ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following is management's discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words "believe," "anticipate," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be place on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements, except to the extent required by law.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a leading access-network solution provider serving the Chinese market. Since 1997, we have operated in the Chinese market and in 2006, we expanded our marketing efforts to include Vietnam, Indonesia, Malaysia, Thailand and India. In 2007, Beijing Telestone Communication Technology Corporation was established as one of our subsidiaries focusing on developing and managing our overseas businesses. Currently, our marketing efforts have expanded to 29 countries around the world, including the U.S., Vietnam, Mexico, Brazil, Russia, India, the Philippines, Thailand, Ireland, Ecuador, Mongolia, South Africa, Turkey, Indonesia, Colombia, Costa Rica, Argentina, Ukraine, Kazakhstan, Singapore, South Korea, Hong Kong (SAR), Saudi Arabia, New Zealand, Bangladesh, the UAE, Canada and Iceland. Continued expansion outside of China is one of our core strategies. We believe that the quality of our products and services will allow Telestone to be increasingly competitive internationally.

Our access-network solutions include the research and development ("R&D") and application of access-network technology. In addition to our homegrown access-network equipment, which includes repeaters, antennas and radio-frequency peripherals, we also offer project design, project management, installation, maintenance and other after-sales services to our customers. Our access-network solutions are designed to further enhance the coverage of mobile telecommunications networks, which in turn improves the quality of reception for mobile phone users. The solutions we provide to the telecommunications industry can be used in indoor and outdoor environments, including hotels, residential estates, office buildings, airports, exhibition centers, underground stations, highways and tunnels.

In 2008, we launched WFDS (as defined below), a next generation wireless distribution system. WFDS is an all-optical network that combines the technologies of both wireless and optical telecommunications. This system supports all mobile telecom networks and various other networks, including WLAN, FTTH, traditional telephone, and video surveillance systems. In 2010, we began generating revenues from WFDS installations. For the six months ended June 30, 2012, we have completed 332 WFDS installations.

In addition, our WFDS technology provides several important benefits to Telestone and its investors: WFDS offers an opportunity for us to diversify our customer base; WFDS generates 40.85% of the gross margin of the company; WFDS also targets a different customer base - property developers and managers - rather than the large telecom carriers targeted by some of our other products, and these customers tend to make payments more quickly, which should reduce our accounts-receivable days' sales outstanding ("DSOs") over time. Finally, WFDS is a technology platform, and we have a pipeline of WFDS technologies slated for launch over the next several years.

While we expanded our sales from purely consisting of a RF-based wireless product portfolio to one including sales from our Unified Local-Access Solution ("WFDS") products, our traditional RF-based products still remain a strong growth driver for Telestone and we received more than 68.57% of our revenues from RF-based products in the second quarter of 2012.

We are committed to the research and development of wireless communication related technology. Over 90% of our technology is developed in-house at our R&D center. We employ an experienced and highly trained professional staff of scientists and engineers that concentrate on the invention and further advancement of wireless communication technology. We have over 100 R&D specialists, many of whom are industry experts in telecommunications - all have at least a bachelor's degree, and 40% have a master's degree or above. As a result of our commitment to R&D, our innovative WFDS technology, since its introduction, has received recognition in the telecommunications industry and has won awards and praise from several telecommunications carriers.

Page 24 of 40

Also, in order to provide fast and high quality service to our customers, we have established more than 30 locations throughout China. These locations offer sales, project survey, design, project management and installation and maintenance services. We believe that this sales and service strategy enhances our ability to increase our existing customer base in the PRC and enables us to provide timely responses to customers' inquires as well as technical and maintenance service upon our customers' requests. Our sales efforts are not focused in nor dependent upon any particular region or province of the PRC.

As the mobile market in China has matured, mobile operators have been continuing to invest for the future. For example, since 2011, the Chinese telecommunications industry has witnessed accelerated development in the form of a rapid rollout of 3G network investments as well as commitments to introduce 4G technology. Such was also evidenced by China Mobile, China Telecom, and China Unicom's €1.178 billion ($1.625 billion) purchase of network and application solutions, and integration and maintenance services from Alcatel-Lucent on November 5, 2010 during the visit of Chinese President Hu Jintao to France.

We also believe that disparate technologies used by mobile carriers in the United States, and the continued roll-out of 3G and 4G also provide a conducive environment for creating potential demand for our equipment and solutions in the United States.

Telecom Carriers' Layout for Next-generation Communications Market

The industry trend amongst international mainstream telecom carriers is to accelerate the shift towards the construction of next-generation communications networks, such as LTE. At the 2012 World Mobile Communications Conference, held in Barcelona, China Mobile and its partners jointly published plans to construct more than 500,000 TD-LTE base stations over the next three years. These base stations will service up to 2 billion people. In China, nine cities, including Shenzhen and Hangzhou, and over 20,000 base stations will be involved in commercial testing of this plan. Also, in Hong Kong, China Mobile will begin to provide LTE-TD/FDD services. China Unicom also has plans to build a LTE Trial Network. These investments are expected to create new opportunities in our industry.

To speed up China's Wireless City, Smart City Construction

In recent years Chinese large and medium-sized cities have actively constructed "wireless cities" using a variety of wireless access technologies to provide on-demand anytime, anywhere wireless network access. These networks offer a full range of information, government, business and public services, to promote the development of tourism and other industries and to enhance the image of the city.

The "Big 3" carriers have used Wi-Fi to accelerate the development of such wireless cities. At present, the extent to which the Big 3 have publicized the efforts to develop wireless cities clearly demonstrates that wireless cities represent not only a "flagship" product of the carriers but also the future of the telecom industry in China.

As a result of the demands of rapid urban population growth and in order to efficiently use resources, a growing number of cities have begun implementing "smart city" building strategies. Such smart cities will focus on the integration of technology into a strategic approach to sustainability, citizen well-being, and economic development. Such integration will enhance the functionality of buildings, the provision of utilities, the convenience of transportation, and the effectiveness of government. It is expected that the telecommunications industry will be a major beneficiary of these activities. In 2012, China will focus on building smart cities. In building smart cities, the government will promote the use of wireless, digital, and intelligent buildings which will inevitably become an important part of such construction. Also, at present, China has hundreds of cities proposing to begin construction of smart cities and/or wireless cities.

Growth in Mobile Subscribers

Growth in the wireless infrastructure market has also been driven by the significant increase in the number of mobile subscribers and in the amount of data transmitted over wireless networks by smart phones in China. This growth has resulted in increasing burdens being placed on the carriers' wireless infrastructure. Overworked wireless networks result in poor wireless service, slow data transfer rates and dropped calls. In order to alleviate the burdens being put on the wireless infrastructure and to increase wireless network capacity, the Big-3 continue to deploy and upgrade their wireless infrastructure equipment.

"The Internet of Things"

In Chinese organizations and businesses, a budding phenomenon referred to as "The Internet of Things" has developed. The Internet of Things literally translates into "the connection of things", whether they are products, components or systems, so that individuals can communicate intelligently with one another and can communicate remotely with their home and office computers, home appliances and other electronic devices. Everything from home appliances, public infrastructure and facilities to logistic processes will be assigned an IP address and connected to the Internet of Things through a wired or wireless connection. This demand is expected to increase the need for wireless infrastructure.

Increasing and Evolving Need for Indoor Wireless Coverage

Historically, "indoor wireless" meant only Wi-Fi enabled laptops, but currently, mobile users in China also rely on mobile phones and smart phones, BlackBerry devices, PDAs, and two-way radios to communicate. All of these devices require indoor wireless coverage to operate effectively. However, while many residential and commercial properties in China may have wireless local-area networks (LAN networks), the vast majority do not have indoor wireless cellular coverage for mobile or smart phones. In order to better serve the needs of their tenants, we expect that property owners will increasingly look to deploy indoor wireless coverage solutions.

Page 25 of 40

The state has decided the integration of telecommunications networks, TV and radio broadcasting networks, and the internet to be the next step in the evolution of these industries. Such integration shall include telecommunications, broadcasting, internet communications, broadband, digital TV, next-generation internet, network interoperability and resource sharing, voice, data and broadcasting, etc. This integration does not mean unification of these industries, but rather integration of services provided by players in each of the respective industries. This broad extension of the market space will create more development opportunities.

Integration involves systems, management, business and other complex distribution of benefits problems. In order to overcome these integration issues, the potential monopoly issues must be overcome. A comprehensive integration can only be achieved when true peer-to-peer access becomes possible, in other words, true distribution of business content and business interests in order to form an effective mode of operation.

It is crucial to break the barriers created by potential monopolies to ensure coordination between the broadcasting businesses and telecommunications services. Users should be able to select networks to access the internet, watch TV, communicate over the phone and use other telecommunications value-added services through the network. As a result, traditional monopolies will be diminished, and gradually new industry standards will be established. We expect this integration will play a significant role in benefitting the ecology of the telecommunications and broadcasting industries.

The Broadband Strategy Project will Benefit the Entire Communications Industry

The 12th Five-Year National Strategic Emerging Industries Development Plan ("the 12th Five-Year Plan") issued by the State Council, for the first time stated the implementation of the "Broadband Strategy Project" and included it in the "20 major projects". The Broadband Strategy Project demands that by the end of the "12th Five-Year Plan" city and rural households' broadband should have more than 20 megabits and 4 megabits access capability, respectively. It also demands wide promotion of the integration of telecommunications networks, TV and radio broadcasting networks, and the internet.

The Broadband Strategy Project will be included in "20 major projects" in strategic emerging industries. It will accelerate the construction of next generation information networks, using ultra-high-speed fiber and wireless communications technology, and therefore be beneficial for both telecommunication and IP network equipment providers.

The main methods of the Broadband Strategy Project are to accelerate the construction of the broadband optical access network to promote coverage of the third generation mobile communication (3G) network, and to carry out large-scale commercial demonstrations of TD-LTE. It also promotes the implementation of next-generation internet, full implementation of the radio and television digital transformation, network integration, organization of key technologies, equipment, intelligent terminal research and development and industrialization.

4G development in China

The 4G wireless network development is led by the China Mobile TD-LTE. In 2012, China Mobile's TD-LTE scale technology pilot cities have been expanded from 6 cities at the early stage, including Shanghai, Nanjing, Hangzhou, Guangzhou, Shenzhen and Xiamen, to 13 cities, with Beijing, Tianjin, Qingdao, Shenyang, Ningbo, Chengdu and Fuzhou being newly covered.

Due to the competitive disadvantage of 3G, China Mobile has been urged to develop TD-LTE, and mobile companies from different cities compete for inclusion in the scale technology pilot cities. The bidding process for TD-LTE terminals will begin in the second half of 2012. China Mobile plans to complete 20,000, 200,000 and 350,000 TD- LTE base stations by the end of 2012, 2013 and 2014, respectively.

In early 2012, China Unicom conducted a test of LTE-FDD technology in Shanghai. According to releases from the Ministry of Industry and Information Technology, China 4G licenses will be issued in China within the next two to three years.

Our Solution

We design, engineer and sell RF-based local-access network solutions for indoor and outdoor wireless coverage and WFDS solutions for unified local access-network coverage. In the past, our focus has been on RF-based local access-network solutions, but in the future we expect to leverage our WFDS technology to transition our customers to a unified local access-network solution. Our WFDS solutions are designed for use by property owners of all types of buildings including enterprises, municipalities, small businesses and homes. Our unified local access-network WFDS solutions integrate multiple access services, have a lower total cost of ownership and provide better wireless coverage.

Page 26 of 40

We plan to leverage our WFDS technology in order to increase our penetration into the Chinese market and to strengthen our relationships with the Big-3 for whom we believe our WFDS solution is a critical component to remain aligned with industry trends and government-sponsored initiatives.

Key benefits of our unified local access-network WFDS solution include:

· Compatibility with the Big-3's technologies and integrated services. Our WFDS solution is the industry's first solution capable of providing integrated services on a single integrated platform. Our unified solution approach as well as our commitment to research and development have strategically positioned us to be a beneficiary of the Chinese government's directive for network convergence.

· Reduction in capital expenditures. The combination of integrating services along with the use of our patented fiber-optic technology should enable the Big-3 to significantly reduce their wireless infrastructure capital expenditures.

· Reduction in space required. Thanks to our WFDS technology, property owners can reduce the installation space required for mobile wireless cable and internet service by consolidating eleven devices into one. In a single compact and completely optical platform, we offer integrated solutions streamlined to meet our customers' requirements.

· Easy to install, use and maintain. Our WFDS solution enables a property owner to deploy a single multi-functional platform in a simple and consolidated form. WFDS is easy to install, centrally managed, compatible with 2G and 3G services, and is forward compatible with 4G services.

RF-based Local Access Network Solutions

We provide RF-based local access-network solutions to the telecommunications industry for various venues and premises including hotels, residential estates, office buildings, airports, exhibition centers, underground stations, highways and tunnels. Our suite of products that we deploy as part of these solutions includes base stations and tower mounted amplifiers, antennas, couplers and splitters. Our RF-based products support various 2G and 3G transmission standards, including CDMA, W-CDMA, GSM and TD-SCDMA.

We provide the public mobile communication access resident wireless access network U-DAS solution to our customers. U-DAS applications include transportation hubs (airports , railway stations ), large venues (sports stadiums , convention centers), office and commercial buildings (office buildings, hotels, shopping centers), hospitals, campuses, residential quarters, etc., where it provides signal access and coverage for the operators of 2G, 3G, and even LTE-FDD and LTE-TDD networks.

TIPS Solutions

Telestone Intelligence Premises System ("TIPS") is a groundbreaking technology based on Telestone's WFDS technology. The core of TIPS is Telestone's Unified Premises Information Network System ("UPINS") technology, which, in real-time, distributes all information generated or required at any time and at any location within a premises network. TIPS networks are characterized by ultra-wide bandwidth, long transmission distances, and multi-cascading technology. As of June 30, 2012, we have completed the theoretical research and development of the core technology for TIPS.

TIPS is expected to be used in a broad range of applications including municipal projects, airports, railways, highways, streets, communities, buildings, houses, and medical facilities, etc. For internal communications capabilities, the functions of TIPS can be divided into IP fiber optic networks and wireless telephony features, office computing optical networks and wireless access capabilities, and wireless access teleconferencing, etc. For external public communications services, the functions of TIPS can be divided into wireless signal coverage for public communications, WLAN coverage for telecommunications carriers, and cable TV access functions, etc. For network management and maintenance, the functions of TIPS can be divided into network monitoring and traffic management, information security management, and behavior management, etc. For security management, the functions of TIPS can be divided into entrance guard and attendance management, video intercom management, and multimedia publishing, etc.

TIPS is closely related to the integration of telecommunications, TV and radio broadcasting and internet access into one unified network, a project initiated by the State Council. TIPS also provides reliable solutions to developing "smart cities" via its comprehensive network integration capabilities, intelligent management, cost-saving materials and unique energy-saving features.

Our Competitive Strengths

We believe that the following competitive strengths enable us to compete effectively and to take advantage of the growth opportunities in our markets:

Page 27 of 40

Strong Research and Development Capabilities

Our R&D capabilities rank among the best in the PRC's telecommunications industry. We have a robust engineering project management system and an experienced engineering team. Our research and development center is equipped with the latest equipment and testing facilities, which give our research and development personnel the tools they require to make significant advances in access-network technologies. In addition, we provide our employees with continuing education which is administered through internal programs.

Our R&D capabilities are recognized and approved by the PRC government and have won accolades such as the Project Certificate of National-level Torch Program and the Project Certificate of Nation-level Spark Program. In addition, a number of our products and systems, several of which have been patented or are patent pending, have been awarded various science and technology honors by PRC provincial and municipal governments. We focus on increasing our research and development efforts to develop superior and proprietary technologies.

Our proprietary WFDS, which is a result of our R&D efforts, is one of the leading indoor access-network products in China. Compared with other traditional wireless distribution systems, our WFDS system has many advantages. Firstly, WFDS uses fiber optic cable to transmit signals. Because of the low signal-loss characteristic of fiber optic cable, signals can be transmitted over long distances, the main unit ("MU") can be placed closer to the signal source and the remote unit ("RU") can be placed closer to the subscribers. Therefore, a micro-power signal source can be used, which reduces interference and noise, generates low electromagnetic interference, and expands the coverage area. Secondly, due to the input port of the MU connecting to the signal combiner, WFDS systems can support multiple signals' access and network integration. WFDS can provide all broadband communication services access in the 500 kHz ~ 3 GHz band for subscribers. Thirdly, due to the fact that each node of the system has the same bandwidth and flow characteristics, WFDS can provide the same communication services for every subscriber. Finally, WFDS systems are easy to manage and flexible for implementing expansion and system upgrades with minimum cost.

Broad and Diverse Market Base

Our business covers a wide region. We have 30 branches throughout China and our business covers approximately 29 countries worldwide.

Experienced Marketing Staff

We employ a group of experienced telecommunications experts and an experienced and technologically savvy marketing staff in China.

Strong Customer Relations

We have maintained long-term relationships with China Unicom, China Mobile, China Telecom and China Netcom as customers for approximately 14 years.

Governmental Support

As a high-tech enterprise with an established track record, our company enjoys the stimulus plans offered by China's industry governmental authorities and by local authorities, including the Ministry of Science and Technology, the Ministry of Industry and Information Technology, the Beijing municipal government and the Administrative Committee of Z-Park.

Our Growth Strategy

In order to maintain our position as one of the leading companies in the PRC's access-network solutions sector, and to expand and diversify our revenue streams, we have adopted the following strategies:

Continue to Focus on Research and Development

We plan to continue to invest in research and development for our key technologies and products to enhance our leading position in the access network technology market and take full advantage of the PRC's investment in 3G and 4G networks. We have dedicated research and development programs to advance access-network solutions for the continuous development of our business.

Seek Selective Acquisitions and Strategic Investments

In the domestic market, we intend to maintain strong relationships with Chinese mobile telecommunications carriers and potentially make selective acquisitions in major provincial markets where we do not have a leading market share. Our potential targets are companies that enjoy a leading market position and have strong business networks in their provincial markets, have strong production capabilities, own applicable value added products and whose customer network platforms adapt to WFDS. We believe that we will further our penetration into provincial markets and raise our overall market share through selective acquisitions and the promotion of new solutions.

Page 28 of 40

Strengthen International Market Presence

We plan to focus on increasing our presence in markets outside of the PRC. We will continue to strengthen our presence abroad by leveraging our expertise and our leading access-network products and solutions. In the United States, we plan to seek cooperation with peers that have strong research and development abilities and develop technology and products that are suitable for the PRC market. We also seek partners within the integration business to sell our products. In developing countries, we only seek cooperation with local integration partners to deliver our access network solution technologies. We then work with these partners to set up our local product distribution channels.

Description of Products and Engineering Services

We design and sell electronic equipment used to provide access-network solutions to our customers. Many of these types of equipment, including WFDS products, RFPA products, passive components and base station antennas as well as engineering supporting fiber optic cable, cable and other auxiliary materials for 2G, 3G, 4G, Broadband access and CATV networks, are highly specialized active microwave components designed to meet the needs of our customers.

In addition to designing and selling our products, we also provide systems integration services to our customers. The primary systems integration services provided to our customers are project design and engineering, specifically, the development and design of indoor (living quarters, hospital systems, and hotels) and outdoor (expressways, railways and no coverage zones) wireless signal complementary coverage solutions and their applied products. This includes the design of the required equipment, implementation, project quality evaluation as well as after-sale maintenance and optimization for system integration products, constructive products for engineering design projects and wireless network optimization products.

Research & Development

We maintain a research and development center where the majority of our products . . .