Form of Irrevocable Undertaking [Letterhead of relevant shareholder]

Great Wall Acquisition Corporation

660 Madison Avenue 15^th Floor

New York, New York 10021

DBS Bank Ltd.

6 Shenton Way

DBS Building Tower 1

#41-01 Singapore 068809

1.  

We refer to the voluntary conditional offer (the "Offer") to be made by or on behalf of Great Wall Acquisition Corporation (the "Offeror"), for all the issued ordinary shares of US$0.08 each (the "Shares") in the capital of ChinaCast Communication Holdings Limited (the "Offeree") on the terms and subject to the conditions set out in the pre-conditional offer announcement substantially in the form attached as the Schedule hereto (the "Announcement").

2.  

For the consideration of US$1.00 (the receipt of which we hereby acknowledge) we hereby irrevocably and unconditionally undertake to the Offeror that:

we are the beneficial owner of the number of Shares specified on the signature page of this Letter of Undertaking;

we shall not, during the period commencing on the date of this Letter of Undertaking and ending at the Expiration Time (as defined in sub-paragraph (g) below), transfer (save to Permitted Transferees) or dispose of or create an encumbrance over all or any of the Shares specified on the signature page of this Letter of Undertaking except as permitted by the terms of this Letter of Undertaking;

we shall not, during the period commencing on the date of this Letter of Undertaking and ending at the Expiration Time, take any action which would cause us to breach our obligations under this Letter of Undertaking;

(except with your prior written consent) we shall not, during the period commencing on the date of this Letter of Undertaking and ending at the Expiration Time, directly or indirectly solicit, encourage (including without limitation, by way of providing information concerning the Offeree and/or any of its subsidiaries to any person), vote in favour of, initiate or participate in any tender (including without limitation, accepting any tender offer), negotiations, discussions or resolutions with respect to any expression of interest, offer or proposal by any person other than the Offeror to:-

(i)

acquire an interest in all or a substantial part of the business, operations or undertakings of the Offeree and its subsidiaries or an additional five per cent. or more of the issued share capital of the Offeree;

(ii)

acquire control of the Offeree; or

(iii)

otherwise acquire or merge with the Offeree (including by way of scheme of arrangement, capital restructuring, tender offer, joint venture or dual listed company structure),

we shall accept the Offer and elect to receive the Stock Consideration (as defined in the Announcement) in respect of all the Shares specified on the signature page of this Letter of Undertaking, on the terms and subject to the conditions set out in the Announcement (or on such other terms and conditions as may be agreed in writing between yourselves and ourselves) and in accordance with the requirements of the Singapore Code on Take-overs and Mergers (the "Code"), the Securities and Futures Act (Chapter 289) and the Listing Manual of the Singapore Exchange Securities Trading Limited (the "Listing Manual");

we shall accept the Offer and elect to receive the Stock Consideration not later than 5:00 pm (Singapore time) on the date falling seven (7) business days (a business day being a day which is not a Saturday, Sunday or public holiday in Singapore on which commercial banks are open for business in Singapore) after the date of despatch of the offer document in respect of the Offer, in accordance with the procedures prescribed in the offer document to be issued in connection with the Offer and the relevant form(s) of acceptance accompanying it;

notwithstanding any rights of withdrawal under the Code, we shall not withdraw any of the Shares tendered for acceptance until such time as the Offer shall lapse or be withdrawn by the Offeror (the earlier of such time and the time at which the Offeror purchases the Shares pursuant to the Offer being referred to as the "Expiration Time"), whereupon we shall be discharged and released from our obligations under this Letter of Undertaking; and

we shall do and execute or procure to be done and executed such further acts, deeds, things and documents as may reasonably be necessary to accept the Offer and elect to receive the Stock Consideration in accordance with the terms of this Letter of Undertaking.

3.  

Our obligations under this Letter of Undertaking shall come into effect only as of the date that such shareholders of CCHL (including Super Dynamic Consultancy Limited and Technology Venture Investments Limited.) collectively holding at least 50% of the issued share capital of CCHL enter into letters of undertaking with obligations similar to those in this Letter of Undertaking. This Letter of Undertaking shall terminate and be of no further effect on the earlier of the Expiration Time and the date falling ten (10) months after the date this Letter of Undertaking takes effect.

We hereby consent to the release of the Announcement by or on behalf of the Offeror, in particular any and all references to, and descriptions of, this Letter of Undertaking in the Announcement. We shall not make any further announcement concerning the Offer except as required by law or the Listing Manual or other regulatory body or the court or with your prior approval (such approval not to be unreasonably withheld or delayed). Pending the Offer becoming unconditional in all respects, we shall, subject to the requirements of any law or regulation (including, without limitation, the Listing Manual), consult you as to the terms of, the timetable for and manner of publication of, any formal announcement or circular to shareholders, employees and to any recognised stock exchange or other authorities or to the media or otherwise which we may desire or be obliged to make regarding the Offer and we will consult you regarding any other announcement which is or may be material in the context of the Offer. Any other communication which we may make concerning the foregoing matters shall, subject to the requirements of any law or regulation (including, without limitation, the Listing Manual), be consistent with any such formal announcement or circular as aforesaid.

We further undertake not to sell, transfer, assign or otherwise dispose of any part of the Stock Consideration received by us pursuant to the acceptance of the Offer in a manner that would violate SEC rules and regulations.

We agree that the Offeror will be irreparably damaged and will not have an adequate remedy at law in the event that we shall not accept the Offer and elect to receive the Stock Consideration in accordance with the provisions of this Letter of Undertaking. We therefore agree that the Offeror shall be entitled to injunctive relief, including specific enforcement, to enforce the provisions of this Letter of Undertaking, in addition to any other remedy to which the Offeror may be entitled at law.

We shall be responsible for our own fees and expenses in connection with the execution and performance of this Letter of Undertaking. No broker, agent, finder, consultant or other person or entity is entitled to be paid based upon any agreement made by any party in connection with any of the transactions contemplated hereby.

This Letter of Undertaking shall lapse if for whatever reason:

(a)

the Offer is withdrawn or lapses, or fails to become or be declared to be unconditional for any reason;

(b)

the Offeror fails to release, or procure the release of, the Announcement before 8:00 a.m. (Singapore time) on 18 September 2005;

By signing this Letter of Undertaking, you represent and warrant to us that you are currently listed on the NASDAQ OTC Bulletin Board and you intend to apply to be listed on the NASDAQ National Market as soon as possible after the completion of the Offer.

A person who is not a party to this Undertaking has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Letter of Undertaking.

This Letter of Undertaking is governed by, and shall be construed in accordance with, the laws of Singapore.

 

Number of Shares

all resolutions as may be necessary or incidental to approve, implement and effect the Offer, the acquisition of any CCHL Shares pursuant to the Offer or otherwise, and the allotment and issue of the new shares of common stock of GWAC US$0.0001 per share (“GWAC Common Stock”) pursuant to the Offer or any other acquisitions of CCHL Shares (including pursuant to any compulsory acquisition pursuant to Section 102(1) of the Companies Act 1981 of Bermuda (as amended) (“Bermuda Act”)) having been passed at a general meeting of the stockholders of GWAC (or any adjournment thereof); and

CCHL providing GWAC with audited consolidated financial statements of CCHL prepared in accordance with U.S. generally accepted accounting principles and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, for at least its two most recent financial years and such other financial information as may be required to be included in any filing (or exhibit thereto) to be filed with the Securities and Exchange Commission (“SEC”) in connection with the Offer by 30 September 2005.

Subject to the satisfaction or waiver of the Pre-Conditions, the Offeror will make the Offer for all the CCHL Shares (the "Offer Shares") in accordance with Rule 15 of The Singapore Code on Take-overs and Mergers (the "Code") and subject to the terms and conditions set out in the Offer Document to be issued by DBS Bank for and on behalf of the Offeror.

The Offer, if made, will be extended, on the same terms and conditions, to:

Pursuant to the Offer and based on the terms of the Offer as at the date of this Announcement, as an alternative to the Cash Consideration and upon the election of the CCHL Shareholders to receive the Stock Consideration, GWAC will issue up to approximately 20.75 million new GWAC Common Stock, representing approximately 376.22% of the existing issued share capital of 5,515,975 GWAC Common Stock or approximately 79.00% of the enlarged issued share capital of GWAC of approximately 26.27 million GWAC Common Stock (assuming full acceptances of the Offer and full election of the Stock Consideration and no outstanding warrants of GWAC are exercised). A registration statement will be filed with the SEC for the new GWAC Common Stock to be issued pursuant to the Offer. The new GWAC Common Stock will, on issue, be credited as fully paid-up and shall rank pari passu in all respects with the then existing GWAC Common Stock. GWAC is currently listed on the NASDAQ OTC Bulletin Board and also intends to apply to be listed on NASDAQ National Market as soon as possible after completion of the Offer.

The Offer, if made, will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which, when taken together with the CCHL Shares owned, controlled or agreed to be acquired by the Offeror or parties acting or deemed to be acting in concert with it (either before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of CCHL Shares carrying more than 50% of the voting rights attributable to the issued share capital of CCHL as at the close of the Offer (including any voting rights attributable to CCHL Shares issued or to be issued pursuant to the valid exercise of the Options prior to the close of the Offer). Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of CCHL Shares carrying more than 50% of the maximum potential issued share capital of CCHL. For this purpose, the “maximum potential issued share capital of CCHL” means the total number of CCHL Shares which would be in issue had all the Options been validly exercised as at the date of such declaration.

5.1  

Assuming a full election of the Stock Consideration, based on [set out valuation of GWAC Common Stock and relevant exchange rate], the Offer values each of the Offer Share at approximately S$0.4185 which represents:

5.2  

The Cash Consideration of S$0.28 for each Offer Share represents:

to accept the Offer in respect of the number of CCHL Shares held by it as set out in the table below, not later than 5:00 pm (Singapore time) on the date falling seven (7) business days after the date of despatch of the offer document in respect of the Offer;¹ 

to elect to receive the Stock Consideration in connection thereto; and

not to sell, transfer, assign or otherwise dispose of any part of the Stock Consideration received by it pursuant to the acceptance of the Offer in a manner that would violate SEC rules and regulations.

Name

Number of CCHL Shares

As a percentage of the entire issued
share capital of CCHL² 

Super Dynamic Consultancy Limited

67,326,820

15.24

%

Technology Venture Investments Limited

66,074,441

14.96

%

Intel Pacific, Inc.

22,222,918

5.03

%

Sergio Ventures Limited

6,031,510

1.37

%

Kenbell Management Limited

1,723,287

0.39

%

Asia Capitol Technology Partners Limited

12,026,155

2.72

%

Bostwicken Consultancy Limited

1,507,878

0.34

%

Time Global International Limited

1,749,107

0.40

%

Isthoch Assets Limited

3,015,755

0.68

%

Panwell Investment Limited

5,276,358

1.19

%

GC&C Holdings Limited

4,679,468

1.06

%

Wang Yu Huei

8,363,000

1.89

%

Asdew Acquisitions Pte Ltd

4,500,000

1.02

%

Liao Zhen

1,700,000

0.38

%

Yin Jian Ping

1,000,000

0.23

%

Ron Chan

750,000

0.17

%

Kevin Poon

700,000

0.16

%

Duke Group Limited

5,276,358

1.19

%

Virtual Century Group Limited

9,369,171

2.12

%

Leung Kin Foo

1,400,000

0.32

%

Stanley Chan Chi Kwong

1,000,000

0.23

%

Tang Chi Tang

300,000

0.07

%

Total

225,992,226

51.15

%

1.

Except for Super Dynamic Consultancy Limited who has undertaken to accept the Offer on the later of (i) the date falling seven (7) business days after the date of despatch of the offer document in respect of the Offer; and (ii) 15 November 2005.

(a)  

the Offer is withdrawn, or lapses, or fails to become or be declared to be unconditional for any reason;

(b)  

any of the Covenantors is released from any of the obligations under the relevant Undertaking; or

(c)  

the Offeror is delisted from the NASDAQ OTC Bulletin Board,

Kin Shing Li, who beneficially owns 430,000 shares of common stock, or 7.80% of the total shares of common stock outstanding;

Justin Tang, who beneficially owns 430,000 shares of common stock, or 7.80% of the total shares of common stock outstanding;

Jack Silver, who beneficially owns 300,000 shares of common stock, or 5.44% of the total shares of common stock outstanding; and

Sapling, LLC, who beneficially owns 299,000 shares of common stock, or 5.42% of the total shares of common stock outstanding.

RATIONALE FOR THE OFFER 

14 September 2005

Announcement of Pre-Conditional Voluntary Offer

Not later than 30 September 2005

CCHL providing GWAC with audited consolidated financial statements of CCHL prepared in accordance with U.S. generally accepted accounting principles and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, for at least its two most recent financial years

Not later than 25 March 2006

Extraordinary general meeting of the Offeror to approve, inter alia, the Offer and the issue of new GWAC Common Stock pursuant to the Offer

 

If GWAC Stockholders’ approval is obtained and the other Pre-Condition is fulfilled and remain fulfilled or is waived, DBS Bank will announce firm intention to make the Offer on behalf of the Offeror

As soon as possible after satisfaction or waiver of the Pre-Conditions

Announcement of the Offer

Not earlier than 14 days

and not later than 21 days

from the date of the Offer

Announcement

Despatch of Offer Document