year
48,496,751 60,903,215 418,267

Cash and cash equivalents, end of year
$ 49,061,529 $ 48,496,751 $ 60,903,215

Note

Basis for Preparation

The Financial Information of the Parent Company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the Company has used the equity method to account for its investment in its subsidiaries and its variable interest entities.

F-37

EXHIBIT INDEX


Exhibit
Number		Document
	4.81	Translation of Cooperation Agreement between China Mobile Communications Group Corporation and Monternet WAP Service Provider between China Mobile Communications Group Corporation and Beijing Hutong Wuxian Technology Co., Ltd, dated April 27, 2007.

	4.82	Translation of Mobile Value-added Service Cooperation Agreement with China United Telecommunications Corporation between China United Telecommunications Corporation and Beijing Hengjiweiye Electronic Commerce Co., Ltd., dated August 30, 2007.

	4.84	Translation of Equity Transfer Agreement between TWM Holding, Hurray! Holding Co., Ltd., and Hurray! Times Communications (Beijing) Ltd. dated October 8, 2007.

	4.85	Translation of Equity Transfer Agreement of Shanghai Saiyu Information Technology Co., Ltd. among Liang Ruan, Yuqi Shi, Jie Li and Jianmei Wan, dated February 12, 2007.

	4.86	Translation of Transfer Agreement between Hurray! Times Communications (Beijing) Co., Ltd., Beijing WVAS Solutions Ltd., Beijing Enterprise Network Technology Co., Ltd., Xiaoping Wang, Hao Sun and Beijing Hurray! Times Technology Co., Ltd., dated May, 2007.

	8.1	List of Significant Subsidiaries and Affiliates.

	12.1	Certification of Chief Executive Officer Required by Rule 13a-14(a).

	12.2	Certification of Chief Financial Officer Required by Rule 13a-14(a).

	13.1	Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

	13.2	Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

	15.1	Consent of Deloitte Touche Tohmatsu CPA Ltd., Independent Registered Public Accounting Firm.

~~F-33~~


	Noon Buying Rate RMB per US$1.00
	High	Low
December 2006	7.8350	7.8041
January 2007	7.8127	7.7705
February 2007	7.7632	7.7410
March 2007	7.7454	7.7232
April 2007	7.7345	7.7090
May 2007	7.7065	7.6463
June 2007 (as of June 8)	7.6666	7.6377


	Noon Buying Rate
	RMB per US$1.00
	High		Low
December 2007		7.4120		7.2946
January 2008		7.2946		7.1818
February 2008		7.1973		7.1100
March 2008		7.1110		7.0105
April 2008		7.0185		6.9840
May 2008		7.0000		6.9377


		Average Noon Buying Rate RMB per US$1.00
2002		8.2772
2003		8.2771
2004		8.2768
2005		8.1826
2006		7.9579


	Average Noon Buying Rate
	RMB per US$1.00
2003		8.2771
2004		8.2768
2005		8.1826
2006		7.9579
2007		7.5806
2008 (through May 30)		7.0464


	For the Year Ended December 31,
	2006				2005				2004
	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage of revenues
	(in thousands of U.S. dollars, except percentages)
Revenues:
2G services	$	32,571	46.6	%	$	20,131	32.3	%	$	14,946	28.0	%
2.5G services		29,941	42.8			35,932	57.6			28,227	52.8

Subtotal of WVAS	$	62,512	89.4	%	$	56,063	89.9	%	$	43,173	80.8	%

Recorded music		6,203	8.9			—	—			—	—
Software and system integration services		1,177	1.7			6,312	10.1			10,267	19.2

Total revenues	$	69,892	100.0	%	$	62,375	100.0	%	$	53,440	100.0	%


	For the Year Ended December 31, 2006
	China Mobile		China Unicom		China Telecom		China Netcom		Total
	(in millions of U.S. dollars)
SMS	$	11.3	$	5.7	$	—	$	0.1	$	17.1
IVR		5.2		2.5		2.5		0.6		10.8
RBT		2.0		1.3		1.4		—		4.7

2G Revenues		18.5		9.5		3.9		0.7		32.6

WAP		10.4		11.1		—		—		21.5
MMS		3.5		0.5		—		—		4.0
Java™		4.4		—		—		—		4.4

2.5G revenues		18.3		11.6		—		—		29.9

Total	$	36.8	$	21.1	$	3.9	$	0.7	$	62.5


	For the Year Ended December 31, 2007
	China		China		China		China
	Mobile		Unicom		Telecom		Netcom		Others		Total
	(in millions of U.S. dollars)
SMS	$	7.0	$	2.5	$	0.2	$	0.3	$	1.0	$	11.0
IVR		13.3		1.2		2.4		0.3		—		17.2
RBT		1.6		1.7		2.4		—		—		5.7

2G Revenues		21.9		5.4		5.0		0.6		1.0		33.9

WAP		5.9		6.7		—		—		—		12.6
MMS		0.7		0.7		—		—		—		1.4
Java		1.4		—		—		—		—		1.4

2.5G revenues		8.0		7.4		—		—		—		15.4

Other revenues		0.1		—		—		—		0.6		0.7

Total	$	30.0	$	12.8	$	5.0	$	0.6	$	1.6	$	50.0


	For the Year Ended December 31, 2005
	China Mobile		China Unicom		China Telecom		China Netcom		Total
	(in millions of U.S. dollars)
SMS	$	2.0	$	8.6	$	—	$	—	$	10.6
IVR		4.8		2.9		0.7		0.2		8.6
RBT		0.5		0.4		—		—		0.9

2G Revenues		7.3		11.9		0.7		0.2		20.1

WAP		10.2		24.1		—		—		34.3
MMS		1.5		0.2		—		—		1.7
Java™		—		—		—		—		—

2.5G revenues		11.7		24.3		—		—		36.0

Total	$	19.0	$	36.2	$	0.7	$	0.2	$	56.1


	For the Year Ended December 31, 2004
	China Mobile		China Unicom		Total
	(in millions of U.S. dollars)
SMS	$	4.0	$	9.7	$	13.7
IVR		—		1.3		1.3
RBT		—		—		—

2G Revenues		4.0		11.0		15.0

WAP		5.5		22.7		28.2
MMS		—		—		—
Java™		—		—		—

2.5G revenues		5.5		22.7		28.2

Total	$	9.5	$	33.7	$	43.2


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands of U.S. dollars)
Operating lease commitments	$	4,711	$	1,868	$	2,843	$	—	$	—
Other contractual commitments*		614		204		410		—		—

Total contractual obligations	$	5,325	$	2,072	$	3,253	$	—	$	—


	Payments Due by Period
			Less than		1-3		3-5
	Total		1 year		years		years
	(in thousands of U.S. dollars)
Operating lease commitments	$	3,125	$	1,725	$	1,379	$	21
Other contractual commitments*		5,086		1, 974		3,112		—

Total contractual obligations	$	8,211	$	3,699	$	4,491	$	21


	Number of Shares Beneficially Owned	Percentage
Name	Number	Percentage
5% and above Shareholders
Wellington Management Company, LLP	154,580,000	7.11	%
75 State Street
Boston, MA, USA 02109⁽¹⁾

Executive Officers and Directors⁽²⁾
Pleasant Season Ltd./Qindai Wang⁽³⁾	188,621,660	8.68	%
Jesse Liu⁽⁴⁾	80,443,560	3.70	%
Robert Mao⁽⁵⁾	2,000,000	*
Suberna Shringla	—	*
Xero Holdings Ltd./Songzuo Xiang⁽⁶⁾	109,510,320	5.04	%
Shudan Zhang	93,162,840	4.29	%
Alan Powrie⁽⁷⁾	600,000	*
Harrison Youth Ltd./Haoyu Yang⁽⁸⁾	77,791,300	3.58	%
Shaojian (Sean) Wang	2,800,000	*
Jiang Wang	1,622,000	*
All current directors and executive officers as a group (10 persons)⁽⁹⁾	556,551,680	25.60	%


	For the year ended December 31,
	2006		2005
Audit fees⁽¹⁾	$	315,375	$	240,000
Audit related fees⁽²⁾	$	4,696	$	3,105
Tax fees⁽³⁾		—		—
Other fees⁽⁴⁾		—	$	923,329

	•		Any audit or non-audit service to be provided to us by the independent accountant must be submitted to the audit committee for review and approval, with a description of the services to be performed and the fees to be charged.

	•		The audit committee in its sole discretion then approves or disapproves the proposed services and documents such approval, if given, through written resolutions or in the minutes of meetings, as the case may be.


Period	Total Number of ADSs Purchased⁽¹⁾	Average Price Paid per ADS ⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾	Maximum Aggregate Dollar Value of ADSs that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
May 22, 2006 to May 31, 2006	307,000 ADSs, equivalent to 30,700,000 ordinary shares	$	6.72	307,000 ADSs, equivalent to 30,700,000 ordinary shares	$	12,936,960


June 1, 2006 to June 26, 2006	485,600 ADSs, equivalent to 48,560,000 ordinary shares	$	6.11	485,600 ADSs, equivalent to 48,560,000 ordinary shares	$	9,969,944


	4.2
~~4.1~~		2002 Incentive Compensation Plan (incorporated by reference to ~~the~~Exhibit 10.2 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.2~~	4.3		2003 Stock Option Plan (incorporated by reference to ~~the~~Exhibit 10.3 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.3~~	4.4		Form of Indemnification Agreement (incorporated by reference to ~~the~~Exhibit 10.4 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.4~~	4.5		Employment Agreement by and between Hurray! Holding Co., Ltd. and Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.5 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.5~~		Employment Agreement by and between Hurray! Holding Co., Ltd. and Jesse Liu dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.6~~		Employment Agreement by and between Hurray! Holding Co., Ltd. and Haoyu Yang dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.6
~~4.7~~		Employment Agreement by and between Hurray! Holding Co., Ltd. and Shaojian (Sean) Wang on May 23, 2006

~~4.8~~		~~Translation of Employment Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Jiang Wang on September 1, 2006~~

~~4.9~~		~~Translation of Agreement of Transfer of Shares of Beijing Enterprise Mobile Technology Co., Ltd. between Hurray! Holding Co., Ltd. and Funway Investment Holdings, Ltd. dated April 8, 2004~~ (incorporated by reference to ~~the registration statement~~Exhibit 4.7of our annual report on Form ~~F-1~~20-F (File No. ~~333-121987) as~~000-51116) filed with the Commission on ~~January 12, 2005)~~June 15, 2007).

~~4.10~~		Translation of Agreement of Transfer of Shares of Beijing Enterprise Network Technology Co., Ltd. between Hurray! Solutions Ltd., Qindai Wang, Yu Qin and Zhang Chen dated April 8, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.11~~		Translation of Agreement of Transfer of Shares of Beijing Enterprise Mobile Technology Co., Ltd. between Hurray! Holding Co., Ltd. and Nihon-Enterprise Mobile, Ltd. dated April 13, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.7
~~4.12~~		Translation of Equity Transfer Agreement by and among Zhang Yi, Shang Aiqin, Wang Jiang, Xu Hongyan, Xie Peifu, He Ming and Chen Yixiao dated December 30, 2005 (incorporated by reference to Exhibit 4.13 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006).

~~4.13~~		Translation of Equity Transfer Agreement by and between Hurray! Holdings Co., Ltd. and Magma Digital International Limited dated December 30, 2005 (incorporated by reference to Exhibit 4.14 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
	4.8
~~4.14~~		Translation of Equity Transfer and Capital Increase Agreement by and among Beijing Huayi Brothers Advertising Co., Ltd., Beijing Qixin Weiye Culture Development Co., Ltd. and Hurray! Digital Music Technology Co., Ltd. dated December 12, 2005 (incorporated by reference to Exhibit 4.15 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006)...

~~4.15~~	4.9		Translation of Cooperation Agreement by and among Hurray! Solutions, Ltd., Beijing Enterprise Mobile Technology Co., Ltd., Beijing Hutong Wuxian Technology Co., Ltd., Zhong Xiongbing, Guangdong Freeland Movie and Television Production Co., Ltd., Beijing Shiji Freeland Movie and Television Distribution Co., Ltd., Shanghai Hai Le Audio & Video Distribution Co., Ltd. and Hong Kong Freeland Movie Industry Group Co., Ltd. dated November 14, 2005 (incorporated by reference to Exhibit 4.16 of our ~~Annual Report~~annual report on Form 20-F as filed with the Commission on June 15, 2006).

~~4.16~~		Translation of Technology Service Agreement between China Mobile Communications Group Corporation and Beijing Enterprise Network Technology Co., Ltd. dated May 22, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).



~~4.17~~		Translation of Mobile Value-added Service Cooperation Agreement between China Unicom Co., Ltd. and Hurray! Solutions Ltd. dated March 29, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.18~~ 4.10		Translation of Mobile Value-Added Service Cooperation Agreement by and between China Unicom Co., Ltd. and Beijing Hutong Wuxian Technology Co., Ltd. dated May 30, 2005 (incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).

~~4.19~~		Translation of Cooperation Agreement on Monternet SMS Service between Zhejiang Mobile Communications Co., Ltd. and Beijing WVAS Solutions Ltd. dated May 1, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.20~~		Translation of Cooperation Agreement on Monternet WAP Services by and between China Mobile Communications Group Corporation and Beijing Hutong Wuxian Technology Co., Ltd. dated May 1, 2005 (incorporated by reference to Exhibit 4.21 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).

~~4.21~~		Translation of Agreement on Entrusted Fee Collection between Zhejiang Mobile Communications Co., Ltd. and Beijing WVAS Solutions Ltd. dated May 1, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.22~~		Translation of China Unicom SMS Cooperation Agreement between China Unicom Zhejiang Branch Company and Hurray! Solutions Ltd., dated August 20, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.23~~		Translation of Unicom New Times CDMA WAP (Phase III) Operation Platform System Equipment Purchase Contract among Unicom Import & Export Company Limited, Unicom New Times Mobile Telecommunications Company Limited and Hurray! Times Communications (Beijing) Ltd. dated November 24, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.24~~		Translation of Unicom New Times CDMA WAP (Phase III) Operation Platform System Integration and Service Purchase Contract among Unicom Import & Export Company Limited, Unicom New Times Mobile Telecommunications Company Limited and Hurray! Times Communications (Beijing) Ltd. dated November 24, 2003 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.25~~		Translation of Data Service Cooperation Agreement between Beijing Enlight Times Info Co., Ltd and Hurray! Solutions Ltd. (incorporated by reference to ~~the~~Exhibit 10.21 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.26~~		Translation of Music Copyright License Agreement between Music Copyright Society of China and Hurray! Solutions Ltd. dated August 1, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.11
~~4.27~~		Translation of Contracts in Relation to Maximum Amount of Guarantee between Hua Xia Bank as creditor and each of Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. as guarantor dated December 31, 2004 (incorporated by reference to ~~the~~Exhibit 10.23 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.28~~	4.12		Translation of Agreement for Transfer of Entitlement to Dividends between Qindai Wang and Hurray! Holding Co., Ltd. dated August 15, 2003 (incorporated by reference to ~~the~~Exhibit 10.24 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.29~~		Translation of Domain Name Assignment Agreement between Hurray! Solutions Ltd. and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.30~~		Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.13
~~4.31~~		Translation of Software Assignment Agreement between Hurray! Solutions Ltd. and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.27 of our registration statement on Form F-1 (File No. ~~333-121987) as~~333 121987) filed with the Commission on January 12, 2005).



~~4.33~~		Translation of Trademark Assignment Agreement between Hurray! Solutions Ltd. and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as333 121987) filed with the Commission on January 12, 2005).

~~4.34~~		Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.15
~~4.35~~		Translation of Letter of Undertaking by Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.31 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.36~~	4.16		Translation of Authorization Agreement by Songzuo Xiang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.32 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.37~~	4.17		Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.33 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.38~~	4.18		Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Hurray! Solutions Ltd., Qindai Wang and Songzuo Xiang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.34 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.39~~	4.19		Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Hurray! Solutions Ltd. and Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.35 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.40~~	4.20		Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Hurray! Solutions Ltd. and Songzuo Xiang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.36 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.41~~	4.21		Translation of Equity Interests Pledge Agreement between Qindai Wang and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.37 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.42~~	4.22		Translation of Equity Interests Pledge Agreement between Songzuo Xiang and Hurray! Times Communications (Beijing) Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.38 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.43~~	4.23		Translation of Letter of Undertaking by Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.39 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.44~~	4.24		Translation of Authorization Agreement by Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.40 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.45~~	4.25		Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.41 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.46~~	4.26		Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Beijing Cool Young Information Technology Co., Ltd., Qindai Wang and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.42 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).


	4.28
~~4.48~~		Translation of Contract Related to Exclusive Purchase Right of Equity Interest among Hurray! Holding Co., Ltd., Hurray! Solutions Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.44 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.49~~	4.29		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Qindai Wang dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.45 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.50~~	4.30		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Hurray! Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.46 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.51~~		Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.52~~		Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.31
~~4.53~~		Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.49 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.54~~		Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.55~~		Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.56~~ 4.32		Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.57~~		Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.53 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.58~~		Translation of Trademark License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.33
~~4.59~~		Translation of Authorization Agreements by each of Sun Hao and Wang Xiaoping dated October 1, 2004 and October 1, 2004, respectively (incorporated by reference to ~~the~~Exhibit 10.55 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.60~~	4.34		Translation of Authorization Agreement by Beijing Enterprise Network Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.56 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.61~~	4.35		Translation of Exclusive Technical Consulting and Services Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing WVAS Solutions Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.57 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.62~~	4.36		Translation of Operating Agreement among Hurray! Times Communications (Beijing) Ltd., Beijing WVAS Solutions Ltd., Beijing Enterprise Network Technology Co., Ltd., Sun Hao and Wang Xiaoping dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.58 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.63~~	4.37		Translation of Contracts Relating to Exclusive Purchase Right of Equity Interest between Hurray! Holding Co., Ltd., Beijing WVAS Solutions Ltd. and each of Sun Hao and Wang Xiaoping dated October 1, 2004 and October 1, 2004, respectively (incorporated by reference to ~~the~~Exhibit 10.59 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).


	4.38
~~4.64~~		Translation of Contract Relating to Exclusive Purchase Right of Equity Interest between Hurray! Holding Co., Ltd., Beijing WVAS Solutions Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.60 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.65~~	4.39		Translation of Equity Interests Pledge Agreements between Hurray! Times Communications (Beijing) Ltd. and each of Sun Hao and Wang Xiaoping dated October 1, 2004 and October 1, 2004, respectively (incorporated by reference to ~~the~~Exhibit 10.61 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).


	4.49
~~4.79~~		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Yang Haoyu dated October 1, ~~2004(incorporated~~2004 (incorporated by reference to ~~the~~Exhibit 10.75 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.80~~	4.50		Translation of Equity Interests Pledge Agreement between Hurray! Times Communications (Beijing) Ltd. and Wang Jianhua dated October 1, 2004 (incorporated by reference to ~~the~~Exhibit 10.76 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.81~~		Translation of Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.82~~		Translation of Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).
	4.51
~~4.83~~		Translation of Software License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Enterprise Network Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to ~~the~~Exhibit 10.79 of our registration statement on Form F-1 ~~(File~~(file No. 333-121987) as filed with the Commission on January 12, 2005).



~~4.94~~		Translation of Domain Name License Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.95 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006)

~~4.95~~		Translation of Domain Name Assignment Agreement by and between Shanghai Magma Digital Technology Co. Ltd. and Hurray! Times Communications (Beijing) Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.96 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
	4.61
~~4.96~~		Translation of Software License Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.97 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000-51116) filed with the
			Commission on June 15, 2006).

~~4.97~~	4.62		Translation of Software Assignment Agreement by and between Shanghai Magma Digital Technology Co. Ltd. and Hurray! Times Communications (Beijing) Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.98 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000-51116) filed with the Commission on June 15, 2006).

~~4.98~~		Translation of Trademark License Agreement by and between Hurray! Times Communications (Beijing) Ltd. and Shanghai Magma Digital Technology Co. Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.99 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).

~~4.99~~		Translation of Trademark Assignment Agreement by and between Shanghai Magma Digital Technology Co. Ltd. and Hurray! Times Communications (Beijing) Ltd. dated January 12, 2006 (incorporated by reference to Exhibit 4.100 of our Annual Report on Form 20-F as filed with the Commission on June 15, 2006).
	4.63
~~4.100~~		Translation of Authorization Agreement by Shang Aiqin dated January 12, 2006 (incorporated by reference to Exhibit 4.101 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).

~~4.101~~	4.64		Translation of Authorization Agreement by Zhang Yi dated January 12, 2006 (incorporated by reference to Exhibit 4.102 of our ~~Annual Report~~annual report on Form 20-F as(File No. 000 51116) filed with the Commission on June 15, 2006).



~~4.110~~		~~2004 Share Incentive Plan (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).~~
	4.72
~~4.111~~		Translation of Supplemental Agreement to Agreement on Transfer of Shares of Beijing Enterprise Network Technology Co., Ltd. among Hurray! Holding Co., Ltd., Qindai Wang, Yu Qin and Zhang Chen dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.96 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.112~~	4.73		Translation of Supplemental Agreement to Agreement on Transfer of Shares of Beijing Enterprise Mobile Technology Co., Ltd. among Hurray! Holdings Co., Ltd., Funway Investment Holdings Ltd. and I-mode Technology Ltd. dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.97 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.113~~	4.74		Translation of Loan ~~agreement~~Agreement between Beijing Enterprise Network Technology Co., Ltd. and Yu Qin dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.98 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.114~~	4.75		Translation of Loan ~~agreement~~Agreement between WVAS Solutions Ltd. and Yu Qin dated November 4, 2004 (incorporated by reference to ~~the~~Exhibit 10.99 of our registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.115~~		Translation of CDMA WAP (Phase IV) Equipment and Service Purchase Agreement among Unicom Import & Export Company Limited, Unicom New Times Mobile Telecommunications Company Limited and Hurray! Times Communications (Beijing) Ltd. dated January 11, 2005 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 12, 2005).

~~4.116~~		Translation of Supplemental Agreement dated December 1, 2004 to Domain Name Assignment Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 and Domain Name License Agreement between Hurray! Times Communications (Beijing) Ltd. and Beijing Cool Young Information Technology Co., Ltd. dated May 5, 2004 (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 28, 2005).
	4.76
~~4.117~~		Translation of Supplemental Agreement dated January 25, 2005 to certain Equity Interests Pledge Agreements (incorporated by reference to the registration statement on Form F-1 (File No. 333-121987) as filed with the Commission on January 28, 2005).

~~4.118~~		~~Translation of Cooperation Agreement between China Mobile Communications Group Corporation and Beijing Enterprise Network Technology Co., Ltd., dated January 1, 2006.~~

~~4.119~~		~~Translation of Mobile Value-added Service Cooperation Agreement, between China United Telecommunications Corporation Limited and Beijing Hutong Wuxian Technology Co., Ltd., dated April 13, 2006.~~
	4.77
~~4.120~~		Translation of Cooperation Agreement between Hurray! Digital Media Technology Co., Ltd., Lan Gang, Chen Jianzhong, Hu Li, and ~~Beijing~~Guangzhou Hurray! Secular Bird Culture ~~and Art Development Center,~~Communication Co., Ltd, dated March 12, ~~2007.~~2007 (incorporated by reference to Exhibit 4.120 of our annual report on Form 20-F (File No. 000-51116) filed with the Commission on June 15, 2007).


	HURRAY! HOLDING CO., LTD.

~~By:~~		By:	/s/ ~~Jesse Liu~~ Shaojian (Sean) Wang
		~~Jesse Liu~~
		~~Chief Financial Officer~~

~~Date: June 15, 2007~~


	Year ended December 31,
	2007			2006			2005
	(in U.S. dollars, except share data)
Revenues:
Wireless value-added services	$	50,038,014		$	62,512,483		$	56,062,368
Recorded music		10,488,613			6,203,418			—

Total revenues		60,526,627			68,715,901			56,062,368

Cost of revenues:
Wireless value-added services		36,394,300			40,672,113			28,634,488
Recorded music		6,232,728			3,553,144			—

Total cost of revenues		42,627,028			44,225,257			28,634,488

Gross profit		17,899,599			24,490,644			27,427,880

Operating expenses:
Product development (including stock-based compensation expense of $921, $79,587 and $4,886 for the years ended December 31, 2007, 2006 and 2005, respectively)		2,028,265			2,169,124			1,852,421
Selling and marketing (including stock-based compensation expense of $286,885, $346,456 and $9,911 for the years ended December 31, 2007, 2006 and 2005, respectively)		11,513,850			11,014,215			8,981,998
General and administrative (including stock-based compensation expense of $155,169, $117,514 and $22,775 for the years ended December 31, 2007, 2006 and 2005, respectively)		9,141,381			6,699,607			3,442,916
Provision for goodwill impairment		38,778,584			—			—

Total operating expenses		61,462,080			19,882,946			14,277,335

(Loss) income from continuing operations		(43,562,481	)		4,607,698			13,150,545
Interest income		2,313,576			2,529,419			1,390,392
Interest expense		(179,062	)		(44,765	)		(27,312	)
Other income, net		465,825			315,210			330,299

(Loss) income before provision for income taxes, earnings in equity investments, gain from disposal of subsidiary, minority interest and discontinued operations		(40,962,142	)		7,407,562			14,843,924
Income taxes (credit) expense		(182,370	)		204,980			322,800

Net (loss) income from continuing operations after income taxes before minority interests		(40,779,772	)		7,202,582			14,521,124
Equity in losses of affiliate		(62,756	)		—			—
Minority interests		688,440			562,189			—

Net (loss) income from continuing operations		(41,530,968	)		6,640,393			14,521,124
Discontinued operations:
Net (loss) income from discontinued operations, net of tax		(612,170	)		(836,448	)		4,097,608
Gain from disposal of subsidiary		192,943			—			—

Net (loss) income from discontinued operations, net of tax		(419,227	)		(836,448	)		4,097,608

Net (loss)income	$	(41,950,195	)	$	5,803,945		$	18,618,732


																					(Accumulated			Accumulated
	Series A convertible															Additional					deficit)			other			Total
	preference shares						Ordinary shares						Subscription			paid-in			Statutory		retained			comprehensive			shareholders’			Comprehensive
	Shares			Amount			Shares			Amount			receivable			capital			reserves		earnings			income (loss)			equity			income (loss)
	(in U.S. dollars, except share data)
Balance as of January 1, 2005		16,924,497		$	16,925			1,186,672,000		$	59,334		$	(50,880	)	$	16,416,197		$	2,085,269	$	19,194,506		$	(685	)	$	37,720,666
Initial public offering of shares, net of offering costs of $8,655,528		—			—			662,433,900			33,121			—			59,394,269			—		—			—			59,427,390
Conversion of Series A convertible preference shares		(16,924,497	)		(16,925	)		338,489,940			16,925			—			—			—		—			—			—
Collection of subscription receivable		—			—			—			—			50,880			—			—		—			—			50,880
Stock-based compensation from accelerated-vesting of stock options		—			—			—			—			—			16,804			—		—			—			16,804
Stock options issued to non-employees		—			—			—			—			—			20,768			—		—			—			20,768
Exercise of stock options		—			—			42,158,500			2,108			—			1,487,494			—		—			—			1,489,602
Statutory reserve		—			—			—			—			—			—			3,201,788		(3,201,788	)		—			—
Foreign currency translation adjustment		—			—			—			—			—			—			—		—			1,274,189			1,274,189		$	1,274,189
Net income		—			—			—			—			—			—			—		18,618,732			—			18,618,732			18,618,732

Balance as of December 31, 2005		—			—			2,229,754,340			111,488			—			77,335,532			5,287,057		34,611,450			1,273,504			118,619,031		$	19,892,921

Issuance of ordinary shares related to acquisition of Shanghai Magma (see Note 3)		—			—			8,955,200			448			—			539,552			—		—			—			540,000
Repurchase and cancellation of ordinary shares		—			—			(79,260,000	)		(3,963	)		—			(5,030,785	)		—		—			—			(5,034,748	)
Forward contract at fair value (See Note 3)		—			—			—			—			—			124,918			—		—			—			124,918
Stock-based compensation expense		—			—			—			—			—			543,557			—		—			—			543,557
Exercise of stock options		—			—			2,582,200			129			—			95,343			—		—			—			95,472
Statutory reserve		—			—			—			—			—			—			374,004		(374,004	)		—			—


	Series A convertible preference shares					Ordinary shares					Warrants			Subscription receivable			Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders’ equity			Comprehensive Income
	Shares		Amount			Shares		Amount			Warrants			Subscription receivable			Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders’ equity			Comprehensive Income
	(in U.S. dollars, except share data)
Balance as of January 1, 2004	12,347,966		$	12,348		1,176,000,000		$	58,800		$	2,287,966		$	(50,880	)	$	8,310,939		$	4,079,725		$	(4,748	)	$	14,694,150		$	4,542,148

Issuance of ordinary shares related to acquisitions of Beijing Palmsky and Beijing Enterprise (see Note 3).	—			—		53,360,780			2,668			—			—			7,499,799			—			—			7,502,467
Repurchase of ordinary shares related to acquisition of Beijing Enterprise (see Note 3)	—			—		(42,688,780	)		(2,134	)		—			—			(5,997,866	)		—			—			(6,000,000	)
Exercise of warrants	5,699,077			5,699		—			—			(2,287,966	)		—			6,282,222			—			—			3,999,955
Repurchase of Series A convertible preference shares	(1,122,546	)		(1,122	)	—			—			—			—			—			—			—			(1,122	)
Stock options issued to non-employees	—			—		—			—			—			—			281,186			—			—			281,186
Deemed dividends on Series A convertible preference shares	—			—		—			—			—			—			39,917			(39,917	)		—			—
Foreign currency translation adjustment	—			—		—			—			—			—			—			—			4,063			4,063		$	4,063
Net income	—			—		—			—			—			—			—			17,239,967			—			17,239,967			17,239,967

Balance as of December 31, 2004	16,924,497			16,925		1,186,672,000			59,334			—			(50,880	)		16,416,197			21,279,775			(685	)		37,720,666		$	17,244,030

Initial public offering of shares, net of offering costs of $8,655,528	—			—		662,433,900			33,121			—			—			59,394,269			—			—			59,427,390
Conversion of Series A convertible preference shares	(16,924,497	)		(16,925	)	338,489,940			16,925			—			—			—			—			—			—
Collection of subscription receivable	—			—		—			—			—			50,880			—			—			—			50,880
Stock-based compensation from accelerated-vesting of stock options	—			—		—			—			—			—			16,804			—			—			16,804


Total purchase price:
Cash consideration	$	4,035,739
Transaction costs		1,292,960

	$	5,328,699


				Amortization
				period
Aggregate purchase price allocation — Saiyu and Henan Yinshan:
Cash and cash equivalents	$	1,311,572
Accounts receivable		45,451
Other current assets		1,226
Acquired intangible assets:
Agreements with China Mobile		1,946,402			5 years
WVAS license		24,763			3 years
Goodwill (allocated to WVAS segment)		2,134,375			N/A
Property and equipment, net		9,496			3 – 5 years
Other assets		17,751
Current liabilities		(71,652	)
Non-current deferred tax liabilities		(90,685	)

Total	$	5,328,699


				Amortization
				period
Aggregate purchase price allocation — Secular Bird and Fly Songs:
Cash and cash equivalents	$	87,138
Inventory		10,747
Other current assets		116,559
Acquired intangible assets:
Artist management contract		32,293			4.6 years
Trademarks		24,644			20 years
Copyright for songs		17,846			1.9 years
Non-complete contract		4,249			3.8 years
Goodwill (allocated to recorded music segment)		253,705			N/A
Property and equipment, net		53,375			3 – 5 years
Other assets		1,402
Current liabilities		(11,108	)
Non-current deferred tax liabilities		(14,784	)

Total	$	576,066