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

Aug 31, 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.

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Great Wall Cybertech Limited 長城數碼廣播有限公司[*]

(Provisional Liquidators appointed)

(STOCK CODE: 689)

(incorporated in Bermuda with limited liability)

PROPOSED CHANGE OF COMPANY NAME

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 22nd September, 2006 is set out on pages 7 to 8 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.

31st August, 2006

* for identification purpose only

CONTENTS

		Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
Letter from the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Change of company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Exchange of share certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Voting on poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7-8

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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.

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DEFINITIONS

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

“Board”	the board of Directors
“Company”	Great Wall Cybertech Limited (Provisional Liquidators
	appointed), a company incorporated in Bermuda with limited
	liability, the Shares of which are listed on the Stock
	Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Restructuring Proposal”	the restructuring proposal of the Group, details of which
	are set out in the circular of the Company dated 29th May,
	2006
“SGM”	the special general meeting of the Company to be held on
	22nd September, 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 7 to 8 in this
	circular
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company, after the Stage I Capital Reorganisation become
	effective on 1st August, 2006
“Shareholder(s)”	holder(s) of the Shares
“Stage I Capital Reorganisation”	the proposed capital reorganisation of the Company, details
	of which are set out in the circular of the Company dated
	29th May, 2006
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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Great Wall Cybertech Limited 長城數碼廣播有限公司[*]

(Provisional Liquidators appointed)

(STOCK CODE: 689)

(incorporated in Bermuda with limited liability)

Executive Directors: Mr. Wu Shaozhang Mr. Wong Kwok Wing Mr. Tse On Kin Mr. Yuen Chung Yan, John Mr. Chen Weixiong

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

Head office and principal Independent non-executive Directors: place of business: Mr. Lee Shue Shing 35th Floor Mr. Wu Xiaoke One Pacific Place Mr. Poon Kwok Shin, Edmond 88 Queensway Hong Kong 31st August, 2006

To the Shareholders

Dear Sir or Madam

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

On 4th August, 2006, the Board announced that it proposes to change the name of the Company from “Great Wall Cybertech Limited” to “EPI (Holdings) Limited” and to adopt the Chinese name（長盈集團（控股）有限公司）for identification purpose in lieu of（長城數碼廣播 有限公司）.

The purpose of this circular is to provide you with further information regarding the proposed change of company name and to give you the notice of the SGM to be convened for the purpose of considering and, if thought fit, approving the proposed change of company name.

* for identification purpose only

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LETTER FROM THE BOARD

CHANGE OF COMPANY NAME

In order to signify a fresh start of the Company upon completion of the Restructuring Proposal, the Board proposes to change the name of the Company from “Great Wall Cybertech Limited” to “EPI (Holdings) Limited” and to adopt the Chinese name（長盈集團（控股）有限公 司）for identification purpose in lieu of（長城數碼廣播有限公司）. The proposed change of name is conditional upon:

• (a) completion of the Restructuring Proposal;

• (b) the passing of a special resolution by the Shareholders at the SGM to approve the change of name; and

• (c) the approval by the Registrar of Companies in Bermuda.

The change of name shall take effect from the date on which the new name is registered by the Registrar of Companies in Bermuda. The Company will, subject to satisfaction of the above conditions, carry out the necessary filing procedures with the Registrars of Companies in Bermuda and Hong Kong.

Once the change of name has become effective, new share certificates of the Company will be issued in the new name of the Company. A further announcement will be made on the trading arrangements (including the date on which trading under the new name on the Stock Exchange will take effect) upon the change of name becoming effective and unconditional.

The Company will make a further announcement when the proposed name change becomes effective.

EXCHANGE OF SHARE CERTIFICATE

The change of name of the Company will not affect the rights of the Shareholders. All existing share certificates in issue bearing the name of “Great Wall Cybertech Limited” shall, after the proposed change of name becoming effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and delivery for the Shares in the new company name. Existing share certificates will be accepted for exchange for share certificates only on payment of a fee of HK$2.50 (or such other amount as may be stipulated in the Listing Rules from time to time) for each new certificate to be issued or for each existing share certificate so submitted for exchange, whichever number of certificates is higher. There is no arrangement for free exchange of share certificates.

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LETTER FROM THE BOARD

SGM

Set out on pages 7 to 8 is a notice convening the SGM to be held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong at 10:30 a.m. on 22nd September, 2006 at which resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the proposed change of company name.

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.

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 any 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 the members having the right to vote at the meeting; or

• (d) by any 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.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed change of company name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution set out in the notice of SGM.

Yours faithfully,

For and on behalf of the Board

Great Wall Cybertech Limited

(Provisional Liquidator appointed) Tse On Kin

Director

– 6 –

NOTICE OF THE SGM

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Great Wall Cybertech Limited 長城數碼廣播有限公司[*]

(Provisional Liquidators appointed)

(STOCK CODE: 689)

(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 on 22nd September, 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 resolutions which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to (i) completion of the restructuring proposal of the Group as contemplated under a circular of the Company dated 29th May, 2006 and (ii) the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from “Great Wall Cybertech Limited” to “EPI (Holdings) Limited” and the new Chinese name of（長盈集團（控股） 有限公司）be adopted by the Company to replace the existing Chinese name of（長城數碼廣播 有限公司）for identification purpose only and the directors of the Company be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect the change of name.”

By order of the Board

Great Wall Cybertech Limited Provisional Liquidators Appointed Tse On Kin

Director

Hong Kong, 31st August, 2006

* for identification purpose only

– 7 –

NOTICE OF THE SGM

Principal place of business in Hong Kong: 35th Floor,

One Pacific Place,

88 Queensway, Hong Kong

As at the date of this circular, the Board comprises five executive Directors, namely, Mr. Wu Shaozhang, Mr. Wong Kwok Wing, Mr. Tse On Kin, Mr. Yuen Chung Yan, John and Mr. Chen Weixiong and three independent non-executive Directors, namely, Mr. Lee Shue Shing, Mr. Wu Xiaoke and Mr. Poon Kwok Shin, Edmond.

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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