Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2001

Dec 17, 2001

Great Wall Cybertech Limited

（長 城 數 碼 廣 播 有 限 公 司）*

(Incorporated in Bermuda with limited liability)

("the Company")

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Special General Meeting of the Company will be held at 16th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on Wednesday, 9 January 2002 at 4:00 p.m. to consider and, if thought fit, pass the following Special Resolution of the Company:-

SPECIAL RESOLUTION

1. "THAT with effect from 6:00 p.m. Hong Kong time on the date on which this resolution is passed

(a) the issued capital of the Company of between HK$161,525,140 and HK$163,005,140 be reduced by between HK$145,372,626 and HK$146,704,626 to between HK$16,152,514 and HK$16,300,514 (depending on the number of shares of HK$0.10 each in issue as at the date hereof) by the cancellation of HK$0.09 in each issued share of HK$0.10 (the "Reduction in Issued Share Capital"); and

(b) the authorised capital of the Company of HK$250,000,000 divided into 2,500,000,000 shares of HK$0.10 each be reduced by HK$225,000,000 to HK$25,000,000 divided into 2,500,000,000 shares of HK$0.01 each by the cancellation of HK$0.09 in each authorised share of HK$0.10 (the "Reduction in Authorised Share Capital"); and

(c) subject to and forthwith upon the Reduction in Authorised Share Capital and Reduction in Issued Share Capital taking effect, the authorised capital of the Company be increased to HK$250,000,000 by the creation of an additional 22,500,000,000 shares of HK$0.01 each; and

(d) the Company shall transfer the credit of between HK$145,372,626 and HK$146,704,626 which will arise as a result of the Reduction in Issued Share Capital to contributed surplus account of the Company; and

(e) any one of the directors of the Company be and is hereby authorised generally to do all things appropriate to effect and implement any of the foregoing."

By Order of the Board of Directors

Tse On Kin

Vice Chairman

Hong Kong Special Administrative Region, 12 December 2001

Notes:

1. The Register of Members will be closed from 7 January 2002 to 9 January 2002, both days inclusive, during which period no share transfers will be registered. In order to be eligible to attend and vote at the Special General Meeting of the Company to be held on Wednesday, 9 January 2002, all transfers accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Secretaries Limited, 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, not later than 4:00 p.m. on 4 January 2002.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. A form of proxy for the Meeting is enclosed. The form of proxy must be deposited at the Company's Principal Office in Hong Kong at 16th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or the adjourned Meeting.

* For identification purposes only

Please also refer to the published version of this announcement in the Hong Kong i-Mail.