As filed with the Securities and Exchange Commission on October 31, 2006

Registration No. 333-132814

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ON
AMENDMENT NO. 2
TO
FORM S-4

YUCHENG TECHNOLOGIES LIMITED
(Exact Name of Each Registrant as Specified in its Charter)

105 West 13^th Street, Suite 7A
New York, New York 10011
(646) 383-4832
(Address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)

Mr. Chih T. Cheung
President
Yucheng Technologies Limited
105 West 13^th Street, Suite 7A
New York, New York 10011
(646) 383-4832
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David Alan Miller, Esq.
Graubard Miller
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818-8800
Fax: (212) 818-8881

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective and all other conditions to the merger contemplated by the Agreement and Plan of Merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

        If any of the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

(1)

Based on the market price on March 27, 2006 of the common stock or the exercise price for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and Rule 457(g)(1).

(2)

No fee pursuant to Rule 457(g).

(3)

There are also being registered such indeterminable additional securities as may be issued pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions under the provisions contained in the Warrants.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

China Unistone Acquisition Corporation
105 West 13^th Street, Suite 7A
New York, New York 10011

To the Stockholders of China Unistone Acquisition Corp:

        You are cordially invited to attend a special meeting of the stockholders of China Unistone Acquisition Corporation ("China Unistone "), relating to its proposed purchase of the stock of two separate companies, both organized under the laws of the British Virgin Islands, Ahead Billion Venture Limited ("Sihitech BVI") which will hold all the equity interests of Beijing Sihitech Co., Ltd., and its subsidiaries and controlled companies ("Sihitech") and Port Wing Development Company Limited ("e-Channels BVI") which will hold all the equity interests of Beijing e-Channels Century Technology Co., Ltd ("e-Channels"). The meeting will also cover certain other related matters. The meeting will be held at 10:00 a.m., Eastern time, on November 24, 2006, at                        .

        At this meeting, you will be asked to consider and vote upon the following proposals:

        1.     to approve a securities purchase agreement, dated as of December 20, 2005 ("Purchase Agreement") among China Unistone, Sihitech BVI, e-Channels BVI and the stockholders of Sihitech BVI and e-Channels BVI, respectively (the "Selling Stockholders"), and the transactions contemplated thereby. Sihitech BVI, e-Channels BVI, and the Selling Stockholders have already approved the Purchase Agreement;

        2.     to approve the merger of China Unistone with and into a wholly owned subsidiary formed under the laws of the British Virgin Islands, with the name Yucheng Technologies Limited ("Yucheng") for the purposes of redomestication of our company to the British Virgin Islands (the "Redomestication Merger") and acquiring Sihitech BVI and e-Channels BVI; and

        3.     to approve the China Unistone 2006 Performance Equity Plan ("Stock Option Plan");

        If these proposals are approved:

•

we will acquire the businesses of Sihitech and e-Channels which operate in China;



•

we will change our corporate domicile from the State of Delaware to the British Virgin Islands, which means we will be governed by the laws of the British Virgin Islands;



•

we will change our corporate name to "Yucheng Technologies Limited" as a result of the Redomestication Merger;



•

the majority of our board of directors and officers after the acquisition will be the officers and managing directors of Sihitech and e-Channels and their designees;



•

the Yucheng Memorandum of Association and the Articles of Association will become the equivalent of our certificate of incorporation and by-laws, respectively;



•

each share of common stock of China Unistone will automatically convert into one share of common stock of Yucheng; and



•

each outstanding warrant of China Unistone will be assumed by Yucheng with the same terms, but exercisable for common stock of Yucheng.

        Yucheng will continue as a reporting company under the Securities Exchange Act of 1934, as amended, with its common stock and warrants trading on the Over-the-Counter Bulletin Board. Yucheng, however, will apply to the Nasdaq National Market for the listing of the common stock and warrants concurrent with the consummation of the Redomestication Merger. There is no assurance that this application will be approved.

        We will not consummate the transactions described under proposal 1 unless the Redomestication Merger in proposal 2 is also approved. Similarly, the Redomestication Merger will not take place if the Purchase Agreement is not approved. The approval of the Stock Option Plan in proposal 3 is not a condition to consummation for either the Purchase Agreement or the Redomestication Merger.

        The consideration to be paid for the acquisition of Sihitech BVI and e-Channels BVI will consist of cash and stock. Sihitech BVI will be acquired for an aggregate of $2,731,884 or cash in the amount equal to the total current assets minus the total current liabilities of Sihitech at closing, whichever is lower, and an aggregate of 3,754,484 common shares. E-Channels BVI will be acquired for an aggregate of $1,268,116 or cash in the amount equal to the total current assets minus the total current liabilities of e-Channels, whichever is lower, and an aggregate of 1,573,836 common shares. The aggregate maximum consideration paid at the closing will be $4,000,000 and 5,328,320 common shares (which will represent approximately 56%). Of the $4,000,000, as security for the indemnification obligations of the Selling Stockholders, $250,000 will be held back by Yucheng for 12 months after the closing and paid subject to continued retention if there is a pending claim. The holdback amount is not a limitation on the indemnification amounts which are generally limited to the full consideration paid. Of the total number of shares issued at closing, an aggregate of 773,045 common shares are contingent upon audited financial performances of Sihitech. All of the shares issued as acquisition consideration will be restricted stock and not publicly tradable without registration and locked up for twelve months after the closing.

        The Selling Stockholders may receive additional cash and stock consideration under certain conditions up to a maximum of $10,000,000 and 3,811,328 additional shares of Yucheng common stock.

        The affirmative vote of the holders of a majority of the outstanding shares of China Unistone common stock is required to approve each of the Purchase Agreement and the Redomestication Merger. The affirmative vote of holders of a majority of the shares represented and entitled to vote at the meeting is required for approval of the Stock Option Plan.

        Each China Unistone stockholder that holds shares of common stock issued in China Unistone's initial public offering has the right to vote against the stock purchase proposal and at the same time demand that China Unistone convert such stockholder's shares into cash equal to a pro rata portion of the funds held in the trust account into which a substantial portion of the net proceeds of China Unistone's initial public offering was deposited. These shares will be converted into cash only if the Purchase Agreement is consummated. However, if the holders of 690,000 or more shares of common stock issued in China Unistone's initial public offering vote against the stock purchase proposal and demand conversion of their shares, then China Unistone will not consummate the Purchase Agreement. China Unistone's initial stockholders who purchased their shares of common stock prior to its initial public offering and presently own an aggregate of 750,000 shares of common stock, or approximately 17.9% of the outstanding shares of China Unistone, have agreed to vote all of their shares on the Purchase Agreement and Redomestication Merger proposals as the majority of the other shares are voted.

        After consideration of the terms and conditions of the proposed Purchase Agreement, the Redomestication Merger and the Stock Option Plan, the board of directors of China Unistone determined on December 20, 2005 that the Purchase Agreement and the transactions contemplated thereby, the Redomestication Merger and the Stock Option Plan are in the best interests of China Unistone and its stockholders. The board of directors also received on August 29, 2006, an opinion of WR Hambrecht + Co (superseding for all purposes an earlier opinion relating to the same subject matter), that as of such date and subject to the assumptions, qualifications and limitations stated in its opinion, each of the minimum and maximum transaction consideration payable by China Unistone for the simultaneous acquisitions of Sihitech BVI and e-Channels BVI was fair, from a financial point of view, to China Unistone. The board of directors of China Unistone unanimously recommends that you vote or give instruction to vote "FOR" the approval of the Purchase Agreement, the Redomestication Merger and the Stock Option Plan.

        Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the Purchase Agreement and the transactions contemplated thereby, the Redomestication Merger and the Stock Option Plan. Whether or not you plan to attend the special meeting, we urge you to read this material carefully.

        Your vote is important. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. A signed proxy card that is returned without an indication of how to vote on a particular matter will be voted "FOR" each such proposal.

        I look forward to seeing you at the meeting.

Sincerely,   
   
Chih T. Cheung
Chairman of the Board

November 1, 2006

China Unistone Acquisition Corporation
105 West 13^th Street, Suite 7A
New York, New York 10011

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 2006

TO ALL THE STOCKHOLDERS OF CHINA UNISTONE ACQUISITION CORP:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of China Unistone Acquisition Corporation ("China Unistone"), a Delaware corporation, will be held 10:00 a.m. eastern time, on November 24, 2006, at 405 Lexington Avenue, 19th Floor, New York, New York for the following purposes:

•

To consider and vote upon a proposal to adopt the securities purchase agreement, dated as of December 20, 2005, among China Unistone, Ahead Billion Venture Limited, a British Virgin Islands company ("Sihitech BVI"), Port Wing Development Company Limited, a British Virgin Islands company ("e-Channels BVI"), and the stockholders of Sihitech BVI and e-Channels BVI, respectively (together the "Selling Stockholders"), and the transactions contemplated thereby;



•

To consider and vote upon the merger of China Unistone into its wholly owned subsidiary Yucheng Technologies Limited ("Yucheng"), formed under the laws of the British Virgin Islands, for the purposes of reincorporation and redomestication of the company into the British Virgin Islands (the "redomestication merger"); and



•

To consider and vote upon a proposal to adopt the China Unistone 2006 Performance Equity Plan.

        The board of directors has fixed the close of business on October 27, 2006 as the date for which China Unistone stockholders are entitled to receive notice of, and to vote at, the China Unistone special meeting. Only the holders of record of China Unistone common stock on that date are entitled to have their votes counted at the China Unistone special meeting. China Unistone will not transact any other business at the special meeting, except for business properly brought before the special meeting.

        Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record of China Unistone common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the securities purchase agreement and the redomestication merger. Only an affirmative vote against the proposal about the securities purchase agreement will permit a stockholder to pursue its conversion rights. A non-vote is not sufficient to permit conversion rights to be exercised.

        The board of directors of China Unistone unanimously recommends that you vote "FOR" the approval of the securities purchase agreement, the redomestication merger and the stock option plan. A proxy card that is returned without an indication of how to vote on a particular matter will be voted "FOR" each such proposal.

November 1, 2006

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

CHINA UNISTONE ACQUISITION CORPORATION
PROSPECTUS FOR UP TO 11,550,000 SHARES OF COMMON STOCK, AND
7,200,000 WARRANTS OF YUCHENG TECHNOLOGIES LIMITED
AND ONE REPRESENTATIVE UNIT PURCHASE OPTION

        The board of directors of China Unistone Acquisition Corporation ("China Unistone") and its wholly owned subsidiary, Yucheng Technologies Limited ("Yucheng") have unanimously approved the acquisition of the stock of two separate companies, both organized under the laws of the British Virgin Islands, Ahead Billion Venture Limited ("Sihitech BVI") which will hold all the equity interests of Beijing Sihitech Co., Ltd. and its subsidiaries and controlled companies ("Sihitech") and Port Wing Development Company Limited ("e-Channels BVI") which will hold all the equity interests of Beijing e-Channels Century Technology Co., Ltd. ("e-Channels"), pursuant to a securities purchase agreement with the stockholders of Sihitech BVI and e-Channels BVI (the "Selling Stockholders"). The board of directors of China Unistone also has unanimously approved the reincorporation of China Unistone from the State of Delaware to the British Virgin Islands, through a redomestication merger with Yucheng.

        In the redomestication merger, Yucheng will issue its securities in exchange for the outstanding securities of China Unistone. This prospectus covers an aggregate of 11,550,000 shares of common stock, 7,200,000 warrants and one representative unit purchase option. The aforementioned shares include 4,200,000 shares issuable in exchange for the issued and outstanding shares of common stock of China Unistone, 6,900,000 shares of common stock that may be issued on exercise of outstanding warrants, 150,000 shares of common stock that may be issued on exercise of the representative's unit purchase option and 300,000 shares of common stock that may be issued on exercise of warrants that may be issued on exercise of the representative's unit purchase option. The aforementioned warrants include 6,900,000 warrants that are issued and outstanding and 300,000 warrants that may be issued on exercise of the representative's unit purchase option. The underwriter's unit purchase option was issued in connection with the November 2004 initial public offering by China Unistone. Yucheng will issue its warrant and unit purchase option securities on the same terms as were those of China Unistone.

        China Unistone was organized to serve as a vehicle for the acquisition of a company operating in the People's Republic of China ("China" or "PRC"). Sihitech and e-Channels, with their Chinese subsidiaries provide IT services and system integration, web banking, and electronic multi-channel software and solutions to the Chinese banking industry.

        China Unistone's common stock, warrants and units are currently listed on the Over-the-Counter Bulletin Board under the symbols CUAQ:OB, CUAQW:OB and CUAQU:OB, respectively. Yucheng will apply for listing at the time of the redomestication merger on the Nasdaq National Market. The proposed symbols are YTEC and YTECW.

        This proxy statement/prospectus provides you with detailed information about the acquisition of Yucheng and redomestication merger and the special meeting of stockholders. We encourage you to carefully read this entire document and the documents incorporated by reference. [You should also carefully consider the risk factors beginning on page 30.]

        The acquisition of Yucheng and redomestication merger will be completed upon approval of at least a majority of the shares of common stock outstanding present in person or by proxy and entitled to vote at the special meeting on November 27, 2006.

        These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

        This proxy statement/prospectus is dated November 1, 2006, and is first being mailed to China Unistone stockholders on or about November 3, 2006.

TABLE OF CONTENTS

2

        This proxy statement/prospectus incorporates important business and financial information about China Unistone, Sihitech and e-Channels that is not included in or delivered with the document. This information is available without charge to security holders upon written or oral request. The request should be sent to:

Mr. Chih T. Cheung
c/o China Unistone Acquisition Corporation
105 West 13^th Street, Suite 7A
New York, New York 10011
(646) 383-4832

        To obtain timely delivery of requested materials, security holders must request the information no later than five business days before the date they submit their proxies or attend the special meeting. The latest date to request the information to be received timely is November 15, 2006.

        The consolidated financial statements of Sihitech and e-Channels are prepared using Renminbi, the currency of the PRC. For convenience, the Renminbi amounts for 2005 have been converted throughout the text of the proxy statement/prospectus into United States dollars. Until recently, the Renminbi was a controlled currency, and the exchange rate maintained by the PRC was approximately 8.27 Renminbi to one United States dollar. The Chinese government has recently altered its policy toward the rate of exchange of the Renminbi versus the US dollar. Changing from a previously fixed rate policy regarding the dollar, the Renminbi has recently been permitted to float within a fixed range against a basket of currencies, including the US dollar, Japanese Yen and European Euro, which has resulted in the Renminbi being allowed to appreciate 2% +/- 0.3% vs. the dollar. Since the company's business is presently 100 percent domestic, this change will have no effect on the company's business, but will result in a concomitant increase in its after-tax earnings when stated in dollar terms. In the future, the company's earnings stated in US dollars will fluctuate in accordance with the change in exchange rate.

        The conversion rate used for the convenience translations is 8.0702, which was the exchange rate quoted by the People's Bank of China on December 31, 2005 for United States dollars.

        Under the law of the British Virgin Islands, Yucheng is authorized to issue "ordinary shares" and holders of ordinary shares are "members." References to ordinary shares and members have been translated to common stock and stockholders, which are terms more familiar to United States persons who China Unistone believes are the majority of its stockholders.

3

QUESTIONS AND ANSWERS ABOUT THE MEETING

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5

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8

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Enforceability of Civil Liabilities Against Foreign Persons

        Yucheng is incorporated under the laws of the British Virgin Islands and the operating subsidiaries it will acquire are incorporated under the laws of the PRC and operate only in the PRC. Substantially all of the assets of Yucheng and its subsidiaries will be located in the PRC and the majority of its officers and directors and the experts named in this proxy statement / prospectus are outside the United States. Although China and the United States are signatories to the 1965 Hague Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil and Commercial Matters, service under this treaty is cumbersome and time consuming and may not result in adequate notice, such that any judgment based on service thereunder may be reopened, relitigated and overturned. Therefore, an investor should understand it is not likely that service of process upon the company or its subsidiaries, its officers and directors, its assets and experts will be obtainable within the United States or for actions Yucheng originating in the United States.

        It will be difficult for investors to enforce a judgment against Yucheng or its subsidiaries or its assets outside of the United States if obtained in the United States in any actions, including actions predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any State of the United States. In addition, the directors and executive officers and certain of the experts named in this proxy statement / prospectus are resident outside the United States, and all or a substantial portion of the assets of these persons are or may be located outside the United States. Therefore, it may not be possible for investors to effect service of process within the United States upon them, or to enforce against them any judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States or of the United States securities laws of any State of the United States.

        The difficulty of enforcing a judgment of a United States court in the PRC, where most of the assets of the company are located and which is the residence of most of the directors and officers of the company, stems from the lack of any official arrangement providing for judicial assistance to the enforcement of judgments of courts of the United States in the PRC. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts within the United States. In the absence of such a treaty, judgments of United States courts will not be enforced in the PRC without review of the merits of the claims and the claims brought in the Yucheng action in the United States court will have to be re-litigated on their merits.

        Likewise, administrative actions brought by regulatory authorities, such as the SEC, and other actions, which result in foreign court judgments, could (assuming such actions are not required by PRC law to be arbitrated) only be enforced in the PRC if such judgments or rulings do not violate the basic principles of the laws of the PRC or the sovereignty, security and public interest of the society of China, as determined by a People's Court of China that has jurisdiction for recognition and enforcement of judgments.

        There is doubt as to the enforceability in the PRC of any actions to enforce judgments of United States or British Virgin Islands courts arising out of or based on the ownership of the securities of Yucheng, including judgments arising out of or based on the civil liability provisions of United States federal or state securities laws, and whether PRC courts would enforce, in original actions, judgments against Yucheng, its directors and officers and assets in the PRC predicated solely upon the federal securities laws of the United States. An original action may be brought in the PRC against Yucheng or its subsidiaries or its directors and officers and experts named in this prospectus/proxy statement only if the actions are not required to be arbitrated by PRC law and only if the facts alleged in the complaint give rise to a cause of action under PRC law. In connection with such an original action, a PRC court may award civil liability, including monetary damages.

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SUMMARY

Summary

        This section summarizes material items related to the proposals to be voted on. These items are described in greater detail elsewhere in this proxy statement/prospectus. You should carefully read this proxy statement/prospectus and the other documents to which this proxy statement/prospectus refers you. See "Where You Can Find More Information."

The Companies

China Unistone

        China Unistone is a blank check company organized as a corporation under the laws of the State of Delaware on May 7, 2004. It was formed to effect a business combination with an unidentified operating business having operations based in China. On November 18, 2004, China Unistone successfully consummated an initial public offering of its equity securities from which it derived gross proceeds of approximately $20,700,000 and net proceeds of approximately $18,273,000. The prices of China Unistone's common stock, warrants to purchase common stock and units (each unit consisting of one share of common stock and two warrants to purchase common stock) are quoted on the Over-the-Counter Bulletin Board under the symbols CUAC for the common stock, CUACW for the warrants and CUACU for the units. Approximately $17,595,000 of the net proceeds of the initial public offering was placed in a trust account and will be released to China Unistone upon consummation of the stock purchase, subject to the exercise of conversion rights by holders of less than 20% of the China Unistone stock issued in the initial public offering. The balance of the net proceeds of approximately $678,000 has been used by China Unistone to pay the expenses incurred in its pursuit of a business combination. Up to and including June 30, 2006, China Unistone has incurred a total of approximately $957,152 in expenses, and as a result has current liabilities of approximately $774,145 (excluding deferred interest). The most significant expenses incurred to date include approximately $327,978 in legal and accounting fees, $216,033 in travel expenses, $7,500 in monthly office expenses payable to BZB Leasing aggregating $144,000, and premiums for general and officer and director insurance of approximately $77,218. The accrued liabilities will be paid by the combined company from the capital it will obtain from the funds previously placed in the trust account. Other than its initial public offering and the pursuit of a business combination, China Unistone has not engaged in any business to date. If China Unistone does not consummate a business combination by November 24, 2006, then, pursuant to article fifth of its certificate of incorporation, China Unistone's officers must take all actions necessary to dissolve and liquidate China Unistone within 60 days.

        The mailing address of China Unistone's principal executive office is China Unistone Acquisition Corporation, 105 West 13^th Street, Suite 7A, New York, New York 10011, and its telephone number is (646) 383-4832.

The Sihitech and e-Channels Parties

        Since their inceptions, Sihitech and e-Channels have provided call center platform, web banking software and other IT solutions and services to top-tier local banks in China. Both companies have built reputations within their industry segments with proven management and a successful operating track record.

        As a combined entity, Yucheng anticipates being able to capture larger market shares with its existing client base and plans to expand its core offerings to other participants in the financial services industry in the future, including smaller regional banks, insurance companies, investment banks and securities firms. It plans to do this by cross-selling and capitalizing on its greater resources, multiplicity of products, human resources and capital. There can be no assurance that Yucheng will be able to grow its business or improve its revenues or profits.

11

        Sihitech and e-Channels had combined revenues of $25.2 million and total net income of $3.1 million for the year ended December 31, 2005 and combined revenues of $14.6 million and total net income of $2.2 million for the six months ended June 30, 2006. Post closing, Yucheng will have six operating subsidiaries which include Sihitech, e-Channels, Beijing Sihitech Software, Shanghai Sihitech, Shanghai Sihitech Software and Guangzhou Sihitech. There also will be two representative offices in Fuzhou and Xian. The combined company will have a combined employee staff of approximately 550 employees.

The Business Combination*

*

See Annex K setting forth a chart of the corporate structure of the companies before and after the transactions described herein.

The securities purchase agreement provides for China Unistone, through Yucheng, to acquire all the equity interests of Sihitech and its wholly owned and controlled subsidiaries and e-Channels through the acquisition of Sihitech BVI and e-Channels BVI from their respective corporate shareholders. The Selling Stockholders on behalf of Sihitech BVI are Sihitech Company Limited, Mega Capital Group Services Limited, Profit Loyal Consultants Limited, all of which are BVI companies, and are owned by individual persons who were the equity owners of Sihitech. The Selling Stockholders on behalf of e-Channels BVI are Elite Concord International Limited, China Century Holdings Group Limited and Shinning Growth Investment Group Limited, all of which are BVI companies and are owned by individual persons who were the equity owners of e-Channels. For the purpose of accomplishing the acquisition of Sihitech BVI and e-Channels BVI, the individual persons that owned the equity interests of Sihitech and e-Channels, entered into reorganization agreements whereby their equity ownership interests were first transferred to holding companies organized under the laws of the PRC, which holding companies became subsidiaries of Sihitech BVI and e-Channels BVI, respectively, on an exchange of those equity interests with the Selling Stockholders.

        Sihitech is a limited liability company established in Beijing, under the laws of the PRC on June 16, 1999. On December 31, 2005, Sihitech had four majority-owned subsidiaries, which are Beijing Sihitech Software Co., Ltd., Shanghai Sihitech Technology Co., Ltd., Beijing Sihitech Information Consulting Co., Ltd., and Guangzhou Sihitech Technology Co, Ltd., of which it holds an 80% equity interest in each, and a wholly owned subsidiary, Shanghai Sihitech Software Co., Ltd. established in May 2005. Prior to 2003, the Company only held a 50% equity interest in Guangzhou Sihitech Software Co, Ltd. Sihitech also has three affiliated companies, which are Beijing Hengli Plastic Machinery Co., Ltd, Shanghai Sihitech Sanjian Technology Co., Ltd. and Beijing Sihitech Shuyi Technology Co., Ltd., of which Sihitech holds an equity interest of 50%, 50% and 35%, respectively.

        Prior to January 1, 2006, the Corporation Act of the PRC required that any limited liability company needs to be formed by at least two parties. With respect to the Sihitech subsidiaries, they were all incorporated with similar shareholding structures with Sihitech owning 80% and minority shareholders owning 20%. As of December 31, 2005, the minority shareholders are as the following:

        Beijing Sihitech Software Co., Ltd., Ms. Yanmei Wang: 8%, Ms. Hong Wu: 12%;

        Shanghai Sihitech Technology Co., Ltd., Mr. Weidong Hong: 20%

        Beijing Sihitech Information Consulting Co., Ltd., Mr. Zhifeng Wang: 20%

        Guangzhou Sihitech Technology Co., Ltd., Mr. Weidong Hong: 20%

        The above minority shareholders have all signed agreements with and issued powers of attorney to Sihitech authorizing it to perform all of their shareholder rights, including but not limited to voting, nomination and selection of directors and management, making decisions on operations and management, beneficiary right and shares assignment or pledge. Sihitech shall enjoy the rights of the minority shareholders and bear the civil liabilities and obligations thereof. The powers of attorney

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issued by the above minority shareholders are irrevocable and unconditional during the period of existence of these subsidiaries. None of the parties to the transaction has obtained an opinion of PRC counsel as to the enforceability of the powers of attorney as to the control rights set forth in them. From the accounting reporting perspective, all above majority-owned subsidiaries are consolidated and reported as wholly owned subsidiaries in 2005.

        e-Channels is a limited liability company established in Beijing under the laws of the PRC in February 2001.

        At the time of closing of the securities purchase agreement, China Unistone will merge with and into Yucheng for the purpose of redomestication out of the United States. One of the primary purposes of this merger is to align the taxation of the business operations with the location of the business operations and assets. By leaving the United States, the income of Yucheng should only be taxed by the Chinese authorities, and dividend income will not be taxed in the United States. Additionally, it is likely that operating under Chinese law will provide greater corporate flexibility to structure the business of Yucheng within China and effect future acquisitions and reorganizations under Chinese law. Simultaneously with the redomestication merger, Yucheng will acquire all of the issued and outstanding stock of Sihitech BVI and e-Channels BVI, gaining control of Sihitech and its subsidiaries, and e-Channels. Pursuant to the redomestication merger, all of the China Unistone common stock held by China Unistone's stockholders will be converted into common stock of Yucheng and the outstanding warrants of China Unistone will be assumed by Yucheng.

        The consideration for the acquisition of Sihitech BVI and e-Channels BVI will consist of cash and stock. Sihitech BVI will be acquired for an aggregate of $2,731,884 or cash in the amount equal to the total current assets minus the total current liabilities of Sihitech at closing, whichever is lower, and an aggregate of 3,754,484 common shares. E-Channels BVI will be acquired for an aggregate of $1,268,116 or cash in the amount equal to the total current assets minus the total current liabilities of e-Channels, whichever is lower, and an aggregate of 1,573,836 common shares. The aggregate maximum consideration paid at the closing will be $4,000,000 and 5,328,320 common shares. Of the $4,000,000, as security for the indemnification obligations of the Selling Stockholders, $250,000 will be held back by Yucheng for 12 months after the closing and paid subject to continued retention if there is a pending claim. The holdback amount is not a limitation on the indemnification amounts which are generally limited to the full consideration paid. Of the total number of shares issued, an aggregate of 773,045 common shares of Yucheng will be issued to the Sihitech BVI Selling Stockholders at the closing, subject to return and cancellation, if the net profit as shown in the audited consolidated financial statements of Yucheng (prepared in accordance with US GAAP) for the year ended December 31, 2006, plus all the compliance expenses of being public, is less than $6,073,941. The compliance expenses are those paid to third parties and filing fees paid in connection with compliance with applicable securities laws, governmental authorities and the Sarbanes-Oxley Act of 2002. All of the shares will be locked up for twelve months after the closing and will not be freely tradable unless registered for resale by the holder.

        The Selling Stockholders may receive additional cash and stock consideration under certain conditions. The additional consideration will be determined without regard to the exchange or trading medium on which it is traded. Additional cash payments will be made to the Selling Stockholders, to be allocated in proportion to the percentage of the shares of Yucheng owned as a result of the transaction immediately upon closing, as follows:

•

$5,000,000 if, prior to December 31, 2009, Yucheng receives an aggregate of $34,500,000 in gross proceeds in additional financing, including from the exercise of outstanding public warrants, the successful completion of a secondary offering, or a private investment by a strategic investor,



•

$1,000,000 if the average closing price of the stock of China Unistone and/or Yucheng in any sixty consecutive trading days of 2006 is above $10.00,

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•

$2,000,000 if the average closing price of the stock of China Unistone and/or Yucheng in any sixty consecutive trading days of 2007 is above $12.00, and



•

$3,000,000 if the average closing price of the stock of China Unistone and/or Yucheng in any sixty consecutive trading days of 2008 is above $14.40, but



•

notwithstanding the foregoing, the maximum amounts paid under the above four events shall not be more than $10,000,000.

        Additional shares, on an all-or-none basis, may be issued to the management team of Yucheng, the members of which will be determined by the board of directors but necessarily include the chairman of the board, the chief executive officer and the chief operating officer of Yucheng, aggregating 952,832 shares each year for the four years beginning in 2008, if the Yucheng consolidated financial statements reflect net profits for the prior year indicated in the following scheduled amounts. If the net profits are not achieved, the obligation to issue the common shares for that year is terminated, with no effect on subsequent years.

        All the above additional purchase price consideration was agreed upon to provide incentive to the management of Yucheng to achieve its goals of business growth.

        China Unistone and the Selling Stockholders plan to complete the stock purchase promptly after the China Unistone special meeting, provided that:

•

China Unistone's stockholders have approved the securities purchase agreement and the redomestication merger proposals;



•

holders of less than 20% of the shares of common stock issued in China Unistone's initial public offering vote against the stock purchase proposal and demand conversion of their shares into cash; and



•

the other conditions specified in the securities purchase agreement have been satisfied or waived.

        E.J. McKay & Co., a company formed under the laws of the PRC, which is owned/controlled by Mr. James Z. Li, the current chief executive officer and a director of China Unistone, assisted China Unistone in identifying potential acquisition candidates and performing due diligence and other assessments of such candidates selected for discussions and negotiations, including Sihitech and e-Channels. China Unistone agreed to reimburse E.J. McKay & Co. only for its expenses incurred in connection with its services. E. J. McKay & Co. will not be paid any other compensation. To date, China Unistone has paid $52,519 to E.J. McKay & Co. and expects to pay approximately an additional $20,000 at closing for unreimbursed expenses.

The Securities Purchase Agreement

        The securities purchase agreement is included as an annex to this proxy statement/prospectus. We encourage you to read the securities purchase agreement. It is the legal document that governs the stock purchase and the other transactions contemplated by the securities purchase agreement. It is also described in detail elsewhere in this proxy statement/prospectus.

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The China Unistone Stock Option Plan

        The stock option plan reserves 1,500,000 shares of China Unistone common stock for issuance in accordance with the plan's terms. The purpose of the stock option plan is to enable China Unistone to offer its employees, officers, directors and consultants whose past, present and/or potential contributions to China Unistone have been, are or will be important to the success of China Unistone, an opportunity to acquire a proprietary interest in China Unistone. The various types of awards that may be provided under the stock option plan will enable China Unistone to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business. Upon the redomestication merger, the plan will become that of Yucheng, and will be administered by the board of directors of Yucheng using the common stock of Yucheng instead of China Unistone common stock.

        The stock option plan is included as an annex to this proxy statement/prospectus. We encourage you to read the stock option plan in its entirety.

Management

        After the consummation of the stock purchase and of the redomestication merger, the board of directors of the surviving corporation will be Messrs. Weidong Hong, Shuo Zeng, Chih T. Cheung, Tao Huang, Chi Wei Joong, Li Liao and Henry Wang.

        Each of Messrs Weidong Hong, Shuo Zeng and Chih T. Cheung will enter into a three-year employment agreement with Yucheng. Mr. Hong will be employed as the chief executive officer, Mr. Zeng will be employed as the chief operating officer and Mr. Cheung will be the non-executive chairman of the board.

        Mr. Peter Li, the current chief financial officer of Sihitech, will be the chief financial officer of Yucheng.

Special Meeting of China Unistone's Stockholders

        Date, time and place.    The special meeting of the stockholders of China Unistone will be held at 10:00 a.m., eastern time, on November 24, 2006, at 405 Lexington Avenue, 19th Floor, New York, New York to approve the stock purchase, the redomestication merger, and the stock option plan proposals.

Approval of the Stockholders of Sihitech BVI and e-Channels BVI and Related Companies

        The corporate stockholders of Sihitech BVI and e-Channels BVI have approved the stock purchase proposal and the transactions contemplated thereby by virtue of the execution of the securities purchase agreement. In addition, the beneficial owners of these corporate stockholders have taken action to reorganize the holdings of Sihitech and e-Channels in the PRC and obtained the necessary approvals of the PRC authorities to transfer the equity interests of the PRC companies to Sihitech BVI and e-Channels BVI. No other approval of the transaction is required by any of the shareholders of the corporate stockholders or holders of the minority interests of the subsidiaries of Sihitech.

Voting Power; Record Date

        You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of China Unistone common stock at the close of business on October 27, 2006, which is the record date for the special meeting. You will have one vote for each share of China Unistone common stock you owned at the close of business on the record date. China Unistone warrants do not have voting rights. On the record date, there were 4,200,000 outstanding shares of China Unistone common stock.

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Vote Required to Approve the Proposals

        The approval of the securities purchase agreement proposal will require the affirmative vote of the holders of a majority of the outstanding shares of China Unistone common stock on the record date.

        The approval of the redomestication merger proposal will require the affirmative vote of the holders of a majority of the outstanding shares of China Unistone common stock on the record date.

        The approval of the stock option plan proposal will require the affirmative vote of the holders of a majority of the shares represented and entitled to vote at the meeting.

Relation of Proposals

        The stock purchase will not be consummated unless the redomestication merger proposal is approved, and the redomestication merger will not be consummated unless the stock purchase proposal is approved. The approval of the stock option plan is not a condition to consummation of either the stock purchase or the redomestication merger proposals.

Conversion Rights

        Pursuant to China Unistone's certificate of incorporation, a holder of shares of China Unistone's common stock issued in its initial public offering, if the stockholder affirmatively votes against the stock purchase agreement and related transactions, may demand that China Unistone convert such shares into cash. [A broker non-vote and abstention are not the equivalent of an affirmative vote against the stock purchase proposal.] This demand must be made in writing at the same time that the stockholder votes against the stock purchase proposal. If so demanded, China Unistone will convert each share of common stock into a pro rata portion of the trust account as of the record date. If you exercise your conversion rights, then you will be exchanging your shares of China Unistone common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the effective time of the stock purchase and then tender your stock certificate to the combined company. If the stock purchase is not completed, then these shares will not be converted into cash at that time.

        The stock purchase will not be consummated if the holders of 20% or more of common stock issued in China Unistone's initial public offering (690,000 shares or more) exercise their conversion rights.

Appraisal Rights

        Appraisal rights are available under the Delaware General Corporation Law for the stockholders of China Unistone in connection with the redomestication merger proposal. The procedure to exercise appraisal rights is described in detail elsewhere in this proxy statement. For a more complete discussion of appraisal rights, see pages 85 to 87 and Annex I.

Proxies

        Proxies may be solicited by mail, telephone or in person.

        If you grant a proxy, you may still vote your shares in person if you revoke your proxy before the special meeting.

Stock Ownership

        On the record date, directors and executive officers of China Unistone and their affiliates (the "Management Shareholders") beneficially owned and were entitled to vote 641,250 shares of China Unistone's common stock. In addition, there are four additional persons who beneficially own 108,750

16

shares of common stock acquired prior to the initial public offering. Together the Management Shareholders and these stockholders are the "Initial Shareholders." The total of these two groups of shares represent 750,000 shares or approximately 17.9% of China Unistone's issued and outstanding common stock. In connection with its initial public offering, China Unistone and EarlyBirdCapital, Inc. entered into agreements with each of the Initial Shareholders, pursuant to which each Initial Stockholder agreed to vote his or its shares of China Unistone common stock on the business combination in accordance with the majority of the votes cast by the holders of shares issued in connection with the initial public offering.

China Unistone's Board of Directors' Recommendation

        After consideration, China Unistone's board of directors has determined unanimously that the securities purchase agreement proposal with Sihitech BVI and e-Channels BVI, the redomestication merger proposal, and the stock option proposal are fair to, and in the best interests of, China Unistone and its stockholders. China Unistone's board has unanimously approved and declared advisable the securities purchase agreement proposal, the redomestication merger proposal and the stock option plan proposal, and unanimously recommends that you vote or instruct your vote to be cast "FOR" the adoption of the stock purchase proposal, the redomestication merger proposal, and the stock option plan proposal. For a more complete discussion of the reason for the recommendation, see pages    to    .

Interests of China Unistone Directors and Officers in the Stock Purchase

        When you consider the recommendation of China Unistone's board of directors that you vote in favor of adoption of the stock purchase proposal, you should keep in mind that a number of China Unistone's executives and members of China Unistone's board have interests in the securities purchase agreement that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•

If the securities purchase agreement is not approved and China Unistone fails to consummate an alternative transaction within the time allotted pursuant to its certificate of incorporation, China Unistone would be required to liquidate. In such event, the shares of common stock held by China Unistone's directors and officers would be worthless because China Unistone's directors and officers are not entitled to receive any of the liquidation proceeds and any warranty they hold will expire worthless;



•

China Unistone's executives and directors own a total 641,250 shares of China Unistone common stock that have a total market value of $3,552,525 based on China Unistone's share price of $5.54 as of October 27, 2006, the record date. They also own an aggregate of 900,002 common stock purchase warrants that have a total market value of $1,080,002 based on the China Unistone warrant price of $1.20 as of October 27, 2006, the record date. Because as China Unistone's directors and executives are contractually prohibited from selling their shares prior to November 24, 2007, during which time the value of the shares may increase or decrease. Therefore, it is impossible to determine what financial impact the stock purchase agreement and acquisition will have on China Unistone's directors and executives, but because the 641,250 shares were purchase for $.033 per share, it is likely they will profit regardless of how successful Yucheng is in the future;



•

The transactions contemplated by the securities purchase agreement provide that Mr. Chih T. Cheung will be a director of Yucheng;



•

After completion of the acquisition, Mr. Chih T. Cheung will have an employment agreement with Yucheng, which provides for a three year employment period at an annual salary of $50,000

17

and the opportunity to be granted stock options and other employment related benefits solely for his serving as non-executive chairman of the board;

•

After completion of the acquisition, Mr. James Preissler will have a consulting agreement with Yucheng, under which Mr. Preissler will provide ten hours per week of United States-based investor relations and business strategy services commencing at closing for a period of 24 months at the monthly rate of $4,166, payable in advance at closing in the aggregate for a total of $100,000, not subject to return on cancellation or termination of the agreement.



•

Messrs. Chih Cheung, James Li and James Preissler, three of China Unistone's directors and officers will be jointly and severally liable for the termination fee of $200,000 that is payable to the stockholders of Selling Stockholders if the securities purchase agreement is terminated under certain limited conditions; and



•

If China Unistone is liquidated without having consummated a business combination, each of Chih T. Cheung, the chairman of the board, James Z. Li, the chief executive officer and secretary, and James Preissler, the chief financial officer, will be personally liable to pay the debts and obligations of China Unistone to vendors that are owed money for services and products in excess of the proceeds of the initial public offering not held in the trust account, and it is possible that Messrs. Cheung, Li and Preissler may not be able to satisfy those obligations.

Conditions to the Completion of the Stock Purchase

Conditions of Both Parties

        The adoption of the securities purchase agreement will require the affirmative vote of the holders of a majority of the outstanding common stock of China Unistone. The holders of the common stock of China Unistone issued prior to its initial public offering, including the current officers and directors of China Unistone, have agreed to vote their shares in the matter of the approval of the securities purchase agreement to the same effect as the majority of the shares sold in the initial public offering ("Public Shares") are voted. Additionally, if holders owning 20% or more of the Public Shares vote against the transaction and exercise their right to convert their Public Shares into a pro-rata portion of the funds held in trust by China Unistone for the benefit of the holders of the Public Shares, then the transaction contemplated by the Agreement cannot be consummated.

        The necessary governmental approvals shall have been obtained on an unconditional basis for the acquisition of 100% of the equity interest in Sihitech by Sihitech BVI in accordance with the Onshore Sihitech SPA Agreements and for the 100% of the equity interest in e-Channels by e-Channels BVI in accordance with the Onshore e-Channels SPA Agreements. Each of Sihitech and e-Channels will have been converted into a company wholly owned by Sihitech BVI and e-Channels BVI for PRC regulatory purposes and receive a business license therefore. (describe above and put in list of exhibits)

        In addition, the consummation of the transactions contemplated by the securities purchase agreement is conditioned upon (i) no order, stay, judgment or decree being issued by any governmental authority preventing, restraining or prohibiting in whole or in part, the consummation of such transactions, (ii) the execution and delivery to each party of each of the various transaction documents, (iii) the delivery by each party to the other party of a certificate to the effect that the representations and warranties of each party are true and correct in all material respects as of the closing and all covenants contained in the securities purchase agreement have been materially complied with by each party, and (iv) the receipt of necessary consents and approvals by third parties and the completion of necessary proceedings.

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Additional Conditions to Closing for Selling Stockholders

        The obligations of the Selling Stockholders to consummate the transactions contemplated by the Agreement also are conditioned upon each of the following, among other things:

(i)

There shall have been no material adverse change in the assets, liabilities, financial condition or prospects of China Unistone or Yucheng;



(ii)

There shall not have been a material adverse effect on the operations, financial condition or prospects of China Unistone or Yucheng;

        At the closing, the directors and officers of China Unistone will have resigned; and

        Yucheng will have entered into employment agreements with Messrs. Weidong Hong, Shuo Zeng and Chih T. Cheung.

Additional Conditions to Closing for China Unistone and Yucheng

        The obligations of China Unistone to consummate the transactions contemplated by the securities purchase agreement also are conditioned upon each of the following, among other things:

(i)

At the closing, there shall have been no material adverse change in the assets, liabilities, financial condition or prospects of Sihitech or e-Channels or their businesses since the date of the financial statements provided before the date of the securities purchase agreement and as described in this proxy statement/prospectus; and



(ii)

There shall not have been a material adverse effect on the operations, financial condition or prospects of Sihitech and e-Channels.

No Solicitation

        The securities purchase agreement contains detailed provisions prohibiting each of China Unistone, Sihitech, e-Channels and the Selling Stockholders from seeking an alternative transaction. These covenants generally prohibit China Unistone, Sihitech, e-Channels and the Selling Stockholders, as well as their officers, directors, subsidiaries, employees, agents and representatives, from taking any action to solicit an alternative acquisition proposal. The securities purchase agreement does not, however, prohibit China Unistone from considering an unsolicited bona fide written superior proposal from a third party. The approval of the securities purchase agreement by the Selling Stockholders has already been given, and no proposal from a third party will be effective to revoke or withdraw that approval.

Termination, Amendment and Waiver

        The securities purchase agreement may be terminated at any time prior to the consummation of the stock purchase, whether before or after receipt of the China Unistone stockholder approval, as follows:

•

By mutual written consent of China Unistone on the one hand and Selling Stockholders on the other hand;



•

By either party if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, ruling or other action is final and nonappealable;



•

By either party if the closing has not occurred by November 24, 2006;



•

By either party if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in breach;

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•

by Selling Stockholders if the board of directors of China Unistone shall have failed to recommend or withdrawn or modified in a manner adverse its approval or recommendation of the securities purchase agreement or any of the transactions contemplated thereby;



•

by China Unistone if the board of directors determines in good faith, based on the advice of outside counsel that the failure to terminate the securities purchase agreement would result in the board of directors breaching its fiduciary duties to the stockholders by reason of the pendency of an unsolicited, bona fide written proposal for a superior transaction; or



•

By either party if, at the China Unistone stockholder meeting, the securities purchase agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of China Unistone's common stock, or 20% or more of the Public Shares request conversion of their shares into the pro rata portion of the trust fund in accordance with China Unistone's certificate of incorporation.

        In the event of a termination of the securities purchase agreement, each of the parties will bear its own expenses of the transaction. Notwithstanding the foregoing, if the securities purchase agreement is terminated because China Unistone terminates because of the others breach then it will be entitled to $200,000 from the Selling Stockholders on a joint and several basis. If the Agreement is terminated by the Selling Stockholders for a breach by China Unistone or withdrawal of the China Unistone recommendations of the transaction, then Messrs. Cheung, Li and Preissler, current directors and officers of China Unistone, jointly and severally in accordance with their percentage ownership of China Unistone before the public offering, will pay $200,000 to the Selling Stockholders.

        None of Sihitech, e-Channels and the Selling Stockholders have any right to damages from China Unistone or Yucheng and they have no right to any amount held in the trust account of China Unistone. The Sihitech, e-Channels and the Selling Stockholders have agreed not to make any claim against China Unistone and Yucheng that would adversely affect the business, operations or prospects of China Unistone and Yucheng or the amount of the funds held in the trust account.

Quotation or Listing

        China Unistone's outstanding common stock, warrants and units are quoted on the Over-the-Counter Bulletin Board. The closing prices for these securities on October 27, 2006, the record date, were $5.54, $7.50 and $1.20, respectively.

        Yucheng has applied for listing of the common stock and warrants of Yucheng to be issued at the consummation of the securities purchase agreement on the Nasdaq National Market. The proposed symbols for Nasdaq are YTEC and YTECW. Seeking the Nasdaq listing is an obligation of China Unistone under the securities purchase agreement, but not a condition to the consummation of the transactions. If Nasdaq listing is not achieved, it is anticipated that the common stock and warrants will continue to trade on the OTCBB. There can be no assurance that the Yucheng securities will be listed on The Nasdaq National Market.

Governance and Voting Arrangements after the Purchase

        The board of the combined company will initially consist of seven members. The securities purchase agreement provides that the board may have up to nine members and further provides that four of whom may be designated by the former stockholders of Sihitech, two of whom may be designated by the former stockholders of e-Channels and three of whom may be designated by Messrs. Chih T. Cheung and James Z. Li. At the closing, the Selling Stockholders, Chih T. Cheung and James Z. Li will enter into a voting agreement with a term of three years. The composition of the board will comply with the independent director requirements of any exchange on which the securities of Yucheng are listed.

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Indemnification by Yucheng Stockholders

        The Selling Stockholders have agreed to indemnify China Unistone and Yucheng for breaches of their representations, warranties and covenants. In order to secure the indemnity obligation, $250,000 of the cash portion of the purchase price will be retained by Yucheng. The funds do not represent the exclusive remedy for losses incurred in connection with a breach by the Selling Stockholders. The holdback will only be available to satisfy claims against the Yucheng Parties that are made within one year after the completion of the securities purchase. On the one-year anniversary of completion of the stock purchase, any remaining holdback that has not been used to satisfy damages will be released to the Selling Stockholders, however, certain rights to indemnification survive for longer periods.

Comparison of Stockholders Rights

        In connection with the consummation of the securities purchase agreement, China Unistone has formed a wholly owned subsidiary under the laws of the British Virgin Islands, under the name of Yucheng. China Unistone will, if the stock purchase proposal and redomestication merger proposal are approved, merge with Yucheng, effectively changing its jurisdiction of incorporation from Delaware to the British Virgin Islands. China Unistone's common stock will be converted into common stock of Yucheng. The rights of China Unistone stockholders will change accordingly. A comparison of the rights of stockholders under Delaware and British Virgin Islands law is included on pages 87 to 93 of this proxy statement/prospectus.

Material United States Federal Income Tax Consequences of the Stock Purchase

        China Unistone has obtained an opinion from Graubard Miller, its counsel, which indicates that the redomestication merger will qualify as a reorganization for United States income tax purposes. No gain or loss will be recognized by the stockholders on the exchange of the China Unistone common stock for the stock of Yucheng, provided no holder of China Unistone common stock owns 5% or more of the stock of Yucheng following the redomestication merger. Stockholders of China Unistone are encouraged to consult their own tax advisors, because the tax consequences may be different among the stockholders depending on their personal circumstances.

        China Unistone also believes that it will not incur any material amount of federal tax as a result of the redomestication merger. It is expected that China Unistone will not recognize any gain or loss as a result of the stock purchase or redomestication merger with Yucheng. An evaluation will be made to establish whether China Unistone has any intangible assets which will be transferred to Yucheng in connection with the redomestication merger. If there are any such intangible assets it is not expected that they will be of a substantial amount and any federal income tax will not be of material significance. The IRS may not agree with this conclusion. In such an event, there may be a significant tax obligation for Yucheng, the surviving company, to pay based on the value of its assets at the time of the merger.

Accounting Treatment

        In this three party transaction, Sihitech BVI will be treated as the accounting acquirer since Sihitech BVI shareholders will have a significant ownership percentage of the combined shares, the right to nominate and have elected four directors, significant management control of the combined company and its portion of the combined company historically has generated the largest segment of revenues. The transaction between China Unistone and Sihitech BVI will be accounted for as a recapitalization of Sihitech BVI. Since China Unistone is not an operating company, the stock purchase will be treated as the issuance of shares of Sihitech BVI for the net tangible assets (consisting principally of cash and short term investments) of China Unistone and there will be no goodwill recorded in this portion of the stock purchase. The transaction between this recapitalized Sihitech BVI

21

and e-Channels BVI will be accounted for using the purchase method, with the assets and liabilities of e-Channels recorded at their fair market value. In addition, goodwill, if any, will be recorded for the excess of the purchase price over the market value of the net identifiable assets.

Regulatory Matters

        The stock purchase and the transactions contemplated by the securities purchase agreement are not subject to any federal or state regulatory requirement or approval, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act, except for securities law and corporate filings necessary to effectuate the transactions contemplated by the stock purchase and redomestication merger proposals with the State of Delaware and the British Virgin Islands.

Board Solicitation

        Your proxy is being solicited by the board of directors of China Unistone on each of the three proposals being presented to the stockholders at the special meeting.

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SELECTED HISTORICAL FINANCIAL INFORMATION

        We are providing the following financial information to assist you in your analysis of the financial aspects of the stock purchase. We derived the historical information of Sihitech and e-Channels from the audited financial statements of Sihitech and e-Channels as of December 31, 2005, 2004 and 2003 and for each of the years in the three-year period ended December 31, 2005. The unaudited financial information as at, and for the period ending, June 30, 2006, was derived from the internal accounting records of Sihitech and e-Channels, respectively. We derived the historical information of Sihitech and e-Channels from the unaudited management accounts of Sihitech and e-Channels as of December 31, 2002 and 2001 and for the years ended December 31, 2002 and 2001. We derived the China Unistone historical information from the audited financial statements of China Unistone as of December 31, 2005 and 2004, and for the periods then ended and from the unaudited financial statements at June 30, 2006 and 2005 and for the six-month periods then ended. The information is only a summary and should be read in conjunction with each company's historical consolidated financial statements and related notes contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Yucheng, China Unistone or the combined company resulting from the business combination.

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SIHITECH HISTORICAL FINANCIAL INFORMATION

(1)

If Sihitech and its subsidiaries had not had tax holidays and reduced favorable tax rates, net income would have been as follows:

24

e-CHANNELS HISTORICAL FINANCIAL INFORMATION

(1)

If e-channels had not had tax holidays, net income would have been as follows:

25

CHINA UNISTONE HISTORICAL FINANCIAL INFORMATION

26

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

        In this three party transaction, Sihitech BVI will be treated as the accounting acquirer since Sihitech BVI shareholders will have the most significant ownership percentage of the combined shares, the right to nominate and have elected four directors, significant management control of the combined company and its portion of the combined company historically has generated the largest segment of revenues. The transaction between China Unistone and Sihitech BVI will be accounted for as a recapitalization of Sihitech BVI. Since China Unistone is not an operating company, the stock purchase will be treated as the issuance of shares of Sihitech BVI for the net tangible assets (consisting principally of cash and short term investments) of China Unistone and there will be no goodwill recorded in this portion of the stock purchase. The transaction between this recapitalized Sihitech BVI and e-Channels BVI will be accounted for using the purchase method, with the assets and liabilities of e-Channels recorded at their fair market value. In addition, goodwill, if any, will be recorded for the excess of the purchase price over the market value of the net identifiable assets.

        We have presented below selected unaudited pro forma combined financial information that reflects the purchase method of accounting and is intended to provide you with a better picture of what our businesses might have looked like had they actually been combined. The combined financial information may have been different had the companies actually been combined. The selected unaudited pro forma combined financial information does not reflect the effect of asset dispositions, if any, or cost savings that may result from the stock purchase. You should not rely on the selected unaudited pro forma combined financial information as being indicative of the historical results that would have occurred had the companies been combined or the future results that may be achieved after the stock purchase. The following selected unaudited pro forma combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes thereto included elsewhere in this proxy statement/prospectus.

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COMPARATIVE PER SHARE INFORMATION

        The following table sets forth selected historical per share information of Sihitech BVI, e-Channels BVI and China Unistone and unaudited pro forma combined per share ownership information of Sihitech BVI, e-Channels BVI and China Unistone after giving effect to the securities purchase proposal and the redomestication merger between the China Unistone and Yucheng, assuming a maximum level and a minimum level of approval of the securities purchase by China Unistone stockholders who exercise their conversion and/or appraisal right. In this three-party transaction, Sihitech BVI will be treated as the accounting acquirer. The transaction between China Unistone and Sihitech BVI will be accounted for as a recapitalization of Sihitech BVI. The transaction between this recapitalized Sihitech BVI and e-Channels BVI will be accounted for as a purchase of e-Channels BVI by Sihitech BVI under the purchase method of accounting.

        You should read this information in conjunction with the selected historical financial information, included elsewhere in this proxy statement/prospectus, and the historical financial statements of Sihitech and e-Channels and China Unistone and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Sihitech and e-Channels Yucheng or China Unistone pro forma combined per share information is derived from, and should be read in conjunction with, the Unaudited Pro Forma Condensed Combined Financial Statements and related notes included elsewhere in this proxy statement/prospectus. The historical per share information is derived from financial statements as of and for the years ended December 31, 2004 and 2005.

        The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of Sihitech, e-Channels, Yucheng or China Unistone would have been had the companies been combined or to project the Yucheng and China Unistone results of operations that may be achieved after the stock purchase.

Notes:

(1)

Operations of China Unistone are for the period from May 7, 2004 (inception) to December 31, 2005.

(2)

Historical per share amounts for China Unistone were determined based upon the actual weighted average shares outstanding at December 31, 2005 and 2004 and the consolidated pro forma per share amounts for China Unistone and Yucheng were determined based upon the assumed number of shares to be issued under the two different levels of approval.

(3)

Calculated based on the minimum approval, to record refund of funds plus related interest to converting stockholders.

(4)

Combined company calculated assuming maximum approval.

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MARKET PRICE INFORMATION

        China Unistone's common stock, warrants and units are each quoted on the Over-the-Counter Bulletin Board under the symbols CUAQ, CUAQW and CUAQC, respectively. China Unistone's units commenced public trading on November 18, 2004 and its common stock and warrants commenced public trading on November 24, 2004. The closing price for each share of common stock, warrant and unit of China Unistone on Monday, December 19, 2005, the last trading day before announcement of the execution of the securities purchase agreement, as amended, was $5.55, $1.41 and $8.65, respectively.

        In connection with the securities purchase agreement, application has been made for the quotation of the Yucheng common stock and warrants on the Nasdaq National Market. No assurance can be given that the Yucheng securities will be listed thereon. The proposed symbols are YTEC and YTECW. Management anticipates that the Nasdaq listing will be concurrent with the consummation of the redomestication merger. If the listing on Nasdaq is not finally approved, it is expected that the common stock, warrants and units will continue to trade on the OTCBB. Currently there is no trading market for any securities of Yucheng, and there can be no assurance that a trading market will develop.

        The table below sets forth, for the calendar quarters indicated, the high and low bid prices of the China Unistone common stock, warrants and units as reported on the Over-the-Counter Bulletin Board. The over-the-counter market quotations reported below reflect inter-dealer prices, without markup, markdown or commissions and may not represent actual transactions.

        On October 27, 2006, the record date, the closing prices of the common stock, units and warrants of China Unistone were $5.54, $7.50 and $1.20, respectively.

Holders

        As of October 27, 2006, there was one holder of record of the units, 10 holders of record of the common stock and one holders of record of the warrants. China Unistone believes the beneficial holders of the units, common stock and warrants to be in excess of 400 persons each.

        It is anticipated that the number of holders of Yucheng common stock after the redomestication merger will be about the same as the number of holders of China Unistone common stock. Immediately thereafter the number of holders will be increased by 6 persons by the issuance of shares in the acquisition of Sihitech and e-Channels.

Dividends

        China Unistone has not paid any dividends on its common stock to date and does not intend to pay dividends prior to the completion of a business combination.

        The payment of dividends by Yucheng in the future will be contingent upon revenues and earnings, if any, capital requirements and general financial condition of Yucheng subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of the then board of directors. It is the present intention of the board of directors to retain all earnings, if any, for use in the business operations and, accordingly, the board does not anticipate declaring any dividends in the foreseeable future.

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RISK FACTORS

        You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to adopt the stock purchase proposal.

If Yucheng does not manage its growth after the combination, the chances for continued profitability may slow or stop.

        The acquisition by Yucheng of the businesses of Sihitech and e-Channels through their holding company structure will permit the combined business to take advantage of the synergies the businesses offer one another. The continued success of Yucheng is partly dependent on a successful integration and being able to take advantage of the expanded opportunities presented by cross selling clients, achieving new products and services that are higher margins selected or developed from the current offerings and leveraging core banking know-how and relationships. If Yucheng experiences disruptions during the integration process or they are not able to take advantage of the currently perceived opportunities, then it is likely that the companies will not grow their operations and revenues as expected. Investors will not then experience the rewards of a growing company and may suffer a loss in the value of their investment.

The businesses of Sihitech and e-Channels depend on the financial services industry, and changes within that industry could reduce demand for their products and services.

        The majority of the revenues of Sihitech and e-Channels have been derived from services and products to Chinese local banks. Unfavorable economic conditions adversely impacting that part of the financial services industry could have a material adverse effect on our business, financial condition and results of operations. For example, depository financial institutions have experienced, and may continue to experience, cyclical fluctuations in profitability as well as increasing challenges to improve their operating efficiencies. Due to the entrance of foreign global players, non-traditional competitors and the current environment of low interest rates, the profit margins of depository financial institutions have narrowed. As a result, some financial institutions have slowed, and may continue to slow, their capital spending, including spending on web-based products and solutions, which can negatively impact sales to new and existing clients. Decreases in, or reallocation of, capital expenditures by our current and potential clients, unfavorable economic conditions and new or persisting competitive pressures could adversely affect our business, financial condition and results of operations.

The offices of the China Construction Banks will generate a significant portion of the Yucheng revenues, the loss of which would have an adverse impact on future revenues and the future value of the company to investors.

        Yucheng, on a combined basis in 2005, received approximately 61.2% of its revenues from services and products to different provincial branch offices and departments in the headquarters of the China Construction Bank, one of the largest banks in the PRC. Each of the engagements with the branches and departments are under separate and independent contracts, and the projects vary in scope and nature of services and products. In 2005, there were 117 separate legal contracts. On a combined historical basis, the largest accounts within CCB accounted for 25.6% of the combined company's historical revenues in 2005 and was with the head office of CCB. Two other accounts within the CCB Group represented 6% and 3.7% of the combined company's historical revenues in 2005 and were with the Beijing Branch and Lioaning Provincial Branch. The rest of the contracts were distributed among other provincial branches around China. Notwithstanding the separate legal treatment of the engagements, a substantial failure to provide the contracted services and products under one agreement may result in a disruption to the overall CCB relationship. Also, if the general IT spending pattern and budgeting of CCB is changed or reduced, there could be an adverse impact on the combined company's ability to offer services and win contracts from different entities within CCB. There are no long term contracts with the CCB group on which the company depends. There can be no assurance that

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Yucheng will be able to continue to retain these customers, and that Yucheng will maintain or increase their current level of business in the future.

There exists substantial and increasing competition with which the businesses of Sihitech and e-Channels must compete in service offerings and pricing and if the companies are not successful in addressing those issues, it may lose market share and revenue potential.

        In general, the level of competition in the PRC market IT services and solutions to the banking services sector is intense. Yucheng will face competition from both local and international companies. Some of the competitors have longer operating histories, larger clientele, more varied service and product offerings and more extensive personnel and financial resources which place them in a better position than Yucheng to develop and expand their range of services and market share. It is also expected that there will be competition from new entrants into the industry. Current or future competitors may develop or offer services that are comparable or superior to ours at a lower price. In addition, only some of the products and services of the companies are protected by intellectual property rights, therefore competitors would not be prevented from copying our business techniques. If we fail to successfully compete against our current and future competitors, our business, financial condition and operating results will be adversely affected.

In some service areas of the IT business, prices are decreasing which is adversely effecting margins in those areas; if the combined company does not meet the resulting pricing structure or shift away from those areas of business to more remunerative services, it may experience losses.

        There has been increasing competition in some areas of IT consulting services with the result of more competitive pricing and falling margins being experienced by Sihitech and e-Channels. These are generally in the areas of labor intensive contracts with not much need for proprietary solutions or know-how. Smaller IT service companies depend on price cutting strategy to win those contracts. If the combined company does not successfully manage its business and compete in these areas for engagements, it will suffer business or financial loss. The combined company may also address the competitive situation by shifting to other service areas where margins are better or providing extra services or enhancements that result in different pricing. If it is not successful in implementing differentiating or other services, the companies may suffer losses in these particular segments of its business.

The failure to retain existing customers or changes in their continued use of our services will adversely affect operating results.

        The businesses of Sihitech and e-Channels, in part, each compete using a service and product and fee structure designed to establish, solid, long term client relationships and recurring revenues through ongoing usage by customers. Some of the revenues are dependent on recurring revenues and the continued acceptance of their services by customers in areas such as account presentation, payments and other financial services. The failure to retain the existing customers or a change in spending patterns and budgetary aspects of competing products would adversely affect the business model. Also, competitors may compete directly by adopting a similar business model or through the acquisition of companies, such as resellers, who provide complementary products or services.

The combined companies may incur losses on projects which are undertaken on a fixed-priced basis which would reduce margins and profitability.

        IT consulting projects comprise a significant portion of the income and are usually undertaken on a fixed price basis where customers are charged a fixed price that is determined based on an evaluation of the estimated resources required to implement the project. If the project costs or scope of work to be done are underestimated for contracts that they win, there could result unanticipated costs which the companies will have to bear, resulting in reduced profits and overall business losses. This would have an adverse impact on the financial condition and the results of operations.

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IT infrastructure components are obtained from selected suppliers; if the ability to obtain needed items is disrupted, the businesses of Sihitech and e-Channels would be adversely effected.

        Many of the IT consulting services and system infrastructure installations conducted by Sihitech and e-Channels depend on the availability of the necessary hardware equipment and software applications from third parties. The current hardware vendors include IBM, HP, Sun and Intel for servers; Cisco, Nortel and Huawei for network equipment; and Oracle, Microsoft and BEA for software. The companies have established relations with selected suppliers. There is no assurance that these vendors/distributors will continue to offer needed items or not terminate their relationship with the companies. Although there are alternative suppliers for most of the needs, if the companies are unable to obtain the necessary IT infrastructure components from these or comparable vendors/distributors on a timely basis, the business, financial condition and results of operation would be adversely affected.

If the senior management team and critical staff are not retained, the combined businesses may suffer a loss of reputation, suffer an inability to manage its commitments and expand its operations as planned.

        In a service-oriented business, personal relationships, goodwill and networks are critical in obtaining and maintaining customer engagements. The ability to successfully complete engagements depends on a trained, knowledgeable and stable staff. Future success depends on the continued efforts of the senior management team in building good relationships with existing and potential customers and in the implementation of the growth and business strategy and the company's' ability to retain and replace its staff. The senior management team has substantial experience in the services offered by the companies and has been instrumental in past growth and expansion. The loss of any member of the senior management team and critical staff could, without adequate replacement, have an adverse impact on the business, financial condition and results of operations.

If the combined companies are unable to protect their respective proprietary technology and other rights, there may be an inability to effectively compete.

        The combined companies will rely on a combination of patent, copyright, trademark and anti-competition laws, as well as licensing agreements, third-party nondisclosure agreements, internal confidentiality policies and other contractual provisions and technical measures to protect their respective intellectual property rights. PRC law is still developing in this area and the enforcement of such rights at the judicial level cannot be certain. There can be no assurance that these protections will be adequate to prevent competitors from copying or reverse-engineering their products, or that competitors will not independently develop technologies that are substantially equivalent or superior to their technology. To protect their trade secrets and other proprietary information, employees, consultants, advisors and collaborators are required to enter into confidentiality agreements. There can be no assurance that these agreements will provide meaningful protection for the trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. Although the combined companies will hold registered rights covering certain aspects of their technology, there can be no assurance of the level of protection that these registrations will provide. The companies may have to resort to litigation to enforce the intellectual property rights, to protect the trade secrets or know-how, or to determine their scope, validity or enforceability. Enforcing or defending intellectual property rights is expensive, could cause diversion of resources and may not prove successful.

If the combined companies proprietary rights infringe on those of other persons, they could be required to redesign those products, pay royalties or enter into license agreements with third parties or have to cease offering the infringing right, any of which could have an adverse impact on the business and revenues and profits of the companies.

        There can be no assurance that a third party will not assert that the intellectual property rights and services of the combined companies violate their intellectual property rights. To some extent the laws of

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the PRC is not extensively developed in the area of enforcement. As the number of products offered by the combined companies and competitors increases and the functionality of these products further overlap, the provision of web-based financial services technology may become increasingly subject to infringement claims. Any claims, whether with or without merit, could:

•

be expensive and time consuming to defend;



•

cause the combined companies to cease making, licensing or using products that incorporate the challenged intellectual property;



•

require the combined companies to redesign our products, if feasible;



•

divert management's attention and resources; and



•

require the combined companies to pay royalties or enter into licensing agreements in order to obtain the right to use necessary technologies.

System failures could hurt business reputation, and the combined companies could be liable for some types of failures the extent or amount of which cannot be predicted.

        The operations of the combined companies depend on their ability to protect their systems from interruption caused by damage from fire, earthquake, power loss, telecommunications failure, unauthorized entry or other events beyond our control. The companies in the future plan to maintain their own offsite disaster recovery facility. In the event of major disasters, both primary and backup locations could be equally, adversely impacted. They do not currently have sufficient backup facilities to provide full Internet services, if their primary facility is not functioning. They could also experience system interruptions due to the failure of their systems to function as intended or the failure of the systems relied upon to deliver services such as ATM networks, the Internet, or the systems of financial institutions, processors that integrate with other systems and networks and systems of third parties. Loss of all or part of the systems for a period of time could have a material adverse effect on their business and business reputation. The combined companies may be liable to their clients for breach of contract for interruptions in service. Due to the numerous variables surrounding system disruptions, the extent or amount of any potential liability cannot be predicted.

The products of Sihitech and e-Channels use internally developed software and systems as well as third-party products, any of which may contain errors and bugs, the effect of which could cause the combined companies to spend additional sums and time to correct or cause a breach of services agreements and pay damages.

        The products of Sihitech and e-Channels may contain undetected errors, defects or bugs that may or may not be correctable. The products involve integration with products and systems developed by third parties. Complex software programs of third parties may contain undetected errors or bugs when they are first introduced or as new versions are released. There can be no assurance that errors will not be found in existing or future products or third-party products upon which company products are dependent, with the possible result of delays in or loss of market acceptance of company products, diversion of resources, injury to corporate reputation and increased expenses and payment of damages.

If the PRC does not leave in place or continue to expand its economic reforms, the result may be to interfere with the growth of private businesses in the PRC.

        Since the late 1970's, the PRC has been reforming its economic system and changing from a planned economy based on governmental dictates and priorities to one that uses market forces to influence deployment of economic resources, labor and capital and to determine business endeavors. It is impossible to predict whether or not the government will continue to encourage economic liberalization and further release its control over the economy and encourage private enterprise. We also cannot predict the timing or extent of future economic reforms that may be proposed. Any reimposition of planned economy regulation or similar kinds of restrictions could reduce the freedom of private businesses to operate in a profitable manner, restrict inflows of capital or stifle investor

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willingness to participate in the PRC economy. To the extent additional capital is needed, any restrictions on foreign ownership, foreign investment and repatriation of profits will hamper the company's ability to find capital outside of the PRC. Such restrictions may also discourage exercise of the outstanding warrants of China Unistone and assumed by Yucheng.

The economy of China has been experiencing unprecedented growth and resulted in some inflation which if the government tries to control by traditional means of monetary policy or return to planned economic techniques, the business will suffer a reduction in sales growth and expansion opportunities.

        The rapid growth of the Chinese economy has resulted in higher levels of inflation. If the government tries to control inflation, it may have an adverse effect on the business climate and growth of private enterprise in the PRC. An economic slow down will have an adverse effect on the combined company's sales and may increase costs. If inflation is allowed to proceed unchecked, Yucheng's costs would likely increase, and there can be no assurance that it would be able to increase its prices to an extent that would offset the increase in its expenses.

A reinstitution of repatriation restrictions and reporting may limit the ability to pay dividends, expand business and reduce the attractiveness of investing in Chinese business opportunities.

        PRC law allows enterprises owned by foreign investors to remit their profits, dividends and bonuses earned in the PRC to other countries, and the remittance does not require prior approval by the State Administration of Foreign Exchange (SAFE). SAFE regulations required extensive documentation and reporting, some of which is burdensome and slows payments. If there is a reinstitution of repatriation restrictions and reporting, the ability of a Chinese company to attract investors will be reduced. Also, current investors may not be able to obtain the profits of the business in which they own because PRC law and regulation permit payment of dividends only from retained earnings, if any, determined in accordance with PRC accounting standards and regulations. In accordance with PRC law, companies must appropriate 10% and 5% of net income each year as "statutory surplus reserve" and "statutory public welfare reserve," respectively. The net income of a company for purposes of this calculation is derived in accordance with PRC GAAP. These appropriations may not be distributed as dividends. Therefore, it is possible that the PRC tax authorities may require changes in the income of the company that may limit its ability to pay dividends and other distributions to shareholders. These rules and possible changes could restrict a company in the PRC from repatriating funds to Yucheng, and ultimately the public shareholders, as dividends.

Any devaluation of the currency of the PRC could negatively impact the future Yucheng's results of operations as reported in United States dollars.

        Upon consummation of the acquisition by Yucheng, the operations of the company will be located exclusively in the PRC. If the exchange rate of the Renminbi is effected by lowering its value as against the US dollar, Yucheng's reported profitability when stated in US dollars will decrease. Yucheng do not intend to engage in any currency hedging transactions because the combined company's business is conducted in the PRC, and it will have few obligations denominated in currencies other than the Renminbi.

If certain exemptions within the PRC regarding withholding taxes are removed, Sihitech and e-Channels may be required to deduct Chinese corporate withholding taxes from any dividends that are paid to Yucheng stockholders which will reduce the return on investment.

        Under current PRC tax laws, regulations and rulings, companies are exempt from paying withholding taxes with respect to dividends paid to stockholders outside the PRC. If the foregoing exemption is eliminated, in the future Yucheng may be required to withhold such taxes which will reduce its revenues and the amount of retained earnings that may be distributed to the stockholders.

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Because most of the Yucheng directors and officers will reside outside of the United States and substantially all of the assets will be located outside of the United States, it may be difficult for investors to enforce their legal rights against such individuals and the company.

        Most of the directors and officers after the consummation of the securities purchase will reside outside of the United States and substantially all of Yucheng's assets will be located outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon the Yucheng directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties under the United States securities laws, the laws of the British Virgin Islands and the Yucheng Memorandum and Articles of Association. Moreover, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, and it is uncertain whether or not there would be effective enforcement in the PRC of criminal penalties imposed under United States securities laws.

There will be a substantial number of shares of common stock available for sale in the future which may lead to increased volumes of common stock available and a decline in the market price of the common stock.

        The initial purchase price for the acquisition of Sihitech BVI and e-Channels BVI and their operating companies in the PRC includes shares of common stock. These shares are not being registered and a substantial portion of them will be held by insiders; therefore they will be restricted. Commencing one year after the consummation of the acquisition, these shares will become eligible for resale in the public market under Rule 144 with limitations, and after two years some of these shares may become eligible for resale in the public market under Rule 144(k) to the extent not owned by affiliates. As a result, the number of shares available for sale will likely increase which tends to adversely impact the market price of a stock.

As a result of the reincorporation in the British Virgin Islands, the governing documents of the company will provide its stockholders with rights that differ from those afforded by Delaware law which may be more protective in some instances and less protective in others.

        China Unistone will merge with its wholly owned subsidiary in the British Virgin Islands, and the constituent documents of the BVI company will be in compliance with the laws of that jurisdiction. The rights of stockholders and requirements of directors of a BVI company differ in a number of respects from those of a Delaware company. These differences may result in differing outcomes in the event of takeovers, stockholder suits and governance procedures from those that the stockholders are familiar with when investing in United States companies. In addition, there is not a substantive body of law interpreting the corporate law of the BVI, so there is no basis for analyzing likely outcomes of such matters in advance. Finally, if there are controversies, these will have to be determined in accordance with BVI law and may have to be determined and enforced in jurisdictions other than the United States resulting in less predictability and additional costs.

As a result of the redomestication merger, the China Unistone stockholders have appraisal rights, the exercise of which would reduce the amount of cash assets available to the surviving corporation.

        The China Unistone stockholders have appraisal rights under Delaware law in connection with the redomestication merger. If exercised, these persons are entitled to a cash payment for the fair value of their shares at the time of the redomestication merger, without increase or decrease for the anticipated value of the merger or subsequent acquisition. Any payment will reduce the cash assets of the surviving company which may limit its ability to implement its business plan.

The combined company's working capital could be reduced, and China Unistone stockholders could own as little as 39.7% of the combined company's common stock, if China Unistone stockholders exercise their right to convert their shares into cash.

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        Pursuant to China Unistone's certificate of incorporation, holders of shares issued in China Unistone's initial public offering may vote against the stock purchase and demand that China Unistone convert their shares into a pro rata share of the trust account, as of the record date, where a substantial portion of the net proceeds of the initial public offering are held, including all interest earned thereon. China Unistone and the Selling Stockholders will not consummate the stock purchase if holders of 690,000 or more shares of common stock issued in China Unistone's initial public offering, exercise these conversion rights. To the extent the stock purchase is consummated and holders have demanded to so convert their shares, there will be a corresponding reduction in the amount of funds available to the combined company following the stock purchase. As of October 27, 2006, the record date, assuming the stock purchase proposal is adopted, the maximum amount of funds that could be disbursed to China Unistone's stockholders upon the exercise of their conversion rights is approximately $3,762,720, or approximately 19.99% of the funds then held in the trust account based on a per-share conversion price of $5.36.

The outstanding warrants may be exercised and as a result the underlying shares would become eligible for future resale in the public market which would result in dilution and might have an adverse effect on the market price of the common stock.

        Outstanding warrants and unit purchase options to purchase an aggregate of 6,900,000 shares of common stock issued in connection with the China Unistone initial public offering will become exercisable after the consummation of the stock purchase. If they are exercised, then a substantial number of additional shares of China Unistone common stock will be eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of such shares.

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to be practically worthless.

        No warrant will be exercisable and the company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrant is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the company has agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the company cannot assure you that the company will be able to do so, and if the company does not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and it will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Any investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

        No warrants will be exercisable and the company will not be obligated to issue shares of common stock unless the common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Because the exemptions from qualification in certain states for resales of warrants and for issuances of common stock by the issuer upon exercise of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance of common stock upon an exercise and the holder will be precluded from exercise of the warrant. At the time that the warrants become exercisable

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(following our completion of a business combination), the company expects to either become listed on a national securities exchange, which would provide an exemption from registration in every state, or it will have to register the warrants in every state (or seek another exemption from registration in such states). Accordingly, the company believes holders in every state will be able to exercise their warrants as long as the prospectus relating to the common stock issuable upon exercise of the warrants is current. However, the company cannot assure you of this fact. As a result, the warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants if the common stock issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

If certain financial or financing objectives are achieved, the Selling Stockholders will be entitled to receive additional stock of the combined company, Yucheng, as contingent consideration for the acquisition of their stock which would result in dilution and might have an adverse effect on the market price of the common stock.

        Under the securities purchase agreement, the Selling Stockholders are entitled to receive additional common stock if certain financial or financing targets are achieved. There is no obligation to register the stock after issuance. However, after being held for the appropriate periods, the common stock will be eligible for resale under Rule 144. If the additional stock is earned, it will significantly increase the number of shares of common stock outstanding. The issuance of this additional stock will have a dilutive effect on the stock already outstanding and may cause a reduction in the trading price of the common stock in the public market.

Because the Selling Stockholders have contingent incentive consideration dependant on future financings and operations, they may have a interest directing the affairs of the combined company different from that of the stockholders.

        Because the Selling Stockholders, as a group, will own the majority of the shares after the combination and certain of the persons controlling the Selling Stockholders will be management and directors of Yucheng, they will be able to influence the financing options of Yucheng and whether or not the financial objectives of Yucheng are met, which results in the issuance of additional shares. Therefore, there may be a conflict of interest as much as an incentive, in the operational management of the combined company which may be contrary to the interests of stockholders.

If the combined company, Yucheng, meets targeted financing and earnings objectives, the Selling Stockholders will be entitled to additional cash payments which will reduce the amount of working capital available for use in the business which may hinder expansion or cause the company to borrow to cover expenses.

        In the future, if Yucheng raises additional capital and/or has net profits, the Selling Stockholders will be entitled to an additional $10,000,000 of cash consideration as contingent purchase price. To the extent that Yucheng must pay these amounts from its future additional capital and future profits, then it will have less funds available for use in the business. The reduced working capital may limit or hinder expansion or to cover expenses cause the company to borrow more funds at a time when borrowings may not be advantageous and at costs that are in excess of what might otherwise be acceptable.

If China Unistone is unable to receive a listing of its securities on the Nasdaq National Market, then it may be more difficult for its stockholders to sell their securities.

        The units, common stock and warrants are currently traded in the over-the-counter market and quoted on the Over-the-Counter Bulletin Board. Yucheng has applied for listing on the Nasdaq National Market. If Yucheng is unable to obtain a listing or approval of trading of its securities on Nasdaq National Market, then it may be more difficult for its stockholders to sell their securities.

China Unistone directors and executive officers have interests in the stock purchase that are different from yours because if the stock purchase is not approved then the securities held by them may become worthless.

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        In considering the recommendation of the board of directors of China Unistone to vote for the proposal to adopt the securities purchase agreement and other proposals, you should be aware that certain members of the China Unistone board are parties to agreements or arrangements that provide them with interests that differ from, or are in addition to, those of China Unistone stockholders generally. China Unistone's executives and directors are not entitled to receive any of the net proceeds of China Unistone's initial public offering that may be distributed upon liquidation of China Unistone. Therefore, if the securities purchase agreement is not approved and China Unistone fails to consummate an alternative transaction within the time allotted pursuant to its certificate of incorporation, the securities held by China Unistone's officers and directors will be rendered worthless. Therefore, they have a significant incentive to see that the transaction is successfully consummated. It should also be noted that if the securities purchase agreement is approved and the acquisitions consummated, the initial stockholders of China Unistone will profit regardless of the success of Yucheng because they only paid $.033 per share for the aggregate 641,250 shares that they own. Two of the current directors of China Unistone will have a continuing relationship with Yucheng and receive compensation form Yucheng.

If the transaction with Yucheng is terminated or China Unistone is liquidated, certain persons will be liable for the obligations of China Unistone, therefore their interests may be different than those of the public stockholders in seeing the transaction approved.

        The interests of the China Unistone officers and directors are different than those of the public shareholders in seeking the completion of the acquisition of Sihitech and e-Channels. If the securities purchase agreement is terminated, under certain circumstances Messrs. Chih T. Cheung, James Z. Li and James Preissler, three of our officers and directors, will have to pay a termination fee to the Selling Stockholders in the aggregate amount of $200,000. If China Unistone liquidates without completing a business transaction, Messrs. Cheung, Li and Preissler will be jointly liable for the monetary obligations of China Unistone not satisfied by the funds available outside the trust account. Currently, it is estimated that such expenses are approximately $820,000. China Unistone believes that the three persons have sufficient net worth to satisfy any obligations for which they may be liable. To date, these individuals are holding unreimbursed expense amounts; therefore a certain portion of the foregoing amount will have been paid by the individuals if China Unistone liquidates. The company, when it contracts with vendors also obtains agreements that the vendors will not seek recovery from the funds held in trust.

Voting control by executive officers, directors and other affiliates of the combined company may limit your ability to influence the outcome of director elections and other matters requiring stockholder approval.

        Upon consummation of the stock purchase, executive officers, directors and affiliates of the combined company will own a majority of the combined company's voting stock. These stockholders can control substantially all matters requiring approval by our stockholders, including the election of directors and the approval of other business transactions. This concentration of ownership could have the effect of delaying or preventing a change in our control or discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material adverse effect on the market price of the common stock or prevent our stockholders from realizing a premium over the market price for their shares of common stock.

The Selling Stockholders and two others holding about 62% of the voting control have entered into a voting agreement in respect of the board of directors which may limit change and maintain their control over the Yucheng after the acquisition.

        The Selling Stockholders and Messrs. Chih T Cheung and James Z. Li, current directors of China Unistone, will enter into a voting agreement whereby they will agree to vote all of their respective shares held during the term of the agreement for four directors nominated by the former stockholders of Sihitech, two directors nominated by the former stockholders of e-Channels and three directors

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nominated by Messrs. Cheung and Li. The term of the agreement is three years from the closing of the acquisition of Sihitech and e-Channels. The persons subject to the voting agreement, at the time of closing, will hold approximately 62% of the voting stock of Yucheng, and therefore they will have control of the board of directors and be able to influence the decisions of the board and the direction of the company. Such agreement may also cause the current management to remain in place without opportunity for the other shareholders to effectuate change.

Each of Sihitech and e-Channels have had deficiencies in their internal accounting controls in the past, and there cannot be any assurance that additional deficiencies or material weaknesses will not be identified in the future.

        The reporting obligations as a public company will place a significant strain on management, operational and financial resources and systems for the foreseeable future. The combined company has limited accounting personnel and other resources with which to address internal controls and procedures. As a result, in connection with the audit of the consolidated financial statements for the years ended December 31, 2003 and 2004, the independent registered public accounting firm communicated that they identified a number of reportable conditions concerning the internal accounting controls of Sihitech and e-Channels. The control deficiencies continued to exist in 2005, and the new independent registered public accounting firm in connection with the audit of the consolidated financial statements for the year ended December 31, 2005, reported to the companies these deficiencies. Included in these were two material weaknesses noted below involving internal control procedures which could adversely affect the ability of the combined company to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Specifically, (1) a lack of personnel with significant U.S. GAAP reporting experience necessary to identify and resolve certain complex U.S. GAAP matters in a timely manner, and (2) a lack of project contracting review process, including appropriate processes to ensure appropriate accounting for revenue recognition, as well as consideration of matters such as payment terms, risks and ownership transfer, post-contract customer support, warranty costs as well as related deferred cost accounting in accordance with U.S. GAAP.

        The companies plan to remediate significant deficiencies that may exist in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. Certain steps have already been taken, including a formal sales contract review process, having a financial controller with U.S. GAAP experience and setting up an internal control department to overhaul the internal control process. However, there can be no assurance that the combined company will be able to remedy control deficiencies or that significant deficiencies or material weaknesses in internal control over financial reporting will not be identified in the future. If significant deficiencies reported by the independent registered public accounting firm in the future are not remedied or are to recur, or if there is identified additional weaknesses or they fail to implement new or improved controls successfully in a timely manner, the ability to assure timely and accurate financial reporting may be adversely affected, the companies may be required to restate the financial statements, and investors could lose confidence in the reliability of the financial statements, which in turn could negatively impact the trading price of the shares, result in lawsuits being filed against the company by shareholders, or otherwise harm the company's reputation.

        Significant resources from the management team and additional expenses may be required to implement and maintain effective controls and procedures in order to remedy these control deficiencies and any additional weaknesses that may be identified in the internal control over financial reporting in the future. The combined company may need to hire additional employees and outside consultants with accounting and financial reporting experience (particularly those with U.S. GAAP reporting experience) and further train existing employees. If additional personnel are needed, there can be no assurance that the companies will be able to recruit qualified personnel in a timely and cost-efficient manner to meet their requirements.

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Investor confidence and the market price of the shares may be adversely impacted if it is determined that the companies have one or more material weaknesses in the internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002.

        The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include in their Annual Report on Form 10-K or Form 20-F, as the case may be, a report of management on the company's internal controls over financial reporting that contains an assessment by management of the effectiveness of the company's internal controls over financial reporting. In addition, the company's independent registered public accounting firm must attest to and report on management's assessment of the effectiveness of the company's internal control over financial reporting. Management may conclude that the internal controls over financial reporting are not effective. Moreover, even if the management does conclude that the internal controls over financial reporting are effective, if the independent registered public accounting firm is not satisfied with the internal controls, the level at which the controls are documented, designed, operated or reviewed, or if the independent registered public accounting firm interprets the requirements, rules or regulations differently from us, then it may decline to attest to the management's assessment or may issue an adverse or qualified report. Furthermore, effective internal control over financial reporting is necessary for the companies to produce reliable financial reports and is important to help prevent fraud. As a result, a failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of the financial statements, which in turn could harm the business and negatively impact the trading price of the shares.

The PRC legal system has inherent uncertainties that could limit the legal protections available to you.

        Most of the company assets and all of our operations will be in the PRC after the combination. The Chinese legal system is based on written statutes. Prior court decisions may be cited for reference but are not binding on subsequent cases and have limited precedential value. Since 1979, the Chinese legislative bodies have promulgated laws and regulations dealing with such economic matters as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. The laws in the PRC differ from the laws in the United States and may afford less protection to our shareholders. Unlike laws in the United States, the applicable laws of China do not specifically allow shareholders to sue the directors, supervisors, officers or other shareholders on behalf of the company to enforce a claim against these parties that the company has failed to enforce itself. Therefore, any action brought against the company or its officers and directors or its assets may be very difficult to pursue if not impossible. It is unlikely that any suit in the PRC would be able to be based on theories common in the United States or based on United States securities laws.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the PRC based on United States judgments against Yucheng, its subsidiaries, its officers and directors and experts named in this proxy statement / prospectus.

        Yucheng is incorporated in the British Virgin Islands and the operating subsidiaries are formed under PRC law and are located in the PRC. Substantially all of our assets are located in the PRC. In addition, most of our directors and executive officers and some of the experts named in this proxy statement / prospectus reside within the PRC, and substantially all of the assets of these persons are located within the PRC. It may not be possible to effect service of process within the United States or elsewhere outside the PRC upon our directors, or executive officers or some of the experts named in this proxy statement / prospectus, including with respect to matters arising under United States federal securities laws or applicable state securities laws. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries. As a result, recognition and enforcement in the PRC of judgments of a court in the United States and many other jurisdictions in relation to any matter, including securities laws, may be difficult or impossible. Furthermore, an original action may be brought in the PRC against our assets and our subsidiaries, our directors and executive officers or the experts named in this proxy statement / prospectus only if the actions are not required to be arbitrated by PRC law and only if the facts alleged in the complaint give rise to a cause of action under PRC law. In connection with any such original action, a PRC court may award civil liability, including monetary damages.

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FORWARD-LOOKING STATEMENTS

        We believe that some of the information in this proxy statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/prospectus. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "contemplate," "believe," "estimate," "intends," and "continue" or similar words. You should read statements that contain these words carefully because they:

•

discuss future expectations;



•

contain projections of future results of operations or financial condition; or



•

state other "forward-looking" information.

        We believe it is important to communicate our expectations to the China Unistone stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described about China Unistone or about Sihitech or e-Channels in its forward-looking statements, including among other things:

•

the number and percentage of China Unistone stockholders voting against the stock purchase proposal;



•

changing interpretations of generally accepted accounting principles;



•

outcomes of government reviews, inquiries, investigations and related litigation;



•

continued compliance with government regulations;



•

legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Yucheng is engaged;



•

fluctuations in customer demand;



•

management of rapid growth;



•

intensity of competition from other providers of IT services and products;



•

the time to develop and market new services and products;



•

general economic conditions; and



•

geopolitical events and regulatory changes.

        You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

        All forward-looking statements included herein attributable to any of China Unistone, Yucheng, Sihitech and e-Channels or any person acting on either party's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, China Unistone undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

        Before you grant your proxy or instruct how your vote should be cast or vote on the adoption of the securities purchase agreement you should be aware that the occurrence of the events described in the "Risk Factors" section and elsewhere in this proxy statement/prospectus could have a material adverse effect on China Unistone, Yucheng, Sihitech, e-Channels or the combined company.

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THE CHINA UNISTONE SPECIAL MEETING

China Unistone Special Meeting

        We are furnishing this proxy statement / prospectus to you as part of the solicitation of proxies by the China Unistone board of directors for use at the special meeting in connection with the proposed stock purchase, redomestication merger and stock option plan. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

        We will hold the special meeting at 10:00 a.m., EST, on November 24, 2006 at 405 Lexington Avenue, 19th Floor New York, New York, to vote on the proposals to approve the securities purchase agreement, the redomestication merger and stock option plan.

Purpose of the Special Meeting

        At the special meeting, we are asking holders of China Unistone common stock to:

•

approve the securities purchase proposal;



•

approve the redomestication merger proposal; and



•

approve the stock option proposal.

        The China Unistone board of directors:

•

has unanimously determined that the securities purchase proposal, the redomestication merger proposal and the stock option proposal are fair to and in the best interests of China Unistone and its stockholders;



•

has unanimously approved the securities purchase proposal, the redomestication merger proposal and the stock option proposal;



•

unanimously recommends that China Unistone common stockholders vote "FOR" the proposal to adopt the securities purchase agreement,



•

unanimously recommends that China Unistone common stockholders vote "FOR" the proposal to redomesticate in the British Virgin Islands; and



•

unanimously recommends that China Unistone common stockholders vote "FOR" the proposal to adopt the stock option plan.

Record Date; Who is Entitled to Vote

        The "record date" for the special meeting is October 27, 2006. Record holders of China Unistone common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 4,200,000 outstanding shares of China Unistone common stock.

        Each share of China Unistone common stock is entitled to one vote per share at the special meeting.

        Pursuant to agreements with China Unistone, any shares of China Unistone common stock held by stockholders who purchased their shares of common stock prior to the initial public offering will be voted in accordance with the majority of the votes cast at the special meeting on the stock purchase and redomestication merger proposals.

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        China Unistone's issued and outstanding warrants do not have any voting rights, and record holders of China Unistone warrants will not be entitled to vote at the special meeting.

Voting Your Shares

        Each share of China Unistone common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of China Unistone common stock that you own.

        There are two ways to vote your shares of China Unistone common stock at the special meeting:

•

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your "proxy," whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the China Unistone board "FOR" the adoption of the securities purchase proposal, the redomestication merger proposal, and the stock option plan proposal.



•

You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee to give you the authority to vote the shares held in "street name". That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

        If you do not vote your shares of China Unistone common stock in any of the ways described above, it will have the same effect as a vote against the adoption of the securities purchase proposal and the redomestication merger proposal. Only an affirmative vote against the securities purchase proposal will permit a stockholder to demand of conversion of your shares into a pro rata share of the trust account in which a substantial portion of the proceeds of China Unistone's initial public offering are held or a demand for appraisal rights under Delaware law.

Who Can Answer Your Questions About Voting Your Shares

        If you have any questions about how to vote or direct a vote in respect of your China Unistone common stock, you may call Mr. James Preissler, China Unistone's Chief Financial Officer (646) 383-4832. You may also call Morrow & Co., Inc., our proxy soliciting company, at (800) 607-0088.

No Additional Matters May Be Presented at the Special Meeting

        This special meeting has been called only to consider the adoption of the securities purchase proposal, the redomestication merger proposal and the stock option proposal. Under China Unistone's by-laws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting, if they are not included in the notice of the meeting.

Revoking Your Proxy

        If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

You may send another proxy card with a later date;



•

You may notify James Preissler, China Unistone's secretary, in writing before the special meeting that you have revoked your proxy; and



•

You may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

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Vote Required

        The presence, in person or by proxy, of a majority of all the outstanding shares of common stock constitutes a quorum at the special meeting. Proxies that are marked "abstain" and proxies relating to "street name" shares that are returned to China Unistone but marked by brokers as "not voted" will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld by the broker ("broker non-votes"). If you do not give the broker voting instructions, under the rules of the NASD, your broker may not vote your shares on the proposals to approve the securities purchase, the redomestication merger or the stock option plan.

        The approval of the securities purchase and redomestication merger proposals will require the affirmative vote of the holders of a majority of the China Unistone common stock outstanding on the record date. Because each of these proposals require the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against the proposal.

        Two of the proposals depend on one another. For consummation of the securities purchase agreement, the redomestication merger proposal must be approved by the stockholders. For the redomestication merger to be implemented, the stock purchase proposal must be approved by the stockholders.

        The approval of the stock option plan will require the affirmative vote of a majority of the China Unistone common stock present and entitled to vote at the meeting. Abstentions are deemed entitled to vote on the proposal, therefore, they have the same effect as a vote against the proposal, and broker non-votes are not deemed entitled to vote on the proposal, therefore, they will have no effect on the vote on the proposal.

Conversion Rights

        Any stockholder of China Unistone holding shares of common stock issued in China Unistone's initial public offering who affirmatively votes against the stock purchase proposal may, at the same time, demand that China Unistone convert his shares into a pro rata portion of the trust account as of the record date. If demand is made and the stock purchase is consummated, China Unistone will convert these shares into a pro rata portion of funds held in a trust account plus interest, as of the record date. You may demand conversion only in writing by either checking the box on the proxy card or sending by mail a letter to China Unistone. Demanding conversion of shares of common stock will have no effect on any warrants you may hold. Since a stockholder must affirmatively vote against the acquisition proposal to have conversion rights, individuals who fail to vote or who abstain from voting may not exercise their conversion rights. Beneficial holders of shares held in "street name" that are voted against the merger may exercise their conversion rights. Your broker will assist you in that instance.

        The closing price of China Unistone's common stock on October 27, 2006 (the record date) was $5.54 and the per-share, pro-rata cash held in the trust account on that date was approximately $5.36. Prior to exercising conversion rights, China Unistone stockholders should verify the market price of China Unistone's common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price.

        If the holders of 690,000 or more shares of common stock issued in China Unistone's initial public offering (an amount equal to 20% or more of these shares), vote against the stock purchase and demand conversion of their shares, China Unistone will not be able to consummate the stock purchase.

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        If you exercise your conversion rights, then you will be exchanging your shares of China Unistone common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the effective time of the stock purchase and then tender your stock certificate to the combined company.

Appraisal Rights

        Under Delaware corporate law, the redomestication merger of China Unistone with Yucheng causes the stockholders of China Unistone to have appraisal rights in connection with the transactions for which approval is sought. This right is separate from the conversion rights of the holders of shares of China Unistone common stock issued in the initial public offering. However, because the exercise of the appraisal right and the conversion rights both require a tender of the holder's shares to China Unistone, only one right may be elected in respect of the shares. See pages 85 to 87 and Annex I for more information about appraisal rights.

Solicitation Costs

        China Unistone is soliciting proxies on behalf of the China Unistone board of directors. This solicitation is being made by mail but also may be made by telephone or in person. China Unistone and its respective directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. In addition, the managing directors and officers of Sihitech and e-Channels will participate with China Unistone to solicit proxies and may do so in person, by telephone or by other electronic means. None of these persons will not be paid for doing this.

        China Unistone has hired Morrow & Co., to assist in the proxy solicitation process. China Unistone will pay Morrow & Co., Inc. a fee of $5,500, plus disbursements. The total expected amount to be paid is estimated at $7,500. The amount to be paid will be paid with non-trust account funds.

        China Unistone will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. China Unistone will reimburse them for their reasonable expenses.

Stock Ownership

        At the close of business on the record date, Chih T. Cheung, James Z. Li, James Preissler, Perfect Blazon Co., Ltd, Dr. Jian Gao, James T. Mauck, Peter F. Tufo, Vincent Lin and Raymond Chang beneficially owned and were entitled to vote approximately 750,000 shares of China Unistone common stock, or approximately 17.9% of the then outstanding shares of China Unistone common stock, which includes all of the shares held by the directors and executive officers of China Unistone and their affiliates and certain advisors to China Unistone and one other entity. Those persons, who were stockholders of China Unistone prior to its initial public offering of securities, have agreed to vote their shares on the stock purchase and redomestication merger proposals in accordance with the majority of the votes cast by the holders of shares issued in China Unistone's initial public offering.

        On the record date, directors and executive officers of China Unistone and their affiliates beneficially owned and were entitled to vote 641,250 shares of China Unistone's common stock. These shares represent approximately 15.3% of China Unistone's outstanding common stock.

Opinion of Financial Advisor to the China Unistone Board of Directors

        On August 29, 2006, WR Hambrecht + Co rendered its oral opinion to the China Unistone board of directors, subsequently confirmed in writing (which superseded for all purposes an earlier opinion dated March 10, 2006, which related to the same subject matter but was based on information available to WR Hambrecht + Co as of such date), that, as of August 29, 2006, and based on the assumptions,

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qualifications and limitations stated in its opinion, each of the minimum transaction consideration and the maximum transaction consideration (as those terms are defined in its opinion) payable in connection with the simultaneous acquisitions of Sihitech and e-Channels (referred to in its opinion and this summary as the transaction) was fair, from a financial point of view, to China Unistone. The full text of WR Hambrecht + Co's written opinion, dated August 29, 2006, is attached as Annex J to this proxy statement. Stockholders of China Unistone are encouraged to read WR Hambrecht + Co's opinion carefully in its entirety for a discussion of the assumptions made, procedures followed, factors considered and limitations on the review undertaken by WR Hambrecht + Co in rendering its opinion.

        WR Hambrecht + Co's opinion was provided for the use and benefit of the China Unistone board of directors in its solicitation of stockholder approval for the transaction. WR Hambrecht + Co's opinion was not intended to be and did not constitute a recommendation to the China Unistone board of directors of the transaction over any other alternative transactions which may be available to China Unistone and did not address the underlying business decision of the China Unistone board of directors to proceed with or effect the transaction, or constitute a recommendation to the holders of China Unistone common stock as to how such stockholders should vote or as to any other action such stockholders should take regarding the transaction. WR Hambrecht + Co's opinion did not address the fairness of any specific portion of the transaction, other than the transaction consideration.

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CONSIDERATION OF THE SECURITIES PURCHASE TRANSACTION

        The following discussion of the principal terms of the securities purchase agreement dated as of December 20, 2005, as amended, among China Unistone, Yucheng, Chih T Cheung, James Z. Li, James Preissler Sihitech Company Limited, Mega Capital Group Services Limited, Profit Loyal Consultants Limited, Elite Concord International Limited, China Century Holdings Group Limited, and Shinning Growth Investment Group Limited is subject to, and is qualified in its entirety by reference to, the securities purchase agreement. A copy of the securities purchase agreement is attached as an annex to this proxy statement/prospectus and is incorporated herein by reference.

General Description of the Securities Purchase

        China Unistone established a wholly owned subsidiary, Yucheng Technologies Limited, under the laws of the British Virgin Islands, and China Unistone will merge with and into Yucheng. Yucheng will be the surviving entity, and the separate corporate existence of China Unistone will cease at the effective time of the merger.

        Simultaneously with the merger, Yucheng will purchase the issued and outstanding stock of Sihitech BVI and e-Channels BVI from their six corporate stockholders (Sihitech Company Limited, Mega Capital Group Services Limited, Profit Loyal Consultants Limited, Elite Concord International Limited, China Century Holdings Group Limited, and Shinning Growth Investment Group Limited). Sihitech BVI and e-Channels BVI each own a company formed under Chinese law which acts as a holding company for the operating companies, Sihitech and its subsidiaries and e-Channels. Sihitech and its subsidiaries and e-Channels operate in the PRC. We refer to Yucheng, after giving effect to completion of the stock purchase, as Yucheng or the combined company. As a result of the stock purchase, the Selling Stockholders of Sihitech and e-Channels will own approximately 56% of the outstanding shares of the combined company's common stock, assuming no conversions or exercise of appraisal rights.

Background of the Stock Purchase

        The terms of the stock purchase agreement are the result of arm's-length negotiations between representatives of China Unistone, on the one hand, and Sihitech and e-Channels, on the other hand. The following is a brief discussion of the background of these negotiations and the considerations in relation to the stock purchase and related transactions.

        China Unistone was formed on May 7, 2004, at the initiative of Mr. Chih T. Cheung, Mr. James Preissler and Mr. James Z. Li and several other investors, to serve as a vehicle to accomplish a business combination in China. Although the prospective target business was not confined to a particular industry, China Unistone intended to focus its efforts to find a target on a business that was engaged in providing physical and logistical infrastructure and support services to the banking and financial services industry.

        China Unistone completed an initial public offering in November 2004, in which it raised net proceeds of approximately $18,257,000. Of these net proceeds, approximately $17,595,000 were placed in a trust account immediately following the initial public offering and, in accordance with China Unistone's certificate of incorporation, will be released either upon the consummation of a business combination or upon the liquidation of China Unistone. After the completion of the initial public offering, at the end of November 2004, China Unistone commenced its efforts to locate a company with which to effect a business combination.

        On December 1, 2004, the board of China Unistone met to discuss various matters related to the process of identifying potential targets and the need to engage third party professionals to assist us throughout the acquisition process. At the meeting, James Z. Li, a director and the CEO of China

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Unistone, raised the possibility of engaging E.J. McKay & Co., ("E.J. McKay & Co."), an advisory firm with expertise in mergers and acquisitions to assist our search process. After some discussions, the board agreed to engage E.J. McKay to conduct a target search to identify potential acquisition candidates. Mr. James Z. Li, an officer and director of China Unistone, is an owner and controlling person of E.J. McKay & Co. The agreement with E. J. McKay & Co., Inc. was approved by the board and provides that the firm will analyze the markets of potential targets, establish a short list of companies to be evaluated and further investigated, will conduct due diligence and assist in drafting and translation. The agreement has a term of 18 months and provides that China Unistone will indemnify E.J. McKay & Co. for losses arising out of the engagement unless caused by the gross negligence of E.J. McKay & Co. Disputes involving the agreement will be determined by arbitration before the China International Economic and Trade Arbitration Commission under the laws of the PRC. It was agreed under the terms of the written agreement that E. J. McKay & Co. will provide its services in relation to the China Unistone transaction at its cost of out-of-pocket expenses which, to date, have been $52,519 and it is anticipated that an additional $20,000 will be due at closing for unreimbursed expenses. On August 24, 2006, this agreement was revised to clarify that E.J. McKay & Co. would only receive reimbursement for its actual expenses and was not entitled to any other fees or reimbursements.

        During the board meeting held December 1, 2004, the board also approved engaging Jun He Law Firm ("Jun He") to be China Unistone's local China legal counsel.

        In December 2004, E. J. McKay & Co. began to assist China Unistone identifying acquisition opportunities, compiling preliminary information about merger candidates, starting to perform operational due diligence and analysis, offering recommendations for acquisition structures on a general basis, and assessing the information about the potential targets that was available. E. J. McKay & Co. focused its efforts on investigating leads generated by key principals of China Unistone and on identifying additional potential acquisition candidates, which were engaged in providing physical and logistical infrastructure and support services to the banking and financial services industry. In December 2004, the management of China Unistone re-evaluated the original target selection criteria. On December 15, 2004, China Unistone Management met with representatives of E.J. McKay & Co and provided them with additional criteria to be used in the target selection process to E.J. McKay & Co. to provide its agent with an additional filter to differentiate among the myriad of potential targets and focus their efforts. These criteria were not unchangeable or binding on the board of directors of China Unistone. The additional criteria included that target companies should have an annual revenue size between US $10M to US $50M, positive EBIT (Earnings Before Income Taxes), strong industry positioning, a highly capable management team, and the potential to become an important company in its industry when backed by China Unistone's capital and management support. The types of companies that E. J. McKay & Co., then identified and investigated included companies that were ATM (Automated Teller Machines) or POS (Point of Service) machine manufacturers and service providers, financial sector related software products and IT (Intellectual Technology) services companies, data services and payment processing providers, and other infrastructure services companies for the financial services industry. E. J. McKay & Co. used many different tools to locate potential targets, including internet search engines, published company databases, cold calls, its knowledge of Chinese companies, referrals through its network of contacts, screening companies based on China Unistone's criteria and visits to identify potential candidates. In total, the China Unistone management reviewed over 50 potential candidates.

        China Unistone selected twenty companies from the initial universe of more than 50 potential candidates for more in-depth analyses. These companies were mainly providers of infrastructure services to financial institutions, and China Unistone requested preliminary oral reports evaluating the potential targets. On January 10, 2005, Mr. Benjamin Xie and Mr. Andrew Ru of E. J. McKay & Co. and Mr. James Li, Mr. James Preissler and Mr. Chih Cheung of the China Unistone team had a

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meeting to review the data collected on various potential targets and narrowed down the list of potential targets to the following: two companies in the ATM machine manufacturing, sales and services space; one listed company providing ATM maintenance services and IT consulting; one company in the online payment services space; one company in the financial sector related software and IT services space; and Sihitech and e-Channels.

        On January 13, 2005, Mr. Chih Cheung and Mr. James Z. Li met with representatives of one of the companies that manufactured ATM machines and provided the related solutions and after-sale service for the financial services industry. During the meeting, Mr. James Li introduced China Unistone Acquisition Corporation and the target company representatives described the company's business activities and financial results. After discussions it was learned that although the target was profitable and has an experienced management team, the net revenue base of the company was only US $7 million instead of US $20 million which made it too small to be considered actively. Consequently, it was determined that the company was not likely to be able to assume a significant position in its market space, even with the support of China Unistone. Also China Unistone management believed that the company was too early to be a publicly listed company. Thus, it was decided that the particular target would not be pursued.

        On January 17, 2005, Mr. Chih Cheung met with the senior executive of a company that is already publicly listed but trading at a low valuation. During the meeting with Mr. Chih Cheung, the company chairman and his executive staff described the company's business activities and financial results. While the company's focus in ATM maintenance and IT consulting for banks and its high net margins were attractive, the revenue base was less than US $10 million. More importantly, after further investigations, China Unistone was also concerned about the management team and its ability to maintain growth in 2005 and beyond. Thus, China Unistone decided not to actively pursue a potential transaction with that company.

        Next, on January 20, 2005, a meeting was held between Mr. James Z. Li and a representative of another manufacturer of ATM machines. During the meeting with Mr. James Li, the target company representative described his company's business activities and key metrics. On the basis of the discussions, it was concluded that the even though the company was profitable, the net margins were low and the outsourced ATM operation was too small. Additionally the target company did not want to sell a majority share at that point in time and was looking for venture capital funding, which was not in line with the intentions of China Unistone.

        On January 25, 2005 Mr. Chih Cheung and Mr. James Z. Li met with representatives of a company in the online payment services space to assess the possibility of a business combination. During the meeting with Mr. James Li, the company representatives discussed the company's business activities and key metrics. At the meeting, China Unistone learned that the potential target had recently received funding and was more interested in a possible initial public offering than a combination with China Unistone. While the company is sizeable and the clear leader in the space, the net profit figure was disappointing and the proposed valuation was quite high. Moreover, the entity is a subsidiary of a quasi-government entity so any potential transaction would have likely required cumbersome regulatory approvals. For all these reasons, China Unistone decided not to pursue that opportunity.

        On January 28, 2005, Mr. Chih Cheung and Mr. James Z. Li met Mr. Weidong Hong, Chairman of Sihitech. The meeting took place in Beijing. During the meeting, Mr. James Li introduced China Unistone Acquisition Corporation, and Mr. Weidong Hong described his company's business activities and financial figures. After the preliminary discussions, the management of Chine Unistone believed that Sihitech presented an interesting investment opportunity because it met the desired target revenue range, it has a strong position in its industry and the management team is very solid. Mr. Weidong Hong indicated that he was interested in pursuing further discussions and was open to taking steps

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necessary to meet the China Unistone requirements for investment. After the meeting with the Sihitech representatives, E. J. McKay & Co. was asked to collect further information about Sihitech and to make an internal assessment of the possibility of a business combination. Neither E.J. McKay & Co. nor its employees had any prior business or personal relationships with the stockholders, employees, officer or directors of Sihitech or its subsidiaries or e-Channels, or the companies themselves.

        Then, on the February 11, 2005, Mr. Chih Cheung and Mr. James Z. Li met with representatives of another IT services provider that is a direct competitor of Sihitech. During the meeting, Mr. James Li introduced China Unistone Acquisition Corporation, and the company representative described his company's business activities and recent financial performance. Although there was considerable interest generated on both sides in the preliminary meeting, the management of China Unistone believed that the Sihitech management team was stronger. Moreover, after further investigation by Mr. Benjamin Xie and Mr. Andrew Ru of E. J. McKay & Co. it was found that the business interests and future plans of the target were too diversified with no particular focus on any one sector to gain the market leadership position. Also, the ownership structure was complicated and it will take significant amount of time to simplify the structure and achieve a business combination for mutual interests. Lastly, management of China Unistone was concerned about the significant amount of debt that was on the balance sheet. China Unistone determined that a business combination with this particular target was not in the best interests of China Unistone's stockholders.

        Mr. Benjamin Xie and Mr. Andrew Ru E. J. McKay & Co. continued their due diligence on Sihitech during the period of January to March 2005. After the initial meeting, E. J. McKay & Co., contacted Sihitech's management with a detailed due diligence list and was provided preliminary materials about the Sihitech operations. During this time, China Unistone asked Mr. Weidong Hong and Sihitech about e-Channels and whether he was open to a potential transaction including both companies because the China Unistone management had heard from a number of sources that while e-Channels is a small company, it is well managed and had a recognizable position as a provider of resources to internet banking in the PRC. The China Unistone representatives, Mr. Chih Cheung and Mr. James Z. Li, met Mr. Weidong Hong, Mr. Peter Li, the CFO of Sihitech and Mr. Shuo Zeng, the founder of e-Channels for the first formal meeting to discuss the terms of a business combination on March 11, 2005, in Beijing, China. During the meeting, the senior executives exchanged information about China Unistone, Sihitech and e-Channels and suggested a general structure and terms of an acquisition by China Unistone. Then on March 14, 2005, the above representatives of China Unistone, Sihitech and e-Channels met at the offices of Sihitech and e-Channels in Beijing to discuss preliminary issues of due diligence, exchange of information, pricing and other terms of an acquisition. China Unistone continued to evaluate other potential candidates for a business combination, including some new leads while it continued its discussions with Sihitech and e-Channels.

        On May 16, 2005, Mr. Chih Cheung, Mr. James Z. Li and Mr. James Preissler from China Unistone, Mr. Weidong Hong, Mr. Shuo Zeng and Mr. Peter Li representing Sihitech and e-Channels and Mr. Edward Sun and Mr. Tan Peng of Milbank, Tweed, Hadley & McCloy LLP ("Milbank"), Sihitech's legal advisor, met in Shanghai for further discussions about the respective businesses and terms of the proposed acquisition transaction. The parties were in general agreement about the acquisition terms, and they began to discuss various specifics and raised related topics to the acquisition and disclosure process. From July 1 to July 4, 2005, in Beijing Mr. Chih Cheung, Mr. James Z. Li and Mr. James Preissler of China Unistone and Mr. Weidong Hong, Mr. Shuo Zeng and Mr. Peter Li of the Sihitech and e-Channels, had several rounds of discussions. The group discussed the business situations of both Sihitech and e-Channels as part of the initial due diligence review. After completing the due diligence review, the group discussed the basic major terms of the acquisitions including 1) cash and stock considerations; 2) employment agreements for senior executives; 3) roles of Weidong Hong and Zeng Shuo in the combined entity; and 4) future management incentive plan. During the discussions, the representatives of China Unistone consulted with representatives of E.J. McKay & Co.

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about the data for other companies and acquisition transactions. The consultation was by phone. E.J. McKay & Co. representatives were not present at these meetings. These general terms were then memorialized in a written non-binding Letter of Intent which was signed on July 6, 2005. The letter of intent set forth the following principal elements of the acquisition: the consideration to be paid for the Sihitech and e-Channels; valuation methodology for Sihitech and e-Channels; the general terms of the additional purchase price to be paid over time based on performance criteria; board structure and voting agreement; representations and warranties and indemnification clause; and employment agreements of the key personnel. At the meeting, Mr. Shuo Zeng announced that Mr. Edward Sun and Mr. Tan Peng of Milbank will also represent e-Channels' legal interest going forward. The parties also mutually agreed that Sihitech and e-Channels would engage KPMG Huazhen and begin the audit process for the financials of Sihitech and e-Channels.

        After the execution of the letter of intent, China Unistone's local China legal counsel Jun He, under the guidance of partner Richard Yao, commenced preparation of a draft of the stock purchase agreement and sent it to Milbank, the legal counsel for the Sihitech and e-Channels. During the next weeks there were negotiations of various points set forth in the form of stock purchase agreement by means of telephone calls and emails among Mr. Richard Yao representing China Unistone and Mr. Peng Tan and Mr. Edward Sun representing both Sihitech and e-Channels.

        On July 21, 2005, Mr. Benjamin Xie and Mr. Andrew Ru of E. J. McKay & Co. met with the board of directors of China Unistone to give an oral report of their operational due diligence of Sihitech and e-Channels and analysis of the business in which Sihitech and e-Channels operate. At the meeting were all the board members of China Unistone and Mr. Andrew Ru and Mr. Benjamin Xie from E. J. McKay & Co., who performed the research on Sihitech and e-Channels. The board of directors unanimously ratified the letter of intent and resolved to continue with the acquisition process. At the meeting the board of directors also reviewed the latest forms of stock purchase agreement. After consideration of the due diligence findings by E.J. McKay & Co. and discussion, the board of directors authorized the continued negotiations of the terms of the stock purchase agreement and considered and approved the structure of the transaction that would require a redomestication of China Unistone from Delaware to the British Virgin Islands and adoption of a stock option plan for employees to be approved by the stockholders. In addition, Mr. Chih Cheung and Mr. James Li were given authority to continue negotiations of the specific terms of the consideration to be paid to the owners of Sihitech and e-Channels.

        During later July and August 2005, counsel for each of the parties continued negotiating and drafting changes to the stock purchase agreement and some of the related agreements. These negotiations were focused on the specific legal terms used to accurately reflect the Letter of Intent signed on July 6, 2005 including the language for the representations and warranties given by each party to the transactions. Mr. Richard Yao of Jun He continued to act for China Unistone and Mr. Tan Peng of Milbank continued to act for Sihitech and e-Channels. They exchanged drafts of agreements and exchanged telephone calls and emails on specific points.

        The board of directors of China Unistone met on August 31, 2005, at the offices of the company, to review certain negotiations that had occurred between Mr. Chih Cheung and Mr. James Z. Li and Mr. Weidong Hong, Mr. Shuo Zeng and Mr. Peter Li of Sihitech and e-Channels concerning the consideration to be paid by China Unistone. All of the members of the board were in attendance and Mr. Richard Yao of Jun He also participated in the meeting. E.J. McKay & Co. representatives were not present at this meeting. The board was advised of the state of the negotiations about the terms of the acquisitions and the state of the draft acquisition documentation by Mr. Chih Cheung, Mr. James Z. Li and Mr. Richard Yao. The board then was advised of the negotiations that had taken place concerning the terms of the consideration that had been negotiated. Mr. Chih Cheung and Mr. James Z. Li indicated to the board that in their assessment, based on past experiences, they believed that the consideration for the two companies was an appropriate price to be paid. The discussions were oral

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and no formal oral or written presentation were made to the board of directors. After discussion, the terms of the consideration were approved and the officers authorized to continue negotiations of the stock purchase agreement and related agreements.

        During the period between September 2005 and mid-December 2005, Mr. Richard Yao of Jun He and Mr. Peng Tan of Milbank telephone calls and exchanged emails about various points in the agreements and worked on the details with a view of finalization of the stock purchase agreement for its execution. On September 13, 2005, Mr. Richard Yao provided comments to the revised stock purchase agreement from Milbank. On September 26, 2006, Mr. Richard Yao and Mr. Peng Tan had a conference call to discuss comments to the shareholders agreement and the stock purchase agreement. In October 2005, Mr. Benjamin Xie and Mr. Andrew Ru of E.J. McKay & Co. began to work with the Jun He team and Mr. Peter Li of Sihitech on the preparation of this proxy statement/prospectus. In October 2005, Mr. Richard Yao and his Jun He team also performed a legal due diligence on both Sihitech and e-Channels. Also, during October 2005, Mr. Peter Li provided Sihitech and e-Channels' preliminary financial statements which were a condition of China Unistone signing the stock purchase agreement. On November 25, 2005, China Unistone received the finalized version of the draft financial statements.

        On October 18, 2005, China Unistone retained WR Hambrecht + Co for the purposes of rendering an opinion with respect to the fairness to China Unistone, from a financial point of view, of the consideration to be paid under the terms of the stock purchase agreement in connection with the proposed acquisitions of Sihitech and e-Channels. China Unistone selected WR Hambrecht + Co on the basis of its experience as an investment banking firm, reputation and experience in advising on transactions involving Chinese companies and its overall investment banking activities in China, its recognized expertise of information technology companies operating in China, recommendations from other companies that had engaged WR Hambrecht + Co for similar purposes, its ability to do the research and provide the fairness opinion within the required timeframe and the structure of its fee.

        On November 18, 2005, Mr. Chih Cheung and Mr. Richard Yao had a telephone conference call with Mr. Weidong Hong, Mr. Shuo Zeng and Mr. Peter Li to review the obligations of being a reporting company, including compliance with the reporting requirements of the federal securities laws, accounting procedures and Sarbanes Oxley requirements, press release disclosure and timing, shareholder communications, website disclosure, financial public relations methodologies, NASDAQ compliance, and transfer agent requirements.

        During the period from September, 2005 to December 2005, Mr. Chih Cheung and Mr. James Preissler of China Unistone also consulted with its United States law firm, Graubard Miller, and its US legal counsel, Mr. Andrew Hudders, about certain issues related to the stock purchase agreement and engaged in further negotiations with the representatives of Sihitech and e-Channels by email and meeting to finalize all outstanding issues. These meetings were held by telephone conference calls.

        On December 13, 2005, the board of directors of China Unistone met again to review the near final draft of the stock purchase agreement and the terms of the transaction. The meeting was held at the office of the company in Shanghai, China and all the members of the board were in attendance. In addition, Mr. Richard Yao of Jun He was in attendance. E.J. McKay & Co. representatives were not present. Prior to the meeting, copies of the draft acquisition documents were circulated. Also distributed was the valuation analysis of comparable public companies. (A copy of the analysis is included in the discussion in this proxy under "Satisfaction of 80% Test.") Messrs Cheung and Li did not hand out any other written materials. The directors then discussed the valuation analysis. This discussion included review of the consideration that was to be paid under the stock purchase agreement, as analyzed in the valuation analysis. It was generally agreed that the valuation analysis supported the terms of the consideration and earn out provisions set forth in the stock purchase agreement. The directors then engaged in an extensive discussion of the terms of the agreements.

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Mr. Richard Yao reviewed with the board the salient points of the stock purchase agreement and other aspects of the acquisition. He reviewed the method of the acquisition as a reverse merger of Sihitech and e-Channels merging into a subsidiary of China Unistone which would be the surviving corporation, although the accounting acquirer would be one of the target companies. He reviewed with the board the steps being taken by the owners of Sihitech and e-Channels to reorganize to prepare for the acquisition of the operating companies. Mr. Yao also then described the process of redomestication of China Unistone with and into its British Virgin Islands subsidiary, Yucheng. Mr. James Z. Li then discussed the terms of the proposed employment arrangements with the key principals of China Unistone and Sihitech and e-Channels. Mr. James Z. Li also advised the board that management had spoken with representatives of WR Hambrecht + Co by telephone and that subject to the satisfactory completion of its due diligence review, if requested, WR Hambrecht + Co expected to be in a position to issue an opinion with respect to the fairness to China Unistone of the consideration to be paid pursuant to the purchase agreement. No other oral or written presentations were made to the board of directors. After further discussion, the forms of acquisition agreements were approved. It was also determined by the board, that on the basis of the terms of the agreements that they would recommend to the stockholders to approve the acquisition of Sihitech and e-Channels. Neither at this meeting nor at any time before it, did W.R. Hambrecht + Co. make a presentation to the board of directors. Also, W.R. Hambrecht + Co did not issue any fairness opinion, either orally or in writing, with respect to the consideration to be paid pursuant to the stock purchase agreement at or prior to the December 13, 2005 meeting. W.R. Hambrecht + Co. did not convey any information to the board of directors regarding the consideration to be paid at any time prior to the board's deliberations on December 13, 2005.

        The final negotiations of the terms of the stock purchase agreement and related restructuring of the target companies were held in Beijing, China, from December 15, 2005 to December 19, 2005. At these meetings were Messrs. Chih Cheung and Mr. James Z. Li representing China Unistone and its counsel, Mr. Richard Yao of Jun He and Mr. Weidong Hong, Mr. Shuo Zeng and Mr. Peter Li of the Sihitech and e-Channels and their legal counsel Mr. Tan Peng of Milbank. These final negotiations were primarily drafting sessions to clarify and refine certain legal terms in the stock purchase agreement. During these meetings, the group reviewed the entire stock purchase agreement line by line and the related restructuring of the target companies to make sure each party had the same understanding. United States counsel for China Unistone participated from time to time by telephone conference call during these meetings to advise on certain points related to United States law. Their participation in the meetings largely focused on issues revolving around the US securities laws and choice of law provisions, including what law would govern, disclosure obligations, redomestication obligations, compliance with provisions applicable to China Unistone, and proxy solicitation materials. Also discussed were the financial reporting obligations and the contract provisions relating to those related obligations. The stock purchase agreement was finalized on December 20, 2005 and signed on that day.

        China Unistone filed a press release on December 20, 2005 and filed a Current Report on Form 8-K on December 27, 2005 announcing the execution of the stock purchase agreement and discussing the terms of the stock purchase and the acquisition targets.

        On June 29, 2006, the parties to the stock purchase agreement executed an amendment that extended the termination date to November 24, 2006. The parties affirmed the contract as previously executed, subject to the modification and waived the prior termination date of May 31, 2006. China Unistone filed a Current Report on Form 8-K disclosing this modification. The modification was necessary to provide more time to complete the proposed transaction.

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Board Consideration and Approval of Transaction

        While no one factor determined the final agreed upon consideration and terms of the stock purchase agreement and acquisition of Sihitech and e-Channels, China Unistone's board of directors reviewed industry and financial data, including certain valuation analyses and metrics compiled by members of the board in order to determine that the consideration to be paid to the Sihitech and e-Channels was reasonable and that the stock purchase was in the best interests of China Unistone's stockholders. The valuation analysis is included in "Satisfaction of the 80% Test" section of this proxy statement. This valuation analysis was compiled and finalized December 10-11, 2005 before it was presented to the board at its meeting December 13, 2005. Throughout the negotiation process, E. J. McKay & Co. continued to assemble and review relevant due diligence materials and, on July 21, 2005, delivered an oral presentation to the board of directors that included information regarding Sihitech and e-Channels that E. J. McKay & Co. had gathered.

Interest of China Unistone Directors and Officers in the Stock Purchase

        In considering the recommendation of the board of directors of China Unistone to vote for the proposals to approve the stock purchase agreement, the redomestication merger and the stock option plan, the board of directors reviewed that facts surrounding certain arrangements and agreements that members of the board had or would have in connection with the acquisition of Sihitech and e-Channels which provided them with interests in the acquisition that differed from, or are in addition to, those of China Unistone stockholders generally.

        One of the factors considered was that if the stock purchase is not approved and China Unistone fails to consummate an alternative transaction within the time allotted pursuant to its amended and restated certificate of incorporation, China Unistone would be required to liquidate. In such event, the shares of common stock held by China Unistone's directors and officers would be worthless because China Unistone's directors and officers are not entitled to receive any of the liquidation proceeds and any warrants they hold will expire worthless. The security ownership of the China Unistone executives and directors totaled 641,250 shares and 900,002 warrants to purchase the same number of shares of common stock. It was noted, however, as China Unistone's directors and executives are contractually prohibited from selling their shares prior to three years from November 18, 2004, during which time the value of the shares may increase or decrease, it is impossible to determine what the financial impact of the stock purchase will be on China Unistone's directors and executives, but because the 641,250 shares were purchased for $.033 per share, it is likely they will profit regardless of how successful the acquisition is in the future. Based on the market price of $5.54 and $1.20 for a share of common stock and a warrant, respectively, on October 27, 2006, the 641,250 shares have a total market value of $3,552,525 and the 900,002 warrants have a market value of $1,080,002.

        The board also considered that the acquisition transaction contemplated by the stock purchase agreement provide that Mr. Chih Cheung will be the non-executive chairman of the board of the new company and be employed under a written employment agreement. Mr. Cheung's employment agreement provides for an employment period of three years, at a salary of $50,000. Mr. Cheung will also be eligible for a cash bonus of not exceed 100% of the base salary, as determined by the compensation committee. Mr. Cheung will also be eligible to be awarded equity compensation as determined from time to time, the value of which may exceed 100% of the base salary. Mr. Cheung will be provided regular benefits as provided to other executives, such as medical, dental and life insurance, four weeks paid vacation, reimbursed automobile expenses and reimbursement of business related travel and moving expenses. These benefits were negotiated between Mr. Cheung and Messrs. Hong and Zeng and reflect the fact that Mr. Cheung anticipated that he will devote a substantial amount of his working day to the business of Yucheng. Upon an early termination for no cause or upon a breach of the agreement by the company, he would be paid $300,000 as severance and benefits. The employment agreement also provides for the protection of confidential information and a

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three-year non-competition period with the business of Yucheng within the PRC, Hong Kong SAR and Taiwan.

        The board also considered that Mr. James Preissler would be engaged by the new company as a consultant to provide ten hours per week of United States-based investor relations and business strategy services commencing the closing for 24 months, and be paid a consulting fee of $100,000, payable in the aggregate in advance not subject to return if cancelled or terminated prior to the full term. In addition to Mr. Chih Cheung being on the board of directors of the new company, it was also considered that there would be another director of the new company that might be appointed from among the current management of China Unistone. China Unistone would have the right to nominate three of the directors of a nine-member board of directors of the combined company, however, initially the board will only be seven persons. Therefore, it was considered that there would be a continuing representation on the board of the new company.

        It was also considered that Messrs. Chih T. Cheung, James Z. Li and James Preissler, on a joint basis, will be jointly and severally liable for the termination fee of $200,000 that is payable to the Sihitech and e-Channels stockholders if the stock purchase agreement is terminated under certain limited conditions.

        Finally, it was considered that if China Unistone is liquidated without having consummated a business combination, each of Messrs. Chih Cheung, James Z. Li and James Preissler would be personally liable to pay the debts and obligations of China Unistone to vendors that are owed money for services and products in excess of the proceeds of the initial public offering not held in the trust account. As of June 30, 2006, the aggregate amount for which these persons could be liable is approximately $820,000.

China Unistone's Reasons for the Stock Purchase and Recommendation of the China Unistone Board

        The China Unistone board of directors concluded that the stock purchase agreement with Sihitech and e-Channels is in the best interests of China Unistone's stockholders.

        Members of China Unistone's board of directors have experience in performing due diligence of acquisition targets and in valuing companies. China Unistone's CEO, James Z. Li, is also the managing director of E.J. McKay & Co., an investment banking firm focused on mergers and acquisitions and corporate strategy advisory work specializing in China-related transactions. He has conducted over one hundred cross-border M&A transactions in China, with an aggregated transaction value over 100 billion RMB. Prior to joining E.J. McKay & Co., Mr. Li was an M&A banker with Merrill Lynch in New York and Hong Kong, and a consultant with McKinsey in Shanghai. China Unistone's Chairman, Chih Cheung, has been the managing general partner of Staples Asia Investment, a subsidiary of Staples, Inc., created to make investments and form partnerships in the office product market in Asia. Mr. Cheung also was an investment banker in New York and Hong Kong for Goldman Sachs where he worked establishing valuations of companies. China Unistone's CFO, James Preissler, previously worked as an equity research analyst in the technology sector at PaineWebber, Inc., where he prepared equity research reports, evaluated public companies, and established valuations. Mr. Preissler also hold the Series 7, 63 and 24 securities licenses.

        The China Unistone board of directors considered a wide variety of factors in connection with its evaluation of the stock purchase. These factors were weighed against whether they met US $10M to US $50M, positive EBIT, strong industry positioning, a highly capable management team, and the potential to become an industry leader when backed by China Unistone's capital and management support.

        While no one factor determined the final agreed upon consideration and terms of the stock purchase agreement and acquisition of Sihitech and e-Channels, China Unistone's board of directors

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reviewed industry and financial data, including certain valuation analyses and metrics compiled by members of the board in order to determine that the consideration to be paid for the acquisition of Sihitech and e-Channels was reasonable and that the stock purchase was in the best interests of China Unistone's stockholders. The valuation analysis is included in "Satisfaction of the 80% Test" section of this proxy statement. This valuation analysis was compiled and finalized December 10-11, 2005 before it was presented to the board at its meeting December 13, 2005. Individual members of the China Unistone board may have given different weight to different factors. In considering the stock purchase, the China Unistone board of directors gave considerable weight to the factors discussed below.

        Sihitech and e-Channel both had a record of growth and expansion and showed a potential for future growth on the basis of its income during the last couple of years and a review of the contracts on which the two companies were then working. Important criteria to China Unistone's board of directors in identifying an acquisition target was that the company has established business operations, that it was generating current revenues, and that it had what China Unistone believes to be a potential to experience growth in the future. China Unistone's board of directors believes that Sihitech and e-Channels has in place the infrastructure for good business operations, a growing customer base and technological capabilities. Sihitech and e-Channels commenced business operations in the year 1999 and 2001, and it has experienced increases in revenue and net profit in the last three full years. Although revenue projections are inherently uncertain, China Unistone's board of directors believed, and continues to believe, the projections for the Sihitech and e-Channels businesses were reliable, based in part on its expected revenues and its overall business practices, experienced management and growing market for its services. The China Unistone board of directors deemed this a positive factor in its overall decision. The board also believed that the additional capital provided by China Unistone, as a result of the merger, the ability to continue to grow the business of Sihitech and e-Channels and invest in new opportunity in China to meet the needs to the customer base could be enhanced.

        The customer base is mainly comprised of many well-known domestic financial institutions in China, such as China Construction Bank, Industrial and Commerce Bank of China, the Bank of China, and Agricultural Bank of China. Since the overall customer base was primarily limited to the largest banks in China, this was considered by the China Unistone board of directors as potentially unfavorable, as the customer base has yet to penetrate the smaller and mid-tier level banks in China. Additionally, the board of China Unistone believed that the concentration of the customer base around this small group of customers, such as China Construction Bank, could be deemed unfavorable as it puts the business at risk due to a lack of customer diversification. The board believed that there was the potential over time for the customer base to penetrate down into the smaller and mid-tier banks as the marketplace grew and matured. The board believed that, in addition to the capital and management support provided from China Unistone, the ability to continue to expand its sales forces and target these smaller customers over time, could be enhanced.

        Nevertheless, the combined company's existing share of the annual IT budget of these banks is still very small. Therefore, there exists an opportunity to increase sales by simply up-selling an cross-selling existing products and services to the existing client base. While the combined company would still be a relatively small supplier to its customer base, there is room to grow the share of business captured from its customers. Therefore, the board of China Unistone believed that, since there were both positive as well as negative aspects to this point, the board concluded that this was neutral to the overall decision.

        This opportunity of significant and potential growth, along with rapidly developing banking system IT solutions and services segment and positive attitude to foreign investment, helped convince China Unistone's board of directors that a business combination with Sihitech and e-Channels would be in the best interests of China Unistone's stockholders. China Unistone's board of directors believes that Sihitech and e-Channels have the ability to continue growth because: (a) the existing customers represent a recurring revenue stream; (b) the Chinese banking system IT solutions and services market remains fragmented and consists of a number of small companies; and (c) the experience of Sihitech and e-Channels' and their management. Based on the board's review of the Sihitech and e-Channels financial statements and their business model and relationships, the board believes that Sihitech and e-Channels have a lot of potential. Therefore, the board of China Unistone believed that this could be a positive to its overall decision.

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        Another important factor influencing China Unistone's board of directors' decision was that Sihitech and e-Channels represent an opportunity to invest in a growing, dynamic industry. China's huge and growing economy is fostering growth in the financial sector. In the future, there could be an increased demand for banking system IT solutions and services, as China's banking industry modernizes itself and becomes more information technology driven. The board believes that market presence and effective marketing strategies could result in an increase of Sihitech and e-Channel's share of their existing markets and enable Sihitech and e-Channels, on a combined basis, to enter additional markets. Therefore, the board of China Unistone believed that this could be a positive to its overall decision.

        Another reason for China Unistone's board of directors' decision was that the combined company will have a seasoned management team with specialized knowledge of the markets within which it operates and the ability to lead it in a rapidly changing environment. China Unistone's board of directors believes that Sihitech and e-Channel's management has demonstrated that ability. By utilizing its growing revenues to expand its market share and develop additional products, Sihitech and e-Channel's management seems to have demonstrated a commitment to a strategy that has given it a good presence in the banking system integration service industry in the PRC. Therefore, the board of China Unistone believed that this could be a positive to its overall decision.

        China Unistone's board of directors considered the risk that the current public stockholders of China Unistone would vote against the stock purchase and demand to redeem their shares for cash upon consummation of the stock purchase, thereby depleting the amount of cash available to the combined company following the stock purchase or cause a condition of the stock purchase agreement not to be met. China Unistone's board of directors deemed this risk to be no worse with regard to Sihitech and e-Channels, than it would be for other target companies and believes that Sihitech and e-Channels will still be able to implement its business plan, even if the full amount of the funds deposited in the trust account are not available at closing. Therefore, the board of China Unistone believed that this could be a neutral to its overall decision.

        In performing the analysis described above, China Unistone's board of directors orally was presented with comparative company information that was compiled by E.J. McKay & Co., which included comparative company information that was sought at the request of members of the board of directors of China Unistone and took into account suggestions offered by E.J. McKay & Co. and WR Hambrecht & Co. The E.J. McKay & Co. oral presentation included a general description of the business of Sihitech and e-Channels as it existed prior to the report and a diagram on the whiteboard of Sihitech and e-Channels' business model. A separate diagram showed the capital structure of Sihitech and e-Channels as of the date of the presentation, projected uses of the cash that would be available after the merger, including rough estimates of how much could be allocated to working capital, capital allocated for growth and business expansion, as well as an organizational chart for Sihitech and e-Channels. The anticipated capital structure presented included the combined assets and liabilities of both companies post merger as well as the contribution of the China Unistone shares, cash, and warrants. We estimated that the capital structure post merger would include the contribution of the China Unistone cash, limited debt, and the additional 6.9 million warrants outstanding. The organizational structure that was anticipated included the China Unistone Chairman, Mr. Chih Cheung, continuing on as the Chairman of the combined company post merger. The current CEO of Sihitech, Mr. Weidong Hong, would be CEO of the combined company post merger, while the current CEO of e-Channels, Mr. Shuo Zeng, would assume the role of COO of the combined company. The current CFO, Mr. Peter Li, would assume the role of CFO of the combined company. The E. J. McKay & Co. representatives then gave an oral review of the market overview of Sihitech and e-Channels that described the Chinese banking system integration services market generally and how Sihitech and e-Channels fit into and compete within that market. The oral presentation showed Sihitech and e-Channels to be engaged principally in system integration services, which the board of China Unistone believed could be a potential negative to its overall decision. The oral presentation also showed

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Sihitech and e-Channels moving into high value information technology services that carry higher relative margins such as software, solutions and consulting, both as a diversification and an expansion strategy. The oral presentation described how Sihitech and e-Channel's plan to concentrate more on the information technology services like IT consulting and outsourced operations in future, which the board of China Unistone deemed this as a potential positive to its overall decision. It also provided information regarding the geographical markets in which Sihitech and e-Channels compete within the PRC. A separate oral presentation examined the competitive and other threats that Sihitech and e-Channels face in conducting their business, including both local and foreign competitors. The materials contained a detailed overview of the services currently provided by Sihitech and e-Channels. There was a presentation that described the Sihitech and e-Channels' business models. Among the elements in those business models are plans to diversify the customer base by attracting other state-owned banks as well as other large/medium sized banks that are currently not the customers of the companies, increase market share and reduce the dependence on major customers, expand into other industry besides banking and financial segment, form strategic alliances with tech partners with applications incorporated and integrated with their software, provide a complete range of front-end banking products, provide complete end-to-end IT consulting service to clients and substantially increase the contribution of higher margin activities to revenue, which the board of China Unistone believed could be a potential positive to its overall decision. An additional oral presentation segment on personnel examined the role of its principal executives of Sihitech, including Mr. Weidong Hong, who is the CEO, Mr. He Changqing, Director and in charge of business strategy development and software development matters and Ms. Wang Yanmei, Director and Group Finance Manager. The information described in this part of the presentation supports China Unistone's board of directors' determination that Sihitech and e-Channels have an experienced and talented management team, capable of continuing the success achieved in the past. Another segment of the presentation described the risks inherent in the business plans of Sihitech and e-Channels. These risks are discussed, among others, in the risk factors section of this proxy statement/prospectus.

        Another part of the E. J. McKay & Co. presentation discussed the history of Sihitech and e-Channels that showed a record of growth, including rapidly increasing revenues and solid gross profit. E. J. McKay & Co. prepared for the board of directors an analysis of the post-transaction value of Sihitech and e-Channels. They analyzed comparable companies in the banking and financial software services category, taking into account their relative market presences and cycle maturity. They prepared a list of comparative price/earnings ratios of these companies and compared them to the price/earnings of Sihitech and e-Channels and their anticipated price/earnings. The valuation for the future of Sihitech and e-Channels was based on various assumptions, including projected top-line sales, assumed margins, and projected net income. Capital resources were taken into account, based on the capital of the company after the acquisition and for income and reinvestment, and for the potential of exercise of outstanding warrants of China Unistone. Based on this analysis, E. J. McKay & Co. concluded that comparatively speaking, the enterprise value of Sihitech and e-Channels, immediately after the acquisition, was favorable. On the basis of the analysis, they concluded that the board of directors, from an economic point of view, should consider the acquisition of Sihitech and e-Channels. The board of China Unistone believed this was a positive to its overall decision.

        China Unistone's board of directors also considered the methods by which a foreign company may own and control the PRC companies that are newly organized industries. In structuring the transaction and in preparing the documentation, China Unistone retained its own PRC counsel, Jun He, for advice. The agreements were drafted by its PRC counsel, Jun He, and reviewed by United States counsel, Graubard Miller. The stock purchase agreement provides for opinions of PRC counsel on the validity and enforceability of all the agreements by Sihitech and e-Channels.

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Satisfaction of 80% Test

        It is a requirement that any business acquired by China Unistone have a fair market value equal to at least 80% of its net assets at the time of consummation of the acquisition, which assets shall include the amount in the trust account. Based on standards generally accepted by the financial community, including the financial analysis by China Unistone of Sihitech and e-Channels which was generally used to approve the transaction, the China Unistone board of directors independently determined in connection with their approval of the Stock Purchase Agreement that this requirement will be met. Additionally, the board of China Unistone believed the acquisition of Sihitech alone was determined to be sufficient to satisfy this requirement. In reaching this conclusion, the China Unistone board of directors considered a number of factors.

        In order to meet the 80% test, China Unistone would need to issue in excess of 80% of the value of its 4,200,000 total shares outstanding representing total assets of $18,362,282, or total assets per share of $4.37 as of December 31st, 2005. To meet the 80% test, China Unistone is therefore required to issue in excess of 3,360,000 million shares representing total assets in excess of approximately $15,000,000. At the December 13, 2005 meeting, the board of directors of China Unistone met to review the near final draft of the stock purchase agreement and the terms of the transaction. The meeting was held at the office of the company in Shanghai, China and all the members of the board were in attendance. At this point the board determined that it would issue approximately 3,900,000 shares, with an approximate additional 1,400,000 shares based upon 2005 and 2006 performance for a total of approximately 5,300,000 shares, representing approximately $23,000,000 in total asset value at that time. This amount is in excess of 80% of its assets anticipated as of the closing, and therefore it satisfies the requirement of the 80% test.

        To determine the value of the transaction, the board of China Unistone compiled a list of 19 comparable U.S. listed companies broken into 4 groups as well as 10 Chinese companies listed in the U.S. and/or Hong Kong broken into 2 groups. The total of 29 companies were deemed by the board of China Unistone to be comparable to Yucheng Technologies on the basis of the combination of Sihitech and e-Channels. Included in its review of the 29 companies above, comparable companies in the following industry sectors:

•

Enterprise Resource Planning software providers that are U.S. listed. This group was comprised of 5 companies with an approximate range of total enterprise values between $100 million and $1 billion;



•

Online Financial Services Industry software providers that are U.S. listed. This group was comprised of 5 companies with an approximate range of total enterprise values between $100 million and over $4 billion;



•

Financial Services Industry ("FSI") software conglomerates that are U.S. listed; This group was comprised of 3 companies with an approximate range of total enterprise values between $3 billion and $37 billion;



•

Information technology system integrators that are U.S. listed. This group was comprised of 6 companies with an approximate range of total enterprise values between $500 million and $20 billion;



•

Chinese based technology related businesses that are U.S. listed. This group was comprised of 6 companies with an approximate range of total enterprise values between $70 million and $500 million; and



•

Chinese based IT providers to FSI that are Hong Kong listed. This group was comprised of 4 companies with an approximate range of total enterprise values less than $20 million and over $300 million.

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        The companies used for this analysis were as follows:

•

Comparable company data from Capital IQ including consensus estimates



•

"CY" equals "Calendar Year"



•

Total Enterprise Value equals Market Cap plus Debt less Cash plus Preferred Stock plus Minority Interest.

        The board then examined the price earnings ratio to these companies. The overall average price earnings ratio for the 29 companies was 30.1x and the median was 23.7x. The overall average price earnings ratio for the 10 Chinese companies was 24.4x and the median was 16.7x. The lowest price

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earnings ratio was 8.3x for the group. The board used the 16.7x median price earnings ratio of the 10 Chinese companies because it was the lowest and, therefore, the most conservative.

        As set forth in the following table are the results of this subsection:

        Due to the inherent differences between the business, operations and prospects of Yucheng on a post-transaction basis and the other businesses, operations and prospects of each of the companies included in the comparable company analysis, the board of China Unistone believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the comparable company analysis and accordingly also made qualitative judgments concerning differences between the financial and operating characteristics and prospects of Yucheng on a post-transaction basis and the companies included in the comparable company analysis that would affect the public trading values of each company.

        The board made several assumptions in deriving statistics about the Yucheng Technologies, solely for the purpose of management determining a value for it on a post transaction basis. Investors should not place any weight on these projections because any projection is subject to many assumptions some or all of which may not be correct or occur as assumed. The assumptions were for the projection of revenues and net income for 2005. The net income assumption for fiscal year 2005 was $3,600,000. This projection was based upon information provided by management of the target companies to China Unistone that 2005 could be a relatively flat year for net income due to a transition in its hardware system integration business. The projected net income for 2005 was determined reasonable in light of the then estimated net income for 2004 of approximately $3,380,000. It was assumed that Yucheng Technologies after the transaction would have either no or very little debt, which debt would be on a short-term basis and no preferred equity issued and outstanding.

        Using these assumptions as the basis for our comparable company analysis, the board determined that Yucheng at closing would have and enterprise value at closing of $33.6 million based upon approximately 9,500,000 shares being issued and outstanding at closing, the closing price of China Unistone stock on the last trading day prior to the December 13, 2005, board meeting of $5.45, minus the cash in trust of approximately $18.2 million, which would imply price earnings multiple of approximately 9.2x at closing. The enterprise value is derived by the following formula: Enterprise Value equals Market Capitalization, plus Debt, plus Preferred Equity, minus Cash and Cash Equivalents. In comparison the 16.7x median price earnings ratio of the 10 Chinese companies and the 24.4x price earnings ratio of the overall comparable peer group, the board of China Unistone determined that the 9.2x multiple to be paid at close for Yucheng Technologies on a post-transaction basis was favorable.

        The board of China Unistone also considered that fully diluted case of the maximum valuation paid inclusive of the contingent consideration. Yucheng Technologies at maximum includes contingent consideration potentially payable in the future, (i) if China Unistone receives $34.5 million in proceeds from additional financings (including conversion of warrants), (ii) if the China Unistone share price exceeds share price targets of US$10.00 for 2006, US$12.00 for 2007 and US$14.40 for 2008 and (iii) if China Unistone meets or exceeds net profit targets of US$8.5 million for 2007, US$11.9 million for 2008, US$16.7 million for 2009 and US$23.3 million for 2010. There is no assurance that any or all such contingent consideration will ultimately be paid. Based on this scenario, the enterprise value would be approximately $64.7 million based upon approximately 16,400,000 shares being issued and outstanding, inclusive of the exercise of the 6,900,000 warrants, as well as an additional 3,811,328 shares

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from net profit target incentives from the years 2007 through 2010 for a total of 20,211,328 shares minus an estimated cash of approximately $45.5 million net of the cash bonus incentives which would imply a price earnings multiple of approximately 17.7x.

        The China Unistone board of directors believes because of the financial skills and background of several of its members, it was qualified to make this analysis itself and conclude that the acquisition of the Yucheng met this requirement without recourse to an independent source.

Use of Capital Funds

        Upon consummation of the stock purchase agreement, the funds held in the trust fund will be available as working capital of Sihitech and e-Channels. There is no specific use of proceeds for this amount, other than general working capital for the two companies. There has not been any allocation between Sihitech or its subsidiaries or e-Channels. Therefore, China Unistone is not able to provide any greater disclosure about the use of proceeds, which disclosure may ordinarily be required under the regulations of the Securities and Exchange Commission in a sale of securities for the raising of capital for a company.

Interest of China Unistone Directors and Officers in the Stock Purchase

        In considering the recommendation of the board of directors of China Unistone to vote for the proposals to approve the securities purchase agreement, the redomestication merger and the stock option plan, you should be aware that certain members of the China Unistone board have agreements or arrangements that provide them with interests in the stock purchase that differ from, or are in addition to, those of China Unistone stockholders generally. In particular:

•

If the stock purchase is not approved within the time allotted pursuant to its certificate of incorporation, China Unistone would be required to liquidate. In such event, the shares of common stock held by China Unistone's directors and officers would be worthless because China Unistone's directors and officers are not entitled to receive any of the liquidation proceeds and any warranty they hold will expire worthless;



•

China Unistone's executives and directors own a total 641,250 shares of China Unistone common stock that have a total market value of $3,552,525 based on China Unistone's share price of $5.54 as of October 27, 2006, the record date. They also own an aggregate of 900,002 common stock purchase warrants that have a market value of $1,080,002 based on China Unistone's warrant price of $1.20 as of October 27, 2006, the record date. Because China Unistone's directors and executives are contractually prohibited from selling their shares prior to November 24, 2007, during which time the value of the shares may increase or decrease. Therefore, it is impossible to determine what financial impact the stock purchase agreement and acquisition will have on China Unistone's directors and executives;



•

The transactions contemplated by the securities purchase agreement provide that Mr. Chih T. Cheung will be a director of Yucheng;



•

After completion of the acquisition, Mr. Chih T. Cheung will have an employment agreement with Yucheng, which provides for a three-year employment period at an annual salary of $50,000 and the opportunity to be granted stock options and other employment related benefits solely for his serving as non-executive executive chairman of the board;



•

After completion of the acquisition, Mr. James Preissler will have a consulting agreement with Yucheng under which Mr. Preissler will provide ten hours per week of United States-based investor relations and business strategy services commencing the closing for a period of 24 months at a monthly rate of $4,166, payable in advance at the closing in the aggregate for a total of $100,000, not subject to return on cancellation or termination of the agreement.

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•

Messrs. Chih T. Cheung, James Z. Li and James Preissler, three of China Unistone's directors and officers will be jointly and severally liable for the termination fee of $200,000 that is payable to the stockholders of Selling Stockholders if the securities purchase agreement is terminated under certain limited conditions; and



•

If China Unistone is liquidated without having consummated a business combination, each of Chih T. Cheung, the chairman of the board, James Z. Li, the chief executive officer and secretary, and James Preissler, the chief financial officer, will be personally liable to pay the debts and obligations of China Unistone to vendors that are owed money for services and products in excess of the proceeds of the initial public offering not held in the trust account, and it is possible that Messrs. Cheung, Li and Preissler may not be able to satisfy those obligations. As of June 30, 2006, the aggregate amount for which these persons could be liable is approximately $820,000. China Unistone believes the three persons have sufficient net worth to satisfy any obligations for which they may be liable. To date, these individuals are holding unreimbursed expense amounts, therefore a certain portion of the foregoing amount will have been paid if China Unistone liquidates. The Company has agreements with these individuals indicating they will be responsible. The Company, when it contracts with vendors also obtains agreement that the vendors will not seek recovery from the funds held in trust. The Company has not taken any other action to assure that the aforementioned individuals will be responsible for the liabilities.

Recommendation of the China Unistone Board

        After careful consideration, China Unistone's board of directors determined unanimously that each of the stock purchase proposal, the redomestication merger proposal and the stock option proposal is fair to and in the best interests of China Unistone and its stockholders. This recommendation was reached at the December 13, 2005 board meeting of the directors of China Unistone. The recommendation is based on the terms of the stock purchase agreement, and in particular the fact that the consideration is largely stock which aligns the interests of the Sihitech and e-Channels former stockholders and management with those of the China Unistone investors. Also, another important aspect of the consideration is that a substantial portion of the consideration is based on the future performance of the target companies. Also, the valuation analysis performed by the board of directors in respect of the satisfaction of the requirement that the value of the targets at closing exceed 80% of the assets of China Unistone lent support to the conclusion that the acquisition was fair to and in the best interests of the China Unistone stockholders. That analysis indicated that the price being paid for the target companies was in line with or better than the valuations of other comparable companies. Certain other terms of the stock purchase agreement were also considered, including the indemnification provisions, the scope of the representations and warranties and the various covenants. The ancillary agreements such as the voting agreement and the continuation of some of the current management in positions with the targets was also thought to be beneficial and protective of the current stockholder interests. Also considered was the fact that the target companies were operating and have had a pattern of revenues, and appeared to have the potential for growth in their industry. The board also considered the redomestication merger in conjunction with the acquisition of the Chinese companies which would provide certain benefits to the company after the merger because it would result in a lower tax rate and elimination of the possibility of additional taxes imposed on United States companies with overseas operations that reduce the availability of funds for operations because of the added United States tax burden. Finally, the board considered the nature of the China Unistone acquisition vehicle and the fact that the stockholders were gaining more value from the consummation of the stock purchase agreement than liquidation. Balanced against this was the fact that the board of directors and management had certain conflicts of interest in the decision process and the risk factors relating to the target companies.

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        By conducting its own analysis of the value of the target companies and arriving at the recommendation to the stockholders of China Unistone that the stock purchase proposal was fair to the stockholders, the board of directors may have assumed additional potential liability in the event of a challenge to the board's decisions and actions. Under Delaware law, a director is fully protected in relying in good faith upon the opinions, reports or statements presented by a person as to matters the director reasonably believes are within such person's professional or expert competence and who has been selected with reasonable care. Without that, the directors may have additional liability if the decision to acquire the target companies was determined to be in violation of the board's fiduciary duties and not covered by the limitations on director liability under Delaware law and the certificate of incorporation.

        China Unistone's board of directors has approved and declared advisable the stock purchase proposal, the redomestication merger proposal and the stock option proposal and unanimously recommends that you vote or give instructions to vote "FOR" each of the proposals to adopt the stock purchase proposal, the redomestication merger proposal, the stock option proposal and the election of directors.

        The foregoing discussion of the information and factors considered by the China Unistone board of directors is not meant to be exhaustive, but includes the material information and factors considered by the China Unistone board of directors.

Opinion of Financial Advisor to the China Unistone Board of Directors

        On August 29, 2006, WR Hambrecht + Co., LLC rendered its oral opinion to the China Unistone board of directors, subsequently confirmed in writing, that as of August 29, 2006, and based upon and subject to the assumptions, qualifications and limitations stated in its opinion, each of the minimum transaction consideration and the maximum transaction consideration (as those terms are defined below) was fair, from a financial point of view, to China Unistone.

        The full text of WR Hambrecht + Co's written opinion, dated August 29, 2006, is attached as Annex J to this proxy statement. Stockholders of China Unistone are encouraged to read WR Hambrecht + Co's opinion carefully in its entirety for a discussion of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by WR Hambrecht + Co in rendering its opinion. The following is a summary of WR Hambrecht + Co's opinion and the methodology that WR Hambrecht + Co used to render its opinion. This summary is qualified in its entirety by reference to the full text of WR Hambrecht + Co's opinion.

        For purposes of WR Hambrecht + Co's opinion and this section, the following terms have the meanings indicated below:

•

"successor company" means the wholly owned subsidiary of China Unistone into which China Unistone intends to merge in connection with the acquisitions of Sihitech and e-Channels provided for in the transaction agreements;



•

"Yucheng" means Sihitech and e-Channels together;



•

"transaction" means the proposed simultaneous purchase of the stock of Sihitech and e-Channels by successor company;



•

"transaction agreements" means the series of agreements dated December 20, 2005, filed as exhibits to China Unistone's current report on Form 8-K dated December 27, 2005, pursuant to which (among other things) the transaction will occur;



•

"minimum transaction consideration" means the consideration of approximately $4 million in cash plus 5.3 million ordinary shares of successor company to be paid upon the closing of the transaction;

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•

"maximum transaction consideration" means the aggregate of the minimum transaction consideration and the contingent consideration of up to $10 million in cash plus up to 3.8 million ordinary shares of successor company potentially payable in the future, following the closing of the transaction, with the maximum consideration payable if each of the following is achieved: (i) if China Unistone receives $34.5 million in proceeds from additional financings (including conversion of warrants), (ii) if the China Unistone share price exceeds share price targets of US$10.00 for 2006, US$12.00 for 2007 and US$14.40 for 2008, and (iii) if China Unistone meets or exceeds net profit targets of US$8.5 million for 2007, US$11.9 million for 2008, US$16.7 million for 2009 and US$23.3 million for 2010. There is no assurance that any or all such contingent consideration will ultimately be payable; and



•

"transaction consideration" means the Minimum Transaction Consideration and the Maximum Transaction Consideration.

        WR Hambrecht + Co did not, for the purposes of its opinion, differentiate between the respective portions of the minimum transaction consideration and the maximum transaction consideration payable in the acquisitions of Sihitech and e-Channels separately since, pursuant to the transaction agreements, the acquisitions are mutually conditioned and will occur at a single closing.

        WR Hambrecht + Co's opinion was provided for the use and benefit of the China Unistone board of directors in its solicitation of stockholder approval for the transaction. WR Hambrecht + Co's opinion was not intended to be and did not constitute a recommendation to the China Unistone board of directors of the transaction over any other alternative transactions which may be available to China Unistone and did not address the underlying business decision of the China Unistone board of directors to proceed with or effect the transaction, or constitute a recommendation to the holders of China Unistone common stock as to how such stockholders should vote or as to any other action such stockholders should take regarding the transaction. WR Hambrecht + Co's opinion did not address the fairness of any specific portion of the transaction, other than the transaction consideration. The amount of the minimum and maximum consideration was determined pursuant to negotiations between China Unistone and the principals of Sihitech and e-Channels, and not pursuant to recommendations of WR Hambrecht + Co

        In arriving at its opinion, WR Hambrecht + Co:

(i)

reviewed the transaction agreements and the accompanying schedules and exhibits thereto and the specific terms of the transaction set forth therein, and assumed that the final form of the transaction will not vary in any regard that is material to its analysis from the transaction agreements;



(ii)

reviewed publicly available information and other data with respect to China Unistone that WR Hambrecht + Co believed to be relevant to its analysis, including China Unistone's IPO prospectus dated November 18, 2004, Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2004 and 2005, and interim reports on Form 10-QSB for the quarters ended March 31, June 30 and September 30, 2005, and March 31 and June 30, 2006, in each case together with any amendments;



(iii)

reviewed certain other publicly available Securities and Exchange Commission filings made by China Unistone, including current reports on Form 8-K;



(iv)

reviewed certain financial and operating information with respect to the business, operations and prospects of Yucheng furnished to WR Hambrecht + Co by the management of China Unistone, including projections of the future financial performance of Yucheng prepared by the management of China Unistone after consultation with the management of Yucheng and which WR Hambrecht + Co understood had been prepared in accordance with US generally accepted accounting principles (referred to in this section as "US GAAP");