Digital China Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 3, 2008

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00861)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Digital China Holdings Limited (the “ Company ”) will be held at Suite 2008, 20th Floor, Devon House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong on Tuesday, 25 November 2008 at 3:00 p.m. or any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the proposed revision of the annual cap for the financial year ending 31 March 2009 in relation to the purchases of the Products and Services (as defined in the circular of the Company dated 4 November 2008 (the “ Circular ”)) by the Company and/or its subsidiaries from Lenovo Group Limited and/or its subsidiaries on a continuing and regular basis from HK$2,576,448,000 to HK$2,950,818,200 be and is hereby approved; and

   • (b) any one director of the Company be and is hereby authorised to execute all such other documents, instruments or agreements and to do or take all such actions or things as such director considers necessary or desirable to implement and/or give effect to such revision.”

“ THAT :

• (a) the New Master Purchases Agreement (the details of which are set out in the Circular, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for identification purpose), the transactions contemplated thereunder and the Proposed Annual Caps (as defined in the Circular) be and are hereby approved, confirmed and/or ratified; and

• (b) any one director of the Company be and is hereby authorised to execute all such other documents, instruments or agreements and to do or take all such actions or things as such director considers necessary or desirable to implement and/or give effect to the terms of the New Master Purchases Agreement and the transactions contemplated thereunder.”

By Order of the Board Digital China Holdings Limited （神州數碼控股有限公司[*] ） GUO Wei

Chairman and Chief Executive Officer

Hong Kong, 4 November 2008

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Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place

of business in Hong Kong : Suite 2008, 20th Floor Devon House Taikoo Place 979 King’s Road Quarry Bay Hong Kong

Notes:

• (1) Any shareholder of the Company entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her proxy to attend and vote on a poll instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

• (2) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the SGM, 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.

• (3) To be valid, the instrument appointing a 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, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be).

• (4) As at the date hereof, the board of directors of the Company comprises two executive directors, namely Mr. GUO Wei (Chairman and Chief Executive Officer) and Mr. LIN Yang (President); four nonexecutive directors, namely Mr. Andrew Y. YAN, Mr. TANG Xudong, Mr. CHEN Derek Zhiyong and Mr. LUO Hong; and four independent non-executive directors, namely Mr. HU Zhao Guang, Professor WU Jinglian, Mr. WONG Man Chung, Francis and Mr. KWAN Ming Heung, Peter.

• For identification purpose only

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