<PAGE>

                                                                   EXHIBIT 10.30

                        Dated the 8th day of October 2003

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

                                       AND

                          EVER PRAISE HOLDINGSD LIMITED

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

                             SUBSCRIPTION AGREEMENT
                              for 195,000 Shares in
                          NINETOWNS DIGITAL WORLD TRADE
                                HOLDINGS LIMITED

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

                                  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
                         Email : robinli@li-partners.com
                           Our Ref : RL/GS/1710(1)/03

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                    HEADINGS                                     PAGE
------                                    --------                                     ----
<S>       <C>                                                                          <C>
1.        DEFINITIONS AND INTERPRETATION........................................        1
2.        SUBSCRIPTION..........................................................        4
3.        CONSIDERATION ........................................................        4
4.        CONDITIONS PRECEDENT..................................................        4
5.        COMPLETION............................................................        5
6.        REPRESENTATIONS AND WARRANTIES........................................        5
7.        FURTHER ASSURANCE.....................................................        6
8.        RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS.......................        6
9.        SEVERABILITY..........................................................        6
10.       ASSIGNMENT............................................................        6
11.       COSTS.................................................................        6
12.       CONTINUING EFFECT OF AGREEMENT........................................        7
13.       GENERAL...............................................................        7
14.       NOTICES...............................................................        7
15.       PREVALENCE OF AGREEMENT...............................................        9
16.       LEGAL REPRESENTATION..................................................        9
17.       GOVERNING LAW.........................................................        9
18.       COUNTERPARTS..........................................................        9
</TABLE>

SCHEDULE 1    PARTICULARS OF THE PRC SUBSIDIARIES
SCHEDULE 2    FORM OF SHAREHOLDERS' AGREEMENT
SCHEDULE 3    WARRANTIES, REPRESENTATION AND UNDERTAKINGS

<PAGE>

THIS AGREEMENT is made on the 8th day of October 2003

(1)   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"); and

(2)   EVER PRIASE HOLDINGS LIMITED, a company incorporated in the Cayman Islands
      with limited liability, having its registered office at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
      (the "SUBSCRIBER").

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 now 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)   The Company has agreed to issue and allot to the Subscriber and the
      Subscriber has agreed to subscribe for the Subscription Shares upon the
      terms and conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   In this Agreement (including the Recitals), the following expressions
      shall, unless the context otherwise requires, have the following meanings:

      "ACCOUNTS"                    The audited balance sheets and profit and
                                    loss accounts of the Company on a
                                    consolidated basis as at and for the period
                                    ending on the Accounts Date and all notes
                                    annexed thereto;

      "ACCOUNTS DATE"               31 December 2002;

      "AGREEMENT"                   This subscription agreement (including its
                                    Recitals and Schedules), as may be amended
                                    or supplemented from time to time;

      "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;

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

                                     - 1 -
<PAGE>

      "COMPANIES ORDINANCE"         The Companies Ordinance, Chapter 32 of the
                                    Laws of Hong Kong;

      "COMPLETION"                  Completion of the Subscription pursuant to
                                    Clause 5;

      "COMPLETION DATE"             15th October 2003 or such other date as the
                                    parties hereto may agree in writing;

      "GROUP"                       the Company and its subsidiaries and "Group
                                    Company" shall mean either the Company or
                                    any of its subsidiaries;

      "HK$"                         The lawful currency of Hong Kong;

      "HONG KONG"                   the Hong Kong Special Administrative Region
                                    of the PRC;

      "INITIAL GROUP                the group reorganization involving the
      REORGANIZATION"               Company entering into a sale and
                                    purchase agreement dated 27 September 2003
                                    with Jitter Bug Holdings Limited
                                    ("Jitter Bug"), 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 Jitter Bug in
                                    consideration of the Company issuing
                                    5,499,999 consideration shares, credited as
                                    fully paid, to Jitter Bug and crediting
                                    as fully paid at par the 1 Share issued nil
                                    paid by the Company to Jitter Bug on 7 May
                                    2002;

      "INTELLECTUAL PROPERTY        all rights in and relating to trade marks,
      RIGHTS"                       copyright, patents, software and designs,
                                    and any other intellectual property rights
                                    of whatever nature, which are owned or
                                    registered in the name of and developed by
                                    any Group Company;

      "MANAGEMENT                   30 June 2003
      ACCOUNTS DATE"

      "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 e-Commerce Limited
                                    ([Name in Chinese]), Beijing Ninetowns
                                    Digital Technology Co., Ltd. ([Name in
                                    Chinese]),  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
                                    1;

                                     - 2 -
<PAGE>

      "SHAREHOLDERS"                the holders of Shares;

      "SHAREHOLDERS' AGREEMENT"     the shareholders' agreement substantially in
                                    the form set out in Schedule 2 to be entered
                                    into between the Shareholders;

      "SHARES"                      ordinary shares of HK$0.10 each in the
                                    capital of the Company;

      "SUBSCRIPTION"                Subscription of 195,000 new Shares pursuant
                                    to this Agreement;

      "SUBSCRIPTION PRICE"          HK$100 per Subscription Share;

      "SUBSCRIPTION SHARES"         the 195,000 new Shares to be allotted and
                                    issued by the Company to the Subscriber at
                                    the Subscription Price;

      "US$"                         the lawful currency of the United States of
                                    America;

      "WARRANTIES"                  the representations, warranties and
                                    undertakings on the part of the Warrantor
                                    given pursuant to Clause 7 and Schedule 3;

      "WARRANTOR"                   the Company.

1.2   In this Agreement:

      (a)   references to costs, charges, remuneration or expenses shall include
            any value added tax, turnover tax or similar tax charged in respect
            thereof;

      (b)   references to Hong Kong dollars and HK$ shall be construed as
            references to the lawful currency for the time being of Hong Kong;

      (c)   references to any action, remedy or method of judicial proceedings
            for the enforcement of rights of creditors shall include, in respect
            of any jurisdiction other than Hong Kong, references to such action,
            remedy or method of judicial proceedings for the enforcement of
            rights or creditors available or appropriate in such jurisdiction as
            shall most nearly approximate thereto;

      (d)   words denoting the singular number only shall include the plural
            number also and vice versa;

      (e)   words denoting one gender only shall include the other genders and
            the neuter and vice versa;

      (f)   words denoting persons only shall include firms and corporations and
            vice versa;

      (g)   references to any provision of any statute (including the Listing
            Rules) shall be deemed also to refer to any modification or
            re-enactment thereof or any instrument, order or regulation made
            thereunder or under such modification or re-enactment; and

                                     - 3 -
<PAGE>

      (h)   references to any document in the agreed form is to such document
            which has been initialed by the parties for identification.

1.3   Headings shall be ignored in construing this Agreement.

1.4   The Schedules are part of this Agreement and shall have effect
      accordingly.

2.    SUBSCRIPTION

      The Company hereby agrees to allot and issue to the Subscriber and the
      Subscriber, relying on the Warranties, agrees to subscribe or procure its
      nominee to subscribe for the Subscription Shares.

3.    CONSIDERATION

      The aggregate consideration for the subscription for the Subscription
      Shares shall be HK$19,500,000.

4.    CONDITIONS PRECEDENT

4.1   Notwithstanding any other provisions of this Agreement, the obligation of
      the Subscriber to make payment for the Subscription Shares referred to in
      Clause 5.2 shall be conditional upon:

      (a)   the Company having passed the board resolutions:

            (i)   approving all the transactions contemplated under this
                  Agreement;

            (ii)  approving the execution of this Agreement; and

            (iii) approving the issue of the Subscription Shares in accordance
                  with Clause 5.2(b);

      (b)   satisfactory completion of business, financial and legal due
            diligence on the Group by the Subscriber with assistance from the
            Company;

      (c)   the obtaining of all relevant consents and approvals for the
            Subscription and related transactions contemplated under this
            Agreement, including all internal approvals of the Company and any
            third parties' approval (if applicable); and

      (d)   no adverse material changes in the Company.

4.2   The Company shall use its best endeavours to procure the fulfillment of
      the conditions precedent in this Clause and shall furnish such
      information, supply such documents and do such acts and things as may be
      required to enable the Subscriber to carry out the Subscriber's
      investigation described herein, provided, however that notwithstanding the
      conditions precedent set out in this Clause, the Subscriber may at his
      sole and absolute discretion waive the fulfillment of any one or more of
      the same or required that any one or more of the same be fulfilled after
      payment of the Subscription Price or any part thereof as referred to in
      Clause 3.

                                     - 4 -
<PAGE>

5.    COMPLETION

5.1   Subject to fulfillment of the conditions set out in Clause 4.1, Completion
      shall take place at the office of the Company at Units 2502-3, Worldwide
      House, 19 Des Voeux Road Central, Hong Kong at 5:00 p.m. (Hong Kong time)
      on the Completion Date.

5.2   At Completion :

      (a)   The Subscriber shall deliver to the Company or as it may direct a
            cashier order in the sum of HK$19,500,000 drawn in favour of the
            Company or as it may direct, for the aggregate amount payable for
            the Subscription Shares; and

      (b)   the Company shall allot and issue to the Subscriber (or its
            nominees) the Subscription Shares, being 195,000 new Shares, and
            shall register without registration fee the Subscriber (or his
            nominees) as member and deliver or cause to be delivered to the
            Subscriber the following documents :

            (i)   definitive document of title in respect of the Subscription
                  Shares in favour of the Subscribers (or his nominees);

            (ii)  evidence reasonably satisfactory to the Subscriber that the
                  conditions set out in Clause 4.1 have been fulfilled (or
                  waived if capable of being waived).

5.3   The Company or the Subscriber shall not be obliged to complete the
      transactions hereunder unless the other party complies fully with its/his
      obligations under Clause 5.2.

5.4   If the documents required to be delivered to the Subscriber as aforesaid
      are not forthcoming for any reason or if in any other respect the
      foregoing provisions of this Clause are not fully complied with, the
      parties hereto shall be entitled (in addition to and without prejudice to
      all other rights or remedies available to them) to effect Completion so
      far as practicable having regard to the defaults which have occurred or to
      fix a new day for Completion (being not more than 7 Business Days after
      the Completion Date, in which case the foregoing provisions of this Clause
      shall apply to Completion as so deferred).

5.5   The Subscriber 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.

6.    REPRESENTATIONS AND WARRANTIES

6.1.  The Warrantor represents, warrants and undertakes to the Subscriber in the
      terms set out in this Clause 6 and Schedule 3.

6.2.  The Warrantor agrees and acknowledges that the Subscriber is entering into
      this Agreement in reliance on the Warranties.

                                     - 5 -
<PAGE>

6.3.  All Warranties are deemed to be made on the date of this Agreement and are
      repeated every day until Completion and on Completion.

6.4.  None of the Warranties shall be limited or restricted by reference to or
      inference from the terms of any other Warranties or any other term of this
      Agreement.

6.5.  No claim by the Subscriber shall be prejudiced in consequence of any
      information relating to the Group which may have at any time come to the
      knowledge of the Subscriber, or any investigation made by it and it shall
      not be a defence to any claim against the Company that the Subscriber knew
      or ought to have known or had constructive knowledge of any information
      relating to the circumstances giving rise to the claim.

7.    FURTHER ASSURANCE

      The Company undertakes to the Subscriber to execute or procure to be
      executed all such documents and to do or procure to be done all such other
      acts and things as may be reasonable and necessary to give all parties the
      full benefit of this Agreement.

8.    RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS

      Each of the parties hereto undertakes that it/he 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/his 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/himself that is within its/his
      knowledge or in its/his possession as may be reasonably necessary or as
      may be required by any exchange and regulatory body to be included in the
      announcement.

9.    SEVERABILITY

      If, at any time, any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect in any jurisdiction, the legality,
      validity and enforceability in other jurisdictions or of the remaining
      provisions of this Agreement shall not be affected or impaired thereby.

10.   ASSIGNMENT

      Each party may not assign any of its rights or obligations under this
      Agreement without the prior written consent of the other party.

11.   COSTS

      The Company will be responsible for all pre-approved legal costs
      (including the arrangement fee) reasonably and properly incurred and other
      pre-approved expenses

                                     - 6 -
<PAGE>

      in connection with or incidental to the negotiation, finalization and
      execution of this Agreement and the issue of the Subscription Shares.

12.   CONTINUING EFFECT OF AGREEMENT

      Any provision of this Agreement which is capable of being performed after
      Completion but which has not been performed at or before Completion and
      all Warranties and other representations and warranties and other
      undertakings contained in or entered into pursuant to this Agreement shall
      remain in full force and effect notwithstanding Completion.

13.   GENERAL

13.1  This Agreement supersedes all and any previous agreements, arrangements or
      understanding between the parties relating to the matters referred to in
      this Agreement and all such previous agreements, understanding or
      arrangements (if any) shall cease and determine with effect from the date
      hereof and neither party shall have any claim in connection therewith.

13.2  This Agreement constitutes the entire agreement between the parties with
      respect to its subject matter (no party having relied on any
      representation or warranty made by any other party which is not contained
      in this Agreement) and no variation of this Agreement shall be effective
      unless made in writing and signed by all of the parties.

13.3  Time shall be of the essence of this Agreement but no failure by any party
      to exercise, and no delay on its part in exercising any right hereunder
      shall operate as a waiver thereof, nor shall any single or partial
      exercise of any right under this Agreement preclude any other or further
      exercise of it or the exercise of any right or prejudice or affect any
      right against the other. The rights and remedies provided in this
      Agreement are cumulative and not exclusive of any rights or remedies
      provided by law.

13.4  No delay or failure by a party to exercise or enforce (in whole or in
      party) any right provided by this Agreement or by law shall operate as a
      release or waiver, or in any way limit that party's ability to further
      exercise or enforce that, or any other, right. A waiver of any breach of
      any provision of this Agreement shall not be effective, or implied, unless
      that waiver is in writing and is signed by the party against whom that
      waiver is claimed. In the event of a default by either party in the
      performance of their respective obligations under this Agreement, the
      non-defaulting party shall have the right to obtain specific performance
      of the defaulting party's obligations. Such remedy shall be in addition to
      any other remedies provided under this Agreement or at law.

13.5  No amendment to this Agreement will be effective unless it is in writing
      and signed by all the parties. No consent or approval to be given pursuant
      to this Agreement will be effective unless it is in writing and signed by
      the relevant party.

14.   NOTICES

14.1  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

                                     - 7 -
<PAGE>

      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 14.4.

14.2  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 14.2 on
      all other parties to this Agreement with specific reference in such notice
      that such change is for the purposes of this Agreement.

14.3  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:

<TABLE>
<CAPTION>
MEANS OF DESPATCH                                   TIME OF DEEMED RECEIPT
-----------------                                   ----------------------
<S>                                                 <C>
Local mail or courier                                    24 hours
Telex                                                    on despatch
Facsimile                                                on despatch
Air courier/Speed-post                                   3 days
Airmail                                                  7 days
</TABLE>

14.4  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 SUBSCRIBER:

            Address:                Room 701, Euro Trade Centre
                                    21-23 Des Voeux Road Central
                                    Hong Kong

            Facsimile no.:          (852) 2877-0393
            Attention:              Mr. Lee Tat Man

      IF TO THE COMPANY :

      NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

            Address:                Units 2502-3 Worldwide House
                                    19 Des Voeux Road Central
                                    Hong Kong

            Facsimile no.:          (852) 2868-5121

            Attention:              Mr. Wang Shuang / Mr. Tommy Fork

14.5  A communication served in accordance with this Clause 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

                                     - 8 -
<PAGE>

      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.

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

15.   PREVALENCE OF AGREEMENT

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

16.   LEGAL REPRESENTATION

      The Subscriber acknowledges that Li & Partners are the solicitors acting
      for the Company only and that the Subscriber has been advised of its
      rights to seek legal advice in respect of this Agreement and has been
      given full opportunity to take such advice.

17.   GOVERNING LAW

17.1  This Agreement is governed by and shall be construed in accordance with
      the laws of Hong Kong.

17.2  In relation to any legal action or proceedings arising out of or in
      connection with this Agreement, the parties hereto hereby irrevocably
      submit to the non-exclusive jurisdiction of the Courts of Hong Kong.

18.   COUNTERPARTS

      This Agreement may be executed by the parties hereto in any number of
      counterparts and on separate counterparts, each of which when so executed
      shall be deemed an original but all of which shall constitute one and the
      same instrument and is binding on all parties.

                                     - 9 -
<PAGE>

AS WITNESS where of this Agreement has been duly executed on the date first
above written.

SIGNED by Mr. Wang Shuang          )
                                    )   Ninetowns Digital World Trade
for and on behalf of                )     Holdings Limited
NINETOWNS DIGITAL WORLD TRADE       )   /s/ Wang Shuang
  HOLDINGS LIMITED                  )
in the presence of :                )

/s/ Tommy Fork

SIGNED  by Mr. Lee Tat Man          )
For an don behalf of                )   Ever Praise Holdings Limited
EVER PRAISE HOLDINGS LIMITED        )   /s/ Lee Tat Man
in the presence of :                )

/s/ C.K. Chan

                                     - 10 -
<PAGE>


                                   SCHEDULE 1

                       PARTICULARS OF THE PRC SUBSIDIARIES

BEIJING NEW TAKE ELECTRONIC COMMERCE  LIMITED
([Name in Chinese])

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

2.   Date of Incorporation:           22nd 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 softwares,
                                      e-commerce softwares, foreign trade system
                                      application softwares; 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

                                     - 11 -

<PAGE>

BEIJING NINETOWNS TIMES ELECTRONIC COMMERCE LIMITED
([Name in Chinese])

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

2.   Date of Incorporation:           2nd 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 softwares,
                                      e-commerce softwares, foreign trade system
                                      application softwares; 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

                                     - 12 -

<PAGE>

BEIJING NINETOWNS DIGITAL TECHNOLOGY LIMITED
([Name in Chinese])

1.   Business Licence No.:            1101061304729

2.   Date of Incorporation:           25th 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

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

10.  Financial Year End:              31st December

                                     - 13 -

<PAGE>

SHANGHAI NEW TAKE DIGITAL TECHNOLOGY LIMITED
([Name in Chinese])

1.   Business Licence No.:            3101011022735

2.   Date of Incorporation:           13th 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:            [Name in Chinese]

8.   Directors:                       Liu Shek Wang ([Name in Chinese])

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

10.  Financial Year End:              31st December

                                     - 14 -

<PAGE>

BEIJING NINETOWNS PORTS SOFTWARE TECHNOLOGY LIMITED
([Name in Chinese])

1.   Business Licence No.:            1101061588135

2.   Date of Incorporation:           1st August 2003

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

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

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. Ren Xiaoguang

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

10.  Financial Year End:              31st December

                                     - 15 -

<PAGE>

                                   SCHEDULE 2

                         FORM OF SHAREHOLDERS' AGREEMENT

                                     - 16 -

<PAGE>

                                   SCHEDULE 3

                   WARRANTIES, REPRESENTATION AND UNDERTAKINGS

The Warrantor hereby represents, warrants and undertakes to the Subscriber that
all representations and statements of fact set out in this Schedule or otherwise
contained in the Agreement are and will be true and accurate as at the date
hereof and at all times up to and including Completion with reference to the
facts and circumstances subsisting at such time.

1.    GENERAL INFORMATION

1.1   The Warrantor has full power to enter into this Agreement and to exercise
      its rights and perform its obligations hereunder and (where relevant) all
      corporate and other actions required to authorize its execution of this
      Agreement and its performance of its obligations hereunder have been duly
      taken and this Agreement shall, when executed be a legal, valid and
      binding agreement on it, enforceable in accordance with the terms hereof.

1.2   The obligations of the Warrantor under this Agreement shall at all times
      constitute direct, unconditional, unsecured, unsubordinated and general
      obligations of, and shall rank at least pari passu with, all other present
      and future outstanding unsecured obligations, issued, created or assumed
      by the Warrantors.

1.3   The execution, delivery and performance of this Agreement by the Warrantor
      does not and shall not violate in any respect any provision of:

      (a)   any law or regulation or any order or decree of any governmental
            authority, agency or court of Hong Kong;

      (b)   (where relevant) the laws and documents incorporating and
            constituting any Warrantor; or

      (c)   any agreement or other undertaking to which any Warrantor or any
            Group Company is a party or which is binding upon it or any of its
            assets, and does not and shall not result in the creation or
            imposition of any encumbrance on any of its assets pursuant to the
            provisions of any such agreement or other undertaking.

1.4   The information and particulars in respect of the Company and the
      subsidiaries set out in this Agreement are true and accurate and all
      shares held by any Group Company in any other Group Company are legally
      and beneficially held fully paid up free from any liens, charges,
      encumbrances and other third party right.

1.5   All issued shares in the capital of the Company have been duly issued and
      allotted credited as fully paid up.

1.6   All written information given by or on behalf of the Warrantor to the
      Subscribers or any of their representatives was when given and is now
      true, complete and accurate in all respects and not misleading in any
      respect.

                                     - 17 -

<PAGE>

1.7   All information which may have a material adverse effect on the Group has
      been fully disclosed to the Subscriber in writing prior to the date of
      this Agreement.

1.8   The minute books of directors' meetings and of shareholders' meetings
      respectively contain full and accurate records of all resolutions passed
      by the directors and the shareholders respectively of each Group Company.

2.    REGULATORY COMPLIANCE

2.1   Each Group Company has been validly incorporated or established pursuant
      to the laws of its country of incorporation or establishment, all legal
      and procedural requirements and all other formalities concerning the said
      incorporation or establishment have been duly and properly complied with,
      and each Group Company is in good standing.

2.2   All corporate or other documents required to be filed or registered in
      respect of each Group Company with the authorities in the relevant place
      of incorporation of such Group Company have been duly filed.

2.3   The statutory books and minute books of each Group Company have been
      properly written up and no Group Company has received any application or
      request for rectification of its register of shareholders and compliance
      has been made with all other applicable regulatory requirements concerning
      each Group Company and all issues of shares, debentures or other
      securities of each Group Company.

2.4   Each Group Company has complied with all legislation and obtained all
      necessary licences, consents and other permissions and approvals relevant
      to the business of the Group Company whether in the country, territory or
      state in which it is incorporated or operated and each Group Company has
      complied with all applicable regulatory requirements in relation to any
      transactions to which it has been a party prior to Completion.

2.5   All licences, consents and other permissions and approvals required for or
      in connection with the carrying on of the business now being carried on by
      each Group Company are in full force and effect and have been duly
      complied with and there is no circumstance which might invalidate any
      licence, consent, permission or approval or render it liable to forfeiture
      or modification or affect its renewal.

3.    ACCOUNTS

3.1   Each of the Accounts:

      (a)   were prepared in accordance with applicable laws (including without
            limitation the Companies Ordinance) and with generally accepted
            accounting principles, standards and practices in Hong Kong
            (including all applicable Statements of Standard Accounting
            Practice) at the time they were prepared and on a consistent basis
            with the financial statements of the Group for the immediately
            preceding financial year;

      (b)   are true and accurate;

      (c)   correctly make or include full provision for any bad and doubtful
            debts and all established liabilities, make proper and adequate
            provision for (or contain a note in

                                     - 18 -

<PAGE>

            accordance with good accounting practice respecting) all deferred,
            disputed or contingent liabilities (whether liquidated or
            unliquidated) and all capital commitments of the Group as at the
            relevant date to which they were prepared (the "Relevant Date") and
            the reserves and provisions (if any) made therein for all Taxation
            relating to any period on or before the Relevant Date are proper and
            adequate;

      (d)   give a true and fair view of the state of affairs and financial and
            trading positions of the Group at the Relevant Date and of the
            Group's results for the financial period ended on that date;

      (e)   correctly include all the assets of the Group as at the Relevant
            Date and the rate of depreciation adopted therein is sufficient for
            each of the fixed assets of the Group to be written down to nil by
            the end of their estimated lives;

      (f)   the method of valuing development costs and work in progress adopted
            in the Accounts and the basis of depreciation adopted in respect of
            fixed assets are the same in each of the Accounts;

      (g)   are not adversely affected by any unusual, exceptional,
            extraordinary or non-recurring items which are not disclosed in the
            Accounts; and

      (h)   contain full provision for the diminution in value of the Group's
            properties and assets.

3.2   The accounting and other books and records of each Group Company are in
      its possession, have been properly written up and accurately present and
      reflect in accordance with generally accepted accounting principles and
      standards of Hong Kong all the transactions entered into by each such
      Group Company or to which each such Group Company has been a party and
      there are at the date hereof no material inaccuracies or discrepancies of
      any kind contained or reflected in any of the said books and records, and
      that at the date hereof they give and reflect a true and fair view of the
      financial, trading and contractual position of each such Group Company and
      of its fixed and current assets and its actual or contingent liabilities
      and its debtors and creditors.

3.3   The Company has no present intention to discontinue or write down
      investments in any other business other than those disclosed in the
      Accounts nor is any such write down, in the reasonable opinion of the
      Directors, required.

3.4   The accounting books and records of each Group Company have been properly
      written up and present a true and fair view of all the transactions to
      which that Group Company has been a party and there are at the date hereof
      no material inaccuracies or discrepancies of any kind contained or
      reflected in the said books and records.

3.5   No Group Company owes any money to, or is owned any money by, Jitter Bug.

3.6   Having regard to the existing facilities available to it, each Group
      Company has sufficient working capital with which to carry on its
      business, in its present form and at its present level of turnover, for
      the period of twelve months following Completion and for the purposes of
      performing all orders and obligations placed with or undertaken by it
      before Completion.

                                     - 19 -

<PAGE>

4.    ASSETS

4.1   All assets of the Group used or owned by or in the possession of any Group
      Company (including, without limitation all assets referred to in the
      Accounts):

      (a)   are legally and beneficially owned free from any mortgage, charge,
            lien other encumbrance by the relevant Group Company;

      (b)   are in the possession or under the control of the relevant Group
            Company which has good and marketable title thereto; and

      (c)   are not subject to any hire purchase, leasing arrangements or other
            arrangements of a similar nature.

4.2   All assets owned or used by the Group are in good repair and capable of
      being used for the purposes for which they were designed, acquired or used
      by the Group and have throughout their period of ownership by the Group
      been maintained and serviced.

4.3   All title deeds and all other documents necessary to prove title or
      contractual rights relating to the assets or contractual rights of the
      Group are in the possession of the Group.

5.    TAXATION

5.1   Each Group Company has complied with all other relevant legal requirements
      relating to registration or notification for taxation purposes.

5.2   Each Group Company has:

      (a)   paid or accounted for all taxation (if any) due to be paid or
            accounted for by it before the date of this Agreement; and

      (b)   taken all reasonable steps to obtain any repayment of or relief from
            taxation available to it.

5.3   The returns which ought to have been made by or in respect of each Group
      Company for any taxation purposes have been made and all such returns have
      been prepared on a correct and proper basis.

5.4   The provisions (if any) included in the Accounts are sufficient to cover
      all taxation in respect of all periods ending on or before the Relevant
      Date for which any Group Company was then or might at any time thereafter
      become or have become liable.

6.    LITIGATION

      No Group Company is a party to any material litigation, arbitration,
      prosecutions, disputes, investigations or to any other material legal or
      contractual proceedings (together "Proceedings") and there are no facts or
      circumstances subsisting which might give rise to such Proceedings and
      there are no unfulfilled or unsatisfied judgments or court orders against
      any Group Company.

                                     - 20 -

<PAGE>

7.    TRANSACTIONS AFTER MANAGEMENT ACCOUNTS DATE

      Since the Management Accounts Date, each Group Company has carried on its
      business in the ordinary course so as to maintain the same as a going
      concern and has not:

      (a)   issued or repaid or agreed to issue or repay any share or loan
            capital, except as provided under this Agreement;

      (b)   declared, made or paid any dividends or made any other distribution
            out of profits, reserves or capital and no loans or loan capital has
            been repaid in whole or in part;

      (c)   engaged in, or entered into, any business activities or transactions
            which are either outside its ordinary course of day-to-day trading
            operations or which have not been entered into for full value, on
            normal commercial terms and on an arms length basis;

      (d)   undertaken or authorized any capital commitments with an aggregate
            value an excess of HK$1,000,000 otherwise than in the ordinary
            course of business;

      (e)   committed any breach which would entitle any third party (with or
            without the giving of notice) to call for the repayment of
            indebtedness prior to its normal maturity date;

      (f)   increased, or agreed to increase, the remuneration (including
            bonuses) payable to any director or employee except for their normal
            salary increment; or

      (g)   realized any book debts for less than their face amount, and no
            indication has been received that any debt now owing to any of the
            members of the Group is bad or doubtful;

      (h)   defaulted in any of its contractual obligations which in aggregate
            may result in claims of more than HK$1,000,000; or

      (i)   suffered any material adverse change in its turnover or financial
            positions.

8.    CONTRACTS AND COMMITMENTS

8.1   No Group Company is a party to:

      (a)   any agreement (whether by way of guarantee indemnity warranty
            representation or otherwise) under which the Group Company is under
            any actual or contingent liability in respect of (i) any disposal by
            any Group Company of its assets or business or any part thereof
            (except such as are usual in the ordinary and proper course of its
            normal day to day trading as carried on at the date hereof) or (ii)
            the obligations of any other person other than another Group
            Company;

      (b)   any contracts which were not entered into in the ordinary course of
            business and which are of material value to, or impose material
            obligations on the relevant Group Company;

      (c)   any agreement entered into otherwise than by way of bargain at arm's
            length;

                                     - 21 -

<PAGE>

      (d)   any contract with any director of the Company or any shareholder of
            the Company;

      (e)   any management, joint venture, partnership or similar agreements;

      (f)   any contract or commitment involving, or likely to involve,
            obligations or expenditure of an unusual or exceptional nature or
            magnitude;

      (g)   contractual arrangements which may be legally terminated as a result
            of the execution or completion of this Agreement; or

      (h)   powers of attorney or other authorities (express or implied) which
            are still outstanding or effective to or in favour of any person,
            other than an existing director or employee of a Group Company, to
            enter into any contract or commitment or to do anything on its
            behalf.

8.2   In relation to all material outstanding agreements to which any Group
      Company is a party (the "Business Agreement"):

      (a)   each Business Agreement is valid, binding and legally enforeceable
            against the parties thereto in accordance with its terms;

      (b)   no party to any Business Agreement is in breach of any of the terms
            thereof;

      (c)   all approvals, consents and/or confirmations from the appropriate
            national, provincial, municipal or local governmental or regulatory
            authorities, bodies or bureau and/or any third parties which are
            required for or in connection the Business Agreements have been
            properly, unconditionally and irrevocably obtained, and no further
            action on the part of either of the parties to the Business
            Agreements nor any further approval, authorization or consent from
            any governmental or regulatory authority or from any third party is
            required for the transaction contemplated under the Business
            Agreements to be properly and validly implemented; and

      (d)   the Warrantors are not aware of the invalidity, or of any grounds
            for determination, recession, avoidance or repudiation, of any
            Business Agreement.

9.    EMPLOYEES

9.1   All contracts of service to which each Group Company is a party can be
      terminated by it without payment of compensation (save as provided by
      legislation) by not more than 90 days' notice.

9.2   No Group Company is a party to:

      (a)   any agreement, arrangement or scheme (whether or not legally
            enforceable) for profit sharing or for the payment to employees of
            bonuses or incentive payments or the like, other than agreements
            providing for the payment of a bonus or incentive payment at the
            discretion of the Company;

      (b)   any loan to, or guarantee in respect of the obligations of, any past
            or present employee, officer or director of the Group Company;

                                     - 22 -

<PAGE>

      (c)   any collective bargaining or procedural or other agreement with any
            trades union or similar association; or

      (d)   any obligations (save as required under any applicable legislation)
            or ex-gratia arrangements to pay pensions, gratuities, retirement
            annuities, benefits, periodical sums or any compensation (for any
            reason whatsoever including unfair or wrongful dismissal) to any
            past or present employee or any other person.

9.3   The Company is not under any material obligation (whether actual or
      contingent) to any former employee whether for breach of any contract of
      service, for compensation for wrongful dismissal or for unfair dismissal
      or for payment of any salaries, wages, pensions, gratuities, bonuses or
      otherwise howsoever or whatsoever and not tax, levy, contribution or
      payment in respect of any former employee whether to any governmental
      authority, pension funds, scheme or trust or otherwise howsoever or
      whatsoever shall be outstanding or disputed.

9.4   No director or employee of any Group Company is in material breach of any
      contract he or she has with any Group Company and no director of any Group
      Company is involved or has invested in any business which competes with
      any Group Company.

10.   INSOLVENCY

10.1  No order has been made or petition presented or resolution passed for the
      winding up of the any Group Company, nor has any distress, execution or
      other process been levied against any Group Company or action taken to
      repossess goods in the possession of any Group Company.

10.2  No steps have been taken for the appointment of an administrator or
      receiver of any part of any Group Company's property.

10.3  No floating charge created by Group Company has crystallised and there are
      no circumstances likely to cause such a floating charge to crystallise.

10.4  No Group Company is a party to any transaction which could be avoided in a
      winding up.

10.5  No Group Company has made or proposed any arrangement or composition with
      its creditors or any class of its creditors.

11.   INSURANCE

      All premiums due in respect of all policies of insurance taken out by the
      Group have been paid in full and all the other material conditions of the
      said policies have been performed and observed in full. Nothing has been
      done or omitted to be done whereby any of the said policies has or may
      become void or voidable.

12.   PROPERTIES

      With respect to each of the properties occupied or leased by the Group in
      Hong Kong and the PRC:

                                     - 23 -

<PAGE>

      (a)   the relevant Group Company has the legal right to occupy the
            property upon the terms set out in the relevant tenancy or lease
            agreement (each, a "Tenancy Agreement") and the property is being
            used for lawful purposes, which are permitted by the relevant
            Tenancy Agreement;

      (b)   all the rent and other payments payable by the Group have been paid
            up to date, and the user of the property occupied by the Group is in
            accordance with that provided for in the relevant Tenancy Agreement,
            and the terms of the relevant Tenancy Agreement have been duly
            complied with and the tenancy/lease is not subject to avoidance or
            revocation or early termination due to default of the Group.

13.   INTELLECTUAL PROPERTY

13.1  The Group Company is the sole and exclusive proprietor of the Intellectual
      Property Rights and has not previously transferred, assigned or granted
      exclusive licences in respect of any Intellectual Property Rights
      whatsoever anywhere in the world or otherwise encumbered any of them.

13.2  In respect of all agreements and licences (the "IP Licences") for the use
      by any Group Company of intellectual property rights not owned by the
      relevant Group Company:

      (a)   the IP Licences are valid and subsisting;

      (b)   the relevant Group Company is not in breach of any of the provisions
            of the IP Licences; and

      (c)   all of the IP Licenses contain statements to the effect that the
            licensor or grantor of the rights to the Group Company under the IP
            Licences has the power to licence or grant such rights.

13.3  The use by the Group of the intellectual property rights referred to in
      Clauses 13.1 and 13.2 above and the operation of each Group Company's
      business generally does not infringe the intellectual property rights of
      any third party.

14.   MISCELLANEOUS

      No Group Company has:

      (a)   committed any breach of any statutory provision, order, bye-law or
            regulation binding upon it or any provision of its memorandum of
            association or articles of association or of any trust deed,
            agreement or licence to which it is a party or of any covenant,
            mortgage, charge or debenture given by it;

      (b)   omitted to do anything required or permitted to be done by it
            necessary for the protection of its respective title to or for the
            enforcement or the preservation of any order or priority of any
            properties or rights owned by it.

                                     - 24 -