<PAGE>

                                                                   EXHIBIT 10.31

CONFIDENTIAL TREATMENT REQUESTED BY NINETOWNS DIGITAL WORLD TRADE HOLDINGS
LIMITED. THIS EXHIBIT HAS BEEN REDACTED. REDACTED MATERIAL IS MARKED WITH "*"
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

                              Dated 9 October 2003

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

                           JITTER BUG HOLDINGS LIMITED

   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
                        AIG ASIAN OPPORTUNITY FUND, L.P.

           AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED

                                   WANG SHUANG

                                    DONG MIN

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

                          SHARE SUBSCRIPTION AGREEMENT
                                   CONCERNING
                                624,004 SHARES IN
                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

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

                                DIBB LUPTON ALSOP
                                    Hong Kong

                                 MML.TWL.477-005

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                          PAGE
------                                                                          ----
<S>                                                                             <C>
1.  INTERPRETATION.......................................................         1
2.  SUBSCRIPTION.........................................................         7
3.  CONDITIONS PRECEDENT.................................................         8
4.  COMPLETION...........................................................        11
5.  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.........................        11
6.  PRE-COMPLETION ACTS AND UNDERTAKINGS.................................        13
7.  USE OF PROCEEDS......................................................        14
8.  PUT OPTION...........................................................        14
9.  FURTHER THIRD PARTY INVESTMENTS......................................        16
10. SEVERABILITY.........................................................        16
11. ENTIRE AGREEMENT.....................................................        16
12. TIME OF ESSENCE AND REMEDIES AND WAIVERS.............................        17
13. CONFIDENTIALITY......................................................        17
14. ASSIGNMENT AND COUNTERPARTS..........................................        18
15. NOTICES AND OTHER COMMUNICATION......................................        18
16. FURTHER ASSURANCE....................................................        18
17. COSTS AND EXPENSES...................................................        18
18. RIGHTS AND LIABILITIES...............................................        19
19. SURVIVAL.............................................................        19
20. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCEEDINGS...............        19

SCHEDULE 1  PARTICULARS OF THE COMPANY                                         S1-1

SCHEDULE 2  PARTICULARS OF THE COMPANY'S SUBSIDIARIES                          S2-1

SCHEDULE 3  NAMES OF, THE NUMBER OF SUBSCRIPTION SHARES TO BE SUBSCRIBED
            AND THE TOTAL SUBSCRIPTION PRICE PAYABLE BY EACH INVESTOR          S3-1

SCHEDULE 4  PUT OPTION                                                         S4-1

SCHEDULE 5  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS                       S5-1
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
SCHEDULE 6  COMPLETION ARRANGEMENTS                                            S6-1

SCHEDULE 7  FORM OF THE SHAREHOLDERS' AGREEMENT                                S7-1

SCHEDULE 8  ADDRESS AND FAX NUMBERS FOR NOTIFICATION AND NAMES, ADDRESS
            AND FAX NUMBERS OF AGENTS FOR SERVICE OF PROCEEDINGS               S8-1

SCHEDULE 9  FORM OF TAX INDEMNITY                                              S9-1

SCHEDULE 10 USE OF PROCEEDS OF SUBSCRIPTION                                   S10-1

SCHEDULE 11 FORM OF SHARE CHARGE                                              S11-1
</TABLE>

<PAGE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED

THIS AGREEMENT is made on 9 October 2003

BETWEEN

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

(2)   JITTER BUG HOLDINGS LIMITED, a company established under the laws of the
      British Virgin Islands and having its registered office at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
      ("EXISTING SHAREHOLDER");

(3)   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
      AIG ASIAN OPPORTUNITY FUND, L.P., an exempted limited partnership formed
      under the laws of the Cayman Islands and having its registered office c/o
      Maples & Calder, PO Box 309, Ugland House, South Church Street, George
      Town, Grand Cayman, Cayman Islands ("AOF");

(4)   AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED, a company
      established under the laws of Bermuda and having its registered office at
      American International Building, 29 Richmond Road, Pembroke, Bermuda HM
      08, Bermuda ("AIAB");

(5)   WANG SHUANG ([Name in Chinese]), of ************************************
      ("MR. WANG"); and

(6)   DONG MIN ([Name in Chinese]), of ***************************************
      ("MS. DONG").

WHEREAS

(A)   The Company has an authorised capital amount of HK$200,000,000 divided
      into 2,000,000,000 shares of par value HK$0.10 each, of which 5,500,000
      shares have been issued fully paid to, and are held by, the Existing
      Shareholder. Particulars of the Company are set out in schedule 1 and
      particulars the other Group Companies are set out in schedule 2.

(B)   The Existing Shareholder and Mr. Wang and Ms. Dong have requested the
      Investors to invest in the Company, and the existing Shareholder has
      agreed to cause the Company, and the Company has agreed, to issue and
      allot an aggregate of 624,004 Shares to the Investors subject to and upon
      the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

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

      "ACCOUNTS"                    means (1) the balance sheets and profit and
                                    loss accounts of the Group on a consolidated
                                    basis as at and for the two years ended 31
                                    December 2002 and all notes annexed thereto,
                                    all of which have been

                                       1

<PAGE>

                                    audited by the auditors to the Company,
                                    Deloitte Touche Tohmatsu ("DTT"), without
                                    qualified opinions; and (2) the unaudited
                                    management accounts for the 8 months ended
                                    on 31 August 2003 of the Group and each of
                                    the PRC Subsidiaries;

      "ASSOCIATES"                  means, as to any body corporate, any of its
                                    shareholders, directors and officers, any
                                    other body corporate, unincorporated entity
                                    or person holding more than 20% of the
                                    interests therein or any other body
                                    corporate, unincorporated entity or person
                                    in which it holds more than 20% of the
                                    interests therein or, as to an individual,
                                    any of his parents, brothers, sisters,
                                    issues and spouse ("RELATIVES") and any
                                    company or trust which may be, directly or
                                    indirectly, Controlled by such individual
                                    (including any company or trust Controlled
                                    by any of his relatives);

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

      "BVI"                         means the British Virgin Islands;

      "COMPLETION"                  means completion of the subscription by the
                                    respective Investors, and allotment and
                                    issuance, of the First Subscription Shares
                                    in accordance with clause 4;

      "COMPLETION DATE"             means the date on which Completion takes
                                    place, which shall be (i) the third Business
                                    Day following fulfilment and/or waiver of
                                    all the Conditions, which, unless postponed
                                    by the Investors in writing prior thereto,
                                    is currently intended to be 15 October 2003,
                                    or (ii) such other Business Day as the
                                    parties may agree in writing;

      "CONDITIONS"                  means the conditions set forth in clause 3
                                    or any of them;

      "CONSTITUTION"                means the Memorandum and Articles of
                                    Association of the Company, as amended from
                                    time to time;

      "CONTROL", "CONTROLLED" or    means, in relation to a body corporate, the
      "CONTROLLING"                 power or of a person directly or indirectly
                                    to secure that the affairs of such body
                                    corporate are conducted in accordance with
                                    the wishes of that person:

                                    (i)   by means of the holding of shares or
                                          the possession of voting power (either
                                          at shareholder level or director
                                          level) in or in relation to that or
                                          any other body corporate; or

                                       2

<PAGE>

                                    (ii)  by virtue of any powers conferred by
                                          the memorandum and articles of
                                          association or by-laws or other
                                          similar documents regulating that or
                                          any other body corporate;

      "ESCROW AGENT"                means Dibb Lupton Alsop, Hong Kong,
                                    who shall hold US$3,000,000 paid by the
                                    Investors in escrow on the terms set out in
                                    schedule 3;

      "FIRST SUBSCRIPTION PRICE"    is HK$39,000,000, being the subscription
                                    price for the First Subscription Shares paid
                                    by the Investors to the Company and payable
                                    in US$ denomination (equivalent to
                                    US$5,000,000) in accordance with schedule 3;

      "FIRST SUBSCRIPTION SHARES"   means the 624,000 new Shares to be allotted
                                    and issued fully paid by the Company to the
                                    Investors at the First Subscription Price,
                                    representing 11.35% of the existing issued
                                    share capital of the Company and 9.69% of
                                    the issued share capital of the Company as
                                    enlarged by the issue of the Subscription
                                    Shares and the issue of Shares to other
                                    investors referred to in clause 6.1.3 (such
                                    Shares together with the Subscription Shares
                                    not exceeding 936,004);

      "GROUP"                       means the Company and its subsidiaries;

      "GROUP REORGANISATION"        means the group reorganization involving the
                                    Company acquiring from Mr. Wang and/or Ms.
                                    Dong or any investment vehicle that is
                                    wholly owned, directly or indirectly, by Mr.
                                    Wang and/or Ms. Dong, 10% equity interests
                                    in Beijing New Take e-Commerce Limited and
                                    Beijing Ninetowns Times e-Commerce Limited
                                    currently, directly or indirectly, owned by
                                    Mr. Wang and/or Ms. Dong, in consideration
                                    of which Mr. Wang and/or Ms. Dong or any
                                    investment vehicle wholly owned, directly or
                                    indirectly, by Mr. Wang and/or Ms. Dong,
                                    will acquire interest in the Company through
                                    the issuance by the Company of Shares or
                                    securities, equity interest and/or warrants,
                                    options or loan stock convertible into
                                    Shares without further payment credited as
                                    fully paid, and based on a valuation of the
                                    Shares at least equal to the entry level
                                    valuation (that is, at a pre-money valuation
                                    of US$70,500,000 and a post-money valuation
                                    of US$82,500,000) in respect of the
                                    subscription of Shares by AOF and AIAB
                                    ("REORGANISATION ISSUE");

      "GROUP COMPANY"               means each or any of the Company and its
                                    subsidiaries;

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

                                       3

<PAGE>

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

      "INFORMATION TECHNOLOGY"      means computer hardware, software, networks
                                    and/or other information technology and any
                                    aspect or asset of a business which relies
                                    on computer hardware, software, networks
                                    and/or other information technology
                                    (including, without limitation, development,
                                    security, disaster recovery, EDI, source
                                    code escrow, computer bureau services,
                                    maintenance and support, facilities
                                    management, website, domain name and
                                    outsourcing agreements) whether embedded or
                                    otherwise;

      "INTELLECTUAL PROPERTY"       means trade marks, service marks, trade or
                                    business names or signs, logos, get-up,
                                    patents, inventions, registered and
                                    unregistered design rights, copyrights
                                    (including rights in computer software),
                                    semi-conductor topography rights, database
                                    rights and all similar proprietary rights
                                    which may subsist in any part of the world
                                    (including know-how) including, where such
                                    rights are obtained or enhanced by
                                    registration, any registration of such
                                    rights and applications and rights to apply
                                    for such registrations;

      "INVESTOR"                    means each or either of AOF and AIAB or its
                                    respective assigns;

      "IPO"                         means an initial public offering of Shares
                                    or, as the case may be, the shares of the
                                    relevant entity resulting from any merger,
                                    reorganisation or other arrangements made by
                                    the Company for the purposes of a public
                                    offering;

      "OPTION SHARES"               means any or all the Shares held by the
                                    Investors at the time of the exercise of the
                                    Put Option;

      "PRC"                         means the People's Republic of China;

      "PRC SUBSIDIARIES"            means the subsidiaries of the Company in the
                                    PRC as at the date hereof, namely ([Name in
                                    Chinese]) ("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."), and ([Name in Chinese]) ("BEIJING
                                    NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO.,
                                    LTD."), particulars of which are set out in
                                    schedule 2;

                                       4

<PAGE>

      "PUT OPTION"                  means the irrevocable option granted by the
                                    Company entitling the Investors to sell all
                                    the Option Shares to the Company;

      "PUT OPTION PERIOD"           means the period of six months from 1
                                    January 2005 to 30 June 2005, both days
                                    inclusive;

      "PUT OPTION PRICE"            means the total amount payable to the
                                    Investors on exercise of the Put Option for
                                    the sale of the Option Shares by the
                                    Investors as calculated in accordance with
                                    schedule 4;

      "QUALIFIED IPO"               means an underwritten IPO on the main board
                                    of the Hong Kong Stock Exchange covering the
                                    offer and sale of Shares under aforesaid IPO
                                    to the public at a price per share that will
                                    generate:

                                    (i)   an absolute return of at least 35% if
                                          the Qualified IPO occurs within one
                                          calendar year of the Completion Date;
                                          or

                                    (ii)  an internal rate of return of at least
                                          35% per annum from the Completion
                                          Date,

                                    in US$ terms (net of withholding tax but
                                    including dividend received) on the
                                    Subscription Price per Share paid by the
                                    Investors (as adjusted for any share splits,
                                    dividends, combinations, recapitalisations
                                    and the like), or a similar IPO on a
                                    recognised stock exchange not within Hong
                                    Kong and acceptable to the Investors
                                    provided that such offering in terms of
                                    price, offering proceeds and regulatory
                                    approvals is reasonably equivalent to the
                                    aforesaid IPO in Hong Kong;

      "RMB"                         means Renminbi, the lawful currency of the
                                    PRC;

      "SECOND SUBSCRIPTION PRICE"   means the subscription price for the Second
                                    Subscription Shares paid by the Investors to
                                    the Company in accordance with schedule 3,
                                    being a price adjustment mechanism in
                                    respect of the Investors' total investment
                                    in the Company;

      "SECOND SUBSCRIPTION SHARES"  means the four new Shares to be allotted and
                                    issued fully paid by the Company to the
                                    Investors at the Second Subscription Price
                                    in accordance with schedule 3, being a price
                                    adjustment mechanism in respect of the
                                    Investors' total investment in the Company;

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

      "SHARE CHARGE"                means the share charge substantially in the
                                    form set out in schedule 11 to be executed
                                    in favour of the Investors;

                                       5

<PAGE>

      "SHAREHOLDERS' AGREEMENT"     means the shareholders' agreement
                                    substantially in the form set out in
                                    schedule 7 to be entered into between, inter
                                    alia, the parties;

      "SUBSCRIPTION PRICE"          means all of the First Subscription Price
                                    and the Second Subscription Price, and
                                    "SUBSCRIPTION PRICE PER SHARE" means the
                                    amount equivalent to (First Subscription
                                    Price + Second Subscription Price) /
                                    624,004;

      "SUBSCRIPTION SHARES"         means all or any of the First Subscription
                                    Shares and the Second Subscription Shares;

      "TAX INDEMNITY"               means the deed of tax indemnity
                                    substantially in the form set out in
                                    schedule 9 to be given by the Existing
                                    Shareholder in favour of the Investors;

      "TAXATION"                    means all forms of taxation in any part of
                                    the world including, without limitation, all
                                    forms of income tax, profits tax, interest
                                    tax, stamp duty, estate duty, value added
                                    tax, value appreciation tax, withholding
                                    tax, property tax, capital gains tax and all
                                    levies, duties, charges, fees, social
                                    security contributions, deductions and
                                    withholdings whatsoever charged or imposed
                                    by any statutory, governmental, state,
                                    federal, provincial, local or municipal
                                    authority whatsoever and wheresoever, and
                                    any interest, penalty, surcharge or fine in
                                    connection therewith or arising therefrom;

      "US$"                         means United States dollars, the lawful
                                    currency of the United States of America;
                                    and

      "WARRANTIES"                  means the representations, warranties and
                                    undertakings given by the Company and the
                                    Existing Shareholder as set out in clause 5
                                    and schedule 5.

1.2   In this Agreement:

      1.2.1 references to recitals, clauses and schedules are references to the
            recitals to and clauses of, and the schedules to, this Agreement;

      1.2.2 references to any statutory provision or any rule or regulation
            (whether or not having the force of law) shall be construed as
            references to the same as amended, varied, modified, consolidated or
            re-enacted from time to time and to any subordinate legislation made
            under such statutory provision;

      1.2.3 references to parties are to parties of this Agreement;

      1.2.4 words importing the singular include the plural and vice versa,
            words importing one gender include every gender;

      1.2.5 references to a "COMPANY" shall be construed so as to include any
            company, corporation or other body corporate, wherever and however
            incorporated or established;

                                       6

<PAGE>

      1.2.6  the terms "SUBSIDIARY" and "HOLDING COMPANY" shall bear the same
             meanings as are ascribed to them by section 2, Companies Ordinance,
             Cap.32 of the Laws of Hong Kong at the date hereof;

      1.2.7  references to a "PERSON" or "IT" shall be construed so as to
             include any individual, firm, company, government, state or agency
             of a state or any joint venture, association or partnership
             (whether or not having separate legal personality);

      1.2.8  references to writing shall include any mode of reproducing words
             in a legible and non-transitory form;

      1.2.9  references to times of the day are to Hong Kong time;

      1.2.10 headings to clauses and schedules are for convenience of reference
             only and shall not affect the interpretation of this Agreement;

      1.2.11 the schedules shall form part of this Agreement and shall have the
             same force and effect as if expressly set out in the body of this
             Agreement, and any reference to this Agreement shall include the
             schedules; and

      1.2.12 references to payments of money stated in RMB and to be paid in US$
             shall be converted at the rate of RMB8.3:US$1, and references to
             payments of money stated in HK$ and to be paid in US$ shall be
             converted at the rate of HK$7.8:US$1.

2.    SUBSCRIPTION

2.1   On and subject to the terms and conditions of this Agreement, each
      Investor shall;

      2.1.1 at Completion, subscribe in cash for such number of the First
            Subscription Shares as is set opposite its name in column (B) of
            part I of schedule 3 at the First Subscription Price payable in
            accordance with schedule 3; and

      2.1.2 within 15 Business Days after publication and release of the
            Company's consolidated audited earnings before tax and minority
            interests and extraordinary items for the 2003 financial year,
            subscribe for such number of the Second Subscription Shares as is
            set opposite its name in column (B) of part II of schedule 3 at the
            Second Subscription Price payable in accordance with schedule 3,

      and the Company shall issue and allot such Subscription Shares credited as
      fully paid to such Investor, provided always that no subscription or
      allotment of the Second Subscription Shares shall occur if the Put Option
      is exercised by the Investors prior to the issuing of a joint notification
      in accordance with paragraph 2.3 of part II of schedule 3 and (save
      paragraph 4 of part II of schedule 3) all rights and obligations hereunder
      in respect of the Second Subscription Shares shall cease to have legal
      effect.

2.2.  The parties acknowledge that part II of schedule 3 contains the price
      adjustment mechanism in respect of the Investors' total investment in the
      Company and, regardless of the value of the First Subscription Shares and
      the value of the Second Subscription Shares as reflected respectively by
      the First Subscription Price and the Second Subscription Price, the
      Investors are investing in the Company under this Agreement at a pre-money
      valuation of US$70,500,000 and a post-money valuation of US$82,500,000.

                                       7

<PAGE>

3.    CONDITIONS PRECEDENT

3.1   The obligation of the Investors under this Agreement shall be conditional
      upon the fulfilment of all of the following Conditions:

      3.1.1 on or prior to the execution of this Agreement:

            (a)   the Company shall have procured the convening of extraordinary
                  general meetings ("EGMS") of the Company or shareholders'
                  resolutions in writing pursuant to the Constitution passing
                  the shareholders' resolutions referred to in clause 3.1.1(b);
                  and

            (b)   the Existing Shareholder shall have passed board and
                  shareholders' resolutions and attended the EGMs and voted
                  thereat in favour of the following resolutions (or the said
                  resolutions be passed in the form of shareholders' resolutions
                  in writing pursuant to the Constitution):

                  (A)   (in the case of the board and shareholders' resolution
                        of the Existing Shareholder) approving and executing the
                        Share Charge, maintaining a Register of Mortgages and
                        Charges and entering details of the Share Charge (when
                        executed) into such Register, and such Register to be
                        filed with the BVI Registrar of Corporations and updated
                        at all times;

                  (B)   approving all the transactions contemplated under the
                        Group Reorganization and related matters;

                  (B)   approving the execution of this Agreement; and

                  (C)   approving and authorising all the transactions
                        contemplated under this Agreement, including the issue
                        and allotment of the Subscription Shares, the grant of
                        the Put Option, the manner of purchase by the Company of
                        the Option Shares upon the Investors' exercise of the
                        Put Option and the purchase of the Option Shares on the
                        exercise of the Put Option by the Investors;

      3.1.2 each of the following Group officers having entered into fixed term
            service contracts of not less than four years with the relevant
            Group Company:

            (a)   Wai Ka Cheung, Gerry ([Name in Chinese]);

            (b)   Ng Kin Fai ([Name in Chinese]);

            (c)   Siu Sze Ho, Kenneth ([Name in Chinese]);

            (d)   Wang Shuang ([Name in Chinese]);

            (e)   Ren Xiaoguang ([Name in Chinese]);

            (f)   Wu Bolin ([Name in Chinese]); and

            (g)   Dong Min ([Name in Chinese]),

            such service contracts to be in form and substance satisfactory to
            the Investors, and shall include, without limitation, covenants
            preventing such officers engaging or having an interest in any
            competing business during the term of their employment and for such
            period thereafter as the Investors think appropriate;

                                       8

<PAGE>

      3.1.3  all Warranties remaining true and correct and not misleading in any
             material respect at all times as from the signing of this Agreement
             up to Completion, as if they were made on and as of Completion;

      3.1.4  each of the Company and the Existing Shareholder shall have
             performed and complied with all agreements, obligations and
             conditions contained in this Agreement that are required to be
             performed or complied with on or before Completion;

      3.1.5  the Investors shall have received opinions from Hong Kong, PRC,
             Cayman Islands and BVI legal counsels, addressed to them dated as
             of the Completion Date and in form and substance as the Investors
             may require at their absolute discretion, all issued at the cost of
             the Company;

      3.1.6  the Investors shall have received a Certificate of Good Standing
             relating to the Company and the Existing Shareholder issued by the
             Registrar of Companies respectively of the Cayman Islands and the
             British Virgin Islands at the cost of the Company in a form
             acceptable to the Investors;

      3.1.7  the Existing Shareholder giving to the Investors a charge of at
             least 686,404 Shares legally and beneficially owned by the Existing
             Shareholder in substantially the form of the Share Charge, which
             shall represent 10.7% of the issued share capital of the Company as
             enlarged by the issue of the Subscription Shares and the issue of
             Shares to the other investors referred to in clause 6.1.3, in
             favour of the Investors to secure its obligations under clause 8.4,
             together with a certified copy of the Existing Shareholder's board
             resolution approving the same;

      3.1.8  all relevant consents and approvals for the transactions
             contemplated under this Agreement, including the internal approval
             of the Company and any third parties and all relevant regulatory
             bodies and government approvals shall have been obtained to the
             satisfaction of the Investors;

      3.1.9  the Company shall have delivered to the Investors a certificate of
             compliance dated at the Completion Date and signed by a director of
             the Company certifying that the Conditions specified in clauses
             3.1.1 to 3.1.4, 3.1.8, 3.1.10 and 3.1.13 hereof have been
             fulfilled;

      3.1.10 the Company shall have passed board and shareholders' resolutions
             (as required under Cayman Islands law):

             (a)   approving the execution of the Shareholders' Agreement; and

             (b)   approving the amendments to the Constitution in form and
                   substance satisfactory to the Investors;

      3.1.11 the Investors shall have been satisfied in all respects with the
             due diligence review of the legal, financial and business affairs
             of the Group, including, but not limited to, having received from
             the Company full and complete disclosure of remuneration and
             benefits paid or payable to the following Group's officers:

             (a)   Wai Ka Cheung, Gerry ([Name in Chinese]);

             (b)   Ng Kin Fai ([Name in Chinese]);

             (c)   Siu Sze Ho, Kenneth ([Name in Chinese]);

             (d)   Wang Shuang ([Name in Chinese]);

                                       9

<PAGE>

             (e)   Lee Tat Man ([Name in Chinese]);

             (f)   Lee Deng Charng ([Name in Chinese]);

             (g)   Zhang Dachun ([Name in Chinese]);

             (h)   Chen Fushan ([Name in Chinese]);

             (i)   Ren Xiaoguang ([Name in Chinese]);

             (j)   Wu Bolin ([Name in Chinese]);

             (k)   Dong Min ([Name in Chinese]); and

             (l)   Fork Siu Lun, Tommy ([Name in Chinese]);

      3.1.12 all relevant investment documentation in form and substance
             acceptable to the Investors shall have been completed and executed;

      3.1.13 no adverse material changes shall have occurred in respect of the
             Group or any Group Company;

      3.1.14 the Investors' respective internal investment committees shall have
             approved the transaction herein;

      3.1.15 all parties to the Shareholders' Agreement, save the Investors,
             shall have executed the Shareholders' Agreement;

      3.1.16 Mr. Wang and Ms. Dong providing to the Investors a written
             undertaking under seal in form and substance to the satisfaction of
             the Investors to undergo the Group Reorganisation and to charge the
             Reorganisation Issue in favour of the Investors following the Group
             Reorganisation;

      3.1.17 the Existing Shareholder procuring that Ninetowns International
             Limited, one of its shareholders, shall have changed its corporate
             name by the removal of the 'Ninetowns' name and filed all requisite
             returns with the BVI Registrar of Companies;

      3.1.18 Mr. Wang and Ms. Dong and the Existing Shareholder procuring that
             any and all entities, (other than the Group Companies) whether
             incorporated or otherwise, that is Controlled by Mr. Wang and Ms.
             Dong and/or the Existing Shareholder and/or any of their respective
             Associates shall change their names by the removal of the
             'Ninetowns' name and filing all requisite returns with the relevant
             regulatory authorities (save for Beijing Ninetowns Yadi Wall Paper
             Co., Ltd. and Beijing Ninetowns Import & Export e-Commerce Software
             Co., Ltd.); and

      3.1.19 any other reasonable conditions to be required by the Investors to
             be fulfilled based on due diligence results.

3.2   In the event that any of the Conditions specified in clause 3.1 have not
      been fulfilled by 5.00pm on 22 October 2003, then unless waived in writing
      prior thereto by the Investors, any Investor may at any time within seven
      Business Days thereafter give notice in writing to the other parties to
      terminate this Agreement, whereupon this Agreement (other than the
      provisions of clauses 13, 15 and 17 which shall survive) shall with regard
      to that Investor terminate and, as between such Investor and other
      parties, none of the parties shall have any liability to the other parties
      save for any antecedent breach of any of the terms and conditions of this
      Agreement.

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3.3   Each of the Company and the Existing Shareholder shall use its best
      endeavours to procure the fulfilment of all the Conditions and shall
      furnish such information, supply such documents and do such acts and
      things as may be required to enable the Investors to carry out the
      Investors' investigations described herein, provided, however that
      notwithstanding the Conditions, the Investors may at their sole and
      absolute discretion waive the fulfilment of any one or more of the same or
      require that any one or more of the same be fulfilled after Completion.

4.    COMPLETION

4.1   Subject to the fulfilment of the Conditions, Completion shall take place
      at 5.00pm on the Completion Date at Units 2502-3, Worldwide House, 19 Des
      Voeux Road Central, Hong Kong or at such other place as the parties may
      mutually agree.

4.2   At Completion, the parties shall perform all of their respective
      obligations set out in part I of schedule 6.

4.3   The Company shall not in respect of each Investor be obliged to complete
      this Agreement unless that Investor complies fully with the requirements
      of clauses 4.1 to 4.4 and paragraph (i) of part I of schedule 6.

4.4   An Investor shall not be obliged to complete this Agreement unless the
      Company and the Existing Shareholder comply fully with the requirements of
      clauses 4.1 to 4.4 and paragraphs (ii) to (viii), inclusive, of part I of
      schedule 6.

4.5   Subject to Completion having taken place, completion of the subscription
      and allotment of the Second Subscription Shares shall take place at Units
      2502-3, Worldwide House, 19 Des Voeux Road Central, Hong Kong, or at such
      other place as the parties may mutually agree, at 5.00pm on a date in
      accordance with clause 2.1.2.

4.6   At completion of the subscription and allotment of the Second Subscription
      Shares, the parties shall perform all of their respective obligations set
      out in part II of schedule 6.

4.7   The Company shall not in respect of each Investor be obliged to complete
      the subscription and allotment of the Second Subscription Shares unless
      that Investor complies fully with the requirements of this clause 4 and
      paragraph (i) of part II of schedule 6.

4.8   An Investor shall not be obliged to complete the subscription and
      allotment of the Second Subscription Shares unless the Company and the
      Existing Shareholder comply fully with the requirements of this clause 4
      and paragraphs (ii) to (iii), inclusive, of part II of schedule 6.

5.    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

5.1   The Company and the Existing Shareholder jointly and severally:

      5.1.1 represent, warrant and undertake to each Investor in the terms of
            the Warranties set out in schedule 5 and accept that each Investor
            is entering into this Agreement in reliance upon each of such
            Warranties notwithstanding any investigations which the Investors or
            any of their respective directors, officers, employees, agents or
            advisors may have made and notwithstanding any information regarding
            the Group which may otherwise have come into the possession of any
            of the foregoing;

      5.1.2 undertake to indemnify each Investor against any costs (including
            all legal costs), expenses or other liabilities which it may incur
            in connection with:

            (a)   the settlement of any claim in the event that any of such
                  Warranties are in any material respect untrue or misleading or
                  have been breached in any material respect;

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<PAGE>

            (b)   any legal proceedings in which the Investor claims that any of
                  such Warranties are untrue or misleading in any material
                  respect or have been breached in any material respect and in
                  which judgment is given for the Investor; or

            (c)   the enforcement of any such settlement or judgment.

5.2   Without prejudice to any other rights and remedies available at any time
      to the Investors (including but not limited to any right to damages for
      any loss suffered by the Investors), the Investors may (if the effect of
      any breach of any Warranty in any respect is that any Group Company, or
      any asset of any such company, is worth less than its value which would
      have been if there had been no such breach or that any Group Company is or
      will be under a liability or an increased or substituted liability which
      would not have subsisted if there had been no such breach) by notice to
      the Existing Shareholder and/or the Company require it or them to make
      good to the relevant Group Company the diminution in the value of the
      Group Company or asset or all loss occasioned by such liability or
      increased or substituted liability by a payment in cash to the relevant
      Group Company or (at the Investors' option) to pay to the Investors an
      amount equal to the diminution thereby caused in the value of the Shares
      subscribed by them hereunder. If any such payment gives rise to a
      liability to Taxation on the part of the relevant Group Company or the
      Investors as the recipients thereof, such payment shall be increased by
      such an amount as shall ensure that, after payment of such Taxation, the
      recipients shall have received an amount equal to the payment otherwise
      required hereby to be paid.

5.3   Each of the Warranties shall be construed as a separate Warranty and (save
      as expressly provided to the contrary) shall not be limited or restricted
      by reference to or inference from the terms of any other Warranty or any
      other terms of this Agreement.

5.4   Any rights to which the Investors may be or become entitled by reason of
      any of the Warranties and all remedies which may be available to the
      Investors in consequence of any of the Warranties being in any respect
      untrue or misleading or breached in any respect shall enure for the
      benefit of any assignee of the Investors which is the beneficial owner for
      the time being of any of the Subscription Shares subscribed by the
      Investors hereunder.

5.5   The Warranties shall be deemed to be repeated to each Investor immediately
      before Completion in respect of that Investor and to relate to the facts
      then existing.

5.6   The Company and the Existing Shareholder jointly and severally undertake
      to each of the Investors that they shall not, and shall use their best
      endeavours to procure that no Group Company shall, do or allow or procure
      any act or omission before Completion in respect of that Investor which
      would constitute a breach in any material respect of any of the Warranties
      at Completion or which would make any of the Warranties in any material
      respect inaccurate or misleading if it is so given.

5.7   Notwithstanding any rule of law or equity to the contrary, any release,
      waiver or compromise or any other arrangement of any kind whatsoever which
      the Investor may agree to or effect in relation to any of the Company and
      the Existing Shareholder in connection with this Agreement, and in
      particular the Warranties, shall not affect the rights and remedies of the
      Investors as regards any other parties.

5.8   The Warranties are given subject to the matters fully and specifically
      disclosed in the Accounts but no other information relating to the Group
      of which the Investor has knowledge and no investigation by or on behalf
      of the Investors shall prejudice any claim made by any Investor under the
      Warranties or operate to reduce any amount recoverable, and liability in
      respect thereof shall not be confined to breaches discovered before
      Completion and it shall not be a defence to any claim against the Company
      or the Existing Shareholder that the Investors knew

                                       12

<PAGE>

      or ought to have known or had constructive knowledge of any information
      relating to the circumstances giving rise to the claim.

5.9   The Company undertakes to the Investors that, and the Existing Shareholder
      shall procure that, the Company shall not:

      5.9.1 prior to the Group Reorganisation, reduce its beneficial interest
            (whether direct or indirect) in any PRC Subsidiary (other than in
            respect of Shanghai New Take Digital Technology Co., Ltd. in which
            the Company holds a 81% shareholding) to below 90% (and in the case
            of Shanghai New Take Digital Technology Co., Ltd., to below 81%) of
            the registered capital ([Name in Chinese]) of such PRC Subsidiary;
            and

      5.9.2 after the Group Reorganisation, reduce its beneficial interest
            (whether direct or indirect) in any PRC Subsidiary to below 100% of
            the registered capital ([Name in Chinese]) of such PRC Subsidiary,
            other than in respect of Shanghai New Take Digital Technology Co.,
            Ltd. in which the Company shall not reduce its beneficial interest
            (whether direct or indirect) to below 90% of the registered capital
            ([Name in Chinese]).

5.10  In consideration of the Investors investing in the Company at the Existing
      Shareholder's request in the manner set out herein and in consideration of
      the payment of HK$50 by the Investors to the Existing Shareholder (receipt
      of which is hereby acknowledged), the Existing Shareholder undertakes to
      the Investors that save for the transactions contemplated under clause
      6.1.9, it shall not reduce the number of Shares legally and beneficially
      owned by it as from the date hereof.

5.11  In consideration of the Investors investing in the Company at Mr. Wang and
      Ms. Dong's request in the manner set out herein and in consideration of
      the payment of HK$50 by the Investors to Mr. Wang and Ms. Dong (receipt of
      which is hereby acknowledged), Mr. Wang and Ms. Dong jointly and severally
      undertake to the Investors that, for the period commencing from the date
      hereof and expiring on:

      5.11.1 the date one year from a Qualified IPO; or

      5.11.2 such date as the Investors shall hold less than 312,002 Shares,

      whichever shall occur the later, they shall not reduce their existing
      equity interests, whether direct or indirect, in the registered capital
      ([Name in Chinese]) of any PRC Subsidiaries in which they hold equity
      interests at the date hereof, save for the purpose and only to the extent
      of the Group Reorganisation, and they shall not, after the Group
      Reorganisation or during such time as they hold direct or indirect equity
      interest in the Company, whichever is the earlier, at any time reduce
      their direct or indirect equity interests in the Company.

5.12  The Company undertakes that any Intellectual Property and/or Information
      Technology rights owned by any Group Company will not be licensed,
      assigned or transferred unless such licensing, assignment or transfer is
      in favour of the Company.

6.    PRE-COMPLETION ACTS AND UNDERTAKINGS

6.1   Save as otherwise contemplated in this Agreement, the Company and the
      Existing Shareholder undertake jointly and severally to each of the
      Investors to procure that each Group Company will, during the period
      (inclusive of both dates) from the date hereof to the Completion Date
      carry on its business in the ordinary and usual course and in the same
      manner (including nature and scope) as carried on at and prior to the date
      hereof and will not do any of the following unless the Investors' prior
      written consent has been obtained:

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<PAGE>

      6.1.1 appoint any directors, corporate secretary or (pursuant to any power
            of attorney or similar authority) attorney;

      6.1.2 declare, make or pay any dividends or other distribution;

      6.1.3 other than in implementation of the Group Reorganisation and
            allotment by the Company of:

            (a)   195,000 Shares to Ever Praise Holdings Limited; and

            (b)   no more than 117,000 Shares to The Applied Research Council,

            issue any shares (including Shares) or equity interests or alter its
            respective capital structure or make any change in its total
            investment or authorized capital or the rights attaching thereto, or
            do or permit to be done any act, deed or thing which might result in
            any such change;

      6.1.4 acquire or dispose of any material assets or enter into any material
            contract;

      6.1.5 other than in implementation of the Group Reorganisation, acquire or
            dispose of any interest in any other Group Company;

      6.1.6 create or permit to arise any lien, charge, encumbrance, pledge or
            other material third party right or interest on, or in respect of,
            any of its undertaking, property or assets;

      6.1.7 allow any contract or arrangement which is material to the Group to
            terminate, lapse or be amended to a material extent;

      6.1.8 increase the level of its borrowings (which shall include any
            overdraft and any liability; actual or deferred, under any leasing
            or hire-purchase agreement) from that pertaining at the date hereof;
            or

      6.1.9 approve or facilitate the transfer of Shares beneficially owned by
            the Existing Shareholder, save for the transfer of, in aggregate,
            780,000 Shares to Titan I Venture Capital Co., Ltd., Titan II
            Venture Capital Co., Ltd., CFM Investments Limited-CFM Greater China
            Fund, China Equity Associates L.P., MMFI CAPI Venture Investments
            Limited and UOB Venture (Shenzhen) Limited.

6.2   Pending Completion each of the Investors and any person authorised by it
      (including, but not limited, to any employee of any of the Investors, its
      accountants, solicitors, surveyors and other professional advisers) shall
      be given access to the premises of, used or occupied by each Group Company
      and to all the books and records of each Group Company and the Existing
      Shareholder shall jointly and severally procure that the directors and
      employees of any such company will be instructed to promptly provide all
      such information, facilities and explanations within their powers and
      knowledge as the Investors or any such authorized person may request.

7.    USE OF PROCEEDS

      Subject to the allocation to be made in accordance with clause 8, the
      Company shall, and the Existing Shareholder shall procure that the Company
      will, apply the Subscription Price only in its ordinary course of business
      in accordance with the guidelines set out in schedule 10.

8.    PUT OPTION

8.1   In consideration of the Investors' agreement to subscribe for the
      Subscription Shares and in consideration of the payment of HK$50 by each
      Investor to the Company (receipt of which is hereby acknowledged), the
      Company hereby grants to the Investors an irrevocable option to

                                       14

<PAGE>

      require the Company to purchase, and the Company hereby irrevocably and
      unconditionally agrees to purchase, from the Investors upon the Investors
      exercising the Put Option at any time during the Put Option Period and the
      period stated in paragraph 1.1.2 of schedule 4, all the Option Shares at
      the Put Option Price on and subject to the terms and conditions set out in
      schedule 4 ("PURCHASE AGREEMENT").

8.2   The Company and the Existing Shareholder agree to do all acts, including
      the procurement of their duly appointed directors of the relevant
      resolutions, and execute all documents to ensure that the Company may, and
      shall (once the Put Option has been exercised), lawfully purchase the
      Option Shares in accordance with the Purchase Agreement.

8.3   Without prejudice to the agreement contained in clause 8.1, the Company
      and the Existing Shareholder undertake to each of the Investors that the
      Company shall, with the Subscription Price received and out of any future
      subscription of Shares, allocate to the share premium account of the
      Company such amounts as will maintain the amount standing to the credit of
      such account in the sum of not less than the equivalent of US$9,000,000
      until immediately prior to a Qualified IPO, and that, until the occurrence
      of a Qualified IPO, the Company and the Existing Shareholder shall procure
      that such account shall be applied solely towards the payment of the Put
      Option Price to the Investors.

8.4   In the event that due to the partial or complete non-compliance with
      clause 8.3 and/or due to any legal obstacle, restriction or prohibition
      (regardless of whether or not the same has arisen following any change in
      law or regulations, but of which the Company and the Existing Shareholder
      represents to the Investors there are none as of the date hereof and as of
      the Completion Date) and/or due to the Company not having sufficient
      funds, the Company is unable to purchase all the Option Shares in
      accordance with the provisions hereof, then without prejudice to any
      rights of the Investors in relation to any breach by the Company and/or
      the Existing Shareholder under clauses 8.1, 8.2 and/or 8.3, the Company
      shall purchase such of the Option Shares as it is legally permitted and/or
      able to purchase and:

      8.4.1 the Existing Shareholder, and

      8.4.2 to the extent of the value of the Shares or loan stock convertible
            into Shares as are comprised in the Reorganisation Issue and are
            charged in favour of the Investors by Mr. Wang and Ms. Dong, Mr.
            Wang and Ms. Dong,

      jointly and severally, agree that they shall forthwith on demand of the
      Investors purchase from the Investors all or such of the Option Shares at
      the Put Option Price as have not been purchased by the Company (as the
      case may be).

8.5   To secure the undertakings given to the Investors in this clause 8 but
      without limiting the extent of such undertaking, the Existing Shareholder
      shall execute the Share Charge in respect of at least 686,404 Shares
      legally and beneficially owned by it in favour of the Investors on or
      prior to Completion. The Investors agree that they shall at the request of
      the Existing Shareholder and subject to the terms of the Share Charge,
      discharge and release such charged Shares (or part thereof) from the Share
      Charge against substitution by the same number of Shares or loan stock
      convertible into the same number of Shares without further payment
      credited as fully paid as are comprised in the Reorganisation Issue and to
      be charged in favour of the Investors by Mr. Wang and Ms. Dong under an
      instrument in substantially the same form as the Share Charge.

8.6   The Company undertakes to give effect to whatsoever action that the
      Investors may take in the event that the Investors shall enforce their
      security under the Share Charge against the Existing Shareholder and/or
      Mr. Wang and/or Ms. Dong, and the Existing Shareholder and Mr. Wang and
      Ms. Dong shall procure that any directors of the Company appointed by any
      of them (if any) shall vote in favour of any action taken by the Investors
      (including the registration of any Shares

                                       15

<PAGE>

      charged under the Share Charge in the name(s) of the Investors or any
      party nominated by any of them).

9.    FURTHER THIRD PARTY INVESTMENTS

9.1   In consideration of the Investors agreeing to subscribe for the
      Subscription Shares, the Company and the Existing Shareholder agree and
      undertake and shall procure that no subscription, allotment and/or
      transfer of Shares to any third party investors, including the investors
      referred to in clauses 6.1.3 and 6.1.9, will be, in respect of each and
      every term, on terms which are more favourable to the third party investor
      than the terms contracted with the Investors hereunder and in the
      Shareholders' Agreement, provided that in relation to the investors
      referred to in clauses 6.1.3 and 6.1.9 only insofar as such terms relate
      to:

      9.1.1 subscription or sale price for Shares;

      9.1.2 board representation;

      9.1.3 put option;

      9.1.4 first rights of refusal;

      9.1.5 co-sale rights;

      9.1.6 drag along rights; and

      9.1.7 representations, warranties and covenants.

10.   SEVERABILITY

10.1  If at any time any one or more provisions hereof is or becomes invalid,
      illegal, unenforceable or incapable of performance in any respect, the
      validity, legality, enforceability or performance of the remaining
      provisions hereof shall not thereby in any way be affected or impaired,
      and this Agreement shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein.

10.2  If any provision of this Agreement is so found to be invalid or
      unenforceable but would be valid or enforceable if some part of the
      provision were deleted, the provision in question shall apply with such
      modification(s) as may be necessary to make it valid and enforceable.

10.3  The parties agree, in the circumstances referred to in clause 10.1, and if
      clause 10.2 does not apply, to attempt to substitute for any invalid or
      unenforceable provision a valid and enforceable provision which achieves
      to the greatest extent possible the same effect as would have been
      achieved by the invalid or unenforceable provision. The obligations of the
      parties under any invalid or unenforceable provision of this Agreement
      shall be suspended while an attempt at such substitution is made.

11.   ENTIRE AGREEMENT

      This Agreement and the Shareholders' Agreement (when executed) constitute
      the entire agreement and understanding between the parties in connection
      with the subject matter of this Agreement and supersede all previous term
      sheets, proposals, representations, warranties, agreements or undertakings
      relating thereto whether oral, written or otherwise and no party has
      relied or is entitled to rely on any such term sheets, proposals,
      representations, warranties, agreements or undertakings.

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<PAGE>

12.   TIME OF ESSENCE AND REMEDIES AND WAIVERS

12.1  Time shall be of the essence of this Agreement.

12.2  No delay or omission by any party in exercising any right, power or remedy
      provided by law or under this Agreement shall:

      12.2.1 affect that right, power or remedy; or

      12.2.2 operate as a waiver of it.

12.3  The single or partial exercise of any right, power or remedy provided by
      law or under this Agreement shall not preclude any other or further
      exercise of it or the exercise of any other right, power or remedy.

12.4  The rights, powers and remedies provided in this Agreement are cumulative
      and not exclusive of any rights, powers and remedies provided by law.

13.   CONFIDENTIALITY

13.1  The investment by the Investors in the Company, including without
      limitation the terms and conditions of any term sheet and this Agreement
      and the Shareholders' Agreement (collectively, the "INVESTMENT TERMS"),
      including their existence, shall be considered confidential information
      and shall not be disclosed by any of the Investors, the Company, the
      Existing Shareholder, Mr. Wang and Ms. Dong to any person not being a
      party hereto or to the Shareholders' Agreement except to the respective
      professional advisers of the Investors and the Company including, but not
      limited to, the legal advisers, auditors and bankers, or with the written
      consent of all the parties hereto or otherwise in accordance with the
      provisions of this clause 13.

13.2  No announcement regarding the parties and/or the Investment Terms in any
      press release, advertisement, announcement, professional or trade
      publication, mass marketing materials or otherwise to the general public
      may be made by any of the parties without the prior written consent of the
      other parties (which consent may be withheld at their sole discretion).

13.3  In the event that any party becomes legally compelled (including without
      limitation, pursuant to any laws and regulations or any rule of any
      relevant stock exchange or regulatory body) to disclose the existence of
      the Investment Terms or any part thereof in contravention of the
      provisions of this clause 13, such party ("DISCLOSING PARTY") shall
      provide the other parties ("NON-DISCLOSING PARTIES") with prompt written
      notice of that fact so that the appropriate party may seek (with the
      cooperation and reasonable efforts of the other parties) a protective
      order, confidential treatment or other appropriate remedies. In such
      event, the Disclosing Party shall furnish only that portion of the
      information which is legally required and shall exercise reasonable
      efforts to obtain reliable assurance that confidential treatment will be
      accorded to such information to the extent reasonably requested by any
      Non-Disclosing Party. All disclosure made by the Disclosing Party under
      this clause 13.3 shall be in a form approved in advance in writing by the
      Investors.

13.4  Nothing in this clause 13 shall apply to any part of the Investment Terms
      which comes into the public domain for any reason except the failure of
      any party to comply with this clause 13.

13.5  The provisions of this clause 13 shall supersede and render ineffective
      the provisions of any separate non-disclosure agreement executed by any of
      the parties hereto with respect to the transactions contemplated hereby.

13.6  All notices required under this clause 13 shall be made pursuant to clause
      15.

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<PAGE>

13.7  This clause 13 shall not apply to disclosure by the Investors of the
      Investment Terms to (i) any investor or shareholder of either of the
      Investors, (ii) any member of the AIG group of companies ("AIG GROUP"),
      (iii) any fund managed or advised by the AIG Group, (iv) any investment
      manager or adviser that manages or advises an AIG fund, (v) potential
      investors in a fund managed or advised by the AIG Group, (vi) any
      potential investors in the Company (whether by way of the purchase of
      Shares held by the Investors or the subscription of new Shares), (vii)
      their legal advisers, (viii) their accountants or auditors, or (ix) their
      banks or other financial institutions.

14.   ASSIGNMENT AND COUNTERPARTS

14.1  This Agreement shall be binding on and enure to the benefit of the parties
      hereto and their respective successors.

14.2  Each Investor may assign to any member of the AIG Group and/or any fund
      managed or advised by the AIG Group, its rights and benefits of the
      representations, warranties and undertakings contained herein (in whole
      but not in part). Save as aforesaid, no party hereto may assign or
      transfer any of his or its rights or obligations under this Agreement.

14.3  This Agreement may be entered into by any party by executing a counterpart
      hereof. All such counterparts when taken together shall constitute one and
      the same instrument and this Agreement shall only take effect upon the
      execution by each of the parties hereto.

15.   NOTICES AND OTHER COMMUNICATION

      Any notice or other communication to be given under this Agreement shall
      be in writing and may be sent by post or delivered by hand or given by
      facsimile or by courier to the address or fax number from time to time
      designated, the initial address and fax number so designated by each party
      is set out in schedule 8. Any such notice or communication shall be sent
      to the party to whom it is addressed and must contain sufficient reference
      and/or particulars to render it readily identifiable with the subject
      matter of this Agreement. If so delivered by hand or given by facsimile
      such notice or communication shall be deemed received on the date of
      despatch and if so sent by post or delivered by courier, shall be deemed
      received three Business Days after the date of despatch (in the case of
      local mail or delivery by courier) and five Business Days after the date
      of despatch (in the case of overseas registered/certified mail).

16.   FURTHER ASSURANCE

      Each of the parties shall at its/his (as the case may be) own costs, from
      time to time on request, do or procure the doing of all acts and/or
      execute or procure the execution of all documents in a form satisfactory
      to the other parties which the other parties may reasonably request for
      giving full effect to this Agreement and securing to the other parties the
      full benefit of the rights, powers and remedies conferred upon the other
      parties in this Agreement.

17.   COSTS AND EXPENSES

      The Company will pay for all arrangement fees and other expenses in
      relation to the negotiation, preparation and completion of this Agreement
      reasonably and properly incurred by the parties hereto, and the costs and
      expenses in respect of the appointment of DTT to perform financial due
      diligence on the Group, save that if Completion does not take place for
      any reason (including, without limitation, the non-fulfilment of the
      Conditions) (i) the Investors together with the investors referred to in
      clauses 6.1.3 and 6.1.9 and (ii) the Company shall, respectively, bear 50%
      of the costs in respect of such appointment.

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<PAGE>

18.   RIGHTS AND LIABILITIES

18.1  The liabilities of the Investors under this Agreement shall be several,
      and none of them shall be liable or responsible for any act, default,
      omission or breach of the other.

18.2  Where any rights, powers or privileges are conferred on the Investors
      under this Agreement, such rights, powers and privileges are for the
      benefit of each of the Investors separately, and any Investor may exercise
      and enforce such rights, powers and privileges independently regardless of
      whether the other Investors will or intend to exercise or enforce such
      rights, powers or privileges.

19.   SURVIVAL

      Any provision of this Agreement which is capable of being performed but
      which has not been performed at or before Completion and all undertakings,
      agreements representations and Warranties and indemnities contained in or
      entered into pursuant to this Agreement shall remain in full force and
      effect notwithstanding Completion (except insofar as they set out
      obligations which have been fully performed at Completion).

20.   GOVERNING LAW, JURISDICTION AND SERVICE OF PROCEEDINGS

20.1  This Agreement shall be governed by and construed in accordance with the
      laws of Hong Kong and the parties agree to submit to the non-exclusive
      jurisdiction of the Hong Kong courts in respect of this Agreement.

20.2  Nothing contained in this clause shall limit the right of any party to
      take any suit, action or proceedings arising under this Agreement against
      any of the other parties in any other court of competent jurisdiction, nor
      shall the taking of any suit, action or proceedings arising under this
      Agreement in any one or more jurisdictions preclude the taking of any
      suit, action or proceedings arising under this Agreement in any other
      jurisdiction, whether concurrently or not, to the extent permitted by the
      law of that jurisdiction.

20.3  Each of the parties hereto hereby irrevocably authorizes and appoints the
      agent described in the second column in schedule 8 opposite its name (or
      such other person being resident of or incorporated in Hong Kong as it may
      by notice to the other parties substitute) to accept service of all legal
      process arising out of or in connection with this Agreement and service on
      such agent (or such substitute) shall be deemed to be service on the party
      concerned.

                                       19

<PAGE>


IN WITNESS whereof the parties have executed this Agreement the day and year
first above written.

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


/s/ Kenneth Chan

SIGNED by                               ) Jitter Bug Holdings Limited
For and on behalf of                    ) /s/ Ng Kin Fai
Jitter Bug Holdings Limited             )
in the presence of:                     )

/s/ Kenneth Chan

SIGNED by Stephen Tsuei                 )
AIG Asian Opportunity G.P., L.L.C.      )
in its capacity as general partner for  ) /s/ Stephen Tsuei
AIG Asian Opportunity Fund, L.P.        )
in the presence of:                     )

/s/ Adrienne Pang

SIGNED by Stephen Tsuei                 )
For and on behalf of                    )
American International Assurance        ) /s/ Stephen Tsuei
Company (Bermuda) Limited               )
 the presence of:                       )

/s/ Adrienne Pang

                                       20
<PAGE>

SIGNED by                               )
Wang Shuang                             ) /s/ Wang Shuang
in the presence of:                     )

/s/ Kenneth Chan

SIGNED by                               )
Dong Min                                ) /s/ Dong Min
in the presence of:                     )


/s/ Kenneth Chan

                                       21

<PAGE>

                                   SCHEDULE 1
                           PARTICULARS OF THE COMPANY

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

2.    Date of Incorporation:           8 February 2002

3.    Place of Incorporation:          Cayman Islands

4.    Directors:                       Part I   Directors at the date hereof

                                                Lee Tat Man
                                                Wang Shuang

                                       Part II  Further Directors to be
                                                Appointed prior to Completion

                                                Wai Ka Cheung, Gerry
                                                Ng Kin Fai
                                                Siu Sze Ho, Kenneth
                                                Lee Deng Charng
                                                Zhang Dachun
                                                Chen Fushan

5.    Authorised Share Capital:        HK$200,000,000 divided into 2,000,000,000
                                       ordinary shares of HK$0.10 each

6.    Issued Share Capital:            5,500,000 ordinary shares

      Name of Shareholder              Number of shares held

      Jitter Bug Holdings Limited      5,500,000 shares

7.    Business:                        Investment holding

                                      S1-1

<PAGE>

                                   SCHEDULE 2

                    PARTICULARS OF THE COMPANY'S SUBSIDIARIES

(a)

1.    Name of Company:                 [Name in Chinese] (Beijing New Take
                                       e-Commerce Limited)

2.    Registered Office:               Room 604, No.7 Kexing Rd., Fengtai
                                       District, Beijing

3.    Date of Incorporation:           22 May 2000

4.    BR Licence Number:               014711

5.    Place of Incorporation:          the PRC

6.    Legal Representative:            WANG Shuang

7.    Directors:                       WANG Shuang
                                       WAI Ka Cheung, Gerry
                                       KO Jin Heng
                                       NG Kin Fai
                                       REN Xiaoguang
                                       DONG Min

8.    Total Investment:                US$7,000,000

9.    Registered Capital:              US$3,500,000 (formerly US$4,800,00 and
                                       US$250,000)

      Investor                         Percentage of equity held

      New Take Limited                 90%

      Beijing Ninetowns Yadi Wall      10%
      Wall Paper Co. Ltd. ("Beijing
      Yadi")

10.   Business Scope:                  Development of networking technology;
                                       development, production of internet
                                       application software, electronic commerce
                                       software, foreign trade system
                                       application software; technical services
                                       related to self-produced products; Sale
                                       of self-produced products.

(b)

1.    Name of Company:                 [Name in Chinese] (Beijing Ninetowns
                                       Times e-Commerce Limited)

2.    Registered Office:               Room 601, No. 7, Kexing Rd., Fengtai
                                       District, Beijing

3.    Date of Incorporation:           2 June 2000

4.    Business Licence Number:         014743

5.    Place of Incorporation:          the PRC

                                      S2-1

<PAGE>

6.    Legal Representative:            WANG Shuang

7.    Directors:                       WANG Shuang
                                       REN Xiaoguang
                                       DONG Min
                                       SIU Sze Ho, Kenneth

8.    Total Investment:                US$250,000

9.    Registered Capital:              US$250,000

      Investor                         Percentage of equity held

      Shielder Limited                 90%

      Beijing Yadi                     10%

10.   Business Scope:                  Development of network technology:
                                       development, production of internet
                                       application software, electronic commerce
                                       software, foreign trade system
                                       application software; technical services
                                       related to self-produced products; Sale
                                       of self-produced products (save for items
                                       requiring special permit).

(c)

1.    Name:                            IXWORTH ENTERPRISES LIMITED

2.    Date of Incorporation:           22 December 1999

3.    Place of Incorporation:          the British Virgin islands

4.    Directors:                       WANG Shuang
                                       REN Xiao Guang
                                       DONG Min
                                       KO Jin Heng
                                       NG Kin Fai
                                       WAI  Ka Cheung, Gerry

5.    Authorised Share Capital:        US$50,000 divided into 50,000 ordinary
                                       shares of US$1 each

6.    Issued Share Capital:            1 ordinary shares

      Name of Shareholder              Number of shares held

      Ninetowns Digital World          1 shares
      Trade Holdings Limited

7.    Business:                        Investment holding

                                      S2-2

<PAGE>

(d)

1.    Name:                            NEW TAKE LIMITED ([Name in Chinese])

2.    Date of Incorporation:           25 February 1998

3.    Place of Incorporation:          Hong Kong

4.    Directors:                       WANG Shuang
                                       REN Xiao Guang
                                       DONG Min
                                       KO Jin Heng
                                       NG Kin Fai
                                       WAI Ka Cheung, Gerry

5.    Authorised Share Capital:        HK$10,000 divided into 10,000 ordinary
                                       shares of HK$1 each

6.    Issued Share Capital:            2 ordinary shares

      Name of Shareholder              Number of shares held

      Ixworth Enterprises Limited      1 share

      Jitter Bug Holdings Limited      1 share
      (in trust for Ixworth
      Enterprises Ltd)

7.    Business: Investment holding

(e)

1.    Name:                            SHIELDER LIMITED ([Name in Chinese])

2.    Date of Incorporation:           25 February 1998

3.    Place of Incorporation:          Hong Kong

4.    Directors:                       WANG Shuang
                                       DONG Min
                                       CHANG Pao Jen

5.    Authorised Share Capital:        HK$10,000 divided into 10,000 ordinary
                                       shares of HK$1 each

6.    Issued Share Capital:            2 ordinary shares

      Name of Shareholder              Number of shares held

      Jitter Bug Holdings Limited      1 share

      Ixworth Enterprises Limited      1 share

7.    Business:                        Investment holding

                                      S2-3

<PAGE>

(f)

1.    Name of Company:                 [Name in Chinese] (Beijing Ninetowns
                                       Digital Technology Co., Ltd.) (formerly
                                       known as Ninetowns Infrastructure
                                       Technology Development Centre and Beijing
                                       Ninetowns Technology Group)

2.    Registered Office:               3/F, Block 1, No. 2 Hengfu Street
                                       (middle), Fengtai Science Town, Fengtai
                                       District, Beijing

3.    Date of Incorporation:           29 June 1995 originally as a stock
                                       cooperative enterprise, and re-registered
                                       on 8 April 1997, and conversion to a
                                       limited liability company on 25 July 2000

4.    Business Licence Number:         1101061304729

5.    Place of Incorporation:          the PRC

6.    Legal Representative:            WANG Shuang

7.    Directors:                       WANG Shuang
                                       DONG Min
                                       REN Xiaoguang

8.    Total Investment:                N/A

9.    Registered Capital:              RMB2,250,000 (formerly RMB20,100,000 and
                                       RMB2,000,000)

      Investor                         Percentage of equity held

      Beijing New Take Electronic      80%
      Commerce Limited

      Beijing Ninetowns Times          20%
      e-Commerce Limited

10.   Business Scope:                  No business shall be conducted if such
                                       business is prohibited by the laws and
                                       regulations; business requiring the prior
                                       approval shall not be conducted prior to
                                       the obtaining of such approval; the
                                       enterprise may, on its own discretion,
                                       conduct business which requires no prior
                                       approval in accordance with the laws and
                                       regulations

(g)

1.    Name of Company:                 [Name in Chinese] (Shanghai New Take
                                       Digital Technology Co., Ltd.)

2.    Registered Office:               Room N, 18/F Hengji Building, 99 Huaihai
                                       Road East, Shanghai

3.    Date of Incorporation:           13 September 2001

4.    Business Licence Number:         3101011022735

                                      S2-4

<PAGE>

5.    Place of Incorporation:          the PRC

6.    Legal Representative:            LIU Xiwang

7.    Directors:                       WANG Shuang

8.    Total Investment:                N/A

9.    Registered Capital:              RMB500,000

      Investor                         Percentage of equity held

      Beijing Ninetowns Digital        90%
      Technology Co., Ltd.

      Beijing Ninetowns Import         10%
      Export e-Commerce
      Software Co. Ltd.

10.   Business Scope:                  Design and installation of computer
                                       network, development, operation and sale
                                       of relevant products relating to the
                                       "four technical service" within the
                                       computer field, construction materials,
                                       decoration materials, machinery and
                                       equipment, household electronic products,
                                       electronic computer hardware and
                                       software, textile and economic
                                       information consultancy services (which
                                       requires an operation permit) and cargo
                                       transportation insurance.

(h)

1.    Name of Company:                 [Name in Chinese] (Beijing Ninetowns
                                       Ports Software And Technology Co., Ltd.)

2.    Registered Office:               Room B-1506,Block AB, No. 5 Dijing Road,
                                       Science Town, Fengtai District, Beijing,
                                       PRC

3.    Date of Incorporation:           1 August 2003

4.    Business Licence Number:         1101061588135 (11)

5.    Place of Incorporation:          the PRC

6.    Legal Representative:            WANG Shuang

7.    Directors:                       WANG Shuang REN
                                       Xiaoguang
                                       DONG Min

8.    Total Investment:                N/A

9.    Registered Capital:              RMB 20,000,000

      Investor                         Percentage of equity held

                                      S2-5

<PAGE>

      Beijing New Take e-Commerce      20%
      Limited

      Beijing Ninetowns Times          80%
      e-Commerce Limited

10.   Business Scope:                  Development of electronic computer
                                       software and network technology,
                                       technical services; sale of developed and
                                       qualified products; manufacture of
                                       electronic computer software (the
                                       manufacture of electronic computer
                                       software requires a special
                                       approval)(save for items requiring a
                                       special permit)

                                      S2-6

<PAGE>

                                   SCHEDULE 3
          NAMES OF, THE NUMBER OF SUBSCRIPTION SHARES TO BE SUBSCRIBED
            AND THE TOTAL SUBSCRIPTION PRICE PAYABLE BY EACH INVESTOR

Terms defined in the Share Subscription Agreement have the same meanings in this
schedule 3.

                                     PART I

        (A)                    (B)                             (C)
        Name      Number of First Subscription  First Subscription Price, in US$
                     Shares to be Subscribed

        AOF                     468,000                    3,750,000

        AIAB                    156,000                    1,250,000

1.    FIRST SUBSCRIPTION PRICE

      The First Subscription Price for the First Subscription Shares shall be
      HK$39,000,000 payable by the Investors to the Company in cash in US$
      denomination on Completion.

                                     PART II

         (A)                  (B)
        Name      Number of Second Subscription
                     Shares to be Subscribed

        AOF                    3

        AIAB                   1

1.    SECOND SUBSCRIPTION PRICE

1.1   On Completion, the Investors shall deposit US$3,000,000 (comprising of
      US$2,250,000 paid by AOF and US$750,000 paid by AIAB) ("ESCROW AMOUNT")
      with the Escrow Agent to be held on the terms and conditions set out below
      and a letter dated at the Completion Date jointly signed by the Company,
      the Investors and the Escrow Agent appointing the Escrow Agent.

2.    ESCROW TERMS AND SECOND SUBSCRIPTION PRICE CALCULATION

2.1   The Escrow Agent shall on receipt of the Escrow Amount immediately deposit
      the Escrow Amount into a separate interest bearing account in its name
      with:

          Bank:                Citibank N.A. New York

          Address:             10/F, Harbour Front II, 22 Tak Fung Street,
                               Hunghom, Kowloon

          Account Name:        Dibb Lupton Alsop Clients' A/C

          Account No.:         08443017 (US$ Saving A/C)

          ABA No.:             021000089

          SWIFT No.:           CITIHKHX for the account of Citibank N.A. Hong
                               Kong
          ("ESCROW ACCOUNT"),

                                      S3-1

<PAGE>

      and subject to paragraph 4 of this schedule 3, will hold the same as
      escrow agent and stakeholders on and subject to the provisions of this
      schedule 3.

2.2   The Second Subscription Price for each of the Second Subscription Shares
      shall be:

      2.2.1 US$750,000, if the Company's consolidated audited earnings before
            tax, minority interests and extraordinary items ("EBTMI") for the
            2003 financial year are not less than HK$100,000,000; or

      2.2.2 if the Company's EBTMI for the 2003 financial year is less than
            HK$100,000,000, calculated as follows:

            (Escrow Amount - (A x ((1-(EBTMI / 106,791,000)) x 100)) / 4

            where A is 624,000, the Escrow Amount is expressed in the above
            equation in HK$, and provided always that the product of the
            equation shall be at least HK$0.10.

2.3   Within 15 Business Days after the publication and release of the Company's
      consolidated audited accounts for the 2003 financial year, the Company and
      the Investors undertake to jointly notify and instruct the Escrow Agent to
      pay:

      2.3.1 the Second Subscription Price for the Second Subscription Shares to
            the Company; and

      2.3.2 the balance of the Escrow Amount to AOF and AIAB in a ratio of 3:1,
            respectively,

      and any interest earned on the Escrow Amount shall be distributed on a
      pro-rata basis in proportion to the distribution of the Escrow Amount
      between the Company and the Investors.

3.    NO NOTIFICATION

3.1   The parties undertake to act in good faith in signing the joint
      notification in accordance with this schedule 3.

3.2   Notwithstanding paragraph 3.1 of part II of this schedule 3, in the event
      that by 30 July 2004 no joint notification has been issued by the Company
      and the Investors pursuant to paragraphs 2.3 and 3.1 of part II of this
      schedule 3, then the Escrow Agent may at any time thereafter issue a
      request to the Company and the Investors to seek the joint notification of
      them on the manner of distribution of the Escrow Amount and interest
      accrued thereon and in the event that no such joint instructions are
      received by the Escrow Agent after the expiry of 30 days following the
      date of the request, the Escrow Agent shall pay the Escrow Amount together
      with interest earned thereon into the Hong Kong courts.

4.    EXERCISE OF PUT OPTION

      If at any time prior to the Company and the Investors issuing a joint
      notification to the Escrow Agent under paragraph 2.3 of part II of this
      schedule 3, the Investors have exercised the Put Option in the terms of
      the Share Subscription Agreement, the Investors may contemporaneously
      notify the Escrow Agent of the same (serving a copy of the Put Option
      notice to the Escrow Agent) and direct that the Escrow Amount, together
      with interest earned thereon, be paid to the Investors as the Investors
      shall direct, in which case the Escrow Agent shall comply with such
      request.

5.    In no other case shall the Escrow Amount be paid to any person.

6.    The parties acknowledge that part II of this schedule 3 contains the price
      adjustment mechanism in respect of the Investors' total investment in the
      Company and, regardless of the value of the First Subscription Shares and
      the value of the Second Subscription Shares as reflected

                                      S3-2

<PAGE>

      respectively by the First Subscription Price and the Second Subscription
      Price, the Investors are investing in the Company under the Share
      Subscription Agreement at a pre-money valuation of US$70,500,000 and a
      post-money valuation of US$82,500,000.

                                      S3-3

<PAGE>

                                   SCHEDULE 4
                                   PUT OPTION

Terms defined in the Share Subscription Agreement have the same meanings in this
schedule 4.

1.    EXERCISE OF PUT OPTION

1.1   1.1.1 If no Qualified IPO has taken place by 31 December 2004, the Put
            Option may be exercised on one occasion by the Investors during the
            Put Option Period in respect of all of the Option Shares, or

      1.1.2 If either or both of (i) the Existing Shareholder, or (ii) Mr Wang
            and Ms Dong shall have breached their respective undertakings as set
            out in clauses 5.10 and 5.11 of this Agreement, or any of the
            Warranties set out in paragraphs 1.4 and 1.10 of schedule 5 is
            untrue or misleading or is breached in any material respect, the Put
            Option may be exercised on one occasion by the Investors at any time
            after the date of this Agreement in respect of all of the Option
            Shares.

1.2   The Investors may exercise the Put Option at any time during the
      stipulated periods stated in paragraphs 1.1.1 and 1.1.2 of this schedule
      4.

1.3   The Put Option may be exercised by the Investors giving to the Company an
      irrevocable written notice in the following form:

      "To: Ninetowns Digital World Trade Holdings Limited

      We, AIG Asian Opportunity Fund, L.P. and American International Assurance
      Company (Bermuda) Limited, as parties to the Share Subscription Agreement
      with you and others dated 9 October 2003, hereby give notice that we wish
      to exercise the Put Option and require you to purchase the Option Shares
      at the Put Option Price on the terms of schedule 4 of the Share
      Subscription Agreement dated 9 October 2003.

      Signed:
      Dated:"

      Once given, the Put Option notice shall be irrevocable and the Investors
      shall be bound to sell all the Option Shares to the Company and the
      Company shall be bound to purchase all the Option Shares from the
      Investors on the terms of this schedule 4. Without prejudice to the
      Company's obligation to purchase all the Option Shares, if due to any
      change in law and/or regulation and/or not having sufficient funds and/or
      any breach of clause 8.3 of the Share Subscription Agreement, the Company
      cannot purchase all the Option Shares, the Company shall still be required
      to purchase as many of the Option Shares as they are legally permitted
      and/or able to purchase and the Investors shall only be required to sell
      to the Company such number of Option Shares.

1.4   Not later than seven Business Days after receipt of the notice referred to
      in paragraph 1.3 of this schedule 4, the Company must pay to the Investors
      the Put Option Price by way of bank cheque or, at the request of the
      Investors, by way of telegraphic transfer into an account or accounts
      nominated by the Investors.

1.5   Contemporaneously with payment of the Put Option Price in accordance with
      paragraph 1.4 of this schedule 4, each of the Investors must:

      1.5.1 give to the Company the completed set of instruments of transfer for
            the Option Shares being purchased by the Company, duly signed by the
            respective Investor, to the Company, which transfers must conform
            with the requirements of the Constitution; and

                                      S4-1

<PAGE>

      1.5.2 give to the Company the share certificates for the Option Shares
            being purchased by the Company.

1.6   Prior to and contemporaneously with payment of the Put Option Price in
      accordance with paragraph 1.4 of this schedule 4, each of the parties must
      do all acts and things and execute all documents as are or may be required
      to enable the Company to purchase the Option Shares in accordance with the
      laws of the Cayman Islands.

2.    PUT OPTION PRICE

2.1   The Put Option Price shall be a sum equivalent to:

      2.1.1 (First Subscription Price + Second Subscription Price (if any));

            plus

      2.1.2 an amount representing an internal rate of return thereon of 10% per
            annum from the Completion Date in US$ terms, payable in US$
            denomination, provided always that the amount shall instead
            represent an absolute return of at least 10% if the Put Option is
            exercised within one calendar year of the Completion Date.

2.2   The Put Option Price per Option Share shall be the Put Option Price
      divided by 624,004, unless the Put Option is exercised prior to the
      subscription and allotment of the Second Subscription Shares in which
      event it shall be divided by 624,000.

3.    COVENANTS, WARRANTIES AND UNDERTAKINGS

3.1   Each of the Investors covenants with the Company and warrants and
      undertakes to the Company that:

      3.1.1 the Option Shares will be free of all liens, charges and
            encumbrances at the time of sale of the Option Shares under this Put
            Option; and

      3.1.2 they will be the legal owners of the Option Shares immediately prior
            to their sale under this Put Option.

4.    GENERAL

4.1   The Investors may exercise or refrain from exercising, as the Investors
      sees fit, any right or power conferred on the Investors by, or deriving
      from, the Option Shares.

4.2   Any dividend declared but unpaid in respect of the Option Shares prior to
      completion of the sale of the Option Shares under this schedule 4 is for
      the benefit of the respective Investors.

4.3   If the Put Option is exercised, the written notice given by the Investors
      under paragraph 1.3 of this schedule 4, without the necessity of any
      further document or any other corporate action on the part of the Company
      or its board or shareholders, constitutes an enforceable contract for the
      purchase of all the Option Shares by the Company from the Investors.

5.    ASSIGNMENT

      Subject to the Company obtaining the Investors' prior written consent on
      such terms as the Investors think satisfactory (such consent may be given
      or withheld in the sole and absolute discretion of the Investors), on such
      terms as the Investors think satisfactory, on the exercise of the Put
      Option the Company may nominate a substitute purchaser to purchase the
      Option Shares ("SUBSTITUTE PURCHASER") by written notice to the Investors
      stating the name and address of the Substitute Purchaser.

                                      S4-2

<PAGE>

                                   SCHEDULE 5
                                   WARRANTIES

Terms defined in the Share Subscription Agreement have the same meanings in this
schedule 5, unless otherwise defined.

1.    GENERAL

1.1   Each of the Company and the Existing Shareholder 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
      authorise 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 Company and the Existing Shareholder 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 them.

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

      1.3.1 any law or regulation or any order or decree of any governmental
            authority, agency or court of Hong Kong or any other jurisdiction to
            which the Company or (as the case may be) the Existing Shareholder
            are subject;

      1.3.2 the laws and documents incorporating and constituting the Company or
            the Existing Shareholder; or

      1.3.3 any agreement or other undertaking to which the Existing
            Shareholder, the Company 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 Group
      Companies set out in schedules 1 and 2 are true and accurate and all
      shares and/or equity interests held by any Group Company in any other
      Group Company are legally and beneficially held free from any liens,
      charges, encumbrances and other third-party rights. The entire existing
      issued share capital of the Company is held legally and beneficially by
      the Existing Shareholder free from any liens, charges, encumbrances and
      other third-party rights.

1.5   Except as disclosed in schedules 1 and 2, no Group Company directly or
      indirectly holds or beneficially owns any equitable, financial, management
      or other interest in any person (including any company, partnership,
      unincorporated company or association).

1.6   All information which has been given by or on behalf of the Company and/or
      the Existing Shareholder or by any of the directors or officers of any
      Group Company and/or any of their respective advisers to any of the
      directors or officers of the Investors and/or their advisers relating to
      the business, activities, affairs or assets or liabilities of any Group
      Company was, when given, and is, true and accurate and comprehensive in
      all material respects, and there is no fact or matter not disclosed to the
      Investors which renders any such information untrue or misleading because
      of any omission or ambiguity or for any other reason.

1.7   The copies of the Constitution and any other constitutional documents of
      the Company and any other Group Company supplied to the Investors and/or
      their advisors by the Company and/or the Existing Shareholder and/or any
      of their respective advisers are complete and accurate in all aspects,
      having attached to them copies of all resolutions and other documents
      required by law or

                                      S5-1

<PAGE>

      any other authority in all relevant jurisdictions to be so attached, and
      fully set out the rights and restrictions attaching to the Shares.

1.8   All information about the Group which, if disclosed, may reasonably have
      been expected to affect the decision of the Investors to enter into this
      Agreement or cause the Investors to reduce their assessment of the value
      of the Group or cause it to seek additional contractual obligations, has
      been fully disclosed to the Investors in writing prior to the date of this
      Agreement.

1.9   The transactions entered into or contemplated under paragraph 2.3 are, in
      respect of each and every term, not, or will not be, more favourable than
      the terms contracted with the Investors hereunder, insofar as such terms
      relate to:

      1.9.1 subscription or sale price of Shares;

      1.9.2 board representation;

      1.9.3 put option;

      1.9.4 first rights of refusal;

      1.9.5 co-sale rights;

      1.9.6 drag-along rights; and

      1.9.7 representations, warranties and covenants.

1.10  The Company, the Existing Shareholder and Mr. Wang and Ms. Dong have fully
      disclosed all their respective legal and beneficial ownership structures
      (as the case may be) to the Investors and/or their professional advisors,
      and that there are no agreements or understandings among any of the
      existing legal or beneficial owners of Company or the Existing Shareholder
      that have not been disclosed.

1.11  Save for Ninetowns International Limited, Beijing Ninetowns Yadi Wall
      Paper Co., Ltd. and Beijing Ninetowns Import & Export e-Commerce Software
      Co., Ltd., the Company, the Existing Shareholder, Mr. Wang and Ms. Dong
      are not aware of any other entity, incorporated or otherwise, in any
      jurisdiction that uses the 'Ninetowns' and/or '([Name in Chinese])' names
      in its name or trading identity.

2.    SHARES

2.1   The Company has full power and authority to enter into this Agreement and
      perform its obligations thereunder and the directors of the Company are
      authorised to execute this Agreement and the Company does not require the
      consent thereto of any party, and in particular, the Company shall at all
      material times have sufficient authorized but unissued share capital for
      the Company to perform its obligations under this Agreement and the issue
      of the Subscription Shares shall be duly authorized. The entering into of
      this Agreement shall constitute valid, binding and enforceable obligations
      of the Company.

2.2   All necessary consents, authorizations and approvals of any governmental
      agency or body required for or in connection with this Agreement have been
      properly obtained by the respective Group Company, and the performance of
      the terms hereof shall not breach the conditions of any such consents,
      authorizations and approvals.

2.3   Other than in implementation of the Group Reorganisation, the issue of
      195,000 and no more than 117,000 Shares respectively to Ever Praise
      Holdings Limited and The Applied Research Council, and the transfer of, in
      aggregate, 780,000 Shares to Titan I Venture Capital Co., Ltd., Titan II
      Venture Capital Co., Ltd. CFM Investments Limited-CFM Greater China Fund,
      MMFI Capi

                                      S5-2

<PAGE>

      Venture Investments Limited and UOB Venture (Shenzhen) Limited (including
      the relevant provisions regarding the various price adjustment mechanisms
      as are contained in the respective agreements for the sale and purchase of
      Shares between the purchasers and the Existing Shareholder (provided
      always that the Existing Shareholder shall not reduce its shareholding in
      the Company at any time to below 60%)), there is no agreement or
      commitment outstanding which calls for the transfer, allotment or issue
      of, or accords to any person the right to call for the transfer, allotment
      or issue of any, shares and/or equity interests in or debentures of any
      Group Company save for this Agreement, the Shareholders' Agreement (when
      executed), the Put Option and the Share Charge(s) thereunder.

2.4   The Subscription Shares shall be issued and allotted in accordance with
      the Constitution of the Company and in compliance with all relevant laws.

2.5   The Shares to be issued to the Investors under this Agreement shall, when
      issued, represent 9.69% of the issued share capital of the Company as
      enlarged by completion of the issue thereof and the transactions entered
      into or contemplated under paragraph 2.3 hereof.

2.6   There is no option, right to acquire, mortgage, charge, pledge, lien or
      other form of security or encumbrance on, over or affecting any of the
      Shares or any part of the issued or unissued share capital of any Group
      Company and there is no agreement or commitment to give or create any of
      the foregoing and no claim has been made by any person to be entitled to
      any of the foregoing which has not been waived in its entirety or
      satisfied in full.

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

3.    REGULATORY COMPLIANCE

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

3.2   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.

3.3   The statutory books of each Group Company are up to date and have been
      properly written up and the minute books of directors' meetings and of
      shareholders' meetings respectively contain full and accurate records of
      all matters required to be dealt with therein. No Group Company has
      received any application or request for rectification of any of its
      registers of directors or shareholders and compliance has been made with
      all other legal requirements concerning each Group Company and all issues
      of shares, debentures or other securities thereof.

3.4   Each Group Company and its directors (in their capacity as such) has
      complied with all legislation and obtained all necessary licenses,
      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, established and/or registered or elsewhere (including,
      but without limitation, legislation relating to companies and securities,
      real property, Taxation and prevention of corruption) and each Group
      Company and its directors (in their capacity as such) have complied with
      all legal requirements existing as of the date hereof in relation to any
      transactions to which it was or is a party.

3.5   All licenses, 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 have been fully disclosed to the Investors and/or their
      professional advisors, are not subject to onerous conditions,

                                      S5-3

<PAGE>

      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.

3.6   Apart from the transactions referred to in paragraph 2.3 hereof, there is
      no option, convertible security or other agreements outstanding (save this
      Agreement and the Put Option thereunder) which accord to any person the
      right to subscribe for, right to acquire, mortgage, charge, pledge, lien
      or other form of security or encumbrance on, over or affecting any Shares
      or over any part of the issued or unissued share capital of the Company
      and there is no agreement or commitment to give or create any of the
      foregoing and there is no claim by any person to be entitled to any of the
      foregoing.

3.7   None of the Group Companies have ever reduced, repaid, redeemed or
      purchased any of its share capital without duly complying with all the
      relevant legal or regulatory requirements.

3.8   The copies of the constituent documents of each Group Company supplied to
      the Investors and/or their professional advisors are accurate and complete
      in all respects and have attached to them copies of all resolutions and
      agreements which are required to be so attached. Each Group Company has
      complied with its constituent documents in all respects, has full power,
      authority and legal right to own its assets and carry on its business and
      none of the activities, agreements, commitments or rights of each Group
      Company is ultra vires or unauthorised.

4.    ACCOUNTS

4.1   Each of the Accounts on the date ("RELEVANT DATE") they were prepared and
      completed:

      4.1.1 were true and accurate in all material respects;

      4.1.2 gave in all material respects a true and fair view of the state of
            affairs and financial positions of the Group at the Relevant Date
            and of the Group's results for the financial period ended on that
            date and no event has occurred that has resulted in the results of
            the Group in respect of the period covered by the Accounts being
            abnormally high or low;

      4.1.3 included all the assets of the Group as at the Relevant Date with an
            amount indicated for each asset 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;

      4.1.4 were not adversely affected by any unusual, exceptional,
            extraordinary or non-recurring items which were not expressly
            disclosed as such in the Accounts;

      4.1.5 were prepared in accordance with all applicable laws, including,
            without limitation, the Inland Revenue Ordinance, Cap.112 and the
            Companies Ordinance, Cap.32 of the laws of Hong Kong, 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;

      4.1.6 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 accordance with good accounting
            practice in respect of) all deferred, disputed or contingent
            liabilities (whether liquidated or unliquidated) and all capital
            commitments of the Group as at 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;

                                      S5-4

<PAGE>

      4.1.7 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; and

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

4.2   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 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 and contingent assets and liabilities and debtors
      and creditors.

4.3   The Group does not have any borrowings as of the date of this Agreement or
      at the Completion Date.

4.4   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 12 months following Completion and for the purposes of
      performing all orders and obligations placed with or undertaken by it
      before Completion.

4.5   None of the Group Companies have any 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 of the Company, required.

4.6   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.

5.    ASSETS

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

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

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

      5.1.3 are not subject to any hire purchase, leasing arrangements or other
            arrangements of a similar nature except in the ordinary course of
            business.

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

5.3   All title deeds and all other documents necessary to prove title or
      contractual rights relating to the assets or contractual rights of the
      Group (including any properties owned by the Group) are in the possession
      of the Group.

                                      S5-5

<PAGE>

6.    TAXATION

6.1   Each Group Company has complied with all relevant legal requirements
      relating to registration or notification for Taxation purposes.

6.2   Each Group Company has:

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

      6.2.2 taken all reasonable steps to obtain any repayment of, or relief
            from, Taxation available to it.

6.3   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.

6.4   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 has become liable.

6.5   Since the Relevant Date, the Group has incurred no further liability or
      contingent liability for Taxation otherwise than as a result of activities
      in the ordinary course of its business.

6.6   No Group Company is or will be, after giving effect to the transactions
      contemplated under this Agreement, a:

      6.6.1 "controlled foreign corporation"; or

      6.6.2 "passive foreign investment company"; or

      6.6.3 "foreign personal holding company",

      within the meaning of the US Internal Revenue Code.

7.    LITIGATION

7.1   No Group Company is a party to any litigation, arbitration, mediation,
      prosecutions, disputes, investigations or to any other legal or
      contractual proceedings (together, "PROCEEDINGS") that may result, in the
      aggregate, in any material adverse change in the financial condition of
      the Group Company, and there are no facts or circumstances subsisting
      which might give rise to any Proceedings and there are no unfulfilled or
      unsatisfied judgments or court orders against any Group Company.

7.2   There are no current disputes between any Group Company and any of its
      respective customers, suppliers, employees or officers in relation to
      goods or services purchased or supplied, plant or machinery, duties or
      work or any loss, damage or injury resulting therefrom, which may result
      in any material impact on the financial condition or business of the
      Group.

7.3   No Group Company has committed, or is liable for, any criminal, illegal,
      unlawful or unauthorised act or breach of any material obligation or duty,
      whether imposed by or pursuant to legislation, contract or otherwise
      (including acts of fraud), and no claim remains outstanding against any
      such Group Company.

7.4   No Group Company has received notification from any governmental authority
      or other regulatory body that any disciplinary investigation or inquiry
      for misconduct or irregularity is

                                      S5-6
<PAGE>

      being or has been conducted by any governmental authority or other
      regulatory body in respect of the affairs of that Group Company.

8.    TRANSACTIONS AFTER RELEVANT DATE

      Since the Relevant 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:

      8.1.1  issued or repaid or agreed to issue or repay any equity interest,
             share or loan capital;

      8.1.2  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;

      8.1.3  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;

      8.1.4  depleted its assets by any unlawful act on the part of any person;

      8.1.5  undertaken or authorized any capital commitments with an aggregate
             value in excess of US$500,000;

      8.1.6  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;

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

      8.1.8  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;

      8.1.9  been affected by any abnormal factor in any material respect;

      8.1.10 defaulted in any of its contractual obligations;

      8.1.11 suffered any material adverse change in its turnover or financial
             or trading position; or

      8.1.12 save for any obligations and/or liabilities owing to the Investors
             under this Agreement, incurred any indebtedness or other form of
             liability, whether actual, contingent or otherwise, in excess of
             US$500,000.

8.2   Since the Relevant Date, there has been no material adverse change and no
      material adverse development in the business, properties, operations,
      financial condition, results of operations or prospects of the Group taken
      as a whole.

9.    CONTRACTS AND COMMITMENTS

9.1   Other than the following material contracts (not being contracts entered
      into in the ordinary course of business carried on by the Group or the
      relevant Group Company):

      (a)   a joint venture agreement entered into between Beijing Ninetowns
            Yadi Wall Paper Co., Ltd. ([Name in Chinese]) and New Take Limited
            in respect of the equity interest in Beijing New Take e-Commerce
            Limited;

      (b)   a joint venture agreement between Beijing Ninetowns Yadi Wall Paper
            Co., Ltd. ([Name in Chinese]) and Shielder Limited in respect of
            Beijing Ninetowns Times e-Commerce Limited;

                                      S5-7

<PAGE>

      (c)   a joint venture agreement between Beijing Ninetowns Import & Export
            e-Commerce Software Co., Ltd. ([Name in Chinese]) and Shielder
            Limited in respect of Shanghai New Take Digital Technology Co.,
            Ltd.;

      (d)   a strategic partnership agreement entered into between Beijing
            Ninetowns Digital Technology Co., Ltd. and Ascential Software
            Corporation in July 2002 for a period of 18 months;

      (e)   a strategic alliance agreement entered into between Beijing
            Ninetowns Digital Technology Co., Ltd. and Beijing Student
            Electronic Technologies Co., Ltd. ([Name in Chinese]) in August 2002
            for a period of three years;

      (f)   a strategic partnership agreement entered into between Beijing
            Ninetowns Digital Technology Co., Ltd. and Brio Software, Inc. in
            September 2002, pursuant to which the Group will offer e-government
            solutions to government authorities and enterprises related to
            international trade in the PRC based on Brio's technologies and
            products and Brio, in return, will provide technical and marketing
            support to the Group;

      (g)   a co-operation agreement entered into between Beijing Ninetowns
            Digital Technology Co., Ltd. and Core Solutions Limited on July 2002
            wherein each party appoints the other party as the sole co-operative
            entity for any agreed project, including but not limited to
            e-government applications; and

      (h)   a strategic alliance agreement entered into between Beijing
            Ninetowns Digital Technology Co., Ltd. and Turbolinux Inc. in July
            2002 for a period of three years,

      no Group Company is a party to or has any actual or contingent liability
      in respect of:

      9.1.1 except in the ordinary course of business, any contracts which are
            unusual or of a long-term nature (ie more than one year) or
            involving or which may involve obligations on it of a nature or
            magnitude calling for special mention or which cannot be fulfilled
            or performed profitably, or on time, or without undue or unusual
            expenditure of money or effort;

      9.1.2 any agreement entered into otherwise than by way of bargain, at
            arm's length and in the ordinary course of business;

      9.1.3 any arrangements (contractual or otherwise) which shall or may be
            terminated or prejudicially affected as a result of the issue of the
            Subscription Shares or of compliance with any other provision of
            this Agreement;

      9.1.4 any mortgages, debentures, charges, rights of security or
            third-party rights of any kind whatsoever over any of the assets of
            any Group Company;

      9.1.5 except for certain shareholder loan agreements, any loan agreement,
            overdraft facility, guarantee, indemnity or letter of credit or
            leasing, hiring, hire purchase, credit sale or conditional sale
            agreement;

      9.1.6 any agreement to factor its debts or otherwise engage in financing
            of a type which would not require to be shown or reflected in the
            accounts;

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

                                      S5-8

<PAGE>

      9.1.8  any agreement which materially restricts its freedom to carry on
             any business in any part of the world in such manner as it thinks
             fit or its ability to disclose or use the information in its
             possession;

      9.1.9  any agreement which cannot be terminated by it without payment of
             compensation by less than 90 days' notice, or which imposes any
             obligation to be performed by it more than 180 days from the date
             of the agreement;

      9.1.10 any agreement to which any of the Existing Shareholder or Mr. Wang
             or Ms. Dong or any of their respective Associates is a party and
             which is required to be assigned to or vested in a Group Company to
             enable that Group Company to carry on its business or enjoy the
             rights to the same extent as carried on or enjoyed prior to the
             date of this Agreement;

      9.1.11 (apart from the directors' service contracts and the Shareholders
             Agreement, when executed) any contract with any director of the
             Company or the Existing Shareholder; and

      9.1.12 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.

9.2   The Company is not aware of the invalidity, or of any grounds for
      determination, rescission, avoidance or repudiation, of any agreement to
      which any Group Company is a party.

9.3   In relation to all agreements to which any Group Company is a party
      ("BUSINESS AGREEMENT"):

      9.3.1 each Business Agreement is valid, binding and legally enforceable
            against the parties thereto in accordance with its terms;

      9.3.2 no party to any Business Agreement is in breach of any of the terms
            thereof which may have a material adverse effect on the financial
            condition of the relevant Group Company;

      9.3.3 all regulatory or third party approvals which are required in
            connection with each Business Agreement have been properly obtained;
            and

      9.3.4 neither the Existing Shareholder nor the Company are aware of the
            invalidity, or of any grounds for determination, recession,
            avoidance or repudiation, of any Business Agreement.

10.   EMPLOYEES

10.1  All contracts of service to which each Group Company is a party have been
      disclosed to the Investors and/or their professional advisors, and can be
      terminated by relevant Group Company (save as provided by legislation) by
      not more than three months' notice.

10.2  No Group Company is a party to:

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

      10.2.2 any collective bargaining or procedural or other agreement with any
             trade union or similar association;

      10.2.3 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,

                                      S5-9

<PAGE>

            other than agreements providing for the payment of a bonus or
            incentive payment at the discretion of the Company; or

      10.2.4 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.

10.3  All schemes or plans for the provisions of benefits to employees of any
      Group Company comply in all respects with all applicable legislation, all
      necessary consents and approvals in relation to such schemes and plans
      have been properly obtained and remain in full force and effect, each
      Group Company has complied fully with its obligations in respect of such
      scheme or plans and such schemes or plans have sufficient funds to meet
      all actual or contingent claims.

10.4  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 no 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.

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

10.6  There is no existing or threatened or pending industrial or trade dispute
      involving any Group Company and any of its employees, there are no
      agreements or arrangements (whether oral or in writing or existing by
      reason of custom and practice) between any Group Company and any trade
      union or other employees' representatives concerning or affecting that
      Group Company's employees and there are no trade unions or other
      employees' representatives whom the Group recognises to any extent for
      collective bargaining purposes.

10.7  No Group Company has given notice of any redundancies or lay offs or
      started consultations with any independent trade union or employees'
      representatives regarding redundancies, lay offs or dismissals within the
      period of one year prior to the date hereof. No circumstances have arisen
      under which any Group Company is likely to be required to pay damages for
      wrongful dismissal, to make any statutory severance, redundancy or long
      service payment or to make or pay any compensation for unreasonable
      dismissal or to make any other payment under any employment protection
      legislation or to reinstate or re-engage any former employee. No
      circumstances have arisen under which any Group Company is likely to be
      required to pay damages or compensation, or suffer any penalty or be
      required to take corrective action or be subject to any form of discipline
      under any other laws conferring protection against discrimination,
      harassment, victimisation or vilification by reason of age, gender, family
      circumstances, race, religion or disability. There are no current, pending
      or threatened claims of any type against it by any existing or former
      employees.

10.8  No director or senior management member of the Group has given notice
      terminating his contract of employment or is under notice of dismissal
      and/or, so far as the Company is aware that no director or senior
      management member of the Group is intending to give notice terminating his
      contract of employment.

11.   INSOLVENCY

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

                                     S5-10

<PAGE>

11.2  No steps have been taken for the appointment of an administrator or
      receiver, or similar or equivalent official or person in the relevant
      jurisdiction, of any part of any Group Company's property.

11.3  No floating charge created by any Group Company has crystallized and there
      are no circumstances likely to cause a floating charge to crystallize.

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

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

12.   INSURANCE

12.1  Every Group Company has effected all insurances required by law to be
      effected by them.

12.2  Full details of the insurance policies effected by any Group Company have
      been disclosed to the Investors and/or their professional advisors. All
      premiums due in respect of such policies of insurance have been paid in
      full and all the other conditions of the said policies have been performed
      and observed. The insurance under those insurance policies are sufficient
      to cover the risk anticipated for the business conducted by the relevant
      Group Company.

12.3  No claim is outstanding either by the insurer or the insured under any of
      the said policies and no claim against any Group Company by any third
      party is outstanding in respect of any risk covered by any of the policies
      or by any policy previously held by any Group Company.

12.4  All material assets of all the Group Companies of an insurable nature have
      at all times been and are insured in amounts to the full replacement value
      thereof against such risks as are in accordance with good commercial
      practice normally insured against. Each Group Company has at all times
      been adequately covered against accident, third party, public liability,
      product liability, and other risks normally covered by insurance and
      nothing has been done or omitted to be done by or on behalf of such Group
      Company which would make any policy of insurance void or voidable or
      enable the insurers to avoid the same and there is no claim outstanding
      under any such policy and there are no circumstances likely to give rise
      to such a claim or result in an increased rate of premium.

12.5  All information furnished in obtaining or renewing the insurance policies
      of each Group Company was correct and accurate when given and any change
      in that information required to be given was correctly given. No Group
      Company is in default under any of these policies and the copies of the
      policies supplied to the Investors and/or their professional advisors are
      true and complete.

12.6  No Group Company has suffered any uninsured losses or waived any rights of
      material or substantial value or allowed any insurances to lapse.

13.   PROPERTY

13.1  In this paragraph 13, unless the context otherwise requires:

      13.1.1 "LEASES" include all leases, sub-leases, tenancies, sub-tenancies
             licences and rights of occupation of any kind created whether by
             instrument or oral agreement or by conduct in respect of any leased
             property;

      13.1.2 "OCCUPANCY RIGHTS" include any right to use, possess or occupy any
             of the properties, granted by any Group Company or its predecessors
             in title or otherwise acquired or in the course of being acquired;
             and

                                     S5-11

<PAGE>

      13.1.3 any reference to leased property shall (as appropriate) be deemed
             to include reference to each of them and each and every part of
             them.

13.2  In respect of property or leased property owned or leased by any Group
      Company and comprising of land, buildings and premises currently occupied
      or used by any Group Company or in respect of which a Group Company has
      any estate, interest, right or title, the relevant Group Company has:

      13.2.1 fully performed and observed all the covenants, conditions,
             agreements, stipulations, restrictions, contractual requirements or
             other obligations (whether positive or negative) of a similar
             nature imposed on it under the relevant documents of title and/or
             Leases;

      13.2.2 exclusive possession and occupation of the leased properties and
             there are no Occupancy Rights in favour of third parties affecting
             them;

      13.2.3 in its possession all documents of title and/or instruments
             creating the Leases of each of the leased properties, and each of
             those documents and/or Leases are properly completed and stamped;
             and

      13.2.4 effected current, valid and enforceable policies of insurance
             relating to the interior of such properties and/or leased
             properties and their respective fixtures, fittings and contents,
             which said policies of insurance conform in all respects with the
             requirements of the relevant documents of title and/or Lease and
             are not subject to any special or unusual terms or restrictions or
             to the payment of any premia in excess of the normal rate for
             policies of the same kind.

13.3  In respect of property or leased property disclosed to the Investors
      and/or their professional advisors as being owned or leased by any Group
      Company and comprising of land, buildings and premises currently occupied
      or used by any Group Company or in respect of which a Group Company has
      any estate, interest, right or title, the disclosed information relating
      to the properties and/or leased properties were and are true, correct and
      not misleading.

13.4  Copies of the leases of each of the leased properties, if any, have been
      provided to the Investors and/or their professional advisors and such
      copies are true and complete copies of the originals of such Leases.

13.5  The relevant Group Company has fully performed and observed all the
      covenants, conditions, agreements, stipulations, restrictions, contractual
      requirements or other obligations (whether positive or negative) of a
      similar nature imposed on it under the relevant Leases.

13.6  The relevant Group Company has exclusive possession and occupation of the
      leased properties and there are no Occupancy Rights in favour of third
      parties affecting them;

14.   INTELLECTUAL PROPERTY

14.1  All Intellectual Property registered in the name of any Group Company or
      used or required to be used by any Group Company is beneficially owned by
      the relevant Group Company, is unencumbered, is not subject to any
      agreements or licenses affecting the same and is valid and subsisting free
      of any licence or encumbrance in favour of a third party ("COMPANY IP").

14.2  Details of all Company IP have been disclosed to the Investors and/or
      their professional advisors, distinguishing in each case among rights that
      have been registered, rights in respect of which applications to register
      have been made and rights in respect of which no such registration or
      application has been made. The material particulars as to registration
      (and applications therefor) of the respective Company IP, including
      priority and renewal dates, have been disclosed to the Investors and/or
      their professional advisors. Each of those registrations is valid. None of
      such Company IP has been wrongfully or unlawfully acquired by a Group
      Company. Complete and

                                     S5-12

<PAGE>

      accurate copies of all documentation by which the Company acquired from
      any third party ownership of any of such Company IP have been provided to
      the Investors, and no claim under any warranty contained in such
      documentation has been made or intimated nor are there any grounds on
      which any such claim could be made.

14.3  The use by the Group of Company IP does not breach the Intellectual
      Property rights of any third party. It is not necessary for the Group to
      use any Intellectual Property owned by any director, officer, employee or
      consultant of a Group Company (or persons the Company presently intends to
      hire) or the Existing Shareholder or any of their respective Associates.

14.4  All Intellectual Property created by employees of the Group during the
      course of employment is owned by the Group.

14.5  Since the incorporation, establishment and/or registration of each Group
      Company, no third party has:

      14.5.1 infringed, violated or misused any Company IP, or threatened to do
             so; or

      14.5.2 made, threatened or brought any notice, challenge, demand, claim or
             proceedings in relation to the Company IP and there are no facts or
             matters which might give rise to any such challenge, claim or
             proceedings.

14.6  No trade secrets, research records, processes, procedures, formulae,
      technical know-how, technology, methodologies, plans or other Confidential
      Information (as defined in paragraph 17.1) of the Group, that is material
      to the business of the Group has been disclosed to any person other than
      employees, representatives and agents of the Group or as required by a
      requirement of law.

14.7  The 'www.ninetowns.com' domain name is registered in the name of a Group
      Company.

15.   INFORMATION TECHNOLOGY

15.1  Each Group Company is the owner of the Information Technology used in the
      conduct of the business of the Group and such Information Technology is in
      good working order and has been properly maintained in accordance with
      good industry practice.

15.2  No Group Company has experienced any material disruption in or to its
      business or operation as a result of any failure (whether arising from any
      bug, virus, defect or otherwise), lack of capacity or other sub-standard
      performance of any Information Technology and no circumstance exists which
      is likely or expected to give rise to any such disruption.

15.3  None of the Group Companies have any of its records, systems, controls,
      data or information recorded, stored, maintained, operated or otherwise
      wholly or partly dependent on or held by any means (including any
      electronic, mechanical or photographic process whether computerised or
      not) which (including all means of access thereto and therefrom) are not
      under the exclusive ownership and direct control of the relevant Group
      Company.

15.4  Each Group Company has security procedures in place to prevent
      unauthorised access, amendment or damage to the Group Company's data or
      the data of third parties held, recorded, stored, maintained or operated
      by the Group Company or on behalf of the Group Company by any third party,
      and no unauthorised access, amendment or damage to such data has taken
      place since the incorporation of the Group Company.

16.   RELATED PARTY TRANSACTIONS

16.1  There is no outstanding, and there has not at any time been outstanding
      any, contract or arrangement to which any Group Company is a party and in
      which any director, shareholder,

                                     S5-13

<PAGE>

      supervisor or officer of a Group Company is or has been interested,
      whether directly or indirectly through any Associates or otherwise, other
      than arm's length service contracts and no Group Company is a party to, or
      have any of its profits or financial position at any time been adversely
      affected by, any contract or arrangement which is not of an entirely arm's
      length nature; save as aforesaid and this Agreement, there are no
      agreements or understandings (whether legally enforceable or not) between
      a Group Company and any person who is a shareholder or the beneficial
      owner of any interest in that Group Company or any other company
      Controlled by any such person relating to the management of the Group
      Company's business or the appointment or the removal of its directors or
      the ownership or transfer of ownership or the letting of any of its assets
      or the provision of finance, goods, services or other facilities to or by
      the Group Company or otherwise howsoever relating to the Group Company or
      its affairs.

16.2  None of the directors, shareholders, supervisors or officers of any Group
      Company nor their respective Associates is at the date hereof either
      individually or collectively or with any other person or persons
      (including, without limitation, Beijing New Take e-Commerce Limited,
      Beijing Ninetowns Times e-Commerce Limited and Beijing Xinchengtong
      Digital Technology Co., Ltd.) engaged in any other business or concerned
      or interested in any way whatsoever in any other business of a similar
      nature to or competitive with that carried on by any Group Company.

17.   CONFIDENTIAL INFORMATION

17.1  In this paragraph 17 and paragraph 14.6 "CONFIDENTIAL INFORMATION" means
      all proprietary information, know-how, lists and details of customers or
      suppliers, trade secrets, technical processes or other confidential
      information belonging to the Group or to any third party.

17.2  No Group Company uses any processes or is engaged in any activities which
      involve the misuse of any Confidential Information belonging to any third
      party.

17.3  All agreements and/or arrangements under which Confidential Information
      belonging to any third party is made available to the Group have been
      disclosed to the Investors and no Group Company is in breach of any such
      agreement or arrangement or is aware of the existence of any circumstances
      under which its right to use such Confidential Information may be
      terminated.

17.4  No Group Company is aware of any actual or alleged misuse by any person of
      any of its Confidential Information. The Group has not disclosed to any
      person any of its Confidential Information except where such disclosure
      was properly made in the normal course of the Group Company's business and
      was made subject to an agreement under which the recipient is obliged to
      maintain the confidentiality of such Confidential Information and is
      restrained from further disclosing it or using it other than for the
      purposes for which it was disclosed by the Group Company.

18.   MISCELLANEOUS

18.1  No Group Company has itself nor vicariously:

      18.1.1 committed any breach of any statutory provision, order, bye-law or
             regulation binding upon it or of any provision of its memorandum of
             association or articles of association or the constitutive
             documents 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;

      18.1.2 entered into any transaction which is still executory and which is
             or may be unenforceable by reason of the transaction being voidable
             at the instance of any other party or ultra vires, void or illegal;
             or

      18.1.3 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.

                                     S5-14

<PAGE>

      18.2  No one is entitled to receive from any Group Company any finder's
            fee brokerage or commission in connection with the issue of the
            Shares, except for such payments to be made to Crosby Limited by the
            Company.

                                     S5-15

<PAGE>

                                   SCHEDULE 6
                             COMPLETION ARRANGEMENTS

Terms defined in the Share Subscription Agreement have the same meanings in this
schedule 6.

                                     PART I

At Completion in respect of each Investor, all and not part of the following
business shall be transacted:

(i)   The Investor shall deliver to the Company:

      (a)   an application for such number of First Subscription Shares as is
            set opposite its name in column (B) of part I of schedule 3 at the
            First Subscription Price as is set opposite its name in column (C)
            of part I of schedule 3;

      (b)   a banker's draft or evidence of irrevocable telegraphic/wire
            transfer instructions into such bank account as the Company shall
            inform the respective Investor prior to the Completion Date (or such
            other form of payment as the Company shall reasonably accept) for
            such amount of the First Subscription Price for the First
            Subscription Shares as set opposite its name in column (C) of part I
            of schedule 3; and

      (c)   evidence of irrevocable telegraphic/wire transfer instructions into
            the bank account specified in paragraph 2.1 of Part II of schedule
            3.

(ii)  The Company and the Existing Shareholder shall deliver to the Investors
      documentary evidence satisfactory to the Investors that the Conditions
      have been duly satisfied, including, without limitation:

      (a)   fixed term service contracts executed by Wai Ka Cheung, Gerry, Ng
            Kin Fai, Siu Sze Ho, Kenneth, Wang Shuang, Ren Xiaoguang, Wu Bolin
            and Dong Min;

      (b)   a legal opinion from a Hong Kong law firm acceptable to the
            Investors;

      (c)   a legal opinion from a BVI law firm acceptable to the Investors;

      (d)   a legal opinion from a Cayman Islands law firm acceptable to the
            Investors;

      (e)   a legal opinion from a PRC law firm acceptable to the Investors;

      (f)   a certificate of compliance signed by a Company director relating to
            this Agreement;

      (g)   a Certificate of Good Standing relating to the Existing Shareholder;
            and

      (h)   a Share Charge of 686,404 Shares executed by the Existing
            Shareholder to secure its obligations under clause 8 of this
            Agreement, together with a certified copy of the Existing
            Shareholder's board and shareholders' resolutions approving the
            same.

(iii) The Company and the Existing Shareholder shall procure a board meeting of
      the Company be held (or shall deliver a certified true copy of minutes of
      such board meeting) to approve:

      (a)   the terms of, and the Company's execution of, this Agreement
            (together with all schedules thereto);

      (b)   the issue and allotment to each of the Investors of such number of
            First Subscription Shares as is set opposite its name in column (B)
            of part I of schedule 3 at the First Subscription Price as is set
            opposite its name in column (C) of part I of schedule 3;

                                      S6-1

<PAGE>

      (c)   the issue of a share certificate to each of AIG Asian Opportunity
            Fund, L.P. and AIAB in respect of the relevant First Subscription
            Shares;

      (d)   the registration of each of AIG Asian Opportunity Fund, L.P. and
            AIAB as a member of the Company and holder of the relevant First
            Subscription Shares credited as fully paid; and

      (e)   the appointment of the relevant nominee of AOF as non-executive
            director of the Company.

(iv)  The Company shall deliver to each of the Investors a duly sealed share
      certificate in respect of the relevant First Subscription Shares
      subscribed by the Investor credited as fully paid and, in particular, one
      share certificate in respect of 468,000 Shares shall be issued to AIG
      Asian Opportunity Fund, L.P., and one share certificate in respect of
      156,000 Shares shall be issued to AIAB.

(v)   The Existing Shareholder shall execute and deliver to the Investors the
      Tax Indemnity.

(vi)  The Company shall execute the Shareholders Agreement, previously executed
      by all the parties thereto, except the Investors, and the Company shall
      deliver certified copies of resolutions of the corporate parties to the
      Shareholders' Agreement approving the execution thereof.

(vii) The Company shall deliver the written undertaking under seal by Mr. Wang
      and Ms. Dong, pursuant to clause 3.1.16 of the Agreement.

(viii) The Company shall procure that all the parties to the Agreement, save the
      Investors, initial each page of the engrossed copies of the Agreement
      (prepared by Dibb Lupton Alsop) at Completion and deliver the same to the
      Investors.

                                     PART II

At completion of the subscription and allotment of the Second Subscription
Shares in respect of each Investor, all and not part of the following business
shall be transacted:

(i)   The Investor shall:

      (a)   deliver to the Company an application for such number of Second
            Subscription Shares as is set opposite its name in column (B) of
            part II of schedule 3 at the Second Subscription Price as calculated
            in accordance with part II of schedule 3;

      (b)   sign and deliver to the Escrow Agent the joint notification,
            previously signed by the Company within 15 Business Days after the
            publication and release of the Company's consolidated audited
            accounts for the 2003 financial year, instructing the Escrow Agent
            to pay the Second Subscription Price as calculated in accordance
            with schedule 3.

(ii)  The Company and the Existing Shareholder shall procure a board meeting of
      the Company be held (or shall deliver a certified true copy of minutes of
      such board meeting) to approve:

      (a)   the issue and allotment to each of the Investors of such number of
            Second Subscription Shares as is set opposite its name in column (B)
            of part II of schedule 3 at the Second Subscription Price as
            calculated in accordance with part II of schedule 3;

      (b)   the issue of a share certificate to each of AIG Asian Opportunity
            Fund, L.P. and AIAB in respect of the relevant Second Subscription
            Shares; and

                                      S6-2

<PAGE>

      (c)   the registration of each of AIG Asian Opportunity Fund, L.P. and
            AIAB as a member of the Company and holder of the relevant Second
            Subscription Shares credited as fully paid.

(iii) The Company shall deliver to each of the Investors a duly sealed share
      certificate in respect of the relevant Second Subscription Shares
      subscribed by the Investor credited as fully paid and, in particular, one
      share certificate in respect of three Shares shall be issued to AIG Asian
      Opportunity Fund, L.P., and one share certificate in respect of one Share
      shall be issued to AIAB.

                                      S6-3

<PAGE>

                                   SCHEDULE 7
                         FORM OF SHAREHOLDERS' AGREEMENT

                          Dated ________ October 2003

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

                           JITTER BUG HOLDINGS LIMITED

   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
                        AIG ASIAN OPPORTUNITY FUND, L.P.

           AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED

                        THE PARTIES LISTED IN SCHEDULE 1

                                   WANG SHUANG

                                    DONG MIN

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

                             SHAREHOLDERS' AGREEMENT

                                   CONCERNING

                             NINETOWNS DIGITAL WORLD
                             TRADE HOLDINGS LIMITED

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

                                DIBB LUPTON ALSOP
                                    Hong Kong

                                 MML.TWL.477-005

                                      S7-1

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.  INTERPRETATION.......................................................    1

2.  BUSINESS OF THE GROUP................................................    6

3.  BOARD CONSTITUTION AND BOARD AND SHAREHOLDERS' MEETINGS..............    6

4.  MATTERS REQUIRING CONSENT OF THE INVESTORS...........................    8

5.  UNDERTAKINGS.........................................................   10

6.  RESTRICTIVE COVENANTS................................................   11

7.  MANAGEMENT AND DIVIDEND..............................................   13

8.  IPO AND FURTHER FINANCING............................................   13

9.  NEW ISSUE AND RIGHT OF FIRST OFFER...................................   14

10. RIGHT OF FIRST REFUSAL...............................................   15

11. CO-SALE RIGHTS.......................................................   17

12. DRAG ALONG RIGHTS....................................................   18

13. ACCESS TO INFORMATION................................................   19

14. COMMENCEMENT AND TERMINATION.........................................   21

15. REPRESENTATIONS AND WARRANTIES.......................................   21

16. CONFIDENTIALITY......................................................   22

17. SEVERABILITY.........................................................   22

18. ENTIRE AGREEMENT.....................................................   23

19. CONFLICT WITH THE CONSTITUTION.......................................   23

20. APPROVAL AND CONSENT.................................................   23

21. AMENDMENTS...........................................................   23

22. FURTHER ASSURANCE....................................................   23

23. TIME OF ESSENCE AND REMEDIES AND WAIVERS.............................   23

24. ASSIGNMENT AND COUNTERPARTS..........................................   23

25. NOTICES AND OTHER COMMUNICATION......................................   24

26. RELATIONSHIP OF PARTIES..............................................   24
</TABLE>

                                      S7-2

<PAGE>

<TABLE>
<S>                                                                         <C>
27. COSTS AND EXPENSES...................................................   24

28. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCEEDINGS...............   24

SCHEDULE 1 ..............................................................   35

SCHEDULE 2 ..............................................................   36

SCHEDULE 3 ..............................................................   37
</TABLE>

                                      S7-3

<PAGE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED

THIS AGREEMENT is made on ________ October, 2003

BETWEEN

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

(2)   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
      AIG ASIAN OPPORTUNITY FUND, L.P., an exempted limited partnership formed
      under the laws of the Cayman Islands having its registered office c/o
      Maples & Calder, PO Box 309, Ugland House, South Church Street, George
      Town, Grand Cayman, Cayman Islands ("AOF");

(3)   AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED, a company
      established under the laws of Bermuda and having its registered office at
      American International Building, 29 Richmond Road, Pembroke, Bermuda HM
      08, Bermuda ("AIAB");

(4)   THE PARTIES LISTED IN SCHEDULE 1;

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

(6)   WANG SHUANG ([Name in Chinese]), of ***********************************
      ("MR. WANG"); and

(7)   DONG MIN ([Name in Chinese]), of **************************************
      ("MS. DONG").

WHEREAS

(A)   The Initial Shareholders and Jitter Bug together hold the entire issued
      capital of the Company, particulars whereof are set forth in schedule 2.

(B)   This Agreement is entered into by the parties for the purposes of
      regulating the business, affairs and management of the Group as from the
      date hereof.

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

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

      "ASSOCIATES"                    means, as to any body corporate, any of
                                      its shareholders, directors and officers,
                                      any other body corporate, unincorporated
                                      entity or person holding more than 20% of
                                      the interests therein or any other body
                                      corporate, unincorporated entity or person
                                      in which it holds more than 20% of the
                                      interests therein

                                      S7-1

<PAGE>

                                      or, as to an individual, any of his
                                      parents, brothers, sisters, issues and
                                      spouse ("RELATIVES") and any company or
                                      trust which may be, directly or
                                      indirectly, Controlled by such individual
                                      (including any company or trust Controlled
                                      by any of his relatives);

      "BOARD"                         means the board of Directors for the time
                                      being of the Company;

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

      "CONFIDENTIAL INFORMATION"      means:

                                      (i)   the particulars of the Company set
                                            out in schedule 2;

                                      (ii)  trade secrets or other confidential
                                            information of any Group Company,
                                            including in particular lists or
                                            details of customers and clients of
                                            any Group Company; and/or

                                      (iii) the proprietary information,
                                            observations and data obtained by a
                                            party during the continuance of this
                                            Agreement concerning the
                                            organization, business, technology,
                                            finance, transactions or affairs of
                                            any Group Company or any other
                                            party;

      "CONSTITUTION"                  means the Memorandum and Articles of
                                      Association of the Company, as amended
                                      from time to time;

      "CONTROL", "CONTROLLED"         means, in relation to a body corporate,
      or "CONTROLLING"                the power of a person directly or
                                      indirectly to secure that the affairs of
                                      such body corporate are conducted in
                                      accordance with the wishes of that person:

                                      (i)   by means of the holding of shares or
                                            the possession of voting power
                                            (either at shareholder level or
                                            director level) in or in relation
                                            to that or any other body corporate;
                                            or

                                      (ii)  by virtue of any powers conferred by
                                            the memorandum and articles of
                                            association or by-laws or other
                                            similar documents regulating that or
                                            any other body corporate;

      "DIRECTOR"                      means any director for the time being of
                                      the Company and where applicable, any
                                      alternate director;

      "DISPOSE"                       means to make or to effect any sale,
                                      assignment, exchange, transfer, or to
                                      grant any option, right of first refusal
                                      or other right or interest whatsoever or
                                      to enter

                                      S7-2

<PAGE>

                                      into agreement for any of the same and the
                                      expression "DISPOSAL" shall be construed
                                      accordingly;

      "ENCUMBRANCE"                   means any mortgage, charge, pledge, lien
                                      (otherwise than arising by statute or
                                      operation of law), hypothecation,
                                      equities, adverse claims, or other
                                      encumbrance, priority or security
                                      interest, over or in any property, assets
                                      or rights of whatsoever nature or interest
                                      or any agreement for any of the same;

      "FOUNDERS"                      means each or any of Jitter Bug, Mr. Wang
                                      and Ms. Dong;

      "GROUP"                         means the Company and its subsidiaries
                                      from time to time;

      "HK$"                           means Hong Kong Dollars, the lawful
                                      currency of Hong Kong;

      "GROUP COMPANY"                 means each or any of the Company and its
                                      subsidiaries;

      "GROUP REORGANISATION"          means the group reorganization involving
                                      the Company acquiring from Mr. Wang and
                                      Ms. Dong or any investment vehicle that is
                                      wholly owned, directly or indirectly, by
                                      Mr. Wang and Ms. Dong, 10% equity
                                      interests in Beijing New Take e-Commerce
                                      Limited and Beijing Ninetowns Times
                                      e-Commerce Limited currently, directly or
                                      indirectly, owned by Mr. Wang and/or Ms.
                                      Dong, in consideration of which Mr. Wang
                                      and/or Ms. Dong or any investment vehicle
                                      wholly owned, directly or indirectly, by
                                      Mr. Wang and/or Ms. Dong, will acquire
                                      interest in the Company through the
                                      issuance by the Company of Shares or
                                      securities, equity interest and/or
                                      warrants, options or loan stock
                                      convertible into Shares without further
                                      payment credited as fully paid and based
                                      on a valuation of the Shares at least
                                      equal to the entry level valuation (that
                                      is, at a pre-money valuation of
                                      US$70,500,000 and a post-money valuation
                                      of US$82,500,000) in respect of the
                                      subscription of Shares by AOF and AIAB
                                      ("REORGANISATION ISSUE");

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

      "INITIAL SHAREHOLDERS"          means the Investors and the parties listed
                                      in schedule 1;

      "INVESTOR"                      means each or either of AOF and AIAB or
                                      its respective assigns;

      "IPO"                           means an initial public offering of Shares
                                      or, as the case may be, the shares of the
                                      relevant entity resulting

                                      S7-3

<PAGE>

                                      from any merger, reorganisation or other
                                      arrangements made by the Company for the
                                      purposes of a public offering;

      "PRC"                           means the People's Republic of China;

      "PRC SUBSIDIARIES"              means the subsidiaries of the Company in
                                      the PRC as at the date hereof, namely
                                      [Name in Chinese] ("BEIJING NEW TAKE
                                      E-COMMERCE LIMITED"), [Name in Chinese]
                                      ("BEIJING NINETOWNS TIMES E-COMMERCE
                                      LIMITED"), [Name in Chinese] ("BEIJING
                                      NINETOWNS DIGITAL TECHNOLOGY CO., LTD."),
                                      and [Name in Chinese] ("SHANGHAI NEW TAKE
                                      DIGITAL TECHNOLOGY CO., LTD."), [Name in
                                      Chinese] ("BEIJING NINETOWNS PORTS
                                      SOFTWARE AND TECHNOLOGY CO., LTD."),
                                      particulars of which are set out in
                                      schedule 3;

      "QUALIFIED IPO"                 means an underwritten IPO on the main
                                      board of the Hong Kong Stock Exchange
                                      covering the offer and sale of Shares
                                      under aforesaid IPO to the public at a
                                      price per share that will generate:

                                      (i)   an absolute return of at least 35%
                                            if the Qualified IPO occurs within
                                            one calendar year of the Completion
                                            Date (as defined in the Subscription
                                            Agreement); or

                                      (ii)  an internal return rate of at least
                                            35% per annum from the Completion
                                            Date,

                                      in US$ terms (net of withholding tax but
                                      including dividend received) on the
                                      Subscription Price per Share paid by the
                                      Investors (as adjusted for any share
                                      splits, dividends, combinations,
                                      recapitalisations and the like), or a
                                      similar IPO on a recognised stock exchange
                                      not within the Hong Kong provided that
                                      such offering in terms of price, offering
                                      proceeds and regulatory approvals is
                                      reasonably equivalent to the aforesaid IPO
                                      in Hong Kong;

      "RMB"                           means Renminbi, the lawful currency of the
                                      PRC;

      "SHARES"                        means any issued shares of the Company;

      "SHAREHOLDERS"                  means any or all of those persons at any
                                      time holding any Shares;

      "SUBSCRIPTION AGREEMENT"        means the share subscription agreement
                                      dated 9 October, 2003 and made between the
                                      Company, the Founders and the Investors;

                                      S7-4

<PAGE>

      "SUBSCRIPTION PRICE"            means the subscription price for Shares
                                      subscribed for and allotted, and paid by
                                      the Investors to the Company, in
                                      accordance with the Subscription
                                      Agreement;

      "SUBSIDIARY BOARDS"             means the boards of directors for the time
                                      being of the subsidiaries of the Company
                                      and a "SUBSIDIARY BOARD" means any of
                                      them; and

      "US$"                           means United States dollars, the lawful
                                      currency of the United States of America.

1.2   In this Agreement:

      1.2.1  references to recitals, clauses and schedules are references to the
             recitals to and clauses of, and the schedules to, this Agreement;

      1.2.2  references to any statutory provision or any rule or regulation
             (whether or not having the force of law) shall be construed as
             references to the same as amended, varied, modified, consolidated
             or re-enacted from time to time and to any subordinate legislation
             made under such statutory provision;

      1.2.3  references to parties are to parties of this Agreement;

      1.2.4  words importing the singular include the plural and vice versa,
             words importing one gender include every gender;

      1.2.5  references to a "COMPANY" shall be construed so as to include any
             company, corporation or other body corporate, wherever and however
             incorporated or established;

      1.2.6  the terms "SUBSIDIARY" and "HOLDING COMPANY" shall bear the same
             meanings as are ascribed to them by section 2 of the Companies
             Ordinance, Cap. 32 of the Laws of Hong Kong at the date hereof;

      1.2.7  references to a "PERSON" or "IT" shall be construed so as to
             include any individual, firm, company, government, state or agency
             of a state or any joint venture, association or partnership
             (whether or not having separate legal personality);

      1.2.8  references to writing shall include any mode of reproducing words
             in a legible and non-transitory form;

      1.2.9  references to times of the day are to Hong Kong time;

      1.2.10 headings to clauses and schedules are for convenience of reference
             only and shall not affect the interpretation of this Agreement;

      1.2.11 the schedules shall form part of this Agreement and shall have the
             same force and effect as if expressly set out in the body of this
             Agreement, and any reference to this Agreement shall include the
             schedules;

      1.2.12 references to payments of money stated in RMB and to be paid in US$
             shall be converted at the rate of RMB8.3:US$1, and references to
             payments of money stated in HK$ and to be paid in US$ shall be
             converted at the rate of HK$7.8:US$1.

                                      S7-5

<PAGE>

1.3   The expression "SHAREHOLDERS" shall, where the context permits, include
      their respective successors, assigns and personal representative (where
      applicable).

2.    BUSINESS OF THE GROUP

2.1   The Group shall not conduct any business or activity other than their
      existing business as a software provider in digital (electronic) B2G
      transactions for import/export purposes, principally engaged in the
      design, research, development, sales and distribution of a series of
      standardized software products in compliance with the formalities of the
      PRC's State Import and Export Commodity Inspection and Quarantine Bureau
      and the provision of digital solutions to other governmental bodies
      including, but not limited to, the Customs General Administration of the
      PRC.

2.2   Any annual business plan, or amendment to an approved business plan
      prepared by or for the Company requiring the approval of the Investors
      shall be carried out by the Company on a best endeavours basis.

3.    BOARD CONSTITUTION AND BOARD AND SHAREHOLDERS' MEETINGS

3.1   The number of persons comprising the Board shall be nine, one of whom will
      be appointed by AOF pursuant to clause 3.2. No change in the Board
      constitution involving an increase or decrease of more than two Directors
      shall be made without the prior written consent of the Investors.

3.2   From the date hereof, AOF shall be entitled, by written notice to the
      Company, to nominate and appoint one person to the Board as a
      non-executive Director. AOF shall be entitled, by written notice to the
      Company to remove the Director nominated by it and nominate and appoint
      another person in his place. AOF shall be responsible for, and hold
      harmless the Company against, any claim made by the Director that is
      nominated and subsequently removed by AOF for wrongful dismissal,
      compensation for loss of office and all outstanding fees or remuneration
      arising out of such removal.

3.3   The Board shall convene a meeting at least once for each quarter of a
      year. The Company shall reimburse to each Director reasonable travelling
      expenses incurred by him for attending meetings of the Board.

3.4   In relation to meetings of the Board, a Director shall be given not less
      than 10 Business Days' written notice of meetings, but any meeting held
      without 10 Business Days' written notice having been given to all
      Directors shall be valid if all the Directors entitled to vote at the
      meeting waive notice of the meeting in writing, and for this purpose, the
      presence of a Director at a meeting shall be deemed to constitute a waiver
      on his part in respect of such meeting. A Director may attend meetings of
      the Board in person, by telephone or by any other electronic means whereby
      all the Directors attending a meeting are able to contemporaneously
      communicate with each other and listen to all deliberations. The quorum of
      any meeting of the Board shall be three Directors present in person by
      telephone or by electronic means, which must include the Director
      nominated by AOF pursuant to clause 3.2.

3.5   The Board shall give not less than 14 Business Days' notice of meetings of
      Shareholders to those persons whose names on the date the notice is given
      appear as Shareholders in the register of members of the Company and are
      entitled to vote at the meeting. The quorum for any meeting of the
      Shareholders shall be three Shareholders present in person or by proxy and
      must include at least one of the Investors.

                                      S7-6

<PAGE>

3.6   Except as specifically provided herein or by applicable laws but otherwise
      subject to clause 4, the management and control of each Group Company
      shall be exercised by the Board and the Subsidiary Boards who shall be
      responsible for the determination of the Group Company's overall policies
      and objects. Notwithstanding anything to the contrary contained in the
      Constitution or as provided by applicable law, none of the Group Companies
      may, without the prior resolution of the Board:

      3.6.1  make any acquisition of or material investment in, or disposition
             of any interest in, any corporation, partnership, limited
             partnership, limited liability company, limited liability
             partnership, joint venture, trust, business trust or other business
             entity which involves a consideration paid to or received by a
             Group Company in excess of US$1,000,000 ("OTHER ENTITY");

      3.6.2  merge, consolidate or combine any Group Company into or with any
             Other Entity which involves a consideration paid or received by a
             Group Company in excess of US$1,000,000;

      3.6.3  create or allow to be created any fixed or floating charge, lien
             (other than a lien arising by operation of law) or other
             Encumbrance over the whole or any part of the undertaking, property
             or assets of the Group, except for the purpose of securing the
             indebtedness of the Group to its bankers for sums borrowed in the
             ordinary and proper course of business;

      3.6.4  give any bond, guarantee, indemnity or suretyship to secure the
             liabilities or obligations of any person other than a Group Company
             and in furtherance of the Group's business interests;

      3.6.5  acquire, sell or dispose of any asset or assets (including
             interests in any Group Company and Associates) unless such
             acquisition, sale or disposition is made in accordance with the
             business plan adopted pursuant to clause 4.1.13 or the value
             thereof, when aggregated with that of all other such acquisition,
             sale or disposition made in any 12 month period, is less than the
             amount of US$1,000,000;

      3.6.6  the creation of, in respect of any member of the Group, any
             borrowings in respect of a single transaction or a series of
             related transactions resulting in a net debt equity ratio of 40% or
             more of the Group;

      3.6.7  enter into or vary any contract or transaction or assume any
             liability which is outside the ordinary course of the business or
             not on arm's length terms or not at market value or which is
             long-term, unusual or onerous;

      3.6.8  make any investment in securities, shares or other equity interest
             in any company or in any business;

      3.6.9  take any interest (whether freehold, leasehold or otherwise) in or
             licence over any real property;

      3.6.10 enter into any transaction or arrangement (including the
             acquisition or disposal of assets or engagement of any service)
             with any Shareholder or any Associates of a Shareholder for the
             payment of any fee, charge or other sum to any such person at the
             request of a Group Company;

      3.6.11 enter into any Director's service agreements or other arrangements
             (except for the existing arrangements illustrated in a pro-forma
             service agreement set out in schedule 4), or replace or vary any
             Director's service agreements or other arrangements by any Group

                                      S7-7

<PAGE>
             Company to provide for remuneration (including, without limitation,
             salary, bonus and other benefits) and/or the payment of any
             monetary sum to the Directors (other than those nominated by any of
             the Investors) which would have the effect of increasing such
             remuneration or payment;

      3.6.12 remove any Director (other than those nominated by any of the
             Investors, in which case the removal shall be effected pursuant to
             clause 3.2);

      3.6.13 establish or vary the powers delegated to any committee of the
             Board for managing the affairs of the Company or any Group Company;

      3.6.14 adopt or make any change in a financial year or appoint or change
             its auditors;

      3.6.15 appoint the chief executive officer or the financial officer of the
             Group;

      3.6.16 introduce, or modify, any management incentive schemes, share
             options and compensation plans that would involve any grant or
             issue (or agreement to grant or issue) of any option, warrant or
             similar rights for shares in any Group Company (including Shares)
             to employees and/or directors of any Group Company; or

      3.6.17 to the extent not otherwise covered by any of the other provisions
             of this clause 3.6, take any of the actions described in clause 4.

4.    MATTERS REQUIRING CONSENT OF THE INVESTORS

4.1   Notwithstanding anything to the contrary contained in this Agreement or
      the Constitution or any applicable law, the Shareholders and the Company
      shall each take all steps necessary to ensure that none of the Group
      Companies shall carry out any of the following actions, and no affirmative
      Board or Shareholder's resolution shall be adopted to approve or carry out
      the same, unless the Director appointed by AOF has or the Investors have,
      as the case may be, voted in the affirmative of such action:

      4.1.1  any amendment, modification or change of any rights, preferences,
             privileges, liabilities or powers of, or any restrictions provided
             for the benefit of, the Shares;

      4.1.2  any action that authorises, creates or issues Shares of any class
             having preferences superior to or on a parity with the Shares,
             whether in terms of voting rights or of dividends or of amounts
             payable in the event of any voluntary or involuntary liquidation or
             distribution of the Company;

      4.1.3  any new issue or new allotment of any shares, securities or equity
             interest in any Group Company that would dilute the respective
             percentage ownership of any shareholder, other than the allotment
             of no more than 117,000 Shares to The Applied Research Council
             contemplated at the date hereof;

      4.1.4  any issue or grant of any warrants, options or similar rights
             conferring on any person a right to acquire any shares, securities
             or equity interest in any Group Company, other than the
             Reorganisation Issue and the allotment of Shares to The Applied
             Research Council referred to in clause 4.1.3;

      4.1.5  any action that reclassifies or converts any issued or outstanding
             shares of the Company into shares having preferences superior to or
             on a parity with the preference or priority of the Shares, whether
             in terms of voting rights or of dividends or of amounts payable in
             the event of any voluntary or involuntary liquidation or
             distribution of the Company;

                                      S7-8

<PAGE>

      4.1.6  any amendment, modification or change of the Constitution, this
             Agreement and/or the memorandum or articles of association or other
             similar documents of any of the Group Companies;

      4.1.7  any merger, sale or consolidation of the Company with one or more
             corporations as a result of which the shareholders of the company
             after such merger, sale or consolidation will not hold securities
             representing a majority of the voting power of the outstanding
             securities of the surviving or resulting company;

      4.1.8  the sale or Disposal of or creation of any Encumbrance over all or
             substantially all of the assets of any Group Company;

      4.1.9  the commencement of liquidation, dissolution, winding up or
             termination of any Group Company or any merger (or any other
             transaction of a similar nature or having a similar economic
             effect) or amalgamation of any Group Company with any other entity;

      4.1.10 any change in the business scope, nature and/or activities of any
             Group Company as set out in clause 2;

      4.1.11 any increase in or reduction of the authorised, issued or
             registered capital (as the case may be) of any Group Company or any
             sale, Disposal or the creation of any Encumbrance in respect of any
             equity interest in any Group Company, other than the Reorganisation
             Issue and the allotment of Shares to The Applied Research Council
             referred to in clause 4.1.3;

      4.1.12 any creation, grant or issue of (or agreement to create, grant or
             issue) any option, warrant or similar rights for shares in any
             Group Company (including Shares) to employees and/or directors of
             any Group Company, other than the grant of any option, warrant or
             similar rights for Shares not exceeding 10% of the aggregate issued
             share capital of the Company as enlarged by the allotment of Shares
             to The Applied Research Council referred to in clause 4.1.3.

      4.1.13 the approval of the annual business plan and/or budget for the
             Group (including the development of such plans) or a material
             change to a business plan and/or budget previously approved;

      4.1.14 any merger, acquisition or disposition of any assets or interests
             whereby the consideration paid or received by a Group Company
             exceeds US$1,000,000;

      4.1.15 enter into or amendment of any contracts for employment which will
             result in such employee receiving in excess of US$100,000 per annum
             by way of salary and benefits;

      4.1.16 borrow any amount, or incur any indebtedness or liability otherwise
             than in the ordinary course of business, or borrow any amount or
             incur any indebtedness or liability in the ordinary course of
             business in excess of an amount of US$2,000,000 in a single
             transaction or a series of related transactions, or on an
             accumulated basis commencing from the date hereof;

      4.1.17 grant any guarantee by the Company;

      4.1.18 grant any loan by the Company in aggregate in excess of US$500,000;

      4.1.19 declare or distribute any dividends, or amend the dividend policy
             of the Company;

                                      S7-9

<PAGE>

      4.1.20 enter into any affiliate or related party transaction (as defined
             in the Hong Kong Statements of Standard Accounting Practice) in the
             aggregate amount of over US$300,000;

      4.1.21 entering into any swap, forward, futures or option transaction that
             is speculative in nature;

      4.1.22 initiate and/or settle any material litigation in the amount over
             US$1,000,000;

      4.1.23 appoint and/or change the Company auditors;

      4.1.24 form any subsidiary(ies), joint ventures and partnerships requiring
             a capital investment by the Group in excess of US$1,000,000;

      4.1.25 expand into new businesses (unless such expansions have previously
             been approved in an annual business plan previously approved by the
             Investors);

      4.1.26 change the size of the Board by more than two board seats after the
             appointment of a non-executive Director representing AOF;

      4.1.27 incur capital expenditure (outside the scope of approved annual
             budget) in excess of 10% of the approved annual budget;

      4.1.28 appoint or remove any of the chief executive officer, the chief
             operating officer and/or the chief financial officer; and/or

      4.1.29 adopt and/or amend or terminate the standard or current employment

             contracts or benefit plans for directors, president, senior vice
             president, vice president, financial controller, deputy financial
             controller, general manager and deputy general manager of the
             Company (including accepting the resignation of such personnel).

5.    UNDERTAKINGS

5.1   For the purpose of assuring to the Initial Shareholders the full benefit
      of the business and goodwill of the Group and as part of the inducement to
      the Investors to enter into the Subscription Agreement, the following
      undertakings are hereby given to the Initial Shareholders.

5.2   The Company undertakes that, and Jitter Bug shall procure that, the
      Company shall not:

      5.2.1 prior to the Group Reorganisation, reduce its beneficial interest
            (whether direct or indirect) in any PRC Subsidiary (other than in
            respect of Shanghai New Take Digital Technology Co., Ltd. in which
            the Company holds a 81% shareholding) to below 90% (and in the case
            of Shanghai New Take Digital Technology Co., Ltd., to below 81%) of
            the registered capital ([Name in Chinese]) of such PRC Subsidiary;
            and

      5.2.2 after the Group Reorganisation, reduce its beneficial interest
            (whether direct or indirect) in any PRC Subsidiary to below 100% of
            the registered capital ([Name in Chinese]) of such PRC Subsidiary,
            other than in respect of Shanghai New Take Digital Technology Co.,
            Ltd. in which the Company shall not reduce its beneficial interest
            (whether direct or indirect) to below 90% of the registered capital
            ([Name in Chinese])

                                     S7-10

<PAGE>

5.3   Mr. Wang and Ms. Dong jointly and severally undertake that, for the period
      commencing from the date hereof and expiring on:

      5.3.1 the date one year from a Qualified IPO; or

      5.3.2 such date as the Investors shall hold less than 312,002 Shares,

            whichever shall occur the latest, they shall not reduce their
            existing equity interests, whether direct or indirect, in the
            registered capital ([Name in Chinese]) of any PRC Subsidiaries in
            which they hold equity interests at the date hereof, save for the
            purpose and only to the extent of the Group Reorganisation, and they
            shall not, after the Group Reorganisation or during such time as
            they hold direct or indirect equity interest in the Company,
            whichever is the earlier, at any time reduce their direct or
            indirect equity interests in the Company.

5.4   The following parties may not sell, transfer or otherwise Dispose of the
      following direct or indirect interests:

      5.4.1 Jitter Bug, in respect of Shares; and

      5.4.2 Mr. Wang and Ms. Dong, in respect of their direct or indirect equity
            interests in any PRC Subsidiaries at the date hereof, or, at any
            time they have a direct or indirect interest in Shares, Shares and
            any security interest acquired through the Reorganisation Issue,

            prior to the expiration of a period of six months commencing from
            the date on which the period in which the Initial Shareholders
            cannot sell, transfer or otherwise Dispose of their Shares referred
            to in clause 5.5 expires, and provided that the period in which the
            Founders are restricted shall not be, in any event, less than six
            months from an IPO.

5.5   As from the date of an IPO, the Initial Shareholders 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 the Investors do not sell, transfer or otherwise Dispose of
      their Shares prior to the expiration of a period of six months after the
      IPO.

5.6   Each of the Founders hereby agree and shall procure that the Company or
      any company at least 90% controlled by it shall be the exclusive entity to
      hold all international trade-related e-government software, and to conduct
      all activities and businesses related thereto. All new projects shall be
      considered first by the Company irrespective of the source and in the
      event that the Company decides against participation, the project may be
      considered by a Group Company but the project may not be taken up or
      injected into a Group Company on terms more favorable than those first
      previously offered to the Company.

5.7   The Company shall forthwith use their best endeavours to register the
      'Ninetowns [Name in Chinese] name and logo as a trade and/or service mark
      in all jurisdictions with all relevant regulatory authorities in respect
      of the business carried on by the Group.

5.8   The Founders and the Company hereby undertake that they shall use their
      best endeavours to procure that the Group Reorganisation shall take place
      prior to an IPO.

5.9   This clause 5 shall survive termination of this Agreement.

6.    RESTRICTIVE COVENANTS

6.1   For the purpose of assuring to the Investors the full benefit of the
      business and goodwill of the Group and as part of the inducement to the
      Investors entering into the Subscription Agreement,

                                     S7-11

<PAGE>

      each of the Founders hereby undertakes to the Company and to each of the
      Investors that, during the Relevant Period and for such period as will
      expire on the later of either (i) two years from the last day of the
      Relevant Period in respect of a Founder, or (ii) such date after the
      Relevant Period at which the Investors hold Shares representing less than
      5% of the share capital of the Company at the date hereof (save that any
      reduction in Shares held by the Investors below the aforesaid 5% threshold
      as a direct result of the Investors being required to participate in a
      Drag Along Sale, that is initiated by other Initial Shareholders, shall be
      ignored and the Investors' shareholding shall be deemed to be 5% for the
      purposes of this clause after such Drag Along Sale) ("RESTRICTION
      PERIOD"), neither it/he nor any of its/his Associates will, whether
      directly or indirectly and either alone or in conjunction with, or on
      behalf of, any other person, firm or company and whether as principal,
      shareholder, director, employee, agent, consultant, partner or otherwise:

      6.1.1 be concerned with, engaged or interested in any business in any
            manner, directly or indirectly, which is in direct competition with
            the business carried on by any Group Company in Hong Kong or in the
            PRC or anywhere in the world ("TERRITORY") at any time during the
            Restriction Period;

      6.1.2 canvass, solicit or approach or cause to be canvassed, solicited or
            approached, any person in any manner in the Territory for orders or
            accept, receive or process any orders from any person who is or has
            been during the Restriction Period a customer or client of any Group
            Company where the orders relate to goods and/or services which are
            competitive with or of the type supplied by any Group Company at any
            time during the Relevant Period or the Restriction Period; or

      6.1.3 solicit or entice away, or endeavour to solicit or entice away, any
            employee or officer of any Group Company.

6.2   For the purpose of assuring to the Initial Shareholders the full benefit
      of the business and goodwill of the Group and as part of the inducement to
      the Initial Shareholders investing in the Group, each of Mr. Wang and Ms.
      Dong hereby undertakes and warrants (as the case may be) to the Company
      and each of the Initial Shareholders that:

      6.2.1 the current scope of business of Beijing Ninetowns Yadi Wall Paper
            Co., Ltd. is not, and will not be expanded into any business that
            would be, in direct competition with the business carried on by the
            Group (from time to time);

      6.2.2 the current scope of business of Beijing Ninetowns Import & Export
            e-Commerce Software Co., Ltd. is not, and will not be expanded into
            any business that would be, in direct competition with the business
            carried on by the Group (from time to time);

      6.2.3 the current scope of business of Beijing Xinchengtong Digital
            Technology Co., Ltd. is not, and will not be expanded into any
            business that would be, in direct competition with the business
            carried on by the Group (from time to time);

      6.2.4 in the event that the Group wishes to expand into a new line of
            business from the date hereof that would being it in competition
            with the business carried on by any of the entities referred to in
            clauses 6.2.1 to 6.2.3, procure that such entity(ies) will all such
            necessary acts and execute all documents to remove itself or
            themselves from being in direct competition with the Group.

6.3   Each undertaking in clauses 6.1 and 6.2 shall be treated as independent of
      the other undertakings so that, if any of them is held to be invalid or
      unenforceable for any reason, the remaining undertakings shall be valid to
      the extent that they are not affected.

                                     S7-12

<PAGE>

6.4   Each Founder hereby expressly acknowledges and declares that it/he has
      duly considered the undertakings set out in clauses 6.1 and 6.2, so far as
      they apply to them, and considers that they are reasonable in the
      circumstances, and warrants and undertakes to each of the Investors that
      it/he shall not challenge or query the validity and enforceability of
      these undertakings.

6.5   Each of the undertakings set out in clauses 6.1 and 6.2 is for the benefit
      of each Investor separately, and any of the Investors may enforce such
      undertakings independently regardless of whether the other Shareholders
      are or intend to enforce such undertakings or have given or intend to give
      any waiver in relation thereof.

6.6   For the purposes of this clause 6, "RELEVANT PERIOD" means, in relation to
      Jitter Bug, the period during which it has any direct or indirect interest
      (legal or beneficial) in the issued share capital of any of the Group
      Companies, and in relation to Mr. Wang and Ms. Dong, the period during
      which he/she is a shareholder, Director, employee and/or has any direct or
      indirect interest (legal or beneficial) in the issued share capital of any
      of the Group Companies.

6.7   For the avoidance of doubt, this clause 6 shall survive termination of
      this Agreement.

7.    MANAGEMENT AND DIVIDEND

7.1   Save as otherwise provided in this Agreement or agreed between the
      parties, the Shareholders shall, and shall procure the Directors nominated
      by them to, exercise their powers and control in relation to the Group
      Companies so as to ensure that each of the Group Companies shall:

      7.1.1 carry on and conduct business and affairs in a proper and efficient
            manner and for its own benefit;

      7.1.2 transact its business on arm's length terms or on terms not less
            favourable than arm's length terms;

      7.1.3 keep proper books of account and therein make true and complete
            entries of all its dealings and transactions of and in relation to
            its business; and

      7.1.4 conduct its business in accordance with all applicable legal
            requirements, including the obtaining of all necessary licences,
            consents and approvals.

7.2   Subject to the circumstances prevailing at the relevant time including, in
      particular, the working capital requirements and the maintenance of
      relevant reserves of the Company (including, without limitation and share
      premium account), the Company shall distribute by way of dividend in
      accordance with the Constitution and subject to the terms of this
      Agreement in respect of each financial year such of its profits as are
      then lawfully available for distribution as shall be resolved by the
      Board.

8.    IPO AND FURTHER FINANCING

8.1   It is the parties' intention that the Company will use its best endeavors
      to complete a Qualified IPO no later than 31 December 2004. The parties
      hereto agree to cooperate in good faith to give effect to such Qualified
      IPO. In particular, Mr. Wang and Ms. Dong will agree to change the names
      of Beijing Ninetowns Yadi Wall Paper Co., Ltd. and/or Beijing Ninetowns
      Import & Export e-Commerce Software Co., Ltd., or any other entities using
      the 'Ninetowns [Name in Chinese] name in which they have any direct or
      indirect interest at the time of application for an IPO, to delete the
      word and/or characters 'Ninetowns [Name in Chinese] if not to do so would
      hinder the Company's application for an IPO.

                                     S7-13

<PAGE>

8.2   The Shareholders are not under any obligation to provide any further
      funding to any of the Group Companies.

9.    NEW ISSUE AND RIGHT OF FIRST OFFER

9.1   Subject always to the Company having first obtained the consent of the
      Investors pursuant to clause 4.1.3 (other than the Reorganisation Issue
      and the allotment of Shares to The Applied Research Council referred to in
      clause 4.1.3), and except as provided in clauses 9.1.1 and 9.1.2 below,
      namely:

      9.1.1 securities issued in consideration of the acquisition by the Company
            of another corporation by merger or purchase of substantially all
            its assets; or

      9.1.2 securities issued pursuant to the consent in writing of all
            Shareholders for the time being,

      the Company shall not authorise, create or issue any Shares or securities
      of any class and will not authorise, issue or grant any options, warrants,
      conversion rights or other rights to purchase or acquire any Shares or
      securities of any class without first offering to the other Shareholders
      the right of first offer described in this clause 9.

9.2   Subject to clause 9.1, each Shareholder shall have a right of first offer
      to purchase and subscribe for an amount of Shares or securities (or any
      options, warrants, conversion rights or other rights to purchase or
      acquire Shares or securities) of the Company of any class or kind which
      the Company proposes to issue ("PRE-EMPTIVE SECURITIES") sufficient to
      maintain such Shareholder's proportionate beneficial ownership interest in
      the Company (on an as-converted, fully diluted basis).

9.3   If the Company wishes to issue any Pre-emptive Securities and after having
      obtained the Investors' consent by way of their affirmative vote or the
      affirmative vote of the AOF nominated Director at the relevant meeting, it
      shall prior to such issue give the Shareholders written notice of the
      proposed issue. The notice shall set forth the terms and conditions of the
      proposed issue (including the number of Pre-emptive Securities to be
      offered and the price, if any, for which the Company proposes to offer
      such Pre-emptive Securities), and such notice shall constitute an offer to
      issue the Pre-emptive Securities to the Shareholders on such terms and
      conditions.

9.4   The Shareholders may accept such offer by delivering a written notice of
      acceptance ("ACCEPTANCE NOTICE") to the Company within 14 days after
      receipt of the notice of the Company of the proposed issue. Any
      Shareholder exercising its right of first offer shall be entitled to
      participate in the purchase and subscription of Pre-emptive Securities on
      a pro rata basis to the extent necessary to maintain such Shareholder's
      proportionate beneficial ownership interest in the Company (such
      Shareholder's "PRO RATA PORTION") (and for purposes of determining such
      Shareholder's Pro Rata Portion, any Shareholder shall be treated as owning
      that number of Shares into which any outstanding convertible shares may be
      converted and for which any outstanding options may be exercised). The
      Shareholders shall have the right of oversubscription such that if any
      Shareholder fails to purchase or does not accept its Pro Rata Portion, the
      other Shareholders shall, among them, have the right to purchase up to the
      balance of the Pre-emptive Securities not so purchased. The right of
      oversubscription may be exercised by a Shareholder by notifying the
      Company of its desire to purchase more than its Pro Rata Portion. If, as a
      result thereof, such oversubscription exceeds the total number of
      Pre-emptive Securities available in respect of such oversubscription
      privilege, the oversubscribing Shareholders shall be cut back with respect
      to their oversubscriptions on a pro rata basis in accordance with their
      respective Pro Rata Portion or as they may otherwise agree among
      themselves.

                                     S7-14

<PAGE>

9.5   The Company shall, in writing, inform promptly each Shareholder which
      elects to purchase its Pro Rata Portion of Pre-emptive Securities of any
      other Shareholders' failure to do so.

9.6   If any Shareholder who elects to exercise its right of first offer does
      not complete the purchase and subscription of such Pre-emptive Securities
      within 14 days after delivery of its Acceptance Notice to the Company,
      such Shareholder shall be deemed to have withdrawn its/his offer to
      purchase and subscribe for such Pre-emptive Securities and the Pre-emptive
      Securities the subject of such withdrawn offer shall be immediately
      reoffered to the Shareholders (excluding the withdrawing Shareholder) in
      accordance with clause 9.2.

9.7   If the Company does not complete the issue of the Pre-emptive Securities
      within such 60 day period, the right of first offer provided in this
      clause 9 in respect of such Pre-emptive Securities shall be deemed to be
      revived and the Pre-emptive Securities shall not be offered to any person
      unless first reoffered to the Shareholders in accordance with clause 9.2.

9.8   Pre-emptive Securities may only be offered to third parties if the
      provisions of this clause 9 have been complied with and not all
      Pre-emptive Securities have been subscribed for by the Shareholders, in
      which case such available Pre-emptive Securities shall be offered to third
      parties on terms no more favourable than those offered to the Shareholders
      and such allotment shall occur no more than 30 days from the date when it
      was determined that all Pre-emptive Securities would not be taken by the
      Shareholders.

9.9   Notwithstanding anything herein contained, no Pre-emptive Securities shall
      be issued by the Company to any person ("NEW SHAREHOLDER") who is not
      already a Shareholder without the New Shareholder having executed a deed
      of adherence agreeing to be bound by the terms of this Agreement prior to
      becoming a Shareholder.

10.   RIGHT OF FIRST REFUSAL

10.1  Subject to clauses 5.3 and 5.4 and excepting any transfers of Shares:

      10.1.1 pursuant to the relevant provisions regarding the various price
             adjustment mechanisms as are contained in the respective agreements
             for the sale and purchase of Shares between the relevant Initial
             Shareholders and Jitter Bug (provided always that Jitter Bug may
             not reduce its shareholding in the Company at any time to below
             60%), or

      10.1.2 to Mr. Wang and/or Ms. Dong, or any investment vehicle that is
             wholly owned, directly or indirectly, by Mr. Wang and Ms. Dong,
             pursuant to the Group Reorganisation under which the aggregate
             Shares to be transferred to Mr. Wang and/or Ms. Dong, or any
             investment vehicle that is wholly owned, directly or indirectly, by
             Mr. Wang and Ms. Dong, will not in aggregate exceed 10% of the
             issued share capital of the Company as enlarged by the allotment of
             Shares to The Applied Research Council referred to in clause 4.1.3,

      before any Shares may be sold or otherwise transferred or Disposed of by
      any Shareholder (other than the Initial Shareholders) (including transfer
      by gift, operation of law or other involuntary transfer, such as
      liquidation), the Initial Shareholders shall have a right of first refusal
      ("RIGHT OF FIRST REFUSAL") to purchase such Shares ("OFFERED SHARES") in
      accordance with the terms of this clause 10.

                                     S7-15

<PAGE>

10.2  Before the transfer of any Offered Shares, the selling Shareholder (other
      than the Initial Shareholders) ("TRANSFEROR") shall deliver to the Company
      and the Initial Shareholders a written notice ("TRANSFER NOTICE") stating:

      10.2.1 the Transferor's intention to sell or otherwise transfer or Dispose
             of such Offered Shares;

      10.2.2 the name of each proposed purchaser or other transferee ("PROPOSED
             TRANSFEREE");

      10.2.3 the number of Offered Shares to be transferred to each Proposed
             Transferee; and

      10.2.4 the cash price and/or other consideration for which the Transferor
             proposes to transfer the Offered Shares (or in the event of a
             transfer which by its nature will not result in any cash or other
             consideration being paid, at the appraised value of the Offered
             Shares as determined by the Company's independent public
             accountants) ("OFFERED PRICE").

      The Transfer Notice shall constitute an irrevocable offer by the
      Transferor to sell the Offered Shares at the Offered Price to the Initial
      Shareholders.

10.3  10.3.1 Each Initial Shareholders shall have the right, upon notice to the
             Transferor at any time within 14 Business Days after receipt of the
             Transfer Notice ("PURCHASE RIGHT PERIOD") to purchase up to its Pro
             Rata Share of all or any of such Offered Shares at the Offered
             Price and on the same terms (or terms as similar as reasonably
             possible) on which the Transferor is proposing or is to Dispose of
             such Offered Shares, and the Transferor shall, upon receipt of the
             notice of purchase from the Initial Shareholder, sell such Offered
             Shares to the Initial Shareholder pursuant to such terms. In
             respect of an Initial Shareholder, his "PRO RATA SHARE" for the
             purposes of this clause shall mean the ratio of (i) the number of
             Shares held by such Initial Shareholder (as for any Shares, on an
             as-converted, fully diluted basis) bears to (ii) the total number
             of Shares (on an as-converted, fully diluted basis) held by the
             Initial Shareholders.

      10.3.2 The Transferor shall grant to the Initial Shareholders the right of
             oversubscription such that if any Initial Shareholder fails to
             purchase any or up to its Pro Rata Share, the other Initial
             Shareholders shall have the right to purchase up to the balance of
             the Offered Shares not so purchased. Such right of oversubscription
             may be exercised by the Initial Shareholder by notifying the
             Transferor of its desire to purchase more than its Pro Rata Share.

      10.3.3 Upon expiration of the Purchase Right Period, the Transferor will
             provide notice to the Initial Shareholders as to whether or not the
             Right of First Refusal has been exercised by the Initial
             Shareholders ("EXPIRATION NOTICE").

10.4  If any of the Offered Shares proposed in the Transfer Notice to be
      transferred are not purchased by the Initial Shareholders, then after the
      issue of the Expiration Notice and subject to the co-sale rights set forth
      in clause 11, the Transferor may sell or otherwise transfer or Dispose of
      such Offered Shares which have not been purchased to the Proposed
      Transferee(s) at the Offered Price or at a higher price, provided that
      such sale or other transfer shall be completed and consummated no sooner
      than five Business days and no later than 60 days after the date of the
      Expiration Notice and provided further that the Proposed Transferee(s)
      executes a deed of adherence confirming that the provisions of this
      Agreement shall continue to apply to the Proposed Transferee(s) and to the
      Offered Shares that are transferred to such Proposed Transferee(s). If the
      Offered Shares described in the Transfer Notice are not transferred to the
      Proposed Transferee(s) within such 60 day period, the Transferor will not
      transfer or Dispose of any Offered Shares unless such securities are first
      re-offered to the Initial Shareholders in accordance with this clause 10.

                                     S7-16
<PAGE>

11.      CO-SALE RIGHTS

11.1     Each Initial Shareholder shall have the right to participate, on a pro
         rata basis, in any sale or Disposal by Shareholders (other than the
         Initial Shareholders) to a Proposed Transferee upon the same terms and
         conditions as set forth in the Transfer Notice, subject to the terms
         and conditions set forth in this clause 11. An Initial Shareholder
         shall exercise its right by delivering to the Transferor, within five
         Business Days after receipt of the Expiration Notice, written notice of
         its intention to participate, specifying the number of Shares such
         Initial Shareholder desires to sell to the Proposed Transferee. At the
         closing of the transaction, such Initial Shareholder shall deliver one
         or more certificates representing the number of Shares which such
         Initial Shareholder elects to sell hereunder together with instruments
         of transfer and other documents necessary for transfer of such Shares
         to the Proposed Transferee, and the Transferor shall pay to such
         Initial Shareholder a pro rata amount of the purchase price received
         from the Proposed Transferee as corresponds to the number of Shares
         sold by such Initial Shareholder as a proportion of the total number of
         Shares sold to the Proposed Transferee. Each Initial Shareholder shall
         have the right to sell up to that number of Shares equal to the product
         of (1) the number of Offered Shares multiplied by (2) a fraction, the
         numerator of which is the number of Shares owned by such Initial
         Shareholder, and the denominator of which is the sum of (i) the number
         of Shares held by the Transferor after any exercise of the Right of
         First Refusal by the Initial Shareholders and (ii) the number of Shares
         held by all the Initial Shareholders electing to sell Shares pursuant
         to this clause. In the event that the Proposed Transferee desires to
         purchase a number of Shares different from the amount of the Offered
         Shares, the amount that the Proposed Transferee desires to purchase
         shall be substituted for Offered Shares in the above equation for the
         purpose of determining each Initial Shareholder's participation rights.
         If none of the Initial Shareholders elect to participate in the sale of
         the Offered Shares subject to the Transfer Notice, the Transferor may
         complete the transfer of the Offered Shares covered by the Transfer
         Notice in accordance with clause 10.4. Any proposed transfer on terms
         and conditions more favourable than those described in the Transfer
         Notice, as well as any subsequent proposed transfer of any of the
         Offered Shares by the Transferor, shall again be subject to the co-sale
         rights of the Initial Shareholders and shall require compliance by the
         Transferor with the procedures described in this clause 11.

11.2     To the extent that any Proposed Transferee prohibits such assignment or
         otherwise refuses to purchase Shares from any Initial Shareholder
         exercising its rights of co-sale under this clause 11, the Transferor
         shall not sell to the Proposed Transferee any Shares unless and until,
         simultaneously with such sale or transfer, such Proposed Transferee
         shall purchase such Shares from such Initial Shareholder on the same
         terms and conditions specified in the Transfer Notice.

11.3     The exercise or non-exercise of the right to participate under this
         clause 11 with respect to a particular sale or Disposal by a
         Shareholder (other than the Initial Shareholders) shall not adversely
         affect any Initial Shareholder's right to participate in subsequent
         sales or Disposals by a Shareholder (other than the Initial
         Shareholders) pursuant to this clause 11.

11.4     Save as provided in this Agreement, Jitter Bug may not, without the
         prior written consent of the Investors, Dispose of its beneficial
         interest in Shares or shares held directly or indirectly in the share
         capital or equity interest of any Group Company. If a Founder is the
         Transferor under clause 10, clause 11.1 shall be subject to the Initial
         Shareholders' right to transfer or Dispose of Shares held in their
         respective names in priority to the Shares to be transferred or
         Disposed of by the Founder as Transferor and each Initial Shareholder
         may transfer or Dispose of up to that number of Shares equal to the sum
         of (1) the number of Offered Shares multiplied by (2) a fraction, the
         numerator of which is the number of Shares owned by such Initial
         Shareholder, and the denominator of which is the number of Shares held
         by all the Initial Shareholders electing to sell Shares pursuant to
         clause 11.1. Any sale, assignment or other transfer or Disposal of
         Offered Shares by the Founder contrary to the provisions of this
         Agreement hereof shall be null and void,

                                     S7-17
<PAGE>

         and the Proposed Transferee shall not be recognised by the Company as
         the holder or owner of the Offered Shares purported to be sold,
         assigned, or transferred for any purpose (including, without
         limitation, voting or dividend rights), unless and until the Founder
         has satisfied the requirements of this Agreement with respect to such
         Disposal. The Founder shall provide the Company and the Investors with
         written evidence that such requirements have been met or waived prior
         to consummating any sale, assignment, transfer or other Disposal of
         securities, and no Shares shall be transferred on the books of the
         Company until such written evidence has been received by the Company
         and the Investors or the Disposal of the Shares is consented to by the
         Investors in writing.

11.5     The certificates evidencing the Shares of the Company shall bear, in
         addition to any other legend required under the applicable laws, the
         following legend:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         RIGHTS, INCLUDING RESTRICTIONS ON TRANSFER, AS SET FORTH IN A
         SHAREHOLDERS' AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE
         ISSUER AND CERTAIN SHAREHOLDERS OF THE ISSUER."

11.6     The legend referred to in clause 11.5 shall be removed upon termination
         of this Agreement.

12.      DRAG ALONG RIGHTS

12.1     If there is no Qualified IPO by 31 December 2004, Initial Shareholders
         singly or together representing 50% or more of the Shares held by the
         Initial Shareholders at the date hereof as set out in schedule 2 hereof
         may, at any time after 31 December 2004 and after having notified and
         requested the other Initial Shareholders in writing to join it/them
         (and other Initial Shareholders may accept such invitation within three
         Business days of receipt of the notice and request by way of written
         notice to the addressors of the notice and request) in the exercise of
         their Drag Along Rights, propose to sell all their Shares ("DRAG ALONG
         SHAREHOLDERS") to any interested buyer ("TRANSFEREE") of their choice
         ("DRAG ALONG SALE"). The Drag Along Shareholders may, at their option,
         require all the other Shareholders ("REMAINING SHAREHOLDERS") to sell
         such amount of their respective Shares representing at least 51% of the
         effective interests in the PRC Subsidiaries via the Company (comprising
         all the Shares held by the Drag Along Shareholders and pro-rata amounts
         of Shares held by the Remaining Shareholders) to the Transferee by
         delivering to the Company and the Remaining Shareholders written notice
         of their decision to compel the Remaining Shareholders to sell such
         amount of their respective Shares and participate in the Drag Along
         Sale ("DRAG ALONG NOTICE") on the same terms and conditions as the Drag
         Along Sale, save only the identity of the transferor. The Remaining
         Shareholders shall be required to participate in the Drag Along Sale on
         the terms and conditions set forth in the Drag Along Notice and to
         tender such amount of their respective Shares, as set forth below.

12.2     Where there is more than one interested buyer, the Transferee shall be
         the Buyer that offers the highest purchase price for Shares on terms
         satisfactory to the Investors.

12.3     Each of the Remaining Shareholders required to participate in the Drag
         Along Sale shall:

         12.3.1   against payment of the consideration for the Shares by the
                  Transferee, deliver to the Transferee the transfer documents
                  and certificate(s) representing such amount of their
                  respective Shares that such Remaining Shareholder is selling
                  in the Drag Along Sale on or before the completion of the Drag
                  Along Sale;

         12.3.2   collect directly from the Transferee the consideration to be
                  paid for the Shares he is selling in the Drag Along Sale; and

                                     S7-18
<PAGE>

         12.3.3   co-operate in good faith to complete the Drag Along Sale to
                  such Transferee hereunder.

12.4     In the event that any of the Remaining Shareholders should fail to
         deliver such transfer documents and certificate(s) to such Transferee,
         any Director is hereby authorised to execute and deliver the necessary
         transfer documents on that Remaining Shareholder's behalf and the
         Company may receive the purchase money in trust for the Remaining
         Shareholder (which shall be paid into a separate bank account in the
         Company's name) and cause the Transferee to be registered as the holder
         of such Shares.

12.5     The receipt by the Company of the purchase money shall be a good
         discharge to the Transferee (who shall not be bound to see the
         application thereof) and after the Transferee has been registered in
         purported exercise of the aforesaid powers the validity of the
         proceedings shall not be questioned by any person.

12.6     Any Shareholder who is the subject of a Drag Along Sale shall use all
         reasonable efforts to sell the respective required number of Shares in
         the Drag Along Sale in compliance with all applicable laws, without
         limitation, within 60 days from the delivery of the Drag Along Notice.

12.7     Promptly after the completion of the Drag Along Sale, the Drag Along
         Shareholders shall:

         12.7.1   give notice thereof to the Company, and

         12.7.2   furnish such other evidence of the completion and time of
                  completion of such Drag Along Sale and the terms thereof as
                  may be reasonably requested by the Company.

12.8     Each of the Remaining Shareholders represents and warrants in favour of
         the Transferee at the date of completion of the Drag Along Sale that:

         12.8.1   the Shares being sold by them will be free of all liens,
                  charges and encumbrances; and

         12.8.2   they are the legal owners of such Shares,

         provided that any Remaining Shareholder who is an Initial Shareholder
         shall not be required to make any representation or warranty to the
         Transferee other than as set out in clauses 12.8.1 and 12.8.2,
         regardless of any requirements to the contrary stipulated in the Drag
         Along Notice.

12.9     There shall be no liability on the part of the Drag Along Shareholders
         to any of the Remaining Shareholders if the Drag Along Sale is not
         completed for whatever reason.

12.10    Prior to the completion of the drag Along Sale, the Transferee shall
         execute a deed of adherence agreeing to be bound by the terms of this
         Agreement.

13.      ACCESS TO INFORMATION

13.1     As from the date hereof, the Company shall and the Founders shall
         procure the Company to deliver to each Initial Shareholder all
         information and documentation (financial or otherwise) which is
         provided to a Director, which shall, without limitation, include the
         following documents:

         13.1.1   audited consolidated annual management accounts within 120
                  days after the end of each financial year, audited by a "Big
                  4" accounting firm of the Company's choice;

         13.1.2   unaudited consolidated annual management accounts of each
                  Group Company within 45 days after the end of each financial
                  year;

                                     S7-19
<PAGE>

         13.1.3   annual business plan, annual budget and protected financial
                  statements relating to each Group Company at least 30 days
                  prior to its financial year end;

         13.1.4   monthly consolidated management accounts, including without
                  limitation, the income statement, balance sheet and cash flow
                  of the Company, within 20 days of the end of each month; and

         13.1.5   such other operating statistics and other trading and
                  financial information in such form as the shareholders may
                  require in order for them to be kept properly informed about
                  the Company's interest and to generally protect their
                  respective interests.

         All the financial statements referred to in clauses 13.1.1 to 13.1.5
         above shall be prepared in conformance with Hong Kong accounting
         standards and shall include a balance sheet, profit and loss accounts,
         income statements and statement of cash flows and all directors' notes
         thereto.

13.2     Each Initial Shareholder shall have the right to discuss the business,
         operations and management and other matters of Group Companies with
         their directors, officers, employees, accountants, legal counsel and
         investment bankers during normal business hours.

13.3     The Company shall provide the Initial Shareholder with an opportunity
         to discuss and review the management accounts within 30 days of receipt
         by them.

13.4     Notwithstanding the consummation of an IPO, the Company shall, and the
         Founders shall procure that the Company will, for a period of three
         years following such IPO, deliver to each Investor copies of all
         annual, interim and/or quarterly reports to shareholders, and all other
         filings required to be made with the Securities and Futures Commission
         of Hong Kong and/or any other applicable regulatory, securities
         exchange or governmental authorities so long as the Investors remain as
         the Shareholders. This clause 13.4 shall survive the termination of
         this Agreement.

13.5     The Company shall retain an internationally recognized accounting firm
         to determine for each fiscal year of the Company whether the Company or
         any Group Company is a "controlled foreign corporation," a "passive
         foreign investment company" or a "foreign personal holding company," in
         each case within the meaning of the US Internal Revenue Code, and to
         assist the Company in satisfying the covenants contained in this clause
         13.5. Promptly after the end of each fiscal year, the Company shall
         provide to the Investors a written report by such accounting firm
         setting forth in reasonable detail such accounting firm's determination
         for such fiscal year. In the event that the Investors do not receive
         such report from the Company within 90 days from the end of a fiscal
         year, the Company shall be deemed to have represented to the Investors
         that it was not a "controlled foreign corporation", a "passive foreign
         investment company", or a "foreign personal holding company", in each
         case within the meaning of the US Internal Revenue Code, for that
         fiscal year.

13.6     If the Company constitutes a "passive foreign investment company" for
         any taxable year, the Company shall provide the Investors with any
         statement (including a "Passive Foreign Investment Company Annual
         Information Statement"), certificate or information necessary in order
         for the Investors or the direct or indirect investors in an Investor to
         timely and properly (i) make a "qualified elective fund" election,
         within the meaning of the US Internal Revenue Code, for the Company,
         and (ii) comply with the reporting requirements applicable to an
         investor that makes such a "qualified elective fund" election. The
         Company shall not elect to determine the value of its assets under the
         provisions of Section 1297(f)(2)(B) of the US Internal Revenue Code
         without the consent of the Investors.

13.7     The Company shall promptly furnish to the Investors information
         reasonably requested to enable the Investors or the direct or indirect
         investors of an Investor to comply with any tax reporting

                                     S7-20
<PAGE>

         requirements with respect to the acquisition, ownership, or disposition
         of, and income attributable to, any Shares held by such Investor,
         including, without, limitation, such information as may be reasonably
         requested by any Investor to complete (or to provide information to
         others to complete) US federal, state or local income tax returns,
         including, without limitation, with respect to the status of the
         Company or any Group Company as a "controlled foreign corporation" a
         "passive foreign investment company" or a "foreign personal holding
         company" in each case within the meaning of the US Internal Revenue
         Code, or to provide information to taxing authorities or to investors
         in any Investor with respect to such matters. The Company hereby
         undertakes to keep, for so long as may be reasonably requested by the
         Investors, such documentation supporting such tax-related information
         supplied to the Investors as provided herein.

13.8     The Company shall use its best efforts to operate in a manner that
         prevents the Company from constituting a "controlled foreign
         corporation" a "passive foreign investment company" or a "foreign
         personal holding company" in each case within the meaning of the US
         Internal Revenue Code.

14.      COMMENCEMENT AND TERMINATION

14.1     This Agreement shall take effect and become legally binding on the
         parties immediately upon execution.

14.2     For the avoidance of doubt, the parties hereto agree to terminate this
         Agreement (save for such provisions thereof as are intended to continue
         after an IPO) 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.

14.3     This Agreement shall terminate in relation to any Shareholder after
         such Shareholder shall have ceased to be a shareholder of the Company.

14.4     Termination of this Agreement shall not release any party from any
         liability which at the time of termination has already accrued to the
         other parties or any liability arising or maturing after such
         termination as a result of any breach, omission committed or omitted
         prior to such termination.

15.      REPRESENTATIONS AND WARRANTIES

15.1     Each party enters into this Agreement on the basis of, and in reliance
         on, the following representations and warranties made by each party:

         15.1.1   that it/he has the power and authority to enter into and
                  perform this Agreement;

         15.1.2   this Agreement constitutes, or will constitute when executed,
                  valid, legal and binding obligations on it/him in the terms of
                  the agreement; and

         15.1.3   compliance with the terms of this Agreement will not breach or
                  constitute a default under any:

                  (a)      agreement or instrument to which that party is a
                           party or by which they are bound; or

                                     S7-21
<PAGE>

                  (b)      order, judgment, decree or other restriction
                           applicable to that party.

15.2     The Founders jointly and severally represent and warrant that
         immediately on signing this Agreement, the information and particulars
         of the shareholdings in the Company set out in schedule 2 is true and
         correct.

16.      CONFIDENTIALITY

16.1     Each of the Parties shall not disclose, divulge or communicate to any
         party that is not a party to this Agreement, nor to any other
         unauthorised person or use for its/his own account, or through any
         failure to exercise all due care and diligence cause, or permit, any
         unauthorised disclosure of, any Confidential Information unless and to
         the extent that the Company and every other party has given their prior
         written consent for disclosure, or may, subject to any practicable
         arrangements to protect confidentiality, disclose such matters to the
         extent required by applicable laws or governmental regulations or
         judicial or regulatory process or in connection with any judicial
         process or arbitration regarding any legal action, suit or proceeding
         arising out of or relating to this Agreement or in connecting with any
         proposed sale of the Party's interest in the Company.

16.2     For the purposes of this clause 16 the expression "PARTY" shall
         include, where such party is a corporation, all companies Controlled
         by, or under common Control with, that party and the employees or
         agents of that party and of such subsidiary or controlled companies.

16.3     This clause 16 shall not apply to disclosure by (A) the Investors to
         (i) any investor or shareholder of either of the Investors, (ii) any
         member of the AIG group of companies ("AIG GROUP"), (iii) any fund
         managed or advised by the AIG Group, (iv) any investment manager or
         adviser that manages or advises an AIG fund, (v) potential investors in
         a fund managed or advised by the AIG Group, (vi) any potential investor
         in the Company (whether by way of the purchase of Shares held by the
         Investors or the subscription of new Shares), (vii) their legal
         advisers, (viii) accountants or auditors or (ix) banks or other
         financial institutions; and (B) the professional advisers to the
         Company including, but not limited to, its financial advisers, legal
         advisers, auditors and bankers.

17.      SEVERABILITY

17.1     If at any time any one or more provisions hereof is or becomes invalid,
         illegal, unenforceable or incapable of performance in any respect, the
         validity, legality, enforceability or performance of the remaining
         provisions hereof shall not thereby in any way be affected or impaired,
         and this Agreement shall be construed as if such invalid, illegal or
         unenforceable provision had never been contained herein.

17.2     If any provision of this Agreement is so found to be invalid or
         unenforceable but would be valid or enforceable if some part of the
         provision were deleted, the provision in question shall apply with such
         modification(s) as may be necessary to make it valid and enforceable.

17.3     The parties agree, in the circumstances referred to in clause 17.1, and
         if clause 17.2 does not apply, to attempt to substitute for any invalid
         or unenforceable provision a valid and enforceable provision which
         achieves to the greatest extent possible the same effect as would have
         been achieved by the invalid or unenforceable provision. The
         obligations of the parties under any invalid or unenforceable provision
         of this Agreement shall be suspended while an attempt at such
         substitution is made.

                                     S7-22
<PAGE>

18.      ENTIRE AGREEMENT

         This Agreement and, in relation to each Shareholder, the share
         subscription agreement between, inter alia, the Shareholder and the
         Company constitutes the entire agreement and understanding between the
         parties in connection with the subject matter of this Agreement and
         supersedes all previous proposals, representations, warranties,
         agreements or undertakings relating thereto whether oral, written or
         otherwise and no party hereto has relied or is entitled to rely on any
         such proposals, representations, warranties, agreements or
         undertakings.

19.      CONFLICT WITH THE CONSTITUTION

         In the event of any conflict between the provisions of the Agreement
         and the terms of the Constitution, the provisions of this Agreement
         shall prevail and, if any of the parties hereto shall so require, the
         Constitution shall be revised so as to reflect the provisions of this
         Agreement.

20.      APPROVAL AND CONSENT

20.1     Where this Agreement expressly requires a party to obtain the other
         party's consent, the party whose consent is required may, in its
         absolute discretion:

         20.1.1   give any approval or consent under this Agreement
                  conditionally or unconditionally; or

         20.1.2   withhold that approval or consent.

21.      AMENDMENTS

         This Agreement may not be modified or varied except by an instrument in
         writing signed by all the parties hereto or their duly authorized
         representative.

22.      FURTHER ASSURANCE

         Each of the parties hereto undertakes with each of the others to do all
         things reasonably within his power which are necessary or desirable to
         give effect to the spirit and intent of this Agreement.

23.      TIME OF ESSENCE AND REMEDIES AND WAIVERS

23.1     Time shall be of the essence of this Agreement.

23.2     No delay or omission by any party in exercising any right, power or
         remedy provided by law or under this Agreement shall:

         23.2.1   affect that right, power or remedy; or

         23.2.2   operate as a waiver of it.

23.3     The single or partial exercise of any right, power or remedy provided
         by law or under this Agreement shall not preclude any other or further
         exercise of it or the exercise of any other right, power or remedy.

24.      ASSIGNMENT AND COUNTERPARTS

24.1     This Agreement shall be binding on and shall enure for the benefits of
         the successors and assigns of the parties hereto.

                                     S7-23
<PAGE>

24.2     Each of the Shareholders may assign and transfer its rights, benefits
         and obligations of and in this Agreement, in conjunction with the
         transfer of its Shares, to a company which is its subsidiary or a
         subsidiary of the holding company of it and each Investor may assign
         such rights, benefits and obligations to any member of the AIG Group
         and/or any fund managed or advised by the AIG Group in conjunction with
         the transfer of its Shares. Save as aforesaid, and save as provided
         herein, no party hereto may assign or transfer any of his or its rights
         or obligations under this Agreement.

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

25.      NOTICES AND OTHER COMMUNICATION

         Any notice or other communication to be given under this Agreement
         shall be in writing and may be sent by post or delivered by hand or
         given by facsimile or by courier to the address or fax number from time
         to time designated, the initial address and fax number so designated by
         each party being set out in schedule 3. Any such notice or
         communication shall be sent to the party to whom it is addressed and
         must contain sufficient reference and/or particulars to render it
         readily identifiable with the subject matter of this Agreement. If so
         delivered by hand or given by facsimile such notice or communication
         shall be deemed received on the date of despatch and if so sent by post
         (or, if sent to an address outside of Hong Kong, so sent by courier)
         shall be deemed received three Business Days after the date of despatch
         (in the case of local mail) and five Business Days after the date of
         despatch (in the case of overseas registered/certified mail).

26.      RELATIONSHIP OF PARTIES

         Nothing in this Agreement is intended to or shall operate to create a
         partnership or joint venture of any kind between the parties, or to
         authorise any party to act as agent for the other, and no party shall
         have authority to act in the name or on behalf of or otherwise to bind
         any other party in any way, including but not limited to the making of
         any representation or warranty, the assumption of any obligation or
         liability and the exercise of any right or power.

27.      COSTS AND EXPENSES

         Each party shall bear its own costs and expenses (including legal
         expenses) in respect of the transactions contemplated by this Agreement
         and all other expenses for the implementation of such transactions.

28.      GOVERNING LAW, JURISDICTION AND SERVICE OF PROCEEDINGS

28.1     This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong and the parties irrevocably submit to the
         non-exclusive jurisdiction of the Hong Kong courts in respect of this
         Agreement.

28.2     Nothing contained in this clause shall limit the right of any party to
         take any suit, action or proceedings arising under this Agreement
         against any of the other parties in any other court of competent
         jurisdiction, nor shall the taking of any suit, action or proceedings
         arising under this Agreement in any one or more jurisdictions preclude
         the taking of any suit, action or proceedings arising under this
         Agreement in any other jurisdiction, whether concurrently or not, to
         the extent permitted by the law of that jurisdiction.

28.3     Each of the parties hereto hereby irrevocably authorizes and appoints
         the agent described in the second column in schedule 3 opposite its
         name (or such other person being resident of or

                                     S7-24
<PAGE>

         incorporated in Hong Kong as it may by notice to the other parties
         substitute) to accept service of all legal process arising out of or in
         connection with this Agreement and service on such agent (or such
         substitute) shall be deemed to be service on the party concerned.

IN WITNESS whereof the parties executed this Agreement the day and year first
above written.

                                     S7-25
<PAGE>


SIGNED by                                   )
For and on behalf of                        )
Jitter Bug Holdings Limited                 )
in the presence of:                         )

                                     S7-26
<PAGE>

SIGNED by                                   )
AIG Asian Opportunity G.P., L.L.C.          )
in its capacity as general partner for      )
AIG Asian Opportunity Fund, L.P.            )
in the presence of:                         )

SIGNED by                                   )
For and on behalf of                        )
American International Assurance            )
Company (Bermuda) Limited                   )
in the presence of:                         )

                                     S7-27
<PAGE>

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

SIGNED by Wang Shuang                       )
in the presence of:                         )

SIGNED by Dong Min                          )
in the presence of:                         )

                                     S7-28
<PAGE>

SIGNED by                                   )
For and on behalf of                        )
Ever Praise Holdings Limited                )
in the presence of:                         )

                                     S7-29
<PAGE>

SIGNED by                                   )
For and on behalf of                        )
Titan I Venture Capital Co., Ltd.           )
in the presence of:                         )

SIGNED by                                   )
For and on behalf of                        )
Titan II Venture Capital Co., Ltd.          )
in the presence of:                         )

                                     S7-30
<PAGE>

SIGNED by                                   )
For and on behalf of                        )
CFM Investments Limited-CFM                 )
Greater China Fund                          )
in the presence of:                         )

                                     S7-31
<PAGE>

SIGNED by                                   )
For and on behalf of                        )
China Equity Associates L.P.                )
in the presence of:                         )

                                     S7-32
<PAGE>

SIGNED by                                   )
For and on behalf of                        )
MMFI Capi Venture Investments Limited       )
in the presence of:                         )

                                     S7-33
<PAGE>

SIGNED by                                   )
For and on behalf of                        )
UOB Venture (Shenzhen) Limited              )
in the presence of:                         )

                                     S7-34
<PAGE>

                                   SCHEDULE 1
                             THE OTHER SHAREHOLDERS

1. EVER PRAISE HOLDINGS LIMITED

2. TITAN I VENTURE CAPITAL CO., LTD.

3. TITAN II VENTURE CAPITAL CO., LTD.

4. CFM INVESTMENTS LIMITED-CFM GREATER CHINA FUND

5. CHINA EQUITY ASSOCIATES L.P.

6. MMFI CAPI VENTURE INVESTMENTS LIMITED

7. UOB VENTURE (SHENZHEN) LIMITED

                                     S7-35
<PAGE>

                                   SCHEDULE 2
                   PARTICULARS OF SHAREHOLDINGS IN THE COMPANY

<TABLE>
<CAPTION>
       SHAREHOLDERS                           NO. OF SHARES HELD            % OF SHAREHOLDING
       ------------                           ------------------            -----------------
<S>                                           <C>                           <C>
Jitter Bug Holdings Limited                       4,720,000                       74.70

AIG Asian Opportunity Fund, L.P.                    468,000                        7.41

American International
Assurance Company (Bermuda) Limited                 156,000                        2.47

Ever Praise Holdings Limited                        195,000                        3.09

Titan I Venture Capital Co., Ltd.                    97,500                        1.54

Titan II Venture Capital Co., Ltd.                   97,500                        1.54

CFM Investments Limited-CFM
Greater China Fund                                  195,000                        3.09

China Equity Associates L.P.                        234,000                        3.70

MMFI Capi Venture
Investments Limited                                  78,000                        1.23

UOB Venture (Shenzhen) Limited                       78,000                        1.23
</TABLE>

                                     S7-36
<PAGE>

                                   SCHEDULE 3

          ADDRESS AND FAX NUMBERS FOR NOTIFICATION AND NAMES, ADDRESSES
              AND FAX NUMBERS OF AGENTS FOR SERVICE OF PROCEEDINGS

<TABLE>
<CAPTION>
Name, address and fax number of party                      Name, address and fax number of the agent
<S>                                                        <C>
(a)  Ninetowns Digital World Trade Holdings                   Li & Partners
     Limited
     Unit 2205 Worldwide House                                22/F., World Wide House
     19 Des Voeux Road Central                                Central, Hong Kong
     Hong Kong
                                                              Fax: (852) 2501 0028
     Fax number: (852) 2868 5121

(b)  Jitter Bug Holdings Limited                              Li & Partners
     P.O. Box 957                                             22/F., World Wide House
     Offshore Incorporations Centre                           Central, Hong Kong
     Road Town
     Tortola                                                  Fax: (852)2501 0028
     British Virgin Islands

     Fax number: (852) 2868-5121

(c)  AIG Asian Opportunity G.P., L.L.C., in its               AIG Global Investment Corporation (Asia) Ltd.
     capacity as general partner for AIG Asian                Suites 3601 & 10-12
     Opportunity Fund, L.P.                                   One Pacific Place
     c/o Maples & Calder                                      88 Queensway
     PO Box 309                                               Hong Kong
     Ugland House
     South Church Street                                      Fax number: (852) 2893 6606
     George Town
     Grand Cayman
     Cayman Islands

     Fax number: (1) 345 949 8080

     with a copy to:

     AIG Global Investment Corporation (Asia)
     Limited
     Suites 3601 & 10-12
     One Pacific Place
     88 Queensway
     Hong Kong

     Fax number: (852) 2893 6606
</TABLE>

                                     S7-37
<PAGE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED

<TABLE>
<S>                                                           <C>
(d)  American International Assurance Company                 AIG Global Investment Corporation (Asia) Ltd.
     (Bermuda) Limited                                        Suites 3601 & 10-12
     American International Building                          One Pacific Place
     29 Richmond Road                                         88 Queensway
     Pembroke                                                 Hong Kong
     Bermuda HM 08
     Bermuda                                                  Fax number: (852) 2893 6606

     Fax number: (1) 441 292 6735

     with a copy to:

     AIG Global Investment Corporation (Asia) Limited
     Suites 3601 & 10-12
     One Pacific Place
     88 Queensway
     Hong Kong

     Fax number: (852) 2893 6606

(e)  Wang Shuang                                              Li & Partners
     *************************                                22/F., World Wide House
                                                              Central, Hong Kong
     Fax number: (852) 2868-5121
                                                              Fax: (852)2501 0028

(f)  Dong Min                                                 Li & Partners
     *************************                                22/F., World Wide House
                                                              Central, Hong Kong
     Fax number: (852) 2868-5121
                                                              Fax: (852)2501 0028

(g)  Ever Praise Holdings Limited                             Li & Partners
     Room 701, Euro Trade Centre                              22/F., World Wide House
     21-23 Des Voeux Road Central                             Central, Hong Kong
     Hong Kong
                                                              Fax: (852)2501 0028
     Fax: (852) 2877-0393

(h)  Titan I Venture Capital Co., Ltd.                        Li & Partners
     10/F., 6 Tun Hwa N. Road                                 22/F., World Wide House
     Taipei                                                   Central, Hong Kong
     Taiwan
                                                              Fax: (852) 2501 0028
     Fax number:  (886-2) 2751-5416
</TABLE>

                                     S7-38
<PAGE>

<TABLE>
<S>                                                           <C>
(i)  Titan II Venture Capital Co., Ltd.                       Li & Partners
     10/F., 6 Tun Hwa N. Road                                 22/F., World Wide House
     Taipei                                                   Central, Hong Kong
     Taiwan
                                                              Fax: (852) 2501 0028
     Fax number: (886-2) 2751-5416

(j)  CFM Investments Limited-CFM Greater China Fund           Li & Partners
     3/F., 36C Bermuda House                                  22/F., World Wide House
     Dr. Roy's Drive, George TownGrand                        Central, Hong Kong
     Cayman, Cayman Islands
     British, West Indies                                     Fax: (852) 2501 0028

     Fax number: (886-2) 2751-5416

(k)  China Equity Associates L.P.                             Suez Asia Holdings (Hong Kong) Limited
     Suite 5004                                               Suite 5004
     One Exchange Square                                      One Exchange Square,
     8 Connaught Place                                        8 Connaught Place
     Central                                                  Central
     Hong Kong                                                Hong Kong

     Fax number: (852) 2119 9786                              Fax number: (852) 2119 9786

(l)  MMFI Capi Venture Investments Limited                    JAIC
     Suite 1112                                               Suite 1112
     Two Pacific Place                                        Two Pacific Place
     88 Queensway                                             88 Queensway
     Admiralty                                                Admiralty
     Hong Kong                                                Hong Kong

     Fax number: (852) 2509 3025                              Fax number: (852) 2509 3025

(l)  UOB Venture (Shenzhen) Limited                           Li & Partners
     608 St. James Court                                      22/F., World Wide House
     St. Denis Street                                         Central, Hong Kong
     Port Louis, Mauritius
                                                              Fax:  (852) 2501 0028
     Fax number: (65) 6538-2569
</TABLE>

                                     S7-39
<PAGE>

                                   SCHEDULE 8
 ADDRESS AND FAX NUMBERS FOR NOTIFICATION AND NAMES, ADDRESS AND FAX NUMBERS OF
                        AGENTS FOR SERVICE OF PROCEEDINGS

<TABLE>
<CAPTION>
Name, address and fax number of party                      Name, address and fax number of the agent
<S>                                                        <C>
(a)  Ninetowns Digital World Trade Holdings Limited           Li & Partners
     Units 2502-3 Worldwide House                             22/F., World Wide House
     19 Des Voeux Road Central                                Central, Hong Kong
     Hong Kong
                                                              Fax: (852)2501 0028
     Fax number: (852) 2868 5121

(b)  Jitter Bug Holdings Limited                              Li & Partners
     P.O. Box 957                                             22/F., World Wide House
     Offshore Incorporations Centre                           Central, Hong Kong
     Road Town
     Tortola                                                  Fax: (852)2501 0028
     British Virgin Islands

     Fax number: [FAX NUMBER]

(c)  AIG ASIAN OPPORTUNITY G.P., L.L.C., in its               AIG Global Investment Corporation (Asia) Ltd.
     capacity as general partner for AIG Asian                Suites 3601 & 10-12
     Opportunity Fund, L.P.                                   One Pacific Place
     c/o Maples & Calder                                      88 Queensway
     PO Box 309                                               Hong Kong
     Ugland House
     South Church Street                                      Fax number: (852) 2893 6606
     George Town
     Grand Cayman
     Cayman Islands

     Fax number: (1) 345 949 8080

     with a copy to:

     AIG Global Investment Corporation (Asia)
     Limited
     Suites 3601 & 10-12
     One Pacific Place
     88 Queensway
     Hong Kong

     Fax number: (852) 2893 6606
</TABLE>

                                      S8-1
<PAGE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED

<TABLE>
<S>                                                           <C>
(d)  American International Assurance Company                 AIG Global Investment Corporation (Asia) Ltd.
     (Bermuda) Limited                                        Suites 3601 & 10-12
     American International Building                          One Pacific Place
     29 Richmond Road                                         88 Queensway
     Pembroke                                                 Hong Kong
     Bermuda HM 08
     Bermuda                                                  Fax number: (852) 2893 6606

     Fax number: (1) 441 292 6735

     with a copy to:

     AIG Global Investment Corporation (Asia)
     Limited
     Suites 3601 & 10-12
     One Pacific Place
     88 Queensway
     Hong Kong

     Fax number: (852) 2893 6606

(e)  Wang Shuang                                              Li & Partners
     ************************                                 22/F., World Wide House
                                                              Central, Hong Kong
     Fax number: [FAX NUMBER]
                                                              Fax: (852)2501 0028

(f)  Dong Min                                                 Li & Partners
     ************************                                 22/F., World Wide House
                                                              Central, Hong Kong
     Fax number: [FAX NUMBER]
                                                              Fax: (852)2501 0028
</TABLE>

                                      S8-2
<PAGE>

                      Dated the _____ day of ________ 2003

                           JITTER BUG HOLDINGS LIMITED

   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
                        AIG ASIAN OPPORTUNITY FUND, L.P.

           AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED

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

                                  TAX INDEMNITY

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

                                DIBB LUPTON ALSOP

                                    Hong Kong

                                 MML.TWL.477-005
<PAGE>

                                      INDEX
<TABLE>
<CAPTION>
CLAUSE                                                                                                                         PAGE
<S>                                                                                                                            <C>
1.  INTERPRETATION............................................................................................................  1

2.  INDEMNITY AND COVENANT TO PAY.............................................................................................  2

3.  PAYMENTS..................................................................................................................  3

4.  WAIVER....................................................................................................................  3

5.  SEVERABILITY..............................................................................................................  3

6.  TIME OF ESSENCE...........................................................................................................  3

7.  ASSIGNMENT AND COUNTERPARTS...............................................................................................  3

8.  FURTHER ASSURANCE.........................................................................................................  4

9.  COSTS AND EXPENSES........................................................................................................  4

10. RIGHTS AND LIABILITIES....................................................................................................  4

11. PROCESS AGENTS............................................................................................................  4

12. GOVERNING LAW AND JURISDICTION............................................................................................  4
</TABLE>

<PAGE>

                                   SCHEDULE 9
                              FORM OF TAX INDEMNITY

THIS DEED is made on the _____ day of ________, 2003

BY

(1)   JITTER BUG HOLDINGS LIMITED, a company established under the laws of the
      British Virgin Islands and having its registered office at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
      ("INDEMNIFIER");

IN FAVOUR OF

(2)   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
      AIG ASIAN OPPORTUNITY FUND, L.P., an exempted limited partnership under
      the laws of the Cayman Islands having its registered office c/o Maples &
      Calder, PO Box 309, Ugland House, South Church Street, George Town, Grand
      Cayman, Cayman Islands ("AOF"); and

(3)   AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED, a company
      established under the laws of Bermuda and having its registered office at
      American International Building, 29 Richmond Road, Pembroke, Bermuda HM
      08, Bermuda ("AIAB").

WHEREAS

(A)   By a share subscription agreement ("SUBSCRIPTION AGREEMENT") concerning
      Ninetowns Digital World Trade Holdings Limited ("COMPANY") dated ________
      September 2003 and made, inter alia, between the parties hereto, AOF and
      AIAB ("INVESTORS") have agreed to subscribe for an aggregate of 624,004
      Shares (as defined in the Subscription Agreement) on the terms and
      conditions therein contained.

(B)   Pursuant to the Subscription Agreement, the Indemnifier shall deliver to
      each of the Investors this deed of tax indemnity ("DEED").

NOW THIS DEED WITNESSES as follows:

1.    INTERPRETATION

1.1   Words and expressions defined or used in the Subscription Agreement shall,
      unless the context otherwise requires, have the same meaning when used in
      this Deed.

1.2   In this Deed, the expression "CLAIM" includes any notice, demand,
      assessment, reassessment, letter or other document issued or action taken,
      either before or after the date hereof, by any governmental, tax, fiscal
      or revenue authority or official whereby, the Company or any of the Group
      Companies is or may be:

      1.2.1 placed under a liability to make a payment in respect of Taxation
            relating to any act, deed, matter or thing done or omitted to be
            done prior to the date hereof; or

      1.2.2 deprived of any Taxation Relief believed to be available to the
            Company or any of the Group Companies prior to the date hereof,
            whether or not the deprivation of such Taxation Relief results in
            any Taxation being payable by either the Company or any of the Group
            Companies, and in such a case, the amount of Taxation which would
            otherwise have been relieved, allowed or credited, or the amount of
            any repayment which would otherwise have been received by the
            Company or any of the Group

                                      S9-1

<PAGE>

            Companies in respect of the Taxation Relief so lost shall be treated
            as an amount of Taxation for which a liability has arisen.

1.3   In this Deed, the expression "TAXATION RELIEF" shall include:

      1.3.1 the right to any relief, allowance or credit available to the
            Company or any of the other Group Companies pursuant to any
            legislation or otherwise for Taxation purposes, including, without
            limiting the generality of the foregoing, any loss carried forward,
            investment tax credits, tax holidays and exemptions or foreign tax
            credits; and

      1.3.2 the right to any refund or repayment of Taxation available to the
            Company or any of the Group Companies.

1.4   The provisions of clause 1 in the Subscription Agreement shall be
      incorporated into this Deed, mutatis mutandis.

1.5   Reference to the Indemnifier in this Deed includes each of its successors,
      permitted assigns and its personal representatives.

2.    INDEMNITY AND COVENANT TO PAY

2.1   The Indemnifier hereby covenants to indemnify the Investors from and to
      keep the Investors indemnified against all losses, damages, costs,
      expenses, penalties and interest paid, suffered or incurred by any or all
      of the Group Companies (including, but not limited to, any diminution in
      the value of the Shares or assets of or shares or equity interests in the
      Company or any of the other Group Companies, any payment made or required
      to be made by the Company or any of the Group Companies and any legal
      fees, costs and expenses incurred) as a result of or in connection with
      any Claim made against the Company or any of the Group Companies
      (collectively, "LOSSES").

2.2   To give effect to clause 2.1, the Indemnifier hereby covenants to pay to
      each of the Investors on demand an amount equal to the Relevant Percentage
      of the aggregate amount of all Losses, and the Indemnifier agrees that the
      said amount shall be recoverable by each of the Investors as a debt. For
      the purpose of this clause 2.2, "RELEVANT PERCENTAGE" means the percentage
      of shareholding in the issued share capital of the Company held by the
      Investor (as the case may be) irrespective of classes as at Completion.

2.3   For the avoidance of doubt, the indemnity given pursuant to clause 2.1
      shall extend to cover all penalties, fines, interest, costs and expenses
      incurred in connection with any Taxation for which the Indemnifier is
      liable under clause 2.1.

2.4   Notwithstanding anything to the contrary in this Deed, the Indemnifier
      shall be under no liability under this Deed in respect of Taxation:

      2.4.1 to the extent that provision or reserve has been made for such
            Taxation in the Accounts; or

      2.4.2 to the extent that such Claim arises or is incurred as a result of
            the imposition of Taxation as a consequence of any retrospective
            change in the law or practice coming into force after the date
            hereof or to the extent such Claim arises or is increased by an
            increase in rates of Taxation after the date hereof with
            retrospective effect.

2.5   No claim under this Deed shall be made if a claim in respect thereof has
      been made under the Subscription Agreement and has been fully settled
      among the parties.

                                      S9-2

<PAGE>

2.6   2.6.1 In the event of any Claim arising, the Indemnifier shall give or
            procure that notice thereof is given to each of the Investors, as
            soon as reasonably practicable.

      2.6.2 If, after the Indemnifier has made any payment pursuant to this
            Deed, any of the Group Companies shall receive a refund of all or
            part of the relevant Taxation, each of the Investors shall repay to
            the Indemnifier a sum equal to the Relevant Percentage of the sum
            that the Losses are reduced by as a result of such refund after
            deducting the aggregate of (i) any costs, charges and expenses
            payable or sustained or incurred by it in recovering payment
            hereunder and by any of the Group Companies in recovering such
            refund; and (ii) the amount of any additional Taxation which may be
            suffered or incurred by any of such Group Companies in consequence
            of such refund.

2.7   The Indemnifier agrees that for the purpose of this Deed, any Losses
      suffered by the Company and/or any Group Company shall be deemed to be
      Losses suffered by the Investors in their Relevant Percentage without any
      further proof or other formality.

3.    PAYMENTS

      All sums payable by the Indemnifier to the Investors under this Deed shall
      be paid free and clear of all deductions or withholdings whatsoever save
      only as may be required by law. If any such deductions or withholdings are
      required by law, the Indemnifier shall be obliged to pay to the Investors
      such sum as will, after such deduction or withholding has been made, leave
      the Investors with the same amount as they would have been entitled to
      receive in the absence of any such requirement to make a deduction or
      withholding.

4.    WAIVER

      No failure or delay by the Investors in exercising any right, power or
      remedy under this Deed shall operate as a waiver thereof.

5.    SEVERABILITY

      If at any time any one or more provisions hereof is or becomes invalid,
      illegal, unenforceable or incapable of performance in any respect, the
      validity, legality, enforceability or performance of the remaining
      provisions hereof shall not thereby in any way be affected or impaired.

6.    TIME OF ESSENCE

6.1   Time shall be of the essence of this Deed.

6.2   No time or indulgence given by any party to the other shall be deemed or
      in any way be construed as a waiver of any of its rights and remedies
      hereunder.

7.    ASSIGNMENT AND COUNTERPARTS

7.1   This Deed shall be binding on and enure to the benefit of the parties
      hereto and their respective successors.

7.2   Each of the Investors may assign to any member of the AIG Group and/or any
      fund managed or advised by the AIG Group, its rights and benefits of the
      representations, warranties and undertakings contained herein (in whole
      but not in part). Save as aforesaid, no party hereto may assign or
      transfer any of his or its rights or obligations under this Deed.

7.3   This Deed may be entered into by any party by executing a counterpart
      hereof. All such

                                      S9-3

<PAGE>

      counterparts when taken together shall constitute one instrument and this
      Deed shall only take effect upon the execution by each of the parties
      hereto.

8.    FURTHER ASSURANCE

      Each of the parties hereto shall, at its own expense, execute, sign,
      perfect, do all such further instrument, assurance, acts and things as the
      other party(ies) may, in his/its or their absolute discretion, require
      from time to time for facilitating the exercise of all powers, authorities
      and discretions vested in the other party(ies) and/or giving full effect
      to the terms and conditions of this Deed, including without limitation,
      ensuring that this Deed is enforceable.

9.    COSTS AND EXPENSES

      Each party shall bear its own costs and expenses in respect of the
      preparation and execution of this Deed.

10.   RIGHTS AND LIABILITIES

      Where any rights, powers or privileges are conferred on the Investors
      under this Deed, such rights, powers and privileges are for the benefit of
      each of the Investors separately, and any Investor may exercise and
      enforce such rights, powers and privileges independently regardless of
      whether the other Investor will or intends to exercise or enforce such
      rights, powers or privileges.

11.   PROCESS AGENTS

      Each of the parties hereto hereby irrevocably authorizes and appoints the
      agent set out below (or such other person being resident of or
      incorporated in Hong Kong as it may by notice to the other parties
      substitute) to accept service of all legal process arising out of or in
      connection with this Deed and service on such agent (or such substitute)
      shall be deemed to be service on the party concerned:

<TABLE>
<S>                                                             <C>
                  Party                                                     Process Agent
                                                                            Li & Partners
                                                                       22/F., World Wide House
                                                                         Central, Hong Kong

       Jitter Bug Holdings Limited                                       Fax: (852)2501 0028

                                                                AIG Global Investment Corporation (Asia)
                                                                               Limited

                                                                AIG Global Investment Corporation (Asia)
                                                                                Limited
                                                                             Suites 3601 & 10-12
   AIG ASIAN OPPORTUNITY G.P., L.L.C., in                                   One Pacific Place
its capacity as general partner for AIG Asian                                 88 Queensway
     Opportunity Fund, L.P. and American                                        Hong Kong
  International Assurance Company (Bermuda)
                   Limited                                             Fax number: (852) 2893 6606
</TABLE>

12.   GOVERNING LAW AND JURISDICTION

      This Deed shall be governed by or construed in accordance with the laws of
      Hong Kong and the

                                      S9-4

<PAGE>

      parties hereby submit to the non-exclusive jurisdiction of the courts of
      Hong Kong.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed.

EXECUTED as a DEED                                         )
                                                           )
For and on behalf of Jitter Bug Holdings                   )
Limited in the presence of:                                )

SIGNED by                                                  )
AIG Asian Opportunity G.P., L.L.C. in its capacity as      )
general partner for AIG Asian Opportunity Fund, L.P. in    )
the presence of:                                           )

SIGNED by                                                  )
                                                           )
For and on behalf of American                              )
International Assurance Company                            )
(Bermuda)Limited in the presence of:                       )

                                      S9-5

<PAGE>

                                   SCHEDULE 10
                         USE OF PROCEEDS OF SUBSCRIPTION

The Company intends to apply the funds (the "Fund") to be raised by it from the
present round of financing as follows:

1. approximately 28% of the Fund for expansion of research and development
capability of the Group;

2. approximately 14% of the Fund for expansion of the marketing and technical
support centers of the Group;

3. approximately 10% of the Fund for marketing and promotional activities of the
Group;

4. approximately 39% of the Fund for formation of joint ventures;

5. the remaining balance for general working capital purpose.

                                     S10-1

<PAGE>


                                   SCHEDULE 11
                              FORM OF SHARE CHARGE

THIS SHARE CHARGE is made on the                day of                      2003

BY

(1)   JITTER BUG HOLDINGS LIMITED, a company established under the laws of the
      British Virgin Islands and having its registered office at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
      as chargor ("CHARGOR");

IN FAVOUR OF

(2)   AIG ASIAN OPPORTUNITY G.P., L.L.C., in its capacity as general partner for
      AIG ASIAN OPPORTUNITY FUND, L.P., an exempted limited partnership formed
      under the laws of the Cayman Islands having its registered office c/o
      Maples & Calder, PO Box 309, Ugland House, South Church Street, George
      Town, Grand Cayman, Cayman Islands ("AOF"); and

(3)   AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED, a company
      established under the laws of Bermuda and having its registered office at
      American International Building, 29 Richmond Road, Pembroke, Bermuda HM
      08, Bermuda ("AIAB"),

      (each an "INVESTOR", and collectively the "INVESTORS").

WHEREAS

(A)   NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED also known as "[Name in
      Chinese]", a company established under the laws of the Cayman Islands with
      limited liability and having its registered office at Century Yard,
      Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand
      Cayman, British West Indies, and registered as an overseas company in Hong
      Kong having its principal place of business in Hong Kong at Units 2502-3
      Worldwide House, 19 Des Voeux Road Central, Hong Kong ("COMPANY") has an
      authorised capital amount of HK$200,000,000 divided into 2,000,000,000
      shares of par value HK$0.10 each, of which 5,500,000 Shares have been
      issued to the Chargor.

(B)   A share subscription agreement dated [DATE] 2003 ("SHARE SUBSCRIPTION
      AGREEMENT") was entered into between (1) the Chargor, (2) the Company, (3)
      AOF, (4) AIAB, (5) Mr Wang Shuang, and (6) Ms Dong Min, whereby the
      Chargor agreed to charge Shares in favour of the Investors as security for
      the Secured Obligations.

NOW THIS CHARGE WITNESSES AS FOLLOWS

1.    DEFINITIONS AND INTERPRETATION

1.1   In this Charge, the following expressions shall have the following
      meanings:

<TABLE>
<S>                         <C>
"CHARGE"                    means this Share Charge, as the same may be amended
                            or supplemented from time to time;

"CHARGED SHARES"            means 686,404 Shares legally and beneficially owned
                            by the Chargor;

"ENCUMBRANCE"               shall be construed as a reference to a mortgage,
                            charge,
</TABLE>

                                     S11-1

<PAGE>

<TABLE>
<S>                         <C>
                            pledge, lien, hypothecation, security interest,
                            encumbrance or other security arrangement or
                            interest or third party rights of any kind;

"EVENT OF DEFAULT"          means all and/or any of the events as particularised
                            in clause 9;

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

"PRC"                       means the People's Republic of China;

"PUT OPTION"                means the option granted by the Company under the
                            Share Subscription Agreement entitling the Investors
                            to sell all Shares owned by the Investors at the
                            date of the exercise of the option to the Company;

"SECURED OBLIGATIONS"       means all and any obligations and/or liabilities of
                            the Company arising under the Put Option which are
                            secured or intended to be secured by this Charge;

"SHARES"                    means issued and fully paid shares in the Company;

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

"US$"                       means the lawful currency of the United States of America.
</TABLE>

1.2   The expressions "CHARGOR" and "THE INVESTORS" shall, where the context
      permits, include their respective successors, estates, legal or personal
      representatives, permitted assigns and any persons deriving title under
      them.

1.3   In this Charge, unless the context requires otherwise, references to
      statutory provisions shall be construed as references to those provisions
      as replaced, amended, modified or re-enacted from time to time; words
      importing the singular include the plural and vice versa and words
      importing a gender include every gender; references to this Charge or the
      Share Subscription Agreement shall be construed as references to such
      document as the same may be amended or supplemented from time to time;
      unless otherwise stated, references to clauses and schedules are to
      clauses of and schedules to this Charge. Clause headings are inserted for
      reference only and shall be ignored in construing this Charge.

2.    CHARGE

2.1   As a continuing security for the due and punctual performance of the
      Secured Obligations and the due and punctual performance and observance by
      the Chargor of its obligations under this Charge, the Chargor hereby
      charges in favour of the Investors by way of first legal charge the
      Charged Shares and all its rights, title, benefits, and interests therein
      and thereto;

2.2   The Chargor hereby undertakes to deposit with AIG Global Investment
      Corporation (Asia) Limited (on behalf of the Investors) forthwith upon the
      execution of this Charge:

      2.2.1 the share certificates in respect of the Charged Shares;

      2.2.2 an instrument of transfer, a sold note and a bought note in respect
            of the Charged Shares duly executed by the Chargor in blank;

                                     S11-2

<PAGE>

      2.2.3 signed but undated resolutions of all directors of the Company
            approving the transfer of the Charged Shares in form and substance
            satisfactory to the Investors;

      2.2.4 letters of authorisation duly signed by each of directors of the
            Company authorising the Investors to date the resolutions referred
            to in clause 2.2.3 above in form and substance satisfactory to the
            Investors; and

      2.2.5 board resolutions of the Chargor approving the execution of all
            documents or notices to be delivered hereunder or incidental to this
            Charge.

2.3   Nothing in this Charge shall be construed as placing on the Investors any
      obligations or liabilities whatsoever in respect of any calls, instalments
      or other payments relating to any of the Charged Shares or to any rights,
      shares or other securities accruing, offered or arising as aforesaid. The
      Chargor shall indemnify the Investors in full on demand in respect of all
      calls, instalments, or other payments relating to any of the Charged
      Shares and to any rights, shares and other securities accruing, offered or
      arising as aforesaid.

3.    RELEASE AND DISCHARGE

3.1   The Investors shall, at the request and cost of the Chargor, and in such
      form as the Investors may approve, release and discharge all or any of the
      Charged Shares:

      3.1.1 after due performance by the Company of the Secured Obligations to
            the satisfaction of the Investors; or

      3.1.2 against the prior substitution of the corresponding number of Shares
            or loan stock convertible into the same number of Shares without
            further payment as are comprised in the Reorganisation Issue (as
            defined in the Share Subscription Agreement) and charged in favour
            of the Investors, in form and substance satisfactory to the
            Investors.

4.    INCOME

4.1   The security created by this Charge shall extend to and include:

      4.1.1 all dividends, interest and other sums which are or may become
            payable in respect of the Charged Shares and includes:

            (i)   the right to receive any and all such sums and claims in
                  respect of any default in paying such sums; and

            (ii)  all forms of remittance of such sums and interests in any bank
                  or other account to which such sums may be paid or credited;

      4.1.2 all shares and stocks (and the dividends and interest (if any) in
            respect thereof), rights, monies and other property accruing or
            offered at any time by way of substitution, redemption, bonus,
            preference, option or otherwise to or in respect of any of the
            Charged Shares;

      4.1.3 all allotments, offers, rights, benefits, advantages and accretions
            at any time made arising or accruing in respect of the Charged
            Shares; and

      4.1.4 all further Shares issued subsequent hereto.

                                     S11-3

<PAGE>

5.    DIVIDENDS, VOTING AND OTHER RIGHTS

5.1   Before the security hereby created has become enforceable, the Chargor may
      by itself or through its nominees exercise or cause to be exercised all
      voting rights, and all other rights and powers attaching to the Charged
      Shares in such manner as the Chargor thinks fit except to the extent which
      is contrary to the provisions hereof or which might, in the sole opinion
      of the Investors, prejudice the interest of the Investors under this
      Charge, in which event the Investors may in writing direct how such voting
      rights or other rights and powers attaching to the Charged Shares shall be
      exercised.

5.2   Before the security hereby created has become enforceable, the Chargor
      shall be entitled to receive from the Company all dividends, interest,
      shares, stocks, rights, moneys and other properties as referred to in
      clause 4 ("DIVIDENDS").

5.3   Upon and after the security hereby created has become enforceable, the
      Investors shall be entitled to receive the Dividends and to exercise all
      voting rights and all other rights or powers attaching to the Charged
      Shares in such manner as it sees fit as if it were the outright and
      absolute owner of the Charged Shares.

6.    CONTINUING SECURITY

6.1   This Charge shall be a continuing security and shall remain in full force
      and effect until:

      6.1.1 the Secured Obligations has been paid in full; and

      6.1.2 the due and punctual performance and observance in full by the
            Chargor of this Charge and/or the Share Subscription Agreement,

      whichever is later, notwithstanding the insolvency or liquidation or any
      incapacity or change in the constitution or status of the Chargor or any
      other person or any intermediate settlement of account or other matter
      whatsoever. For the avoidance of doubt, the Chargor's liability in respect
      of the Secured Obligations is not limited to the Charged Shares under this
      Charge, and this Charge is in addition to, and independent of, any
      encumbrance, guarantee or other security or right or remedy now or at any
      time hereafter held by or available to the Investors.

7.    REPRESENTATIONS AND WARRANTIES

7.1   The Chargor hereby represents and warrants to the Investors that:

      7.1.1 the Chargor is an exempt company duly established and validly
            existing under the laws of the British Virgin Islands with limited
            liability, and duly registered as an overseas company under the laws
            of Hong Kong and it is a separate legal entity with perpetual
            corporate existence, capable of suing and being sued in its own name
            and has the power and capacity to own its assets and carry on its
            business as it is now being conducted or proposed to be conducted;

      7.1.2 the Chargor has the full power, authority and legal right to enter
            into and engage in the transactions contemplated by this Charge and
            has taken or obtained all necessary corporate and other action and
            consents to authorise the execution and performance of this Charge;

      7.1.3 the Chargor is fully solvent and able to pay its indebtedness as it
            falls due, and will not become insolvent by reason of its entering
            into this Charge;

      7.1.4 all authorisations and other matters, official or otherwise,
            required or advisable in

                                     S11-4

<PAGE>
             connection with the entry into, performance, validity,
             enforceability and admissibility in evidence in the courts of Hong
             Kong of this Charge and the transactions contemplated hereby or
             referred to herein have been obtained, effected or done and are in
             full force and effect;

      7.1.5  this Charge constitutes legal, valid and binding obligations of the
             Chargor enforceable in accordance with its terms and is in proper
             form for its enforcement in the courts of Hong Kong;

      7.1.6  the entry into and/or performance of this Charge does not and will
             not contravene, conflict with or otherwise violate any (i) law or
             regulation to which the Chargor is subject, or (ii) any of the
             documents constituting the Chargor, or (iii) any agreement to which
             any of them is a party or which is binding on any of them or any of
             their assets, and does not and will not result in the creation of,
             or oblige any of them to create, any encumbrance over any of their
             assets pursuant to the provisions of any such document or agreement
             (save for the security created by this Charge);

      7.1.7  there are no proceedings pending before any court, tribunal,
             arbitrator, government agency or administrative body against or
             threatened against the Chargor or any of its assets which could or
             might result in any material adverse change in its business, assets
             or condition (financial or otherwise) or its ability to perform any
             of its obligations under this Charge;

      7.1.8  the Charged Shares have been validly issued and are fully paid up;

      7.1.9  subject only to this Charge, the Chargor is the sole beneficial
             owner of the Charged Shares, and has good and marketable title
             thereto which (subject to the Shareholders' Agreement, as defined
             in the Share Subscription Agreement) is capable of being
             transferred, without being subject to any pre-emption or other
             similar right or any restriction or condition whatsoever, to any
             party for consideration or otherwise;

      7.1.10 subject to the Shareholders' Agreement, as defined in the Share
             Subscription Agreement, the Chargor has not granted or agreed to
             grant in favour of any other person any interest in or any option
             or other rights in respect of any of the Charged Shares or any part
             thereof, and the Company has not issued, or resolved or agreed to
             issue, or granted to any persons any option or other right in
             respect of the Charged Shares;

      7.1.11 the Chargor has not assigned or charged or otherwise encumbered its
             right, interest, benefit or title in or to the Charged Shares or
             any part thereof in favour of any third party or entered into any
             agreement of whatsoever nature to do any of the fore-going;

      7.1.12 the Put Option is valid and subsisting and the Company has not
             acquired any right of set-off or counterclaim against the Chargor
             in respect of the Put Option or any part thereof; and

      7.1.13 save for the articles of association of the Company, Share
             Subscription Agreement and the Shareholders' Agreement (as defined
             in the Share Subscription Agreement), there is no shareholders'
             agreement or other similar agreement (whether in writing or
             otherwise, whether with or without the Company being a party
             thereto) between the shareholders of the Company governing the
             Chargor's rights and obligations a shareholder of the Company,
             and/or containing any restriction on their right to transfer and/or
             charge the Chargor's interests in the Charged Shares, and/or any
             other provisions similar thereto.

                                     S11-5

<PAGE>

7.2   The Chargor further represents to and warrants with the Investors that the
      representations and warranties contained in clause 7.1 above will be true
      and accurate throughout the continuance of this Charge and for so long as
      the Secured Obligations or any part thereof remains unsatisfied, by
      reference to the facts and circumstances subsisting from time to time.

8.    UNDERTAKINGS

8.1   The Chargor undertakes to the Investors that throughout the continuance of
      this Charge and for so long as the Secured Obligations or any part thereof
      remains unfulfilled, the Chargor will not, without the prior written
      consent of the Investors:

      8.1.1 create or agree to create or permit to arise or subsist any
            encumbrance over all or any part of the Charged Shares or any
            interest therein or otherwise assign, deal with or dispose of all or
            any part of the Charged Shares;

      8.1.2 grant or agree to grant in favour of any person any interest in or
            any option or other rights in respect of any of the Charged Shares;
            or

      8.1.3 do or cause or permit to be done anything which may in any way
            depreciate, jeopardize, or otherwise prejudice the value of the
            Investors' security hereunder.

9.    EVENTS OF DEFAULT

9.1   Each of the following shall be an Event of Default:

      9.1.1 the Company defaults in the performance of the Secured Obligations,
            or any part thereof, after demand has been made in accordance with
            the terms of the Put Option;

      9.1.2 there is, on the part of the Chargor, any breach of, or failure to
            observe, any of the covenants, undertakings or obligations under
            this Charge or under the Share Subscription Agreement, or any
            representation, warranty or statement which is made or deemed to be
            made by the Chargor under or pursuant to this Charge or the Share
            Subscription Agreement which proves to be incorrect or misleading;
            or

      9.1.3 a petition is presented or an order is made or an effective
            resolution is passed or similar proceedings are taken for the
            winding up of the Chargor, save for the purposes of an amalgamation,
            merger or reconstruction the terms of which have previously been
            approved by the Investors in writing.

9.2   The Chargor shall promptly notify the Investors in writing of the
      occurrence of any Event of Default. For the avoidance of doubt, an Event
      of Default shall be deemed to have occurred upon the happening of any of
      the events mentioned in clause 9.1 above, irrespective of whether any
      notice is given by the Chargor.

10.   EFFECT OF EVENT OF DEFAULT

10.1  The security created by this Charge shall become enforceable immediately
      and automatically upon the occurrence of an Event of Default.

10.2  At any time after the security created by this Charge has become
      enforceable and without any further notice, authority or any other legal
      formality, the Investors may take all or any of the following actions:

      10.2.1 sell or dispose of the Charged Shares or any part thereof at such
             time or times and in such manner and for such consideration
             (whether payable or deliverable immediately

                                     S11-6

<PAGE>
             or by instalments) as the Investors in their absolute discretion
             think fit (whether by private sale or otherwise) and so that the
             Charged Shares (or any part thereof) may be sold (i) subject to any
             conditions which the Investors may think fit to impose, (ii) to any
             person (including any person connected with the Chargor or the
             Investors), and (iii) at any price which the Investors may in their
             absolute discretion, consider to be the best obtainable in the
             circumstances taking into account the nature of the Company;

      10.2.2 themselves or by their respective nominees exercise at their
             discretion all voting rights in respect of the Charged Shares or
             any of them and exercise at their discretion all other powers and
             rights incidental to the Charged Shares as if they were the
             outright and absolute owners thereof, for so long as the Investors
             deem appropriate;

      10.2.3 become entitled to receive the Dividends;

      10.2.4 complete and date the instrument of transfer, the sold note and a
             bought note, and/or the undated resolutions delivered pursuant to
             clause 2.2 and/or all other incidental documents previously
             delivered to the Investors; and/or

      10.2.5 apply any moneys received under or pursuant to this Charge in or
             towards satisfaction of the Secured Obligations in such manner as
             the Investors thinks fit provided that the Chargor shall be
             entitled to the residue of such moneys (if any) which remains after
             the full discharge of the Secured Obligations.

10.3  The Investors are hereby authorised to give a good discharge for any
      moneys received by them pursuant to the exercise of the power of sale
      described in clause 10.2 above and a purchaser shall not be bound to
      enquire whether the power of sale has arisen as herein provided nor be
      concerned with the manner of application of the proceeds of sale.

10.4  The Chargor hereby waives any right which it or its nominee may have under
      the memorandum and articles of association of the Company or otherwise to
      purchase the Charged Shares or any part thereof in the event that they are
      sold by the Investors pursuant to the power of sale conferred on the
      Investors by clause 10.2 above.

10.5  The Chargor shall have no claim against the Investors in respect of any
      loss arising out of any such sale or any postponement thereof howsoever
      caused and whether or not a better price could or might have been obtained
      upon the sale of the Charged Shares or any part thereof by deferring or
      advancing the date of such sale or otherwise howsoever.

10.6  The Chargor undertakes and agrees with the Investors that any dividends,
      interest, repayment principal or other payments which may be received or
      receivable or have been received by the Investors or by any nominees of
      the Investors in respect of the Charged Shares or any part thereof may be
      applied by the Investors as though they were proceeds of sale hereunder.

11.   COSTS, CHARGES AND EXPENSES

11.1  The Chargor shall from time to time forthwith on demand pay to or
      reimburse the Investors for:

      11.1.1 all costs, charges and expenses (including legal and other fees on
             a full indemnity basis and all other out-of-pocket expenses)
             incurred by the Investors in exercising any of their rights or
             powers hereunder or in suing for or seeking to recover any sums due
             hereunder or otherwise preserving or enforcing their rights and
             powers hereunder or in defending any claims brought against them in
             respect of this Charge (whether or not the Chargor is party to such
             proceedings or in anyway interested directly or indirectly

                                     S11-7

<PAGE>
             in the outcome of such proceedings) or in releasing, discharging or
             re-assigning this Charge upon satisfaction of the Secured
             Obligations hereby secured; and

      11.1.2 all stamp duties and other duties and levies (if any) from time to
             time payable in this Charge and any other instrument which may, at
             any time, be executed pursuant to the terms of this Charge;

      and, until payment of the same in full, all such costs, charges and
      expenses shall be secured by this Charge.

12.   INDEMNITY

      The Chargor shall indemnify the Investors, and keep the Investors
      indemnified and held harmless against all losses, liabilities, damages,
      costs and expenses incurred by them in the execution or performance of the
      terms and conditions hereof and against all actions, proceedings, claims,
      demands, costs, charges and expenses which may be incurred, sustained or
      arise in respect of the non-performance or non-observance of any of the
      undertakings and agreements on the part of the Chargor herein contained or
      in respect of any matter or thing done or omitted relating in any way
      whatsoever to the Charged Shares.

13.   FURTHER ASSURANCE

13.1  The Chargor shall at any time and from time to time (whether before or
      after the security hereby created shall have become enforceable) execute
      such further legal or other mortgages, charges or assignments and do all
      such transfers, assurances, acts and things as the Investors may require
      over or in respect of the Charged Shares to secure all monies, obligations
      and liabilities hereby secured or for the purposes of perfecting and
      completing any assignment of the Investors' rights, benefits or
      obligations hereunder and the Chargor shall also give all notices, orders
      and directions which the Investors may require.

13.2  Without limiting the foregoing, the Chargor agrees from time to time to
      execute and sign and/or to procure its nominees to execute and sign, all
      transfers, powers of attorney, proxies and other documents which the
      Investors may require for perfecting the Investors' title to the Charged
      Shares or for vesting or enabling them to vest the same in themselves,
      their nominees or in any purchaser including, without limitation,
      procuring to be duly passed such resolutions by the directors of the
      Company and such resolutions in an extraordinary general meeting of the
      Company as the Investors shall require for the purposes of approving and
      passing for registration any transfers of any of the Charged Shares or for
      such other purposes as the Investors shall from time to time require and
      the Chargor is legally able to do.

13.3  The Chargor will do or procure to be done everything which the Investors
      may from time to time require to be done for the purpose of exercising or
      enforcing the Investors' rights hereunder and will allow the name of the
      Chargor to be used as and when required by the Investors for that purpose.

14.   POWER OF ATTORNEY

      The Chargor irrevocably appoints the Investors by way of security to be
      its attorneys (with full power of substitution) and in its name or
      otherwise on its behalf and as its act and deed to sign, seal, execute,
      deliver, perfect and do all deeds, instruments, acts and things which may
      be required or which the Investors shall think proper or expedient for
      effecting full compliance with, and performance of any obligations imposed
      on the Chargor hereunder or for exercising any of the powers hereby
      conferred or for giving to the Investors the full benefit of this security
      and so that the appointment hereby made shall operate to confer on the
      Investors authority to do on behalf of the Chargor anything which it can
      lawfully do by an attorney. The Chargor

                                     S11-8

<PAGE>

      ratifies and confirms and agrees to ratify and confirm any deed,
      instrument, act or thing which such attorneys or substitute may execute or
      do.

15.   WAIVER AND SEVERABILITY

      No failure or delay by the Investors in exercising any right, power or
      remedy hereunder or under the Share Subscription Agreement or this Charge
      shall impair such right, power or remedy or operate as a waiver thereof,
      nor shall any single or partial exercise of the same preclude any further
      exercise thereof or the exercise of any other right, power or remedy. The
      rights, powers and remedies herein and therein provided are cumulative and
      do not exclude any other rights, powers and remedies provided by law. If
      at any time any provision of this Charge is or becomes illegal, invalid or
      unenforceable in any respect under the law of any jurisdiction, the
      legality, validity and enforceability of such provision under the law of
      any other jurisdiction, and of the remaining provisions of this Charge,
      shall not be affected or impaired thereby.

16.   MISCELLANEOUS

16.1  The liabilities and obligations of the Chargor under this Charge shall
      remain in force notwithstanding any act, omission, event or circumstance
      whatsoever, until full satisfaction of the Secured Obligations.

16.2  Without limiting clause 16.1 above, neither the liability of the Chargor
      nor the validity or enforceability of this Charge shall be prejudiced,
      affected or discharged by:

      16.2.1 the granting of any time or indulgence to the Chargor or any other
             person;

      16.2.2 any variation or modification of any of this Charge and/or the
             Share Subscription Agreement or any other document referred to
             therein;

      16.2.3 the invalidity or unenforceability of any obligation or liability
             of the Chargor under this Charge and/or the Share Subscription
             Agreement to which all or any of them are party;

      16.2.4 any invalidity or irregularity in the execution of this Charge or
             the Share Subscription Agreement;

      16.2.5 any deficiency in the powers of the Chargor or any other party to
             enter into or perform any of its obligations under this Charge
             and/or the Share Subscription Agreement to which it is a party or
             any irregularity in the exercise thereof or any lack of authority
             by any person purporting to act on behalf of the Chargor or any
             other party thereto;

      16.2.6 the bankruptcy, insolvency or liquidation or death, incapacity,
             disability or limitation or any change in the constitution or
             status of the Chargor;

      16.2.7 the Share Subscription Agreement, encumbrance, charge, guarantee or
             other security or right or remedy being or becoming held by or
             available to the Investors or by any of the same being or becoming
             wholly or partly void, voidable, unenforceable or impaired or by
             the Investors at any time releasing, refraining from enforcing,
             varying or in any other way dealing with any of the same or any
             power, right or remedy the Investors may now or hereafter have from
             or against any other person;

      16.2.8 any waiver, exercise, omission to exercise, compromise, renewal or
             release of any rights against the Chargor or any other person or
             any compromise, arrangement or settlement with any of the same;
             and/or

                                     S11-9

<PAGE>
      16.2.9 any act, omission, event or circumstance which would or may but for
             this provision operate to prejudice, affect or discharge this
             Charge or the liability of the Chargor hereunder.

16.3  This Charge may be enforced without the Investors first having recourse to
      any other security or rights or taking any other steps or proceedings
      against the Chargor or any other person whatsoever or, if the Investors in
      their absolute discretion deem fit, may be enforced for any balance due
      after resorting to any one or more other means of obtaining payment or
      discharge of the monies, obligations and liabilities hereby secured.

16.4  Notwithstanding any discharge, release or settlement from time to time
      between the Investors and the Chargor, if any security, disposition or
      payment granted or made to the Investors in respect of the Secured
      Obligations by the Chargor or any other person is avoided or set aside or
      ordered to be surrendered, paid away, refunded or reduced by virtue of any
      provision, law or enactment relating to bankruptcy, insolvency,
      liquidation, winding-up, composition or arrangement for the time being in
      force or for any other reason, the Investors shall be entitled hereafter
      to enforce this Charge as if no such discharge, release or settlement had
      occurred.

16.5  The obligations, responsibility and liability on the part of the Chargor
      under this Charge shall be personal to that Chargor and shall not be
      affected, diminished or prejudiced by the release, discharge, surrender,
      variation, substitution or dissipation of all or any part of the Charged
      Shares or any other security.

16.6  Any amendment or waiver of any provision of this Charge and any waiver of
      any default under this Charge shall only be effective if made in writing
      and signed by the Investors.

17.   ASSIGNMENT

17.1  The Chargor may not assign or transfer any of its rights or obligations
      hereunder.

17.2  Each of the Investors may assign and/or transfer or grant participation in
      all or any part of its rights and/or obligations under this Charge and
      make all necessary disclosures as it may, in its absolute discretion, deem
      appropriate.

18.   NOTICES

18.1  Each notice, demand or other communication to be given or made hereunder
      shall, unless otherwise provided herein, be given or made in writing and
      delivered or sent by personal delivery or by first class airmail, postage
      prepaid to the relevant party at its address set out below, or by
      facsimile sent to the facsimile number set out below (or such other
      address, facsimile or telex number as the addressee has by three days'
      prior written notice specified to the other parties):

<TABLE>
<S>                                                <C>
To the Chargor:

                                                   Address:  Li & Partners
                                                   22/F., World Wide House
                                                   Central, Hong Kong

          Facsimile Number :                       (852) 2501 0028

To AOF:

          Address:                                 AIG Asian Opportunity Fund, L.P.
                                                   c/o Maples & Calder
</TABLE>

                                S11-10

<PAGE>

<TABLE>
<S>       <C>                                      <C>
                                                   PO Box 309
                                                   Ugland House
                                                   South Church Street
                                                   George Town
                                                   Grand Cayman
                                                   Cayman Islands

          Facsimile Number :                       (1) 345 949 8080

          With a copy to:                          AIG Global Investment Corporation (Asia) Limited

          Address:                                 Suites 3601 & 10-12
                                                   One Pacific Place
                                                   88 Queensway
                                                   Hong Kong

          Facsimile Number :                       (852) 2893 6606

To AIAB

          Address:                                 American International Assurance Company
                                                   (Bermuda) Limited
                                                   American International Building
                                                   29 Richmond Road
                                                   Pembroke
                                                   Bermuda HM 08
                                                   Bermuda

          Facsimile Number :                       (1) 441 292 6735

          With a copy to:                          AIG Global Investment Corporation (Asia) Limited

          Address:                                 Suites 3601 & 10-12
                                                   One Pacific Place
                                                   88 Queensway
                                                   Hong Kong

          Facsimile Number :                       (852) 2893 6606
</TABLE>

18.2  Any notice, demand or other communication so addressed to the relevant
      party shall be deemed to be validly given, (a) if delivered personally, at
      the time of such delivery, (b) if given or made by letter, two days after
      posting and it shall be sufficient to prove that such notice, demand or
      other communication was properly addressed, stamped and posted, and (c) if
      given or made by facsimile, at the time of despatch (with full
      transmission report); provided however that any notice, demand or other
      communication to be given by the Chargor to the Investors shall only be
      effective upon actual receipt thereof by the Investors.

18.3  Each notice, demand or other communication given or made by any party to
      another in relation to this Charge, and any other documents or instruments
      required to be delivered by one party to another hereunder, shall be in
      the English language.

19.   GOVERNING LAW AND JURISDICTION

19.1  This Charge shall be governed by and construed in all respects in
      accordance with the laws of Hong Kong, and the Chargor hereby irrevocably
      submits to the non-exclusive jurisdiction of

                                     S11-11

<PAGE>

      the Hong Kong courts.

19.2  The submission by the Chargor to the jurisdiction of the Hong Kong courts
      shall not preclude or limit in any way the right of the Investors to take
      proceedings against all or the Chargor in any other courts having,
      claiming or accepting jurisdiction over them or any of their respective
      assets, nor shall the taking of proceedings in any one or more
      jurisdiction(s) preclude the taking of proceedings in any other
      jurisdiction(s), whether concurrently or not.

IN WITNESS whereof this Charge has been executed by the parties hereto and is
intended to be and is hereby delivered on the day and year first above written.

                                     S11-12

<PAGE>

THE CHARGOR:

SEALED with the Common Seal of                                )
JITTER BUG HOLDINGS LIMITED and                               )
SIGNED by                                                     )
in the presence of:                                           )

THE INVESTORS:

SIGNED by                                                     )
AIG Asian Opportunity G.P., L.L.C.                            )
in its capacity as general partner for                        )
AIG ASIAN OPPORTUNITY FUND, L.P.                              )
in the presence of:                                           )

SIGNED by                                                     )
for and on behalf of                                          )
AMERICAN INTERNATIONAL                                        )
ASSURANCE COMPANY (BERMUDA)                                   )
LIMITED in the presence of:                                   )

                                     S11-13

<PAGE>

                             DATE           2003

                           JITTER BUG HOLDINGS LIMITED
                                 AS THE CHARGOR

                                  IN FAVOUR OF

   AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
                        AIG ASIAN OPPORTUNITY FUND, L.P.

                                       AND

                        AMERICAN INTERNATIONAL ASSURANCE
                            COMPANY (BERMUDA) LIMITED

                                  SHARE CHARGE

                             IN RESPECT OF SHARES IN
                             NINETOWNS DIGITAL WORLD
                             TRADE HOLDINGS LIMITED

                                DIBB LUPTON ALSOP
                                    Hong Kong

                              Ref.: MML.TWL.477-005

                                     S11-14

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                               PAGE
<S>     <S>                                                                                          <C>
1.      DEFINITIONS AND INTERPRETATION ...........................................................    1
2.      CHARGE ...................................................................................    2
3.      RELEASE AND DISCHARGE ....................................................................    3
4.      INCOME ...................................................................................    3
5.      DIVIDENDS, VOTING AND OTHER RIGHTS .......................................................    4
6.      CONTINUING SECURITY ......................................................................    4
7.      REPRESENTATIONS AND WARRANTIES ...........................................................    4
8.      UNDERTAKINGS .............................................................................    6
9.      EVENTS OF DEFAULT ........................................................................    6
10.     EFFECT OF EVENT OF DEFAULT ...............................................................    6
11.     COSTS, CHARGES AND EXPENSES ..............................................................    7
12.     INDEMNITY ................................................................................    8
13.     FURTHER ASSURANCE ........................................................................    8
14.     POWER OF ATTORNEY ........................................................................    8
15.     WAIVER AND SEVERABILITY ..................................................................    9
16.     MISCELLANEOUS ............................................................................    9
17.     ASSIGNMENT ...............................................................................   10
18.     NOTICES ..................................................................................   10
19.     GOVERNING LAW AND JURISDICTION ...........................................................   11
</TABLE>

                                     S11-15