Yunkang Group Limited — Proxy Solicitation & Information Statement 2001

May 2, 2001

(Incorporated in Hong Kong with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Pursuant to Article 167 of the Articles of Association of the Company, NOTICE IS HEREBY GIVEN by way of advertisement that an Extraordinary General Meeting of the Company will be held at Salon 1-3, 3/F, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong on 14 May 2001 at 3:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution with or without modification:-

ORDINARY RESOLUTION

"THAT subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the Share Option Scheme (the "Share Option Scheme") proposed to be adopted by Digital China Holdings Limited ("DCHL") and any options which may be granted under the Share Option Scheme and the listing of and permission to deal in any shares of DCHL which may fall to be issued pursuant to the exercise of options granted under the Share Option Scheme and the Bermuda Monetary Authority granting approval of the options granted under the Share Option Scheme and the allotment and issue of the shares of DCHL pursuant to the exercise of such options, the Share Option Scheme (a copy of which has been produced to the meeting and marked "A" and signed by the Chairman of the meeting for the purpose of identification) proposed to be adopted by DCHL be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to take such steps and actions and to execute all such documents on behalf of the Company as they may in their discretion consider necessary, desirable and/or expedient to give effect to and implement the Share Option Scheme."

By order of the Board

Liu Chuanzhi

Chairman

Hong Kong, 27 April 2001

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and, in the event of poll, vote in his stead. A proxy needs not be a member of the Company.

2. In order to be valid a proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney, must be completed and lodged with the Company's share registrar, Abacus Share Registrars Limited, 2401 Prince's Building, Central, Hong Kong, not later than 48 hours before the time fixed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting should they so wish.

3. Where there are joint holders of any share, any one of such joint holders may vote, 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 are present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

"Please also refer to the published version of this announcement in the South China Morning Post "