exv10w1



 







Exhibit 10.1




Date:




	 	 	 
	To:

	 	Great Wall Acquisition Corporation
	 

	 	660 Madison Avenue 15th Floor
	 

	 	New York, New York 10021
	 
	 	 
	Cc:

	 	DBS Bank Ltd.
	 

	 	6 Shenton Way
	 

	 	DBS Building Tower 1
	 

	 	#41-01 Singapore 068809






Dear Sirs,




Letter of Undertaking





	1.	 	We refer to the voluntary conditional offer (the “Offer”) to be made by or on behalf of
Great Wall Acquisition Corporation (the “Offeror”), for all the issued ordinary shares of
US$0.08 each (the “Shares”) in the capital of ChinaCast Communications Holdings Limited (the
“Offeree”) on the terms and subject to the conditions set out in the pre-conditional offer
announcement dated 14 September 2005 and attached as the Schedule hereto (the
“Announcement”).






	2.	 	Further to the announcement dated 22 March 2006, the cut-off date for the fulfilment of the
Pre-Conditions (as defined in the Announcement) has been extended to 31 December 2006 (or
such later date as the Offeror may determine in consultation with the Securities Industry
Council) (the “Extension”). In connection with the Extension, we execute this Letter of
Undertaking to amend, restate and substitute the letter of undertaking dated 13 September
2005 executed by us in favour of the Offeror.






	3.	 	For the consideration of US$1.00 (the receipt of which we hereby acknowledge) we
hereby irrevocably and unconditionally undertake to the Offeror that:-






	 	(a)	 	we are the beneficial owner of the number of Shares specified on the
signature page of this Letter of Undertaking;
	 
	 	(b)	 	we shall not, during the period commencing on the date of this Letter of
Undertaking and ending at the Expiration Time (as defined in sub-paragraph (g)
below), transfer (save to Permitted Transferees) or dispose of or create an
encumbrance over all or any of the Shares specified on the signature page of this
Letter of Undertaking except as permitted by the terms of this Letter of
Undertaking;
	 
	 	(c)	 	we shall not, during the period commencing on the date of this Letter of
Undertaking and ending at the Expiration Time, take any action which would cause us
to breach our obligations under this Letter of Undertaking;

















 









	 	(d)	 	(except with your prior written consent) we shall not, during the period commencing on
the date of this Letter of Undertaking and ending at the Expiration Time, directly or
indirectly solicit, encourage (including without limitation, by way of providing information
concerning the Offeree and/or any of its subsidiaries to any person), vote in favour of,
initiate or participate in any tender (including without limitation, accepting any tender
offer), negotiations, discussions or resolutions with respect to any expression of interest,
offer or proposal by any person other than the Offeror to:-






	 	(i)	 	acquire an interest in all or a substantial part of the business,
operations or undertakings of the Offeree and its subsidiaries or an additional
five per cent, or more of the issued share capital of the Offeree;
	 
	 	(ii)	 	acquire control of the Offeree; or
	 
	 	(iii)	 	otherwise acquire or merge with the Offeree (including by way of scheme
of arrangement, capital restructuring, tender offer, joint venture or dual listed
company structure),






	 	 	 	provided, for the avoidance of doubt, that nothing herein shall be construed as imposing
any restriction on us from selling, transferring or otherwise disposing of any Shares not
specified in the signature page of this Letter of Undertaking;
	 
	 	(e)	 	we shall accept the Offer and elect to receive the Stock Consideration (as defined in
the Announcement) in respect of all the Shares specified on the signature page of this
Letter of Undertaking, on the terms and subject to the conditions set out in the
Announcement (or on such other terms and conditions as may be agreed in writing between
yourselves and ourselves) and in accordance with the requirements of the Singapore Code
on Take-overs and Mergers (the “Code”), the Securities and Futures Act (Chapter
289) and the Listing Manual of the Singapore Exchange Securities Trading
Limited (the “Listing Manual”);
	 
	 	(f)	 	we shall accept the Offer and elect to receive the Stock Consideration not later than
5.00 pm (Singapore time) on the date falling seven (7) business days (a business day
being a day which is not a Saturday, Sunday or public holiday in Singapore on which
commercial banks are open for business in Singapore) after the date of despatch of the
offer document in respect of the Offer, in accordance with the procedures prescribed in
the offer document to be issued in connection with the Offer and the relevant form(s) of
acceptance accompanying it;
	 
	 	(g)	 	notwithstanding any rights of withdrawal under the Code, we shall not withdraw any of
the Shares tendered for acceptance until such time as the Offer shall lapse or be
withdrawn by the Offeror (the earlier of such time and the time at which the Offeror
purchases the Shares pursuant to the Offer being referred to as the “Expiration Time”),
whereupon we shall be discharged and released from our obligations under this Letter of
Undertaking; and
	 
	 	(h)	 	we shall do and execute or procure to be done and executed such further acts, deeds,
things and documents as may reasonably be necessary to




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	 	 	 	accept the Offer and elect to receive the Stock Consideration in accordance with
the terms of this Letter of Undertaking.






	 	 	It shall be a condition precedent to our right to transfer any Shares to any Permitted
Transferee that such Permitted Transferee agrees in writing to be bound by and be entitled
to the benefit of this Letter of Undertaking. Further, we shall be responsible for any
breach of the provision of this Letter of Undertaking by any of our Permitted Transferees.
	 
	 	 	For the purpose of paragraph 3(b), “Permitted Transferee” means, in relation to any
corporation, any other corporation which is the holding company, ultimate holding company
or subsidiary of such corporation or which is a subsidiary of the holding company or
ultimate holding company of such corporation.
	 
	4.	 	Our obligations under this Letter of Undertaking shall come Into effect only as of
the date that such shareholders of CCHL (including Super Dynamic Consultancy
Limited and Technology Venture Investments Limited.) collectively holding at least 50%
of the issued share capital of CCHL enter into letters of undertaking with obligations
similar to those in this Letter of Undertaking. This Letter of Undertaking shall
terminate and be of no further effect on the earlier of the Expiration Time and the date
falling ten (10) months after the date this Letter of Undertaking takes effect.
	 
	5.	 	We hereby consent to any and all references to, and descriptions of, this Letter
of Undertaking in any announcement or document issued by or on behalf of the
Offeror. We shall not make any further announcement concerning the Offer except
as required by law or the Listing Manual or other regulatory body or the court or
with your prior approval (such approval not to be unreasonably withheld or
delayed). Pending the Offer becoming unconditional in all respects, we shall, subject to
the requirements of any law or regulation (including, without limitation, the
Listing Manual), consult you as to the terms of, the timetable for and manner of
publication of, any formal announcement or circular to shareholders, employees and to
any recognised stock exchange or other authorities or to the media or otherwise which
we may desire or be obliged to make regarding the Offer and we will consult
you regarding any other announcement which is or may be material in the context of
the Offer. Any other communication which we may make concerning the
foregoing matters shall, subject to the requirements of any law or regulation
(including, without limitation, the Listing Manual), be consistent with any such formal
announcement or circular as aforesaid.
	 
	6.	 	We further undertake not to sell, transfer, assign or otherwise dispose of any part
of the Stock Consideration received by us pursuant to the acceptance of the Offer in
a manner that would violate SEC rules and regulations.
	 
	7.	 	We agree that the Offeror will be irreparably damaged and will not have an
adequate remedy at law in the event that we shall not accept the Offer and elect to
receive the Stock Consideration in accordance with the provisions of this Letter of
Undertaking. We therefore agree that the Offeror shall be entitled to injunctive relief,
including specific enforcement, to enforce the provisions of this Letter of Undertaking,
in addition to any other remedy to which the Offeror may be entitled at law.
	 
	8.	 	We shall be responsible for our own fees and expenses in connection with the execution
and performance of this Letter of Undertaking. No broker, agent, finder, consultant or
other person or entity is entitled to be paid based upon any agreement made by any party
in connection with any of the transactions contemplated hereby.




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	9.	 	This Letter of Undertaking shall lapse if for whatever reason: -






	 	(a)	 	the Offer is withdrawn or lapses, or fails to become or be declared to
be unconditional for any reason;
	 
	 	(b)	 	any shareholder of CCHL who has provided an undertaking similar to
this Letter of Undertaking is released from any of the obligations under its
letter of undertaking referred to in paragraph 4 above; or
	 
	 	(c)	 	you are delisted from the NASDAQ OTC Bulletin Board,






	 	 	provided that this shall not prejudice any accrued rights between the parties prior to the
lapsing of this Letter of Undertaking. You agree to notify us in writing as promptly as
practicable (and in any event within two (2) business days) after the occurrence of any of
the events identified in paragraphs 9(a) through (c) above.
	 
	10.	 	By signing this Letter of Undertaking, you represent and warrant to us that you
are currently listed on the NASDAQ OTC Bulletin Board and you intend to apply to
be listed on the NASDAQ National Market as soon as possible after the completion
of the Offer.
	 
	11.	 	A person who is not a party to this Undertaking has no right under the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of
this Letter of Undertaking.
	 
	12.	 	This Letter of Undertaking is governed by, and shall be construed in accordance
with, the laws of Singapore.





	 	 	 	 	 	 	 
	 	 	Yours faithfully,	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






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PRE-CONDITIONAL VOLUNTARY OFFER




by






DBS BANK LTD

(Company Registration No. 196800306E)

(Incorporated in the Republic of Singapore)




for and on behalf of




GREAT WALL ACQUISITION CORPORATION

(Incorporated in Delaware, United States of America)




to acquire all the issued ordinary shares of US$0.08 each in the capital of




CHINACAST COMMUNICATION HOLDINGS LIMITED

(Incorporated in Bermuda)





	1.	 	Introduction
	 
	 	 	Unless otherwise defined herein, all terms and references used in this announcement shall
bear the same meanings as those defined or construed in the announcement dated 14 September
2005 (the “Pre-Conditional Offer Announcement”) issued by DBS Bank Ltd (“DBS”) for and on
behalf of Great Wall Acquisition Corporation (the “Offerer” or “GWAC”), in respect of the
pre-conditional voluntary offer (the “Offer”) by the Offeror to acquire all the issued and
paid-up ordinary shares of US$0.08 each (the “CCHL Shares”) in the capital of Chinacast
Communication Holdings Limited (“CCHL”).
	 
	2.	 	Irrevocable Undertakings
	 
	2.1	 	Further to the Pre-Conditional Offer Announcement, DBS wishes to announce, for and
on behalf of the Offeror, that the Undertakings given by each of the Covenantors as at
the date of the Pre-Conditional Announcement has expired on 13 July 2006.
	 
	2.2	 	In this regard, as at the date of this Announcement, the Offeror has procured each of
Super Dynamic Consultancy Limited, Technology Venture Investments Limited, Intel
Pacific, Inc., Sergio Ventures Limited, Kenbell Management Limited, Asia Capitol
Technology Partners Limited, Panwell Investments Limited, Bostwicken Consultancy
Limited, Time Global International Limited, Isthoch Assets Limited, GC&C Holdings
Limited, Wang Yu Huei, Liao Zhen, Yin Jian Ping, Chan Tze Ngon, Leung Kin Fo, Stanley
Chan Chi Kwong and Tang Chi Tang (each, an “Original Covenantor”) to give a replacement
irrevocable undertaking (each, a “Replacement Undertaking”) to the Offeror, inter alia:






	 	(a)	 	to accept the Offer in respect of the number of CCHL Shares held by it as set
out in the table below, not later than 5.00 pm (Singapore time) on the date
falling seven (7) business days after the date of despatch of the offer document
in respect of the Offer;
	 
	 	(b)	 	to elect to receive the Stock Consideration in connection thereto; and
	 
	 	(c)	 	not to sell, transfer, assign or otherwise dispose of any part of the
Stock Consideration received by it pursuant to the acceptance of the Offer in a
manner that would violate SEC rules and regulations.






In addition, the Offeror has also procured each of Yang Yong Shi, Wu Cai Yu, Wu Yao and
Zhang Jin Hua (each, an “Other Covenantor”) to give an irrevocable undertaking on
substantially the same terms as the Replacement Undertaking (each, an “Other Undertaking”)
to the Offeror as at the date of this Announcement. The shareholdings of the




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	 	 	Original Covenantors and Other Covenantors in CCHL subject to the Replacement
Undertakings and Other Undertakings respectively are as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	As a percentage of the
	 	 	 	 	 	 	Number of	 	entire issued share
	S/No.	 	Name	 	CCHL Shares	 	capital of CCHL1
	 	1.	 	 	Super Dynamic Consultancy Limited

	 	 	67,326,820	 	 	 	15.24	%
	 	2.	 	 	Technology Venture Investments Limited2

	 	 	66,074,441	 	 	 	14.96	%
	 	3.	 	 	Intel Pacific, Inc.

	 	 	22,222,918	 	 	 	5.03	%
	 	4.	 	 	Wang Yu Huei

	 	 	12,863,000	 	 	 	2.91	%
	 	5.	 	 	Asia Capitol Technology Partners
Limited

	 	 	12,026,155	 	 	 	2.72	%
	 	6.	 	 	Panwell Investments Limited3

	 	 	5,276,358	 	 	 	1.19	%
	 	7.	 	 	Wu Cai Yu

	 	 	5,276,358	 	 	 	1.19	%
	 	8.	 	 	Yang Yong Shi

	 	 	4,921,492	 	 	 	1.11	%
	 	9.	 	 	GC&C Holdings Limited

	 	 	4,679,468	 	 	 	1.06	%
	 	10.	 	 	Sergio Ventures Limited

	 	 	4,031,510	 	 	 	0.91	%
	 	11.	 	 	Isthoch Assets Limited

	 	 	3,015,755	 	 	 	0.68	%
	 	12.	 	 	Zhang Jin Hua

	 	 	2,830,341	 	 	 	0.64	%
	 	13.	 	 	Time Global International Limited

	 	 	1,749,107	 	 	 	0.40	%
	 	14.	 	 	Kenbell Management Limited

	 	 	1,723,287	 	 	 	0.39	%
	 	15.	 	 	Liao Zhen

	 	 	1,700,000	 	 	 	0.38	%
	 	16.	 	 	Wu Yao

	 	 	1,617,338	 	 	 	0.37	%
	 	17.	 	 	Bostwicken Consultancy Limited

	 	 	1,507,878	 	 	 	0.34	%
	 	18.	 	 	Leung Kin Fo

	 	 	1,400,000	 	 	 	0.32	%
	 	19.	 	 	Yin Jian Ping

	 	 	1,000,000	 	 	 	0.23	%
	 	20.	 	 	Stanley Chan Chi Kwong

	 	 	1,000,000	 	 	 	0.23	%
	 	21.	 	 	Chan Tze Ngon

	 	 	750,000	 	 	 	0.17	%
	 	22.	 	 	Tang Chi Tang

	 	 	300,000	 	 	 	0.07	%
	 	 	 	 	Total

	 	 	223,292,226	 	 	 	50.54	%








 




			
	1	 	Based on the total issued share capital of 441,816,501 CCHL Shares as at the
date of this Announcement.
	 
	2	 	Pursuant to the Replacement Undertaking of Technology Venture Investments Limited
(“TVIL”), TVIL is permitted to transfer
the 66,074,441 CCHL Shares held by it to Chan Tze Ngon, and Chan Tze Ngon has undertaken to the Offeror that in such
event, he shall, inter alia, observe and discharge all the terms and conditions of the Replacement Undertaking in all respects
as if he is TVIL.
	 
	3	 	Pursuant to the Replacement Undertakings of Panwell Investments Limited (“Panwell”), Panwell is permitted to transfer the
5,276,358 CCHL Shares held by it to Wu Cai Yu, Yang Yong Shi and Wu Yao in the proportion of
1,418,719 CCHL Shares,
2,292,794 CCHL Shares and 1,564,845 CCHL Shares respectively, and each of Wu Cai Yu, Yang Yong Shi
and Wu Yao has
undertaken to the Offeror that in such event, he shall, inter alia, observe and discharge all the
terms and conditions of the
relevant Replacement Undertaking in all respects as if he is Panwell.




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	 	 	Assuming a full election of the Stock Consideration, the proforma shareholding of the
Original Covenantors and Other Covenantors in GWAC upon conclusion of the Offer (and
assuming the Offeror acquires 100% of the Offer Shares pursuant to the exercise of the
right to compulsory acquisition) will be as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	As a percentage	 	As a percentage
	 	 	 	 	 	 	Number of	 	of the enlarged	 	of the enlarged
	 	 	 	 	 	 	GWAC	 	issued share	 	issued share
	 	 	 	 	 	 	Common	 	capital of GWAC	 	capital of GWAC
	S/No.	 	Name	 	Stock	 	Common Stock4	 	Common Stock6
	 	1.	 	 	Super Dynamic Consultancy
Limited

	 	 	3,162,368	 	 	 	12.04	%	 	 	8.96	%
	 	2.	 	 	Technology Venture Investments Limited (see
footnote above)

	 	 	3,103,543	 	 	 	11.81	%	 	 	8.79	%
	 	3.	 	 	Intel Pacific, Inc.

	 	 	1,043,819	 	 	 	3.97	%	 	 	2.96	%
	 	4.	 	 	Wang Yu Huei

	 	 	604,180	 	 	 	2.30	%	 	 	1.71	%
	 	5.	 	 	Asia Capitol Technology
Partners Limited

	 	 	564,873	 	 	 	2.15	%	 	 	1.60	%
	 	6.	 	 	Panwell Investments
Limited (see footnote above)

	 	 	247,832	 	 	 	0.94	%	 	 	0.70	%
	 	7.	 	 	Wu Cai Yu

	 	 	247,832	 	 	 	0.94	%	 	 	0.70	%
	 	8.	 	 	Yang Yong Shi

	 	 	231,164	 	 	 	0.88	%	 	 	0.65	%
	 	9.	 	 	GC&C Holdings Limited

	 	 	219,796	 	 	 	0.84	%	 	 	0.62	%
	 	10.	 	 	Sergio Ventures Limited

	 	 	189,361	 	 	 	0.72	%	 	 	0.54	%
	 	11.	 	 	Isthoch Assets Limited

	 	 	141,651	 	 	 	0.54	%	 	 	0.40	%
	 	12.	 	 	Zhang Jin Hua

	 	 	132,942	 	 	 	0.51	%	 	 	0.38	%
	 	13.	 	 	Time Global International
Limited

	 	 	82,156	 	 	 	0.31	%	 	 	0.23	%
	 	14.	 	 	Kenbell Management Limited

	 	 	80,943	 	 	 	0.31	%	 	 	0.23	%
	 	15.	 	 	Liao Zhen

	 	 	79,849	 	 	 	0.30	%	 	 	0.23	%
	 	16.	 	 	Wu Yao

	 	 	75,967	 	 	 	0.29	%	 	 	0.22	%
	 	17.	 	 	Bostwicken Consultancy
Limited

	 	 	70,825	 	 	 	0.27	%	 	 	0.20	%
	 	18.	 	 	Leung Kin Fo

	 	 	65,758	 	 	 	0.25	%	 	 	0.19	%
	 	19.	 	 	Yin Jian Ping

	 	 	46,970	 	 	 	0.18	%	 	 	0.13	%
	 	20.	 	 	Stanley Chan Chi Kwong

	 	 	46,970	 	 	 	0.18	%	 	 	0.13	%
	 	21.	 	 	Chan Tze Ngon

	 	 	35,227	 	 	 	0.13	%	 	 	0.10	%
	 	22.	 	 	Tang Chi Tang

	 	 	14,091	 	 	 	0.05	%	 	 	0.04	%
	 	 	 	 	Total

	 	 	10,488,117	 	 	 	39.93	%	 	 	29.71	%








 




			
	4	 	Based on the total enlarged issued share capital of 26,268,276 GWAC Common Stock
and assuming none of the 9,031,950
outstanding warrants of GWAC are exercised.
	 
	5	 	Based on the total enlarged issued share capital of 26,268,276 GWAC Common Stock and assuming all of the 9,031,950
outstanding warrants of GWAC are exercised.




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	 	 	All Replacement Undertakings and Other Undertakings shall lapse if for whatever
reason:






	 	(a)	 	the Offer is withdrawn, or lapses, or fails to become or be declared to
be unconditional for any reason;
	 
	 	(b)	 	any of the Original Covenantors and Other Covenantors is released from any of
the
obligations under the relevant Replacement Undertaking or Other Undertaking; or
	 
	 	(c)	 	the Offeror is delisted from the NASDAQ OTC Bulletin Board,






	 	 	provided that this shall not prejudice any accrued rights between the parties prior to the
lapsing of the relevant Replacement Undertaking or Other Undertaking. In addition, unless
the Replacement Undertakings and Other Undertakings shall have earlier lapsed, they shall
terminate and be of no further effect on the date falling ten (10) months from 13 July
2006.
	 
	 	 	Save as disclosed in this Announcement, neither the Offeror nor any party acting in concert
with it has received any irrevocable undertaking from any other party to accept or reject
the Offer.
	 
	3.	 	Responsibility Statement
	 
	 	 	The sole Director of the Offeror has taken all reasonable care to ensure that the facts
stated and opinions expressed in this Announcement are fair and accurate and that no
material facts have been omitted from this Announcement.
	 
	 	 	Where any information has been extracted from published or otherwise publicly available
sources or obtained from CCHL, the sole responsibility of the sole Director of the Offeror
has been to ensure that such information has been accurately and correctly extracted from
such sources or, as the case may be, accurately reflected or reproduced in this
Announcement.
	 
	 	 	The sole Director of the Offeror accepts responsibility accordingly.





Issued by

DBS BANK LTD




for and on behalf of

GREAT WALL ACQUISITION CORPORATION




13 July 2006





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