<PAGE>

                                                                   EXHIBIT 10.28

                        DATED THE 3RD DAY OF OCTOBER 2003

                           JITTER BUG HOLDINGS LIMITED
                                  (as "Vendor")

                                       and

                THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1
                                (as "Purchasers")

                                       and

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

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

                           SALE AND PURCHASE AGREEMENT
                              RELATING TO SHARES IN
                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
                                 (THE "COMPANY")
            --------------------------------------------------------

                                 LI & PARTNERS
                               [Name in Chinese]
                  22/F., World Wide House, Central, Hong Kong
                               [Name in Chinese]
  Tel\[Name in Chinese]: (852)2501 0088 Fax\[Name in Chinese]: (852)2501 0028
                           Our Ref :RL/GS/1710(1)/03

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
         Title                                                            Page No.
         -----                                                            --------
<S>                                                                       <C>
1.  INTERPRETATION....................................................      1
2.  SALE AND PURCHASE OF THE SALE SHARES..............................      4
3.  CONSIDERATION.....................................................      4
4.  COMPLETION .......................................................      4
5.  VENDOR'S UNDERTAKINGS.............................................      6
6.  VENDOR'S WARRANTY OF PROFITS......................................      6
7.  PURCHASERS' RIGHTS ...............................................      7
8.  QUALIFIED IPO ....................................................      8
9.  DIVIDEND POLICY...................................................      8
10. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS......................      9
11. COSTS AND EXPENSES................................................      9
12. RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS...................      9
13. NOTICES ..........................................................     10
14. GENERAL ..........................................................     12
15. SEVERANCE ........................................................     12
16. FORCE MAJEURE.....................................................     13
17. PREVALENCE OF AGREEMENT...........................................     13
18. LEGAL REPRESENTATION..............................................     13
19. GOVERNING LAW AND JURISDICTION....................................     13
20. COUNTERPARTS......................................................     13

SCHEDULE 1 --      THE PURCHASERS.....................................     18
SCHEDULE 2 --      PARTICULARS OF THE PRC SUBSIDIARIES................     19
SCHEDULE 3 --      FORM OF SHAREHOLDERS' AGREEMENT....................     19
SCHEDULE 4 --      WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS.......     25
</TABLE>

                                       i
<PAGE>

THIS AGREEMENT is made on the 3rd day of October 2003.

BETWEEN:

(1)   JITTER BUG HOLDINGS LIMITED, a company incorporated in the British Virgin
      Islands, having its registered office at P.O. Box 957, Offshore
      Incorporations Centre, Road Town, Tortola, British Virgin Islands ("the
      VENDOR");

(2)   THE PERSONS WHOSE PARTICULARS ARE SET OUT IN SCHEDULE 1 (collectively, the
      "PURCHASERS" and individually, a "PURCHASER"); and

(3)   NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED, a company incorporated in
      the Cayman Islands with limited liability, having its registered office at
      Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George
      Town, Grand Cayman, British West Indies, and its principal place of
      business in Hong Kong at Units 2502-3 Worldwide House, 19 Des Voeux Road
      Central, Hong Kong (the "COMPANY").

WHEREAS:

(a)   The Company has, as at the date hereof, an authorized share capital of
      HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each.

(b)   Following the Initial Group Reorganization, the Company has an issued
      share capital of HK$550,000, divided into 5,500,000 Shares of HK$0.10
      each, all of which have been issued and credited as fully paid.

(c)   As at the date hereof, the Vendor is the legal and beneficial owner, free
      from all charges, liens and other encumbrances, of the Sale Shares.

(d)   The Purchasers have agreed to purchase the Sale Shares from the Vendor on
      the terms and subject to the conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.    INTERPRETATION

1.1   In this Agreement, including the Recitals, the following expressions shall
      have the following meanings except where the context otherwise requires -

"Articles"                         the articles of association of the Company as
                                   the same may be amended from time to time;

"Board"                            the board of directors of the Company;

                                       1
<PAGE>

"Completion"                       the completion of the sale and purchase of
                                   the Sale Shares pursuant to the terms of this
                                   Agreement;

"Completion Date"                  13 October 2003 (or such other date as the
                                   parties hereto may agree in writing);

"Directors"                        the directors for the time being of the
                                   Company and "Director" means any of them;

"Group"                            the Company and its subsidiaries;

"HK$"                              the lawful currency of HKSAR;

"HKSAR"                            Hong Kong Special Administrative Region of
                                   the PRC;

"Initial Group Reorganization"     the group reorganization involving the
                                   Company entering into a sale and purchase
                                   agreement with the Vendor, pursuant to which
                                   the Company acquired all the issued shares of
                                   Ixworth Enterprises Limited (which is an
                                   investment holding company holding the PRC
                                   Subsidiaries) from the Vendor in
                                   consideration of the Company issuing
                                   5,499,999 consideration shares, credited as
                                   fully paid, to the Vendor and crediting as
                                   fully paid at par the 1 Share issued nil paid
                                   by the Company to the Vendor on 7 May 2002;

"IPO"                              the initial public offering of the Shares on
                                   the Main Board of the Stock Exchange;

"Memorandum"                       the memorandum of association of the Company
                                   as the same may be amended from time to time;

"PRC"                              the People's Republic of China;

"PRC Subsidiaries"                 the subsidiaries of the Company in the PRC as
                                   at the date hereof, namely Beijing New
                                   Take e-Commerce Limited ([Name in Chinese]),
                                   Beijing Ninetowns Times

                                       2
<PAGE>
                                   e-Commerce Limited ([Name in Chinese]),
                                   Beijing Ninetowns Digital Technology Co.,
                                   Ltd. ([Name in Chinese]), and Shanghai New
                                   Take Digital Technology Co., Ltd. ([Name in
                                   Chinese]) and Beijing Ninetowns Ports
                                   Software and Technology Co., Ltd. ([Name in
                                   Chinese]), particulars of which are set out
                                   in Schedule 2;

"Purchase Price"                   HK$100 per Share;

"Qualified IPO"                    the initial public offering of the Shares on
                                   the Main Board of the Stock Exchange, which
                                   is expected to take place on or before 31
                                   December 2004 at a price that will generate
                                   an annual return rate of at least 35% (net of
                                   withholding tax but including dividend
                                   received) on the initial investment amount
                                   from the date of the effective transfer of
                                   the Sale Shares by the Vendor to the
                                   Purchasers;

"Sale Shares"                      468,000 Shares to be sold by the Vendor and
                                   purchased by the Purchasers at the Purchase
                                   Price pursuant to Clause 2;

"Shareholders"                     the holders of Shares;

"Shareholders' Agreement"          the shareholders' agreement substantially in
                                   the form set out in Schedule 3 to be entered
                                   into between the Shareholders;

"Share(s)"                         the ordinary share(s) of HK$0.10 each in the
                                   share capital of the Company;

"Stock Exchange"                   The Stock Exchange of Hong Kong Limited;

"US$"                              the lawful currency of the Unites Stated of
                                   America;

"Warranties"                       the warranties, representations and
                                   undertakings given by the Vendor and the
                                   Company, respectively, pursuant to Clause

                                       3
<PAGE>

                                   10 and in Schedule 4.

1.2   The expressions the "Vendor", the "Purchasers" and the "Purchaser" shall,
      where the context permits, include their respective successors and
      permitted assigns and personal representatives and any persons deriving
      title under them.

1.3   Words importing the singular number shall include the plural and vice
      versa and words importing a gender shall include every gender.

1.4   Headings of clauses are for reference only and shall be ignored in
      construing this Agreement.

2.    SALE AND PURCHASE OF THE SALE SHARES

      Subject to the terms and conditions of this Agreement, the Vendor shall
      sell and the Purchasers shall purchase the Sale Shares, free from all
      charges, liens, encumbrances, equities or other adverse claims or
      interests and with all rights now and hereafter attaching thereto
      including the right to all dividends paid, declared or made in respect
      thereof at the Purchase Price.

<TABLE>
<CAPTION>
      Name of                             Number of Sale        Purchase Price
   Purchasers                                 Shares                (HK$)
   ----------                                 ------                -----
<S>                                       <C>                   <C>
UOB Venture (Shenzhen) Limited                   78,000              7,800,000

Titan I Venture Capital Co., Ltd.                97,500              9,750,000

Titan II Venture Capital Co., Ltd.               97,500              9,750,000

CFM Investments Limited -                       195,000             19,500,000
   CFM Greater China Fund
</TABLE>

3.    CONSIDERATION

      The consideration for the sale of the Sale Shares shall be HK$46,800,000
      which shall be paid by the Purchasers to the Vendor on the Completion
      Date.

4.    COMPLETION

4.1.  Completion shall take place at the office of Li & Partners at 22/F, World
      Wide House, Central, Hong Kong (or at such place as the parties hereto may
      agree) on

                                       4
<PAGE>

      the Completion Date.

4.2.  On the Completion Date, the Vendor shall procure the holding of a meeting
      of the Directors and the passing thereat of resolutions approving:

      (a)   the transfer of the Sales Shares from the Vendor to the Purchasers;

      (b)   the registration of the Purchasers in the register of members of the
            Company in respect of the Sale Shares; and

      (c)   the issue by the Company to the Purchasers of share certificate
            representing the Sale Shares and the delivery of these share
            certificates to the Purchasers.

4.3.  On the Completion Date, the Vendor shall deliver to the Purchasers:

      (a)   board resolutions of the Vendor approving the signing of this
            Agreement and the sale of the Sale Shares to the Purchasers pursuant
            to the terms thereof;

      (b)   instruments of transfer and bought and sold notes relating to the
            Sale Shares duly signed by the Vendor and the relevant share
            certificate(s) representing the Sale Shares;

      (c)   certified copies of the board resolutions referred to in Clause 4.2;

      (d)   where applicable, a waiver of pre-emptive rights signed by all the
            existing shareholders of the Company;

      (e)   a certificate executed by the Vendor and the Company in form and
            substance acceptable to the Purchasers certifying that the
            representations, warranties and undertakings of the Vendor and the
            Company contained herein remain true and correct as if given on the
            Completion Date.

      whereupon the Purchasers shall effect payment to the Vendor of an amount
      equal to the relevant number of Sale Shares being purchased by them under
      this Agreement, multiplied by the Purchase Price, representing in
      aggregate the sum of HK$46,800,000, such payment to be made in such means
      and manner as the Vendor may direct.

4.4.  The Purchasers shall enter into the Shareholders' Agreement upon
      Completion for the purposes of regulating the business, affairs and
      management of the Group as from the date thereof.

4.5.  If any of the documents required to be delivered to the Purchasers on the
      Completion Date are not forthcoming for any reason or if in any other
      respect the foregoing provisions of this Clause 4 are not fully complied
      with, the Purchasers shall be entitled to effect Completion so far as
      practicable or to extend

                                       5
<PAGE>

      Completion to such date as may be agreed between the parties hereto or to
      rescind this Agreement.

5.    VENDOR'S UNDERTAKINGS

      The Vendor undertakes to the Purchasers that:

      (a)   the Sale Shares are free and clear of any encumbrances, liens,
            pledges, security interests, voting or other trusts or any other
            restriction;

      (b)   prior to the IPO, it will procure that the Company will not reduce
            its shareholding in each of the PRC Subsidiaries to below 90%;

      (c)   it will procure that Jitter Bug, Mr. Wang Shuang and Ms. Dong Min
            will not sell or transfer their initial holdings of the Shares
            during the 6 months period following the date that the Purchasers
            are free to sell or transfer their Shares;

      (d)   it will procure that any new projects will not be taken up or
            injected into any member of the Group on terms more favourable than
            those offered to the Company, provided that the Company decides to
            reject such projects;

      (e)   it will procure that each of the executive directors of the Company
            and Mr. Ren Xiaoguang and Mr. Wu Bolin will enter into a service
            agreement with the Company for a term of at least 4 years as soon as
            practicable after Completion.

6.    VENDOR'S WARRANTY OF PROFITS

      Subject to Clause 16 (and in situation where a force majeure condition
      occurs at any time during the financial year of the Group ending 31
      December 2003, the Group's earning before tax, minority interests and
      extraordinary items stated below may need to be adjusted taking into
      account the circumstances of the force majeure condition), if the Group's
      earning before tax and minority interests and extraordinary items (the
      "EBTMIEI") for the financial year ending 31 December 2003 falls short of
      HK$100 million, the Purchasers' entry valuation will be adjusted in
      accordance with the following formula:

                      A x (1 - EBTMIEI / 106,791,000) x 100

      A represents the number of Sale Shares and the Group's projected EBTMIEI
      for the financial year ending 31 December 2003 is approximately
      HK$106,791,000. The Vendor hereby agrees to compensate the Purchasers for
      any difference between the original entry valuation and the adjusted entry
      valuation referred to above by transferring to the Purchasers such number
      of Shares (with each Share valued at HK$100) of the Company at nil
      consideration representing such difference.

                                       6
<PAGE>

7.    PURCHASERS' RIGHTS

7.1.  The Purchasers shall have the Shareholders' rights as stipulated in the
      Shareholders' Agreement.

7.2.  As from the date of an IPO, the Purchasers may not sell, transfer or
      otherwise dispose of their Shares prior to the expiration of a period of
      six months after an IPO if it is a condition or requirement for the IPO
      that AIG Asia Opportunity Fund L.P. and/or American International
      Assurance Company (Bermuda) Limited do not sell, transfer or otherwise
      Dispose of their Shares prior to the expiration of a period of six months
      after the IPO.

7.3.  In consideration of the investment made by the Purchasers in the Company
      by acquiring the Sale Shares from the Vendor and in consideration of the
      payment of HK$1 by each Purchaser to the Vendor (receipt of which is
      hereby acknowledged), the Vendor hereby grants to each of the Purchasers
      an option (the "Put Option") to require the Vendor to purchase from the
      Purchasers upon the Purchasers exercising the Put Option all their Shares
      (as reduced or increased by any reorganization of the Company which takes
      place prior to the sale of the Shares pursuant to the exercise of the Put
      Option) in the Company at a price (denominated in US$) equal to the
      Purchase Price per Sale Share paid by the Purchasers, as adjusted in
      accordance with Clause 6, together with an annual rate of return thereon
      of 10% (denominated in US$) if the Company is not successful in
      implementing the Qualified IPO by 31 December 2004. Such Put Option will
      be exercisable by written notice in respect of all Shares (but not any
      part thereof) served by the Purchasers upon the Vendor during the period
      from 1 January 2005 to 30 June 2005 (both days inclusive) and within 14
      days upon receipt of the said written notice, the Vendor will make payment
      for the Shares to the Purchaser in such manner as the Purchaser may
      direct. The Purchasers shall waive such Put Option immediately before the
      Qualified IPO. Without prejudice to the generality of the foregoing and
      provided that the Qualified IPO is successfully implemented on or before
      30 June 2005, the Purchasers are entitled, at any time prior to such
      Qualified IPO, to invest in such number of old Shares of the Company from
      the Vendor equivalent to the number of the Sale Shares at the same entry
      valuation as that of the "Sale Shares" referred to in Clause 1.1, with
      each Share valued at HK$100. The Purchasers shall refund the amount
      (representing the amount of the re-invested Shares or any part thereof)
      they have received from the Vendor as a result of the exercise of the Put
      Option and (as the case may be) pay up the balance of the amount of the
      re-invested Shares in cash to the Vendor if the Purchasers re-invest in
      the Shares of the Company.

7.4.  The Purchasers will be provided with, and have access to all information
      and material, financial or otherwise provided to a member of the Board.
      The Purchasers will have the right to discuss and consult with the
      management of the Group. In particular, the Group will provide to the
      Purchasers:

                                       7
<PAGE>

      (a)   monthly consolidated management accounts including income statement,
            balance sheet and cash flow statement of the Group within 30 days
            from the last day of each calendar quarter;

      (b)   consolidated annual management accounts of the Group within 45 days
            from the end of each calendar year;

      (c)   consolidated annual audited accounts of the Group within 120 days
            from the end of each calendar year;

      (d)   annual business plan, annual budget and projected financial
            statements relating to the Company at least 30 days before the
            calendar/financial year end;

      (e)   the opportunity to discuss and review with the Board the
            management's accounts within 30 days from the Purchasers' receipt of
            the same; and

      (f)   such other operating statistics, and other trading and financial
            information in such form as the Purchasers may require in order for
            them to be kept properly informed about the Company's interest and
            to generally protect the interest of the Purchasers.

8.    QUALIFIED IPO

      Subject to the prevailing economic and stock market conditions, the
      Qualified IPO is expected to take place on or before 31 December 2004. For
      the avoidance of doubt, the parties hereto agree to terminate this
      Agreement on the receipt by the Company of an in-principle approval for
      listing or, conditional upon the listing occurring as envisaged, on such
      date prior to a listing as may be required by the relevant regulatory body
      in order to achieve the listing, by executing a termination agreement
      conditional upon the occurrence of the listing and to take effect from the
      date of the listing of the Company, and in the event of the listing not
      taking place by 31 December 2004, the termination agreement shall lapse
      and this Agreement and all the rights, obligation and provisions hereto
      shall continue to apply to the parties with full force and effect.

9.    DIVIDEND POLICY

      Subject to any agreement or restriction binding the Company from time to
      time, any declaration of dividend by the Company for each financial year
      shall be determined by Board taking into account those profits of the
      Company available for distribution after appropriation of prudent and
      proper reserves including allowance for future working capital, provision
      for tax, interest payments and repayments of amounts borrowed. In deciding
      whether in respect of any financial year the Company has profits available
      for distribution, the parties hereto shall

                                       8
<PAGE>

      procure that the auditors of the Company shall certify whether such
      profits are available or not and the amount thereof (if any). In giving
      such certificate, the auditors shall act as experts and not as arbitrators
      and their determination shall be binding.

10.   WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

10.1  The Vendor hereby represents, warrants and undertakes to the Purchasers
      (to the intent that the provisions of this Clause shall continue to have
      full force and effect notwithstanding Completion) in the terms set out in
      Schedule 4 and acknowledge that the Purchasers in entering into this
      Agreement are relying on such representations, warranties and undertakings
      and that the Purchasers, unless granting a waiver in this regard, shall be
      entitled to treat the same as conditions of this Agreement.

10.2  The Warranties shall remain in full force and effect and shall continue to
      subsist after and notwithstanding Completion.

10.3  The Vendor shall not (save only as may be necessary to give effect to this
      Agreement) do or allow and shall procure that no act or omission shall
      occur before Completion which would constitute a breach of any of the
      Warranties if they were given at Completion or which would make any such
      Warranties inaccurate or misleading if they were so given.

10.4  Notwithstanding the aforesaid, the Company hereby warrants and undertakes
      to the Purchasers that if the Vendor fails to (a) compensate the Purchaser
      for any difference between the original entry valuation and the adjusted
      entry valuation referred to in Clause 6, or (b) purchase and make payment
      for the Shares upon exercise of the Put Option by the Purchasers as stated
      in Clause 7.3, the Company will make payment of the same out of its
      profits to the Purchasers, subject to full compliance with all applicable
      laws, rules and regulations.

11.   COSTS AND EXPENSES

11.1  The Vendor will be responsible for all pre-approved legal costs (including
      the arrangement fee) reasonably and properly incurred and other
      pre-approved expenses in connection with or incidental to the negotiation,
      finalization and execution of this Agreement and the sale and purchase of
      the Sale Shares.

11.2  All stamp duty (if any) payable to the Government of HKSAR in respect of
      the Sale Shares contemplated under this Agreement shall be borne by the
      Purchasers.

12.   RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS

12.1  Each of the Purchasers hereto undertakes to the Vendor that it shall not
      at any time after the date of this Agreement divulge or communicate any
      confidential

                                       9
<PAGE>

      information concerning the business, accounts, finance or contractual
      arrangements or other dealings, transactions or affairs of the Company
      which may be within or may come to its knowledge in connection with the
      transactions contemplated by this Agreement and the terms and conditions
      of this Agreement, which are all treated as confidential information, to
      any person other than to its professional advisers, or when required by
      law or any rule of any relevant stock exchange body, or to its respective
      officers or employees who are required to review and consider the same and
      who prior to receiving such confidential information shall be made aware
      of the restrictions in respect of such confidential information and shall
      observe the same as are contained herein, and each of the Purchasers shall
      use its best endeavours to prevent the publication or disclosure of any
      such confidential information concerning such matters. This restriction
      shall not apply to information or knowledge which is or which properly
      comes into the public domain, through no fault of any of the parties to
      this Agreement or to information or knowledge which is already known to
      the Purchasers at the time of its receipt.

12.2  Each of the parties hereto undertakes that it shall not at any time (save
      as required by law or any rule of any relevant stock exchange or
      regulatory body) make any announcement in connection with this Agreement
      unless the other party hereto shall have given its consent to such
      announcement (which consent may not be unreasonably withhold or delayed
      and may be given either generally or in a specific case or cases and may
      be subject to conditions). If any party is required by law or any rule of
      any relevant stock exchange or regulatory body to make any announcement in
      connection with this Agreement, the other party agrees to supply all
      relevant information relating to itself that is within its knowledge or in
      its possession as may be reasonably necessary or as may be required by any
      exchange and regulatory body to be included in the announcement.

13.   NOTICES

13.1  Any notice, claim, demand, court process, document or other communication
      to be given under this Agreement (collectively "COMMUNICATION" in this
      Clause) shall be in writing in the English or Chinese language and may be
      served or given personally or sent to the telex or facsimile numbers (if
      any) of the relevant party and marked for the attention and/or copied to
      such other person as specified in Clause 13.4.

13.2  A change of address or telex or facsimile number of the person to whom a
      communication is to be addressed or copied pursuant to this Agreement
      shall not be effective until five days after a written notice of change
      has been served in accordance with the provisions of this Clause 13.2 on
      all other parties to this Agreement with specific reference in such notice
      that such change is for the purposes of this Agreement.

                                       10
<PAGE>

13.3  All communications shall be served by the following means and the
      addressee of a communication shall be deemed to have received the same
      within the time stated adjacent to the relevant means of despatch:

           MEANS OF DESPATCH                     TIME OF DEEMED RECEIPT

           Local mail or courier                 24 hours
           Telex                                 on despatch
           Facsimile                             on despatch
           Air courier/Speedpost                 3 days
           Airmail                               7 days

13.4  The initial addresses and facsimile numbers of the parties for the service
      of communications, the person for whose attention such communications are
      to be marked and the person to whom a communication is to be copied are as
      follows:

      IF TO THE VENDOR:

           Address:                P.O. Box 957, Offshore Incorporation Centre
                                   Road Town, Tortola
                                   British Virgin Islands
           Facsimile no.:          (852) 2868-5121
           Attention:              Mr. Wang Shuang / Mr. Tommy Fork

      IF TO THE COMPANY :

           Ninetowns Digital World Trade Holdings Limited
           Address:                   Unit 2205 Worldwide House
                                       19 Des Voeux Road Central
                                       Hong Kong
           Facsimile no.:              (852) 2868-5121
           Attention:                  Mr. Wang Shuang / Mr. Tommy Fork

     IF TO THE PURCHASERS :

           UOB Venture (Shenzhen) Limited
           Address:                    608 St. James Court
                                       St. Denis Street
                                       Port Louis, Mauritius
           Facsimile no.:              (65) 6538-2569
           Attention:                  Mr. Eric Leow Poh Chin

           Titan I Venture Capital Co., Ltd.
           Address:                    10/F., 6 Tun Hwa N. Road
                                       Taipei, Taiwan
           Facsimile no.:              (886-2) 2751-5416

                                       11
<PAGE>

           Attention:                  Mr. David Tso / Ms. Stella Wang

           Titan II Venture Capital Co., Ltd.
           Address:                    10/F., 6 Tun Hwa N. Road
                                       Taipei, Taiwan
           Facsimile no.:              (886-2) 2751-5416
           Attention:                  Mr. David Tso / Ms. Stella Wang

           CFM Investments Limited - CFM Greater China Fund
           Address:                    10/F., 6 Tun Hwa N. Road
                                       Taipei, Taiwan
           Facsimile no.:              (886-2) 2751-5416
           Attention:                  Mr. David Tso / Ms. Stella Wang

13.5  A communication served in accordance with this Clause 13 shall be deemed
      sufficiently served and in proving service and/or receipt of a
      communication it shall be sufficient to prove that such communication was
      left at the addressee's address or that the envelope containing such
      communication was properly addressed and posted or despatched to the
      addressee's address or that the communication was properly transmitted by
      telex, facsimile or cable to the addressee. In the case of communication
      by telex, such communication shall be deemed properly transmitted upon the
      receipt by the machine sending the telex answerback of the addressee; in
      the case of facsimile transmission, such transmission shall be deemed
      properly transmitted on receipt of a report of satisfactory transmission
      printed out by the sending machine.

13.6  Nothing in this Clause shall preclude the service of communication or the
      proof of such service by any mode permitted by law.

14.   GENERAL

14.1  This Agreement and the documents referred to herein are in substitution
      for all previous agreements between all or any of the parties hereto and
      contain the whole agreement between the parties hereto relating to the
      subject matter of this Agreement.

14.2  No amendment or variation of this Agreement shall be effective unless in
      writing and signed by or on behalf of each of the parties hereto.

14.3  The Vendor and the Purchasers shall do and execute or procure to be done
      and execute all such further acts, deeds, things and documents as may be
      necessary to give effect to the terms of this Agreement.

15.   SEVERANCE

      If any provision of this Agreement or part thereof is rendered void,
      illegal or

                                       12
<PAGE>

      unenforceable by any legislation to which it is subject, it shall be
      rendered void, illegal or unenforceable to that extent and no further.

16.   FORCE MAJEURE

      Neither party shall be liable to the other parties for non-performance or
      delay in performance of any of its obligations under this Agreement due to
      causes reasonably beyond its control including, fire, flood, epidemic
      (including without limitation severe acute respiratory syndrome), strikes,
      labor troubles or other industrial disturbances, unavoidable accidents,
      amendment, revision or revocation of any laws, regulations and policies,
      riots and insurrections. Upon the occurrence of such a force majeure
      condition the affected party shall immediately notify the other parties
      with as much detail as possible and shall promptly inform the other
      parties of any further developments. Immediately after the cause is
      removed, the affected party shall perform such obligation with all due
      speed.

17.   PREVALENCE OF AGREEMENT

      In the event of any ambiguity or conflict arising between the terms of
      this Agreement and those of the Memorandum and Articles of the Company,
      the provisions of this Agreement shall prevail as between the parties
      hereto.

18.   LEGAL REPRESENTATION

      The Purchasers acknowledge that Li & Partners are the solicitors acting
      for the Vendor and the Company only and the Purchasers have been advised
      of their right to seek legal advice in respect of this Agreement and have
      been given full opportunity to take such advice.

19.   GOVERNING LAW AND JURISDICTION

19.1  This Agreement shall be governed by and construed in accordance with the
      laws of HKSAR.

19.2  In relation to any legal action or proceedings arising out of or in
      connection with this Agreement, the Vendor and each of the Purchasers
      hereby irrevocably submit to the non-exclusive jurisdiction of the Courts
      of HKSAR.

20.   COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument, and the parties
hereto may execute this Agreement by signing as separate counterparts. Each
counterpart may be signed and executed by a party/parties and transmitted by
facsimile transmission and shall be valid and effectual as if executed as an
original.

                                       13
<PAGE>

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED this Agreement the day and year
first above written.

SIGNED by Wang Shuang                          ) Ninetowns Digital World Trade
For and on behalf of                           )    Holdings Limited
Ninetowns Digital World Trade Holdings Limited ) /s/ Wang Shuang
in the presence of:                            )

/s/ Sun Xiaomin

                                       14
<PAGE>

SIGNED by Ng Kin Fai                       )
                                           ) Jitter Bug Holdings Limited
for and on behalf of                       ) /s/ Ng Kin Fai
JITTER BUG HOLDINGS LIMITED                )
                                           )
in the presence of :-                      )

/s/ Fork Siu Lun Tommy

                                       15
<PAGE>

SIGNED by                                  )
Quek Cher Teck (Authorised Signatory)      )
                                           )
for and on behalf of                       ) /s/ Quek Cher Teck
UOB VENTURE (SHENZHEN) LIMITED             )
                                           )
in the presence of :-                      )

                                       16
<PAGE>

SIGNED by                                  )
                                           )
for and on behalf of                       )
TITAN I VENTURE CAPITAL CO., LTD.          ) /s/ Philip Chen

in the presence of :-                      )

/s/ Stella Wang

SIGNED by                                  )
                                           )
for and on behalf of                       )
TITAN II VENTURE CAPITAL CO., LTD.         ) /s/ Philip Chen
in the presence of :-                      )

/s/ Stella Wang

SIGNED by                                  )
                                           )
for and on behalf of                       )
CFM INVESTMENTS LIMITED - CFM              ) /s/ Philip Chen
   GREATER CHINA FUND                      )

in the presence of :-                      )

/s/ Stella Wang

                                       17
<PAGE>
                                   SCHEDULE 1

<TABLE>
<CAPTION>
NAME                               ADDRESS                                 NO. OF SHARES PURCHASED
----                               -------                                 -----------------------
<S>                                <C>                                     <C>
UOB Venture (Shenzhen)             608 St. James Court                              78,000
   Limited                         St. Denis Street
                                   Port Louis, Mauritius

Titan I Venture                    10/F., 6 Tun Hwa N. Road                         97,500
    Capital Co., Ltd.              Taipei, Taiwan

Titan II Venture                   10/F., 6 Tun Hwa N. Road                         97,500
    Capital Co., Ltd.              Taipei, Taiwan

CFM Investments Limited -          3/F., 36C Bermuda House                          195,000
  CFM Greater China Fund           Dr. Ray's Drive
                                   George Town
                                   Grand Cayman
                                   Cayman Islands
                                   British,
                                   West Indies
</TABLE>

                                       18
<PAGE>

                                   SCHEDULE 2

                       PARTICULARS OF THE PRC SUBSIDIARIES

BEIJING NEW TAKE E-COMMERCE LIMITED

([Name in Chinese])

1.    Business Licence No. :       [Name in Chinese]

2.    Date of Incorporation :      22 May 2000

3.    Place of Incorporation :     Beijing, The People's Republic of China

4.    Business Scope :             Research and development of network
                                   technology; research, development and sales
                                   of internet application software, e-commerce
                                   software, foreign trade system application
                                   software; provision of technical service for
                                   self-developed products; sales of
                                   self-developed products.

5.    Registered Capital :         US$3,500,000

6.    Registered Office :          [Name in Chinese]

7.    Legal Representative :       Mr. Wang Shuang

8.    Directors :                  1. Mr. Wai Ka Cheung, Gerry
                                   2. Mr. Ko Jin Heng
                                   3. Mr. Ng Kin Fai
                                   4. Mr. Wang Shuang
                                   5. Mr. Ren Xiaoguang
                                   6. Ms. Dong Min

9.    Shareholders and their       US$350,000 (10%) contributed by Beijing
       respective Shareholdings:   Ninetowns Yadi Wall  Paper Co., Ltd.
                                   US$3,150,000 (90%) contributed by New Take
                                   Limited

10.   Financial Year End :         31st December

                                       19
<PAGE>

BEIJING NINETOWNS TIMES E-COMMERCE LIMITED

([Name in Chinese])

1.    Business Licence No. :       [Name in Chinese]

2.    Date of Incorporation :      2 June 2000

3.    Place of Incorporation :     Beijing, The People's Republic of China

4.    Business Scope :             Research and development of network
                                   technology; research, development and sales
                                   of internet application software, e-commerce
                                   software, foreign trade system application
                                   software; provision of technical service for
                                   self-developed products; sales of
                                   self-developed products.

5.    Registered Capital :         US$250,000

6.    Registered Office :          [Name in Chinese]

7.    Legal Representative :       Mr. Wang Shuang

8.    Directors :                  1. Mr. Siu Sze Ho, Kenneth
                                   2. Mr. Wang Shuang
                                   3. Mr. Ren Xiaoguang
                                   4. Ms. Dong Min

9.    Shareholders and their       US$25,000 (10%) contributed by Beijing
       respective Shareholdings:   Ninetowns Yadi Wall  Paper Co., Ltd.
                                   US$225,000 (90%) contributed by Shielder
                                   Limited

10.   Financial Year End :         31st December

                                       20
<PAGE>

BEIJING NINETOWNS DIGITAL TECHNOLOGY CO., LTD.

([Name in Chinese])

1.    Business Licence No. :       1101061304729

2.    Date of Incorporation :      25 July 2000

3.    Place of Incorporation :     Beijing, The People's Republic of China

4.    Business Scope :             Research and development, transfer and
                                   provision of consultancy service for
                                   technology; provision of technological
                                   services; sales of certified and passed
                                   technological products; household
                                   decorations; leasing of electronic equipment;
                                   organization of domestic cultural interflow;
                                   provision of business information consulting
                                   service.

5.    Registered Capital :         RMB2,250,000

6.    Registered Office :          [Name in Chinese]

7.    Legal Representative :       Mr. Wang Shuang

8.    Directors :                  1. Mr. Wang Shuang
                                   2. Mr. Ren Xiaoguang
                                   3. Ms. Dong Min

9.    Shareholders and their       RMB1,800,000 (80%) contributed by Beijing New
       respective Shareholdings:   Take e-Commerce Limited RMB450,000 (20%)
                                   contributed by Beijing Ninetowns Times
                                   e-Commerce Limited

10.   Financial Year End :         31 December

                                       21
<PAGE>

SHANGHAI NEW TAKE DIGITAL TECHNOLOGY CO., LTD.

([Name in Chinese])

1.    Business Licence No. :       3101011022735

2.    Date of Incorporation :      13 September 2001

3.    Place of Incorporation :     Shanghai, The People's Republic of China

4.    Business Scope :             Design and installation of computer network;
                                   research, development and sales of computer
                                   hardware and software and provision of
                                   related service; sales of construction
                                   materials, decoration materials, machinery,
                                   household electrical appliance, textile
                                   products; provision of business information
                                   consulting service.

5.    Registered Capital :         RMB500,000

6.    Registered Office :          [Name in Chinese]

7.    Legal Representative :       Liu Shek Wang ([Name in Chinese])

8.    Directors :                  Mr. Wang Shuang

9.    Shareholders and their       RMB450,000 (90%) contributed by Beijing
        respective Shareholdings:  Ninetowns Digital  Technology Co., Ltd.
                                   RMB50,000 (10%) contributed by Beijing
                                   Ninetowns Import & Export e-Commerce Co.,
                                   Ltd.

10.   Financial Year End :         31 December

                                       22
<PAGE>

BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.

([Name in Chinese])

1.    Business Licence No. :       1101061588135

2.    Date of Incorporation :      1 August 2003

3.    Place of Incorporation :     Beijing, The People's Republic of China

4.    Business Scope :             Research and development of computer
                                   software, network technology; provision of
                                   technological services for computer software
                                   and network; sales of certified and passed
                                   new products; manufacturing of computer
                                   software.

5.    Registered Capital :         RMB20,000,000

6.    Registered Office :          [Name in Chinese]

7.    Legal Representative :       Mr. Wang Shuang

8.    Directors :                  1. Mr. Wang Shuang
                                   2. Ms. Dong Min
                                   3. Mr. Ren Xiaoguang

9.    Shareholders and their       RMB4,000,000 (20%) contributed by Beijing
       respective Shareholdings:   New Take e-Commerce Limited
                                   RMB16,000,000 (80%) contributed by Beijing
                                   Ninetowns Times e-Commerce Limited

10.   Financial Year End :         31 December

                                       23
<PAGE>

                                   SCHEDULE 3

                         FORM OF SHAREHOLDERS' AGREEMENT

                                       24
<PAGE>

                                   SCHEDULE 4

                  WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

1.    GENERAL INFORMATION

      The information provided and matters stated in this Agreement are true,
      accurate, valid and subsisting and not misleading in any respect.

2.    VENDOR AND THE COMPANY

2.1   The Vendor is the holder of Sale Shares and has full and requisite power
      and authority to enter into and perform this Agreement and its obligations
      hereunder and this Agreement will, when executed, constitute legal, valid
      and binding on the Vendor in accordance with its terms.

2.2   The Sale Shares are issued fully paid or credited as fully paid and are
      beneficially owned by the Vendor free from all pre-emption rights, liens,
      charges, equities, encumbrances or interests in favour of any other person
      and the same are freely transferable by the Vendor without the consent,
      approval, permission, licence or concurrence of any third party.

2.3   The copies of the Memorandum and Articles of Association of the Company so
      provided to the Purchasers are true and complete and have embodied in them
      or annexed to them a copy of every such resolution as is required by the
      relevant legislation.

3.    CORPORATE STATUS

      No events or omissions have occurred which the Vendor reasonably knows
      whereby the constitution, subsistence or corporate status of the Company
      have been or likely to be adversely affected not covered by this
      Agreement.

4.    INSOLVENCY

4.1   So far as the Vendor is aware, no order has been made and no resolution
      has been passed for the winding up of the Company or for a provisional
      liquidator

                                       25
<PAGE>

      to be appointed in respect of the Company and no petition has been
      presented and no meeting has been convened for the purpose of winding up
      of the Company.

4.2   So far as the Vendor is aware, no receiver (which expression shall include
      an administrative receiver) has been appointed in respect of the Company
      or all or any of its assets.

4.3   So far as the Vendor is aware, the Company is neither insolvent, nor
      unable to pay its debts or has stopped paying its debts as they fall due.

4.4   So far as the Vendor is aware, no event analogous to any of the foregoing
      has occurred in or outside Hong Kong and no material unsatisfied judgment
      is outstanding against the Company.

4.5   The Vendor has neither done nor omitted to do anything whereby the
      continuance in full force and effect of any overdrafts, loans or finance
      facilities extended to the Company might be affected or prejudiced.

5.    REPETITION OF WARRANTIES

5.1   If Completion does not take place forthwith upon the signing of this
      Agreement, the Warranties contained in this Schedule 4 shall be deemed to
      be repeated immediately before Completion and to relate to the facts and
      circumstances then existing.

5.2   Prior to the Completion Date, if any of the Warranties set out in this
      Schedule are found to be materially untrue, inaccurate or misleading or
      have not been fully carried out in any material respect, or in the event
      of any of the Vendor becoming unable or failing to do anything required
      under this Agreement to be done by them at or before the Completion Date,
      the Purchasers may by notice in writing rescind this Agreement.

                                       26