Hong Kong Exchanges and Clearing : NOTICE OF ADJOURNED ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

NOTICE OF ADJOURNED ANNUAL GENERAL MEETING

Reference is made to the circulars of Digital China Holdings Limited (the "Company") dated April 30, 2019 and May 10, 2019 (the "Circulars"), the notices of annual general meeting dated April 30, 2019 and May 10, 2019 (the "Notices"), and the announcement of the Company dated June 6, 2019 relating to the poll results of the AGM (the "Announcement"). Unless otherwise defined herein, capitalised terms used in this notice shall have the same meanings as those defined in the Circulars, the Notices and the Announcement.

NOTICE IS HEREBY GIVEN that the adjourned annual general meeting of the Company (the "Adjourned AGM") will be held at 10:30 a.m. on Tuesday, 10 September 2019 at Taishan Room, Level 5, Island Shangri-la Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong. The resolutions as set out in the Notices remain unchanged for the Adjourned AGM.

VOTING ARRANGEMENT AND PROXY ARRANGEMENT AT THE ADJOURNED AGM

Any Shareholder entitled to attend and vote at the Adjourned AGM is entitled to appoint a proxy to attend and vote instead of him/her/it at the Adjourned AGM. A proxy need not be a Shareholder but must attend the Adjourned AGM in person to represent the Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. A new form of proxy (the "New Proxy Form") has been despatched to the Shareholders and is also available on the website of the Company at www.dcholdings.com and the Stock Exchange at www.hkexnews.hk for use at the Adjourned AGM.

The forms of proxy (the "Old Proxy Forms") despatched with the Circulars for use at the AGM will remain valid for the Adjourned AGM if you do not intend to change your vote. However, should you wish to change your vote or you have not lodged any Old Proxy Forms for the AGM, you are requested to complete and return the New Proxy Form in accordance with the instructions printed thereon to the Company's branch share registrar and transfer

office in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Adjourned AGM (i.e. 10:30 a.m. on Sunday, 8 September 2019) or any further adjourned meeting thereof (as the case may be).

Shareholders should note that the Old Proxy Forms lodged by the Shareholders, if completed correctly, shall continue to be valid for the purpose of the Adjourned AGM in accordance with the New Bye-laws but the Old Proxy Forms of a Shareholder will be superseded and become invalid in the event that the same Shareholder has lodged the New Proxy Form with the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Adjourned AGM or any further adjourned meeting thereof (as the case may be), or that it is revoked in writing by the same Shareholder.

Accordingly, Shareholders who do not wish to supersede or revoke the Old Proxy Forms previously lodged with the Company's branch share registrar and transfer office in Hong Kong do not need to take any action. Completion and return of the Old Proxy Forms and/or the New Proxy Form shall not preclude you from attending and voting in person at the Adjourned AGM or any further adjourned meeting thereof (as the case may be) should you so wish, and in such event, all forms of proxy lodged with the Company's branch share registrar and transfer office in Hong Kong shall be deemed revoked.

DISTRIBUTION OF FINAL DIVIDEND

Subject to the approval of the Shareholders at the Adjourned AGM, the final dividend is expected to be paid on or before Monday, 30 September 2019 to the Shareholders whose names appear on the register of members of the Company at 4:30 p.m. on Monday, 16 September 2019.

In order to qualify for the final dividend, all transfer documents, accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Monday, 16 September 2019.

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, 23 August 2019

As at the date of this announcement, the Board comprises nine directors, namely:-

Executive Directors: Mr. GUO Wei (Chairman and Chief Executive Officer) and Mr. LIN Yang (Vice Chairman)

Non-executive Directors: Mr. YU Ziping and Mr. PENG Jing

Independent Non-executive Directors: Mr. WONG Man Chung, Francis, Ms. NI Hong (Hope), Dr. LIU Yun, John, Ms. YAN Xiaoyan and Mr. KING William

Website: www.dcholdings.com

*For identification purpose only