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

Mar 28, 2002

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 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

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.

4. 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.

* For identification purposes only

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