Digital China Holdings Limited — Proxy Solicitation & Information Statement 2026

May 11, 2026

神州控股

DC Holdings

DIGITAL CHINA HOLDINGS LIMITED

(神州數碼控股有限公司)

(Incorporated in Bermuda with limited liability)

(Stock Code: 00861)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

(or at any adjournment thereof)

I/We (Note 1), ________
of ________
being the registered holder(s) of (Note 2) ________ shares
of HK$0.10 each in the capital of Digital China Holdings Limited (神州數碼控股有限公司*) (the “Company”), HEREBY APPOINT the chairman
of the meeting or (Note 3) ________
of ________
and of email address ________

as my/our proxy to attend for me/us at the annual general meeting or any adjournment thereof (as the case may be) of the Company to be held via a virtual
meeting through the online platform (the “eVoting Portal”) on Friday, 26 June 2026 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.

ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2025.
2.	To declare final dividend of HK3.6 cents per Share for the year ended 31 December 2025.
3.	(i) To re-elect Mr. LIN Yang as an executive director of the Company.
	(ii) To re-elect Mr. CAI Yinghua as an executive director of the Company.
	(iii) To re-elect Mr. LIU Jun Qiang as a non-executive director of the Company.
	(iv) To re-elect Mr. KING William as an independent non-executive director of the Company.
	(v) To re-elect Dr. LI Jing as an independent non-executive director of the Company.
	(vi) To authorise the board of directors of the Company to fix the directors’ remuneration.
4.	To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
5.	(1) To grant a general and unconditional mandate to the board of directors of the Company to allot, issue and otherwise deal (including any sale or transfer of treasury shares out of treasury) 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.
	(2) To grant a general and unconditional mandate to the board of directors of the Company to buy back shares of the Company not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution.
	(3) To extend the general mandate granted to the board of directors of the Company pursuant to resolution 5(1) to cover the shares bought back by the Company pursuant to resolution 5(2).

Dated this __ day of __ 2026
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 annual 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 annual general meeting or any adjournment thereof (as the case may be), either via the eVoting Portal 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 annual 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 Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the annual 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.

9. For identification purpose only