Digital China Holdings Limited — Proxy Solicitation & Information Statement 2004

Aug 6, 2004

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

Pacific Century Premium Developments Limited

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 432)

PROPOSED CHANGE OF AUDITORS

The Board announces that Deloitte will retire as auditors of the Company at the AGM to be held on September 10, 2004 and will not offer themselves for re-appointment. PwC are proposed to be appointed as the new auditors of the Company following the retirement of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company.

The board of directors (the "Board") of Pacific Century Premium Developments Limited (the "Company") announces that Deloitte Touche Tohmatsu ("Deloitte") will retire as auditors of the Company at the forthcoming annual general meeting ("AGM") to be held on September 10, 2004 and will not offer themselves for re-appointment. Deloitte have confirmed that there were no circumstances connected with their retirement which they considered ought to be brought to the attention of the members or creditors of the Company.

PricewaterhouseCoopers ("PwC") are proposed to be appointed as the new auditors of the Company following the retirement of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company. Accordingly, a resolution for appointing PwC as the new auditors of the Company will be proposed to the shareholders of the Company at the AGM for considering and, if thought fit, passing it as an ordinary resolution. The proposed change of auditors was due to the fact that PwC are currently the auditors of PCCW Limited ("PCCW"), the ultimate holding company which currently holds an indirect interest of approximately 79.99 percent in the Company, and there would be more synergy for PwC to become the auditors of the member companies of the PCCW Group.

	By Order of the Board Chu Mee Lai, Helen Company Secretary

Hong Kong, August 6, 2004

The directors of the Company as at the date of this announcement are as follows:

Executive Directors:

Li Tzar Kai, Richard (Chairman); Yuen Tin Fan, Francis (Deputy Chairman); Lee Chi Hong, Robert (Chief Executive Officer);

Alexander Anthony Arena and Hubert Chak

Non-Executive Director:

Dr Allan Zeman, GBS, JP

Independent Non-Executive Directors:

Ronald James Blake, OBE, JP; Tsang Link Carl, Brian and Prof Wong Yue Chim, Richard, SBS, JP

_______________________________________________________________________________________________________________________

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Pacific Century Premium Developments Limited (the "Company") will be held on Friday, September 10, 2004, at 11:00 a.m. at IT Street Training Room, Level 3, Cyberport 3, 100 Cyberport Road, Hong Kong, for the following purposes:

Ordinary Business

1. To receive and consider the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended March 31, 2004.

2. To re-elect Directors and authorise the Directors to fix the remuneration of the Directors.

3. To appoint PricewaterhouseCoopers as the new Auditors for the ensuing year, as Deloitte Touche Tohmatsu will retire and will not offer themselves for re-appointment, and to authorise the Directors to fix their remuneration.

Special Business

To consider and, if thought fit, pass the following as Ordinary Resolutions:

4. "THAT:

(a) subject to paragraphs (b) and (c) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company or such convertible securities and to make or grant offers, agreements and options in respect thereof;

(b) such mandate shall not extend beyond the Relevant Period save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue;

(ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;

(iii) the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or

(iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company;

shall not exceed 20 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution;

(d) for the purpose of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the Bye-laws of the Company to be held; or

(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."

5. "THAT:

(a) subject to paragraph (b) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to repurchase on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which the securities of the Company are or may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, shares in the Company and that the exercise by the Directors of all powers of the Company to repurchase such securities, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution;

(c) for the purpose of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the Bye-laws of the Company to be held; or

(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."

1. "THAT subject to the passing of Ordinary Resolution No. 5 set out in the notice of this Meeting, the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the mandate granted under Ordinary Resolution No. 4 set out in the notice of this Meeting be and is hereby increased and extended by the addition of the aggregate nominal amount of the shares in the capital of the Company which may be repurchased by the Company pursuant to and in accordance with the mandate granted under Ordinary Resolution No. 5 set out in the notice of this Meeting, provided that such amount shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution."

To consider and, if thought fit, pass the following as a Special Resolution:

1. "THAT the Bye-laws of the Company be and are hereby amended in the following manner:

(A) By deleting the existing definition of "Company" set out in Bye-law 1 and replacing it with the following:

""Company"	Pacific Century Premium Developments Limited."

(B) By deleting existing Bye-law 87(1) in its entirety and substituting therefor the following new Bye-law 87(1):

"87(1). Notwithstanding any other provisions in the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation. Any Director retiring at a meeting pursuant to this Bye-law 87(1) shall retain office until the close or adjournment of the meeting."

(C) By deleting existing Bye-law 102 in its entirety and substituting therefor the following new Bye-law 102:

"102. A Director who, to his knowledge, is interested or has an associate who is interested, in any way, whether directly or indirectly, in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest or the interest of his associate at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest or the interest of his associate then exists; or in any other case at the first meeting of the Board after he knows that he or his associate is or has become so interested. For the purpose of this Bye-law, a general Notice to the Board by a Director to the effect that:-

(a) he or any of his associates is a member of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

(b) he or any of his associates is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him or them,

shall be deemed to be a sufficient declaration of interest under this Bye-law in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.""

	By Order of the Board Chu Mee Lai, Helen Company Secretary

Hong Kong, August 6, 2004

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda	Principal place of business in Hong Kong: Units 701-705, Level 7 Cyberport 3 100 Cyberport Road Hong Kong

Notes:

1. Any member entitled to attend and vote at the Annual General Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Annual General Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. The form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be delivered to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting (or any adjournment thereof) at which the person named in the instrument proposes to vote.

4. Completion and return of the form of proxy does not preclude a member from attending and voting in person at the Annual General Meeting (or any adjournment thereof), and in such event, the form of proxy shall be deemed to be revoked.

5. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the Annual General Meeting, the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. Further details in relation to the resolution no. 7 are set out in the Appendix 2 of a separate circular from the Company to be posted to members.

* For identification purposes only

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