Digital China Holdings Limited — Proxy Solicitation & Information Statement 2006

May 25, 2006

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(Incorporated in Bermuda with limited liability)

(Stock Code: 0861)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

(or at any adjournment thereof)

I/We [(Note 1)] ,

of

shares [[(Note 2)]]

being the registered holder(s) of shares [[(Note 2)]] of HK$0.10 each in the capital of Digital China Holdings Limited (the “ Company ”), HEREBY APPOINT the chairman of the meeting or [ (Note 3)]

of

as my/our proxy to attend for me/us at the special general meeting (or any adjournment thereof) of the Company to be held at Suite 2008, 20th Floor, Devon House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong on Friday, 9 June 2006 at 9:30 a.m. and at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

1. Ordinary resolution in relation to the Supplemental Master Purchases Agreement and the Revised Annual Purchase Caps (both as defined in the circular of the Company dated 25 May 2006)

2. Ordinary resolution in relation to the Supplemental Master Sales Agreement and the Revised Annual Sales Caps (both as defined in the circular of the Company dated 25 May 2006)

FOR [(Note 5)] AGAINST [(Note 5)]

Dated this day of , 2006. Signature [(Note 6)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

4. Under the Bye-Laws of the Company, a resolution put to the meeting shall be decided in the first instance on a show of hands unless a poll is properly demanded, and on a show of hands, every shareholder who is present in person or by a duly authorised corporate representative shall have one vote. A proxy cannot vote on a show of hands.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those resolutions referred to above.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

7. Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders be present at the meeting, then one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share shall alone be entitled to vote in respect thereof.

8. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Abacus Share Registrars Limited at 26/F, Tesbury Centre. 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the special general meeting or any adjourned meeting thereof.

9. Any alteration made to this form of proxy must be initialled by the person who signs it.

* For identification purpose only