Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2006

Oct 16, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Great Wall Cybertech Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

GREAT WALL CYBERTECH LIMITED

*

(incorporated in Bermuda with limited liability)

(stock code: 689)

PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND

TERMINATION OF THE EXISTING SHARE OPTION SCHEME

A notice convening a special general meeting of the Company to be held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong at 10:30 a.m. on Monday, 6 November 2006 is set out on pages 15 to 16 of this circular. A form of proxy is also enclosed. Whether or not you intend to attend the special general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

* for identification purpose only

16 October 2006

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
Letter from the Board
−Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
– Adoption of the New Share Option Scheme and
termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . .	3-5
– SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
– Voting on poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix −Summary of the principal terms of the
New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7-14
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15-16

– i –

RESPONSIBILITY STATEMENT

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.

– ii –

DEFINITIONS

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

• “associates” has the meaning as defined under the Listing Rules

• “Board” the board of Directors

• “Company” Great Wall Cybertech Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” director(s) of the Company

• “Employee”

• any employee or proposed employee (whether full time or part time (that is, with weekly working hours of 20 hours or more)) of any member of the Group or any Invested Entity, including any executive director of any member of the Group or any Invested Entity

• “Existing Share Option Scheme”

• the existing share option scheme of the Company adopted on 15 April 2002

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Invested Entity/Entities” any entity/entities in which the Group holds any equity interest

• “Latest Practicable Date”

• 16 October 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New Share Option Scheme”

• the new share option scheme proposed to be adopted by the Company at the SGM, the principal terms of which are set out in the appendix to this circular

• “Offer Date”

the date on which an offer of grant of an Option is made to a Participant or, in relation to a proposed grant of Options under certain circumstances as set out in the New Share Option Scheme, the date of the meeting of the Board proposing the offer notwithstanding that the offer and the acceptance thereof may be conditional upon subsequent approval by the Shareholders in general meeting, in either event such date must be a business day

– 1 –

	DEFINITIONS
“Option(s)”	option(s) to subscribe for share(s) of the Company
	pursuant to the New Share Option Scheme
“Participant(s)”	person(s) who or which is/are eligible to participate as
	grantee(s) in and receive Options under the New Share
	Option Scheme, as set out in the paragraph headed “(C)
	Who may join” in the appendix to this circular
“SGM”	the special general meeting of the Company to be held
	on Monday, 6 November 2006 at 10:30 a.m. at Room
	704, 3 Lockhart Road, Wanchai, Hong Kong and any
	adjournment thereof, notice of which is set out in pages
	15 to 16 in this circular
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

GREAT WALL CYBERTECH LIMITED

*

(incorporated in Bermuda with limited liability)

(stock code: 689)

Executive Directors: Mr. Wong Chi Wing Joseph Mr. Cheng Hairong Mr. Chu Kwok Chi Robert

Non-Executive Directors: Mr. Leung Hon Chuen

Independent non-executive Directors:

Mr. Xu Mingshe Mr. Wu Xiaoke Mr. Poon Kwok Shin, Edmond

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Room 2503B-2505 Harcourt House 39 Gloucester Road Wanchai Hong Kong 16 October 2006

To the Shareholders

Dear Sir or Madam

PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

INTRODUCTION

On 4 August 2006, the Board announced that it proposes to adopt the New Share Option Scheme and terminate the Existing Share Option Scheme.

The purpose of this circular is to provide you with further information regarding the New Share Option Scheme and to give you the notice of the SGM to be convened for the purpose of considering and, if thought fit, approving the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme.

ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

The Board proposed to adopt the New Share Option Scheme and to terminate the Existing Share Option Scheme. At the SGM, an ordinary resolution will be proposed to the Shareholders for the purpose of considering and, if thought fit, approving the adoption of the

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LETTER FROM THE BOARD

New Share Option Scheme pursuant to which the Participants may be granted options to subscribe for shares of the Company upon and subject to the terms and conditions of the New Share Option Scheme, and the termination of the Existing Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme proposed to be approved and adopted by the Company at the SGM is set out in the appendix to this circular. A copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong, Room 2503B-2505 Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong during normal business hours from the date of this circular up to and including 6 November 2006 and at the SGM.

The adoption of the New Share Option Scheme is conditional upon:

• (i) completion of the Restructuring Proposal;

• (ii) the passing of an ordinary resolution by the Shareholders to approve the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme at the SGM; and

• (iii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, any new shares of the Company which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the New Share Option Scheme to the extent of 10% of the total number of shares of the Company in issue.

As at the Latest Practicable Date, completion of the Restructuring Proposal has took place.

Assuming that there is no change in the issued share capital of the Company up to the date of adoption of the New Share Option Scheme, the number of shares of the Company that may be issued upon exercise of all options to be granted under the New Share Option Scheme will be 302,851,257 Shares, being 10 per cent. of the Company’s issued share capital as at the date of the SGM.

As at the Latest Practicable Date, there is no option granted under the Existing Share Option Scheme.

The purpose of the New Share Option Scheme is to provide incentives or rewards to Participants for contribution they have made or may make to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and/or any Invested Entity. The New Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the New Share Option Scheme provides that the Directors may, at their discretion, fix any minimum period for which an Option must be held, any performance targets that must be achieved and/or any other conditions that must be fulfilled before an Option can be exercised. The Board may also provide restrictions on the exercise

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LETTER FROM THE BOARD

of an Option during the period an Option may be exercised. Such conditions may assist the Group to retain employees of the Group and/or Invested Entities and its relationship with other Participants and provide incentive to the Participants to work for the betterment of business of the Group and/or Invested Entities. Given that the exercise price of the Options shall be at a price determined by the Board which shall be no less than the highest of: (i) the closing price of the shares of the Company as stated in the daily quotations sheet issued by the Stock Exchange on the Offer Date; (ii) the average closing price of the shares of the Company as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding the Offer Date; and (iii) the nominal value of the shares of the Company, holders of the Options will be motivated to contribute to the success of the Group and/or Invested Entities as the value of their Options will depend upon the market price of the shares of the Company.

No trustees will be appointed under the New Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to Shareholders since a number of variables needed to calculate the value of Options cannot be determined at this stage. These variables include the exercise price, exercise period, any performance targets set, interest rate and the value of the shares of the Company etc.

SGM

Set out on pages 15 to 16 is a notice convening the SGM to be held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong at 10:30 a.m. on Monday, 6 November 2006 at which resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the adoption of New Share Option Scheme and the termination of the Existing Share Option Scheme.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrars in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

The Company will publish an announcement on the outcome of the SGM for the adoption of the New Share Option Scheme on the business day following the SGM.

– 5 –

LETTER FROM THE BOARD

VOTING ON POLL

Pursuant to bye-law 70 of the existing bye-laws of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (a) by the chairman of the meeting; or

• (b) by at least three members present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a member or members present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) by a member or members present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

RECOMMENDATION

The Directors consider that the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions set out in the notice of SGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board Great Wall Cybertech Limited Wong Chi Wing Joseph Director

– 6 –

APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Set out below is a summary of the principal terms and conditions of the New Share Option Scheme but does not form part of nor is it intended to be part of the New Share Option Scheme. The Directors reserve the right at any time prior to the SGM to make such amendments to the New Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict in any material respect with the summary in this Appendix.

(A) PURPOSE OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme enables the Company to grant options to selected persons as incentives or rewards for contribution they have made or may make to the Group or any Invested Entity.

(B) ADMINISTRATION OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall be subject to the administration by the Board which includes a duly authorised committee thereof and the decision of the Board shall be final and binding on all parties.

(C) WHO MAY JOIN

The Board may, at its discretion, grant Options to any of the Participants.

Participants means (i) any Employee; (ii) any directors (including executive, non-executive and independent non-executive directors) of any member of the Group or any Invested Entity; (iii) any supplier of goods or services to any member of the Group or any Invested Entity; (iv) any customer of any member of the Group or any Invested Entity; (v) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity; (vi) any consultant or adviser of any member of the Group or any Invested Entity; (vii) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity, and, for the purposes of the New Share Option Scheme, Options may be granted to any company wholly owned by one or more persons belonging to any of the above classes of Participants.

(D) PRICE OF SHARES OF THE COMPANY

The subscription price of a share of the Company in respect of any particular Option shall be such price as the Board in its absolute discretion shall determine, save that such price will not be less than the highest of (i) the closing price of the shares of the Company as stated in the Stock Exchange’s daily quotations sheet on the Offer Date; (ii) the average of the closing prices of the shares of the Company as stated in the Stock Exchange’s daily quotations sheets on the five business days immediately preceding the Offer Date; and (iii) the nominal value of the shares of the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(E) MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUE

• (i) The overall limit on the number of shares of the Company which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme of the Company must not, in aggregate, exceed 30% of the shares of the Company in issue from time to time.

• (ii) Subject to sub-paragraph (i) above, the total number of shares of the Company available for issue under options which may be granted under the New Share Option Scheme and any other share option scheme of the Company must not, in aggregate, exceed 10% of the shares of the Company in issue as at the date of approval of the New Share Option Scheme (the “Scheme Mandate Limit”), unless Shareholders’ approval has been obtained pursuant to sub-paragraphs (iii) and (iv) below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (iii) Subject to sub-paragraph (i) above, the Company may refresh the Scheme Mandate Limit at any time subject to approval of the Shareholders in general meeting. However, the Scheme Mandate Limit as refreshed must not exceed 10% of the shares of the Company in issue as at the date of the aforesaid Shareholders’ approval (the “Refreshed Limit”). Options previously granted under the New Share Option Scheme and any other share option scheme of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised options) will not be counted for the purpose of calculating the Refreshed Limit. The Company must send a circular to the Shareholders in compliance with the requirements under the Listing Rules.

• (iv) Subject to sub-paragraph (i) above, the Company may also seek separate approval of the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Participants, the number and terms of Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the Options serve such purpose and such other requirements under the Listing Rules.

(F) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

The total number of shares of the Company issued and to be issued upon exercise of the options granted and to be granted to each Participant (including exercised, cancelled and outstanding options) under the New Share Option Scheme and any other share option scheme of the Company in any 12-month period up to and including the Offer Date shall not exceed 1% of the shares of the Company in issue at the Offer Date (the “Individual Limit”). Any further grant of options in excess of the Individual Limit must be subject to

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

Shareholders’ approval in general meeting with such Participant and his, her or its associates abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Participant, the number and terms of the Options to be granted (and options previously granted to such Participant) and such other requirements under the Listing Rules. The number and terms (including the subscription price) of the Options to be granted to such Participant must be fixed before the date of the relevant Shareholders’ meeting and the date of the relevant Board meeting for proposing the offer of grant of the Options should be taken as the Offer Date for the purpose of calculating the subscription price.

(G) GRANT OF OPTIONS TO CONNECTED PERSONS

• (i) Any grant of Options to a connected person (as such term is defined in the Listing Rules) of the Company or his, her or its associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the proposed grantee of the Options).

• (ii) Where any grant of options to a substantial shareholder (as such term is defined in the Listing Rules) of the Company or an independent non-executive Director or their respective associates would result in the shares of the Company issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) under the New Share Option Scheme and any other share option scheme of the Company to such person in the 12-month period up to and including the Offer Date:

• (aa) representing in aggregate over 0.1% of the shares of the Company in issue; and

• (bb) having an aggregate value, based on the closing price of the shares of the Company at each Offer Date, in excess of HK$5 million,

such further grant of Options must be subject to approval of the Shareholders in general meeting taken on a poll. The Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person of the Company may vote against the resolution provided that his, her or its intention to do so has been stated in the circular. In addition, Shareholders’ approval as described above is also required for any change in the terms of Options already granted to a grantee who is a substantial shareholder of the Company, an independent non-executive Director or any of their respective associates.

• (iii) The requirements for the granting of Options to a Director or chief executive of the Company set out above do not apply where the Participant is only a proposed Director or chief executive of the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(H) TIME OF AND PAYMENT ON ACCEPTANCE OF GRANT OF OPTION

An offer of grant of an Option shall remain open for acceptance by the Participant to whom an offer of grant of an Option is made for a period of 21 days from the Offer Date, provided that no such offer shall be open for acceptance after the tenth anniversary of the date of adoption of the New Share Option Scheme or after the New Share Option Scheme has been terminated in accordance with the provision thereof. A consideration of HK$1 is payable on acceptance of the offer.

(I) TIME OF EXERCISE OF OPTION

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined by the Board at its absolute discretion and to be notified by the Board to each grantee but may not be exercised after the expiry of ten years from the date of grant of the Option. The Board may provide restrictions on the exercise of an Option during the period an Option may be exercised including, if appropriate, a minimum period for which an Option must be held or a performance target which must be achieved before an Option can be exercised. The New Share Option Scheme does not provide for any minimum period for which an Option must be held or a performance target which must be achieved before any of the Options can be exercised.

(J) RIGHTS ARE PERSONAL TO GRANTEE

An Option may not be transferred or assigned and is personal to the grantee.

(K) RIGHTS ON CESSATION OF EMPLOYMENT BY DISMISSAL

If the grantee of an Option is an Employee and ceases to be an Employee by reason of the termination of his or her employment on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect being able to pay debts or has become insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty, his or her Option will lapse on the date of termination of the employment.

(L) RIGHTS ON DEATH

If the grantee of an Option is an Employee and ceases to be an Employee by reason of his or her death before exercising the Option in full and none of the events referred to in paragraph (K) above as ground for termination of his or her employment by the Group or the Invested Entity arises, his or her personal representative(s) may exercise the Option (to the extent not already exercised) within a period of twelve months from the date of death, failing which it will lapse.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(M) RIGHTS ON CESSATION OF EMPLOYMENT FOR OTHER REASONS

If the grantee of an Option is an Employee and ceases to be an Employee for any other reason, his or her Option may be exercised within three months following the date of such cessation, which date shall be the last actual working day with the Group or the Invested Entity, whether salary is paid in lieu of notice or not.

(N) CANCELLATION OF OPTIONS

Any cancellation of any Option which has neither lapsed nor been exercised in full shall be conditional on the approval by the Board and the grantee concerned. In the event that such Options have been cancelled, the issue of new Options to the same grantee shall be made with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit or the Refreshed Limit, as the case may be.

(O) ADJUSTMENT

In the event of any alteration in the equity share capital of the Company (including capitalisation issue, rights issue, sub-division or consolidation of shares of the Company, or reduction of share capital of the Company), demerger, dividend in specie or special dividend whilst any Option remains exercisable, such corresponding alterations (if any) shall be made to the aggregate number of shares of the Company in respect of which Options may be granted and/or the number of shares of the Company to which any Options relate so far as unexercised and/or the subscription price of each outstanding Option as the independent financial adviser or the auditors of the Company shall certify in writing to the Board to be in their opinion to have satisfied the requirements of Rule 17.03(13) of the Listing Rules and the note thereto (except in the case of a capitalisation issue where no such certification is required). Any such alterations will be made on the basis that the aggregate subscription price payable on the full exercise of any Option is to remain as nearly as possible the same (and in any event not greater than) as it was before such event. No such alteration will be made the effect of which would be to enable a share of the Company to be issued at less than its nominal value or which would change the proportion of the issued share capital of the Company for which any grantee of an Option is entitled to subscribe pursuant to the Options held by him or her before such alteration. The issue of shares of the Company as consideration in a transaction is not to be regarded as a circumstance requiring any such alterations.

(P) RIGHTS ON A GENERAL OFFER

• (i) In the event of a general offer (other than by way of scheme of arrangement referred to below) being made to all the holders of shares of the Company (or all such holders other than the offerer, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the grantee (or his or her legal personal representatives) shall be entitled to exercise

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

the Option (to the extent not already exercised) in full or to the extent specified in such notice at any time within one month of the notice given by the offeror to acquire the remaining shares of the Company.

• (ii) In the event of a general offer by way of scheme of arrangement being made to all the holders of shares of the Company and having been approved by the necessary number of holders of shares of the Company at the requisite meetings, the grantee (or his or her personal representatives) may thereafter (but before such time as shall be notified by the Company) exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in such notice.

(Q) RIGHTS ON WINDING UP

In the event a notice is given by the Company to the Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith give notice thereof to the grantee and the grantee (or his or her legal personal representatives) may by notice in writing to the Company (such notice to be received by the Company not later than four business days prior to the proposed Shareholders’ meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and 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 Shareholders’ meeting, allot and issue such number of shares of the Company to the grantee which falls to be issued on such exercise.

(R) RIGHTS ON COMPROMISE OR ARRANGEMENT

Other than a scheme of arrangement referred to in sub-paragraph (ii) of paragraph (P) above, in the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with the scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement and the grantee (or his or her personal representatives) may by notice in writing to the Company accompanied by the remittance for the exercise price in respect of the relevant Option (such notice to be received by the Company not later than four business days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and 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 meeting, allot and issue such number of shares of the Company to the grantee which falls to be issued on such exercise credited as fully paid and registered the grantee as holder thereof.

(S) RANKING OF SHARES

Shares of the Company to be allotted and issued on the exercise of Options will rank pari passu with the other fully-paid shares of the Company in issue as from the date when the name of the grantee is registered on the register of members of the Company and

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the grantee is registered on the register of members of the Company.

(T) PERIOD OF THE NEW SHARE OPTION SCHEME

Subject to earlier termination by the Company in general meeting or by the Board, the New Share Option Scheme shall be valid and effective for a period of ten years from the date of adoption of the New Share Option Scheme. After the expiry of the ten-year period, no further Options will be offered or granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect.

(U) TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered or granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect. Options complying with the provisions of Chapter 17 of the Listing Rules which are granted during the life of the New Share Option Scheme and remain unexpired immediately prior to the termination of the operation of the New Share Option Scheme shall continue to be exercisable thereafter.

(V) LAPSE OF OPTION

An Option shall lapse automatically and not be exercisable, to the extent not already exercised, on the earliest of:

• (i) the expiry of the option period;

• (ii) the expiry of the periods referred to in paragraphs (L), (M) or (R), respectively;

• (iii) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in sub-paragraph (ii) of paragraph (P);

• (iv) where the grantee of an Option is an Employee, the date on which he or she ceases to be an Employee by reason of the termination of his or her employment on the grounds referred to in paragraph (K);

• (v) subject to the provision referred to in paragraph (Q), the date of the commencement of the voluntary winding up of the Company;

• (vi) the date on which the grantee sells, transfers, charges, mortgages, encumbers or creates any interest in favour of any third party over or in relation to the Option in breach of the New Share Option Scheme;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (vii) the expiry of the period referred to in sub-paragraph (i) of paragraph (P) provided that if any court of competent jurisdiction makes an order the effect of which is to prevent the offeror from acquiring shares of the Company in the offer, the relevant period within which Options may be exercised shall not begin to run until the discharge of the order in question or unless the offer lapses or is withdrawn before that date; or

• (viii) the date on which the grantee commits a breach of any terms or conditions attached to the grant of the Option, unless otherwise resolved to the contrary by the Board.

(W) ALTERATIONS TO THE NEW SHARE OPTION SCHEME

The New Share Option Scheme may subject to the Listing Rules be altered in any respect by resolution of the Board except that the provisions of the New Share Option Scheme as to:

• (i) the definitions of “Participant”, “Grantee” and “Option Period” in paragraph 1.1 of the New Share Option Scheme; and

• (ii) the purpose of the New Share Option Scheme, the duration of the New Share Option Scheme, the grant of Options, the subscription price, the exercise of Options, the lapse of Options, the maximum number of shares of the Company available for subscription, the reorganisation of the capital structure of the Company and the alteration of the New Share Option Scheme,

are governed by Rule 17.03 of the Listing Rules and shall not be altered to the advantage of grantees or prospective grantees except with the prior sanction of a resolution of the Company in general meeting (with all grantees, prospective grantees and their associates abstaining from voting). No such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the grantees as would be required of the Shareholders under the bye-laws for the time being of the Company for a variation of the rights attached to the shares of the Company.

Any alterations to the terms and conditions of the New Share Option Scheme of the Company or any of its subsidiaries which are of a material nature or any change to the terms of options granted must be approved by the Shareholders of the Company at general meeting, except where such alterations take effect automatically under the existing terms of the New Share Option Scheme. The amended terms of the New Share Option Scheme and the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules. Any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders at a general meeting.

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NOTICE OF THE SGM

GREAT WALL CYBERTECH LIMITED

*

(incorporated in Bermuda with limited liability)

(stock code: 689)

NOTICE IS HEREBY GIVEN that a special general meeting of Great Wall Cybertech Limited (the “Company”) will be held on Monday, 6 November 2006 at 10:30 a.m. at Room 704, 3 Lockhart Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the existing share option scheme adopted by the Company on 15 April 2002 be terminated and the rules of the new share option scheme (a copy of which has been submitted to the meeting and signed by the Chairman of the meeting for the purpose of identification) be and are hereby approved and adopted as the new share option scheme of the Company (the “New Share Option Scheme”) and that the directors of the Company be and are hereby authorized to implement the same and subject to the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the shares of the Company to be issued and allotted pursuant to the exercise of options to be granted under the New Share Option Scheme, to grant options thereunder and to allot and issue shares of the Company pursuant to the exercise of any options granted thereunder.”

By order of the Board Great Wall Cybertech Limited Wong Chi Wing Joseph Director

Hong Kong, 16 October 2006

Principal place of business in Hong Kong:

Room 2503B-2505 Harcourt House 39 Gloucester Road Wanchai Hong Kong

As at the date of this circular, the Board comprises three executive Directors, namely, Mr. Wong Chi Wing, Joseph, Mr. Cheng Hairong and Mr. Chu Kwok Chi, Robert, one non-executive Director, namely Mr. Leung Hon Chuen and three independent non-executive Directors, namely, Mr. Xu Mingshe, Mr. Wu Xiaoke and Mr. Poon Kwok Shin, Edmond.

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NOTICE OF THE SGM

Notes:

1. Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be delivered to the Company’s branch share registrars in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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