This Document Is Important and Requires Your Immediate Attention

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Composite Document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in GWT, you should at once hand this Composite Document together with the accompanying Form of Acceptance to the purchaser(s) or transferee(s) or to the bank or licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). This Composite Document should be read in conjunction with the accompanying Form of Acceptance, the provisions of which form part of the terms of the H Share Offer contained herein. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form of Acceptance, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Composite Document and the accompanying Form of Acceptance. GWT CHINA ELECTRONICS CHINA GREAT WALL COMPUTER GREAT WALL TECHNOLOGY CORPORATION GROUP COMPANY* COMPANY LIMITED （中國電子信息產業集團有限公司）（中電長城計算機集團公司）（長城科技股份有限公司） (A state-owned enterprise incorporated in the (A state-owned enterprise incorporated in the (A joint stock limited company incorporated in the People’s Republic of China) People’s Republic of China) People’s Republic of China with limited liability) (Stock Code: 0074) COMPOSITE OFFER AND RESPONSE DOCUMENT (1) VOLUNTARY CONDITIONAL OFFER BY ABCI CAPITAL LIMITED ON BEHALF OF CEC AND CGW FOR ALL THE ISSUED H SHARES IN GWT (OTHER THAN THOSE ALREADY HELD BY CEC AND CGW AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) AND (2) PROPOSED PRIVATISATION AND VOLUNTARY WITHDRAWAL OF LISTING OF THE H SHARES OF GWT AND (3) PROPOSED MERGER BY ABSORPTION OF CGW AND GWT BY CEC Financial adviser to CEC and CGW Independent financial adviser to the Independent Board Committee of GWT SOMERLEYSOMERLEY LIMITED LIMITED Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this Composite Document. A joint letter from CEC Board and CGW Board is set out on pages 10 to 14 of this Composite Document. A letter from ABCI Capital Limited, containing amongst other things, the terms of the H Share Offer and the Merger Agreement is set out on pages 15 to 24 of this Composite Document. A letter from GWT Board is set out on pages 25 to 34 of this Composite Document. A letter from the Independent Board Committee containing its recommendation to the Independent GWT H Shareholders in respect of the H Share Offer, the voluntary withdrawal of listing of the H Shares and the Merger Agreement is set out on pages 35 to 36 of this Composite Document. A letter from Somerley containing its advice to the Independent Board Committee in respect of the H Share Offer, the voluntary withdrawal of listing of the H Shares and the Merger Agreement is set out on pages 37 to 70 of this Composite Document. The procedures for acceptance and settlement of the H Share Offer are set out in Appendix I to this Composite Document and in the accompanying Form of Acceptance. Acceptances of the H Share Offer contained herein should be received by the Registrar by no later than 4:00 p.m. on Friday, 6 June 2014 or such later time or date as CEC and CGW may determine and announce, with the consent of the Executive, in accordance with the Takeovers Code. The summary of terms and important information of the Merger Agreement and the GWT Merger contemplated thereunder are set out in Appendix II to this Composite Document. The H Share Class Meeting convened to approve the voluntary withdrawal of the listing of the H Shares from the Stock Exchange and the Merger Agreement will be held at 3:00 p.m. on Friday, 30 May 2014 and the Extraordinary General Meeting to approve the Merger Agreement will be held at 4:00 p.m. on Friday, 30 May 2014. A notice of the H Share Class Meeting is set out in Appendix V and a notice of the Extraordinary General Meeting is set out in Appendix VI. A proxy form for use at the H Share Class Meeting and a proxy form for used at the Extraordinary General Meeting are enclosed with this Composite Document. Whether or not you are able to attend the H Share Class Meeting or the Extraordinary General Meeting, you are strongly urged to complete the accompanying proxy forms in accordance with the instructions printed thereon and return the proxy forms to (a) in the case of holders of H Shares, the Registrar, Computershare Hong Kong Investor Services Limited, of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and (b) in the case of the holder of the Domestic Shares, GWT of 16th Floor, Great Wall Technology Building, No.2 Keyuan Road, Technology and Industry Park, Nanshan District, Shenzhen, the People’s Republic of China as soon as possible and in any event not less than 24 hours before the time appointed for the H Share Class Meeting or the Extraordinary General Meeting or any adjournment thereof, and return of the proxy forms will not preclude you from attending and voting in person at the H Share Class Meeting or the Extraordinary General Meeting or any adjourned meetings should you so wish. A reply slip for each of the H Share Class Meeting and the Extraordinary General Meeting is also enclosed. You are reminded to complete and sign the reply slips (if you are entitled to attend the H Share Class Meeting and/or the Extraordinary General Meeting) and return the signed reply slips to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Saturday, 10 May 2014 in accordance with the instructions printed thereon. * for identification purpose only 11 April 2014 TABLE OF CONTENTS Page DEFINITIONS ............................................................... 1 EXPECTED TIMETABLE ...................................................... 7 JOINT LETTER FROM CEC BOARD AND CGW BOARD ........................... 10 LETTER FROM ABCI ......................................................... 15 LETTER FROM GWT BOARD .................................................. 25 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ....................... 35 LETTER FROM SOMERLEY ................................................... 37 APPENDIX I – FURTHER TERMS OF THE H SHARE OFFER ................... 71 APPENDIX II – THE SUMMARY OF TERMS AND IMPORTANT INFORMATION OF THE MERGER AGREEMENT ............................. 78 APPENDIX III – FINANCIAL INFORMATION ON GWT GROUP .................. 88 APPENDIX IV – GENERAL INFORMATION .................................... 218 APPENDIX V – NOTICE OF THE H SHARE CLASS MEETING ................... 235 APPENDIX VI – NOTICE OF EXTRAORDINARY GENERAL MEETING . 237 DEFINITIONS In this Composite Document, unless the context otherwise requires, the following expressions shall have the following meanings: “ABCI” ABCI Capital Limited, a licensed corporation licensed to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO “acting in concert” has the meaning given to it in the Takeovers Code, and “parties acting in concert” and “concert parties” shall be construed accordingly “Articles” the existing articles of association of a company “A-Share Listed Subsidiaries” China Great Wall Computer Shenzhen Co., Ltd. (中國長城計算機深圳股份有限公司), which is owned by GWT directly as to 53.92% and indirectly as to 2.7%; and Shenzhen Kaifa Technology Co., Ltd. (深圳長城開發科技股份有限公司), which is directly owned by GWT as to 44.51% “Accepting GWT H Shareholder(s)” the GWT H Shareholders who accept the H Share Offer by duly completing and returning the Form of Acceptance “Annual General Meeting” the annual general meeting of the GWT Shareholders to be convened for the purpose of, among other things, approving the audited financial statements of GWT Group for the year ended 31 December 2013 “associate(s)” has the meaning ascribed thereto in the Takeovers Code “Authorisations” all necessary authorisations, registrations, filings, rulings, consents, permissions, waivers, exemptions and approvals required from the Relevant Authorities or other third parties which are necessary for GWT to carry on its business “Business Day” a day on which the Stock Exchange is open for the transaction of business “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “CEC” China Electronics Corporation (中國電子信息產業集團有限公司), a state-owned enterprise established in 1989 under the PRC Laws with approval from the State Council “CEC Board” the board of directors of CEC 1 DEFINITIONS “CGW” China Great Wall Computer Group Company* (中電長城計算機集團公司), formerly known as China Great Wall Computer Group Company* (中國長城計算機集團公司), a state-owned enterprise established in 1986 in accordance with the PRC Laws and a wholly owned subsidiary of CEC “CGW Board” the board of directors of CGW “Composite Document” this composite offer and response document relating to the H Share Offer and the Merger Agreement “Conditions” the conditions of the H Share Offer as set

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