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To: Glenn Petersen who wrote (725)	12/23/2006 12:23:10 PM
From: Glenn Petersen	Respond to of 3862

Great Wall Acquisition has completed its acquisition of ChinaCast Communication Holdings Limited: Form 8-K for GREAT WALL ACQUISITION CORP -------------------------------------------------------------------------------- 22-Dec-2006 Completion of Acquisition or Disposition of Assets, Unregistered Sale Item 2.01 Completion of Acquisition or Disposition of Assets. On December 22, 2006, Great Wall announced that it has consummated its previously announced acquisition of ChinaCast Communication Holdings Limited. As of December 22, 2006, shareholders of ChinaCast that had previously executed Letters of Undertaking with Great Wall with respect to the sale of their shares and that collectively hold 239,648,953 shares of ChinaCast or 51.22% of ChinaCast's outstanding shares have accepted the voluntary conditional offer (the "Offer") made in Singapore by DBS Bank, for and on behalf of Great Wall, to acquire all of the outstanding ordinary shares of ChinaCast. As a result of this acceptance of the Offer by the ChinaCast shareholders that previously executed the Letters of Undertaking, ChinaCast has become a subsidiary of Great Wall and such acquisition qualifies as a "business combination" under Great Wall's amended and restated certificate of incorporation. None of the shares issued to these shareholders have been registered under the Securities Act of 1933, as amended (the "Securities Act"). These shares were sold in offshore transactions in reliance on Regulation S of the Securities Act. Each of the shareholders described above who accepted the Offer received 0.04697048 new shares of Great Wall common stock in exchange for each share of ChinaCast. ChinaCast tendered by such shareholder. In addition to the ChinaCast shares that have been acquired by Great Wall as described above, as of December 22, 2006, ChinaCast shareholders holding an additional 31,703,000 shares of ChinaCast's outstanding shares have also accepted the Offer. Pursuant to the terms of the Offer and in compliance with Singapore law, the Offer will remain open in Singapore until January 18, 2007. ChinaCast shareholders can continue to accept the Offer until such date. Each ChinaCast shareholder who accepts the Offer may elect to receive, in consideration for each share of ChinaCast tendered by such shareholder, either 0.04697048 new shares of Great Wall common stock or S$.28 in cash. In connection with the business combination, Great Wall has filed a registration statement on Form S-4 (Registration No. 333-134098) with the Securities and Exchange Commission. The definitive proxy statement/prospectus contained therein was distributed to stockholders on December 5, 2006, and contains important information about Great Wall, ChinaCast and the transaction with ChinaCast, including a description of the business and assets of ChinaCast as well as detailed risk factors. Such information is incorporated herein by reference from Amendment No. 7 to Great Wall's Registration Statement on Form S-4 (Registration No. 333-134098). The definitive proxy statement/prospectus and other documents filed by Great Wall are available free of charge at the SEC's website, sec.gov, or by directing a request to Great Wall Acquisition Corporation, 660 Madison Avenue, 15th Floor, New York, New York, 10021, Attention: Richard Xue. Great Wall has issued a press release included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. <snip> biz.yahoo.com