Digital China Holdings Limited — Proxy Solicitation & Information Statement 2017

Dec 1, 2017

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FORM OF PROXY FOR SPECIAL GENERAL MEETING (or at any adjournment thereof)

[1)] I/We[(Note] ,

of

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 (as the case may be) of the Company to be held at Taishan Room, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 27 December 2017 at 10: 30 a.m. or at any adjournment thereof (as the case may be) to vote on my/our behalf in respect of the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 4 December 2017.

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	ToapprovetheincreaseinauthorisedsharecapitaloftheCompanyfrom
	HK$200,000,000dividedinto2,000,000,000sharesofHK$0.10eachto
	HK$250,000,000 dividend into 2,500,000,000 shares by the creation of an additional
	500,000,000 new shares of HK$0.10 each.
2.	To grant a general and unconditional mandate to the board of directors to issue new
	shares of the Company not exceeding 20% of the issued share capital of the Company
	as at the date of passing this resolution, and the discount for any shares to be issued for
	cash shall not be 20% or more unless the Stock Exchange agrees otherwise.
3.	To extend the general mandate granted to the board of directors pursuant to resolution
	2 to cover the shares bought back by the Company pursuant to the buy-back mandate
	granted to the board of directors at the annual general meeting of the Company held on
	31 May 2017.
4.	To approve the refreshment of the scheme mandate limit under the share option scheme
	adopted by the Company on 15 August 2011.
5.	To appoint Mr. YU Ziping as non-executive director of the Company.
6.	To appoint Mr. PENG Jing as non-executive director of the Company.

Dated this day of 2017 Signature(s)[(Note][5)] :

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 of the Company entitled to attend and vote at the special general meeting or any adjournment thereof (as the case may be) shall be entitled to appoint another person as his/her proxy to attend and vote 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.

4. 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.

5. 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.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the special general meeting or any adjournment thereof (as the case may be), 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 special general meeting or any adjournment thereof (as the case may be), 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.

7. 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 public office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the special general meeting or any adjourned meeting thereof (as the case may be).

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

• For identification purpose only