Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2002

Mar 28, 2002

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Great Wall Cybertech Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Great Wall Cybertech Limited （長 城 數 碼 廣 播 有 限 公 司）[*]

(Incorporated in Bermuda with limited liability)

PROPOSALS INVOLVING ADOPTION OF THE NEW SHARE OPTION SCHEME TERMINATION OF THE 1997 SHARE OPTION SCHEME AND

GENERAL MANDATE FOR ISSUE OF SHARES

A letter from the board of directors of Great Wall Cybertech Limited is set out on pages 4 to 8 of this circular.

A notice convening a special general meeting of Great Wall Cybertech Limited to be held on 15 April 2002 at 16th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong at 9:30 a.m. is set out on pages 17 to 19 of this circular. A form of proxy for use at the special general meeting is enclosed. Whether or not you are able to attend and vote at the special general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the branch share registrar of Great Wall Cybertech Limited in Hong Kong, Tengis Limited, 4th Floor Hutchison House, 10 Harcourt Road, Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the special general meeting or any adjourned meeting should you so wish.

27 March 2002

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix — Summary of the principal terms
of the New Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“1997 Scheme”	the existing share option scheme of the Company adopted
	on 30 January 1997
“Adoption Date”	the date on which the New Scheme is adopted,
	conditionally or unconditionally by the Company in the
	SGM
“Associate”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“Business Day”	a day, other than Saturday, on which banks in Hong Kong
	are generally open for business
“Company”	Great Wall Cybertech Limited, an exempted company
	incorporated in Bermuda with limited liability, the Shares
	of which are listed on the Stock Exchange
“Connected Person(s)”	Directors, chief executive and Substantial Shareholders
	of the Company or any of its subsidiaries or an Associate
	of any of them
“Director”	the director of the Company
“General Allotment Mandate”	a general allotment mandate to allot, issue and otherwise
	deal with the Shares with an aggregate nominal value
	not exceeding 20 per cent. of the aggregate nominal value
	of the share capital of the Company in issue at the date
	of approval of the mandate
“Grantee”	any Participant (as defined in Appendix to this circular)
	who accepts an offer in accordance with the terms of the
	New Scheme, or where the context so permits (in the
	case of any individual) any person who is entitled to any
	Option in consequence of the death of the original
	Grantee (including without limitation his/her legal
	personal representative(s))
“Group”	the Company and its subsidiaries

— 1 —

	DEFINITIONS
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	26 March 2002, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New Scheme”	the new share option scheme of the Company proposed
	to be adopted under Ordinary Resolution No. 1 set out
	in the SGM Notice
“Open Offer”	the open offer approved by the Shareholders on 31
	January 2002 for subscription of a total of 6,461,005,616
	Shares at the price of HK$0.01 per Share
“Option(s)”	a right to subscribe for Shares to be granted under the
	New Scheme and “Options” shall be construed
	accordingly
“Optionholders”	holders of the outstanding options granted under the 1997
	Scheme
“Registrar”	branch share registrar and transfer office of the Company
	in Hong Kong, Tengis Limited at 4th Floor Hutchison
	House, 10 Harcourt Road, Central, Hong Kong
“SGM Notice”	the notice convening the SGM set out on pages 17 to 19
	of this circular
“SGM”	the special general meeting of the Company to be held
	at 16th Floor, Riley House, 88 Lei Muk Road, Kwai
	Chung, New Territories, Hong Kong on 15 April 2002,
	at 9:30 a.m. for the purpose of considering, and if thought
	fit, approving the resolutions recommended in this
	circular
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company

— 2 —

	DEFINITIONS
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Substantial Shareholder(s)”	a person who is entitled to exercise, or control the
	exercise of, 10 per cent. or more of the voting power at
	any general meeting of the Company
“Takeover Code”	Hong Kong Code on Takeovers and Mergers
“VPL”	Vandor Profits Limited, a controlling shareholder of the
	Company who is interested in 30.1% of the existing
	issued share capital of the Company

— 3 —

LETTER FROM THE BOARD

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Great Wall Cybertech Limited （長 城 數 碼 廣 播 有 限 公 司）[*]

(Incorporated in Bermuda with limited liability)

Executive Directors: Wu Shaozhang (Chairman) Wong Kwok Wing (Vice Chairman and Managing Director) Tse On Kin (Vice Chairman and Chief Executive Officer) Yuen Chung Yan Chen Weixiong Weon Du Ho

Independent Non-executive Directors: Lee Shue Shing, Eddie Wong Ying Ho, Kennedy

Registered office: Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda

Principal office: 16th Floor, Riley House 88 Lei Muk Road Kwai Chung New Territories Hong Kong

27 March 2002

To the Shareholders and,

for information only, the Optionholders

Dear Sir or Madam,

PROPOSALS INVOLVING ADOPTION OF THE NEW SHARE OPTION SCHEME TERMINATION OF THE 1997 SHARE OPTION SCHEME AND GENERAL MANDATE FOR ISSUE OF SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the following proposals to be put forward to the Shareholders for their consideration and, if thought fit, approval:

• (a) adoption of the New Scheme;

• (b) termination of the 1997 Scheme; and

• (c) general allotment mandate to issue Shares.

• For identification purpose only

— 4 —

LETTER FROM THE BOARD

2. ADOPTION OF THE NEW SCHEME

Background as to the adoption of the New Scheme

The Board notes that the Stock Exchange on 23 August 2001 announced amendments to Chapter 17 of the Listing Rules, which has come into effect on 1 September 2001. In compliance with the amendments to the Listing Rules and the announcement of the Stock Exchange, the Board considers that it is in the interest of the Company to terminate the 1997 Scheme which is the only outstanding share option scheme of the Company and to adopt the New Scheme.

A summary of the principal terms of the New Scheme is set out in the Appendix headed “Summary of the Principal Terms of the New Scheme” to this circular.

Although the terms of the New Scheme do not impose strict requirements on the Grantee for particular achievement of any performance targets or holding an Option for a certain period before exercise, the Board believes that the requirements of a minimum subscription price as well as the selection criteria prescribed in the terms of the New Scheme will serve to achieve the purpose of the New Scheme as set out on page 9 of this circular.

Information on Existing Scheme

The 1997 Scheme will expire on 30 January 2007. Since the adoption of the 1997 Scheme, options to subscribe for an aggregate of 139,600,000 Shares have been granted under the 1997 Scheme and accepted by the grantees.

As at the Latest Practicable Date, there were 8,076,257,020 Shares in issue and the particulars of the options granted under the 1997 Scheme are set forth below:

	Total
Number of Shares to be issued upon
exercise of the outstanding options	14,800,000
Number of underlying Shares comprised
in options exercised	4,600,000
Number of underlying Shares comprised
in options lapsed	120,200,000
Number of underlying Shares comprised
in options cancelled	0

— 5 —

LETTER FROM THE BOARD

The Board confirms that prior to the SGM, they will not grant any further options under the 1997 Scheme.

Conditions

The New Scheme is conditional on:

• (a) the passing of the Ordinary Resolution No. 1 by the Shareholders at the SGM to approve and adopt the New Scheme; and

• (b) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, any Shares falling to be issued upon exercise of the Options.

Maximum number of Shares subject to the New Scheme

Subject to the approval of the Shareholders of the adoption of the New Scheme at the SGM and conditional upon the Stock Exchange granting approval of the listing of, and permission to deal in, any Shares falling to be issued upon exercise of the Options, the Board will have the right to grant Options to the Participants to subscribe for Shares such that the total number of Shares which may be issued upon exercise of all options to be granted under the New Scheme and any other share option schemes of the Company shall not exceed 10 per cent. of the Shares in issue as at the Adoption Date (such 10 per cent. shall represent 807,625,702 Shares on basis that the issued Shares of the Company as at the Adoption Date will be 8,076,257,020), unless the Company obtains an approval from the Shareholders to refresh such 10 per cent. limit such that the total number of Shares which may be issued upon exercise of all Options to be granted under the New Scheme and any other share option schemes of the Company shall not exceed 10 per cent. of the issued share capital of the Company as at the date of such Shareholders’ approval, but provided always that the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Scheme and any other share option schemes of the Company (including the 1997 Scheme) shall not in aggregate exceed 30 per cent. of the Shares in issue from time to time.

Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, any Shares falling to be issued upon exercise of the Options granted under the New Scheme.

As at the date hereof, no Options have been granted or agreed to be granted under the New Scheme.

— 6 —

LETTER FROM THE BOARD

Value of Option

The Directors consider that it is inappropriate to state the value of all Options that can be granted under the New Scheme on the assumption that they had been granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be determined. Such factors include the exercise period and the conditions that an Option is subject to. Accordingly, any valuation of the Options based on various speculative assumptions would not be meaningful but would be misleading to the Shareholders.

Document available for inspection

A copy of the draft New Scheme is available for inspection during normal business hours at the head office and principal place of business of the Company at 16th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong from the date of this circular up to and including the date of the SGM and at the SGM.

The Company will publish an announcement in the newspapers on the outcome of the SGM for the adoption of the New Scheme on the Business Day following the date of the SGM.

3. TERMINATION OF THE 1997 SCHEME

Under the 1997 Scheme, the Company may by ordinary resolution in general meeting at any time terminate the operation of such scheme. The Ordinary Resolution No. 2 will therefore be proposed for the approval of the Shareholders at the SGM that, subject to the Ordinary Resolution No. 1 approving and adopting the New Scheme being passed, the 1997 Scheme be terminated and no further options be granted under the 1997 Scheme but the options which have been granted during the life of the 1997 Scheme shall continue to be exercisable in accordance with their terms of issue.

4. GENERAL ALLOTMENT MANDATE

As a result of the Open Offer approved on 31 January 2002, the issued share capital of the Company has been increased to 8,076,257,020 Shares. It is proposed that a new General Allotment Mandate be granted to the Directors to issue further Shares prevailing up to 20 per cent. of the aggregate nominal value of share capital of the Company in issue as at the date of passing the relevant resolution. There is however no present intention for any issuance of Shares.

— 7 —

LETTER FROM THE BOARD

5. SPECIAL GENERAL MEETING

Set out on pages 17 to 19 of this circular is a notice of the SGM to be held on 15 April 2002 for the purpose of considering and, if thought fit, passing the resolutions proposed herein.

A form of proxy is herewith enclosed for use at the SGM. Whether or not you are able to attend the SGM in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar, Tengis Limited, 4th Floor Hutchison House, 10 Harcourt Road, Central, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding such meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the SGM or any adjourned meeting should you so desire.

6. RESPONSIBILITY OF THE DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

7. RECOMMENDATION

The Board believes that the resolutions proposed in this circular are in the best interests of the Company and the Shareholders as a whole. The Board recommends that the Shareholders vote in favour of all resolutions to be proposed at the SGM.

Your attention is also drawn to the Appendix to this circular and the SGM Notice set out in this circular.

Yours faithfully,

By order of the Board Great Wall Cybertech Limited Wu Shaozhang

Chairman

— 8 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

The following is a summary of the principal terms of the New Scheme to be adopted at the SGM. For the purpose of this section, references to “Board’’ shall mean the Board or a duly authorised committee thereof, references to “Employee’’ shall mean any full time or part time employee (including any executive and non-executive Director or proposed executive and nonexecutive Director) of the Group, references to “Participant’’ shall mean any Employee and adviser, consultant, agent, contractor, client and supplier who in the sole discretion of the Board have contributed or may contribute to the Group. Unless the context otherwise requires, references to “Shares’’ in this section shall include shares in the Company of any other nominal amount which shall result from a sub-division, consolidation or reduction of the share capital of the Company from time to time.

1. PARTICIPANTS OF THE NEW SCHEME

The Participants of the New Scheme to whom Options may be granted by the Board shall include any Employee, adviser, consultant, agent, contractor, client and supplier of any members of the Group who have contributed or may contribute to the Group.

2. PURPOSE OF THE NEW SCHEME

The purpose of the New Scheme is to recognise and motivate the contribution of Participants and to provide incentives and help the Company in retaining its existing Employees and recruiting additional Employees and to provide them with a direct economic interest in attaining the long term business objectives of the Company.

3. LIFE OF THE NEW SCHEME

The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the New Scheme and in such event no further Options will be offered but the provisions of the New Scheme shall remain in full force and effect in all other respects. In other words Options granted but not exercised before the termination of the New Scheme will still be exercisable. The terms and conditions of the New Scheme including those governing the mode of exercise of an Option will continue in full force and effect with the exception that no further Option will be granted. Subject to the aforesaid, the New Scheme shall be valid and effective for a period of 10 years commencing from the Adoption Date, after which period no further Options will be granted but the provisions of the New Scheme shall remain in full force and effect in all other respects.

— 9 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

4. SUBSCRIPTION PRICE

The subscription price for Shares under the New Scheme will be a price determined by the Board and notified to each Grantee but in any case will not be less than the higher of (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a trading day; (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five trading days immediately preceding the date of grant; and (c) the nominal value of a Share, provided that for the purpose of calculating the subscription price. Upon acceptance of the Option, the Grantee shall pay HK$1.00 to the Company by way of consideration for the grant.

5. RESTRICTION ON THE TIME OF GRANT OF OPTION

No offer of Options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced pursuant to the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (a) the date of the board meeting for approval of the Company’s interim or annual results and (b) the deadline for the Company to publish its interim or annual results announcement under the Listing Rules and ending on the date of the results announcement, no Option shall be granted until such information has been announced pursuant to the requirements of the Listing Rules.

6. MAXIMUM NUMBER OF SHARES

• 6.1. The total number of Shares which may be issued upon exercise of all Options which may be granted under the New Scheme and options which may be granted under any other share option schemes of the Company shall not exceed 10 per cent. of the total number of Shares in issue as at the Adoption Date (the “Scheme Mandate Limit”) unless the Company obtains a refresh approval from the Shareholders pursuant to 6.2 below. Options lapsed in accordance with the terms of the New Scheme or any other share option schemes of the Company under which such options are granted, as the case may be, shall not be counted for the purpose of calculating whether the Scheme Mandate Limit has been exceeded.

• 6.2. The Company may seek approval of the Shareholders in general meetings to renew the Scheme Mandate Limit provided that the Scheme Mandate Limit so renewed must not exceed 10 per cent. of the Shares in issue at the date of the approval of the renewal by the Shareholders. Upon any such renewal, all Options granted under the New Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the New Scheme

— 10 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

and any other share option schemes of the Company and exercised options) prior to the approval of such renewal shall not be counted for the purpose of calculating whether the renewed Scheme Mandate Limited has been exceeded. In seeking the approval, the Company shall send a circular to the Shareholders.

• 6.3. The Company may grant Options to Participant(s) beyond the New Scheme Mandate Limit if the grant of such Options is specifically approved by the Shareholders in general meeting. In seeking such approval, a circular must be sent to the Shareholders containing a generic description of the identified Participant(s), the number and terms of the Options to be granted, the purpose of granting Options to the identified Participant(s), and how these Options serve such purpose.

Notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding Options granted under the New Scheme and options which may be granted under any other share option schemes of the Company shall not exceed 30 per cent. of the total number of Shares in issue from time to time.

7. OPTION SHARES ENTITLED BY EACH GRANTEE

No Participant shall be granted an Option if the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including exercised, cancelled and outstanding Options) in 12 month period up to and including the date of grant to such Participant would exceed 1 per cent. of the Shares for the time being in issue unless the proposed grant has been approved by the Shareholders in general meeting with the proposed Grantee and his Associates abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of the proposed Grantee, the number and terms of the Options granted and to be granted. The number and terms of Options to be granted to such proposed Grantee must be fixed before the Shareholders’ approval and the date of meeting of the Board for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

8. REQUIREMENTS ON GRANTING OPTIONS TO CONNECTED PERSONS

• 8.1. Any grant of Option to a Connected Person must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Option).

— 11 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

• 8.2. Where a grant of Option is to a Substantial Shareholder of the Company or an independent non-executive Director or any of their respective Associates and the proposed grant of Option, when aggregated will result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including both exercised, cancelled and outstanding Options) to such person(s) in the past 12 months period up to and including the date of such grant, would entitle such person(s) to subscribe for over 0.1 per cent. of the total Shares in issue for the time being and an aggregate value of HK$5 million based on the closing price of the Shares at the date of grant, then the proposed grant of Option must be subject to approval by Shareholders on a poll in a general meeting where all Connected Persons of the Company must abstain from voting (except where such Connected Person(s) intend(s) to vote against the proposed grant of Option and his/their intention to do so has/have been stated in the circular). A Shareholders’ circular must be prepared by the Company explaining the proposed grant of Option, disclosing the number and terms of the Option proposed to be granted and the recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Option) as to voting. The Shareholders’ approval as described above will also be required for any change in the terms of any Options granted to a Substantial Shareholder of the Company or an independent non-executive Director or any of their respective Associates.

• 8.3. Additional disclosures will be made in the annual and interim reports of the Company including details of the Options granted to the following persons: (i) each Connected Person; (ii) each Participant with Options granted in excess of the limit referred to in 7 above; (iii) aggregate figures for the Employees; (iv) aggregate figures for suppliers of goods or services: and (v) other Participants in aggregate.

The requirements for the granting of Options to a Director set out in 8.1 and 8.2 above shall not apply where the Participant is only a proposed executive or non-executive Director.

9. TIME OF EXERCISE OF OPTION

An Option may be exercised in accordance with the terms of the New Scheme at any time during a period as the Board may determine which shall not be more than 10 years from the date of grant of the Option subject to the provisions of early termination thereof and the Board may provide restrictions on the exercise of an Option during the period an Option may be exercised.

— 12 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

10. RIGHTS ARE PERSONAL TO GRANTEE

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.

11. RIGHTS ON CEASING EMPLOYMENT

In the event of the Grantee, being an Employee at the date of grant, ceasing to be an Employee for any reasons, other than death or the termination of employment on any of the grounds referred to in 13 below, the Grantee may exercise the Option up to his entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) within the period of one month following the date of such cessation, which date shall be the last actual working day with the Company or the relevant members of the Group whether salary is paid in lieu of notice or not (provided that the retirement of director(s) of the Group by rotation pursuant to the articles of association of the relevant members of the Group at annual general meeting of such member who is/are re-elected at the same annual general meeting shall not be regarded as ceasing employment for the purpose of this paragraph).

12. RIGHTS ON DEATH

In the event of the death of the Grantee (provided that none of the events which would be a ground for termination of employment referred to in 13 below arises prior to the death, in the case the Grantee is an Employee at the date of grant), the legal personal representative(s) of the Grantee shall be entitled within a period of 12 months from the date of death to exercise the Option up to the entitlement of such Grantee as at the date of death (to the extent which has become exercisable and not already exercised).

13. RIGHTS ON DISMISSAL

In the event the Grantee, being an Employee at the date of grant, ceases to be an Employee by reason of termination of employment on the grounds that he has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the Grantee’s service contract, his Option shall lapse automatically (to the extent not already exercised) on the date on which the Grantee ceases to be an Employee.

— 13 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

14. EFFECT OF ALTERATIONS TO CAPITAL

In the event of any alterations in the capital structure of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party) pursuant to a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of capital whilst any Option remains exercisable, such corresponding alterations (if any) certified by an independent financial adviser or the auditors of the Company for the time being as fair and reasonable and in accordance with the requirements set out in this paragraph shall be made in the number of Shares subject to the Option so far as unexercised; and/or the subscription price; provided that no alteration shall be made so that a Share would be issued at less than its nominal value or which would give a Grantee a different proportion of the issued share capital of the Company as that to which he was previously entitled.

15. RIGHTS ON A GENERAL OFFER

If a general offer (whether by takeover offer or scheme of arrangement or otherwise in like manner) is made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the Grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise the Option in full (to the extent which has become exercisable and not already exercised) at any time within 14 days after the date on which the offer becomes or is declared unconditional.

16. RIGHTS ON WINDING UP

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all Grantees and thereupon, each Grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise all or any of his Options at any time not later than 2 Business Days prior to the proposed general meeting of the Company (to the extent which has become exercisable and not already exercised) whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting allot the relevant Shares to the Grantee credited as fully paid.

— 14 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

17. RIGHTS ON A COMPROMISE OR ARRANGEMENT

If an application is made to the court (otherwise than where the Company is being voluntarily wound up) in connection with a proposed compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its members (or any class of them), the Grantee may by notice in writing to the Company within 21 days after the date of such application, exercise the Option in full (to the extent which has become exercisable and not already exercised) or to the extent specified in such notice.

18. LAPSE OF OPTION

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• 18.1. the expiry of the Option period;

• 18.2. the expiry of any of the periods referred to in 11, 12, 15 or 16 above;

• 18.3. subject to 16 above, the date of the commencement of the winding-up of the Company;

• 18.4. the date on which the Grantee ceases to be an Employee by reason of 13 above;

• 18.5. subject to the proposed compromise or arrangement becoming effective, the expiry of the period referred to in 17 above; or

• 18.6. the date on which the Grantee commits a breach of 10 above.

19. RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the bye-laws of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment and accordingly will entitle the holders of Options to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.

— 15 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

20. ALTERATIONS TO SHARE OPTION SCHEME

The New Scheme may be altered in any respect by resolution of the Board except that alterations of the provisions of the New Scheme relating to (i) matters set out in Rule 17.03 of the Listing Rules to the advantage of Participants; (ii) any change to the authority of the Board in relation to any alterations to the terms of the New Scheme; or (iii) the terms and conditions of the New Scheme which are of a material nature (except where such alterations take effect automatically under the existing terms of the New Scheme) shall not be made except with the prior sanction of a resolution by the Shareholders, provided that no such alterations shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alterations except with the consent or sanction in writing of such number of Grantees who shall together hold Options in respect of not less than three-fourths in nominal value of all Shares that to be issued on exercise of the Options granted under the New Scheme.

The amended terms of the New Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

21. CANCELLATION OF OPTIONS GRANTED

Any cancellation of Options granted but not exercised must be approved by the Board. Any Options cancelled cannot be re-granted.

22. PERFORMANCE TARGET

There is no performance target that must be achieved before the Options can be exercised.

23. CONDITIONS OF SHARE OPTION SCHEME

The New Scheme is conditional upon (i) the passing of the necessary resolutions by the Shareholders in general meeting to approve and adopt the New Scheme; (ii) the Listing Committee granting approval of the New Scheme and the granting of Options thereunder, and listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of Options under the New Scheme.

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NOTICE OF SPECIAL GENERAL MEETING

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Great Wall Cybertech Limited （長 城 數 碼 廣 播 有 限 公 司）[*]

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of Great Wall Cybertech Limited (the “Company”) will be held at 16th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on 15 April 2002 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the Share Option Scheme (the “New Scheme”), a copy of which has been submitted to the meeting marked “A” signed for identification by the Chairman thereof, be and is hereby approved and adopted in place of the share option scheme adopted by the Company on 30 January 1997 (the “1997 Scheme”) and that the directors of the Company (the “Directors”) be and are hereby authorized to do all things and deeds to implement or administer the New Scheme and to do all things and deeds pursuant thereto including but not limited to form an executive committee to administer the New Scheme in accordance with the terms therein and other statutory terms, if any, imposed by any governing bodies and to the offer or grant of options and the issue and allotment of shares of the Company (“Shares”) upon the exercise of any option and subject to the terms of the New Scheme the Directors may vote in respect of any resolution under or affecting the New Scheme notwithstanding any interest of any Director.”

2. “ THAT conditional on the passing of Ordinary Resolution numbered 1 set out in this notice convening the meeting of which this resolution forms part, the 1997 Scheme be and is hereby terminated with immediate effect without prejudice to the accrued rights of any participants in the 1997 Scheme.”

3. “ THAT a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot and issue unissued Shares of the Company or securities convertible into Shares or options, warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements or options which would or might require the exercise of such powers either during or after the Relevant Period, in addition to any Shares which may be issued on a Rights Issue (as hereinafter defined) or under any option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of the

* For identification purposes only.

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NOTICE OF SPECIAL GENERAL MEETING

Company and/or any of its subsidiaries of Shares or rights to acquire Shares or any scrip dividend pursuant to the bye-laws of the Company from time to time, not exceeding 20 per cent. of the aggregate nominal value of the share capital of the Company in issue as at the date of this resolution; and

• 3.1. for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

• (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Right Issue” means an offer of Shares open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognised regulatory body or any stock exchange applicable to the Company, or the cost or delay in ascertaining the extent and applicability of any such restrictions, obligations or requirements).”

By order of the Board Wu Shaozhang Chairman

Hong Kong, 27 March 2002

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the special general meeting by the above notice is entitled to appoint one or more proxies to attend and vote instead of such member. On a poll, vote may be given either personally or by proxy. A proxy need not be a member of the Company.

2. A form of proxy in respect of the meeting is enclosed. Whether or not you intend to attend the special general meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. In order to be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a notorially certified copy of such power or authority must be deposited at the branch share registrar of Great Wall Cybertech Limited in Hong Kong, Tengis Limited, 4th Floor Hutchison House, 10 Harcourt Road, Central, Hong Kong no later than 9:30 a.m. on Saturday, 13 April 2002. Completion and return of the form of proxy will not preclude a member from attending the special general meeting and voting in person. In such event, his form of proxy will be deemed to have been revoked.

3. Where there are joint holders of a Share of the Company, any one of such holders may vote at the special general meeting either personally or by proxy in respect of such Share as if he were solely entitled thereto, but if more than one of such holders are present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any Share stands shall for this purpose be deemed joint holders thereof.

The register of members and the Hong Kong branch register of members of the Company will be closed from Friday, 12 April 2002 to Monday, 15 April 2002 (both days inclusive), during which period no transfers of Shares will be registered. In order to be eligible to attend and vote at the special general meeting of the Company to be held on 15 April 2002, all transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tengis Limited, 4th Floor Hutchison House, 10 Harcourt Road, Central, Hong Kong not later than 4:00 p.m. on Thursday, 11 April 2002.

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