<PAGE>

                                                                     EXHIBIT 4.4

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 22 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

                   -------------------------------------------
<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>

<PAGE>

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

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

SCHEDULE 1..................................................................   36

SCHEDULE 2..................................................................   37

SCHEDULE 3..................................................................   38
</TABLE>

<PAGE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED

THIS AGREEMENT is made on 22 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

                                       1

<PAGE>


                                             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);

         "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" or          means, in relation to a body
         "CONTROLLING"                       corporate, 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;

                                       2
<PAGE>


         "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 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/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");

         "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;

                                       3

<PAGE>
         "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;

         "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;

                                       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.

                                       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.

                                       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

                                       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;

                                       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;

                                       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].

                                       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,
                  and, 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 a Qualified 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 a Qualified IPO if it is a
         statutory requirement or a requirement of the Hong Kong Stock Exchange
         or relevant stock exchange for the Qualified 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 Qualified 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, each of the
         Founders hereby undertakes to the Company and to each of the Investors
         that, during

                                       11
<PAGE>

         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.

                                       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 or Initial Shareholder separately, and any of
         the Investors or Initial Shareholders 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.

                                       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.

                                       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/or 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/or 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.

                                       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.

                                       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,

                                       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

                                       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;

                                       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

                                       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

                                       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.

                                       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.

                                       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

                                       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.

                                       25

<PAGE>

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

/s/ Kenneth Chan
                                       26
<PAGE>

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

                                       27

<PAGE>

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

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

                                       28

<PAGE>

SIGNED by                      )
For and on behalf of           )  /s/ Lee Tat Man
Ever Praise Holdings Limited   )
in the presence of:            )
/s/ Tommy Fork
                                       29

<PAGE>

SIGNED by                           )
For and on behalf of                )  /s/ Philip Chen
Titan I Venture Capital Co., Ltd.   )
in the presence of:                 )
/s/ Tommy Fork

SIGNED by                           )
For and on behalf of                )  /s/ Philip Chen
Titan II Venture Capital Co., Ltd.  )
in the presence of:                 )
/s/ Tommy Fork

                                       30

<PAGE>

SIGNED by                           )
For and on behalf of                )
CFM Investments Limited-CFM         )  /s/ Philip Chen
Greater China Fund                  )
in the presence of:                 )
/s/ Tommy Fork

                                       31

<PAGE>

SIGNED by                              )
of China Equity Partners Limited       )
as General Partner for                 )  /s/ Colin Sau
China Equity Associates L.P.           )
in the presence of:                    )
/s/ Daniel Lee

                                       32

<PAGE>

SIGNED by Yoshiaki Hasegawa            )
of JAIC International (HK) Co., Ltd.   )
as Investment Manager of               )  /s/ Yoshiaki Hasegawa
MMFI Capi Venture Investments Limited  )
in the presence of:                    )

                                       33

<PAGE>

SIGNED by                              )
For and on behalf of                   )  /s/ Quek Cher Teck
UOB Venture (Shenzhen) Limited         )
in the presence of:                    )

                                       34

<PAGE>

SIGNED by                              )
For and on behalf of                   )  /s/ Edmond Wong
Huitung Investments (BVI) Limited      )
in the presence of:                    )
/s/ Joyce Lee

                                       35

<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

8.    HUITUNG INVESTMENTS (BVI) LIMITED

                                       36

<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              4,564,000            72.23

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

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

Ever Praise Holdings Limited               195,000             3.09

Huitung Investments (BVI)                  156,000             2.47
Limited

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

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

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

China Equity Associates L.P.               234,000             3.70

MMFI Capi Venture                           78,000             1.23
Investments Limited

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

                                       37

<PAGE>

                                   SCHEDULE 3
          ADDRESS AND FAX NUMBERS FOR NOTIFICATION AND NAMES, ADDRESSES
              AND FAX NUMBERS OF AGENTS FOR SERVICE OF PROCEEDINGS

Name, address and fax number of party  Name, address and fax number of the agent

(a)  Ninetowns Digital World Trade     Li & Partners
     Holdings Limited                  22/F., World Wide House
     Unit 2205 Worldwide House         Central, Hong Kong
     19 Des Voeux Road Central
     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.,       AIG Global Investment Corporation (Asia)
     L.L.C., in its capacity as        Ltd.
     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

                                       38

<PAGE>
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED

(d)  American International Assurance Company  AIG Global Investment Corporation
     (Bermuda) Limited                         (Asia) Ltd.
     American International Building           Suites 3601 & 10-12
     29 Richmond Road                          One Pacific Place
     Pembroke                                  88 Queensway
     Bermuda HM 08                             Hong Kong
     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


(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

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<PAGE>

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

     Fax number: (886-2) 2751-5416

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

(m)  Huitung Investments (BVI) Limited      Li & Partners
     P.O. Box 3140                          22/F., World Wide House
     Road Town, Tortola                     Central, Hong Kong
     British Virgin Islands
                                            Fax: (852) 2501 0028
     Fax number: (886-2) 2502-9716

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