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

May 30, 2006

GREAT WALL CYBERTECH LIMITED

(Provisional Liquidators Appointed) (Stock code: 689)

(incorporated in Bermuda with limited liability)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING OF GREAT WALL CYBERTECH LIMITED (PROVISIONAL LIQUIDATORS APPOINTED) TO BE HELD ON 22 JUNE, 2006

I/We[(1)]

of

the registered holder(s) of[(2)]

being

shares of HK$0.01 each in the capital of

Great Wall Cybertech Limited (Provisional Liquidators Appointed) (the “Company”) hereby appoint[(3)]

or failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us at the special general meeting of the Company (the “Meeting”) to be held a 10:30 a.m. on 22 June, 2006 at The Kimberley Hotel, 28 Kimberley Road, Tsimshatsu, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

				FOR(4)		AGAINST(4)
	ORDINARY RESOLUTION NO. 1: Share Consolidation
	SPECIAL RESOLUTION NO. 2: Stage I Capital Reduction
	SPECIAL RESOLUTION NO. 3: Stage II Capital Reorganisation
	ORDINARY RESOLUTION NO. 4: Restructuring Agreement and the transactions
	contemplated thereunder
	ORDINARY RESOLUTION NO. 5: issue and allotment of Subscription
	Shares and Additional Shares, entry of the Subscription Agreement and the transactions
	contemplated thereunder
	ORDINARY RESOLUTION NO. 6: Open Offer, entry of the Underwriting Agreement and
	the transactions contemplated	thereunder
	ORDINARY RESOLUTION NO. 7: issue and allotment of Placing Shares, entry of the
	New Shares Placing Agreement and the transactions contemplated thereunder
	ORDINARY RESOLUTION NO. 8: Group Reorganisation
	ORDINARY RESOLUTION NO. 9: Whitewash Waiver
	ORDINARY RESOLUTION NO. 10: General mandates to allot, issue and deal with
	additional Adjusted Shares
	ORDINARY RESOLUTION NO. 11: General mandates to purchase Adjusted Shares
	ORDINARY RESOLUTION NO. 12: Extension mandate

Dated this day of 2006 Signature[(5)]

Notes:

1. Please insert full name(s) and address(es) in BLOCK LETTERS.

2. Please insert the number of shares of HK$0.01 each in the Company to which this form of proxy relates and registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words “or failing him, the Chairman of the Meeting” herein inserted and insert the full name and address of the proxy desired in the space provided.

4. IMPORTANT:AGAINST A RESOLUTION,IF YOU WISHPLEASETO VOTEPLACEFOR AA“RESOLUTION,�” IN THE RELEVANTPLEASE BOXPLACEUNDERA “�”“AGAINST”.IN THE RELEVANTFailure to BOXcompleteUNDERthe boxes“FOR”.willIFentitleYOU yourWISHproxyTO toVOTEcast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you under hand or your attorney duly authorized in writing, or in the case of a corporation, either under your seal or under the hand of your officer, attorney or other person duly authorized.

6. If two or more persons are jointly entitled to a share and are present at the Meeting, only the joint holder whose name stands first in the register of members of the Company in respect of such joint holding is entitled to vote at the Meeting.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish.

10. Any alteration made in this form of proxy must be initialed by the person who signs it.

* For identification purpose only