<PAGE>

                                                                    EXHIBIT 10.1

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
                              ([Name in Chinese])
           (incorporated in the Cayman Islands with limited liability)

                          ----------------------------

                          EMPLOYEE SHARE OPTION SCHEME

                          ----------------------------

                   ADOPTED PURSUANT TO RESOLUTION OF THE BOARD
                       OF THE COMPANY ON 18 NOVEMBER 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
<S>                                                                                          <C>
1.   INTRODUCTION........................................................................     1

2.   DEFINITIONS.........................................................................     1

3.   DURATION AND ADMINISTRATION.........................................................     3

4.   GRANT OF OPTION.....................................................................     3

5.   SUBSCRIPTION PRICE..................................................................     4

6.   EXERCISE OF OPTIONS.................................................................     4

7.   LAPSE OF OPTIONS....................................................................     5

8.   MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION.................................     7

9.   CHANGES IN CAPITAL STRUCTURE........................................................     7

10.  SHARE CAPITAL.......................................................................     7

11.  DISPUTES............................................................................     7

12.  ALTERATION OF THE SCHEME............................................................     8

13.  TERMINATION.........................................................................     8

14.  CANCELLATION........................................................................     8

15.  GENERAL.............................................................................     9
</TABLE>

SCHEDULE

A.    Form of notice of exercise

B.    Form of Option certificate

<PAGE>

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
                              ([Name in Chinese])
           (incorporated in the Cayman Islands with limited liability)

                          EMPLOYEE SHARE OPTION SCHEME

        ADOPTED PURSUANT TO RESOLUTIONS OF THE BOARD ON 18 NOVEMBER 2003

1.    INTRODUCTION

1.1   The purpose of the Scheme is to enable the Company to grant Options to
      Eligible Persons as incentives or rewards for their contributions to the
      Group.

2.    DEFINITIONS

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

      "ADOPTION DATE"                     means 18 November 2003, being the date
                                          on which the Board approved the
                                          adoption of this Scheme;

      "ARTICLES OF ASSOCIATION"           means the articles of association of
                                          the Company as amended from time to
                                          time;

      "AUDITORS"                          means the auditors of the Company from
                                          time to time;

      "BOARD"                             means the board of Directors from time
                                          to time or a duly authorised committee
                                          thereof;

      "BUSINESS DAY"                      means a day on which banks are
                                          generally open for business in Hong
                                          Kong;

      "COMPANIES LAW"                     means the Companies Law, Cap. 22 (Law
                                          3 of 1961, as consolidated and
                                          revised) of the Cayman Islands, as
                                          amended from time to time;

      "COMPANIES ORDINANCE"               means the Companies Ordinance (Cap 32
                                          of the laws of Hong Kong), as amended
                                          from time to time;

      "COMPANY"                           means Ninetowns Digital World Trade
                                          Holdings Limited, an exempted company
                                          incorporated in the Cayman Islands
                                          with limited liability;

      "DIRECTORS"                         means directors of the Company from
                                          time to time;

      "ELIGIBLE PERSON"                   means any employee or director of any
                                          member of the Group;

                                       1
<PAGE>

      "GRANT DATE"                        means the date on which an Option is
                                          granted to an Eligible Person in
                                          accordance with sub-Clause 4.1;

      "GROUP"                             means the Company and its Subsidiaries
                                          and a "MEMBER OF THE GROUP" shall be
                                          construed accordingly;

      "HK DOLLARS" and "HK$"              means Hong Kong dollars, the lawful
                                          currency of Hong Kong;

      "HONG KONG"                         means the Hong Kong Special
                                          Administrative Region of the People's
                                          Republic of China;

      "OPTION"                            means an option to subscribe for
                                          Shares granted pursuant to the Scheme;

      "OPTION PERIOD"                     means in respect of any particular
                                          Option, the period to be determined
                                          and notified by the Board to each
                                          Participant, which period shall
                                          commence on or after the Grant Date
                                          and end in any event not later than 10
                                          years from the Grant Date;

      "OTHER SCHEMES"                     means other share option schemes (if
                                          any) adopted by any member of the
                                          Group from time to time, pursuant to
                                          which options to subscribe for Shares
                                          may be granted;

      "PARTICIPANT"                       means any Eligible Person who accepts
                                          the offer of any Option in accordance
                                          with the terms of the Scheme or (where
                                          the context so permits) a person
                                          entitled to any such Option in
                                          consequence of the death of the
                                          original Participant;

      "SCHEME"                            means this share option scheme in its
                                          present or any amended form;

      "SHARES"                            means shares of HK$0.1 each (or of
                                          such other nominal amount as shall
                                          result from a sub-division,
                                          consolidation, re-classification or
                                          re-construction of such shares from
                                          time to time) in the capital of the
                                          Company;

      "SHAREHOLDERS"                      means shareholders of the Company from
                                          time to time;

      "SUBSCRIPTION PRICE"                means the price per Share at which a
                                          Participant may subscribe for Shares
                                          on the exercise of an Option
                                          determined in accordance with Clause
                                          5;

                                       2
<PAGE>


      "SUBSIDIARY"                        means a company which is for the time
                                          being and from time to time a
                                          subsidiary of the Company, (within the
                                          meaning of Section 2 of the Companies
                                          Ordinance) whether incorporated in
                                          Hong Kong or elsewhere;

      "TRADING DAY"                       means a day on which trading of Shares
                                          take place on the Exchange; and

      "VESTING SCHEDULE"                  means, in relation to an Option, a
                                          schedule for the vesting of shares
                                          comprised in the Option during the
                                          Option Period to be determined by the
                                          Board on the date of grant of that
                                          Option.

2.2   Clause headings are inserted for convenience of reference only and shall
      be ignored in the interpretation of the Scheme. References herein to
      Clauses and sub-Clauses and Schedules are to clauses and sub-clauses of
      and schedules to this Scheme respectively. Words importing the singular
      includes the plural and vice versa, words importing a gender shall include
      every other genders and references to persons include bodies corporate or
      unincorporate. Any reference to any statute or statutory provision shall
      include any statute or statutory provision which amends or replaces, or
      has amended or replaced, and shall include any subordinate legislation
      made under the relevant statute.

3.    DURATION AND ADMINISTRATION

3.1   Subject to Clause 14, the Scheme shall be valid and effective for a period
      commencing on the Adoption Date and ending on the day immediately
      preceding the 10th anniversary of the Adoption Date, after which period no
      further Options may be issued but the provisions of this Scheme shall
      remain in full force and effect to the extent necessary to give effect to
      the exercise of any Options granted prior thereto or otherwise as may be
      required in accordance with the provisions of this Scheme.

3.2   This Scheme shall be subject to the administration of the Board whose
      decision as to all matters arising from or in relation to this Scheme or
      its interpretation or effect shall (save as otherwise provided herein) be
      final and binding on all parties to this Scheme.

4.    GRANT OF OPTION

4.1   On and subject to the terms of this Scheme, the Board may, at its
      discretion after taking into account the Eligible Person's contribution
      towards the growth and development of the Group, grant an Option to an
      Eligible Person Provided That the Eligible Person shall undertake to hold
      the Option on the terms on which it is to be granted and to be bound by
      the provisions of the Scheme. Such grant shall be effected by the issue of
      an option certificate substantially in the form as set out in Schedule B
      or in such other form as the Board shall from time to time

                                       3
<PAGE>

      determine.

4.2   Any Eligible Person to whom an Option is granted may, by notice in writing
      to the Company given within 30 days after the Grant Date, renounce in
      whole or in part his rights thereunder and in such case the Option shall
      pro tanto be deemed never to have been granted. For the avoidance of
      doubt, no consideration shall be payable for any such renunciation.

5.    SUBSCRIPTION PRICE

5.1   The Subscription Price shall be determined by the Board and notified to
      the Participant (subject to any adjustment made pursuant to Clause 9) and
      shall be at least no less than the nominal value of a Share.

6.    EXERCISE OF OPTIONS

6.1   An Option shall be personal to the Participant and shall not be assignable
      and no Participant shall in any way sell, transfer, charge, mortgage,
      encumber or create any interest in favour of any third party over or in
      relation to any Option other than transfer of Option by a Participant to
      any Eligible Person.

6.2   Subject to Clause 7.1 and in accordance with the Vesting Schedule
      applicable to that Option, an Option may be exercised in whole or in part
      at any time during the Option Period by the Participant (or in the case of
      his or her death, his or her legal personal representatives) giving notice
      in writing (substantially in the form set out in Schedule A or in such
      other form as the Board may from time to time specify) to the Company
      stating that the Option is thereby exercised and the number of Shares in
      respect of which it is exercised. Each such notice must be accompanied by
      a remittance for the full amount of the Subscription Price for the Shares
      in respect of which the notice is given and delivery of the Option
      certificate (if any) for cancellation or amendment, as the case may be.

6.3   Subject to Clause 10 and any necessary consents and to an Option having
      been exercised in accordance with the provisions of sub-Clause 6.2, the
      Company shall, as soon as reasonably practicable and in any event not
      later than 30 days after the later of the exercise of an Option or the
      receipt of the Auditors' certificate pursuant to Clause 9, allot and issue
      to the Participant of such number of Shares fully paid as specified in the
      notice exercising the Option and shall deliver to the Participant a
      definitive share certificate in respect thereof.

6.4   Shares allotted and issued upon the exercise of an Option will be subject
      to all provisions of the Articles of Association and shall rank pari passu
      in all respects with the fully paid or credited as fully paid Shares in
      issue on the date of such issue.

6.5   When an Option is exercised only in part, the balance shall remain
      exercisable on the same terms as originally applied to the whole Option
      and the Company may issue at its absolute discretion a new Option
      certificate accordingly after such partial exercise.

                                       4
<PAGE>

6.6   Notwithstanding any contrary provisions herein contained, if at the time a
      Participant wishes to exercise an Option, the exercise of such Option or
      the consequence of such exercise is not permitted by applicable laws, the
      Participant shall not be entitled to exercise his or her Option until such
      exercise becomes permissible by the applicable laws.

6.7   Subject to sub-Clause 7.1, if a general offer (whether by way of takeover
      offer, repurchase offer or scheme of arrangement or otherwise in like
      manner) has been made to all the Shareholders (other than the offeror and
      parties acting in concert with the offeror) to acquire all or part of the
      issued Shares and such offer, having been approved in accordance with
      applicable laws, becomes or is declared unconditional, the Participants
      shall be entitled to exercise his or her outstanding Option to its full
      extent or to the extent specified in his or her notice for such exercise
      within 14 days after the date on which such offer becomes or is declared
      unconditional.

6.8   Subject to sub-Clause 7.1, if an application is made to the court
      (otherwise than where the Company is being voluntarily wound up), pursuant
      to the Companies Law or the Companies Ordinance, in connection with a
      proposed compromise or arrangement between the Company and its creditors
      (or any class of them) or between the Company and its Shareholders (or any
      class of them), a Participant may by notice in writing to the Company,
      within the period of 21 days after the date of such application, exercise
      his or her outstanding Option to its full extent or to the extent
      specified in such notice. Upon the comprise or arrangement becoming
      effective, all outstanding Options shall lapse except insofar as
      exercised. Notice of the application referred to herein and the effect
      thereof shall be given by the Company to all Participants as soon as
      practicable.

6.9   Subject to sub-Clause 7.1, in the event that a notice is given by the
      Company to its Shareholders to convene a general meeting for the purpose
      of approving a resolution to voluntarily wind-up the Company when the
      Company is solvent, the Company shall on the day of such notice to each
      Shareholder or as soon as practicable, give notice thereof to all
      Participants (together with a notice of the existence of this provision).
      Thereupon each Participant shall be entitled to exercise all or any of his
      or her outstanding Options at any time not later than two business days
      prior to the proposed general meeting of the Company by giving notice in
      writing to the Company, accompanied by a remittance for the full amount of
      the aggregate Subscription Price for the Shares in respect of which the
      notice is given, whereupon 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 general meeting referred to above, allot and issue the
      relevant Shares to the Participant fully paid.

7.    LAPSE OF OPTIONS

7.1   An Option shall lapse forthwith (to the extent not already exercised) on
      the earliest of:

      (a)   the relevant Option Period in respect of the Option having expired;

                                       5
<PAGE>

      (b)   the second anniversary of the death of the Participant;

      (c)   in the event that the Participant was an employee or director of any
            member of the Group at the relevant Grant Date, the date on which
            such member of the Group terminates the Participant's employment or
            remove the Participant from his or her office on the ground that the
            Participant commits an act of bankruptcy or has become insolvent or
            has made any arrangements or composition with his or her creditors
            generally, or has been convicted of any criminal offence involving
            his or her integrity or honesty. A resolution of the Board to the
            effect that such employment or office has or has not been terminated
            or removed on one or more of the grounds specified in this
            sub-Clause (c) shall be conclusive;

      (d)   in the event that the Participant was an employee or director of any
            member of the Group at the relevant Grant Date, the expiry of a
            period of twelve months from the date of the Participant ceasing to
            be an employee or officer of such member of the Group by reason of:

            (i)   his or her retirement on or after attaining normal retirement
                  age or, with the express consent of the Board in writing for
                  the purpose of this sub-Clause, at a younger age;

            (ii)  ill health or disability recognised as such expressed by the
                  Board in writing for the purpose of this sub-Clause (ii);

            (iii) the company by which he or she is employed and/or of which he
                  or she is a director (if not the Company) ceasing to be a
                  Subsidiary;

            (iv)  the expiry of his or her employment contract or the vacation
                  of his or her office with such member of the Group and such
                  contract or office is not immediately extended or renewed; or

            (v)   at the discretion of the Board, any reason other than death or
                  the reasons described in sub-Clauses 7.1(c) or (d)(i) to (iv);

      (e)   the expiry of any period referred to in sub-Clause 6.8 or 6.9,
            provided that in the case of sub-Clause 6.8 all Options granted
            shall lapse upon the proposed compromise or arrangement becoming
            effective; and

      (f)   the date the Participant commits any breach of the provisions of
            sub-Clause 6.1.

7.2   Transfer of employment from a member of the Group to another member of the
      Group shall not be considered as cessation of employment. It shall not be
      considered as cessation of employment if a Participant is placed on such
      leave of absence considered by the relevant member of the Group as
      continuing intact the employment relationship.

7.3   If an Option lapses, the Participant shall be bound to surrender to the
      Company the certificate (if any) evidencing such Option.

                                       6
<PAGE>

8.    MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

      The total number of Shares which may be issued upon exercise of all
      options to be granted under this Scheme must not exceed 643,600 provided
      that options lapsed in accordance with the terms of this Scheme will not
      be counted for the purpose of calculating the aforesaid limit.

9.    CHANGES IN CAPITAL STRUCTURE

      If there is any capitalisation issue rights issue, consolidation or
      subdivision of Shares or reduction in the share capital of the Company
      (other than an issue of Shares as consideration in respect of a
      transaction to which any member of the Group is a party) while any Option
      remains exercisable, adjustment (if any) shall be made in:

      (a)   the number of Shares (without fractional entitlements) which is the
            subject of the Options so far as unexercised; and/or

      (b)   the Subscription Price.

      Except in the case of a capitalisation issue, any adjustment to the number
      of Shares which is the subject of the Options and/or the Subscription
      Price shall be conditional on an independent financial adviser or the
      Auditors confirming in writing to the Board that such adjustment made is
      on the basis that the proportion of the issued share capital of the
      Company to which a Participant will be entitled after such alteration
      shall remain the same as that to which he or she was entitled before such
      alteration. No such adjustment shall be made to the effect of which would
      be to enable any Share to be issued at less than its nominal value or
      which would result in the aggregate amount payable on the exercise of any
      Option in full being increased. The capacity of the independent financial
      adviser and the Auditors in this Clause 9 is that of experts and not of
      arbitrators and their certification shall be final and binding on the
      Company and the Participants in the absence of manifest error. The costs
      of the independent financial adviser and the Auditors in so certifying
      shall be borne by the Company.

10.   SHARE CAPITAL

      The exercise of any Option shall be subject to the Shareholders in general
      meeting approving any necessary increase in the authorised share capital
      of the Company. Subject thereto, the Board shall make available sufficient
      authorised but unissued share capital of the Company to meet subsisting
      requirements on the exercise of Options.

11.   DISPUTES

      Any dispute arising in connection with the Scheme (whether as to the
      number of Shares which are the subject of an Option, the amount of the
      Subscription Price or otherwise) shall be referred to the decision of the
      Auditors or the independent financial adviser of the Company who shall act
      as experts and not as arbitrators

                                       7
<PAGE>

      and whose decision shall be final and binding.

12.   ALTERATION OF THE SCHEME

12.1  The Scheme may be altered in any respect by resolution of the Board except
      that the provisions of the Scheme as to:

      (a)   the definitions of "ELIGIBLE PERSON", "PARTICIPANT" and "OPTION
            PERIOD" in sub-Clause 2.1; and

      (b)   the provisions of Clauses 1, 3.1, 4.1, 4.2, 5, 6.1, 6.2, 6.4, 7.1,
            8, 9, 13, 14 and this sub-Clause 12.1,

      shall not be altered to the advantage of the Eligible Persons or the
      Participants except with the prior sanction of a resolution of the Company
      in general meeting, with the Eligible Persons, the Participants and their
      respective associates abstaining from voting. No alteration shall operate
      to affect adversely the terms of any Option granted or agreed to be
      granted prior to such alteration except with the consent or sanction of
      such majority of the Participants as would be required of the Shareholders
      under the Articles of Association for a variation of the rights attached
      to the Shares. Any alterations to the terms and conditions of the Scheme
      which are of a material nature shall first be approved by the
      Shareholders, except where such alterations take effect automatically
      under the existing terms of the Scheme. Any change to the authority of the
      Directors or the Scheme administrators in relation to any alteration to
      the terms of the Scheme must be approved by the Shareholders in general
      meeting.

12.2  Notwithstanding the foregoing, no modification of or amendment to the
      Scheme made by the Board shall be effective prior to approval by the
      Shareholders to the extent Shareholders' approval is otherwise required by
      applicable legal requirements.

13.   TERMINATION

      The Company by ordinary resolution in general meeting may at any time
      terminate the operation of the Scheme before the end of its life and in
      such event no further Options will be offered but the provisions of the
      Scheme shall remain in all other respects in full force and effect in
      respect of Options granted prior thereto but not yet exercised at the time
      of termination, which shall continue to be exercisable in accordance with
      their terms of grant. Details of the Options granted, including Options
      exercised or outstanding, under the Scheme, and (if applicable) Options
      that become void or non-exercisable as a result of termination must be
      disclosed in the document to the Shareholders seeking approval for the
      first new scheme to be established after such termination.

14.   CANCELLATION

      Any cancellation of Options granted but not exercised must be approved by
      the Shareholders in general meeting, with Participants and their
      associates abstaining

                                       8
<PAGE>

      from voting. Any vote taken at the meeting to approve such cancellation
      must be taken by poll. Cancelled Options may be re-issued after such
      cancellation has been approved, provided such re-issued Options shall only
      be granted in compliance with the terms of the Scheme and that new Options
      may be issued to the Participant in place of his or her cancelled Options
      only if there are available unissued Options (excluding the cancelled
      Options) within the Scheme Mandate Limit.

15.   GENERAL

15.1  The Company shall bear the costs of establishing and administering the
      Scheme.

15.2  The Company shall provide a copy of the Scheme to all Participants on
      joining the Scheme. The Company shall also provide to all Participants all
      details relating to changes of the terms of the Scheme during the life of
      the Scheme upon such changes taking place.

15.3  The Scheme shall not form part of any contract of employment between any
      member of the Group and any Participant, and the rights and obligations of
      any Participant under the terms of his or her office or employment shall
      not be affected by his or her participation in the Scheme or any right
      which he or she may have to participate in it. The Scheme shall afford
      such a Participant no additional rights to compensation or damages in
      consequence of the termination of such office or employment for any
      reason.

15.4  Nothing contained in this Scheme or in any related agreement, and no
      action of the Company or any member of the Group or the Board with respect
      thereto, shall confer or be construed to confer on any Participant any
      right to continue in the employment with any member of the Group or
      interfere in any way with the right of any member of the Group to
      terminate the employment of the Participant at any time, with or without
      cause.

15.5  No right or benefit under the Scheme shall be subject to anticipation,
      alienation, sale, assignment, hypothecation, pledge, exchange, transfer,
      encumbrance or charge, and any attempt to anticipate, alienate, sell,
      assign, hypothecate, pledge, exchange, transfer, encumber or charge the
      same shall be void other than transfer of Option from a Participant to any
      Eligible Person. No right or benefit hereunder shall in any manner be
      liable for or subject to the debts, contracts, liabilities or torts of the
      person entitled to such benefits.

15.6  A Participant shall be entitled to receive copies of all notices and other
      documents sent by the Company to Shareholders.

15.7  Save as otherwise provided herein, a Participant who is a Director may,
      subject to and in accordance with the Company's Memorandum of Association
      and Articles of Association from time to time, notwithstanding his or her
      interest, vote on any Board resolution concerning the Scheme (other than
      in respect of his or her own participation therein) and may retain any
      benefits under the Scheme.

15.8  Any notice or other communication between the Company and an Eligible
      Person

                                       9
<PAGE>

      or Participant shall be in writing and may be given by sending the same by
      prepaid post or by personal delivery to, in the case of the Company, 5/F,
      Union Plaza, No.20, Chaowai Street, Beijing, 100020, PRC or such other
      address as may be notified to the Eligible Person and Participant from
      time to time and, in the case of the Eligible Person or Participant, his
      or her address as notified to the Company from time to time.

15.9  Any notice or other communication served by post:

      (a)   by the Company shall be deemed to have been served 48 hours after it
            was placed in the post where the recipient's address is in Hong Kong
            and seven days where the address is elsewhere; and

      (b)   by the Eligible Person or Participant shall not be deemed to have
            been served until the same shall have been received by the Company.

      In the case of sub-Clause (a) above, in proving the service of any notice
      or other communication by post, it will be sufficient to prove that the
      notice or other communication was properly stamped, addressed and placed
      in the post.

15.10 An Eligible Person or Participant, as the case may be, shall be
      responsible for obtaining any government or other official consent that
      may be required by any country or jurisdiction in order to permit the
      grant or exercise of an Option, as the case may be. The Company shall not
      be responsible for any failure by such person to obtain any such consent
      or for any tax or other liability to which that person may become subject
      as a result of his or her participation in the Scheme.

15.11 The Scheme and all Options granted hereunder shall in all respects be
      governed by and construed in accordance with the Companies Law.

                                       10
<PAGE>

                                   SCHEDULE A

                           FORM OF NOTICE OF EXERCISE

                NOTICE OF EXERCISE - EMPLOYEE SHARE OPTION SCHEME

Date: ________

To:   The Board

      Ninetowns Digital World Trade Holdings Limited

      ________

      [Hong Kong]

Dear Sirs,

I, the undersigned, refer to the option certificate issued by you to me on
________ (the "OPTION CERTIFICATE"). Terms defined in the Option Certificate
shall have the same meanings when used herein unless the context otherwise
requires.

I hereby exercise my Option in respect of the number of Shares specified below
and enclose my remittance for the subscription of such Shares based on the
Subscription Price specified below together with the relevant Option
Certificate.

Number of Shares subject to Option being subscribed for:          Shares

Subscription Price:               HK$________ (per Share)

Total Remittance:                 HK$

I hereby confirm that the exercise of my Option hereunder:

(a)   shall be subject to the terms of the Option Certificate and the Scheme;
      and

(b)   shall not in any way contravene any law or regulation of any jurisdiction,
      including but not limited to foreign exchange control laws of any
      jurisdiction.

Yours faithfully,

__________________________
[name of Option holder]

                                       11
<PAGE>

                                   SCHEDULE B

                           FORM OF OPTION CERTIFICATE

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
                              ([Name in Chinese])

                               OPTION CERTIFICATE

                                        Certificate No.:

Terms defined in the employee share option scheme of Ninetowns Digital World
Trade Holdings Limited (the "COMPANY") adopted on ________ 2003 (the "SCHEME")
shall have the same meaning when used herein unless the context otherwise
requires.

THIS IS TO CERTIFY THAT ..................................................... of
............................................................................ (the
"OPTION HOLDER") is the holder of an Option under the employee share option
scheme (the "Scheme") of the Company adopted on ________ 2003, pursuant to which
the Option Holder may subscribe for up to ...................... Shares at the
Subscription Price of HK$ ........................... per Share at any time
during the period commencing from ................................ and ending on
................................. (both days inclusive), on and subject to the
following Vesting Schedule and the terms of the Scheme as may be amended from
time to time. Unless otherwise provided for in the Scheme, this Option cannot be
transferred, assigned or charged other than transfer to an Eligible Person. This
Certificate shall be governed by and construed in accordance with the laws of
the Hong Kong Special Administrative Region.

                                VESTING SCHEDULE

<TABLE>
<CAPTION>
Portion of Option Exercisable          Exercise Period
-----------------------------          ---------------
<S>                                    <C>
        _____%                         ________ to ________ (both days inclusive)
        _____%                         ________ to ________ (both days inclusive)
        _____%                         ________ to ________ (both days inclusive)
</TABLE>

IN WITNESS WHEREOF the Company has caused this Certificate to be signed on its
behalf by its Director on ________.

SEALED with the COMMON SEAL of )
NINETOWNS DIGITAL WORLD TRADE  )
HOLDINGS LIMITED and SIGNED by )
                               )
in the presence of:            )

                                       12