DAHE MEDIA CO., LTD.

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8243)
Proxy form for use by shareholders at the extraordinary general meeting
to be held on 26 February 2008
I/We (note 1)
of
being the registered holder(s) of domestic shares/ H shares (note 2) in
Dahe Media Co., Ltd. (“Company”) hereby appoint the Chairman of the meetings or
of
to act as my/our proxy (note 3) at the extraordinary general meeting of the Company to be held at the conference
room on 3rd Floor, 19 Dong, Chuang Yi Yuan, No.6 Guang Hua East Street, Bai Xia District, Nanjing, PRC, at
2:00 p.m. on Tuesday, 26 February 2008, the People’s Republic of China and at any adjournment thereof and to
vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy(ies) thinks fit:
FOR
(note 4)
AGAINST

(note 4)
1. To pass Ordinary Resolution set out in the Notice of
Extraordinary General Meeting
Dated this day of .
Shareholder’s signature x x (notes 5, 6 and 7)
Notes:
1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS as set out in the register of members of the Company. The name
of all joint registered holders should be stated.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to
all the shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).
3. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the meeting as your proxy,
please delete the words “the Chairman of the meetings or” and insert the name and address of the person to be appointed as your proxy
in the space provided.
4. If you wish to vote for any of the resolutions set out above, please tick (“H12011”) the appropriate box marked “For”. If you wish to vote against
any resolutions, please tick (“H12011”) the appropriate box marked “Against”. If the form returned is duly signed but without specific direction
on any of the proposed resolutions, the proxy is entitled to vote or abstain at his discretion in respect of all resolutions; or if in respect
of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution,
to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting
other than those set out in the notice convening the meeting.
5. For the full text of each resolution, please refer to the accompanying notices of extraordinary general meeting of the Company.
6. In the case of joint registered holders of any shares, this form of proxy may be signed by any one joint registered holder, but if more than
one joint registered holder is present at the meeting, whether in person or by proxy, that one of the joint registered holders whose name
stands first on the register of members in respect of the relevant joint holding shall, to the exclusion of other joint holders, be entitled
to vote in respect thereof.
7. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing. To be valid, this form of proxy together
with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority
must be deposited at the offices of the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Room
1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time of the
meeting or any adjourned meeting.
8. Any alteration made to this form should be initialled by the person who signs the form.
9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment
thereof if you wish.
for identification purpose only
A1B 1