Schedule 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant                     [X]
Filed by a party other than the Registrant  [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement
[_]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material under ss. 240.14a-12


                          CHINA DIGITAL WIRELESS, INC.
                (Name of Registrant as Specified in Its Charter)


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

          (1)  Title of each class of securities to which transaction applies:

          (2)  Aggregate number of securities to which transaction applies:

          (3)  Per unit price or other underlying value of transaction  computed
               pursuant to Exchange Act Rule 0-11 (set forth the amount on which
               the filing fee is calculated and state how it was determined):

          (4)  Proposed maximum aggregate value of transaction:

          (5)  Total fee paid:

[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

          (1)  Amount previously paid:

          (2)  Form, Schedule or Registration Statement No.:

          (3)  Filing Party:

          (4)  Date Filed:




                          CHINA DIGITAL WIRELESS, INC.
                               429 Guangdong Road
                             Shanghai, China 200001
                                (86-21) 6336-8686


                                November 1, 2005





Dear Stockholders:

         You are cordially  invited to attend the China Digital  Wireless,  Inc.
Annual  Meeting of  Stockholders  to be held on December 1, 2005,  at 10:00 a.m.
(local time) at 429 Guangdong Road, Shanghai, China 200001.

         The following Notice of Annual Meeting and Proxy Statement describe the
matters you are being asked to vote on. At the  meeting,  we will also report on
China Digital Wireless, Inc.'s operations and respond to any of your questions.

         YOUR VOTE IS VERY IMPORTANT.  Whether or not you plan to attend,  it is
important  that  your  shares be  represented.  Please  sign,  date and mail the
enclosed proxy card as soon as possible in the enclosed postage prepaid envelope
to ensure that your vote is counted.  If you attend the  meeting,  you will,  of
course, have the right to vote your shares in person.


                                           Very truly yours,


                                            /s/ Tai Caihua


                                           Tai Caihua
                                           President and
                                           Chairman of the Board







                          CHINA DIGITAL WIRELESS, INC.
                               429 Guangdong Road
                             Shanghai, China 200001
                                (86-21) 6336-8686
                               -------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                    To Be Held on Thursday, December 1, 2005
                               -------------------


To the Stockholders:

         The Annual Meeting of the Stockholders of China Digital Wireless, Inc.,
a Nevada  corporation,  will be held on December 1, 2005 at 429 Guangdong  Road,
Shanghai, China 200001, at 10:00 a.m. (local time) to:

1.       elect thirteen  directors to serve for the ensuing year and until their
         successors are duly elected and qualified;

2.       ratify  the  selection  of  Grobstein,  Horwath &  Company,  LLP as the
         Company's  independent auditors for the fiscal year ending December 31,
         2005; and

3.       transact such other business as may properly come before the meeting or
         any adjournment thereof.

         Only  stockholders  of record at the close of  business  on October 13,
2005 will be entitled  to notice of, and to vote at, the Annual  Meeting and any
adjournments thereof.

         The Company's  Proxy  Statement  follows this Notice of Annual Meeting.
Financial  and other  information  concerning  China Digital is contained in the
enclosed  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
2004.

                                            By Order of the Board of Directors

                                             /s/ Chris Lu Li

                                            Chris Lu Li
                                            Secretary

Shanghai, China
November 1, 2005

                             YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,  WE URGE YOU TO DATE AND SIGN THE
ENCLOSED  PROXY CARD AND RETURN IT TO THE COMPANY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED  STAMPED AND  ADDRESSED  ENVELOPE.  THIS WILL ENSURE THE  PRESENCE OF A
QUORUM AT THE ANNUAL  MEETING.  GIVING  THIS PROXY DOES NOT AFFECT YOUR RIGHT TO
REVOKE IT LATER OR VOTE YOUR  SHARES IN PERSON IN THE EVENT  THAT YOU ATTEND THE
MEETING.




                          CHINA DIGITAL WIRELESS, INC.
                               429 Guangdong Road
                             Shanghai, China 200001
                                (86-21) 6336-8686


                               -------------------

                               PROXY STATEMENT FOR
                         ANNUAL MEETING OF STOCKHOLDERS
                                DECEMBER 1, 2005
                               -------------------


         This Proxy  Statement  is  furnished by the board of directors of China
Digital Wireless, Inc., a Nevada corporation (the "Company" or "China Digital"),
to the  holders of common  stock,  no par value,  of the  Company  (the  "Common
Stock").  The board of directors  solicits your proxy for use at the 2005 Annual
Meeting of Stockholders (the "Annual Meeting"),  to be held at 10:00 a.m. (local
time) on December 1, 2005, at 429 Guangdong Road,  Shanghai,  China 200001.  The
proxy materials will be first sent or given to stockholders on or about November
1, 2005.

                                     GENERAL

Annual Report

         Our annual  report,  filed on form  10-KSB,  for the fiscal  year ended
December 31, 2004 is enclosed with this Proxy Statement.

Voting Securities and Quorum

         Only  stockholders of record as of the close of business on October 13,
2005  will be  entitled  to  vote at the  meeting  and any  adjournment  of that
meeting.  As of October 13, 2005, there were 17,147,268 shares of our issued and
outstanding  common  stock.  Stockholders  may vote in person or by proxy.  Each
holder of shares of our common  stock is entitled to one (1) vote for each share
of stock held on the  proposals  presented in this Proxy  Statement.  Our Bylaws
provide  that 33% of all the  shares  of the  stock  entitled  to vote,  whether
present in person or  represented  by proxy,  shall  constitute a quorum for the
transaction  of  business  at the  meeting.  Abstentions  and  broker  non-votes
(defined  below) will be counted as present  for  purposes  of  determining  the
presence of a quorum. For a discussion of the issued and outstanding shares, see
"Security Ownership of Certain Beneficial Owners and Management."

Solicitation of Proxies

         The cost of  soliciting  proxies will be borne by the Company.  We will
solicit  stockholders  by mail through our regular  employees,  and will request
banks and brokers,  and other custodians,  nominees and fiduciaries,  to solicit
their  customers  who have the Company's  stock  registered in the names of such
customers and will reimburse them for their reasonable,  out-of-pocket costs. In
addition, the Company may use the services of our officers, directors and others
to solicit proxies, personally or by telephone, without additional compensation.

Voting of Proxies

         All valid proxies received prior to the Annual Meeting and not properly
revoked will be voted.  If you properly  complete and return your proxy,  and do
not revoke it, the proxy holders will vote your shares in  accordance  with your
instructions.

         If your  properly  completed  proxy  gives no  instructions,  the proxy
holders will vote your shares FOR the  election as  directors of those  thirteen
nominees  named  in  this  Proxy  Statement,  FOR the  proposal  to  ratify  the




appointment  of  Grobstein,   Horwath  &  Company,  LLP  as  independent  public
accountants for the Company, and in their judgment on all other matters that may
properly come before the Annual Meeting.

         For the  purpose of  determining  the vote  required  for  approval  of
matters to be voted on at the Annual Meeting,  shares held by  stockholders  who
abstain from voting on a matter will be treated as being "present" and "entitled
to vote" on the matter, and, therefore,  an abstention (withholding a vote as to
all matters) has the same legal effect as a vote against the matter. However, in
the case of a broker  non-vote or where a stockholder  withholds  authority from
his proxy to vote the proxy as to a particular  matter,  such shares will not be
treated as  "present" or "entitled  to vote" on the matter,  and,  therefore,  a
broker non-vote or the withholding of a proxy's authority will have no effect on
the outcome of the vote on the matter.  A "broker  non-vote" refers to shares of
our common stock  represented  at the Annual  Meeting in person or by proxy by a
broker or nominee  where  such  broker or nominee  (1) has not  received  voting
instructions  on a  particular  matter  from the  beneficial  owners or  persons
entitled  to vote and (2) the  broker  or  nominee  does not have  discretionary
voting power on such matter.

         The  enclosed  form of  proxy  provides  a method  for you to  withhold
authority  to  vote  for any one or more  of the  nominees  for  director  while
granting authority to vote for the remaining nominees. The names of all nominees
are listed on the proxy  card.  If you wish to grant  authority  to vote for all
nominees,  check the box marked FOR. If you wish to withhold  authority  to vote
for all  nominees,  check the box  marked  WITHOUT  AUTHORITY.  If you wish your
shares  to be voted  for some  nominees  and not for one or more of the  others,
check  the  box  marked  FOR  and  indicate  the  nominee(s)  for  whom  you are
withholding  the  authority  to vote by  listing  such  nominee(s)  in the space
provided.  If you check the box marked  WITHHOLD  AUTHORITY,  your  shares  will
neither  be voted for nor  against a  director  but will be  counted  for quorum
purposes.  Proxies and ballots  will be received  and  tabulated  by  Securities
Transfer Corporation,  P.O. Box 701629, Dallas, TX 75370, the Company's transfer
agent.

         The favorable vote of the holders of a majority of the shares of Common
Stock  present in person or by proxy at the Annual  Meeting is required  for the
approval of matters presented at the Annual Meeting,  except that with regard to
the election of  directors,  the  thirteen  individuals  receiving  the greatest
number of votes shall be deemed elected even though not receiving a majority.

Revocability of Proxies

         You may revoke your proxy at any time before it is voted by:

         o        filing a  written  notice  of  revocation  with our  Corporate
                  Secretary at our  principal  executive  office  located at 429
                  Guangdong Road, Shanghai, China 200001;

         o        filing with our Corporate Secretary at our principal executive
                  office located at 429 Guangdong Road, Shanghai, China 200001 a
                  properly executed proxy showing a later date; or

         o        attending  the meeting  and voting in person,  but please note
                  that  attendance  at the meeting  will not, by itself,  revoke
                  your proxy.

                    MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

         Thirteen  directors  are to be elected at the Annual  Meeting,  to hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified.  The accompanying proxy will be voted in favor of the
following  persons to serve as directors  unless you indicate to the contrary on
the proxy.  We expect that each of the nominees  will be available for election,
but if any of them is not a  candidate  at the time the  election  occurs,  each
proxy will be voted for the election of another  nominee to be designated by the
board of directors to fill any such vacancy.

         The following  persons have been  nominated by the  Company's  board of
directors to be elected as directors at the Annual Meeting:



                                      -2-


    Name                    Age                      Title
---------------------    --------      -----------------------------------------
Tai Caihua                  48         President and Chairman of the Board
Shi Ying                    45         Director
Huang Tianqi                33         Director, Chief Technology Officer
Jing Weiping                42         Director
Mao Ming                    43         Director
Song Jing                   33         Director
Fu Sixing                   44         Director, Chief Executive Officer
Yu Ruijie                   45         Director
Zhang Xiaodong              37         Director
Huang Wei                   43         Director
Jiang Hong Ming             51         Director
Juchen Li                   40         Director
Yuan Feng                   48         Director
                                 
Information about the Nominees

         Tai Caihua has served as our  President,  and  Chairman of our board of
directors  since  June 23,  2004.  Mr. Tai has been (i) the  President  and sole
director of our wholly owned subsidiary,  Sifang Holdings,  since February 2004;
(ii)  Chairman  of the board of  directors  of  Sifang  Holdings'  wholly  owned
subsidiary,  TCH Data  Technology  Co.,  Ltd.,  since our inception in May 2004;
(iii)  director and General  Manager of Shanghai  Tianci  Industry  (Group) Co.,
Ltd.,  one of our  affiliates,  since January 1994 and (iv) a director of Sifang
Information, one of our affiliates, since December 2001. Mr. Tai holds a Masters
of Business Administration from the Macau University of Science and Technology.

         Shi Ying has  served as a member of our board of  directors  since June
24, 2004.  Ms. Shi has been the Head of Operations  and a member of the board of
directors of TCH since our  inception in May 2004.  For the past eight years she
has headed the operations  department of Sifang  Information.  Ms. Shi graduated
from the Shanghai Sports College with a Bachelors degree.

         Huang Tianqi has served as our Chief Technology  Officer since June 23,
2004 and a member of our board of directors  since June 24, 2004.  Mr. Huang has
served as Chief Technology Officer of Sifang Holdings and Vice-General  Manager,
Chief  Technology  Officer  and a  director  of TCH since  their  inceptions  in
February  2004  and  May  2004,  respectively.  Mr.  Huang  also  serves  as the
Vice-General  Manager  and  a  member  of  the  board  of  directors  of  Sifang
Information.  Before  becoming  Vice-General  Manager,  Mr.  Huang was the Chief
Technology  Officer at Sifang  Information for seven years.  Mr. Huang graduated
from Nanjing University of Posts and Telecommunications  with a Bachelors Degree
and from Shanghai Jiao Tong University with a Masters of Science Degree.

         Jing  Weiping  has served as a member of our board of  directors  since
June 24, 2004.  Mr. Jing has served as a member of the board of directors of TCH
since our  inception in May 2004 and as a director of Sifang  Information  since
2001. Mr. Jing has served as the Manager of the Technology  Assurance Department
of Sifang  Information for the past five years.  Mr. Jing received his Bachelors
Degree from Dong Hua University.

         Mao Ming has  served as a member of our board of  directors  since June
24,  2004.  He has been (i) the  General  Manager  and a member  of the board of
directors of TCH since our inception in May 2004;  and (ii) the General  Manager
and a director of Sifang  Information since January 1998. Mr. Mao graduated from
China  PLA  Measurement  College  with a  Bachelors  Degree  and from the  Macau
University of Science and Technology with a Masters of Business Administration.

         Song Jing has served as a member of our board of  directors  since June
24, 2004. Mr. Song has served as Vice-General  Manager and a member of the board
of  directors of TCH since our  inception in May 2004 and as General  Manager of
Shanghai Shan Tian  Telecommunication  Co.,  Ltd.,  an affiliate of ours,  since
November 2003.  Previously,  Mr. Song served as director and General  Manager of
Shanghai Zhong Si Hua Hao Co., Ltd. for one year and Assistant  General  Manager
of both  Shanghai Hua Si Trading Co.,  Ltd. and Shanghai Qi Shi Trading Co., Ltd
for five years. Mr. Song holds a Masters of Business  Administration from Joseph
L. Rotman School of Management, University of Toronto.



                                      -3-


         Fu Sixing has served as our Chief Executive Officer since June 23, 2004
and a member of our board of directors since June 24, 2004. Mr. Fu has served as
Executive  Manager  of  Sifang  Holdings  and as the  Head of the  Research  and
Development  Department and a director of TCH since their inceptions in February
2004 and May 2004, respectively.  During the past seven years, Mr. Fu has served
as (i) the Assistant to the General Manager of Shanghai Tianci Industry  (Group)
Co.,  Ltd.;  (ii) a director and the General  Manager of Shanghai  Sifang Health
Technology Co., Ltd. and (iii) Directorate Secretary of Sifang Information.  Mr.
Fu received a Bachelors of Science in Physics from Nanjing University, a Masters
of Social Science in Economics from Huadong Normal University and a Doctorate of
Business Administration from the University of Southern California.

         Yu Ruijie has served as a member of our board of  directors  since June
24, 2004. Mr. Yu has served (i) as Head of the Systems Department and a director
of TCH  since  our  inception  in May 2004  and (ii) as the Head of the  Systems
Department of Sifang Information since January 1994. Mr. Yu received a Bachelors
Degree in Computer Science from Shanghai University of Engineering Science.

         Zhang  Xiaodong has served as a member of our board of directors  since
June 24, 2004. Mr. Zhang has served as the Head of the Projection  Department of
TCH since our inception in May 2004. Mr. Zhang also serves as a director and the
Head of the  Projection  Department  of  Sifang  Information.  For the past nine
years,  Mr. Zhang has served as Head of the Wireless  Engineering  Department at
Sifang Information.  Mr. Zhang graduated from Shanghai Jiao Tong University with
a Bachelors  Degree and received a Masters  Degree from the Macao  University of
Science and Technology.

         Huang Wei has served as a member of our board of  directors  since June
24, 2004. Ms. Huang has served as (i) the Vice-General  Manager of TCH since our
inception  in May 2004 and (ii)  Vice-General  Manager  and a director of Sifang
Information since 1993. Ms. Huang graduated from Nanjing University of Air Force
and Politics with a Bachelors Degree in Logistics.

         Jiang Hong Ming has served as a member of our board of directors  and a
member of the audit  committee of the board of directors  since April 2005.  Mr.
Jiang worked as a certified  public  accountant at Shanghai Hua Cheng  Certified
Public  Accountants  from 1998 to 2003 and has been a director at  Shanghai  Hua
Cheng Certified Public Accountants since 2003. Mr. Jiang graduated from Shanghai
TV Cable University.

         Yuan Feng has served as a member of our board of directors and a member
of the audit  committee of the board of directors since April 2005. Mr. Yuan has
been the General Manager of Shanghai Guan Tong Telecommunication Technology Ltd.
since 1996 Mr.  Yuan  received a  Bachelors  Degree in  Telecommunications  from
Chinese PLA Telecommunication Engineering College.

         Juchen Li has served as a member of our board of directors and a member
of the audit  committee of the board of directors  since April 2005.  Mr. Juchen
founded Beijing Mon Long Software Developing Ltd. in 1997 and has served as that
company's chairman and chief technology  officer. In 1985, Mr. Juchen received a
Bachelors Degree in Computer Science from Chinese PLA Armored Force College, and
worked as a teacher at that college from 1985 to 1997.

         The board of  directors  recommends  that  stockholders  vote "FOR" the
nominees named in this Proxy Statement.  The thirteen individuals  receiving the
greatest  number of votes shall be deemed  elected even if they do not receive a
majority vote.

                        DIRECTOR AND OFFICER INFORMATION

General

         In addition to the  officers of the Company who are listed  above under
"Proposal  1.  Election of  Directors,"  Qian Fang,  45, has served as our Chief
Financial  Officer  since  January  1, 2005.  Ms.  Fang has served as Manager of
Accounting of TCH since 1999. Ms. Fang graduated from China Cable-TV  University
with a Bachelors Degree in Accounting and is a Certified Public Accountant.



                                      -4-


         Officers  will hold their  positions  at the  pleasure  of the board of
directors,  absent any employment  agreement,  of which none  currently  exists.
There  is no  arrangement  or  understanding  between  any of the  directors  or
officers of the Company and any other  person  pursuant to which any director or
officer  was or is to be  selected  as a director  or  officer,  and there is no
arrangement,  plan or  understanding as to whether  non-management  stockholders
will exercise their voting rights to continue to elect the current  directors to
the   Company's   board.   There  are  also  no   arrangements,   agreements  or
understandings  between   non-management   stockholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

Family Relationships

         Except  as set  forth in this  proxy  statement,  there  are no  family
relationships among our directors or officers.  Mr. Tai Caihua,  President and a
member of our board of  directors,  is married to Ms. Shi Ying,  a member of our
board of  directors.  Ms.  Ying is also a sibling  of Huang Wei, a member of our
board of directors.

The Board of Directors and its Committees

         During the year ended  December 31, 2004,  our board of directors  held
six meetings. No member of our board of directors attended fewer than 75% of the
meetings.  We  currently  do not have a policy  with  respect to board  members'
attendance at annual meetings.

Stockholder Communications with the Board of Directors

         Any stockholder or interested  party who wishes to communicate with our
Board of  Directors  or any  specific  directors  may  write  to  China  Digital
Wireless, Inc., Board of Directors, 429 Guangdong Road, Shanghai, China, 200001.
The mailing envelope must contain a clear notation  indicating that the enclosed
letter is a  "Stockholder-Board  Communication."  All such letters must identify
the author as a stockholder  and clearly  state whether the intended  recipients
are all members of the board or just certain specified individual directors. The
Company will receive and circulate such letters to the  appropriate  director or
directors.

Compensation and Nominating Committee Functions

         We  currently  do  not  have  standing   nominating   or   compensation
committees.  We believe  that the entire  board of  directors  is best suited to
performing the functions of a compensation  committee,  including  reviewing and
approving our salary and benefits policies (including stock options),  including
compensation of executive officers.

         In the absence of a nominating committee, the entire board of directors
performs  the  functions  of a  nominating  committee  and  participates  in the
consideration  of  director  nominees.  We do not  have a  nominating  committee
because  we feel  that the  entire  board of  directors  can best  perform  this
function.  We do not currently have a written  nominating  committee  charter or
similar document.

Process for Identifying and Evaluating Nominees for the Board of Directors

         Our board of directors may employ a variety of methods for  identifying
and evaluating  director  nominees.  If vacancies are anticipated or arise,  our
board of directors considers various potential  candidates which may come to our
attention through current board members, professional search firms, stockholders
or other persons. These candidates may be evaluated by our board of directors at
any time during the year.

         Our board of directors considers candidates recommended by stockholders
when the nominations are properly  submitted as described in  "Consideration  of
Stockholder Nominees" below. Following verification of the stockholder status of
persons  proposing  candidates,  our board of  directors  will  make an  initial
analysis of the  qualifications of any candidate  recommended by stockholders or
others to determine whether the candidate is qualified for service on the board,
before  deciding to undertake a complete  evaluation  of the  candidate.  If our
board of directors determines that additional consideration is warranted, it may



                                      -5-


use a  third-party  search  firm to  gather  additional  information  about  the
prospective nominee's background and experience.  Other than the verification of
compliance  with  procedures and stockholder  status,  and the initial  analysis
performed before undertaking a complete evaluation,  our board of directors will
treat a potential  candidate nominated by a stockholder like any other potential
candidate.

         In evaluating a director candidate,  our board of directors will review
his or her qualifications including capability, availability to serve, conflicts
of interest,  general understanding of business,  understanding of the Company's
business,  markets and  technology,  educational  and  professional  background,
personal  accomplishment and other relevant factors.  Our board of directors has
not  established  any  specific  minimum  qualification  standards  for director
nominees, although from time to time the board of directors may identify certain
skills or attributes as being particularly desirable to help meet specific needs
that have arisen. Our board of directors may also interview prospective nominees
in  person or by  telephone.  After  completing  this  evaluation,  the board of
directors will determine the nominees.

Consideration of Stockholder Nominees

         Our board of directors  considers  director  candidates  recommended by
stockholders.  Candidates  recommended by stockholders are evaluated on the same
basis as are candidates  recommended by our board of directors.  Any stockholder
wishing to recommend a candidate for nomination by the board of directors should
provide  the  following  information  in a  letter  addressed  to the  board  of
directors in care of our Secretary:  (i) the name and address of the stockholder
recommending  the  person  to be  nominated;  (ii)  a  representation  that  the
stockholder is a holder of record of stock of the Company,  including the number
of  shares  held  and  the  period  of  holding;  (iii)  a  description  of  all
arrangements  or  understandings  between the  stockholder  and the  recommended
nominee;  (iv)  information as to any plans or proposals of the type required to
be  disclosed  in Schedule 13D and any  proposals  that the nominee  proposes to
bring to the board of directors if elected; (v) any other information  regarding
the  recommended  nominee  that  would be  required  to be  included  in a proxy
statement  filed pursuant to Regulation 14A pursuant to the Securities  Exchange
Act of 1934  and (vi)  the  consent  of the  recommended  nominee  to serve as a
director of the Company if elected.  Additional  information may be requested to
assist our board of  directors  in  determining  the  eligibility  of a proposed
candidate to serve as a director.  In  addition,  the notice must meet any other
requirements contained our bylaws. Stockholders may nominate candidates directly
by  complying  with our bylaws  and  applicable  law,  including  the  deadlines
described under "Proposals of Stockholders," below.

Audit Committee

         The board of directors  established  an audit  committee in April 2005.
The audit committee consists of three independent members, Jiang Hong Ming, Yuan
Feng and Juchen Li, who are independent within the meaning of the Nasdaq listing
standards.  At least one  member  of the audit  committee,  Jian Hong  Ming,  is
financial  expert,  as that term is defined for purposes of the  American  Stock
Exchange, Inc. Listed Company Manual. The audit committee reviews and recommends
to the directors the independent  auditors to be selected to audit the financial
statements  of the Company;  meets with the  independent  auditors and financial
management of the Company to review the scope of the proposed  audit  procedures
to be utilized;  reviews with the independent  auditors,  the Company's internal
auditor,  and financial and accounting  personnel,  the internal  accounting and
financial  controls of the  Company,  and elicits  any  recommendations  for the
improvement thereof; reviews the financial statements of the Company and reports
the results of the annual audit to the board of directors.

         The  charter of the audit  committee  is  attached as Exhibit A to this
proxy statement.



                                      -6-


             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

         The  Audit  Committee  serves  as the  representative  of the  board of
directors  for general  oversight of our  financial  accounting  and  reporting,
systems of internal  control,  audit process,  and compliance  with standards of
business  conduct.  The board of  directors  has adopted a Charter for the Audit
Committee, which can be found in Appendix A to this Proxy Statement.  Management
of the Company has primary  responsibility for preparing financial statements of
the Company as well as the Company's  financial  reporting  process.  Grobstein,
Horwath & Company,  LLP,  acting as independent  auditors,  is  responsible  for
expressing  an opinion on the  conformity  of the  Company's  audited  financial
statements with generally accepted accounting principles.

            In this context, the Audit Committee hereby reports as follows:

         (1)  The  Audit  Committee  has  reviewed  and  discussed  the  audited
financial statements for fiscal year 2004 with the Company's management.

         (2) The Audit Committee has discussed with the independent auditors the
matters  required to be discussed by  Statement  on Auditing  Standards  No. 61,
Communications with Audit Committees.

         (3) The Audit  Committee has received the written  disclosures  and the
letter from the independent  auditors  required by Independence  Standards Board
No. 1, Independence  Discussions with Audit  Committees,  and has discussed with
Grobstein, Horwath & Company, LLP the matter of that firm's independence.

         (4) Based on the review and  discussion  referred to in paragraphs  (1)
through (3) above, the Audit Committee  recommended to the board of directors of
the Company, and the board of directors has approved, that the audited financial
statements  be included in the  Company's  Annual  Report on Form 10-KSB for the
year ended  December  31,  2004,  for filing with the  Securities  and  Exchange
Commission.  Biographical  information on each member of the Audit  Committee is
set forth above.

Audit Committee

Jiang Hong Ming
Juchen Li
Yuan Feng




                                      -7-


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as  of  September  30,  2005,  the
beneficial  ownership  of our common stock by (i) each  director  and  executive
officer of China  Digital,  (ii) each  person  known to China  Digital to be the
beneficial owner of five percent or more of the outstanding shares of our common
stock, and (iii) all directors and officers of China Digital as a group.  Unless
otherwise indicated,  the person or entity listed in the table is the beneficial
owner of, and has sole voting and  investment  power with respect to, the shares
indicated.


                                   Amount and Nature of Beneficial Ownership (1)
                                           Number                  Percent of
Name and Address(2)                   of Shares (3)             Voting Stock (4)
-------------------                   -------------             ----------------
Tai Caihua (5)                          10,430,963                   60.8%
Shi Ying (6)                            10,430,963                   60.8%
Chinamerica Fund, LP (7)                 1,468,750                    8.6%
Mao Ming                                   413,480                    2.4%
Song Jing                                  413,480                    2.4%
Fu Sixing                                  275,652                    1.6%
Huang Tianqi                               275,652                    1.6%
Huang Wei                                  275,652                    1.6%
Jing Weiping                               275,652                    1.6%
Yu Ruijie                                  275,652                    1.6%
Zhang Xiaodong                             275,652                    1.6%
Jiang Hong Ming                                  0                    --
Juchen Li                                        0                    --
Yuan Feng                                        0                    --
Qian Fang                                        0                    --

Directors and executive officers 
as a group (14 persons)                 12,911,445                   75.3%

------------------------------------                           
(1)      On September 30, 2005, there were 17,147,268 shares of our common stock
         outstanding.  Each person  named above has sole  investment  and voting
         power  with  respect  to  all  shares  of our  common  stock  shown  as
         beneficially owned by the person, except as otherwise indicated below.
(2)      Unless  otherwise  indicated,  the address of each  stockholder  is c/o
         China Digital  Wireless,  Inc.,  429 Guangdong  Road,  Shanghai,  China
         200001.
(3)      Under  applicable  rules   promulgated  by  the  SEC  pursuant  to  the
         Securities  Exchange Act of 1934,  as amended,  or the Exchange  Act, a
         person is deemed the  "beneficial  owner" of a security  with regard to
         which the person, directly or indirectly,  has or shares (a) the voting
         power,  which  includes  the power to vote or direct  the voting of the
         security,  or (b) the  investment  power,  which  includes the power to
         dispose  or  direct  the  disposition  of the  security,  in each  case
         irrespective of the person's economic  interest in the security.  Under
         these SEC  rules,  a person is deemed to  beneficially  own  securities
         which the  person has the right to  acquire  within 60 days,  including
         through (x) the exercise of any option or warrant or (y) the conversion
         of another security.
(4)      In  determining  the percent of our common  stock owned by a person (a)
         the numerator is the number of shares of our common stock  beneficially
         owned by the person, including shares the beneficial ownership of which
         may be acquired within 60 days upon the exercise of options or warrants
         or conversion of convertible securities, and (b) the denominator is the
         total of (i) the 17,147,268  shares of our common stock  outstanding on
         September  30,  2005 and (ii) any shares of our common  stock which the
         person has the right to  acquire  within 60 days upon the  exercise  of
         options or warrants or conversion of  convertible  securities.  Neither
         the numerator nor the  denominator  include  shares which may be issued
         upon the exercise of any other options or warrants or the conversion of
         any other convertible securities.
(5)      Includes  1,791,743  shares held by Mr. Tai's wife,  Shi Ying.  Mr. Tai
         disclaims  beneficial ownership of those shares.
(6)      Includes  8,639,220 shares held by Ms. Shi's husband,  Tai Caihua.  Ms.
         Shi disclaims beneficial ownership of those shares.
(7)      According to a Schedule 13D filed with the SEC on August 23, 2005,  the
         principal  address of  Chinamerica  Fund, LP is 2909 St. Andrews Drive,
         Richardson, Texas 75082.



                                      -8-


                             EXECUTIVE COMPENSATION

         The following table sets forth all cash  compensation paid to our chief
executive  officer for services rendered in all capacities to the Company during
the  noted  periods.  No other  executive  officers  received  salary  and bonus
compensation in excess of $100,000 during fiscal 2004.

Summary Compensation Table
                                               Annual             Long Term 
                                            Compensation        Compensation
                                                                   Awards
                                                           ---------------------
                                                           Securities Underlying
Name and Principal Position         Year     Salary ($)         Options (#)
--------------------------------    ----     ----------    ---------------------
Tai Caihua(1)                       2004      $28,992               --
Chief Executive Officer/Director                           
Timothy P. Halter (2)               2004         --              131,722(4)
Chief Executive Officer/Director                           
                                    2004         --                 --
Glenn Little (3)                    2003         --                 --
Chief Executive Officer/Director    2002         --                 --
                                                           
---------------------------------------                                  
(1)      Began service as Chief Executive  Officer and a director of the Company
         in June 2004.
(2)      Appointed  Chief  Executive  Officer in March 2004 and  resigned  as an
         officer and director of the Company in June 2004.
(3)      Resigned  as Chief  Executive  Officer and a director of the Company in
         March 2004.
(4)      On February 23, 2004,  the company  sold 987,915  shares of  restricted
         common stock for gross proceeds of $300,000, pursuant to a subscription
         agreement,  to Halter Financial Group, Inc., an entity owned by Timothy
         P. Halter,  a former member of the Board of Directors and the Company's
         former Chief Executive  Officer.  Additionally,  in  consideration  for
         agreeing to serve as an officer and director of the Company, Timothy P.
         Halter was granted a warrant to purchase up to 131,722 shares of common
         stock of the company (as adjusted for stock splits).


Stock Option Grants in Last Fiscal Year

         The following  table sets forth  information  for each of the executive
officers of the Company named in the Summary  Compensation Table with respect to
options granted during fiscal 2004 to such officers.

                                     Percent of                 
                                       Total                    
                     Number of        Options                   
                    Securities        Granted                   
                    Underlying      to Employees  Exercise or   
                      Options           in        Base Price      Expiration
   Name             Granted (#)     Fiscal Year    ($/Share)         Date

Tai Caihua             --               --            --              --
Timothy P. Halter    131,722(1)       100%           $0.40     February 23, 2007
Glenn Little           --               --            --              --
         
----------------------------                                             
(1) On February 23, 2004, the company sold 987,915  shares of restricted  common
stock for gross proceeds of $300,000,  pursuant to a subscription  agreement, to
Halter  Financial  Group,  Inc., an entity owned by Timothy P. Halter,  a former
member  of the Board of  Directors  and the  Company's  former  Chief  Executive
Officer.  Additionally, in consideration for agreeing to serve as an officer and
director of the Company,  Timothy P. Halter was granted a warrant to purchase up
to 131,722 shares of common stock of the company (as adjusted for stock splits).



                                      -9-


Aggregated  Option  Exercises  in Last  Fiscal Year and Fiscal  Year-End  Option
Values

         The  following  table  sets  forth  information  for each of the  named
executive  officers  with respect to option  exercises  during  fiscal 2004.  No
options  were held by any of the named  executive  officers as of  December  31,
2004.

                               Shares
                             Acquired on         Value
                              Exercise         Realized
   Name                          (#)              ($)

Tai Caihua                        --              --
Timothy P. Halter              131,722(1)     $157,579.03
Glenn Little                      --              --
----------------------------                           
(1) On February 23, 2004, the company sold 987,915  shares of restricted  common
stock for gross proceeds of $300,000,  pursuant to a subscription  agreement, to
Halter  Financial  Group,  Inc., an entity owned by Timothy P. Halter,  a former
member  of the Board of  Directors  and the  Company's  former  Chief  Executive
Officer.  Additionally, in consideration for agreeing to serve as an officer and
director of the Company,  Timothy P. Halter was granted a warrant to purchase up
to 131,722 shares of common stock of the company (as adjusted for stock splits).



Compensation of Directors

         Our directors  are not paid for  attendance at meetings of the board of
directors nor for their service on any committee of the board.



PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS

         The board of directors  will request that the  stockholders  ratify its
selection of Grobstein, Horwath & Company, LLP, independent auditors, to examine
the  consolidated  financial  statements  of China  Digital  for the fiscal year
ending  December  31,  2005.  Grobstein,  Horwath & Company,  LLP  examined  the
consolidated  financial  statements  of the  Company  for the fiscal  year ended
December 31, 2004. The affirmative vote of a majority of the shares  represented
at the meeting is required  for the  ratification  of the Board's  selection  of
Grobstein,  Horwath & Company, LLP as the Company's independent auditors for the
fiscal year ending December 31, 2005.

         The board of  directors  recommends  that  stockholders  vote "FOR" the
ratification  of  the  selection  of  Grobstein,   Horwath  &  Company,  LLP  as
independent auditors of the Company.



                                      -10-


                         INDEPENDENT PUBLIC ACCOUNTANTS

         On January 4, 2005,  the board of  directors  approved  resolutions  to
replace our  independent  registered  public  auditors,  BDO  Shanghai  Zhonghua
Certified Public Accountant,  with Grobstein,  Horwath & Company,  LLP, which we
appointed effective as of January 6, 2005. Representatives of Grobstein, Horwath
& Company  are  expected  to be present at the annual  meeting  and will have an
opportunity to make a statement and to respond to appropriate  questions  raised
by stockholders at the annual meeting or submitted in writing prior thereto.

         During June 2004, we completed a stock  exchange  transaction  with the
stockholders  of Sifang  Holdings  Co.  Ltd.,  or  Sifang,  resulting  in Sifang
becoming our wholly  owned  subsidiary.  This stock  exchange  transaction  also
resulted in a recapitalization  of the company with Sifang becoming the survivor
of the  transaction for accounting  purposes.  Upon this  recapitalization,  our
independent  public accountant,  S.W. Hatfield,  CPA, resigned effective July 9,
2004.  As a result  of S.W.  Hatfield's  resignation,  our  board  of  directors
appointed BDO Shanghai  Zhonghua  Certified Public Accountant as our independent
public accountant.

         On January 4, 2005,  the board of  directors  approved  resolutions  to
replace our  independent  registered  public  auditors,  BDO  Shanghai  Zhonghua
Certified Public Accountant,  with Grobstein,  Horwath & Company,  LLP, which we
appointed effective as of January 6, 2005.

         S.W.  Hatfield  audited our  financial  statements  for the fiscal year
ended December 31, 2003. S.W.  Hatfield's report for that period did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty,  audit scope or accounting principles. During our fiscal year
ended  December 31, 2003 and from  January 1, 2004  through July 9, 2004,  there
were no disagreements with S.W. Hatfield on any matter of accounting  principles
or practices,  financial statement  disclosure,  or auditing scope or procedure,
which, if not resolved to the satisfaction of S.W.  Hatfield,  would have caused
them to make reference to the subject matter in their report.

         BDO Shanghai  Zhonghua  audited Sifang's  financial  statements for the
fiscal year ended  December 31, 2003. BDO Shanghai  Zhonghua's  reports for that
period did not contain an adverse  opinion or a disclaimer  of opinion,  and was
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.  During our fiscal year ended  December 31, 2003 through  January 6,
2005, there were no disagreements  with BDO Shanghai  Zhonghua  Certified Public
Accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
the satisfaction of BDO Shanghai  Zhonghua  Certified Public  Accountant,  would
have caused them to make reference to the subject matter in their report.

Fees Paid to Independent Public Accountants for 2004 and 2003

Audit Fees

         The  aggregate  audit fees for 2004 were  approximately  $170,632.  The
amounts include fees of approximately $56,483 for professional services rendered
by  Grobstein,  Horwath  &  Company,  LLP in  connection  with the  audit of our
consolidated  financial  statements as of and for the fiscal year ended December
31, 2004, fees of approximately  $110,212 for professional  services rendered by
BDO Shanghai Zhonghua  Certified Public Accountant in connection with reviews of
our unaudited consolidated interim financial statements for the third quarter of
year 2004 and for the audit of our consolidated  financial  statements as of and
for the fiscal year ended  December 31, 2003, and fees of  approximately  $3,937
for  professional  services  rendered by S.W.  Hatfield in  connection  with the
reviews of our unaudited consolidated interim financial statements for the first
and second quarters of fiscal year 2004.

         The  aggregate  audit fees for 2003 were  approximately  $152,396.  The
amounts include fees for professional services rendered by BDO Shanghai Zhonghua
Certified  Public  Accountant in connection  with the audit of our  consolidated
financial  statements for the fiscal year ended December 31, 2003 and reviews of
our unaudited  consolidated  interim financial  statements for the first, second
and third  quarters  of 2003,  and for  professional  services  rendered by S.W.
Hatfield.



                                      -11-


Audit-Related Fees

         There  were no  audit-related  fees  billed  by  Grobstein,  Horwath  &
Company,  LLP or BDO Shanghai  Zhonghua  Certified  Public  Accountant for other
services  rendered  to the  Company  for the  2003 or 2004  fiscal  years.  S.W.
Hatfield billed no audit-related  fees in 2003;  however,  S.W.  Hatfield billed
$1,225 in audit-related fees in 2004.

Tax Fees

         The were no tax fees billed by Grobstein,  Horwath & Company,  LLP, BDO
Shanghai  Zhonghua  Certified  Public  Accountant or S.W.  Hatfield for services
rendered to the Company for the 2003 or 2004 fiscal years.  S.W. Hatfield billed
$150 in each of 2003 and 2004 for tax services.

All Other Fees

         There were no additional aggregate fees billed by Grobstein,  Horwath &
Company, LLP, BDO Shanghai Zhonghua Certified Public Accountant or S.W. Hatfield
for other services rendered to the Company for the 2003 or 2004 fiscal years.

Policy  on Audit  Committee  Pre-Approval  of Audit  and  Permissible  Non-Audit
Services of Independent Auditors

         The audit  committee  pre-approves  all audit  and  non-audit  services
provided by the independent  auditors prior to the engagement of the independent
auditors with respect to such services.  The Company's  independent auditors may
be engaged to provide  non-audit  services  only after the audit  committee  has
first  considered  the proposed  engagement  and has determined in each instance
that the proposed services are not prohibited by applicable  regulations and the
auditors'  independence  will not be  materially  impaired as a result of having
provided these services. In making this determination, the audit committee takes
into consideration whether a reasonable investor, knowing all relevant facts and
circumstances,  would  conclude  that the  auditors'  exercise of objective  and
impartial  judgment on all issues  encompassed  within the auditors'  engagement
would be  materially  impaired.  The audit  committee  may delegate its approval
authority to pre-approve services provided by the independent auditors to one or
more of the members of the audit committee, provided that any such approvals are
presented to the audit committee at its next scheduled meeting.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the normal  course of our  business,  we have incurred debt from
related  parties  and  loaned  money  to  related   parties,   including  Sifang
Information  Technology Co. ("Sifang  Information"),  for financing purposes. In
2002,  we  borrowed  funds from  Sifang  Information  to start our mobile  phone
distribution business. At December 31, 2002, the outstanding balance of the loan
was $604,062,  and interest expense incurred on the borrowed amount was $36,245.
During 2003, we paid off all outstanding  balances and loaned certain amounts to
Sifang Information,  which amounts were repaid by Sifang Information before year
end. We  continued  to borrow  funds from and lend funds to Sifang  Information,
however,  as of December  31, 2003,  all such amounts had been repaid.  Interest
expense incurred on amounts borrowed from Sifang  Information for the year ended
December 31, 2003 was $12,082.

         We  purchased a building  located at 689  Laoshandong  Road,  Shanghai,
People's  Republic  of China  200120,  from our  related  party,  Shanghai  Fude
Industry  Co., for a price of $910,925.  This  building now houses our technical
team and our servers.

         During the 2004 fiscal year, TCH Data Technology Co., Ltd.  ("TCH"),  a
wholly owned subsidiary of Sifang Holdings Company Limited ("Sifang  Holdings"),
purchased local brand mobile phones from Shanghai Sifang  Telecommunication  Co.
Ltd.  ("Sifang  Telecom")  valued at $390,340,  and all these mobile phones were
sold to retailers in 2004.  Sifang Holdings is a wholly-owned  subsidiary of the
China  Digital.  Sifang  Telecom  is  related to China  Digital  through  common
ownership with a major stockholder of the Company.



                                      -12-


         Sifang  Information  holds a 51% equity  interest in Shanghai  Shantian
Telecommunication Co. Ltd.  ("Shantian").  During the 2004 fiscal year, TCH sold
Samsung GSM mobile  phones  valued at  $9,178,674 at a 4% gross profit margin to
Shantian.  Accounts receivable include $1,583,512 due from Shantian.  During the
2004 fiscal year,  TCH also sold mobile phones to other related  parties,  which
included  Tianci  Industry and Tianci Group,  for $136,310 and $576,707 at gross
profit  margins of 17% and 16%  respectively.  One President and a board member,
Mr. Tai Caihua, has a majority interest in Tianci Industry and Tianci Group.

         On July 16,  2004,  the Tianci Group  entered into an agency  agreement
with TCH to sell CDMA mobile phones owned by China Unicom.  TCH obtains the same
commission  structure that Tianci Group earns from China Unicom.  For each phone
sold, TCH receives $15.70 per unit,  sales commission of $3.62 per SIM card. TCH
recognized  commission  income of $204,214 in the year ended  December  31, 2004
from the Tianci Group, which is recorded in service revenues,  net on the income
statement.

         In accordance with terms contained in signed service agreements between
TCH and Sifang  Information  giving  TCH the right to use  Sifang  Information's
facility (which may not be owned by foreign  investors at the present time under
Chinese law) to transmit the  reformatted  information,  we paid service fees of
approximately  $567,000 in each of the 2003 and 2004 fiscal  years.  The service
agreements are in effect for ten years and became  effective on June 1, 2004. We
expect the annual  payments for the services to  approximate  $567,000 per year.
During the 2004 fiscal year,  Sifang  Information also provided other management
support  and  marketing  services to TCH for $36,462 and none for the year ended
December 31, 2003.  TCH earned  information  service  revenues net of costs from
China Mobile / China Unicom that were passed through from Sifang Information and
are  recorded  in Service  revenue,  net on the income  statement.  For the 2004
fiscal  year,  the total  revenues  generated  were  $846,416 and total costs of
services  were  $421,476  and none for the 2003 fiscal year.  TCH earned  paging
service  revenues net of costs that were passed through from Sifang  Information
and are recorded in Service revenue,  net on the income statement.  For the 2004
fiscal  year,  the total  revenues  generated  were  $964,869  and total cost of
services  were  $533,199  and none for the year ended  December  31,  2003.  TCH
launched  a smart  card  project  as a joint  cooperation  project  with  Sifang
Information  in June 2004.  However,  the  project was  abandoned  in the fourth
quarter of 2004 due to government regulations. No revenue was generated from the
project in 2004.

         Sifang  Information  signed a lease agreement with Shanghai Tianci Real
Estate Co. Ltd.  ("Tianci  Real  Estate") to lease its apartment for office use,
which was assumed by TCH as a part of the carve out  transaction.  The  original
lease  term was from May 1, 2003 to April 30,  2008.  The  lease  agreement  was
terminated on September 30, 2004. The related rental expense for the years ended
December  31, 2003 and 2004 was $20,540 and $30,810,  respectively.  Tianci Real
Estate  is  related  to China  Digital  through  common  ownership  with a major
stockholder of the Company.

         As a result  of our  spin-off  transaction  in 2004,  cash  collections
received and payments made Sifang  Information  on behalf of TCH,  resulted in a
net receivable of $2,910,956  due from Sifang  Information at December 31, 2004.
The amount due from  related  party also  consists of  $501,000  relating to the
value added  information  services  provided to Sifang  Information  and sold to
China  Unicom and  another  $371,000  relating to the paging  revenues  that are
collected by Sifang  Information on behalf of TCH. In the first quarter of 2005,
TCH  collected  $3.2  million  from  Sifang  Information.  We  believe  that the
collection  of the  remaining  balance of $582,956  from Sifang  Information  is
reasonably  assured  and  accordingly,  no  allowance  has been  recorded  as of
December 31, 2004. We also advanced US$1,205,000 to provide Sifang Information's
needs for working capital in order to complete  spin-off  procedures in the PRC.
The outstanding balance was fully collected in March 2005.

         On February 23, 2004, we sold 987,915 shares of restricted common stock
for gross proceeds of $300,000,  pursuant to a subscription agreement, to Halter
Financial Group,  Inc., an entity owned by Timothy P. Halter, a former member of
the  Board of  Directors  and the  Company's  former  Chief  Executive  Officer.
Additionally,  in consideration for agreeing to serve as an officer and director
of the  Company,  Timothy P.  Halter was  granted a warrant  to  purchase  up to
131,722  shares of common stock of the Company (as  adjusted for stock  splits).
The warrant was exercised on June 14, 2004,  and we received  gross  proceeds of
$40,000 upon exercise.

         On February  23, 2004,  we agreed to pay Little and Company  Investment
Securities,  an  entity  owned  by  Glenn  A.  Little,  our  former  controlling
stockholder,  officer and director,  $30,000 in  consulting  fees related to the
transaction  discussed  in  the  previous  paragraph  and in  consideration  for
maintaining  the corporate  entity.  To formalize this  obligation,  we issued a
$30,000  non-interest  bearing  promissory  note  maturing on February 23, 2005.



                                      -13-


Concurrent  with the  transaction  discussed in the previous  paragraph,  we and
Little and Company Investment  Securities executed an Exchange Agreement whereby
we issued  98,792  shares of common  stock in  satisfaction  of the  outstanding
promissory note.

         On June 23,  2004,  we entered  into a Stock  Purchase  Agreement  with
Halter Financial Group,  Inc. pursuant to which we sold 166,667 shares of common
stock of the Company in  exchange  for  $190,000.  Timothy P. Halter is the sole
stockholder and President of Halter Financial Group,  Inc. Pursuant to the Stock
Purchase  Agreement,  we granted to Halter  Financial  Group,  Inc. an option to
require  the Company to  purchase  up to 166,667  shares of common  stock of the
Company at a price of $1.14 per share, such option being exercisable at any time
after  the date  that is six  months  after  the  Company  filed a  registration
statement on Form SB-2 with the SEC, (which registration  statement was declared
effective  on  February  8, 2005)  registering  the shares  purchased  by Halter
Financial Group, Inc., up to and including the earlier of (i) the date that such
registration statement is declared effective by the SEC or (ii) Halter Financial
Group, Inc.'s shares are eligible for resale under Rule 144 under the Securities
Act of 1933.


                  SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  our
officers,  directors and certain other stockholders to file reports of ownership
and changes in ownership with the Securities and Exchange Commission.  Officers,
directors and certain other  stockholders  are required by regulation to furnish
us with  copies  of all  Section  16(a)  forms  they  file.  To the  best of our
knowledge  (based  solely  upon a  review  of the  Forms  3, 4 and 5  filed  and
information  furnished to us by such persons),  during 2004, the only delinquent
filing  was a  report  on Form 5 for  Glenn  Little  filed  February  25,  2004,
reporting his initial  beneficial  ownership of securities that should have been
reported on a Form 3 upon Mr.  Little's  becoming a director  and officer of the
Company in May 1995.

                                 CODE OF ETHICS

         We have  adopted a  corporate  code of ethics.  We believe  our code of
ethics is reasonably designed to deter wrongdoing and promote honest and ethical
conduct; provide full, fair, accurate,  timely and understandable  disclosure in
public reports; comply with applicable laws; ensure prompt internal reporting of
code violations; and provide accountability for adherence to the code. A copy of
our code of ethics is attached as Appendix B to this proxy statement.

                            PROPOSALS OF STOCKHOLDERS

         Stockholder  proposals  that are (a)  intended  for  inclusion  in next
year's proxy  statement,  or (b) to be presented at next year's  Annual  Meeting
without  inclusion in the  Company's  proxy  materials,  must be directed to our
Corporate  Secretary,  429 Guangdong Road,  Shanghai,  China 200001, and must be
received by June 22,  2006.  Any  stockholder  proposal  for next year's  Annual
Meeting  submitted after June 22, 2006 will not be considered  filed on a timely
basis with the Company.

                             10-KSB REPORT AVAILABLE

         A copy of the Company's annual report on Form 10-KSB, as filed with the
Securities  and  Exchange  Commission,  will be available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any  document we file at the SEC's public  reference  room in  Washington,  D.C.
Please  call the SEC at  1-800-SEC-0330  for further  information  on the public
reference room.

                                 OTHER BUSINESS

         At the date of this Proxy Statement, the board of directors knows of no
matter that will be presented for consideration at the annual meeting other than
those  described in this Proxy  Statement.  If any other matter  properly  comes
before the annual  meeting,  the persons  appointed as proxies will vote on such
matter in their discretion.

                                      CHINA DIGITAL WIRELESS, INC.
                                      By Order of the Board of Directors

                                      /s/ Tai Caihua

                                      Tai Caihua
                                      President

Shanghai, China
November 1, 2005



                                      -14-


                                     [FRONT]

                                      PROXY

                     FOR ANNUAL MEETING OF THE STOCKHOLDERS

                          CHINA DIGITAL WIRELESS, INC.

           This Proxy Is Solicited On Behalf Of The Board of Directors

     The undersigned hereby appoints Tai Caihua and Yu Ruijie (collectively, the
"Proxies"),  and each of them,  with full power of  substitution,  as proxies to
vote the shares which the  undersigned is entitled to vote at the Annual Meeting
of the Company to be held at 429 Guangdong  Road,  Shanghai,  China  200001,  on
December 1, 2005 at 10:00 a.m. (local time) and at any adjournments thereof.

1.   Election of  Directors:  [_] FOR all nominees        [_]  WITHHOLD 
                                  listed below except          AUTHORITY 
                                  as marked (to the            to vote for all
                                  contrary below)              the nominees
                                                               listed below

     Tai Caihua, Shi Ying, Huang Tianqi,  Jing Weiping,  Mao Ming, Song Jing, Fu
Sixing,  Yu Ruijie,  Zhang Xiaodong,  Huang Wei, Jiang Hong Ming, Yuan Feng, and
Juchen Li.

INSTRUCTION:  TO  WITHHOLD  AUTHORITY  FOR ANY  INDIVIDUAL  NOMINEE,  WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW

_______________________________________________


2.   [_] FOR [_]  AGAINST  [_]  ABSTAIN  Proposal  to ratify  the  selection  of
     Grobstein, Horwath & Company, LLP as the Company's independent auditors for
     the fiscal year ending December 31, 2005.

     In their  discretion,  the Proxies are  authorized  to vote upon such other
business as may properly come before the meeting.







                                    [REVERSE]

     This proxy when properly signed will be voted in the manner directed herein
by the  undersigned  stockholder.  If NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.



                                    ____________________________________________
                                    Signature

                                    ____________________________________________
                                    Signature, if held jointly

                                    Dated: ____________________, 2005

                                    IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY.
                                    When shares are held by joint tenants,  both
                                    should  sign.   When  signing  as  attorney,
                                    executor,    administrator,    trustee,   or
                                    guardian, please give full title as such. If
                                    a corporation, please sign in full corporate
                                    name  by  President   or  other   authorized
                                    officer.  If a  partnership,  please sign in
                                    partnership name by an authorized person.











                                                                      APPENDIX A
                                                                      ----------

                          CHINA DIGITAL WIRELESS, INC.

                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS


Organization

         There shall be a committee of the Board of Directors to be known as the
Audit  Committee.  The Audit  Committee  shall be composed of at least three (3)
Directors,  or  some  lesser  number  as may  be  authorized  by  law,  rule  or
regulation,  including a  Chairperson,  designated  by the Board of Directors to
one-year terms.  Each member of the Audit Committee shall meet the  independence
requirements of the United States Securities and Exchange Commission (the "SEC")
and be  independent  of the  management  of the  Company  and  are  free  of any
relationship  that,  in the opinion of the Board of Directors,  would  interfere
with their exercise of independent  judgement as committee members. The Board of
Directors shall designate the Chairperson.

         All members of the Audit  Committee must be able to read and understand
fundamental financial  statements,  including a balance sheet, income statement,
and  cash  flow  statement.  Additionally,  at least  one  member  of the  Audit
Committee must be financially sophisticated due to past employment experience in
finance or accounting,  requisite professional  certification in accounting,  or
other  comparable  experience  or background  which results in the  individual's
financial  sophistication,  including  but not limited to being or having been a
chief executive officer,  chief financial officer,  or other senior officer with
financial oversight responsibilities.

         Except for Board of Directors and Audit Committee fees, a member of the
Audit  Committee  shall not be  permitted  to accept any fees paid  directly  or
indirectly for services as a consultant,  legal advisor or financial  advisor or
any  other  fees  prohibited  by the  rules  of the SEC and the  American  Stock
Exchange.  In addition,  no member of the Audit  Committee  may be an affiliated
person of the Company or any of its  subsidiaries.  An affiliated person means a
person  that  directly,  or  indirectly  through  one  or  more  intermediaries,
controls,  or is  controlled  by, or is under common  control  with,  the person
specified.

         The Audit Committee shall meet at least quarterly.  The Audit Committee
may meet by telephone  conference call or by any other means permitted by law or
the Company's  Bylaws.  A majority of the members of the Audit  Committee  shall
constitute a quorum,  and the Audit Committee shall act on the affirmative  vote
of a  majority  of members  present  at a meeting at which a quorum is  present.
Without a meeting,  the Audit Committee may act by unanimous  written consent of
all members.  The Audit  Committee  shall keep written  minutes of its meetings,
which shall be recorded or filed with the books and records of the Company.

         The Audit Committee may ask members of management,  employees,  outside
counsel, the independent  accountants,  internal auditors or others whose advice
and  counsel  are  relevant  to the issues  then being  considered  by the Audit
Committee,  to attend any meetings and to provide such pertinent  information as
the Audit Committee may request.





Statement of Policy

         The Audit  Committee  shall  provide  assistance  to the  directors  in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment  community relating to corporate  accounting,  reporting practices of
the company,  and the quality and integrity of financial reports of the company.
In so doing,  it is the  responsibility  of the Audit Committee to maintain free
and open communication between the directors,  the independent auditors, and the
financial management of the Company.

Responsibilities

         The Audit Committee's responsibilities include: (a) assisting the Board
of Directors in its  oversight  responsibilities  regarding (1) the integrity of
the Company's financial statements,  (2) the Company's compliance with legal and
regulatory  requirements,  (3) the independent  accountant's  qualifications and
independence  and (4) the performance of the Company's  internal audit function;
(b)  preparing  the report  required by the SEC for  inclusion in the  Company's
annual proxy statement; (c) appointing, retaining, compensating,  evaluating and
terminating  the Company's  independent  accountants;  (d)  approving  audit and
non-audit  services to be  performed  by the  independent  accountants;  and (e)
performing  such other functions as the Board of Directors may from time to time
assign to the Audit Committee.

         In carrying out its responsibilities,  the Audit Committee believes its
policies  and  procedures  should  remain  flexible,  in order to best  react to
changing  conditions  and to ensure to the directors and  shareholders  that the
corporate  accounting  and reporting  practices of the Company are in accordance
with all requirements and are of the highest quality.

         In carrying out these responsibilities, the Audit Committee will:

         o        Review and recommend to the directors the independent auditors
                  to be  selected  to  audit  the  financial  statements  of the
                  Company and its divisions and subsidiaries.

         o        Meet with the independent auditors and financial management of
                  the Company to review the scope of the proposed  audit for the
                  current  year and the audit  procedures  to be  utilized,  the
                  adequacy of the independent auditor's compensation, and at the
                  conclusion  thereof review such audit,  including any comments
                  or recommendations of the independent auditors.

         o        Review with the independent  auditors,  the Company's internal
                  auditor, and financial and accounting personnel,  the adequacy
                  and effectiveness of the accounting and financial  controls of
                  the   company,   and  elicit  any   recommendations   for  the
                  improvement  of such  internal  controls or  particular  areas
                  where  new  or  more  detailed   controls  or  procedures  are
                  desirable.

         o        Periodically  review  Company  policy  statements to determine
                  their adherence to the Company's Code of Conduct and Ethics.

         o        Review the financial statements contained in the annual report
                  to shareholders  with management and the independent  auditors
                  to determine that the independent  auditors are satisfied with
                  the disclosure  and content of the financial  statements to be
                  presented to the shareholders.




         o        Review with financial  management and the independent auditors
                  the results of their timely analysis of significant  financial
                  reporting  issues  and  practices,  including  changes  in, or
                  adoptions of, accounting principles and disclosure practices.

         o        Provide   sufficient   opportunity   for  the   internal   and
                  independent  auditors  to meet with the  members  of the Audit
                  Committee  without  members of management  present.  Among the
                  items to be  discussed in these  meetings are the  independent
                  auditors' evaluation of the company's  financial,  accounting,
                  and  auditing   personnel,   and  the  co-operation  that  the
                  independent auditors received during the course of audit.

         o        Review accounting and financial human resources and succession
                  planning within the Company.

         o        Report  the  results  of the  annual  audit  to the  Board  of
                  Directors.

         o        Review  the nature  and scope of other  professional  services
                  provided  to the  company  by  the  independent  auditors  and
                  consider the relationship to the auditors' independence.

         o        Submit the minutes of all  meetings of the Audit  Committee to
                  the Board of Directors.

         o        Investigate  any matter  brought to its  attention  within the
                  scope of its duties,  with the power to retain outside counsel
                  for this purpose if, in its judgment, that is appropriate.

         o        Conduct quarterly meetings with management and the auditors to
                  review operating results and financial reporting issues.

         o        Establish and conduct  procedures  for the receipt,  retention
                  and treatment of complaints  from the employees on accounting,
                  internal  accounting  controls or auditing matters, as well as
                  for  confidential,   anonymous  submissions  by  employees  of
                  concerns   regarding   questionable   accounting  or  auditing
                  matters.

         o        Provide   for   appropriate   funding   for  payment  of:  (i)
                  compensation  to the auditors for the preparation and issuance
                  of an audit report or for  performing  other audit,  review or
                  attest services; (ii) compensation to any advisors employed by
                  the  Audit  Committee;   and  (iii)  ordinary   administrative
                  expenses  of  the  Audit   Committee  that  are  necessary  or
                  appropriate in carrying out its duties.

Minutes

         A member of the Audit  Committee or a designee shall record the minutes
of each meeting of the Audit  Committee.  The minutes of each  meeting  shall be
provided to each member of the Audit  Committee for approval within two weeks of
such  meeting and promptly  thereafter  to the entire  Board of  Directors.  The
Company shall maintain a book of the minutes for the Audit Committee.





                                                                      APPENDIX B
                                                                      ----------

                          China Digital Wireless, Inc.

                           Code of Conduct and Ethics

     This Code of Conduct and Ethics (this  "Code") of China  Digital  Wireless,
Inc.  (the  "Company")  outlines  expected  behaviors  of all of our  directors,
officers and employees,  including our senior executive and financial  officers.
This Code  addresses  responsibility  for proper  behavior and the  standards to
which we hold corporate  officers and  employees.  Also included is a listing of
our standards  and values.  This Code does not cover every issue that may arise,
but it sets out basic principles to guide the directors,  officers and employees
of the Company.

     All Company  directors,  officers and employees  should conduct  themselves
accordingly  and seek to avoid even the  appearance of improper  behavior in any
way relating to the Company. Any director or officer who has any questions about
this  Code  should  consult  the  chief  executive  officer  ("CEO"),  the chief
financial   officer   ("CFO"),   or  general   counsel  as  appropriate  in  the
circumstances.  If an employee has any questions  about this Code,  the employee
should ask his or her supervisor how to handle the situation.

Scope

     This Code is intended to deter wrongdoing and to promote the following:

     o    honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     o    full, fair, accurate,  timely and understandable disclosure in reports
          and documents  the Company  files with, or submits to, the  Securities
          and Exchange Commission (the "SEC") and in other public communications
          made by the Company;

     o    compliance with applicable  governmental rules and regulations and the
          rules of any  exchange  or  quotation  system on which  the  Company's
          securities are listed or quoted;

     o    prompt   internal   reporting  of  violations  of  this  Code  to  the
          appropriate person or persons identified in this Code; and

     o    accountability for adherence to this Code.

Responsibility for Proper Behavior

     Every  person  affiliated  with the  Company,  from  entry-level  positions
through senior management and our Board of Directors (the "Board"), plays a role
in our compliance  efforts.  As such, every person has a responsibility  to know
what is in this Code, how the compliance  program works,  and what steps to take
if something appears contrary to this Code.

     Since we take our  compliance  responsibilities  seriously,  we may have to
take  swift  and  deliberate  action if we feel that a member of the team is not
living up to their  compliance  responsibilities.  This  action can range from a
simple warning to correct  behavior,  up to and including  termination if errant
behavior  remains  uncorrected.  Therefore,  it is  important  for  everyone  to
understand his or her compliance responsibilities.

Compliance with Laws, Rules and Regulations

     All directors, officers and employees must respect and obey all laws, rules
and regulations  applicable to the Company's  business,  including local laws in
the areas in which the Company operates.





Conflicts of Interest

     The Company  expects that its employees,  officers and directors will avoid
conflicts of interest and that they will not act in a manner  detrimental to the
Company during the course of their tenure with the Company.

     A  conflict  of  interest  exists  when an  individual's  private  interest
interferes  in any way - or appears  to  conflict  - with the  interests  of the
Company. A conflict of interest situation can arise when a director,  officer or
employee  takes actions or has  interests  that may make it difficult to perform
his or her work on behalf of the Company in an objective and  effective  manner.
Conflicts of interest may also arise when a director,  officer or employee, or a
member of his or her family,  receives improper personal benefits as a result of
his or her position with the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

     Service to the Company  should never be  subordinated  to personal gain and
advantage.  Conflicts  of interest,  whenever  possible,  should be avoided.  In
particular, clear conflict of interest situations involving directors,  officers
and employees may include the following:

     o    any significant ownership interest in any supplier or customer;

     o    any consulting or employment relationship with any customer, supplier,
          or competitor;

     o    any outside  business  activity  that  detracts  from an  individual's
          ability  to  devote  appropriate  time  and  attention  to  his or her
          responsibilities to the Company;

     o    the receipt of non-nominal gifts or excessive  entertainment  from any
          organization with which the Company
         has current or prospective business dealings;

     o    being  in  the  position  of  supervising,  reviewing  or  having  any
          influence on the job evaluation, pay, or benefit of any family member;
          and

     o    selling  anything to the Company or buying  anything from the Company,
          except  on the same  terms and  conditions  as  comparable  directors,
          officers, or employees are permitted to so purchase or sell.

     It is  almost  always a  conflict  of  interest  for a Company  officer  or
employee to work  simultaneously  for a competitor,  customer,  or supplier.  No
officer or employee may work for a competitor  as a consultant  or board member.
The best policy is to avoid any direct or indirect business  connection with the
Company's customers, suppliers, and competitors, except on the Company's behalf.

     Conflicts of interest are prohibited as a matter of Company policy,  except
under guidelines  approved by the Board of Directors.  Conflicts of interest may
not always be clear, and further review and discussions may be appropriate.  Any
director or officer who becomes aware of a conflict or potential conflict should
bring  it to  the  attention  of  the  CEO,  the  CFO  or  general  counsel,  as
appropriate.  Any employee who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor,  manager or other  appropriate
personnel.

     Directors, officers and employees are prohibited from taking for themselves
personally  or directing  to a third party any  opportunity  that is  discovered
through the use of  corporate  property,  information  or  position  without the
consent of the Board of  Directors.  No  director,  officer or employee  may use
corporate  property,  information or position for improper personal gain, and no
director,  officer  or  employee  may  compete  with  the  Company  directly  or
indirectly.  Directors,  officers  and  employees  owe a duty to the  Company to
advance its legitimate interests when the opportunity to do so arises.





Insider Trading

     Directors,   officers  and  employees  who  have  access  to   confidential
information  relating  to the  Company  are not  permitted  to use or share that
information  for stock  trading  purposes  or for any other  purpose  except the
conduct of the Company's business.  All non-public information about the Company
should be considered confidential information. To use non-public information for
personal  financial  benefit or to "tip"  others  who might  make an  investment
decision  on the basis of this  information  is not only  unethical  and against
Company  policy but is also  illegal.  Directors,  officers and  employees  also
should  comply with insider  trading  standards  and  procedures  adopted by the
Company.

     SEC rules and regulations  prohibit trading  securities while in possession
of material  non-public  information  relating to such  securities or disclosing
material  non-public  information  to  enable  another  person  to trade on such
information.  The term "trading" refers to all purchases and sales of securities
for value, including purchases effected through stock option exercises,  and the
term  "securities"  includes not only common stock,  but also  preferred  stock,
bonds,  notes,  options,  warrants,  puts,  calls  and  other  equity  and  debt
instruments.

Competition and Fair Dealing

     Stealing proprietary information,  possessing trade secret information that
was obtained without the owner's  consent,  or inducing such disclosures by past
or present  employees of other companies is prohibited.  Each director,  officer
and employee  should  endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, service providers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone relating to
the Company's business or operations through manipulation,  concealment or abuse
of privileged  information,  misrepresentation  of material  facts or any unfair
dealing practice.

     To maintain the Company's reputation, compliance with the Company's quality
processes  and  safety  requirements  is  essential.  In the  context of ethics,
quality   requires  that  the  Company's   services  meet  reasonable   customer
expectations. All inspection and testing documents must be handled in accordance
with all applicable regulations.

Discrimination and Harassment

     The Company will not tolerate any illegal  discrimination  or harassment of
any  kind.  Examples  include  derogatory  comments  based on  racial  or ethnic
characteristics and unwelcome sexual advances.

Health and Safety

     The Company strives to provide each employee with a safe and healthful work
environment. Each officer and employee has responsibility for maintaining a safe
and healthy workplace for all employees by following safety and health rules and
practices, and by reporting accidents, injuries and unsafe equipment,  practices
or conditions.

     Violence and threatening behavior are not permitted. Officers and employees
should  report to work in a condition  to perform  their  duties,  free from the
influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
will not be tolerated.

Confidentiality

     Directors,  officers and  employees  must maintain the  confidentiality  of
confidential  information  entrusted  to them by the  Company or its  customers,
suppliers, joint venture partners or others with whom the Company is considering
a business or other  transaction,  except when  disclosure  is  authorized by an
executive  officer or required or mandated by laws or regulations.  Confidential
information includes all non-public  information that might be useful or helpful




to  competitors  or harmful to the Company or its  patients  and  suppliers,  if
disclosed.  It also  includes  information  that  suppliers  and  patients  have
entrusted to the Company,  as well as information  about the Company's  business
plans,  financial results or forecasts,  or other operational  information.  The
obligation to preserve confidential  information continues even after employment
ends.

Protection and Proper Use of Company Assets

     All  directors,  officers  and  employees  should  endeavor  to protect the
Company's  assets and ensure their efficient use. Theft,  carelessness and waste
have a direct impact on the Company's  profitability.  Any suspected incident of
fraud or theft should be immediately reported for investigation.  Company assets
should be used for  legitimate  business  purposes  and  should  not be used for
non-Company business.

     The  obligation to protect the Company's  assets  includes its  proprietary
information.  Proprietary  information includes intellectual  property,  such as
trade  secrets,  patents,  trademarks  and  copyrights,  as  well  as  business,
marketing and service plans, designs, databases, records, salary information and
any unpublished financial data and reports.  Unauthorized use or distribution of
this  information  would violate  Company  policy.  It could also be illegal and
result in civil or even criminal penalties.

Payments to Government Personnel

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer or delivery to an official or employee of the U.S. government
of a gift,  favor or other  gratuity in  violation of these rules would not only
violate  Company  policy but could also be a criminal  offense.  State and local
governments, as well as foreign governments, may have similar rules.

Corporate Disclosures

     All directors,  officers and employees should support the Company's goal to
have full,  fair,  accurate and timely  disclosure in the reports required to be
filed by the Company with the SEC. Each  director,  officer and employee  should
promptly  bring to the  attention  of the CEO,  the CFO or the  Company's  Audit
Committee, as appropriate, any of the following:

     o    any material  information  to which such  individual  may become aware
          that affects the disclosures made by the Company in its public filings
          or would otherwise  assist the CEO, the CFO and the Audit Committee in
          fulfilling their responsibilities with respect to such public filings;

     o    any  information  the individual may have  concerning (a)  significant
          deficiencies  in the design or  operation  of internal  controls  that
          could  adversely  affect the  Company's  ability  to record,  process,
          summarize and report financial data, or (b) any fraud,  whether or not
          material,  that  involves  management  or other  employees  who have a
          significant role in the Company's financial reporting,  disclosures or
          internal controls;

     o    any  information  the individual may have  concerning any violation of
          this Code,  including  any actual or  apparent  conflicts  of interest
          between  personal  and  professional   relationships,   involving  any
          management  or  other  employees  who have a  significant  role in the
          Company's financial reporting, disclosures or internal controls; and

     o    any  information  the  individual  may have  concerning  evidence of a
          material   violation  of  the  securities  or  other  laws,  rules  or
          regulations  applicable  to  the  Company  and  the  operation  of its
          business,  by the Company or any agent thereof, or of any violation of
          this Code.




Amendments and Waivers of This Code

     Any  amendment  to this Code and any waiver of this Code for  directors  or
executive  officers may be made only by the Board of Directors or a committee of
the Board,  and will be  promptly  disclosed  to  stockholders  as  required  by
applicable laws or rules and regulations, including the rules of the SEC and any
exchange or quotation  system on which the  Company's  securities  are listed or
quoted.  Such  amendments or waivers may be posted on the  Company's  website at
www.chinadigitalwireless.com.

Reporting Any Illegal or Unethical Behavior

     Directors  and  officers  are  encouraged  to talk to the  CEO,  the CFO or
general counsel, and employees are encouraged to talk to supervisors,  managers,
or other appropriate personnel, when in doubt about the best course of action in
a particular  situation.  Directors,  officers and  employees  should report any
observed  illegal or unethical  behavior and any  perceived  violations of laws,
rules,  regulations or this Code to appropriate  personnel.  It is the policy of
the Company not to allow retaliation for reports of misconduct by others made in
good faith.  Directors,  officers  and  employees  are  expected to cooperate in
internal investigations of misconduct.

Enforcement

     The Board of Directors shall determine, or designate appropriate persons to
determine,  appropriate  actions to be taken in the event of  violations of this
Code.  Such actions  shall be  reasonably  designed to deter  wrongdoing  and to
promote  accountability for adherence to this Code. These procedures may include
(a) written  notices to the  individual  involved that the Board has  determined
that there has been a  violation,  (b)  censure by the Board,  (c)  demotion  or
re-assignment of the individual involved,  (d) suspension with or without pay or
benefits (as determined by the Board),  and (e) termination of the  individual's
employment or position.  In determining the  appropriate  action in a particular
case,  the Board of  Directors  or such  designee  shall take into  account  all
relevant  information,  including  the nature  and  severity  of the  violation,
whether the violation was a single occurrence or repeated  occurrences,  whether
the  violation  appears to have been  intentional  or  inadvertent,  whether the
individual  in question had been advised prior to the violation as to the proper
course of action,  and whether or not the  individual  in question had committed
other violations in the past.